United States

Securities and Exchange Commission

Washington, D.C. 20549

Form 10-Q

(Mark One)
☒	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


	For the quarterly period ended September 30, ~~2017~~2023

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

Commissions file number: 000-54530

~~GOPHER PROTOCOL~~GBT TECHNOLOGIES INC.

(Exact name of registrant as specified in its charter)

Nevada		27-0603137
State or other jurisdiction of		I.R.S. Employer Identification Number
incorporation or organization

~~2500 Broadway, Suite F-125,~~ 8557 N West Knoll Dr.West HollywoodCA90069Santa Monica ~~CA 90404~~

(Address of principal executive offices)

Issuer ’s telephone number:

888-685-7336

~~Issuer’s telephone number:~~ ~~424-238-4589~~

Securities registered pursuant to Section 12(b) of the Act: Not applicable.

Title of each class	Trading Symbol	Name of each exchange on which registered
Not applicable.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities 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 (§232.405 of this chapter) 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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐

Accelerated filer ☐


Non-accelerated filer ☐☒	~~(Do not check if a smaller reporting company)~~ 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 is a shell company (as defined in Rule 12b-2 of Exchange Act). Yes ☐ No ☒

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:

Common Stock, $0.00001 par value	~~51,795,372~~8,653,695,062 Common Shares
(Class)	(Outstanding at November 20, ~~2017)~~2023)

~~GOPHER PROTOCOL,~~GBT TECHNOLOGIES INC.

TABLE OF CONTENTS

PART I.	Financial Information	Page

Item 1.	Condensed Consolidated Financial Statements ~~(Unaudited)~~	3 2

	Condensed Consolidated Balance Sheets as of September 30, ~~2017 (unaudited)~~2023 (Unaudited) and December 31, ~~2016 (audited)~~2022 (Audited/As Restated)	32

	Condensed Consolidated Statements of Operations for the ~~Three~~three and ~~Nine Months Ended~~nine months ended September 30, ~~2017~~2023 and ~~September 30, 2016 (unaudited)~~2022 (Unaudited/As Restated)	43

	Condensed Consolidated Statements of ~~Cash Flows~~Stockholder’s Deficit for the ~~Nine Months~~three and nine months Ended September 30, ~~2017,~~2023 and ~~September 30, 2016 (unaudited)~~2022 (Unaudited/As Restated)	54

	~~Notes to~~ Condensed Consolidated ~~Financial~~ Statements ~~(unaudited)~~of Cash Flows for the nine months Ended September 30, 2023 and 2022 (Unaudited/As Restated)	6

	Notes to Condensed Consolidated Financial Statements (Unaudited)	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2343

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	2947

Item 4.	Controls and Procedures	2947

PART II.	Other Information	3049

Signatures		3965

Item 1: Condensed consolidated financial statements

~~GOPHER PROTOCOL,~~GBT TECHNOLOGIES INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

ASSETS September 30, December  31,
2017 2016
(Unaudited) (Audited)
Current Assets:
   Cash $ 26,670 $ 5,096
   Accounts receivable 734,164 —
   Inventory 449,128 —
   Prepaid expenses — 5,248
      Total current assets 1,209,962 10,344

Property and equipment, net 217,382 699
Other assets 2,523 7,500
Goodwill 7,950,619 —

         Total assets $ 9,380,486 $ 18,543

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current Liabilities:
   Accounts payable and accrued expenses $ 2,095,273 $ 767,721
   Convertible notes payable, net of discount 101,716 —
   Derivative liability 2,167,990 —
      Total current liabilities 4,364,979 767,721

Convertible note payable, net of debt discount — 53,852
Note payable 2,600,000 —
      Total liabilities 6,964,979 821,573

Contingencies (Note 11) — —

Stockholders’ Equity (Deficit):
  Series B Preferred stock, $0.00001 par value; 20,000,000 shares authorized;
    45,000 shares issued and outstanding at September 30, 2017 and December 31, 2016 — —
  Series C Preferred stock, $0.00001 par value; 10,000 shares authorized;
    700 shares issued and outstanding at September 30, 2017 and December 31, 2016 — —
  Series D Preferred stock, $0.00001 par value; 100,000 shares authorized;
    66,000 shares issued and outstanding at September 30, 2017 and December 31, 2016 1 1
  Common stock, $0.00001 par value; 500,000,000 shares authorized;
    51,795,372 and 41,420,372 shares issued and outstanding at September 30, 2017 and December 31, 2016 2,518 2,414
   Treasury stock, at cost; 1,040 shares at September 30, 2017 and December 31, 2016 (643,059 ) (643,059 )
   Additional paid in captial 14,666,713 3,931,986
   Accumulated deficit (11,610,666 ) (4,094,372 )
      Total stockholders’ equity (deficit) 2,415,507 (803,030 )
         Total liabilities and stockholders’ equity (deficit) $ 9,380,486 $ 18,543


ASSETS	September 30,			December 31,
	2023			2022
	(Unaudited)			(Audited/As Restated*)
Current Assets:
Cash	$	592		$	13,058
Prepaid		—			12,500
Note receivable		200,772			198,475
Marketable securities		38,506			16,198
Current assets of discontinued operations		—			130,394
Total current assets		239,870			370,625

Total assets	$	239,870		$	370,625

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities:
Accounts payable and accrued expenses (including related parties of $1,300,239 and $1,539,802)	$	6,169,170		$	6,103,900
Accrued settlement		4,090,057			4,090,057
Unearned revenue		—			48,921
Contract liabilities		—			41,444
Convertible notes payable, current, net of discount of $66,512 and $189,060		5,926,994			6,397,727
Convertible 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		79,249			41,137
Notes payable, related party		140,000			140,000
Due to related party		—			27,375
Derivative liability		13,484,634			1,714,143
Current liabilities of discontinued operations		—			171,362
Total current liabilities		30,551,499			18,892,671

Non-Current Liabilities:
Note payable, noncurrent, net of discount of $0 and $0		312,219			308,863
Total noncurrent liabilities		312,219			308,863

Total liabilities		30,863,718			19,201,534

Stockholders’ Deficit:
Series B Preferred stock, $0.00001 par value; 20,000,000 shares authorized; 45,000 and 45,000 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively		—			—
Series C Preferred stock, $0.00001 par value; 10,000 shares authorized; 700 and 700 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively		—			—
Series D Preferred stock, $0.00001 par value; 100,000 shares authorized; 0 and 0 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively		—			—
Series G Preferred stock, $0.00001 par value; 2,000,000 shares authorized; 0 and 0 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively		—			—
Series H Preferred stock, $0.00001 par value ($500.00 stated value); 40,000 shares authorized; 20,000 and 20,000 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively		—			—
Common stock, $0.00001 par value; 10,000,000,000 shares authorized; 6,903,695,062 and 1,535,593,440 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively		69,038			15,356
Treasury stock, at cost; 21 shares at September 30, 2023 and December 31, 2022, respectively		(643,059	)		(643,059	)
Stock loan receivable		(7,610,147	)		(7,610,147	)
Additional paid in capital		292,353,890			288,664,858
Accumulated deficit		(314,837,377	)		(299,257,917	)
Total stockholders’ deficit		(30,667,655	)		(18,830,909	)
Non-Controlling Interest		43,807			—
Total stockholders’ deficit attributable to GBT Technologies, Inc.		(30,623,848	)		(18,830,909	)
Total liabilities and stockholders’ deficit	$	239,870		$	370,625

*The following audited balances were updated to reflect the discontinued operations of Mahaser Ltd.

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

GBT TECHNOLOGIES INC.

CONSOLIDATED STATEMENT OF OPERATIONS

(Unaudited/As Restated)


	Three months ended September 30,						Nine months ended September 30,
	2023			2022*			2023			2022*
Sales - related party	$	—		$	45,000		$	—		$	90,000
Total sales		—			45,000			—			90,000
Cost of goods sold		—			—			—			—
Gross profit		—			45,000			—			90,000

Operating expenses:
General and administrative expenses		47,359			105,872			287,688			338,845
Marketing expenses		80,311			87,900			192,308			521,200
Professional expenses		189,749			378,226			607,509			1,499,493
Total operating expenses		317,419			571,998			1,087,505			2,359,538

Loss from operations		(317,419	)		(526,998	)		(1,087,505	)		(2,269,539	)

Other income (expense):
Amortization of debt discount		(29,927	)		(54,132	)		(298,348	)		(362,011	)
Change in fair value of derivative liability		365,121			(354,869	)		(12,663,365	)		2,795,870
Interest expense and financing costs		(156,497	)		(261,834	)		(2,111,400	)		(731,126	)
Gain on debt extinguishment		—			—			315,297			—
Gain on RJW settlement					3,012,633			—			3,012,633
Gain on bad debt		—			—			—			50,000
Gain on loss of control		38,385			—			38,385			—
Change in fair value of marketable securities		—			(50,537	)		(3,692	)		(290,537	)
Other income - related party licensing income		66,353			7,814			269,553			15,699
Total other income (expense)		283,435			2,299,075			(14,453,570	)		4,490,528

Income (loss) before income taxes		(33,984	)		1,772,077			(15,541,075	)		2,220,989

Income tax expense		—			—			—			—

Loss from continuing operations		(33,984	)		1,772,077			(15,541,075	)		2,220,989

Discontinued operations:
Gain/(Loss) from discontinued operations		(38,385	)		(1,613	)		(38,385	)		34,576

Net income (loss)	$	(72,369	)	$	1,770,464		$	(15,579,460	)	$	2,255,565

Less: net loss attributable to the noncontrolling interest		193			—			43,807			—

Net loss attributable to GTB Technologies Inc.		(72,562	)		1,770,464			(15,623,267	)		2,255,565

Weighted average common shares outstanding:
Basic		5,342,065,441			1,108,371,904			4,462,434,507			1,426,061,998
Diluted		28,665,913,915			5,198,401,226			27,786,282,982			5,516,091,320
Net loss per share (basic and diluted):
Basic	$	(0.00	)	$	0.00		$	(0.00	)	$	0.00
Diluted		(0.00	)		0.00			(0.00	)		0.00

*The following unaudited balances were updated to reflect the discontinued operations of Mahaser Ltd.

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

GBT TECHNOLOGIES INC.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT

(Unaudited/As Restated*)


										Stock			Additional								Total
	Common Stock				Treasury Stock					Loan			Paid-in		Accumulated			Noncontrolling			Stockholders’
	Shares		Amount		Shares		Amount			Receivable			Capital		Deficit			Interest			Deficit

Balance, December 31, 2022		1,535,593,440	$	15,356	$	1,040	$	(643,059	)	$	(7,610,147	)	$	288,664,858	$	(299,257,917	)		—		$	(18,830,909	)

Common stock issued for conversions		1,294,508,379		12,945		—		—			—			390,603		—			—			403,548
Fair value of derivative liability due to conversions		—		—		—		—			—			316,223		—			—			316,223
Common stock issued for Service		100,000,000		1,000		—		—			—			79,000		—			—			80,000
Net loss		—		—		—		—			—			—		(5,680,068	)		50,355			(5,629,713	)

Balance, March 31, 2023		2,930,101,819	$	29,301	$	1,040	$	(643,059	)	$	(7,610,147	)	$	289,450,684	$	(304,937,985	)		50,355		$	(23,660,850	)

Common stock issued for conversions		2,620,652,067		26,207		—		—			—			855,165		—			—			881,372
Fair value of derivative liability due to conversions		—		—		—		—			—			1,686,461		—			—			1,686,461
Net loss		—		—		—		—			—			—		(9,826,830	)		(6,741	)		(9,833,571	)

Balance, June 30, 2023		5,550,753,886	$	55,508	$	1,040	$	(643,059	)	$	(7,610,147	)	$	291,992,310	$	(314,764,815	)		43,614		$	(30,926,588	)

Common stock issued for conversions		1,352,941,176		13,529		—		—			—			101,471		—			—			115,000
Fair value of derivative liability due to conversions		—		—		—		—			—			260,109		—			—			260,109
Net loss		—		—		—		—			—			—		(72,562	)		193			(72,369	)

Balance, September 30, 2023		6,903,695,062	$	69,037	$	1,040	$	(643,059	)	$	(7,610,147	)	$	292,353,890	$	(314,837,377	)		43,807		$	(30,623,848	)

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

~~GOPHER PROTOCOL, INC.~~

~~CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS~~

Three Months Ended Nine Months Ended
September 30, September 30, September 30, September 30,
2017 2016 2017 2016
(Unaudited) (Unaudited) (Unaudited) (Unaudited)

Sales $ 4,471,626 $ 45,000 $ 4,561,626 $ 120,000

Cost of goods sold 4,174,374 — 4,174,374 —

Gross profit 297,252 45,000 387,252 120,000

Operating expenses:
   General and administrative expenses 1,850,055 727,172 2,323,713 1,214,145
   Marketing expenses 36,302 — 154,216 182,017
   Acquisition costs 4,050,819 — 4,050,819 —
      Total operating expenses 5,937,176 727,172 6,528,748 1,396,162

Loss from operations (5,639,924 ) (682,172 ) (6,141,496 ) (1,276,162 )

Other income (expense):
   Amortization of debt discount (171,110 ) 17,651 (221,323 ) —
   Change in fair value of derivative liability 51,151 — 547,188 —
   Interest expense and financing costs (180,844 ) (22,451 ) (1,700,663 ) (24,178 )
      Total other income (expense) (300,803 ) (4,800 ) (1,374,798 ) (24,178 )

Loss before income taxes (5,940,727 ) (686,972 ) (7,516,294 ) (1,300,340 )

Income tax expense — — — —

Net loss $ (5,940,727 ) $ (686,972 ) $ (7,516,294 ) $ (1,300,340 )

Weighted average common shares outstanding:
   Basic and diluted 47,382,329 25,695,452 43,901,965 16,284,454

Net loss per share:
   Basic and diluted $ (0.13 ) $ (0.03 ) $ (0.17 ) $ (0.08 )

Balance, December 31, 2021	33,200,198	$	332	$	1,040	$	(643,059	)	$	(7,610,147	)	$	284,072,666		$	(304,581,773	)	—	$	(28,761,981	)
Common stock issued for conversion of convertible debt and accrued interest	369,198		3,692		—		—			—			34,996			—		—		35,000
Fair value of beneficial conversion feature of converted	—		—		—		—			—			49,504			—		—		49,504
Common stock issued for cash	463,303		4.000		—		—			—			68,304			—		—		68,308
Net loss	—		—		—		—			—			—			3,926,239		—		3,926,239

Balance, March 31, 2022	34,032,699	$	340	$	1,040	$	(643,059	)	$	(7,610,147	)	$	284,225,470		$	(300,655,534	)	—	$	(24,682,930	)

Common stock issued for conversions	288,672,073		2,887		—		—			—			1,663,973			—		—		1,666,860
Fair value of derivative liability due to conversions	—		—		—		—			—			1,571,238			—		—		1,571,238
Common stock issued for cash	5,036,697		51		—		—			—			163,508			—		—		163,559
Common stock issued for JV - Tokenize	150,000,000		1,500		—		—			—			(1,500	)		—		—		—
Equity Method Investment - Meta	500,000,000		5,000		—		—			—			(5,000	)		—		—		—
Net loss	—		—		—		—			—			—			(3,441,137	)	—		(3,441,137	)

Balance, June 30, 2022	977,741,469	$	9,777	$	1,040	$	(643,059	)	$	(7,610,147	)	$	287,617,690		$	(304,096,671	)	—	$	(24,722,410	)

Common stock issued for conversions	206,000,000		2,060		—		—			—			268,240.00			—				270,300
Fair value of derivative liability due to conversions	—		—		—		—			—			314,029			—				314,029
Net loss	—		—		—		—			—			—			1,770,464.00		—		1,770,464

Balance, September 30, 2022*	1,183,741,469	$	11,837	$	1,040	$	(643,059	)	$	(7,610,147	)	$	288,199,959		$	(302,326,207	)	—	$	(22,367,617	)

*The ~~accompanying footnotes are an integral part~~following unaudited balances were updated to reflect the discontinued operations of ~~these unaudited condensed consolidated financial statements.~~Mahaser Ltd.

~~GOPHER PROTOCOL, INC.~~

~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS~~

Nine Months Ended
September 30, September 30,
2017 2016
(unaudited) (unaudited)

Cash Flows From Operating Activities:
   Net loss $ (7,516,294 ) $ (1,300,340 )
   Adjustments to reconcile net loss to
      net cash provided by (used in) operating activities:
         Depreciation of property and equipment 6,538 1,010
         Amortization of debt discount 221,323 21,369
         Change in fair value of derivative liability (547,188 ) —
         Financing cost 1,655,046 —
         Amortization of prepaid filing fees — 3,500
         Shares issued for services 766,500 688,944
         Warrants issued for services 4,782,297 177,062
         Changes in operating assets and liabilities:
            Other (non-current) assets 4,977 4,750
            Accounts receivable (734,164 ) 25,974
            Inventory (50,977 ) —
            Prepaid expenses 5,248 (10,500 )
            Accounts payable and accrued expenses 1,191,289 411,304
            Accrued interest on convertible notes payable — 2,809
Net cash provided by (used in) operating activities (215,405 ) 25,882

Cash Flows From Investing Activities:
   Purchase of property and equipment (13,021 ) —
Net cash used in financing activities (13,021 ) —

Cash Flows From Financing Activities:
   Issuance of convertible notes 250,000 —
Net cash provided by financing activities 250,000 —

Net increase in cash 21,574 25,882

Cash, beginning of period 5,096 21,051

Cash, end of period $ 26,670 $ 46,933

Cash paid for:
   Interest $ — $ —
   Income taxes $ — $ —

Supplemental non-cash investing and financing activities
   Shares issued to reduce notes payable $ 25,215 $ 16,757
   Reduction of note payable through conversion $ — $ 16,757
   Debt discount $ 1,060,132 $ —
   Reclassification of a note to Guardian LLC to a convertible note payable $ 660,132 $ —
   Accrued interest to convertible note payable $ 1,756 $ —

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

~~GOPHER PROTOCOL,~~GBT TECHNOLOGIES INC.

~~NOTES TO~~UNAUDITED CONDENSED CONSOLIDATED ~~FINANCIAL~~ STATEMENTS OF CASH FLOWS

~~FOR THE NINE MONTHS ENDED SEPTEMBER~~


	For the nine months Ended September 30,
	2023			2022 (As Restated*)
Cash Flows From Operating Activities:
Loss from continuing operations	$	(15,541,075	)	$	2,220,989
Less: Loss from discontinued operations, net of tax		(38,385	)		34,576
Net income (loss)		(15,579,460	)		2,255,565
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of debt discount		298,348			362,011
Change in fair value of derivative liability		12,663,365			(2,795,870	)
Excess of debt discount and financing costs		1,500,196			34,175
Shares issued for services		80,000			—
Change in fair value of market equity security		3,692			290,538
Gain on debt extinguishment		(315,297	)		—
Loss on loss of control		(38,385	)		—
Gain on debt settlement		—			(3,012,633	)

Changes in operating assets and liabilities:
Account receivable		—			(19,227	)
Other receivable		(2,297)			3,745,179
Prepaid		12,500			—
Inventory		—			(7,158	)
Inventory in transit		—			(43,872	)
Unearned revenue		(48,921	)		(225	)
Contract liabilities		(41,444	)		(6,056	)
Accounts payable and accrued expenses		1,382,819			(469,014	)
Net cash used in operating activities		(72,498	)		333,414

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		—			231,865
Repayments to related party		(27,375	)		(664,225	)
Repayment of Convertible note		(35,822	)		—
Proceeds from related party		—			634,176
Repayment of note payable		(61,071	)		—
Issuance of notes payable		92,150			—
Net cash provided by financing activities		60,032			311,816

Net increase in cash		(12,466	)		370,230

Cash, beginning of period		13,058			155,106

Cash, end of period	$	592		$	525,336

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	$	2,262,793		$	1,934,771
Shares issued for conversion of convertible debt	$	1,399,921		$	1,972,164
Share issuance for JV Metaverse	$	—		$	5,000
Share issuance for JV Tokenize	$	—		$	1,500

*The following unaudited balances were updated to reflect the discontinued operations of Mahaser Ltd.

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

GBT Technologies, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

For the Nine Months Ended September 30, ~~2017 AND 2016~~

~~(UNAUDITED)~~2023 and 2022 (Unaudited)

Note 1 - Organization and ~~Nature~~Basis of ~~Business~~Presentation

~~Gopher Protocol~~Organization and Line of Business

GBT Technologies Inc. (the “Company”, ~~“we”~~“GBT”, ~~“us”, “our”, “Gopher”, “Gopher Protocol”~~ or ~~“GOPH”~~“GTCH”) was incorporated on July 22, 2009 under the laws of the State of ~~Nevada~~Nevada. The Company is targeting growing markets such as development of Internet of Things (IoT) and ~~relocated~~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 ~~headquarters~~name from Gopher Protocol Inc. to ~~Santa Monica, California in 2016. Gopher is a development stage company that is creating innovative mobile microchip (ICs) and software technologies based on GopherInsight~~™.GBT Technologies Inc. The Company derived revenues from (i) the provision of IT ~~services to Guardian Patch LLC, a related party (“Guardian LLC”). In~~consulting services; and (ii) from the ~~current quarter,~~licensing of its technology. (ii) from selling electronic products through e-commerce platforms.

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

On July 20, 2023, the Company through its ~~acquired assets.~~wholly owned subsidiary, Greenwich International Holdings, a Costa Rica corporation (“Greenwich”), entered into an Amended and Restated Joint Venture (the “2023 Tokenize Agreement”) with Magic Internacional Argentina FC, S.L. (“Magic”) and GBT Tokenize Corp (“GBT Tokenize”). GBT Tokenize has developed a vital device based on the Technology Portfolio that is ready for commercialization, as well as certain derivative technologies, which positioned GBT Tokenize to further develop or license certain code sources. 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 unaudited ~~consolidated~~condensed financial statements (“CFS”) are prepared by the Company, pursuant to the rules and regulations of the ~~Securities Exchange Commission (“SEC”).~~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. ~~Certain information and footnote disclosures normally present in annual financial statements~~

Basis of Presentation

The accompanying CFS were prepared in ~~accordance~~conformity with accounting principles generally accepted in the United States of America ~~were omitted pursuant~~(“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 ~~such rules and regulations. The results~~reflect this reverse stock split.

In July 2, 2022 the Company filed a preliminary information statement to the stockholders of ~~operations for~~record (the “Record Date”) in connection with certain actions to be taken by the ~~nine months ended September 30, 2017 are not necessarily indicative~~written consent by stockholders holding a majority of the ~~results expected for~~voting stock of the ~~year ending December 31, 2017.~~Company, dated as of June 28, 2022.

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

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

~~GopherInsight~~™~~is a patented real time, heuristic (self-learning/artificial intelligence) based mobile technology. GopherInsight~~™~~chip technology, if successfully fully developed, will be able~~

On October 12, 2023, the Company amended its articles of incorporation to ~~be installed in mobile devices (smartphones, tablets, laptops, etc.~~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 ~~stand-alone products. It is intended that GopherInsight~~™ ~~software applications will work~~the shareholders holding in ~~conjunction with GopherInsight~~™ ~~microchips across mobile operating systems, providing computing power, advanced database management/sharing functionalities and more. The technology under development consists~~excess of a smart microchip, mobile application software and supporting software. The system contemplates the creation of a global network. Once fully developed, the Company believes that its microchip technologies may be installed within mobile devices or on SIM cards.

~~On March 29, 2016, the Company contributed all of its rights relating to its proprietary microchip that is within a sticky patch package (the “Patch”) to Guardian LLC in consideration of 50%~~majority of the ~~profit generated by Guardian LLC~~issued and a commitment from Guardian LLC that it is responsible for investing all needed funds for the purpose of developing the Patch and related products to the Patch, as well as funding the working capital needsoutstanding voting shares of the Company.

Note 2 – Discontinued Operations

On ~~September 1, 2017,~~February 18, 2022, the Company, effective March 1, 2022 entered into ~~an Asset Purchase~~a Revenue Sharing Agreement (“RSA”) with ~~a third party, RWJ Advanced Marketing, LLC, a Georgia corporation. The Company entered into this Asset Purchase Agreement~~Mahaser LTD. (“Mahaser”) pursuant to ~~acquire terminals in approximately 15,000 locations by~~ 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 ~~deploy its technology.~~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 ~~operations consist primarily~~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 ~~sale~~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 ~~phones~~assets and ~~phone card products, including PINS for cell minutes, SIM cards for cell minutes,~~liabilities of discontinued operations of Mahaser Ltd. in the consolidated balance sheet as ~~well~~of September 30, 2023:

Schedule of aggregate carrying amounts of assets and liabilities
Carrying amounts of assets included as part of discontinued operations:
Cash and cash equivalents	$	41,077
Accounts receivable, net		35,536
Inventory		12,860
Other current assets		452
Total assets classified as discontinued operations in the consolidated balance sheet	$	89,925

Carrying amounts of liabilities included as part of discontinued operations:
Accounts payable and accrued expenses	$	77,947
Notes payable, noncurrent		91,332
Total liabilities classified as discontinued operations in the consolidated balance sheet	$	169,279

The financial results of Mahaser Ltd. are present as ~~gift cards.~~income from discontinued operations, net of income taxes on our consolidated income through September 30, 2023, when our deconsolidation occurred. The following table presents the financial results of Mahaser:

Schedule of income from discontinued operations
	Period ended September 30,
	2023		2022
Revenues	$	349,204	$	771,446
Cost of revenue		324,918		530,003
Gross profit		24,286		241,443

Operating expense
Professional expenses		20,039		6,925
General and administrative expenses		42,605		199,818
Total operating expense		62,644		206,743
Loss from operations of discontinued operations		(38,358)		34,701

Other expense
Other income		10		2
Nonoperating expense - interest expense and financing		37		127
Total other expense		47		129

Loss from discontinued operations before provision for income taxes		(38,405)		34,572
Provision for income taxes		—		—
Loss from discontinued operations, net of income taxes	$	(38,405)	$	34,572

Note 3 – Going Concern

The accompanying CFS have been prepared assuming the Company will continue as a going concern. The Company ~~incorporated~~has an accumulated deficit of $314,837,377 and has a ~~wholly-owned subsidiary, UGopherServices Corp.,~~working capital deficit of $30,311,629 as of September 30, 2023, which raises substantial doubt about its ability to ~~operate~~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 ~~acquired assets.~~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 ~~2 -~~ 4 – Summary of Significant Accounting Policies

~~Presentation of Financial Statements~~

The accompanying financial statements include the accounts of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

~~Principles of Consolidation~~

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, UGopherServices Corp, since the date of acquisition (September 1, 2017) All significant intercompany transactions and balances have been eliminated.

Use of Estimates

The preparation of ~~financial statements~~CFS in conformity with ~~accounting principles generally accepted in the United States of America~~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 ~~financial statements~~CFS and the reported amounts of revenues and expenses during the reporting period. ~~Actual~~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 ~~could~~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 ~~those~~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 ~~financial statements~~CFS include ~~depreciable lives of property and equipment, valuation of beneficial conversion feature debt discounts,~~ valuation of derivatives and ~~the~~ valuation allowance on deferred tax assets.

Principles of Consolidation

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

For entities determined to be VIEs, an evaluation is required to determine whether the Company is the primary beneficiary. The Company evaluates its economic interests in the entity specifically determining if the Company has both the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance (“the power”) and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE (“the benefits”). When making the determination whether the benefits received from an entity are significant, the Company considers the total economics of the entity, and analyzes whether the Company’s share of the economics is significant. The Company utilizes qualitative factors, and, where applicable, quantitative factors, while performing the analysis.

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 September 30, 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 September 30, 2023 and December 31, 2022, the Company did not have any cash equivalents.

Marketable Securities

The Company ~~considers all highly liquid financial instruments purchased~~accounts for investment securities in accordance with ~~an original maturity~~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 ~~three months or less~~other income (expense) on the statement of operations. The portion of marketable equity security expected to be ~~cash equivalents.~~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.

~~Accounts Receivable~~Inventory

The Company grants credit to establishments (such as convenient stores) who sell the Company’s products under credit terms that it believes are customary in the industry and does not require collateral to support customer receivables. The Company currently does not provide an allowance for doubtful collections, which is based upon a review of outstanding receivables, historical collection information, and existing economic conditions. Normal receivable terms vary from 7-30 days after the issuance of the invoice and typically would be considered past due when the term expires. Delinquent receivables are written off based on individual credit evaluation and specific circumstances of the customer. The Company’s allowance for doubtful accounts was $0 and $0 at September 30, 2017 and December 31, 2016, respectively.

~~Inventory~~

Inventory consists of electronic product ready for sale online on e-commerce platforms. It is ~~valued~~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 ~~inventory’s cost (first in, first out basis) or the current market price of the inventory. Management compares the cost~~weighted average costing method. Our Company’s policy is to include as a part of inventory ~~with its~~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 ~~value~~conditions and an allowance is made to write down inventory to market value, if lower. At September 30, 2017, all of the Company’s inventory was finished goods inventory which consisted principally of phones and phone card products, including PINS for cell minutes, SIM cards for cell minutes, as well as gift cards.product obsolescence.

~~Property and Equipment~~

Property and equipment are stated at cost. Expenditures for maintenance and repairs are charged to earnings as incurred; additions, renewals and betterments are capitalized. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation of property and equipment is provided using the straight-line method for substantially all assets with estimated lives as follows:

~~Furniture~~	~~7 years~~
~~Computers and equipment~~	~~3 years~~
~~POSA machines~~	~~3 years~~

~~Long-Lived Assets~~

~~The Company applies ASC Topic 360,~~~~Property, Plant, and Equipment~~, which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. ASC 360 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair values are reduced for the cost of disposal. Based on its review at September 30, 2017, the Company believes there was no impairment of its long-lived assets.

~~Goodwill~~

Goodwill represents the excess of purchase price over the underlying net assets of businesses acquired. Under accounting requirements, goodwill is not amortized but is subject to annual impairment tests. The Company recorded goodwill of $7,950,619 related to its acquisition of certain RWJ assets (see Note 4) in 2017.

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 ~~fair value~~FV and is then re-valued at each reporting date, with changes in the ~~fair value~~FV reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a ~~weighted average~~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 September 30, ~~2017,~~2023 and December 31, 2022, 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

~~Fair Value Measurements~~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.

~~The Company applies the provisions of~~FASB ASC ~~820-10,~~Topic 820, “Fair Value Measurements and ~~Disclosures.”~~Disclosures, requires disclosure of the FV of financial instruments held by the Company. FASB ASC ~~820-10~~Topic 825, Financial Instruments, defines ~~fair value,~~FV, and establishes a three-level valuation hierarchy for disclosures of ~~fair value~~FV measurement that enhances disclosure requirements for ~~fair value~~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 ~~are~~use one or more unobservable ~~and~~inputs which are significant to the ~~fair value~~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 ~~instruments~~instrument, and are a reasonable estimate of their ~~fair values~~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 ~~fair values~~FV were determined by using the Black-Scholes-Merton pricing model based on various assumptions. The Company’s derivative liabilities are adjusted to reflect ~~fair value~~FV at each period end, with any increase or decrease in the ~~fair value~~FV being recorded in results of operations as adjustments to ~~fair value~~FV of derivatives.

As disclosed before, the Company entered into a Termination Agreement with Mahaser effective July 1, 2023. At September 30, ~~2017,~~2023 and December 31, 2022, the Company identified the following liabilities that are required to be presented on the balance sheet at ~~fair value:~~FV:

Fair Value Fair Value Measurements at
As of September 30, 2017
Description September 30, 2017 Using Fair Value Hierarchy
Level 1 Level 2 Level 3
Derivative liability $ 2,167,990 $ — $ 2,167,990 $ —

Total $ 2,167,990 $ — $ 2,167,990 $ —
Schedule of fair value, assets and liabilities measured on recurring basis
Description Fair Value
As of
September 30, 2023 Fair Value Measurements at
September 30, 2023
Using Fair Value Hierarchy
Level 1 Level 2 Level 3
Conversion feature on convertible notes $ 13,484,634 $ — $ 13,484,634 $ —
Description Fair Value
As of
December 31, 2022 Fair Value Measurements at
December 31, 2022
Using Fair Value Hierarchy
Level 1 Level 2 Level 3
Conversion feature on convertible notes $ 1,714,143 $ — $ 1,714,143 $ —

~~The Company did not identify any other non-recurring assets and liabilities that are required to be presented in the consolidated balance sheets at fair value in accordance with ASC 815.~~
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. ~~During 2011,~~
Revenue Recognition
Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (“Topic 606”), became effective for the Company ~~bought back 8 post-split shares (38,000 pre-split)~~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 notresult 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 – (Include up to September 30, 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.
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 September 30, 2023 and December 31, 2022, respectively.

Contract liabilities
On February 22, 2022, the Company entered into an Intellectual Property License and Royalty Agreement withTouchpoint 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 ~~its own shares.~~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 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.
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 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 June 30, 2023 and as December 31, 2022 (after elimination of intercompany transactions and balances):
Schedule condensed financial statements
Assets of consolidated variable interest entity (“VIE”) included in the consolidated balance sheets as of June 30, 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 452
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 September 30, 2023 and December 31, 2022 does not include the result of operation by Mahaser, as it ceases being VIE.
Income Taxes

The Company accounts for income taxes ~~under FASB Codification~~in accordance with ASC Topic ~~740-10-25 (“~~740, Income Taxes. ASC ~~740-10-25”) Income Taxes. Under ASC 740-10-25,~~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 ~~future tax consequences attributable to~~ differences between the ~~financial statements carrying~~reported amounts of ~~existing~~ assets and liabilities and their ~~respective~~ 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 ~~measured using enacted~~adjusted for the effects of changes in tax laws and rates ~~expected to apply to taxable income in~~on the ~~years in which those temporary differences are expected to be recovered or settled.~~ date of enactment.

Under ASC ~~740-10-25, the effect on deferred~~740, a tax ~~assets and liabilities of a change in tax rates~~position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in ~~income in~~a tax examination, with a tax examination being presumed to occur. The amount recognized is the ~~period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the~~largest amount of tax ~~benefits expected to be realized.~~
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~~U.S. GAAP requires that, in applying the liability method, the financial statement effects of an uncertain tax position be recognized based on the outcome~~benefit that is ~~more~~greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than ~~not to occur. Under this criterion, the most likely resolution of an uncertain~~not” test, no tax ~~position should be analyzed based on technical merits and on the outcome that would likely be sustained under examination.~~benefit is recorded. The Company ~~had~~has no material uncertain tax positions asfor any of ~~September 30, 2017.~~the reporting periods presented and its current on all its tax filings federal and state until 2021 inclusive.

~~Revenue Recognition~~Basic and Diluted Earnings Per Share

~~The Company recognized revenue on arrangements~~Earnings per share is calculated in accordance with FASB Codification Topic 605, “Revenue Recognition” (“ASC Topic 605”). Under ASC Topic 605, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured. The Company recognizes revenue from the sale of phones and phone card products at the time of sale to the customer. The Company recognizes revenue from IT-related services at the time the services are performed.
~~Cost of Goods Sold~~
Cost of goods sold represents the cost of the phone and phone card products sold by the Company. In 2016 the Company did not have cost of goods sold since all of its revenue was generated from consulting income. In 2017, the entire cost of goods sold relates to products sold by the Company’s new acquired acquisition as described in Note 4.
~~(Loss) Per Share~~
~~In accordance with accounting guidance now codified as FASB~~ ASC Topic 260, ~~“Earnings per~~Earnings Per Share”. Basic earnings per share (“EPS”) is ~~computed by dividing net loss available to common stockholders by~~based on the weighted average number of common shares ~~outstanding during the period, excluding the effects of any potentially dilutive securities.~~outstanding. Diluted EPS ~~gives effect to~~assumes that all dilutive ~~potential of shares of common stock outstanding during the period including stock options or warrants, using~~securities are converted. Dilution is computed by applying the treasury stock method. Under this method, ~~(by using the average stock price for the period to determine the number of shares~~options and warrants are assumed to be ~~purchased from~~exercised at the ~~exercise~~beginning of ~~stock options or warrants)~~the period (or at the time of issuance, if later), and ~~convertible debt or convertible preferred stock, using the if-converted method. Diluted EPS excludes all dilutive potential of shares of~~as if funds obtained thereby were used to purchase common stock ~~if their effect~~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 ~~anti-dilutive.~~the same as basic loss for all periods presented. The following ~~potentially dilutive~~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
September 30, September 30, September 30, December 31,
2017 2016 2023 2022
Series B preferred stock 3,000 3,000 45,000 45,000
Series C preferred stock 770 770 700 700
Series D preferred stock 66,000,000 66,000,000
Series H preferred stock 20,000 20,000
Series I preferred stock 1,000 —
Warrants 22,093,750 — 70,770 70,770
Convertible notes 12,158,358 6,156,757 78,364,606,196 3,949,223,831
Total 100,255,878 72,160,527 78,364,743,666 3,949,360,301

~~Note 3 - Liquidity and Going Concern~~Management’s Evaluation of Subsequent Events

The Company ~~sustained net losses~~evaluates events that have occurred after the balance sheet date of ~~$7,516,294 during~~September 30, 2023, through the ~~nine months~~date which the CFS are issued. Based upon the review, other than described in Foot Note – 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 period ended September 30, ~~2017,~~2023.
On April 2021, the FASB issued ASU 2021-04, “Earnings Per Share (Topic 260), Debt— Modifications and ~~our operating activities used cash~~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 ~~$215,405.~~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 ~~a working capital deficit of $3,155,017, and accumulated deficit of $11,610,666 at~~no material impact on the CFS for the period ended September 30, ~~2017. This raises substantial doubt about its ability~~2023.
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.
Note 5 – Cash, Restricted Cash, and Cash held in Trust
Cash consist of amounts held as bank deposits, amounts held in escrow and highly liquid debt instruments purchased with an original maturity of three months or less.
From time to ~~continue as a going concern. The~~time, we may maintain bank balances in interest bearing accounts in excess of the $250,000 currently insured by the Federal Deposit Insurance Corporation for interest bearing accounts (there is currently no insurance limit for deposits in noninterest bearing accounts). We have not experienced any losses with respect to cash. Management believes our Company is ~~dependent upon~~not exposed to any significant credit risk with respect to its ~~ability~~cash.
Note 6 – 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 ~~generate revenues~~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 withTGHI pursuant to which the Company granted TGHI a worldwide license for its ~~ability~~technologies for five years in the domains of Internet of Things (IoT) and Artificial Intelligence enabled mobile technologies pertaining to ~~continue receiving investment capital and loans~~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 ~~third parties~~revenue attributable to ~~sustain its current level~~the use, performance or other exploitation of ~~operations. No assurance can be given~~the Technology, to the extent applicable, after deducting any taxes that the Company ~~will~~may be ~~successful in these efforts. Pursuant~~required to ~~the Joint Venture Agreement, Guardian LLC has committed to provide~~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 September 30, 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 ~~all~~the SEC Form 15 choosing to become a none reporting entity. As such the Company depreciate its ~~working capital needs. In lieu~~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 ~~entering~~the outstanding shares of common stock, entered into a series of ~~short terms notes~~agreements with ~~third parties,~~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 ~~LLC took upon itself~~original deal, where GTX to perform a ~~lock-up and leakage agreement, described below. Certain third parties defaulted~~corporate action of 1:65 reverse split on ~~their commitment to the Company~~September 20, 2022) shares of common stock of GTX for funding. The Company entered a negotiation with Guardian LLC to replace these defaulted investors. There is no guarantee that the LLC will agree to continue to provide funding, which raises substantial doubt about the Company’s ability to continue$150,000 - in total FV of $8,846 as ~~a going concern.~~of June 30, 2023 based on level 1 stock price in OTC markets.

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~~We plan to raise working capital that will allow us to conduct our business for~~The GTX Notes bear 10% interest and 50% of the next 12 months. There is no guarantee regarding our ability to raise that capital. We expect to use the proceeds to fund our short-term capital requirements including paying administrative expenses associated with maintaining our public company’s filings for the next 12 months. In order to implement our business plan and pay various administrative expensesprincipal may be converted into shares of common stock on a ~~minimal~~one-time basis ~~for the next 12 months, we expect that we will need approximately $1,200,000, based on our expectation~~at a conversion price of ~~monthly expenses of approximately $100,000.~~$0.01 per share. The ~~Company expects that its operating results will fluctuate significantly from quarter to quarter in the future, and will depend on a number of factors including the state~~remaining 50% of the ~~worldwide economy and financial markets, which are outside the Company’s control. Guardian Patch, LLC, the Company’s JV partner, has committed~~principal must be paid in ~~the past to support the Company’s working capital needs, by providing the Company with short terms loans.~~cash. The Company may also pursue capital through the issuance of high-yield debt that will likely be convertible into equity, at either a fixed or a variable conversion rate. Our financing plans and the exact type of debt that we seek will largely be contingentclosing occurred on ~~our pre-sales campaign for the Sphere.~~April 12, 2022.

~~Note 4 - Acquisition~~GTX changed its name into Metalert Inc. on or about September 20, 2022.

On September ~~1, 2017,~~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.
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 September 30, 2023 the notes had an outstanding balance of $182,500 and accrued interest of $18,272. As of December 31, 2022, the notes had an outstanding balance of $190,000 and accrued interest of $8,475.
As of September 30, 2023 and December 31, 2022, the marketable security had a FV of $38,506 and $12,538, respectively.
Note 7 – Avant Investment
On April 3, 2023, GBT Tokenize Corp. (“Seller”), a subsidiary that is owned 50% by the Company (“GBT”) entered into an Asset Purchase Agreement (“APA”) with Trend Innovation Holdings, Inc. (“TREN”), in which GBT consented, pursuant to which Seller 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.
As APA is contingent per the Lock Up Term that all transactions contemplated by the APA maybe unwound, management did not record the transaction.
Note 8 – Impaired Investment
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 ~~Asset Purchase~~Exchange Agreement (the ~~“Purchase~~“GBT Exchange Agreement”) ~~with RWJ Advanced Marketing, LLC (“RWJ”), a Georgia corporation,~~ 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 ~~purchased certain assets from RWJ, including inventory, terminals, licenses~~ and ~~permits~~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 ~~intangible assets, in consideration~~assignment of ~~$400,000, an aggregate 5,000,000~~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 ~~secured promissory note in~~as determined by dividing the ~~amount~~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 ~~$2,600,000,~~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 ~~warrants~~the 20,000 shares of Series H Preferred Stock, Gonzalez would be entitled to ~~purchase 9,000,000~~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.
Investment in Joint Venture – GBT Tokenize Corp
On July 20, 2023, the Company through its wholly owned inactive subsidiary, Greenwich International Holdings, a Costa Rica corporation (“Greenwich”), entered into an Amended and Restated Joint Venture (the “2023 Tokenize Agreement”) with Magic Internacional Argentina FC, S.L. (“Magic”) and GBT Tokenize Corp (“GBT Tokenize”).

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 ~~assumption~~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 ~~liabilities incurred~~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 ~~RWJ after~~GBT Tokenize, based on the ~~effective~~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.
Although the investment was impaired, the product development is still ongoing. The carrying amount of this investment at September 30, 2023 and December 31, 2022, was $0 and $0, respectively.
Note 9 – Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses at September 30, 2023 and at December 31, 2022 consist of the following:
Schedule of accounts payable and accrued expenses
2023 2022
Accounts payable $ 1,143,513 $ 1,436,266
Accrued liabilities 1,300,239 1,471,023
Accrued interest 3,725,418 3,196,611
Total $ 6,169,170 $ 6,103,900
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 September 30, 2023 and December 31, 2022, respectively.
Note 11 – Convertible Notes Payable, Non-related Partied and Related Party
Convertible notes payable – non related parties at September 30, 2023 and at December 31, 2022 consist of the following:
Schedule of convertible notes payable – non related parties
September 30, December 31,
2023 2022
Convertible note payable to GBT Technologies S.A $ 5,434,746 $ 6,395,531
Convertible notes payable to 1800 96,260 191,275
Convertible notes payable to Glen 462,500 —
Total convertible notes payable, non related parties 5,942,926 6,586,788
Unamortized debt discount (66,512 ) (189,060 )
Convertible notes payable – non related parties 5,926,994 6,397,727
Less current portion (5,926,994 ) (6,397,727 )
Convertible notes payable – non related parties, long-term portion $ — $ —

$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 September 30, 2023, IGOR 1 converted $51,000 of the convertible note into 600,000,000 shares of the Company’s common stock.
As of September 30, 2023, the note had an outstanding balance of $5,434,746 and accrued interest of $2,487,222.
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 ~~RWJ Agreement.~~DL Note. The transactions described above funded on May 9, 2022.

The ~~RWJ Warrants are exercisable for a period~~outstanding principal amount of ~~five years at a fixed exercise price of $0.50 per share and non-dilutive anti-dilution protection. If,~~the DL Note may not be converted prior to the ~~exercise~~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 ~~RJW Warrants,~~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 ~~(i) declares, makes or issues, or fixes~~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 ~~record date for the determination~~conversion if such conversion, along with all other shares of ~~holders of~~Company common stock ~~entitled to receive, a dividend or other distribution payable in shares~~beneficially owned by DL and its affiliates would exceed 4.99% of ~~its capital stock, (ii) subdivides~~ the outstanding shares ~~(iii) combines~~of the ~~outstanding shares (including a reverse~~common stock ~~split)~~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”), ~~(iv) issues any~~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 ~~its capital stock by reclassification~~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 ~~shares, capital reorganization or otherwise (including any such reclassification or reorganization in connection with~~Company of $103,750. The DL Note had a ~~consolidation or merger or~~maturity date of September 9, 2023 and ~~sale of all or substantially all~~the Company had agreed to pay interest on the unpaid principal balance of the Company’s assets to any person), then, notwithstanding any such action the exercise price, and the number and kind of shares receivable upon exercise, in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification shall remain fixed so that the holder of the RJW Warrants exercised after such time shall be entitled to receive the number and kind of shares which, if the RJW Warrants had been exercised immediately prior to such time, the holder would have owned upon such exercise and been entitled to receive.
~~The RWJ~~DL Note ~~accrues interest~~ at the rate of ~~3.5%~~12.0% from the date on which the DL Note is issued (the “Issue Date”). A one-time interest ~~per annum~~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 ~~payable in full on December 31, 2019.~~due October 30, 2022 with nine subsequent payments each month thereafter. The Company ~~may~~shall have a five-day grace period with respect to each payment. The Company has right to accelerate payments or prepay ~~this note~~in full at any time ~~without~~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.

~~The Company incorporated a wholly-owned subsidiary, UGopherServices Corp.,~~During the period ended June 30, 2023, the company paid back $39,043 to ~~operate~~1800 Diagonal lending and the ~~acquired assets.~~remaining convertible note balance been converted into 136,993,684 shares.
As of September 30, 2023, the note had an outstanding balance of $0 and an interest of $0.

Outstanding Notes
Glen Eagle

The Company entered into ~~this Purchase Agreement~~a series of loan arrangements with Glen Eagles Acquisition LP pursuant to ~~acquire terminals~~which it received $512,500 in ~~approximately 15,000 locations by which the Company will deploy its technology.~~
~~A summary~~loans (the “Debt”) from August 2021 up to September 2022. The original funded amount of the purchase price and the purchase price allocations at fair value is below. The purchase price allocation is a preliminary and subject to change. The Company has not yet completed its analysis to determine the fair value of the assets acquired on the acquisition date. Once this analysis is complete, the Company will adjust, if necessary, the provisional amounts assigned to the assets purchased in the accounting period in which the analysis is completed.
Purchase price
Cash (1) $ 400,000
5,000,000 shares of common stock (2) 1,850,000
Secured promissory note 2,600,000
9,000,000 warrants (3) 3,310,819

$ 8,160,819

Allocation of purchase price
Inventory $ 398,151
Property and equipment 210,200
Assumed liabilities (398,151 )
Goodwill 7,950,619
Purchase price $ 8,160,819
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~~(1) – the $400,000 cash was advanced to the Company by Guardian LLC and is~~$457,500 included ~~in accounts payable and accrued expenses on the accompanying consolidated balance sheet.~~
~~(2) – the fair value of the common stock was calculated based on the closing market price~~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 ~~acquisition.~~conversion.

~~(3)~~In order to include a convertible feature for the ~~fair value of the 9,000,000 warrants~~$55,000 which was ~~determined using the Black-Scholes option pricing model with the following assumptions:~~
● ~~Expected life of 5.0 years~~
● ~~Volatility of 250%;~~
● ~~Dividend yield of 0%;~~
● ~~Risk free interest rate of 1.73%~~
~~The revenue from the acquisition of the RWJ assets included in the results of operations from the date of acquisition on to September 30, 2017 was $4,426,626.~~
~~The unaudited pro forma information below present statement of operations data as if the acquisition of the RWJ assets took place~~not covered by convertible feature, on January ~~1, 2016.~~
Nine Months Ended September 30,
2017 2016
Sales $ 42,441,702 50,078,135
Cost of goods sold 40,273,563 47,623,277
Gross profit 2,168,139 2,454,858
Operating expenses 8,492,340 4,013,055
Loss from operations (6,324,201 ) (1,558,197 )
Net loss (7,720,712 ) (1,604,377 )
Loss per share (0.16 ) (0.08 )
~~Note 5 - Property and Equipment, Net~~
~~Property and equipment consisted of the following as of September 30, 2017 and December 31, 2016:~~
September 30, December 31,
2017 2016

Furniture $ 33,740 $ 9,431
Computers and equipment 20,621 12,539
POSA machines 190,829 —
245,190 21,970
Less accumulated depreciation (27,808 ) (21,271 )
Property and equipment, net $ 217,382 $ 699
~~Depreciation expense for the nine months ended September 30, 2017 and 2016 was $6,538 and 1,010, respectively.~~
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~~Note 6 – Convertible Notes Payable~~
~~Convertible notes payable at September 30, 2017 and December 31, 2016 consist of the following:~~
September 30, December 31,
2017 2016
Convertible note payable to PTPI dated January 22, 2015 (A) $ 30,393 $ 53,852
Convertible note payable to Guardian Patch I LLC dated May 23, 2017 (B) 660,132
Convertible notes payable to Crown Bridge Partners LLC dated June 9, 2017 (C) 100,000 —
Convertible notes payable to Eagle Equity LLC dated June 8, 2017 (D) 100,000 —
Convertible notes payable to JSJ Investments, Inc. dated June 7, 2017 and June 29, 2017 (E) 100,000 —
Convertible notes payable to Eagle Equity LLC dated September 13, 2017 (F) 100,000 —
Total convertible notes payable 1,090,525 53,852
Unamortized debt discount (838,809 ) —
Convertible  notes payable, net of discount 251,716 53,852
Less notes receivable collateralized by convertible  notes payable (150,000 ) —
Convertible notes payable $ 101,716 $ 53,852
~~(A) On January 22, 2015,~~24, 2023, the Company ~~entered into an Exchange Agreement with Stanley Hills, the original holder (the “Holder”) of the PTPI Note pursuant~~issued a consolidated convertible promissory note to ~~which PTPI Note exchanged $75,273 in debt into a 10% Convertible Debenture~~Glen Eagles Acquisition LP in the principal amount of ~~$75,273~~$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.
As of September 30, 2023, the consolidated convertible note had an outstanding balance of $462,500 and an interest of $31,551.
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 ~~“Note”~~“DL Note”) of $59,408 with an original issue discount of $6,258 resulting in net proceeds of the Company of $53,150. The ~~PTPI~~DL Note ~~matured January 21, 2017 (the “Maturity Date”)~~had a maturity date of June 1, 2024 and the Company had agreed to pay interest ~~associated with~~on the unpaid principal balance of the DL Note Iat the rate of 12.0% from the date on which the DL Note is ~~10%~~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 September 30, 2023, the note had an outstanding balance of $19,485.
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 September 30, 2023, 1800 Diagonal converted $17,000 of the convertible note into 200,000,000 shares of the Company’s common stock.
As of September 30, 2023, the note had an outstanding balance of $45,680 and accrued interest of $2,195.
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 ~~payable~~issued (the “Issue Date”). A one-time interest charge of 12% or $5,664 was applied on the ~~Maturity Date.~~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 ~~PTPI~~first payment is due June 15, 2023 with nine subsequent payments each month thereafter. The Company shall have a five-day grace period with respect to each payment. The Company has right to accelerate payments or prepay in full at any time with no prepayment penalty. This DL Note shall not be secured by any collateral or any assets of the Company.

The outstanding principal amount of the DL Note may not be converted into the Company common shares except in the event of default. In the event of default on the DL Note, DL may convert the DL Note into shares of the Company’s common stock at a conversion price equal to 75% of the lowest trading price with a 10-day look back immediately preceding the date of conversion. In addition, upon the occurrence and during the continuation of an event of default (as defined in the DL Note), the DL Note shall become immediately due and payable and the Company shall pay to DL, in full satisfaction of its obligations hereunder, additional amounts as set forth in the DL Note. In no event shall DL be allowed to affect a conversion if such conversion, along with all other shares of Company common stock beneficially owned by DL and its affiliates would exceed 4.99% of the outstanding shares of the common stock of the Company.
As of September 30, 2023, the note had an outstanding balance of $26,059 and accrued interest of $5,664.
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 ~~convertible~~issued (the “Issue Date”) until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. The Company shall have the right to prepay the DL Note, provided it makes a payment including a prepayment to DL as set forth in the DL Note.
The outstanding principal amount of the DL Note may not be converted prior to the period beginning on the date that is 180 days following the Issue Date. Following the 180^thday, 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.
As of September 30, 2023, the note had an outstanding balance of $50,580.
Convertiblenotes payable – prior related parties at September 30, 2023 and December 31, 2022 consist of the following:
Schedule of convertible note payable
September 30, December 31,
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 $ — $ —

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 ~~the option of Note I, at~~ a ~~fixed~~ conversion price ~~of $0.00752734.~~
~~The Holder has~~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 ~~PTPI Note~~Debt and receive shares of common stock such that the number of shares of common stock held by it ~~in the aggregate~~ and its affiliates after such conversion or exercise does not exceed ~~4.99%~~4.99% of the then issued and outstanding shares of common stock. ~~In addition, on March 2, 2015,~~During the Company and the Holder amended that certain 10% Convertible Debenture (the “PTPI Note I Debenture”) which debt underlying the PTPI Note I Debenture was initially incurred on October 6, 2009 and exchanged for the Note I Debenture on January 19, 2014. The parties agreed that the conversion price in the PTPI Note I Debenture would not be impacted by the 1:1,000 stock split implemented by the Company on February 24, 2015 and will remain $0.0075273.
~~The Company is under default per the terms~~year ended December 31, 2021, Stanley converted $1,231,466 of the PTPI Note, as at maturity in January 2017, the Company did not have sufficient free cash to pay off the note. The Company is in negotiations with the Holder in good faith to resolve the situation. The Company cannot predict the result of such negotiations. The current note balance is $30,393, which includes $14,870 of accrued interest. The balance at that time was $53,852, which included accrued interest of $13,112, and was net of debt discount.
(B) Guardian Patch I LLC (the “Note Holder”) understands that the Company may be seeking additional capital or funding and believes that the lock-up and leak-out restrictions and provisions, as further described herein, will improve the Company’s prospects for obtaining additional financing and thus improving the overall financial condition of the Company. As such on or around June 26, 2017 the Company and the Note Holder entered into a lock-up and leak-out:
1. Subject to the terms of this Agreement, the Note Holder agrees that for a period of nine (9) months from the Effective Date of this Agreement (the “Lock-Up Period”), the Note Holder shall not convert the Note into Common Stock for safe keeping or, directly or indirectly, sell, offer to sell, contract to sell, assign, pledge, hypothecate, encumber or otherwise transfer, or enter into any contract, option or other arrangement or understanding with respect to the sale, assignment, pledge or other disposition of (each a “Transfer”) any beneficial rights with respect to the Note.
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2. Leak-Out Provisions. Subject to the terms of this Agreement, the Note Holder agrees that for a period beginning immediately upon the end of the Lock-Up Period and ending fifteen (15) months from the Effective Date of this Agreement (the “Leak-Out Period”), the Note Holder shall have the right to sell the lessor of (i) five (5%) percent of the previous day’s traded volume of the Company’s Common Stock, or (ii) Five Thousand (5,000) shares of the Common Stock on a per daily basis.
On May 23, 2017, the Company entered into a conversion agreement with the Note Holder pursuant to which the parties agreed to convert the amounts provided by the Note Holder to the Company, previously recorded in accounts payable and accrued expenses, into aits convertible note ~~payable in the amount of $660,132.~~
~~The note bears~~plus interest ~~at 6%, matures May 30, 2019 and is convertible~~ into the Company’s common stock, at the Note Holder’s option, at a conversion price equal to 50% of the lowest closing price for the common stock on the principal market during the ten consecutive trading days immediately preceding the conversion date, which, in no event, will be less than $0.01 per share. The Note Holder has agreed to restrict their ability to convert the note and receive4,420,758 shares of common stock such that the number of shares of common stock held by them in the aggregate and their affiliates after such conversion or exercise does not exceed 4.9% of the then issued and outstanding shares of common stock.
(C) On June 9, 2017, the Company entered into a securities purchase agreement with Crown Bridge Partners, LLC (“CBP”), providing for the purchase of two convertible notes payable in the aggregate amount of $100,000 with the first note being in the amount of $50,000 and the second note being in the amount of $50,000 each accruing interest at 8% per annum and due on June 9, 2018. The first note was funded in cash. With respect to second note CBP issued a note payable to the Company in the amount of $50,000 to offset second note. The funding of second note is subject to certain conditions. CBP is required to pay the principal amount of the note payable to the Company in cash and in full prior to executing any conversions under second note.
The CBP notes may be converted by CBP at any time into shares of Company’s common stock calculated at the time of conversion, except as set forth above, at a conversion price equal to 55% of the average of the three lowest trading prices of the Company’s common stock, ~~as reported on~~and during the National Quotations Bureau OTC Markets which the Company’s shares are traded or any exchange upon which the common stock may be traded in the future, for the twenty (20) prior trading days including the day upon which a notice of conversion is received by the Company. In the eventyear ended December 31, 2021, Stanley loaned the Company ~~experiences a DTC “Chill” on its shares or~~an additional $325,000. Also, during the ~~market price is below $0.25, the conversion price shall be decreased to 45%. If~~year ended December 31, 2021, the Company ~~fails to maintain its status~~transferred the SURG shares received as ~~“DTC Eligible” for any reason, or, if the conversion price is equal to or lower than $0.01, then an additional 15% discount shall be factored~~repayment of $800,000 of this convertible note and also converted $126,003 of accrued interest into the ~~conversion price until the CBP notes are no longer outstanding.~~
principal balance. During the ~~first nine months, the CBP notes is~~year ended December 31, 2021, Gonzalez assigned all his accrued balances of $424,731 to Stanley in ~~effect,~~a private transaction that the Company ~~may redeem the CBP notes by paying~~is not part to an amount equal to 135% of the face amount plus any accrued interest during the first 90 days after issuance and 150% of the face amount plus any accrued interest from day 91 through day 180 after issuance. The CBP Notes may not be prepaid after the six-month anniversary.
~~(D)~~(See Note 10). On ~~June 8, 2017,~~January 2, 2023, the Company entered into a securities purchase agreement with Eagle Equities, LLC (“Eagle”), providing for the purchase of two convertible notes payable in the aggregate amount of $100,000 with the first note being in the amount of $50,000 and the second note being in the amount of $50,000 each accruing interest at 8% per annum and due on June 8, 2018. The first note was funded in cash. With respect to second note, Eagle issued a convertible promissory note ~~payable~~ to ~~the Company~~Stanley for its credit balances in ~~the amount of $50,000 to offset second note. The funding of second note is subject to certain conditions. Eagle is required to pay~~ the principal amount of ~~the~~$750,000. The convertible promissory note bears interest of 10% and is payable ~~to the Company in cash and in full prior to executing any conversions under second note.~~
~~Eagle~~at maturity on June 30, 2024. Stanley may convert the ~~outstanding principal on the Eagle notes~~consolidated convertible Note into shares of the Company’s common stock at ~~the~~a conversion price ~~per share~~ equal to ~~55%~~85% of the lowest ~~daily closing bid with a twenty (20) day look back immediately~~trading price during the 20-day period preceding ~~and including~~ the date of conversion. InThe Company recorded a gain on debt extinguishment of $408,034 at the ~~event~~issuance date.
As of September 30, 2023 and December 31, 2022 the ~~Company experiences a DTC “Chill”~~principal balance of Stanley debt is $661,395 and 116,605 respectively. The unpaid interest of the Stanley debt at September 30, 2023 and December 31, 2022 was $48,867 and $11,247, respectively.
Discounts on ~~its shares, the conversion price shall be decreased to 45% instead of 55% while that “Chill” is in effect.~~convertible notes

The Company has the right to repay the Eagle notes at any time during the first nine months of the notes at a rate of 130% of the unpaid principal amount during the first 90 days, 135% of the unpaid principal amount between days 91 and 120, and 140% of the unpaid principal amount between days 121 and 180. The Eagle Notes may not be prepaid after the 180 day.
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(E) On June 8, 2017, the Company closed a financing with JSJ Investments Inc. (“JSJ”), whereby the Company issued a convertible note payable dated June 7, 2017 in the aggregate principal amount of $50,000 with interest accruing at 8% per annum and is due on March 7, 2018.
JSJ may converted the note at any time into shares of Company’s common stock at a price equal a 45% discount to the lowest trading prices of the Company’s common stock as reported on the OTCQB for the 20 prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. The Company may pay the JSJ Note in full, together with any and all accrued and unpaid interest, plus any applicable pre-payment premium at any time on or prior to the date which occurs 180 days after the issuance date hereof. Until the 90th day after the issuance date the Company may pay the principal at a cash redemption premium of 135%, in addition to outstanding interest, without the note holder’s consent. From the 91^st~~day though day 120, the amount to be repaid is 140% and from day 121 through the 180~~^th ~~day, the amount to be repaid is 150%.~~
~~On June 29, 2017, the Company closed another financing with JSJ for $50,000 with the exact terms and the JSJ note describe above except the note is due on March 29, 2018.~~
(F) On September 13, 2017, the Company entered into a securities purchase agreement with Eagle, providing for the purchase of two convertible notes payable in the aggregate amount of $100,000 with the first note being in the amount of $50,000 and the second note being in the amount of $50,000 each accruing interest at 8% per annum and due on September 18, 2018. The first note was funded in cash. With respect to second note, Eagle issued a note payable to the Company in the amount of $50,000 to offset second note. The funding of second note is subject to certain conditions. Eagle is required to pay the principal amount of the note payable to the Company in cash and in full prior to executing any conversions under second note.
Eagle may convert the outstanding principal on the Eagle notes into shares of the Company’s common stock at the conversion price per share equal to 55% of the lowest daily closing bid with a twenty (20) day look back immediately preceding and including the date of conversion. In the event the Company experiences a DTC “Chill” on its shares, the conversion price shall be decreased to 45% instead of 55% while that “Chill” is in effect.
The Company has the right to repay the Eagle notes at any time during the first nine months of the notes at a rate of 130% of the unpaid principal amount during the first 90 days, 135% of the unpaid principal amount between days 91 and 120, and 140% of the unpaid principal amount between days 121 and 180. The Eagle Notes may not be prepaid after the 180 day.
Due to the potential adjustment in the conversion price associated with some of the convertible notes payable described above based on the Company’s stock price, the Company has determined that the conversion feature is considered a derivative liability. The embedded conversion feature was initially calculated to be $2,715,178 which are recorded as a derivative liability as of the date of issuance. The derivative liability was first recorded as a debt discount to the convertible notes payable up to the face amount of the convertible notes payable of $1,060,132 with the excess of $1,655,046 being recorded as a derivative expense. Therecognized debt discount of ~~$1,060,132 is being amortized over the terms of the convertible notes payable. The Company recognized interest expense of $221,323~~$298,348 and $307,879 during the nine months ended September 30, ~~2017~~2023 and 2022, respectively, related to the amortization of the debt ~~discount.~~discount on convertible notes. The unamortized debt discount at September 30, ~~2017 is $838,809.~~
~~Since the note payable to the Company as described in items (C) ,(D)~~2023 and (F) above were issued to the Company as payment for a second convertible notes payable, the Company has not presented these notes receivable as an asset, but as an offset to the convertible notes payable balance.at December 31, 2022 was $179,876 and $307,879, respectively.

A roll-forward of the convertible ~~note~~notes payable from December 31, ~~2016~~2022 to September 30, ~~2017~~2023 is below:

Convertible notes, December 31, 2016 $ 53,852
Issued for cash 250,000
Issued for accounts payable and accrued expenses 660,132
Increase due to accrued interest 1,756
Conversion to common stock (25,215 )
Debt discount related to new convertible notes (1,060,132 )
Amortization of debt discounts 221,323
Convertible notes, September 30, 2017 $ 101,716
Schedule of roll-forward of the convertible notes payable
Convertible notes payable, December 31, 2022 $ 6,703,393
Issued for cash 113,260
Convertible note issued for accounts payable 1,262,500
Payment with cash (39,043 )
Conversion to common stock (1,347,709 )
Other settlement (37,500 )
Convertible notes payable, September 30, 2023 $ 6,654,901

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

Notes payable, non-related parties at September 30, 2023 and December 31, 2022 consist of the following:
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Schedule of notes payable September 30, December 31,
2023 2022
1800 note $ 45,546 $ —
SBA loan 350,000 350,000
Total notes payable 395,546 350,000
Unamortized debt discount (4,077 ) —
Notes payable 391,469 350,000
Less current portion 79,269 (41,137 )
Notes payable, long-term portion $ 312,200 $ 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 ~~7: Derivative Liability~~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 September 30, 2023 and at December 31, 2022 was $350,000 and $350,000 plus accrued interest of $33,524 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.
Notes payable, related party at September 30, 2023 and December 31, 2022 consist of the following:
Schedule of notes payable related parties
September 30, December 31,
2023 2022
Alpha Eda note payable $ 140,000 $ 140,000
Total notes payable, related party 140,000 140,000
Unamortized debt discount — —
Notes payable, net, related party 140,000 140,000
Less current portion (140,000 ) (140,000 )
Notes payable, net, related party, long-term portion $ — $ —

Alpha Eda
On November 15, 2020, the Company issued a promissory note to Alpha Eda, LLC (“Alpha”), a related party for $140,000. The note accrues interest at 10%, is unsecured and was due on September 30, 2021. On March 31, 2023 Alpha and the Company extended the note maturity to December 31, 2023. The balance of the note at September 30, 2023 and at December 31, 2022 was $140,000 and $140,000 plus accrued interest of $33,524 and $32,633, respectively.
Discounts on Promissory Note

The Company recognized debt discount of $70,588 and $0 during the period ended September 30, 2023 and December 31, 2022, respectively, related to the amortization of the debt discount on promissory notes. The unamortized debt discount at September 30, 2023 and at December 31, 2022 was $7,152 and $0, respectively.
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 September 30, 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.
Note 14 - Derivative Liability
Certain of the convertible notes payable discussed in prior Note ~~6 has~~- have a conversion price that can be adjusted based on the Company’s stock price which results in the conversion feature being recorded as a derivative liability.

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

The Company uses a weighted average ~~Black-Scholes-Merton~~Black-Scholes option pricing model with the following assumptions to measure the ~~fair value~~FV of derivative liability at September 30, ~~2017:~~2023 and at December 31, 2022:

~~Stock price~~ ~~$0.32~~
~~Risk free rate~~ ~~1.31%~~
~~Volatility~~ ~~200%~~
~~Conversion/ Exercise price~~ ~~$0.12 to $0.13~~
~~Dividend rate~~ 0%
~~Term (years)~~ ~~5.0 years~~
Schedule of assumptions to measure fair value
September 30, December 31,
2023 2022
Stock price $ 0.00009 $ 0.001

Risk free rate 5.40-5.58 % 4.42-4.76 %
Volatility 302-357 % 213-277 %
0.00009- 0.0015-
Conversion/ Exercise price $ 0.00085 $ 0.0017
Dividend rate 0 % 0 %

The following table represents the Company’s derivative liability activity for the ~~nine months~~period ended September 30, ~~2017:~~
2023:

Derivative liability balance, December 31, 2016 $ –
Schedule of derivative liability activitiy
Derivative liability balance, December 31, 2022 $ 1,714,142
Issuance of derivative liability during the period 2,715,178 1,369,920
Fair value of beneficial conversion feature of debt converted (2,262,793 )
Change in derivative liability during the period (547,188 ) 12,663,365
Derivative liability balance, September 30, 2017 $ 2,167,990
Derivative liability balance, March 31, 2023 $ 13,484,634

Note ~~8: Note Payable~~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 ~~acquisition discussed in Note 4,~~written consent by stockholders holding a majority of the voting stock of the Company, ~~issued a note payable.~~dated as of June 28, 2022.
● To amend the Company’s Articles of Incorporation, (the “Articles of Incorporation”) to increase the number of authorized shares of common stock, par value $0.00001 per share (the “Common Stock”), of the Company from 2,000,000,000 shares to 10,000,000,000 shares. This action concluded on August 11, 2022.
● (i) authorize the Company’s Board of Directors to effect, in its sole discretion, a reverse stock split of the Common Stock in a ratio of up to 1-for-500 (the “Reverse Stock Split”), and (ii) authorize the filing of an amendment to the Company’s Articles of Incorporation to implement the Reverse Stock Split and any other action deemed necessary to effectuate the Reverse Stock Split, without further approval or authorization of stockholders, at any time prior to December 31, 2023. This action was not commenced yet by the Company’s board.

On October 12, 2023, the Company amended its articles of incorporation to increase its authorized shares of common stock to 30,000,000,000 (the “Increase Amendment”). The ~~note bears interest at 3.5% per annum is due on December 31, 2019 and is secured~~Increase Amendment was approved by the ~~assets purchased~~board of directors as well as the shareholders holding in excess of a majority of the ~~acquisition.~~
~~Note 9 - Stockholders’ Equity (Deficit in prior periods)~~
~~Common Stock:~~issued and outstanding voting shares of the Company.

During the ~~nine months~~period ended September 30, ~~2017,~~2023, the Company had the following transactions in its common stock:

● Of 5,268,101,622 Shares issued ~~3,350,000 shares to, the PTPI note holder upon~~for the conversion of ~~$25,215~~convertible notes of ~~their convertible note;~~$1,347,709 and accrued interest of $52,211; and
●
● Of 100,000,000 Shares issued ~~an aggregate of 2,025,000 shares~~ to ~~two consultants~~Pacific Capital Markets LLC for ~~services rendered valued at $766,500. The services, which include business development, analysis,~~certain for service agreement between Pacific Capital Markets LLC. and ~~interaction with professionals, were principally related to assisting~~ the ~~Company with the acquisition of the RWJ assets (see Note 4).~~Company. The value of the ~~common stock~~shares of $80,000 was determined based on the ~~closing stock price~~FV of the Company’s common stock onat the ~~date~~time of ~~grant; and~~
● issued 5,000,000 shares for the acquisition of the RWJ assets valued at $1,850,000. The value of the common stock was determined based on the closing stock price of the Company’s common stock on the acquisition date.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.
As of September 30, 2023 and as of December 31, 2022, 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.

At September 30, 2023 and at December 31, 2022, GV owns 700 Series C Preferred Shares.
Series D Preferred Shares
As of September 30, 2023 and as of December 31, 2022, there are 0 and 0 shares of Series D Preferred Shares outstanding, respectively.
Series G Preferred Shares
As of September 30, 2023 and as of December 31, 2022, 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.
As of September 30, 2023 and as of December 31, 2022, 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 September 30, 2023, there are 1,000 shares of Series I Preferred Shares outstanding.
Warrants

The following is a summary of warrant ~~activity:~~activity.

Warrants
Outstanding Weighted
Average
Exercise
Price Weighted
Average
Remaining
Contractual
Life Aggregate
Intrinsic
Value
Outstanding, December 31, 2016 93,750 $ $ 0.00
Granted 22,000,000 0.50
Forfeited —
Exercised —
Outstanding, September 30, 2017 22,093,750 $ 0.51
Exercisable, September 30, 2017 22,093,750 $ 0.51 4.92 $ 0.00
Schedule of summary of 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 60,100
Exercised —
Outstanding, September 30, 2023 10,670 $ 729.90 0.02 $ —
Exercisable, September 30, 2023 10,670 $ 729.90 0.02 $ —

15

~~The exercise price for warrant outstanding and exercisable at September 30, 2017:~~
Outstanding and Exercisable

Number of Exercise
Warrants Price
22,000,000 $ 0.50
93,750 2.25
22,093,750
~~The Company issued 9,000,000 warrants as consideration for the acquisition of the RWJ assets (see~~ Note 4) and issued an aggregate of 13,000,000 warrants to two consultants for services rendered. The services, which include business development, analysis, and interaction with professionals, were principally related to assisting the Company with the acquisition of the RWJ assets (see Note 4). The fair value of the 13,000,000 warrants of $4,782,297 was determined using the Black-Scholes option pricing model with the following assumptions:
● ~~Expected life of 5.0 years~~
● ~~Volatility of 250%;~~
● ~~Dividend yield of 0%;~~
● ~~Risk free interest rate of 1.73%~~
~~Note 10~~16 - 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. All of the Company’s revenue in 2016 is from IT services delivered to a single customer, Guardian LLC, which is a related party to the Company. The Company had revenue of $45,000 and $45,000 for the fiscal quarters ended September 30, 2017 and 2016, respectively. All expenses in the Company’s operations were incurred as a consequence of delivering Company’s obligations under the joint venture agreement between the parties to commercialize the technology that is being developed by the LLC. The Company had operating expenses of $227,177 and $122,132 for the fiscal quarters ended September 30, 2017 and 2016, respectively.

On April 22, 2015, Michael Murray was appointed by the Company as the Chairman of the Board, CEO, and President of the Company. Mr. Murray resigned as an executive officer on September 1, 2017. On March 4, 2015,October 10, 2019, the Company entered into a ~~Territorial License~~Joint Venture Agreement (the “BitSpeed Agreement”) with ~~Hermes,~~BitSpeed LLC, which is owned by Douglas Davis, the ~~basis~~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 ~~Company’s current operations. Mr. Murray is the owner~~development of ~~9,900~~Concurrency to GBT BitSpeed. The Company shall contribute 10 million shares of ~~Series D Preferred Stock~~common stock of the Company ~~that is convertible at Mr. Murray’s election into 9,900,000 shares of common stock. To date, Mr. Murray has converted all of his Series D Preferred Stock into common shares of the Company.~~
~~On June 30, 2015, the Company appointed Dr. Danny Rittman as Chief Technical Officer and a board member. On August 20, 2015, the Company entered into an agreement with Dr. Rittman pursuant~~ to which the parties agreed that (i) all inventions, improvements and developments made or conceived by Dr. Rittman, either solely or in collaboration with others pertaining to Company’s business, will be the property of Company, and (ii) Dr. Rittman will assign to the Company any and all intellectual property related to the Company’s consumer heuristic technology platform. Said agreement is contingent upon the Company funding its commitments per the June 16, 2015 - Amended and Restated Territorial License Agreement. Failure of the Company providing this funding, in full, or partially, will automatically terminate any GOPH ownership of the intellectual properties. Dr. Rittman is the Chief Technology Officer and a director of the Company as well as the Chairman of the Company’s Advisory Board, in formation. Dr. Rittman and Mr. Murray jointly own 9,900 shares of Series D Preferred Stock of the Company that is convertible at Dr. Rittman’s or Mr. Murray’s election into 9,900,000 shares of common stock. To date, Mr. Rittman has converted all of his Series D Preferred Stock into common shares of the Company.
16
On August 20, 2015, the Company entered into an agreement with Dr. Rittman pursuant to which the parties agreed that (i) all inventions, improvements and developments made or conceived by Dr. Rittman, either solely or in collaboration with others pertaining to Company’s business, will be the property of Company, and (ii) Dr. Rittman agreed to assign to the Company any and all intellectual property related to the Company’s consumer heuristic technology platform, subject to certain conditions, which as of September 30, 2017 have not been met. As of the end of the fiscal year, the intellectual property developed by Dr. Rittman had not been assigned to the Company. The Company has expensed the stated value of that intellectual property in these financial statements.
On or around March 18, 2016 the Company and Dr. Danny Rittman entered into an agreement intended to clarify the relationship between Dr. Rittman and the Company and the ownership of certain technology in connection with certain agreements previously entered into between Company and Dr. Rittman and with third parties. Specifically, the Company entered into that certain Territorial License Agreement with Hermes Roll LLC dated March 4, 2015, which such agreement was amended to expand the related territorial license to a worldwide license pursuant to that certain Amended and Restated Territorial License Agreement dated June 16, 2015 (the “Amended and Restated Territorial License Agreement”), and that certain Letter Agreement (the “Letter Agreement”) entered into between Dr. Rittman and the Company dated August 20, 2015. The aforementioned agreements were tied to the funding of the Company in the minimum amount of $5,000,000 (the “Required Funding”) and the assignment to the Company and/or ownership by the Company of all past, present and future technology in the form of intellectual property, including, but not limited to patents, trademarks, domains, applications, social media pages (e.g. Twitter, LinkedIn and landing pages) (collectively, the “IP”), which such IP was paid for exclusively by Dr. Rittman and/or his affiliated companies, was contingent upon the Company obtaining the Required Funding by no later than October 30, 2015 (the “Contingency”). Accordingly, it was agreed to by the parties that (i) all inventions, improvements and developments made or conceived by the Dr. Rittman, either solely or in collaboration with others pertaining to Company’s business, would be the property of the Company subject to the Contingency. In the event the Contingency was not met, the Letter Agreement would be cancelled and rendered null and void. The Company acknowledged that the Company did not meet the Contingency, technically resulting in the cancellation of the Letter Agreement and rendering the Letter Agreement null and void. Moreover, the Company failed to meet its obligations under the Amended and Restated Territorial License Agreement, including the further development of the consumer heuristic technology platform, thereby creating a vacuum in its development in all aspects, including the ability to obtain funding, resulting in the need for Dr. Rittman’s partners to perform the necessary development work related to the above agreements.
The original License Agreement will remain in place, while other agreements will be terminated and rendered null and void. Dr. Rittman will resign as an officer of the Company, but will remain as Director and technical consultant of the Company, and will accommodate the needs of the Company in return for compensation to be agreed by the parties. All intellectual property will remain in the possession of Dr. Rittman and his private partners, and the Company shall remain a licensee per the terms of the original Territorial License Agreement, and will develop the first product with Dr. Rittman and his partners.
The Company is the exclusive license holder for certain intellectual property relating to GopherInsight technology. The Company has assigned all its rights as they relate to the Guardian Patch to the LLC as consideration for the JV. Dr. Rittman’s partners have commenced development of the product via a private LLC that has been incorporated under the name “Guardian Patch LLC” (“LLC”). Certain private investors will provide all initial funding to the Company via the LLC for product development. The LLC will fund the development,GBT BitSpeed. BitSpeed and the Company will ~~provide IT services via Dr. Rittman for a monthly fee. Dr. Rittman has signed an amendment employment agreement with the Company. As the Company is not a member~~each own 50% of ~~the LLC, the Company and the LLC have formed a Joint Venture (“JV”) for the purposes of developing and marketing the Patch. The LLC will be responsible for funding the development of the Patch.~~GBT BitSpeed. The Company ~~will not need~~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 ~~required to invest funds~~paid in ~~said JV. The Company responsibilities will be limited to the marketing~~shares of ~~the product, where the marketing budget will be funded~~common stock calculated by the LLC. Moreover, the LLC has committed to provide the Company with working capital as needed. The Company has assigned and pledged to the LLC all its license derivative rights as they pertain to the Patch only. Dr. Rittman may be offered membership rights at some point in the future with the LLC, with which the Company is a JV partner, but is not equity member. The Company has agreed with the LLC that the same JV principles of the GPLLC for the patch will apply for the other two products (Epsilon and Puzpix) which will be vested under designated LLCs that will be incorporatedamount owed divided by the ~~LLC members. During the nine months ended September 30, 2017, $135,000 of the~~ Company’s ~~revenue was related to IT service provided to the LLC for Dr. Rittman~~20-day VWAP. Mr. Davis will provide services in connection with the development of the ~~Patch.~~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.

~~In March 2016,~~On July 20, 2023, the Company ~~and Dr. Danny Rittman, Co-Chairman, CTO and~~through its wholly owned subsidiary, Greenwich International Holdings, a ~~shareholder,~~Costa Rica corporation (“Greenwich”), entered into an ~~agreement intended to clarify~~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 ~~relationship between Dr. Rittman~~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 ~~certain technology~~Greenwich to Magic to secure its Technology Portfolio investment.
Yello Partners Inc.
As of September 30, 2023 and as of December 31, 2022, the Company has $595,000 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 – Prior Related Party
On January 1, 2023, the Company issued a convertible promissory note to Stanley for its credit balances in ~~connection with certain agreements previously~~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 September 30, 2023, the Company has recorded an outstanding payable balance to Stanley amounted $788,210.
Consulting income for the period ended September 30, 2023 and for the year ended on December 31, 2022 were $0 and $45,000. Consulting income were derived from providing IT consulting services to Stanley Hills, a related party back then.
Note 17 - Contingencies
GBT Technologies, S.A.
On September 14, 2018, the Company entered into ~~between Company~~an Exclusive Intellectual Property License and ~~Dr. Rittman~~Royalty Agreement (the “GBT License Agreement”) with GBT-CR, a fully compliant and ~~with third parties. Prior~~regulated crypto currency exchange platform that currently operates in Costa Rica as a decentralized crypto currency platform, pursuant to ~~these agreements,~~which, among other things, the Company ~~is the~~granted to GBT-CR an exclusive, royalty-bearing right and license ~~holder for certain~~relating intellectual property relating to ~~Hermes’ system~~systems and ~~method for scheduling categorized deliverables, according~~methods of converting electronic transmissions into digital currency as reflected in that certain patent filed with the United Stated Patent and Trademark Office on or about June 14, 2018 (EFS ID: 32893586; Application Number: 16008069; Type: Utility under 35 USC 111(a); Confirmation Number: 6787)(collectively, the “Digital Currently Technology”). Pursuant to ~~demand, at~~ the ~~customer’s location based on smartphone application and/or via the internet. As a result of these agreements,~~GBT License Agreement, the Company ~~shall remain~~granted GBT-CR an exclusive ~~licensee per~~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 ~~original~~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 ~~develop~~make a payment to the ~~first products~~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 ~~Dr. Rittman~~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 ~~his partners.~~Restated Territorial License Agreement (“ARTLA”) dated June 15, 2015 and that the ARTLA had been cancelled and rescinded.

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On March 29, 2016, Gopher contributed all of its rights relating to its proprietary microchip that is within a sticky patch package (the “Patch”) to Guardian Patch, LLC (the “Guardian LLC”) in consideration of 50% of the profit generated by Guardian LLC (the “Joint Venture”). Guardian LLC is responsible for investing all needed funds for the purpose of developing the Patch and related products to the Patch. In addition, Guardian LLC is required to provide short term loans to Gopher on an as needed basis secured by Gopher’s economic interest in the Joint Venture. The Company will provide IT services to Guardian LLC for a monthly fee. Dr. Rittman has signed an amendment employment agreement with the Company.Stock Loan Receivable

On July 21, 2016 members of the Guardian Patch LLC, together with Dr. Rittman, incorporated Alpha EDA, LLC (“Alpha”). The members of the LLC appointed Dr. Rittman as the manager of Alpha. The Company, the LLC and Alpha have agreed that all Epsilon Rights, as well as Puzpix rights, will be assigned to Alpha. Alpha andJanuary 8, 2019, the Company entered into a JVStock 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, ~~similar~~the remaining shares of common stock shall be returned to the ~~Patch Joint Venture agreement (as described above), whereby Alpha will fund~~Company free and clear of all of its operational and developmental needs (software development, support, marketing and administrative), and the profits of Alpha will be distributed equally to the two equal Joint venture partners, Guardian Patch LLC and the Company. Alpha will hold all intellectual property rights related to software. Currently, three products will be owned by Alpha – the Epsilon software, the Puzpix social game and the Guardian Pack application.liens. The Company ~~and its technology licensing partners, Guardian LLC and Alpha, are preparing to introduce said new products (Epsilon, Guardian Pack & PuzPix) to~~recorded the ~~market this year, and the Sphere during the second half~~value of ~~fiscal 2017. Certain problems caused by the need to miniaturize both the chip design and the battery caused~~these shares of common stock as a ~~delay~~stock loan receivable which is presented as a contra-equity account in the rollout from its planned launch during the first half of the year. The Epsilon product will be presented for time-based license agreements utilizing a designated website on top of customary distributing channels for the product. Epsilon is under confidential evaluation agreement with third party.
~~During 2016,~~accompanying consolidated balance sheets. At December 31, 2019, the Company relocated its headquarters to 2500 Broadway, Suite F-125, Santa Monica, California. The Company paid approximately $5,000 per month in rent for this office space, and paid a $7,500 security deposit that is classified in our financial statements contained hereinwrote off the accrued interest income as a prepaid expense. The lease is being paid for by the Guardian LLC via reimbursement. The Company moved into smaller office space during the quarter, and its security deposit was adjusted downward to cover the smaller space in April 2016. The Company believes its current facilities will be adequate for the foreseeable future.
~~The Company has commenced development,~~Latinex did not perform any payment and the Company has ~~completed~~no mean to enforce this payment. Latinex agreed in principle to return the ~~Statement of Work (SOW) for the Federal Communications Commission (“FCC”) survey~~pledged 4,006 restricted shares to ~~deploy the Company’s Guardian Global Tracking Device within the continental US. The Company has also completed their transmitters/transceivers modules feasibility research. Although~~ the Company ~~can use open channels, and therefore is~~for cancellation. The 4,006 restricted shares have not ~~required to comply with various FCC regulations relevant~~yet been returned to the ~~system, the~~ Company ~~has chosen to comply, and is complying with FCC regulations. The FCC regulates the limits~~as of potentially harmful interference to licensed transmitters due to low power unlicensed transmitters. The Guardian Patch/Sphere system consists of advanced security protocols in order to maintain the global, private, fully-secured network. In addition, the Guardian Patch device needs to perform communication tasks across the globe providing breakthrough tracking features. The Company and its technology licensing partner, Guardian LLC, successfully completed thorough research that involved security, performance and FCC regulations compliance. Based on this research, a set of particular frequencies was chosen to be used by Guardian LLC. By the end of this year, the Company completed the design and construction of the Guardian Patch/Sphere circuit prototype device. The Company has completed the construction of 10 prototype units, and performed intensive testing program to be tested as a complete system in designated areas by the Company. On December 1, 2016, Guardian LLC issued Statement of Work for the Placement and Development of Guardian Sphere and its Base System. For this project, Guardian LLC has assembled a team of eight, including a Project Manager, CTO, digital and software engineers, a specialist algorithm mathematician and project leader. This team was assembled by Guardian LLC, and is based in the USA, Europe and Asia. Per the Joint Venture agreement, Guardian LLC is funding the SOW project through its sources, while the Company’s portion of the cost is $67,000 and due to the vendor on August 15, 2017. Guardian took full responsibility for all amounts due to this vendor. The Company intends to enter a new SOW for the purpose of creating fully-commercial products utilizing the manufacturers that it has identified.September 30, 2023.
Metaverse Agreements

On June ~~20, 2016, two holders (the “Preferred Stock Holders”) of an aggregate of 2,400 shares of Series D Preferred Stock (the “Preferred Shares”) of~~10, 2022, the Company, ~~converted~~entered into a Joint Venture and Territorial License Agreement (the “Metaverse Agreement”) with Ildar Gainulin and Maria Belova (collectively, the ~~Preferred Shares~~“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 ~~aggregate of 2,400,000~~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.
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 ~~$0.01 per share.~~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.

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 ~~Holders are executive officers~~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”)
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.
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 18 – 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 September 30, 2023 and the year ended on December 31, 2022.

Liquidity risk
The Company has an accumulated deficit of $314,837,377 and has a working capital deficit of $30,311,629 as of September 30, 2023, 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 third quarter ended on September 30, 2023. Sales for both the period ended September 30, 2023 and 2022 were $0 and $90,000. The Consulting income from related party for the period ended September 30, 2023 and 2022 was $0 and $90,000.
Note 19 - Subsequent Events
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.

As previously reported in this report, the Company through its wholly owned subsidiary, Greenwich International Holdings, a Costa Rica corporation (“Greenwich”), entered into an Amended and Restated Joint Venture (the “2023 Tokenize Agreement”) with Magic Internacional Argentina FC, S.L. (“Magic”) and GBT Tokenize Corp (“GBT Tokenize”). Pursuant to the 2023 Tokenize Agreement among other terms, in order to maintain its 50% ownership interest in GBT Tokenize, the Company agreed to contribute its portfolio of intellectual property to GBT Tokenize. On ~~August 9, 2016, two holders (the “Preferred Stock Holders”)~~November 2, 2023, the Company received a notice of ~~an aggregate of 17,400 shares of Series D Preferred Stock (the “Preferred Shares”)~~completion (notice # 508205896) of the ~~Company executed conversion notices~~recoding of assignment for its portfolio of intellectual property to ~~convert~~GBT Tokenize. The assignment was recorded by the ~~Preferred Shares into an aggregate~~assignment recording branch of ~~17,400,000~~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).
Subsequent to September 30, 2023, 100,000,000 shares of common stock ~~of the Company at $0.01 per share. The Preferred Stock Holders are executive officers and directors of the Company.~~
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Effective August15, 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 GopherInsight™ 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. The Base Salary of the Executive may from time to time be increased, but not decreased, by the Board, in its absolute discretion, including potential bonuses.”
~~Since April 2016, Guardian LLC has provided loans to the Company~~were issued for the ~~Company’s working capital purposes, outside~~conversion of ~~its commitment to develop the Patch, in the aggregate amount~~convertible notes of $660,132 (the “Loans”). On May 23, 2017, as described in Note 6, the Company entered into a Conversion Agreement with Guardian LLC pursuant to which the parties agreed to convert the Loans provided by Guardian LLC to the Company into a Convertible Promissory Note in the principal amount of $660,132 (the “Note”)$8,500.

The Note bears interest at 6%, matures May 30, 2019 and is convertible into the Company’s common stock, at Guardian LLC’s option, at a conversion price equal to 50% of the lowest closing price for the common stock on the principal market during the ten consecutive trading days immediately preceding the conversion date, which, in no event, will be less than $0.01 per share. Guardian LLC has agreed to restrict their ability to convert the Note and receive shares of common stock such that the number of shares of common stock held by them in the aggregate and their affiliates after such conversion or exercise does not exceed 4.9% of the then issued and outstanding shares of common stock. At September 30, 2017, the Note has a balance of $660,132.
~~Guardian LLC (the “Note Holder”) understands that~~On July 21, 2022, the Company ~~may be seeking additional capital or funding~~filed and ~~believes~~mailed to its record stockholders a Definitive Schedule 14C Information Statement that ~~the lock-up and leak-out restrictions and provisions, as further described herein, will improve~~authorized the Company’s prospects for obtaining additional financing and thus improving the overall financial condition of the Company. As such on or around June 26, 2017 the Company and the Note Holder entered into a lock-up and leak-out:
1. Subject to the terms of this Agreement, the Note Holder agrees that for a period of nine (9) months from the Effective Date of this Agreement (the “Lock-Up Period”), the Note Holder shall not convert the Note into Common Stock for safe keeping or, directly or indirectly, sell, offer to sell, contract to sell, assign, pledge, hypothecate, encumber or otherwise transfer, or enter into any contract, option or other arrangement or understanding with respect to the sale, assignment, pledge or other disposition of (each a “Transfer”) any beneficial rights with respect to the Note.
2. Leak-Out Provisions.     Subject to the terms of this Agreement, the Note Holder agrees that for a period beginning immediately upon the end of the Lock-Up Period and ending fifteen (15) months from the Effective Date of this Agreement (the “Leak-Out Period”), the Note Holder shall have the right to sell the lessor of (i) five (5%) percent of the previous day’s traded volume of the Company’s Common Stock, or (ii) Five Thousand (5,000) shares of the Common Stock on a per daily basis.
On September 1, 2017, the Company entered into and closed an Asset Purchase Agreement with a third party, RWJ Advanced Marketing, LLC (“RWJ”), a Georgia corporation, pursuant to which the Company purchased certain assets from RWJ, including inventory, terminals, licenses and permits and intangible assets. At closing, the Company and Mr. Greg Bauer entered into an Employment Agreement pursuant to which Mr. Bauer was retained as Chief Executive Officer for a term of one year, subject to an automatic extension, unless terminated, in consideration of a base salary of $250,000 and a bonus of 10% of net profit generated by the assets acquired. Mr. Bauer was also appointed to the Board of Directors to effect, in its sole discretion, a reverse stock split of the ~~Company. As~~Common Stock in a ratio of up to 1-for-500 (the “Reverse Stock Split”), and authorized the ~~closing date, Mr. Murray resigned as Chief Executive Officer~~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. On October 12, 2023, the Company ~~but will remain as a director~~amended its Articles of the Company. Mr. Bauer, since 2004 through present, has served as executive director with W.L. Petrey Wholesale, Inc. where he was in charge of the UGO/Preway operations. Mr. Bauer holds a Bachelor of Science degree from University of Maryland College Park. Mr. Bauer is veteran of the United States Navy and was honorably discharged in 1983. He held the title of United States Navy Surface Warfare Qualified.
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The Company and Guardian Patch, LLC, which assisted structuring and negotiating the Purchase Agreement and related asset purchase, entered into a Consulting Agreement dated September 1, 2017. In consideration for the services, the Company issued Guardian 2,000,000 shares of common stock and warrantsIncorporation to purchase 9,000,000 shares of common stock. The warrants contain identical terms to the RJW Warrants. If and when the assets acquired under the Purchase Agreement generate revenues of $10,000,000, the Company shall issue Guardian an additional 3,000,000 shares of common stock. The consulting agreement was effective August 1, 2017 and terminates November 30, 2017. Guardian, pursuant toincrease its existing joint venture agreement, agreed to provide the $400,000 in funding needed for the cash purchase price under the Purchase Agreement. Guardian also agreed to provide the needed $100,000 working capital designated to UGopherServices Corp. The parties have agreed to negotiate and finalize the terms of such loans in the near future.
In order to facilitate the transition of the Company, the Company and Michael Murray have agreed to enter into an employment agreement in which Mr. Murray will serve as Executive Vice President in charge of business development. As consideration, the Company issued a warrant to acquire 4,000,000authorized shares of common stock to ~~Mr. Murray.~~30,000,000,000 (the “Increase Amendment”). The ~~warrants contain identical terms to~~Increase Amendment was approved by the ~~RJW Warrants.~~
~~Note 11 - Contingencies~~
~~Legal Proceedings~~
~~From time to time,~~Board of Directors as well as the ~~Company may be involved~~shareholders holding in ~~various litigation matters, which arise in~~excess of a majority of the ~~ordinary course of business. There is currently no litigation that management believes will have a material impact on the financial position~~issued and outstanding voting shares of the Company.
~~On August 26, 2015,~~ With the Company finalized a consulting agreement that it entered into on August 11, 2015 with Michael Korsunsky (“Consultant”) pursuant to which Consultant was engaged by the Company to (i) provide introductions to strategic business alliances, (ii) advise on exposure and risk in the operation of smart phone applications and (iii) advise on market fluctuations within the different categoriesimplementation of the ~~smart phone application delivery services sector, in consideration~~Increase Amendment, the Company’s Board of 100,000 restricted shares of common stock of the Company, which shares were issued on or around August 26, 2015. On or around November 17, 2016, the Company filed a complaint against Consultant in Superior Court of the State of California, County of Riverside, for Breach of Contract and Breach of Implied Covenant of Good Faith and Fair Dealing. The Consultant been served, surrender his certificate but to date has not filed a defense. This case has been dismissed.
On June 10, 2016, the Company entered into a consulting agreement with Waterford Group LLC (“Waterford”) pursuant to which the Company engaged Waterford to provide sales and marketing consulting and advisory services to the Company in consideration of 100,000 shares of restricted common stock of the Company (the “Shares”) and a common stock purchase warrant (the “Warrant”) to acquire 750,000 shares of restricted common stock of the Company at an exercise price of $2.25 per share for a period of five (5) years. 50,000 of the Shares were issued to Waterford upon the execution of the Agreement. The Warrant vests on a quarterly basis in eight (8) equal quarterly installments each in the amount of 93,750 shares each quarter during the term of the Agreement. The first quarterly installment vested upon the execution of the Agreement and covers Q2 2016 and each subsequent quarterly installment vests each quarter thereafter. The warrant has been recorded as adjusting equity during this quarter. The Company believes that this agreement is in default, as the counterparty failed to perform or provide any services under the agreement. As such, the Company put Waterford on notice in writing during in the third fiscal quarter,Directors decided that the ~~Company did not issue shares or warrants during the third or fourth fiscal quarters, and does not intend to issue those items as it believes that Waterford is in default under its agreement.~~
On or around January 23, 2017, the Company filed a complaint against Waterford and the Company’s Transfer Agent, in Superior Court of the State of California, County of Riverside. On February 1, 2017, the Company obtained a temporary restraining order that prohibits Waterford from (x) lifting the restricted legend from the 50,000 shares that it received in connection with signing the Agreement; (y) selling the 50,000 shares to another party; and, (z) from exercising the warrant on 93,750 shares that was issued and vested upon the execution of the Agreement. As ordered by the court, on February 9, 2017, the Company deposited a Corporate Surety Bond in the amount of $42,875 to secure the temporary restraining order. The Company agreed with Waterford to go to binding arbitration, which is currently being scheduled.
On or around February 27, 2017, the Company was issued a stay of the temporary restraining order barring its transfer agent from providing shares in connection with the exercise of the first Waterford warrant on 93,750 shares that was provided to Waterford in connection with the execution of the engagement letter that was executed by the parties on or around June 10, 2016.
On or around April 10, 2017, the Company was billed by its transfer agent (“TA”) for approximately $11,500 for legal fees (“TA Charges”) in connection with a lawsuit brought by one of the Company’s shareholders against the TA. The CompanyReverse Stock Split is not a named party in this litigation. The Company disputes the TA Charges, as the Company’s position is that the TA Charges are not covered under the indemnification section of the Company’s agreement with its TA. As the TA refused to provide further services, the Company paid the fees, and booked it as an expense in this quarter.
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Effective August 15, 2017, Reko Holdings, LLC (“Reko”) converted 6,000 shares of its Series D Preferred Stock into 6,000,000 restricted common shares. TA refuses to issue Reko said shares in lieu of litigation between TA and Reko in which the Company is not a named party. As such, the Company did not book the conversion, and is trying to mediate the issue between the TA and Reko.
~~SEC Matters~~
On July 29, 2016, the staff of the Atlanta Regional Office of the U.S. Securities and Exchange Commission (the “SEC” and the “Commission”) advised the Company in a telephone conversation, followed by a written “Wells” notice, that it is has made a preliminary determination to recommend that the Commission file an enforcement action against the Company alleging violations of Section 13(a) of the Securities and Exchange Act of 1934 and Rules 13a-11, 13a-13 and 12b-20 thereunder. A Wells Notice is neither a formal allegation of wrongdoing nor a finding that any violations of law have occurred. Rather, it provides the Company with an opportunity to respond to issues raised by the Commission and offer its perspective prior to any SEC decision to institute proceedings. These proceedings could result in the Company being subject to an injunction and cease and desist order from further violations of the securities laws as well as monetary penalties of disgorgement, pre-judgment interest and a civil penalty. On September 20, 2016, the Company filed an amended and restated 10-Q for the period ended June 30, 2014. In February 2017, the SEC advised that it concluded its investigation and that it does not intend to recommend an enforcement action by the SEC against the Company.
~~Reserved Shares~~
~~In connection with the derivative notes, the Company has reserved with its transfer agent common shares for each note held by the holders.~~
~~Note 12 - Subsequent Events~~
~~Management has evaluated events that occurred subsequent to the end of the reporting period shown herein:~~
On October 2, 2017, the Company entered into a Securities Purchase Agreement with Power Up Lending Group Ltd., an accredited investor (“Power Up”) pursuant to which the Company issued to Power Up a Convertible Promissory Note (the “Power Note”) in the aggregate principal amount of $80,000. The Power Note has a maturity date of July 10, 2018needed and the Company has agreed to pay interest on the unpaid principal balance of the Power Note at the rate of ten percent (10%) per annum from the date on which the Power 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 Power Note, provided it makes a payment to Power Up as set forth in the Power Note. The transactions described above closed on October 4, 2017.
~~The outstanding principal amount of the Power Note isconvertibleat any time and from time to time at the election of Power Up during the period beginning on the date that is 180 days following the Issue Date into shares ofthe Company’scommon stockat a conversion price~~equal to 61% of the lowest trading price with a 15 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 Power Note), the Power Note shall become immediately due and payable and the Company shall pay to Power Up, in full satisfaction of its obligations hereunder, additional amounts as set forth in the Power Note.
~~In no event shall Power Up be allowed to effect a conversion if~~will not pursue such ~~conversion, along with all other shares of Company common stock beneficially owned by Power Up and its affiliates would exceed 4.9% of the outstanding shares of the common stock of the Company.~~
On June 9, 2017, the Company entered into a Securities Purchase Agreement (“CROWN SPA”) with Crown Bridge Partners, LLC (“CBP”), providing for the purchase of two Convertible Redeemable Notes in the aggregate principal amount of $100,000 (the “CBP Notes”), with the first note being in the amount of $50,000 (“CBP First Note”) and the second note being in the amount of $50,000 (“CBP Back End Note”), each with an 8% original issue discount. CBP First Note was funded, with the Company receiving $42,500, net of the 10% original issue discount and legal fees. With respect to CBP Back End Note, also with a 10% original issue discount, CBP issued a note to the Company in the amount of $50,000 to offset CBP Back End Note, secured by CBP Back End Note (“Secured Note”). On October 23, 2017, Guardian Patch, LLC purchased the CBP First Note from CBP. Further, on October 23, 2017, the Company and CBP entered into a Rescission Agreement whereby the CBP Back End Note and the Secured Note were cancelled and rescinded.
21
On October 26, 2017, the Company entered into a Securities Purchase Agreement with Labrys Fund, LP, an accredited investor (“Labrys”) pursuant to which the Company issued to Labrys a Convertible Promissory Note (the “Labrys Note”) in the aggregate principal amount of $110,000. The Labrys Note has a maturity date of July 26, 2018 and the Company has agreed to pay interest on the unpaid principal balance of the Labrys Note at the rate of ten percent (10%) per annum from the date on which the Labrys 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 Labrys Note, provided it makes a payment to Labrys at a premium as set forth in the Labrys Note. The transactions described above closed on October 26, 2017.
~~The outstanding principal amount of the Labrys Note is convertible at any time and from time to time at the election of Labrys into shares ofthe Company’scommon stockat a conversion price~~equal to 57% 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 Labrys Note), the Labrys Note shall become immediately due and payable and the Company shall pay to Labrys, in full satisfaction of its obligations hereunder, additional amounts as set forth in the Labrys Note.
In no event shall Labrys be allowed to effect a conversion if such conversion, along with all other shares of Company common stock beneficially owned by Labrys and its affiliates would exceed 4.9% of the outstanding shares of the common stock of the Company.Reverse Stock Split.

22

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

The following discussion should be read in conjunction with our consolidated financial ~~statements~~statements(“CFS”) 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 Quarterly Report on Form 10-Q 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 for the year ended December 31, 2022, the unaudited ~~financials. The audited~~ statements of operations for the ~~fiscal quarters~~nine months ended September 30, ~~2017~~2023 and ~~2016~~2022 are compared in the sections below.

General Overview

~~Gopher Protocol~~Organization and Line of Business
GBT Technologies Inc. (the “Company”, ~~“we”~~“GBT”, ~~“us”, “our”, “Gopher”, “Gopher Protocol”~~ or ~~“GOPH��~~“GTCH”) was incorporated on July 22, 2009 under the laws of the State of ~~Nevada~~Nevada. The Company is targeting growing markets such as development of Internet of Things (IoT) and ~~relocated its headquarters to Santa Monica, California in 2016. Gopher is a~~Artificial Intelligence (AI) enabled networking and tracking technologies, including wireless mesh network technology platform and fixed solutions, development ~~stage company that is creating innovative mobile microchip (ICs)~~of an intelligent human body vitals device, asset-tracking IoT, and ~~software technologies based on GopherInsight~~™ .wireless mesh networks. The Company derived revenues from (i) the provision of IT ~~services to Guardian Patch LLC, a related party (“Guardian LLC”). In~~consulting services; and (ii) from the ~~current quarter,~~licensing of its technology. (ii) from selling electronic products through e-commerce platforms (until the period June 30, 2023 as then this operation was terminated on July 1, 2023.)

On February 18, 2022 the Company, ~~derived and recognized revenues from its acquired assets.~~
~~GopherInsight~~™~~is a patented real time, heuristic (self-learning/artificial intelligence) based mobile technology. GopherInsight~~™chip technology, if successfully fully developed, will be able to be installed in mobile devices (smartphones, tablets, laptops, etc.) as well as stand-alone products. It is intended that GopherInsight™ ~~software applications will work in conjunction with GopherInsight~~™ microchips across mobile operating systems, providing computing power, advanced database management/sharing functionalities and more. The technology under development consists of a smart microchip, mobile application software and supporting software. The system contemplates the creation of a global network. Upon development, the Company believes that its microchip technologies may be installed within mobile devices or on SIM cards.
Oneffective March 29, 2016, the Company contributed all of its rights relating to its proprietary microchip that is within a sticky patch package (the “Patch”) to Guardian LLC in consideration of 50% of the profit generated by Guardian LLC and a commitment from Guardian LLC that it is responsible for investing all needed funds for the purpose of developing the Patch and related products to the Patch, as well as funding the working capital needs of the Company.
On or about August 10, 2017, the Company received certification for its Guardian Orb Tracker technology by Arrow Technologies, which the Company anticipates should boost the Company’s campaign’s visibility on Indiegogo. Indiegogo recently approved the Company’s crowdfunding campaign on that platform.
~~On September~~ 1, ~~2017, the Company~~2022 entered into ~~and closed an Asset Purchase~~a Revenue Sharing Agreement ~~(the “Purchase Agreement”~~(“RSA”) with ~~a third party, RWJ Advanced Marketing, LLC~~Mahaser LTD. (“~~RWJ”~~Mahaser”)~~, a Georgia corporation,~~ pursuant to which the Company ~~purchased certain assets from RWJ, including inventory, terminals, licenses and permits and intangible assets,~~shares revenues generated by Mahaser with respect to e-commerce sales through the online retail platform in ~~consideration~~the United States of ~~$400,000, an aggregate 5,000,000 shares of common stock of~~America. Effective July 1, 2023 the Company secured promissory note in the amount of $2,600,000, warrants to purchase 9,000,000 shares of common stock and the assumption of certain liabilities incurred by RWJ after the effective date as set forth in the RWJ Agreement.

~~Recent Developments~~terminated its RSA with Mahaser.

On ~~September 1, 2017,~~July 20, 2023, the Company through its wholly owned subsidiary, Greenwich International Holdings, a Costa Rica corporation (“Greenwich”), entered into an Amended and ~~closed an Asset Purchase Agreement~~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 ~~third party, RWJ Advanced Marketing, LLC, a Georgia corporation. The Company~~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 ~~into this Asset Purchase Agreement~~its first commercial transaction to ~~acquire terminals in approximately 15,000 locations by which the Company will deploy its technology. The operations consist primarily of~~date through the sale of phones and phone card products, including PINS for cell minutes, SIM cards for cell minutes, as well as gift cards. The Company incorporated a wholly-owned subsidiary, UGopherServices Corp., to operate the ~~acquired assets. On November 10, 2017, PayPal Holdings, Inc. (PYPL) announced~~Avant-AI! technology that TIO Networks (TIO), a subsidiary of PYPL, has suspended operations to protect TIO’s customers. TIO website was taken down without providing notice. . As such, no processing of pin sales and activation is possible through our network at this time do to their discontinuing services to all their downstream customer using this service.been developed by GBT Tokenize, based on the Technology Portfolio.

The unaudited condensed financial statements (“CFS”) are prepared by the Company, ~~is taking immediate action in putting together a plan~~pursuant to ~~bring back up our services with our customers.We are currently exploring some other available options to expedite getting services back up to minimalize revenue impact. We are working closely with~~the rules and regulations of the SEC. The information furnished herein reflects all adjustments, consisting only of ~~our partners to bring up our store database in a new system. We intend to will be utilize their terminal download solution,~~normal recurring adjustments, which will take some careful coordination, and our team will be working around the clock with them closely to archive this. We intend to enter into a definitive agreement within the next few days with this new provider of middleware software that will give us complete control over this software to prevent this type of vulnerability in the ~~future this software will also allow us~~opinion of management, are necessary to ~~bring to market more exciting products~~fairly state the Company’s financial position, the results of its operations, and ~~solution and will enhance our future value~~cash flows for the periods presented

Results of Operations:

Three Months Ended September 30, ~~2017~~2023 and ~~September 30, 2016~~2022

A comparison of the statements of operations for the three months ended September 30, ~~2017~~2023 and ~~2016~~2022 is as follows:

Three Months Ended September 30, Change
2017 2016 $ % Three Months Ended September 30 Change
2023 2022 $ %
Sales $ 4,471,626 $ 45,000 $ 4,426,626 9836.9 % $ — $ — $ — —
Consulting income – related party — 45,000 — —
Total sales — 45,000 (45,000 ) -100 %
Cost of goods sold 4,174,374 — 4,174,374 — — — —
Gross profit 297,252 45,000 252,252 560.6 % — 45,000 (45,000 ) -100 %

Operating expenses 5,937,176 727,172 5,210,004 716.5 % 317,419 571,998 (254,579 ) -45 %
Loss from operations (5,639,924 ) (682,172 ) (4,957,752 ) 726.8 % (317,419 ) (526,998 ) 209,579 -40 %
Other income (expense) (300,803 ) (4,800 ) (296,003 ) 6166.7 %
Loss before provision for income taxes (5,940,727 ) (686,972 ) (5,253,755 ) 764.8 %
Other income 283,435 2,299,075 2,015,640 ) -88 %
Income (Loss) before provision for income taxes (33,984 ) 1,772,077 (1,806,061 ) -102 %
Provision for income taxes — — — — — — —
Net loss $ (5,940,727 ) $ (686,972 ) $ (5,253,755 ) 764.8 %
Gain/(Loss) from discontinued operations (38,385 ) (1,613 ) (36,772 ) 2,280 %
Net Income (Loss) $ (72,369 ) $ 1,772,077 $ (1,842,833 ) -104 %

~~Sales for~~For the three months period ended September 30, ~~2017~~2023, our Company earned net revenues of $0. 100% sales were ~~$4,471,626 compared to $45,000 for the same period in 2016. The increase of $4,426,626 or 9,837% is a result of~~derived from E-commerce sales, ~~of $4,426,626 generated from the date of acquisition to September 30, 2017 from acquisition of assets from RWJ.~~
~~Our gross margins for the three months ended September 30, 2017 were 6.6% as compared to 100.0% for the same period in 2016. The decrease in due to the sales generated by the RWJ assets~~an operation that ~~have a much lower gross margin.~~was terminated on July 1, 2023.

Operating expenses for the three months ended September 30, ~~2017~~2023 were ~~$5,937,176~~$317,419, compared to ~~$727,172~~$571,998 for the same period in ~~2016.~~2022. The ~~increase~~decrease of ~~$5,210,004~~$254,579 or ~~716.5% is~~-44.51% was principally due to ~~including the operating cost for the newly acquired acquisition~~a decrease in general & administrative and ~~common stock valued at $740,000 and warrants valued at $4,782,297 being issued to consultants for services rendered during the three months ended September 30, 2017.~~professional expense.

Other ~~expense~~income (expense) for the three months ended September 30, ~~2017~~2023 was ~~$300,803, an increase~~$283,435, a decrease of ~~$296,003~~$2,015,640 or -87.67% from ~~$4,800~~$2,299,075 for the same period in ~~2016.~~2022. The ~~increase~~change is principally due to ~~net charges to earnings resulting~~an increase in the change in FV of derivative liability of $365,121,loss from ~~the issuance~~discontinued operations of ~~convertible notes with embedded conversion features that are accounted for as derivatives due to the variable conversion price.~~$38,385, decrease in interest expense of $156,497, decrease in debt discount of $29,927, and increase in other income of $66,353.

Net ~~loss~~income (loss) for the three months ended September 30, ~~2017~~2023 was ~~$5,940,727~~$72,369 compared to ~~$686,972~~$1,770,464 for the same period in ~~2016~~2022 due to the factors described ~~above.~~above and discontinued operations.

Nine Months Ended September 30, ~~2017~~2023 and ~~September 30, 2016~~2022

A comparison of the statements of operations for the nine months ended September 30, ~~2017~~2023 and ~~2016~~2022 is as follows:

Nine Months Ended September 30, Change
2017 2016 $ % Nine Months Ended September 30 Change
2023 2022 $ %
Sales $ 4,561,626 $ 120,000 $ 4,441,626 3701.4 % $ — $ — $ — —
Consulting income – related party — 90,000 — —
Total sales — 90,000 (90,000 ) (100 )%
Cost of goods sold 4,174,374 — 4,174,374 — — — —
Gross profit 387,252 120,000 267,252 222.7 % — 90,000 (90,000 ) (100 )%

Operating expenses 6,528,748 1,396,162 5,132,586 367.6 % 1,087,505 2,359,538 (1,272,033 ) (54 %)
Loss from operations (6,141,496 ) (1,276,162 ) (4,865,334 ) 381.2 % (1,087,505 ) (2,269,539 ) 1,182,034 (52 %)
Other income (expense) (1,374,798 ) (24,178 ) (1,350,620 ) 5586.2 %
Loss before provision for income taxes (7,516,294 ) (1,300,340 ) (6,215,954 ) 478.0 %
Other income (14,453,570 ) 4,490,528 (18,944,098 ) (422 )%
Income (Loss) before provision for income taxes (15,541,075 ) 2,220,989 (17,762,064 ) -(800 )%
Provision for income taxes — — — — — — —
Net loss $ (7,516,294 ) $ (1,300,340 ) $ (6,215,954 ) 478.0 %
Gain/(Loss) from discontinued operations (38,385 ) 34,576 (72,961 ) (211 )%
Net Income (Loss) $ (15,579,460 ) $ 2,255,565 $ (17,835,025 ) (791 )%

~~Sales for~~For the nine months period ended September 30, ~~2017~~2023, our Company earned net revenues of $0. 100% sales were ~~$4,561,626 compared to $120,000 for the same period in 2016. The increase of $4,441,626 or 3,701% is a result of~~derived from E-commerce sales, ~~of $4,426,626 generated from the date of acquisition to September 30, 2017 from acquisition of assets from RWJ.~~an operation that was terminated on July 1, 2023.

Our gross margins for the nine months ended September 30, 2017 were 8.5% as compared to 100.0% for the same period in 2016. The decrease in due to the sales generated by the RWJ assets that have a much lower gross margin.

Operating expenses for the nine months ended September 30, ~~2017~~2023 were ~~$6,528,748~~$1,087,505, compared to ~~$1,396,162~~$2,359,538 for the same period in ~~2016.~~2022. The ~~increase~~decrease of ~~$5,132,586~~$1,272,033 or ~~367.6% is~~53.91% was principally due to ~~including the operating cost for the newly acquired acquisition~~a decrease in marketing and ~~common stock valued at $766,500 and warrants valued at $4,782,297 being issued to consultants for services rendered during the nine months ended September 30, 2017.~~Professional expense.

Other ~~expense~~income (expense) for the nine months ended September 30, ~~2017~~2023 was ~~$1,374,798,~~($14,453,570), an increase of ~~$1,350,620~~$18,944,098 or 421.87% from ~~$24,178~~$4,490,528 for the same period in ~~2016.~~2022. The ~~increase~~change is principally due to ~~net charges to earnings resulting~~an increase in the change in FV of derivative liability of $12,663,365, increase in interest expense of $2,111,400, gain on debt extinguishment of $315,297, decrease in the amortization of debt discount of $298,348, increase in other income of $269,553, loss from discontinued operations of $38,385, and decrease in the ~~issuance~~change in FV of ~~convertible notes with embedded conversion features that are accounted for as derivatives due to the variable conversion price.~~marketable securities of $3,692.

Net ~~loss~~income (loss) for the nine months ended September 30, ~~2017~~2023 was ~~$7,516,294~~$15,579,460 compared to ~~$1,300,340~~$2,255,565 for the same period in ~~2016~~2022 due to the factors described ~~above.~~above and discontinued operations.

Liquidity and Capital Resources

Our cash was $26,670 and $5,096 at September 30, 2017 and December 31, 2016, respectively. Cash used in operating activities during the nine months ended September 30, 2017 was $215,405, compared to cash provided by operating activities of $25,882 during the same period in 2016. Certain items are not comparable between the periods, including shares issued for services and a warrant issued for services in 2017, and the change in fair market value of the derivative liability, financing costs and amortization of debt discount off three of which result from the convertible notes issued in 2017. Working capital worsened going from $757,377 at December 31, 2016 to $3,155,017 at September 30, 2017 principally a result of the derivative liability and an increase in accounts payable and accrued expenses offset by an increase in accounts receivable and inventory. Cash flows used in investing activities were $13,021 during the nine months ended September 30, 2017 compared to $0 for the same period in 2016. Going Concern
The increase is due to the purchase of property and equipment. Cash from financing activities for the nine months ended September 30, 2017 was $250,000 compared to $0 for the same period in 2016. The increase is due to the issuance of convertible notes in 2017. In 2017accompanying condensed consolidated financial statements have been prepared assuming that the Company ~~converted~~will continue as a payable to Guardian Patch LLC to a convertible note. This reclassification of the payable to a convertible note payable is a non-cash item; the note of $660,132, which includes accrued interest, was not funded by Guardian LLC during the period.

going concern. The Company ~~sustained net losses~~has an accumulated deficit of ~~$7,516,294 for the nine months ended September 30, 2017,~~$314,837,377 and ~~used cash in operations of $215,405. The Company had~~has a working capital deficit of ~~$3,330,596 and accumulated deficit~~$30,311,629 as of ~~$11,610,666 at~~ September 30, ~~2017. This~~2023, which raises substantial doubt about its ability to continue as a going concern.
The ~~Company~~Company’s ability to continue as a going concern is dependent upon its ability to generate ~~revenues~~profitable operations in the future and/or obtain the necessary financing to meet its obligations and repay its ~~ability~~liabilities arising from normal business operations when they come due. Management has plans to ~~continue receiving investment~~seek additional capital through some private placement offerings of debt and ~~loans from third parties to sustain its current level of operations. No assurance can be given that~~equity securities. These plans, if successful, will mitigate the ~~Company will be successful in these efforts. Per the Joint Venture agreement, Guardian LLC has committed to provide the Company with all its working capital needs.~~
In lieu of entering series of short terms notes with third parties, Guardian LLC entered into a lock-up and leakage agreement. Certain third parties defaulted on their commitment to the Company for funding. The Company entered a negotiation with Guardian LLC to replace these defaulted investors. There is no guarantee that the LLC will agree to continue and replaces said investors,factors which ~~raises~~raise substantial doubt about the Company’s ability to continue as a going concern. These consolidated financial statements 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.

~~We plan~~Our cash and cash equivalent were $592 and $13,058 at September 30, 2023 and December 31, 2022, respectively. Cash provided by (used in) operating activities during the period ended September 30, 2023 was $(72,498) compared to ~~raise~~$333,414 during the same period in 2022. The amount provided by operating activities for the period ended September 30 2023 was primarily related to a net loss from discontinued operations of $15,541,075 and offset by amortization of debt discount of $298,348, and change in FV of derivative liability of $12,663,365. Our working capital ~~that will allow us~~position changed by going from a working capital deficit of $18,522,046 at December 31, 2022 to ~~conduct our business~~a working capital deficit of $30,311,629 at September 30, 2023.
Cash flows used in investing activities were $0 during the period ended September 30, 2023, compared to $275,000 for the ~~next 12 months. There~~same period in 2022. The decrease is ~~no guarantee regarding our ability~~due to ~~raise that capital. We expect to use~~ the ~~proceeds to fund our short-term capital requirements including paying administrative expenses associated~~Stock Purchase Agreement with ~~maintaining our public company’s filings for the next 12 months. In order to implement our business plan~~Marko Radisic and pay various administrative expenses on a minimal basis for the next 12 months, we expect that we will need approximately $1,200,000, based on our expectation of monthly expenses of approximately $100,000. The Company expects that its operating results will fluctuate significantly from quarter to quarter in the future, and will depend on a number of factors including the state of the worldwide economy and financial markets, which are outside the Company’s control. Guardian Patch, LLC, the Company’s JV partner, has committed to support the Company’s working capital needs, by providing the Company short-terms loans. The Company may also pursue capital through the issuance of high-yield debt that will likely be convertible into equity, at either a fixed or a variable conversion rate. Our financing plansTouchpoint Group Holdings, Inc. and the ~~exact type of debt that we seek will largely be contingent on the results of our pre-sales campaign for our first consumer product. During 2017, the Company has been able to raise $250,000~~Intellectual Property License and Royalty Agreement with Touchpoint Group Holdings, Inc. from ~~the issuance of convertible notes.~~
~~Acquisition~~
On September 1, 2017, the Company entered into and closed an Asset Purchase Agreement (the “Purchase Agreement”) with a third party, RWJ Advanced Marketing, LLC (“RWJ”), a Georgia corporation, pursuant to which the Company purchased certain assets from RWJ, including inventory, terminals, licenses and permits and intangible assets, in consideration of $400,000, an aggregate 5,000,000 shares of common stock of the Company, secured promissory note in the amount of $2,600,000, warrants to purchase 9,000,000 shares of common stock and the assumption of certain liabilities incurred by RWJ after the effective date as set forth in the RWJ Agreement
The RWJ Warrants are exercisable for a period of five years at a fixed exercise price of $0.50 per share and non-dilutive anti-dilution protection. If, prior to the exercise of the RJW Warrants, the Company (i) declares, makes or issues, or fixes a record date for the determination of holders of common stock entitled to receive, a dividend or other distribution payable in shares of its capital stock, (ii) subdivides the outstanding shares, (iii) combines the outstanding shares (including a reverse stock split), (iv) issues any shares of its capital stock by reclassification of the shares, capital reorganization or otherwise (including any such reclassification or reorganization in connection with a consolidation or merger or and sale of all or substantially all of the Company’s assets to any person), then, notwithstanding any such action the exercise price, and the number and kind of shares receivable upon exercise, in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification shall remain fixed so that the holder of the RJW Warrants exercised after such time shall be entitled to receive the number and kind of shares which, if the RJW Warrants had been exercised immediately prior to such time, the holder would have owned upon such exercise and been entitled to receive.
~~The RWJ Note accrues interest at the rate of 3.5% interest per annum and is payable in full on December 31, 2019. The Company may prepay this note at any time without penalty.~~
~~The Company incorporated a wholly-owned subsidiary, UGopherServices Corp., to hold the acquired assets.~~
~~The Company entered into this Purchase Agreement to acquire terminals in approximately 15,000 locations by which the Company can deploy its technology.~~last year.

~~A summary~~Cash provided from financing activities for the period ended September 30, 2023 was $60,032, compared to $311,816 for the same period in 2022. The change was primarily due to a decrease in convertible notes of $92,150, the ~~purchase price~~repayment of notes payable of $61,071, and repayments to related party of $27,375, and a repayment of convertible note payable $35,822, and the ~~purchase price allocations at fair value is below. The purchase price allocation is a preliminary and subject~~issuance of notes payable of $92,150. Cash from financing activities for the period ended September 30, 2022, was due to change. The Company has not yet completed its analysis to determine the fair value of the assets acquired on the acquisition date. Once this analysis is complete, the Company will adjust, if necessary, the provisional amounts assigned to the assets purchasedan increase in ~~the accounting period in which the analysis is completed.~~
Purchase price
Cash (1) $ 400,000
5,000,000 shares of common stock (2) 1,850,000
Secured promissory note 2,600,000
9,000,000 warrants (3) 3,310,819

$ 8,160,819
Allocation of purchase price
Inventory $ 398,151
Property and equipment 210,200
Assumed liabilities (398,151 )
Goodwill 7,950,619
Purchase price $ 8,160,819
~~(1) – the $400,000 cash was paid by Guardian LLC.~~
~~(2) – the fair value of the~~proceeds from common stock ~~was calculated based on the closing market price~~ of ~~the Company’s common stock at the date~~$231,865 and proceeds from convertible notes of ~~acquisition.~~
~~(3) the fair value~~$300,000 and reduce by issuance of ~~the 9,000,000 warrants was determined using the Black-Scholes option pricing model with the following assumptions:~~
● ~~Expected life of 5.0 years~~
● ~~Volatility of 250%;~~
● ~~Dividend yield of 0%;~~
● ~~Risk free interest rate of 1.73%~~
~~Off-Balance Sheet Arrangements~~
~~The Company does not have any off-balance sheet arrangements that have or are reasonably likely~~note receivable of $190,000, and a repayment to ~~have a current or future effect on the Company’s financial condition, changes~~related party of $664,225, and an increase in ~~financial condition, revenues or expenses, results~~proceeds from related party 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.$634,176.

We ~~believe that~~sustained net loss of $15,579,460 for the ~~accounting policies described below are critical to understanding our business, results~~nine months ended September 30, 2023. In addition, we had a working capital deficit of ~~operations,~~$30,311,629 and ~~financial condition because they involve significant judgments and estimates used in the preparation~~accumulated deficit 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~~$314,837,377 at September 30, 2023.

The accompanying financial statements include the accounts of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
~~Accounts Receivable~~
The Company grants credit to establishments (such as convenient stores) who sell the Company’s products under credit terms that it believes are customary in the industry and does not require collateral to support customer receivables. The Company currently does not provide an allowance for doubtful collections, which is based upon a review of outstanding receivables, historical collection information, and existing economic conditions. Normal receivable terms vary from 7-30 days after the issuance of the invoice and typically would be considered past due when the term expires. Delinquent receivables are written off based on individual credit evaluation and specific circumstances of the customer.
~~Inventory~~
Inventory is valued at the lower of the inventory’s cost (first in, first out basis) or the current market price of the inventory. Management compares the cost of inventory with its market value and an allowance is made to write down inventory to market value, if lower. At September 30, 2017, all of the Company’s inventory was finished goods inventory which consisted principally of phones and phone card products, including PINS for cell minutes, SIM cards for cell minutes, as well as gift cards.
~~Revenue Recognition~~
The Company recognized revenue on arrangements in accordance with FASB Codification Topic 605, “Revenue Recognition” (“ASC Topic 605”). Under ASC Topic 605, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured. The Company recognizes revenue from the sale of phones and phone products at the time of sale to the customer. The Company recognizes revenue from IT-related services at the time the services are performed.
~~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 fair value and is then re-valued at each reporting date, with changes in the fair value 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 September 30, 2017, 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 Measurements~~
~~The Company applies the provisions of ASC 820-10,~~~~“Fair Value Measurements and Disclosures.”~~ ASC 820-10 defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. 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, 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 are unobservable and significant to the fair value measurement.~~
For certain financial instruments, the carrying amounts reported in the balance sheets for cash and current liabilities, including convertible notes payable, each qualify as financial instruments and are a reasonable estimate of their fair values 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 fair values were determined by using the Black-Scholes-Merton pricing model based on various assumptions. The Company’s derivative liabilities are adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in results of operations as adjustments to fair value of derivatives.
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 3. 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 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including Mansour Khatib, who serves as our Chief Executive Officer and ~~Chief~~Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended. Based upon that evaluation, our Chief Executive Officer and ~~Chief~~Principal Financial Officer ~~have~~has concluded that our disclosure controls and procedures were not effective as of the end of the applicable period to ensure that the information required to be disclosed by the Company in reports that it files or submits under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and (ii) is accumulated and communicated to our management, including our Chief Executive Officer, ~~and Chief Financial Officer,~~ as appropriate to allow timely decisions regarding required disclosures.

As a smaller reporting company, ~~without~~with revenues stemming from recent acquisitions and a ~~viable business and revenues,~~lack of profitability, the Company does not have the resources to install a dedicated staff with deep expertise in all facets of SEC disclosure and GAAP ~~compliance.~~compliance, and does not employ enough accounting staff to have proper separation of duties. As is the case with many smaller reporting companies, the Company will continue to consult with its external auditors and attorneys as it relates to new accounting principles and changes to SEC disclosure requirements. In order to correct this material weakness, the Company engaged a consultant with expertise in SEC disclosure and GAAP compliance. The Company ~~has~~ found that this approach worked well in the past and believes it to be the most ~~cost effective~~cost-effective solution available for the foreseeable future. The Company will conduct a review of existing sign-off and review procedures as well as document control protocols for critical accounting spreadsheets. The Company will also increase management’s review of key financial documents and records.

As a smaller reporting company, the Company does not have the resources to fund sufficient staff to ensure a complete segregation of responsibilities within the accounting function. However, Company management does review, and will increase the review of, financial statements on a monthly basis, and the Company’s external auditor conducts reviews on a quarterly basis. These actions, in addition to the improvements identified above, will minimize any risk of a potential material misstatement occurring.

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal controls over financial reporting during the quarter ended ~~September~~June 30, ~~2017,~~2023, that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

MANAGEMENT’S INTERIM 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, internal control over financial 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 internal control over financial reporting as of September 30, 2023. Based on this assessment, management believes that as of September 30, 2023, our internal control over financial reporting is not effective based on those criteria.
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.
PART II - OTHER INFORMATION

ITEM 1. 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 only:
On ~~August 26, 2015,~~or around January 30, 2019, RWJ Advanced Marketing, LLC, Greg Bauer, and Warren Jackson sued the Company ~~finalized~~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 ~~consulting agreement~~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 ~~it entered~~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 ~~August 11, 2015 with Michael Korsunsky (“Consultant”) pursuant to~~“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 ~~Consultant~~ was ~~engaged~~later continued by the ~~Company~~Court to ~~(i) provide introductions~~September 28, 2022. It was the Company’s intention to ~~strategic business alliances, (ii) advise on exposure and risk~~dividend its holdings of its wholly owned subsidiary Ugopher services Corp. (“UGO”). As UGO is the main dispute in the ~~operation~~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 ~~smart phone applications~~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 ~~(iii) advise on market fluctuations within~~plaintiff may file a new first amendment complaint that will name only the ~~different categories of the smart phone application delivery services sector, in consideration of 100,000 restricted shares of common stock~~Company. As such, all third parties other than prior transfer agent of the Company ~~which shares were issued on or around August 26, 2015.~~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 ~~or around~~ November ~~17, 2016,~~12, 2020 the Company filed a complaint in the United States District Court – District of Nevada - Case 2:20-cv-02078 against ~~Consultant~~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 ~~Riverside, for Breach~~Los Angeles, Central District (Case Nos. 19STCV03320 and 20STCV32709), and in the United States District Court of ~~Contract~~the Central District of California (Case No. 2:20-cv-09399-RGK-AGR) with prejudice. The parties agreed and ~~Breach~~stipulated to release all funds currently being held in a blocked account of ~~Implied Covenant~~$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 ~~Good Faith~~all settlement agreements the Company issued a request to SURG regarding release of certain escrow funds and ~~Fair Dealing. The Consultant been served, surrender his certificate but to date has not filed a defense. This case has been dismissed.~~the execution of an assignment of rights as contemplated in the aforereferenced agreement.

On ~~June 10, 2016,~~December 3, 2018, the Company entered into a ~~consulting agreement~~Securities Purchase Agreement (the “SPA”) with ~~Waterford Group~~Discover Growth Fund, LLC ~~(“Waterford”~~(the “Investor”) pursuant to which the Company ~~engaged Waterford to provide sales~~issued a Senior Secured Redeemable Convertible Debenture (the “Debenture”) of $8,340,000. In connection with the issuance of the Debenture and ~~marketing consulting and advisory services~~pursuant to the terms of the SPA, the Company ~~in consideration of 100,000~~issued a Common Stock Purchase Warrant to acquire up to 225,000 shares of ~~restricted~~ common stock for a term of ~~the Company (the “Shares”) and a common stock purchase warrant~~three years (the “Warrant”) ~~to acquire 750,000 shares of restricted common stock of the Company~~on a cash-only basis at an exercise price of ~~$2.25~~$100 per share ~~for a period of five (5) years.~~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 ~~Shares were issued~~Warrants to ~~Waterford~~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 ~~execution~~occurrence of each Triggering Event – the current conversion price is 75% of the ~~Agreement.~~Market Price less $5.00). The ~~Warrant vests on~~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 ~~quarterly basis~~“Notice of Default and Notice of Sale of Collateral” (the “Notice”). On December 23, 2019, in ~~eight (8) equal quarterly installments each~~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 ~~amount of 93,750 shares each quarter during the term~~U.S. District Court of the ~~Agreement. The first quarterly installment vested upon~~Virgin Islands (Case No: 3 :20-cv-00012-CVG-RM) (the “Virgin Island Court”). On February 27, 2020, the ~~execution~~Nevada Court denied the Company’s motion to confirm the Final Award and motion to consolidate and further decided that the confirmation of the ~~Agreement~~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, ~~covers Q2 2016~~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 ~~each subsequent quarterly installment vests each quarter thereafter. The warrant has been recorded~~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 ~~adjusting equity during this quarter.~~noticed. The Company ~~believes that~~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 ~~agreement is in default, as the counterparty failed to perform or provide any services under the agreement. As such, the Company put Waterford~~report. Based on Discover notice in writing ~~during in~~of selling all the ~~third fiscal quarter, that~~Company’s assets, the Company ~~did not issue shares or warrants during the third or fourth fiscal quarters, and does not~~ intend to ~~issue those items as it believes~~invoice Discover for that ~~Waterford is in default under its agreement.~~sale and offset the settlement amount at the end of the year.
Relate to 2023:

On or ~~around January 23, 2017,~~about July 9, 2021 the Company filed a ~~complaint~~lawsuit in District Court in Clack County Nevada – Department 19 (Case number A-21-837631-C) against ~~Waterford~~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 ~~Company’s Transfer Agent, in Superior Court~~return of 240,000 shares issued, return of the State of California, County of Riverside. On February 1, 2017, the Company obtained a temporary restraining order that prohibits Waterford from (x) lifting the restricted legend from the 50,000 shares that it received in connection with signing the Agreement; (y) selling the 50,000 shares to another party; and, (z) from exercising the warrant on 93,750 shares that was issued and vested upon the execution$5,000 payments, recission of the ~~Agreement.~~consulting agreement, and attorney’s fees and costs. As ~~ordered by the court, on February 9, 2016, the Company deposited~~Terry Taylor and TTSG Holdings failed to appear to a ~~Corporate Surety Bond in the amount~~notice of ~~$42,875 to secure the temporary restraining order. The Company agreed with Waterford to go to binding arbitration, which is currently being scheduled.~~
On or around February 27, 2017, the Company was issued a stay of the temporary restraining order barring its transfer agent from providing shares in connection with the exercise of the first Waterford warrant on 93,750 shares that was provided to Waterford in connection with the execution of the engagement letter that was executed by the parties on or around June 10, 2016.
~~SEC Matters~~
On July 29, 2016, the staff of the Atlanta Regional Office of the U.S. Securities and Exchange Commission (the “SEC” and the “Commission”) advised the Company in a telephone conversation, followed by a written “Wells” notice, that it is has made a preliminary determination to recommend that the Commission file an enforcement action against the Company alleging violations of Section 13(a) of the Securities and Exchange Act of 1934 and Rules 13a-11, 13a-13 and 12b-20 thereunder. A Wells Notice is neither a formal allegation of wrongdoing nor a finding that any violations of law have occurred. Rather, it provides the Company with an opportunity to respond to issues raised by the Commission and offer its perspective prior to any SEC decision to institute proceedings. These proceedings could result in the Company being subject to an injunction and cease and desist order from further violations of the securities laws as well as monetary penalties of disgorgement, pre-judgment interest and a civil penalty. On September 20, 2016,deposition, the Company filed ~~an amended~~for a summary judgment. On January 20, 2023 the court issued a $708,821 writ of execution against Terry Taylor and restated 10-Q for the period ended June 30, 2014. In February 2017, the SEC advised that it concluded its investigation and that it does not intend to recommend an enforcement action by the SEC against the Company.
~~Reserved Shares~~
~~In connection with the derivative notes,~~TTSG. As of filing date, the Company has ~~reserved with its transfer agent common shares for each note held~~not collected any amount issued by the ~~holders.~~Court from Terry Taylor and TTSG.

Item 1A. Risk Factors.

As a ~~smaller reporting company,~~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 ~~information~~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.
Since then, other measures have been imposed in other countries and major cities in the USA, including Las Vegas, 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 entire country, 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 ~~this item.~~US GAAP. As such, the Company incurred a net loss of $15,579,460 for the period ended September 30, 2023 and net loss of $5,680,068 for the year ended December 31, 2022. 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, 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 had a stockholders’ deficit of $30,667,655 and an accumulated deficit of $314,837,377 at September 30, 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 to maintain operations through the year of 2023/4. In order to fully implement our business plan, we will need to raise about $10,000,000 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.

WE DEPEND UPON KEY PERSONNEL AND NEED ADDITIONAL PERSONNEL
Our success depends on our inability to attract and retain key personnel including our existing personal, 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 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 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 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 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 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 8,653,695,062 shares of our Common Stock outstanding as of the date of this Report, approximately 766,217,939 are restricted and 7,887,477,123 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 2. Unregistered Sales of Equity Securities and Use of Proceeds.
On June 9, 2017, the Company entered into a Securities Purchase Agreement (“CROWN SPA”) with Crown Bridge Partners, LLC (“CBP”), providing for the purchase of two Convertible Redeemable Notes in the aggregate principal amount of $100,000 (the “CBP Notes”), with the first note being in the amount of $50,000 (“CBP First Note”) and the second note being in the amount of $50,000 (“CBP Back End Note” and with the CBP First Note, the “CBP Notes”), each with a 8% original issue discount. CBP First Note was funded, with the Company receiving $42,500, net of the 10% original issue discount and legal fees. With respect to CBP Back End Note, also with a 10% original issue discount, CBP issued a note to the Company in the amount of $50,000 to offset CBP Back End Note, secured by CBP Back End Note (“Secured Note”). The funding of CBP Back End Note is subject to certain conditions as described in CBP Back End Note. CBP is required to pay the principal amount of the Secured Note in cash and in full prior to executing any conversions under CBP Back End Note. The CBP Notes may be converted by CBP at any time into shares of Company’s common stock calculated at the time of conversion, except for CBP Back End Note, which requires full payment of the Secured Note by CBP before conversions may be made, at a conversion price equal to 55% of the average of the three lowest trading prices of the Common Stock as reported on the National Quotations Bureau OTC Markets which the Company’s shares are traded or any exchange upon which the Common Stock may be traded in the future (“Exchange”), for the twenty (20) prior trading days including the day upon which a Notice of Conversion is received by the Company. In the event the Company experiences a DTC “Chill” on its shares or the market price is below $0.25, the conversion price shall be decreased to 45%. If the Company fails to maintain its status as “DTC Eligible” for any reason, or, if the Variable Conversion Price is equal to or lower than $0.01, then an additional fifteen percent (15%) discount shall be factored into the Variable Conversion Price until the CBP Notes are no longer outstanding. In no event shall the CBP be allowed to effect a conversion if such conversion, along with all other shares of Company common stock beneficially owned by CBP and its affiliates would exceed 4.9% of the outstanding shares of the common stock of the Company. The CBP Notes bear an interest rate of 8%, and are due and payable one year from issuance. Interest shall be paid by the Company in Common Stock (“Interest Shares”). Holder may, at any time, send in a Notice of Conversion to the Company for Interest Shares. The dollar amount converted into Interest Shares shall be all or a portion of the accrued interest calculated on the unpaid principal balance of this Note to the date of such notice. The Secured Note bears interest at the rate of 8% per annum is payable no later than May 8, 2018, unless the Company does not meet the “current information requirements” required under Rule 144 of the Securities Act, in which case CBP may declare the CBP Back End Note to be in Default (as defined in that note) and cross cancel its payment obligations under the Secured Note as well as the Company’s payment obligations under CBP Back End Note. During the first six months, the CBP Notes is in effect, the Company may redeem the CBP Notes by paying to an amount equal to 135% of the face amount plus any accrued interest during the first 90 days after issuance and 150% of the face amount plus any accrued interest from day 91 through day 180 after issuance. The CBP Notes may not be prepaid after the six-month anniversary. The CROWN SPA and CBP Notes contain certain representations, warranties, covenants and events of default. In the event of default, at the option of CBP and in CBP’s sole discretion, CBP may consider the Notes immediately due and payable. Until the CBP Notes are paid off or converted, CBP will hold a right of first refusal on any financing.
On June 8, 2017, the Company entered into a Securities Purchase Agreement with Eagle Equities, LLC, an accredited investor (“Eagle Equities”), pursuant to which the Company issued Eagle Equities two convertible notes. The first note, due June 8, 2018 in the principal amount of $50,000 (“Eagle Equities Note 1”), was issued in exchange for $50,000 in cash. The second note, due June 8, 2018 in the principal amount of $50,000 (“Eagle Equities Note 2” and, together with Eagle Equities Note 1, the “Eagle Equities Notes”), was issued in exchange for a full-recourse, collateralized promissory note from Eagle Equities in the amount of $50,000 (“Eagle Equities Payment Note”). The Eagle Equities Payment Note is due on February 8, 2018, unless we do not meet the current public information requirement pursuant to Rule 144, in which case both Eagle Equities Note 2 and the Eagle Equities Payment Note may be cancelled. The Eagle Equities Payment Note is secured by the Eagle Equities Note 1.
Interest on the Eagle Equities Notes accrues at the rate of 8% per annum. We are not required to make any payments on the Eagle Notes until maturity. We have the right to repay the Eagle Notes at any time during the first six months of the notes at a rate of 130% of the unpaid principal amount during the first 90 days, 135% of the unpaid principal amount between days 91 and 120, and 140% of the unpaid principal amount between days 121 and 180. The Eagle Notes may not be prepaid after the 180^th day. Eagle Equities may convert the outstanding principal on the Eagle Notes into shares of our common stock at the conversion price per share equal to 55% of the lowest daily closing bid with a 20 day look back immediately preceding and including the date of conversion.~~In the event the Company experiences a DTC “Chill” on its shares, the conversion price shall be decreased to 45% instead of 55% while that “Chill” is in effect~~. In no event shall Eagle Equities be allowed to effect a conversion if such conversion, along with all other shares of Company common stock beneficially owned by Eagle Equities and its affiliates would exceed 4.9% of the outstanding shares of the common stock of the Company.

On June 8, 2017, the Company closed a financing with JSJ Investments Inc. (“JSJ”), whereby the Company issued a Convertible Promissory Note dated June 7, 2017 in the aggregate principal amount of $50,000 (the “JSJ Note”). The JSJ Note has been funded, with the Company receiving net proceeds of $45,000 (net of original issue discount). The JSJ Note bears an interest rate of 12%, which is payable in the Company’s common stock (“Interest Shares”) based on the Conversion Formula (as defined below), and is due and payable before or on March 7, 2018. The JSJ Note may be converted by JSJ at any time into shares of Company’s common stock at a price equal a 45% discount to the lowest trading prices of the Company’s common stock as reported on the OTCQB for the 20 prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. The Company may pay the JSJ Note in full, together with any and all accrued and unpaid interest, plus any applicable pre-payment premium at any time on or prior to the date which occurs 180 days after the issuance date hereof (the “Prepayment Date”). Until the 90th day after the issuance date the Company may pay the principal at a cash redemption premium of 135%, in addition to outstanding interest, without the Holder’s consent. From the 91^st day though day 120, the amount to be repaid is 140% and from day 121 through the Prepayment Date, the amount to be repaid is 150%. In no event shall JSJ be allowed to effect a conversion if such conversion, along with all other shares of Company common stock beneficially owned by JSJ and its affiliates would exceed 4.9% of the outstanding shares of the common stock of the Company. The notes are a long-term debt obligation that is material to the Company. The notes may be prepaid in accordance with the terms set forth therein.
On June 29, 2017, the Company closed a financing with JSJ Investments Inc. (“JSJ”), whereby the Company issued a Convertible Promissory Note dated June 29, 2017 in the aggregate principal amount of $50,000 (the “JSJ Note”). The JSJ Note has been funded, with the Company receiving net proceeds of $45,000 (net of original issue discount). The JSJ Note bears an interest rate of 8%, which is payable in the Company’s common stock (“Interest Shares”) based on the Conversion Formula (as defined below), and is due and payable before or on March 29, 2018. The JSJ Note may be converted by JSJ at any time into shares of Company’s common stock at a price equal a 45% discount to the lowest trading prices of the Company’s common stock as reported on the OTCQB for the 20 prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. The Company may pay the JSJ Note in full, together with any and all accrued and unpaid interest, plus any applicable pre-payment premium at any time on or prior to the date which occurs 180 days after the issuance date hereof (the “Prepayment Date”). Until the 90th day after the issuance date the Company may pay the principal at a cash redemption premium of 135%, in addition to outstanding interest, without the Holder’s consent. From the 91^st day though day 120, the amount to be repaid is 140% and from day 121 through the Prepayment Date, the amount to be repaid is 150%. In no event shall JSJ be allowed to effect a conversion if such conversion, along with all other shares of Company common stock beneficially owned by JSJ and its affiliates would exceed 4.9% of the outstanding shares of the common stock of the Company. The JSJ Note is a long-term debt obligation that is material to the Company.
On September 13, 2017, the Company entered into a Securities Purchase Agreement with Eagle Equities, LLC, an accredited investor (“Eagle Equities”), pursuant to which the Company issued Eagle Equities two convertible notes. The first note, due September 18, 2018 in the principal amount of $50,000 (“Eagle Equities Note 1”), was issued in exchange for $50,000 in cash. The second note, due September 13, 2018 in the principal amount of $50,000 (“Eagle Equities Note 2” and, together with Eagle Equities Note 1, the “Eagle Equities Notes”), was issued in exchange for a full-recourse, collateralized promissory note from Eagle Equities in the amount of $45,000 (“Eagle Equities Payment Note”). The Eagle Equities Payment Note is due on May 13, 2018, unless the Company does not meet the current public information requirement pursuant to Rule 144, in which case both Eagle Equities Note 2 and the Eagle Equities Payment Note may be cancelled. The Eagle Equities Payment Note is secured by the Eagle Equities Note 1. The above financing closed on September 20, 2017. Interest on the Eagle Equities Notes accrues at the rate of 8% per annum. The Company is not required to make any payments on the Eagle Notes until maturity. The Company has the right to repay the Eagle Notes at any time during the first six months of the notes at a rate of 130% of the unpaid principal amount during the first 90 days, 135% of the unpaid principal amount between days 91 and 120, and 140% of the unpaid principal amount between days 121 and 180. The Eagle Notes may not be prepaid after the 180^thday. Eagle Equities may convert the outstanding principal on the Eagle Notes into shares of the Company’s common stock at the conversion price per share equal to 55% of the lowest daily closing bid with a 20 day look back immediately preceding and including the date of conversion. In the event the Company experiences a DTC “Chill” on its shares, the conversion price shall be decreased to 45% instead of 55% while that “Chill” is in effect. In no event shall Eagle Equities be allowed to effect a conversion if such conversion, along with all other shares of Company common stock beneficially owned by Eagle Equities and its affiliates would exceed 4.9% of the outstanding shares of the common stock of the Company.

On October 2, 2017, the Company entered into a Securities Purchase Agreement with Power Up Lending Group Ltd., an accredited investor (“Power Up”) pursuant to which the Company issued to Power Up a Convertible Promissory Note (the “Power Note”) in the aggregate principal amount of $80,000. The Power Note has a maturity date of July 10, 2018 and the Company has agreed to pay interest on the unpaid principal balance of the Power Note at the rate of ten percent (10%) per annum from the date on which the Power 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 Power Note, provided it makes a payment to Power Up as set forth in the Power Note. The transactions described above closed on October 4, 2017. The outstanding principal amount of the Power Note is~~convertibleat any time and from time to time at the election of Power Up during the period beginning on the date that is 180 days following the Issue Date into shares ofthe Company’scommon stockat a conversion price~~equal to 61% of the lowest trading price with a 15 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 Power Note), the Power Note shall become immediately due and payable and the Company shall pay to Power Up, in full satisfaction of its obligations hereunder, additional amounts as set forth in the Power Note. In no event shall Power Up be allowed to effect a conversion if such conversion, along with all other shares of Company common stock beneficially owned by Power Up and its affiliates would exceed 4.9% of the outstanding shares of the common stock of the Company.
On October 2, 2017, the Company entered into a Securities Purchase Agreement with Labrys Fund, LP, an accredited investor (“Labrys”) pursuant to which the Company issued to Labrys a Convertible Promissory Note (the “Labrys Note”) in the aggregate principal amount of $110,000. The Labrys Note has a maturity date of July 26, 2018 and the Company has agreed to pay interest on the unpaid principal balance of the Labrys Note at the rate of ten percent (10%) per annum from the date on which the Labrys 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 Labrys Note, provided it makes a payment to Labrys at a premium as set forth in the Labrys Note. The transactions described above closed on October 26, 2017. The outstanding principal amount of the Labrys Note is~~convertibleat any time and from time to time at the election of Labrys into shares ofthe Company’scommon stockat a conversion price~~equal to 57% 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 Labrys Note), the Labrys Note shall become immediately due and payable and the Company shall pay to Labrys, in full satisfaction of its obligations hereunder, additional amounts as set forth in the Labrys Note. In no event shall Labrys be allowed to effect a conversion if such conversion, along with all other shares of Company common stock beneficially owned by Labrys and its affiliates would exceed 4.9% of the outstanding shares of the common stock of the Company.

During the ~~nine months~~period ended September 30, ~~2017,~~2023, the Company had the following transactions in its common stock:

● Of 5,268,101,622 Shares issued ~~3,350,000 shares to, the PTPI note holder upon~~for the conversion of ~~$25,215~~convertible notes of ~~their convertible note;~~$1,347,709 and accrued interest of $52,211; and

● Of 100,000,000 Shares issued ~~an aggregate of 2,025,000 shares~~ to ~~two consultants~~Pacific Capital Markets LLC for ~~services rendered valued at $766,500.~~certain for service agreement between Pacific Capital Markets LLC. and the Company. The value of the ~~common stock~~shares of $80,000 was determined based on the ~~closing stock price~~FV of the Company’s common ~~stock on the date of grant; and~~stock.

● issued 5,000,000 shares for the acquisition of the RWJ assets valued at $1,850,000. The value of the common stock was determined based on the closing stock price of the Company’s common stock on the acquisition date.

The issuance of the securities set forth herein were made in reliance on the exemption provided by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”) for the offer and sale of securities not involving a public offering, and/or Regulation D promulgated under the Securities Act. The Company’s reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only one recipient; (c) there were no subsequent or contemporaneous public offerings of the securities by the Company; (d) the securities were not broken down into smaller denominations; (e) the negotiations for the issuance of the securities took place directly between the individual and the Company; and (f) the recipient of the note was an accredited investor.
Item 3. Defaults Upon Senior Securities

On ~~January 22, 2015,~~December 3, 2018, the Company entered into ~~an Exchange~~a Securities Purchase Agreement (the “SPA”) with ~~Stanley Hills, the original holder~~Discover Growth Fund, LLC (the ~~“Holder”~~“Investor”) ~~of the PTPI Note~~ pursuant to which ~~PTPI Note exchanged $75,273~~the Company issued a Senior Secured Redeemable Convertible Debenture (the “Debenture”) in ~~debt~~the aggregate face value 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 $100.00 per share with respect to 50,000 Warrant Shares, $75.00 with respect to 75,000 Warrant Shares and $50.00 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 $5.00 (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 in the amount 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.

Item 4. Mine Safety Disclosures
Not Applicable.
Item 5. Other Information
On April 17, 2023, Bannix Acquisition Corp. (“Bannix”), EVIE Autonomous Group Ltd. (“EVIE”) and EVIE’s shareholders entered into a ~~10% Convertible Debenture~~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 ~~principal amount~~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. 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 ~~$75,273 (the “Note”). The PTPI Note matured January 21, 2017 (the “Maturity Date”) and interest associated~~Designation to be filed with the ~~Note I Note is 10% per annum, which is payable on~~Secretary of State of the ~~Maturity~~State of prior to the Closing Date. The ~~PTPI Note~~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 ~~Company, at~~VWAP during the ~~option~~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 ~~Note I, at~~liquidation. The Series A Preferred Stock will have a ~~fixed conversion price of $0.00752734. The Holder has agreed to restrict its ability to convert~~4.99% beneficial ownership limitation.
Series A Preferred Stock and the ~~PTPI Note and receive~~ 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 ~~that~~date, (ii) a Change in Control, or (iii) written consent of Purchaser (the “Seller Lockup Period”)
On October 12, 2023, the ~~number~~Company amended its articles of incorporation to increase its authorized shares of common stock ~~held~~to 30,000,000,000 (the “Increase Amendment”). The Increase Amendment was approved by itthe board of directors as well as the shareholders holding in ~~the aggregate and its affiliates after such conversion or exercise does not exceed 4.99%~~excess of a majority of the ~~then~~ issued and outstanding voting shares of common stock. In addition, on March 2, 2015, the Company and the Holder amended that certain 10% Convertible Debenture (the “PTPI Note I Debenture”) which debt underlying the PTPI Note I Debenture was initially incurred on October 6, 2009 and exchanged for the Note I Debenture on January 19, 2014. The parties agreed that the conversion price in the PTPI Note I Debenture would not be impacted by the 1:1,000 stock split implemented by the Company on February 24, 2015 and will remain $0.0075273. The Company is under default per the terms of the PTPI Note, as at maturity in January 2017, the Company did not have sufficient free cash to pay off the note. The Company is in negotiations with the Holder in good faith to resolve the situation. The Company cannot predict the result of such negotiations. The current note balance is $30,393, which includes $14,870 of accrued interest. The balance at that time was $53,852, which included accrued interest of $13,112, and was net of debt discount.

~~Item 4. Mine Safety Disclosures~~
~~Not Applicable.~~
~~Item 5. Other Information~~
On September 25, 2017, Erik Klinger resigned as Chief Financial Officer of the Company. The Board has appointed Gregory Bauer, the Company’s Chief Executive Officer and its Chief Financial Officer, effective September 25, 2017.
~~On October 24, 2017 (the “Termination Date”), the Company terminated Anton & Chia, LLP (the “Former Auditor”) as the independent registered public accounting firm~~ of the Company.

Other than an explanatory paragraph included in the Former Auditor’s audit report for the Company’s fiscal years ended December 31, 2016 and 2015 relating to the uncertainty of the Company’s ability to continue as a going concern, the audit reports of the Former Auditor on the Company’s financial statements for the fiscal years ended December 31, 2016 and 2015 did not contain an adverse opinion or disclaimer of opinion, and such reports were not qualified or modified as to uncertainty, audit scope, or accounting principle.
During the years ended December 31, 2016 and 2015 and through the date of this Current Report on Form 8-K, the Company has not had any disagreements with the Former Auditor on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the Former Auditor’s satisfaction, would have caused them to make reference thereto in their reports on the Company’s financial statements for such years.
~~During the years ended December 31, 2016 and 2015 and through the date of this Current Report on Form 8-K, there were no reportable events, as defined in Item 304(a)(1)(v) of Regulation S-K.~~
The Company has requested that our Former Auditor furnish us with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. A copy of this letter is attached hereto to this amendment to the Form 8-K as Exhibit 16.1.
~~New independent registered public accounting firm~~
On October 24, 2017 (the “Engagement Date”), the Company engaged BF Borgers CPA PC (“New Auditor”) as its independent registered public accounting firm for the Company’s fiscal year ended December 31, 2017. The decision to engage the New Auditor as the Company’s independent registered public accounting firm was approved by the Company’s Board of Directors.
~~During the two most recent fiscal years and through the Engagement Date, the Company has not consulted with the New Auditor regarding either:~~
1.           application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report was provided to the Company nor oral advice was provided that the New Auditor concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or

2.            any matter that was either the subject of a disagreement (as defined in Regulation S-K, Item 304(a)(1)(iv) and the related instructions) or reportable event (as defined in Regulation S-K, Item 304(a)(1)(v)).
ITEM 6. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Exhibit
No. Description
~~3.1~~No. Description
3.1 Certificate of Incorporation of Forex International Trading Corp. ~~(6)~~(1)
3.2 Bylaws of Forex International Trading Corp. ~~(6)~~(1)
3.3 Certificate of Designation for Series A Preferred Stock ~~(14)~~(2)
3.4 Certificate of Designation for Series B Preferred Stock ~~(21)~~(3)
3.5 Certificate of Designation – Series C Preferred Stock ~~(22)~~(4)
3.6 Amendment to the Certificate of Designation for the Series B Preferred Stock ~~(25)~~(5)
3.7 Amendment to the Certificate of Designation for the Series C Preferred ~~Stock(25)~~Stock(5)
3.8 Certificate of Change filed pursuant to NRS 78.209 ~~(31)~~(6)
3.9 Articles of Merger filed pursuant to NRS 92.A.200 ~~(31)~~(6)
3.10 Certificate of Amendment to the Articles of Incorporation of Gopher Protocol Inc. ~~(34)~~(8)
~~4.1~~3.11 ~~Convertible Promissory Note issued by the Company to ATL~~Certificate of Change dated July ~~8, 2010 (3)~~10, 2019 (23)
~~4.2~~3.12 ~~Secured and Collateralized Promissory Note issued by ATL to the Company dated July 8, 2010 (3)~~
~~4.3~~ ~~Collateral and Security Agreement~~Articles of Merger by and between ~~Forex International Trading Group~~Gopher Protocol Inc. and ~~ATL~~GBT Technologies Inc. dated July ~~7, 2010 (3)~~10, 2019(23)
~~4.4~~3.13 ~~Promissory Note issued~~Certificate of Correction to ~~Rasel Ltd. Dated October 6, 2009(7)~~the Certificate of Change (24)
~~4.5~~3.14 ~~Promissory Note issued~~Certificate of Correction to ~~Rasel Ltd. Dated October 20, 2009 (7)~~
~~4.6~~ ~~Letter Agreement between Rasel Ltd. and Forex International Trading Corp. dated January 22, 2011 (8)~~
~~4.7~~ ~~Letter Agreement~~the Articles of Merger by and between ~~Forex International Trading Group~~Gopher Protocol Inc. and ~~ATL~~GBT Technologies Inc. dated ~~November 8, 2010(9)~~July 10, 2019 (24)
~~4.8~~3.15 ~~6% Convertible Note issued~~Certificate of Amendment to ~~APH (11)~~the Articles of Incorporation of GBT Technologies Inc. dated September 23, 2019(26)
~~4.9~~3.16 ~~6% Convertible Debenture issued to HAM dated April 5, 2011 (14)~~Certificate of Designation for Series B Preferred Stock (7)
~~4.10~~3.17 ~~Promissory Note dated November 30, 2011 issued to Cordellia dioxo. in~~Certificate of Designation of the ~~amount~~Preferences, Rights and Limitations of ~~$1,000,000 (18)~~the Series G Convertible Preferred Stock (15)
~~4.11~~3.18 ~~$500,000 Convertible Promissory Note issued by Forex International Trading Corp. (23)~~
~~4.12~~ ~~$400,000 Secured and Collateralized Promissory Note issued by Vulcan Oil & Gas Inc. (23)~~
~~4.13~~ ~~Securities Purchase Agreement dated July 24, 2013 entered with Asher Enterprise Inc. (26)~~
~~4.14~~ ~~Convertible Promissory Note issued to Asher Enterprises Inc. (26)~~
~~4.15~~ ~~10% Convertible Debenture issued to GV Global Communications Inc. (30)~~
~~4.16~~ ~~Amendment to 10% Convertible Promissory Debenture held by GV Global Communications, Inc. (32)~~
~~4.17~~ Series DH Convertible Preferred Stock Certificate of Designation ~~(32)~~(21)
~~4.18~~4.1 ~~Common Stock Purchase Warrant (40)~~
~~4.19~~ ~~6% Convertible Promissory Note issued by the Company to Guardian Patch LLC dated May 23, 2017 (41)~~
~~4.20~~ ~~Securities Purchase Agreement entered with Crown Bridge Partners, LLC dated June 9, 2017 (42)~~
~~4.21~~ ~~Convertible Promissory Note dated June 9, 2017 issued to Crown Bridge Partners LLC (42)~~
~~4.22~~ ~~Convertible Promissory Note Back End Note dated June 9, 2017 issued to Crown Bridge Partners LLC (42)~~
~~4.23~~ ~~Collateralized Secured Promissory Note Back End Note dated June 9, 2017 issued to Crown Bridge Partners LLC (42)~~
~~4.24~~ ~~Securities Purchase Agreement entered with Eagle Equities, LLC dated June 9, 2017 (42)~~
~~4.25~~ ~~Convertible Promissory Note issued to Eagle Equities, LLC dated June 9, 2017 (42)~~
~~4.26~~ ~~Convertible Promissory Note issued to Eagle Equities, LLC dated June 9, 2017 (Back End Note) (42)~~
~~4.27~~ ~~Form of Collateralized Secured Promissory Note dated June 9, 2017 issued by Eagle Equities, LLC (42)~~
~~4.28~~ ~~Convertible Promissory Note dated June 7, 2017 issued to JSJ Investments Inc. (42)~~
~~4.29~~ ~~Convertible Promissory Note dated June 29, 2017 issued to JSJ Investments Inc. (44)~~
~~4.30~~ Form of Warrant issued to Robert Warren Jackson, Gregory Bauer, Michael Murray and Guardian Patch, LLC dated September 1, 2017 ~~(45)~~(14)
~~4.31~~4.2 Balloon Note payable by Gopher Protocol Inc. to RWJ Advanced Marketing, LLC dated September 1, 2017 ~~(45)~~(14)
~~4.32~~4.3 ~~Securities Purchase Agreement entered with Eagle Equities,~~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 ~~September 13, 2017 (46)~~March 1, 2018 (16)
~~4.33~~4.5 ~~Convertible Promissory Note~~Stock Option issued to ~~Eagle Equities, LLC~~Kevin Pickard dated ~~September 13, 2017(46)~~April 16, 2018 (17)

~~4.34~~4.6 ~~Convertible Promissory Note~~Stock Option issued to ~~Eagle Equities, LLC~~Muhammad Khilji dated ~~September 13, 2017 (Back End Note) (46)~~April 25, 2018 (18)
~~4.35~~4.7 ~~Form of Collateralized Secured Promissory~~6% Convertible Note payable to Pablo Gonzalez dated ~~September 13, 2017 issued by Eagle Equities, LLC(46)~~June 17, 2019 (21)
~~4.36~~4.8 ~~Securities~~Convertible Note payable to Glen Eagles Acquisition LP (22)
4.9 Amendment to Common Stock Purchase ~~Agreement dated October 2, 2017~~Warrant between Gopher Protocol Inc. and ~~Power Up Lending Group Ltd. (47)~~Glen Eagles Acquisition LP (22)
~~4.37~~4.10 Second Amendment to Promissory Note between GBT Technologies Inc. and Ilaid Research and Trading LP dated July 20, 2020 (29)
4.11 Convertible Promissory Note August 4, 2020 issued to Redstart Holdings Corp. (30)
4.12 Fourth Amendment to Promissory Note between GBT Technologies Inc. and Iliad Research and Trading, L.P. dated May 14, 2020 – Executed May 19, 2021(31)
4.13 Convertible Promissory Note May 26, 2021 issued to Redstart Holdings Corp. – Executed on May 27, 2021 (32)
4.14 Fifth Amendment to Promissory Note between GBT Technologies Inc. and Iliad Research and Trading LP dated August 19, 2021 executed August 20, 2021 (33)
4.15 Convertible Promissory Note September 21, 2021 issued to Redstart Holdings Corp. – Executed on September 24, 2021, and Funded on September 28, 2021 (34)
4.16 Amended Loan Authorization and Agreement between GBT Technologies Inc. and U.S. Small Business Administration dated October 1, 2021 (35)
4.17 Convertible Promissory Note dated ~~October 2, 2017~~November 8, 2021 issued to ~~Power Up~~Sixth Street Lending ~~Group Ltd. (47)~~LLC (36)

~~4.38~~4.18 Description of Securities ~~Purchase Agreement entered with Labrys Fund, LP dated October 26, 2017 (49)~~(40)
~~4.39~~4.19 Convertible Promissory Note dated May 4, 2022 issued to ~~Labrys Fund, LP dated October 26, 2017 (49)~~1800 Diagonal Lending LLC (42)
~~4.40~~10.1 ~~Rescission Agreement entered between Gopher Protocol Inc. and Crown Bridge Partners, LLC dated October 23, 2017 (49)~~
~~10.1~~ ~~Software Licensing Agreement dated April 12, 2010, by and between Forex International Trading Corp and Triple (1)~~
~~10.2~~ ~~Employment Agreement dated April 23, 2010, by and between Forex International Trading Corp and Darren Dunckel (2)~~
~~10.3~~ ~~Letter Agreement by and between Forex International Trading Corp. and Anita Atlas, dated July 29, 2010 (4)~~
~~10.4~~ ~~Letter Agreement by and between Forex International Trading Corp. and Stewart Reich, dated July 29, 2010 (4)~~
~~10.5~~ ~~Letter Agreement by and between Forex International Trading Corp. and Mr. William Glass, dated August 6, 2010 (5)~~
~~10.6~~ ~~Share Exchange Agreement by and between Forex International Trading Corp. and APH (10)~~
~~10.7~~ ~~Letter Agreement by and between Forex International Trading Corp., APH, Medirad Inc. and Rasel Ltd. (11)~~
~~10.8~~ ~~Letter Amendment by and between Forex International Trading Corp. and William Glass, dated March 4, 2011 (13)~~
~~10.9~~ ~~Letter Amendment by and between Forex International Trading Corp. and Stewart Reich, dated March 4, 2011 (13)~~
~~10.10~~ ~~Employment Agreement by and between Forex International Trading Corp. and Liat Franco, dated March 7, 2011 (13)~~
~~10.11~~ ~~Agreement between Forex International Trading Corp. and APH dated April 5, 2011 (14)~~
~~10.12~~ ~~Conversion Agreement between MP and Forex International Trading Corp. dated April 5, 2011 (14)~~
~~10.13~~ ~~Share Exchange Agreement between Forex International Trading Corp. and dated April 5, 2011 (14)~~
~~10.14~~ Agreement to Unwind and Mutual Release dated as of July 11, 2011 by and between Forex International Trading Corp., Forex NYC and Wheatley Investment Agreement by and between Forex International Trading Corp. and Centurion Private Equity, LLC dated June 27, 2011 (16)
~~10.15~~ ~~Registration Rights Agreement with Centurion by and between Forex International Trading Corp. and Centurion Private Equity, LLC dated June 27, 2011 (16)~~
~~10.16~~ ~~Intentionally Left Blank~~
~~10.17~~ ~~Settlement Agreement by and between Forex International Trading Corp., A.T. Limited, Watford Holding Inc. and James Bay Holdings, Inc. dated November 1, 2011 (17)~~
~~10.18~~ ~~Settlement and Foreclosure Agreement between Forex International Trading Corp., AP Holdings Limited, H.A.M Group Limited and Cordellia d.o.o.(18)~~
~~10.19~~ ~~Annulment of Share Purchase Agreement dated December 5, 2011 between Triple 8 Limited, AP Holdings Limited, H.A.M Group Limited and 888 Markets (Jersey) Limited (18)~~
~~10.20~~ ~~Promissory Note issued to Forex International Trading Corp. dated December 13, 2011 (19)~~
~~10.21~~ ~~Stock Pledge Agreement executed by Fortune Market Media Inc. dated December 13, 2011 (19)~~
~~10.22~~ ~~Conversion Agreement between the Company and GV Global Communications, Inc. (22)~~
~~10.23~~ ~~Agreement by and between and Direct JV Investments Inc., Forex International Trading Corporation and Vulcan Oil & Gas Inc. dated January 7, 2013 (23)~~
~~10.24~~ ~~Evaluation License Agreement dated September 2, 2013, by and between Forex International Trading Corp and Micrologic Design Automation, Inc. (27)~~
~~10.25~~ ~~Letter Agreement dated January 2, 2014, by and between Forex International Trading Corp and Micrologic Design Automation, Inc. (28)~~
~~10.26~~ ~~Settlement Agreement by and between Forex International Trading Corp. and Leova Dobris dated November 14, 2014 (29)~~
~~10.27~~ ~~Exchange Agreement by and between Forex International Trading Corp. and Vladimir Kirish dated January 22, 2015 (30)~~
~~10.28~~ ~~Exchange Agreement by and between Forex International Trading Corp. and GV Global Communications Inc. dated January 22, 2015 (30)~~
~~10.29~~ ~~Agreement by and between Forex International Trading Corp. and Fleming PLLC dated January 22, 2015 (30)~~
~~10.30~~ Territorial License Agreement dated March 4, 2015, by and between Gopher Protocol Inc. and Hermes Roll LLC ~~(32)~~(7)
~~10.31~~10.2 Amended and Restated Territorial License Agreement dated June 16, 2015 by and between Gopher Protocol Inc. and Hermes Roll LLC ~~(35)~~(9)
~~10.32~~10.3 Letter Agreement dated August 20, 2015 by and between Gopher Protocol Inc. and Dr. Danny Rittman ~~(36)~~(10)
~~10.33~~10.4 ~~Consulting Agreement dated August 11, 2015, by and between Gopher Protocol Inc. and Michael Korsunsky (37)~~
~~10.34~~ Letter Agreement dated March 14, 2016 by and between Gopher Protocol Inc. and Dr. Danny Rittman. ~~(38)~~(11)
~~10.35~~10.5 Amended and Restated Employment Agreement by and between Gopher Protocol Inc. and Dr. Danny Rittman dated April 19, 2016 ~~(39)~~(12)

~~10.36~~10.6 ~~Consulting Agreement dated September 10, 2016, by and between Gopher Protocol Inc. and Waterford Group LLC (40)~~
~~10.37~~ ~~Conversion Agreement between the Company and Guardian Patch LLC dated May 23, 2017 (41)~~
~~10.38~~ ~~Lock-Up and Leak-Out Agreement between the Company and Guardian Patch LLC dated June 26, 2017 (43)~~
~~10.39~~ ~~Lock-Up and Leak-Out Agreement between the Company and Stanley Hills LLC dated June 29, 2017 (43)~~
~~10.40~~ Letter Agreement between the Company and Danny Rittman dated June 29, 2017 ~~(43)~~(13)
~~10.41~~10.7 Asset Purchase Agreement between Gopher Protocol Inc. and RWJ Advanced Marketing, LLC dated September 1, 2017 ~~(45)~~(14)
~~10.42~~10.8 Addendum to Asset Purchase Agreement between Gopher Protocol Inc. and RWJ Advanced Marketing, LLC dated September 1, 2017 ~~(45)~~(14)
~~10.43~~10.9 Employment Agreement between Gopher Protocol Inc. and Gregory Bauer dated September 1, 2017 ~~(45)~~(14)
~~10.44~~10.10 ~~Consulting~~Asset Purchase Agreement between Gopher Protocol Inc. and ~~Guardian Patch,~~ECS Prepaid LLC dated ~~September~~March 1, ~~2017 (45)~~2018 (16)
~~16.1~~10.11 ~~Letter from Alan R. Swift, CPA, P.A. (33)~~Employment Agreement between Gopher Protocol Inc. and Derron Winfrey dated March 1, 2018(16)
~~16.2~~10.12 ~~Letter from Anton & Chia, LLP (48)~~Employment Agreement between Gopher Protocol Inc. and Mark Garner dated March 1, 2018(16)
~~21.1~~10.13 ~~List of Subsidiaries (24)~~Agreement between Gopher Protocol Inc. and Mobiquity Technologies, Inc. dated September 4, 2018 (19)
~~31.1~~10.14 Exclusive Intellectual Property License and Royalty Agreement between Gopher Protocol Inc. and GBT Technologies, S.A. dated September 14, 2018 (20)
10.15 Letter Agreement between Gopher Protocol Inc. and Dr. Danny Rittman dated September 14, 2018 (20)
10.16 Exchange Agreement entered into between Gopher Protocol Inc., Altcorp Trading LLC, GBT Technologies, S.A., a Costa Rica company and Pablo Gonzalez dated June 17, 2019 (21)
10.17 Consulting Agreement entered into between Gopher Protocol Inc. and Glen Eagles Acquisition LP (22)
10.18 Letter Agreement between Mobiquity Technologies, Inc. and GBT Technologies Inc. executed August 2, 2019 Delivered August 6, 2019 (39)
10.19 Stock Purchase Agreement between Mobiquity Technologies, Inc. and GBT Technologies Inc. Dated September 10, 2019 (25)
10.20 Stock Purchase Agreement between Marital Trust GST Subject U/W/O Leopold Salkind and GBT Technologies Inc. dated September 10, 2019 (25)
10.21 Letter Agreement between GBT Technologies Inc. and Stanley Hills LLC dated February 26, 2020 (27)
10.22 Amendment to Promissory Note between GBT Technologies Inc. and Iliad Research and Trading, L.P. dated February 27, 2020 (27)
10.23 Order dated February 27, 2020 issued by the United States District Court District of Nevada (27)
10.24 Joint Venture and Territorial License Agreement by and between GBT Technologies Inc. and Tokenize-It S.A. dated March 6, 2020 (28)
10.25 Consulting Agreement by and between Pablo Gonzalez and GBT Tokenize Corp. dated March 6, 2020 (28)
10.26 Pledge Agreement by and between GBT Tokenize Corp. and Tokenize-It S.A., dated March 6, 2020 (28)
10.27 Securities Purchase Agreement dated August 4, 2020 between GBT Technologies Inc. and Redstart Holdings Corp. (30)
10.28 Securities Purchase Agreement dated November 8, 2021 between GBT Technologies Inc. and Sixth Street Lending LLC (36)
10.29 Equity Financing Agreement between GBT Technologies Inc. and GHS Investments LLC dated December 17, 2021 (37)
10.30 Registration Rights Agreement between GBT Technologies Inc. and GHS Investments LLC dated December 17, 2021 (37)
10.31 Resolution of Purchase, Mutual Release and Settlement Agreement by and among GBT Technologies Inc. and Parties Listed Therein December 22, 2021(38)
10.33 Form of Claim Purchase Agreement dated April 12, 2022 (41)
10.34 Finders Fee Agreement between JH Darbie & Co. and GBT Technologies Inc. dated October 14, 2021 (39)

10.35 Master Joint Venture and Territorial License Agreement by and between GBT Technologies Inc. and Magic International Argentina FC SL (41)
10.36 Pledge Agreement by and between GBT Tokenize Corp and Magic International Argentina FC SL (41)
10.37 Securities Purchase Agreement dated May 4, 2022 between GBT Technologies Inc. and 1800 Diagnol Lending LLC (42)
31.1 Certification of Chief Executive Officer (Principal Executive and ~~Chief~~ Financial ~~Officer~~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~~2002.
~~31.2~~32.1
~~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~~2002.
~~99.1~~(1) ~~Guardian - Global Tracking Technology (42)~~
~~(1)~~ ~~Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on April 20, 2010~~
~~(2)~~ ~~Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on April 28, 2010~~
~~(3)~~ ~~Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on July 13, 2010~~
~~(4)~~ ~~Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on August 3, 2010~~
~~(5)~~ ~~Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on August 9, 2010~~
~~(6)~~ Incorporated by reference to the Form S-1 Registration Statement filed with the SEC on September 9, 2009.
~~(7)~~(2) ~~Incorporated by reference to the Form S-1 Registration Statement filed with the SEC on November 2, 2009.~~
~~(8)~~ ~~Incorporated by reference to the Form S-1 Registration Statement filed with the SEC on January 29, 2010.~~
~~(9)~~ ~~Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on December 22, 2010~~
~~(10)~~ ~~Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on November 17, 2010~~
~~(11)~~ ~~Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on January 3, 2011~~
~~(12)~~ ~~Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on February 2, 2011~~
~~(13)~~ ~~Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on March 9, 2011~~
~~(14)~~ Incorporated by reference to the Form 10-K Annual Report filed with the Securities and Exchange Commission on April 6, 2011
~~(15)~~(3) ~~Incorporated by reference to the Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on May 20, 2011~~
~~(16)~~ ~~Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on June 29, 2011~~
~~(17)~~ ~~Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on November 9, 2011~~
~~(18)~~ ~~Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on December 12, 2011~~
~~(19)~~ ~~Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on December 16, 2011~~
~~(20)~~ ~~Incorporated by referenced to the Form 10-K Annual Report filed with the Securities and Exchange Commission on April 13, 2012~~

~~(21)~~ Incorporated by reference to the Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on May 14, 2012
~~(22)~~(4) Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on September 27, 2012.
~~(23)~~(5) ~~Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on January 9, 2013.~~
~~(24)~~ ~~Incorporated by reference to the Form 10-K Annual Report filed with the Securities and Exchange Commission on April 15, 2013.~~
~~(25)~~ Incorporated by reference to the Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on November 20, 2012.
~~(26)~~(6) ~~Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on August 1, 2013.~~
~~(27)~~ ~~Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on September 4, 2013.~~
~~(28)~~ ~~Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on January 3, 2014.~~
~~(29)~~ ~~Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on November 20, 2014~~
~~(30)~~ ~~Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on January 27, 2015~~
~~(31)~~ Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on February 18, 2015
~~(32)~~(7) Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on March 12, 2015
~~(33)~~(8) ~~Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on April 24, 2015~~
~~(34)~~ Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on May 1, 2015
~~(35)~~(9) Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on June 16, 2015
~~(36)~~(10) Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on August 21, 2015
~~(37)~~(11) ~~Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on August 28, 2015~~
~~(38)~~ Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on April 20, 2016
~~(39)~~(12) Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on April 20, 2016
~~(40)~~(13) Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on September ~~13, 2016~~30, 2017
~~(41)~~(14) ~~Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on May 9, 2017~~
~~(42)~~ ~~Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on May 26, 2017~~
~~(43)~~ ~~Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on June 30, 2017~~
~~(44)~~ ~~Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on July 7, 2017~~
~~(45)~~ Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on September 7, 2017
~~(46)~~(15) Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on January 3, 2018
(16) Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on March 21, 2018
(17) Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on April 18, 2018
(18) Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on April 26, 2018.
(19) Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on September ~~22, 2017~~9, 2018.
~~(47)~~(20) Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on September 18, 2018.
(21) Incorporated by reference to the Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on June 19, 2019.
(22) Incorporated by reference to the Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on July 12, 2019.

(23) Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on July 15, 2019.
(24) Incorporated by reference to the Form -8-K Current Report filed with the Securities and Exchange Commission on August 5, 2019.
(39) Incorporated by reference to the Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on August 7, 2019.
(25) Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on September 16, 2019.
(26) Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on September 25, 2019.
(27) Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on March 2, 2020.
(28) Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on March 11, 2020.
(29) Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on July 24, 2020.
(30) Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on August 10, 2020.
(31) Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on May 21, 2021.
(32) Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on June 1, 2021.
(33) Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on August 23, 2021.
(34) Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on September 29, 2021.
(35) Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on October ~~10, 2017~~6, 2021.
~~(48)~~(36) Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on ~~October 27, 2017~~November 11, 2021
~~(49)~~(37) Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on ~~October 30, 2017~~December 20, 2021
(38) Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on December 28, 2021
(39) Incorporated by reference to the Form S-1 Registration Statement filed with the Securities and Exchange Commission on January 12, 2022
(40) Incorporated by reference to the Form 10-K Annual Report filed with the Securities and Exchange Commission on March 25, 2022
(41) Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on April 18, 2022
(42) Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on May 10, 2022

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

~~GOPHER PROTOCOL~~GBT TECHNOLOGIES INC.
(Registrant)

Date: November 20, ~~2017~~2023 By: /s/ ~~Gregory Bauer~~Mansour Khatib
~~Gregory Bauer~~Mansour Khatib
~~President,~~ Chief Executive Officer ~~Secretary, Treasurer and Director~~
(Principal Executive, Financial and Accounting Officer)

65
39


	Three Months Ended						Nine Months Ended
	September 30,			September 30,			September 30,			September 30,
	2017			2016			2017			2016
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)

Sales	$	4,471,626		$	45,000		$	4,561,626		$	120,000

Cost of goods sold		4,174,374			—			4,174,374			—

Gross profit		297,252			45,000			387,252			120,000

Operating expenses:
General and administrative expenses		1,850,055			727,172			2,323,713			1,214,145
Marketing expenses		36,302			—			154,216			182,017
Acquisition costs		4,050,819			—			4,050,819			—
Total operating expenses		5,937,176			727,172			6,528,748			1,396,162

Loss from operations		(5,639,924	)		(682,172	)		(6,141,496	)		(1,276,162	)

Other income (expense):
Amortization of debt discount		(171,110	)		17,651			(221,323	)		—
Change in fair value of derivative liability		51,151			—			547,188			—
Interest expense and financing costs		(180,844	)		(22,451	)		(1,700,663	)		(24,178	)
Total other income (expense)		(300,803	)		(4,800	)		(1,374,798	)		(24,178	)

Loss before income taxes		(5,940,727	)		(686,972	)		(7,516,294	)		(1,300,340	)

Income tax expense		—			—			—			—

Net loss	$	(5,940,727	)	$	(686,972	)	$	(7,516,294	)	$	(1,300,340	)


Weighted average common shares outstanding:
Basic and diluted		47,382,329			25,695,452			43,901,965			16,284,454

Net loss per share:
Basic and diluted	$	(0.13	)	$	(0.03	)	$	(0.17	)	$	(0.08	)

	Fair Value		Fair Value Measurements at
	As of		September 30, 2017
Description	September 30, 2017		Using Fair Value Hierarchy
			Level 1		Level 2		Level 3
Derivative liability	$	2,167,990	$	—	$	2,167,990	$	—

Total	$	2,167,990	$	—	$	2,167,990	$	—

Schedule of fair value, assets and liabilities measured on recurring basis
Description	Fair Value As of September 30, 2023		Fair Value Measurements at September 30, 2023 Using Fair Value Hierarchy
			Level 1		Level 2		Level 3
Conversion feature on convertible notes	$	13,484,634	$	—	$	13,484,634	$	—

Description	Fair Value As of December 31, 2022		Fair Value Measurements at December 31, 2022 Using Fair Value Hierarchy
			Level 1		Level 2		Level 3
Conversion feature on convertible notes	$	1,714,143	$	—	$	1,714,143	$	—

	●	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.

Schedule condensed financial statements
Assets of consolidated variable interest entity (“VIE”) included in the consolidated balance sheets as of June 30, 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		452
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	)

Schedule of anti dilutive securities excluded from computation earnings per share
	September 30,		September 30,		September 30,		December 31,
	2017		2016		2023		2022
Series B preferred stock		3,000		3,000		45,000		45,000
Series C preferred stock		770		770		700		700
Series D preferred stock		66,000,000		66,000,000
Series H preferred stock						20,000		20,000
Series I preferred stock						1,000		—
Warrants		22,093,750		—		70,770		70,770
Convertible notes		12,158,358		6,156,757		78,364,606,196		3,949,223,831
Total		100,255,878		72,160,527		78,364,743,666		3,949,360,301

Schedule of accounts payable and accrued expenses
	2023		2022
Accounts payable	$	1,143,513	$	1,436,266
Accrued liabilities		1,300,239		1,471,023
Accrued interest		3,725,418		3,196,611
Total	$	6,169,170	$	6,103,900

Schedule of convertible notes payable – non related parties
	September 30,			December 31,
	2023			2022
Convertible note payable to GBT Technologies S.A	$	5,434,746		$	6,395,531
Convertible notes payable to 1800		96,260			191,275
Convertible notes payable to Glen		462,500			—
Total convertible notes payable, non related parties		5,942,926			6,586,788
Unamortized debt discount		(66,512	)		(189,060	)
Convertible notes payable – non related parties		5,926,994			6,397,727
Less current portion		(5,926,994	)		(6,397,727	)
Convertible notes payable – non related parties, long-term portion	$	—		$	—

Purchase price
Cash (1)	$	400,000
5,000,000 shares of common stock (2)		1,850,000
Secured promissory note		2,600,000
9,000,000 warrants (3)		3,310,819

	$	8,160,819

Allocation of purchase price
Inventory	$	398,151
Property and equipment		210,200
Assumed liabilities		(398,151	)
Goodwill		7,950,619
Purchase price	$	8,160,819

Schedule of convertible note payable
	September 30,			December 31,
	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	$	—		$	—

Convertible notes, December 31, 2016	$	53,852
Issued for cash		250,000
Issued for accounts payable and accrued expenses		660,132
Increase due to accrued interest		1,756
Conversion to common stock		(25,215	)
Debt discount related to new convertible notes		(1,060,132	)
Amortization of debt discounts		221,323
Convertible notes, September 30, 2017	$	101,716

Schedule of roll-forward of the convertible notes payable
Convertible notes payable, December 31, 2022	$	6,703,393
Issued for cash		113,260
Convertible note issued for accounts payable		1,262,500
Payment with cash		(39,043	)
Conversion to common stock		(1,347,709	)
Other settlement		(37,500	)
Convertible notes payable, September 30, 2023	$	6,654,901

Schedule of notes payable	September 30,			December 31,
	2023			2022
1800 note	$	45,546		$	—
SBA loan		350,000			350,000
Total notes payable		395,546			350,000
Unamortized debt discount		(4,077	)		—
Notes payable		391,469			350,000
Less current portion		79,269			(41,137	)
Notes payable, long-term portion	$	312,200		$	308,863

Schedule of notes payable related parties
	September 30,			December 31,
	2023			2022
Alpha Eda note payable	$	140,000		$	140,000
Total notes payable, related party		140,000			140,000
Unamortized debt discount		—			—
Notes payable, net, related party		140,000			140,000
Less current portion		(140,000	)		(140,000	)
Notes payable, net, related party, long-term portion	$	—		$	—

~~Stock price~~		~~$0.32~~
~~Risk free rate~~		~~1.31%~~
~~Volatility~~		~~200%~~
~~Conversion/ Exercise price~~		~~$0.12 to $0.13~~
~~Dividend rate~~		0%
~~Term (years)~~		~~5.0 years~~

Schedule of assumptions to measure fair value
	September 30,			December 31,
	2023			2022
Stock price	$	0.00009		$	0.001

Risk free rate		5.40-5.58	%		4.42-4.76	%
Volatility		302-357	%		213-277	%
		0.00009-			0.0015-
Conversion/ Exercise price	$	0.00085		$	0.0017
Dividend rate		0	%		0	%

Derivative liability balance, December 31, 2016	$	–
Schedule of derivative liability activitiy
Derivative liability balance, December 31, 2022				$	1,714,142
Issuance of derivative liability during the period		2,715,178			1,369,920
Fair value of beneficial conversion feature of debt converted					(2,262,793	)
Change in derivative liability during the period		(547,188	)		12,663,365
Derivative liability balance, September 30, 2017	$	2,167,990
Derivative liability balance, March 31, 2023				$	13,484,634

	●
	●	Of 100,000,000 Shares issued ~~an aggregate of 2,025,000 shares~~ to ~~two consultants~~Pacific Capital Markets LLC for ~~services rendered valued at $766,500. The services, which include business development, analysis,~~certain for service agreement between Pacific Capital Markets LLC. and ~~interaction with professionals, were principally related to assisting~~ the ~~Company with the acquisition of the RWJ assets (see Note 4).~~Company. The value of the ~~common stock~~shares of $80,000 was determined based on the ~~closing stock price~~FV of the Company’s common stock onat the ~~date~~time of ~~grant; and~~

	Warrants Outstanding		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value
Outstanding, December 31, 2016		93,750	$				$	0.00
Granted		22,000,000		0.50
Forfeited		—
Exercised		—
Outstanding, September 30, 2017		22,093,750	$	0.51
Exercisable, September 30, 2017		22,093,750	$	0.51		4.92	$	0.00

Schedule of summary of 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		60,100
Exercised		—
Outstanding, September 30, 2023		10,670	$	729.90		0.02	$	—
Exercisable, September 30, 2023		10,670	$	729.90		0.02	$	—

Outstanding and Exercisable

Number of		Exercise
Warrants		Price
22,000,000	$	0.50
93,750		2.25
22,093,750

	1.	Subject to the terms of this Agreement, the Note Holder agrees that for a period of nine (9) months from the Effective Date of this Agreement (the “Lock-Up Period”), the Note Holder shall not convert the Note into Common Stock for safe keeping or, directly or indirectly, sell, offer to sell, contract to sell, assign, pledge, hypothecate, encumber or otherwise transfer, or enter into any contract, option or other arrangement or understanding with respect to the sale, assignment, pledge or other disposition of (each a “Transfer”) any beneficial rights with respect to the Note.
	2.	Leak-Out Provisions. Subject to the terms of this Agreement, the Note Holder agrees that for a period beginning immediately upon the end of the Lock-Up Period and ending fifteen (15) months from the Effective Date of this Agreement (the “Leak-Out Period”), the Note Holder shall have the right to sell the lessor of (i) five (5%) percent of the previous day’s traded volume of the Company’s Common Stock, or (ii) Five Thousand (5,000) shares of the Common Stock on a per daily basis.

	Three Months Ended September 30,						Change
	2017			2016			$			%			Three Months Ended September 30						Change
													2023			2022			$			%
Sales	$	4,471,626		$	45,000		$	4,426,626			9836.9	%	$	—		$	—		$	—			—
Consulting income – related party														—			45,000			—			—
Total sales														—			45,000			(45,000	)		-100	%
Cost of goods sold		4,174,374			—			4,174,374						—			—			—			—
Gross profit		297,252			45,000			252,252			560.6	%		—			45,000			(45,000	)		-100	%

Operating expenses		5,937,176			727,172			5,210,004			716.5	%		317,419			571,998			(254,579	)		-45	%
Loss from operations		(5,639,924	)		(682,172	)		(4,957,752	)		726.8	%		(317,419	)		(526,998	)		209,579			-40	%
Other income (expense)		(300,803	)		(4,800	)		(296,003	)		6166.7	%
Loss before provision for income taxes		(5,940,727	)		(686,972	)		(5,253,755	)		764.8	%
Other income														283,435			2,299,075			2,015,640	)		-88	%
Income (Loss) before provision for income taxes														(33,984	)		1,772,077			(1,806,061	)		-102	%
Provision for income taxes		—			—			—						—			—			—			—
Net loss	$	(5,940,727	)	$	(686,972	)	$	(5,253,755	)		764.8	%
Gain/(Loss) from discontinued operations														(38,385	)		(1,613	)		(36,772	)		2,280	%
Net Income (Loss)													$	(72,369	)	$	1,772,077		$	(1,842,833	)		-104	%

	●	~~Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.~~

~~3.1~~No.		Description
3.1		Certificate of Incorporation of Forex International Trading Corp. ~~(6)~~(1)
3.2		Bylaws of Forex International Trading Corp. ~~(6)~~(1)
3.3		Certificate of Designation for Series A Preferred Stock ~~(14)~~(2)
3.4		Certificate of Designation for Series B Preferred Stock ~~(21)~~(3)
3.5		Certificate of Designation – Series C Preferred Stock ~~(22)~~(4)
3.6		Amendment to the Certificate of Designation for the Series B Preferred Stock ~~(25)~~(5)
3.7		Amendment to the Certificate of Designation for the Series C Preferred ~~Stock(25)~~Stock(5)
3.8		Certificate of Change filed pursuant to NRS 78.209 ~~(31)~~(6)
3.9		Articles of Merger filed pursuant to NRS 92.A.200 ~~(31)~~(6)
3.10		Certificate of Amendment to the Articles of Incorporation of Gopher Protocol Inc. ~~(34)~~(8)
~~4.1~~3.11		~~Convertible Promissory Note issued by the Company to ATL~~Certificate of Change dated July ~~8, 2010 (3)~~10, 2019 (23)
~~4.2~~3.12		~~Secured and Collateralized Promissory Note issued by ATL to the Company dated July 8, 2010 (3)~~
~~4.3~~		~~Collateral and Security Agreement~~Articles of Merger by and between ~~Forex International Trading Group~~Gopher Protocol Inc. and ~~ATL~~GBT Technologies Inc. dated July ~~7, 2010 (3)~~10, 2019(23)
~~4.4~~3.13		~~Promissory Note issued~~Certificate of Correction to ~~Rasel Ltd. Dated October 6, 2009(7)~~the Certificate of Change (24)
~~4.5~~3.14		~~Promissory Note issued~~Certificate of Correction to ~~Rasel Ltd. Dated October 20, 2009 (7)~~
~~4.6~~		~~Letter Agreement between Rasel Ltd. and Forex International Trading Corp. dated January 22, 2011 (8)~~
~~4.7~~		~~Letter Agreement~~the Articles of Merger by and between ~~Forex International Trading Group~~Gopher Protocol Inc. and ~~ATL~~GBT Technologies Inc. dated ~~November 8, 2010(9)~~July 10, 2019 (24)
~~4.8~~3.15		~~6% Convertible Note issued~~Certificate of Amendment to ~~APH (11)~~the Articles of Incorporation of GBT Technologies Inc. dated September 23, 2019(26)
~~4.9~~3.16		~~6% Convertible Debenture issued to HAM dated April 5, 2011 (14)~~Certificate of Designation for Series B Preferred Stock (7)
~~4.10~~3.17		~~Promissory Note dated November 30, 2011 issued to Cordellia dioxo. in~~Certificate of Designation of the ~~amount~~Preferences, Rights and Limitations of ~~$1,000,000 (18)~~the Series G Convertible Preferred Stock (15)
~~4.11~~3.18		~~$500,000 Convertible Promissory Note issued by Forex International Trading Corp. (23)~~
~~4.12~~		~~$400,000 Secured and Collateralized Promissory Note issued by Vulcan Oil & Gas Inc. (23)~~
~~4.13~~		~~Securities Purchase Agreement dated July 24, 2013 entered with Asher Enterprise Inc. (26)~~
~~4.14~~		~~Convertible Promissory Note issued to Asher Enterprises Inc. (26)~~
~~4.15~~		~~10% Convertible Debenture issued to GV Global Communications Inc. (30)~~
~~4.16~~		~~Amendment to 10% Convertible Promissory Debenture held by GV Global Communications, Inc. (32)~~
~~4.17~~		Series DH Convertible Preferred Stock Certificate of Designation ~~(32)~~(21)
~~4.18~~4.1		~~Common Stock Purchase Warrant (40)~~
~~4.19~~		~~6% Convertible Promissory Note issued by the Company to Guardian Patch LLC dated May 23, 2017 (41)~~
~~4.20~~		~~Securities Purchase Agreement entered with Crown Bridge Partners, LLC dated June 9, 2017 (42)~~
~~4.21~~		~~Convertible Promissory Note dated June 9, 2017 issued to Crown Bridge Partners LLC (42)~~
~~4.22~~		~~Convertible Promissory Note Back End Note dated June 9, 2017 issued to Crown Bridge Partners LLC (42)~~
~~4.23~~		~~Collateralized Secured Promissory Note Back End Note dated June 9, 2017 issued to Crown Bridge Partners LLC (42)~~
~~4.24~~		~~Securities Purchase Agreement entered with Eagle Equities, LLC dated June 9, 2017 (42)~~
~~4.25~~		~~Convertible Promissory Note issued to Eagle Equities, LLC dated June 9, 2017 (42)~~
~~4.26~~		~~Convertible Promissory Note issued to Eagle Equities, LLC dated June 9, 2017 (Back End Note) (42)~~
~~4.27~~		~~Form of Collateralized Secured Promissory Note dated June 9, 2017 issued by Eagle Equities, LLC (42)~~
~~4.28~~		~~Convertible Promissory Note dated June 7, 2017 issued to JSJ Investments Inc. (42)~~
~~4.29~~		~~Convertible Promissory Note dated June 29, 2017 issued to JSJ Investments Inc. (44)~~
~~4.30~~		Form of Warrant issued to Robert Warren Jackson, Gregory Bauer, Michael Murray and Guardian Patch, LLC dated September 1, 2017 ~~(45)~~(14)
~~4.31~~4.2		Balloon Note payable by Gopher Protocol Inc. to RWJ Advanced Marketing, LLC dated September 1, 2017 ~~(45)~~(14)
~~4.32~~4.3		~~Securities Purchase Agreement entered with Eagle Equities,~~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 ~~September 13, 2017 (46)~~March 1, 2018 (16)
~~4.33~~4.5		~~Convertible Promissory Note~~Stock Option issued to ~~Eagle Equities, LLC~~Kevin Pickard dated ~~September 13, 2017(46)~~April 16, 2018 (17)

~~4.34~~4.6		~~Convertible Promissory Note~~Stock Option issued to ~~Eagle Equities, LLC~~Muhammad Khilji dated ~~September 13, 2017 (Back End Note) (46)~~April 25, 2018 (18)
~~4.35~~4.7		~~Form of Collateralized Secured Promissory~~6% Convertible Note payable to Pablo Gonzalez dated ~~September 13, 2017 issued by Eagle Equities, LLC(46)~~June 17, 2019 (21)
~~4.36~~4.8		~~Securities~~Convertible Note payable to Glen Eagles Acquisition LP (22)
4.9		Amendment to Common Stock Purchase ~~Agreement dated October 2, 2017~~Warrant between Gopher Protocol Inc. and ~~Power Up Lending Group Ltd. (47)~~Glen Eagles Acquisition LP (22)
~~4.37~~4.10		Second Amendment to Promissory Note between GBT Technologies Inc. and Ilaid Research and Trading LP dated July 20, 2020 (29)
4.11		Convertible Promissory Note August 4, 2020 issued to Redstart Holdings Corp. (30)
4.12		Fourth Amendment to Promissory Note between GBT Technologies Inc. and Iliad Research and Trading, L.P. dated May 14, 2020 – Executed May 19, 2021(31)
4.13		Convertible Promissory Note May 26, 2021 issued to Redstart Holdings Corp. – Executed on May 27, 2021 (32)
4.14		Fifth Amendment to Promissory Note between GBT Technologies Inc. and Iliad Research and Trading LP dated August 19, 2021 executed August 20, 2021 (33)
4.15		Convertible Promissory Note September 21, 2021 issued to Redstart Holdings Corp. – Executed on September 24, 2021, and Funded on September 28, 2021 (34)
4.16		Amended Loan Authorization and Agreement between GBT Technologies Inc. and U.S. Small Business Administration dated October 1, 2021 (35)
4.17		Convertible Promissory Note dated ~~October 2, 2017~~November 8, 2021 issued to ~~Power Up~~Sixth Street Lending ~~Group Ltd. (47)~~LLC (36)

~~4.38~~4.18		Description of Securities ~~Purchase Agreement entered with Labrys Fund, LP dated October 26, 2017 (49)~~(40)
~~4.39~~4.19		Convertible Promissory Note dated May 4, 2022 issued to ~~Labrys Fund, LP dated October 26, 2017 (49)~~1800 Diagonal Lending LLC (42)
~~4.40~~10.1		~~Rescission Agreement entered between Gopher Protocol Inc. and Crown Bridge Partners, LLC dated October 23, 2017 (49)~~
~~10.1~~		~~Software Licensing Agreement dated April 12, 2010, by and between Forex International Trading Corp and Triple (1)~~
~~10.2~~		~~Employment Agreement dated April 23, 2010, by and between Forex International Trading Corp and Darren Dunckel (2)~~
~~10.3~~		~~Letter Agreement by and between Forex International Trading Corp. and Anita Atlas, dated July 29, 2010 (4)~~
~~10.4~~		~~Letter Agreement by and between Forex International Trading Corp. and Stewart Reich, dated July 29, 2010 (4)~~
~~10.5~~		~~Letter Agreement by and between Forex International Trading Corp. and Mr. William Glass, dated August 6, 2010 (5)~~
~~10.6~~		~~Share Exchange Agreement by and between Forex International Trading Corp. and APH (10)~~
~~10.7~~		~~Letter Agreement by and between Forex International Trading Corp., APH, Medirad Inc. and Rasel Ltd. (11)~~
~~10.8~~		~~Letter Amendment by and between Forex International Trading Corp. and William Glass, dated March 4, 2011 (13)~~
~~10.9~~		~~Letter Amendment by and between Forex International Trading Corp. and Stewart Reich, dated March 4, 2011 (13)~~
~~10.10~~		~~Employment Agreement by and between Forex International Trading Corp. and Liat Franco, dated March 7, 2011 (13)~~
~~10.11~~		~~Agreement between Forex International Trading Corp. and APH dated April 5, 2011 (14)~~
~~10.12~~		~~Conversion Agreement between MP and Forex International Trading Corp. dated April 5, 2011 (14)~~
~~10.13~~		~~Share Exchange Agreement between Forex International Trading Corp. and dated April 5, 2011 (14)~~
~~10.14~~		Agreement to Unwind and Mutual Release dated as of July 11, 2011 by and between Forex International Trading Corp., Forex NYC and Wheatley Investment Agreement by and between Forex International Trading Corp. and Centurion Private Equity, LLC dated June 27, 2011 (16)
~~10.15~~		~~Registration Rights Agreement with Centurion by and between Forex International Trading Corp. and Centurion Private Equity, LLC dated June 27, 2011 (16)~~
~~10.16~~		~~Intentionally Left Blank~~
~~10.17~~		~~Settlement Agreement by and between Forex International Trading Corp., A.T. Limited, Watford Holding Inc. and James Bay Holdings, Inc. dated November 1, 2011 (17)~~
~~10.18~~		~~Settlement and Foreclosure Agreement between Forex International Trading Corp., AP Holdings Limited, H.A.M Group Limited and Cordellia d.o.o.(18)~~
~~10.19~~		~~Annulment of Share Purchase Agreement dated December 5, 2011 between Triple 8 Limited, AP Holdings Limited, H.A.M Group Limited and 888 Markets (Jersey) Limited (18)~~
~~10.20~~		~~Promissory Note issued to Forex International Trading Corp. dated December 13, 2011 (19)~~
~~10.21~~		~~Stock Pledge Agreement executed by Fortune Market Media Inc. dated December 13, 2011 (19)~~
~~10.22~~		~~Conversion Agreement between the Company and GV Global Communications, Inc. (22)~~
~~10.23~~		~~Agreement by and between and Direct JV Investments Inc., Forex International Trading Corporation and Vulcan Oil & Gas Inc. dated January 7, 2013 (23)~~
~~10.24~~		~~Evaluation License Agreement dated September 2, 2013, by and between Forex International Trading Corp and Micrologic Design Automation, Inc. (27)~~
~~10.25~~		~~Letter Agreement dated January 2, 2014, by and between Forex International Trading Corp and Micrologic Design Automation, Inc. (28)~~
~~10.26~~		~~Settlement Agreement by and between Forex International Trading Corp. and Leova Dobris dated November 14, 2014 (29)~~
~~10.27~~		~~Exchange Agreement by and between Forex International Trading Corp. and Vladimir Kirish dated January 22, 2015 (30)~~
~~10.28~~		~~Exchange Agreement by and between Forex International Trading Corp. and GV Global Communications Inc. dated January 22, 2015 (30)~~
~~10.29~~		~~Agreement by and between Forex International Trading Corp. and Fleming PLLC dated January 22, 2015 (30)~~
~~10.30~~		Territorial License Agreement dated March 4, 2015, by and between Gopher Protocol Inc. and Hermes Roll LLC ~~(32)~~(7)
~~10.31~~10.2		Amended and Restated Territorial License Agreement dated June 16, 2015 by and between Gopher Protocol Inc. and Hermes Roll LLC ~~(35)~~(9)
~~10.32~~10.3		Letter Agreement dated August 20, 2015 by and between Gopher Protocol Inc. and Dr. Danny Rittman ~~(36)~~(10)
~~10.33~~10.4		~~Consulting Agreement dated August 11, 2015, by and between Gopher Protocol Inc. and Michael Korsunsky (37)~~
~~10.34~~		Letter Agreement dated March 14, 2016 by and between Gopher Protocol Inc. and Dr. Danny Rittman. ~~(38)~~(11)
~~10.35~~10.5		Amended and Restated Employment Agreement by and between Gopher Protocol Inc. and Dr. Danny Rittman dated April 19, 2016 ~~(39)~~(12)

~~10.36~~10.6		~~Consulting Agreement dated September 10, 2016, by and between Gopher Protocol Inc. and Waterford Group LLC (40)~~
~~10.37~~		~~Conversion Agreement between the Company and Guardian Patch LLC dated May 23, 2017 (41)~~
~~10.38~~		~~Lock-Up and Leak-Out Agreement between the Company and Guardian Patch LLC dated June 26, 2017 (43)~~
~~10.39~~		~~Lock-Up and Leak-Out Agreement between the Company and Stanley Hills LLC dated June 29, 2017 (43)~~
~~10.40~~		Letter Agreement between the Company and Danny Rittman dated June 29, 2017 ~~(43)~~(13)
~~10.41~~10.7		Asset Purchase Agreement between Gopher Protocol Inc. and RWJ Advanced Marketing, LLC dated September 1, 2017 ~~(45)~~(14)
~~10.42~~10.8		Addendum to Asset Purchase Agreement between Gopher Protocol Inc. and RWJ Advanced Marketing, LLC dated September 1, 2017 ~~(45)~~(14)
~~10.43~~10.9		Employment Agreement between Gopher Protocol Inc. and Gregory Bauer dated September 1, 2017 ~~(45)~~(14)
~~10.44~~10.10		~~Consulting~~Asset Purchase Agreement between Gopher Protocol Inc. and ~~Guardian Patch,~~ECS Prepaid LLC dated ~~September~~March 1, ~~2017 (45)~~2018 (16)
~~16.1~~10.11		~~Letter from Alan R. Swift, CPA, P.A. (33)~~Employment Agreement between Gopher Protocol Inc. and Derron Winfrey dated March 1, 2018(16)
~~16.2~~10.12		~~Letter from Anton & Chia, LLP (48)~~Employment Agreement between Gopher Protocol Inc. and Mark Garner dated March 1, 2018(16)
~~21.1~~10.13		~~List of Subsidiaries (24)~~Agreement between Gopher Protocol Inc. and Mobiquity Technologies, Inc. dated September 4, 2018 (19)
~~31.1~~10.14		Exclusive Intellectual Property License and Royalty Agreement between Gopher Protocol Inc. and GBT Technologies, S.A. dated September 14, 2018 (20)
10.15		Letter Agreement between Gopher Protocol Inc. and Dr. Danny Rittman dated September 14, 2018 (20)
10.16		Exchange Agreement entered into between Gopher Protocol Inc., Altcorp Trading LLC, GBT Technologies, S.A., a Costa Rica company and Pablo Gonzalez dated June 17, 2019 (21)
10.17		Consulting Agreement entered into between Gopher Protocol Inc. and Glen Eagles Acquisition LP (22)
10.18		Letter Agreement between Mobiquity Technologies, Inc. and GBT Technologies Inc. executed August 2, 2019 Delivered August 6, 2019 (39)
10.19		Stock Purchase Agreement between Mobiquity Technologies, Inc. and GBT Technologies Inc. Dated September 10, 2019 (25)
10.20		Stock Purchase Agreement between Marital Trust GST Subject U/W/O Leopold Salkind and GBT Technologies Inc. dated September 10, 2019 (25)
10.21		Letter Agreement between GBT Technologies Inc. and Stanley Hills LLC dated February 26, 2020 (27)
10.22		Amendment to Promissory Note between GBT Technologies Inc. and Iliad Research and Trading, L.P. dated February 27, 2020 (27)
10.23		Order dated February 27, 2020 issued by the United States District Court District of Nevada (27)
10.24		Joint Venture and Territorial License Agreement by and between GBT Technologies Inc. and Tokenize-It S.A. dated March 6, 2020 (28)
10.25		Consulting Agreement by and between Pablo Gonzalez and GBT Tokenize Corp. dated March 6, 2020 (28)
10.26		Pledge Agreement by and between GBT Tokenize Corp. and Tokenize-It S.A., dated March 6, 2020 (28)
10.27		Securities Purchase Agreement dated August 4, 2020 between GBT Technologies Inc. and Redstart Holdings Corp. (30)
10.28		Securities Purchase Agreement dated November 8, 2021 between GBT Technologies Inc. and Sixth Street Lending LLC (36)
10.29		Equity Financing Agreement between GBT Technologies Inc. and GHS Investments LLC dated December 17, 2021 (37)
10.30		Registration Rights Agreement between GBT Technologies Inc. and GHS Investments LLC dated December 17, 2021 (37)
10.31		Resolution of Purchase, Mutual Release and Settlement Agreement by and among GBT Technologies Inc. and Parties Listed Therein December 22, 2021(38)
10.33		Form of Claim Purchase Agreement dated April 12, 2022 (41)
10.34		Finders Fee Agreement between JH Darbie & Co. and GBT Technologies Inc. dated October 14, 2021 (39)

10.35		Master Joint Venture and Territorial License Agreement by and between GBT Technologies Inc. and Magic International Argentina FC SL (41)
10.36		Pledge Agreement by and between GBT Tokenize Corp and Magic International Argentina FC SL (41)
10.37		Securities Purchase Agreement dated May 4, 2022 between GBT Technologies Inc. and 1800 Diagnol Lending LLC (42)
31.1		Certification of Chief Executive Officer (Principal Executive and ~~Chief~~ Financial ~~Officer~~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~~2002.
~~31.2~~32.1
~~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~~2002.