8-K - GTCH - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,

DC 20549

FORM

8-K

CURRENT

REPORT Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934

Date of Report (Date of earliest event reported): February 18, 2022

GBT

TECHNOLOGIES INC.

(Exact name of registrant as specified in its charter)

Nevada	000-54530	27-0603137
(State<br> or other jurisdiction<br><br> of incorporation)	Commission<br> File Number	(I.R.S.<br> Employer<br><br> Identification No.)

2450Colorado Ave., Suite 100E, Santa Monica, CA 90404

(Address of principal executive offices) (Zip code)

Registrant’s

telephone number including area code: 888-685-7336

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title<br> of each class	Trading<br> Symbol(s)	Name<br> of each exchange on which registered
Not<br> Applicable.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 1.01. Entry into a MaterialDefinitive Agreement.

On February 18, 2022, GBT Technologies Inc. (the “Company”), effective March 1, 2022 entered into a Revenue Sharing Agreement (“RSA”) with Mahaser LTD. (“MAHASER”) pursuant to which the Company acquired the opportunity to share in revenues generated by MAHASER with respect to e-commerce sales through the world biggest 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 will be entitled to 95% for all revenue generated by and received by MAHASER for the period 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following documents are filed as Exhibits:

Exhibit No.	Description
10.1	Revenue Sharing Agreement between GBT Technologies Inc., and MAHASER LTD. dated February 18, 2022, and effective March 1, 2022

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GBT TECHNOLOGIES INC.
	By:	/s/ Mansour Khatib
		Name: Mansour Khatib
		Title: Chief Executive Officer
Date: February 21, 2022

EXHIBIT 10.1

REVENUE SHARING AGREEMENT

This REVENUE SHARING AGREEMENT is made as of the 18 day of February, 2022, with Effective date as March 1, 2022 between MAHASER LTD (“Company”) and GBT Technologies, Inc. (“Purchaser”).

Preamble

WHEREAS, Company owns an e-commerce platform as a store which is the legal, exclusive owner of Ravenholm Electronics all accounts on Amazon. USA, Canada, Japan, Australia, UAE, Saudi, Singapore, Brazil and Turkey, doing sales for its customers and charges its customers for sales (“Sales by Amazon”) which includes the following Internet domain name(s):

https://www.amazon.com/s?me=A21C579I9MM2U0&marketplaceID=ATVPDKIKX0

WHEREAS, Purchaser desires to purchase the opportunity to share in revenues received by Company with respect to Amazon Sales received from residents of the United States of America.

ACCORDINGLY, in consideration of the mutual covenants contained herein, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree to the following:

1.Revenue Sharing.

(a) No later than March 1, 2022 Purchaser shall deliver in cash to Company $100,000, and shall no later than March 15, 2022, deliver to Company 1,000,000 shares of GBT Technologies, Inc. common stock which has not been registered and is subject to the SEC Rule 144 holding period.

(b) The Company agrees to pay to Purchaser 95% per year (the “Revenue Share”) for all revenue generated by and received by Seller from the Sales by Amazon within the United States of America as follows for the period from March 1, 2022 through December 31, 2022:

(c) Company shall pay Purchaser the Revenue Share within thirty days after the end of each calendar month with respect to revenues received by Company in such month that are subject to the Revenue Share. Purchaser will be responsible for all acquisitions of the products that being sold by Amazon from any sources it finds fit.

(d) As the Company is a single asset company that operates only the Sales by Amazon platform, Purchaser will be entitle to appoint one manager to the Company that shall be entitled to oversee its Revenue Share for so long as Company, or its successors or assignees continue to operate said Amazon platform.

(e) Purchaser shall have no obligations to make any further payments to Company other than those set forth in Section 1(a). For any further extensions, Purchaser will have the option to continue this Revenue Share for annual payment of $200,000 which can be payable with Purchaser shares payable based on 20 days VWAP prior of its issuance.

2.Representations and Warrantiesof Company. Company hereby represents and warrants to Purchaser that:

(a) Company is duly organized, validly existing and in good standing under the laws of the State of Nevada, and has the corporate power and authority to carry on its business as it is now being conducted and to enter into this Agreement and perform its obligations hereunder.

3.Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada.

4.Arbitration. The parties agree that arbitration shall be the sole and exclusive remedy to redress any dispute, claim or controversy between them involving this Agreement or its interpretation, or relating in any way to the Revenue Share purchased by Purchaser hereunder. All such disputes, claims or controversies (hereinafter “Disputes”) shall be disposed of as follows: (a) the aggrieved party must submit all Disputes in writing to the other party within thirty (30) days of the occurrence complained of; (b) if the Dispute is not resolved within thirty (30) days thereafter, either Party may refer the Dispute to the Las Vegas, NV office of the American Arbitration Association (“AAA”) for arbitration. The arbitrator shall be chosen and the arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the AAA. The expense of the arbitrator shall be shared equally by Company and the Purchaser. Arbitration shall take place in Las Vegas NV.

The arbitrator shall have no authority to change any of the provisions of this Agreement, whether by alterations, additions to or subtractions from its terms.

The arbitrator shall not be empowered to award damages, and each party hereby irrevocably waives any damages, in excess of compensatory damages. The award of the arbitrator shall be final and binding on the parties. The parties hereby agree that the federal and state courts located in Las Vegas, NV shall have jurisdiction to confirm and enter judgment upon any arbitration award with respect to any dispute which is arbitrable as set forth herein. The arbitration provisions of this Agreement shall survive the termination or expiration of this Agreement.

5.EntireAgreement. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all previous verbal and written agreements between the parties hereto with respect to such subject matter.

6.Amendment. This Agreement may only be amended by a written instrument executed by both of the parties hereto.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

Mahaser<br>LTD.
By:
Name:	MoJacob, Manager
GBT<br>Technologies, INC.
---	---
By:
Name:	MansourKhatib, CEO