GBT Technologies Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES We maintain a system of disclosure controls and procedures (as defined in Securities Exchange Act Rule 15d-15I) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods required under the SEC’s rules and forms and that the information is gathered and communicated to our management, including our Chief Executive Officer (Principal Executive and Financial Officer) to allow for timely decisions regarding required disclosure. As required by SEC Rule 15d-15(b), our Chief Executive Officer (Principal Executive and Financial Officer), carried out an evaluation under the supervision and with the participation of our management, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 15d-14 as of the end of the period covered by this report. Based on the foregoing evaluation, our management concluded that our disclosure controls and procedures are not effective in timely alerting management to material information required to be included in our periodic SEC filings and to ensure that information required to be disclosed in our periodic SEC filings is accumulated and communicated to our management, including our Chief Executive Officer (Principal Executive and Financial Officer) to allow timely decisions regarding required disclosure. 24 MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Our management, consisting of our Chief Executive Officer (Principal Executive and Financial Officer), is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f) and 15d-15(f), is a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and includes those policies and procedures that: ● Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; ● Provide reasonable assurance that transactions are recorded as necessary to permit preparation of our financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and ● Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use of disposition of our assets that could have a material effect on the financial statements. Because of its inherent limitations, ICFR reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Our management assessed the effectiveness of our ICFR reporting as of December 31, 2025. Based on this assessment, management believes that as of December 31, 2025, our ICFR reporting is not effective based on those criteria. This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the SEC to provide only management’s report in this annual report. CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING There were no changes during our last fiscal year that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION None of our directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the year ended December 31, 2025. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Executive Officers and Directors 25 Below are the names and certain information regarding the company’s executive officers and directors. Directors/Officers: Name Age Title Patrick Bertagna 62 Chief Executive Officer, Chief Financial Officer, and Director Mr. 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. Mr. 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. Mr. 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. Mr. 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. Mr. 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. Bertagna. 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): ● Term: The initial term is six (6) months from the Effective Date, unless earlier terminated in accordance with the terms of the Employment Agreement. ● Base Salary: $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. ● Benefits: Mr. 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. 26 ● 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. Bertagna and any director or executive officer of the Company. Mr. 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 to Mr. 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: Name Age Title Mansour Khatib 63 Was Secretary and Director Michael Murray 56 Was Chief Executive Officer, Chief Financial Officer Michael Murray - On November 27, 2024, the Company appointed Michael D. Murray as its interim Chief Executive Officer. Mr. Murray will continue in his role as the Chief Executive Officer of Tokenize, where he has served since June 2022. However, he will not serve as a director of the Company at this time. Additionally, Mansour Khatib, the current Chief Executive Officer of the Company, will transition to the role of Secretary of the Company. Mr. Murray brings over two decades of diverse experience spanning real estate administration, asset management, and corporate governance. Over the past five years, his key roles have included serving as the Chief Executive Officer of GBT Tokenize Corp. from June 2022 to present GBT Tokenize Corp is engaged in Artificial Intelligence and blockchain technologies, achieving substantial shareholder value through strategic intellectual property monetization. Mr. Murray has served as self-employed Executive Director Real Estate and Loan broker from January 2022 to present where he modeled and managed commercial and residential real estate transactions, specializing in financial engineering and risk analysis which include tasks as a managing director and general contractor for Residential Homes where he supervised construction and development projects, securing entitlements and navigating regulatory compliance for large-scale real estate ventures Mansour Khatib was appointed as the Company Chief Executive and Financial Officer on April 13, 2020, the Company’s Board of Directors appointed Mansour Khatib, who served as the Chief Marketing Officer and a director of the Company as Chief Executive Officer. Mr. Khatib has also previously served as Interim Chief Executive Officer from May 2018 to July 2018. From 2009 through 2012, Mansour Khatib served as the CEO and CFO of The Merchandise Company, located in Long Beach, California. From 2012 through the present, Mr. Khatib has served as a U.S. Business and Marketing Sales Representative for KB Racking, located in Toronto, Canada. From May 2013 through July 2014, Mr. Khatib served as VP of Marketing for Sun Energy Partners, LLC, developing solar rooftop projects. From July 2014 through the present, Mr. Khatib has served as the CTO for New Energy Ventures, LLC, a company that is developing utility scale projects in New Jersey, California, and smaller projects in Mexico, the Caribbean and Peru. Mr. Khatib received B.A. in Economics from Fachhochschule Wuppertal in Wuppertal, Germany in 1988 and a Bachelors in Electro Engineering & Computer Technology from University Aachen in Aachen, Germany in 1985. Mr. Khatib is the Company’s 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. Mr. 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. 27 On February 6, 2026, immediately prior to Mr. 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, 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. Mr. 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 There are no family relationships among our directors and executive officers. There is no arrangement or understanding between or among our executive officers and directors pursuant to which any director or officer was or is to be selected as a director or officer. None of our directors or executive officers have had direct or indirect material interest in any transaction or proposed transaction, in which the Company was or is a proposed participant, exceeding $120,000. Involvement in Certain Legal Proceedings To our knowledge, during the last ten years, none of our directors and executive officers has: ● Had a bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time. ● Been convicted in a criminal proceeding or been subject to a pending criminal proceeding, excluding traffic violations and other minor offenses. ● Been subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities. ● Been found by a court of competent jurisdiction (in a civil action), the SEC, or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated. ● Been the subject to, or a party to, any sanction or order, not subsequently reverse, suspended or vacated, of any self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. Corporate governance On December 17, 2015, the Company established a Nominating and Corporate Governance Committee, a Compensation Committee and an Audit Committee (collectively, the “Committees”) and approved and adopted charters to govern each of the Committees. Currently, there are no members on each of the committees and the board of directors has assumed the roles of each of the committees. Agreements with Officers and Directors On April 16, 2016 (the “Effective Date”), Mansour Khatib and the Company entered into an Employment Agreement (the “Agreement”) pursuant to which Mr. Mansour Khatib agreed to serve as the Chief Marketing Officer of the Company. Mr. Mansour Khatib was also appointed as a director of the Company on the Effective Date. Pursuant to the terms of the Employment Agreement, Mr. Khatib will receive an annual salary of $100,000 upon the Company generating $1,000,000 in revenue during any three (3) month period. There is no understanding or arrangement between Mr. Khatib and any other person pursuant to which he was appointed as an executive officer and director. Mr. Khatib does not have any family relationship with any director, executive officer or person nominated or chosen by us to become a director or an executive officer. Mr. Khatib has not had direct or indirect material interest in any transaction or proposed transaction, in which the Company was or is a proposed participant, exceeding $120,000. 28 Effective August 15, 2016, the Employment Agreement of Mansour Khatib, our CMO, was amended and restated as follows: Upon the Company generating $1,000,000 in revenue during any three (3) month period (the “Threshold Requirement”), the Executive will receive salary at the rate of $100,000 annually (the “Base Salary”); provided, however, that that Company shall pay to Executive $5,000 per month (the “Monthly Salary Advance”) commencing on August 15, 2016, which such Monthly Salary Advance shall be an advance on the Base Salary and shall continue to be paid to Executive until such time that the Company launches its Guardian Patch technology into the consumer markets. Once the Threshold Requirement is met, the Base Salary will be payable in equal increments not less often than monthly in arrears and in any event consistent with the Company’s payroll policy and practices. On August 1, 2021, the Company amend his employment agreement pursuant to which he will receive salary at the rate of $5,000 per month. 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. Mr. 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. Bertagna. 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): ● Term: The initial term is six (6) months from the Effective Date, unless earlier terminated in accordance with the terms of the Employment Agreement. ● Base Salary: $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. 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. ● Benefits: Mr. 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). On February 6, 2026, immediately prior to Mr. 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, effective upon his acceptance of such appointment, which acceptance occurred immediately prior to the filing of the Current Report on Form 8-K. Mr. 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. 29 Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires the Company’s executive officers, directors, and persons who beneficially own more than ten percent of a registered class of the Company’s equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of the Company’s common stock. Such officers, directors, and persons are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms that they file with the SEC. To our knowledge, based solely on review of the copies of such reports and amendments to such reports with respect to the year ended December 31, 2025 filed with the SEC, all required Section 16 reports under the Exchange Act for our directors, executive officers, principal accounting officer and beneficial owners of greater than 10% of our common stock were filed on a timely basis during the year ended December 31, 2025. Code of Ethics We have adopted a Code of Ethics that applies to all officers, directors and employees. The Company will provide to any person without charge a copy of such code of ethics upon written request to the Company at its registered offices. ITEM 11. EXECUTIVE COMPENSATION The following tables set forth all compensation paid to our officers for the years ended December 31, 2025 and 2024. Summary Compensation Table None Stock Equity Name and principal Equity Incentive All Other Position Year Awards Salary Compensations Total Danny Rittman 2025 $ — $ 60,000 $ — $ 60,000 Chief Technology Officer and director 2024 $ — $ 60,000 $ — $ 60,000 Mansour Khatib 2025 $ — $ 60,000 $ — $ 60,000 Current Secretary (Chief Executive Officer) and director 2024 $ — $ 60,000 $ — $ 60,000 Michael Murray 2025 $ — $ — $ — $ — Chief Executive Officer 2024 $ — $ — $ — $ — The compensation discussed herein addresses all compensation awarded to, earned by, or paid to our named executive officer. There are no other stock option plans, retirement, pension, or profit-sharing plans for the benefit of our sole officer and director other than as described herein. Director Compensation During the years ended December 31, 2025, there were 3 non-employee and 2 directors and 2024 there were 3 non-employee and 2 directors. Outstanding Equity Awards at Fiscal Year-End As of December 31, 2025, no new warrants were awarded to the executives. 30 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth information with respect 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; (ii) each director of the Company; (iii) each officer of the Company and (iv) all executive officers and directors as a group. Except as otherwise indicated below, each of the entities or persons named in the table has sole voting and investment powers with respect to all shares of Common Stock beneficially owned by it or him as set forth opposite its or his name. Common Percentage Stock of Beneficially Common Name of Beneficial Owner Owned (1) Stock (1) Dr. Danny Rittman (2) 1,980 0.00 % Mansour Khatib (2) — 0.00 % Metaverse Kit Corp (3) 500,000,000 2.97 % GBT Tokenize Corp (4) 166,000,000 0.99 % All Officers and Directors as a Group 666,001,980 3.96 % (1) Beneficial ownership is determined in accordance with the Rule 13d-3(d)(1) of the Exchange Act, as amended and generally includes voting or investment power with respect to securities. Pursuant to the rules and regulations of the Securities and Exchange Commission, shares of common stock that an individual or group has a right to acquire within 60 days pursuant to the exercise of options or warrants are deemed to be outstanding for the purposes of computing the percentage ownership of such individual or group, but are not deemed to be outstanding for the purposes of computing the percentage ownership of any other person shown in the table. The above is based on 18,492,870,775 shares of common stock outstanding as of December 31, 2025. (2) Prior Officer and Director of the Company. (3) 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 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”). Pursuant to the Settlement Agreement, the parties agreed that Metaverse Agreement, the Metaverse APA and the Consulting Agreement are void and cancelled. ldar Gainulin and Maria Belova agreed to pay $5,000 to the Company as settlement payment and surrender their shares in Metaverse Kit. (4) GBT Tokenize Corp is a 50/50 Joint venture between the Company and Tokenize-It S.A. which was assigned on June 30, 2021 to Magic International Argentina F.C, S.L. Controlled by Sergio Fridman, a third party GBT Tokenize Corp hold 16,000,000 shares of the Company’s common stock. On April 11, 2022 the company, through its own subsidiary, Greenwich International Holdings, entered into a Master Joint Venture and Territorial License Agreement (the “Tokenize Agreement”) with Magic which replaced a prior joint venture entered between the parties, per which GBT Tokenize Corp to hold an additional 150,000,000 shares of the Company’s common stock. In addition, GBT Tokenize is the holder of 1,000 shares of Series I Preferred Stock (the “Series I Stock”) with a stated value of $35,000 per share which is convertible into common stock of the Company by dividing the stated value by the conversion price of $0.0035, which, if converted in full would result in the issuance of 10 billion shares of common stock of the Company. Further, the Series I Stock will vote on an as converted basis. No Director, executive officer, affiliate or any owner of record or beneficial owner of more than 5% of any class of voting securities of the Company is a party adversary to the Company or has a material interest adverse to the Company. 31 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. Yello Partners Inc. As of December 31, 2025 and 2024, the Company has $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. Rittman) On November 15, 2020, the Company issued a promissory note to Alpha Eda, LLC (“Alpha”), a related party, for $140,000. The note accrues interest at 10%, is unsecured and was due on September 30, 2021. On March 31, 2023 Alpha and the Company extended the note maturity to December 31, 2023. As of December 31, 2025 and 2024, the Company has $140,000 owed to Alpha Eda, respectively. Procedures for Approval of Related Party Transactions Our Board of Directors is in charged with reviewing and approving all potential related party transactions. All such related party transactions must then be reported under applicable SEC rules. We have not adopted other procedures for review, or standards for approval, of such transactions, but instead review them on a case-by-case basis. Director Independence The Company has no outside directors as of December 31, 2024. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The following table shows the fees that were billed for the audit and other services provided by Madhava Rao for the years ended December 31, 2025 and 2024. Years Ended December 31, 2025 2024 Audit Fees $ 113,000 $ 80,000 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 and Procedures All audit and permissible non-audit services provided by our independent registered public accounting firm must be pre-approved. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of service. The independent registered public accounting firm and management periodically report to the board of directors regarding the extent of services provided by the independent registered public accounting firm. Consistent with the board of directors’ policy, all audit and permissible non-audit services provided by our independent registered public accounting firm were pre-approved by our board of directors. Engagement of CNGSN & Associates LLP (a) On January 16, 2026, GBT Technologies Inc. (the “Company”) dismissed M.S. Madhava Rao as the Company’s independent registered public accounting firm, due to his announcement of retiring. 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. 32 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 of M.S. 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 U.S. 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. If M.S. 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 S-K). 33 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES No. Description 3.1 Certificate of Incorporation of Forex International Trading Corp. (1) 3.2 Bylaws of Forex International Trading Corp. (1) 3.3 Certificate of Designation for Series A Preferred Stock (2) 3.4 Certificate of Designation for Series B Preferred Stock (3) 3.5 Certificate of Designation – Series C Preferred Stock (4) 3.6 Amendment to the Certificate of Designation for the Series B Preferred Stock (5) 3.7 Amendment to the Certificate of Designation for the Series C Preferred Stock(5) 3.8 Certificate of Change filed pursuant to NRS 78.209 (6) 3.9 Articles of Merger filed pursuant to NRS 92.A.200 (6) 3.10 Certificate of Amendment to the Articles of Incorporation of Gopher Protocol Inc. (8) 3.11 Certificate of Change dated July 10, 2019 (23) 3.12 Articles of Merger by and between Gopher Protocol Inc. and GBT Technologies Inc. dated July 10, 2019(23) 3.13 Certificate of Correction to the Certificate of Change (24) 3.14 Certificate of Correction to the Articles of Merger by and between Gopher Protocol Inc. and GBT Technologies Inc. dated July 10, 2019 (24) 3.15 Certificate of Amendment to the Articles of Incorporation of GBT Technologies Inc. dated September 23, 2019(26) 3.16 Certificate of Designation for Series B Preferred Stock (7) 3.17 Certificate of Designation of the Preferences, Rights and Limitations of the Series G Convertible Preferred Stock (15) 3.18 Series H Convertible Preferred Stock Certificate of Designation (21) 4.1 Form of Warrant issued to Robert Warren Jackson, Gregory Bauer, Michael Murray and Guardian Patch, LLC dated September 1, 2017 (14) 4.2 Balloon Note payable by Gopher Protocol Inc. to RWJ Advanced Marketing, LLC dated September 1, 2017 (14) 4.3 Form of Warrant issued to Derron Winfrey, Dennis Winfrey, Mark Garner and JIL Venture dated March 1, 2018 (16) 4.4 Note payable by Gopher Protocol Inc. to ECS, LLC dated March 1, 2018 (16) 4.5 Stock Option issued to Kevin Pickard dated April 16, 2018 (17) 4.6 Stock Option issued to Muhammad Khilji dated April 25, 2018 (18) 4.7 6% Convertible Note payable to Pablo Gonzalez dated June 17, 2019 (21) 4.8 Convertible Note payable to Glen Eagles Acquisition LP (22) 4.9 Amendment to Common Stock Purchase Warrant between Gopher Protocol Inc. and Glen Eagles Acquisition LP (22) 4.10 Second Amendment to Promissory Note between GBT Technologies Inc. and Ilaid Research and Trading LP dated July 20, 2020 (29) 4.11 Convertible Promissory Note August 4, 2020 issued to Redstart Holdings Corp. (30) 4.12 Fourth Amendment to Promissory Note between GBT Technologies Inc. and Iliad Research and Trading, L.P. dated May 14, 2020 – Executed May 19, 2021(31) 4.13 Convertible Promissory Note May 26, 2021 issued to Redstart Holdings Corp. – Executed on May 27, 2021 (32) 4.14 Fifth Amendment to Promissory Note between GBT Technologies Inc. and Iliad Research and Trading LP dated August 19, 2021 executed August 20, 2021 (33) 4.15 Convertible Promissory Note September 21, 2021 issued to Redstart Holdings Corp. – Executed on September 24, 2021, and Funded on September 28, 2021 (34) 4.16 Amended Loan Authorization and Agreement between GBT Technologies Inc. and U.S. Small Business Administration dated October 1, 2021 (35) 4.17 Convertible Promissory Note dated November 8, 2021 issued to Sixth Street Lending LLC (36) 4.18 Description of Securities 10.1 Territorial License Agreement dated March 4, 2015, by and between Gopher Protocol Inc. and Hermes Roll LLC (7) 10.2 Amended and Restated Territorial License Agreement dated June 16, 2015 by and between Gopher Protocol Inc. and Hermes Roll LLC (9) 10.3 Letter Agreement dated August 20, 2015 by and between Gopher Protocol Inc. and Dr. Danny Rittman (10) 34 10.4 Letter Agreement dated March 14, 2016 by and between Gopher Protocol Inc. and Dr. Danny Rittman. (11) 10.5 Amended and Restated Employment Agreement by and between Gopher Protocol Inc. and Dr. Danny Rittman dated April 19, 2016 (12) 10.6 Letter Agreement between the Company and Danny Rittman dated June 29, 2017 (13) 10.7 Asset Purchase Agreement between Gopher Protocol Inc. and RWJ Advanced Marketing, LLC dated September 1, 2017 (14) 10.8 Addendum to Asset Purchase Agreement between Gopher Protocol Inc. and RWJ Advanced Marketing, LLC dated September 1, 2017 (14) 10.9 Employment Agreement between Gopher Protocol Inc. and Gregory Bauer dated September 1, 2017 (14) 10.10 Asset Purchase Agreement between Gopher Protocol Inc. and ECS Prepaid LLC dated March 1, 2018 (16) 10.11 Employment Agreement between Gopher Protocol Inc. and Derron Winfrey dated March 1, 2018(16) 10.12 Employment Agreement between Gopher Protocol Inc. and Mark Garner dated March 1, 2018(16) 10.13 Agreement between Gopher Protocol Inc. and Mobiquity Technologies, Inc. dated September 4, 2018 (19) 10.14 Exclusive Intellectual Property License and Royalty Agreement between Gopher Protocol Inc. and GBT Technologies, S.A. dated September 14, 2018 (20) 10.15 Letter Agreement between Gopher Protocol Inc. and Dr. Danny Rittman dated September 14, 2018 (20) 10.16 Exchange Agreement entered into between Gopher Protocol Inc., Altcorp Trading LLC, GBT Technologies, S.A., a Costa Rica company and Pablo Gonzalez dated June 17, 2019 (21) 10.17 Consulting Agreement entered into between Gopher Protocol Inc. and Glen Eagles Acquisition LP (22) 10.18 Letter Agreement between Mobiquity Technologies, Inc. and GBT Technologies Inc. executed August 2, 2019 Delivered August 6, 2019 (39) 10.19 Stock Purchase Agreement between Mobiquity Technologies, Inc. and GBT Technologies Inc. Dated September 10, 2019 (25) 10.20 Stock Purchase Agreement between Marital Trust GST Subject U/W/O Leopold Salkind and GBT Technologies Inc. dated September 10, 2019 (25) 10.21 Letter Agreement between GBT Technologies Inc. and Stanley Hills LLC dated February 26, 2020 (27) 10.22 Amendment to Promissory Note between GBT Technologies Inc. and Iliad Research and Trading, L.P. dated February 27, 2020 (27) 10.23 Order dated February 27, 2020 issued by the United States District Court District of Nevada (27) 10.24 Joint Venture and Territorial License Agreement by and between GBT Technologies Inc. and Tokenize-It S.A. dated March 6, 2020 (28) 10.25 Consulting Agreement by and between Pablo Gonzalez and GBT Tokenize Corp. dated March 6, 2020 (28) 10.26 Pledge Agreement by and between GBT Tokenize Corp. and Tokenize-It S.A., dated March 6, 2020 (28) 10.27 Securities Purchase Agreement dated August 4, 2020 between GBT Technologies Inc. and Redstart Holdings Corp. (30) 10.28 Securities Purchase Agreement dated November 8, 2021 between GBT Technologies Inc. and Sixth Street Lending LLC (36) 10.29 Equity Financing Agreement between GBT Technologies Inc. and GHS Investments LLC dated December 17, 2021 (37) 10.30 Registration Rights Agreement between GBT Technologies Inc. and GHS Investments LLC dated December 17, 2021 (37) 10.31 Resolution of Purchase, Mutual Release and Settlement Agreement by and among GBT Technologies Inc. and Parties Listed Therein December 22, 2021(38) 10.33 Finders Fee Agreement between JH Darbie & Co. and GBT Technologies Inc. dated October 14, 2021 (39) 31.1 Certification of Chief Executive Officer (Principal Executive and Financial Officer) pursuant to Rule 13a-14(a) or Rule 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of Chief Executive Officer (Principal Executive and Financial Officer) pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 35 (1) Incorporated by reference to the Form S-1 Registration Statement filed with the SEC on September 9, 2009. (2) Incorporated by reference to the Form 10-K Annual Report filed with the Securities and Exchange Commission on April 6, 2011 (3) Incorporated by reference to the Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on May 14, 2012 (4) Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on September 27, 2012. (5) Incorporated by reference to the Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on November 20, 2012. (6) Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on February 18, 2015 (7) Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on March 12, 2015 (8) Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on May 1, 2015 (9) Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on June 16, 2015 (10) Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on August 21, 2015 (11) Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on April 20, 2016 (12) Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on April 20, 2016 (13) Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on September 30, 2017 (14) Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on September 7, 2017 (15) Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on January 3, 2018 (16) Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on March 21, 2018 (17) Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on April 18, 2018 (18) Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on April 26, 2018. (19) Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on September 9, 2018. (20) Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on September 18, 2018. (21) Incorporated by reference to the Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on June 19, 2019. (22) Incorporated by reference to the Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on July 12, 2019. (23) Incorporated by reference to the Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on July 15, 2019. (24) Incorporated by reference to the Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on August 5, 2019. (39) Incorporated by reference to the Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on August 7, 2019. 36 (25) Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on September 16, 2019. (26) Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on September 25, 2019. (27) Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on March 2, 2020. (28) Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on March 11, 2020. (29) Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on July 24, 2020. (30) Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on August 10, 2020. (31) Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on May 21, 2021. (32) Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on June 1, 2021. (33) Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on August 23, 2021. (34) Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on September 29, 2021. (35) Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on October 6, 2021. (36) Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on November 11, 2021 (37) Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on December 20, 2021 (38) Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on December 28, 2021 (39) Incorporated by reference to the Form S-1 Registration Statement filed with the Securities and Exchange Commission on January 12, 2022 Item 16. Form 10-K Summary. None 37 Signatures Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. GBT TECHNOLOGIES INC. Dated: April 15, 2026 By: /s/ Patrick Bertagna Name: Patrick Bertagna Title: 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. Signature Title Date /s/ Patrick Bertagna Chief Executive Officer Chief Financial Officer, and Director April 15, 2026 Patrick Bertagna 38 GBT TECHNOLOGIES INC. Consolidated Financial Statements Contents Page Financial Statements: Report of Independent Registered Public Accounting Firm F-2 Consolidated Balance Sheets as of December 31, 2025 and 2024 F-5 Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024 F-6 Consolidated Statement of Stockholders’ Deficit for the Years Ended December 31, 2025 and 2024 F-7 Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024 F-8 Notes to Consolidated Financial Statements F-9 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 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. 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 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. We believe 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: 7274 We have served as the Company’s auditor since 2026 Bengaluru, India Date –April 14, 2026 UDIN- F- 2 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. West Hollywood, CA 90069 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. 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. 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 our opinion. 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. F- 3 As part of our audit of the financial statements, we identified the company’s litigation and derivative liability as Critical Audit Matters due to their materiality, complexity, and the significant judgment required in assessing their financial impact. 1. 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 31, 2024 Litigation Assessment: 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 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 of debt. 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. 2. Derivative Liabilities : As part of our audit, we identified the valuation of derivative liabilities as a Critical Audit Matter due to the complexity of fair value measurement, the reliance on significant assumptions, and the potential impact on the company’s financial statements and disclosures. Convertible notes payable discussed in Note 8 have 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 and estimation involved in their assessment. M.S. Madhava Rao Bengaluru, India March 31, 2025 Served as Auditor since 2022 F- 4 GBT TECHNOLOGIES INC. CONSOLIDATED BALANCE SHEETS ASSETS December 31, December 31, 2025 2024 Current Assets: Cash $ 595 $ 125 Marketable securities 8 8,462 Total current assets 603 8,587 Total assets $ 603 $ 8,587 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current Liabilities: Accounts payable – nonrelated party $ 897,008 $ 686,242 Accrued expenses and Accrued interest – nonrelated party 576,284 287,464 Accounts payable – related party 1,146,164 1,160,000 Accrued expenses and Accrued interest – related party 2,117,394 1,966,694 Convertible notes payable, current 5,170,161 5,110,911 Convertible notes payable, related party 474,599 491,395 Loans payable, current — 106,260 Note payable, former related party 140,000 140,000 Total current liabilities 10,521,610 9,948,966 Non-Current Liabilities: Loans payable, noncurrent 350,000 243,740 Total noncurrent liabilities 350,000 243,740 Total liabilities 10,871,610 10,192,706 Stockholders’ Deficit: Series B Preferred stock, $ 0.00001 par value; 20,000,000 shares authorized; 45,000 and 45,000 shares issued and outstanding at December 31, 2025 and 2024, respectively — — Series C Preferred stock, $ 0.00001 par value; 10,000 shares authorized; 700 and 700 shares issued and outstanding at December 31, 2025 and 2024, respectively — — Series D Preferred stock, $ 0.00001 par value; 100,000 shares authorized; 0 and 0 shares issued and outstanding at December 31, 2025 and 2024, respectively — — Series G Preferred stock, $ 0.00001 par value; 2,000,000 shares authorized; 0 and 0 shares issued and outstanding at December 31, 2025 and 2024, respectively — — Series H Preferred stock, $ 0.00001 par value ($500 stated value); 40,000 shares authorized; 20,000 and 20,000 shares issued and outstanding at December 31, 2025 and 2024, respectively — — Series I Preferred stock, $ 0.00001 par value ($35,000 stated value); 1,000 shares authorized; 1,000 and 0 shares issued and outstanding at December 31, 2025 and 2024, respectively — — Common stock, $ 0.00001 par value; 30,000,000,000 shares authorized; 20,217,870,775 and 16,813,229,180 shares issued and outstanding at December 31, 2025 and 2024, respectively 202,179 168,133 Treasury stock, at cost; 8 and 1,040 shares at December 31, 2025 and 2024, respectively ( 11,059 ) ( 11,059 ) Stock loan receivable — ( 7,610,147 ) Shares to be cancelled — ( 632,000 ) Additional paid in capital 286,012,905 294,255,052 Accumulated deficit ( 295,996,525 ) ( 295,278,233 ) Total stockholders’ deficit ( 9,792,500 ) ( 9,108,254 ) Non-Controlling Interest ( 1,078,508 ) ( 1,075,865 ) Total stockholders’ deficit attributable to GBT Technologies, Inc. ( 10,871,007 ) ( 10,184,119 ) Total liabilities and stockholders’ deficit $ 603 $ 8,587 The accompanying footnotes are an integral part of these consolidated financial statements. F- 5 GBT TECHNOLOGIES INC. CONSOLIDATED STATEMENT OF OPERATIONS Years Ended December 31, 2025 2024 Sales $ — $ — Total sales — — Cost of Goods Sold — — Gross Profit — — Operating expenses: General and administrative 14,779 76,281 Marketing — 192,912 Professional 300,500 375,504 Total operating expenses 315,279 644,697 Loss from operations ( 315,279 ) ( 644,697 ) Other income (expense): Amortization of debt discount — ( 46,003 ) Change in fair value of derivative liability — 14,035,071 ) Interest expense and financing costs ( 403,201 ) ( 457,436 ) Gain (loss) on equity method investment — ( 10,000 Gain on debt extinguishment — 7,800,449 Change in fair value of marketable securities ( 2,454 ) ( 1,939 ) Total other income (expense) ( 405,655 ) 21,320,142 Profit (Loss) before income taxes ( 720,934 ) 20,675,445 Income tax expense — — Profit (Loss) from continuing operations ( 720,934 ) 20,675,445 Net Income (Loss) $ ( 720,934 ) $ 20,675,445 Less: net loss attributable to the noncontrolling interest ( 2,642 ) ( 39,616 ) Net loss attributable to GTB Technologies Inc. $ ( 718,292 ) $ 20,715,061 Weighted average common shares outstanding: Basic 18,060,503,457 16,416,809,970 Diluted 653,855,471,504 589,342,635,993 Net Income (Loss) per share (basic and diluted): Basic $ ( 0.00 ) $ 0.00 Diluted ( 0.00 ) 0.00 The accompanying footnotes are an integral part of the consolidated financial statements. F- 6 GBT TECHNOLOGIES INC. CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT Series B Series C Series H Series I Stock Additional Total Convertible Preferred Stock Convertible Preferred Stock Convertible Preferred Stock Convertible Preferred Stock Common Stock Treasury Stock Share to be Cancelled Loan Paid-in Accumulated Noncontrolling Stockholders' Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Receivable Capital Deficit Interest Deficit Balance, December 31, 2023 45,000 $ — 700 $ — 20,000 $ — 1,000 $ — 10,253,695,062 $ 102,538 8 $ ( 11,059 ) 1,032 $ ( 632,000 ) $ ( 7,610,147 ) $ 293,069,829 $ ( 315,993,294 ) $ ( 1,036,249 ) $ ( 32,110,382 ) Common stock issued for conversions — — — — — — — — 6,559,534,118 65,595 — — — — — 491,965 — — 557,560 Fair value of derivative liability due to conversions — — — — — — — — — — — — — — — 694,918 — — 694,918 Tokenize investment reclassification — — — — — — — — — — — — — — — ( 1,660 ) — — ( 1,660 ) Net income — — — — — — — — — — — — — — — — 20,715,061 ( 39,616 ) 20,675,445 Balance, December 31, 2024 45,000 $ — 700 $ — 20,000 $ — 1,000 $ — 16,813,229,180 $ 168,133 8 $ ( 11,059 ) $ 1,032 $ ( 632,000 ) $ ( 7,610,147 ) $ 294,255,052 $ ( 295,278,233 ) $ ( 1,075,865 ) $ ( 10,184,119 ) Common stock issued for conversions — — — — — — — — 3,404,641,595 $ 34,046 — — — — — — — — $ 34,046 Share to be cancelled reclassification — — — — — — — — — — — — — 632,000 7,610,147 ( 8,242,147 ) — — — Net income — — — — — — — — — — — — — — — — ( 718,292 ) ( 2,642 ) ( 720,934 ) Balance, December 31, 2025 45,000 $ — 700 $ — 20,000 $ — 1,000 $ — 20,217,870,775 $ 202,179 8 $ ( 11,059 ) $ 1,032 $ — $ — $ 286,012,905 $ ( 295,996,525 ) $ ( 1,078,507 ) $ ( 10,871,007 ) The accompanying footnotes are an integral part of these consolidated financial statements. F- 7 GBT TECHNOLOGIES INC. CONSOLIDATED STATEMENT OF CASH FLOWS Years Ended December 31, 2025 2024 Cash Flows From Operating Activities: Net income (loss) $ ( 720,934 ) $ 20,675,445 Adjustments to reconcile net loss to net cash used in operating activities: Amortization of debt discount — 46,003 Change in fair value of derivative liability — ( 14,035,071 ) Change in fair value of market equity security 8,454 1,084 Gain on debt extinguishment — ( 7,800,449 ) Loss on equity method investment — 10,000 Changes in operating assets and liabilities: Other receivable — 46,250 Accounts payable and accrued expenses 582,086 ( 224,524 ) Accounts payable and accrued expenses - RP 136,864 1,308,404 Net cash used in operating activities 470 27,142 Cash Flows From Financing Activities: Repayment of note payable — ( 27,546 ) Net cash provided by financing activities — ( 27,142 ) Net increase in cash 470 ( 404 ) Cash, beginning of period 125 529 Cash, end of period $ 595 $ 125 Cash paid for: Interest $ — $ — Income taxes $ — $ — Supplemental non-cash investing and financing activities Debt discount related to convertible debt $ — $ 694,919 Reduction in derivative liability due to conversion $ — $ 557,560 Shares issued for conversion of convertible debt $ 34,046 $ — Tokenize investment reclassification $ — $ 1,660 The accompanying footnotes are an integral part of these consolidated financial statements. F- 8 GBT TECHNOLOGIES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025 and 2024 Note 1 - Organization and Basis of Presentation Organization and Line of Business GBT Technologies Inc. (the “Company”, “GBT”, or “GTCH”) was incorporated on July 22, 2009 under the laws of the State of Nevada. The Company is targeting growing markets such as development of Internet of Things (IoT) and Artificial Intelligence (AI) enabled networking and tracking technologies, including wireless mesh network technology platform and fixed solutions, development of an intelligent human body vitals device, asset-tracking IoT, and wireless mesh networks. 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” or “Tokenize”). GBT Tokenize has developed a vital device based on the Technology Portfolio that is ready for commercialization, as well as certain derivative technologies, which positioned GBT Tokenize to further develop or license certain code sources. On April 3, 2023, GBT Tokenize entered its first commercial transaction to date through the sale of the Avant-AI! technology that been developed by GBT Tokenize, based on the Technology Portfolio. Effective as of March 20, 2024, Tokeniz, entered into a Patent Purchase Agreement with VisionWave Technologies Inc. (“VisionWave” or “VW”) pursuant to which VisionWave agreed to acquire from Tokenize the entire right, title, and interest of certain patents and patent applications providing an intellectual property basis for a machine learning driven technology that controls radio wave transmissions, analyzes their reflections data, and constructs 2D/3D images of stationary and in motion objects (“VisionWave PPA”). The Purchase Price for the asset is $ 30,000,000 (the “Purchase Price”), which VisionWave will pay with shares of common stock, $0.0001 par value per share (the “Common Stock”). The Parties agree that the final Purchase Price may be adjusted and will be governed by a valuation report issued by a professional third party (“Valuation”). If the final Purchase Price per Valuation is less than $ 30,000,000 , Tokenize has the option to cancel this Agreement. In accordance therewith, VisionWave agreed to issue and deliver to Tokenize, 1,000 shares of Common Stock (the “Shares”) representing 50% of VisionWave’s issued and outstanding shares of Common Stock, where the remainder of the 50% of VisionWave’s issued and outstanding shares of Common Stock are owned by a corporation controlled by Anat Attia. On June 4, 2024 Tokenize were issued additional 222 shares of VW for consideration of ten million Avant Technologies Inc. (“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. Post this transaction the Company holds 500 shares and Tokenize hold 222 shares of VW. As of December 31, 2025, the Company holds 26.53% of VW’s issued and outstanding shares. Here is the breakdown of the Company and Tokenize VW’s shareholders: Schedule of shareholders shares issued and outstanding Shareholder’s Name No. Of Shares % of Shares Held GBT Tokenize Corp. 222 8.16 % GBT Technologies, Inc. 500 18.37 % 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. F- 9 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. The 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 No. Of Shares % of Shares Held GBT Tokenize Corp. 897,102 6.286 % GBT Technologies, Inc. 2,020,500 14.158 % 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 consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Note 2 – 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 concern is dependent upon its ability to generate profitable operations in the future and/or obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has plans to seek additional capital through some private placement offerings of debt and equity securities. These plans, if successful, will mitigate the factors which raise substantial doubt about the Company’s ability to continue as a going concern. These CFS do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty. Note 3 – Summary of Significant Accounting Policies Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Significant estimates in the accompanying condensed consolidated financial statements include valuation of derivatives and valuation allowance on deferred tax assets. Principles of Consolidation The accompanying 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. F- 10 Cash Equivalents For the purpose of the statement of cash flows, cash equivalents include time deposits, certificate of deposits, and all highly liquid debt instruments with original maturities of three months or less. As of December 31 , 2025 and 2024, the Company did no t have any cash equivalents. Marketable Securities The Company accounts for investment securities in accordance with ASC Topic 321, Investments – equity securities. Marketable equity securities are reported at FV based on quotations available on securities exchanges with any unrealized gain or loss being reported as a component of other income (expense) on the statement of operations. The portion of marketable equity security expected to be sold within 12 months of the balance sheet date is reported as a current asset. These publicly traded equity securities are valued using quoted prices and are included in Level 1. Derivative Financial Instruments The Company evaluates all of its agreements to determine if such instruments have derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its FV and is then re-valued at each reporting date, with changes in the FV reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a weighted-average Black-Scholes-Merton option pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. As of December 31 , 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 For certain of the Company’s financial instruments, including cash, accounts payable, accrued liabilities and short-term debt, the carrying amounts approximate their FV due to their short maturities. FASB ASC Topic 820, Fair Value Measurements and Disclosures , requires disclosure of the FV of financial instruments held by the Company. FASB ASC Topic 825, Financial Instruments , defines FV, and establishes a three-level valuation hierarchy for disclosures of FV measurement that enhances disclosure requirements for FV measures. The carrying amounts reported in the consolidated balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their FV because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows: ● Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. ● Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in inactive markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. ● Level 3 inputs to the valuation methodology use one or more unobservable inputs which are significant to the FV measurement. The Company analyzes all financial instruments with features of both liabilities and equity under FASB ASC Topic 480, Distinguishing Liabilities from Equity , and FASB ASC Topic 815, Derivatives and Hedging . F- 11 For certain financial instruments, the carrying amounts reported in the balance sheets for cash and current liabilities, including convertible notes payable, each qualify as a financial instrument, and are a reasonable estimate of their FV because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The Company uses Level 2 inputs for its valuation methodology for derivative liabilities as their FV were determined by using the Black-Scholes-Merton pricing model based on various assumptions. The Company’s derivative liabilities are adjusted to reflect FV at each period end, with any increase or decrease in the FV being recorded in results of operations as adjustments to FV of derivatives. At December 31, 2025 and 2024, the Company identified the following liabilities that are required to be presented on the balance sheet at FV: Schedule of liabilities to be presented on balance sheet at fair value Fair Value Fair Value Measurements at As of December 31, 2024 Description December 31, 2024 Using Fair Value Hierarchy Level 1 Level 2 Level 3 Conversion feature on convertible notes $ — $ — $ — $ — Fair Value Fair Value Measurements at As of December 31, 2025 Description December 31, 2025 Using Fair Value Hierarchy Level 1 Level 2 Level 3 Conversion feature on convertible notes $ — $ — $ — $ — Treasury Stock Treasury stock is recorded at cost. The re-issuance of treasury shares is accounted for on a first in, first-out basis and any difference between the cost of treasury shares and the re-issuance proceeds are charged or credited to additional paid-in capital. The Company has 8 treasury stock from acquisitions that commenced in 2011. Income Taxes The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes . ASC 740 requires a company to use the asset and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all of, the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The Company has no material uncertain tax positions for any of the reporting periods presented and its current on all its tax filings federal and state until 2025 inclusive. F- 12 Basic and Diluted Earnings Per Share Earnings per share is calculated in accordance with ASC Topic 260, Earnings Per Share . Basic earnings per share (“EPS”) is based on the weighted average number of common shares outstanding. Diluted EPS assumes that all dilutive securities are converted. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Due to the net income incurred potentially dilutive instruments would be anti-dilutive. Accordingly, diluted loss per share is the same as basic loss for all periods presented. The following potentially-dilutive shares were excluded from the shares used to calculate diluted earnings per share as their inclusion would be anti-dilutive. Schedule of potentially- dilutive shares December 31, 2025 December 31, 2024 Basic outstanding common stock 20,217,870,775 16,813,229,180 Series B preferred stock 150,000 150,000 Series C preferred stock 385,000 385,000 Series H preferred stock 1,000,000 1,000,000 Series I preferred stock 10,000,000,000 10,000,000,000 Warrants — 400 Convertible notes 623,636,065,729 579,341,100,593 Total 653,855,471,504 606,155,865,173 Management’s Evaluation of Subsequent Events The Company evaluates events that have occurred after 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 statements. Recent Accounting Pronouncements In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”, which requires greater disaggregation of income tax disclosures related to the income tax rate reconciliation and income taxes paid and effective for fiscal years beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued. The amendments should be applied on a prospective basis although retrospective application is permitted. The Company is currently evaluating the effects of this pronouncement on its financial statements and disclosures. Management does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying condensed consolidated financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances. Note 4 – Marketable Securities Schedule of Marketable Securities December 31, 2025 December 31, 2024 Marketable Securities from AVAI. $ — $ 6,000 Marketable Securities from MetAlert Inc. 8 2,462 Total Fair Value of Marketable Securities $ 8 $ 8,462 F- 13 Investment Avant – Trend Innovation Holdings, Inc- AVAI. On April 3, 2023, GBT Tokenize Corp., a subsidiary that is owned 50 % by the Company entered into an Asset Purchase Agreement (“APA”) with Trend Innovation Holdings, Inc. (“TREN”), in which the Company 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, TREN is required to issue to the Seller 26,000,000 common shares of TREN (the “Shares”). The Shares will be restricted per Rule 144 as promulgated under the Securities Act of 1933, as amended (the “1933 Act”) and Seller agreed to a lock-up period of nine (9) months following closing (the “Lock Up Term”). In the event that TREN is unable to up-list to Nasdaq either through a business combination or otherwise prior to the expiration of the Lock Up Term, the Seller may request within three (3) business days of the expiration of the Lock-Up Term, that all transactions contemplated by the APA be unwound. In addition, TREN, Seller and GBT entered into a license agreement regarding the System, granting the Seller and/or GBT a perpetual, irrevocable, non-exclusive, non-transferable license for using the System to be used in its own development, as in-house tool, where Seller or GBT may not sublicense its rights hereunder to any customer or client. On July 18, 2023 TREN changed its name into: Avant Technologies, Inc and its ticker symbol on OTC Markets was changed into AVAI. On June 4, 2024 Tokenize entered into Security and Exchange Agreement together with Subscription Agreement with VisionWave Technologies Inc. (“VW”), where Tokenize invested 10,000,000 of the Shares for 222 of VW, reducing the holding in the Shares to 16,000,000 . On July 1, 2024, the Company, GBT Tokenize Corp., together with Igor 1 Corp (the “Note Holder”), entered into an agreement to amend the terms of a previously issued convertible note. The amendment includes the following changes: 1. Reduction of Outstanding Balance: The outstanding balance of the note as of June 30, 2024, was $7,818,411.03, with a reported balance of $5,320,420. The balance was reduced by $3,000,000 through the transfer of 10,000,000 restricted shares of AVAI, resulting in a new balance of $4,818,411.03. 2. Fixed Conversion Price: The conversion feature of the note was amended to establish a fixed conversion price of $0.00001 per share. This conversion price will remain unaffected by any future corporate actions, including reverse splits, dividends, or other similar actions. 3. Conversion Limits: The note includes a maximum share issuance of 481,841,103,000 shares under the fixed conversion price and maintains a 4.99% beneficial ownership blocker. This transaction reducing the holding in the AVAI Shares to 6,000,000 as of December 31, 2024. 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) On April 12, 2022, GBT Tokenize Corp (“GBT Tokenize”), a Nevada corporation which the Company owns 50% of the outstanding shares of common stock, entered into a series of agreements with GTX Corp (“GTX”) and various note holders of GTX pursuant to which Tokenize acquired a convertible promissory note of GTX of $ 100,000 (the “GTX Notes”). In addition, GBT Tokenize acquired 76,923 (GBT acquired 5,000,000 in the original deal, where GTX to perform a corporate action of 1:65 reverse split on September 20, 2022) shares of common stock of GTX for $ 150,000 - in total FV of $ 12,538 as of December 31, 2022 based on level 1 stock price in OTC markets. F- 14 The GTX Notes bear 10% interest and 50% of the principal may be converted into shares of common stock on a one-time basis at a conversion price of $ 0.01 per share. The remaining 50% of the principal must be paid in cash. The closing occurred on April 12, 2022. As of December 31, 2023, the Company wrote off the 50% of the convertible principal with all unpaid interest in total of $ 65,613 due to the collectability issue. GTX changed its name into Metalert Inc. on or about September 20, 2022. On September 30, 2022, GBT Tokenize, loaned MetAlert Inc., a Nevada corporation (f/k/a GTX Corp.) (“MetAlert”) $ 90,000 . For such loan, MetAlert provided Tokenize a promissory note of $ 90,000 which is due and payable together with interest of 5% upon the earlier of September 19, 2023 or when declared by Tokenize. As of December 31, 2023, the Company wrote off the entire convertible principal with all unpaid interest in total of $ 95,770 due to the collectability issue. MetAlert designs, manufactures and sells various interrelated and complementary products and services in the wearable technology and IoMT (Internet of Medical Things) marketplace. As of December 31, 2025 and 2024, the marketable security had a fair value of $ 8 and $ 2,462 , respectively. Note 5 – Impaired Investment Investment in Joint Venture GBT Tokenize Corp On March 6, 2020, the Company through Greenwich, entered into a Joint Venture and Territorial License Agreement (the “Tokenize Agreement”) with Tokenize-It, S.A. (“Tokenize”), which is owned by a Costa Rica Trust represented by Pablo Gonzalez (“Gonzalez”). Gonzalez also represents Gonzalez Costa Rica Trust, which holds a note in the principal amount of $10,000,000 and is also a shareholder of the Company. Under the Tokenize Agreement, the parties formed GBT Tokenize Corp., a Nevada corporation (“GBT Tokenize”). The purpose of GBT Tokenize is to develop, maintain and support source codes for its proprietary technologies including advanced mobile chip technologies, tracking, radio technologies, AI core engine, electronic design automation, mesh, games, data storage, networking, IT services, business process outsourcing development services, customer service, technical support and quality assurance for business, customizable and dedicated inbound and outbound calls solutions, as well as digital communications processing for enterprises and startups (“Technology Portfolio”), throughout the State of California. Upon generating any revenue from the Technology Portfolio, the Joint Venture will earn the first right of refusal for other territories. The Company pledged its 50% ownership in GBT Tokenize and its 100% ownership of Greenwich to Tokenize to secure its Technology Portfolio investment. The Company shall appoint two directors and Tokenize shall appoint one director of GBT Tokenize. Tokenize shall contribute the services and resources for the development of the Technology Portfolio to GBT Tokenize. The Company shall contribute 2,000,000 shares of common stock of the Company (“GBT Shares”) to GBT Tokenize. Tokenize and the Company will each own 50% of GBT Tokenize. The shares were valued at $ 5,500,000 . In addition, GBT Tokenize and Gonzalez entered into a Consulting Agreement in which Gonzalez is engaged to provide services for $ 33,333 per month payable quarterly which may be paid in shares of common stock calculated by the amount owed divided by the Company’s 10-day VWAP. Gonzalez will provide services in connection with the development of the business as well as GBT Tokenize’s capital raising efforts. The term of the Consulting Agreement is two years. During year ended December 31, 2021, Gonzalez assigned all his accrued balances of $ 424,731 to Stanley Hills in a private transaction that the Company is not part to. The closing of the Tokenize Agreement occurred on March 9, 2020. F- 15 Through this Joint Venture the parties commenced development of an intelligent human vital signs’ device, which we currently refer to as the qTerm. The platform is an expansion of the existing license agreement with GBT Tokenize Corp., which provided GBT Tokenize Corp. with an exclusive territory of California to develop certain of the Company’s technology. As the nature of the platform cannot be restricted only to California, the Company’s joint venture GBT Tokenize Corp. will be compensated with additional two hundred million shares of the Company to strengthen its funding, subject to board approval. A provisional patent application for the term Medical Device was filed on March 30, 2020 with the USPTO. The application has been assigned serial number 63001564. The Joint Venture completed successfully the first prototype. There is no guarantee that the Company will be successful in researching, developing or implementing this product into the market. In order to successfully implement this concept, the Company will need to raise adequate capital to support its research and, if successfully researched, developed and granted regulatory approval, the Company would need to enter into a strategic relationship with a third party that has experience in manufacturing, selling and distributing this product. There is no guarantee that the Company will be successful in any or all of these critical steps. On May 28, 2021, the parties agreed to amend the Tokenize Agreement to expand territory granted for the Technology Portfolio under the license to GBT Tokenize to include the entire continental United States. The Company has further agreed to issue GBT Tokenize an additional 14,000,000 shares of common stock of the Company. The shares were valued at $ 15,400,000 . At March 31, 2020, the Company evaluated the carrying amount of this joint venture investment and determined that this investment was fully impaired and as a result an impairment charge of $ 5,500,000 was taken. At December 31, 2021, the Company evaluated the carrying amount of this joint venture investment and determined that this investment was fully impaired and as a result an impairment charge of $ 15,400,000 was taken. On July 20, 2023, the Company through its wholly owned inactive subsidiary, Greenwich International Holdings, a Costa Rica corporation (“Greenwich”), entered into an Amended and Restated Joint Venture (the “2023 Tokenize Agreement”) with Magic Internacional Argentina FC, S.L. (“Magic”) and GBT Tokenize Corp (“GBT Tokenize”). The 2023 Tokenize Agreement restated and replaced the 2022 Tokenize Agreement. Pursuant to the 2023 Tokenize Agreement, as a result of the contribution of the Technology Portfolio by Tokenize and the subsequent contribution of services for the development of the Technology Portfolio by Tokenize and Magic, GBT Tokenize has been able to continue in operation, which has benefited the Company despite its contribution of 166 million shares of common stock valued at approximately $ 50,000 . In order to maintain its 50% ownership interest in GBT Tokenize, the Company agreed to contribute its portfolio of intellectual property to GBT Tokenize and issue to GBT Tokenize 1,000 shares of Series I Preferred Stock (the “Series I Stock”) with a stated value of $ 35,000 per share which is convertible into common stock of the Company by dividing the stated value by the conversion price of $ 0.0035 , which, if converted in full would result in the issuance of 10 billion shares of common stock of the Company. Further, the Series I Stock will vote on an as converted basis. The Company pledged its 50% ownership in GBT Tokenize and its 100 % ownership of Greenwich to Magic to secure its Technology Portfolio investment. Effective as of March 20, 2024, Tokeniz, entered into a Patent Purchase Agreement with VisionWave Technologies Inc. (“VisionWave”) pursuant to which VisionWave agreed to acquire from Tokenize the entire right, title, and interest of certain patents and patent applications providing an intellectual property basis for a machine learning driven technology that controls radio wave transmissions, analyzes their reflections data, and constructs 2D/3D images of stationary and in motion objects (“VisionWave PPA”). The Purchase Price for the asset is $ 30,000,000 (the “Purchase Price”), which VisionWave will pay with shares of common stock, $0.0001 par value per share (the “Common Stock”). The Parties agree that the final Purchase Price may be adjusted and will be governed by a valuation report issued by a professional third party (“Valuation”). If the final Purchase Price per Valuation is less than $ 30,000,000 , Tokenize has the option to cancel this Agreement. In accordance therewith, VisionWave agreed to issue and deliver to Tokenize, 1,000 shares of Common Stock (the “Shares”) representing 50% of VisionWave’s issued and outstanding shares of Common Stock, where the remainder of the 50% of VisionWave’s issued and outstanding shares of Common Stock are owned by a corporation controlled by Stanley Hills, LLC. Effective June 4, 2024 Tokenize been issued additional 222 from VisionWave for consideration of 10 million AVAI shares that been vested under VisionWave. F- 16 Although the investment was impaired, the product development is still ongoing. 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 , 2025 and 2024 consist of the following: Schedule of accounts payable and accrued expenses December 31, 2025 December 31, 2024 Accounts payable $ 897,008 $ 686,242 Accrued interest 576,284 287,464 Total $ 1,473,292 $ 973,706 Accounts payable consisted of $ 484,073 aged outstanding balances due to two vendors over 2 years. The increase in accrued interest was due to the accrued interest of convertible notes and loan from SBA. Schedule of accounts payable related parties December 31, 2025 December 31, 2024 Accounts payable – prior related parties $ 1,146,164 $ 1,160,000 Accrued interest – prior related parties 233,650 171,408 Other payables – prior related parties 1,883,744 1,795,286 Total $ 3,263,558 $ 3,126,694 Accounts payable – related parties consisted of approximately $ 1,071,164 aged outstanding balances due to two major related parties for business purpose over 2 years. Accrued interest – related parties consisted of unpaid interest from related parties note payable as of December 31, 2025. Other payables consisted of approximately $ 1,869,294 advanced payments from one of the related parties for business purposes. Note 7 – Convertible Notes Payable, Non-related Parties Convertible notes payable – nonrelated parties at December 31, 2025 and 2024 consist of the following: Schedule of convertible notes payable – non related parties December 31, December 31, 2025 2024 Convertible note payable to Igor 1 Corp. $ 4,812,411 $ 4,818,411 Convertible notes payable to Glen Eagle 357,750 292,500 Total convertible notes payable, non-related parties 5,170,161 5,110,911 Unamortized debt discount — — Convertible notes payable – nonrelated parties 5,170,161 5,110,911 Less current portion ( 5,170,161 ) ( 5,110,911 ) Convertible notes payable – nonrelated parties, long-term portion $ — $ — F- 17 $10,000,000 for GBT Technologies S. A. acquisition – Holder Igor 1 Corp In accordance with the acquisition of GBT-CR the Company issued a convertible note in the principal amount of $ 10,000,000 . The convertible note bears interest of 6 % and is payable at maturity on December 31, 2021 . At the election of the holder, the convertible note can be converted into a maximum of 20,000 shares of Series H Preferred Stock. Each share of Series H Preferred Stock is convertible, at the option of the holder but subject to the Company increasing its authorized shares of common stock, into such number of shares of common stock of the Company as determined by dividing the Stated Value ($500 per share) by the conversion price ($ 500 per share). This convertible note may convert into shares of the Company’s common stock at a conversion price equal to 85 % of the lowest trading price with a 20-day lookback immediately preceding the date of conversion and therefore recorded as derivative liability. On May 19, 2021, the Company, Gonzalez, GBT-CR and IGOR 1 Corp entered into a Mutual Release and Settlement Agreement and Irrevocable Assignment of outstanding balance plus accrued interest (the “Gonzalez Agreement”). Pursuant to the Gonzalez Agreement, without any party admission of liability and to avoid litigation, the parties had agreed to (i) extend the GBT convertible note maturity date to December 31, 2022 , (ii) amend the GBT convertible note terms to include a beneficial ownership blocker of 4.99% and a modified conversion feature to the GBT convertible note with 15% discount to the market price during the 20 trading day period ending on the latest complete trading day prior to the conversion date and (iii) provided for an assignment of the GBT convertible note by Gonzalez to a third party. As a result of the change in terms of this convertible note, the Company took a charge related to the modification of debt of $ 13,777,480 during the year ended December 31, 2021. This convertible note is recorded as derivative liability because of the discounted price on conversion. During the period ended September 30, 2024, IGOR 1 converted $195,500 of the convertible note into 2,300,000,000 shares of the Company’s common stock. On July 1, 2024, the Company entered into an amendment by and between the Company and IGOR 1 to (1) The Company agrees to transfer 10,000,000 restricted shares of AVAI to the note holder valued at $3,000,000 on the effective date; (2) Amended the conversion price to a fixed price of $0.00001 per share; (3) The total outstanding principal balance including accrued interest shall be adjusted to $4,818,411; and (4) The maximum number of shares that may be issued under the fixed conversion price remain subject to the terms set forth in the original note and shall not be adjusted further by this amendment. The maximum number of shares that can be issued is 481,841,103,000. The Company recognized gain on debt modification of $1,638,163 on the effective date. As of December 31, 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. Glen Eagle The Company entered into a series of loan arrangements with Glen Eagles Acquisition LP pursuant to which it received $ 512,500 in loans (the “Debt”) from August 2021 up to September 2022. The original funded amount of $ 457,500 included convertible feature into shares of the Company’s common stock at a conversion price equal to 85 % of the lowest trading price during the 20-day period preceding the date of conversion. In order to include a convertible feature for the $ 55,000 which was not covered by convertible feature, on January 24, 2023, the Company issued a consolidated convertible promissory note to Glen Eagles Acquisition LP in the principal amount of $ 512,500 , which include all prior convertible notes with addition of the $ 55,000 straight note. The convertible promissory note bears interest of 10 % and is payable at maturity on December 31, 2023 . Glen Eagles Acquisition LP may convert the consolidated convertible Note into shares of the Company’s common stock at a conversion price equal to 85 % of the lowest trading price during the 20-day period preceding the date of conversion. The Company recorded a loss on debt extinguishment of $ 92,737 at the issuance date. F- 18 During the period ended September 30, 2024, Glen Eagle converted $ 170,000 of the convertible note into 2,000,000,000 shares of the Company’s common stock. On December 31, 2024, the Company entered into an amendment by and between the Company and Glen Eagle to (1) Amended the conversion price to a fixed price of $0.00001 per share; (2) The total outstanding principal balance including accrued interest shall be adjusted to $349,157; and (4) The maximum number of shares that may be issued under the fixed conversion price remain subject to the terms set forth in the original note and shall not be adjusted further by this amendment. The maximum number of share that can be issued is 37,500,000,000. The Company recognized gain on debt modification of $156,833 on the effective date. As of December 31, 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 December 31, December 31, 2025 2024 SBA loan $ 350,000 350,000 Total loan payable 350,000 350,000 Unamortized debt discount — — Loan payable, net of debt discount 350,000 350,000 Less current portion — ( 106,260 ) Loan payable, long-term portion $ 350,000 $ 243,740 SBA Loan 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. The Modified 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. F- 19 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 December 31, December 31, 2025 2024 Convertible note payable to Stanley Hills 474,599 491,395 Unamortized debt discount — — Convertible notes payable, net, related party 474,599 491,395 Less current portion ( 474,599 ) ( 491,395 ) Convertible notes payable, net, related party, long-term portion $ — $ — Stanley Hills LLC The Company entered into a series of loan agreements with Stanley Hills LLC (“Stanley”) pursuant to which it received more than $ 1,000,000 in loans (the “Debt”) from May 2019 up to December 2019. On February 26, 2020, in order to induce Stanley to continue to provide funding, the Company and Stanley entered into a letter agreement providing that the current note payable balance due to Stanley of $ 1,214,900 may be converted into shares of common stock of the Company at a conversion price equal to 85 % multiplied by the lowest one trading price for the common stock during the 20-trading day period ending on the latest complete trading day prior to the conversion date. Since the conversion price will vary based on the Company’s stock price, the beneficial conversion feature associated with this note is accounted for as a derivative liability. Stanley had agreed to restrict its ability to convert the Debt and receive shares of common stock such that the number of shares of common stock held by it and its affiliates after such conversion or exercise does not exceed 4.99 % of the then issued and outstanding shares of common stock. During the year ended December 31, 2021, Stanley converted $ 1,231,466 of its convertible note plus interest into 4,420,758 shares of the Company’s common stock, and during the year ended December 31, 2021, Stanley loaned the Company an additional $ 325,000 . Also, during the year ended December 31, 2021, the Company transferred the SURG shares received as repayment of $ 800,000 of this convertible note and also converted $ 126,003 of accrued interest into the principal balance. During the year ended December 31, 2021, Gonzalez assigned all his accrued balances of $ 424,731 to Stanley in a private transaction that the Company is not part to (See Note 10). On January 2, 2023, the Company issued a convertible promissory note to Stanley for its credit balances in the principal amount of $ 750,000 . The convertible promissory note bears interest of 10 % and is payable at maturity on September 30, 2024 . Stanley may convert the consolidated convertible Note into shares of the Company’s common stock at a conversion price equal to 85 % of the lowest trading price during the 20-day period preceding the date of conversion. The Company recorded a gain on debt extinguishment of $ 408,034 at the issuance date. During the period ended September 30, 2024, Stanley Hills converted $ 170,000 of the convertible note into 2,000,000,000 shares of the Company’s common stock. On December 31, 2024, the Company entered into an amendment by and between the Company and Stanley Hills LLC to (1) Extended the maturity date of the note to December 31, 2025; (2) Amended the conversion price to a fixed price of $0.00001 per share; (3) The total outstanding principal balance including accrued interest shall be adjusted to $600,000; and (4) The maximum number of shares that may be issued under the fixed conversion price remain subject to the terms set forth in the original note and shall not be adjusted further by this amendment. The maximum number of shares that can be issued is 60,000,000,000. The Company recognized gain on debt modification of $250,054 on the effective date. During the year ended December 31 , 2025, Stanley Hills converted $ 16,796 of the convertible note into 1,679,641,595 shares of the Company’s common stock. As of December 31, 2025 and 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. F- 20 Notes payable, related party at December 31, 2025 and 2024 consist of the following: Schedule of Notes payable, related party December 31, December 31, 2025 2024 Alpha Eda Note payable $ 140,000 $ 140,000 Total notes payable, related party 140,000 140,000 Unamortized debt discount — — Notes payable, net, related party 140,000 140,000 Less current portion ( 140,000 ) ( 140,000 ) Notes payable, net, related party, long-term portion $ — $ — Alpha Eda On November 15, 2020, the Company issued a promissory note to Alpha Eda, LLC (“Alpha”), a related party for $140,000. The note accrues interest at 10%, is unsecured and was due on September 30, 2021. On December 31, 2024 Alpha and the Company extended the note maturity to December 31, 2025. The balance 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 - Stockholders’ Equity Common Stock In July 7, 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 yet 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”). The Increase 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. During the year ended December 31, 2024, the Company had the following transactions in its common stock: ● 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 and 16,813,229,180 shares of common stock issued and outstanding, respectively. F- 21 Series B Preferred Shares The Series B Preferred Stock has a stated value of $100 per share and is convertible into the Company’s common stock at a conversion price of $ 30 per share representing 3,000 posts reverse split common shares. Furthermore, the Series B Preferred Stock votes on an as converted basis and carries standard anti-dilution rights. These rights were subsequently removed, except in cases of stock dividends or splits. As of December 31, 2025 and 2024, there were 45,000 Series B Preferred Shares outstanding, respectively. Series C Preferred Shares Each share of Series C Preferred Stock is convertible, at the option of GV, into such number of shares of common stock of the Company as determined by dividing the Stated Value (as defined below) by the Conversion Price (as defined below). The Conversion Price for each share is equal to a 50% discount to the average of the lowest three lowest closing bid prices of the Company’s common stock during the 10-day trading period prior to the conversion with a minimum conversion price of $0.02. The stated value is $11 per share (the “Stated Value”). The Series C Preferred Stock has no liquidation preference, does not pay dividends and the holder of Series C Preferred Stock shall be entitled to one vote for each share of common stock that the Series C Preferred Stock shall be convertible into. GV has contractually agreed to restrict its ability to convert the Series C Preferred Stock and receive shares of the Company’s common stock such that the number of shares of the Company’s common stock held by it and its affiliates after such conversion does not exceed 4.9% of the then issued and outstanding shares of the Company’s common stock. The issuance of the Series C Preferred Stock was made in reliance upon exemptions from registration pursuant to Section 4(a)(2) under the Securities Act of 1933 and Rule 506 promulgated under Regulation D thereunder. GV is an accredited investor as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933. At December 31, 2025 and 2024, GV owns 700 Series C Preferred Shares, respectively. Series H Preferred Shares 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 securities. In accordance with the Exchange Agreement, AltCorp acquired 625,000 shares of GBT-CR representing 25% of its issued and outstanding shares of common stock from Gonzalez for the issuance of 20,000 shares of Series H Convertible Preferred Stock of the Company and a Convertible Note of $ 10,000,000 issued by the Company (the “Gopher Convertible Note”) as well as additional consideration. The Gopher Convertible Note bears interest of 6% and is payable at maturity on December 31, 2021 . At the election of Gonzalez, the Gopher Convertible Note can be converted into a maximum of 20,000 shares of Series H Preferred Stock. Each share of Series H Preferred Stock is convertible, at the option of the holder but subject to the Company increasing its authorized shares of common stock, into such number of shares of common stock of the Company as determined by dividing the Stated Value ($ 500 per share) by the conversion price ($10 per share). The Series H Preferred Stock has no liquidation preference, does not pay dividends and the holder of Series H Preferred Stock shall be entitled to one vote for each share of common stock that the Series H Preferred Stock may be convertible into. As of December 31, 2025 and 2024, there are 20,000 shares of Series H Preferred Shares outstanding, respectively. F- 22 Series I Preferred Shares 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 and GBT Tokenize. The 2023 Tokenize Agreement restated and replaced the 2022 Tokenize Agreement. Pursuant to the 2023 Tokenize Agreement, as a result of the contribution of the Technology Portfolio by Tokenize and the subsequent contribution of services for the development of the Technology Portfolio by Tokenize and Magic, GBT Tokenize has been able to continue in operation, which has benefited the Company despite its contribution of 166 million shares of common stock valued at approximately $50,000. In order to maintain its 50% ownership interest in GBT Tokenize, the Company agreed to contribute its portfolio of intellectual property to GBT Tokenize and issue to GBT Tokenize 1,000 shares of Series I Preferred Stock (the “Series I Stock”) with a stated value of $ 35,000 per share which is convertible into common stock of the Company by dividing the stated value by the conversion price of $ 0.0035 , which, if converted in full would result in the issuance of 10 billion shares of common stock of the Company. Further, the Series I Stock will vote on an as converted basis. As of December 31, 2025 and 2024, there are 1,000 shares of Series I Preferred Shares outstanding, respectively. Treasury Shares On April 25, 2011, the Company issued a press release announcing that its Board of Directors approved a share repurchase program. Under the program, the Company is authorized to purchase up to 200-post-split (1,000,000 pre-split) of its shares of common stock in open market transactions at the discretion of management. All stock repurchases will be subject to the requirements of Rule 10b-18 under the Securities Exchange Act of 1934, as amended and other rules that govern such purchases. As of December 31, 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. Warrants The following is a summary of warrant activity. Schedule of warrant activity Weighted Weighted Average Average Remaining Aggregate Warrants Exercise Contractual Intrinsic Outstanding Price Life Value Outstanding, December 31, 2024 400 $ 1,595 0.02 $ — Granted — — Expired ( 400 ) ( 1,595 ) — — Exercised — — — — Outstanding, December 31 , 2025 — $ — — $ — Exercisable, December 31 , 2025 — $ — — $ — Stock Loan Receivable On January 8, 2019, the Company entered into a Stock Pledge Agreement with Latin American Exchange Latinex Casa de Cambio, S.A., a Costa Rica corporation (“Latinex”), to provide that Latinex may maintain its required regulatory capital as required by various regulators. The Company 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 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 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 sheets. 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. F- 23 Note 12 - Contingencies IP’s Sale Effective as of March 20, 2024, Tokeniz, entered into a Patent Purchase Agreement with VisionWave Technologies Inc. (“VisionWave”) pursuant to which VisionWave agreed to acquire from Tokenize the entire right, title, and interest of certain patents and patent applications providing an intellectual property basis for a machine learning driven technology that controls radio wave transmissions, analyzes their reflections data, and constructs 2D/3D images of stationary and in motion objects (“VisionWave PPA”). The Purchase Price for the asset is $ 30,000,000 (the “Purchase Price”), which VisionWave will pay with shares of common stock, $0.0001 par value per share (the “Common Stock”). The Parties agree that the final Purchase Price may be adjusted and will be governed by a valuation report issued by a professional third party (“Valuation”). If the final Purchase Price per Valuation is less than $ 30,000,000 , Tokenize has the option to cancel this Agreement. In accordance therewith, VisionWave agreed to issue and deliver to Tokenize, 1,000 shares of Common Stock (the “Shares”) representing 50% of VisionWave’s issued and outstanding shares of Common Stock, where the remainder of the 50% of VisionWave’s issued and outstanding shares of Common Stock are owned by a corporation controlled by Stanley Hills. Effective June 4, 2024 Tokenize been issued additional 222 shares from VisionWave for consideration of 10 million AVAI shares that been vested under VisionWave name. 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. 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. . Here is the breakdown of the Company and Tokenize holdings in VisionWave Holdings post closings: Schedule of shareholder’s Shareholder’s Name No. Of Shares % of Shares Held GBT Tokenize Corp. 897,102 6.286 % GBT Technologies, Inc. 2,020,500 14.158 % Note 13 – Concentrations Liquidity risk The Company has an accumulated deficit of $ 295,999,160 and has a working capital deficit of $ 10,647,152 as of December 31, 2025, which raises substantial doubt about its ability to continue as a going concern as the Company does not have sufficient funds to discharge its current liabilities. Note 14 - Income Taxes At December 31, 2025 and 2024, the significant components of the deferred tax assets are summarized below: F- 24 Schedule of deferred tax assets December 31, December 31, 2025 2024 Deferred income tax asset Net operating loss carryforwards $ 6,776,646 $ 6,736,778 Total deferred income tax asset 6,776,646 6,736,778 Less: valuation allowance ( 6,776,646 ) ( 6,736,778 ) Total deferred income tax asset $ — $ — The valuation allowance increased by $ 331,244 and decreased by $ 3,479,332 in 2025 and 2024, respectively, as a result of the Company generating a gain from change in fair value of derivatives and gain from debt modifications. No income tax expense reflected in the consolidated statements of income for the years 2025 and 2024. The reconciliation of the effective income tax rate to the federal statutory rate for the years ended December 31, 2025 and 2024 is as follows: Schedule of effective income tax rate reconciliation 2025 2024 Amount Percent Amount Percent Federal statutory rates $ 152,548 21.0 % $ 4,349,165 21.0 % State income taxes 361 8.84 % 1,656,825 8.0 % Permanent differences ( 888 ) - 0.12 % ( 2,526,658 ) - 12.2 % Valuation allowance against net deferred tax assets ( 152,020 ) - 29.96 % ( 3,479,332 ) - 16.8 % Effective rate $ — — % $ — — % The Company periodically evaluates the likelihood of the realization of deferred tax assets and adjusts the carrying amount of the deferred tax assets by the valuation allowance to the extent the future realization of the deferred tax assets is not judged to be more likely than not. The Company considers many factors when assessing the likelihood of future realization of its deferred tax assets, including its recent cumulative earnings experience by taxing jurisdiction, expectations of future taxable income or loss, the carryforward periods available to the Company for tax reporting purposes, and other relevant factors. Future changes in the unrecognized tax benefit will have no impact on the effective tax rate due to the existence of the valuation allowance. The Company estimates that the unrecognized tax benefit will not change significantly within the next twelve months. The Company will continue to classify income tax penalties and interest as part of general and administrative expense in its consolidated statements of operations. There were no interest or penalties accrued as of December 31, 2025 and 2024. Note 17 - Subsequent Events The Company has evaluated its operations subsequent to December 31, 2025 to the date these audited consolidated financial statements were available to be issued and determined the following subsequent events and transactions required disclosure in these consolidated financial statements. VWAV BOCA JV On January 9, 2026, VisionWave Holdings, Inc. (“VWAV”) entered into a Strategic Joint Venture Agreement (the “Agreement”) with BOCA JOM, LLC (“BOCA”), GBT Tokenize Corp. (“TOKENIZE”), and GBT Technologies, Inc. (“GBT”). Pursuant to the Agreement, the parties agreed to form a joint venture limited liability company in the State of Nevada (the “JV LLC”) for the purpose of developing, commercializing, and managing designated electronic design automation (EDA), defense, and high-security technology projects (the “Designated Projects”). Certain details regarding the Designated Projects have been omitted due to their confidential and sensitive nature. This transaction represents a strategic shift in the Company’s business focus into a new line of operations involving advanced technology development and commercialization. As of the date of this report, the JV LLC is in the development and early-stage operational phase, and no revenue has been generated from the Designated Projects. F- 25 JV Structure and Ownership Equity interests in the JV LLC were determined using an internal reference value of $1.0 billion solely to facilitate negotiation of ownership percentages. This internal value is not a statement of the JV’s actual fair market value and was reached without the benefit of an independent third-party valuation or fairness opinion. Accordingly, stockholders and investors are cautioned not to place undue reliance on this figure as an indication of the value of the JV, its assets, or the Company’s interest therein for securities law purposes or otherwise. Ownership of the JV LLC is expected to be allocated among the parties as set forth in the Agreement and related exhibits. Contributions ● TOKENIZE will contribute 897,102 shares of VWAV’s common stock and its intellectual property portfolio. ● GBT will contribute 2,020,500 shares of VWAV’s common stock. ● BOCA will contribute the Designated Projects. ● BOCA and the Company will each enter into non-exclusive license agreements granting the JV LLC rights to use certain background intellectual property solely for the Designated Projects. All contributions of VWAV securities are subject to compliance with applicable securities laws and Nasdaq Listing Rules, including obtaining shareholder approval if required under Nasdaq Rule 5635. Governance The JV LLC will be governed by a three-member board, with governance and deadlock resolution mechanisms to be set forth in a separate operating agreement. TOKENIZE and GBT will not participate in management or governance of the JV LLC. The Agreement provides that VWAV may appoint a director to BOCA’s board. Any appointment of a BOCA designee to the Company’s board would be subject to approval by the VWAV’s independent directors, compliance with Nasdaq rules, and, if applicable, shareholder approval. Intellectual Property ● Intellectual property developed by the JV LLC (“Foreground IP”) will be owned by the JV LLC. ● Each party retains ownership of its independently developed intellectual property. ● License rights terminate upon termination of the Agreement, subject to limited survival for existing customer obligations. Termination and Regulatory Matters The Agreement has an initial term of seven years and includes customary termination rights, including termination if required regulatory approvals (such as CFIUS or export control approvals) are denied. If no Designated P roject generates revenue within twelve months following formation of the JV LLC, the Agreement may be terminated and contributed consideration returned, subject to board-level fiduciary determinations. The transactions contemplated by the Agreement are subject to customary closing conditions, including receipt of regulatory approvals and execution of the JV LLC operating agreement. F- 26 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 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. Mr. 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. Bertagna. 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): ● Term: The initial term is six (6) months from the Effective Date, unless earlier terminated in accordance with the terms of the Employment Agreement. ● Base Salary: $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. 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. ● Benefits: Mr. 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. Bertagna and any director or executive officer of the Company. Mr. 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 5, 2026, Mansour Khatib resigned from the Board of Directors (the “Board”) of GBT Technologies, Inc. (the “Company”), effective as of such date. Mr. 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. F- 27 On February 6, 2026, immediately prior to Mr. 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, effective upon his acceptance of such appointment, which acceptance occurred immediately prior to the filing of a Current Report on Form 8-K. Mr. 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. There are no family relationships between Mr. Bertagna and any director or executive officer of the Company. Mr. 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 to the Board was approved by the Board pursuant to a written consent. Settlement Agreement On February 5, 2026, the Company entered into a Settlement Agreement (the “Settlement Agreement”) with a service provider. Pursuant to the Settlement Agreement, the Company settled $180,000 in accrued and unpaid legal fees owed to the service provided for services rendered from February 2023 through January 2026 by issuing a Convertible Promissory Note in the principal amount of $180,000 (the “Note”). The Note matures on June 30, 2027 and bears interest at 8% per annum (increasing to 12% upon an event of default). The Note is convertible at any time, in whole or in part, at the holder’s option, into shares of the Company’s common stock, par value $0.00001 per share, at a conversion price equal to the lower of (i) $0.0001 per share or (ii) 50% of the average of the ten (10) lowest closing bid prices during the ten (10) consecutive trading days immediately preceding the conversion date, provided that the conversion price shall in no event be less than $0.00001 per share (the “Floor Price”). The Note contains customary anti-dilution adjustments for stock splits, dividends and similar events, but the Floor Price is not subject to adjustment. The Note includes a 4.99% beneficial ownership limitation (which may be increased to 9.99% upon 61 days’ prior notice by the holder) and may be prepaid only with the written consent of the holder. Upon issuance of the Note, all claims related to the settled legal fees were fully released by both parties, with no admission of liability. Changes in Registrant’s Certifying Accountant. On January 16, 2026, GBT Technologies Inc. (the “Company”) dismissed M.S. Madhava Rao as the Company’s independent registered public accounting firm, due to his announcement of retiring. 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 of M.S. 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). F- 28 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 U.S. 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. If M.S. 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. 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, 206, 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 S-K) F-29