GBT Technologies Amends 2023 10-K Filing

TL;DR

GBT Tech amended its 2023 10-K to fix auditor report issues with the SEC.

AI Summary

GBT Technologies Inc. filed an Amendment No. 1 on Form 10-K/A on August 19, 2024, to address SEC comments received on August 14, 2024, regarding their 2023 Form 10-K. The amendment specifically revises the Independent Registered Public Accounting Firm's report to include balance sheets for December 31, 2023, and December 31, 2022, and related financial statements for the years then ended.

Why It Matters

This amendment clarifies the auditor's report for GBT Technologies' 2023 financial statements, ensuring compliance with SEC regulations and providing a more complete picture of the company's financial position.

Risk Assessment

Risk Level: low — This filing is an amendment to correct a previous filing based on SEC comments, indicating a procedural correction rather than a new material risk.

Key Numbers

• 2023 — Fiscal Year End (The amendment pertains to the financial reporting for the fiscal year ended December 31, 2023.)
• 2022 — Prior Fiscal Year (The amendment also includes comparative financial data for the fiscal year ended December 31, 2022.)

Key Players & Entities

• GBT Technologies Inc. (company) — Filer
• SEC (company) — Regulator
• August 14, 2024 (date) — Date of SEC comments
• August 19, 2024 (date) — Filing date of amendment
• December 31, 2023 (date) — Fiscal year end
• December 31, 2022 (date) — Prior fiscal year end

FAQ

Key Financial Figures

• $0.00001 — 2(g) of the Exchange Act: Common Stock, $0.00001 par value per share Indicate by check
• $0.002 — maintained by OTC Markets Group Inc. of $0.002. For purposes of this response, the reg
• $50,000 — of common stock valued at approximately $50,000. In order to maintain its 50% ownership
• $35,000 — Series I Stock") with a stated value of $35,000 per share which is convertible into com
• $0 — stated value by the conversion price of $0.0035, which, if converted in full would
• $30,000,000 — "). The Purchase Price for the asset is $30,000,000 (the "Purchase Price"), which VisionWav
• $0.0001 — e will pay with shares of common stock, $0.0001 par value per share (the "Common Stock"
• $100,000 — a convertible promissory note of GTX of $100,000 (the "GTX Notes"). In addition, GBT Tok
• $150,000 — 2022) shares of common stock of GTX for $150,000 - in total FV of $8,846 as of June 30,
• $8,846 — ck of GTX for $150,000 - in total FV of $8,846 as of June 30, 2023 based on level 1 st
• $0.01 — one-time basis at a conversion price of $0.01 per share. The remaining 50% of the pri
• $65,613 — al with all unpaid interest in total of $65,613 due to the collectability issue. GTX c
• $90,000 — poration (f/k/a GTX Corp.) ("MetAlert") $90,000. For such loan, MetAlert provided Token
• $95,770 — al with all unpaid interest in total of $95,770 due to the collectability issue. MetAl
• $7,500 — ompany's 50% owned subsidiary, assigned $7,500 from the GTX Notes to Stanley Hills, LL

Filing Documents

• e5888_10ka.htm (10-K/A) — 1499KB
• e5888_ex4-18.htm (EX-4.18) — 21KB
• e5888_ex31-1.htm (EX-31.1) — 7KB
• e5888_ex32-1.htm (EX-32.1) — 3KB
• 0001731122-24-001280.txt ( ) — 7490KB
• gtch-20231231.xsd (EX-101.SCH) — 74KB
• gtch-20231231_cal.xml (EX-101.CAL) — 65KB
• gtch-20231231_def.xml (EX-101.DEF) — 293KB
• gtch-20231231_lab.xml (EX-101.LAB) — 471KB
• gtch-20231231_pre.xml (EX-101.PRE) — 434KB
• e5888_10ka_htm.xml (XML) — 945KB

BUSINESS

BUSINESS 3 ITEM 1A.

RISK FACTORS

RISK FACTORS 10 ITEM 1B. UNRESOLVED STAFF COMMENTS 16 ITEM 2.

PROPERTIES

PROPERTIES 16 ITEM 3.

LEGAL PROCEEDINGS

LEGAL PROCEEDINGS 16 ITEM 4. MINE SAFETY DISCLOSURES 19 PART II 19 ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 19 ITEM 6. RESERVED 22 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 22 ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 35 ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 35 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 35 ITEM 9A.

CONTROLS AND PROCEDURES

CONTROLS AND PROCEDURES 36 ITEM 9B. OTHER INFORMATION 37 ITEM 9C DISCLOSURES REGARDING FOREIGN JURISDICATIONS THAT PREVENT INSPECTIONS 37 PART III 37 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 37 ITEM 11.

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 39 ITEM 12. SECURITY 40 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE 41 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 43 ITEM 15. EXHIBITS 44 ITEM 16. FORM 10-K SUMMARY 47

SIGNATURES

SIGNATURES 48 INDEX TO FINANCIAL STATEMENTS F-1 i In this annual report, references to "GBT", "GOPH", "GTCH" or "the Company," or "we," or "us," and "our" refer to GBT Technologies Inc. or f/k/a Gopher Protocol Inc. Except for the historical information contained herein, some of the statements in this report contain forward-looking statements that involve risks and uncertainties. These statements are found in the sections entitled "Business," "Management's Discussion and Analysis of Financial Condition and Results of Operations," and "Quantitative and Qualitative Disclosures about Market Risk." They include statements concerning: our business strategy; expectations of market and customer response; liquidity and capital expenditures; future sources of revenues; expansion of our proposed product line; and trends in industry activity generally. In some cases, you can identify forward-looking statements by words such as "may," "will," "should," "expect," "plan," "could," "anticipate," "intend," "believe," "estimate," "predict," "potential," "goal," or "continue" or similar terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including, but not limited to, the risks outlined under "Risk Factors," that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. For example, assumptions that could cause actual results to vary materially from future results include, but are not limited to our ability to successfully develop and market our products to customers; our ability to generate customer demand for our products in our target markets; the development of our target markets and market opportunities; our ability to manufacture suitable products at a competitive

DESCRIPTION OF BUSINESS

ITEM 1. DESCRIPTION OF BUSINESS OVERVIEW GBT Technologies Inc. (formally known as Gopher Protocol Inc., the "Company", "GBT", "Gopher", "Gopher Protocol" "GOPH" or "GTCH") was incorporated on July 22, 2009 under the laws of the State of Nevada. The Company via its 50% subsidiary, is targeting growing markets such as development of Internet of Things (IoT) and Artificial Intelligence (AI) enabled networking and tracking technologies, including wireless mesh network technology platform and fixed solutions, development of an intelligent human body vitals device, asset-tracking IoT, and wireless mesh networks. Effective August 5, 2019, the Company changed its name from Gopher Protocol Inc. to GBT Technologies Inc. The Company technologies can be grouping as (i) the provision of IT consulting services; and (ii) from the licensing of its technology. (ii) from selling electronic products through e-commerce platforms. (iv) an advanced RF-based computer vision system, to utilize this platform potential to significantly enhance object detection and imaging capabilities, using radio waves to create detailed 2D and 3D images .On February 18, 2022 the Company, effective March 1, 2022 entered into a Revenue Sharing Agreement ("RSA") with Mahaser LTD. ("Mahaser") pursuant to which the Company shares revenues generated by Mahaser with respect to e-commerce sales through the online retail platform in the United States of America. Effective July 1, 2023, the Company agreed to terminate the RSA with Mahaser Ltd. GBT Tokenize Joint Venture (Impaired in 2021) On March 6, 2020, the Company through Greenwich entered into a Joint Venture and Territorial License Agreement (the "2020 Tokenize Agreement") with Tokenize-It, S.A. ("Tokenize"). Under the 2020 Tokenize Agreement, the parties formed GBT Tokenize and Tokenize contributed its technology portfolio as described in the 2020 Tokenize Agreement with each Tokenize and the Company owning 50% of GBT Tokenize. The purpose of GBT Token

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