What changed in this filing

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Item 9A. Controls and Procedures

2026-04-15 compared with 2025-03-31 · 698 added, 1147 removed, 1284 unchanged (59% of the section changed)

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executive officers and directors.

Current Directors/Officers:

Danny Rittman

Chief Technology Officer and Director

Directors/Officers:

Patrick Bertagna

Chief Executive Officer, Chief Financial Officer, and Director

Bertagna brings over 40 years of experience in

the wearable technology and healthcare industries and has founded and successfully exited seven companies.

He has extensive experience

in building and scaling businesses, driving revenue growth, and executing strategic initiatives.

Bertagna currently serves as Chief

Executive Officer and Chairman of a publicly traded company focused on the development and commercialization of wearable technology and

GPS tracking solutions.

Under his leadership, the company has developed and

commercialized innovative technologies, resulting in multiple patents and a portfolio of products distributed in over 40 countries.

Bertagna has led strategic initiatives to expand market presence, increase revenue, and enhance brand recognition, including forming partnerships

and executing acquisitions.

He has also built and managed high-performing teams across engineering, sales, marketing, and administrative

functions, while overseeing day-to-day operations, financial planning, and corporate governance.

In addition, Mr.

Bertagna has successfully raised

over $25 million in capital from venture capital firms, high-net-worth individuals, family offices, hedge funds, and strategic investors.

He has established strong relationships with key stakeholders, including government agencies and Fortune 500 companies, and has positioned

organizations as leaders within the wearable technology sector.

Bertagna is fluent in English and French and is

proficient in Spanish.

On January 15, 2026 (the “Effective Date”),

the Board of Directors (the “Board”) of GBT Technologies, Inc., a Nevada corporation (the “Company”), appointed

Patrick Bertagna as Interim Chief Executive Officer of the Company, effective as of the Effective Date.

Bertagna will report to the

Board of Directors and will perform duties generally consistent with those of chief executive officers of publicly traded companies with

similar businesses.

In connection with his appointment, on January 15,

2026, the Company entered into an Executive Employment Agreement (the “Employment Agreement”) with Mr.

terms of the Employment Agreement are summarized below (this summary is qualified in its entirety by reference to the full text of the

Employment Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference):

The initial term is six (6) months from the Effective Date, unless earlier terminated in accordance with the terms of the Employment Agreement.

$10,000 per month for the initial six-month term, payable in cash, shares of the Company’s common stock (OTC Pink:

GTCH), or a combination thereof, as determined by the Board.

Any stock portion is valued at a cost basis of $0.00005 per share (adjusted for splits) and considered earned on the 15th of each applicable month.

Performance Bonus:

Upon completion of a reverse stock split and the Company’s application for up-listing to a senior exchange, Mr.

Bertagna is entitled to receive an additional pre-reverse 1,000,000,000 common shares (or the equivalent post-reverse split), to be issued within ten (10) business days after Board approval and 8-K announcement of the effective reverse split and uplist application.

Bertagna is entitled to participate in all benefit programs generally available to other executive employees, including pension/retirement plans, group life insurance, dental, hospitalization, major medical coverage, sick leave, vacation, holidays, long-term disability, and other benefits.

He is entitled to one (1) week of paid vacation during the initial six-month term, in addition to standard legal holidays.

Business Expenses:

Reimbursement for reasonable out-of-pocket business expenses in accordance with Company policies.

Other Provisions:

The Employment Agreement includes standard provisions regarding termination (including for cause, with a 10-day cure period for certain matters), death, disability, voluntary termination, non-competition (during the term), non-solicitation, confidentiality, indemnification, work product ownership, and governing law (California).

There are no family relationships between Mr.

and any director or executive officer of the Company.

Bertagna has not been involved in any transaction with the Company that would

require disclosure under Item 404(a) of Regulation S-K.

The appointment of Mr.

Bertagna as Interim Chief Executive Officer and the entry

into the Employment Agreement were approved by the sole director of the Company pursuant to a written consent dated January 15, 2026.

In connection with Mr.

Bertagna’s engagement, Mr.

Murray resigned as Chief Executive Officer.

On February 6, 2026, immediately prior

Khatib’s resignation as the sole member of the Board, Patrick Bertagna, the Company’s Interim Chief Executive Officer,

was appointed to serve as a director of the Company

Prior Directors/Officers:

Mansour Khatib

Secretary and Director

Was Secretary and Director

Michael Murray

Chief Executive Officer, Chief Financial Officer

Was Chief Executive Officer, Chief Financial Officer

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

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regulatory compliance for large-scale real estate ventures

Danny Rittman

is a veteran software architect and integrated circuit technology expert with over 20 years of experience in the technology sector.

2014 through the present, Dr.

Rittman served as the CTO and as a director of the Company, leading the Company’s technological direction

and managing teams of mobile software developers.

From 2012, through 2014, Dr.

Rittman served as a Senior Integrated Circuit Consultant

for Qualcomm / Max Linear, managing teams of integrated circuit designers within the mobile technology arena.

From 2007 through 2012,

Rittman served as the Founder and CTO of Micrologic Design Automation, leading the company’s technological direction, including

architecture, design and development of EDA software tools.

From 2002 through 2007, Dr.

Rittman served as an Integrated Circuit CAD /

Software Senior Consultant for IBM, managing IC back-end projects and leading back-end CAD and QA software tool development and implementation.

From 1995 through 2002, Dr.

Rittman served as the Founder and VP of R&D for Bind-key Technologies, leading the company’s technological

direction, research and development of EDA software tools for integrated circuits and back-end design.

Rittman received a BS in Electrical

Engineeri–g - VLSI Design from the University of Bridgeport, graduating Magna Cum Laude in 1992;

a MS in Computer Scien–e

- VLSI Design, specializing in Automation Algorithms, from La Salle University, graduating Magna Cum Laude in 1996;

and a PhD in Computer

Science VLSI Design, specializing in EDA Concepts and Algorithms, from La Salle University, graduating Summa Cum Laude in 1998.

Rittman is the Company’s CTO and director.

Mansour Khatib was

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secretary and director.

On February 5, 2026, Mansour Khatib resigned from

the Board of Directors (the “Board”) of GBT Technologies, Inc.

(the “Company”), effective as of such date.

Khatib’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations,

policies, or practices.

On February 6, 2026, immediately prior to Mr.

resignation as the sole member of the Board, Patrick Bertagna, the Company’s Interim Chief Executive Officer, was appointed to serve

as a director of the Company, effective upon his acceptance of such appointment, which acceptance occurred immediately prior to the filing

of Current Report on Form 8-K.

There are no family relationships between Mr.

Bertagna and any director or executive officer of the Company.

Bertagna has not been involved in any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K.

Family Relationships

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Agreements with Officers and Directors

On June 30, 2015, the Company appointed Dr.

Rittman as Chief Technical Officer and a board member.

On April 6, 2018, 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 $250,000

annually payable in equal increments of $15,000 per month.

An additional $70,000 shall be payable within 15 days of the end of the calendar

On September 14, 2018, the Company and Dr.

Rittman entered into a letter agreement confirming that the Company is the owner

of all intellectual property developed by Dr.

Rittman relating to the Internet of Things (IoT) and Artificial Intelligence enabled mobile

technologies, including a global platform with both mobile and fixed solutions, commencing June 16, 2015 and continuing until Dr.

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

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

On February 5, 2026, Mansour Khatib

resigned from the Board of Directors (the “Board”) of GBT Technologies, Inc.

(the “Company”), effective as of

Khatib’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s

operations, policies, or practices.

On January 15, 2026, the Company entered into an Executive

Employment Agreement (the “Employment Agreement”) with Mr.

The material terms of the Employment Agreement are summarized

below (this summary is qualified in its entirety by reference to the full text of the Employment Agreement, which is filed as Exhibit

10.1 hereto and incorporated herein by reference):

The initial term is six (6) months from the Effective Date, unless earlier terminated in accordance with the terms of the Employment Agreement.

$10,000 per month for the initial six-month term, payable in cash, shares of the Company’s common stock (OTC Pink:

GTCH), or a combination thereof, as determined by the Board.

Any stock portion is valued at a cost basis of $0.00005 per share (adjusted for splits) and considered earned on the 15th of each applicable month.

Performance Bonus:

Upon completion of a reverse stock split and the Company’s application for uplisting to a senior exchange, Mr.

He is entitled to one (1) week of paid vacation during the initial six-month term, in addition to standard legal holidays.

Business Expenses:

Reimbursement for reasonable out-of-pocket business expenses in accordance with Company policies.

Other Provisions:

On February 6, 2026, immediately prior to Mr.

resignation as the sole member of the Board, Patrick Bertagna, the Company’s Interim Chief Executive Officer, was appointed to serve

as a director of the Company, effective upon his acceptance of such appointment, which acceptance occurred immediately prior to the filing

of the Current Report on Form 8-K.

Bertagna will serve until the Company’s 2026 Annual Meeting of Stockholders, or until his

successor is duly elected and qualified, or until his earlier death, resignation, or removal.

Delinquent Section 16(a) Reports

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The following table sets forth information with respect

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

to the beneficial ownership of the Common Stock as of December 31, 2025 by (i) each person known by the Company to own beneficially more

than 5% of the outstanding Common Stock;

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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.

The above is based on 18,492,870,775 shares of common stock outstanding as of December 31, 2025.

Prior Officer and Director of the Company.

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.

The company contributed 500,000,000 shares 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”).

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AND DIRECTOR INDEPENDENCE.

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.

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

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.

The Company 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 Agreement.

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.

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 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:

Trend Innovation Holdings, Inc.

“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

to any customer or client.

Yello Partners Inc.

As of December 31, 2025 and 2024, 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

$760,000 owed to Yello Partners, Inc., a Company owned by Mansour Khatib our former CEO and director, respectively.

Alpha Eda Note Payable – Was Related Party

(As it was Owned by Dr.

On November 15, 2020, the Company issued a promissory

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31, 2025 and 2024, 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

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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.

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

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our board of directors.

Engagement of CNGSN & Associates LLP

(a) On January 16, 2026, GBT Technologies Inc.

“Company”) dismissed M.S.

Madhava Rao as the Company’s independent registered public accounting firm, due to his announcement

The dismissal was effective immediately.

The decision to change accountants was approved by the Company’s Board of

Directors (acting through its sole director) on January 16, 2026.

The reports of M.S.

Madhava Rao on the Company’s financial statements

for the two most recent fiscal years ended December 31, 2024 and December 31, 2023, did not contain an adverse opinion or a disclaimer

of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

During the Company’s two most recent fiscal

years ended December 31, 2024 and December 31, 2023, and the subsequent interim period through January 20, 2026, there were no disagreements

(as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with M.S.

Madhava Rao on any matter of accounting principles

or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction

Madhava Rao, would have caused M.S.

Madhava Rao to make reference to the subject matter of the disagreement in connection with

its reports on the Company’s financial statements for such periods.

During the Company’s two most recent fiscal

years ended December 31, 2024 and December 31, 2023, and the subsequent interim period through January 16, 2026, there were no “reportable

events” (as defined in Item 304(a)(1)(v) of Regulation S-K).

The Company has provided M.S.

Madhava Rao with a copy

of the disclosures it is making in this Current Report on Form 8-K no later than the day that the disclosures are filed with the U.S.

Securities and Exchange Commission.

The Company has requested that M.S.

Madhava Rao furnish the Company with a letter addressed to the

Securities and Exchange Commission stating whether or not M.S.

Madhava Rao agrees with the statements made by the Company in this

Current Report on Form 8-K in response to Item 304(a) of Regulation S-K.

Madhava Rao does not agree with any of the statements

of the Company, the letter will state the respects in which it does not agree.

The Company will file the letter as an exhibit to this

Current Report on Form 8-K or an amendment hereto.

(b) On January 20, 2026, the Company’s Board

of Directors (acting through its sole director) approved the engagement of CNGSN & Associates LLP (“CNGSN”) as the Company’s

new independent registered public accounting firm to audit the Company’s financial statements for the fiscal year ending December

31, 2025, effective immediately.

The engagement letter with CNGSN is dated January 17, 2026 , and was signed by the Company

on January 20, 2026.

During the Company’s two most recent fiscal

years ended December 31, 2024 and December 31, 2023, and the subsequent interim period through January 16, 2026, neither the Company nor

anyone on its behalf consulted CNGSN regarding either (i) the application of accounting principles to a specific transaction, either completed

or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report

nor oral advice was provided to the Company that CNGSN concluded was an important factor considered by the Company in reaching a decision

as to any accounting, auditing, or financial reporting issue, or (ii) any matter that was the subject of a disagreement (as defined in

Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

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GBT TECHNOLOGIES INC.

March 31, 2025

/s/ Michael Murray

Michael Murray

Chief Executive and Financial Officer

(Principal Executive, Financial and Accounting Officer)

March 31, 2025

/s/ Mansour Khatib

Mansour Khatib

Secretary and Director

April 15, 2026

/s/ Patrick Bertagna

Patrick Bertagna

Chief Executive Officer, Chief Financial Officer, 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

Technology Officer and Director

Danny Rittman

Michael Murray

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

/s/ Patrick Bertagna

Chief Executive Officer Chief Financial Officer, and Director

April 15, 2026

Patrick Bertagna

GBT TECHNOLOGIES INC.

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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

To the shareholders and the

board of directors of GBT Technologies, Inc

117 W 9th St, Suite 1214,

Los Angeles, CA 90015

Opinion on the Consolidated

Financial Statements

We have audited the accompanying

consolidated balance sheet of GBT Technologies, Inc .(the “Company”) as of December 31, 2025 and the related consolidated

statements of operations comprehensive income, stockholders’ equity, and cash flows for the year ended December 31,2025, and the

related notes (collectively referred to as the “consolidated financial statements”).In our opinion, the consolidated financial

statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2025, and the

consolidated results of its operations and its cash flows for the year ended December 31, 2025, in conformity with accounting principles

generally accepted in the United States of America.

Substantial doubt about the

entity's ability to continue as a going concern

The accompanying financial statements

have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 2 to the financial statements, the

Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability

to continue as a going concern.

Management's plans in regard to these matters are also described in Note 2.

The financial statements do

not include any adjustments that might result from the outcome of this uncertainty.

Emphasis of Matter -Stock

Loan Receivable.

The accompanying financial statements

include the impact of the write-off of a stock loan receivable and the cancellation of certain shares, as more fully described in Note

10 to the financial statements.

During the year, the Company determined that the stock loan receivable was not recoverable and accordingly

recorded a full write-off.

In connection with this matter, the related shares have also been cancelled subsequently.

These events represent

significant non-routine transactions and have a material impact on the Company’s financial position.

Our opinion is not modified

with respect to this matter.

Basis for Opinion

These consolidated financial

statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

consolidated financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight

Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance

with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether

the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required

to have, nor were we engaged to perform an audit of its internal control over financial reporting.

As part of our audit, we are required

to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness

of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits of the consolidated

financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements,

whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis,

evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

that our audit provides a reasonable basis for our opinion.

Other Matters

We were not engaged to audit,

review, or apply any procedures to the financial statements for the year ended December 31, 2024 and, accordingly, we do not express an

opinion or any other form of assurance on those financial statements.

Critical Audit Matters

Critical audit matters are matters

arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to

the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our

especially challenging, subjective, or complex judgements.

We determined that there are no critical audit matters to communicate.

For CNGSN & Associates LLP

Chartered Accountants

PCAOB Firm ID:

We have served as the Company’s

auditor since 2026

Bengaluru, India

Date –April 14, 2026

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

To the shareholders and the board of directors of

GBT Technologies, Inc.

GBT Technologies Inc.

8557 West Knoll Dr.

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Opinion on the Financial Statements

We have audited the accompanying consolidated balance

sheet of GBT Technologies, Inc.

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, 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

to Continue as a Going Concern

The accompanying financial statements have been prepared

assuming that the Company will continue as a going concern.

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

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

These conditions raise substantial doubt

about its ability to continue as a going concern.

Management’s plans in regard to these matters are described in Note 2.

The financial

statements do not include any adjustments that might result from the outcome of this uncertainty.

We have audited the accompanying

consolidated balance sheet of GBT Technologies, Inc.

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, 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 to Continue as a Going Concern

The accompanying financial statements

have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 2 to the financial statements, the

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

These conditions

raise substantial doubt about its ability to continue as a going concern.

Management’s plans in regard to these matters are described

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility

of the Company's management.

Our responsibility is to express an opinion on the Company's financial statements based on our audit.

are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are

required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and

regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards

of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements

are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

These financial statements are

the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company's financial statements based

on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance

with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether

the financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing

procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures

that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the

financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management,

as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for

Critical Audit Matter

The critical audit matter

communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to

be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and

(2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter

in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below,

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

The critical audit matter communicated

below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated

to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved

our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our

opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate

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

As part of our audit of the

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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.

Accrued settlements di scussed in Note 10.

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.

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 31, 2024

Litigation Assessment:

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.

settlements discussed in Note 10.

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

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

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and disclosures.

Convertible notes payable discussed in Note 8 have

a conversion price that can be adjusted based on the Company’s stock price which results in the conversion feature being recorded

as a derivative liability.

The Company uses a weighted average Black-Scholes option pricing model with the following assumptions to measure

the FV of derivative liability in Note 11.

The outcome fair value of derivative liabilities could have a

significant impact on the company's financial statements and disclosures.

We focused on ensuring the accuracy and completeness of these

key financial statement elements.

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

Convertible notes payable discussed

in Note 8 have a conversion price that can be adjusted based on the Company’s stock price which results in the conversion feature

being recorded as a derivative liability.

The Company uses a weighted average Black-Scholes option pricing model with the following assumptions

to measure the FV of derivative liability in Note 11.

The outcome fair value of derivative liabilities could have a significant impact

on the company's financial statements and disclosures.

We focused on ensuring the accuracy and completeness of these key financial statement

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.

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Current Assets:

Note receivable

Marketable securities

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Current Liabilities:

Accounts payable and accrued expenses

Accounts payable – nonrelated party

Accrued expenses and Accrued interest – nonrelated party

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

Accrued expenses and Accrued interest – related party

Convertible notes payable, current

Convertible notes payable, related party

Loans payable, current

Note payable, former related party

Total current liabilities

Non-Current Liabilities:

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

Loans payable, noncurrent

Total noncurrent liabilities

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Change in fair value of marketable securities

Gain on loss of control

Total other income (expense)

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Profit (Loss) from continuing operations

Discontinued operations

Gain/(Loss) from discontinued operations

Net Income (Loss)

$ ( 720,934 )

net loss attributable to the noncontrolling interest

Net loss attributable to GTB Technologies Inc.

$ ( 718,292 )

Weighted average common shares outstanding:

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CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT

Series B Convertible

Series C Convertible

Series H Convertible

Series I Convertible

Preferred Stock

Convertible Preferred Stock

Treasury Stock

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( 295,278,233

Common stock issued for conversions

3,404,641,595

Share to be cancelled reclassification

Balance, December 31, 2025

20,217,870,775

( 295,996,525

The accompanying footnotes are an integral part of

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Net income (loss)

$ ( 720,934 )

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

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Change in fair value of derivative liability

Excess of debt discount and financing costs

Shares issued for services

( 14,035,071 )

Change in fair value of market equity security

Gain on debt extinguishment

( 7,800,449 )

Loss on equity method investment

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Other receivable

Prepaid Expense

Unearned revenue

Contract liabilities

Accounts payable and accrued expenses

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Cash Flows From Financing Activities:

Issuance of convertible notes

Repayments to related party

Repayment of Convertible note

Repayment of note payable

Issuance of notes payable

Net cash provided by financing activities

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IoT, and wireless mesh networks.

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

and (ii) from the

licensing of its technology.

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

On February 18, 2022 the Company, effective March

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

(“Mahaser”) pursuant to which the Company

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

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

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

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shareholders:

Schedule of the company shareholder shares

Schedule of shareholders shares issued and outstanding

Shareholder’s Name

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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.

Said Merger was closed on

July 14, 2025 and the Company holdings in Visionwave Technologies been converted into holdings in VisionWave Holdings, Inc publicly traded

on NASDAQ under the Ticker VWAV.

following is the breakdown of the Company and Tokenize holdings in VisionWave Holdings post closings:

Schedule of shareholders shares issued and outstanding

Shareholder’s Name

% of Shares Held

GBT Tokenize Corp.

GBT Technologies, Inc.

The 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 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

effectuated a 1 for 50 reverse stock split.

The share and per share information has been retroactively restated to reflect

this reverse stock split.

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.

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 by the Company’s board.

On October 12, 2023, the Company amended its articles

of incorporation to increase its authorized shares of common stock to 30,000,000,000 (the “Increase Amendment”).

Amendment was approved by the board of directors as well as the shareholders holding in excess of a majority of the issued and outstanding

voting shares of the Company.

The accompanying consolidated financial statements

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

Note 2 – 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 accompanying consolidated financial statements

have been prepared assuming the Company will continue as a going concern.

The Company has an accumulated deficit of $ 295,996,525

and has a working capital deficit of $ 10,521,007 as of December 31 , 2025, 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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from this uncertainty.

Note 3 – Discontinued Operations

On February 18, 2022, the Company, effective March

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

(“Mahaser”) pursuant to which the Company

shares 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 financial results of Mahaser Ltd.

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

Note 3 – Summary of Significant Accounting Policies

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Principles of Consolidation

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.

For entities determined to be VIEs, an evaluation

is required to determine whether the Company is the primary beneficiary.

The Company evaluates its economic interests in the entity specifically

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.

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

joint venture revenue sharing (“Termination Agreement”) with Mahaser LTD (“Mahaser”).

Until June 30, 2023, 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 until June 30, 2023.

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

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.

The accompanying consolidated financial statements

include the accounts of the Company and its subsidiaries;

the Company’s 50% owned subsidiary GBT Tokenize Corp.

All significant

intercompany transactions and balances were eliminated.

Cash Equivalents

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non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance

As of December 31, 2024 and 2023, the Company’s only derivative financial instrument was an embedded conversion feature

associated with convertible notes payable due to certain provisions that allow for a change in the conversion price based on a percentage

of the Company’s stock price at the date of conversion.

As of December 31 , 2025 and 2024, the Company had no derivative financial instrument associated

with convertible notes payable due to all the conversion features were amended to fixed conversion price.

Fair Value of Financial Instruments

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Conversion feature on convertible notes

Value Measurements at

Fair Value Hierarchy

feature on convertible notes

Fair Value Measurements at

December 31, 2025

Using Fair Value Hierarchy

Conversion feature on convertible notes

Treasury Stock

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

Reclassification

Certain prior year amounts have been reclassified

for consistency with the current year presentation.

These reclassifications had no effect on the reported results of operations.

Effective July 1, 2023, the Company terminated its

joint venture revenue sharing (“Termination Agreement”) with Mahaser LTD (“Mahaser”).

Until June 30, 2023, 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.

The Company evaluated for the period ended on June 30, 2023, whether it has a variable

interest in Mahaser, whether Mahaser is a VIE and whether the Company has a controlling financial interest in Mahaser.

The Company concluded

that it has variable interests in Mahaser on the basis of GBT has 100% control over the JV/revenue sharing, and as such should consolidate

the JV into its books and records as it assigned 100% financial responsibility.

Mahaser’s equity at risk, as defined by GAAP, is

considered to be insufficient to finance its activities without additional support, and, therefore, Mahaser is considered a VIE.

As termination

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

Revenue Recognition

Accounting Standards Update (“ASU”) No.

2014-09, Revenue from Contracts with Customers (“ Topic 606 ”), became effective for the Company on

January 1, 2018.

The Company’s revenue recognition disclosure reflects its updated accounting policies that are affected by this

new standard.

The Company applied the “modified retrospective” transition method for open contracts for the implementation

of Topic 606.

The Company had no significant post-delivery obligations, this new standard did not result in a

material recognition of revenue on the Company’s accompanying 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

are recognized under Topic 606 in a manner that reasonably reflects the delivery of its services to customers in return

for expected consideration and includes the following elements:

executed contracts with the Company’s customers that it believes are legally enforceable;

identification of performance obligations in the respective contract;

determination of the transaction price for each performance obligation in the respective contract;

allocation the transaction price to each performance obligation;

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

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

category, is summarized below:

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.

Variable Interest Entity

On February 18, 2022, the Company, effective March

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

(“Mahaser”) pursuant to which the Company

shares 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.

For any further extensions, the Company will have

the option to extend the RSA for annual payment of $ 200,000 , which can be payable with the Company’s shares of common stock payable

based on 20 days VWAP prior to issuance.

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

1 to the to the RSA, where all

consideration to be paid or issued to Mahaser will be deferred until such time where the e-commerce platform generated in cumulative revenue

of $1,000,000.

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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Schedule of potentially- dilutive shares

December 31, 2023

Basic outstanding common stock

20,217,870,775

16,813,229,180

Series B preferred stock

11 unchanged sentences

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.

the balance sheet date of December 31 , 2025, through the date which the condensed consolidated financial

statements are issued.

Based upon the review, other than described in Note 14 – 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

Recent Accounting Pronouncements

12 unchanged sentences

Schedule of Marketable Securities

December 31, 2023

Marketable Securities from AVAI.

38 unchanged sentences

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.

During the year ended December 31, 2025, the Company

transferred the remaining 6,000,000 shares to Igor 1 at par value.

As of December 31 ,

2025 and 2024, the marketable security had a fair value of $ 0 and $ 6,000 , respectively.

MetAlert (prior name GTX Corp)

26 unchanged sentences

Note 5 – Impaired Investment

Investment in GBT Technologies,

On June 17, 2019, the Company,

AltCorp Trading LLC, 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

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 in the principal amount of $ 10,000,000 issued by the Company (the “Gopher Convertible

Note”) as well as the transfer and assignment of a Promissory Note payable by Gopher Protocol Costa Rica Sociedad De Responsabilidad

Limitada to the Company in the principal amount of $5,000,000 dated February 6, 2019 (of which the underlying security for this Promissory

Note is 30,000,000 restricted shares of common stock of Mobiquity Technologies, Inc.

(“Mobiquity”) and 60,000,000 restricted

shares of common stock of Mobiquity.

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 ($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

entered into a Mutual Release and Settlement Agreement and Irrevocable Assignment of Note Balance Principal and Accrued Interest (the

“Gonzalez Agreement”) with third party, GBT-CR, IGOR 1 Corp and Gonzalez.

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.

GBT-CR is in the business of the strategic management

of BPO (Business Process Outsourcing) digital communications processing for enterprises and startups, distributed ledger technology development,

AI development and fintech software development and applications.

The Company accounted for its investment in GBT-CR

using the equity method of accounting;

however, in 2020, the Company owned less than 20% after GBT-CR issued additional shares to other

investors therefore exercised no control over GBT-CR;

therefore, this investment is currently accounted for under the cost method.

on March 19, 2020, California Governor Gavin Newsom issued a stay-at-home order to protect the health and well-being of all Californians

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

California was therefore under strict quarantine

control and travel has been severely restricted, resulting in disruptions to work, communications, and access to files (due to limited

access to facilities).

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

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

10 unchanged sentences

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

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

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

the State of California.

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

for other territories.

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

its Technology Portfolio investment.

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

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

The Company shall

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

Tokenize and the Company will each

own 50% of GBT Tokenize.

services, customer service,

technical support and quality assurance for business,

customizable and dedicated inbound and outbound calls solutions, as well as digital communications processing for enterprises and startups

(“Technology Portfolio”), throughout the State of California.

Upon generating any revenue from the Technology Portfolio, the

Joint Venture will earn the first right of refusal for other territories.

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

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

The Company shall appoint two directors and Tokenize

shall appoint one director of GBT Tokenize.

Tokenize shall contribute the services and resources for the development of the Technology

Portfolio to GBT Tokenize.

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

GBT Tokenize.

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

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

77 unchanged sentences

development is still ongoing.

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

The carrying amount of this investment at December 31 , 2025 and 2024

was $ 0 , respectively.

Note 6 – Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses at December 31, 2024 and 2023 consist

of the following:

Accounts payable and accrued expenses at December

31 , 2025 and 2024 consist of the following:

Schedule of accounts payable and accrued expenses

December 31, 2025

December 31, 2024

Accounts payable

Accrued liabilities

Accrued interest

1 unchanged sentence

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.

The increase in accrued interest was due to the accrued

interest of convertible notes and loan from SBA.

Schedule of accounts payable related parties

payable – related parties

interest - related parties

payables - related parties

December 31, 2025

December 31, 2024

Accounts payable – prior related parties

Accrued interest – prior related parties

Other payables – prior related parties

Accounts payable – related parties consisted

4 unchanged sentences

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

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

Note 7 – Convertible Notes Payable, Non-related Parties

Convertible notes payable – nonrelated parties at December 31, 2025

1 unchanged sentence

Schedule of convertible notes payable – non related parties

Convertible note payable to GBT Technologies S.A

Convertible notes payable to 1800

Convertible notes payable to Glen

Convertible note payable to Igor 1 Corp.

Convertible notes payable to Glen Eagle

Total convertible notes payable, non-related parties

2 unchanged sentences

Less current portion

( 5,170,161 )

( 5,110,911 )

Convertible notes payable – nonrelated parties, long-term portion

$10,000,000 for GBT Technologies S.

– Holder Igor 1 Corp

In accordance with the acquisition

34 unchanged sentences

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

As of December 31, 2024,

the note had an outstanding balance of $ 4,818,411 and accrued interest of $ 145,740 .

Paid Off Notes/Converted

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 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.

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 .

Outstanding Notes

As of December 31, 2025 and

2024, the note had an outstanding balance of $ 4,812,411 and $ 4,818,411 , and accrued interest of $ 434,845 and $ 145,740 , respectively.

The Company entered into a series of loan arrangements

23 unchanged sentences

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 .

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

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

Following the 180 th day,

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

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

In addition, upon the occurrence and during the continuation

of an Event of Default (as defined in the DL Note), the DL Note shall become immediately due and payable and the Company shall pay to

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

In no event shall DL be allowed

to effect a conversion if such conversion, along with all other shares of Company common stock beneficially owned by DL and its affiliates

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

During the year ended December 31, 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 – Stanley Hills at December

As of December 31, 2025 and

2024, the consolidated convertible note had an outstanding balance of $ 375,000 and $ 295,000 and an accrued interest of $ 35,466 and $ 82,500 ,

respectively.

Note 8 – Loan Payable, Non-related Parties

Loan payable, non-related parties at December 31,

2025 and 2024 consist of the following:

Schedule of loan payable, non-related parties

Total loan payable

Unamortized debt discount

Loan payable, net of debt discount

Less current portion

Loan payable, long-term portion

On June 22, 2020, the Company received a loan from

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

The loan bears

interest at 3.75 %, requires monthly principal and interest payments of $ 731 after 12 months from funding and is due 30 years from the

date of issuance.

The monthly payments have been extended by the SBA to all EIDL borrowers with additional 12 months.

Monthly payments

will be commenced on or around June 16, 2022.

On October 1, 2021, the Company entered an Amended Loan Authorization and Agreement with

the SBA providing for the modification of the Original Note providing for monthly principal and interest payments of $ 1,771 after 24 months

from the Original Note commencing on or around June 22, 2022.

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

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

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

The Modified Note

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

The additional

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

The current portion of principal balance of the loan

at December 31, 2025 and 2024 was $ 0 and $ 106,260 plus accrued interest of $ 72,349 and $ 50,204 , respectively.

The noncurrent portion of

principal balance of the note at December 31, 2025 and 2024 was $ 350,000 and $ 243,740 , 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.

Note 9 – Prior Related Party Transactions

Convertible notes payable – related parties at December

31, 2025 and 2024 consist of the following:

Schedule of convertible note payable – related parties

44 unchanged sentences

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,

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

Discounts on convertible notes

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

and Related Party

Notes payable, non-related parties at December 31,

2024 and 2023 consist of the following:

Schedule of notes payable, non-related parties

Total notes payable

Unamortized debt discount

Notes payable

Less current portion

Notes payable, long-term portion

On June 22, 2020, the Company received a loan from

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

The loan bears

interest at 3.75 %, requires monthly principal and interest payments of $ 731 after 12 months from funding and is due 30 years from the

date of issuance.

The monthly payments have been extended by the SBA to all EIDL borrowers with additional 12 months.

Monthly payments

will be commenced on or around June 16, 2022.

On October 1, 2021, the Company entered an Amended Loan Authorization and Agreement with

the SBA providing for the modification of the Original Note providing for monthly principal and interest payments of $ 1,771 after 24 months

from the Original Note commencing on or around June 22, 2022.

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

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

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

The Modified Note

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

The additional

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

The 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.

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.

31 , 2025, Stanley Hills converted $ 16,796 of the convertible note into 1,679,641,595 shares of the Company’s common

As of December 31, 2025 and

2023, the note had an outstanding balance of $ 0 and $ 26,059 and a one-time interest of $ 0 and $ 5,665 , respectively.

2024, the principal balance of Stanley debt was $ 474,599 and $ 491,395 respectively.

The unpaid interest of the Stanley debt at December

31, 2025 and 2024 was $ 156,847 and $ 108,605 , respectively.

Notes payable, related party at December 31, 2025

and 2024 consist of the following:

Schedule of notes payable, related parties

Schedule of Notes payable, related party

Alpha Eda Note payable

10 unchanged sentences

of the note at December 31, 2025 and 2024 was $ 140,000 and $ 140,000 plus accrued interest of $ 76,803 and $ 62,803 , 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.

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

2019 as the difference between the carrying amount of the debt and the amount awarded by the arbitrator.

The Company recorded accrued

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

Certain of the convertible notes payable discussed

in Note 10 have a conversion price that can be adjusted based on the Company’s stock price which results in the conversion feature

being recorded as a derivative liability.

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 fair value of derivative liability at December 31, 2024 and 2023:

Schedule of assumptions

Risk free rate

Conversion/ Exercise price

0.000075 – 0.000085

Dividend rate

The following table represents the Company’s

derivative liability activity for the period ended September 30, 2024:

Schedule of derivative liability activity

Derivative liability balance, December 31, 2023

Mark to Market

Fair value of beneficial conversion feature of debt converted

Change in derivative liability during the period

Derivative liability balance, December 31, 2024

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 10 - Stockholders’ Equity

13 unchanged sentences

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

During the year ended December

31 , 2025, the Company had the following transactions in its common stock:

Of 1,679,641,595 shares issued for the conversion of convertible notes of $ 16,796 .

As of December 31, 2025 and 2024, there were 18,492,870,775

75 unchanged sentences

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

As of December 31, 2013, the Company had repurchased

8-post-split shares (38,000 pre-split) shares of its common shares in the open market, which were returned to treasury.

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.

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, 2025 and 2024, the Company has

8 treasury stock on a cost basis of $ 11,059 , respectively.

As of December 31, 2025 and 2024, the Company has

1,032 shares to be cancelled on a cost basis of $ 632,000 , respectively.

4 unchanged sentences

Exercisable, December 31 , 2025

Note 13 - Legal Proceedings

From time to time, the Company may be involved in

various litigation matters, which arise in the ordinary course of business.

There is currently no litigation that management believes

will have a material impact on the financial position of the Company.

Note 14 - Contingencies

GBT Technologies, S.A.

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, 2018 (EFS ID:

Application Number:

Utility under 35 USC 111(a);

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 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.

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

3 unchanged sentences

The Company pledged 4,006 restricted

shares of its common stock valued at $ 7,610,147 (based on the closing price on the grant date) for 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.

shares of its common stock valued at $7,610,147 (based on the closing price on the grant date) for three years in exchange for an annual

payment of $375,000, payable 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

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

The Company 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 to the Company for cancellation.

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

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

On June 10, 2022, the Company, entered into a Joint

Venture and Territorial License Agreement (the “Metaverse Agreement”) with Ildar Gainulin and Maria Belova (collectively,

the “Licensor”).

Under the Metaverse Agreement, the parties formed Metaverse Kit Corp., a Nevada corporation (“Metaverse

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, 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 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.

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.

The closing of the Metaverse

Agreement occurred on June 13, 2022.

On March 14, 2023, the Company

received a counter signed Settlement Agreement and Release by Licensor dated March 2, 2023 (“Settlement Agreement”).

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

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

On February 1, 2023, the

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 till 2025.

Potential IP’s Sale

In the event that Latinex’s

required capital decreases below $5,000,000, Latinex is permitted to sell the pledged shares of common stock only in an amount necessary

to satisfy such required capital levels, subject to the Company’s consent, which shall not be unreasonably withheld.

Upon expiration

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

The Company recorded the value

of these shares of common stock as a stock loan receivable, presented as a contra-equity account in the accompanying consolidated balance

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

has no means to enforce such payment.

Latinex agreed in principle to return the pledged 4,006 restricted shares to the Company for cancellation.

As of December 31, 2025, the

4,006 restricted shares had not yet been returned to the Company.

Accordingly, the Company has determined that the stock loan receivable

is no longer recoverable or exercisable and has written off the balance as of December 31, 2025, with the impact recorded in additional

paid-in capital.

The Company has instructed the transfer agent to cancel the 4,006 shares held by Latinex, and such cancellation was

processed and updated on April 13, 2026.

Note 11 - Legal Proceedings

From time to time, the Company may be involved in

various litigation matters, which arise in the ordinary course of business.

There is currently no litigation that management believes

will have a material impact on the financial position of the Company.

Note 12 - Contingencies