true 2023 FY Explanatory Note GBT Technologies, Inc. (the "Company") is filing this Amendment No. 1 on Form 10-K/A (the "Amendment") to address the comments received from the U.S. Securities and Exchange Commission (the "SEC") in their letter dated August 14, 2024, regarding our Form 10-K for the fiscal year ended December 31, 2023. Specifically, the Company is amending the filing to revise the Report of the Independent Registered Public Accounting Firm to cover the balance sheets as of December 31, 2023, and December 31, 2022, and the related statements of operations, stockholders' equity (deficit), and cash flows for each of the years then ended, as required by Rules 2-02 and 8-02 of Regulation S-X. Pursuant to the rules of the SEC, Part IV, Item 15 of the original Form 10-K has been amended to include the updated auditor's report, as well as currently-dated certifications. Except as described above, this Amendment does not amend, modify or update the information in, or exhibits to, the Original 10-K, and we have not updated disclosures included therein to reflect any subsequent developments or events. This Amendment should be read in conjunction with the Original 10-K and with our other filings made with the SEC subsequent to the filing of the Original 10-K. 0001471781

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 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K/A

 ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended: December 31, 2023

 TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 Commission File Number: 000-54530

 (Exact name of registrant as specified in its charter)

 N/A

 (Former name of registrant as specified in its charter)

 Nevada

 27-0603137

 State or other jurisdiction of

 I.R.S. Employer

 incorporation or organization

 Identification Number

 8557 West Knoll Dr. West Hollywood CA 90069

 (Address of principal executive
offices)

 Issuer's telephone number:
 888 - 685-7336

 Securities registered under Section
12(b) of the Exchange Act: None

 Securities registered under Section
12(g) of the Exchange Act: Common Stock, $0.00001 par value per share

 Indicate by check mark if the
registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
 No

 Indicate by check mark if the registrant is not required
to file reports pursuant to Section 13 or Section 15 (d) of the Act. Yes No

 Indicate by check mark whether the registrant (1)
has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.) Yes No

 Indicate by check mark whether the registrant has
submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to
submit and post such files). Yes No

 Indicate by check mark if disclosure of delinquent
filers in response to Item 405 of Regulation S-K is not contained herein, and will be contained, to the best of the registrant's
knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K.

 Indicate by check mark whether the registrant is
a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of "accelerated
filer, large accelerated filer or smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller Reporting Company

 Emerging growth company

 If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.

 Indicate by check mark whether the registrant
has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over
financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that
prepared or issued its audit report.

 Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act) Yes No

 As of June, 30, 2023, the market value of our common
stock held by non-affiliates was approximately $ 976,950 which is computed based upon the closing price on that date of the Common Stock
of the registrant on the OTC PINK maintained by OTC Markets Group Inc. of $0.002. For purposes of this response, the registrant has assumed
that its directors, executive officers and beneficial owners of 5% or more of its Common Stock are deemed affiliates of the registrant.

 As of April 19, 2024, 16,813,229,180 shares of common stock, $.00001 par
value per share, of the registrant were outstanding.

 Documents incorporated by reference: None

 Explanatory Note

 GBT Technologies, Inc. (the
"Company") is filing this Amendment No. 1 on Form 10-K/A (the "Amendment") to address the comments received from
the U.S. Securities and Exchange Commission (the "SEC") in their letter dated August 14, 2024, regarding our Form 10-K for
the fiscal year ended December 31, 2023. Specifically, the Company is amending the filing to revise the Report of the Independent Registered
Public Accounting Firm to cover the balance sheets as of December 31, 2023, and December 31, 2022, and the related statements of operations,
stockholders' equity (deficit), and cash flows for each of the years then ended, as required by Rules 2-02 and 8-02 of Regulation S-X.

 Pursuant to the rules of the
SEC, Part IV, Item 15 of the original Form 10-K has been amended to include the updated auditor's report, as well as currently-dated
certifications.

 Except as described above,
this Amendment does not amend, modify or update the information in, or exhibits to, the Original 10-K, and we have not updated disclosures
included therein to reflect any subsequent developments or events. This Amendment should be read in conjunction with the Original 10-K
and with our other filings made with the SEC subsequent to the filing of the Original 10-K.

 FORM 10-K/A

 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023

 Page

 ITEM 1.

 BUSINESS

 ITEM 1A.

 RISK FACTORS

 ITEM 1B.

 UNRESOLVED STAFF COMMENTS

 ITEM 2.

 PROPERTIES

 ITEM 3.

 LEGAL PROCEEDINGS

 ITEM 4.

 MINE SAFETY DISCLOSURES

 ITEM 5.

 MARKET
 FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 ITEM 6.

 RESERVED

 ITEM 7.

 MANAGEMENT'S
 DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 ITEM 7A.

 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
 RISK

 ITEM 8.

 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 ITEM 9.

 CHANGES
 IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 ITEM 9A.

 CONTROLS AND PROCEDURES

 ITEM 9B.

 OTHER INFORMATION

 ITEM 9C

 DISCLOSURES REGARDING FOREIGN JURISDICATIONS THAT PREVENT
 INSPECTIONS

 ITEM 10.

 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 ITEM 11.

 EXECUTIVE COMPENSATION

 ITEM 12.

 SECURITY
 OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 ITEM 13.

 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND
 DIRECTOR INDEPENDENCE

 ITEM 14.

 PRINCIPAL ACCOUNTANT FEES AND SERVICES

 ITEM 15.

 EXHIBITS

 ITEM 16.

 FORM 10-K SUMMARY

 SIGNATURES

 INDEX TO FINANCIAL STATEMENTS

 i

 STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 In this annual report, references to "GBT",
"GOPH", "GTCH" or "the Company," or "we," or "us," and "our"
refer to GBT Technologies Inc. or f/k/a Gopher Protocol Inc. Except for the historical information contained herein, some of the statements
in this report contain forward-looking statements that involve risks and uncertainties. These statements are found in the sections entitled
"Business," "Management's Discussion and Analysis of Financial Condition and Results of Operations," and
"Quantitative and Qualitative Disclosures about Market Risk." They include statements concerning: our business strategy;
expectations of market and customer response; liquidity and capital expenditures; future sources of revenues; expansion of our proposed
product line; and trends in industry activity generally. In some cases, you can identify forward-looking statements by words such as
"may," "will," "should," "expect," "plan," "could," "anticipate,"
"intend," "believe," "estimate," "predict," "potential," "goal,"
or "continue" or similar terminology. These statements are only predictions and involve known and unknown risks, uncertainties
and other factors, including, but not limited to, the risks outlined under "Risk Factors," that may cause our or our industry's
actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity,
performance or achievements expressed or implied by such forward-looking statements. For example, assumptions that could cause actual
results to vary materially from future results include, but are not limited to our ability to successfully develop and market our products
to customers; our ability to generate customer demand for our products in our target markets; the development of our target markets and
market opportunities; our ability to manufacture suitable products at a competitive cost; market pricing for our products and for competing
products; the extent of increasing competition; technological developments in our target markets and the development of alternate, competing
technologies in them; and sales of shares by existing shareholders. Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Unless we are required
to do so under U.S. federal securities laws or other applicable laws, we do not intend to update or revise any forward-looking statements.

 Below is a summary of material
factors that make an investment in our securities speculative or risky. Importantly, this summary does not address all of the risks and
uncertainties that we face. Additional discussion of the risks and uncertainties summarized in this risk factor summary, as well as other
risks and uncertainties that we face, can be found under 'Risk Factors' in Part I, Item 1A of this Annual Report on Form
10-K. The below summary is qualified in its entirety by that more complete discussion of such risks and uncertainties. You should consider
carefully the risks and uncertainties described under 'Risk Factors' in Part I, Item 1A of this Annual Report on Form 10-K
as part of your evaluation of an investment in our securities.

 We have a limited operating history in an evolving industry, which
 makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful.

 Our limited operating history makes it difficult for us to evaluate
 our future business prospects and make decisions based on those estimates of our future performance.

 The COVID-19 outbreak caused disruptions in our development operations,
 which have resulted in delays in existing projects and may have additional negative impacts on our operations.

 Our results of operations have not resulted in profitability and we
 may not be able to achieve profitability going forward.

 We have not generated positive cash flow from operations and our ability
 to generate positive cash flow is uncertain. If we are unable to generate positive cash flow or obtain sufficient capital when needed,
 our business and future prospects will be adversely affected and we could be forced to suspend or discontinue operations.

 We will require additional capital to support business growth and this
 capital might not be available on acceptable terms, if at all.

 We depend upon key personnel and need additional personnel.

 Our business requires substantial capital and if we are unable to maintain
 adequate cash flows from operations our profitability and financial condition will suffer and jeopardize our ability to continue
 operations.

 There is currently a limited public market for our common stock. Failure
 to further develop or maintain a trading market could negatively affect the value of our common stock and make it difficult or impossible
 for you to sell your stock.

 If we fail to maintain an effective system of internal controls, we
 may not be able to accurately report our financial results or prevent fraud. As a result, current and potential stockholders could
 lose confidence in our financial reporting, which would harm our business and the trading price of our stock.

 Because we are quoted on the OTC PINK marketplace instead of a national
 securities exchange, our investors may experience significant volatility in the market price of our stock and have difficulty selling
 their shares.

 Our stock price and trading volume may be volatile, which could result
 in substantial losses for our stockholders.

 We have not paid dividends in the past and have no immediate plans
 to pay cash dividends.

 Shares eligible for future sale may adversely affect the market for
 our Common Stock.

 You may experience future dilution as a result of future equity offerings.

 Our charter documents and Nevada law may inhibit a takeover that stockholders
 consider favorable.

 There are limitations on director/officer liability.

 Penny stock regulations may impose certain restrictions on marketability
 of our securities.

 FINRA sales practice requirements may limit a stockholder's ability
 to buy and sell our stock.

 ITEM 1. DESCRIPTION OF BUSINESS

 OVERVIEW

 GBT Technologies Inc. (formally known as Gopher Protocol
Inc., the "Company", "GBT", "Gopher", "Gopher Protocol" "GOPH" or "GTCH")
was incorporated on July 22, 2009 under the laws of the State of Nevada. The Company via its 50% subsidiary, 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. Effective August 5, 2019, the Company changed its name from Gopher Protocol Inc. to GBT Technologies
Inc. The Company technologies can be grouping as (i) the provision of IT consulting services; and (ii) from the licensing of its
technology. (ii) from selling electronic products through e-commerce platforms. (iv) an advanced RF-based computer vision system, to
utilize this platform potential to significantly enhance object detection and imaging capabilities, using radio waves to create detailed
2D and 3D images.On February 18, 2022 the Company, effective March 1, 2022 entered into a Revenue Sharing Agreement ("RSA")
with Mahaser LTD. ("Mahaser") pursuant to which the Company shares revenues generated by Mahaser with respect to e-commerce
sales through the online retail platform in the United States of America. Effective July 1, 2023, the Company agreed to terminate the
RSA with Mahaser Ltd.

 GBT Tokenize Joint Venture
(Impaired in 2021)

 On March 6, 2020, the Company through Greenwich entered
into a Joint Venture and Territorial License Agreement (the "2020 Tokenize Agreement") with Tokenize-It, S.A. ("Tokenize").
Under the 2020 Tokenize Agreement, the parties formed GBT Tokenize and Tokenize contributed its technology portfolio as described in
the 2020 Tokenize Agreement with each Tokenize and the Company owning 50% of GBT Tokenize. The purpose of GBT Tokenize is to develop,
maintain and support source codes for its proprietary technologies including advanced mobile chip technologies, tracking, radio technologies,
AI core engine, electronic design automation, mesh, games, data storage, networking, IT services, business process outsourcing development
services, customer service, technical support and quality assurance for business, customizable and dedicated inbound and outbound calls
solutions, as well as digital communications processing for enterprises and start-ups ("Technology Portfolio"). In addition
to the Technology Portfolio, Tokenize contributed the services and resources for the development of the Technology Portfolio to GBT Tokenize.
The Company contributed 2,000,000 shares of common stock.

 On May 28, 2021, the parties agreed to amend the
2020 Tokenize Agreement to expand the territory granted for the Technology Portfolio under the license to GBT Tokenize to include the
entire continental United States. The Company issued GBT Tokenize an additional 14,000,000 shares of common stock. On June
30, 2021, Tokenize and its shareholder assigned all their rights under the 2020 Tokenize Agreement, including the Company's pledged
50% ownership in GBT Tokenize to Magic.

 On April 11, 2022, the Company, through Greenwich,
entered into a Master Joint Venture and Territorial License Agreement (the "2022 Tokenize Agreement") with Magic and Tokenize
which replaced the 2020 Tokenize Agreement. The Company issued GBT Tokenize an additional 150,000,000 shares of common stock
of the Company.

 GBT Tokenize has developed a vital device based on
the Technology Portfolio that is ready for commercialization, as well as certain derivative technologies, which positioned GBT Tokenize
to further develop or license certain code sources. On April 3, 2023, GBT Tokenize entered its first commercial transaction to date through
the sale of the Avant-AI! technology that been developed by GBT Tokenize, based on the Technology Portfolio pursuant to which GBT Tokenize
received 26,000,000 shares of common stock of Buyer's shares – Avant Technologies, Inc.

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.

 On November 2, 2023, the Company received a notice
of completion (notice # 508205896) of the recoding of assignment for its portfolio of intellectual property to GBT Tokenize. The assignment
was recorded by the assignment recording branch of the U.S. Patent and Trademark Office. A complete copy of this assignment is available
at the assignment branch room on the reel and frame number 065420/0434 (in total 16 pages).

 Active Investments:

 VisionWave:

 Effective as of March
19, 2024, Tokenize, the Company entered into a Patent Purchase Agreement with VisionWave Technologies Inc. ("VisionWave")
pursuant to which VisionWave agreed to acquire from Tokenize the entire right, title, and interest of certain patents and patent applications
providing an intellectual property basis for a machine learning driven technology that controls radio wave transmissions, analyzes their
reflections data, and constructs 2D/3D images of stationary and in motion objects ("VisionWave PPA"). The Purchase Price
for the asset is $30,000,000 (the "Purchase Price"), which VisionWave will pay with shares of common stock, $0.0001 par value
per share (the "Common Stock"). The Parties agree that the final Purchase Price may be adjusted and will be governed by a
valuation report issued by a professional third party ("Valuation"). If the final Purchase Price per the Valuation is less
than $30,000,000, Tokenize has the option to cancel this Agreement. In accordance therewith, VisionWave agreed to issue and deliver to
Tokenize, 1,000 shares of Common Stock (the "Shares") representing 50% of VisionWave's issued and outstanding shares
of Common Stock, where the remainder of the 50% of VisionWave's issued and outstanding shares of Common Stock are owned by a corporation
controlled by a third party.

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

 Avant Investment:

 On April 3, 2023, Tokenize entered into an Asset
Purchase Agreement ("APA") with Avant Technologies, Inc (prior name: Trend Innovation Holdings, Inc. "AVAI"),
in which GBT consented, pursuant to which Tokenize sold certain assets relating to proprietary system and method named Avant-Ai, which
is a text-generation, deep learning self-training model (the "System").

 In consideration of acquiring the System, AVAI is
required to issue to the Seller 26,000,000 common shares of AVAI (the "Shares"). The Shares been pledge to a third
party as a collateral.

 In addition, AVAI, Tokenize and GBT entered into
a license agreement regarding the System, granting Tokenize and/or GBT a perpetual, irrevocable, non-exclusive, non-transferable license
for using the System to be used in its own development, as in-house tool, where Tokenize or GBT may not sublicense its rights hereunder
to any customer or client.

 MetAlert (prior name GTX Corp):

 On April 12, 2022, Tokenize, 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 $8,846 as of June 30, 2023 based on level 1 stock price in OTC markets.

 The GTX Notes bear 10% interest and 50% of the principal
may be converted into shares of common stock on a one-time basis at a conversion price of $0.01 per share. The remaining 50% of the
principal must be paid in cash. The closing occurred on April 12, 2022. As of December 31, 2023, the Company wrote off the 50% of the
convertible principal with all unpaid interest in total of $65,613 due to the collectability issue.

 GTX changed its name into Metalert Inc. 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 of the convertible principal with all unpaid interest in total
of $95,770 due to the collectability issue.

 MetAlert designs, manufactures and
sells various interrelated and complementary products and services in the wearable technology and IoMT (Internet of Medical Things) marketplace.

 On or about January 31, 2023 GTB Tokenize Corp the
Company's 50% owned subsidiary, assigned $7,500 from the GTX Notes to Stanley Hills, LLC, which in turn converted said $7,500 plus
interest into 812,671 GTX shares. Stanley Hills, LLC credit GBT Tokenize for $146,037 for the transaction, reducing its credit outstanding
balances with the Company and GBT Tokenize Corp.

 As of December 31, 2022,
the notes had an outstanding balance of $190,000 and accrued interest of $8,475. As of December 31, 2023, the notes had an outstanding
balance of $46,250 and accrued interest of $0.

 As of December 31, 2023 and 2022, the marketable
security had a FV of $1,692 and $12,358, respectively.

 Wireless mesh networking:

 Wireless mesh networks consist of LAN/MAN/WAN solutions
that are infrastructural-intensive, may rely on regulated frequencies and bandwidth, often have so-called "last mile" problems
areas where either economics or population density make it too expensive for current solutions to cover, and difficult to manage centrally.
The Company's GopherInsight platform makes it easy to add and manage last mile capacity. The solution is easily integrated into
existing networks. The Company's AI platform is designed for easy integration with, and management of, additional coverage for
customer networks.

 Wireless mesh networking marke ts - The Company potentially will
target telecommunications providers, corporate entities that run LAN or wide-area networks, universities, and government entities.

 Wireless mesh networking markets competition - The competitors for wireless
mesh networking solutions, and AI solutions, are the entities themselves that have their own capability. The Company's strategy
is to integrate and "wrap around" those solutions to make them more efficient, less costly, and less infrastructural-intensive,
while at the same time solving last mile problems to the end user.

 AlKhatib Consulting Group:

 On February 1, 2023, the Company engaged AlKhatib
Consulting Group to provide exclusive representation services in connect with managing market partners, effective on February 1, 2023
for 24 consecutive months.

 IDL Representation Agreement

 On August 17, 2023, Tokenize, which is 50% owned
by the Company, which provided its consent, entered into a Representation Agreement (the 'RA') with IDL Concepts, LLC (the
'Agent'), to represent Tokenize in a potential purchase transaction facilitated by the Agent transferring all of Tokenize's
right, title, and interest in certain Assigned Patent Rights, as defined in the RA, free and clear of any restrictions, liens, claims,
and encumbrances, and may include rights to technology and software developed by Tokenize. Tokenize owns certain provisional patent applications,
patent applications, patents, and/or related foreign patents and applications, and wishes potentially to sell all right, title, and interest
in such patents and applications and the causes of action to sue for infringement thereof and other enforcement rights. Tokenize will
pay Agent a commission of 20% of any proceeds of any closed transaction under this RA, including all cash, equity payments and any other
form of consideration upon a sale, or any monetization activity under the RA. The RA carved out certain intellectual properties held
by Tokenize that Tokenize is in active negotiation with third parties.

 Non Active Investments:

 GBT Technologies, S.A. ("GBT") (fully impaired in 2019)

 Investment in GBT Technologies,
S.A.

 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 in the principal amount of $10,000,000 issued by the Company (the "Gopher Convertible
Note") as well as the transfer and assignment of a Promissory Note payable by Gopher Protocol Costa Rica Sociedad De Responsabilidad
Limitada to the Company of $5,000,000 dated February 6, 2019 (of which the underlying security for this Promissory Note is 30,000,000
restricted shares of common stock of Mobiquity Technologies, Inc. ("Mobiquity") and 60,000,000 restricted shares of common
stock of Mobiquity.

 The Gopher Convertible Note
bears interest of 6% and is payable at maturity on December 31, 2021. At the election of Gonzalez, the Gopher Convertible Note
can be converted into a maximum of 20,000 shares of Series H Preferred Stock. Each share of Series H Preferred Stock is convertible,
at the option of the holder but subject to the Company increasing its authorized shares of common stock, into such number of shares of
common stock of the Company as determined by dividing the Stated Value ($500 per share) by the conversion price ($500 per share).
The Series H Preferred Stock has no liquidation preference, does not pay dividends and the holder of Series H Preferred Stock shall be
entitled to one vote for each share of common stock that the Series H Preferred Stock may be convertible into. Upon conversion of
the Gopher Convertible Note and the 20,000 shares of Series H Preferred Stock, Gonzalez would be entitled to less than 50% of the resulting
outstanding shares of common stock of the Company following conversion in full and, as a result, such transaction is not considered a
change of control.

 On May 19, 2021, the Company,
entered into a Mutual Release and Settlement Agreement and Irrevocable Assignment of Note Balance Principal and Accrued Interest (the
"Gonzalez Agreement") with third party, GBT-CR, IGOR 1 Corp and Gonzalez. Pursuant to the Gonzalez Agreement, without any
party admission of liability and to avoid litigation, the parties had agreed to (i) extend the GBT Convertible Note maturity date to
December 31,2022, (ii) amend the GBT Convertible Note terms to include a beneficial ownership blocker of 4.99% and a modified conversion
feature to the GBT Convertible Note with 15% discount to the market price during the 20 trading day period ending on the latest complete
trading day prior to the conversion date and (iii) provided for an assignment of the GBT Convertible Note by Gonzalez to a third party.

 GBT-CR is in the business of the strategic management
of BPO (Business Process Outsourcing) digital communications processing for enterprises and startups, distributed ledger technology development,
AI development and fintech software development and applications.

 The Company accounted for its investment in GBT-CR
using the equity method of accounting; however, in 2020, the Company owned less than 20% after GBT-CR issued additional shares to other
investors therefore exercised no control over GBT-CR; therefore, this investment is currently accounted for under the cost method. Moreover,
on March 19, 2020, California Governor Gavin Newsom issued a stay-at-home order to protect the health and well-being of all Californians
and to establish consistency across the state in order to slow the spread of COVID-19. California was therefore under strict quarantine
control and travel has been severely restricted, resulting in disruptions to work, communications, and access to files (due to limited
access to facilities). The stay-at-home order was lifted in California only on January 25, 2021. As such, the Company was unable to access
or to contact GBT-CR on an on-going basis, and cannot get information about GBT-CR.

 Revenue Sharing Agreement – Variable Interest
Entity (VIE) – Discontinued

 On February 18, 2022, the Company, effective
March 1, 2022 entered into a Revenue Sharing Agreement ("RSA") with Mahaser LTD. ("Mahaser") pursuant to which
the Company shares in revenues generated by Mahaser e-commerce sales through the online retail platform in the United States of America.
Mahaser owns an e-commerce platform as a store which is the legal, exclusive owner of Ravenholm Electronics. The Company will operate
the e-commerce platform and entitled to 95% for all revenue generated by and received by Mahaser from March 1, 2022 through December
31, 2022. The RSA provides that the Company will be entitled to appoint a manager to Mahaser. As consideration, the Company will pay
Mahaser $100,000 no later than March 1, 2022 and issue Mahaser 1,000,000 shares of the Company's restricted common
stock. The Company shall have no obligations to make any further payments to Mahaser. For any further extensions, the Company will have
the option to extend the RSA for annual payment of $200,000, which can be payable with the Company's shares of common stock payable
based on 20 days VWAP prior to issuance. On March 16, 2022 the parties entered into Amendment No. 1 to the to the RSA, where all
consideration to be paid or issued to Mahaser will be deferred until such time where the e-commerce platform generated in cumulative
revenue of $1,000,000.

 On March 31, 2022, the parties entered into Amendment
No. 2 to the RSA, where Mahaser agreed to pay the Company 100% per year for all revenue generated by and received by seller from the
sales by Amazon within the United States of America as follows from March 1, 2022 through December 31, 2022. The Company will be responsible
for 100% of the cost of goods sold as well. In addition, the Company is entitled to earn 100% revenues and cost of goods sold of the
period from February 1, 2022 to February 28, 2022. On January 1, 2023 the company extended their partnership to December 31, 2023.

 Effective July 1, 2023 the Company terminated its
joint venture revenue sharing ("Termination Agreement") with Mahaser LTD ("Mahaser"). Until June 30, 2023, the
Company's variable interests in Mahaser obligate the Company to absorb deficits and provide it with the right to receive benefits
that could potentially be significant to Mahaser. The Company evaluated for the period ended on June 30, 2023, whether it has a variable
interest in Mahaser, whether Mahaser is a VIE and whether the Company has a controlling financial interest in Mahaser. The Company concluded
that it has variable interests in Mahaser on the basis of GBT has 100% control over the JV/revenue sharing, and as such should consolidate
the JV into its books and records as it assigned 100% financial responsibility. Mahaser's equity at risk, as defined by GAAP, is
considered to be insufficient to finance its activities without additional support, and, therefore, Mahaser is considered a VIE.

 The following table summarizes the carrying amount
of the assets and liabilities of Mahaser included in the Company's consolidated balance sheets at December 31, 2023 and as December
31, 2022 (after elimination of intercompany transactions and balances):

 Assets of consolidated variable interest entity
("VIE") included in the consolidated balance sheets as of December 31, 2023 (after elimination of intercompany transactions
and balances) consist of:

 Current assets:

 Cash and equivalents

 $
 41,077

 Accounts Receivable

 35,536

 Inventory

 12,860

 Other current asset

 Total current assets

 $
 89,925

 Liabilities of consolidated
VIE included in the consolidated balance sheets above (after elimination of intercompany transactions and balances) consist of:

 Current liabilities

 Total current liabilities

 $
 169,279

 Statements of operations of
consolidated VIE included in the consolidated statements of operations above (after elimination of intercompany transactions and balances)
consist of:

 Statements of operations

 Sales

 $
 349,204

 Cost of goods sold

 324,918

 Gross profit

 (24,286
)

 General and administrative expenses

 62,671

 Net Income

 $
 (38,385
)

 Assets of consolidated variable interest entity
("VIE") included in the consolidated balance sheets as of December 31, 2022 (after elimination of intercompany transactions
and balances) consist of:

 Current assets:

 Cash and equivalents

 $
 93,581

 Inventory

 11,569

 Due From related party

 20,270

 Total current assets

 $
 125,420

 Liabilities of consolidated
VIE included in the consolidated balance sheets above (after elimination of intercompany transactions and balances) consist of:

 Current liabilities

 Total current liabilities

 $
 94,496

 Statements of operations of
consolidated VIE included in the consolidated statements of operations above (after elimination of intercompany transactions and balances)
consist of:

 Statements of operations

 Sales

 $
 1,107,555

 Cost of goods
 sold

 817,754

 Gross profit

 289,801

 General and
 administrative expenses

 330,647

 Net Loss

 $
 40,846

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

 TGHI Agreement (fully depreciated):

 On January 28, 2022, the Company entered
into a Stock Purchase Agreement with Marko Radisic (the "Seller") and Touchpoint Group Holdings, Inc. ("TGHI")
pursuant to which the Company acquired 10,000 shares of Series A Convertible Preferred Stock (the "Touchpoint Preferred")
from the Seller for $125,000. The Touchpoint Preferred is convertible into 10,000,000 shares of common stock of Touchpoint.
On February 22, 2022, the Company entered into an Intellectual Property License and Royalty Agreement with TGHI pursuant
to which the Company granted TGHI a worldwide license for its technologies for five years in the domains of Internet of Things (IoT)
and Artificial Intelligence enabled mobile technologies pertaining to the Company's digital currency technology (the "Technology").
GBT will charge TGHI earned royalties based on actual uses by TGHI of the Technology resulting from revenue attributable to the use,
performance or other exploitation of the Technology, to the extent applicable, after deducting any taxes that the Company may be required
to collect, and deducting any international sales, goods and services, value added taxes or similar taxes which the Company is required
to pay, if any, excluding deductions for taxes on the Company net income. TGHI agreed to issue the Company 10,000,000 shares
of common stock of TGHI in the FV of $50,000 as a one-time fee for the Company entering this Intellectual Property License and Royalty
Agreement, which was booked contract liabilities and amortized over the five-year term. The Company has yet to earn any royalty income
under this agreement as of December 31, 2023. TGHI converted the Touchpoint Preferred into 10,000,000 shares of common stock
of Touchpoint on February 23, 2022 resulting in the Company owning 20,000,000 shares of common stock of Touchpoint in total
FV of $2,000 as of June 30, 2023 based on level 1 stock price in OTC markets.

 On or about May 10, 2023 TGHI filed with the SEC
Form 15 choosing to become a none reporting entity. As such the Company depreciate its entire investment with TGHI.

 Metaverse Agreements (Voided)

 On June 10, 2022, the Company, entered into a Joint
Venture and Territorial License Agreement (the "Metaverse Agreement") with Ildar Gainulin and Maria Belova (collectively,
the "Licensor"). Under the Metaverse Agreement, the parties formed Metaverse Kit Corp., a Nevada corporation ("Metaverse
Kit"). The purpose of Metaverse Kit was to develop, maintain and support source codes for its proprietary technologies and comprehensive
platform that combines a core virtual reality platform and an extended set of real-world functions to provide a metaverse experience
initially within the area of sports and then expanding into virtual worlds of entertainment, live events, gaming, communications and
other cross over product opportunities (the "Meta Portfolio"). Under the Metaverse Agreement, Licensor agreed to provide
Metaverse Kit with the licensed technology and expertise. In connection therewith, the parties entered an Asset Purchase Agreement (the
"Metaverse APA") concurrently with the Metaverse Agreement whereby Licensor sold Metaverse Kit all source codes pertaining
to the Meta Portfolio. Further, Licensor provided an exclusive license to Metaverse Kit throughout the world for the invented product/service
and the related platforms relating to the Meta Portfolio and to use the know how to develop, manufacture, sell, market and distribute
the Meta Portfolio throughout the world. The Company was required to contribute 500,000,000 shares of common stock of the Company
("GBT Shares") to Metaverse Kit. Licensor and the Company were to each own 50% of Metaverse Kit. The Company pledged its 50%
ownership in Metaverse Kit to Igor 1 Corp. to secure a convertible note held by Igor 1 Corp. The Company was to appoint two directors
and Licensor was allowed to appoint one director of Metaverse Kit. In addition, Metaverse Kit, Licensor and Elentina Group, LLC ("Elentina")
entered into a Consulting Agreements in which IGBM and Elentina, each were engaged to provide services for $25,000 per month payable
quarterly which Metaverse Kit has the option to pay in shares of common stock calculated by the amount owed divided by the Company's
10-day VWAP. Licensor and Elentina were to provide services in connection with the development of the business as well as Metaverse Kit's
capital raising efforts. The term of the Consulting Agreement was two years. The closing of the Metaverse Agreement occurred on June
13, 2022.

 On March 14, 2023, the Company
received a counter signed Settlement Agreement and Release by Licensor dated March 2, 2023 ("Settlement Agreement"). Pursuant
to the Settlement Agreement, the parties agreed that Metaverse Agreement, the Metaverse APA and the Consulting Agreement are void and
cancelled. Licensor agreed to pay $5,000 to the Company as settlement payment and surrender their shares in Metaverse Kit.

 Regulatory

 The Company seeks to conduct business with US
government agencies and hired a consulting firm for general guidance with the GSA (General Services Administration) application process.
GSA approval status describes an organization that have been approved to sell to the US Government through the U.S. General Services
Administration (GSA). The GSA is an independent agency of the United States Government that was established in 1949 to help manage, approve,
and facilitate government contracts, products, bids and verify that product and services properly sourced under the US Government guidelines.
The GSA is the purchasing department of the US Government and lists contracts or schedules potential vendors that can bid on to get government
business. To become eligible to bid on a GSA schedule, it is required to complete several important steps, among them are registering
in the government's SAM (System for Award Management), and providing previous customer contact information as a means for the GSA
to perform a past performance evaluation. More information can be found on GSA web site at:  The Company applied
and received their extension notice for SAM registration #832011626/91FW3 until May 2023. The active status makes GBT eligible to potentially
contract business with US government contractors and sub-contractors, local cities or receive federal funds. SAM (www.sam.gov) is a central
registration system for government contractors and suppliers. To remain eligible to do business with the federal government, an entity
must renew its registration with SAM every year.

 Intellectual Property

 Per the 2023 Tokenize Agreement which restated and
replaced the 2022 Tokenize Agreement, the Company assigned its entire IP Portfolio to Tokenize. On November 2, 2023, the Company received
a notice of completion (notice # 508205896) of the recoding of assignment for its portfolio of intellectual property to Tokenize. The
assignment was recorded by the assignment recording branch of the U.S. Patent and Trademark Office. A complete copy of this assignment
is available at the assignment branch room on the reel and frame number 065420/0434 (in total 16 pages).

 Employees

 As of December 31, 2023, we had 3 full time employees and 1 part time
employees. We also utilize outside consultants and contractors as needed.

 Clients and Customers

 Sales for both the years ended December 31, 2023
and 2022 were $0 and $90,000. Sales are derived from providing IT consulting services.

 ITEM 1A. RISK FACTORS

 As a Smaller Reporting Company, the Company is not
required to include the disclosure under this Item 1A. Risk Factors. Despite the fact that we are not required to provide risk factors,
we consider the following factors to be risks to our continued growth and development:

 WE HAVE A LIMITED OPERATING HISTORY IN AN EVOLVING
INDUSTRY, WHICH MAKES IT DIFFICULT TO EVALUATE OUR FUTURE PROSPECTS AND MAY INCREASE THE RISK THAT WE WILL NOT BE SUCCESSFUL.

 We have a limited operating history in an evolving
industry that may not develop as expected. Assessing our business and future prospects is challenging in light of the risks and difficulties
we may encounter. These risks and difficulties include our ability to:

 accurately forecast our revenues
 and plan our operating expenses;

 successfully expand our business;

 assimilate our acquisitions;

 adapt to rapidly evolving
 trends in the ways consumers and businesses interact with technology;

 avoid interruptions or disruptions
 in the offering of our products and our services;

 develop a scalable, high-performance
 technology infrastructure that can efficiently and reliably handle increased usage, as well as the deployment of new features and
 products;

 hire, integrate and retain
 talented sales, customer service, technology and other personnel; and

 effectively manage rapid
 growth in personnel and operations; and

 global COVID-19 pandemic

 If the demand for our services and/or platforms/products
offered or our products under development are not finalized, our business will be harmed. We may not be able to successfully address
these risks and difficulties, which could harm our business and results of operations.

 OUR LIMITED OPERATING HISTORY MAKES IT DIFFICULT
FOR US TO EVALUATE OUR FUTURE BUSINESS PROSPECTS AND MAKE DECISIONS BASED ON THOSE ESTIMATES OF OUR FUTURE PERFORMANCE.

 We have a limited operating history and, as
a consequence, it is difficult, if not impossible, to forecast our future results based upon our historical data. Reliance on the historical
results may not be representative of the results we will achieve. Because of the uncertainties related to our limited historical operations,
we may be hindered in our ability to anticipate and timely adapt to increases or decreases in revenues or expenses. If we make poor budgetary
decisions as a result of unreliable historical data, we could be less profitable or continue to incur losses.

 THE COVID-19 OUTBREAK HAS CAUSED DISRUPTIONS IN
OUR DEVELOPMENT OPERATIONS, WHICH HAVE RESULTED IN DELAYS ON EXISTING PROJECTS AND MAY HAVE ADDITIONAL NEGATIVE IMPACTS ON OUR OPERATIONS

 The Company operates in a high-tech marketplace and
relies on professionals and partnerships all over the world, which is impacted by the global pandemic, causing the Company's resources
to be affected. Our business operations have been and may continue to be materially and adversely affected by the coronavirus disease
COVID-19.

 An outbreak of respiratory illness caused by COVID-19
emerged in Wuhan city, Hubei province, PRC, in late 2019 and expanded globally. COVID-19 is considered to be highly contagious and poses
a serious public health threat.

 On March 19, 2020, California Governor Gavin Newsom
issued a stay-at-home order to protect the health and well-being of all Californians and to establish consistency across the state in
order to slow the spread of COVID-19. California was therefore under strict quarantine control and travel has been severely restricted,
resulting in disruptions to work, communications, and access to files (due to limited access to facilities). Since then, other measures
have been imposed in other countries and major cities in the USA, including Los Angeles, and throughout the world in an effort to contain
the COVID-19 outbreak. The World Health Organization (the "WHO") is closely monitoring and evaluating the situation. On March
11, 2020, the WHO declared the outbreak of COVID-19 a pandemic, expanding its assessment of the threat beyond the global health emergency
it had announced in January. Any outbreak of such epidemic illness or other adverse public health developments in the USA or elsewhere
in the world may materially and adversely affect the global economy, our markets and our business. The stay-at-home order was lifted
in California on January 25, 2021, and as such we were able to relocate our virtual offices space and resume "normal" operations.

 In the first quarter of
2020, the COVID-19 outbreak caused disruptions in our development operations, which resulted in delays on exiting projects. The State
of California and the economy in general has begun to slowly re-open following the introduction of the COVID-19 vaccine. During the fourth
quarter of 2021, the omicron variants surfaced and has significantly impacted the United States and globally. However, in the event COVID-19,
the omicron variant or other variant is to worsen or again surface any further unforeseen delay in our operations of the development,
delivery and assembly process within any of our activities could continue to result in, increased costs and reduced revenue.

 We cannot foresee whether
the outbreak of COVID-19 and its variants will continue to be effectively contained. If the outbreak of COVID-19 is not effectively and
timely controlled, our business operations and financial condition may be materially and adversely affected as a result of the deteriorating
market outlook for sales, the slowdown in regional and national economic growth, weakened liquidity and financial condition of our customers
and vendors or other factors that we cannot foresee. Any of these factors and other factors beyond our control could have an adverse
effect on the overall business environment, cause uncertainties, cause our business to suffer in ways that we cannot predict and materially
and adversely impact our business, financial condition and results of operations.

 OUR RESULTS OF OPERATIONS HAVE NOT RESULTED IN
PROFITABILITY AND WE MAY NOT BE ABLE TO ACHIEVE PROFITABILITY GOING FORWARD

 The Company does not accrue or capitalize development
costs (or any costs to this effect) and expense it to its profit and loss statements as required by US GAAP. As such, the Company incurred
net loss of $17,771,626 for the year ended December 31, 2023. If we incur additional significant operating losses, our stock price, may
decline, perhaps significantly. Our management is developing plans to alleviate the negative trends and conditions described above. Our
business plan is speculative and unproven. There is no assurance that we will be successful in executing our business plan or that even
if we successfully implement our business plan, that we will be able to curtail our losses now or in the future. Further, as we are an
emerging enterprise, we expect that net losses will continue, and our working capital deficiency will increase.

 WE HAVE NOT GENERATED POSITIVE CASH FLOW FROM
OPERATIONS, AND OUR ABILITY TO GENERATE POSITIVE CASH FLOW IS UNCERTAIN. IF WE ARE UNABLE TO GENERATE POSITIVE CASH FLOW OR OBTAIN SUFFICIENT
CAPITAL WHEN NEEDED, OUR BUSINESS AND FUTURE PROSPECTS WILL BE ADVERSELY AFFECTED AND WE COULD BE FORCED TO SUSPEND OR DISCONTINUE OPERATIONS.

 Our operations have not generated positive cash flow
for any period since our inception, and we have funded our operations primarily through the issuance of common stock and short-term and
long-term debt and convertible debt. Our limited operating history makes an evaluation of our future prospects difficult. The actual
amount of funds that we will need to meet our operating needs will be determined by a number of factors, many of which are beyond our
control. These factors include the timing and volume of sales transactions, the success of our marketing strategy, market acceptance
of our products, the success of our manufacturing and research and development efforts (including any unanticipated delays), our manufacturing
and labor costs, the costs associated with obtaining and enforcing our intellectual property rights, regulatory changes, competition,
technological developments in the market, evolving industry standards and the amount of working capital investments we are required to
make.

 Our ability to continue to operate until we are able
to generate sufficient our cash flow from operations will depend on our ability to generate sufficient positive cash flow from our operations.
If we are unable to generate sufficient cash flow from our operations, our business and future prospects will be adversely affected and
we could be forced to suspend or discontinue operations.

 The Company sustained a net loss of $17,771,626 and our operating activities
used in cash flows of $51,342 for the year ended December 31, 2023. The Company had a working capital deficit of $31,781,634, stockholders'
deficit of $31,074,133 and an accumulated deficit of $315,993,294 at December 31, 2023.

 WE WILL REQUIRE ADDITIONAL CAPITAL TO SUPPORT
BUSINESS GROWTH, AND THIS CAPITAL MIGHT NOT BE AVAILABLE ON ACCEPTABLE TERMS, IF AT ALL.

 We intend to continue to make investments to support
our business growth and we will require additional funds to respond to business challenges, including the need to develop new features
and products or enhance our existing products, improve our operating infrastructure or acquire complementary businesses and technologies.
Further, we need additional capital to continue operations. Accordingly, we need to engage in equity or debt financings to secure additional
funds. We expect that we have sufficient capital sources to maintain operations through the year of 2024. In order to fully implement
our business plan, we will need to raise about $12,000,000 If we raise additional funds through future issuances of equity or convertible
debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights,
preferences and privileges superior to those of holders of our common stock. Any debt financing that we secure in the future could involve
restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more
difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. We may not be able
to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms
satisfactory to us when we require it, our ability to continue to support our business growth and to respond to business challenges could
be impaired, and our business may be harmed.

 On December 17, 2021 (the
"Effective Date"), the "Company entered into an equity financing agreement (the "Equity Financing Agreement")
and a registration rights agreement (the "Registration Rights Agreement") with GHS Investments LLC ("GHS"), pursuant
to which GHS may purchase from the Company, up to that number of shares of common stock of the Company (the "Shares") for
$10,000,000, subject to certain limitations and conditions set forth in the Equity Financing Agreement from time to time over the course
of 24 months after an effective registration of the Shares with the Securities and Exchange Commission (the "SEC") pursuant
to the Registration Rights Agreement, is declared effective by the SEC (the "Contract Period"). The Equity Financing Agreement
grants the Company the right, from time to time at its sole discretion (subject to certain conditions) during the Contract Period, to
direct GHS to purchase shares of Common Stock on any business day (a "Put"), provided that at least ten trading days has
passed since the most recent Put. The purchase price of the shares of Common Stock contained in a Put will be 90% of the lowest daily
volume weighted average price (VWAP) of the Company's Common Stock during the ten consecutive trading days preceding the receipt
by GHS of the applicable Put notice. Such sales of Common Stock by the Company, if any, may occur from time to time, at the Company's
option, during the Contract Period. Subject to the satisfaction of certain conditions set forth in the Equity Financing Agreement,

 on each Put the Company
will deliver a number of Shares equaling 110% of the dollar amount of each Put. The maximum dollar amount of each Put will not exceed
200% of the average daily trading dollar volume for the Company's Common Stock during the 10 trading days preceding the Trading
Day that GHS receives a Put. No Put will be made in an amount equaling less than $10,000 or greater than $500,000. Puts are further limited
to GHS owning no more than 4.99% of the outstanding stock of the Company at any given time. The Equity Financing Agreement and the Registration
Rights Agreement contain customary representations, obligations, rights, warranties, agreements and conditions of the parties. The Equity
Financing Agreement terminates upon any of the following events: when GHS has purchased $10,000,000 in the Common Stock of the Company
pursuant to the Equity Financing Agreement; on the date that is 24 calendar months from the date the Equity Financing Agreement was executed.
Actual sales of shares of Common Stock to GHS under the Equity Financing Agreement will depend on a variety of factors to be determined
by the Company from time to time, including, among others, market conditions, the trading price of the Common Stock and determinations
by the Company as to the appropriate sources of funding for the Company and its operations. On January 12, 2022, the Company filed registration
statement for the sale of 5,500,000 shares of common stock pursuant to the Equity Financing Agreement, which was declared effective on
February 11, 2022. The Company issued 463,303 shares with net proceeds of $66,942 from the Equity Financing Agreement in February
2022.

 For year ended December
31, 2022, the Company received $231,867 as proceeds from the equity purchase agreement for issuance of 5,500,000 registered common shares.
Post this issuance The Equity Financing Agreement is exhausted and not valid anymore.

 WE DEPEND UPON KEY PERSONNEL AND NEED ADDITIONAL
PERSONNEL

 Our success depends on our inability to attract and
retain key personnel including, Mansour Khatib, our CEO, and Dr. Danny Rittman, our CTO, and our inability to do so may materially and
adversely affect our business operations. The loss of qualified personnel could have a material and adverse effect on our business
operations. Additionally, the success of the Company's operations will largely depend upon its ability to successfully attract
and maintain competent and qualified key management personnel. As with any company with limited resources, there can be no guaranty that
the Company will be able to attract such individuals or that the presence of such individuals will necessarily translate into profitability
for the Company.

 OUR BUSINESS REQUIRES SUBSTANTIAL CAPITAL, AND
IF WE ARE UNABLE TO MAINTAIN ADEQUATE CASH FLOWS FROM OPERATIONS OUR PROFITABILITY AND FINANCIAL CONDITION WILL SUFFER AND JEOPARDIZE
OUR ABILITY TO CONTINUE OPERATIONS

 We require substantial capital to support our operations.
If we are unable to generate adequate cash flows from our operations, maintain adequate financing or other sources of capital are not
available, we could be forced to suspend, curtail or reduce our operations, which could harm our revenues, profitability, financial condition
and business prospects.

 THERE IS CURRENTLY A LIMITED PUBLIC MARKET FOR
OUR COMMON STOCK. FAILURE TO FURTHER DEVELOP OR MAINTAIN A TRADING MARKET COULD NEGATIVELY AFFECT THE VALUE OF OUR COMMON STOCK AND MAKE
IT DIFFICULT OR IMPOSSIBLE FOR YOU TO SELL YOUR STOCK.

 There is a limited public market for our Common Stock,
which is traded on the OTC PINK under the symbol GTCH. We cannot give any assurances that there will ever be a mature, developed market
for our common stock. Failure to further develop or maintain an active trading market could negatively affect the value of our shares
and make it difficult for you to sell your shares or recover any part of your investment in us. Even if a market for our common stock
does develop in a material way, the market price of our common stock may be highly volatile. In addition to the uncertainties relating
to our future operating performance and the profitability of our operations, factors such as variations in our interim financial results,
or various, as yet unpredictable factors, many of which are beyond our control, may have a negative effect on the market price of our
common stock.

 IF WE FAIL TO MAINTAIN
AN EFFECTIVE SYSTEM OF INTERNAL CONTROLS, WE MAY NOT BE ABLE TO ACCURATELY REPORT OUR FINANCIAL RESULTS OR PREVENT FRAUD. AS A RESULT,
CURRENT AND POTENTIAL STOCKHOLDERS COULD LOSE CONFIDENCE IN OUR FINANCIAL REPORTING, WHICH WOULD HARM OUR BUSINESS AND THE TRADING PRICE
OF OUR STOCK.

 Effective internal controls
are necessary for us to provide reliable financial reports and effectively prevent fraud. If we cannot provide reliable financial reports
or prevent fraud, our brand and operating results could be harmed. We have in the past discovered, and may in the future discover, areas
of our internal controls that need improvement. For example, for the years ended December 31, 2022 and 2021, we reported that our disclosure
controls and procedures were not effective due to the lack of resources and the reliance on outside consultants. We intend to increase
management's review of our financials. We cannot be certain that these measures will ensure that we implement and maintain adequate
controls over our financial processes and reporting in the future. Any failure to implement required new or improved controls, or difficulties
encountered in their implementation, could harm our operating results or cause us to fail to meet our reporting obligations. Inferior
internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect
on the trading price of our stock.

 Additional Risks Related to Our Common Stock

 Because we are quoted on the OTC PINK marketplace
instead of a national securities exchange, our investors may experience significant volatility in the market price of our stock and have
difficulty selling their shares.

 Our Common Stock is currently quoted on the OTC Market
Group's OTC PINK marketplace under the ticker symbol "GTCH". The OTC is a regulated quotation service that displays
real-time quotes and last sale prices in over-the-counter securities. Trading in shares quoted on the OTC PINK is often thin and characterized
by volatility. This volatility may be caused by a variety of factors, including the lack of readily available price quotations, the absence
of consistent administrative supervision of bid and ask quotations, lower trading volume and market conditions. As a result, there may
be wide fluctuations in the market price of the shares of our Common Stock for reasons unrelated to operating performance, and this volatility,
when it occurs, may have a negative effect on the market price for our securities. Moreover, the OTC PINK is not a stock exchange, and
trading of securities on this platform is more sporadic than the trading of securities listed on a national quotation system or stock
exchange. Accordingly, our stockholders may not be able to realize a fair price from their shares when they determine to sell them or
may have to hold them for a substantial period of time until the market for our Common Stock improves.

 Our stock price and trading volume may be volatile,
which could result in substantial losses for our stockholders.

 The equity trading markets may experience periods
of volatility, which could result in highly variable and unpredictable pricing of equity securities. The market price of our Common Stock
could change in ways that may or may not be related to our business, our industry or our operating performance and financial condition.
In addition, the trading volume in our Common Stock has been low and may fluctuate and cause significant price variations to occur. We
have experienced significant volatility in the price of our stock. In addition, the stock markets in general can experience considerable
price and volume fluctuations.

 We have not paid dividends in the past and have
no immediate plans to pay cash dividends.

 We plan to reinvest all of our earnings, to the extent
we have earnings, to develop and deliver our products and cover operating costs and to otherwise become and remain competitive. We do
not plan to pay any cash dividends with respect to our securities in the foreseeable future. We cannot assure you that we would, at any
time, generate sufficient surplus cash that would be available for distribution to the holders of our Common Stock as a dividend. Therefore,
you should not expect to receive cash dividends on our Common Stock.

 Shares eligible for future sale may adversely
affect the market for our Common Stock.

 Of the 16,813,229,180 shares of our Common Stock
outstanding as of the date of this Annual Report, approximately 766,217,939 are restricted and 16,047,011,241 shares are freely tradable
without restriction pursuant to Rule 144. Any substantial sale of our Common Stock pursuant to Rule 144 or pursuant to any resale prospectus
may have a material adverse effect on the market price of our Common Stock.

 You may experience future dilution as a result
of future equity offerings.

 To raise additional capital, we may in the future
offer additional shares of our Common Stock or other securities convertible into or exchangeable for our Common Stock at prices that
may not be the same as the price per share in this offering. We may sell shares or other securities in any future offering at a price
per share that is lower than the price per share paid by investors in this offering, which would result in those newly issued shares
being dilutive. In addition, investors purchasing shares or other securities in the future could have rights superior to existing stockholders,
which could impair the value of your shares. The price per share at which we sell additional shares of our Common Stock, or securities
convertible or exchangeable into shares of our Common Stock, in future transactions may be higher or lower than the price per share paid
by investors in this offering.

 Our charter documents and Nevada law may inhibit
a takeover that stockholders consider favorable.

 Provisions of our certificate of incorporation and
bylaws and applicable provisions of Nevada law may delay or discourage transactions involving an actual or potential change in control
or change in our management, including transactions in which stockholders might otherwise receive a premium for their shares, or transactions
that our stockholders might otherwise deem to be in their best interests. The provisions in our certificate of incorporation and bylaws:

 limit who may call stockholder
 meetings;

 do not provide for cumulative
 voting rights; and

 provide that all vacancies
 may be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum.

 There are limitations on director/officer liability.

 As permitted by Nevada law, our certificate of incorporation
limits the liability of our directors for monetary damages for breach of a director's fiduciary duty except for liability in certain
instances. As a result of our charter provision and Nevada law, shareholders may have limited rights to recover against directors for
breach of fiduciary duty. In addition, our certificate of incorporation provides that we shall indemnify our directors and officers to
the fullest extent permitted by law.

 Penny stock regulations may impose certain restrictions on marketability
of our securities.

 The SEC adopted regulations which generally define
a "penny stock" to be any equity security that has a market price of less than $5 per share or an exercise price of less
than $5 per share, subject to certain exceptions. A security listed on a national securities exchange is exempt from the definition of
a penny stock. Our Common Stock is not currently listed on a national security exchange. Our Common Stock is therefore subject to rules
that impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers
and accredited investors (generally those with assets in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together
with their spouse). For transactions covered by such rules, the broker-dealer must make a special suitability determination for the purchase
of such securities and have received the purchaser's written consent to the transaction prior to the purchase.

 Additionally, for any transaction involving a penny
stock, unless exempt, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated by the SEC relating
to the penny stock market. The broker-dealer must also disclose the commission payable to both the broker-dealer and the registered representative,
current quotations for the securities and, if the broker-dealer is the sole market maker, the broker dealer must disclose this fact and
the broker-dealer's presumed control over the market. Finally, monthly statements must be sent disclosing recent price information
for the penny stock held in the account and information on the limited market in penny stocks. Broker-dealers must wait two business
days after providing buyers with disclosure materials regarding a security before effecting a transaction in such security. Consequently,
the "penny stock" rules restrict the ability of broker-dealers to sell our securities and affect the ability of investors
to sell our securities in the secondary market and the price at which such purchasers can sell any such securities, thereby affecting
the liquidity of the market for our Common Stock.

 Stockholders should also be aware that, according
to the SEC, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include:

 control of the market for the security by one
 or more broker-dealers that are often related to the promoter or issuer;

 manipulation of prices through prearranged matching
 of purchases and sales and false and misleading press releases;

 "boiler room"
 practices involving high pressure sales tactics and unrealistic price projections by inexperienced sales persons;

 excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and

 the wholesale dumping of the same securities by promoters and broker-dealers
 after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor
 losses.

 FINRA sales practice requirements may limit a
stockholder's ability to buy and sell our stock.

 The Financial Industry Regulatory Authority (referred
to as FINRA) has rules requiring that, in recommending an investment to a customer, a broker-dealer must have reasonable grounds for
believing that the investment is suitable for that customer. Prior to recommending speculative or low-priced securities to their non-institutional
customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status,
investment objectives and other information. Under interpretations of these rules, FINRA has indicated its belief that there is a high
probability that speculative or low-priced securities will not be suitable for at least some customers. If these FINRA requirements are
applicable to us or our securities, they may make it more difficult for broker-dealers to recommend that at least some of their customers
buy our Common Stock, which may limit the ability of our stockholders to buy and sell our common stock and could have an adverse effect
on the market for and price of our common stock.

 ITEM 1B. UNRESOLVED STAFF COMMENTS

 As a Smaller Reporting Company, the Company is not
required to include the disclosure under this Item 1B. Unresolved Staff Comments. At this time, there are no unresolved staff comments.

 ITEM 2. PROPERTIES

 The Company leases its virtual office space at 8557
N West Knoll Dr. West Hollywood CA 90069 (prior address: 2450 Colorado Ave., Suite 100E, Santa Monica, CA 90404) on a
month-to-month lease.

 ITEM 3. LEGAL PROCEEDINGS

 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.

 Relate to 2022:

 On or around January 30, 2019, RWJ Advanced Marketing,
LLC, Greg Bauer, and Warren Jackson sued the Company and multiple third and related parties in Superior Court of the State of California
- County of Los Angeles, General District in connection with the acquisition of UGO in September 2017. The case number is 19STCV03320
(the "Original Lawsuit"). The complaint in the Original Lawsuit alleges breach of contract, among other causes of action.
The Company answered the complaint and filed a cross-complaint against the plaintiffs in the case and third parties on or around February
15, 2019. On or about September 10, 2020, the Company through its agent of service was "served" with a complaint (the Company
contested service) that was recently filed against the Company and third parties by Robert Warren Jackson and Gregory Bauer in Los Angeles
Superior Court Case No.: 20STCV32709 ("Second Lawsuit"). In the Original Lawsuit filed, the court rejected the plaintiff's
claims that they were filing a purported quasi-derivative lawsuit. As such, in this current litigation, the plaintiff is now again claiming
the action is a derivative lawsuit. On October 13, 2020, the Second Lawsuit was removed by other defendants into Central District of
California (CASE NO. 2:20-cv-09399-RGK-AGR). On February 2, 2021 the Central District of California dismissed
the entire Second Lawsuit based on "demand futility".

 In the Original lawsuit, the Company filed a cross
complaint against the plaintiff and other third parties. Recently, the court has scheduled various hearings and a trial date set for
December 27, 2021 which was later continued by the Court to September 28, 2022. It was the Company's intention to dividend its
holdings of its wholly owned subsidiary Ugopher services Corp. ("UGO"). As UGO is the main dispute in the litigations described
above, the Company has elected to sell UGO to a third-party effective July 1, 2020. On September 17, 2020, the Company terminated Greg
Bauer as consultant (resulting from the sale of UGO), which he confirmed in writing. On or about June 14, 2021 the Company stipulated
with plaintiff that all third parties will be released and plaintiff may file a new first amendment complaint that will name only the
Company. As such, all third parties other than prior transfer agent of the Company have been dismissed from this litigation. Following
the sale of UGO, the Company noticed third parties (including SURG, via its asset manager) to wire the UGO funds to its new bank account.
SURG never answered the notice. SURG is the clearing house for UGO. The Company noticed certain third parties that it intends to take
legal actions to resolve this issue. On November 12, 2020 the Company filed a complaint in the United States District Court – District
of Nevada - Case 2:20-cv-02078 against RWJ, Mr. Bauer, Mr. Jackson and against W.L. Petrey Wholesale Company Inc for fraud, breach of
contract, Unjust Enrichment and other claims. On January 28, 2022 the court awarded the Company with injunction against RWJ defendants,
where all fee funds generating from resale should be deposited into GBT blocked account, and therefore RWJ defendants cannot use these
funds without court order. The Company entered into the Confidential Settlement Agreement and Mutual Release ("RJW Agreement")
by and between RWJ Advanced Marketing, LLC, Robert Warren Jackson, Gregory Bauer (collectively the "RJW Parties") and W.L.
Petrey Wholesale Company, Inc., ("Petrey") on one hand; and GBT Technologies Inc., on behalf of itself and its agents (collectively
the GBT Parties"), on the other hand. The Company the RJW Agreement effective September 26, 2022 with final signatures delivered
to the Company on or about October 5, 2022. Pursuant to the RJW Agreement, the parties have agreed to settle, release, and otherwise
resolve all known or unknown claims between them and agreed to jointly stipulate, move, or otherwise dismiss the lawsuits filed in the
United States District Court of Nevada (Case No. 2:20-cv- 02078), in the Superior Court of the State of California, County of Los Angeles,
Central District (Case Nos. 19STCV03320 and 20STCV32709), and in the United States District Court of the Central District of California
(Case No. 2:20-cv-09399-RGK-AGR) with prejudice. The parties agreed and stipulated to release all funds currently being held in a blocked
account of $19,809 with 50% distributed to the RWJ Parties and 50% distributed the Company or its assignee. The Parties also entered
into the InComm Assignment Agreement ("IAA") which assigned, transferred and conveyed all proceeds derived from the RWJ Parties'
agreements with Interactive Communications International, Inc., and its affiliate Hi Technology Corp., including but not limited to that
Master Distribution and Service Agreement between Interactive Communications International, Inc. and Petrey d/b/a UGO-HUB dated August
29, 2016, as amended (collectively referred to as the "InComm Proceeds"), and which shall divide the InComm Proceeds 90%
to the Company or its assignee and 10% to the RWJ Parties or their assignee. Finally, the Company agreed to pay $40,000 to the RWJ
Parties or their assignee. The Company accrued $49,847 expenses represent the final amounts due to the RJW Parties. The Company
under a different settlement agreement with SURG, committed to assign the IAA. As such, on October 5, 2022 and as cumulation of all settlement
agreements the Company issued a request to SURG regarding release of certain escrow funds and the execution of an assignment of rights
as contemplated in the aforereferenced agreement.

 On December 3, 2018, the Company entered into a Securities
Purchase Agreement (the "SPA") with Discover Growth Fund, LLC (the "Investor") pursuant to which the Company
issued a Senior Secured Redeemable Convertible Debenture (the "Debenture") of $8,340,000. In connection with the issuance
of the Debenture and pursuant to the terms of the SPA, the Company issued a Common Stock Purchase Warrant to acquire up to 225,000 shares
of common stock for a term of three years (the "Warrant") on a cash-only basis at an exercise price of $100 per share with
respect to 50,000 Warrant Shares, $75 with respect to 75,000 Warrant Shares and $50 with respect to 100,000 Warrant Shares. The holder
may not exercise any portion of the Warrants to the extent that the holder would own more than 4.99% of the Company's outstanding
common stock immediately after exercise. The outstanding principal amount may be converted at any time into shares of the Company's common
stock at a conversion price equal to 95% of the Market Price less $5 (the conversion price is lowered by 10% upon the occurrence
of each Triggering Event – the current conversion price is 75% of the Market Price less $5.00). The Market Price is the average
of the 5 lowest individual daily volume weighted average prices during the period the Debenture is outstanding. On May 28, 2019, the
Investor delivered to the Company a "Notice of Default and Notice of Sale of Collateral" (the "Notice"). On December
23, 2019, in arbitration between the Company and the Investor, an Interim Award was entered in favor of the Investor. On January 31,
2020, the Company was informed that a final award was entered (the "Final Award"). The Final Award affirms that certain sections
of the Debenture constitute unenforceable liquidated damages penalties and were stricken. Further, it was determined that the Investor
was entitled to recovery of their attorney's fees. Consequently, the arbitrator awarded Investor an award of $4,034,444 plus
interest of 7.25% accrued from May 15,

 2019 and costs of $55,613. On February 18, 2020,
the Company filed a motion with the United States District Court District of Nevada (the "Nevada Court") to confirm the Final
Award and a motion to consolidate Investor's application to confirm the Final Award filed in the U.S. District Court of the Virgin
Islands (Case No: 3:20-cv-00012-CVG-RM) (the "Virgin Island Court"). On February 27, 2020, the Nevada Court denied the Company's
motion to confirm the Final Award and motion to consolidate and further decided that the confirmation of the Final Award should be litigated
in the Virgin Island Court. As such, on February 27, 2020, the Company filed a Notice of Entry of Order as well as a Motion to Confirm
the Arbitration Award, address the outstanding issues regarding whether Investor's rights are subordinated to other creditors and,
thereafter, oversee a commercially reasonable foreclosure sale (Case No: 3:20-cv-00012-CVG-RM). It was the Company's position
that the Final Award must first be confirmed and all questions regarding the rights of Investor relative to those of other creditors
must be determined before any foreclosure sale can proceed. It is further the position of the Company that the previously disclosed foreclosure
sale scheduled by Investor is being conducted in a commercially unreasonable manner and that if Discover proceeded forward with the foreclosure
sale it did so at its own risk. Nevertheless, on February 28, 2020, Investor advised that it conducted a sale of the Company's
assets. As the date of this report Investor failed to present a deed of sale for the alleged sale that allegedly took place as noticed.
The Company filed with Virgin Island Court the motions disputing the validity of the alleged sale. On July 28, 2020, Investor filed in
the State of Nevada a motion for attorneys $48,844 and costs $716. The Company filed an answer on August 11, 2020. On October
16, 2020, Investor motion for attorneys $48,844 and costs $716 was denied. This case is still pending with the Federal court
and the Court has not taken any substantive action in the matter as of the date of this report. Based on Discover notice in writing of
selling all the Company's assets, the Company intend to invoice Discover for that sale and offset the settlement amount at the
end of the year.

 On January 25, 2024 Virgin Island Court ordered that
Final Award is confirmed.

 Relate to 2023:

 On or about July 9, 2021 the Company filed a lawsuit
in District Court in Clack County Nevada – Department 19 (Case number A-21-837631-C) against Terry Taylor and TTSG Holdings, Inc
for breach of contract, breach of covenant of Good Faith and Fair Dealing, Unjust Enrichment and declaratory relief for failure of providing
consulting services per contract they entered. The Company is demanding the return of 240,000 shares issued, return of the $5,000 payments,
recission of the consulting agreement, and attorney's fees and costs. As Terry Taylor and TTSG Holdings failed to appear to a notice
of deposition, the Company filed for a summary judgment. On January 20, 2023 the court issued a $708,821 writ of execution against Terry
Taylor and TTSG. As of filing date, the Company has not collected any amount issued by the Court from Terry Taylor and TTSG.

 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 for an annual payment
of $375,000 paid in quarterly installments of $93,750. In lieu of cash payment, Latinex may pay the Company in virtual currency of WISE
Network S.A. valued at a 50% discount of its offering price of $10 per token. In the event that Latinex's required capital has
decreased below $5,000,000, Latinex is permitted to sell the pledged shares of common stock only in an amount to ensure that Latinex
can satisfy the required capital levels. The Company must consent to such sale of the shares of common stock, which may not be unreasonably
withheld. Upon expiration of the agreement, the remaining shares of common stock shall be returned to the Company free and clear of all
liens. The Company recorded the value of these shares of common stock as a stock loan receivable which is presented as a contra-equity
account in the accompanying consolidated balance sheets. At December 31, 2019, the Company wrote off the accrued interest income as Latinex
did not perform any payment and the Company has no mean to enforce this payment. Latinex agreed in principle to return the pledged 4,006
restricted shares to the Company for cancellation. The 4,006 restricted shares have not yet been returned to the Company as of December
31, 2023.

 Metaverse Agreements

 On June 10, 2022, the Company, entered into a Joint
Venture and Territorial License Agreement (the "Metaverse Agreement") with Ildar Gainulin and Maria Belova (collectively,
the "Licensor"). Under the Metaverse Agreement, the parties formed Metaverse Kit Corp., a Nevada corporation ("Metaverse
Kit"). The purpose of Metaverse Kit was to develop, maintain and support source codes for its proprietary technologies and comprehensive
platform that combines a core virtual reality platform and an extended set of real-world functions to provide a metaverse experience
initially within the area of sports and then expanding into virtual worlds of entertainment, live events, gaming,

 communications and other cross over product opportunities
(the "Meta Portfolio"). Under the Metaverse Agreement, Licensor agreed to provide Metaverse Kit with the licensed technology
and expertise. In connection therewith, the parties entered an Asset Purchase Agreement (the "Metaverse APA") concurrently
with the Metaverse Agreement whereby Licensor sold Metaverse Kit all source codes pertaining to the Meta Portfolio. Further, Licensor
provided an exclusive license to Metaverse Kit throughout the world for the invented product/service and the related platforms relating
to the Meta Portfolio and to use the know how to develop, manufacture, sell, market and distribute the Meta Portfolio throughout the
world. The Company was required to contribute 500,000,000 shares of common stock of the Company ("GBT Shares")
to Metaverse Kit. Licensor and the Company were to each own 50% of Metaverse Kit. The Company pledged its 50% ownership in Metaverse
Kit to Igor 1 Corp. to secure a convertible note held by Igor 1 Corp. The Company was to appoint two directors and Licensor was allowed
to appoint one director of Metaverse Kit. In addition, Metaverse Kit, Licensor and Elentina Group, LLC ("Elentina") entered
into a Consulting Agreements in which IGBM and Elentina, each were engaged to provide services for $25,000 per month payable quarterly
which Metaverse Kit has the option to pay in shares of common stock calculated by the amount owed divided by the Company's 10-day
VWAP. Licensor and Elentina were to provide services in connection with the development of the business as well as Metaverse Kit's
capital raising efforts. The term of the Consulting Agreement was two years. The closing of the Metaverse Agreement occurred on June
13, 2022.

 On March 14, 2023, the Company
received a counter signed Settlement Agreement and Release by Licensor dated March 2, 2023 ("Settlement Agreement"). Pursuant
to the Settlement Agreement, the parties agreed that Metaverse Agreement, the Metaverse APA and the Consulting Agreement are void and
cancelled. Licensor agreed to pay $5,000 to the Company as settlement payment and surrender their shares in Metaverse Kit.

 ITEM 4. MINE SAFERY DISCLOSURES

 Not applicable.

 ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY,
RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

 The Company is authorized to issue 30,000,000,000
of its $0.00001 par value common stock and 20,000,000 shares of its $0.00001 par value preferred stock Series B and 10,000 shares of
its $0.00001 par value preferred stock Series C, 100,000 shares of its $0.00001 par value preferred Series D shares, 2,000,000 of its
$0.00001 par value preferred Series G shares, 40,000 of its $0.00001 par value preferred Series H shares and 1,000 of its $0.00001 par
value preferred Series I shares. As of December 31, 2023, 10,253,695,062 shares of common stock, as well as 45,000 shares of preferred
stock Series B, 700 shares of preferred stock Series C, zero shares of preferred stock Series D, zero shares of preferred stock Series
G, 20,000 shares of preferred stock Series H and 1,000 shares of preferred stock Series I were issued and outstanding. The Board of Directors
reserves the right to issue shares of preferred stock in the future indicating preference or rights as appropriate.

 Market Information

 Our common stock commenced
quotation on the OTC PINK under the symbol "GTCH". The Company's subsequent symbol was "GOPH". The following
table sets forth the range of high and low prices per share of our common stock for each period indicated (after given effect to reverse
split of 1 for 100 split in 2019 and 1 for 50 in 2021)

 Quarters Ended

 Mar 31

 Jun 30

 Sep 30

 Dec 31

 High

 Low

 High

 Low

 High

 Low

 High

 Low

 2022

 $
 0.350

 $
 0.107

 $
 0.114

 $
 0.002

 $
 0.007

 $
 0.001

 $
 0.002

 $
 0.001

 2023

 $
 0.0006

 $
 0.0004

 $
 0.0003

 $
 0.0002

 $
 0.0002

 $
 0.0001

 $
 0.0002

 $
 0.0001

 Record Holders

 The number of holders of record for our common stock
as of December 31, 2023 was 94.

 Dividends

 The Company has not yet adopted any policy regarding
payment of dividends. No cash dividends have been paid or declared since the Date of Inception.

 Securities Authorized for Issuance Under Equity
Compensation Plans

 We presently do not have equity compensation plans authorized.

 Transfer Agent

 The Company transfer agent is Nevada Agency and Transfer
Company ("NATCO") with a business address at 50 West Liberty Street, Suite 880, Reno NV 89501; NATCO's website is www.natco.com,
and their phone number is (775) 322-0626.

 Penny Stock

 Our common stock is considered "penny stock"
under the rules of the SEC under the Securities Exchange Act of 1934. The SEC adopted rules that regulate broker-dealer practices in
connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5, other than securities
registered on certain national securities exchanges or quoted on the NASDAQ Stock Market System, provided that current price and volume
information with respect to transactions in such securities is provided by the exchange or quotation system. The penny stock rules require
a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the Commission,
that:

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

 contains a description of the broker's or dealer's duties
 to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements
 of Securities' laws; contains a brief, clear, narrative description of a dealer market, including bid and ask prices for
 penny stocks and the significance of the spread between the bid and ask price;

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

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

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

 The broker-dealer also must provide, prior to effecting
any transaction in a penny stock, the customer with:

 bid and offer quotations for the penny stock;

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

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

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

 In addition, the penny stock rules that require that
prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination
that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgement of the receipt
of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written
suitably statement.

 These disclosure requirements may have the effect of reducing the trading
activity in the secondary market for our stock.

 Recent Issuances of Unregistered Securities

 2022:

issued 222,091,971 shares of Company common stock upon the conversion of the convertible promissory note and accrued interest to 1800
Diagonal Lending.

issued 150,000,000 shares of Company common stock to GBT Tokenize for joint venture agreement between Magic International Argentina FC,
S.L. The value of the shares of $1,500 was determined based on the FV of the Company's common stock.

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

issued 500,000,000 shares of Company common stock to Metaverse for certain equity method investment. The value of the shares of $5,000 was
determined based on the FV of the Company's common stock.

issued 8,580,434 shares of Company common stock upon the conversion of the convertible promissory note and accrued interest to Stanley
Hills.

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

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

 2023:

 For the year ended December 31, 2023, the Company
issued 1,003,997,711 shares of Company common stock upon the conversion of the convertible promissory note and accrued interest to 1800
Diagonal Lending.

 For the year ended December 31, 2023, the Company
issued 1,157,809,793 shares of Company common stock upon the conversion of the convertible promissory note and accrued interest to Stanley
Hills.

 For the year ended December 31, 2023, the Company
issued 147,058,824 shares of Company common stock upon the conversion of the convertible promissory note and accrued interest to Glen
Eagles.

 For the year ended December 31, 2023, the Company
issued 6,309,235,294 shares of Company common stock upon the conversion of the convertible promissory note and accrued interest to IGOR
Corp.

 Of 100,000,000 Shares issued to Pacific
Capital Markets LLC for certain for service agreement between Pacific Capital Markets LLC. and the Company. The value of the shares of
$80,000 was determined based on the FV of the Company's common stock at the time of issuance.

 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, 2023, there are 1,000 shares
of Series I Preferred Shares outstanding.

 We claimed exemption from registration under the
Securities Act for the sales and issuances of these securities under Section 4(a)(2) of the Securities Act and/or Regulation D promulgated
thereunder, in that such sales and issuances did not involve a public offering. All of the purchasers of unregistered securities for
which we relied on Section 4(a)(2) and/or Regulation D represented that they were accredited investors as defined under the Securities
Act. We claimed such exemption on the basis that (a) the purchasers in each case represented that they intended to acquire the securities
for investment only and not with a view to the distribution thereof and that they either received adequate information about the registrant
or had access, through employment or other relationships, to such information and (b) appropriate legends were affixed to the stock certificates
issued in such transactions.

 ITEM 6. RESERVED

 None.

 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATION

 The following discussion should be read in conjunction
with our financial statements and related notes included elsewhere in this report. In addition to historical information, this discussion
includes forward-looking information that involves risks and assumptions, which could cause actual results to differ materially from
management's expectations. See "Forward-Looking Statements" included in this report.

 Forward-Looking Statements

 This Annual Report on Form 10-K contains forward
looking statements, including without limitation, statements related to our plans, strategies, objectives, expectations, intentions and
adequacy of resources. Investors are cautioned that such forward-looking statements involve risks and uncertainties including without
limitation the following: (i) our plans, strategies, objectives, expectations and intentions are subject to change at any time at our
discretion; (ii) our plans and results of operations will be affected by our ability to manage growth; and (iii) other risks and uncertainties
indicated from time to time in our filings with the Securities and Exchange Commission.

 In some cases, you can identify forward-looking statements
by terminology such as "may,'' ''will,'' ''should,'' ''could,''
''expects,'' ''plans,'' ''intends,'' ''anticipates,''
''believes,'' ''estimates,'' ''predicts,'' ''potential,''
or ''continue'' or the negative of such terms or other comparable terminology. Although we believe that the expectations
reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements.
Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of such statements. Readers are cautioned
not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We are under no duty to update
any of the forward-looking statements after the date of this Report.

 This section of the report should be read together with Footnotes of the Company
audited financials. The audited statements of operations for the years ended December 31, 2023 and 2022 are compared in the sections below.

 General Overview

 GBT Technologies Inc. (the "Company",
"GBT", or "GTCH") was incorporated on July 22, 2009 under the laws of the State of Nevada. The Company via its
50% subsidiary, 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. The Company technologies can be grouping as (i) the provision
of IT consulting services; and (ii) from the licensing of its technology. (ii) from selling electronic products through e-commerce
platforms. (iv) an advanced RF-based computer vision system, to utilize this platform potential to significantly enhance object detection
and imaging capabilities, using radio waves to create detailed 2D and 3D images.On February 18, 2022 the Company, effective March 1,
2022 entered into a Revenue Sharing Agreement ("RSA") with Mahaser LTD. ("Mahaser") pursuant to which the Company
shares revenues generated by Mahaser with respect to e-commerce sales through the online retail platform in the United States of America.
Effective July 1, 2023, the Company agreed to terminate the RSA with Mahaser Ltd.

 Recent Developments

 Due to litigation with Discover
Fund, in April 2020, GBT was forced to make the decision of changing the Company's direction by developing a portfolio of intellectual
property within the area of microchips technology and design. The years 2019 and 2020 were compounded with recuring legal issues and
COVID-19 restrictions creating extremely difficult times and challenges. GBT focused on its core competency in the area of Research &
Development ("R&D") creating an IP portfolio combined of patents, trade secrets and prototypes further defining GBT's
new mission. GBT is now developing IP in areas which will leverage its competencies and experience with the goal of diversifying in various
fast-growing semiconductor industries in today's leading, growing market segments.

 As described in Part I; Item 1, On July 20, 2023,
the Company through 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"). Via vis this 2023 Tokenize
Agreement, GBT will focus on expanding the families of various patents and concentrating on strategic potential partnerships with the
goal of integrating these technologies into a broad marketplace, one that will potentially diversify the risk within these areas:

 1.

 Build a portfolio pipeline of IP related to microchip technology.

 2.

 Seek to actively introduce this new technology to strategic partners,
 large companies and VC's creating market opportunities.

 3.

 Using market diversification to create access to new fields and future
 growth.

 GBT Tokenize Joint Venture - 2023 Tokenize
Agreement

 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. On November 2, 2023, the Company received a notice of completion (notice # 508205896) of the
recoding of assignment for its portfolio of intellectual property to GBT Tokenize. The assignment was recorded by the assignment recording
branch of the U.S. Patent and Trademark Office. A complete copy of this assignment is available at the assignment branch room on the
reel and frame number 065420/0434 (in total 16 pages).

 Active Investments:

 VisionWave:

 Effective as of March 19,
2024, Tokenize, the Company entered into a Patent Purchase Agreement with VisionWave Technologies Inc. ("VisionWave")
pursuant to which VisionWave agreed to acquire from Tokenize the entire right, title, and interest of certain patents and patent applications
providing an intellectual property basis for a machine learning driven technology that controls radio wave transmissions, analyzes their
reflections data, and constructs 2D/3D images of stationary and in motion objects ("VisionWave PPA"). The Purchase Price
for the asset is $30,000,000 (the "Purchase Price"),

 which VisionWave will pay
with shares of common stock, $0.0001 par value per share (the "Common Stock"). The Parties agree that the final Purchase
Price may be adjusted and will be governed by a valuation report issued by a professional third party ("Valuation"). If the
final Purchase Price per the Valuation is less than $30,000,000, Tokenize has the option to cancel this Agreement. In accordance therewith,
VisionWave agreed to issue and deliver to Tokenize, 1,000 shares of Common Stock (the "Shares") representing 50% of VisionWave's
issued and outstanding shares of Common Stock, where the remainder of the 50% of VisionWave's issued and outstanding shares of
Common Stock are owned by a corporation controlled by a third party.

 Avant Investment:

 On April 3, 2023, Tokenize entered into an Asset
Purchase Agreement ("APA") with Avant Technologies, Inc (prior name: Trend Innovation Holdings, Inc. "AVAI"),
in which GBT consented, pursuant to which Tokenize sold certain assets relating to proprietary system and method named Avant-Ai, which
is a text-generation, deep learning self-training model (the "System"). In consideration of acquiring the System, AVAI is
required to issue to the Seller 26,000,000 common shares of AVAI (the "Shares"). The Shares been pledge to a third
party as a collateral. In addition, AVAI, Tokenize and GBT entered into a license agreement regarding the System, granting Tokenize and/or
GBT a perpetual, irrevocable, non-exclusive, non-transferable license for using the System to be used in its own development, as in-house
tool, where Tokenize or GBT may not sublicense its rights hereunder to any customer or client.

 MetAlert:

 On April 12, 2022, Tokenize, 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 $8,846 as of June 30, 2023 based on level 1 stock price in OTC markets.

 The GTX Notes bear 10% interest and 50% of the principal
may be converted into shares of common stock on a one-time basis at a conversion price of $0.01 per share. The remaining 50% of the
principal must be paid in cash. The closing occurred on April 12, 2022. As of December 31, 2023, the Company wrote off the 50% of the
convertible principal with all unpaid interest in total of $65,613 due to the collectability issue.

 GTX changed its name into Metalert Inc. 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 of the convertible principal with all unpaid interest in total
of $95,770 due to the collectability issue.

 MetAlert designs, manufactures and
sells various interrelated and complementary products and services in the wearable technology and IoMT (Internet of Medical Things) marketplace.

 On or about January 31, 2023 GTB Tokenize Corp the
Company's 50% owned subsidiary, assigned $7,500 from the GTX Notes to Stanley Hills, LLC, which in turn converted said $7,500 plus
interest into 812,671 GTX shares. Stanley Hills, LLC credit GBT Tokenize for $146,037 for the transaction, reducing its credit outstanding
balances with the Company and GBT Tokenize Corp.

 As of December 31, 2022,
the notes had an outstanding balance of $190,000 and accrued interest of $8,475. As of December 31, 2023, the notes had an outstanding
balance of $46,250 and accrued interest of $0.

 MetAlert designs, manufactures and sells various
interrelated and complementary products and services in the wearable technology and IoMT (Internet of Medical Things) marketplace.

 On or about January 31, 2023 Tokenize, assigned $7,500 from
the GTX Notes to Stanley Hills, LLC, which in turn converted said $7,500 plus interest into 812,671 GTX shares. Stanley
Hills, LLC credit GBT Tokenize for $146,037 for the transaction, reducing its credit outstanding balances with the Company and GBT
Tokenize Corp.

 Wireless mesh networking:

 Wireless mesh networks consist of LAN/MAN/WAN solutions
that are infrastructural-intensive, may rely on regulated frequencies and bandwidth, often have so-called "last mile" problems
areas where either economics or population density make it too expensive for current solutions to cover, and difficult to manage centrally.
The Company's GopherInsight platform makes it easy to add and manage last mile capacity. The solution is easily integrated into
existing networks. The Company's AI platform is designed for easy integration with, and management of, additional coverage for
customer networks.

 Wireless mesh networking marke ts - The Company potentially will
target telecommunications providers, corporate entities that run LAN or wide-area networks, universities, and government entities.

 Wireless mesh networking markets competition - The
competitors for wireless mesh networking solutions, and AI solutions, are the entities themselves that have their own capability. The
Company's strategy is to integrate and "wrap around" those solutions to make them more efficient, less costly, and
less infrastructural-intensive, while at the same time solving last mile problems to the end user.

 COVID-19 Pandemic

 The Company operates in a high-tech marketplace and
relies on professionals and partnerships all over the world, which is impacted by the global pandemic, causing the Company's resources
to be affected. Our business operations have been and may continue to be materially and adversely affected by the coronavirus disease
COVID-19. An outbreak of respiratory illness caused by COVID-19 emerged in Wuhan city, Hubei province, PRC, in late 2019 and has been
expanding globally. COVID-19 is considered to be highly contagious and poses a serious public health threat. On March 19, 2020, California
Governor Gavin Newsom issued a stay-at-home order to protect the health and well-being of all Californians and to establish consistency
across the state in order to slow the spread of COVID-19. California was therefore under strict quarantine control and travel has been
severely restricted, resulting in disruptions to work, communications, and access to files (due to limited access to facilities). Since
then, other measures were imposed in other countries and major cities in the USA, including Los Angeles, and throughout the world in
an effort to contain the COVID-19 outbreak. The World Health Organization (the "WHO") is closely monitoring and evaluating
the situation. On March 11, 2020, the WHO declared the outbreak of COVID-19 a pandemic, expanding its assessment of the threat beyond
the global health emergency it had announced in January. Any outbreak of such epidemic illness or other adverse public health developments
in the USA or elsewhere in the world may materially and adversely affect the global economy, our markets and our business. The stay-at-home
order was lifted in California only on January 25, 2021. In the first quarter of 2020, the COVID-19 outbreak has caused disruptions in
our development operations, which have resulted in delays on exiting projects. A prolonged disruption or any further unforeseen delay
in our operations of the development, delivery and assembly process within any of our activities could continue to result in, increased
costs and reduced revenue.

 We cannot foresee whether the outbreak of COVID-19
will be effectively contained, nor can we predict the severity and duration of its impact. If the outbreak of COVID-19 is not effectively
and timely controlled, our business operations and financial condition may be materially and adversely affected as a result of the deteriorating
market outlook for sales, the slowdown in regional and national economic growth, weakened liquidity and financial condition of our customers
and vendors or other factors that we cannot foresee. Any of these factors and other factors beyond our control could have an adverse
effect on the overall business environment, cause uncertainties, cause our business to suffer in ways that we cannot predict and materially
and adversely impact our business, financial condition and results of operations.

 Risks and Uncertainties

 Management is currently
evaluating the impact of the COVID-19 pandemic on the Company and has concluded that while it is reasonably possible that the virus could
have a negative effect on the Company's financial position, results of its operations, and/or search for a target company, the
specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

 In February 2022, the Russian
Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including
the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action
and related sanctions on the world economy are not determinable as of the date of these financial statements. The specific impact on
the Company's financial condition, results of operations, and cash flows is also not determinable as of the date of these financial
statements.

 In October 2023, the Hamas
Terror Organization attacked the Southern part of Israel, which in turn, commenced a military action with Gaza Strip. As a result, these
actions, have created and are expected to create global economic consequences. The specific impact on the Company's financial condition,
results of operations, and cash flows is also not determinable as of the date of these financial statements.

 Consideration of Inflation
Reduction Act Excise Tax

 On August 16, 2022, the
Inflation Reduction Act of 2022 (the "IR Act") was signed into federal law. The IR Act provides for, among other things,
a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic
subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing
corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair
market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing
corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases
during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the "Treasury")
has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

 Investment Company Act
1940

 Under the current rules
and regulations of the SEC we are not deemed an investment company for purposes of the Investment Company Act; however, on March 30,
2022, the SEC proposed new rules (the "Proposed Rules") relating, among other matters, to the circumstances in which SPACs
such as the Company could potentially be subject to the Investment Company Act and the regulations thereunder. The Proposed Rules provide
a safe harbor for companies from the definition of "investment company" under Section 3(a)(1)(A) of the Investment Company
Act, provided that a company satisfies certain criteria.

 The Investment Company Act
defines an investment company as any issuer which (i) is or holds itself out as being engaged primarily, or proposes to engage primarily,
in the business of investing, reinvesting, or trading in securities; (ii) is engaged or proposes to engage in the business of issuing
face-amount certificates of the installment type, or has been engaged in such business and has any such certificate outstanding; or (iii)
is engaged or proposes to engage in the business of investing, reinvesting, owning, holding, or trading in securities, and owns or proposes
to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of Government securities and
cash items) on an unconsolidated basis.

 Results of Operations:

 Years ended December 31, 2023 and 2022

 A comparison of the statements of operations for the year ended December
31, 2023 and 2022 is as follows:

 Years Ended December 31,

 Change

 2023

 2022

 $

 %

 Consulting income

 —

 (90,000
)

 (100
 %)

 Total Sales

 —

 (90,000
)

 (100
 %)

 Cost of sales

 —

 —

 —

 —
 %

 Gross Profit

 —

 (90,000
)

 (100
 %)

 General and administrative expenses

 507,261

 701,270

 (410,372
)

 (28
 %)

 Marketing expenses

 237,428

 360,335

 (122,907
)

 (34
 %)

 Professional expenses

 995,532

 1,785,908

 (735,376
)

 (44
 %)

 Loss (income) from operations

 (1,740,221
)

 (2,757,513
)

 (1,178,655
)

 (37
 %)

 Other expense (income), net

 (15,993,020
)

 8,122,346

 (24,158,540
)

 (297
 %)

 Loss (income) before provision for income taxes

 (17,733,241
)

 5,364,833

 (22,979,885
)

 (431
 %)

 Provision for income taxes

 —

 —

 —

 —

 Loss (income) from continued operations

 (17,733,241
)

 5,364,833

 (22,979,885
)

 (431
 %)

 Discontinued operations

 (38,385
)

 (40,978
)

 2,593

 (6
 %)

 Net loss (income)

 $
 (17,771,626
)

 $
 5,323,856

 $
 (22,977,292
)

 (434
 %)

 The Consulting income for both the years ended December
31, 2023 and 2022 was $0 and $90,000. Sales are derived from providing IT consulting services and the services were terminated in 2023.

 Operating expenses for the year ended December 31, 2022 were $1,740,221, compared
to $2,847,513 for the same period in 2022. The decrease of $1,107,292 or 37% was principally due to no impairment of assets, decrease
in marketing expenses of $122,907, decrease in general and administrative expenses of $410,372, and decrease in professional expenses
of $735,376 for the year ended December 31, 2022.

 Other expense for the year ended December 31, 2023 was $15,993,020, an decrease
of $24,158,540 or 297% from $8,122,346 for the same period in 2022. The decrease is principally due to i) a increase of licensing income
of $49,590; ii) reduction of amortization of debt discounts by $119,314; iii) reduction of change in FV of derivative liability by $20,353,852;
iv) reduction in interest expense and financing costs of $1,612,185; and v) gain on debt settlement of $315,297.

 Net loss for the year ended December 31, 2023 was $17,771,626 compared to the
net income of $5,323,856 for the same period in 2022 due to the factors described above.

 Liquidity and Capital Resources

 Going Concern

 The accompanying CFS have been prepared assuming the Company will continue
as a going concern. The Company has an accumulated deficit of $315,993,294 and has a working capital deficit of $31,781,634
as of December 31, 2023, which raises substantial doubt about its ability to continue as a going concern.

 The 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.

 Our cash was $529 and $13,058 at December 31, 2023 and 2022, respectively.
Cash used in operating activities during the year ended December 31, 2023 was $51,341, compared to $231,874 used in operating activities
during the same period in 2022. The amount used in operating activities for the year ended December 31 2022 was primarily related to a
net income of $5,323,856 and offset by amortization of debt discount of $362,011, excess of debt discount and financing costs of $34,175,
change in FV of derivative liability of $2,795,870, change in FV of market equity security of $290,538, gain on debt settlement of $3,012,633,
and net working capital increase of $3,199,627. Our working capital position changed by going from a working capital deficit of $18,522,046
at December 31, 2022 to a working capital deficit of $31,781,634 at December 31, 2023.

 The amount used in operating activities for the year ended December 31, 2023
was primarily related to a net loss of $17,771,626 offset by amortization of debt discount of $322,933, excess of debt discount and financing
costs of $1,462,446, change in FV of derivative liability of $13,759,482, gain on debt extinguishment of $315,297, loss on loss of control
of $38,385, shares issued for services of 80,000, change in fair value of market equity security of $10,992, and net working capital deficit
increase of $13,259,588.

 Cash flows used in investing activities were $0 during
the year ended December 31, 2023, compared to $275,000 for the same period in 2022. The decrease is due to no investment in marketable
securities during the year ended December 31, 2023.

 Cash from financing activities for the year ended December 31, 2023 was $38,813,
compared to $364,826 for the same period in 2022. The increase is due to the issuance of convertible notes in 2023 of $113,260 and issuance
of notes payable of $106,616, which is offset by the repayment of notes payable of $79,070 and repayment of related party of $27,375 and
a repayment of convertible note of $39,043. Cash from financing activities for the year ended December 31, 2022 was due to the issuance
of convertible notes and related party in 2022 of $1,056,227 and proceeds from sales of common stock of $231,865 offset with the issuance
of notes receivable of $190,000 and repayments to related party of $694,225.

 We obtained a net loss of $17,771,626 for the year ended December 31, 2023.
In addition, we had a working capital deficit of $31,781,634 and accumulated deficit of $315,993,294 at December
31, 2023.

 $10,000,000 for GBT Technologies S. A. acquisition

 In accordance with the acquisition
of GBT-CR the Company issued a convertible note in the principal amount of $10,000,000. The convertible note bears interest of 6%
and is payable at maturity on December 31, 2021. At the election of the holder, the convertible note can be converted into a maximum
of 20,000 shares of Series H Preferred Stock. Each share of Series H Preferred Stock is convertible, at the option of the holder
but subject to the Company increasing its authorized shares of common stock, into such number of shares of common stock of the Company
as determined by dividing the Stated Value ($500 per share) by the conversion price ($500 per share). This convertible note may
convert into shares of the Company's common stock at a conversion price equal to 85% of the lowest trading price with a 20-day
look back immediately preceding the date of conversion and therefore recorded as derivative liability. 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
December 31, 2023, IGOR 1 converted $1,182,535 of the convertible note into 6,309,235,294 shares of the Company's common stock.

the note had an outstanding balance of $5,175,496 and accrued interest of $2,358,241.

 Paid Off Notes/Converted
Notes

 Sixth Street Lending
LLC – named changed - 1800 Diagonal Lending LLC -

 On May 5, 2022, the Company entered into a Securities
Purchase Agreement with 1800 Diagonal Lending LLC, an accredited investor ("DL"), pursuant to which the Company issued to
DL a Convertible Promissory Note (the "DL Note") of $244,500 for $203,500. The DL Note had a maturity date of August
4, 2023 and the Company had agreed to pay interest on the unpaid principal balance of the DL Note at 6.0% from the date on
which the DL Note is issued (the "Issue Date") until the same becomes due and payable, whether at maturity or upon acceleration
or by prepayment or otherwise. The Company shall have the right to prepay the DL Note at any time from the Issue Date and continuing
through 180 days following the Issue Date, provided it makes a payment including a prepayment premium to DL as set forth in the DL Note.
The transactions described above funded on May 9, 2022.

not be converted prior to the period beginning on the date that is 180 days following the Issue Date. Following the 180 th day,
DL may convert the DL Note into shares of the Company's common stock at a conversion price equal to 85%
of the lowest trading price during the 20-day period immediately preceding the date of conversion. In addition, upon the occurrence and
during the continuation of an Event of Default (as defined in the DL Note), the DL Note shall become immediately due and payable and
the Company shall pay to DL, in full satisfaction of its obligations hereunder, additional amounts as set forth in the DL Note. In no
event shall DL be allowed to effect a conversion if such conversion, along with all other shares of Company common stock beneficially
owned by DL and its affiliates would exceed 4.99% of the outstanding shares of the common stock of the Company.

 Unless the Company shall have first delivered to
DL, at least 48 hours prior to the closing of any equity (or debt with an equity component) financing in an amount less than $150,000
("Future Offering"), written notice describing the proposed Future Offering and providing the Buyer an option during the
48 hour period following delivery of such notice to DL the securities being offered in the Future Offering on the same terms as contemplated
by such Future Offering then the Company is restricted from conducting the Future Offering during the period beginning on the Issue Date
and ending nine months following the Issue Date.

 During the period ended March 31, 2023, the entire
balance of convertible note of $114,100 plus accrued interest of $7,335 was converted into 367,004,026 shares of
common stock.

 Convertible Note - On September 13, 2022, the Company
entered into a Securities Purchase Agreement (dated September 9, 2022) with 1800 Diagonal Lending LLC, an accredited investor ("DL")
pursuant to which the Company issued to DL a Promissory Note (the "DL Note") of $116,200 with an original issue discount
of $12,450 resulting in net proceeds of the Company of $103,750. The DL Note had a maturity date of September 9, 2023 and
the Company had agreed to pay interest on the unpaid principal balance of the DL Note at the rate of 12.0% from the date on which the
DL Note is issued (the "Issue Date"). A one-time interest charge of 12% or $13,944 was applied on the Issue Date
to the principal amount owed under the DL Note. Accrued, unpaid interest and outstanding principal, subject to adjustment, shall be paid
in ten payments of $13,014.40 resulting in a total payback to DL of $130,144. The first payment is due October 30,

 2022 with nine subsequent payments each month thereafter.
The Company shall have a five-day grace period with respect to each payment. The Company has right to accelerate payments or prepay in
full at any time with no prepayment penalty. This DL Note shall not be secured by any collateral or any assets of the Company. The outstanding
principal amount of the DL Note may not be converted into the Company common shares except in the event of default. In the event of default
on the DL Note, DL may convert the DL Note into shares of the Company's common stock at a conversion price equal
to 75% of the lowest trading price with a 10-day look back immediately preceding the date of conversion. In addition, upon the occurrence
and during the continuation of an event of default (as defined in the DL Note), the DL Note shall become immediately due and payable
and the Company shall pay to DL, in full satisfaction of its obligations hereunder, additional amounts as set forth in the DL Note. In
no event shall DL be allowed to effect a conversion if such conversion, along with all other shares of Company common stock beneficially
owned by DL and its affiliates would exceed 4.99% of the outstanding shares of the common stock of the Company.

 During the period ended June 30, 2023, the company
paid back $39,043 to 1800 Diagonal lending and the remaining convertible note balance been converted into 136,993,684 shares.

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

 Outstanding Notes

 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.

the consolidated convertible note had an outstanding balance of $462,500 and an interest of $106,072.

 Sixth Street Lending
LLC – named changed - 1800 Diagonal Lending LLC

 Straight Note – with
Convertible Feature - On March 1, 2023, the Company entered into a Securities Purchase Agreement, with 1800 Diagonal Lending LLC, an
accredited investor ("DL") pursuant to which the Company issued to DL a Promissory Note (the "DL Note") of $59,408 with
an original issue discount of $6,258 resulting in net proceeds of the Company of $53,150. The DL Note had a maturity date of June
1, 2024 and the Company had agreed to pay interest on the unpaid principal balance of the DL Note at the rate of 12.0% from the
date on which the DL Note is issued. A one-time interest charge of 12% or $7,128 was applied on the issuance date of the DL
Note to the principal amount owed under the DL Note. Accrued, unpaid interest and outstanding principal, subject to adjustment, shall
be paid in ten payments of $6,654 resulting in a total payback to DL of $66,536. The first payment is due April 15, 2023 with nine
subsequent payments each month thereafter. The Company shall have a five-day grace period with respect to each payment. The Company has
right to accelerate payments or prepay in full at any time with no prepayment penalty. This DL Note shall not be secured by any collateral
or any assets of the Company.

 The outstanding principal
amount of the DL Note may not be converted into the Company common shares except in the event of default. In the event of default on
the DL Note, DL may convert the DL Note into shares of the Company's common stock at a conversion price equal to 75% of the
lowest trading price during the 10 day period immediately preceding the date of conversion. In addition, upon the occurrence and during
the continuation of an event of default (as defined in the DL Note), the DL Note shall become immediately due and payable and the Company
shall pay to DL, in full satisfaction of its obligations hereunder, additional amounts as set forth in the DL Note. In no event shall
DL be allowed to affect a conversion if such conversion, along with all other shares of Company common stock beneficially owned by DL
and its affiliates would exceed 4.99% of the outstanding shares of the common stock of the Company.

the note had an outstanding balance of $1,486 and a one-time interest charge of $7,129.

 Convertible Note - On March
1, 2023, the Company entered into a Securities Purchase Agreement with DL pursuant to which the Company issued to DL a Convertible Promissory
Note (the "DL Convertible Note") of $62,680 for a purchase price of $52,150. The DL Convertible Note had a maturity
date of June 1, 2024 and the Company had agreed to pay interest on the unpaid principal balance of the DL Convertible Note
at the rate of 6.0% from the date on which the DL Convertible Note is issued until the same becomes due and payable, whether at maturity
or upon acceleration or by prepayment or otherwise. The Company shall have the right to prepay the DL Convertible Note, provided it makes
a payment including a prepayment to DL as set forth in the DL Convertible Note.

 The outstanding principal
amount of the DL Convertible Note may not be converted prior to the period beginning on the date that is 180 days following the date
the DL Convertible Note is issued. Following the 180th day, DL may convert the DL Convertible Note into shares of the Company's
common stock at a conversion price equal to 85% of the lowest trading price during the 20-day period preceding the date of conversion.
In addition, upon the occurrence and during the continuation of an event of default (as defined in the DL Convertible Note), the DL Convertible
Note shall become immediately due and payable and the Company shall pay to DL, in full satisfaction of its obligations hereunder, additional
amounts as set forth in the DL Convertible Note. In no event shall DL be allowed to effect a conversion if such conversion, along with
all other shares of Company common stock beneficially owned by DL and its affiliates would exceed 4.99% of the outstanding shares
of the common stock of the Company.

 During the period ended
December 31, 2023, 1800 Diagonal converted $42,500 of the convertible note into 500,000,000 shares of the Company's
common stock.

the note had an outstanding balance of $20,180 and accrued interest of $6,041.

 Straight Note $47,208 - On April 24,
2023, the Company entered into a Securities Purchase Agreement, with 1800 Diagonal Lending LLC, an accredited investor ("DL")
pursuant to which the Company issued to DL a Promissory Note (the "DL Note") in the aggregate principal amount of $47,208 with
an original issue discount of $5,058 resulting in net proceeds of the Company of $42,150. The DL Note has a maturity date of April
24, 2024 and the Company has agreed to pay interest on the unpaid principal balance of the DL Note at the rate of 12.0% per annum
from the date on which the DL Note is issued (the "Issue Date"). A one-time interest charge of 12% or $5,664 was
applied on the Issue Date to the principal amount owed under the DL Note. Accrued, unpaid interest and outstanding principal, subject
to adjustment, shall be paid in ten payments each in the amount of $5,287.20 resulting in a total payback to DL of $52,872. The first
payment is due June 15, 2023 with nine subsequent payments each month thereafter. The Company shall have a five-day grace period with
respect to each payment. The Company has right to accelerate payments or prepay in full at any time with no prepayment penalty. This
DL Note shall not be secured by any collateral or any assets of the Company.

not be converted into the Company common shares except in the event of default. In the event of default on the DL Note, DL may convert
the DL Note into shares of the Company's common stock at a conversion price equal to 75% of the lowest
trading price with a 10-day look back immediately preceding the date of conversion. In addition, upon the occurrence and during the continuation
of an event of default (as defined in the DL Note), the DL Note shall become immediately due and payable and the Company shall pay to
DL, in full satisfaction of its obligations hereunder, additional amounts as set forth in the DL Note. In no event shall DL be allowed
to affect a conversion if such conversion, along with all other shares of Company common stock beneficially owned by DL and its affiliates
would exceed 4.99% of the outstanding shares of the common stock of the Company.

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

 Convertible Note $50,580 - On April 24,
2023, the Company entered into a Securities Purchase Agreement with 1800 Diagonal Lending LLC, an accredited investor ("DL")
pursuant to which the Company issued to DL a Convertible Promissory Note (the "DL Note") in the aggregate principal amount
of $50,580 for a purchase price of $42,150. The DL Note has a maturity date of July 24, 2024 and the Company has agreed
to pay interest on the unpaid principal balance of the DL Note at the rate of six percent (6.0%) per annum from the date on which the
DL Note is issued (the "Issue Date") until the same becomes due and payable, whether at maturity or upon acceleration or
by prepayment or otherwise. The Company shall have the right to prepay the DL Note, provided it makes a payment including a prepayment
to DL as set forth in the DL Note.

not be converted prior to the period beginning on the date that is 180 days following the Issue Date. Following the 180 th day,
DL may convert the DL Note into shares of the Company's common stock at a conversion price equal to 85%
of the lowest trading price with a 20-day look back immediately preceding the date of conversion. In addition, upon the occurrence and
during the continuation of an Event of Default (as defined in the DL Note), the DL Note shall become immediately due and payable and
the Company shall pay to DL, in full satisfaction of its obligations hereunder, additional amounts as set forth in the DL Note. In no
event shall DL be allowed to effect a conversion if such conversion, along with all other shares of Company common stock beneficially
owned by DL and its affiliates would exceed 4.99% of the outstanding shares of the common stock of the Company.

the note had an outstanding balance of $50,580 and accrued interest of $3,966.

 Stanley Hills LLC

 The Company entered into
a series of loan agreements with Stanley Hills LLC ("Stanley") pursuant to which it received more than $1,000,000 in
loans (the "Debt") from May 2019 up to December 2019. On February 26, 2020, in order to induce Stanley to continue to provide
funding, the Company and Stanley entered into a letter agreement providing that the current note payable balance due to Stanley of $1,214,900 may
be converted into shares of common stock of the Company at a conversion price equal to 85% multiplied by the lowest one trading
price for the common stock during the 20-trading day period ending on the latest complete trading day prior to the conversion date. 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 June 30, 2024. Stanley may convert the consolidated convertible
Note into shares of the Company's common stock at a conversion price equal to 85% of the lowest trading price during the 20-day
period preceding the date of conversion. The Company recorded a gain on debt extinguishment of $408,034 at the issuance date.

 As of December 31, 2023
and December 31, 2022 the principal balance of Stanley debt is $661,395 and $116,605 respectively. The unpaid interest
of the Stanley debt at December 31, 2023 and December 31, 2022 was $49,482 and $20,033, respectively.

 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 balance of the note at December 31, 2023 and
at December 31, 2022 was $350,000 and $350,000 plus accrued interest of $36,832 and $23,707, respectively. The Company
did not perform any payment on the loan and seeking hardship from the SBA for reduce payment which was not yet addressed by the SBA.

 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 30, 2021. On March 31, 2023 Alpha and the Company extended the note maturity to December 31, 2023.

 The balance of the note at December 31, 2023 and
at December 31, 2022 was $140,000 and $140,000 plus accrued interest of $46,633 and $32,633, respectively.

 Accrued Settlement

 In connection with a legal matter filed by the Investor
of the $8,340,000 Senior Secured Redeemable Convertible Debenture, - See PART I; Item 3. The Company recorded accrued settlement
of $4,090,057 and $4,090,057 at December 31, 2023 and at December 31, 2022, respectively. As the Investor claim in writing
that it sold all the Company assets, management decided to issue the Investor an invoice against his Final Award at the end of the 2023
year and offset this liability.

 Stanley Hills LLC Accounts
Payable

 As of December 31, 2023
and 2022, the Company has recorded an outstanding payable to Stanley of $835,933 and $927,136, respectively, recorded under accrued expenses.

 Consulting income for both the years ended December
31, 2023 and 2022 were $0 and $90,000. Consulting income are derived from providing IT consulting services.

 Off-Balance Sheet Arrangements

 The Company does not have any off-balance sheet arrangements
that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

 Critical Accounting Policies and Use of Estimates

 Our Management's Discussion and Analysis of
Financial Condition and Results of Operations is based upon our financial statements, which have been prepared in accordance with accounting
principles generally accepted in the United States of America ("U.S. GAAP"). The preparation of our financial statements
in accordance with U.S. GAAP requires us to make certain estimates, judgments and assumptions that affect the reported amount of assets
and liabilities as of the date of the financial statements, the reported amounts and classification of revenues and expenses during the
periods presented, and the disclosure of contingent assets and liabilities. We evaluate our estimates and assumptions on an ongoing basis
and material changes in these estimates or assumptions could occur in the future. Changes in estimates are recorded on the period in
which they become known. We base our estimates on historical experience and various other assumptions that we believe to be reasonable
under the circumstances and at that time, the results of which form the basis for making judgments about the carrying values of assets
and liabilities that are not readily-apparent from other sources. Actual results may differ materially from these estimates if past experience
or other assumptions do not turn out to be substantially accurate.

 We believe that the accounting policies described
below are critical to understanding our business, results of operations, and financial condition because they involve significant judgments
and estimates used in the preparation of our financial statements. An accounting is deemed to be critical if it requires a judgment or
accounting estimate to be made based on assumptions about matters that are highly uncertain, and if different estimates that could have
been used, or if changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact our financial
statements. Other significant accounting policies, primarily those with lower levels of uncertainty than those discussed below, are also
critical to understanding our financial statements. The notes to our financial statements contain additional information related to our
accounting policies and should be read in conjunction with this discussion.

 Presentation of Financial Statements

 The accompanying financial statements have been prepared
in accordance with U.S. GAAP.

 Stock Split

 On October 26, 2021, the Company effectuated a 1
for 50 reverse stock split. The share and per share information has been retroactively restated to reflect this reverse stock
split.

 Marketable Equity Securities

 The Company accounts for marketable equity 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 twelve 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.

 Revenue Recognition

 Accounting Standards Update ("ASU") No.
2014-09, Revenue from Contracts with Customers (" Topic 606 "), became effective for the Company on
January 1, 2018. The Company's revenue recognition disclosure reflects its updated accounting policies that are affected by this
new standard. The Company applied the "modified retrospective" transition method for open contracts for the implementation
of Topic 606. The Company had no significant post-delivery obligations, this new standard did not result in a
material recognition of revenue on the Company's accompanying CFS for the cumulative impact of applying this new standard. The
Company made no adjustments to its previously-reported total revenues, as those periods continue to be presented in accordance with its
historical accounting practices under Topic 605, Revenue Recognition.

 Revenue is recognized under Topic 606 as
follows:

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

 identification of performance obligations in the respective contract;

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

 allocation the transaction price to each performance obligation; and

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

 These five elements, as applied to each of the Company's revenue
category, is summarized below:

 IT consulting services – revenue is recorded on a monthly
 basis as services are provided; and

 License fees and Royalties – revenue is recognized based on the
 terms of the agreement with its customer.

 E-Commerce sales – (relate to
interim reporting as this segment was discontinued)

 Identify the contract(s) with a customer. ASC 606 defines a contract
 as "an agreement between two or more parties that creates enforceable rights and obligations". Since this is an e-commerce
 sale on the Amazon of eBay websites, the Company just followed the general terms on Amazon or eBay websites and the customer entered
 into a contract with the Company based on the product listed on the Amazon or eBay websites;

 Identify the performance obligations in the contract. According to
 the contract, the Company is responsible for operation exclusively. The Company is entitled to all revenue which is being paid by
 Amazon or eBay into a designated bank account and the Company is responsible for all product acquisitions as well as shipments. The
 only performance obligations were the electronic products that were listed on Amazon or eBay websites and the Company determined
 each order is one single obligation;

 Determine the transaction price. The transaction price set to be the
 listed price on the Amazon or eBay websites.;

 Allocation the transaction price to the performance obligations in
 the contract.; and

 Recognize revenue when the Company satisfies a performance obligation.
 Sales are being recognized upon shipment.

 Unearned revenue

 Unearned revenue represents the net amount received
for the purchase of products that have not seen shipped to the Company's customers. On January 28, 2022 awarded the Company with
injunction against RWJ Defendants, where all fee funds generating from resale should be deposited into GBT blocked account, and therefore
RWJ Defendants cannot use these funds without court order - $19,810 been credited as unearned revenue until court final decision. The
Company has $0 and $48,921 of unearned revenue at December 31, 2023 and December 31, 2022, respectively.

 Contract liabilities

 On February 22, 2022, the Company entered into an
Intellectual Property License and Royalty Agreement with Touchpoint Group Holdings, Inc. ("Touchpoint" or "TGHI")
pursuant to which the Company granted TGHI a worldwide license for its technologies for five years in the domains of Internet of Things
(IoT) and Artificial Intelligence enabled mobile technologies pertaining to the Company's digital currency technology (the "Technology").
GBT will charge TGHI royalties based on actual uses by TGHI of the Technology resulting from revenue attributable to the use, performance
or other exploitation of the Technology, to the extent applicable, after deducting any taxes that the Company may be required to collect,
and deducting any international sales, goods and services, value added taxes or similar taxes which the Company is required to pay, if
any, excluding deductions for taxes on the Company net income. TGHI agreed to issue the Company 10,000,000 shares of common
stock of TGHI in the FV of $50,000 as a onetime fee for the Company entering this Intellectual Property License and Royalty Agreement,
which was booked contract liabilities and amortized over the five-year term. The Company has yet to earn any royalty income in relation
to this agreement as of September 30, 2023. The contract liabilities as of September 30, 2023 and December 31, 2022 was $0 and $41,444,
respectively.

 On or about May 10, 2023 TGHI filed with the SEC
Form 15 choosing to become a non-reporting entity. As such the Company void its entire contract liability with TGHI.

 Derivative Financial Instruments

 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, 2023, the Company's only derivative financial instrument was an embedded conversion feature associated
with convertible notes payable due to certain provisions that allow for a change in the conversion price based on a percentage of the
Company's stock price at the date of conversion.

 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 us 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.

 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.

 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 2021 inclusive.

 Dividends

 The Company has not yet adopted any policy regarding
payment of dividends. No cash dividends have been paid or declared since the Date of Inception.

 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK

 As a Smaller Reporting Company, the Company is not
required to include the disclosure under this Item.

 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 The information required by Item 8 appears at Page F-1, which appears
after the signature page to this report.

 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE

 Not applicable.

 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.

 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, 2023. Based on this assessment, management believes that as of December 31, 2023, 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, 2023.

 Item 9C. Disclosure Regarding Foreign Jurisdictions
that Prevent Inspections.

 Not applicable.

 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 Executive Officers and Directors

 Below are the names and certain information regarding the company's
executive officers and directors.

 Current Directors/Officers:

 Name

 Age

 Title

 Dr. Danny Rittman

 Chief Technology Officer and Director

 Mansour Khatib

 Chief Executive Officer, Chief Financial Officer and Director

 Dr. Danny Rittman
is a veteran software architect and integrated circuit technology expert with over 20 years of experience in the technology sector. From
2014 through the present, Dr. Rittman served as the CTO and as a director of the Company, leading the Company's technological direction
and managing teams of mobile software developers. From 2012, through 2014, Dr. Rittman served as a Senior Integrated Circuit Consultant
for Qualcomm / Max Linear, managing teams of integrated circuit designers within the mobile technology arena. From 2007 through 2012,
Dr. Rittman served as the Founder and CTO of Micrologic Design Automation, leading the company's technological direction, including
architecture, design and development of EDA software tools. From 2002 through 2007, Dr. Rittman served as an Integrated Circuit CAD /
Software Senior Consultant for IBM, managing IC back-end projects and leading back-end CAD and QA software tool development and implementation.
From 1995 through 2002, Dr. Rittman served as the Founder and VP of R&D for Bind-key Technologies, leading the company's technological
direction, research and development of EDA software tools for integrated circuits and back-end design. Dr. Rittman received a BS in Electrical
Engineeri–g - VLSI Design from the University of Bridgeport, graduating Magna Cum Laude in 1992; a MS in Computer Scien–e
- VLSI Design, specializing in Automation Algorithms, from La Salle University, graduating Magna Cum Laude in 1996; and a PhD in Computer
Science VLSI Design, specializing in EDA Concepts and Algorithms, from La Salle University, graduating Summa Cum Laude in 1998. Mr.
Rittman is the Company's CTO and director.

 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 CEO and director.

 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 June 30, 2015, the Company appointed Dr. Danny
Rittman as Chief Technical Officer and a board member. On April 6, 2018, the Company and Danny Rittman, Chief Technology Officer
and a Director of the Company, agreed to amend his employment agreement pursuant to which he will receive salary at the rate of $250,000
annually payable in equal increments of $15,000 per month. An additional $70,000 shall be payable within 15 days of the end of the calendar
year. On September 14, 2018, the Company and Dr. Rittman entered into a letter agreement confirming that the Company is the owner
of all intellectual property developed by Dr. Rittman relating to the Internet of Things (IoT) and Artificial Intelligence enabled mobile
technologies, including a global platform with both mobile and fixed solutions, commencing June 16, 2015 and continuing until Dr. Rittman's
employment agreement is terminated. On August 1, 2021, the Company and Danny Rittman, Chief Technology Officer and a Director of the
Company, agreed to amend his employment agreement pursuant to which he will receive salary at the rate of $5,000 per month.

 On April 16, 2016 (the "Effective Date"),
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.

 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.

 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, 2023 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, 2023.

 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, 2023 and 2022.

 Summary Compensation Table

 Name and principal

 Stock Equity

 None Equity Incentive

 All Other

 Position

 Year

 Awards

 Salary

 Compensations

 Total

 Danny Rittman

 2023

 $
 —

 $

 $
 —

 $

 Chief Technology

 Officer and director

 2022

 $
 —

 $

 $
 3,671

 $
 63,671

 Mansour Khatib

 2023

 $
 —

 $

 $
 —

 $

 Chief Executive

 Officer and director

 2022

 $
 —

 $

 $

 $
 200,000

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

 Outstanding Equity Awards at Fiscal Year-End

 As of December 31, 2023, no new warrants were awarded
to the executives.

 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 April 15, 2024 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

 1,980

 0.0
 %

 (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 16,813,229,180 shares of common stock outstanding as of April 15, 2024

 (2)

 Current 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 share of the common stock to Metaverse Kit. On March 14, 2023, the Company received a counter
 signed Settlement Agreement and Release by ldar Gainulin and Maria Belova dated March 2, 2023 ("Settlement Agreement").
 Pursuant to the Settlement Agreement, the parties agreed that Metaverse Agreement, the Metaverse APA and the Consulting Agreement
 are void and cancelled. ldar Gainulin and Maria Belova agreed to pay $5,000 to the Company as settlement payment and surrender
 their shares in Metaverse Kit.

 (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.

 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
AND DIRECTOR INDEPENDENCE.

 On October 10, 2019, the Company entered into a Joint
Venture Agreement (the "BitSpeed Agreement") with BitSpeed LLC, which is owned by Douglas Davis, the prior Company's
Chief Executive Officer (From January 1, 2019 to April 11, 2020), to form GBT BitSpeed Corp., a Nevada company ("GBT BitSpeed").
The purpose of GBT BitSpeed is to develop, maintain and support its proprietary Extreme Transfer Software Application Concurrency, a
software application to transfer secure, accelerated transmission of large file data over networks, and connection to cloud storage,
Network-Attached Storage (NAS) and Storage Area Networks (SANs) ("Concurrency"). BitSpeed shall contribute the services and
resources for the development of Concurrency to GBT BitSpeed. The Company shall contribute 10 million shares of common stock of the Company
to GBT BitSpeed. BitSpeed and the Company will each own 50% of GBT BitSpeed. The Company shall appoint two directors and BitSpeed shall
appoint one director of GBT BitSpeed. In addition, GBT BitSpeed and Mr. Davis entered into a Consulting Agreement in which Mr. Davis
(which was the Company's EO from January 1, 2019 until April 11, 2020) is engaged to provide services for $10,000 per month payable
quarterly which may be paid in shares of common stock calculated by the amount owed divided by the Company's 20-day VWAP. Mr. Davis
will provide services in connection with the development of the business as well as GBT BitSpeed's capital raising efforts. The
term of the Consulting Agreement was two years. The closing of the BitSpeed Agreement occurred on October 14, 2019. On March 31, 2023
Doug Davis gave notice to the Company of termination of the consulting agreement dated October 10, 2019.

owned subsidiary, Greenwich International Holdings, a Costa Rica corporation ("Greenwich"), entered into an Amended and Restated
Joint Venture (the "2023 Tokenize Agreement") with Magic Internacional Argentina FC, S.L. ("Magic") and GBT Tokenize
Corp ("GBT Tokenize"). On March 6, 2020, the Company through Greenwich entered into a Joint Venture and Territorial License
Agreement (the "2020 Tokenize Agreement") with Tokenize-It, S.A. ("Tokenize"). Under the 2020 Tokenize Agreement,
the parties formed GBT Tokenize and Tokenize contributed its technology portfolio as described in the 2020 Tokenize Agreement with each
Tokenize and the Company owning 50% of GBT Tokenize. The purpose of GBT Tokenize is to develop, maintain and support source codes for
its proprietary technologies including advanced mobile chip technologies, tracking, radio technologies, AI core engine, electronic design
automation, mesh, games, data storage, networking, IT services, business process outsourcing development services, customer service,
technical support and quality assurance for business, customizable and dedicated inbound and outbound calls solutions, as well as digital
communications processing for enterprises and start-ups ("Technology Portfolio").

 In addition to the Technology Portfolio, Tokenize
contributed the services and resources for the development of the Technology Portfolio to GBT Tokenize. The Company contributed 2,000,000
shares of common stock. On May 28, 2021, the parties agreed to amend the 2020 Tokenize Agreement to expand the territory granted for
the Technology Portfolio under the license to GBT Tokenize to include the entire continental United States. The Company issued GBT Tokenize
an additional 14,000,000 shares of common stock. On June 30, 2021, Tokenize and its shareholder assigned all their rights under the 2020
Tokenize Agreement, including the Company's pledged 50% ownership in GBT Tokenize to Magic. On April 11, 2022, the Company, through
Greenwich, entered into a Master Joint Venture and Territorial License Agreement (the "2022 Tokenize Agreement") with Magic
and Tokenize which replaced the 2020 Tokenize Agreement. The Company issued GBT Tokenize an additional 150,000,000 shares of common stock
of the Company. GBT Tokenize has developed a vital device based on the Technology Portfolio that is ready for commercialization,

 as well as certain derivative technologies, which
positioned GBT Tokenize to further develop or license certain code sources. On April 3, 2023, GBT Tokenize entered its first commercial
transaction to date through the sale of the Avant-AI! technology that been developed by GBT Tokenize, based on the Technology Portfolio
pursuant to which GBT Tokenize received 26,000,000 shares of common stock of Buyer's shares – Avant Technologies, Inc. The
2023 Tokenize Agreement restated and replaced the 2022 Tokenize Agreement. Pursuant to the 2023 Tokenize Agreement, as a result of the
contribution of the Technology Portfolio by Tokenize and the subsequent contribution of services for the development of the Technology
Portfolio by Tokenize and Magic, GBT Tokenize has been able to continue in operation, which has benefited the Company despite its contribution
of 166 million shares of common stock valued at approximately $50,000. In order to maintain its 50% ownership interest in GBT Tokenize,
the Company agreed to contribute its portfolio of intellectual property to GBT Tokenize and issue to GBT Tokenize 1,000 shares of Series
I Preferred Stock (the "Series I Stock") with a stated value of $35,000 per share which is convertible into common stock
of the Company by dividing the stated value by the conversion price of $0.0035, which, if converted in full would result in the issuance
of 10 billion shares of common stock of the Company. Further, the Series I Stock will vote on an as converted basis. The Company pledged
its 50% ownership in GBT Tokenize and its 100% ownership of Greenwich to Magic to secure its Technology Portfolio investment.

 VisionWave:

 On March 19, 2024, Tokenize,
the Company entered into a Patent Purchase Agreement with VisionWave Technologies Inc. ("VisionWave") pursuant
to which VisionWave agreed to acquire from Tokenize the entire right, title, and interest of certain patents and patent applications
providing an intellectual property basis for a machine learning driven technology that controls radio wave transmissions, analyzes their
reflections data, and constructs 2D/3D images of stationary and in motion objects ("VisionWave PPA"). The Purchase Price
for the asset is $30,000,000 (the "Purchase Price"), which VisionWave will pay with shares of common stock, $0.0001 par value
per share (the "Common Stock"). The Parties agree that the final Purchase Price may be adjusted and will be governed by a
valuation report issued by a professional third party ("Valuation"). If the final Purchase Price per the Valuation is less
than $30,000,000, Tokenize has the option to cancel this Agreement. In accordance therewith, VisionWave agreed to issue and deliver to
Tokenize, 1,000 shares of Common Stock (the "Shares") representing 50% of VisionWave's issued and outstanding shares
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.

 Avant Investment:

 On April 3, 2023, Tokenize entered into an Asset
Purchase Agreement ("APA") with Avant Technologies, Inc (prior name: Trend Innovation Holdings, Inc. "AVAI"),
in which GBT consented, pursuant to which Tokenize sold certain assets relating to proprietary system and method named Avant-Ai, which
is a text-generation, deep learning self-training model (the "System").

 In consideration of acquiring the System, AVAI is
required to issue to the Seller 26,000,000 common shares of AVAI (the "Shares"). The Shares been pledge to a third
party as a collateral.

 In addition, AVAI, Tokenize and GBT entered into
a license agreement regarding the System, granting Tokenize and/or GBT a perpetual, irrevocable, non-exclusive, non-transferable license
for using the System to be used in its own development, as in-house tool, where Tokenize or GBT may not sublicense its rights hereunder
to any customer or client.

 Yello Partners Inc.

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

 Alpha Eda Note Payable – Related Party

 On November 15, 2020, the Company issued a promissory
note to Alpha Eda, LLC ("Alpha"), a related party, for $140,000. The note accrues interest at 10%, is unsecured and
was due on September 30, 2021. On March 31, 2023 Alpha and the Company extended the note maturity to December 31, 2023.

 Stanley
Hills LLC Convertible Note Payable (relate to 2022)

 On January 1, 2023, the
Company issued a convertible promissory note to Stanley for its credit balances in the principal amount of $750,000. The convertible
promissory note bears interest of 10% and is payable at maturity on June 30, 2024. Stanley may convert the consolidated convertible Note
into shares of the Company's common stock at a conversion price equal to 85% of the lowest trading price during the 20-day period
preceding the date of conversion.

 As of December 31, 2023, the Company has recorded
an outstanding payable balance to Stanley amounted $661,395.

 Consulting income for the period ended December 31,
2023 and for the year ended on December 31, 2022 were $0 and $90,000. Consulting income were derived from providing IT consulting services
to Stanley Hills.

 As of December, 31, 2023 and December 31, 2022, the Company
has recorded a due to related party of $14,239 and $62,003, respectively.

 On February 9, 2022 the Board approved the employment
of Ms. Rittman the spouse of Mr. Rittman, as an assistant to be paid $1,500 per month. Mr. Rittman recuse himself from voting on the
matter due to a conflict.

 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, 2023.

 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 and BF Borgers CPA PC for the years ended December 31, 2023 and 2022.

 Years Ended December 31,

 2023

 2022

 Audit Fees

 $
 92,500

 $
 84,161

 Audit Fees - This category includes the audit
of our annual financial statements, review of financial statements included in our Quarterly Reports on Form 10-Q and services that are
normally provided by the independent registered public accounting firm in connection with engagements for those years. This category
also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial
statements.

 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.

 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 No.

 Description

 3.1

 of Incorporation of Forex International Trading Corp. (1)

 3.2

 Bylaws of
 Forex International Trading Corp. (1)

 3.3

 of Designation for Series A Preferred Stock (2)

 3.4

 of Designation for Series B Preferred Stock (3)

 3.5

 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

 of Change filed pursuant to NRS 78.209 (6)

 3.9

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

 3.10

 of Amendment to the Articles of Incorporation of Gopher Protocol Inc. (8)

 3.11

 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

 of Correction to the Certificate of Change (24)

 3.14

 of Correction to the Articles of Merger by and between Gopher Protocol Inc. and GBT Technologies Inc. dated July 10, 2019 (24)

 3.15

 of Amendment to the Articles of Incorporation of GBT Technologies Inc. dated September 23, 2019(26)

 3.16

 of Designation for Series B Preferred Stock (7)

 3.17

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

 3.18

 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

 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

 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

 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

 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

 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

 Agreement dated August 20, 2015 by and between Gopher Protocol Inc. and Dr. Danny Rittman (10)

 10.4

 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

 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

 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

 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

 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.

 (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)

 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)

 the Securities and Exchange Commission on November 20, 2012.

 (6)

 the Securities and Exchange Commission on February 18, 2015

 (7)

 the Securities and Exchange Commission on March 12, 2015

 (8)

 the Securities and Exchange Commission on May 1, 2015

 (9)

 the Securities and Exchange Commission on June 16, 2015

 (10)

 the Securities and Exchange Commission on August 21, 2015

 (11)

 the Securities and Exchange Commission on April 20, 2016

 (12)

 the Securities and Exchange Commission on April 20, 2016

 (13)

 the Securities and Exchange Commission on September 30, 2017

 (14)

 the Securities and Exchange Commission on September 7, 2017

 (15)

 the Securities and Exchange Commission on January 3, 2018

 (16)

 the Securities and Exchange Commission on March 21, 2018

 (17)

 the Securities and Exchange Commission on April 18, 2018

 (18)

 the Securities and Exchange Commission on April 26, 2018.

 (19)

 the Securities and Exchange Commission on September 9, 2018.

 (20)

 the Securities and Exchange Commission on September 18, 2018.

 (21)

 the Securities and Exchange Commission on June 19, 2019.

 (22)

 the Securities and Exchange Commission on July 12, 2019.

 (23)

 the Securities and Exchange Commission on July 15, 2019.

 (24)

 the Securities and Exchange Commission on August 5, 2019.

 (39)

 the Securities and Exchange Commission on August 7, 2019.

 (25)

 the Securities and Exchange Commission on September 16, 2019.

 (26)

 the Securities and Exchange Commission on September 25, 2019.

 (27)

 the Securities and Exchange Commission on March 2, 2020.

 (28)

 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)

 the Securities and Exchange Commission on August 10, 2020.

 (31)

 the Securities and Exchange Commission on May 21, 2021.

 (32)

 the Securities and Exchange Commission on June 1, 2021.

 (33)

 the Securities and Exchange Commission on August 23, 2021.

 (34)

 the Securities and Exchange Commission on September 29, 2021.

 (35)

 the Securities and Exchange Commission on October 6, 2021.

 (36)

 the Securities and Exchange Commission on November 11, 2021

 (37)

 the Securities and Exchange Commission on December 20, 2021

 (38)

 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

 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.

 Dated: August 19, 2024

 By:

 /s/ Mansour Khatib

 Name:

 Mansour Khatib

 Title:

 Chief Executive and Financial Officer
 (Principal Executive, Financial and Accounting Officer)

 In accordance with the Exchange Act, this report
has been signed below by the following persons on behalf of the registrant and in the capacities indicated.

 Signature

 Title

 Date

 /s/ Mansour
 Khatib

 Chief Executive & financial Officer &
 Director

 August 19, 2024

 Mansour Khatib

 (Principal Executive, Financial and Accounting
 Officer)

 /s/ Dr. Danny
 Rittman

 Chief Technology Officer and Director

 August 19, 2024

 Dr. Danny Rittman

Consolidated Financial Statements

 Contents

 Page

 Financial Statements:

 Report of Independent Registered Public Accounting Firm (PCAOB ID: 5081)

 Consolidated Balance Sheets as of December 31, 2023 and 2022

 Consolidated Statements of Operations for the Years Ended December 31, 2023 and 2022

 Consolidated Statement of Stockholders' Deficit for the Years Ended December 31, 2023 and 2022

 Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022

 Notes to Consolidated Financial Statements

 F- 1

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

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

 GBT Technologies Inc.

 2450 Colorado Ave., Suite 100E,

 Santa Monica, CA 90404

 Opinion on the Financial Statements

 We have audited the accompanying consolidated
balance sheet of GBT Technologies, Inc. the "Company") as of December 31, 2023 and 2022, the related statement of operations,
stockholders' equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the
"financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial
position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the years 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 deficit of $ 315,993,294 as of December 31, 2023 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.

 F- 2

 Critical Audit Matter

 The critical audit matter communicated below is
a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the
audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially
challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the
financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion
on the critical audit matter or on the accounts or disclosures to which it relates.

 The company is involved in significant litigation
related to debt settlement. The company has complex derivative instruments that require fair value measurement and accounting for potential
liabilities. Company liabilities for legal $4,090,057 and derivative $14,116,062 is recorded and shown separately under current liabilities.

 The audit team identified the litigation and derivative
liability as critical audit matters due to their materiality and complexity, requiring significant auditor attention and judgment.

 1. 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 13.

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

 2. Derivative Liability Valuation: The auditors
performed detailed testing of the fair value measurement of derivative instruments. This included evaluating the valuation models used,
assessing market inputs, and considering the impact of potential liabilities on the company's financial statements.

 Convertible notes payable discussed in Note 11
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 14. 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.

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

 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

 April 19, 2024

 Served as Auditor since 2022

 5041

 F- 3

 CONSOLIDATED BALANCE SHEETS

 ASSETS

 December
 31,

 December
 31,

 2023

 2022

 (Audited)

 (Audited/As
 Restated*)

 Current
 Assets:

 Cash

 $

 $
 13,058

 Prepaid

 —

 12,500

 Note
 receivable

 46,250

 198,475

 Marketable
 securities

 31,206

 16,198

 Current
 assets of discontinued operations

 —

 130,394

 Total
 current assets

 77,985

 370,625

 Total
 assets

 $
 77,985

 $
 370,625

 LIABILITIES
 AND STOCKHOLDERS' DEFICIT

 Current
 Liabilities:

 Accounts
 payable and accrued expenses

 $
 5,372,846

 $
 4,564,098

 Accounts
 payable – Related Party

 1,767,710

 1,539,802

 Accrued
 settlement

 4,090,057

 4,090,057

 Unearned
 revenue

 —

 48,921

 Contract
 liabilities

 —

 41,444

 notes payable, current, net of discount of $ 66,512
 and $ 189,060

 5,665,017

 6,397,727

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

 661,395

 116,605

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

 46,532

 41,137

 Notes
 payable, related party

 Due
 to related party

 —

 27,375

 Derivative
 liability

 14,116,062

 1,714,143

 Current
 liabilities of discontinued operations

 —

 171,362

 Total
 current liabilities

 31,859,619

 18,892,671

 Non-Current
 Liabilities:

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

 328,748

 308,863

 Total
 noncurrent liabilities

 328,748

 308,863

 Total
 liabilities

 32,188,367

 19,201,534

 Stockholders'
 Deficit:

 B Preferred stock, $ 0.00001
 par value; 20,000,000
 shares authorized; 45,000
 and 45,000

 —

 —

 C Preferred stock, $ 0.00001
 par value; 10,000
 shares authorized; 700
 and 700

 —

 —

 D Preferred stock, $ 0.00001
 par value; 100,000
 shares authorized; 0
 and 0

 —

 —

 G Preferred stock, $ 0.00001
 par value; 2,000,000
 shares authorized; 0
 and 0

 —

 —

 H Preferred stock, $ 0.00001
 par value ($500 stated value);
 40,000
 shares authorized; 20,000
 and 20,000

 —

 —

 Series I Preferred stock, $ 0.00001 par value ($35,000 stated value); 1,000 shares authorized; 1,000 and 0 shares
issued and outstanding at December 31, 2023 and December 31, 2022, respectively

 —

 —

 Common
 stock, $ 0.00001
 par value; 30,000,000,000
 shares authorized; 10,253,695,062
 and 1,535,593,440

 102,538

 15,356

 Treasury
 stock, at cost; 8
 and 1,040 shares

 ( 11,059
)

 ( 643,059
)

 Stock
 loan receivable

)

)

 to be cancelled

 ( 632,000
)

 —

 Additional
 paid in capital

 293,069,829

 288,664,858

 Accumulated
 deficit

 ( 315,993,294
)

 ( 298,232,829
)

 Total
 stockholders' deficit

 ( 31,074,133
)

 ( 17,805,821
)

 Non-Controlling
 Interest

 ( 1,036,249
)

 ( 1,025,088
)

 Total
 stockholders' deficit attributable to GBT Technologies, Inc.

 ( 32,110,382
)

 ( 18,830,909
)

 Total
 liabilities and stockholders' deficit

 $
 77,985

 $
 370,625

 The accompanying footnotes are an integral part of
these consolidated financial statements.

 F- 4

 CONSOLIDATED STATEMENT OF OPERATIONS

 Years Ended December 31,

 2023

 2022

 Sales

 $

 —

 —

 Consulting Income – Related Party

 —

 Total sales

 —

 Cost of Goods Sold

 —

 —

 Gross Profit

 —

 Operating expenses:

 General and administrative

 507,261

 701,270

 Marketing

 237,428

 360,335

 Professional

 995,532

 1,785,908

 Total operating expenses

 1,740,221

 2,847,513

 Loss from operations

 ( 1,740,221

)

 ( 2,757,513

)

 Other income (expense):

 Amortization of debt discount

 ( 322,933

)

 ( 442,247

)

 Change in fair value of derivative liability

 ( 13,759,482

)

 6,594,370

 Interest expense and financing costs

 ( 2,581,658

)

 ( 969,473

)

 Gain on debt extinguishment

 315,297

 —

 Gain on RJW settlement

 —

 3,012,355

 Change in fair value of marketable securities

 ( 10,992

)

 ( 310,462

)

 Gain on loss of control

 79,354

 —

 Other income

 287,394

 237,803

 Total other income (expense)

 ( 15,993,020

)

 8,122,346

 Profit (Loss) before income taxes

 ( 17,733,241

)

 5,364,833

 Income tax expense

 —

 —

 Profit (Loss) from continuing operations

 ( 17,733,241

)

 5,364,833

 Discontinued operations

 Gain/(Loss) from discontinued operations

 ( 38,385

)

 ( 40,977

)

 Net Income (Loss)

 $

 ( 17,771,626

)

 $

 5,323,856

 Less: net loss attributable to the noncontrolling interest

 ( 11,161

)

 ( 1,025,088

)

 Net loss attributable to GTB Technologies Inc.

 $

 ( 17,760,465

)

 $

 6,348,944

 Weighted average common shares outstanding:

 Basic

 4,462,434,507

 696,686,911

 Diluted

 27,786,282,982

 4,646,981,551

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

 Basic

 $

 ( 0.00

)

 $

 0.01

 Diluted

 ( 0.00

)

 0.00

 The accompanying footnotes are an integral part
of the consolidated financial statements.

 F- 5

 CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

 Series B Convertible

 Series C Convertible

 Series H Convertible

 Series I Convertible

 Stock

 Additional

 Total

 Preferred Stock

 Preferred Stock

 Preferred Stock

 Preferred Stock

 Common Stock

 Treasury Stock

 Share to be Cancelled

 Loan

 Paid-in

 Accumulated

 Noncontrolling

 Stockholders'

 Receivable

 Capital

 Deficit

 Interest

 Deficit

 Balance, December 31, 2021

 —

 —

 —

 —

 —

 33,200,198

 $

 1,040

 $
 ( 643,059
)

 —

 $
 —

 $
)

 $
 284,072,667

 $
 ( 304,581,773
)

 $
 —

 $
 ( 28,761,980
)

 Common stock issued for conversions

 —

 —

 —

 —

 —

 —

 —

 —

 847,133,242

 8,471

 —

 —

 —

 —

 —

 2,156,989

 —

 —

 2,165,460

 Fair value of derivative liability due to conversions

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 2,209,888

 —

 —

 2,209,888

 Common stock issued for cash

 —

 —

 —

 —

 —

 —

 —

 —

 5,500,000

 —

 —

 —

 —

 —

 231,812

 —

 —

 231,867

 Common stock issued for JV - Tokenize

 —

 —

 —

 —

 —

 —

 —

 —

 150,000,000

 1,500

 —

 —

 —

 —

 —

 ( 1,500
)

 —

 —

 —

 Cancellation of shares

 —

 —

 —

 —

 —

 —

 —

 —

 ( 240,000
)

 ( 2
)

 —

 —

 —

 —

 —

 —

 —

 —

 Equity Method Investment - Meta

 —

 —

 —

 —

 —

 —

 —

 —

 500,000,000

 5,000

 —

 —

 —

 —

 —

 ( 5,000
)

 —

 —

 —

 Net loss

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 6,348,944

 ( 1,025,088
)

 5,323,856

 Balance, December 31, 2022

 —

 —

 —

 —

 1,535,593,440

 $
 15,356

 1,040

 $
 ( 643,059
)

 —

 $
 —

 $
)

 $
 288,664,858

 $
 ( 298,232,829
)

 $
 ( 1,025,088
)

 $
 ( 18,830,909
)

 Common stock issued for conversions

 —

 —

 —

 —

 —

 —

 —

 —

 8,618,101,622

 86,182

 —

 —

 —

 —

 —

 1,598,489

 —

 —

 1,684,671

 Fair value of derivative liability due to conversions

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 2,727,482

 —

 —

 2,727,482

 Shares issued to Tokenize

 —

 —

 —

 —

 —

 —

 1,000

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 Common stock issued for service

 —

 —

 —

 —

 —

 —

 —

 —

 100,000,000

 1,000

 —

 —

 —

 —

 —

 79,000

 —

 —

 80,000

 Reclassification of shares to be issues

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 ( 1,032
)

 632,000

 1,032

 ( 632,000
)

 —

 —

 —

 —

 —

 Net loss

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 ( 17,760,465
)

 ( 11,161
)

 ( 17,771,626
)

 Balance, December 31, 2023

 —

 —

 —

 1,000

 —

 10,253,695,062

 $
 102,538

 $
 ( 11,059
)

 1,032

 $
 ( 632,000
)

 $
)

 $
 293,069,829

 $
 ( 315,993,294
)

 $
 ( 1,036,249
)

 $
 ( 32,110,382
)

 The accompanying footnotes are an integral part of
these consolidated financial statements.

 F- 6

 CONSOLIDATED STATEMENT OF CASH FLOWS

 Years Ended December 31,

 2023

 2022

 Cash Flows From Operating Activities:

 Net income (loss)

 $
 ( 17,771,626
)

 $
 5,323,856

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

 Amortization of debt discount

 322,933

 442,247

 Change in fair value of derivative liability

 13,759,482

 ( 6,594,370
)

 Excess of debt discount and financing costs

 1,462,446

 34,175

 Shares issued for services

 80,000

 —

 Change in fair value of market equity security

 10,992

 308,802

 Gain on debt extinguishment

 ( 315,297
)

 —

 Gain on debt settlement

 —

 ( 3,012,633
)

 Changes in operating assets and liabilities:

 Account receivable

 —

 —

 Other receivable

 152,225

 3,741,525

 Prepaid Expense

 12,500

 ( 12,500
)

 Inventory

 —

 —

 Inventory in transit

 —

 —

 Unearned revenue

 ( 74,921
)

 ( 200,463
)

 Contract liabilities

 ( 41,444
)

 ( 8,556
)

 Accounts payable and accrued expenses

 2,123,460

 ( 253,957
)

 Accounts payable and accrued expenses

 227,908

 —

 Net cash used in operating activities

 ( 51,342
)

 ( 231,874
)

 Cash Flows From Investing Activities:

 Investment to GTX

 —

 ( 150,000
)

 Investment to TGHI

 —

 ( 125,000
)

 Net cash used in investing activities

 —

 ( 275,000
)

 Cash Flows From Financing Activities:

 Issuance of convertible notes

 92,150

 300,000

 Issuance of note receivable

 —

 ( 190,000
)

 Proceeds from sales of common stock

 —

 231,867

 Repayments to related party

 ( 27,375
)

 ( 694,225
)

 Repayment of Convertible note

 ( 39,043
)

 ( 39,043
)

 Proceeds from related party

 —

 756,227

 Repayment of note payable

 ( 79,070
)

 —

 Issuance of notes payable

 92,150

 —

 Net cash provided by financing activities

 38,812

 364,826

 Net increase in cash

 ( 12,529
)

 ( 142,048
)

 Cash, beginning of period

 13,058

 155,106

 Cash, end of period

 $

 $
 13,058

 Cash paid for:

 Interest

 $
 —

 $
 —

 Income taxes

 $
 —

 $
 —

 Supplemental non-cash investing and
 financing activities

 Debt discount related to convertible debt

 $
 35,576

 $
 325,916

 Reduction in derivative liability due to conversion

 $
 2,727,481

 $
 2,209,887

 Shares issued for conversion of convertible debt

 $
 1,684,671

 $
 2,165,464

 Share issuance for JV Metaverse

 $
 —

 $
 5,000

 Share issuance for JV Tokenize

 $
 —

 $
 1,500

 The accompanying footnotes are an integral part of
these consolidated financial statements.

 F- 7

 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. Effective August 5, 2019, the Company changed its name from Gopher Protocol Inc. to GBT Technologies
Inc. The Company derived revenues from (i) the provision of IT consulting services; and (ii) from the licensing of its technology.
(ii) from selling electronic products through e-commerce platforms.

 On February 18, 2022 the Company, effective March
1, 2022 entered into a Revenue Sharing Agreement ("RSA") with Mahaser LTD. ("Mahaser") pursuant to which the
Company shares revenues generated by Mahaser with respect to e-commerce sales through the online retail platform in the United States
of America. Effective July 1, 2023, the Company agreed to terminate the RSA with Mahaser Ltd.

owned subsidiary, Greenwich International Holdings, a Costa Rica corporation ("Greenwich"), entered into an Amended and Restated
Joint Venture (the "2023 Tokenize Agreement") with Magic Internacional Argentina FC, S.L. ("Magic") and GBT Tokenize
Corp ("GBT Tokenize"). GBT Tokenize has developed a vital device based on the Technology Portfolio that is ready for commercialization,
as well as certain derivative technologies, which positioned GBT Tokenize to further develop or license certain code sources. 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. As of September 30, 2023, the Company did not record the commercial transactions
as it was contingent per the Lock-Up term.

 The audited condensed CFS are prepared by the Company,
pursuant to the rules and regulations of the SEC. The information furnished herein reflects all adjustments, consisting only of normal
recurring adjustments, which in the opinion of management, are necessary to fairly state the Company's financial position, the
results of its operations, and cash flows for the periods presented.

 Basis of Presentation

 The accompanying CFS were prepared in conformity
with accounting principles generally accepted in the United States of America ("U.S. GAAP").

 Stock Split

 On October 26, 2021, the Company
effectuated a 1 for 50 reverse stock split. The share and per share information has been retroactively restated to reflect
this reverse stock split.

 In July 2, 2022 the Company filed
a preliminary information statement to the stockholders of record (the "Record Date") in connection with certain actions
to be taken by the written consent by stockholders holding a majority of the voting stock of the Company, dated as of June 28, 2022.

 F- 8

 To amend the Company's Articles of Incorporation, (the "Articles
 of Incorporation") to increase the number of authorized shares of common stock, par value $ 0.00001 per share (the "Common
 Stock"), of the Company from 2,000,000,000 shares to 10,000,000,000 shares. This action concluded on August 11, 2022:

 (i) authorize the Company's Board of Directors to effect, in
 its sole discretion, a reverse stock split of the Common Stock in a ratio of up to 1-for-500 (the "Reverse Stock Split"),
 and (ii) authorize the filing of an amendment to the Company's Articles of Incorporation to implement the Reverse Stock Split
 and any other action deemed necessary to effectuate the Reverse Stock Split, without further approval or authorization of stockholders,
 at any time prior to December 31, 2023. This action was not commenced by the Company's board.

 On October 12, 2023, the Company amended its articles
of incorporation to increase its authorized shares of common stock to 30,000,000,000 (the "Increase Amendment"). 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.

 Note 2 – Going Concern

 The accompanying CFS have been prepared assuming
the Company will continue as a going concern. The Company has an accumulated deficit of $ 315,993,294 and has a working
capital deficit of $ 31,781,634 as of December 31, 2023, which raises substantial doubt about its ability to continue as a going concern.

 The 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 – Discontinued Operations

 On February 18, 2022, the Company, effective March
1, 2022 entered into a Revenue Sharing Agreement ("RSA") with Mahaser LTD. ("Mahaser") pursuant to which the
Company shares in revenues generated by Mahaser e-commerce sales through the online retail platform in the United States of America.
Mahaser owns an e-commerce platform as a store which is the legal, exclusive owner of Ravenholm Electronics. The Company will operate
the e-commerce platform and entitled to 95% for all revenue generated by and received by Mahaser from March 1, 2022 through December
31, 2022. The RSA provides that the Company will be entitled to appoint a manager to Mahaser. As consideration, the Company will pay
Mahaser $ 100,000 no later than March 1, 2022 and issue Mahaser 1,000,000 shares of the Company's restricted common
stock. Effective July 1, 2023, the Company agreed to terminate the RSA with Mahaser Ltd.

 The following table presents the aggregate carrying
amounts of assets and liabilities of discontinued operations of Mahaser Ltd. in the consolidated balance sheet as of December 31, 2022:

 Schedule of aggregate carrying amounts of assets and
 liabilities

 Carrying amounts of assets included as part of discontinued
 operations:

 Cash and cash equivalents

 $
 93,581

 Accounts receivable, net

 25,244

 Inventory

 11,569

 Total assets classified as discontinued operations in
 the consolidated balance sheet

 $
 130,394

 Carrying amounts of liabilities included as part of discontinued
 operations:

 Accounts payable and accrued expenses

 $
 136,734

 Notes payable, noncurrent

 34,628

 Total liabilities classified as discontinued operations
 in the consolidated balance sheet

 $
 171,362

 F- 9

 The financial results of Mahaser Ltd. are
present as loss from discontinued operations, net of income taxes on our consolidated income through December 31, 2023 and 2022,
when our deconsolidation occurred. The following table presents the financial results of Mahaser:

 Schedule of loss from
 discontinued operations

 Year ended December 31,

 2023

 2022

 Revenues

 $
 349,204

 $
 1,107,555

 Cost of revenue

 324,918

 817,754

 Gross profit

 24,286

 289,801

 Operating expense

 Professional expenses

 20,039

 28,635

 General and administrative expenses

 42,605

 302,012

 Total operating expense

 62,644

 330,647

 Loss from operations of discontinued operations

 ( 38,358
)

 ( 40,846
)

 Other expense

 Other income

 Nonoperating expense - interest expense and financing

 Total other expense

 Loss from discontinued operations before provision for
 income taxes

 ( 38,385
)

 ( 40,978
)

 Provision for income taxes

 —

 —

 Loss from discontinued operations, net of income taxes

 $
 ( 38,385
)

 $
 ( 40,978
)

 Note 4 – Summary of Significant Accounting Policies

 Use of Estimates

 The preparation of CFS 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 CFS 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 CFS include valuation of derivatives and valuation allowance on deferred tax assets.

 Principles of Consolidation

 The accompanying CFS include the accounts of the
Company and its subsidiaries; the Company's 50% owned subsidiaries: GBT Tokenize Corp; and GBT BitSpeed Corp. (currently inactive)
and, Gopher Protocol Costa Rica Sociedad De Responsabilidad Limitada (currently inactive), a wholly owned subsidiary, AltCorp Trading
LLC, a Costa Rica company ("AltCorp" currently inactive) and Greenwich International Holdings, a Costa Rica corporation ("Greenwich"
currently inactive). All significant intercompany transactions and balances were eliminated.

 F- 10

 For entities determined to be VIEs, an evaluation
is required to determine whether the Company is the primary beneficiary. The Company evaluates its economic interests in the entity specifically
determining if the Company has both the power to direct the activities of the VIE that most significantly impact the VIE's economic
performance ("the power") and the obligation to absorb losses or the right to receive benefits that could potentially be
significant to the VIE ("the benefits"). When making the determination whether the benefits received from an entity are significant,
the Company considers the total economics of the entity, and analyzes whether the Company's share of the economics is significant.
The Company utilizes qualitative factors, and, where applicable, quantitative factors, while performing the analysis. In addition, the
Company's variable interests in Mahaser obligate the Company to absorb deficits and provide it with the right to receive benefits
that could potentially be significant to Mahaser. As a result of this analysis, the Company concluded it is the primary beneficiary of
Mahaser and therefore consolidates the balance sheets, results of operations and cash flows of Mahaser. The Company performs a qualitative
assessment of Mahaser on an ongoing basis to determine if it continues to be the primary beneficiary.

 Effective July 1, 2023 the Company terminated its
joint venture revenue sharing ("Termination Agreement") with Mahaser LTD ("Mahaser"). Until June 30, 2023, the
Company's variable interests in Mahaser obligate the Company to absorb deficits and provide it with the right to receive benefits
that could potentially be significant to Mahaser. As a result of this analysis, the Company concluded it is the primary beneficiary of
Mahaser and therefore consolidates the balance sheets, results of operations and cash flows of Mahaser until June 30, 2023. The Company
performs a qualitative assessment of Mahaser on an ongoing basis to determine if it continues to be the primary beneficiary. Per the
Termination Agreement, the Company has no access to Mahaser and ceased consolidated Mahaser as it does not comply with the condition
in the qualitative assess, and as such this CFS does not include Mahaser operations for the period ended December 31, 2023.

 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, 2023 and 2022, the Company did no t have any cash equivalents.

 Funds in Escrow

 Restricted cash is $ 375,000 as part of the SURG settlements
proceeds that needs to stay in escrow and $ 19,694 restricted cash that the court on January 28, 2022 awarded the Company with injunction
against RWJ defendants, where all funds generating from resale should be deposited into GBT blocked account, and therefore RWJ defendants
cannot use these funds without court order, neither the Company. According to settlement agreement made on September 26, 2022, these
funds held in escrow and no longer restricted. The Company entered into the Confidential Settlement Agreement and Mutual Release ("RJW
Agreement") by and between RWJ Advanced Marketing, LLC, Robert Warren Jackson, Gregory Bauer (collectively the "RJW Parties")
and W.L. Petrey Wholesale Company, Inc., ("Petrey") on one hand; and GBT Technologies Inc., on behalf of itself and its agents
(collectively the GBT Parties"), on the other hand. The Company the RJW Agreement effective September 26, 2022 with final signatures
delivered to the Company on or about October 5, 2022. Among other agreements the parties agreed and stipulated to release all funds currently
being held in a blocked account of $ 19,694 with 50% distributed to the RWJ Parties and 50% to the Company or its assignee.

 Marketable Securities

 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.

 F- 11

 Inventory (2022 and interim 2023)

 Inventory consists of electronic product ready for
sale online on e-commerce platforms. It is stated at the lower of cost or net realizable value and all inventories were returned product
from online customers. We value our inventory using the weighted average costing method. Our Company's policy is to include as
a part of inventory any freight incurred to ship the product from our contract vendors to our warehouses. Outbound freight costs to our
customers are considered period costs and reflected in selling, general and administrative expenses. We regularly review inventory and
consider forecasts of future demand, market conditions and product obsolescence.

 Note Receivable Paid-Off (2022)

 On September 18, 2020, the Company entered into a
Purchase and Sale Agreement with Mr. LightHouse LTD., an Israeli corporation ("MLH") pursuant to which the Company
agreed to sell and assign to MLH, effective July 1, 2020 all the shares, and certain specified liabilities, of Ugopherservices Corp.
("UGO"), a wholly owned subsidiary of the Company for $ 100,000 to be paid through the delivery of a promissory note
payable to the Company (the "Note"), upon the terms and subject to the limitations and conditions set forth in the Note.
At December 31, 2020, the Company determined this note was not collectible and took an impairment charge of $ 100,000. During July 2021,
MLH effected a $ 50,000 payment on the Note. During April 2022, MLH effected a second payment for additional $ 50,000 on the
Note exhausting the Note balance.

 Derivative Financial Instruments

 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, 2022 and 2021, the Company's only derivative financial instrument was an embedded conversion feature
associated with convertible notes payable due to certain provisions that allow for a change in the conversion price based on a percentage
of the Company's stock price at the date of conversion.

 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.

 F- 12

 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.

 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, 2023 and 2022, the Company identified
the following liabilities that are required to be presented on the balance sheet at FV:

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

 Fair Value

 Fair Value Measurements at

 As of

 December 31, 2022

 Description

 December 31, 2022

 Using Fair Value Hierarchy

 Level 1

 Level 2

 Level 3

 Conversion feature on convertible notes

 $

 1,714,143

 $

 —

 $

 1,714,143

 $

 —

 Fair Value

 Fair Value Measurements at

 As of

 December 31, 2023

 Description

 December 31, 2023

 Using Fair Value Hierarchy

 Level 1

 Level 2

 Level 3

 Conversion feature on convertible notes

 $

 14,116,062

 $

 —

 $

 14,116,062

 $

 —

 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 shares as treasury shares from acquisitions that were
commenced in 2011.

 Reclassification

 Certain prior year amounts have been reclassified
for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations.

 Effective July 1, 2023 the Company terminated its
joint venture revenue sharing ("Termination Agreement") with Mahaser LTD ("Mahaser"). Until June 30, 2023, the
Company's variable interests in Mahaser obligate the Company to absorb deficits and provide it with the right to receive benefits
that could potentially be significant to Mahaser. The Company evaluated for the period ended on June 30, 2023, whether it has a variable
interest in Mahaser, whether Mahaser is a VIE and whether the Company has a controlling financial interest in Mahaser. The Company concluded
that it has variable interests in Mahaser on the basis of GBT has 100% control over the JV/revenue sharing, and as such should consolidate
the JV into its books and records as it assigned 100% financial responsibility. Mahaser's equity at risk, as defined by GAAP, is
considered to be insufficient to finance its activities without additional support, and, therefore, Mahaser is considered a VIE. As termination
Agreement took place during the reporting period, the financial been classified to disclose this operation as discontinued operation.

 F- 13

 Revenue Recognition

 Accounting Standards Update ("ASU") No.
2014-09, Revenue from Contracts with Customers (" Topic 606 "), became effective for the Company on
January 1, 2018. The Company's revenue recognition disclosure reflects its updated accounting policies that are affected by this
new standard. The Company applied the "modified retrospective" transition method for open contracts for the implementation
of Topic 606. The Company had no significant post-delivery obligations, this new standard did not result in a
material recognition of revenue on the Company's accompanying CFS for the cumulative impact of applying this new standard. The
Company made no adjustments to its previously-reported total revenues, as those periods continue to be presented in accordance with its
historical accounting practices under Topic 605, Revenue Recognition.

 Revenue from providing IT consulting services
are recognized under Topic 606 in a manner that reasonably reflects the delivery of its services to customers in return
for expected consideration and includes the following elements:

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

 identification of performance obligations in the respective contract;

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

 allocation the transaction price to each performance obligation; and

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

 These five elements, as applied to each of the Company's IT revenue
category, is summarized below:

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

 These five elements, as applied to each of the Company's
license revenue category, is summarize below:

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

 E-Commerce sales – (discontinued during
2023)

 Identify the contract(s) with a customer. ASC 606 defines a contract
 as "an agreement between two or more parties that creates enforceable rights and obligations". Since this is an e-commerce
 sale on the Amazon of eBay websites, the Company just followed the general terms on Amazon or eBay websites and the customer entered
 into a contract with the Company based on the product listed on the Amazon or eBay websites;

 Identify the performance obligations in
the contract. According to the contract, the Company is responsible for operation exclusively. The Company is entitled to all revenue
which is being paid by Amazon or eBay into a designated bank account and the Company is responsible for all product acquisitions as well
as shipments. The only performance obligations were the electronic products that were listed on Amazon or eBay websites and the Company
determined each order is one single obligation;

 Determine the transaction price. The transaction price set to
be the listed price on the Amazon or eBay websites.;

 Allocation the transaction price to the performance obligations
in the contract.; and

 Recognize revenue when the Company satisfies a performance obligation.
Sales are being recognized upon shipment.

 F- 14

 Unearned revenue

 Unearned revenue represents the net amount received
for the purchase of products that have not seen shipped to the Company's customers. The Company has $ 0 and $ 48,921 of unearned
revenue at December 31, 2023 and 2022, respectively.

 Contract liabilities

 On February 22, 2022, the Company entered into an
Intellectual Property License and Royalty Agreement with Touchpoint Group Holdings, Inc. ("Touchpoint" or "TGHI")
pursuant to which the Company granted TGHI a worldwide license for its technologies for five years in the domains of Internet of Things
(IoT) and Artificial Intelligence enabled mobile technologies pertaining to the Company's digital currency technology (the "Technology").
GBT will charge TGHI royalties based on actual uses by TGHI of the Technology resulting from revenue attributable to the use, performance
or other exploitation of the Technology, to the extent applicable, after deducting any taxes that the Company may be required to collect,
and deducting any international sales, goods and services, value added taxes or similar taxes which the Company is required to pay, if
any, excluding deductions for taxes on the Company net income. TGHI agreed to issue the Company 10,000,000 shares of common
stock of TGHI in the FV of $ 50,000 as a onetime fee for the Company entering this Intellectual Property License and Royalty Agreement,
which was booked contract liabilities and amortized over the 5 five-year term. The Company has yet to earn any royalty income in
relation to this agreement as of December 31, 2022. The contract liabilities as of December 31, 2023 and December 31, 2022 was $ 0 and
$ 41,444, respectively.

 On or about May 10, 2023 TGHI filed with the SEC
Form 15 choosing to become a non-reporting entity. As such the Company void its entire contract liability with TGHI.

 Variable Interest Entity

 On February 18, 2022, the Company, effective March
1, 2022 entered into a Revenue Sharing Agreement ("RSA") with Mahaser LTD. ("Mahaser") pursuant to which the
Company shares in revenues generated by Mahaser e-commerce sales through the online retail platform in the United States of America.
Mahaser owns an e-commerce platform as a store which is the legal, exclusive owner of Ravenholm Electronics. The Company will operate
the e-commerce platform and entitled to 95% for all revenue generated by and received by Mahaser from March 1, 2022 through December
31, 2022. The RSA provides that the Company will be entitled to appoint a manager to Mahaser. As consideration, the Company will pay
Mahaser $ 100,000 no later than March 1, 2022 and issue Mahaser 1,000,000 shares of the Company's restricted common
stock. The Company shall have no obligations to make any further payments to Mahaser. For any further extensions, the Company will have
the option to extend the RSA for annual payment of $ 200,000, which can be payable with the Company's shares of common stock payable
based on 20 days VWAP prior to issuance. On March 16, 2022 the parties entered into Amendment No. 1 to the to the RSA, where all
consideration to be paid or issued to Mahaser will be deferred until such time where the e-commerce platform generated in cumulative
revenue of $1,000,000.

 On March 31, 2022, the parties entered into
Amendment No. 2 to the RSA, where Mahaser agreed to pay the Company 100% per year for all revenue generated by and received by
seller from the sales by Amazon within the United States of America as follows from March 1, 2022 through December 31, 2022. The
Company will be responsible for 100% of the cost of goods sold as well. In addition, the Company is entitled to earn 100% revenues
and cost of goods sold of the period from February 1, 2022 to February 28, 2022. On January 1, 2023 the company extended their
partnership to December 31, 2023. Effective July 1, 2023, the Company agreed to terminate the RSA with Mahaser Ltd. The years ended
on December 31, 2023 and December 31, 2022 does not include the result of operation by Mahaser, as it ceases being VIE.

 F- 15

 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 2022 inclusive.

 F- 16

 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 anti dilutive securities excluded from computation earnings per share

 2023

 2022

 Series B preferred stock

 Series C preferred stock

 Series H preferred stock

 Series I preferred stock

 1,000

 Warrants

 70,770

 70,770

 Convertible notes

 74,974,606,196

 3,949,223,831

 Total

 74,974,742,666

 3,949,360,301

 Management's Evaluation of Subsequent
Events

 The Company evaluates events
that have occurred after the balance sheet date of December 31, 2022, through the date which the CFS are issued. Based upon the review,
other than described in Note 20 – Subsequent Events, the Company did not identify any recognized or non-recognized subsequent events
that would have required adjustment or disclosure in the CFS.

 Recent Accounting Pronouncements

 In August 2020, the FASB issued ASU 2020-06, Debt—Debt
with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic
815-40)—Accounting for Convertible Instruments and Contracts in an Entity's Own Equity. ASU 2020-06 reduces the
number of accounting models for convertible debt instruments and convertible preferred stock. For convertible instruments with conversion
features that are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not
result in substantial premiums accounted for as paid-in capital, the embedded conversion features no longer are separated from the host
contract. ASU 2020-06 also removes certain conditions that should be considered in the derivatives scope exception evaluation under Subtopic
815-40, Derivatives and Hedging—Contracts in Entity's Own Equity, and clarify the scope and certain requirements
under Subtopic 815-40. In addition, ASU 2020-06 improves the guidance related to the disclosures and earnings-per-share (EPS) for convertible
instruments and contract in entity's own equity. ASU 2020-06 is effective for public business entities that meet the definition
of a SEC filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after
December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal
years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier
than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Board specified that an
entity should adopt the guidance as of the beginning of its annual fiscal year. The Company adopted this ASU on the CFS in the year ended
December 31, 2021. The adoption had no material impact on the CFS for the years ended December 31, 2023 and December 31, 2022.

 On April 2021, the FASB issued ASU 2021-04, " Earnings
Per Share (Topic 260), Debt— Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic
718), and Derivatives and Hedging— Contracts in Entity's Own Equity (Subtopic 815-40): Issuer's Accounting for Certain
Modifications or Exchanges of Freestanding Equity-Classified Written Call Options" (" ASU 2021-04 ")
to clarify the accounting by issuers for modifications or exchanges of equity-classified warrants. The new ASU is available here and
effective for all entities in fiscal years starting after December 15, 2021. Early adoption is permitted. The Company adopted this ASU
on the CFS in the year ended December 31, 2021. The adoption had no material impact on the CFS for the years ended December 31, 2023
and December 31, 2022.

 Management does not believe that any recently issued,
but not yet effective, accounting standards could have a material effect on the accompanying CFS. As new accounting pronouncements are
issued, we will adopt those that are applicable under the circumstances.

 F- 17

 Note 5 – Marketable Securities

 TGHI Agreement

 On January 28, 2022, the Company entered
into a Stock Purchase Agreement with Marko Radisic (the "Seller") and Touchpoint Group Holdings, Inc. ("TGHI")
pursuant to which the Company acquired 10,000 shares of Series A Convertible Preferred Stock (the "Touchpoint Preferred")
from the Seller for $ 125,000. The Touchpoint Preferred is convertible into 10,000,000 shares of common stock of Touchpoint.
On February 22, 2022, the Company entered into an Intellectual Property License and Royalty Agreement with TGHI pursuant
to which the Company granted TGHI a worldwide license for its technologies for five years in the domains of Internet of Things (IoT)
and Artificial Intelligence enabled mobile technologies pertaining to the Company's digital currency technology (the "Technology").
GBT will charge TGHI earned royalties based on actual uses by TGHI of the Technology resulting from revenue attributable to the use,
performance or other exploitation of the Technology, to the extent applicable, after deducting any taxes that the Company may be required
to collect, and deducting any international sales, goods and services, value added taxes or similar taxes which the Company is required
to pay, if any, excluding deductions for taxes on the Company net income. TGHI agreed to issue the Company 10,000,000 shares
of common stock of TGHI in the FV of $ 50,000 as a one-time fee for the Company entering this Intellectual Property License and Royalty
Agreement, which was booked contract liabilities and amortized over the five-year term. The Company has yet to earn any royalty income
order to this agreement as of December 31, 2023.

 TGHI converted the Touchpoint Preferred into 10,000,000 shares
of common stock of Touchpoint on February 23, 2022 resulting in the Company owning 20,000,000 shares of common stock of Touchpoint
in total FV of $ 6,000 as of December 31, 2022 based on level 1 stock price in OTC markets.

 On or about May 10, 2023 TGHI filed with the SEC
Form 15 choosing to become a non-reporting entity. As such the Company depreciate its entire investment with TGHI.

 MetAlert -prior name GTX Corp

 On April 12, 2022, GBT Tokenize Corp ("GBT
Tokenize"), a Nevada corporation which the Company owns 50% of the outstanding shares of common stock, entered into a series of
agreements with GTX Corp ("GTX") and various note holders of GTX pursuant to which Tokenize acquired a convertible promissory
note of GTX of $ 100,000 (the "GTX Notes"). In addition, GBT Tokenize acquired 76,923 (GBT acquired 5,000,000 in
the original deal, where GTX to perform a corporate action of 1:65 reverse split on September 20, 2022) shares of common stock of GTX
for $ 150,000 - in total FV of $ 12,538 as of December 31, 2022 based on level 1 stock price in OTC markets.

 The GTX Notes bear 10% interest and 50% of the
principal may be converted into shares of common stock on a one-time basis at a conversion price of $ 0.01 per
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 of the convertible principal with all unpaid interest in total of $ 95,770 due to
the collectability issue.

 MetAlert designs, manufactures and
sells various interrelated and complementary products and services in the wearable technology and IoMT (Internet of Medical Things) marketplace.

 On or about January 31, 2023 GTB Tokenize Corp the
Company's 50 % owned subsidiary, assigned $ 7,500 from the GTX Notes to Stanley Hills, LLC, which in turn converted said $ 7,500 plus
interest into 812,671 GTX shares. Stanley Hills, LLC credit GBT Tokenize for $ 146,037 for the transaction, reducing its credit outstanding
balances with the Company and GBT Tokenize Corp.

 F- 18

 As of December 31, 2022,
the notes had an outstanding balance of $ 190,000 and accrued interest of $ 8,475. As of December 31, 2023, the notes had an outstanding
balance of $ 46,250 and accrued interest of $ 0.

 As of December 31, 2023 and December 31, 2022, the
marketable security had a FV of $ 1,692 and $ 12,538, respectively.

 Note 6 – Investment Avant.

 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.

 Note 7 - Stock Loan Receivable

 On January 8, 2019, the Company entered into a Stock Pledge Agreement with
Latin American Exchange Latinex Casa de Cambio, S.A., a Costa Rica corporation ("Latinex"), to provide that Latinex may maintain
its required regulatory capital as required by various regulators. The Company has pledged 4,006 restricted shares of its common
stock valued at $7,610,147 (based on the closing price on the grant date) for a term of three years for an annual payment of $375,000
paid in quarterly installments of $93,750. In lieu of cash payment, Latinex may pay the Company in virtual currency of WISE Network S.A.
valued at a 50% discount of its offering price of $10 per token. In the event that Latinex's required capital has decreased below
$5,000,000, Latinex is permitted to sell the pledged shares of common stock only in an amount to ensure that Latinex can satisfy the required
capital levels. The Company must consent to such sale of the shares of common stock, which may not be unreasonably withheld. Upon expiration
of the agreement, the remaining shares of common stock shall be returned to the Company free and clear of all liens. The Company has recorded
the value of these shares of common stock as a stock loan receivable which is presented as a contra-equity account in the accompanying
consolidated balance sheets. At December 31, 2019, the Company wrote off the accrued interest income as Latinex did not perform any payment
and the Company has no mean to enforce this payment. Latinex agreed in principle to return the pledged 4,006 restricted shares of its
common stock to the Company for cancellation. The 4,006 restricted shares of common stock have not yet been returned to the Company as
of December 31, 2023.

 Note 8 – Impaired Investment

 Investment in GBT Technologies,
S.A.

 F- 19

 GBT
TECHNOLOGIES INC.

 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 in the principal amount of $ 10,000,000 issued by the Company (the "Gopher Convertible
Note") as well as the transfer and assignment of a Promissory Note payable by Gopher Protocol Costa Rica Sociedad De Responsabilidad
Limitada to the Company in the principal amount of $5,000,000 dated February 6, 2019 (of which the underlying security for this Promissory
Note is 30,000,000 restricted shares of common stock of Mobiquity Technologies, Inc. ("Mobiquity") and 60,000,000 restricted
shares of common stock of Mobiquity.

 The Gopher Convertible Note
bears interest of 6% and is payable at maturity on December 31, 2021. At the election of Gonzalez, the Gopher Convertible Note
can be converted into a maximum of 20,000 shares of Series H Preferred Stock. Each share of Series H Preferred Stock is convertible,
at the option of the holder but subject to the Company increasing its authorized shares of common stock, into such number of shares of
common stock of the Company as determined by dividing the Stated Value ($500 per share) by the conversion price ($500 per share).
The Series H Preferred Stock has no liquidation preference, does not pay dividends and the holder of Series H Preferred Stock shall be
entitled to one vote for each share of common stock that the Series H Preferred Stock may be convertible into. Upon conversion of
the Gopher Convertible Note and the 20,000 shares of Series H Preferred Stock, Gonzalez would be entitled to less than 50% of the resulting
outstanding shares of common stock of the Company following conversion in full and, as a result, such transaction is not considered a
change of control.

 On May 19, 2021, the Company,
entered into a Mutual Release and Settlement Agreement and Irrevocable Assignment of Note Balance Principal and Accrued Interest (the
"Gonzalez Agreement") with third party, GBT-CR, IGOR 1 Corp and Gonzalez. Pursuant to the Gonzalez Agreement, without any
party admission of liability and to avoid litigation, the parties had agreed to (i) extend the GBT Convertible Note maturity date to
December 31,2022, (ii) amend the GBT Convertible Note terms to include a beneficial ownership blocker of 4.99% and a modified conversion
feature to the GBT Convertible Note with 15% discount to the market price during the 20 trading day period ending on the latest complete
trading day prior to the conversion date and (iii) provided for an assignment of the GBT Convertible Note by Gonzalez to a third party.

 GBT-CR is in the business of the strategic management
of BPO (Business Process Outsourcing) digital communications processing for enterprises and startups, distributed ledger technology development,
AI development and fintech software development and applications.

 The Company accounted for its investment in GBT-CR
using the equity method of accounting; however, in 2020, the Company owned less than 20% after GBT-CR issued additional shares to other
investors therefore exercised no control over GBT-CR; therefore, this investment is currently accounted for under the cost method. Moreover,
on March 19, 2020, California Governor Gavin Newsom issued a stay-at-home order to protect the health and well-being of all Californians
and to establish consistency across the state in order to slow the spread of COVID-19. California was therefore under strict quarantine
control and travel has been severely restricted, resulting in disruptions to work, communications, and access to files (due to limited
access to facilities). The stay-at-home order was lifted in California only on January 25, 2021. As such, the Company was unable to access
or to contact GBT-CR on an on-going basis, and cannot get information about GBT-CR.

 F- 20

 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.

 Through this Joint Venture the parties commenced
development of an intelligent human vital signs' device, which we currently refer to as the qTerm. The platform is an expansion
of the existing license agreement with GBT Tokenize Corp., which provided GBT Tokenize Corp. with an exclusive territory of California
to develop certain of the Company's technology. As the nature of the platform cannot be restricted only to California, the Company's
joint venture GBT Tokenize Corp. will be compensated with additional two hundred million shares of the Company to strengthen its funding,
subject to board approval. A provisional patent application for the qTerm Medical Device was filed on March 30, 2020 with the USPTO. 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.

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").

 F- 21

 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.

 Although the investment was impaired, the product
development is still ongoing. The carrying amount of this investment at December 31, 2023 and December 31, 2022, was $ 0 and $ 0, respectively.

 Note 9 – Accounts Payable and Accrued Expenses

 Accounts payable and accrued expenses at December 31, 2023 and 2022 consist
of the following:

 Schedule of accounts payable and accrued expenses

 2023

 2022

 Accounts payable

 $
 773,974

 $
 876,266

 Accrued liabilities

 499,492

 543,887

 Accrued interest

 4,099,380

 3,143,945

 Total

 $
 5,372,846

 $
 4,564,098

 Note 10 – Unearned Revenue

 Unearned revenue represents the net amount received
for the purchase of products that have not seen shipped to the Company's customers. In 2018, the Company ran pre-sales efforts
for its pet tracker product and received prepayments for its product. The Company has $ 0 and $ 48,921 of unearned revenue at December
31, 2023 and December 31, 2022, respectively.

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

 Convertible notes payable – non related parties at December 31,
2023 and 2022 consist of the following:

 Schedule
 of convertible notes payable – non related parties

 2023

 2022

 Convertible note payable to GBT Technologies
 S.A

 $
 5,175,496

 $
 6,395,531

 Convertible notes payable to 1800

 70,760

 191,275

 Convertible notes payable to Glen

 462,500

 —

 Total convertible notes payable, non related parties

 5,708,756

 6,586,788

 Unamortized debt discount

 ( 43,739
)

 ( 189,060
)

 Convertible notes payable – non related parties

 5,665,017

 6,397,727

 Less current portion

 ( 5,665,017
)

 ( 6,397,727
)

 Convertible notes payable – non related parties,
 long-term portion

 $
 —

 $
 —

 F- 22

 $10,000,000 for GBT Technologies S. A. acquisition

 In accordance with the acquisition
of GBT-CR the Company issued a convertible note in the principal amount of $ 10,000,000. The convertible note bears interest of 6 % and
is payable at maturity on December 31, 2021. At the election of the holder, the convertible note can be converted into a maximum
of 20,000 shares of Series H Preferred Stock. Each share of Series H Preferred Stock is convertible, at the option of the holder
but subject to the Company increasing its authorized shares of common stock, into such number of shares of common stock of the Company
as determined by dividing the Stated Value ($500 per share) by the conversion price ($ 500 per share). This convertible note may
convert into shares of the Company's common stock at a conversion price equal to 85 % of the lowest trading price with a 20-day
look back immediately preceding the date of conversion and therefore recorded as derivative liability.

 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
December 31, 2023, IGOR 1 converted $1,182,535 of the convertible note into 6,309,235,294 shares of the Company's common stock.

the note had an outstanding balance of $ 5,175,496 and accrued interest of $ 2,358,241.

 Paid Off Notes/Converted
Notes

 Sixth Street Lending
LLC – named changed - 1800 Diagonal Lending LLC -

 On May 5, 2022, the Company entered into a Securities
Purchase Agreement with 1800 Diagonal Lending LLC, an accredited investor ("DL"), pursuant to which the Company issued to
DL a Convertible Promissory Note (the "DL Note") of $ 244,500 for $ 203,500. The DL Note had a maturity date of August
4, 2023 and the Company had agreed to pay interest on the unpaid principal balance of the DL Note at 6.0 % from the date on
which the DL Note is issued (the "Issue Date") until the same becomes due and payable, whether at maturity or upon acceleration
or by prepayment or otherwise. The Company shall have the right to prepay the DL Note at any time from the Issue Date and continuing
through 180 days following the Issue Date, provided it makes a payment including a prepayment premium to DL as set forth in the DL Note.
The transactions described above funded on May 9, 2022.

not be converted prior to the period beginning on the date that is 180 days following the Issue Date. Following the 180 th day,
DL may convert the DL Note into shares of the Company's common stock at a conversion price equal to 85 % of
the lowest trading price during the 20-day period immediately preceding the date of conversion. In addition, upon the occurrence and
during the continuation of an Event of Default (as defined in the DL Note), the DL Note shall become immediately due and payable and
the Company shall pay to DL, in full satisfaction of its obligations hereunder, additional amounts as set forth in the DL Note. In no
event shall DL be allowed to effect a conversion if such conversion, along with all other shares of Company common stock beneficially
owned by DL and its affiliates would exceed 4.99 % of the outstanding shares of the common stock of the Company.

 F- 23

 Unless the Company shall have first delivered to
DL, at least 48 hours prior to the closing of any equity (or debt with an equity component) financing in an amount less than $150,000
("Future Offering"), written notice describing the proposed Future Offering and providing the Buyer an option during the
48 hour period following delivery of such notice to DL the securities being offered in the Future Offering on the same terms as contemplated
by such Future Offering then the Company is restricted from conducting the Future Offering during the period beginning on the Issue Date
and ending nine months following the Issue Date.

 During the period ended March 31, 2023, the entire
balance of convertible note of $ 114,100 plus accrued interest of $ 7,335 was converted into 367,004,026 shares of common
stock.

 Convertible Note - On September 13, 2022, the Company
entered into a Securities Purchase Agreement (dated September 9, 2022) with 1800 Diagonal Lending LLC, an accredited investor ("DL")
pursuant to which the Company issued to DL a Promissory Note (the "DL Note") of $ 116,200 with an original issue discount
of $ 12,450 resulting in net proceeds of the Company of $ 103,750. The DL Note had a maturity date of September 9, 2023 and
the Company had agreed to pay interest on the unpaid principal balance of the DL Note at the rate of 12.0% from the date on which the
DL Note is issued (the "Issue Date"). A one-time interest charge of 12 % or $ 13,944 was applied on the Issue Date
to the principal amount owed under the DL Note. Accrued, unpaid interest and outstanding principal, subject to adjustment, shall be paid
in ten payments of $13,014.40 resulting in a total payback to DL of $130,144. The first payment is due October 30, 2022 with nine subsequent
payments each month thereafter. The Company shall have a five-day grace period with respect to each payment. The Company has right to
accelerate payments or prepay in full at any time with no prepayment penalty. This DL Note shall not be secured by any collateral or
any assets of the Company. The outstanding principal amount of the DL Note may not be converted into the Company common shares except
in the event of default. In the event of default on the DL Note, DL may convert the DL Note into shares of the Company's common
stock at a conversion price equal to 75 % of the lowest trading price with a 10-day look back immediately preceding the
date of conversion. In addition, upon the occurrence and during the continuation of an event of default (as defined in the DL Note),
the DL Note shall become immediately due and payable and the Company shall pay to DL, in full satisfaction of its obligations hereunder,
additional amounts as set forth in the DL Note. In no event shall DL be allowed to effect a conversion if such conversion, along with
all other shares of Company common stock beneficially owned by DL and its affiliates would exceed 4.99 % of the outstanding shares
of the common stock of the Company.

 During the period ended December 31, 2023, the
company paid back $ 39,043 to 1800 Diagonal lending and the remaining convertible note balance been converted into 136,993,684 shares.

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

 Outstanding Notes

 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- 24

the consolidated convertible note had an outstanding balance of $ 462,500 and an accrued interest of $ 106,072.

 Sixth Street Lending
LLC – named changed - 1800 Diagonal Lending LLC

 Straight Note – with
Convertible Feature - On March 1, 2023, the Company entered into a Securities Purchase Agreement, with 1800 Diagonal Lending LLC, an
accredited investor ("DL") pursuant to which the Company issued to DL a Promissory Note (the "DL Note") of $ 59,408
with an original issue discount of $ 6,258 resulting in net proceeds of the Company of $ 53,150. The DL Note had a maturity date of June
1, 2024 and the Company had agreed to pay interest on the unpaid principal balance of the DL Note at the rate of 12.0% from the date
on which the DL Note is issued. A one-time interest charge of 12 % or $ 7,128 was applied on the issuance date of the DL Note to the principal
amount owed under the DL Note. Accrued, unpaid interest and outstanding principal, subject to adjustment, shall be paid in ten payments
of $ 6,654 resulting in a total payback to DL of $ 66,536. The first payment is due April 15, 2023 with nine subsequent payments each month
thereafter. The Company shall have a five-day grace period with respect to each payment. The Company has right to accelerate payments
or prepay in full at any time with no prepayment penalty. This DL Note shall not be secured by any collateral or any assets of the Company.

 The outstanding principal
amount of the DL Note may not be converted into the Company common shares except in the event of default. In the event of default on
the DL Note, DL may convert the DL Note into shares of the Company's common stock at a conversion price equal to 75 % of the lowest
trading price during the 10 day period immediately preceding the date of conversion. In addition, upon the occurrence and during the
continuation of an event of default (as defined in the DL Note), the DL Note shall become immediately due and payable and the Company
shall pay to DL, in full satisfaction of its obligations hereunder, additional amounts as set forth in the DL Note. In no event shall
DL be allowed to affect a conversion if such conversion, along with all other shares of Company common stock beneficially owned by DL
and its affiliates would exceed 4.99 % of the outstanding shares of the common stock of the Company.

 As of December 31, 2023, the note had an outstanding balance of $ 1,486.

 Convertible Note - On March
1, 2023, the Company entered into a Securities Purchase Agreement with DL pursuant to which the Company issued to DL a Convertible Promissory
Note (the "DL Convertible Note") of $ 62,680 for a purchase price of $ 52,150. The DL Convertible Note had a maturity date
of June 1, 2024 and the Company had agreed to pay interest on the unpaid principal balance of the DL Convertible Note at the rate of
6.0% from the date on which the DL Convertible Note is issued until the same becomes due and payable, whether at maturity or upon acceleration
or by prepayment or otherwise. The Company shall have the right to prepay the DL Convertible Note, provided it makes a payment including
a prepayment to DL as set forth in the DL Convertible Note.

 The outstanding principal
amount of the DL Convertible Note may not be converted prior to the period beginning on the date that is 180 days following the date
the DL Convertible Note is issued. Following the 180th day, DL may convert the DL Convertible Note into shares of the Company's
common stock at a conversion price equal to 85 % of the lowest trading price during the 20-day period preceding the date of conversion.
In addition, upon the occurrence and during the continuation of an event of default (as defined in the DL Convertible Note), the DL Convertible
Note shall become immediately due and payable and the Company shall pay to DL, in full satisfaction of its obligations hereunder, additional
amounts as set forth in the DL Convertible Note. In no event shall DL be allowed to effect a conversion if such conversion, along with
all other shares of Company common stock beneficially owned by DL and its affiliates would exceed 4.99 % of the outstanding shares of
the common stock of the Company.

 During the period ended
December 31, 2023, 1800 Diagonal converted $ 42,500 of the convertible note into 500,000,000 shares of the Company's common stock.

the note had an outstanding balance of $ 20,180 and accrued interest of $ 6,041.

 F- 25

 GBT
TECHNOLOGIES INC.

 Straight Note $47,208 - On April 24, 2023,
the Company entered into a Securities Purchase Agreement, with 1800 Diagonal Lending LLC, an accredited investor ("DL") pursuant
to which the Company issued to DL a Promissory Note (the "DL Note") in the aggregate principal amount of $ 47,208 with an
original issue discount of $ 5,058 resulting in net proceeds of the Company of $ 42,150. The DL Note has a maturity date of April 24, 2024
and the Company has agreed to pay interest on the unpaid principal balance of the DL Note at the rate of 12.0% per annum from the date
on which the DL Note is issued (the "Issue Date"). A one-time interest charge of 12 % or $ 5,664 was applied on the Issue Date
to the principal amount owed under the DL Note. Accrued, unpaid interest and outstanding principal, subject to adjustment, shall be paid
in ten payments each in the amount of $ 5,287.20 resulting in a total payback to DL of $ 52,872. The first payment is due June 15, 2023
with nine subsequent payments each month thereafter. The Company shall have a five-day grace period with respect to each payment. The
Company has right to accelerate payments or prepay in full at any time with no prepayment penalty. This DL Note shall not be secured
by any collateral or any assets of the Company.

not be converted into the Company common shares except in the event of default. In the event of default on the DL Note, DL may convert
the DL Note into shares of the Company's common stock at a conversion price equal to 75 % of the lowest trading price
with a 10-day look back immediately preceding the date of conversion. In addition, upon the occurrence and during the continuation of
an event of default (as defined in the DL Note), the DL Note shall become immediately due and payable and the Company shall pay to DL,
in full satisfaction of its obligations hereunder, additional amounts as set forth in the DL Note. In no event shall DL be allowed to
affect a conversion if such conversion, along with all other shares of Company common stock beneficially owned by DL and its affiliates
would exceed 4.99 % of the outstanding shares of the common stock of the Company.

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

 Convertible Note $50,580 - On April 24, 2023,
the Company entered into a Securities Purchase Agreement with 1800 Diagonal Lending LLC, an accredited investor ("DL") pursuant
to which the Company issued to DL a Convertible Promissory Note (the "DL Note") in the aggregate principal amount of $ 50,580
for a purchase price of $ 42,150. The DL Note has a maturity date of July 24, 2024 and the Company has agreed to pay interest on the unpaid
principal balance of the DL Note at the rate of six percent (6.0%) per annum from the date on which the DL Note is issued (the "Issue
Date") until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. The Company
shall have the right to prepay the DL Note, provided it makes a payment including a prepayment to DL as set forth in the DL Note.

not be converted prior to the period beginning on the date that is 180 days following the Issue Date. Following the 180 th day,
DL may convert the DL Note into shares of the Company's common stock at a conversion price equal to 85 % of the lowest
trading price with a 20-day look back immediately preceding the date of conversion. In addition, upon the occurrence and during the continuation
of an Event of Default (as defined in the DL Note), the DL Note shall become immediately due and payable and the Company shall pay to
DL, in full satisfaction of its obligations hereunder, additional amounts as set forth in the DL Note. In no event shall DL be allowed
to effect a conversion if such conversion, along with all other shares of Company common stock beneficially owned by DL and its affiliates
would exceed 4.99 % of the outstanding shares of the common stock of the Company.

the note had an outstanding balance of $ 50,580 and an accrued interest of $ 3,966.

 Convertible notes payable – prior related parties at December
31, 2023 and December 31, 2022 consist of the following:

 Schedule of convertible note payable

 2023

 2022

 Convertible note payable to Stanley Hills

 661,395

 116,605

 Unamortized debt discount

 —

 —

 Convertible notes payable, net, related party

 661,395

 116,605

 Less current portion

 ( 661,395
)

 ( 116,605
)

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

 $
 —

 $
 —

 F- 26

 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 June 30, 2024. Stanley may convert the consolidated convertible Note into shares of the Company's
common stock at a conversion price equal to 85 % of the lowest trading price during the 20-day period preceding the date of conversion.
The Company recorded a gain on debt extinguishment of $ 408,034 at the issuance date.

 As of December 31, 2023
and December 31, 2022 the principal balance of Stanley debt is $ 661,395 and $ 116,605 respectively. The unpaid interest of the Stanley
debt at December 31, 2023 and December 31, 2022 was $ 49,482 and $ 20,033, respectively.

 Discounts on convertible notes

 The Company recognized debt discount of $ 113,260
and $ 438,015 during the twelve months ended December 31, 2023 and 2022, respectively, related to the amortization of the debt discount
on convertible notes. The unamortized debt discount at December 31, 2023 and at December 31, 2022 was $ 43,739 and $ 189,060, respectively.

 A roll-forward of the convertible notes payable from
December 31, 2022 to December 31, 2023 is below:

 Schedule of roll-forward of the convertible notes payable

 Convertible notes payable, December 31, 2022

 $
 6,514,332

 Issued for cash

 1,375,760

 Debt discount related to new convertible notes

 ( 113,260
)

 Payment with cash

 ( 76,543
)

 Conversion to common stock

 ( 1,632,459
)

 Amortization of debt discounts

 258,582

 Convertible notes payable, December 31, 2023

 $
 6,326,412

 Note –12 - Notes Payable, Non-related Parties
and Related Party

 Notes payable, non-related parties at December 31,
2023 and December 31, 2022 consist of the following:

 F- 27

 Schedule of notes payable

 2023

 2022

 1800 note

 $
 27,546

 $
 —

 SBA loan

 350,000

 350,000

 Total notes payable

 377,546

 350,000

 Unamortized debt discount

 ( 2,265
)

 —

 Notes payable

 375,281

 350,000

 Less current portion

 ( 46,533
)

 ( 41,137
)

 Notes payable, long-term portion

 $
 328,748

 $
 308,863

 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 balance of the note at December 31, 2023 and at December
31, 2022 was $ 350,000 and $ 350,000 plus accrued interest of $ 36,832 and $ 23,707, respectively. The Company did not perform any payment
on the loan and seeking hardship from the SBA for reduce payment which was not yet addressed by the SBA.

 Discounts
on Promissory Note

 The
Company recognized debt discount of $ 64,351 and $ 0 during the period ended December 31, 2023 and December 31, 2022, respectively, related
to the amortization of the debt discount on promissory notes. The unamortized debt discount at December 31, 2023 and at December 31,
2022 was $ 2,265 and $ 0, respectively.

 Notes payable, related party at December 31, 2023
and December 31, 2022 consist of the following:

 Schedule of notes payable related parties

 2023

 2022

 Alpha Eda note payable

 $

 $

 Total notes payable, related party

 Unamortized debt discount

 —

 —

 Notes payable, net, related party

 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 March 31, 2023 Alpha and the Company extended the note maturity to December 31, 2023. The balance
of the note at December 31, 2023 and at December 31, 2022 was $ 140,000 and $ 140,000 plus accrued interest of $ 46,633 and $ 32,633,
respectively.

 F- 28

 Note 13 – Accrued Settlement

 In connection with a legal matter filed by the Investor
of the $ 8,340,000 Senior Secured Redeemable Convertible Debenture, on December 23, 2019, in the pending arbitration between the
Company and the Investor, an Interim Award was entered in favor of the Investor. On January 31, 2020, the Company was informed that a
final award was entered (the "Final Award"). The Final Award affirms that certain sections of the Senior Secured Redeemable
Convertible Debenture (the "Debenture") constitute unenforceable liquidated damages penalties and were stricken. Further,
it was determined that the Investor was entitled to recovery of their attorney's fees. Consequently, the arbitrator awarded Investor
an award of $ 4,034,444 plus interest of 7.25 % accrued from May 15, 2019 (presented separately in accounts payable and accrued
expenses) and costs of $ 55,613. In connection with this settlement, the Company recognized a gain on the settlement of debt of $ 1,375,556 in
2019 as the difference between the carrying amount of the debt and the amount awarded by the arbitrator. The Company recorded accrued
settlement of $ 4,090,057 and $ 4,090,057 at December 31, 2023 and at December 31, 2022, respectively.

 Note 14 - Derivative Liability

 Certain of the convertible notes payable discussed
in Note 10 have a conversion price that can be adjusted based on the Company's stock price which results in the conversion feature
being recorded as a derivative liability.

 The FV of the derivative liability is recorded and
shown separately under current liabilities. Changes in the FV of the derivative liability is recorded in the statement of operations
under other income (expense).

 The Company uses a weighted average Black-Scholes
option pricing model with the following assumptions to measure the FV of derivative liability at December 31, 2023 and 2022:

 Schedule of assumptions to measure fair value

 2023

 2022

 Stock price

 $
 0.001

 $
 0.001

 Risk free rate

 5.26
 – 5.60
 %

 4.42
 – 4.76
 %

 Volatility

 – 502
 %

 – 277
 %

 Conversion/ Exercise price

 $
 0.000075 – 0.000085

 $
 0.0015 – 0.0017

 Dividend rate

 %

 %

 The following table represents the Company's
derivative liability activity for the period ended December 31, 2023:

 Schedule
 of derivative liability activity

 Derivative liability balance, December 31, 2022

 $
 1,714,143

 Issuance of derivative liability during the period

 1,369,920

 Fair value of beneficial conversion feature of debt converted

 ( 2,727,482
)

 Change in derivative liability during the period

 13,759,482

 Derivative liability balance, December 31, 2023

 $
 14,116,062

 The significant increase in the fair value of derivative liability was
mainly due to the Company's stock price dropping from $ 0.001 at December 31, 2022 to $ 0.0001 at December 31, 2023. It reduced the
strike price of the convertible notes and increased the total liabilities of the total convertible shares into common stock as of December
31, 2023.

 Note 15 - 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.

 F- 29

 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 period ended December 31, 2023, the Company
had the following transactions in its common stock:

 Of 8,618,101,622 shares issued for the conversion of convertible notes
 of $ 1,632,459 and accrued interest of $ 52,211; and

 Of 100,000,000 Shares issued to Pacific Capital Markets LLC for
 certain for service agreement between Pacific Capital Markets LLC. and the Company. The value of the shares of $ 80,000 was determined
 based on the FV of the Company's common stock at the time of issuance;

 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 30 posts
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.

there were 45,000 Series B Preferred Shares outstanding.

 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.

 F- 30

 At December 31, 2023 and at December 31, 2022, GV
owns 700 Series C Preferred Shares.

 Series D Preferred Shares

there are 0 and 0 shares of Series D Preferred Shares outstanding, respectively.

 Series G Preferred Shares

there are 0 and 0 shares of Series G Preferred Shares outstanding, 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.

there are 20,000 shares of Series H Preferred Shares outstanding.

 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, 2023, there are 1,000 shares of
Series I Preferred Shares outstanding.

 F- 31

 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, 2023, the Company has 8 treasury shares on a cost basis of $ 11,059.

 Shares T o B e C ancelled

 As of December 31, 2013, the Company had repurchased
8-post-split shares (38,000 pre-split) shares of its common shares in the open market, which were returned to treasury. On December 31,
2014, the Company returned 40,000 post-split shares (200,000,000 pre-split shares) to the Company in connection with the dissolution
of the licensing agreement with Micrologic.

 During the first quarter of 2015, the Company's
counsel, who had previously been issued 32,000 shares as compensation, returned those shares to the Company.

 As of December 31, 2023, the Company has 1,032 shares to be cancelled on a cost basis of $ 632,000.

 Warrants

 The following is a summary of warrant activity.

 Schedule
 of for warrant activity

 Weighted

 Weighted

 Average

 Average

 Remaining

 Aggregate

 Warrants

 Exercise

 Contractual

 Intrinsic

 Outstanding

 Price

 Life

 Value

 Outstanding,
 December 31, 2022

 70,770

 $
 205.07

 0.30

 $
 —

 Granted

 —

 —

 —

 Forfeited

 70,370

 Exercised

 —

 Outstanding,
 December 31, 2023

 $
 1,595

 0.02

 $
 —

 Exercisable,
 December 31, 2023

 $
 1,595

 0.02

 $
 —

 Note 16 - Income Taxes

 At December 31, 2023 and 2022, the significant components of the
deferred tax assets are summarized below:

 Schedule of components of deferred tax assets

 2023

 2022

 Deferred income tax asset

 Net operating loss carryforwards

 $
 10,216,110

 $
 9,182,327

 Total deferred income tax asset

 10,216,110

 9,182,327

 Less: valuation allowance

 ( 10,216,110
)

 ( 9,182,327
)

 Total deferred income tax asset

 $
 —

 $
 —

 The valuation allowance increased by $ 1,072,552 and
$ 237,089 in 2023 and 2022, respectively, as a result of the Company generating additional net operating losses. The Company's net
operating loss carryforward of approximately $ 31,663,196 begin to expire in 2025.

 F- 32

 No income tax expense reflected in the consolidated
statements of income for the years 2023 and 2022.

 The reconciliation of the effective income tax rate to the federal statutory
rate for the years ended December 31, 2023 and 2022 is as follows:

 Schedule of effective income tax rate reconciliation

 2023

 2022

 Percent

 Percent

 Federal statutory rates

 $
 ( 3,735,296
)

 21.0
 %

 $
 1,118,010

 21.0
 %

 State income taxes

 ( 1,422,970
)

 8.0
 %

 425,908

 8.0
 %

 Permanent differences

 4,083,900

 - 33.5
 %

 ( 1,784,116
)

 - 33.5
 %

 Valuation allowance against net deferred tax assets

 1,074,366

 4.5
 %

 237,089

 4.5
 %

 Effective rate

 $
 —

 —
 %

 $
 —

 —
 %

 The Company periodically evaluates the likelihood
of the realization of deferred tax assets, and adjusts the carrying amount of the deferred tax assets by the valuation allowance to the
extent the future realization of the deferred tax assets is not judged to be more likely than not. The Company considers many factors
when assessing the likelihood of future realization of its deferred tax assets, including its recent cumulative earnings experience by
taxing jurisdiction, expectations of future taxable income or loss, the carryforward periods available to the Company for tax reporting
purposes, and other relevant factors.

 Future changes in the unrecognized tax benefit will
have no impact on the effective tax rate due to the existence of the valuation allowance. The Company estimates that the unrecognized
tax benefit will not change significantly within the next twelve months. The Company will continue to classify income tax penalties and
interest as part of general and administrative expense in its consolidated statements of operations. There were no interest or penalties
accrued as of December 31, 2023 and 2022.

 Note 17 - Related Parties

 Related parties are natural persons or other entities
that have the ability, directly or indirectly, to control another party or exercise significant influence over the party in making financial
and operating decisions. Related parties include other parties that are subject to common control or that are subject to common significant
influences.

 On October 10, 2019, the Company entered into a Joint
Venture Agreement (the "BitSpeed Agreement") with BitSpeed LLC, which is owned by Douglas Davis, the prior Company's
Chief Executive Officer (From January 1, 2019 to April 11, 2020), to form GBT BitSpeed Corp., a Nevada company ("GBT BitSpeed").
The purpose of GBT BitSpeed is to develop, maintain and support its proprietary Extreme Transfer Software Application Concurrency, a
software application to transfer secure, accelerated transmission of large file data over networks, and connection to cloud storage,
Network-Attached Storage (NAS) and Storage Area Networks (SANs) ("Concurrency"). BitSpeed shall contribute the services and
resources for the development of Concurrency to GBT BitSpeed. The Company shall contribute 10 million shares of common stock of the Company
to GBT BitSpeed. BitSpeed and the Company will each own 50 % of GBT BitSpeed. The Company shall appoint two directors and BitSpeed shall
appoint one director of GBT BitSpeed. In addition, GBT BitSpeed and Mr. Davis entered into a Consulting Agreement in which Mr. Davis
is engaged to provide services for $ 10,000 per month payable quarterly which may be paid in shares of common stock calculated by the
amount owed divided by the Company's 20-day VWAP. Mr. Davis will provide services in connection with the development of the business
as well as GBT BitSpeed's capital raising efforts. The term of the Consulting Agreement was two years. The closing of the BitSpeed
Agreement occurred on October 14, 2019. On March 31, 2023 Doug Davis gave notice to the Company of termination of the consulting agreement
dated October 10, 2019.

 F- 33

owned subsidiary, Greenwich International Holdings, a Costa Rica corporation ("Greenwich"), entered into an Amended and Restated
Joint Venture (the "2023 Tokenize Agreement") with Magic Internacional Argentina FC, S.L. ("Magic") and GBT Tokenize
Corp ("GBT Tokenize"). On March 6, 2020, the Company through Greenwich entered into a Joint Venture and Territorial License
Agreement (the "2020 Tokenize Agreement") with Tokenize-It, S.A. ("Tokenize"). Under the 2020 Tokenize Agreement,
the parties formed GBT Tokenize and Tokenize contributed its technology portfolio as described in the 2020 Tokenize Agreement with each
Tokenize and the Company owning 50 % of GBT Tokenize. The purpose of GBT Tokenize is to develop, maintain and support source codes for
its proprietary technologies including advanced mobile chip technologies, tracking, radio technologies, AI core engine, electronic design
automation, mesh, games, data storage, networking, IT services, business process outsourcing development services, customer service,
technical support and quality assurance for business, customizable and dedicated inbound and outbound calls solutions, as well as digital
communications processing for enterprises and start-ups ("Technology Portfolio").

 In addition to the Technology Portfolio,
Tokenize contributed the services and resources for the development of the Technology Portfolio to GBT Tokenize. The Company
contributed 2,000,000 shares
of common stock. On May 28, 2021, the parties agreed to amend the 2020 Tokenize Agreement to expand the territory granted for the
Technology Portfolio under the license to GBT Tokenize to include the entire continental United States. The Company issued GBT
Tokenize an additional 14,000,000 shares
of common stock. On June 30, 2021, Tokenize and its shareholder assigned all their rights under the 2020 Tokenize Agreement,
including the Company's pledged 50 %
ownership in GBT Tokenize to Magic. On April 11, 2022, the Company, through Greenwich, entered into a Master Joint Venture and
Territorial License Agreement (the "2022 Tokenize Agreement") with Magic and Tokenize which replaced the 2020 Tokenize
Agreement. The Company issued GBT Tokenize an additional 150,000,000 shares
of common stock of the Company. GBT Tokenize has developed a vital device based on the Technology Portfolio that is ready for
commercialization, as well as certain derivative technologies, which positioned GBT Tokenize to further develop or license certain
code sources. On April 3, 2023, GBT Tokenize entered its first commercial transaction to date through the sale of the Avant-AI!
technology that been developed by GBT Tokenize, based on the Technology Portfolio pursuant to which GBT Tokenize received 26,000,000 shares
of common stock of Buyer's shares – Avant Technologies, Inc. The 2023 Tokenize Agreement restated and replaced the 2022
Tokenize Agreement. Pursuant to the 2023 Tokenize Agreement, as a result of the contribution of the Technology Portfolio by Tokenize
and the subsequent contribution of services for the development of the Technology Portfolio by Tokenize and Magic, GBT Tokenize has
been able to continue in operation, which has benefited the Company despite its contribution of 166 million
shares of common stock valued at approximately $ 50,000.
In order to maintain its 50 %
ownership interest in GBT Tokenize, the Company agreed to contribute its portfolio of intellectual property to GBT Tokenize and
issue to GBT Tokenize 1,000 shares
of Series I Preferred Stock (the "Series I Stock") with a stated value of $ 35,000 per
share which is convertible into common stock of the Company by dividing the stated value by the conversion price of $ 0.0035,
which, if converted in full would result in the issuance of 10 billion shares of common stock of the Company. Further, the Series I
Stock will vote on an as converted basis. The Company pledged its 50% ownership in GBT Tokenize and its 100% ownership of Greenwich
to Magic to secure its Technology Portfolio investment.

 Yello Partners Inc.

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

 Alpha Eda Note Payable – Related Party

 On November 15, 2020, the Company issued a
promissory note to Alpha Eda, LLC ("Alpha"), a related party, for $ 140,000.
The note accrues interest at 10 %,
is unsecured and was due on September 30, 2021. On March 31, 2023 Alpha and the Company extended the note maturity
to December
31, 2023. As of December 31, 2023 and as of December 31, 2022, the Company has $ 140,000 and $ 140,000 owed to
Alpha Eda, respectively.

 F- 34

 Stanley Hills LLC Convertible
Note Payable – Prior Related Party

 On January 1, 2023, the
Company issued a convertible promissory note to Stanley for its credit balances in the principal amount of $ 750,000.
The convertible promissory note bears interest of 10% and is payable at maturity on June
30, 2024. Stanley may convert the consolidated convertible Note into shares of the Company's common
stock at a conversion price equal to 85 %
of the lowest trading price during the 20-day period preceding the date of conversion. As of December 31, 2023 and as of December
31, 2022, the Company has recorded an outstanding balance to Stanley note payable amounted $ 661,395 and $ 0, respectively.

 Stanley Hills LLC Accounts
Payable

 As of December 31, 2023 and 2022, the Company has
recorded an outstanding payable balance to Stanley amounted $ 901,595 and $ 927,136, respectively, recorded under accrued expenses.

 Consulting income for the year ended December 31,
2023 and for the year ended on December 31, 2022 were $ 0 and $ 90,000. Consulting income were derived from providing IT consulting services
to Stanley Hills, a related party back then.

 Note 18 - 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.

 TTSG

 On or about July 9, 2021 the Company filed a lawsuit
in District Court in Clack County Nevada – Department 19 (Case number A-21-837631-C) against Terry Taylor and TTSG Holdings, Inc
for breach of contract, breach of covenant of Good Faith and Fair Dealing, Unjust Enrichment and declaratory relief for failure of providing
consulting services per contract they entered. The Company is demanding the return of 240,000 shares issued, return of the $5,000 payments,
recission of the consulting agreement, and attorney's fees and costs. As Terry Taylor and TTSG Holdings failed to appear to a notice
of deposition, the Company filed for a summary judgment. On January 20, 2023 the court issued a $708,821 writ of execution against Terry
Taylor and TTSG

 Gregory Mancuso and Rainer
AG

 On or about February 2,
2022, GBT was served with a First Amended Complaint (the "Complaint") initiated by Gregory Mancuso and Rainer AG, a Swiss
corporation, Case No. 21SMCV01430, filed in the Superior Court of the State of California for the County of Los Angeles. The Complaint
names a number of different parties, including GBT, and asserts, among other things, claims for conversion, unjust enrichment, breach
of contract, and breach of implied covenant of fair dealing, which Plaintiffs allege arise out of a brokerage agreement entered into
between Plaintiff Rainer AG and co-defendant Consul Group re Dos Mil Veintiuno S.R.L ("Consul"). GBT was sued under an alter
ego theory of liability, and its only involvement in the above-referenced chain of events seems to be that its shares were deposited
with Rainer by Consul upon the opening of the brokerage account. GBT will be filling a demurrer to the First Amended Complaint based
on a variety of deficiencies with the First Amended Complaint, and will ask the Court to dismiss the claims against GBT.

 Note 19 - Contingencies

 GBT Technologies, S.A.

 On September 14, 2018, the
Company entered into an Exclusive Intellectual Property License and Royalty Agreement (the "GBT License Agreement") with
GBT-CR, a fully compliant and regulated crypto currency exchange platform that currently operates in Costa Rica as a decentralized crypto
currency platform, pursuant to which, among other things, the Company granted to GBT-CR an exclusive, royalty-bearing right and license
relating intellectual property relating to systems and methods of converting electronic transmissions into digital currency as reflected
in that certain patent filed with the United Stated Patent and Trademark Office on or about June 14,

 F- 35

 GBT
TECHNOLOGIES INC.

 2018 (EFS ID: 32893586;
Application Number: 16008069; Type: Utility under 35 USC 111(a); Confirmation Number: 6787)(collectively, the "Digital Currently
Technology"). Pursuant to the GBT License Agreement, the Company granted GBT-CR an exclusive worldwide license to use the Digital
Currency Technology to make, use, sell, lease or otherwise commercialize and dispose of products and devices utilizing the Digital Currently
Technology. Under the terms of the GBT License Agreement, the Company is entitled to receive a royalty payment of 2% of gross revenue
of each licensed product sold by GBT-CR during the period starting in which revenue is first generated using the licensed products and
continuing for five years thereafter. Upon signing the GBT-CR License Agreement, GBT-CR paid the Company $ 300,000 which is nonrefundable.
The Company recognized the $ 300,000 as revenue during the years ended December 31, 2018. Upon GBT-CR making available for sale (the
"Commercial Event") an ICO (Initial Coin Offering) (the "Coin"), GBT-CR will make a payment to the Company of
$ 5,000,000. Further, upon the Commercial Event, GBT-CR will grant the Company the ability to acquire 30% of the Coin at a 30% discount
of such offering price of the Coin. The GBT License Agreement commenced as of the signing date and, unless terminated in accordance with
the termination provisions of the GBT License Agreement, shall remain in force until the expiration of the patent pertaining to the Digital
Currency Technology; provided that the right to use trade secrets shall survive the expiration of the GBT License Agreement provided
the Company has not terminated. Prior to the signing of the GBT License Agreement, GBT-CR advanced $ 200,000 to the Company, which
the parties have agreed will be applied toward the $ 5,000,000 fee when it becomes due. On February 27, 2020 GBT Technologies, S.A., as
successor in interest to Hermes Roll, LLC had notified the Company that it was in default on its Amended and Restated Territorial License
Agreement ("ARTLA") dated June 15, 2015 and that the ARTLA had been cancelled and rescinded.

 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 for an annual payment
of $ 375,000 paid in quarterly installments of $ 93,750. In lieu of cash payment, Latinex may pay the Company in virtual currency
of WISE Network S.A. valued at a 50% discount of its offering price of $10 per token. In the event that Latinex's required capital
has decreased below $ 5,000,000, Latinex is permitted to sell the pledged shares of common stock only in an amount to ensure that Latinex
can satisfy the required capital levels. The Company must consent to such sale of the shares of common stock, which may not be unreasonably
withheld. Upon expiration of the agreement, the remaining shares of common stock shall be returned to the Company free and clear of all
liens. The Company recorded the value of these shares of common stock as a stock loan receivable which is presented as a contra-equity
account in the accompanying consolidated balance sheets. At December 31, 2019, the Company wrote off the accrued interest income as Latinex
did not perform any payment and the Company has no mean to enforce this payment. Latinex agreed in principle to return the pledged 4,006
restricted shares to the Company for cancellation. The 4,006 restricted shares have not yet been returned to the Company as
of December 31, 2023.

 Metaverse Agreements

 On June 10, 2022, the Company, entered into a Joint
Venture and Territorial License Agreement (the "Metaverse Agreement") with Ildar Gainulin and Maria Belova (collectively,
the "Licensor"). Under the Metaverse Agreement, the parties formed Metaverse Kit Corp., a Nevada corporation ("Metaverse
Kit"). The purpose of Metaverse Kit was to develop, maintain and support source codes for its proprietary technologies and comprehensive
platform that combines a core virtual reality platform and an extended set of real-world functions to provide a metaverse experience
initially within the area of sports and then expanding into virtual worlds of entertainment, live events, gaming, communications and
other cross over product opportunities (the "Meta Portfolio"). Under the Metaverse Agreement, Licensor agreed to provide
Metaverse Kit with the licensed technology and expertise. In connection therewith, the parties entered an Asset Purchase Agreement (the
"Metaverse APA") concurrently with the Metaverse Agreement whereby Licensor sold Metaverse Kit all source codes pertaining
to the Meta Portfolio. Further, Licensor provided an exclusive license to Metaverse Kit throughout the world for the invented product/service
and the related platforms relating to the Meta Portfolio and to use the know how to develop, manufacture, sell,

 F- 36

 market and distribute the Meta Portfolio throughout
the world. The Company was required to contribute 500,000,000 shares of common stock of the Company ("GBT Shares") to Metaverse
Kit. Licensor and the Company were to each own 50% of Metaverse Kit. The Company pledged its 50 % ownership in Metaverse Kit to Igor 1
Corp. to secure a convertible note held by Igor 1 Corp. The Company was to appoint two directors and Licensor was allowed to appoint
one director of Metaverse Kit. In addition, Metaverse Kit, Licensor and Elentina Group, LLC ("Elentina") entered into a Consulting
Agreements in which IGBM and Elentina, each were engaged to provide services for $ 25,000 per month payable quarterly which Metaverse
Kit has the option to pay in shares of common stock calculated by the amount owed divided by the Company's 10-day VWAP. Licensor
and Elentina were to provide services in connection with the development of the business as well as Metaverse Kit's capital raising
efforts. The term of the Consulting Agreement was two years.

 The closing of the Metaverse
Agreement occurred on June 13, 2022.

 On March 14, 2023, the Company
received a counter signed Settlement Agreement and Release by Licensor dated March 2, 2023 ("Settlement Agreement"). Pursuant
to the Settlement Agreement, the parties agreed that Metaverse Agreement, the Metaverse APA and the Consulting Agreement are void and
cancelled. Licensor agreed to pay $ 5,000 to the Company as settlement payment and surrender their shares in Metaverse Kit.

 On February 1, 2023, the
Company engaged AlKhatib Consulting Group to provide exclusive representation services in connect with managing market partners, effective
on February 1, 2023 for 24 consecutive months.

 Assets Sale - TREN

 On April 3, 2023, GBT Tokenize Corp. ("Seller"),
a subsidiary that is owned 50 % by the Company, entered into an agreement to sell certain assets relating to a proprietary system and
method named Avant-Ai to TREN. Avant-Ai is a text-generation, deep learning self-training model. In exchange for the assets, TREN is
required to issue 26,000,000 common shares ("Shares") to Seller. The Shares will be restricted under Rule 144 of the Securities
Act of 1933, as amended, and Seller agreed to a lock-up period of nine months following closing. If TREN is unable to up-list to Nasdaq
either through a business combination or otherwise within nine months of the closing, Seller may request that all transactions contemplated
by the agreement be unwound.

 On July 18, 2023, TREN changed its name to Avant
Technologies, Inc. and its ticker symbol on OTC Markets was changed to AVAI.

 Potential IP's Sale

 On April 17, 2023, Bannix Acquisition Corp. ("Bannix"),
EVIE Autonomous Group Ltd. ("EVIE") and EVIE's shareholders entered into a Business Combination Agreement pursuant
to which Bannix agreed to acquire EVIE. In addition, Bannix agreed to acquire from GBT Technologies Inc. (the "Company" or
"GBT"), the Apollo System which is intellectual property covered by patent application filed with the US Patent and Trademark
Office. This patent application describes a machine learning driven technology that controls radio wave transmissions, analyzes their
reflections data, and constructs 2D/3D images of stationary and moving objects. The Apollo system is based on radio waves and can detect
an entity's moving and stationary positions, enabling imaging technology to show these movements and positions on a screen in real
time. This includes an AI technology that controls the radio waves transmission and analyzes the reflections. The goal is to integrate
the Apollo System as an efficient driver monitoring system, detecting impaired or distracted drivers, providing audible and visual alerts
("the "Patents"). On August 8, 2023, Bannix entered into a Patent Purchase Agreement ("PPA") with GBT Tokenize
Corp. ("Tokenize"), which is 50 % owned by GBT, where GBT provided its consent, to acquire the entire right, title, and interest
of the Patents. The closing date of the PPA will be immediately follow the closing of the acquisition of EVIE by Bannix. The Purchase
Price is set at 5% of the consideration that Bannix is paying to the shareholders of EVIE. The Business Combination Agreement sets the
consideration to be paid by Bannix at $ 850 million and, in turn, the consideration in the PPA to be paid to Tokenize is $ 42.5 million.
If the final purchase price is less than $ 30 million, Tokenize has the option to cancel the PPA.

 F- 37

 In accordance therewith, Bannix agrees to pay, issue
and deliver to Tokenize, $ 42,500,000 in series A preferred stock to Tokenize, which such terms will be more fully set forth in the Series
A Preferred Stock Certificate of Designation to be filed with the Secretary of State of the State of prior to the Closing Date. The Series
A Preferred Stock will have stated value of face value of $ 1,000 per share and is convertible, at the option of Tokenize, into shares
of common stock of Bannix at 5% discount to the VWAP during the 20 trading days prior to conversion, and in any event not less than $ 1.00.
The Series A Preferred Stock will not have voting rights and will be entitled to dividends only in the event of liquidation. The Series
A Preferred Stock will have a 4.99 % beneficial ownership limitation. Series A Preferred Stock and the shares of common stock issuable
upon conversion of the Series A Preferred Stock (the "Conversion Shares") shall be subject to a lock-up beginning on the
Closing Date and ending on the earliest of (i) the six (6) months after such date, (ii) a Change in Control, or (iii) written consent
of Purchaser (the "Seller Lockup Period")

 On December 18, 2023, Bannix and Tokenize entered
into Amendment No. 1 to the PPA. Per the amendment, Bannix and Tokenize agreed that the shares of common stock to be issued upon conversion
of the Series A Preferred Stock will not exceed 19.99% of the aggregate number of shares of common stock issued and outstanding as of
the closing of Bannix's acquisition of EVIE (such maximum number of shares, the " Exchange Cap ") unless Bannix's
stockholders have approved the issuance of shares of common stock upon conversion of the Series A Preferred Stock pursuant to the PPA
in excess of the Exchange Cap in accordance with the applicable rules of the market or exchange on which Bannix's shares of common
stock trade.

 On March 11, 2024, Bannix sent EVIE
and the shareholder of EVIE a notice providing that the BCA has been terminated ("BNIX EVIE Termination Letter"). As the
PPA was contingent upon Bannix closing the acquisition of the EVIE and due to the BNIX EVIE Termination Letter, on March 19, 2024 Bannix
and Tokenize agreed to terminate the PPA which was consented to by the Company.

 Effective as of March 19,
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 the Valuation is less than $ 30,000,000,
Tokenize has the option to cancel this Agreement. In accordance therewith, VisionWave agreed to issue and deliver to Tokenize, 1,000
shares of Common Stock (the "Shares") representing 50% of VisionWave's issued and outstanding shares of Common Stock,
where the remainder of the 50% of VisionWave's issued and outstanding shares of Common Stock are owned by a corporation controlled
by Anat Attia.

 Service Agreement

 On February 24, 2023 the Company entered into service
agreement with Pacific Capital Markets LLC, where 100,000,000 Shares issued to it for certain for service agreement between
Pacific Capital Markets LLC. and the Company. The value of the shares of $ 80,000 was determined based on the FV of the Company's
common stock.

 F- 38

 Representation Agreement

 On August 17, 2023, Tokenize, which is 50 % owned
of the Company, which provided its consent, entered into a Representation Agreement (the 'RA') with IDL Concepts, LLC (the
'Agent'), to represent Tokenize in a potential purchase transaction facilitated by the Agent transferring all of Tokenize's
right, title, and interest in certain Assigned Patent Rights, as defined in the RA, free and clear of any restrictions, liens, claims,
and encumbrances, and may include rights to technology and software developed by Tokenize. Tokenize owns certain provisional patent applications,
patent applications, patents, and/or related foreign patents and applications, and wishes potentially to sell all right, title, and interest
in such patents and applications and the causes of action to sue for infringement thereof and other enforcement rights. Tokenize will
pay Agent a commission of 20% of any proceeds of any closed transaction under this RA, including all cash, equity payments and any other
form of consideration upon a sale, or any monetization activity under the RA. The RA carved out certain intellectual properties held
by Tokenize that Tokenize is in active negotiation with third parties.

 Note 20 – Concentrations

 Concentration of Credit Risk

 Financial instruments, which potentially subject
the Company to a concentration of credit risk for the years, consist principally of temporary cash investments. There have been no losses
in these accounts through December 31, 2023 and 2022.

 Liquidity risk

 The Company has an accumulated deficit of $ 316,911,353
and has a working capital deficit of $ 31,620,271 as of December 31, 2022, 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.

 Customers

 Per the Termination Agreement with Mahaser, the Company
did not recognize revenue in the year ended on December 31, 2023. The Consulting income from related party for the year ended December
31, 2023 and 2022 was $ 0 and $ 90,000.

 Note 21 - Subsequent Events

 Effective as of March 19,
2024, Tokenize, which is 50 % owned by the Company entered into a Patent Purchase Agreement with VisionWave Technologies Inc. ("VisionWave")
pursuant to which VisionWave agreed to acquire from Tokenize the entire right, title, and interest of certain patents and patent applications
providing an intellectual property basis for a machine learning driven technology that controls radio wave transmissions, analyzes their
reflections data, and constructs 2D/3D images of stationary and in motion objects ("VisionWave PPA").

 The Purchase Price for the asset
is $ 30,000,000 (the "Purchase Price"), which VisionWave will pay with shares of common stock, $0.0001 par value per share
(the "Common Stock"). The Parties agree that the final Purchase Price may be adjusted and will be governed by a valuation
report issued by a professional third party ("Valuation"). If the final Purchase Price per the Valuation is less than $ 30,000,000,
Tokenize has the option to cancel this Agreement. In accordance therewith, VisionWave agreed to issue and deliver to Tokenize, 1,000
shares of Common Stock (the "Shares") representing 50% of VisionWave's issued and outstanding shares 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 August 8, 2023, Bannix Acquisition Corp. ("Bannix")
entered into a Patent Purchase Agreement ("PPA") with Tokenize, which is 50 % owned by the Company, which was consented to
by the Company. The closing date of the PPA was set to be immediately follow the closing of the Business Combination Agreement ("BCA")
by Bannix with EVIE Autonomous Group Ltd. ("EVIE"). On March 11, 2024, Bannix sent EVIE and the shareholder of EVIE a notice
providing that the BCA has been terminated ("BNIX EVIE Termination Letter") As the PPA was contingent upon Bannix closing
the acquisition of the EVIE and due to the BNIX EVIE Termination Letter, on March 19, 2024 Bannix and Tokenize agreed to terminate the
PPA which was consented to by the Company.