What changed in this filing

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Item 7. Management’s Discussion and Analysis

2024-08-19 compared with 2023-04-14 · 669 added, 1184 removed, 170 unchanged (92% of the section changed)

4 unchanged sentences

In addition to historical information, this discussion

includes forward-looking information that involves risks and assumptions, which could cause actual results to differ materially from management’s

expectations.

includes forward-looking information that involves risks and assumptions, which could cause actual results to differ materially from

management’s expectations.

See “Forward-Looking Statements” included in this report.

Forward-Looking Statements

This Annual Report on Form 10-K/A contains forward looking

statements, including without limitation, statements related to our plans, strategies, objectives, expectations, intentions and adequacy

of resources.

Investors are cautioned that such forward-looking statements involve risks and uncertainties including without limitation

the following:

(i) our plans, strategies, objectives, expectations and intentions are subject to change at any time at our discretion;

This Annual Report on Form 10-K contains forward

looking statements, including without limitation, statements related to our plans, strategies, objectives, expectations, intentions and

adequacy of resources.

Investors are cautioned that such forward-looking statements involve risks and uncertainties including without

limitation the following:

(i) our plans, strategies, objectives, expectations and intentions are subject to change at any time at our

(ii) our plans and results of operations will be affected by our ability to manage growth;

and (iii) other risks and uncertainties indicated

from time to time in our filings with the Securities and Exchange Commission.

In some cases, you can identify forward-looking

statements by terminology such as “may,’’ ‘‘will,’’

‘‘should,’’ ‘‘could,’’ ‘‘expects,’’

‘‘plans,’’ ‘‘intends,’’ ‘‘anticipates,’’

‘‘believes,’’ ‘‘estimates,’’ ‘‘predicts,’’

‘‘potential,’’ or ‘‘continue’’ or the negative of such terms or other comparable

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot

guarantee future results, levels of activity, performance, or achievements.

Moreover, neither we nor any other person assumes

responsibility for the accuracy and completeness of such statements.

Readers are cautioned not to place undue reliance on these

forward-looking statements, which speak only as of the date hereof.

We are under no duty to update any of the forward-looking

statements after the date of this Report.

This section of the report should be read together

with Footnotes of the Company audited financials.

The audited statements of operations for the years ended December 31, 2022 and 2021

are compared in the sections below.

and (iii) other risks and uncertainties

indicated from time to time in our filings with the Securities and Exchange Commission.

In some cases, you can identify forward-looking statements

by terminology such as “may,’’ ‘‘will,’’ ‘‘should,’’ ‘‘could,’’

‘‘expects,’’ ‘‘plans,’’ ‘‘intends,’’ ‘‘anticipates,’’

‘‘believes,’’ ‘‘estimates,’’ ‘‘predicts,’’ ‘‘potential,’’

or ‘‘continue’’ or the negative of such terms or other comparable terminology.

Although we believe that the expectations

reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements.

Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of such statements.

Readers are cautioned

not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.

We are under no duty to update

any of the forward-looking statements after the date of this Report.

This section of the report should be read together with Footnotes of the Company

audited financials.

The audited statements of operations for the years ended December 31, 2023 and 2022 are compared in the sections below.

General Overview

GBT Technologies Inc.

(formerly Gopher Protocol Inc.)

(the “Company”, “GBT”, or “GTCH”) was incorporated on July 22, 2009 under the laws of the State of

The Company is targeting growing markets such as development of Internet of Things (IoT) and Artificial Intelligence (AI) enabled

(the “Company”,

“GBT”, or “GTCH”) was incorporated on July 22, 2009 under the laws of the State of Nevada.

The Company via its

50% subsidiary, is targeting growing markets such as development of Internet of Things (IoT) and Artificial Intelligence (AI) enabled

networking and tracking technologies, including wireless mesh network technology platform and fixed solutions, development of an intelligent

human body vitals device, asset-tracking IoT, and wireless mesh networks, with an AI portfolio.

The Company derived revenues from (i)

the provision of IT consulting services;

and (ii) from selling electronic products through e-commerce

platforms like Amazon and eBay.

human body vitals device, asset-tracking IoT, and wireless mesh networks.

The Company technologies can be grouping as (i) the provision

of IT consulting services;

and (ii) from the licensing of its technology.

(ii) from selling electronic products through e-commerce

(iv) an advanced RF-based computer vision system, to utilize this platform potential to significantly enhance object detection

and imaging capabilities, using radio waves to create detailed 2D and 3D images .On February 18, 2022 the Company, effective March 1,

2022 entered into a Revenue Sharing Agreement (“RSA”) with Mahaser LTD.

(“Mahaser”) pursuant to which the Company

shares revenues generated by Mahaser with respect to e-commerce sales through the online retail platform in the United States of America.

Effective July 1, 2023, the Company agreed to terminate the RSA with Mahaser Ltd.

Recent Developments

2 unchanged sentences

property within the area of microchips technology and design.

The years 2019 and 2020 were compounded with recuring legal issues and COVID-19

restrictions creating extremely difficult times and challenges.

GBT focused on its core competency in the area of Research & Development

(“R&D”) creating an IP portfolio combined of patents, trade secrets and prototypes further defining GBT’s new mission.

GBT is now developing IP in areas which will leverage its competencies and experience with the goal of diversifying in various fast-growing

semiconductor industries in today’s leading, growing market segments.

GBT currently holds 10 patents

and has 25 submissions within in the following domains:

tracking, 3-D Microchip Design (semiconductors), EDA Software Tools and subsets

with, cyber security, ID, telehealth, AI, computer vision, IoT, mesh networks and sectors which it believes are in demand.

has been delivering a steady stream of new IPs for portfolio expansion developing new ideas and successful patents, over the past two

Going forward, GBT will focus

on expanding the families of various patents and concentrating on strategic potential partnerships with the goal of integrating these

technologies into a broad marketplace, one that will potentially diversify the risk within these areas:

a portfolio pipeline of IP related to microchip technology.

to actively introduce this new technology to strategic partners, large companies and VC’s

creating market opportunities.

market diversification to create access to new fields and future growth.

GBT Tokenize Joint Venture

On March 6, 2020, the Company through Greenwich, entered

into a Joint Venture and Territorial License Agreement (the “Tokenize Agreement”) with Tokenize-It, S.A.

(“Tokenize”),

which is owned by a Costa Rica Trust represented by Pablo Gonzalez (“Gonzalez”).

Gonzalez also represents Gonzalez Costa Rica

Trust, which holds a note in the principal amount of $10,000,000 and is also a shareholder of the Company.

Under the Tokenize Agreement,

the parties formed GBT Tokenize Corp., a Nevada corporation (“GBT Tokenize”).

The purpose of GBT Tokenize is to develop, maintain

and support source codes for its proprietary technologies including advanced mobile chip technologies, tracking, radio technologies, AI

core engine, electronic design automation, mesh, games, data storage, networking, IT services, business process outsourcing development

services, customer service, technical support and quality assurance for business, customizable and dedicated inbound and outbound calls

solutions, as well as digital communications processing for enterprises and startups (“Technology Portfolio”), throughout

the State of California.

Upon generating any revenue from the Technology Portfolio, the Joint Venture will earn the first right of refusal

for other territories.

The Company pledged its 50% ownership in GBT Tokenize and its 100% ownership of Greenwich to Tokenize to secure

its Technology Portfolio investment.

The Company shall appoint two directors and Tokenize shall appoint one director of GBT Tokenize.

Tokenize shall contribute the services and resources for the development of the Technology Portfolio to GBT Tokenize.

The Company shall

contribute 2,000,000 shares of common stock of the Company (“GBT Shares”) to GBT Tokenize.

Tokenize and the Company will each

own 50% of GBT Tokenize.

The shares were valued at $5,500,000.

In addition, GBT Tokenize and Gonzalez entered

into a Consulting Agreement in which Gonzalez is engaged to provide services for $33,333 per month payable quarterly which may

be paid in shares of common stock calculated by the amount owed divided by the Company’s 10-day VWAP.

Gonzalez will provide

services in connection with the development of the business as well as GBT Tokenize’s capital raising efforts.

the Consulting Agreement is two years.

During year ended December 31, 2021, Gonzalez assigned all his accrued balances of $424,731

to Stanley Hills in a private transaction that the Company is not part to.

The closing of the Tokenize Agreement occurred on March

Joint Venture the parties commenced development of an intelligent human vital signs’ device, which we currently refer to as the

The platform is an expansion of the existing license agreement with GBT Tokenize Corp., which provided GBT Tokenize Corp.

an exclusive territory of California to develop certain of the Company’s technology.

As the nature of the platform cannot be restricted

only to California, the Company’s joint venture GBT Tokenize Corp.

will be compensated with additional two hundred million shares

of the Company to strengthen its funding, subject to board approval.

A provisional patent application for the qTerm Medical Device was

filed on March 30, 2020 with the USPTO.

The application has been assigned serial number 63001564.

The Joint Venture completed successfully

the first prototype.

There is no guarantee that the Company will be successful in researching, developing or implementing this product

into the market.

In order to successfully implement this concept, the Company will need to raise adequate capital to support its research

and, if successfully researched, developed and granted regulatory approval, the Company would need to enter into a strategic relationship

with a third party that has experience in manufacturing, selling and distributing this product.

There is no guarantee that the Company

will be successful in any or all of these critical steps.

On May 28, 2021, the parties agreed to amend the Tokenize

Agreement to expand territory granted for the Technology Portfolio under the license to GBT Tokenize to include the entire continental

United States.

The Company has further agreed to issue GBT Tokenize an additional 14,000,000 shares of common stock of the Company.

shares were valued at $15,400,000.

At December 31, 2021, the Company evaluated the carrying amount of this joint venture investment and

determined that this investment was fully impaired and as a result an impairment charge of $15,400,000 was taken.

Although the investment

was impaired, the product development is still ongoing.

Magic Agreement

As explained above, on April

11, 2022 the Company, through its wholly owned subsidiary, Greenwich International Holdings, a Costa Rica corporation (“Greenwich”),

entered into a Master Joint Venture and Territorial License Agreement (the “Tokenize Agreement”) with Magic International

Argentina FC, S.L.

(“Magic”) and Tokenize which replaced a prior joint venture entered between the parties.

The purpose of Tokenize is

to develop, maintain and support source codes for its proprietary technologies including advanced mobile chip technologies, tracking,

radio technologies, AI core engine, electronic design automation, mesh, games, data storage, networking, IT services, business process

outsourcing development services, customer service, technical support and quality assurance for business, customizable and dedicated inbound

and outbound calls solutions, as well as digital communications processing for enterprises and startups (“Technology Portfolio”),

throughout the world, which Technology Portfolio was previously licensed to the Company for the State of California.

The years 2019 and 2020 were compounded with recuring legal issues and

COVID-19 restrictions creating extremely difficult times and challenges.

GBT focused on its core competency in the area of Research &

Development (“R&D”) creating an IP portfolio combined of patents, trade secrets and prototypes further defining GBT’s

GBT is now developing IP in areas which will leverage its competencies and experience with the goal of diversifying in various

fast-growing semiconductor industries in today’s leading, growing market segments.

As described in Part I;

Item 1, On July 20, 2023,

the Company through Greenwich, entered into an Amended and Restated Joint Venture (the “2023 Tokenize Agreement”) with Magic

Internacional Argentina FC, S.L.

(“Magic”) and GBT Tokenize Corp (“GBT Tokenize”).

Via vis this 2023 Tokenize

Agreement, GBT will focus on expanding the families of various patents and concentrating on strategic potential partnerships with the

goal of integrating these technologies into a broad marketplace, one that will potentially diversify the risk within these areas:

Build a portfolio pipeline of IP related to microchip technology.

Seek to actively introduce this new technology to strategic partners,

large companies and VC’s creating market opportunities.

Using market diversification to create access to new fields and future

GBT Tokenize Joint Venture - 2023 Tokenize

The 2023 Tokenize Agreement restated and replaced

the 2022 Tokenize Agreement.

provides that the Company shall contribute 150,000,000 shares of common stock of the Company (“GBT Shares”) to Tokenize.

Sergio Fridman is the manager of Magic and the beneficial owner of all outstanding securities of Magic.

Magic will contribute cash

of $250,000 into Tokenize for a promissory note and agreed to further fund Tokenize with all funds reasonably needed for implementation

of the business purposes as described in the Tokenize Agreement.

The GBT Shares will not be transferable for a period of five years.

Magic and the Company each

own 50% of the outstanding shares of common stock of Tokenize.

The Company pledged its 50% ownership in Tokenize and its 100% ownership

of Greenwich (the “Pledged Securities”) to Magic for providing that Magic may take possession of such Pledged Securities in

the event the Company executes, delivers and performs any future agreement or document or judgement resulting in the creation of any lien,

pledge, mortgage, claim, charge or encumbrance upon any assets of the Company.

The Company shall appoint two directors and Magic shall

appoint one director of Tokenize.

On June 16, 2022 the parties

amended the Tokenize Agreement to further define the constitution of the Board of Directors.

As such, Section 4.2 of the Tokenize Agreement

was amended and restated to provide that the Board of GBT Tokenize Corp.

shall consist of two Directors, one of whom shall be appointed

by GBT Tokenize Corp.

and the other shall be appointed by the Company

MetAlert (prior name)

GTX Agreement

On April 12, 2022, GBT Tokenize

Corp (“GBT Tokenize”), a Nevada corporation which the Company owns 50% of the outstanding shares of common stock, entered

into a series of agreements with GTX Corp (“GTX”) and various note holders of GTX pursuant to which Tokenize acquire convertible

promissory notes of GTX of $100,000 (the “GTX Notes”).

Pursuant to the 2023 Tokenize Agreement, as a result of the contribution of the Technology Portfolio by

Tokenize and the subsequent contribution of services for the development of the Technology Portfolio by Tokenize and Magic, GBT Tokenize

has been able to continue in operation.

On November 2, 2023, the Company received a notice of completion (notice # 508205896) of the

recoding of assignment for its portfolio of intellectual property to GBT Tokenize.

The assignment was recorded by the assignment recording

branch of the U.S.

Patent and Trademark Office.

A complete copy of this assignment is available at the assignment branch room on the

reel and frame number 065420/0434 (in total 16 pages).

Active Investments:

Effective as of March 19,

2024, Tokenize, the Company entered into a Patent Purchase Agreement with VisionWave Technologies Inc.

(“VisionWave”)

pursuant to which VisionWave agreed to acquire from Tokenize the entire right, title, and interest of certain patents and patent applications

providing an intellectual property basis for a machine learning driven technology that controls radio wave transmissions, analyzes their

reflections data, and constructs 2D/3D images of stationary and in motion objects (“VisionWave PPA”).

The Purchase Price

for the asset is $30,000,000 (the “Purchase Price”),

which VisionWave will pay

with shares of common stock, $0.0001 par value per share (the “Common Stock”).

The Parties agree that the final Purchase

Price may be adjusted and will be governed by a valuation report issued by a professional third party (“Valuation”).

final Purchase Price per the Valuation is less than $30,000,000, Tokenize has the option to cancel this Agreement.

In accordance therewith,

VisionWave agreed to issue and deliver to Tokenize, 1,000 shares of Common Stock (the “Shares”) representing 50% of VisionWave’s

issued and outstanding shares of Common Stock, where the remainder of the 50% of VisionWave’s issued and outstanding shares of

Common Stock are owned by a corporation controlled by a third party.

Avant Investment:

On April 3, 2023, Tokenize entered into an Asset

Purchase Agreement (“APA”) with Avant Technologies, Inc (prior name:

Trend Innovation Holdings, Inc.

in which GBT consented, pursuant to which Tokenize sold certain assets relating to proprietary system and method named Avant-Ai, which

is a text-generation, deep learning self-training model (the “System”).

In consideration of acquiring the System, AVAI is

required to issue to the Seller 26,000,000 common shares of AVAI (the “Shares”).

The Shares been pledge to a third

party as a collateral.

In addition, AVAI, Tokenize and GBT entered into a license agreement regarding the System, granting Tokenize and/or

GBT a perpetual, irrevocable, non-exclusive, non-transferable license for using the System to be used in its own development, as in-house

tool, where Tokenize or GBT may not sublicense its rights hereunder to any customer or client.

On April 12, 2022, Tokenize, entered into a series

of agreements with GTX Corp (“GTX”) and various note holders of GTX pursuant to which Tokenize acquired a convertible promissory

note of GTX of $100,000 (the “GTX Notes”).

In addition, GBT Tokenize acquired 76,923 (GBT acquired 5,000,000 in

the original deal, where GTX to perform a corporate action of 1:65 reverse split on September 20, 2022) shares of common stock of GTX

for $150,000 - in total FV of $12,538 as of December 31, 2022 based on level 1 stock price in OTC markets.

The GTX Notes bear 10% interest

and 50% of the principal may be converted into shares of common stock on a one-time basis at a conversion price of $0.01 per share.

remaining 50% of the principal must be paid in cash.

for $150,000 - in total FV of $8,846 as of June 30, 2023 based on level 1 stock price in OTC markets.

The GTX Notes bear 10% interest and 50% of the principal

may be converted into shares of common stock on a one-time basis at a conversion price of $0.01 per share.

The remaining 50% of the

principal must be paid in cash.

The closing occurred on April 12, 2022.

GTX changed its name into

MetAlert Inc.

on or about September 20, 2022.

On September 30, 2022,

GBT Tokenize, loaned MetAlert Inc., a Nevada corporation (f/k/a GTX Corp.) (“MetAlert”) $90,000.

For such loan, MetAlert

provided Tokenize with a promissory note of $90,000 which is due and payable together with interest of 5% upon the earlier of September

19, 2023 or when declared by Tokenize.

Surge Payment

On January 7, 2022, the Company received payments

from Surgepays Inc.

(formerly known as Surge Holdings, Inc.) in total of $3,750,000 pursuant to the terms of the Settlement Agreement

dated December 22, 2021.

The $3,750,000 was recorded as other receivable as of December 31, 2021.

The entire balance of $3,750,000 was

paid in January 2022.

On January 28, 2022, the Company entered into

a Stock Purchase Agreement with Marko Radisic (the “Seller”) and Touchpoint pursuant to which the Company acquired

10,000 shares of Series A Convertible Preferred Stock (the “Touchpoint Preferred”) from the Seller for $125,000.

Touchpoint Preferred is convertible into 10,000,000 shares of common stock of Touchpoint.

On or about February 23, 2022 Touchpoint

perform automatic conversion of Series A Convertible Preferred Stock into 10,000,000 shares of common stock of TGHI.

On February 18, 2022, the Company, effective March

1, 2022 entered into a Revenue RSA with MAHASER pursuant to which the Company acquired the opportunity to share in revenues generated

by MAHASER with respect to e-commerce sales through the world biggest online retail platform in the United States of America.

owns an e-commerce platform as a store which is the legal, exclusive owner of Ravenholm Electronics.

The Company will operate the e-commerce

platform and will be entitled to 95% for all revenue generated by and received by MAHASER for the period from March 1, 2022 through December

The RSA provides that the Company will be entitled to appoint a manager to MAHASER.

As consideration, the Company will pay MAHASER

$100,000 no later than March 1, 2022 and issue MAHASER 1,000,000 shares of the Company’s restricted common stock.

The Company shall

have no obligations to make any further payments to MAHASER.

For any further extensions, the Company will have the option to extend the

RSA for annual payment of $200,000, which can be payable with the Company’s shares of common stock payable based on 20 days VWAP

prior to issuance.

On March 16, 2022 the parties entered into Amendment No.

1 to the to the RSA, where all consideration to be paid or

issued to MAHASER will be deferred until such time where the e-commerce platform generated in cumulative revenue of $1,000,000.

Company accounts for the RSA as a consolidated variable interest entity (“VIE”) for the period ended June 30, 2022.

31, 2022, the parties entered into Amendment No.

2 to the RSA, where Mahaser agreed to pay the Company 100% per year for all revenue generated

by and received by seller from the sales by Amazon within the United States of America as follows for the period from March 1, 2022 through

December 31, 2022.

The Company will be responsible for 100% of the cost of goods sold as well.

In addition, the Company is entitled to

earn 100% revenues and cost of goods sold of the test run period from February 1, 2022 to February 28, 2022.

On February 22, 2022, the Company entered into

an Intellectual Property License and Royalty Agreement with Touchpoint pursuant to which the Company granted TGHI a worldwide license

for its technologies for a term of five years in the domains of Internet of Things (IoT) and Artificial Intelligence enabled mobile

technologies pertaining to the Company’s digital currency technology (the “Technology”).

GBT will charge TGHI

earned royalties based on actual uses by TGHI of the Technology resulting from revenue attributable to the use, performance or

other exploitation of the Technology, to the extent applicable, after deducting any taxes that the Company may be required to collect,

and deducting any international sales, goods and services, value added taxes or similar taxes which the Company is required to

pay, if any, excluding deductions for taxes on the Company net income.

TGHI agreed to issue the Company 10,000,000 shares of common

stock of TGHI for the Company entering this Intellectual Property License and Royalty Agreement.

Equity Purchase Agreement

and Registration Rights Agreement

On December 17, 2021

(the “Effective Date”), the Company entered into an equity financing agreement (the “Equity Financing Agreement”)

and a registration rights agreement (the “Registration Rights Agreement”) with GHS Investments LLC (“GHS”),

pursuant to which GHS shall purchase from the Company, up to that number of shares of common stock of the Company (the “Shares”)

for $10,000,000, subject to certain limitations and conditions set forth in the Equity Financing Agreement from time to time over

of 24 months after an effective registration of the Shares with the Securities and Exchange Commission (the “SEC”)

pursuant to the Registration Rights Agreement, is declared effective by the SEC (the “Contract Period”).

The Equity Financing

Agreement grants the Company the right, from time to time at its sole discretion (subject to certain conditions) during the Contract

Period, to direct GHS to purchase shares of Common Stock on any business day (a “Put”), provided that at least ten

trading days has passed since the most recent Put.

The purchase price of the shares of Common Stock contained in a Put will

be 90% of the lowest daily volume weighted average price (VWAP) of the Company’s Common Stock during the ten consecutive

trading days preceding the receipt by GHS of the applicable Put notice.

Such sales of Common Stock by the Company, if any, may

occur from time to time, at the Company’s option, during the Contract Period.

Subject to the satisfaction of certain conditions

set forth in the Equity Financing Agreement, on each Put the Company will deliver a number of Shares equaling 110% of the dollar

amount of each Put.

The maximum dollar amount of each Put will not exceed 200% of the average daily trading dollar volume for the

Company’s Common Stock during the ten trading days preceding the Trading Day that GHS receives a Put.

No Put will be made

in an amount equaling less than $10,000 or greater than $500,000.

Puts are further limited to GHS owning no more than 4.99% of

the outstanding stock of the Company at any given time.

The Equity Financing Agreement and the Registration Rights Agreement contain

customary representations, obligations, rights, warranties, agreements and conditions of the parties.

The Equity Financing Agreement

terminates upon any of the following events:

when GHS has purchased $10,000,000 in the Common Stock of the Company pursuant to

the Equity Financing Agreement;

on the date that is 24 calendar months from the date the Equity Financing Agreement was executed.

Actual sales of shares of Common Stock to GHS under

the Equity Financing Agreement will depend on a variety of factors to be determined by the Company from time to time, including, among

others, market conditions, the trading price of the Common Stock and determinations by the Company as to the appropriate sources of funding

for the Company and its operations.

The Company issued 463,303 shares with net proceeds of $66,942 from the Equity Financing Agreement

in February 2022.

As of December 31, 2023, the Company wrote off the 50% of the

convertible principal with all unpaid interest in total of $65,613 due to the collectability issue.

GTX changed its name into Metalert Inc.

September 20, 2022.

On September 30, 2022, GBT Tokenize, loaned MetAlert

Inc., a Nevada corporation (f/k/a GTX Corp.) (“MetAlert”) $90,000.

For such loan, MetAlert provided Tokenize a promissory

note of $90,000 which is due and payable together with interest of 5% upon the earlier of September 19, 2023 or when declared

As of December 31, 2023, the Company wrote off the entire of the convertible principal with all unpaid interest in total

of $95,770 due to the collectability issue.

MetAlert designs, manufactures and

sells various interrelated and complementary products and services in the wearable technology and IoMT (Internet of Medical Things) marketplace.

On or about January 31, 2023 GTB Tokenize Corp the

Company’s 50% owned subsidiary, assigned $7,500 from the GTX Notes to Stanley Hills, LLC, which in turn converted said $7,500 plus

interest into 812,671 GTX shares.

Stanley Hills, LLC credit GBT Tokenize for $146,037 for the transaction, reducing its credit outstanding

balances with the Company and GBT Tokenize Corp.

As of December 31, 2022,

the notes had an outstanding balance of $190,000 and accrued interest of $8,475.

As of December 31, 2023, the notes had an outstanding

balance of $46,250 and accrued interest of $0.

MetAlert designs, manufactures and sells various

interrelated and complementary products and services in the wearable technology and IoMT (Internet of Medical Things) marketplace.

On or about January 31, 2023 Tokenize, assigned $7,500 from

the GTX Notes to Stanley Hills, LLC, which in turn converted said $7,500 plus interest into 812,671 GTX shares.

Hills, LLC credit GBT Tokenize for $146,037 for the transaction, reducing its credit outstanding balances with the Company and GBT

Tokenize Corp.

Wireless mesh networking:

Wireless mesh networks consist of LAN/MAN/WAN solutions

that are infrastructural-intensive, may rely on regulated frequencies and bandwidth, often have so-called “last mile” problems

areas where either economics or population density make it too expensive for current solutions to cover, and difficult to manage centrally.

The Company’s GopherInsight platform makes it easy to add and manage last mile capacity.

The solution is easily integrated into

existing networks.

The Company’s AI platform is designed for easy integration with, and management of, additional coverage for

customer networks.

Wireless mesh networking marke ts - The Company potentially will

target telecommunications providers, corporate entities that run LAN or wide-area networks, universities, and government entities.

Wireless mesh networking markets competition - The

competitors for wireless mesh networking solutions, and AI solutions, are the entities themselves that have their own capability.

Company’s strategy is to integrate and “wrap around” those solutions to make them more efficient, less costly, and

less infrastructural-intensive, while at the same time solving last mile problems to the end user.

COVID-19 Pandemic

3 unchanged sentences

Our business operations have been and may continue to be materially and adversely affected by the coronavirus disease

An outbreak of respiratory illness caused by COVID-19

emerged in Wuhan city, Hubei province, PRC, in late 2019 and has been expanding globally.

COVID-19 is considered to be highly contagious

and poses a serious public health threat.

On March 19, 2020, California Governor Gavin

Newsom issued a stay-at-home order to protect the health and well-being of all Californians and to establish consistency across

the state in order to slow the spread of COVID-19.

An outbreak of respiratory illness caused by COVID-19 emerged in Wuhan city, Hubei province, PRC, in late 2019 and has been

expanding globally.

COVID-19 is considered to be highly contagious and poses a serious public health threat.

On March 19, 2020, California

Governor Gavin Newsom issued a stay-at-home order to protect the health and well-being of all Californians and to establish consistency

across the state in order to slow the spread of COVID-19.

California was therefore under strict quarantine control and travel has been

severely restricted, resulting in disruptions to work, communications, and access to files (due to limited access to facilities).

Since then, other measures were imposed in other countries and major cities in the USA, including Los Angeles, and throughout the

world in an effort to contain the COVID-19 outbreak.

The World Health Organization (the “WHO”) is closely monitoring

and evaluating the situation.

On March 11, 2020, the WHO declared the outbreak of COVID-19 a pandemic, expanding its assessment

of the threat beyond the global health emergency it had announced in January.

Any outbreak of such epidemic illness or other adverse

public health developments in the USA or elsewhere in the world may materially and adversely affect the global economy, our markets

and our business.

The stay-at-home order was lifted in California only on January 25, 2021.

In the first quarter of 2020, the COVID-19 outbreak

has caused disruptions in our development operations, which have resulted in delays on exiting projects.

A prolonged disruption or any

further unforeseen delay in our operations of the development, delivery and assembly process within any of our activities could continue

to result in, increased costs and reduced revenue.

then, other measures were imposed in other countries and major cities in the USA, including Los Angeles, and throughout the world in

an effort to contain the COVID-19 outbreak.

The World Health Organization (the “WHO”) is closely monitoring and evaluating

the situation.

On March 11, 2020, the WHO declared the outbreak of COVID-19 a pandemic, expanding its assessment of the threat beyond

the global health emergency it had announced in January.

Any outbreak of such epidemic illness or other adverse public health developments

in the USA or elsewhere in the world may materially and adversely affect the global economy, our markets and our business.

The stay-at-home

order was lifted in California only on January 25, 2021.

In the first quarter of 2020, the COVID-19 outbreak has caused disruptions in

our development operations, which have resulted in delays on exiting projects.

A prolonged disruption or any further unforeseen delay

in our operations of the development, delivery and assembly process within any of our activities could continue to result in, increased

costs and reduced revenue.

We cannot foresee whether the outbreak of COVID-19

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and vendors or other factors that we cannot foresee.

Any of these factors and other factors beyond our control could have an adverse effect

on the overall business environment, cause uncertainties, cause our business to suffer in ways that we cannot predict and materially and

adversely impact our business, financial condition and results of operations.

Any of these factors and other factors beyond our control could have an adverse

effect on the overall business environment, cause uncertainties, cause our business to suffer in ways that we cannot predict and materially

and adversely impact our business, financial condition and results of operations.

Risks and Uncertainties

Management is currently evaluating

the impact of the COVID-19 pandemic on the Company and has concluded that while it is reasonably possible that the virus could have a

negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific

impact is not readily determinable as of the date of these financial statements.

The financial statements do not include any adjustments

that might result from the outcome of this uncertainty.

Management is currently

evaluating the impact of the COVID-19 pandemic on the Company and has concluded that while it is reasonably possible that the virus could

have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the

specific impact is not readily determinable as of the date of these financial statements.

The financial statements do not include any

adjustments that might result from the outcome of this uncertainty.

In February 2022, the Russian

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the United States, have instituted economic sanctions against the Russian Federation and Belarus.

Further, the impact of this action and

related sanctions on the world economy are not determinable as of the date of these financial statements.

The specific impact on the Company’s

financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements.

Further, the impact of this action

and related sanctions on the world economy are not determinable as of the date of these financial statements.

The specific impact on

the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial

In October 2023, the Hamas

Terror Organization attacked the Southern part of Israel, which in turn, commenced a military action with Gaza Strip.

As a result, these

actions, have created and are expected to create global economic consequences.

The specific impact on the Company’s financial condition,

results of operations, and cash flows is also not determinable as of the date of these financial statements.

Consideration of Inflation

Reduction Act Excise Tax

On August 16, 2022, the Inflation

Reduction Act of 2022 (the “IR Act”) was signed into federal law.

The IR Act provides for, among other things, a new U.S.

On August 16, 2022, the

Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law.

The IR Act provides for, among other things,

federal 1% excise tax on certain repurchases of stock by publicly traded U.S.

domestic corporations and certain U.S.

domestic subsidiaries

of publicly traded foreign corporations occurring on or after January 1, 2023.

The excise tax is imposed on the repurchasing corporation

itself, not its shareholders from which shares are repurchased.

The amount of the excise tax is generally 1% of the fair market value

of the shares repurchased at the time of the repurchase.

However, for purposes of calculating the excise tax, repurchasing corporations

are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the

same taxable year.

subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023.

The excise tax is imposed on the repurchasing

corporation itself, not its shareholders from which shares are repurchased.

The amount of the excise tax is generally 1% of the fair

market value of the shares repurchased at the time of the repurchase.

However, for purposes of calculating the excise tax, repurchasing

corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases

during the same taxable year.

In addition, certain exceptions apply to the excise tax.

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has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

Investment Company Act

Under the current rules

and regulations of the SEC we are not deemed an investment company for purposes of the Investment Company Act;

however, on March 30,

2022, the SEC proposed new rules (the “Proposed Rules”) relating, among other matters, to the circumstances in which SPACs

such as the Company could potentially be subject to the Investment Company Act and the regulations thereunder.

The Proposed Rules provide

a safe harbor for companies from the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company

Act, provided that a company satisfies certain criteria.

The Investment Company Act

defines an investment company as any issuer which (i) is or holds itself out as being engaged primarily, or proposes to engage primarily,

in the business of investing, reinvesting, or trading in securities;

(ii) is engaged or proposes to engage in the business of issuing

face-amount certificates of the installment type, or has been engaged in such business and has any such certificate outstanding;

is engaged or proposes to engage in the business of investing, reinvesting, owning, holding, or trading in securities, and owns or proposes

to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of Government securities and

cash items) on an unconsolidated basis.

Results of Operations:

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Years Ended December 31,

Consulting income - related party

Consulting income

Cost of sales

(15,477,354 )

General and administrative expenses

Marketing expenses

Professional expenses

Loss (income) from operations

Other expense (income), net

(15,993,020 )

(24,158,540 )

Loss (income) before provision for income taxes

(17,733,241 )

(22,979,885 )

Provision for income taxes

Loss (income) from continued operations

(17,733,241 )

(22,979,885 )

Discontinued operations

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$ (17,771,626 )

Sales for both the years ended December 31, 2022 and

2021 were $1,152,555 and $0.

The Consulting income from related party for both the years ended December 31, 2022 and 2021 was $45,000

and $180,000.

Sales are derived from providing IT consulting services to a related party and sales from amazon and Ebay.

Operating expenses for the year ended December 31,

2022 were $3,178,160, compared to $18,655,514 for the same period in 2021.

The decrease of $15,477,354 or 487% was principally due to

no impairment of assets, decrease in marketing expenses of $477,279, increase in general and administrative expenses of $759,654, and

decrease in professional expenses of $309,729 and a gain in bad debt by $50,000 for the year ended December 31, 2022.

Other expense for the year ended December 31, 2022

was $8,122,215, an increase of $23,577,134 or 290% from $15,454,919 for the same period in 2021.

The increase is principally due to i)

a increase of related party licensing income;

$ (22,977,292 )

The Consulting income for both the years ended December

31, 2023 and 2022 was $0 and $90,000.

Sales are derived from providing IT consulting services and the services were terminated in 2023.

Operating expenses for the year ended December 31, 2022 were $1,740,221, compared

to $2,847,513 for the same period in 2022.

The decrease of $1,107,292 or 37% was principally due to no impairment of assets, decrease

in marketing expenses of $122,907, decrease in general and administrative expenses of $410,372, and decrease in professional expenses

of $735,376 for the year ended December 31, 2022.

Other expense for the year ended December 31, 2023 was $15,993,020, an decrease

of $24,158,540 or 297% from $8,122,346 for the same period in 2022.

The decrease is principally due to i) a increase of licensing income

ii) reduction of amortization of debt discounts by $119,314;

iii) reduction of change in

FV of derivative liability by $6,594,370;

iii) reduction of change in FV of derivative liability by $20,353,852;

iv) reduction in interest expense and financing costs of $1,612,185;

and v) gain in on RJW settlement

of $3,012,355.

Net income for the year ended December 31, 2022

was $5,323,856 compared to the net loss of $33,930,433 for the same period in 2021 due to the factors described above.

and v) gain on debt settlement of $315,297.

Net loss for the year ended December 31, 2023 was $17,771,626 compared to the

net income of $5,323,856 for the same period in 2022 due to the factors described above.

Liquidity and Capital Resources

Going Concern

The accompanying CFS have been prepared assuming the

Company will continue as a going concern.

The Company has an accumulated deficit of $299,257,917 and has a working capital

deficit of $18,522,046 as of December 31, 2022, which raises substantial doubt about its ability to continue as a going concern.

The Company’s ability to continue as

a going concern is dependent upon its ability to generate profitable operations in the future and/or obtain the necessary financing

to meet its obligations and repay its liabilities arising from normal business operations when they come due.

Management has plans

to seek additional capital through some private placement offerings of debt and equity securities.

These plans, if successful,

will mitigate the factors which raise substantial doubt about the Company’s ability to continue as a going concern.

These CFS do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts

and classification of liabilities that might result from this uncertainty.

Our cash was $106,639 and $155,106 at December 31,

2022 and 2021, respectively.

Cash used in operating activities during the year ended December 31, 2022 was $138,293, compared to $1,369,114

The accompanying CFS have been prepared assuming the Company will continue

as a going concern.

The Company has an accumulated deficit of $315,993,294 and has a working capital deficit of $31,781,634

as of December 31, 2023, which raises substantial doubt about its ability to continue as a going concern.

The Company’s ability to continue as a going

concern is dependent upon its ability to generate profitable operations in the future and/or obtain the necessary financing to meet its

obligations and repay its liabilities arising from normal business operations when they come due.

Management has plans to seek additional

capital through some private placement offerings of debt and equity securities.

These plans, if successful, will mitigate the factors

which raise substantial doubt about the Company’s ability to continue as a going concern.

These CFS do not include any adjustments

relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might

result from this uncertainty.

Our cash was $529 and $13,058 at December 31, 2023 and 2022, respectively.

Cash used in operating activities during the year ended December 31, 2023 was $51,341, compared to $231,874 used in operating activities

during the same period in 2022.

The amount used in operating activities for

the year ended December 31 2022 was primarily related to a net income of $5,323,856 and offset by amortization of debt discount

of $442,247, excess of debt discount and financing costs of $34,175, change in FV of derivative liability of $6,594,370, change in FV

of market equity security of $308,802, change on settlement of $3,012,633, and net working capital increase of $9,866,535.

capital position changed by going from a working capital deficit of $28,388,581 at December 31, 2021 to a working capital deficit of $18,522,046

at December 31, 2022.

used in operating activities for the year ended December 31, 2021 was primarily related to a net

loss of $33,930,433 offset by amortization of debt discount of $824,238, excess of debt discount and financing costs of $136,785,

change in FV of derivative liability of $1,339,117, loss on modification of debt of $13,777,480, impairment of assets of $15,400,000,

realized gain on disposal of market equity security of $11,000, shares issued for services of 281,748, payment of other income with marketable

securities of $800,000, and net working capital decrease of $1,612,950.

Cash flows used in investing activities were $275,000

during the year ended December 31, 2022, compared to $0 for the same period in 2021.

The increase is due to the investment in marketable

The amount used in operating activities for the year ended December 31 2022 was primarily related to a

net income of $5,323,856 and offset by amortization of debt discount of $362,011, excess of debt discount and financing costs of $34,175,

change in FV of derivative liability of $2,795,870, change in FV of market equity security of $290,538, gain on debt settlement of $3,012,633,

and net working capital increase of $3,199,627.

Our working capital position changed by going from a working capital deficit of $18,522,046

at December 31, 2022 to a working capital deficit of $31,781,634 at December 31, 2023.

The amount used in operating activities for the year ended December 31, 2023

was primarily related to a net loss of $17,771,626 offset by amortization of debt discount of $322,933, excess of debt discount and financing

costs of $1,462,446, change in FV of derivative liability of $13,759,482, gain on debt extinguishment of $315,297, loss on loss of control

of $38,385, shares issued for services of 80,000, change in fair value of market equity security of $10,992, and net working capital deficit

increase of $13,259,588.

Cash flows used in investing activities were $0 during

the year ended December 31, 2023, compared to $275,000 for the same period in 2022.

The decrease is due to no investment in marketable

securities during the year ended December 31, 2023.

Cash from financing activities for the year ended

December 31, 2022 was $364,826, compared to $1,411,186 for the same period in 2021.

The increase is due to the issuance of convertible

notes in 2022 of $300,000 and proceeds from sales of common stock and related party of 988,094, which is offset by the issuance of notes

receivable of $190,000 and repayment of related party of $694,225 and a repayment convertible note of $39,042.

Cash from financing activities

for the year ended December 31, 2021 was due to the issuance of convertible notes and notes payable in 2021 of $1,517,386 and proceeds

from sales of common stock of $106,200.

We obtained a net income of $5,323,856 for the year

ended December 31, 2022.

Cash from financing activities for the year ended December 31, 2023 was $38,813,

compared to $364,826 for the same period in 2022.

The increase is due to the issuance of convertible notes in 2023 of $113,260 and issuance

of notes payable of $106,616, which is offset by the repayment of notes payable of $79,070 and repayment of related party of $27,375 and

a repayment of convertible note of $39,043.

Cash from financing activities for the year ended December 31, 2022 was due to the issuance

of convertible notes and related party in 2022 of $1,056,227 and proceeds from sales of common stock of $231,865 offset with the issuance

of notes receivable of $190,000 and repayments to related party of $694,225.

We obtained a net loss of $17,771,626 for the year ended December 31, 2023.

In addition, we had a working capital deficit of $31,781,634 and accumulated deficit of $315,993,294 at December

Equity Purchase Agreement

and Registration Rights Agreement

On December 17, 2021

(the “Effective Date”), the Company entered into an equity financing agreement (the “Equity Financing Agreement”)

and a registration rights agreement (the “Registration Rights Agreement”) with GHS Investments LLC (“GHS”),

pursuant to which GHS shall purchase from the Company, up to that number of shares of common stock of the Company (the “Shares”)

for $10,000,000, subject to certain limitations and conditions set forth in the Equity Financing Agreement from time to time over

the course of 24 months after an effective registration of the Shares with the Securities and Exchange Commission (the “SEC”)

pursuant to the Registration Rights Agreement, is declared effective by the SEC (the “Contract Period”).

The Equity Financing

Agreement grants the Company the right, from time to time at its sole discretion (subject to certain conditions) during the Contract

Period, to direct GHS to purchase shares of Common Stock on any business day (a “Put”), provided that at least ten

trading days has passed since the most recent Put.

The purchase price of the shares of Common Stock contained in a Put will

be 90% of the lowest daily volume weighted average price (VWAP) of the Company’s Common Stock during the ten consecutive

trading days preceding the receipt by GHS of the applicable Put notice.

Such sales of Common Stock by the Company, if any, may

occur from time to time, at the Company’s option, during the Contract Period.

Subject to the satisfaction of certain conditions

set forth in the Equity Financing Agreement, on each Put the Company will deliver a number of Shares equaling 110% of the dollar

amount of each Put.

The maximum dollar amount of each Put will not exceed 200% of the average daily trading dollar volume for the

Company’s Common Stock during the ten trading days preceding the Trading Day that GHS receives a Put.

No Put will be made

in an amount equaling less than $10,000 or greater than $500,000.

Puts are further limited to GHS owning no more than 4.99% of

the outstanding stock of the Company at any given time.

The Equity Financing Agreement and the Registration Rights Agreement contain

customary representations, obligations, rights, warranties, agreements and conditions of the parties.

The Equity Financing Agreement

terminates upon any of the following events:

when GHS has purchased $10,000,000 in the Common Stock of the Company pursuant to

the Equity Financing Agreement;

on the date that is 24 calendar months from the date the Equity Financing Agreement was executed.

Actual sales of shares of

Common Stock to GHS under the Equity Financing Agreement will depend on a variety of factors to be determined by the Company from time

to time, including, among others, market conditions, the trading price of the Common Stock and determinations by the Company as to the

appropriate sources of funding for the Company and its operations.

In September of 2017 we purchased the assets

of RWJ Advanced Marketing, LLC, and then after ECS Prepaid LLC, Electronic Check Services, Inc.

and Central States Legal Services,

RWJ and ECS have historically generated significant revenues which we do not expect to continue in the future, as

the Company divested its investment in ECS Prepaid LLC, Electronic Check Services, Inc.

and Central States Legal Services, Inc.

on or around September 2019, left only with the acquired assets from RWJ Advanced Marketing, LLC which on September 18, 2020, the

Company entered into a Purchase and Sale Agreement with Mr.

LightHouse LTD .

an Israeli corporation (“MLH”) pursuant to which the Company agreed to sell and assign to MLH, effective July 1, 2020

all the shares, and certain specified liabilities, of Ugopherservices Corp., for $100,000 to be paid through the delivery of a

promissory note payable to the Company (the “Note”), as disclosed in this report.

We intend to continue to make investments

to support our business growth and we will require additional funds to respond to business challenges, including the need to develop

new features and products or enhance our existing products, improve our operating infrastructure or acquire complementary businesses

and technologies.

Further, we need additional capital to continue operations.

Accordingly, we engaged GHS in equity financings

to secure additional funds, as disclosed in this report.

We expect that we have sufficient capital to maintain operations through

the end of 2023.

In order to fully implement our business plan, we will need to raise $10,000,000.

The Company will need to raise

additional capital in the future of which there is no guarantee that the Company will be able to successfully raise such capital

on acceptable terms.

With the current cash on hand, cash in our attorney’s trust account and additional cash anticipated

to be raised in the future, we believe we will have sufficient cash to meet our obligations for the next 12 months.

issued 463,303 shares with net proceeds of $66,942 from the Equity Financing Agreement in February 2022.

$10,000,000 for GBT Technologies S.

(assigned to a third-party Igor 1 Corp)

In accordance with

the acquisition of GBT-CR the Company issued a convertible note of $10,000,000.

The convertible note bears interest of 6% and is

payable at maturity on December 31, 2022.

At the election of the holder, the convertible note can be converted into a maximum of

20,000 shares of Series H Preferred Stock.

Each share of Series H Preferred Stock is convertible, at the option of the holder but

subject to the Company increasing its authorized shares of common stock, into such number of shares of common stock of the Company

In accordance with the acquisition

of GBT-CR the Company issued a convertible note in the principal amount of $10,000,000.

The convertible note bears interest of 6%

and is payable at maturity on December 31, 2021.

At the election of the holder, the convertible note can be converted into a maximum

of 20,000 shares of Series H Preferred Stock.

Each share of Series H Preferred Stock is convertible, at the option of the holder

but subject to the Company increasing its authorized shares of common stock, into such number of shares of common stock of the Company

as determined by dividing the Stated Value ($500 per share) by the conversion price ($500 per share).

On May 19, 2021, the Company,

IGOR 1 Corp, and Gonzalez GBTCR (none related parties) entered into a Mutual Release and Settlement Agreement and Irrevocable Assignment

of Note Balance Principal and Accrued Interest (the “Gonzalez Agreement”).

Pursuant to the Gonzalez Agreement, without

any party admission of liability and to avoid litigation, the parties had agreed to (i) extend the GBT Convertible Note maturity

date to December 31,2022,(ii) amend the GBT Convertible Note terms to include a beneficial ownership blocker of 4.99% and a modified

conversion feature to the GBT Convertible Note with 15% discount to the market price during the 20 trading day period ending on

the latest complete trading day prior to the conversion date and (iii) provided for an assignment of the GBT Convertible Note by

Gonzalez to a third party.

As a result of the change in terms of this convertible note, the

Company took a charge for modification of debt of $13,777,480 during the year ended December 31, 2021

Glen Eagles Acquisition LP

On July 8, 2019, the Company entered a Consulting

Agreement with Glen Eagles Acquisition LP (“Glen”) as consultant to provide services in connection with the Company’s

acquisition of 25% of GBT Technologies, S.A., a Costa Rican corporation (“GBT-CR”).

Consultant will provide analysis,

interaction with related professional and other services as requested by the Company to integrate and expand capabilities between

GBT-CR and the Company.

The Company shall pay Glen $1,000,000 through the issuance of a 6% Convertible Note.

At the election of

Glen, the Convertible Note can be converted into a maximum of 2,000 shares of Series H Preferred Stock.

Each share of Series H

Preferred Stock is convertible, at the option of the holder but subject to the Company increasing its authorized shares of common

stock, into such number of shares of common stock of the Company as determined by dividing the Stated Value ($500 per share) by

the conversion price ($10 per share).

The Series H Preferred Stock has no liquidation preference, does not pay dividends and the

holder of Series H Preferred Stock shall be entitled to one vote for each share of common stock that the Series H Preferred Stock

may be convertible into.

In addition, the Company entered into an Amendment of a Common Stock Purchase Warrant held by Glen to

acquire nine million shares of common stock that had been assigned to Glen by Guardian Patch LLC.

Pursuant to the amendment, the

Company agreed to provide that the Common Stock Purchase Warrant may be exercised on a cashless basis and provided a beneficial

ownership limitation of 4.99%.

On or about June 23, 2020, the Company and

AltCorp entered into agreements with SURG and Glen Eagles Acquisition LP (“Glen”) into series of agreements regarding

the $4,000,000 SURG Note.

Glen converted in full its $1,000,000 convertible note was issued by the Company on July 8, 2019 plus

$50,000 of accrued interest, into $1,050,000 of a SURG Note via an assignment of a portion ($1,050,000 of a $4,000,000 face value)

of the $4,000,000 SURG Note.

In addition, the Company entered into a consulting agreement with Glen for which the Company shall

pay to Glen $200,000 via an assignment of a portion ($200,000 of a $4,000,000 face value) of the $4,000,000 SURG Note.

turn converted all its $1,250,000 considerations received into 2,500,000 SURG shares.

Per the final settlement agreement with Surge

and per allocation of settlement funds agreement, Glen credit balance for the end of 2021 was $662,500 which included $425,000

credit derived from said settlement (which was paid on January 2022), where the open aged credit balance derived from the above,

along with cash infusion with Glen as off the date of this report is $512,500.

Effective January 2023 the Company agreed with Glen,

that the Company will issue Glen a convertible note for it $512,500 entire balance.

The convertible note pay interest on the unpaid

principal balance hereof at the rate of 10%.

Principal and interest on the outstanding balance shall be paid on or prior to December

31, 2023 (the “Maturity Date”).

Interest shall be calculated on the basis of a 365-day year and actual days elapsed

from the date the balance was created until actual pay-off.

In no event shall the interest charged hereunder exceed the maximum

permitted under the laws of the State of California.

Funding was done or on behalf and order of The Company.

The Note has a conversion

feature whereby Glen may convert the principal and interest payable hereunder into shares of common stock of the Company at a 15%

discount to the market in prior single trade in the last 20 trading days

RWJ Acquisition Note

In connection

with the acquisition of RWJ in September 2017, the Company issued a note.

The note accrues interest at 3.5%, was due on December 31, 2019

and was secured by the assets purchased in the acquisition.

The Company contests the validity of the note, as such the note has not been

The Company entered into a Confidential Settlement Agreement and Mutual Release (“RJW Agreement”) by and between RWJ

Defendants and the Company effective September 26, 2022.

Said RJW Agreement voided the RWJ acquisition Note in its entirely.

LEGAL PROCEEDINGS )

Discover Growth Fund

3, 2018, the Company entered into a Securities Purchase Agreement (the “SPA”) with Discover Growth Fund, LLC (the “Investor”)

pursuant to which the Company issued a Senior Secured Redeemable Convertible Debenture (the “Debenture”) of $8,340,000.

connection with the issuance of the Debenture and pursuant to the terms of the SPA, the Company issued a Common Stock Purchase Warrant

to acquire up to 225,000 shares of common stock for a term of three years (the “Warrant”) on a cash-only basis at

an exercise price of $100 per share with respect to 50,000 Warrant Shares, $75 with respect to 75,000 Warrant Shares and $50 with respect

to 100,000 Warrant Shares.

The holder may not exercise any portion of the Warrants to the extent that the holder would own more than 4.99%

of the Company’s outstanding common stock immediately after exercise.

The outstanding principal amount may be converted at any time

into shares of the Company’s common stock at a conversion price equal to 95% of the Market Price less $5 (the conversion

price is lowered by 10% upon the occurrence of each Triggering Event – the current conversion price is 75% of the Market Price less

The Market Price is the average of the five lowest individual daily VWAP during the period the Debenture is outstanding.

On May 28, 2019,

the Investor delivered to the Company a “Notice of Default and Notice of Sale of Collateral” (the “Notice”).

December 23, 2019, in arbitration between the Company and the Investor, an Interim Award was entered in favor of the Investor.

31, 2020, the Company was informed that a final award was entered (the “Final Award”).

The Final Award affirms that certain

sections of the Debenture constitute unenforceable liquidated damages penalties and were stricken.

Further, it was determined that

the Investor was entitled to recovery of their attorney’s fees.

Consequently, the arbitrator awarded $4,034,444 plus interest

of 7.25% from May 15, 2019 and costs of $55,613.

18, 2020, the Company filed a motion with the United States District Court District of Nevada (the “Nevada Court”) to confirm

the Final Award and a motion to consolidate Investor’s application to confirm the Final Award filed in the U.S.

District Court of

the Virgin Islands (Case No:

3 :20-cv-00012-CVG-RM) (the “Virgin Island Court”).

On February 27, 2020, the Nevada Court denied

the Company’s motion to confirm the Final Award and motion to consolidate and further decided that the confirmation of the Final

Award should be litigated in the Virgin Island Court.

As such, on February 27, 2020, the Company filed a Notice of Entry of Order as well

as a Motion to Confirm the Arbitration Award, address the outstanding issues regarding whether Investor’s rights are subordinated

to other creditors and, thereafter, oversee a commercially reasonable foreclosure sale (Case No:

3 :20-cv-00012-CVG-RM).

It was the Company’s

position that the final Award must first be confirmed and all questions regarding the rights of Investor relative to those of other creditors

must be determined before any foreclosure sale can proceed.

It is further the position of the Company that the previously disclosed foreclosure

sale scheduled by Investor is being conducted in a commercially unreasonable manner and that if Discover proceeded forward with the foreclosure

sale it did so at its own risk.

Nevertheless, on February 28, 2020, Investor advised that it conducted a sale of the Company’s assets.

As the date of this report Investor failed to present a deed of sale for the alleged sale that allegedly took place as noticed.

filed with Virgin Island Court the motions disputing the validity of the alleged sale.

On July 28, 2020, Investor filed in the State of

Nevada a motion for attorney’s fees $48,844 and cost of $716.

The Company filed an answer on August 11, 2020.

16, 2020, Investor motion for attorney’s fees $48,844 and cost of $716 was denied.

The balance was included in accounts

payable for the unearned settlement.

As of December 31, 2022, this case is still pending with the Federal court and the Court has not

taken any substantive action in the matter as of the date of this report.

Redstart Holdings Corp.

Paid Off Notes/Converted

On August 4, 2020,

the Company entered into a Securities Purchase Agreement with Redstart Holdings Corp., an accredited investor (“Redstart”)

pursuant to which the Company issued to Redstart a Convertible Promissory Note (the “Redstart Note No.

1”) of $153,600 for

The Redstart Note No.

1 had a maturity date of November 3, 2021 and the Company agreed to pay interest on the

unpaid principal balance of the Redstart Note No.

1 at the rate of 6% from the date on which the Redstart Note No.

(the “Issue Date”) until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment

or otherwise.

The Company shall have the right to prepay the Redstart Note No.

1, provided it makes a payment including a prepayment

to Redstart as set forth in the Redstart Note No.

The transactions described above closed on August 5, 2020.

The outstanding

principal amount of the Redstart Note No.

1 may not be converted prior to the period beginning on the date that is 180 days following

the Issue Date.

Following the 180 th day, Redstart may convert the Redstart Note No.

1 into shares of the Company’s common

stock at a conversion price equal to 85% of the lowest trading price with a 20-day look back immediately preceding the date

of conversion.

Since the conversion price will vary based on the Company’s stock price, the beneficial conversion feature

associated with this note is accounted for as a derivative liability.

In addition, upon the occurrence and during the continuation

of an Event of Default (as defined in the Redstart Note No.

1), the Redstart Note No.

1 shall become immediately due and payable

and the Company shall pay to Redstart, in full satisfaction of its obligations hereunder, additional amounts as set forth in the

Redstart Note No.

During the year ended December 31, 2021, the entire amount of Note No.

1 of $153,600 plus accrued interest

was converted into 226,532 shares of common stock.

On September 15, 2020,

the Company entered into a Securities Purchase Agreement with Redstart pursuant to which the Company issued to Redstart a Convertible

Promissory Note (the “Redstart Note No.

2”) of $93,600 for $78,000.

The Redstart Note No.

2 had a maturity date of September

15, 2021 and the Company had agreed to pay interest on the unpaid principal balance of the Redstart Note No.

2 at the rate

of 6% from the date on which the Redstart Note No.

2 is issued (the “Issue Date”) until the same becomes due and payable,

whether at maturity or upon acceleration or by prepayment or otherwise.

The Company shall have the right to prepay the Redstart

2, provided it makes a payment including a prepayment to Redstart as set forth in the Redstart Note No.

The transactions

described above closed on September 16, 2020.

The outstanding principal amount of the Redstart Note No.

2 may not be converted

prior to the period beginning on the date that is 180 days following the Issue Date.

Following the 180 th day, Redstart

may convert the Redstart Note No.

2 into shares of the Company’s common stock at a conversion price equal

to 85% of the lowest trading price with a 20-day look back immediately preceding the date of conversion.

Since the conversion price

will vary based on the Company’s stock price, the beneficial conversion feature associated with this note is accounted for

as a derivative liability.

In addition, upon the occurrence and during the continuation of an Event of Default (as defined in the

Redstart Note No.

2), the Redstart Note No.

2 shall become immediately due and payable and the Company shall pay to Redstart, in

full satisfaction of its obligations hereunder, additional amounts as set forth in the Redstart Note No.

During the year ended

December 31, 2021, the entire amount of Note No.

2 of $93,600 plus accrued interest was converted into 89,169 shares

of common stock.

On December 9, 2020, the Company entered into

a Securities Purchase Agreement with Redstart pursuant to which the Company issued to Redstart a Convertible Promissory Note (the

“Redstart Note No.

3”) of $100,200 for $83,500.

The Redstart Note No.

3 had a maturity date of December 9, 2021 and

the Company had agreed to pay interest on the unpaid principal balance of the Redstart Note No.

3 at the rate of 6% from the date

on which the Redstart Note No.

3 is issued (the “Issue Date”) until the same becomes due and payable, whether at maturity

or upon acceleration or by prepayment or otherwise.

The Company shall have the right to prepay the Redstart Note No.

it makes a payment including a prepayment to Redstart as set forth in the Redstart Note No.

The transactions described above

closed on December 11, 2020.

The outstanding principal amount of the Redstart Note No.

3 may not be converted prior to the period

beginning on the date that is 180 days following the Issue Date.

Following the 180 th day, Redstart may convert

the Redstart Note No.

3 into shares of the Company’s common stock at a conversion price equal to 85% of the

lowest trading price with a 20-day look back immediately preceding the date of conversion.

Since the conversion price will vary

based on the Company’s stock price, the beneficial conversion feature associated with this note is accounted for as a derivative

In addition, upon the occurrence and during the continuation of an Event of Default (as defined in the Redstart Note

3), the Redstart Note No.

3 shall become immediately due and payable and the Company shall pay to Redstart, in full satisfaction

of its obligations hereunder, additional amounts as set forth in the Redstart Note No.

During the year ended December 31, 2021,

the entire amount of Note No.

3 of $100,200 plus accrued interest was converted into 135,582 shares of common stock.

On February 10, 2021, the Company entered into

a Securities Purchase Agreement with Redstart pursuant to which the Company issued to Redstart a Convertible Promissory Note (the

“Redstart Note No.

4”) of $184,200 for $153,500.

The Redstart Note No.

4 had a maturity date of February 5, 2022 and

the Company had agreed to pay interest on the unpaid principal balance of the Redstart Note No.

4 at the rate of 6% from the date

on which the Redstart Note No.

4 is issued (the “Issue Date”) until the same becomes due and payable, whether at maturity

or upon acceleration or by prepayment or otherwise.

The Company shall have the right to prepay the Redstart Note No.

it makes a payment including a prepayment to Redstart as set forth in the Redstart Note No.

The transactions described above

closed on February 10, 2021.

The outstanding principal amount of the Redstart Note No.

4 may not be converted prior to the period

beginning on the date that is 180 days following the Issue Date.

Following the 180 th day, Redstart may convert

the Redstart Note No.

4 into shares of the Company’s common stock at a conversion price equal to 85% of the

lowest trading price with a 20-day look back immediately preceding the date of conversion.

Since the conversion price will vary

based on the Company’s stock price, the beneficial conversion feature associated with this note is accounted for as a derivative

In addition, upon the occurrence and during the continuation of an Event of Default (as defined in the Redstart Note

4), the Redstart Note No.

4 shall become immediately due and payable and the Company shall pay to Redstart, in full satisfaction

of its obligations hereunder, additional amounts as set forth in the Redstart Note No.

During the year ended December 31, 2021,

the entire amount of Redstart Note No.

4 of $184,200 plus accrued interest was converted into 386,146 shares of

common stock.

On March 15, 2021, the Company entered into

a Securities Purchase Agreement with Redstart pursuant to which the Company issued to Redstart a Convertible Promissory Note (the

“Redstart Note No.

5”) of $106,200 for $88,500.

The Redstart Note No.

5 had a maturity date of June 15, 2022 and

the Company had agreed to pay interest on the unpaid principal balance of the Redstart Note No.

5 at the rate of 6% from the date

on which the Redstart Note No.

5 is issued (the “Issue Date”) until the same becomes due and payable, whether at maturity

or upon acceleration or by prepayment or otherwise.

The Company shall have the right to prepay the Redstart Note No.

it makes a payment including a prepayment to Redstart as set forth in the Redstart Note No.

The transactions described above

closed on March 17, 2021.

The outstanding principal amount of the Redstart Note No.

5 may not be converted prior to the period

beginning on the date that is 180 days following the Issue Date.

Following the 180 th day, Redstart may convert

the Redstart Note No.

5 into shares of the Company’s common stock at a conversion price equal to 85% of the

lowest trading price with a 20-day look back immediately preceding the date of conversion.

Since the conversion price will vary

based on the Company’s stock price, the beneficial conversion feature associated with this note is accounted for as a derivative

In addition, upon the occurrence and during the continuation of an Event of Default (as defined in the Redstart Note

5), the Redstart Note No.

5 shall become immediately due and payable and the Company shall pay to Redstart, in full satisfaction

of its obligations hereunder, additional amounts as set forth in the Redstart Note No.

During the year ended December 31, 2021,

the entire amount of Redstart Note No.

5 of $106,200 plus accrued interest was converted into 317,837 shares of

common stock.

On May 26, 2021, the Company entered into a

Securities Purchase Agreement with Redstart pursuant to which the Company issued to Redstart a Convertible Promissory Note (the

“Redstart Note No.

6”) of $106,200 for $88,500.

The Redstart Note No.

6 had a maturity date of August 26, 2022 and

the Company had agreed to pay interest on the unpaid principal balance of the Redstart Note No.

6 at the rate of 6% from the date

on which the Redstart Note No.

6 is issued (the “Issue Date”) until the same becomes due and payable, whether at maturity

or upon acceleration or by prepayment or otherwise.

The Company shall have the right to prepay the Redstart Note No.

it makes a payment including a prepayment to Redstart as set forth in the Redstart Note No.

The transactions described above

closed on May 28, 2021.

The outstanding principal amount of the Redstart Note No.

6 may not be converted prior to the period beginning

on the date that is 180 days following the Issue Date.

Following the 180 th day, Redstart may convert the Redstart

6 into shares of the Company’s common stock at a conversion price equal to 85% of the lowest trading

price with a 20-day look back immediately preceding the date of conversion.

Since the conversion price will vary based on the Company’s

stock price, the beneficial conversion feature associated with this note is accounted for as a derivative liability.

upon the occurrence and during the continuation of an Event of Default (as defined in the Redstart Note No.

6), the Redstart Note

6 shall become immediately due and payable and the Company shall pay to Redstart, in full satisfaction of its obligations hereunder,

additional amounts as set forth in the Redstart Note No.

During the year ended December 31, 2021, the entire amount of Redstart

5 of $106,200 plus accrued interest was fully repaid in total cash of $141,782.

September 21, 2021, the Company entered into a Securities Purchase Agreement with Redstart pursuant to which the Company issued

to Redstart a Convertible Promissory Note (the “Redstart Note No.

7”) of $244,500 for $203,750.

The Redstart Note No.

7 had a maturity date of December 22, 2022 and the Company had agreed to pay interest on the unpaid principal balance

of the Redstart Note No.

7 at the rate of 2.5% from the date on which the Redstart Note No.

7 is issued (the “Issue Date”)

until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise.

The Company shall

have the right to prepay the Redstart Note No.

7, provided it makes a payment including a prepayment to Redstart as set forth in

the Redstart Note No.

The transactions described above closed on September 28, 2021.

The outstanding principal amount of the

Redstart Note No.

7 may not be converted prior to the period beginning on the date that is 180 days following the Issue Date.

the 180 th day, Redstart may convert the Redstart Note No.

7 into shares of the Company’s common

stock at a conversion price equal to 85% of the lowest trading price with a 20-day look back immediately preceding the date

of conversion.

Since the conversion price will vary based on the Company’s stock price, the beneficial conversion feature

associated with this note is accounted for as a derivative liability.

In addition, upon the occurrence and during the continuation

of an Event of Default (as defined in the Redstart Note No.

7), the Redstart Note No.

7 shall become immediately due and payable

and the Company shall pay to Redstart, in full satisfaction of its obligations hereunder, additional amounts as set forth in the

Redstart Note No.

During the year ended December 31, 2022, Redstart converted the principal amount and $244,500 and accrued

interest of the convertible note to 8,580,434 shares of the Company’s common stock.

As of December 31, 2022, the

note had an outstanding balance of $0 and accrued interest of $0.

Iliad Research and Trading,

On February 27, 2019,

the Company entered into a note purchase agreement with a third-party investor – Iliad Research and Trading, L.P.(“Iliad”),

pursuant to which the Company issued a promissory note for amount of $2,325,000.

The promissory note had an original issue discount

of $300,000 and the inventor paid consideration of $2,025,000 to the Company, of which $25,000 was for legal expenses.

The outstanding balance of the promissory note is to be paid on the one-year anniversary of the issuance of the note.

on the note accrues at 10% compounding daily.

Subject to the terms and conditions set forth in the note, the Company may prepay

all or any portion of the outstanding balance of the note at any time in an amount in cash equal to 120% of the amount repaid.

In connection with transactions that generate less than $1,000,000 in proceeds, the Company had agreed to not issue any debt instrument

or incurrence of any debt other than trade payables in the ordinary course of business, any securities or agreements to sell common

stock with anti-dilution or price reset/reduction features or any securities that are or may be become convertible or exercisable

into common stock with a price that varies with the market price of the common stock (collectively, “Restricted Issuance

Transaction”).

The outstanding balance of the Note will be increased by 5% in the event the Company enters into a Restricted

Issuance Transaction that is approved by Iliad.

The original issue discount is being amortized to interest expense over the term

of the promissory note.

On February 27, 2020,

the Company and Iliad entered into an Amendment to the Iliad Note (See Note 10) pursuant to which the maturity date of the Iliad

Note was extended to August 27, 2020, provided that the Debt may be converted into shares of common stock of the Company at a conversion

price equal to 80% multiplied by the lowest trading daily VWAP for the common stock during the 20 trading day period ending on

the latest complete trading day prior to the conversion date, provided for the payment by the Company to Iliad of an extension

fee equal to 7.5% of the outstanding balance of the Iliad Note resulting in a new balance of the Iliad Note of $2,765,983 and provided

that the Company’s failure to deliver shares of common stock within three trading days of a conversion would result in an

event of default.

Since the conversion price will vary based on the Company’s stock price, the beneficial conversion feature

associated with this note is accounted for as a derivative liability.

Iliad had agreed to restrict its ability to convert

the Iliad Note and receive shares of common stock such that the number of shares of common stock held by it and its affiliates

after such conversion or exercise does not exceed 9.99% of the then issued and outstanding shares of common stock.

July 20, 2020 the Company and Iliad entered into agreement to extend the maturity of the Iliad Note until February 27, 2021 for

an extension fee of $1,000.

On February 28, 2021 the Company and Iliad entered into agreement to further extend the maturity of

the Iliad Note until May 31, 2021 for $1,000 representing the third extension of the original note.

On May 19, 2021, the Company

and Iliad entered into agreement to further extend the maturity of the Iliad Note until August 31, 2021 for of $1,000 representing

the fourth extension of the original note.

On August 20, 2021, the Company and Iliad entered into agreement to further extend the

maturity of the Iliad Note until December 31, 2021 for $1,000.

During the year ended December 31, 2021, Iliad converted $2,508,737 of

its convertible note into 4,053,069 shares of the Company’s common stock.

The balance of the Iliad debt at December

31, 2022 and December 31, 2021 was $0 and $0, respectively.

Sixth Street Lending LLC

On November 8, 2021,

the Company entered into a Securities Purchase Agreement with Sixth Street Lending LLC (“Sixth Street”) pursuant to

which the Company issued to Sixth Street a Convertible Promissory Note (the “Sixth Street Note”) of $124,200 for $103,500.

The Sixth Street Note had a maturity date of February 8, 2023 and the Company had agreed to pay interest on the unpaid

principal balance of the note at 6% from the date on which the note is issued (the “Issue Date”) until the same becomes

due and payable, whether at maturity or upon acceleration or by prepayment or otherwise.

The Company shall have the right to prepay

the note, provided it makes a payment including a prepayment to Sixth Street as set forth in the Sixth Street Note.

The outstanding

principal amount of the note may not be converted prior to the period beginning on the date that is 180 days following the Issue

Following the 180 th day, Sixth Street may convert the note into shares of the Company’s common

stock at a conversion price equal to 85% of the average of the two lowest trading prices with a 20-day look back

immediately preceding the date of conversion.

Since the conversion price will vary based on the Company’s stock price, the

beneficial conversion feature associated with this note is accounted for as a derivative liability.

In addition, upon the occurrence

and during the continuation of an Event of Default (as defined in the Sixth Street Note), the note shall become immediately due

and payable and the Company shall pay to Sixth Street, in full satisfaction of its obligations hereunder, additional amounts as

set forth in the Sixth Street Note.

As of December 31, 2022, the entire note was converted

into 26,343,190 shares of the Company’s common stock .

Outstanding Notes

$10,000,000 for GBT Technologies S.

In accordance with

the acquisition of GBT-CR the Company issued a convertible note in the principal amount of $10,000,000.

The convertible note bears

interest of 6% and is payable at maturity on December 31, 2021.

At the election of the holder, the convertible note can be

converted into a maximum of 20,000 shares of Series H Preferred Stock.

Each share of Series H Preferred Stock is convertible,

at the option of the holder but subject to the Company increasing its authorized shares of common stock, into such number of shares

of common stock of the Company as determined by dividing the Stated Value ($500 per share) by the conversion price ($500 per share).

On May 19, 2021, the

Company, Gonzalez, GBT-CR and IGOR 1 Corp entered into a Mutual Release and Settlement Agreement and Irrevocable Assignment of

outstanding balance plus accrued interest (the “Gonzalez Agreement”).

Pursuant to the Gonzalez Agreement, without any

party admission of liability and to avoid litigation, the parties had agreed to (i) extend the GBT convertible note maturity date

to December 31, 2022, (ii) amend the GBT convertible note terms to include a beneficial ownership blocker of 4.99% and a modified

conversion feature to the GBT convertible note with 15% discount to the market price during the 20 trading day period ending on

the latest complete trading day prior to the conversion date and (iii) provided for an assignment of the GBT convertible note by

Gonzalez to a third party.

As a result of the change in terms of this convertible note, the Company took a charge related to the

modification of debt of $13,777,480 during the year ended December 31, 2021.

During the year ended

December 31, 2021, IGOR 1 converted $1,284,600 of the convertible note into 4,185,650 shares of the Company’s common

On June 24, 2021, the Company transferred 5,500,000 SURG shares received as repayment of $660,000 of this convertible note

(See Note 4).

During the year ended December

31, 2022, IGOR 1 converted $1,659,669 of the convertible note into 590,117,647 shares of the Company’s common stock.

This convertible note may

convert into shares of the Company’s common stock at a conversion price equal to 85% of the lowest trading price with a 20-day

look back immediately preceding the date of conversion and therefore recorded as derivative liability.

2021, the Company, Gonzalez,

GBT-CR and IGOR 1 Corp entered into a Mutual Release and Settlement Agreement and Irrevocable Assignment of outstanding balance plus

accrued interest (the “Gonzalez Agreement”).

Pursuant to the Gonzalez Agreement, without any party admission of liability

and to avoid litigation, the parties had agreed to (i) extend the GBT convertible note maturity date to December 31, 2022, (ii)

amend the GBT convertible note terms to include a beneficial ownership blocker of 4.99% and a modified conversion feature to the GBT

convertible note with 15% discount to the market price during the 20 trading day period ending on the latest complete trading day prior

to the conversion date and (iii) provided for an assignment of the GBT convertible note by Gonzalez to a third party.

As a result of

the change in terms of this convertible note, the Company took a charge related to the modification of debt of $13,777,480 during

the year ended December 31, 2021.

This convertible note is recorded as derivative liability because of the discounted price on conversion.

During the period ended

December 31, 2023, IGOR 1 converted $1,182,535 of the convertible note into 6,309,235,294 shares of the Company’s common stock.

As of December 31, 2023,

the note had an outstanding balance of $5,175,496 and accrued interest of $2,358,241.

Sixth Street Lending LLC named changed - 1800 Diagonal Lending LLC

- Second Note

On May 5, 2022, the Company entered into a

Securities Purchase Agreement with 1800 Diagonal Lending LLC, an accredited investor (“DL”), pursuant to which the

Company issued to DL a Convertible Promissory Note (the “DL Note”) of $244,500 for $203,500.

The DL Note had a

maturity date of August 4, 2023 and the Company agreed to pay interest on the unpaid principal balance of the DL Note

at 6.0% from the date on which the DL Note is issued (the “Issue Date”) until the same becomes due and payable,

whether at maturity or upon acceleration or by prepayment or otherwise.

The Company shall have the right to prepay the DL Note

at any time from the Issue Date and continuing through 180 days following the Issue Date, provided it makes a payment including

a prepayment premium to DL as set forth in the DL Note.

Paid Off Notes/Converted

Sixth Street Lending

LLC – named changed - 1800 Diagonal Lending LLC -

On May 5, 2022, the Company entered into a Securities

Purchase Agreement with 1800 Diagonal Lending LLC, an accredited investor (“DL”), pursuant to which the Company issued to

DL a Convertible Promissory Note (the “DL Note”) of $244,500 for $203,500.

The DL Note had a maturity date of August

4, 2023 and the Company had agreed to pay interest on the unpaid principal balance of the DL Note at 6.0% from the date on

which the DL Note is issued (the “Issue Date”) until the same becomes due and payable, whether at maturity or upon acceleration

or by prepayment or otherwise.

The Company shall have the right to prepay the DL Note at any time from the Issue Date and continuing

through 180 days following the Issue Date, provided it makes a payment including a prepayment premium to DL as set forth in the DL Note.

The transactions described above funded on May 9, 2022.

2 unchanged sentences

Following the 180 th day,

DL may convert the DL Note into shares of the Company’s common stock at

a conversion price equal to 85% of the lowest trading price during the 20-day period immediately preceding the date of conversion.

In addition, upon the occurrence and during the continuation of an Event of Default (as defined in the DL Note), the DL Note shall become

immediately due and payable and the Company shall pay to DL, in full satisfaction of its obligations hereunder, additional amounts as

set forth in the DL Note.

In no event shall DL be allowed to effect a conversion if such conversion, along with all other shares of Company

common stock beneficially owned by DL and its affiliates would exceed 4.99% of the outstanding shares of the common stock of the Company.

Unless the Company shall have first delivered to DL,

at least 48 hours prior to the closing of any equity (or debt with an equity component) financing in an amount less than $150,000 (“Future

Offering”), written notice describing the proposed Future Offering and providing the Buyer an option during the 48 hour period following

delivery of such notice to DL the securities being offered in the Future Offering on the same terms as contemplated by such Future Offering

then the Company is restricted from conducting the Future Offering during the period beginning on the Issue Date and ending nine months

following the Issue Date.

During the year ended December 31, 2022, 1800

Diagonal lending converted $130,400 of the convertible note into 222,091,971 shares of the Company’s common stock.

DL may convert the DL Note into shares of the Company’s common stock at a conversion price equal to 85%

of the lowest trading price during the 20-day period immediately preceding the date of conversion.

In addition, upon the occurrence and

during the continuation of an Event of Default (as defined in the DL Note), the DL Note shall become immediately due and payable and

the Company shall pay to DL, in full satisfaction of its obligations hereunder, additional amounts as set forth in the DL Note.

event shall DL be allowed to effect a conversion if such conversion, along with all other shares of Company common stock beneficially

owned by DL and its affiliates would exceed 4.99% of the outstanding shares of the common stock of the Company.

Unless the Company shall have first delivered to

DL, at least 48 hours prior to the closing of any equity (or debt with an equity component) financing in an amount less than $150,000

(“Future Offering”), written notice describing the proposed Future Offering and providing the Buyer an option during the

48 hour period following delivery of such notice to DL the securities being offered in the Future Offering on the same terms as contemplated

by such Future Offering then the Company is restricted from conducting the Future Offering during the period beginning on the Issue Date

and ending nine months following the Issue Date.

During the period ended March 31, 2023, the entire

balance of convertible note of $114,100 plus accrued interest of $7,335 was converted into 367,004,026 shares of

common stock.

Convertible Note - On September 13, 2022, the Company

entered into a Securities Purchase Agreement (dated September 9, 2022) with 1800 Diagonal Lending LLC, an accredited investor (“DL”)

pursuant to which the Company issued to DL a Promissory Note (the “DL Note”) of $116,200 with an original issue discount

of $12,450 resulting in net proceeds of the Company of $103,750.

The DL Note had a maturity date of September 9, 2023 and

the Company had agreed to pay interest on the unpaid principal balance of the DL Note at the rate of 12.0% from the date on which the

DL Note is issued (the “Issue Date”).

A one-time interest charge of 12% or $13,944 was applied on the Issue Date

to the principal amount owed under the DL Note.

Accrued, unpaid interest and outstanding principal, subject to adjustment, shall be paid

in ten payments of $13,014.40 resulting in a total payback to DL of $130,144.

The first payment is due October 30,

2022 with nine subsequent payments each month thereafter.

The Company shall have a five-day grace period with respect to each payment.

The Company has right to accelerate payments or prepay in

full at any time with no prepayment penalty.

This DL Note shall not be secured by any collateral or any assets of the Company.

The outstanding

principal amount of the DL Note may not be converted into the Company common shares except in the event of default.

In the event of default

on the DL Note, DL may convert the DL Note into shares of the Company’s common stock at a conversion price equal

to 75% of the lowest trading price with a 10-day look back immediately preceding the date of conversion.

In addition, upon the occurrence

and during the continuation of an event of default (as defined in the DL Note), the DL Note shall become immediately due and payable

and the Company shall pay to DL, in full satisfaction of its obligations hereunder, additional amounts as set forth in the DL Note.

no event shall DL be allowed to effect a conversion if such conversion, along with all other shares of Company common stock beneficially

owned by DL and its affiliates would exceed 4.99% of the outstanding shares of the common stock of the Company.

During the period ended June 30, 2023, the company

paid back $39,043 to 1800 Diagonal lending and the remaining convertible note balance been converted into 136,993,684 shares.

As of December 31, 2023,

the note had an outstanding balance of $0 and an interest of $0.

Outstanding Notes

The Company entered into a series of loan arrangements

with Glen Eagles Acquisition LP pursuant to which it received $512,500 in loans (the “Debt”) from August 2021 up to

September 2022.

The original funded amount of $457,500 included convertible feature into shares of the Company’s common stock

at a conversion price equal to 85% of the lowest trading price during the 20-day period preceding the date of conversion.

In order to include a convertible feature for the

$55,000 which was not covered by convertible feature, on January 24, 2023, the Company issued a consolidated convertible promissory

note to Glen Eagles Acquisition LP in the principal amount of $512,500, which include all prior convertible notes with addition of the

$55,000 straight note.

The convertible promissory note bears interest of 10% and is payable at maturity on December 31,

Glen Eagles Acquisition LP may convert the consolidated convertible Note into shares of the Company’s common stock at a conversion

price equal to 85% of the lowest trading price during the 20-day period preceding the date of conversion.

The Company recorded a

loss on debt extinguishment of $92,737 at the issuance date.

As of December 31, 2023,

the consolidated convertible note had an outstanding balance of $462,500 and an interest of $106,072.

Sixth Street Lending

LLC – named changed - 1800 Diagonal Lending LLC

Straight Note – with

Convertible Feature - On March 1, 2023, the Company entered into a Securities Purchase Agreement, with 1800 Diagonal Lending LLC, an

accredited investor (“DL”) pursuant to which the Company issued to DL a Promissory Note (the “DL Note”) of $59,408 with

an original issue discount of $6,258 resulting in net proceeds of the Company of $53,150.

The DL Note had a maturity date of June

1, 2024 and the Company had agreed to pay interest on the unpaid principal balance of the DL Note at the rate of 12.0% from the

date on which the DL Note is issued.

A one-time interest charge of 12% or $7,128 was applied on the issuance date of the DL

Note to the principal amount owed under the DL Note.

Accrued, unpaid interest and outstanding principal, subject to adjustment, shall

be paid in ten payments of $6,654 resulting in a total payback to DL of $66,536.

The first payment is due April 15, 2023 with nine

subsequent payments each month thereafter.

The Company shall have a five-day grace period with respect to each payment.

The Company has

right to accelerate payments or prepay in full at any time with no prepayment penalty.

This DL Note shall not be secured by any collateral

or any assets of the Company.

The outstanding principal

amount of the DL Note may not be converted into the Company common shares except in the event of default.

In the event of default on

the DL Note, DL may convert the DL Note into shares of the Company’s common stock at a conversion price equal to 75% of the

lowest trading price during the 10 day period immediately preceding the date of conversion.

In addition, upon the occurrence and during

the continuation of an event of default (as defined in the DL Note), the DL Note shall become immediately due and payable and the Company

shall pay to DL, in full satisfaction of its obligations hereunder, additional amounts as set forth in the DL Note.

In no event shall

DL be allowed to affect a conversion if such conversion, along with all other shares of Company common stock beneficially owned by DL

and its affiliates would exceed 4.99% of the outstanding shares of the common stock of the Company.

As of December 31, 2023,

the note had an outstanding balance of $1,486 and a one-time interest charge of $7,129.

Convertible Note - On March

1, 2023, the Company entered into a Securities Purchase Agreement with DL pursuant to which the Company issued to DL a Convertible Promissory

Note (the “DL Convertible Note”) of $62,680 for a purchase price of $52,150.

The DL Convertible Note had a maturity

date of June 1, 2024 and the Company had agreed to pay interest on the unpaid principal balance of the DL Convertible Note

at the rate of 6.0% from the date on which the DL Convertible Note is issued until the same becomes due and payable, whether at maturity

or upon acceleration or by prepayment or otherwise.

The Company shall have the right to prepay the DL Convertible Note, provided it makes

a payment including a prepayment to DL as set forth in the DL Convertible Note.

The outstanding principal

amount of the DL Convertible Note may not be converted prior to the period beginning on the date that is 180 days following the date

the DL Convertible Note is issued.

Following the 180th day, DL may convert the DL Convertible Note into shares of the Company’s

common stock at a conversion price equal to 85% of the lowest trading price during the 20-day period preceding the date of conversion.

In addition, upon the occurrence and during the continuation of an event of default (as defined in the DL Convertible Note), the DL Convertible

Note shall become immediately due and payable and the Company shall pay to DL, in full satisfaction of its obligations hereunder, additional

amounts as set forth in the DL Convertible Note.

In no event shall DL be allowed to effect a conversion if such conversion, along with

all other shares of Company common stock beneficially owned by DL and its affiliates would exceed 4.99% of the outstanding shares

of the common stock of the Company.

During the period ended

December 31, 2023, 1800 Diagonal converted $42,500 of the convertible note into 500,000,000 shares of the Company’s

common stock.

As of December 31, 2023,

the note had an outstanding balance of $20,180 and accrued interest of $6,041.

Sixth Street Lending LLC

On September 13, 2022, the Company entered

into a Securities Purchase Agreement (dated September 9, 2022) with 1800 Diagonal Lending LLC, an accredited investor (“DL”)

pursuant to which the Company issued to DL a Promissory Note (the “DL Note”) of $116,200 with an original issue

discount of $12,450 resulting in net proceeds of the Company of $103,750.

The DL Note had a maturity date of September

9, 2023 and the Company agreed to pay interest on the unpaid principal balance of the DL Note at the rate of 12.0% from the

date on which the DL Note is issued (the “Issue Date”).

Straight Note $47,208 - On April 24,

2023, the Company entered into a Securities Purchase Agreement, with 1800 Diagonal Lending LLC, an accredited investor (“DL”)

pursuant to which the Company issued to DL a Promissory Note (the “DL Note”) in the aggregate principal amount of $47,208 with

an original issue discount of $5,058 resulting in net proceeds of the Company of $42,150.

The DL Note has a maturity date of April

24, 2024 and the Company has agreed to pay interest on the unpaid principal balance of the DL Note at the rate of 12.0% per annum

from the date on which the DL Note is issued (the “Issue Date”).

A one-time interest charge of 12% or $5,664 was

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Accrued, unpaid interest and outstanding principal, subject

to adjustment, shall be paid in ten payments of $13,014.40 resulting in a total payback to DL of $130,144.

The first payment is

due October 30, 2022 with nine subsequent payments each month thereafter.

The Company shall have a five-day grace period with respect

to each payment.

to adjustment, shall be paid in ten payments each in the amount of $5,287.20 resulting in a total payback to DL of $52,872.

payment is due June 15, 2023 with nine subsequent payments each month thereafter.

The Company shall have a five-day grace period with

respect to each payment.

The Company has right to accelerate payments or prepay in full at any time with no prepayment penalty.

Note shall not be secured by any collateral or any assets of the Company.

The outstanding principal amount of the DL Note may not

be converted into the Company common shares except in the event of default.

DL Note shall not be secured by any collateral or any assets of the Company.

The outstanding principal amount of the DL Note may

not be converted into the Company common shares except in the event of default.

In the event of default on the DL Note, DL may convert

the DL Note into shares of the Company’s common stock at a conversion price equal

to 75% of the lowest trading price with a 10-day look back immediately preceding the date of conversion.

In addition, upon

the occurrence and during the continuation of an event of default (as defined in the DL Note), the DL Note shall become immediately

due and payable and the Company shall pay to DL, in full satisfaction of its obligations hereunder, additional amounts as set forth

in the DL Note.

In no event shall DL be allowed to effect a conversion if such conversion, along with all other shares of Company

common stock beneficially owned by DL and its affiliates would exceed 4.99% of the outstanding shares of the common stock

of the Company.

During the year ended December 31, 2022, the

company paid back $39,043 to 1800 Diagonal lending.

the DL Note into shares of the Company’s common stock at a conversion price equal to 75% of the lowest

trading price with a 10-day look back immediately preceding the date of conversion.

In addition, upon the occurrence and during the continuation

of an event of default (as defined in the DL Note), the DL Note shall become immediately due and payable and the Company shall pay to

DL, in full satisfaction of its obligations hereunder, additional amounts as set forth in the DL Note.

In no event shall DL be allowed

to affect a conversion if such conversion, along with all other shares of Company common stock beneficially owned by DL and its affiliates

would exceed 4.99% of the outstanding shares of the common stock of the Company.

As of December 31, 2023,

the note had an outstanding balance of $77,157 and an interest of $13,944.

Sixth Street Lending LLC - Fourth Note

On March 1, 2023, the Company entered into

a Securities Purchase Agreement, with DL pursuant to which the Company issued to DL a Promissory Note (the “DL Note”)

$59,408 with an original issue discount of $6,258 resulting in net proceeds of the Company of $53,150.

The DL Note ha a maturity

date of June 1, 2024 and the Company agreed to pay interest on the unpaid principal balance of the DL Note at the rate of 12.0%

from the date on which the DL Note is issued.

A one-time interest charge of 12% or $7,128 was applied on the issuance date of the

DL Note to the principal amount owed under the DL Note.

Accrued, unpaid interest and outstanding principal, subject to adjustment,

shall be paid in ten payments of $6,653.60 resulting in a total payback to DL of $66,536.

The first payment is due April 15, 2023

with nine subsequent payments each month thereafter.

The Company shall have a five-day grace period with respect to each payment.

The Company has right to accelerate payments or prepay in full at any time with no prepayment penalty.

This DL Note shall not be

secured by any collateral or any assets of the Company.

The outstanding principal amount of the DL Note may not be converted into

the Company common shares except in the event of default.

In the event of default on the DL Note, DL may convert the DL Note into

shares of the Company’s common stock at a conversion price equal to 75% of the lowest trading price during the 10-day period

immediately preceding the date of conversion.

In addition, upon the occurrence and during the continuation of an event of default

(as defined in the DL Note), the DL Note shall become immediately due and payable and the Company shall pay to DL, in full satisfaction

of its obligations hereunder, additional amounts as set forth in the DL Note.

In no event shall DL be allowed to effect a conversion

if such conversion, along with all other shares of Company common stock beneficially owned by DL and its affiliates would exceed

4.99% of the outstanding shares of the common stock of the Company.

Sixth Street Lending LLC - Fifth Note

On March 1, 2023, the Company entered into

a Securities Purchase Agreement with DL pursuant to which the Company issued to DL a Convertible Promissory Note (the “DL

Convertible Note”) of $62,680 for of $52,150.

The DL Convertible Note had a maturity date of June 1, 2024 and the Company

agreed to pay interest on the unpaid principal balance of the DL Convertible Note at the rate of 6.0% from the date on which the

DL Convertible Note is issued until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment

or otherwise.

The Company shall have the right to prepay the DL Convertible Note, provided it makes a payment including a prepayment

to DL as set forth in the DL Convertible Note.

The outstanding principal amount of the DL Convertible Note may not be converted

prior to the period beginning on the date that is 180 days following the date the DL Convertible Note is issued.

Following the

180th day, DL may convert the DL Convertible Note into shares of the Company’s common stock at a conversion price equal to

85% of the lowest trading price during the 20-day period preceding the date of conversion.

the note had an outstanding balance of $26,059 and a one-time interest charge of $5,665.

Convertible Note $50,580 - On April 24,

2023, the Company entered into a Securities Purchase Agreement with 1800 Diagonal Lending LLC, an accredited investor (“DL”)

pursuant to which the Company issued to DL a Convertible Promissory Note (the “DL Note”) in the aggregate principal amount

of $50,580 for a purchase price of $42,150.

The DL Note has a maturity date of July 24, 2024 and the Company has agreed

to pay interest on the unpaid principal balance of the DL Note at the rate of six percent (6.0%) per annum from the date on which the

DL Note is issued (the “Issue Date”) until the same becomes due and payable, whether at maturity or upon acceleration or

by prepayment or otherwise.

The Company shall have the right to prepay the DL Note, provided it makes a payment including a prepayment

to DL as set forth in the DL Note.

The outstanding principal amount of the DL Note may

not be converted prior to the period beginning on the date that is 180 days following the Issue Date.

Following the 180 th day,

DL may convert the DL Note into shares of the Company’s common stock at a conversion price equal to 85%

of the lowest trading price with a 20-day look back immediately preceding the date of conversion.

In addition, upon the occurrence and

during the continuation of an event of default (as defined in the DL Convertible Note), the DL Convertible Note shall become immediately

due and payable and the Company shall pay to DL, in full satisfaction of its obligations hereunder, additional amounts as set forth

in the DL Convertible Note.

In no event shall DL be allowed to effect a conversion if such conversion, along with all other shares

of Company common stock beneficially owned by DL and its affiliates would exceed 4.99% of the outstanding shares of the common

stock of the Company.

during the continuation of an Event of Default (as defined in the DL Note), the DL Note shall become immediately due and payable and

the Company shall pay to DL, in full satisfaction of its obligations hereunder, additional amounts as set forth in the DL Note.

event shall DL be allowed to effect a conversion if such conversion, along with all other shares of Company common stock beneficially

owned by DL and its affiliates would exceed 4.99% of the outstanding shares of the common stock of the Company.

As of December 31, 2023,

the note had an outstanding balance of $50,580 and accrued interest of $3,966.

Stanley Hills LLC

The Company entered into

a series of loan agreements with Stanley Hills LLC (“Stanley”) pursuant to which it received more than $1,000,000 in

loans (the “Debt”) from May 2019 up to December 2019.

On February 26, 2020, in order to induce Stanley to continue to provide

funding, the Company and Stanley entered into a letter agreement providing that the current note payable balance due to Stanley of $1,214,900 may

be converted into shares of common stock of the Company at a conversion price equal to 85% multiplied by the lowest one trading

price for the common stock during the 20-trading day period ending on the latest complete trading day prior to the conversion date.

the conversion price will vary based on the Company’s stock price, the beneficial conversion feature associated with this note

is accounted for as a derivative liability.

Stanley had agreed to restrict its ability to convert the Debt and receive shares of

common stock such that the number of shares of common stock held by it and its affiliates after such conversion or

exercise does not exceed 4.99% of the then issued and outstanding shares of common stock.

During the year ended December 31, 2021,

Stanley converted $1,231,466 of its convertible note plus interest into 4,420,758 shares of the Company’s common

stock, and during the year ended December 31, 2021, Stanley loaned the Company an additional $325,000.

Also, during the year ended December

31, 2021, the Company transferred the SURG shares received as repayment of $800,000 of this convertible note and also converted

$126,003 of accrued interest into the principal balance.

During the year ended December 31, 2021, Gonzalez assigned all his accrued

balances of $424,731 to Stanley in a private transaction that the Company is not part to (See Note 10).

On January 2, 2023, the

Company issued a convertible promissory note to Stanley for its credit balances in the principal amount of $750,000.

The convertible

promissory note bears interest of 10% and is payable at maturity on June 30, 2024.

Stanley may convert the consolidated convertible

Note into shares of the Company’s common stock at a conversion price equal to 85% of the lowest trading price during the 20-day

period preceding the date of conversion.

The Company recorded a gain on debt extinguishment of $408,034 at the issuance date.

As of December 31, 2023

and December 31, 2022 the principal balance of Stanley debt is $661,395 and $116,605 respectively.

The unpaid interest

of the Stanley debt at December 31, 2023 and December 31, 2022 was $49,482 and $20,033, respectively.

On June 22, 2020, the Company received a loan from

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The loan bears

interest at 3.75%, requires monthly principal and interest payments of $731 after 12 months from funding and is due 30 years from the

date of issuance.

The monthly payments were extended by the SBA to all EIDL borrowers with additional 12 months.

Monthly payments will

be commenced on or around June 16, 2022.

On October 1, 2021, the Company entered an Amended Loan Authorization and Agreement with the

SBA providing for the modification of the Original Note providing for monthly principal and interest payments of $1,771 after 24 months

interest at 3.75%, requires monthly principal and interest payments of $731 after 12 months from funding and is due 30 years

from the date of issuance.

The monthly payments have been extended by the SBA to all EIDL borrowers with additional 12 months.

payments will be commenced on or around June 16, 2022.

On October 1, 2021, the Company entered an Amended Loan Authorization and Agreement

with the SBA providing for the modification of the Original Note providing for monthly principal and interest payments of $1,771 after 24 months

from the Original Note commencing on or around June 22, 2022.

6 unchanged sentences

funding of $200,000 was received by the Company on October 5, 2021.

The balance of the note at December 31, 2022 and December 31,

2021 was $350,000 and $350,000 plus accrued interest of $23,497 and $20,399, respectively.

As of December 31, 2022 and

2021, the nonrelated party convertible notes had total outstanding balance of $6,397,727 and 8,145,233, net of debt discount,

and accrued interest of $2,048,766 and $1,547,924, respectively.

Alpha Eda Note

The balance of the note at December 31, 2023 and

at December 31, 2022 was $350,000 and $350,000 plus accrued interest of $36,832 and $23,707, respectively.

did not perform any payment on the loan and seeking hardship from the SBA for reduce payment which was not yet addressed by the SBA.

On November 15, 2020, the Company issued a promissory

1 unchanged sentence

The note accrues interest at 10%, is unsecured and was

due on September 30, 2021.

On June 20, 2021 Alpha and the Company extended the note maturity to December 31, 2022.

of the note at December 31, 2022 and December 31, 2021 was $140,000 and $140,000 plus accrued interest of $32,178 and $29,104, respectively.

Stanley Hills LLC Convertible

The Company entered

into a series of loan agreements with Stanley Hills LLC (“Stanley”) pursuant to which it received more than $1,000,000

in loans (the “Debt”) from May 2019 up to December 2019.

On February 26, 2020, in order to induce Stanley to continue

to provide funding, the Company and Stanley entered into a letter agreement providing that the current note payable balance due

to Stanley of $1,214,900 may be converted into shares of common stock of the Company at a conversion price equal to 85% multiplied

by the lowest one trading price for the common stock during the 20-trading day period ending on the latest complete trading day

prior to the conversion date.

Since the conversion price will vary based on the Company’s stock price, the beneficial conversion

feature associated with this note is accounted for as a derivative liability.

Stanley had agreed to restrict its ability to

convert the Debt and receive shares of common stock such that the number of shares of common stock held by it and its affiliates

after such conversion or exercise does not exceed 4.99% of the then issued and outstanding shares of common stock.

the year ended December 31, 2021, Stanley converted $1,231,466 of its convertible note plus interest into 4,420,758 shares

of the Company’s common stock, and during the year ended December 31, 2021, Stanley loaned the Company an additional $325,000.

Also, during the year ended December 31, 2021, the Company transferred the SURG shares received as repayment of $800,000 of

this convertible note (See Note 5) and converted $126,003 of accrued interest into the principal balance.

During the year ended

December 31, 2021, Gonzalez assigned all his accrued balances of $424,731 to Stanley in a private transaction that the Company

is not part to (See Note 7).

The balance of the Stanley convertible note payable at December 31, 2022 and 2021 was $116,605 and

$116,605, respectively.

The unpaid interest of the Stanley convertible note payable at December

31, 2022 and 2021 was $20,033 and $8,372, respectively.

The Stanley debt is secured via a pledge agreement on the SURG shares.

due on 30, 2021.

On March 31, 2023 Alpha and the Company extended the note maturity to December 31, 2023.

The balance of the note at December 31, 2023 and

at December 31, 2022 was $140,000 and $140,000 plus accrued interest of $46,633 and $32,633, respectively.

Accrued Settlement

In connection with a legal matter filed by the Investor

of the $8,340,000 Senior Secured Redeemable Convertible Debenture, - See PART I;

The Company recorded accrued settlement

of $4,090,057 and $4,090,057 at December 31, 2023 and at December 31, 2022, respectively.

As the Investor claim in writing

that it sold all the Company assets, management decided to issue the Investor an invoice against his Final Award at the end of the 2023

year and offset this liability.

Stanley Hills LLC Accounts

On January 1, 2021, SURG,

AltCorp and Stanley entered into a Mutual Release and Settlement Agreement (“Settlement Agreement”) after Stanley sued SURG.

Pursuant to the terms of the Settlement Agreement, SURG agreed to amend the AltCorp Exchange Agreement where SURG acknowledged a debt

of $3,300,000 (the “Debt”) to be paid in 33 monthly payments of $100,000 payable in shares of common stock of SURG at a per

share price equal the volume weighted average price of Surg’s common stock during the ten (10) trading days immediately preceding

the issuance.

The Company paid $650,000 in cash and the remaining by shares.

The SURG common stock issued to Altcorp has been pledged

since August 12, 2020 for the benefit of Stanley to secure Stanley’s note payable by the Company.

Accordingly, the SURG Common Stock

issued to AltCorp as a result of the Settlement Agreement were pledged to Stanley.

SURG paid $400,000 in cash and $800,000 by

The SURG common stock issued to Altcorp have been pledged since August 12, 2020 for the benefit of Stanley to secure Stanley’s

note payable by the Company.

Accordingly, the SURG Common Stock issued to AltCorp as a result of the Settlement Agreement were pledged

The final settlement SURG agreed to make total payments of $4,200,000 to the Company on or prior to January 7, 2022.

$4.2 million amount consists of $450,000 paid by SURG in November and December 2021, $100,000 to be paid on or about January 4, 2022,

and $3,650,000 to be paid on or prior to January 7, 2022 of which $375,000 will be held in escrow as described before.

The $3,750,000

was recorded as other receivable as of December 31, 2021.

As of December 31, 2022 and 2021, the Company has recorded an outstanding payable

to Stanley of $927,136 and $1,862,928, respectively, recorded under accrued expenses.

Consulting income for both the years ended

December 31, 2022 and 2021 were $45,000 and $180,000.

Consulting income are derived from providing IT consulting services to Stanley

and selling electronic products through e-commerce platforms like Amazon and eBay.

As of December 31, 2023

and 2022, the Company has recorded an outstanding payable to Stanley of $835,933 and $927,136, respectively, recorded under accrued expenses.

Consulting income for both the years ended December

31, 2023 and 2022 were $0 and $90,000.

Consulting income are derived from providing IT consulting services.

Off-Balance Sheet Arrangements

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principles generally accepted in the United States of America (“U.S.

The preparation of our financial statements in

accordance with U.S.

GAAP requires us to make certain estimates, judgments and assumptions that affect the reported amount of assets and

liabilities as of the date of the financial statements, the reported amounts and classification of revenues and expenses during the periods

presented, and the disclosure of contingent assets and liabilities.

We evaluate our estimates and assumptions on an ongoing basis and

material changes in these estimates or assumptions could occur in the future.

Changes in estimates are recorded on the period in which

they become known.

We base our estimates on historical experience and various other assumptions that we believe to be reasonable under

the circumstances and at that time, the results of which form the basis for making judgments about the carrying values of assets and liabilities

that are not readily-apparent from other sources.

Actual results may differ materially from these estimates if past experience or other

assumptions do not turn out to be substantially accurate.

The preparation of our financial statements

in accordance with U.S.

GAAP requires us to make certain estimates, judgments and assumptions that affect the reported amount of assets

and liabilities as of the date of the financial statements, the reported amounts and classification of revenues and expenses during the

periods presented, and the disclosure of contingent assets and liabilities.

We evaluate our estimates and assumptions on an ongoing basis

and material changes in these estimates or assumptions could occur in the future.

Changes in estimates are recorded on the period in

which they become known.

We base our estimates on historical experience and various other assumptions that we believe to be reasonable

under the circumstances and at that time, the results of which form the basis for making judgments about the carrying values of assets

and liabilities that are not readily-apparent from other sources.

Actual results may differ materially from these estimates if past experience

or other assumptions do not turn out to be substantially accurate.

We believe that the accounting policies described

15 unchanged sentences

Marketable Equity Securities

The Company accounts for marketable equity

securities in accordance with ASC Topic 321, Investments – equity securities.

Marketable equity securities are reported

at FV based on quotations available on securities exchanges with any unrealized gain or loss being reported as a component of other

income (expense) on the statement of operations.

The portion of marketable equity security expected to be sold within twelve months

of the balance sheet date is reported as a current asset.

These publicly traded equity securities are valued using quoted prices

and are included in Level 1.

The Company accounts for marketable equity securities

in accordance with ASC Topic 321, Investments – equity securities.

Marketable equity securities are reported at FV based

on quotations available on securities exchanges with any unrealized gain or loss being reported as a component of other income (expense)

on the statement of operations.

The portion of marketable equity security expected to be sold within twelve months of the balance sheet

date is reported as a current asset.

These publicly traded equity securities are valued using quoted prices and are included in Level

Revenue Recognition

Accounting Standards Update (“ASU”)

2014-09, Revenue from Contracts with Customers (“ Topic 606 ”), became effective for the

Company on January 1, 2018.

The Company’s revenue recognition disclosure reflects its updated accounting policies that are

affected by this new standard.

The Company applied the “modified retrospective” transition method for open contracts

for the implementation of Topic 606.

The Company had no significant post-delivery obligations, this new standard did

not result in a material recognition of revenue on the Company’s accompanying CFS for the cumulative impact of

applying this new standard.

The Company made no adjustments to its previously-reported total revenues, as those periods continue

to be presented in accordance with its historical accounting practices under Topic 605, Revenue Recognition .

Accounting Standards Update (“ASU”) No.

2014-09, Revenue from Contracts with Customers (“ Topic 606 ”), became effective for the Company on

January 1, 2018.

The Company’s revenue recognition disclosure reflects its updated accounting policies that are affected by this

new standard.

The Company applied the “modified retrospective” transition method for open contracts for the implementation

of Topic 606.

The Company had no significant post-delivery obligations, this new standard did not result in a

material recognition of revenue on the Company’s accompanying CFS for the cumulative impact of applying this new standard.

Company made no adjustments to its previously-reported total revenues, as those periods continue to be presented in accordance with its

historical accounting practices under Topic 605, Revenue Recognition .

Revenue is recognized under Topic 606 as

executed contracts with

the Company’s customers that it believes are legally enforceable;

identification of performance

obligations in the respective contract;

determination of the transaction

price for each performance obligation in the respective contract;

allocation the transaction

price to each performance obligation;

recognition of revenue

only when the Company satisfies each performance obligation.

five elements, as applied to each of the Company’s revenue category, is summarized below:

IT consulting services

– revenue is recorded on a monthly basis as services are provided;

License fees and Royalties

– revenue is recognized based on the terms of the agreement with its customer.

E-Commerce sales –

the contract(s) with a customer.

ASC 606 defines a contract as “an agreement between

two or more parties that creates enforceable rights and obligations”.

Since this is

an e-commerce sale on the Amazon of eBay websites, the Company just followed the general

terms on Amazon or eBay websites and the customer entered into a contract with the Company

based on the product listed on the Amazon or eBay websites;

the performance obligations in the contract.

According to the contract, the Company is responsible

for operation exclusively.

executed contracts with the Company’s customers that it believes

are legally enforceable;

identification of performance obligations in the respective contract;

determination of the transaction price for each performance obligation

in the respective contract;

allocation the transaction price to each performance obligation;

recognition of revenue only when the Company satisfies each performance

These five elements, as applied to each of the Company’s revenue

category, is summarized below:

IT consulting services – revenue is recorded on a monthly

basis as services are provided;

License fees and Royalties – revenue is recognized based on the

terms of the agreement with its customer.

E-Commerce sales – (relate to

interim reporting as this segment was discontinued)

Identify the contract(s) with a customer.

ASC 606 defines a contract

as “an agreement between two or more parties that creates enforceable rights and obligations”.

Since this is an e-commerce

sale on the Amazon of eBay websites, the Company just followed the general terms on Amazon or eBay websites and the customer entered

into a contract with the Company based on the product listed on the Amazon or eBay websites;

Identify the performance obligations in the contract.

the contract, the Company is responsible for operation exclusively.

The Company is entitled to all revenue which is being paid by

Amazon or eBay into a designated bank account and the Company is responsible for all product

acquisitions as well as shipments.

The only performance obligations were the electronic products

that were listed on Amazon or eBay websites and the Company determined each order is one

single obligation;

the transaction price.

The transaction price set to be the listed price on the Amazon or

eBay websites.;

the transaction price to the performance obligations in the contract.;

revenue when the Company satisfies a performance obligation.

Sales are being recognized upon

Amazon or eBay into a designated bank account and the Company is responsible for all product acquisitions as well as shipments.

only performance obligations were the electronic products that were listed on Amazon or eBay websites and the Company determined

each order is one single obligation;

Determine the transaction price.

The transaction price set to be the

listed price on the Amazon or eBay websites.;

Allocation the transaction price to the performance obligations in

the contract.;

Recognize revenue when the Company satisfies a performance obligation.

Sales are being recognized upon shipment.

Unearned revenue

9 unchanged sentences

(“Touchpoint” or “TGHI”)

pursuant to which the Company granted TGHI a worldwide license for its technologies for a term of five years in the domains of Internet

of Things (IoT) and Artificial Intelligence enabled mobile technologies pertaining to the Company’s digital currency technology

(the “Technology”).

GBT will charge TGHI earned royalties based on actual uses by TGHI of the Technology resulting from revenue

attributable to the use, performance or other exploitation of the Technology, to the extent applicable, after deducting any taxes that

the Company may be required to collect, and deducting any international sales, goods and services, value added taxes or similar taxes

which the Company is required to pay, if any, excluding deductions for taxes on the Company net income.

TGHI agreed to issue the Company

10,000,000 shares of common stock of TGHI in the FV of $50,000 as a one-time fee consideration of the Company entering this Intellectual

Property License and Royalty Agreement, which was booked contract liabilities and amortized over the five-year term.

The Company have

yet to earn any royalty income in relation to this agreement as of December 31, 2022.

The contract liabilities as of December 31, 2022

and December 31, 2021 was $41,444 and $0, respectively.

pursuant to which the Company granted TGHI a worldwide license for its technologies for five years in the domains of Internet of Things

(IoT) and Artificial Intelligence enabled mobile technologies pertaining to the Company’s digital currency technology (the “Technology”).

GBT will charge TGHI royalties based on actual uses by TGHI of the Technology resulting from revenue attributable to the use, performance

or other exploitation of the Technology, to the extent applicable, after deducting any taxes that the Company may be required to collect,

and deducting any international sales, goods and services, value added taxes or similar taxes which the Company is required to pay, if

any, excluding deductions for taxes on the Company net income.

TGHI agreed to issue the Company 10,000,000 shares of common

stock of TGHI in the FV of $50,000 as a onetime fee for the Company entering this Intellectual Property License and Royalty Agreement,

which was booked contract liabilities and amortized over the five-year term.

The Company has yet to earn any royalty income in relation

to this agreement as of September 30, 2023.

The contract liabilities as of September 30, 2023 and December 31, 2022 was $0 and $41,444,

respectively.

On or about May 10, 2023 TGHI filed with the SEC

Form 15 choosing to become a non-reporting entity.

As such the Company void its entire contract liability with TGHI.

Derivative Financial Instruments

The Company evaluates all of its agreements

to determine if such instruments have derivatives or contain features that qualify as embedded derivatives.

For derivative financial

instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its FV and is then re-valued

at each reporting date, with changes in the FV reported in the statements of operations.

For stock-based derivative financial instruments,

the Company uses a weighted average Black-Scholes-Merton option pricing model to value the derivative instruments at inception

and on subsequent valuation dates.

The classification of derivative instruments, including whether such instruments should be recorded

as liabilities or as equity, is evaluated at the end of each reporting period.

Derivative instrument liabilities are classified

in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be

required within 12 months of the balance sheet date.

As of December 31, 2022, the Company’s only derivative financial instrument

was an embedded conversion feature associated with convertible notes payable due to certain provisions that allow for a change

in the conversion price based on a percentage of the Company’s stock price at the date of conversion.

The Company evaluates all of its agreements to determine

if such instruments have derivatives or contain features that qualify as embedded derivatives.

For derivative financial instruments that

are accounted for as liabilities, the derivative instrument is initially recorded at its FV and is then re-valued at each reporting date,

with changes in the FV reported in the statements of operations.

For stock-based derivative financial instruments, the Company uses a

weighted average Black-Scholes-Merton option pricing model to value the derivative instruments at inception and on subsequent valuation

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity,

is evaluated at the end of each reporting period.

Derivative instrument liabilities are classified in the balance sheet as current or

non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance

As of December 31, 2023, the Company’s only derivative financial instrument was an embedded conversion feature associated

with convertible notes payable due to certain provisions that allow for a change in the conversion price based on a percentage of the

Company’s stock price at the date of conversion.

Fair Value of Financial Instruments

For certain of the Company’s financial

instruments, including cash, accounts payable, accrued liabilities and short-term debt, the carrying amounts approximate their

FV due to their short maturities.

FASB ASC Topic 820, Fair Value Measurements

and Disclosures , requires disclosure of the FV of financial instruments held by the Company.

FASB ASC Topic 825, Financial

Instruments , defines FV, and establishes a three-level valuation hierarchy for disclosures of FV measurement that enhances

disclosure requirements for FV measures.

The carrying amounts reported in the consolidated balance sheets for receivables and current

liabilities each qualify as financial instruments and are a reasonable estimate of their FV because of the short period of time

between the origination of such instruments and their expected realization and their current market rate of interest.

levels of valuation hierarchy are defined as follows:

Level 1 inputs to the valuation

methodology are quoted prices for identical assets or liabilities in active markets.

Level 2 inputs to the valuation

methodology include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets

in inactive markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially

the full term of the financial instrument.

Level 3 inputs to the valuation

methodology us one or more unobservable inputs which are significant to the FV measurement.

For certain of the Company’s financial instruments,

including cash, accounts payable, accrued liabilities and short-term debt, the carrying amounts approximate their FV due to their short

FASB ASC Topic 820, Fair Value Measurements and

Disclosures , requires disclosure of the FV of financial instruments held by the Company.

FASB ASC Topic 825, Financial Instruments ,

defines FV, and establishes a three-level valuation hierarchy for disclosures of FV measurement that enhances disclosure requirements

for FV measures.

The carrying amounts reported in the consolidated balance sheets for receivables and current liabilities each qualify

as financial instruments and are a reasonable estimate of their FV because of the short period of time between the origination of such

instruments and their expected realization and their current market rate of interest.

The three levels of valuation hierarchy are defined

Level 1 inputs to the valuation methodology are quoted prices for identical

assets or liabilities in active markets.

Level 2 inputs to the valuation methodology include quoted prices for

similar assets and liabilities in active markets, quoted prices for identical or similar assets in inactive markets, and inputs that

are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 inputs to the valuation methodology us one or more unobservable

inputs which are significant to the FV measurement.

The Company analyzes all financial instruments with

6 unchanged sentences

The Company uses Level 2 inputs for its valuation

methodology for derivative liabilities as their FV were determined by using the Black-Scholes-Merton pricing model based on various

The Company’s derivative liabilities are adjusted to reflect FV at each period end, with any increase or decrease

in the FV being recorded in results of operations as adjustments to FV of derivatives.

methodology for derivative liabilities as their FV were determined by using the Black-Scholes-Merton pricing model based on various assumptions.

The Company’s derivative liabilities are adjusted to reflect FV at each period end, with any increase or decrease in the FV being

recorded in results of operations as adjustments to FV of derivatives.

The Company accounts for income taxes in accordance

8 unchanged sentences

of changes in tax laws and rates on the date of enactment.

Under ASC 740, a tax position is recognized as a benefit

only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination

Under ASC 740, a tax position is recognized as a

benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination

being presumed to occur.

12 unchanged sentences

required to include the disclosure under this Item.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information required by Item 8 appears at Page F-1, which appears

after the signature page to this report.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K/A

Item 7. Management’s Discussion and Analysis