What changed in this filing

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Item 7. Management’s Discussion and Analysis

2025-03-31 compared with 2024-04-19 · 186 added, 573 removed, 266 unchanged (74% of the section changed)

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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 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

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 discretion;

(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.

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

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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.

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, 2024 and 2023

are compared in the sections below.

General Overview

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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

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.

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.

As described in Part I;

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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

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 growth.

GBT Tokenize Joint Venture - 2023 Tokenize

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the 2022 Tokenize Agreement.

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.

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

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).

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 20,

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

(“VisionWave”)

2024, Tokeniz, entered into a Patent Purchase Agreement with VisionWave Technologies Inc.

(“VisionWave” or “VW”)

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

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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.

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”).

If the final Purchase Price per 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 Anat Attia.

On June 4, 2024 Tokenize were issued additional 222 shares of VW for consideration of ten million Avant Technologies

(“AVAI”) shares.

On August 17, 2024 Tokenize, the Company.

and Magic entered into

agreements effective March 26, 2024 which assign the shares issued by the Company to Tokenize, 500 to GBT and 500 to Magic.

transaction the Company holds 500 shares and Tokenize hold 222 shares of VW.

As of September 30, 2024, the Company holds 26.53%

of VW’s issued and outstanding shares.

Here is the breakdown of the Company and Tokenize VW’s

shareholders:

On March 26, 2024, Bannix

Acquisition Corp., a Delaware corporation (“Bannix”), entered into a Business Combination Agreement (the “Original Agreement”),

by and among Bannix, VisionWave Technologies, Inc., a Nevada corporation (“Target”) and the shareholders of Target.

On September 6, 2024, Bannix

entered into a Merger Agreement and Plan of Reorganization (the “Merger Agreement”), by and among Bannix, VisionWave Holdings,

Inc., a Delaware corporation and a direct, wholly owned subsidiary of Bannix (“VisionWave Holdings”), BNIX Merger Sub, Inc.,

a Delaware corporation and a direct, wholly owned subsidiary of VisionWave Holdings (“Parent Merger Sub”), BNIX VW Merger

Sub, Inc., a Nevada corporation and direct, wholly owned subsidiary of VisionWave, and Target.

The Merger Agreement and the transactions

contemplated thereby were approved by the boards of directors of each of Bannix, VisionWave Holdings, Parent Merger Sub, Company Merger

Sub, and Target, ans subject to Bannix shareholder’s approval.

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

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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.

As of December 31, 2024 and

2023, the notes had an outstanding balance of $46,250 and accrued interest of $0, respectively.

As of December 31, 2024 and 2023, the marketable security

had a FV of $2,462 and $1,692, respectively.

Wireless mesh networking:

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existing networks.

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

customer networks.

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

Wireless mesh networking marke ts - The Company potentially will

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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

The Company operates in a high-tech marketplace and

relies on professionals and partnerships all over the world, which is impacted by the global pandemic, causing the Company’s resources

to be affected.

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.

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).

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

will be effectively contained, nor can we predict the severity and duration of its impact.

If the outbreak of COVID-19 is not effectively

and timely controlled, our business operations and financial condition may be materially and adversely affected as a result of the deteriorating

market outlook for sales, the slowdown in regional and national economic growth, weakened liquidity and financial condition of our customers

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.

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.

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

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.

In October 2023, the Hamas

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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,

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.

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

domestic corporations and certain U.S.

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.

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.

In addition, certain exceptions apply to the excise tax.

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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;

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,

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 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

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Years ended December 31, 2024 and 2023

A comparison of the statements of operations for the year ended December

A comparison of the statements of operations for the years ended December

31, 2024 and 2023 is as follows:

Years Ended December 31,

Consulting income

Cost of sales

General and administrative expenses

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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 )

Income (loss) from operations

Other income (expense), net

Income (loss) before provision for income taxes

Provision for income taxes

Loss (income) from continued operations

(17,733,241 )

(22,979,885 )

Income (loss) from continued operations

Discontinued operations

Net loss (income)

$ (17,771,626 )

$ (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 $20,353,852;

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

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.

Net income (loss)

The Company have not generated any revenues for the

years ended December 31, 2024 and 2023.

Operating expenses for the year ended December 31,

2024 were $644,697, compared to $1,740,221 for the same period in 2023.

The decrease of $1,095,524 or 63% was principally due to a decrease

in marketing expenses of $44,516, decrease in general and administrative expenses of $430,980, and decrease in professional expenses of

$620,028 for the year ended December 31, 2024 due to the cash flow issues.

Other income for the year ended December 31, 2024

was $21,320,142, an increase of $37,313,162 or 217% from $15,993,020 expenses for the same period in 2023.

The increase in other income

was principally due to i) a gain from debt extinguishment of $7,800,449;

ii) gain from change in FV of derivative liability by $14,035,071;

iii) reduction in interest expense and financing costs of $457,436.

Net income for the year ended December 31, 2024 was

$20,675,445 compared to the net loss of $17,771,626 for the same period in 2023 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 $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 accompanying cash flow statements have been prepared

assuming the Company will continue as a going concern.

The Company has an accumulated deficit of $295,278,233 and has a

working capital deficit of $9,940,379 as of December 31, 2024, which raises substantial doubt about its ability to continue as a going

The Company’s ability to continue as a going

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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 $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.

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 $125 and $529 at December 31, 2024 and

2023, respectively.

Cash provided by operating activities during the year ended December 31, 2024 was $27,142, compared to $51,341 used

in operating activities during the same period in 2023.

The amount provided by operating activities for the year ended December 31 2024

was primarily related to a net income of $20,675,445 and offset by amortization of debt discount of $46,003, excess of debt discount and

financing costs of $7,084, change in FV of derivative liability of $14,035,071, change in FV of market equity security of $10,000, gain

on debt extinguishment of $7,800,449, and net working capital increase of $1,087,393.

Our working capital position changed by going from

a working capital deficit of $31,781,634 at December 31, 2023 to a working capital deficit of $9,940,379 at December 31, 2024.

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, 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

$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).

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.

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.

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 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.

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

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 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.

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 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 $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 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

the Small Business Administration under the Economic Injury Disaster Loan program related to the COVID-19 relief efforts.

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 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.

On March 17, 2022 the SBA notified it deferred the payments to

all COVID-19 EIDL loans will have the first payment due extended from 24-months to 30-months from the date of the note.

Note will continue to bear interest at 3.75% and is due 30 years from the date of issuance of the Original Note.

The Modified Note

is guaranteed by Douglas Davis, the former CEO of the Company and current consultant, as well as by GBT Tokenize Corp.

The additional

funding of $200,000 was received by the Company on October 5, 2021.

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

note to Alpha Eda, LLC (“Alpha”), a related party for $140,000.

The note accrues interest at 10%, is unsecured and was

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

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.

the years ended December 31, 2024 and 2023.

Cash used in financing activities for the year ended

December 31, 2024 was $27,546, compared to $38,182 provided by the same period in 2023.

The decrease is due to the repayment of notes

payable of $27,546.

We obtained a net income of $20,675,445 for the year

ended December 31, 2024.

In addition, we had a working capital deficit of $9,940,379 and an accumulated deficit of $295,278,233 at December

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

33 unchanged sentences

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 .

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;

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;

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

recognition of revenue only when the Company satisfies each performance obligation.

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)

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;

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.

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;

According to 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;

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.;

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

Unearned revenue represents the net amount received

for the purchase of products that have not seen shipped to the Company’s customers.

On January 28, 2022 awarded the Company with

injunction against RWJ Defendants, where all fee funds generating from resale should be deposited into GBT blocked account, and therefore

RWJ Defendants cannot use these funds without court order - $19,810 been credited as unearned revenue until court final decision.

Company has $0 and $48,921 of unearned revenue at December 31, 2023 and December 31, 2022, respectively.

Contract liabilities

On February 22, 2022, the Company entered into an

Intellectual Property License and Royalty Agreement with Touchpoint Group Holdings, Inc.

(“Touchpoint” or “TGHI”)

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

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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.

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

19 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.

13 unchanged sentences

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.

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

2 unchanged sentences

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 7. Management’s Discussion and Analysis