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Item 9A. Controls and Procedures

2025-03-31 compared with 2024-04-19 · 1398 added, 1738 removed, 1033 unchanged (75% of the section changed)

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CONTROLS AND PROCEDURES

We maintain a system of

disclosure controls and procedures (as defined in Securities Exchange Act Rule 15d-15I) that are designed to ensure that information

required to be disclosed in our reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods

required under the SEC’s rules and forms and that the information is gathered and communicated to our management, including our

Chief Executive Officer (Principal Executive and Financial Officer) to allow for timely decisions regarding required disclosure.

As required by SEC Rule

15d-15(b), our Chief Executive Officer (Principal Executive and Financial Officer), carried out an evaluation under the supervision and

with the participation of our management, of the effectiveness of the design and operation of our disclosure controls and procedures

pursuant to Exchange Act Rule 15d-14 as of the end of the period covered by this report.

Based on the foregoing evaluation, our management

concluded that our disclosure controls and procedures are not effective in timely alerting management to material information required

to be included in our periodic SEC filings and to ensure that information required to be disclosed in our periodic SEC filings is accumulated

and communicated to our management, including our Chief Executive Officer (Principal Executive and Financial Officer) to allow timely

decisions regarding required disclosure.

We maintain a system of disclosure

controls and procedures (as defined in Securities Exchange Act Rule 15d-15I) that are designed to ensure that information required to

be disclosed in our reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods required under

the SEC’s rules and forms and that the information is gathered and communicated to our management, including our Chief Executive

Officer (Principal Executive and Financial Officer) to allow for timely decisions regarding required disclosure.

As required by SEC Rule 15d-15(b),

our Chief Executive Officer (Principal Executive and Financial Officer), carried out an evaluation under the supervision and with the

participation of our management, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to

Exchange Act Rule 15d-14 as of the end of the period covered by this report.

Based on the foregoing evaluation, our management concluded

that our disclosure controls and procedures are not effective in timely alerting management to material information required to be included

in our periodic SEC filings and to ensure that information required to be disclosed in our periodic SEC filings is accumulated and communicated

to our management, including our Chief Executive Officer (Principal Executive and Financial Officer) to allow timely decisions regarding

required disclosure.

MANAGEMENT’S ANNUAL

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Our management, consisting

of our Chief Executive Officer (Principal Executive and Financial Officer), is responsible for establishing and maintaining adequate

internal control over financial reporting.

of our Chief Executive Officer (Principal Executive and Financial Officer), is responsible for establishing and maintaining adequate internal

control over financial reporting.

Internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f) and 15d-15(f),

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includes those policies and procedures that:

Pertain to the maintenance of records that in reasonable detail accurately

and fairly reflect the transactions and dispositions of our assets;

Provide reasonable assurance that transactions are recorded as necessary

to permit preparation of our financial statements in accordance with generally accepted accounting principles, and that our receipts

and expenditures are being made only in accordance with authorizations of our management and directors;

Provide reasonable assurance regarding prevention or timely detection

of unauthorized acquisition, use of disposition of our assets that could have a material effect on the financial statements.

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of our financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors;

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use of disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, ICFR reporting

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to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Our management assessed the effectiveness of our

ICFR reporting as of December 31, 2023.

Based on this assessment, management believes that as of December 31, 2023, our ICFR reporting

is not effective based on those criteria.

Our management assessed the effectiveness of our ICFR

reporting as of December 31, 2024.

Based on this assessment, management believes that as of December 31, 2024, our ICFR reporting is not

effective based on those criteria.

This annual report does not include an attestation

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OTHER INFORMATION

None of our directors or executive

officers adopted or terminated a Rule 10b5-1 trading arrangement or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined

in Item 408(c) of Regulation S-K) during the year ended December 31, 2023.

None of our directors or executive officers adopted

or terminated a Rule 10b5-1 trading arrangement or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c)

of Regulation S-K) during the year ended December 31, 2024.

Disclosure Regarding Foreign Jurisdictions

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Mansour Khatib

Chief Executive Officer, Chief Financial Officer and Director

Secretary and Director

Michael Murray

Chief Executive Officer, Chief Financial Officer

Michael Murray - On November 27, 2024, the Company appointed Michael

Murray as its interim Chief Executive Officer.

Murray will continue in his role as the Chief Executive Officer of Tokenize,

where he has served since June 2022.

However, he will not serve as a director of the Company at this time.

Additionally, Mansour

Khatib, the current Chief Executive Officer of the Company, will transition to the role of Secretary of the Company.

Murray brings over two decades of diverse experience

spanning real estate administration, asset management, and corporate governance.

Over the past five years, his key roles have included

serving as the Chief Executive Officer of GBT Tokenize Corp.

from June 2022 to present GBT Tokenize Corp is engaged in Artificial Intelligence

and blockchain technologies, achieving substantial shareholder value through strategic intellectual property monetization.

has served as self-employed Executive Director Real Estate and Loan broker from January 2022 to present where he modeled and managed commercial

and residential real estate transactions, specializing in financial engineering and risk analysis which include tasks as a managing director

and general contractor for Residential Homes where he supervised construction and development projects, securing entitlements and navigating

regulatory compliance for large-scale real estate ventures

Danny Rittman

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From May 2013 through July 2014, Mr.

Khatib served as

VP of Marketing for Sun Energy Partners, LLC, developing solar rooftop projects.

Khatib served as VP

of Marketing for Sun Energy Partners, LLC, developing solar rooftop projects.

From July 2014 through the present, Mr.

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Khatib received B.A.

in Economics from Fachhochschule Wuppertal in Wuppertal, Germany in 1988

and a Bachelors in Electro Engineering & Computer Technology from University Aachen in Aachen, Germany in 1985.

Khatib is the

Company’s CEO and director.

in Economics from Fachhochschule Wuppertal in Wuppertal, Germany in 1988 and

a Bachelors in Electro Engineering & Computer Technology from University Aachen in Aachen, Germany in 1985.

Khatib is the Company’s

secretary and director.

Family Relationships

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executive officers has:

Had a bankruptcy petition filed by or against any business of which

such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.

Been convicted in a criminal proceeding or been subject to a pending

criminal proceeding, excluding traffic violations and other minor offenses.

Been subject to any order, judgment or decree, not subsequently reversed,

suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise

limiting his involvement in any type of business, securities or banking activities.

Been found by a court of competent jurisdiction (in a civil action),

the SEC, or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the

judgment has not been reversed, suspended or vacated.

Been the subject to, or a party to, any sanction or order, not subsequently

reverse, suspended or vacated, of any self-regulatory organization, any registered entity, or any equivalent exchange, association,

entity or organization that has disciplinary authority over its members or persons associated with a member.

Had a bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.

Been convicted in a criminal proceeding or been subject to a pending criminal proceeding, excluding traffic violations and other minor offenses.

Been subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities.

Been found by a court of competent jurisdiction (in a civil action), the SEC, or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

Been the subject to, or a party to, any sanction or order, not subsequently reverse, suspended or vacated, of any self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Corporate governance

On December 17, 2015, the Company established a Nominating

and Corporate Governance Committee, a Compensation Committee and an Audit Committee (collectively, the “Committees”) and

approved and adopted charters to govern each of the Committees.

and Corporate Governance Committee, a Compensation Committee and an Audit Committee (collectively, the “Committees”) and approved

and adopted charters to govern each of the Committees.

Currently, there are no members on each of the committees

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employment agreement is terminated.

On August 1, 2021, the Company and Danny Rittman, Chief Technology Officer and a Director of the

Company, agreed to amend his employment agreement pursuant to which he will receive salary at the rate of $5,000 per month.

On August 1, 2021, the Company and Danny Rittman, Chief Technology Officer and a Director of the Company,

agreed to amend his employment agreement pursuant to which he will receive salary at the rate of $5,000 per month.

On April 16, 2016 (the “Effective Date”),

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agreed to serve as the Chief Marketing Officer of the Company.

Mansour Khatib was also appointed as a director of the Company on

the Effective Date.

Mansour Khatib was also appointed as a director of the Company on the

Effective Date.

Pursuant to the terms of the Employment Agreement, Mr.

Khatib will receive an annual salary of $100,000 upon the

Company generating $1,000,000 in revenue during any three (3) month period.

Khatib will receive an annual salary of $100,000 upon the Company

generating $1,000,000 in revenue during any three (3) month period.

There is no understanding or arrangement between Mr.

and any other person pursuant to which he was appointed as an executive officer and director.

Khatib and any

other person pursuant to which he was appointed as an executive officer and director.

Khatib does not have any family relationship

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Upon the Company generating

$1,000,000 in revenue during any three (3) month period (the “Threshold Requirement”), the Executive will receive salary

at the rate of $100,000 annually (the “Base Salary”);

provided, however, that that Company shall pay to Executive $5,000

per month (the “Monthly Salary Advance”) commencing on August 15, 2016, which such Monthly Salary Advance shall be an advance

$1,000,000 in revenue during any three (3) month period (the “Threshold Requirement”), the Executive will receive salary at

the rate of $100,000 annually (the “Base Salary”);

provided, however, that that Company shall pay to Executive $5,000 per

month (the “Monthly Salary Advance”) commencing on August 15, 2016, which such Monthly Salary Advance shall be an advance

on the Base Salary and shall continue to be paid to Executive until such time that the Company launches its Guardian Patch technology

into the consumer markets.

Once the Threshold Requirement is met, the Base Salary will be payable in equal increments not less often

than monthly in arrears and in any event consistent with the Company’s payroll policy and practices.

On August 1, 2021, the Company

amend his employment agreement pursuant to which he will receive salary at the rate of $5,000 per month.

Once the Threshold Requirement is met, the Base Salary will be payable in equal increments not less often than

monthly in arrears and in any event consistent with the Company’s payroll policy and practices.

On August 1, 2021, the Company amend

his employment agreement pursuant to which he will receive salary at the rate of $5,000 per month.

Delinquent Section 16(a) Reports

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Code of Ethics

We have adopted a Code of Ethics that applies to

all officers, directors and employees.

The Company will provide to any person without charge a copy of such code of ethics upon written

request to the Company at its registered offices.

We have adopted a Code of Ethics that applies to all

officers, directors and employees.

The Company will provide to any person without charge a copy of such code of ethics upon written request

to the Company at its registered offices.

EXECUTIVE COMPENSATION

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Name and principal

None Equity Incentive

Compensations

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Mansour Khatib

Chief Executive

Current Secretary (Chief Executive

Officer) and director

Michael Murray

Chief Executive

The compensation discussed herein addresses all compensation

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During the years ended December

31, 2023 and 2022, there were 2 non-employee directors.

31, 2024, there were 3 non-employee and 2 directors and 2023 there were 2 non-employee and directors.

Outstanding Equity Awards at Fiscal Year-End

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The following table sets forth information with respect

to the beneficial ownership of the Common Stock as of April 15, 2024 by (i) each person known by the Company to own beneficially more

to the beneficial ownership of the Common Stock as of January 30, 2025 by (i) each person known by the Company to own beneficially more

than 5% of the outstanding Common Stock;

(ii) each director of the Company;

(iii) each officer of the Company and (iv) all executive

officers and directors as a group.

Except as otherwise indicated below, each of the entities or persons named in the table has sole voting

and investment powers with respect to all shares of Common Stock beneficially owned by it or him as set forth opposite its or his name.

of Beneficial Owner

(iii) each officer of the Company and (iv) all executive officers

and directors as a group.

Except as otherwise indicated below, each of the entities or persons named in the table has sole voting and

investment powers with respect to all shares of Common Stock beneficially owned by it or him as set forth opposite its or his name.

Name of Beneficial Owner

Danny Rittman (2)

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All Officers and Directors as a Group

Beneficial ownership is determined in accordance with the Rule 13d-3(d)(1)

of the Exchange Act, as amended and generally includes voting or investment power with respect to securities.

Pursuant to the rules

and regulations of the Securities and Exchange Commission, shares of common stock that an individual or group has a right to acquire

within 60 days pursuant to the exercise of options or warrants are deemed to be outstanding for the purposes of computing the percentage

ownership of such individual or group, but are not deemed to be outstanding for the purposes of computing the percentage ownership

of any other person shown in the table.

The above is based on 16,813,229,180 shares of common stock outstanding as of April 15, 2024

Beneficial ownership is determined in accordance with the Rule 13d-3(d)(1) of the Exchange Act, as amended and generally includes voting or investment power with respect to securities.

Pursuant to the rules and regulations of the Securities and Exchange Commission, shares of common stock that an individual or group has a right to acquire within 60 days pursuant to the exercise of options or warrants are deemed to be outstanding for the purposes of computing the percentage ownership of such individual or group, but are not deemed to be outstanding for the purposes of computing the percentage ownership of any other person shown in the table.

The above is based on 16,813,229,180 shares of common stock outstanding as of January 30, 2025.

Current Officer and Director of the Company.

Metaverse Kit Corp was a 50/50 Joint venture

between the Company and ldar Gainulin and Maria Belova.

Metaverse Kit Corp was a 50/50 Joint venture between the Company and ldar Gainulin and Maria Belova.

which was assigned on June 10, 2022 to ldar Gainulin and Maria Belova.

The company contributed 500,000,000 share of the common stock to Metaverse Kit.

On March 14, 2023, the Company received a counter

signed Settlement Agreement and Release by ldar Gainulin and Maria Belova dated March 2, 2023 (“Settlement Agreement”).

Pursuant to the Settlement Agreement, the parties agreed that Metaverse Agreement, the Metaverse APA and the Consulting Agreement

are void and cancelled.

ldar Gainulin and Maria Belova agreed to pay $5,000 to the Company as settlement payment and surrender

their shares in Metaverse Kit.

GBT Tokenize Corp is a 50/50 Joint venture between the Company and

Tokenize-It S.A.

On March 14, 2023, the Company received a counter signed Settlement Agreement and Release by ldar Gainulin and Maria Belova dated March 2, 2023 (“Settlement Agreement”).

Pursuant to the Settlement Agreement, the parties agreed that Metaverse Agreement, the Metaverse APA and the Consulting Agreement are void and cancelled.

ldar Gainulin and Maria Belova agreed to pay $5,000 to the Company as settlement payment and surrender their shares in Metaverse Kit.

GBT Tokenize Corp is a 50/50 Joint venture between the Company and Tokenize-It S.A.

which was assigned on June 30, 2021 to Magic International Argentina F.C, S.L.

Controlled by Sergio Fridman,

a third party GBT Tokenize Corp hold 16,000,000 shares of the Company’s common stock.

On April 11, 2022 the company, through

its own subsidiary, Greenwich International Holdings, entered into a Master Joint Venture and Territorial License Agreement (the

“Tokenize Agreement”) with Magic which replaced a prior joint venture entered between the parties, per which GBT Tokenize

Corp to hold an additional 150,000,000 shares of the Company’s common stock.

In addition, GBT Tokenize is the holder of

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

No Director, executive officer, affiliate or any

owner of record or beneficial owner of more than 5% of any class of voting securities of the Company is a party adversary to the Company

or has a material interest adverse to the Company.

Controlled by Sergio Fridman, a third party GBT Tokenize Corp hold 16,000,000 shares of the Company’s common stock.

On April 11, 2022 the company, through its own subsidiary, Greenwich International Holdings, entered into a Master Joint Venture and Territorial License Agreement (the “Tokenize Agreement”) with Magic which replaced a prior joint venture entered between the parties, per which GBT Tokenize Corp to hold an additional 150,000,000 shares of the Company’s common stock.

In addition, GBT Tokenize is the holder of 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.

No Director, executive officer, affiliate or any owner

of record or beneficial owner of more than 5% of any class of voting securities of the Company is a party adversary to the Company or

has a material interest adverse to the Company.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,

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Chief Executive Officer (From January 1, 2019 to April 11, 2020), to form GBT BitSpeed Corp., a Nevada company (“GBT BitSpeed”).

The purpose of GBT BitSpeed is to develop, maintain and support its proprietary Extreme Transfer Software Application Concurrency, a

software application to transfer secure, accelerated transmission of large file data over networks, and connection to cloud storage,

Network-Attached Storage (NAS) and Storage Area Networks (SANs) (“Concurrency”).

BitSpeed shall contribute the services and

resources for the development of Concurrency to GBT BitSpeed.

The Company shall contribute 10 million shares of common stock of the Company

to GBT BitSpeed.

The purpose of GBT BitSpeed is to develop, maintain and support its proprietary Extreme Transfer Software Application Concurrency, a software

application to transfer secure, accelerated transmission of large file data over networks, and connection to cloud storage, Network-Attached

Storage (NAS) and Storage Area Networks (SANs) (“Concurrency”).

BitSpeed shall contribute the services and resources for the

development of Concurrency to GBT BitSpeed.

The Company shall contribute 10 million shares of common stock of the Company to GBT BitSpeed.

BitSpeed and the Company will each own 50% of GBT BitSpeed.

The Company shall appoint two directors and BitSpeed shall

appoint one director of GBT BitSpeed.

The Company shall appoint two directors and BitSpeed shall appoint one director

of GBT BitSpeed.

In addition, GBT BitSpeed and Mr.

Davis entered into a Consulting Agreement in which Mr.

(which was the Company’s EO from January 1, 2019 until April 11, 2020) is engaged to provide services for $10,000 per month payable

quarterly which may be paid in shares of common stock calculated by the amount owed divided by the Company’s 20-day VWAP.

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

term of the Consulting Agreement was two years.

Davis (which was the Company’s

EO from January 1, 2019 until April 11, 2020) is engaged to provide services for $10,000 per month payable quarterly which may be paid

in shares of common stock calculated by the amount owed divided by the Company’s 20-day VWAP.

Davis will provide services in

connection with the development of the business as well as GBT BitSpeed’s capital raising efforts.

The term of the Consulting Agreement

was two years.

The closing of the BitSpeed Agreement occurred on October 14, 2019.

On March 31, 2023

Doug Davis gave notice to the Company of termination of the consulting agreement dated October 10, 2019.

On July 20, 2023, the Company through its wholly

owned subsidiary, Greenwich International Holdings, a Costa Rica corporation (“Greenwich”), entered into an Amended and Restated

On March 31, 2023 Doug Davis gave notice to the Company

of termination of the consulting agreement dated October 10, 2019.

On July 20, 2023, the Company through its wholly owned

subsidiary, Greenwich International Holdings, a Costa Rica corporation (“Greenwich”), entered into an Amended and Restated

Joint Venture (the “2023 Tokenize Agreement”) with Magic Internacional Argentina FC, S.L.

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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 start-ups (“Technology Portfolio”).

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 start-ups (“Technology Portfolio”).

In addition to the Technology Portfolio, Tokenize

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shares of common stock.

On May 28, 2021, the parties agreed to amend the 2020 Tokenize Agreement to expand the territory granted for

the Technology Portfolio under the license to GBT Tokenize to include the entire continental United States.

On May 28, 2021, the parties agreed to amend the 2020 Tokenize Agreement to expand the territory granted for the

Technology Portfolio under the license to GBT Tokenize to include the entire continental United States.

The Company issued GBT Tokenize

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of the Company.

GBT Tokenize has developed a vital device based on the Technology Portfolio that is ready for commercialization,

as well as certain derivative technologies, which

positioned GBT Tokenize to further develop or license certain code sources.

On April 3, 2023, GBT Tokenize entered its first commercial

transaction to date through the sale of the Avant-AI!

technology that been developed by GBT Tokenize, based on the Technology Portfolio

pursuant to which GBT Tokenize received 26,000,000 shares of common stock of Buyer’s shares – Avant Technologies, Inc.

2023 Tokenize Agreement restated and replaced 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, which has benefited the Company despite its contribution

of 166 million shares of 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.

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

The Company pledged

its 50% ownership in GBT Tokenize and its 100% ownership of Greenwich to Magic to secure its Technology Portfolio investment.

On 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

GBT Tokenize has developed a vital device based on the Technology Portfolio that is ready for commercialization, as well

as certain derivative technologies, which positioned GBT Tokenize to further develop or license certain code sources.

On April 3, 2023,

GBT Tokenize entered its first commercial transaction to date through the sale of the Avant-AI!

technology that been developed by GBT

Tokenize, based on the Technology Portfolio pursuant to which GBT Tokenize received 26,000,000 shares of common stock of Buyer’s

shares – Avant Technologies, Inc.

The 2023 Tokenize Agreement restated and replaced 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, which has

benefited the Company despite its contribution of 166 million shares of 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.

Further, the Series I Stock will vote on an

as converted basis.

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

Portfolio investment.

Effective as of March 20,

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

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”).

If the 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

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 Stanley Hills.

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, and it subject to Bannix shareholder’s approval.

Avant Investment:

On April 3, 2023, Tokenize entered into an Asset

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

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

“AVAI”), 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

1 unchanged sentence

Yello Partners Inc.

As of December 31, 2023 and as of December 31, 2022,

the Company has $625,000 and $505,000 owed to Yello Partners, Inc., a Company owned by the CEO.

As of December 31, 2024 and 2023, the Company has

$760,000 and $625,000 owed to Yello Partners, Inc., a Company owned by the CEO.

Alpha Eda Note Payable – Related Party

1 unchanged sentence

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

The note accrues interest at 10%, is unsecured and

was due on September 30, 2021.

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

due on September 30, 2021.

On March 31, 2023 Alpha and the Company extended the note maturity to December 31, 2023.

Hills LLC Convertible Note Payable (relate to 2022)

On January 1, 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.

As of December 31, 2023, the Company has recorded

an outstanding payable balance to Stanley amounted $661,395.

Consulting income for the period ended December 31,

2023 and for the year ended on December 31, 2022 were $0 and $90,000.

Consulting income were derived from providing IT consulting services

to Stanley Hills.

As of December, 31, 2023 and December 31, 2022, the Company

has recorded a due to related party of $14,239 and $62,003, respectively.

On February 9, 2022 the Board approved the employment

Rittman the spouse of Mr.

Rittman, as an assistant to be paid $1,500 per month.

Rittman recuse himself from voting on the

matter due to a conflict.

As of December

31, 2024 and 2023, the Company has $140,000 owed to Alpha Eda, respectively.

Stanley Hills LLC Convertible

On January 1, 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.

On December 31, 2024, the

Company entered into an amendment by and between the Company and Stanley Hills LLC to (1) Extended the maturity date of the note to December

(2) Amended the conversion price to a fixed price of $0.00001 per share;

(3) The total outstanding principal balance including

accrued interest shall be adjusted to $600,000;

and (4) The maximum number of shares that may be issued under the fixed conversion price

remain subject to the terms set forth in the original note and shall not be adjusted further by this amendment.

The maximum number of

shares that can be issued is 60,000,000,000.

As of December 31, 2024 and 2023, the Company has

recorded an outstanding note payable to Stanley amounting to $600,000 and $661,395, respectively.

Payables to Stanley Hills LLC

As of December 31, 2024 and 2023, the Company has

recorded a due to related party of $1,264,873 and $901,595, respectively.

Procedures for Approval of Related Party Transactions

8 unchanged sentences

The following table shows the fees that were billed

for the audit and other services provided by Madhava Rao and BF Borgers CPA PC for the years ended December 31, 2023 and 2022.

for the audit and other services provided by Madhava Rao for the years ended December 31, 2024 and 2023.

Years Ended December 31,

Audit Fees - This category includes the audit

of our annual financial statements, review of financial statements included in our Quarterly Reports on Form 10-Q and services that are

normally provided by the independent registered public accounting firm in connection with engagements for those years.

This category

also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial

Audit Fees - This category includes the audit of our annual financial statements, review

of financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by the independent registered

public accounting firm in connection with engagements for those years.

Board of Directors Pre-Approval Process, Policies

6 unchanged sentences

service or category of service.

The independent registered public accounting firm and management periodically report to the board of

directors regarding the extent of services provided by the independent registered public accounting firm.

Consistent with the board of

directors’ policy, all audit and permissible non-audit services provided by our independent registered public accounting firm were

pre-approved by our board of directors.

The independent registered public accounting firm and management periodically report to the board of directors

regarding the extent of services provided by the independent registered public accounting firm.

Consistent with the board of directors’

policy, all audit and permissible non-audit services provided by our independent registered public accounting firm were pre-approved by

our board of directors.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

of Incorporation of Forex International Trading Corp.

Forex International Trading Corp.

of Designation for Series A Preferred Stock (2)

of Designation for Series B Preferred Stock (3)

of Designation – Series C Preferred Stock (4)

to the Certificate of Designation for the Series B Preferred Stock (5)

to the Certificate of Designation for the Series C Preferred Stock(5)

of Change filed pursuant to NRS 78.209 (6)

of Merger filed pursuant to NRS 92.A.200 (6)

of Amendment to the Articles of Incorporation of Gopher Protocol Inc.

of Change dated July 10, 2019 (23)

of Merger by and between Gopher Protocol Inc.

Certificate of Incorporation of Forex International Trading Corp.

Bylaws of Forex International Trading Corp.

Certificate of Designation for Series A Preferred Stock (2)

Certificate of Designation for Series B Preferred Stock (3)

Certificate of Designation – Series C Preferred Stock (4)

Amendment to the Certificate of Designation for the Series B Preferred Stock (5)

Amendment to the Certificate of Designation for the Series C Preferred Stock(5)

Certificate of Change filed pursuant to NRS 78.209 (6)

Articles of Merger filed pursuant to NRS 92.A.200 (6)

Certificate of Amendment to the Articles of Incorporation of Gopher Protocol Inc.

Certificate of Change dated July 10, 2019 (23)

Articles of Merger by and between Gopher Protocol Inc.

and GBT Technologies Inc.

dated July 10, 2019(23)

of Correction to the Certificate of Change (24)

of Correction to the Articles of Merger by and between Gopher Protocol Inc.

Certificate of Correction to the Certificate of Change (24)

Certificate of Correction to the Articles of Merger by and between Gopher Protocol Inc.

and GBT Technologies Inc.

dated July 10, 2019 (24)

of Amendment to the Articles of Incorporation of GBT Technologies Inc.

Certificate of Amendment to the Articles of Incorporation of GBT Technologies Inc.

dated September 23, 2019(26)

of Designation for Series B Preferred Stock (7)

of Designation of the Preferences, Rights and Limitations of the Series G Convertible Preferred Stock (15)

H Convertible Preferred Stock Certificate of Designation (21)

of Warrant issued to Robert Warren Jackson, Gregory Bauer, Michael Murray and Guardian Patch, LLC dated September 1, 2017 (14)

Note payable by Gopher Protocol Inc.

Certificate of Designation for Series B Preferred Stock (7)

Certificate of Designation of the Preferences, Rights and Limitations of the Series G Convertible Preferred Stock (15)

Series H Convertible Preferred Stock Certificate of Designation (21)

Form of Warrant issued to Robert Warren Jackson, Gregory Bauer, Michael Murray and Guardian Patch, LLC dated September 1, 2017 (14)

Balloon Note payable by Gopher Protocol Inc.

to RWJ Advanced Marketing, LLC dated September 1, 2017 (14)

of Warrant issued to Derron Winfrey, Dennis Winfrey, Mark Garner and JIL Venture dated March 1, 2018 (16)

payable by Gopher Protocol Inc.

Form of Warrant issued to Derron Winfrey, Dennis Winfrey, Mark Garner and JIL Venture dated March 1, 2018 (16)

Note payable by Gopher Protocol Inc.

to ECS, LLC dated March 1, 2018 (16)

Option issued to Kevin Pickard dated April 16, 2018 (17)

Option issued to Muhammad Khilji dated April 25, 2018 (18)

Stock Option issued to Kevin Pickard dated April 16, 2018 (17)

Stock Option issued to Muhammad Khilji dated April 25, 2018 (18)

6% Convertible Note payable to Pablo Gonzalez dated June 17, 2019 (21)

Note payable to Glen Eagles Acquisition LP (22)

to Common Stock Purchase Warrant between Gopher Protocol Inc.

Convertible Note payable to Glen Eagles Acquisition LP (22)

Amendment to Common Stock Purchase Warrant between Gopher Protocol Inc.

and Glen Eagles Acquisition LP (22)

Amendment to Promissory Note between GBT Technologies Inc.

Second Amendment to Promissory Note between GBT Technologies Inc.

and Ilaid Research and Trading LP dated July 20, 2020 (29)

Promissory Note August 4, 2020 issued to Redstart Holdings Corp.

Amendment to Promissory Note between GBT Technologies Inc.

Convertible Promissory Note August 4, 2020 issued to Redstart Holdings Corp.

Fourth Amendment to Promissory Note between GBT Technologies Inc.

and Iliad Research and Trading, L.P.

dated May 14, 2020 – Executed

May 19, 2021(31)

Promissory Note May 26, 2021 issued to Redstart Holdings Corp.

dated May 14, 2020 – Executed May 19, 2021(31)

Convertible Promissory Note May 26, 2021 issued to Redstart Holdings Corp.

– Executed on May 27, 2021 (32)

Amendment to Promissory Note between GBT Technologies Inc.

Fifth Amendment to Promissory Note between GBT Technologies Inc.

and Iliad Research and Trading LP dated August 19, 2021 executed August 20, 2021 (33)

20, 2021 (33)

Promissory Note September 21, 2021 issued to Redstart Holdings Corp.

Convertible Promissory Note September 21, 2021 issued to Redstart Holdings Corp.

– Executed on September 24, 2021, and Funded on September 28, 2021 (34)

28, 2021 (34)

Loan Authorization and Agreement between GBT Technologies Inc.

Amended Loan Authorization and Agreement between GBT Technologies Inc.

Small Business Administration dated October 1, 2021 (35)

Promissory Note dated November 8, 2021 issued to Sixth Street Lending LLC (36)

Convertible Promissory Note dated November 8, 2021 issued to Sixth Street Lending LLC (36)

Description of Securities

License Agreement dated March 4, 2015, by and between Gopher Protocol Inc.

Territorial License Agreement dated March 4, 2015, by and between Gopher Protocol Inc.

and Hermes Roll LLC (7)

and Restated Territorial License Agreement dated June 16, 2015 by and between Gopher Protocol Inc.

Amended and Restated Territorial License Agreement dated June 16, 2015 by and between Gopher Protocol Inc.

and Hermes Roll LLC (9)

Agreement dated August 20, 2015 by and between Gopher Protocol Inc.

Letter Agreement dated August 20, 2015 by and between Gopher Protocol Inc.

Danny Rittman (10)

Agreement dated March 14, 2016 by and between Gopher Protocol Inc.

Letter Agreement dated March 14, 2016 by and between Gopher Protocol Inc.

Danny Rittman.

and Restated Employment Agreement by and between Gopher Protocol Inc.

Amended and Restated Employment Agreement by and between Gopher Protocol Inc.

Danny Rittman dated April 19, 2016 (12)

Agreement between the Company and Danny Rittman dated June 29, 2017 (13)

Purchase Agreement between Gopher Protocol Inc.

Letter Agreement between the Company and Danny Rittman dated June 29, 2017 (13)

Asset Purchase Agreement between Gopher Protocol Inc.

and RWJ Advanced Marketing, LLC dated September 1, 2017 (14)

to Asset Purchase Agreement between Gopher Protocol Inc.

Addendum to Asset Purchase Agreement between Gopher Protocol Inc.

and RWJ Advanced Marketing, LLC dated September 1, 2017 (14)

Agreement between Gopher Protocol Inc.

Employment Agreement between Gopher Protocol Inc.

and Gregory Bauer dated September 1, 2017 (14)

Purchase Agreement between Gopher Protocol Inc.

Asset Purchase Agreement between Gopher Protocol Inc.

and ECS Prepaid LLC dated March 1, 2018 (16)

Agreement between Gopher Protocol Inc.

Employment Agreement between Gopher Protocol Inc.

and Derron Winfrey dated March 1, 2018(16)

Agreement between Gopher Protocol Inc.

Employment Agreement between Gopher Protocol Inc.

and Mark Garner dated March 1, 2018(16)

between Gopher Protocol Inc.

Agreement between Gopher Protocol Inc.

and Mobiquity Technologies, Inc.

dated September 4, 2018 (19)

Intellectual Property License and Royalty Agreement between Gopher Protocol Inc.

Exclusive Intellectual Property License and Royalty Agreement between Gopher Protocol Inc.

and GBT Technologies, S.A.

dated September 14, 2018 (20)

Agreement between Gopher Protocol Inc.

Letter Agreement between Gopher Protocol Inc.

Danny Rittman dated September 14, 2018 (20)

Agreement entered into between Gopher Protocol Inc., Altcorp Trading LLC, GBT Technologies, S.A., a Costa Rica company and Pablo

Gonzalez dated June 17, 2019 (21)

Agreement entered into between Gopher Protocol Inc.

Exchange Agreement entered into between Gopher Protocol Inc., Altcorp Trading LLC, GBT Technologies, S.A., a Costa Rica company and Pablo Gonzalez dated June 17, 2019 (21)

Consulting Agreement entered into between Gopher Protocol Inc.

and Glen Eagles Acquisition LP (22)

Agreement between Mobiquity Technologies, Inc.

Letter Agreement between Mobiquity Technologies, Inc.

and GBT Technologies Inc.

executed August 2, 2019 Delivered August 6, 2019 (39)

Purchase Agreement between Mobiquity Technologies, Inc.

Stock Purchase Agreement between Mobiquity Technologies, Inc.

and GBT Technologies Inc.

Dated September 10, 2019 (25)

Purchase Agreement between Marital Trust GST Subject U/W/O Leopold Salkind and GBT Technologies Inc.

Stock Purchase Agreement between Marital Trust GST Subject U/W/O Leopold Salkind and GBT Technologies Inc.

dated September 10, 2019 (25)

Agreement between GBT Technologies Inc.

Letter Agreement between GBT Technologies Inc.

and Stanley Hills LLC dated February 26, 2020 (27)

to Promissory Note between GBT Technologies Inc.

Amendment to Promissory Note between GBT Technologies Inc.

and Iliad Research and Trading, L.P.

dated February 27, 2020 (27)

dated February 27, 2020 issued by the United States District Court District of Nevada (27)

Venture and Territorial License Agreement by and between GBT Technologies Inc.

Order dated February 27, 2020 issued by the United States District Court District of Nevada (27)

Joint Venture and Territorial License Agreement by and between GBT Technologies Inc.

and Tokenize-It S.A.

dated March 6, 2020 (28)

Agreement by and between Pablo Gonzalez and GBT Tokenize Corp.

Consulting Agreement by and between Pablo Gonzalez and GBT Tokenize Corp.

dated March 6, 2020 (28)

Agreement by and between GBT Tokenize Corp.

Pledge Agreement by and between GBT Tokenize Corp.

and Tokenize-It S.A., dated March 6, 2020 (28)

Purchase Agreement dated August 4, 2020 between GBT Technologies Inc.

Securities Purchase Agreement dated August 4, 2020 between GBT Technologies Inc.

and Redstart Holdings Corp.

Purchase Agreement dated November 8, 2021 between GBT Technologies Inc.

Securities Purchase Agreement dated November 8, 2021 between GBT Technologies Inc.

and Sixth Street Lending LLC (36)

Financing Agreement between GBT Technologies Inc.

Equity Financing Agreement between GBT Technologies Inc.

and GHS Investments LLC dated December 17, 2021 (37)

Rights Agreement between GBT Technologies Inc.

Registration Rights Agreement between GBT Technologies Inc.

and GHS Investments LLC dated December 17, 2021 (37)

of Purchase, Mutual Release and Settlement Agreement by and among GBT Technologies Inc.

Resolution of Purchase, Mutual Release and Settlement Agreement by and among GBT Technologies Inc.

and Parties Listed Therein December 22, 2021(38)

Fee Agreement between JH Darbie & Co.

Finders Fee Agreement between JH Darbie & Co.

and GBT Technologies Inc.

dated October 14, 2021 (39)

Certification of Chief Executive Officer

(Principal Executive and Financial Officer) pursuant to Rule 13a-14(a) or Rule 15d-14(a) as adopted pursuant to Section 302 of the

Sarbanes-Oxley Act of 2002.

Certification of Chief Executive Officer

(Principal Executive and Financial Officer) pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley

Incorporated by reference to the Form S-1 Registration

Statement filed with the SEC on September 9, 2009.

Incorporated by reference to the Form 10-K Annual Report filed with

the Securities and Exchange Commission on April 6, 2011

Incorporated by reference to the Form 10-Q Quarterly Report filed with

the Securities and Exchange Commission on May 14, 2012

Incorporated by reference to the Form 8-K Current Report

filed with the Securities and Exchange Commission on September 27, 2012.

Incorporated by reference to the Form 10-Q Quarterly Report filed with

the Securities and Exchange Commission on November 20, 2012.

Incorporated by reference to the Form 8-K Current Report filed with

the Securities and Exchange Commission on February 18, 2015

Incorporated by reference to the Form 8-K Current Report filed with

the Securities and Exchange Commission on March 12, 2015

Incorporated by reference to the Form 8-K Current Report filed with

the Securities and Exchange Commission on May 1, 2015

Incorporated by reference to the Form 8-K Current Report filed with

the Securities and Exchange Commission on June 16, 2015

Incorporated by reference to the Form 8-K Current Report filed with

the Securities and Exchange Commission on August 21, 2015

Incorporated by reference to the Form 8-K Current Report filed with

the Securities and Exchange Commission on April 20, 2016

Incorporated by reference to the Form 8-K Current Report filed with

the Securities and Exchange Commission on April 20, 2016

Incorporated by reference to the Form 8-K Current Report filed with

the Securities and Exchange Commission on September 30, 2017

Incorporated by reference to the Form 8-K Current Report filed with

the Securities and Exchange Commission on September 7, 2017

Incorporated by reference to the Form 8-K Current Report filed with

the Securities and Exchange Commission on January 3, 2018

Incorporated by reference to the Form 8-K Current Report filed with

the Securities and Exchange Commission on March 21, 2018

Incorporated by reference to the Form 8-K Current Report filed with

the Securities and Exchange Commission on April 18, 2018

Incorporated by reference to the Form 8-K Current Report filed with

the Securities and Exchange Commission on April 26, 2018.

Incorporated by reference to the Form 8-K Current Report filed with

the Securities and Exchange Commission on September 9, 2018.

Incorporated by reference to the Form 8-K Current Report filed with

the Securities and Exchange Commission on September 18, 2018.

Incorporated by reference to the Form 10-Q Quarterly Report filed with

the Securities and Exchange Commission on June 19, 2019.

Incorporated by reference to the Form 10-Q Quarterly Report filed with

the Securities and Exchange Commission on July 12, 2019.

Incorporated by reference to the Form 10-Q Quarterly Report filed with

the Securities and Exchange Commission on July 15, 2019.

Incorporated by reference to the Form 10-Q Quarterly Report filed with

the Securities and Exchange Commission on August 5, 2019.

Incorporated by reference to the Form 10-Q Quarterly Report filed with

the Securities and Exchange Commission on August 7, 2019.

Incorporated by reference to the Form 8-K Current Report filed with

the Securities and Exchange Commission on September 16, 2019.

Incorporated by reference to the Form 8-K Current Report filed with

the Securities and Exchange Commission on September 25, 2019.

Incorporated by reference to the Form 8-K Current Report filed with

the Securities and Exchange Commission on March 2, 2020.

Incorporated by reference to the Form 8-K Current Report filed with

the Securities and Exchange Commission on March 11, 2020.

Incorporated by reference to the Form 8-K Current Report

filed with the Securities and Exchange Commission on July 24, 2020.

Incorporated by reference to the Form 8-K Current Report filed with

the Securities and Exchange Commission on August 10, 2020.

Incorporated by reference to the Form 8-K Current Report filed with

the Securities and Exchange Commission on May 21, 2021.

Incorporated by reference to the Form 8-K Current Report filed with

the Securities and Exchange Commission on June 1, 2021.

Incorporated by reference to the Form 8-K Current Report filed with

the Securities and Exchange Commission on August 23, 2021.

Incorporated by reference to the Form 8-K Current Report filed with

the Securities and Exchange Commission on September 29, 2021.

Incorporated by reference to the Form 8-K Current Report filed with

the Securities and Exchange Commission on October 6, 2021.

Incorporated by reference to the Form 8-K Current Report filed with

the Securities and Exchange Commission on November 11, 2021

Incorporated by reference to the Form 8-K Current Report filed with

the Securities and Exchange Commission on December 20, 2021

Incorporated by reference to the Form 8-K Current Report filed with

the Securities and Exchange Commission on December 28, 2021

Incorporated by reference to the Form S-1 Registration Statement filed

with the Securities and Exchange Commission on January 12, 2022

Certification of Chief Executive Officer (Principal Executive and Financial Officer) pursuant to Rule 13a-14(a) or Rule 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Chief Executive Officer (Principal Executive and Financial Officer) pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Incorporated by reference to the Form S-1 Registration Statement filed with the SEC on September 9, 2009.

Incorporated by reference to the Form 10-K Annual Report filed with the Securities and Exchange Commission on April 6, 2011

Incorporated by reference to the Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on May 14, 2012

Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on September 27, 2012.

Incorporated by reference to the Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on November 20, 2012.

Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on February 18, 2015

Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on March 12, 2015

Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on May 1, 2015

Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on June 16, 2015

Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on August 21, 2015

Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on April 20, 2016

Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on September 30, 2017

Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on September 7, 2017

Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on January 3, 2018

Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on March 21, 2018

Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on April 18, 2018

Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on April 26, 2018.

Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on September 9, 2018.

Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on September 18, 2018.

Incorporated by reference to the Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on June 19, 2019.

Incorporated by reference to the Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on July 12, 2019.

Incorporated by reference to the Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on July 15, 2019.

Incorporated by reference to the Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on August 5, 2019.

Incorporated by reference to the Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on August 7, 2019.

Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on September 16, 2019.

Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on September 25, 2019.

Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on March 2, 2020.

Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on March 11, 2020.

Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on July 24, 2020.

Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on August 10, 2020.

Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on May 21, 2021.

Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on June 1, 2021.

Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on August 23, 2021.

Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on September 29, 2021.

Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on October 6, 2021.

Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on November 11, 2021

Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on December 20, 2021

Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on December 28, 2021

Incorporated by reference to the Form S-1 Registration Statement filed with the Securities and Exchange Commission on January 12, 2022

Form 10-K Summary.

Pursuant to the requirements of Section 13 or 15(d)

of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned

hereunto duly authorized.

of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

GBT TECHNOLOGIES INC.

April 19, 2024

/s/ Mansour Khatib

Mansour Khatib

March 31, 2025

/s/ Michael Murray

Michael Murray

Chief Executive and Financial Officer

(Principal Executive, Financial and Accounting Officer)

In accordance with the Exchange Act, this report

has been signed below by the following persons on behalf of the registrant and in the capacities indicated.

March 31, 2025

/s/ Mansour Khatib

Chief Executive & financial Officer & Director

April 19, 2024

Mansour Khatib

(Principal Executive, Financial and Accounting

Secretary and Director

In accordance with the Exchange Act, this report has

been signed below by the following persons on behalf of the registrant and in the capacities indicated.

Mansour Khatib

Danny Rittman

Chief Technology Officer and Director

April 19, 2024

Technology Officer and Director

Danny Rittman

Michael Murray

Executive Officer & financial Officer (Principal Executive, Financial and Accounting Officer)

GBT TECHNOLOGIES INC.

1 unchanged sentence

Financial Statements:

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 31, 2024 and 2023

3 unchanged sentences

Notes to Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the shareholders and the board of directors of

GBT Technologies, Inc.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the board of directors of GBT Technologies, Inc.

GBT Technologies Inc.

2450 Colorado Ave., Suite 100E,

Santa Monica, CA 90404

8557 West Knoll Dr.

West Hollywood, CA 90069

Opinion on the Financial Statements

1 unchanged sentence

sheet of GBT Technologies, Inc.

the "Company") as of December 31, 2023, the related statement of operations, stockholders' equity

(deficit), and cash flows for the year then ended, and the related notes (collectively referred to as the "financial statements").

the "Company") as of December 31, 2024 and 2023, the related statement of operations, stockholders'

equity (deficit), and cash flows for the year then ended, and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December

31, 2023, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally

accepted in the United States.

31, 2024 and 2023, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles

generally accepted in the United States.

Substantial Doubt about the Company’s Ability

3 unchanged sentences

As discussed in Note 2 to the financial statements, the Company has accumulated

deficit of $ 315,993,294 as of December 31, 2023 and has incurred recurring operating losses.

a deficit of $ 295,278,233 as of December 31, 2024 and has incurred recurring operating losses.

These conditions raise substantial doubt

30 unchanged sentences

providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

The company is

involved in significant litigation related to debt settlement.

The company has complex derivative instruments that require fair

value measurement and accounting for potential liabilities.

Company liabilities for legal $4,090,057 and derivative

$14,116,062 is recorded and shown separately under current liabilities.

team identified the litigation and derivative liability as critical audit matters due to their materiality and complexity, requiring significant

auditor attention and judgment.

As part of our audit of the

financial statements, we identified the company’s litigation and derivative liability as Critical Audit Matters due to their materiality,

complexity, and the significant judgment required in assessing their financial impact.

Litigation Assessment :

The company has

been involved in significant litigation related to debt settlement.

The company's legal liabilities, previously recorded at $4,090,057,

along with accrued interest $1,665,342, were written off and recognized as gain on debt extinguishment income in the year ended December

We assessed the company's litigation disclosures, legal opinions, and potential outcomes.

Our audit procedures

included, among others, obtaining a list of litigation Company’s legal counsel, identifying material litigations from the aforementioned

list and performing inquiries with the said counsel, obtaining and reading the underlying documents to assess the assumptions used by

management in arriving at the conclusions, verifying the disclosures related to provisions and contingent liabilities in the financial

statements to assess consistency.

Our audit procedures included,

among others, obtaining a list of litigation Company’s legal counsel, identifying material litigations from the aforementioned list

and performing inquiries with the said counsel, obtaining and reading the underlying documents to assess the assumptions used by management

in arriving at the conclusions, verifying the disclosures related to provisions and contingent liabilities in the financial statements

to assess consistency.

Accrued settlements di scussed in Note 10.

Considering the judgement

involved in determining the need to make a provision or disclose litigation, the matter is considered a Critical Audit Matter

Derivative Liability Valuation:

The auditors performed detailed testing of the fair value measurement of derivative instruments.

This included evaluating the valuation

models used, assessing market inputs, and considering the impact of potential liabilities on the company's financial statements.

Accrued settlements were referenced in Note 10 of

the financial statements.

Following management assessment, the recorded liability was removed and treated as gain on extinguishment of

Given the significant judgment and estimation uncertainty

involved in determining the appropriate accounting treatment for litigation write-offs, we have determined this matter to be a Critical

Audit Matter requiring enhanced auditor attention and professional judgment.

Derivative Liabilities

As part of our audit, we identified the valuation of derivative liabilities as a Critical Audit Matter due to the complexity

of fair value measurement, the reliance on significant assumptions, and the potential impact on the company’s financial statements

and disclosures.

Convertible notes payable discussed in Note 8 have

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key financial statement elements.

Considering the calculation using

valuation model used in determining the need to make provision is a matter considered a Critical Audit Matter.

that the litigation and derivative liability met the criteria for being critical audit matters due to their materiality, complexity, and

the level of judgment and estimation involved in their assessment.

The significant decrease in the fair value of derivative liability was mainly due to all convertible

notes were modified to a fixed price on December 31, 2024

Given the significant estimation uncertainty and the

potential material impact of derivative liabilities on the company’s financial statements, we placed a heightened focus on ensuring

the accuracy, completeness, and reasonableness of these financial statement elements.

We conclude that the litigation and

derivative liability met the criteria for being critical audit matters due to their materiality, complexity, and the level of judgment

and estimation involved in their assessment.

Bengaluru, India

April 19, 2024

March 31, 2025

Served as Auditor since 2022

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CONSOLIDATED BALANCE SHEETS

assets of discontinued operations

Current Assets:

AND STOCKHOLDERS’ DEFICIT

payable and accrued expenses

payable – Related Party

notes payable, current, net of discount of $ 66,512

and $ 189,060

notes payable, related party, net of discount of $ 0

payable, current, net of original issue discount of $ 4,077

payable, related party

to related party

liabilities of discontinued operations

Note receivable

Marketable securities

Total current assets

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities:

payable, noncurrent, net of discount of $ 0

noncurrent liabilities

Stockholders’

B Preferred stock, $ 0.00001

Accounts payable and accrued expenses

Accounts payable – Related Party

Accrued settlement

Convertible notes payable, current, net discount of $ 0 and $ 66,512

Convertible notes payable, related party, net of discount of $ 0 and $ 0

Notes payable, current, net of original issue discount of $ 0 and $ 4,077

Notes payable, related party

Derivative liability

Total current liabilities

Non-Current Liabilities:

Note payable, noncurrent, net of discount of $ 0 and $ 0

Total noncurrent liabilities

Total liabilities

Stockholders’ Deficit:

Series B Preferred stock, $ 0.00001 par value;

20,000,000 shares authorized;

shares issued and outstanding

at December 31, 2023 and December 31, 2022, respectively

C Preferred stock, $ 0.00001

45,000 and 45,000 shares issued and outstanding at December 31, 2024 and 2023, respectively

Series C Preferred stock, $ 0.00001 par value;

10,000 shares authorized;

shares issued and outstanding

at December 31, 2023 and December 31, 2022, respectively

D Preferred stock, $ 0.00001

700 and 700 shares issued and outstanding at December 31, 2024 and 2023, respectively

Series D Preferred stock, $ 0.00001 par value;

100,000 shares authorized;

shares issued and outstanding

at December 31, 2023 and December 31, 2022, respectively

G Preferred stock, $ 0.00001

0 and 0 shares issued and outstanding at December 31, 2024 and 2023, respectively

Series G Preferred stock, $ 0.00001 par value;

2,000,000 shares authorized;

shares issued and outstanding

at December 31, 2023 and December 31, 2022, respectively

H Preferred stock, $ 0.00001

par value ($500 stated value);

0 and 0 shares issued and outstanding at December 31, 2024 and 2023, respectively

Series H Preferred stock, $ 0.00001 par value ($500 stated value);

40,000 shares authorized;

shares issued and outstanding

at December 31, 2023 and December 31, 2022, respectively

20,000 and 20,000 shares issued and outstanding at December 31, 2024 and 2023, respectively

Series I Preferred stock, $ 0.00001 par value ($35,000 stated value);

1,000 shares authorized;

1,000 and 0 shares

issued and outstanding at December 31, 2023 and December 31, 2022, respectively

stock, $ 0.00001

30,000,000,000

1,000 and 0 shares issued and outstanding at December 31, 2024 and 2023, respectively

Common stock, $ 0.00001 par value;

30,000,000,000 shares authorized;

10,253,695,062

and 1,535,593,440

shares issued and outstanding

at December 31, 2023 and December 31, 2022, respectively

stock, at cost;

and 1,040 shares

at December 31, 2023 and December 31, 2022, respectively

loan receivable

( 7,610,147 )

to be cancelled

paid in capital

( 315,993,294 )

( 298,232,829 )

stockholders’ deficit

( 31,074,133 )

( 17,805,821 )

Non-Controlling

( 1,036,249 )

( 1,025,088 )

stockholders’ deficit attributable to GBT Technologies, Inc.

16,813,229,180 and 10,253,695,062 shares issued and outstanding at December 31, 2024 and 2023, respectively

Treasury stock, at cost;

8 and 1,040 shares at December 31, 2024 and 2023, respectively

Stock loan receivable

Shares to be cancelled

Additional paid in capital

Accumulated deficit

( 295,278,233

( 315,993,294

liabilities and stockholders’ deficit

Total stockholders’ deficit

Non-Controlling Interest

Total stockholders’ deficit attributable to GBT Technologies, Inc.

Total liabilities and stockholders’ deficit

The accompanying footnotes are an integral part of

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Years Ended December 31,

Consulting Income – Related Party

Cost of Goods Sold

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Interest expense and financing costs

Gain (loss) on equity method investment

Gain on debt extinguishment

Gain on RJW settlement

Change in fair value of marketable securities

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589,342,635,993

27,786,282,982

Net Income (Loss) per share (basic and diluted):

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( 315,993,294

$ 284,072,667

$ ( 304,581,773 )

$ ( 28,761,980 )

Common stock issued for conversions

Fair value of derivative liability due to conversions

Common stock issued for cash

Common stock issued for JV - Tokenize

Cancellation of shares

Equity Method Investment - Meta

6,559,534,118

Balance, December 31, 2022

1,535,593,440

$ ( 643,059 )

$ ( 7,610,147 )

$ 288,664,858

$ ( 298,232,829 )

$ ( 1,025,088 )

$ ( 18,830,909 )

Common stock issued for conversions

8,618,101,622

Fair value of derivative liability due to conversions

Shares issued to Tokenize

Common stock issued for service

Reclassification of shares to be issues

( 17,760,465 )

( 17,771,626 )

Tokenize investment reclassification

Balance, December 31, 2024

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( 295,278,233

$ ( 7,610,147 )

$ 293,069,829

$ ( 315,993,294 )

$ ( 1,036,249 )

$ ( 32,110,382 )

The accompanying footnotes are an integral part of

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Net income (loss)

$ ( 17,771,626 )

Adjustments to reconcile net loss to net cash used in

operating activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Amortization of debt discount

Change in fair value of derivative liability

( 6,594,370 )

Excess of debt discount and financing costs

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Gain on debt extinguishment

Gain on debt settlement

( 3,012,633 )

Loss on equity method investment

Changes in operating assets and liabilities:

Account receivable

Other receivable

Prepaid Expense

Inventory in transit

Unearned revenue

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Accounts payable and accrued expenses

Accounts payable and accrued expenses - RP

Net cash used in operating activities

Cash Flows From Investing Activities:

Investment to GTX

Investment to TGHI

Net cash used in investing activities

Cash Flows From Financing Activities:

Issuance of convertible notes

Issuance of note receivable

Proceeds from sales of common stock

Repayments to related party

Repayment of Convertible note

Proceeds from related party

Repayment of note payable

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Cash paid for:

Supplemental non-cash investing and

financing activities

Supplemental non-cash investing and financing activities

Debt discount related to convertible debt

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Shares issued for conversion of convertible debt

Share issuance for JV Metaverse

Share issuance for JV Tokenize

Tokenize investment reclassification

The accompanying footnotes are an integral part of

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IoT, and wireless mesh networks.

Effective August 5, 2019, the Company changed its name from Gopher Protocol Inc.

to GBT Technologies

The Company derived revenues from (i) the provision of IT consulting services;

and (ii) from the licensing of its technology.

and (ii) from the

licensing of its technology.

(ii) from selling electronic products through e-commerce platforms.

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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

(“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.

On July 20, 2023, the Company through its wholly

owned subsidiary, Greenwich International Holdings, a Costa Rica corporation (“Greenwich”), entered into an Amended and Restated

On July 20, 2023, the Company through its wholly owned

subsidiary, Greenwich International Holdings, a Costa Rica corporation (“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”).

GBT Tokenize has developed a vital device based on the Technology Portfolio that is ready for commercialization,

as well as certain derivative technologies, which positioned GBT Tokenize to further develop or license certain code sources.

3, 2023, GBT Tokenize entered its first commercial transaction to date through the sale of the Avant-AI!

technology that been developed

by GBT Tokenize, based on the Technology Portfolio.

As of September 30, 2023, the Company did not record the commercial transactions

as it was contingent per the Lock-Up term.

The audited condensed CFS are prepared by the Company,

pursuant to the rules and regulations of the SEC.

The information furnished herein reflects all adjustments, consisting only of normal

recurring adjustments, which in the opinion of management, are necessary to fairly state the Company’s financial position, the

results of its operations, and cash flows for the periods presented.

Corp (“GBT Tokenize” or “Tokenize”).

GBT Tokenize has developed a vital device based on the Technology Portfolio

that is ready for commercialization, as well as certain derivative technologies, which positioned GBT Tokenize to further develop or license

certain code sources.

On April 3, 2023, GBT Tokenize entered its first commercial transaction to date through the sale of the Avant-AI!

technology that been developed by GBT Tokenize, based on the Technology Portfolio.

Effective as of March 20,

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

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”).

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 December 31, 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:

Schedule of the company shareholder shares

Shareholder’s Name

% of Shares Held

GBT Tokenize Corp.

GBT Technologies, Inc.

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.

Pursuant to and in accordance

with the terms set forth in the Merger Agreement, (a) Parent Merger Sub will merge with and into Bannix, with Bannix continuing as

the surviving entity (the “Parent Merger”), as a result of which, (i) Bannix will become a wholly owned subsidiary of

VisionWave Holdings, and (ii) each issued and outstanding security of Bannix immediately prior to the effective time of the Parent

Merger (the “Parent Merger Effective Time”) (other than shares of Bannix Common Stock that have been redeemed or are owned

by Bannix or any of its direct or indirect subsidiaries as treasury shares and any Dissenting Parent Shares) shall no longer be outstanding

and shall automatically be cancelled in exchange for the issuance to the holder thereof of a substantially equivalent security of VisionWave

Holdings (other than the Parent Rights, which shall be automatically converted into shares of VisionWave Holdings), and, (b) immediately

following the consummation of the Parent Merger but on the same day, Company Merger Sub will merge with and into Target, with Target continuing

as the surviving entity (the “Company Merger” and, together with the Parent Merger, the “Mergers”), as a result

of which, (i) Target will become a wholly owned subsidiary of VisionWave Holdings, and (ii) each issued and outstanding security

of Target immediately prior to the effective time of the Company Merger (the “Company Merger Effective Time”) (other than

any Cancelled Shares or Dissenting Shares) shall no longer be outstanding and shall automatically be cancelled in exchange for the issuance

to the holder thereof of a substantially equivalent security of VisionWave Holdings.

The Mergers and the other transactions contemplated

by the Merger Agreement are hereinafter referred to as the “Business Combination.”

Subject to a six month extension

the termination date by which the Company must consummate a business combination from September 14, 2024, the date that is 36 months from

the closing date of the Company’s initial public offering of units, to March 14, 2025, the Business Combination is expected to close

in the first quarter of 2025, subject to customary closing conditions, including the satisfaction of the minimum available cash condition,

the receipt of certain governmental approvals and the required approval by the stockholders of Bannix and Target.

Consideration

Pursuant to and in accordance

with the terms set forth in the Merger Agreement, at the Parent Merger Effective Time, (a) each share of Bannix common stock, par value

$0.001 per share (“Bannix Common Stock”) outstanding immediately prior to the Parent Merger Effective Time that has not been

redeemed, is not owned by Bannix or any of its direct or indirect subsidiaries as treasury shares and is not a Dissenting Parent Share

will automatically convert into one share of common stock, par value $0.001, of VisionWave Holdings (each, a share of “VisionWave

Holdings Common Stock”), (b) each Bannix Warrant shall automatically convert into one warrant to purchase shares of VisionWave Holdings

Common Stock (each, a “VisionWave Holdings Warrant”) on substantially the same terms and conditions;

and (c) each Bannix Right

will be automatically converted into the number of shares of VisionWave Holdings Common Stock that would have been received by the holder

of such Bannix Right if it had been converted upon the consummation of a business combination in accordance with Bannix’s organizational

In accordance with the terms

and subject to the conditions of the Merger Agreement, at the Company Merger Effective Time, (a) each share of issued and outstanding

Target common stock, par value $0.01 (“Target Common Stock”), shall be cancelled and converted into 4,041 shares of VisionWave

Holdings Common Stock.

Subject of closing the transaction,

the Company and Tokenize holdings will exchange their holdings in VW for about 2,917,708 new shares of VisionWave Holdings, represent

about 20.47% of VisionWave Holdings post-closing.

The audited consolidated financial statements are

prepared by the Company, pursuant to the rules and regulations of the SEC.

The information furnished herein reflects all adjustments,

consisting only of normal recurring adjustments, which in the opinion of management, are necessary to fairly state the Company’s

financial position, the results of its operations, and cash flows for the periods presented.

Basis of Presentation

The accompanying CFS were prepared in conformity

with accounting principles generally accepted in the United States of America (“U.S.

The accompanying condensed consolidated financial

statements were prepared in conformity with accounting principles generally accepted in the United States of America (“U.S.

On October 26, 2021, the Company

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In July 2, 2022 the Company filed

a preliminary information statement to the stockholders of record (the “Record Date”) in connection with certain actions

to be taken by the written consent by stockholders holding a majority of the voting stock of the Company, dated as of June 28, 2022.

GBT TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023 and 2022

To amend the Company’s Articles of Incorporation, (the “Articles

of Incorporation”) to increase the number of authorized shares of common stock, par value $ 0.00001 per share (the “Common

Stock”), of the Company from 2,000,000,000 shares to 10,000,000,000 shares.

a preliminary information statement to the stockholders of record (the “Record Date”) in connection with certain actions to

be taken by the written consent by stockholders holding a majority of the voting stock of the Company, dated as of June 28, 2022.

To amend the Company’s Articles of Incorporation, (the “Articles of Incorporation”) to increase the number of authorized shares of common stock, par value $ 0.00001 per share (the “Common Stock”), of the Company from 2,000,000,000 shares to 10,000,000,000 shares.

This action concluded on August 11, 2022:

(i) authorize the Company’s Board of Directors to effect, in

its sole discretion, a reverse stock split of the Common Stock in a ratio of up to 1-for-500 (the “Reverse Stock Split”),

and (ii) authorize the filing of an amendment to the Company’s Articles of Incorporation to implement the Reverse Stock Split

and any other action deemed necessary to effectuate the Reverse Stock Split, without further approval or authorization of stockholders,

at any time prior to December 31, 2023.

(i) authorize the Company’s Board of Directors to effect, in its sole discretion, a reverse stock split of the Common Stock in a ratio of up to 1-for-500 (the “Reverse Stock Split”), and (ii) authorize the filing of an amendment to the Company’s Articles of Incorporation to implement the Reverse Stock Split and any other action deemed necessary to effectuate the Reverse Stock Split, without further approval or authorization of stockholders, at any time prior to December 31, 2023.

This action was not commenced by the Company’s board.

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Note 2 – 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 condensed consolidated financial

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 concern.

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.

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

from this uncertainty.

Note 3 – Discontinued Operations

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1, 2022 entered into a Revenue Sharing Agreement (“RSA”) with Mahaser LTD.

(“Mahaser”) pursuant to which the

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

Mahaser 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 entitled to 95% for all revenue generated by and received by Mahaser 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

(“Mahaser”) pursuant to which the Company

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

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 entitled to 95% for all revenue generated by and received by Mahaser from March 1, 2022 through December 31, 2022.

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, which were never

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

The following table presents the aggregate carrying

amounts of assets and liabilities of discontinued operations of Mahaser Ltd.

in the consolidated balance sheet as of December 31, 2022:

Schedule of aggregate carrying amounts of assets and

Carrying amounts of assets included as part of discontinued

Cash and cash equivalents

Accounts receivable, net

Total assets classified as discontinued operations in

the consolidated balance sheet

Carrying amounts of liabilities included as part of discontinued

Accounts payable and accrued expenses

Notes payable, noncurrent

Total liabilities classified as discontinued operations

in the consolidated balance sheet

GBT TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023 and 2022

The financial results of Mahaser Ltd.

present as loss from discontinued operations, net of income taxes on our consolidated income through December 31, 2023 and 2022,

when our deconsolidation occurred.

The following table presents the financial results of Mahaser:

Schedule of loss from

discontinued operations

Year ended December 31,

Cost of revenue

Operating expense

Professional expenses

General and administrative expenses

Total operating expense

Loss from operations of discontinued operations

Other expense

Nonoperating expense - interest expense and financing

Total other expense

Loss from discontinued operations before provision for

Provision for income taxes

Loss from discontinued operations, net of income taxes

as loss from discontinued operations, net of income taxes on our consolidated income through September 30, 2023, when our deconsolidation

Note 4 – Summary of Significant Accounting Policies

Use of Estimates

The preparation of CFS in conformity with U.S.

requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent

assets and liabilities at the date of the CFS and the reported amounts of revenues and expenses during the reporting period.

regularly evaluates estimates and assumptions.

The Company bases its estimates and assumptions on current facts, historical experience

and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments

about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources.

The actual results experienced by the Company may differ materially and adversely from the Company’s estimates.

To the extent there

are material differences between the estimates and the actual results, future results of operations will be affected.

Significant estimates

in the accompanying CFS include valuation of derivatives and valuation allowance on deferred tax assets.

The preparation of condensed consolidated financial

statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets

and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and

the reported amounts of revenues and expenses during the reporting period.

The Company regularly evaluates estimates and assumptions.

The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to

be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and

liabilities and the accrual of costs and expenses that are not readily apparent from other sources.

The actual results experienced by

the Company may differ materially and adversely from the Company’s estimates.

To the extent there are material differences between

the estimates and the actual results, future results of operations will be affected.

Significant estimates in the accompanying condensed

consolidated financial statements include valuation of derivatives and valuation allowance on deferred tax assets.

Principles of Consolidation

The accompanying CFS include the accounts of the

Company and its subsidiaries;

The accompanying condensed consolidated financial

statements include the accounts of the Company and its subsidiaries;

the Company’s 50% owned subsidiaries:

GBT Tokenize Corp;

and GBT BitSpeed Corp.

(currently inactive)

and , Gopher Protocol Costa Rica Sociedad De Responsabilidad Limitada (currently inactive), a wholly owned subsidiary, AltCorp Trading

LLC, a Costa Rica company (“AltCorp” currently inactive) and Greenwich International Holdings, a Costa Rica corporation (“Greenwich”

currently inactive).

All significant intercompany transactions and balances were eliminated.

GBT TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023 and 2022

GBT Tokenize Corp, and

GBT BitSpeed Corp.

(currently inactive) and , Gopher Protocol Costa Rica Sociedad De Responsabilidad Limitada (currently inactive), a

wholly owned subsidiary, AltCorp Trading LLC, a Costa Rica company (“AltCorp” currently inactive) and Greenwich International

Holdings, a Costa Rica corporation (“Greenwich” currently inactive).

All significant intercompany transactions and balances

were eliminated.

For entities determined to be VIEs, an evaluation

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determining if the Company has both the power to direct the activities of the VIE that most significantly impact the VIE’s economic

performance (“the power”) and the obligation to absorb losses or the right to receive benefits that could potentially be

significant to the VIE (“the benefits”).

When making the determination whether the benefits received from an entity are significant,

the Company considers the total economics of the entity, and analyzes whether the Company’s share of the economics is significant.

The Company utilizes qualitative factors, and, where applicable, quantitative factors, while performing the analysis.

In addition, the

Company’s variable interests in Mahaser obligate the Company to absorb deficits and provide it with the right to receive benefits

that could potentially be significant to Mahaser.

As a result of this analysis, the Company concluded it is the primary beneficiary of

Mahaser and therefore consolidates the balance sheets, results of operations and cash flows of Mahaser.

The Company performs a qualitative

assessment of Mahaser on an ongoing basis to determine if it continues to be the primary beneficiary.

performance (“the power”) and the obligation to absorb losses or the right to receive benefits that could potentially be significant

to the VIE (“the benefits”).

When making the determination whether the benefits received from an entity are significant, the

Company considers the total economics of the entity, and analyzes whether the Company’s share of the economics is significant.

Company utilizes qualitative factors, and, where applicable, quantitative factors, while performing the analysis.

In addition, the Company’s

variable interests in Mahaser obligate the Company to absorb deficits and provide it with the right to receive benefits that could potentially

be significant to Mahaser.

As a result of this analysis, the Company concluded it is the primary beneficiary of Mahaser and therefore

consolidates the balance sheets, results of operations and cash flows of Mahaser.

The Company performs a qualitative assessment of Mahaser

on an ongoing basis to determine if it continues to be the primary beneficiary.

Effective July 1, 2023, the Company terminated its

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performs a qualitative assessment of Mahaser on an ongoing basis to determine if it continues to be the primary beneficiary.

Termination Agreement, the Company has no access to Mahaser and ceased consolidated Mahaser as it does not comply with the condition

in the qualitative assess, and as such this CFS does not include Mahaser operations for the period ended December 31, 2023.

Per the Termination

Agreement, the Company has no access to Mahaser and ceased consolidated Mahaser as it does not comply with the condition in the qualitative

assess, and as such this CFS does not include Mahaser operations for the year ended December 31, 2024.

Cash Equivalents

For the purpose of the statement of cash flows, cash

equivalents include time deposits, certificate of deposits, and all highly-liquid debt instruments with original maturities of three

months or less.

equivalents include time deposits, certificate of deposits, and all highly liquid debt instruments with original maturities of three months

As of December 31, 2024 and 2023, the Company did no t have any cash equivalents.

Funds in Escrow

Restricted cash is $ 375,000 as part of the SURG settlements

proceeds that needs to stay in escrow and $ 19,694 restricted cash that the court on January 28, 2022 awarded the Company with injunction

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

cannot use these funds without court order, neither the Company.

According to settlement agreement made on September 26, 2022, these

funds held in escrow and no longer restricted.

The Company entered into the Confidential Settlement Agreement and Mutual Release (“RJW

Agreement”) by and between RWJ Advanced Marketing, LLC, Robert Warren Jackson, Gregory Bauer (collectively the “RJW Parties”)

Petrey Wholesale Company, Inc., (“Petrey”) on one hand;

and GBT Technologies Inc., on behalf of itself and its agents

(collectively the GBT Parties”), on the other hand.

The Company the RJW Agreement effective September 26, 2022 with final signatures

delivered to the Company on or about October 5, 2022.

Among other agreements the parties agreed and stipulated to release all funds currently

being held in a blocked account of $ 19,694 with 50% distributed to the RWJ Parties and 50% to the Company or its assignee.

Marketable Securities

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These publicly traded equity securities are valued using quoted prices and are included in Level 1.

GBT TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023 and 2022

Inventory (2022 and interim 2023)

Inventory consists of electronic product ready for

sale online on e-commerce platforms.

It is stated at the lower of cost or net realizable value and all inventories were returned product

from online customers.

We value our inventory using the weighted average costing method.

Our Company’s policy is to include as

a part of inventory any freight incurred to ship the product from our contract vendors to our warehouses.

Outbound freight costs to our

customers are considered period costs and reflected in selling, general and administrative expenses.

We regularly review inventory and

consider forecasts of future demand, market conditions and product obsolescence.

Note Receivable Paid-Off (2022)

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.

(“UGO”), a wholly owned subsidiary of the Company for $ 100,000 to be paid through the delivery of a promissory note

payable to the Company (the “Note”), upon the terms and subject to the limitations and conditions set forth in the Note.

At December 31, 2020, the Company determined this note was not collectible and took an impairment charge of $ 100,000 .

During July 2021,

MLH effected a $ 50,000 payment on the Note.

During April 2022, MLH effected a second payment for additional $ 50,000 on the

Note exhausting the Note balance.

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 use one or more unobservable

inputs which are significant to the FV measurement.

GBT TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023 and 2022

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 use one or more unobservable inputs which are significant to the FV measurement.

The Company analyzes all financial instruments with

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the following liabilities that are required to be presented on the balance sheet at FV:

Schedule of fair value, assets and liabilities measured on recurring basis

Fair Value Measurements at

December 31, 2022

Using Fair Value Hierarchy

Conversion feature on convertible notes

Schedule of liabilities

to be presented on balance sheet at fair value

Fair Value Measurements at

3 unchanged sentences

Conversion feature on convertible notes

Value Measurements at

Fair Value Hierarchy

feature on convertible notes

Treasury Stock

3 unchanged sentences

proceeds are charged or credited to additional paid-in capital.

The Company has 8 shares as treasury shares from acquisitions that were

commenced in 2011.

The Company has 8 treasury stock from acquisitions that commenced in 2011.

Reclassification

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Agreement took place during the reporting period, the financial been classified to disclose this operation as discontinued operation.

GBT TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023 and 2022

Revenue Recognition

7 unchanged sentences

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 .

material recognition of revenue on the Company’s accompanying condensed consolidated financial statements 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 .

Revenue from providing IT consulting services

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for expected consideration and includes the following elements:

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;

4 unchanged sentences

category, is summarized below:

IT consulting services - revenue is recorded on a monthly basis

as services are provided.

IT consulting services - revenue is recorded on a monthly basis as services are provided.

These five elements, as applied to each of the Company’s

license revenue category, is summarize below:

License services – the one-time related party licensing income

recorded as other income upon agreement is executed and services are provided and recognized over the term of five years.

E-Commerce sales – (discontinued during

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.

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.;

Recognize revenue when the Company satisfies a performance obligation.

Sales are being recognized upon shipment.

GBT TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023 and 2022

Unearned revenue

Unearned revenue represents the net amount received

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

The Company has $ 0 and $ 48,921 of unearned

revenue at December 31, 2023 and 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 5 five-year term.

The Company has yet to earn any royalty income in

relation to this agreement as of December 31, 2022.

The contract liabilities as of December 31, 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.

License services – the one-time related party licensing income recorded as other income upon agreement is executed and services are provided and recognized over the term of five years.

Variable Interest Entity

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1, 2022 entered into a Revenue Sharing Agreement (“RSA”) with Mahaser LTD.

(“Mahaser”) pursuant to which the

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

Mahaser 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 entitled to 95% for all revenue generated by and received by Mahaser 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

(“Mahaser”) pursuant to which the Company

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

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 entitled to 95% for all revenue generated by and received by Mahaser from March 1, 2022 through December 31, 2022.

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, which were never

The Company shall have no obligations to make any further payments to Mahaser.

4 unchanged sentences

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.

On March 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 from March 1, 2022 through December 31, 2022.

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 period from February 1, 2022 to February 28, 2022.

On January 1, 2023 the company extended their

partnership to December 31, 2023.

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

The years ended

on December 31, 2023 and December 31, 2022 does not include the result of operation by Mahaser, as it ceases being VIE.

GBT TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023 and 2022

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.

On March 31, 2022, the parties entered into Amendment

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 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 period

from February 1, 2022 to February 28, 2022.

On January 1, 2023 the company extended their partnership to December 31, 2023.

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

The years ended on December 31, 2024 and 2023 does not include

the result of operation by Mahaser, as it ceases being VIE.

Deconsolidation of Variable Interest Entities

As discussed in Notes 5 and 6 to the consolidated

financial statements, the Company holds an equity investment in VisionWave Technologies Inc.

(“VW”) and accounts for its investment

as a consolidated variable interest entity (“VIE”) for the period ended June 30, 2024.

During the year ended December 31,

2024, the Company ceased their control and deconsolidated the VIE and now accounts its investment under the equity method.

accounting conclusion, the Company claimed it holds no controlling financial interest in VisionWave.

The Company accounts for income taxes in accordance

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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.

5 unchanged sentences

until 2024 inclusive.

GBT TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023 and 2022

Basic and Diluted Earnings Per Share

7 unchanged sentences

if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period.

the net income incurred potentially dilutive instruments would be anti-dilutive.

net income incurred potentially dilutive instruments would be anti-dilutive.

Accordingly, diluted loss per share is the same as basic

2 unchanged sentences

per share as their inclusion would be anti-dilutive.

Schedule of anti dilutive securities excluded from computation earnings per share

Schedule of potentially- dilutive shares

December 31, 2023

Series B preferred stock

2 unchanged sentences

Series I preferred stock

10,000,000,000

Convertible notes

3 unchanged sentences

84,974,637,296

Management’s Evaluation of Subsequent

The Company evaluates events

that have occurred after the balance sheet date of December 31, 2022, through the date which the CFS are issued.

Based upon the review,

other than described in Note 20 – Subsequent Events, the Company did not identify any recognized or non-recognized subsequent events

that would have required adjustment or disclosure in the CFS.

Management’s Evaluation of Subsequent Events

The Company evaluates events that have occurred after

the balance sheet date of December 31, 2024, through the date which the condensed consolidated financial statements are issued.

upon the review, other than described in Note 17 – Subsequent Events, the Company did not identify any recognized or non-recognized

subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements.

Recent Accounting Pronouncements

In August 2020, the FASB issued ASU 2020-06 , Debt—Debt

with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic

815-40)—Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.

ASU 2020-06 reduces the

number of accounting models for convertible debt instruments and convertible preferred stock.

For convertible instruments with conversion

features that are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging , or that do not

result in substantial premiums accounted for as paid-in capital, the embedded conversion features no longer are separated from the host

ASU 2020-06 also removes certain conditions that should be considered in the derivatives scope exception evaluation under Subtopic

815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity , and clarify the scope and certain requirements

under Subtopic 815-40.

In addition, ASU 2020-06 improves the guidance related to the disclosures and earnings-per-share (EPS) for convertible

instruments and contract in entity’s own equity.

ASU 2020-06 is effective for public business entities that meet the definition

of a SEC filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after

December 15, 2021, including interim periods within those fiscal years.

For all other entities, the amendments are effective for fiscal

years beginning after December 15, 2023, including interim periods within those fiscal years.

Early adoption is permitted, but no earlier

than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years.

The Board specified that an

entity should adopt the guidance as of the beginning of its annual fiscal year.

The Company adopted this ASU on the CFS in the year ended

December 31, 2021.

The adoption had no material impact on the CFS for the years ended December 31, 2023 and December 31, 2022 .

On April 2021, the FASB issued ASU 2021-04, “ Earnings

Per Share (Topic 260), Debt— Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic

718), and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40):

Issuer’s Accounting for Certain

Modifications or Exchanges of Freestanding Equity-Classified Written Call Options” (“ ASU 2021-04 ”)

to clarify the accounting by issuers for modifications or exchanges of equity-classified warrants.

The new ASU is available here and

effective for all entities in fiscal years starting after December 15, 2021.

Early adoption is permitted.

The Company adopted this ASU

on the CFS in the year ended December 31, 2021.

The adoption had no material impact on the CFS for the years ended December 31, 2023

and December 31, 2022.

In December 2023, the Financial Accounting Standards

Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, “Income Taxes (Topic 740):

to Income Tax Disclosures”, which requires greater disaggregation of income tax disclosures related to the income tax rate reconciliation

and income taxes paid and effective for fiscal years beginning after December 15, 2024.

Early adoption is permitted for annual financial

statements that have not yet been issued.

The amendments should be applied on a prospective basis although retrospective application is

The Company is currently evaluating the effects of this pronouncement on its financial statements and disclosures.

Management does not believe that any recently issued,

but not yet effective, accounting standards could have a material effect on the accompanying CFS.

As new accounting pronouncements are

issued, we will adopt those that are applicable under the circumstances.

GBT TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023 and 2022

but not yet effective, accounting standards could have a material effect on the accompanying condensed consolidated financial statements.

As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances.

Note 5 – Marketable Securities

TGHI Agreement

On January 28, 2022, the Company entered

into a Stock Purchase Agreement with Marko Radisic (the “Seller”) and Touchpoint Group Holdings, Inc.

pursuant to which the Company acquired 10,000 shares of Series A Convertible Preferred Stock (the “Touchpoint Preferred”)

from the Seller for $ 125,000 .

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

On February 22, 2022, the Company entered into an Intellectual Property License and Royalty Agreement with 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 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 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

order to this agreement as of December 31, 2023.

TGHI converted the Touchpoint Preferred into 10,000,000 shares

of common stock of Touchpoint on February 23, 2022 resulting in the Company owning 20,000,000 shares of common stock of Touchpoint

in total FV of $ 6,000 as of December 31, 2022 based on level 1 stock price in OTC markets.

On or about May 10, 2023 TGHI filed with the SEC

Form 15 choosing to become a non-reporting entity.

As such the Company depreciate its entire investment with TGHI.

MetAlert -prior name GTX Corp

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 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

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

The closing occurred on April 12, 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

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 by Tokenize.

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.

GBT TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023 and 2022

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 .

As of December 31, 2023 and December 31, 2022, the

marketable security had a FV of $ 1,692 and $ 12,538 , respectively.

Note 6 – Investment Avant .

Schedule of marketable securities

December 31, 2023

Marketable Securities from AVAI.

Marketable Securities from MetAlert Inc.

Total Fair Value of Marketable Securities

Investment Avant – Trend Innovation Holdings, Inc- AVAI.

On April 3, 2023, GBT Tokenize Corp., a subsidiary

8 unchanged sentences

In the event that TREN is unable to up-list to Nasdaq either through a

business combination or otherwise prior to the expiration of the Lock Up Term, the Seller may request within three (3) business days

of the expiration of the Lock-Up Term, that all transactions contemplated by the APA be unwound.

In addition, TREN, Seller and GBT entered into a

license agreement regarding the System, granting the Seller 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 Seller or GBT may not sublicense its rights hereunder

to any customer or client.

business combination or otherwise prior to the expiration of the Lock Up Term, the Seller may request within three (3) business days of

the expiration of the Lock-Up Term, that all transactions contemplated by the APA be unwound.

In addition, TREN, Seller and GBT entered into a license

agreement regarding the System, granting the Seller 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 Seller or GBT may not sublicense its rights hereunder to any customer

On July 18, 2023 TREN changed its name into:

1 unchanged sentence

its ticker symbol on OTC Markets was changed into AVAI.

Note 7 - Stock Loan Receivable

On January 8, 2019, the Company entered into a Stock Pledge Agreement with

Latin American Exchange Latinex Casa de Cambio, S.A., a Costa Rica corporation (“Latinex”), to provide that Latinex may maintain

its required regulatory capital as required by various regulators.

The Company has pledged 4,006 restricted shares of its common

stock valued at $7,610,147 (based on the closing price on the grant date) for a term of three years for an annual payment of $375,000

paid in quarterly installments of $93,750.

In lieu of cash payment, Latinex may pay the Company in virtual currency of WISE Network S.A.

valued at a 50% discount of its offering price of $10 per token.

In the event that Latinex’s required capital has decreased below

$5,000,000, Latinex is permitted to sell the pledged shares of common stock only in an amount to ensure that Latinex can satisfy the required

capital levels.

The Company must consent to such sale of the shares of common stock, which may not be unreasonably withheld.

Upon expiration

of the agreement, the remaining shares of common stock shall be returned to the Company free and clear of all liens.

The Company has recorded

the value of these shares of common stock as a stock loan receivable which is presented as a contra-equity account in the accompanying

consolidated balance sheets.

At December 31, 2019, the Company wrote off the accrued interest income as Latinex did not perform any payment

and the Company has no mean to enforce this payment.

Latinex agreed in principle to return the pledged 4,006 restricted shares of its

common stock to the Company for cancellation.

The 4,006 restricted shares of common stock have not yet been returned to the Company as

of December 31, 2023.

On June 4, 2024 Tokenize entered into Security and

Exchange Agreement together with Subscription Agreement with VisionWave Technologies Inc.

(“VW”), where Tokenize invested

10,000,000 of the Shares for 222 of VW, reducing the holding in the Shares to 16,000,000 .

On July 1, 2024, the Company, GBT Tokenize Corp., together with Igor 1

Corp (the “Note Holder”), entered into an agreement to amend the terms of a previously issued convertible note.

The amendment

includes the following changes:

Reduction of Outstanding Balance:

The outstanding balance of the note as of June 30, 2024, was $7,818,411.03, with a reported balance of $5,320,420.

The balance was reduced by $3,000,000 through the transfer of 10,000,000 restricted shares of AVAI, resulting in a new balance of $4,818,411.03.

Fixed Conversion Price:

The conversion feature of the note was amended to establish a fixed conversion price of $0.00001 per share.

This conversion price will remain unaffected by any future corporate actions, including reverse splits, dividends, or other similar actions.

Conversion Limits:

The note includes a maximum share issuance of 481,841,103,000 shares under the fixed conversion price and maintains a 4.99% beneficial ownership blocker.

This transaction reducing the holding in the AVAI

Shares to 6,000,000 as of December 31, 2024.

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

had a fair value of $ 6,000 and $ 26,000 , respectively.

MetAlert -prior name GTX Corp

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 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.

The remaining 50% of the

principal must be paid in cash.

The closing occurred on April 12, 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 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.

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

had a fair value of $ 2,462 and $ 3,546 , respectively.

Note 6 – Impaired Investment

Investment in GBT Technologies,

TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023 and 2022

On June 17, 2019, the Company,

14 unchanged sentences

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).

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.

Upon conversion of

the Gopher Convertible Note and the 20,000 shares of Series H Preferred Stock, Gonzalez would be entitled to less than 50% of the resulting

outstanding shares of common stock of the Company following conversion in full and, as a result, such transaction is not considered a

change of control.

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).

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.

Upon conversion of the Gopher

Convertible Note and the 20,000 shares of Series H Preferred Stock, Gonzalez would be entitled to less than 50% of the resulting outstanding

shares of common stock of the Company following conversion in full and, as a result, such transaction is not considered a change of control.

On May 19, 2021, the Company

2 unchanged sentences

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.

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.

GBT-CR is in the business of the strategic management

12 unchanged sentences

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

As such, the Company was unable to access

or to contact GBT-CR on an on-going basis, and cannot get information about GBT-CR.

GBT TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023 and 2022

The Company was unable to access or to

contact GBT-CR on an on-going basis, and cannot get information about GBT-CR.

Investment in Joint Venture GBT Tokenize Corp

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.

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.

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

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

9 unchanged sentences

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.

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.

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

1 unchanged sentence

The term of the Consulting Agreement is

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.

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 9, 2020.

Through this Joint Venture the parties commenced

development of an intelligent human vital signs’ device, which we currently refer to as the qTerm.

The platform is an expansion

of the existing license agreement with GBT Tokenize Corp., which provided GBT Tokenize Corp.

with 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.

application has been assigned serial number 63001564.

Through this Joint Venture the parties commenced development

of an intelligent human vital signs’ device, which we currently refer to as the qTerm.

The platform is an expansion of the existing

license agreement with GBT Tokenize Corp., which provided GBT Tokenize Corp.

with 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 term 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.

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.

The shares were valued at $ 15,400,000 .

At March 31, 2020, 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 $ 5,500,000 was taken.

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.

On July 20, 2023, the Company through its wholly

owned inactive subsidiary, Greenwich International Holdings, a Costa Rica corporation (“Greenwich”), entered into an Amended

and Restated Joint Venture (the “2023 Tokenize Agreement”) with Magic Internacional Argentina FC, S.L.

and GBT Tokenize Corp (“GBT Tokenize”).

GBT TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023 and 2022

At March 31, 2020, 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 $ 5,500,000 was taken.

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.

On July 20, 2023, the Company through its wholly owned

inactive subsidiary, Greenwich International Holdings, a Costa Rica corporation (“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”).

The 2023 Tokenize Agreement restated and replaced

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, which has benefited the Company despite its contribution of 166 million shares of 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.

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

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, which has benefited the Company despite its contribution of 166 million shares of 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.

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

The Company pledged its 50% ownership in GBT Tokenize

and its 100 % ownership of Greenwich to Magic to secure its Technology Portfolio investment.

Effective as of March 20,

2024, Tokeniz, 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”).

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 Stanley Hills, LLC.

Effective June 4, 2024 Tokenize been issued additional 222 from VisionWave for consideration of 10 million

AVAI shares that been vested under VisionWave.

Although the investment was impaired, the product

development is still ongoing.

The carrying amount of this investment at December 31, 2023 and December 31, 2022, was $ 0 and $ 0 , respectively.

The carrying amount of this investment at December 31, 2024 and 2023, was $ 0 , respectively.

Note 7 – Accounts Payable and Accrued Expenses

5 unchanged sentences

Accrued interest

Note 10 – Unearned Revenue

Unearned revenue represents the net amount received

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

In 2018, the Company ran pre-sales efforts

for its pet tracker product and received prepayments for its product.

The Company has $ 0 and $ 48,921 of unearned revenue at December

31, 2023 and December 31, 2022, respectively.

Note 11 – Convertible Notes Payable, Non-related Partied and

Related Party

Convertible notes payable – non related parties at December 31,

Accounts payable consisted of $ 561,740 aged outstanding

balances due to two vendors over 2 years.

The decrease in accrued liabilities was due to the

reclassification of $ 499,492 to other payable – RP.

Accrued expenses consisted of approximately $ 4.1 million

accrued settlement to one of the previous vendors over 2 years.

Refer to note 15 legal proceedings.

Schedule of accounts payable related parties

payable – related parties

interest - related parties

payables - related parties

Accounts payable – related parties consisted

of approximately $ 1,085,000 aged outstanding balances due to two major related parties for business purpose over 2 years.

Accrued interest – related parties consisted

of unpaid interest from related parties note payable as of December 31, 2024.

Other payables consisted of approximately $ 1,780,836

advanced payments from one of the related parties for business purposes.

Note 8 – Convertible Notes Payable, Non-related Partied and Related

Convertible notes payable – nonrelated parties at December 31, 2024

and 2023 consist of the following:

of convertible notes payable – non related parties

Convertible note payable to GBT Technologies

Schedule of convertible notes payable – non related parties

Convertible note payable to GBT Technologies S.A

Convertible notes payable to 1800

2 unchanged sentences

Unamortized debt discount

Convertible notes payable – non related parties

Convertible notes payable – nonrelated parties

Less current portion

( 5,665,017 )

( 6,397,727 )

Convertible notes payable – non related parties,

long-term portion

GBT TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023 and 2022

Convertible notes payable – nonrelated parties, long-term portion

$10,000,000 for GBT Technologies S.

8 unchanged sentences

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.

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 lookback

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

On May 19, 2021, the Company,

9 unchanged sentences

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.

During the period ended September

30, 2024, IGOR 1 converted $195,500 of the convertible note into 2,300,000,000 shares of the Company’s common stock.

On July 1, 2024, the Company

entered into an amendment by and between the Company and IGOR 1 to (1) The Company agrees to transfer 10,000,000 restricted shares of

AVAI to the note holder valued at $3,000,000 on the effective date;

(2) Amended the conversion price to a fixed price of $0.00001 per

(3) The total outstanding principal balance including accrued interest shall be adjusted to $4,818,411;

and (4) The maximum number

of shares that may be issued under the fixed conversion price remain subject to the terms set forth in the original note and shall not

be adjusted further by this amendment.

The maximum number of shares that can be issued is 481,841,103,000.

The Company recognized gain

on debt modification of $1,638,163 on the effective date.

As of December 31, 2024,

1 unchanged sentence

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

1800 Diagonal Lending

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 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.

GBT TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023 and 2022

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

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.

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.

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, the

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

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 $ 20,180 and accrued interest of $ 6,041 .

During the period ended December

31, 2024, 1800 Diagonal converted the remaining $ 20,180 of the convertible note with all accrued interest into 295,534,118 shares of the

Company’s common stock.

As of December 31, 2024,

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

14 unchanged sentences

of $ 92,737 at the issuance date.

GBT TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023 and 2022

During the period ended September

30, 2024, Glen Eagle converted $ 170,000 of the convertible note into 2,000,000,000 shares of the Company’s common stock.

On December 31, 2024, the

Company entered into an amendment by and between the Company and Glen Eagle to (1) Amended the conversion price to a fixed price of $0.00001

(2) The total outstanding principal balance including accrued interest shall be adjusted to $349,157 ;

and (4) The maximum number

of shares that may be issued under the fixed conversion price remain subject to the terms set forth in the original note and shall not

be adjusted further by this amendment.

The maximum number of share that can be issued is 37,500,000,000.

The Company recognized gain on

debt modification of $156,833 on the effective date.

As of December 31, 2024,

the consolidated convertible note had an outstanding balance of $ 292,500 and an accrued interest of $ 82,500 .

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

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 .

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 .

TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023 and 2022

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 .

The first 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.

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.

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 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.

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.

1800 Diagonal Lending LLC

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

9 unchanged sentences

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

During the year ended December 31, 2024, the note

was fully paid off.

As of December 31, 2024,

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

Convertible notes payable – prior related parties at December

31, 2023 and December 31, 2022 consist of the following:

Schedule of convertible note payable

Convertible notes payable – Stanley Hills at December

31, 2024 and 2023 consist of the following:

Schedule of convertible note payable – related parties

Convertible note payable to Stanley Hills

2 unchanged sentences

Less current portion

Convertible notes payable, net, related party, long-term

GBT TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023 and 2022

Convertible notes payable, net, related party, long-term portion

Stanley Hills LLC

19 unchanged sentences

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 .

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 September 30, 2024 .

Stanley may convert the consolidated convertible Note into shares of the Company’s

1 unchanged sentence

The Company recorded a gain on debt extinguishment of $ 408,034 at the issuance date.

During the period ended September

30, 2024, Stanley Hills converted $ 170,000 of the convertible note into 2,000,000,000 shares of the Company’s common stock.

On December 31, 2024, the

Company entered into an amendment by and between the Company and Stanley Hills LLC to (1) Extended the maturity date of the note to December

(2) Amended the conversion price to a fixed price of $0.00001 per share;

(3) The total outstanding principal balance including

accrued interest shall be adjusted to $600,000;

and (4) The maximum number of shares that may be issued under the fixed conversion price

remain subject to the terms set forth in the original note and shall not be adjusted further by this amendment.

The maximum number of

shares that can be issued is 60,000,000,000.

The Company recognized gain on debt modification of $250,054 on the effective date.

As of December 31, 2024 and

December 31, 2023 the principal balance of Stanley debt was $ 491,395 and $ 661,395 respectively.

The unpaid interest of the Stanley debt

at December 31, 2024 and December 31, 2023 was $ 108,605 and $ 49,482 , respectively.

As of December 31, 2024,

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.

the Company recognized gain on debt modification in total amount of $ 2,045,049 .

Discounts on convertible notes

The Company recognized debt discount of $ 113,260

and $ 438,015 during the twelve months ended December 31, 2023 and 2022, respectively, related to the amortization of the debt discount

on convertible notes.

The unamortized debt discount at December 31, 2023 and at December 31, 2022 was $ 43,739 and $ 189,060 , respectively.

A roll-forward of the convertible notes payable from

December 31, 2022 to December 31, 2023 is below:

Schedule of roll-forward of the convertible notes payable

Convertible notes payable, December 31, 2022

Issued for cash

Debt discount related to new convertible notes

Payment with cash

Conversion to common stock

( 1,632,459 )

Amortization of debt discounts

Convertible notes payable, December 31, 2023

The Company recognized debt discount of $ 50,873 and

$ 268,423 during the years ended December 31, 2024 and 2023, respectively, related to the amortization of the debt discount on convertible

The unamortized debt discount at December 31, 2024 and 2023 was $ 0 and $ 46,003 , respectively.

Note 9 – Notes Payable, Non-related Parties

1 unchanged sentence

Notes payable, non-related parties at December 31,

2023 and December 31, 2022 consist of the following:

GBT TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023 and 2022

Schedule of notes payable

2024 and 2023 consist of the following:

Schedule of notes payable, non-related parties

Total notes payable

21 unchanged sentences

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.

The Company did not perform any payment

The current portion of principal balance of the note at December

31, 2024 and December 31, 2023 was $ 106,260 and $ 21,252 plus accrued interest of $ 50,204 and $ 43,377 , respectively.

The noncurrent portion

of principal balance of the note at December 31, 2024 and 2023 was $ 243,740 and $ 328,748 , respectively.

The Company did not make any payment

on the loan and seeking hardship from the SBA for reduce payment which was not yet addressed by the SBA.

on Promissory Note

Company recognized debt discount of $ 64,351 and $ 0 during the period ended December 31, 2023 and December 31, 2022, respectively, related

to the amortization of the debt discount on promissory notes.

The unamortized debt discount at December 31, 2023 and at December 31,

2022 was $ 2,265 and $ 0 , respectively.

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.

During the year ended December

31, 2024, the note has been fully repaid.

As of December 31, 2024 and 2023, the note had an outstanding balance of

$ 0 and $ 1,486 and a one-time interest of $ 0 and $ 7,129 , respectively.

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 resulting in a total payback to DL of $ 52,872 .

The first 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.

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.

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.

During the year ended December

31, 2024, the note has been fully repaid.

As of December 31, 2024 and

2023, the note had an outstanding balance of $ 0 and $ 26,059 and a one-time interest of $ 0 and $ 5,665 , respectively.

Notes payable, related party at December 31, 2024

and December 31, 2022 consist of the following:

and 2023 consist of the following:

Schedule of notes payable, related parties

9 unchanged sentences

due on September 30, 2021.

On March 31, 2023 Alpha and the Company extended the note maturity to December 31, 2023.

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.

GBT TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023 and 2022

On December 31, 2024 Alpha and the Company extended the note maturity to December 31, 2025.

of the note at December 31, 2024 and 2023 was $ 140,000 and $ 140,000 plus accrued interest of $ 62,803 and $ 46,633 , respectively.

Note 10 – Accrued Settlement

Schedule of accrued settlement

December 31, 2023

Accrued Settlement Payable

In connection with a legal matter filed by the Investor

of the $ 8,340,000 Senior Secured Redeemable Convertible Debenture, on December 23, 2019, in the pending arbitration between the

Company and the Investor, an Interim Award was entered in favor of the Investor.

On January 31, 2020, the Company was informed that a

final award was entered (the “Final Award”).

The Final Award affirms that certain sections of the Senior Secured Redeemable

Convertible Debenture (the “Debenture”) constitute unenforceable liquidated damages penalties and were stricken.

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

Consequently, the arbitrator awarded Investor

an award of $ 4,034,444 plus interest of 7.25 % accrued from May 15, 2019 (presented separately in accounts payable and accrued

expenses) and costs of $ 55,613 .

of the $ 8,340,000 Senior Secured Redeemable Convertible Debenture, on December 23, 2019, in the pending arbitration between the Company

and the Investor, an Interim Award was entered in favor of the Investor.

On January 31, 2020, the Company was informed that a final award

was entered (the “Final Award”).

The Final Award affirms that certain sections of the Senior Secured Redeemable Convertible

Debenture (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 Investor an

award of $ 4,034,444 plus interest of 7.25 % accrued from May 15, 2019 (presented separately in accounts payable and accrued expenses)

and costs of $ 55,613 .

In connection with this settlement, the Company recognized a gain on the settlement of debt of $ 1,375,556 in

1 unchanged sentence

The Company recorded accrued

settlement of $ 4,090,057 and $ 4,090,057 at December 31, 2023 and at December 31, 2022, respectively.

settlement of $ 0 at December 31, 2024 and 4,090,057 at December 31, 2023, respectively.

As part of its financial review for the fiscal

year ended December 31, 2024, the Board of Directors of the Company conducted an assessment of the Company’s Accrued Settlement

Liability, a balance originally recorded in 2020 in connection with the arbitration award issued in favor of Discover Growth Fund, LLC

On February 28, 2020, DGF conducted a foreclosure sale of the Company’s assets.

However, the Company was not

provided with an accounting of the sale or details of the proceeds received by DGF.

The Company has maintained its position that the foreclosure

sale satisfied the arbitration award in full.

Additionally, DGF has not taken any action to enforce collection of the liability since

the arbitration award was confirmed by the U.S.

District Court for the Virgin Islands on January 25, 2024.

Accounting Treatment

In accordance with ASC 405-20-40-1 (Liabilities -

Extinguishment of Liabilities), a liability should be derecognized when it has been extinguished.

Extinguishment occurs when the debtor

is legally released from the obligation or when the obligation is otherwise settled.

• The Company’s assets were foreclosed

and sold by DGF in 2020;

• No further collection efforts have been initiated

• The Company maintains that the foreclosure

sale satisfied the judgment;

• The Company does not intend to make any payment

toward the liability;

• Carrying the liability indefinitely would misrepresent

the Company’s financial position, inflating its balance sheet without a true expectation of payment;

The Board of Directors approved the write-off of the

remaining Accrued Settlement Liability in the amount of $ 5,755,400 , recognizing it as a gain in the Company’s financial statements

for the year ended December 31, 2024.

Financial Statement Impact

As a result of this decision, the Company recognized

a $ 5,755,400 gain on extinguishment of liability, which is included in other income in the consolidated statement of operations.

The corresponding

reduction in liabilities is reflected in the balance sheet under Accrued Settlement Liabilities, reducing the Company’s total liabilities.

Going Concern Consideration

The Company continues to operate under going concern

This write-off does not impact the Company’s assessment of its financial viability, as its ability to continue operations

depends on factors including access to financing and future business performance.

However, if any party disputes the Company’s position

in the future and initiates collection efforts, the Company will defend its position and disclose any developments accordingly.

Note 11 - Derivative Liability

2 unchanged sentences

being recorded as a derivative liability.

The FV of the derivative liability is recorded and

shown separately under current liabilities.

Changes in the FV of the derivative liability is recorded in the statement of operations

under other income (expense).

The fair value of the derivative liability is recorded

and shown separately under current liabilities.

Changes in the fair value of the derivative liability is recorded in the statement of

operations under other income (expense).

The Company uses a weighted average Black-Scholes

option pricing model with the following assumptions to measure the FV of derivative liability at December 31, 2023 and 2022:

Schedule of assumptions to measure fair value

option pricing model with the following assumptions to measure the fair value of derivative liability at December 31, 2024 and 2023:

Schedule of assumptions

Risk free rate

1 unchanged sentence

0.000075 – 0.000085

$ 0.0015 – 0.0017

Dividend rate

The following table represents the Company’s

derivative liability activity for the period ended December 31, 2023:

of derivative liability activity

derivative liability activity for the period ended September 30, 2024:

Schedule of derivative liability activity

Derivative liability balance, December 31, 2023

Issuance of derivative liability during the period

Mark to Market

Fair value of beneficial conversion feature of debt converted

( 2,727,482 )

Change in derivative liability during the period

Derivative liability balance, December 31, 2024

The significant increase in the fair value of derivative liability was

mainly due to the Company’s stock price dropping from $ 0.001 at December 31, 2022 to $ 0.0001 at December 31, 2023.

It reduced the

strike price of the convertible notes and increased the total liabilities of the total convertible shares into common stock as of December

The significant decrease in the fair value of derivative

liability was mainly due to the all the convertible notes were modified to a fixed price in December 31, 2024.

Refer to FN #9 above.

Note 12 - Stockholders’ Equity

2 unchanged sentences

consent by stockholders holding a majority of the voting stock of the Company, dated as of June 28, 2022.

GBT TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023 and 2022

To amend the Company’s Articles of Incorporation, (the “Articles

of Incorporation”) to increase the number of authorized shares of common stock, par value $ 0.00001 per share (the “Common

Stock”), of the Company from 2,000,000,000 shares to 10,000,000,000 shares.

This action concluded on August 11, 2022.

(i) authorize the Company’s Board of Directors to effect, in

its sole discretion, a reverse stock split of the Common Stock in a ratio of up to 1-for-500 (the “Reverse Stock

Split”), and (ii) authorize the filing of an amendment to the Company’s Articles of Incorporation to implement the Reverse

Stock Split and any other action deemed necessary to effectuate the Reverse Stock Split, without further approval or authorization

of stockholders, at any time prior to December 31, 2023.

This action was not commenced yet by the Company’s board.

3 unchanged sentences

voting shares of the Company.

During the period ended December 31, 2023, the Company

During the year ended December 31, 2024, the Company

had the following transactions in its common stock:

Of 8,618,101,622 shares issued for the conversion of convertible notes

of $ 1,632,459 and accrued interest of $ 52,211 ;

Of 100,000,000 Shares issued to Pacific Capital Markets LLC for

certain for service agreement between Pacific Capital Markets LLC.

and the Company.

The value of the shares of $ 80,000 was determined

based on the FV of the Company’s common stock at the time of issuance;

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

As of December 31, 2024 and 2023, there were 16,813,229,180

and 10,253,695,062 shares of common stock issued and outstanding, respectively.

Series B Preferred Shares

1 unchanged sentence

$100 per share and is convertible into the Company’s common stock at a conversion price of $ 30 per share representing 3,000 posts

split common shares.

Furthermore, the Series B Preferred Stock votes on an as converted basis and carries standard anti-dilution rights.

reverse split common shares.

Furthermore, the Series B Preferred Stock votes on an as converted basis and carries standard anti-dilution

These rights were subsequently removed, except in cases of stock dividends or splits.

As of December 31, 2023 and as of December 31, 2022,

there were 45,000 Series B Preferred Shares outstanding.

As of December 31, 2024 and 2023, there were 45,000

Series B Preferred Shares outstanding, respectively.

Series C Preferred Shares

10 unchanged sentences

GV has contractually agreed to restrict its ability

to convert the Series C Preferred Stock and receive shares of the Company’s common stock such that the number of shares of the

Company’s common stock held by it and its affiliates after such conversion does not exceed 4.9% of the then issued and outstanding

shares of the Company’s common stock.

The issuance of the Series C Preferred Stock was

made in reliance upon exemptions from registration pursuant to Section 4(a)(2) under the Securities Act of 1933 and Rule 506 promulgated

under Regulation D thereunder.

GV is an accredited investor as defined in Rule 501 of Regulation D promulgated under the Securities Act

GBT TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023 and 2022

At December 31, 2023 and at December 31, 2022, GV

owns 700 Series C Preferred Shares.

Series D Preferred Shares

As of December 31, 2023 and as of December 31, 2022,

there are 0 and 0 shares of Series D Preferred Shares outstanding, respectively.

Series G Preferred Shares

As of December 31, 2023 and as of December 31, 2022,

there are 0 and 0 shares of Series G Preferred Shares outstanding, respectively.

to convert the Series C Preferred Stock and receive shares of the Company’s common stock such that the number of shares of the Company’s

common stock held by it and its affiliates after such conversion does not exceed 4.9% of the then issued and outstanding shares of the

Company’s common stock.

The issuance of the Series C Preferred Stock was made

in reliance upon exemptions from registration pursuant to Section 4(a)(2) under the Securities Act of 1933 and Rule 506 promulgated under

Regulation D thereunder.

GV is an accredited investor as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933.

At December 31, 2024 and 2023, GV owns 700 Series

C Preferred Shares, respectively.

Series H Preferred Shares

1 unchanged sentence

a Costa Rica company and a wholly-owned subsidiary of the Company (“AltCorp”), GBT Technologies, S.A., a Costa Rica company

(“GBT-CR”) and Pablo Gonzalez, a shareholder’s representative of GBT-CR (“Gonzalez”), entered into and

closed an Exchange Agreement (the “GBT Exchange Agreement”) pursuant to which the parties exchanged certain securities.

accordance with the Exchange Agreement, AltCorp acquired 625,000 shares of GBT-CR representing 25% of its issued and outstanding shares

of common stock from Gonzalez for the issuance of 20,000 shares of Series H Convertible Preferred Stock of the Company and a Convertible

Note of $ 10,000,000 issued by the Company (the “Gopher Convertible Note”) as well as additional consideration.

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

At the election of Gonzalez, the Gopher 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 ($10 per share).

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.

As of December 31, 2023 and as of December 31, 2022,

there are 20,000 shares of Series H Preferred Shares outstanding.

(“GBT-CR”) and Pablo Gonzalez, a shareholder’s representative of GBT-CR (“Gonzalez”), entered into and closed

an Exchange Agreement (the “GBT Exchange Agreement”) pursuant to which the parties exchanged certain securities.

In accordance

with the Exchange Agreement, AltCorp acquired 625,000 shares of GBT-CR representing 25% of its issued and outstanding shares of common

stock from Gonzalez for the issuance of 20,000 shares of Series H Convertible Preferred Stock of the Company and a Convertible Note of

$ 10,000,000 issued by the Company (the “Gopher Convertible Note”) as well as additional consideration.

The Gopher Convertible

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

At the election of Gonzalez, the Gopher 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 ($10 per share).

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.

As of December 31, 2024 and 2023, there are 20,000

shares of Series H Preferred Shares outstanding, respectively.

Series I Preferred Shares

10 unchanged sentences

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.

As of December 31, 2023, there are 1,000 shares of

Series I Preferred Shares outstanding.

GBT TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023 and 2022

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.

As of December 31, 2024 and 2023, there are 1,000

shares of Series I Preferred Shares outstanding, respectively.

Treasury Shares

1 unchanged sentence

announcing that its Board of Directors approved a share repurchase program.

Under the program, the Company is authorized to purchase

up to 200-post-split (1,000,000 pre-split) of its shares of common stock in open market transactions at the discretion of management.

All stock repurchases will be subject to the requirements of Rule 10b-18 under the Securities Exchange Act of 1934, as amended and other

rules that govern such purchases.

As of December 31, 2023, the Company has 8 treasury shares on a cost basis of $ 11,059 .

Under the program, the Company is authorized to purchase up

to 200-post-split (1,000,000 pre-split) of its shares of common stock in open market transactions at the discretion of management.

stock repurchases will be subject to the requirements of Rule 10b-18 under the Securities Exchange Act of 1934, as amended and other rules

that govern such purchases.

As of September 30, 2024 and December 31, 2023, the

Company has 8 treasury stock on a cost basis of $ 11,059 , respectively.

Shares T o B e C ancelled

2 unchanged sentences

On December 31,

2014, the Company returned 40,000 post-split shares (200,000,000 pre-split shares) to the Company in connection with the dissolution

of the licensing agreement with Micrologic.

2014, the Company returned 40,000 post-split shares (200,000,000 pre-split shares) to the Company in connection with the dissolution of

the licensing agreement with Micrologic.

During the first quarter of 2015, the Company’s

counsel, who had previously been issued 32,000 shares as compensation, returned those shares to the Company.

As of December 31, 2023, the Company has 1,032 shares to be cancelled on a cost basis of $ 632,000 .

The following is a summary of warrant activity.

of for warrant activity

December 31, 2022

December 31, 2023

Note 16 - Income Taxes

At December 31, 2023 and 2022, the significant components of the

deferred tax assets are summarized below:

Schedule of components of deferred tax assets

Deferred income tax asset

Net operating loss carryforwards

Total deferred income tax asset

valuation allowance

( 10,216,110 )

( 9,182,327 )

Total deferred income tax asset

The valuation allowance increased by $ 1,072,552 and

$ 237,089 in 2023 and 2022, respectively, as a result of the Company generating additional net operating losses.

The Company’s net

operating loss carryforward of approximately $ 31,663,196 begin to expire in 2025.

GBT TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023 and 2022

No income tax expense reflected in the consolidated

statements of income for the years 2023 and 2022.

The reconciliation of the effective income tax rate to the federal statutory

rate for the years ended December 31, 2023 and 2022 is as follows:

Schedule of effective income tax rate reconciliation

Federal statutory rates

$ ( 3,735,296 )

State income taxes

( 1,422,970 )

Permanent differences

( 1,784,116 )

Valuation allowance against net deferred tax assets

Effective rate

The Company periodically evaluates the likelihood

of the realization of deferred tax assets, and adjusts the carrying amount of the deferred tax assets by the valuation allowance to the

extent the future realization of the deferred tax assets is not judged to be more likely than not.

The Company considers many factors

when assessing the likelihood of future realization of its deferred tax assets, including its recent cumulative earnings experience by

taxing jurisdiction, expectations of future taxable income or loss, the carryforward periods available to the Company for tax reporting

purposes, and other relevant factors.

Future changes in the unrecognized tax benefit will

have no impact on the effective tax rate due to the existence of the valuation allowance.

The Company estimates that the unrecognized

tax benefit will not change significantly within the next twelve months.

The Company will continue to classify income tax penalties and

interest as part of general and administrative expense in its consolidated statements of operations.

There were no interest or penalties

accrued as of December 31, 2023 and 2022.

Note 17 - Related Parties

Related parties are natural persons or other entities

that have the ability, directly or indirectly, to control another party or exercise significant influence over the party in making financial

and operating decisions.

Related parties include other parties that are subject to common control or that are subject to common significant

On October 10, 2019, the Company entered into a Joint

Venture Agreement (the “BitSpeed Agreement”) with BitSpeed LLC, which is owned by Douglas Davis, the prior Company’s

Chief Executive Officer (From January 1, 2019 to April 11, 2020), to form GBT BitSpeed Corp., a Nevada company (“GBT BitSpeed”).

The purpose of GBT BitSpeed is to develop, maintain and support its proprietary Extreme Transfer Software Application Concurrency, a

software application to transfer secure, accelerated transmission of large file data over networks, and connection to cloud storage,

Network-Attached Storage (NAS) and Storage Area Networks (SANs) (“Concurrency”).

BitSpeed shall contribute the services and

resources for the development of Concurrency to GBT BitSpeed.

The Company shall contribute 10 million shares of common stock of the Company

to GBT BitSpeed.

BitSpeed and the Company will each own 50 % of GBT BitSpeed.

The Company shall appoint two directors and BitSpeed shall

appoint one director of GBT BitSpeed.

In addition, GBT BitSpeed and Mr.

Davis entered into a Consulting Agreement in which Mr.

is engaged to provide services for $ 10,000 per month payable quarterly which may be paid in shares of common stock calculated by the

amount owed divided by the Company’s 20-day VWAP.

Davis will provide services in connection with the development of the business

as well as GBT BitSpeed’s capital raising efforts.

The term of the Consulting Agreement was two years.

The closing of the BitSpeed

Agreement occurred on October 14, 2019.

On March 31, 2023 Doug Davis gave notice to the Company of termination of the consulting agreement

dated October 10, 2019.

GBT TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023 and 2022

On July 20, 2023, the Company through its wholly

owned subsidiary, Greenwich International Holdings, a Costa Rica corporation (“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”).

On March 6, 2020, the Company through Greenwich entered into a Joint Venture and Territorial License

Agreement (the “2020 Tokenize Agreement”) with Tokenize-It, S.A.

(“Tokenize”).

Under the 2020 Tokenize Agreement,

the parties formed GBT Tokenize and Tokenize contributed its technology portfolio as described in the 2020 Tokenize Agreement with each

Tokenize and the Company owning 50 % of 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 start-ups (“Technology Portfolio”).

In addition to the Technology Portfolio,

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

contributed 2,000,000 shares

of common stock.

On May 28, 2021, the parties agreed to amend the 2020 Tokenize Agreement to expand the territory granted for the

Technology Portfolio under the license to GBT Tokenize to include the entire continental United States.

The Company issued GBT

Tokenize an additional 14,000,000 shares

of common stock.

On June 30, 2021, Tokenize and its shareholder assigned all their rights under the 2020 Tokenize Agreement,

including the Company’s pledged 50 %

ownership in GBT Tokenize to Magic.

On April 11, 2022, the Company, through Greenwich, entered into a Master Joint Venture and

Territorial License Agreement (the “2022 Tokenize Agreement”) with Magic and Tokenize which replaced the 2020 Tokenize

The Company issued GBT Tokenize an additional 150,000,000 shares

of common stock of the Company.

GBT Tokenize has developed a vital device based on the Technology Portfolio that is ready for

commercialization, as well as certain derivative technologies, which positioned GBT Tokenize to further develop or license certain

code sources.

On April 3, 2023, GBT Tokenize entered its first commercial transaction to date through the sale of the Avant-AI!

technology that been developed by GBT Tokenize, based on the Technology Portfolio pursuant to which GBT Tokenize received 26,000,000 shares

of common stock of Buyer’s shares – Avant Technologies, Inc.

The 2023 Tokenize Agreement restated and replaced 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, which has benefited the Company despite its contribution of 166 million

shares of 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.

Further, the Series I

Stock will vote on an as converted basis.

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

to Magic to secure its Technology Portfolio investment.

Yello Partners Inc.

As of December 31, 2023 and as of December 31, 2022,

the Company has $ 625,000 and $ 505,000 owed to Yello Partners, Inc., a Company owned by the CEO.

Alpha Eda Note Payable – Related Party

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 September 30, 2021.

On March 31, 2023 Alpha and the Company extended the note maturity

As of December 31, 2023 and as of December 31, 2022, the Company has $ 140,000 and $ 140,000 owed to

Alpha Eda, respectively.

GBT TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023 and 2022

Stanley Hills LLC Convertible

Note Payable – Prior Related Party

On January 1, 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

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.

As of December 31, 2023 and as of December

31, 2022, the Company has recorded an outstanding balance to Stanley note payable amounted $ 661,395 and $ 0 , respectively.

Stanley Hills LLC Accounts

As of December 31, 2024 and 2023, the Company has

recorded an outstanding payable balance to Stanley amounted $ 901,595 and $ 927,136 , respectively, recorded under accrued expenses.

Consulting income for the year ended December 31,

2023 and for the year ended on December 31, 2022 were $ 0 and $ 90,000 .

Consulting income were derived from providing IT consulting services

to Stanley Hills, a related party back then.

1,032 shares to be cancelled on a cost basis of $ 632,000 , respectively.

The following is a summary of warrant activity.

Schedule of warrant activity

Outstanding, December 31, 2023

Outstanding, December 31, 2024

Exercisable, December 31, 2024

Note 13 - Legal Proceedings

3 unchanged sentences

will have a material impact on the financial position of the Company.

On or about July 9, 2021 the Company filed a lawsuit

in District Court in Clack County Nevada – Department 19 (Case number A-21-837631-C) against Terry Taylor and TTSG Holdings, Inc

for breach of contract, breach of covenant of Good Faith and Fair Dealing, Unjust Enrichment and declaratory relief for failure of providing

consulting services per contract they entered.

The Company is demanding the return of 240,000 shares issued, return of the $5,000 payments,

recission of the consulting agreement, and attorney’s fees and costs.

As Terry Taylor and TTSG Holdings failed to appear to a notice

of deposition, the Company filed for a summary judgment.

On January 20, 2023 the court issued a $708,821 writ of execution against Terry

Taylor and TTSG

Gregory Mancuso and Rainer

On or about February 2,

2022, GBT was served with a First Amended Complaint (the “Complaint”) initiated by Gregory Mancuso and Rainer AG, a Swiss

corporation, Case No.

21SMCV01430, filed in the Superior Court of the State of California for the County of Los Angeles.

The Complaint

names a number of different parties, including GBT, and asserts, among other things, claims for conversion, unjust enrichment, breach

of contract, and breach of implied covenant of fair dealing, which Plaintiffs allege arise out of a brokerage agreement entered into

between Plaintiff Rainer AG and co-defendant Consul Group re Dos Mil Veintiuno S.R.L (“Consul”).

GBT was sued under an alter

ego theory of liability, and its only involvement in the above-referenced chain of events seems to be that its shares were deposited

with Rainer by Consul upon the opening of the brokerage account.

GBT will be filling a demurrer to the First Amended Complaint based

on a variety of deficiencies with the First Amended Complaint, and will ask the Court to dismiss the claims against GBT.

Note 14 - Contingencies

1 unchanged sentence

On September 14, 2018, the

Company entered into an Exclusive Intellectual Property License and Royalty Agreement (the “GBT License Agreement”) with

GBT-CR, a fully compliant and regulated crypto currency exchange platform that currently operates in Costa Rica as a decentralized crypto

currency platform, pursuant to which, among other things, the Company granted to GBT-CR an exclusive, royalty-bearing right and license

relating intellectual property relating to systems and methods of converting electronic transmissions into digital currency as reflected

in that certain patent filed with the United Stated Patent and Trademark Office on or about June 14,

TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023 and 2022

2018 (EFS ID:

Company entered into an Exclusive Intellectual Property License and Royalty Agreement (the “GBT License Agreement”) with GBT-CR,

a fully compliant and regulated crypto currency exchange platform that currently operates in Costa Rica as a decentralized crypto currency

platform, pursuant to which, among other things, the Company granted to GBT-CR an exclusive, royalty-bearing right and license relating

intellectual property relating to systems and methods of converting electronic transmissions into digital currency as reflected in that

certain patent filed with the United Stated Patent and Trademark Office on or about June 14, 2018 (EFS ID:

Application Number:

1 unchanged sentence

Confirmation Number:

6787)(collectively, the “Digital Currently

Technology”).

Pursuant to the GBT License Agreement, the Company granted GBT-CR an exclusive worldwide license to use the Digital

Currency Technology to make, use, sell, lease or otherwise commercialize and dispose of products and devices utilizing the Digital Currently

Under the terms of the GBT License Agreement, the Company is entitled to receive a royalty payment of 2% of gross revenue

of each licensed product sold by GBT-CR during the period starting in which revenue is first generated using the licensed products and

continuing for five years thereafter.

6787)(collectively, the “Digital Currently Technology”).

Pursuant to the GBT License Agreement, the Company granted GBT-CR an exclusive worldwide license to use the Digital Currency Technology

to make, use, sell, lease or otherwise commercialize and dispose of products and devices utilizing the Digital Currently Technology.

the terms of the GBT License Agreement, the Company is entitled to receive a royalty payment of 2% of gross revenue of each licensed product

sold by GBT-CR during the period starting in which revenue is first generated using the licensed products and continuing for five years

Upon signing the GBT-CR License Agreement, GBT-CR paid the Company $ 300,000 which is nonrefundable.

The Company recognized the $ 300,000 as revenue during the years ended December 31, 2018.

Upon GBT-CR making available for sale (the

“Commercial Event”) an ICO (Initial Coin Offering) (the “Coin”), GBT-CR will make a payment to the Company of

$ 5,000,000 .

Further, upon the Commercial Event, GBT-CR will grant the Company the ability to acquire 30% of the Coin at a 30% discount

of such offering price of the Coin.

The GBT License Agreement commenced as of the signing date and, unless terminated in accordance with

the termination provisions of the GBT License Agreement, shall remain in force until the expiration of the patent pertaining to the Digital

Currency Technology;

provided that the right to use trade secrets shall survive the expiration of the GBT License Agreement provided

the Company has not terminated.

Prior to the signing of the GBT License Agreement, GBT-CR advanced $ 200,000 to the Company, which

the parties have agreed will be applied toward the $ 5,000,000 fee when it becomes due.

On February 27, 2020 GBT Technologies, S.A., as

successor in interest to Hermes Roll, LLC had notified the Company that it was in default on its Amended and Restated Territorial License

Agreement (“ARTLA”) dated June 15, 2015 and that the ARTLA had been cancelled and rescinded.

The Company recognized

the $ 300,000 as revenue during the years ended December 31, 2018.

Upon GBT-CR making available for sale (the “Commercial Event”)

an ICO (Initial Coin Offering) (the “Coin”), GBT-CR will make a payment to the Company of $ 5,000,000 .

Further, upon the Commercial

Event, GBT-CR will grant the Company the ability to acquire 30% of the Coin at a 30% discount of such offering price of the Coin.

GBT License Agreement commenced as of the signing date and, unless terminated in accordance with the termination provisions of the GBT

License Agreement, shall remain in force until the expiration of the patent pertaining to the Digital Currency Technology;

provided that

the right to use trade secrets shall survive the expiration of the GBT License Agreement provided the Company has not terminated.

to the signing of the GBT License Agreement, GBT-CR advanced $ 200,000 to the Company, which the parties have agreed will be applied

toward the $ 5,000,000 fee when it becomes due.

On February 27, 2020 GBT Technologies, S.A., as successor in interest to Hermes Roll, LLC

had notified the Company that it was in default on its Amended and Restated Territorial License Agreement (“ARTLA”) dated

June 15, 2015 and that the ARTLA had been cancelled and rescinded.

Stock Loan Receivable

On January 8, 2019, the

Company entered into a Stock Pledge Agreement with Latin American Exchange Latinex Casa de Cambio, S.A., a Costa Rica corporation (“Latinex”),

On January 8, 2019, the Company

entered into a Stock Pledge Agreement with Latin American Exchange Latinex Casa de Cambio, S.A., a Costa Rica corporation (“Latinex”),

to provide that Latinex may maintain its required regulatory capital as required by various regulators.

2 unchanged sentences

of $ 375,000 paid in quarterly installments of $ 93,750 .

In lieu of cash payment, Latinex may pay the Company in virtual currency

of WISE Network S.A.

In lieu of cash payment, Latinex may pay the Company in virtual currency of

WISE Network S.A.

valued at a 50% discount of its offering price of $10 per token.

12 unchanged sentences

of December 31, 2024.

Accrued Settlement

On December 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 .

In 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.

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 $5.00).

The Market Price is the average

of the 5 lowest individual daily volume weighted average prices 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”).

On December 23,

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

On January 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 Investor an award of $ 4,034,444 plus

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

On February 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.

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.

The Company 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 attorneys $48,844 and costs

The Company filed an answer on August 11, 2020.

On October 16, 2020, Investor motion for attorneys $48,844 and costs $716 was

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.

Based on Discover notice in writing of selling all the Company’s assets, the Company intend to invoice Discover

for that sale and offset the settlement amount at the end of the year.

On January 25, 2024 Virgin Island Court ordered that Final Award

is confirmed.

As part of its financial review for the fiscal year

ended December 31, 2024, the Board of Directors of the Company conducted an assessment of the Company’s Accrued Settlement Liability,

a balance originally recorded in 2020 in connection with the arbitration award issued in favor of Discover Growth Fund, LLC (“DGF”).

On February 28, 2020, DGF conducted a foreclosure sale of the Company’s assets.

However, the Company was not provided with an accounting

of the sale or details of the proceeds received by DGF.

The Company has maintained its position that the foreclosure sale satisfied the

arbitration award in full.

Additionally, DGF has not taken any action to enforce collection of the liability since the arbitration award

was confirmed by the U.S.

District Court for the Virgin Islands on January 25, 2024.

Accounting Treatment

In accordance with ASC 405-20-40-1 (Liabilities -

Extinguishment of Liabilities), a liability should be derecognized when it has been extinguished.

Extinguishment occurs when the debtor

is legally released from the obligation or when the obligation is otherwise settled.

• The Company’s assets were foreclosed

and sold by DGF in 2020;

• No further collection efforts have been initiated

• The Company maintains that the foreclosure

sale satisfied the judgment;

• The Company does not intend to make any payment

toward the liability;

• Carrying the liability indefinitely would misrepresent

the Company’s financial position, inflating its balance sheet without a true expectation of payment;

The Board of Directors approved the write-off of the

remaining Accrued Settlement Liability in the amount of $ 5,755,400 , recognizing it as a gain in the Company’s financial statements

for the year ended December 31, 2024.

Financial Statement Impact

As a result of this decision, the Company recognized

a $ 5,755,400 gain on extinguishment of liability, which is included in other income in the consolidated statement of operations.

The corresponding

reduction in liabilities is reflected in the balance sheet under Accrued Settlement Liabilities, reducing the Company’s total liabilities.

Going Concern Consideration

The Company continues to operate under going concern

This write-off does not impact the Company’s assessment of its financial viability, as its ability to continue operations

depends on factors including access to financing and future business performance.

However, if any party disputes the Company’s position

in the future and initiates collection efforts, the Company will defend its position and disclose any developments accordingly.

Metaverse Agreements

4 unchanged sentences

The purpose of Metaverse Kit was to develop, maintain and support source codes for its proprietary technologies and comprehensive

platform that combines a core virtual reality platform and an extended set of real-world functions to provide a metaverse experience

initially within the area of sports and then expanding into virtual worlds of entertainment, live events, gaming, communications and

other cross over product opportunities (the “Meta Portfolio”).

Under the Metaverse Agreement, Licensor agreed to provide

Metaverse Kit with the licensed technology and expertise.

In connection therewith, the parties entered an Asset Purchase Agreement (the

“Metaverse APA”) concurrently with the Metaverse Agreement whereby Licensor sold Metaverse Kit all source codes pertaining

to the Meta Portfolio.

Further, Licensor provided an exclusive license to Metaverse Kit throughout the world for the invented product/service

and the related platforms relating to the Meta Portfolio and to use the know how to develop, manufacture, sell,

GBT TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023 and 2022

market and distribute the Meta Portfolio throughout

The Company was required to contribute 500,000,000 shares of common stock of the Company (“GBT Shares”) to Metaverse

platform that combines a core virtual reality platform and an extended set of real-world functions to provide a metaverse experience initially

within the area of sports and then expanding into virtual worlds of entertainment, live events, gaming, communications and other cross

over product opportunities (the “Meta Portfolio”).

Under the Metaverse Agreement, Licensor agreed to provide Metaverse Kit

with the licensed technology and expertise.

In connection therewith, the parties entered an Asset Purchase Agreement (the “Metaverse

APA”) concurrently with the Metaverse Agreement whereby Licensor sold Metaverse Kit all source codes pertaining to the Meta Portfolio.

Further, Licensor provided an exclusive license to Metaverse Kit throughout the world for the invented product/service and the related

platforms relating to the Meta Portfolio and to use the know how to develop, manufacture, sell, market and distribute the Meta Portfolio

throughout the world.

The Company was required to contribute 500,000,000 shares of common stock of the Company (“GBT Shares”)

to Metaverse Kit.

Licensor and the Company were to each own 50% of Metaverse Kit.

The Company pledged its 50 % ownership in Metaverse Kit to Igor 1

The Company pledged its 50 % ownership in Metaverse Kit

to Igor 1 Corp.

to secure a convertible note held by Igor 1 Corp.

The Company was to appoint two directors and Licensor was allowed to appoint

one director of Metaverse Kit.

In addition, Metaverse Kit, Licensor and Elentina Group, LLC (“Elentina”) entered into a Consulting

Agreements in which IGBM and Elentina, each were engaged to provide services for $ 25,000 per month payable quarterly which Metaverse

Kit has the option to pay in shares of common stock calculated by the amount owed divided by the Company’s 10-day VWAP.

and Elentina were to provide services in connection with the development of the business as well as Metaverse Kit’s capital raising

The Company was to appoint two directors and Licensor was allowed to

appoint one director of Metaverse Kit.

In addition, Metaverse Kit, Licensor and Elentina Group, LLC (“Elentina”) entered into

a Consulting Agreements in which IGBM and Elentina, each were engaged to provide services for $ 25,000 per month payable quarterly which

Metaverse Kit has the option to pay in shares of common stock calculated by the amount owed divided by the Company’s 10-day VWAP.

Licensor and Elentina were to provide services in connection with the development of the business as well as Metaverse Kit’s capital

raising efforts.

The term of the Consulting Agreement was two years.

7 unchanged sentences

Company engaged AlKhatib Consulting Group to provide exclusive representation services in connect with managing market partners, effective

on February 1, 2023 for 24 consecutive months.

Assets Sale - TREN

On April 3, 2023, GBT Tokenize Corp.

a subsidiary that is owned 50 % by the Company, entered into an agreement to sell certain assets relating to a proprietary system and

method named Avant-Ai to TREN.

Avant-Ai is a text-generation, deep learning self-training model.

In exchange for the assets, TREN is

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

The Shares will be restricted under Rule 144 of the Securities

Act of 1933, as amended, and Seller agreed to a lock-up period of nine months following closing.

If TREN is unable to up-list to Nasdaq

either through a business combination or otherwise within nine months of the closing, Seller may request that all transactions contemplated

by the agreement be unwound.

On July 18, 2023, TREN changed its name to Avant

Technologies, Inc.

and its ticker symbol on OTC Markets was changed to AVAI.

on February 1, 2023 for 24 consecutive months till 2025.

Potential IP’s Sale

On April 17, 2023, Bannix Acquisition Corp.

EVIE Autonomous Group Ltd.

(“EVIE”) and EVIE’s shareholders entered into a Business Combination Agreement pursuant

to which Bannix agreed to acquire EVIE.

In addition, Bannix agreed to acquire from GBT Technologies Inc.

(the “Company” or

“GBT”), the Apollo System which is intellectual property covered by patent application filed with the US Patent and Trademark

This patent application describes a machine learning driven technology that controls radio wave transmissions, analyzes their

reflections data, and constructs 2D/3D images of stationary and moving objects.

The Apollo system is based on radio waves and can detect

an entity’s moving and stationary positions, enabling imaging technology to show these movements and positions on a screen in real

This includes an AI technology that controls the radio waves transmission and analyzes the reflections.

The goal is to integrate

the Apollo System as an efficient driver monitoring system, detecting impaired or distracted drivers, providing audible and visual alerts

(“the “Patents”).

On August 8, 2023, Bannix entered into a Patent Purchase Agreement (“PPA”) with GBT Tokenize

(“Tokenize”), which is 50 % owned by GBT, where GBT provided its consent, to acquire the entire right, title, and interest

of the Patents.

The closing date of the PPA will be immediately follow the closing of the acquisition of EVIE by Bannix.

Price is set at 5% of the consideration that Bannix is paying to the shareholders of EVIE.

The Business Combination Agreement sets the

consideration to be paid by Bannix at $ 850 million and, in turn, the consideration in the PPA to be paid to Tokenize is $ 42.5 million.

If the final purchase price is less than $ 30 million, Tokenize has the option to cancel the PPA.

GBT TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023 and 2022

In accordance therewith, Bannix agrees to pay, issue

and deliver to Tokenize, $ 42,500,000 in series A preferred stock to Tokenize, which such terms will be more fully set forth in the Series

A Preferred Stock Certificate of Designation to be filed with the Secretary of State of the State of prior to the Closing Date.

A Preferred Stock will have stated value of face value of $ 1,000 per share and is convertible, at the option of Tokenize, into shares

of common stock of Bannix at 5% discount to the VWAP during the 20 trading days prior to conversion, and in any event not less than $ 1.00 .

The Series A Preferred Stock will not have voting rights and will be entitled to dividends only in the event of liquidation.

A Preferred Stock will have a 4.99 % beneficial ownership limitation.

Series A Preferred Stock and the shares of common stock issuable

upon conversion of the Series A Preferred Stock (the “Conversion Shares”) shall be subject to a lock-up beginning on the

Closing Date and ending on the earliest of (i) the six (6) months after such date, (ii) a Change in Control, or (iii) written consent

of Purchaser (the “Seller Lockup Period”)

On December 18, 2023, Bannix and Tokenize entered

into Amendment No.

1 to the PPA.

Per the amendment, Bannix and Tokenize agreed that the shares of common stock to be issued upon conversion

of the Series A Preferred Stock will not exceed 19.99% of the aggregate number of shares of common stock issued and outstanding as of

the closing of Bannix’s acquisition of EVIE (such maximum number of shares, the “ Exchange Cap ”) unless Bannix’s

stockholders have approved the issuance of shares of common stock upon conversion of the Series A Preferred Stock pursuant to the PPA

in excess of the Exchange Cap in accordance with the applicable rules of the market or exchange on which Bannix’s shares of common

On March 11, 2024, Bannix sent EVIE

and the shareholder of EVIE a notice providing that the BCA has been terminated (“BNIX EVIE Termination Letter”).

PPA was contingent upon Bannix closing the acquisition of the EVIE and due to the BNIX EVIE Termination Letter, on March 19, 2024 Bannix

and Tokenize agreed to terminate the PPA which was consented to by the Company.

Effective as of March 20,

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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”).

If the 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 Anat Attia.

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”).

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 Stanley

Effective June 4, 2024 Tokenize been issued additional 222 shares from VisionWave for consideration of 10 million AVAI shares that

been vested under VisionWave name.