GBT (GTCH) 8-K Entry into a Material Definitive Agreement

Exhibit 99.1

The accompanying pro forma consolidated balance sheet presents the accounts of GBT Technologies, Inc. as if the asset purchase agreement with Surge Holdings, Inc. occurred June 30, 2019.  The accompanying pro forma consolidated statements of operations present the accounts of GBT Technologies, Inc. for the six months ended June 30, 2019 and for the year ended December 31, 2018 as if the asset purchase agreement with Surge Holdings, Inc. occurred on January 1, 2018. 

The adjustments reflect the removal of the assets and liabilities, and operations of the ECS Prepaid, Electronic Check Services and the Central State Legal Services businesses as if the transaction occurred as indicated above.

The unaudited consolidated pro forma financial information is presented for informational purposes only and is subject to a number of uncertainties and assumptions and do not purport to represent what the company’s actual performance or financial position would have been had the transaction occurred on the dates indicated and does not purport to indicate the financial position or results of operations as of any future date or for any future period.

GBT TECHNOLOGIES INC.
PRO FORMA CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30, 2019
ASSETS
		As Filed			Adjustments			As Adjusted
Current Assets:
Cash	$	454,407		$	(216,046	)	$	238,361
Accounts receivable		670,914			(670,914	)		—
Prepaid expenses and other current assets		187,500						187,500
Marketable equity security		5,600,000			1,000,000			6,600,000
Total current assets		6,912,821			113,040			7,025,861
Property and equipment, net		192,327			(36,590	)		155,737
Intangible assets, net		2,912,208			(2,912,208	)		—
Marketable equity security		—						—
Equity investment		31,663,441						31,663,441
Note receivable					4,000,000			4,000,000
Goodwill		925,877			(925,877	)		—
Total assets	$	42,606,674		$	238,365		$	42,845,039
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts payable and accrued expenses (including related parties of $574,542)	$	2,889,897		$	(880,719	)	$	2,009,178
Unearned revenue		253,429						253,429
Due to Guardian LLC (related party)		33,356						33,356
Convertible notes payable, net of discount of $4,090,099		1,319,901						1,319,901
Note payable, net of discount of $198,904		4,866,096						4,866,096
Derivative liability		109,181,600						109,181,600
Total current liabilities		118,544,279			(880,719	)		117,663,560
Convertible note payable		10,000,000						10,000,000
Total liabilities		128,544,279			(880,719	)		127,663,560
Contingencies		—						—
								—
Stockholders' Deficit:								—
Series B Preferred stock		—						—
Series C Preferred stock		—						—
Series D Preferred stock		—						—
Series G Preferred stock		—						—
Series H Preferred stock		—						—
Common stock		4,166						4,166
Treasury stock		(643,059	)					(643,059	)
Stock loan receivable		(7,610,147	)					(7,610,147	)
Additional paid in capital		106,214,002						106,214,002
Accumulated deficit		(183,902,567	)		1,119,084			(182,783,483	)
Total stockholders' deficit		(85,937,605	)		1,119,084			(84,818,521	)
Total liabilities and stockholders' deficit	$	42,606,674		$	238,365		$	42,845,039

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GBT TECHNOLOGIES INC.
PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2019
		As Filed			Adjustments			As Adjusted
Sales:
Sales	$	25,735,087		$	(15,977,126	)	$	9,757,961
Related party sales		90,000						90,000
Total sales		25,825,087			(15,977,126	)		9,847,961
Cost of goods sold		24,910,141			(15,561,275	)		9,348,866
Gross profit		914,946			(415,851	)		499,095
Operating expenses:
General and administrative expenses		5,454,206			(696,010	)		4,758,196
Marketing expenses		717,824						717,824
Acquisition costs		150,000						150,000
Total operating expenses		6,322,030			(696,010	)		5,626,020
Loss from operations		(5,407,084	)		280,159			(5,126,925	)
Other income (expense):
Amortization of debt discount		(2,580,121	)					(2,580,121	)
Change in fair value of derivative liability		(101,890,733	)					(101,890,733	)
Interest expense and financing costs		(5,924,238	)		3			(5,924,235	)
Unrealized loss on marketable equity security		(5,682,912	)					(5,682,912	)
Realized gain on disposal of marketable equity security		3,582,912						3,582,912
Equity loss in investment		(36,559	)					(36,559	)
Interest income		187,500						187,500
Total other income (expense)		(112,344,151	)		3			(112,344,148	)
Loss before income taxes		(117,751,235	)		280,162			(117,471,073	)
Income tax expense		—			—			—
Net loss	$	(117,751,235	)	$	280,162		$	(117,471,073	)
Weighted average common shares outstanding		2,076,625						2,076,625
Loss per share	$	(56.70	)				$	(56.57	)

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GBT TECHNOLOGIES INC.
PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2018
		As Filed			Adjustments			As Adjusted
Sales:
Sales	$	51,389,605		$	(37,061,736	)	$	14,327,869
Related party sales		180,000						180,000
Total sales		51,569,605			(37,061,736	)		14,507,869
Cost of goods sold		49,676,764			(36,299,003	)		13,377,761
Gross profit		1,892,841			(762,733	)		1,130,108
Operating expenses:
General and administrative expenses		17,346,725			(1,159,304	)		16,187,421
Marketing expenses		502,539						502,539
Acquisition costs		10,966,791						10,966,791
Buyout of joint venture agreement (related party)		11,750,000						11,750,000
Impairment of assets		7,132,286						7,132,286
Total operating expenses		47,698,341			(1,159,304	)		46,539,037
Loss from operations		(45,805,500	)		396,571			(45,408,929	)
Other income (expense):
Amortization of debt discount		(3,740,794	)					(3,740,794	)
Change in fair value of derivative liability		(734,540	)					(734,540	)
Interest expense and financing costs		(5,808,836	)		(5,170	)		(5,814,006	)
Unrealized gain on marketable equity security		6,475,317						6,475,317
Equity loss in investment		(2,155,317	)					(2,155,317	)
Total other income (expense)		(5,964,170	)		(5,170	)		(5,969,340	)
Loss before income taxes		(51,769,670	)		391,401			(51,378,269	)
Income tax expense		—			—			—
Net loss	$	(51,769,670	)	$	391,401		$	(51,378,269	)
Weighted average common shares outstanding		1,306,204						1,306,204
Loss per share	$	(39.63	)				$	(39.33	)

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