UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K/A

(Amendment No. 1)



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



For the fiscal year ended: December 31,
2019



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



Commission File Number: 000-54530



GBT TECHNOLOGIES INC.

(Exact name of registrant as specified in its
charter)





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



2500 Broadway, Suite F-125, Santa Monica, CA
90404

(Address of principal executive offices)



Issuer’s telephone number: 888-685-7336



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



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



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



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



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



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



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



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



|Large accelerated filer☐ | Accelerated filer☐ | Non-accelerated filer☐ | Smaller Reporting Company☒
|------------------------ | ------------------ | ---------------------- | --------------------------



Emerging
growth company☐



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



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



As of June 30, 2019, the market value of our
common stock held by non-affiliates was approximately $24,965,813, which is computed based upon the closing price on that date
of the Common Stock of the registrant on the OTC PINK maintained by OTC Markets Group Inc. of $0.168. For purposes of this response,
the registrant has assumed that its directors, executive officers and beneficial owners of 5% or more of its Common Stock are deemed
affiliates of the registrant.



As of May 27, 2020, 171,496,091 shares of common stock, $.00001
par value per share, of the registrant were outstanding.



Documents incorporated by reference:  None










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EXPLANATORY NOTE



This Amendment No.
1 on Form 10-K/A (the “Amendment”) amends the Annual Report on Form 10-K for the year ended December 31, 2019 of GBT
Technologies Inc. as originally filed with the U.S. Securities and Exchange Commission on May 27, 2020 (the “Original Form
10-K”) following the filing of its Form 12b-25 Notification of Late Filing on May 12, 2020. GBT Technologies Inc. is filing
Amendment No. 1 to amend:



| | Part I to include disclosure about GBT Technologies Inc.’s reliance upon the SEC Order dated March 4, 2020 (Release No. 34-88318) under Section 36 of the Exchange Act Granting Exemptions from Specified Provisions of the Exchange Act and Certain Rules Thereunder, as superseded by SEC Order Modifying Exemptions from the Reporting and Proxy Delivery Requirements for Public Companies dated March 25, 2020 (Release No. 34-88465) (together, the “Order”) to delay the filing of the Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (the “Report”) due to circumstances related to the coronavirus epidemic.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Except as contained
herein, this Amendment No. 1 does not amend, modify or update the information in, or exhibits to, the Original Form 10-K, and we
have not updated disclosures included therein to reflect any subsequent events. This Amendment No. 1 should be read in conjunction
with the Original Form 10-K and with our other filings made with the SEC subsequent to the filing of the Original Form 10-K.



RELIANCE ON SECURITIES
AND EXCHANGE COMMISSION ORDER



The Company is filing
its Report pursuant to the Securities and Exchange Commission (the “SEC”) Order dated March 4, 2020 (Release No. 34-88318)
under Section 36 of the Exchange Act Granting Exemptions from Specified Provisions of the Exchange Act and Certain Rules Thereunder,
as superseded by SEC Order Modifying Exemptions from the Reporting and Proxy Delivery Requirements for Public Companies dated March
25, 2020 (Release No. 34-88465) (together, the “Order”) to delay the filing of the Report due to circumstances related
to the coronavirus pandemic (“COVID-19”). On March 30, 2020, the Company filed a Current Report on Form 8-K stating
that it is relying on the Order to delay the filing of the Report by up to 45 days. The Company’s headquarters is located
in California. 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). As such, the Company’s finance team was unable to complete the preparation
of the Company’s consolidated financial statements and the Form 10-K until after March 30, 2020. These
unforeseen circumstances have resulted in the Company being unable to timely file an accurate Annual Report on Form 10-K for its
year-ended December 31, 2019 by the prescribed date without undue hardship and expense to the Company. Accordingly, in reliance
upon the Order, the Company filed its Annual Report on Form 10-K on May 27, 2020 following the filing of its Form 12b-25
Notification of Late Filing on May 12, 2020.

PART IV



ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES





|Exhibit
No. |  | Description                                                                                                                                                
|----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------
|31.1        |  | Certification of Chief Executive 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.
|31.2        |  | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|32.1        |  | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002          
|32.2        |  | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002          





2







Signatures



Pursuant to the requirements of Section 13
or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



|                     | GBT TECHNOLOGIES INC.
|-------------------- | ---------------------
|                     |                      
|Dated:  June 5, 2020 | By:                  
|                     | Name:                
|                     | Title:               



In accordance with the Exchange Act, this report
has been signed below by the following persons on June 5, 2020, on behalf of the registrant and in the capacities indicated.



|Signature             |  | Title                                          |  | Date        
|--------------------- |  | ---------------------------------------------- |  | ------------
|                      |  |                                               
|/s/ Mansour Khatib    |  | Chief Executive & financial Officer & Director |  | June 5, 2020
|Mansour Khatib        |  | (Principal Executive Officer)                  |  |             
|                      |  |                                               
|                      |  |                                               
|/s/ Dr. Danny Rittman |  | Chief Technology Officer and Director          |  | June 5, 2020
|Dr. Danny Rittman     |  |                                                |  |             
|                      |  |                                               
|/s/ Michael Murray    |  | President and Director                         |  | June 5, 2020
|Michael Murray        |  |                                                |  |             







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