What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2025-03-31 compared with 2024-04-19 · 41 added, 68 removed, 64 unchanged (63% of the section changed)

2 unchanged sentences

The Company is authorized to issue 30,000,000,000

of its $0.00001 par value common stock and 20,000,000 shares of its $0.00001 par value preferred stock Series B and 10,000 shares of

its $0.00001 par value preferred stock Series C, 100,000 shares of its $0.00001 par value preferred Series D shares, 2,000,000 of its

$0.00001 par value preferred Series G shares, 40,000 of its $0.00001 par value preferred Series H shares and 1,000 of its $0.00001 par

value preferred Series I shares.

As of December 31, 2023, 10,253,695,062 shares of common stock, as well as 45,000 shares of preferred

stock Series B, 700 shares of preferred stock Series C, zero shares of preferred stock Series D, zero shares of preferred stock Series

G, 20,000 shares of preferred stock Series H and 1,000 shares of preferred stock Series I were issued and outstanding.

The Board of Directors

reserves the right to issue shares of preferred stock in the future indicating preference or rights as appropriate.

of its $0.00001 par value common stock and 20,000,000 shares of its $0.00001 par value preferred stock Series B and 10,000 shares of its

$0.00001 par value preferred stock Series C, 100,000 shares of its $0.00001 par value preferred Series D shares, 2,000,000 of its $0.00001

par value preferred Series G shares, 40,000 of its $0.00001 par value preferred Series H shares and 1,000 of its $0.00001 par value preferred

Series I shares.

As of December 31, 2024, 16,813,229,180 shares of common stock, as well as 45,000 shares of preferred stock Series B,

700 shares of preferred stock Series C, zero shares of preferred stock Series D, zero shares of preferred stock Series G, 20,000 shares

of preferred stock Series H and 1,000 shares of preferred stock Series I were issued and outstanding.

The Board of Directors reserves

the right to issue shares of preferred stock in the future indicating preference or rights as appropriate.

Market Information

5 unchanged sentences

split of 1 for 100 split in 2019 and 1 for 50 in 2021)

Quarters Ended

Record Holders

14 unchanged sentences

under the rules of the SEC under the Securities Exchange Act of 1934.

The SEC adopted rules that regulate broker-dealer practices in

connection with transactions in penny stocks.

Penny stocks are generally equity securities with a price of less than $5, other than securities

registered on certain national securities exchanges or quoted on the NASDAQ Stock Market System, provided that current price and volume

information with respect to transactions in such securities is provided by the exchange or quotation system.

The penny stock rules require

a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the Commission,

contains a description of the nature and level of risks in the market

for penny stocks in both public offerings and secondary trading;

contains a description of the broker’s or dealer’s duties

to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements

of Securities’ laws;

contains a brief, clear, narrative description of a dealer market, including bid and ask prices for

penny stocks and the significance of the spread between the bid and ask price;

contains a toll-free telephone number for inquiries on disciplinary

defines significant terms in the disclosure document or in the conduct

of trading in penny stocks;

contains such other information and is in such form, including language,

type, size and format, as the Commission shall require by rule or regulation.

The SEC adopted rules that regulate broker-dealer practices in connection

with transactions in penny stocks.

Penny stocks are generally equity securities with a price of less than $5, other than securities registered

on certain national securities exchanges or quoted on the NASDAQ Stock Market System, provided that current price and volume information

with respect to transactions in such securities is provided by the exchange or quotation system.

The penny stock rules require a broker-dealer,

prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the Commission, that:

contains a description of the nature and level of risks in the market for penny stocks in both public offerings and secondary trading;

contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of Securities’ laws;

contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price;

contains a toll-free telephone number for inquiries on disciplinary actions;

defines significant terms in the disclosure document or in the conduct of trading in penny stocks;

contains such other information and is in such form, including language, type, size and format, as the Commission shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting

2 unchanged sentences

the compensation of the broker-dealer and its salesperson in the transaction;

the number of shares to which such bid and ask prices apply, or other

comparable information relating to the depth and liquidity of the marker for such stock;

monthly account statements showing the market value of each penny stock

held in the customer’s account.

the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the marker for such stock;

monthly account statements showing the market value of each penny stock held in the customer’s account.

In addition, the penny stock rules that require that

2 unchanged sentences

that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgement of the receipt

of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written

suitably statement.

of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitably

These disclosure requirements may have the effect of reducing the trading

5 unchanged sentences

For the year ended December 31, 2023, the Company

issued 150,000,000 shares of Company common stock to GBT Tokenize for joint venture agreement between Magic International Argentina FC,

The value of the shares of $1,500 was determined based on the FV of the Company’s common stock.

For the year ended December 31, 2022, the Company

issued 5,500,000 shares of Company common stock to GHS from the Equity Financing Agreement for gross consideration of $231,868, The value

of the shares of was determined based on the Equity Financing.

For the year ended December 31, 2022, the Company

issued 500,000,000 shares of Company common stock to Metaverse for certain equity method investment.

The value of the shares of $5,000 was

determined based on the FV of the Company’s common stock.

For the year ended December 31, 2022, the Company

issued 1,157,809,793 shares of Company common stock upon the conversion of the convertible promissory note and accrued interest to Stanley

For the year ended December 31, 2023, the Company

issued 26,343,190 shares of Company common stock upon the conversion of the convertible promissory note and accrued interest to Redstart.

For the year ended December 31, 2022, the Company

issued 590,117,647 shares of Company common stock upon the conversion of the convertible promissory note and accrued interest to IGOR

For the year ended December 31, 2023, the Company

issued 1,003,997,711 shares of Company common stock upon the conversion of the convertible promissory note and accrued interest to 1800

Diagonal Lending.

For the year ended December 31, 2023, the Company

issued 1,157,809,793 shares of Company common stock upon the conversion of the convertible promissory note and accrued interest to Stanley

For the year ended December 31, 2023, the Company

issued 147,058,824 shares of Company common stock upon the conversion of the convertible promissory note and accrued interest to Glen

6 unchanged sentences

$80,000 was determined based on the FV of the Company’s common stock at the time of issuance.

For the year ended December 31, 2024, the Company

issued 6,559,534,118 shares for the conversion of convertible notes of $555,680 and accrued interest of $1,880.

Series I Preferred Shares

8 unchanged sentences

common stock valued at approximately $50,000.

In order to maintain its 50% ownership interest in GBT Tokenize, the Company agreed to

contribute its portfolio of intellectual property to GBT Tokenize and issue to GBT Tokenize 1,000 shares of Series I Preferred

Stock (the “Series I Stock”) with a stated value of $35,000 per share which is convertible into common stock of the

Company by dividing the stated value by the conversion price of $0.0035, which, if converted in full would result in the issuance of

10 billion shares of common stock of the Company.

In order to maintain its 50% ownership interest in GBT Tokenize, the Company agreed to contribute

its portfolio of intellectual property to GBT Tokenize and issue to GBT Tokenize 1,000 shares of Series I Preferred Stock (the

“Series I Stock”) with a stated value of $35,000 per share which is convertible into common stock of the Company by dividing

the stated value by the conversion price of $0.0035, which, if converted in full would result in the issuance of 10 billion shares of

common stock of the Company.

Further, the Series I Stock will vote on an as converted basis.

1 unchanged sentence

of Series I Preferred Shares outstanding.

We claimed exemption from registration under the

Securities Act for the sales and issuances of these securities under Section 4(a)(2) of the Securities Act and/or Regulation D promulgated

thereunder, in that such sales and issuances did not involve a public offering.

All of the purchasers of unregistered securities for

which we relied on Section 4(a)(2) and/or Regulation D represented that they were accredited investors as defined under the Securities

We claimed such exemption on the basis that (a) the purchasers in each case represented that they intended to acquire the securities

for investment only and not with a view to the distribution thereof and that they either received adequate information about the registrant

or had access, through employment or other relationships, to such information and (b) appropriate legends were affixed to the stock certificates

issued in such transactions.

We claimed exemption from registration under the Securities

Act for the sales and issuances of these securities under Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder,

in that such sales and issuances did not involve a public offering.

All of the purchasers of unregistered securities for which we relied

on Section 4(a)(2) and/or Regulation D represented that they were accredited investors as defined under the Securities Act.

such exemption on the basis that (a) the purchasers in each case represented that they intended to acquire the securities for investment

only and not with a view to the distribution thereof and that they either received adequate information about the registrant or had access,

through employment or other relationships, to such information and (b) appropriate legends were affixed to the stock certificates issued

in such transactions.

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

Item 5. Market for Registrant’s Common Equity