UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025

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

For the transition period from __________ to __________

Commission File Number: 001-41763

Global Interactive Technologies, Inc.

(Exact name of Registrant as specified in its charter)

Delaware		7370		88-1368281
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

160, Yeouiseo-ro, Yeongdeungpo-gu, Seoul, Republic of Korea 07231
+82-2-564-8588

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value per share		GITS		The Nasdaq Capital Market

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 every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 August 14, 2025, a total of 3,548,825 shares of Common Stock (par value $0.001 per share) were issued and outstanding.

TABLE OF CONTENTS

		Page

PART I – FINANCIAL INFORMATION		F-1

Item 1.	Unaudited Condensed Consolidated Financial Statements
	Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024	F-1
	Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2025 and 2024	F-2
	Condensed Consolidated Statements of Stockholders’ Equity (Deficit) for the Three and Six Months Ended June 30, 2025 and 2024	F-3
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2025 and 2024	F-4
	Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2025 and 2024	F-5
	Notes to Unaudited Condensed Consolidated Financial Statements	F-6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	9
Item 4.	Controls and Procedures	9

PART II – OTHER INFORMATION		10

Item 1.	Legal Proceedings	10
Item 1A	Risk Factors	10
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	10
Item 3.	Defaults Upon Senior Securities	10
Item 4.	Mine Safety Disclosures	10
Item 5.	Other Information	10
Item 6.	Exhibits	11
Signatures		12

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are based on our management’s beliefs and assumptions and on information currently available to management, and which statements involve substantial risk and uncertainties. All statements contained in this Quarterly Report on Form 10-Q other than statements of historical fact, including statements regarding our future operating results and financial position, our business strategy and plans, market growth and trends, and objectives for future operations are forward-looking statements. Forward- looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward- looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions.

These risks and uncertainties include, among other things, the risk that we may not be able to successfully implement our growth strategy due to the following reasons;

●

overall strength and stability of general economic conditions and of the social media platform and content creation industry in the United States and globally;

●

our ability to continue as a going concern;

●

the accuracy of our estimates regarding expenses, future revenue, capital requirements, and needs for additional financing;

●

changes in consumer demand for, and acceptance of, our services, including our platform, as well as social media platforms in general;

●

changes in the competitive environment, including adoption of technologies, services and products that compete with our own;

●

our expectations regarding our future operating and financial performance;

●

our ability to effectively execute our business plan and continue to expand internationally;

●

our ability to recruit, retain, and motivate skilled personnel, including key members of senior management;

●

changes in the price of equipment, network infrastructure, hosting and maintenance;

●

uncertainties around the successful improvement and modification of our existing applications and development of new products and services, which may require significant expenditures and time;

●

changes in laws or regulations governing our business and operations;

●

our ability to maintain adequate liquidity and financing sources and an appropriate level of debt on terms favorable to us;

●

our ability to effectively market our services;

●

costs and risks associated with litigation brought against us;

●

our ability to obtain and protect our existing intellectual property protections, including trademarks and copyrights;

●

changes in accounting principles, or their application or interpretation, and our ability to make estimates and the assumptions underlying the estimates, which could have an effect on earnings;

●

our ability to maintain the listing of our shares on the Nasdaq Capital Market or any other exchange; and

●

other risks described from time to time in periodic and current reports that we file with the SEC.

You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations, and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors described in the section titled “Risk Factors” and found on Form 10-K/A filed for the year ended December 31, 2024. We undertake no obligation to update any forward-looking statements after the date of this Quarterly Report on Form 10-Q or to conform such statements to actual results or revised expectations, except as required by law.

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

GLOBAL INTERACTIVE TECHNOLOGIES, INC. AND ITS SUBSIDIARIES
Condensed Consolidated Balance Sheets
As of June 30, 2025 and December 31, 2024

(Unaudited)

	June 30, 2025			December 31, 2024
ASSETS
CURRENT ASSETS:
Cash and Cash Equivalents	$	10,883		$	2,352
Short-term loans receivable, net		366			338
Accounts receivable, net of allowance		29			—
Non-trade receivables		14,518			297
Total current assets		25,796			2,987

PROPERTY PLANT AND EQUIPMENT, NET		2,229			2,656
INTANGIBLE ASSETS, NET		4,818,357			4,940,000
OPERATING LEASE RIGHT-OF-USE ASSET		1,459,342			1,458,780
Total Assets	$	6,305,724		$	6,404,423

LIABILITIES AND STOCKHOLDER’S DEFICIT
CURRENT LIABILITIES:
Short-term loans payable	$	108,601		$	275,722
Short-term loans payable from related parties		617			94,321
Non-trade accounts payable		394,862			290,917
Accrued expenses and other current liabilities		11,602			7,379
Total current liabilities		515,682			668,339

Total Liabilities		515,682			668,339
Commitments and contingencies (Note 12)
STOCKHOLDER’SDEFICIT:
Common Stock, $0.02 par value
Authorized 110,000,000 (common:100,000,000, preferred:10,000,000) shares; Issued and outstanding 3,548,825 common shares as of June 30, 2025 and Issued and outstanding 2,640,429 common shares as of December 31, 2024		70,977			52,809
Additional paid-in capital		45,071,398			44,251,046
Accumulated deficit		(39,146,031	)		(37,901,301	)
Accumulated other comprehensive loss		(206,302	)		(666,470	)
Total Stockholders’ Equity		5,790,042			5,736,084
Total Liabilities and Stockholders’ Equity	$	6,305,724		$	6,404,423

On January 27, 2025, the Company executed a 1-for-20 reverse stock split, reducing the total issued shares from 52,808,589 to 2,640,402, and adjusted the par value from $0.001 to $0.02 in the consolidated financial statements. However, the charter amendment to formalize the par value change is scheduled to be approved at the shareholders’ meeting to be held during 2025. Accordingly, references to par value outside the consolidated financial statements reflect the current legal par value of $0.001.

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

F-1

GLOBAL INTERACTIVE TECHNOLOGIES, INC. AND ITS SUBSIDIARIES

Condensed Consolidated Statements of Operations
For the Six Months Ended June 30, 2025 and 2024

(Unaudited)

	Six Months Ended June 30,						Three Months Ended June 30,
	2025			2024			2025			2024

Sales	$	29		$	—		$	29		$	—
Cost of Revenue		—			—			—			—
Gross profit		29			—			29			—

Operating cost and expenses		(1,240,428	)		(499,680	)		(676,960	)		(335,117	)

Loss from operations		(1,240,399	)		(499,680	)		(676,931	)		(335,117	)

OTHER INCOME (EXPENSE):
Loss on disposal of tangible assets		—			(24,194	)		—			383
Interest income (expense), net		(5,840	)		31			(2,584	)		7
Gain (loss) on foreign currency transactions		1,911			4,631			1,858			3,640
Other expense, net		(402	)		—			(392	)		—
Net other income(loss)		(4,331	)		(19,532	)		(1,118	)		4,030
Net Loss from continuing operations before taxes		(1,244,730	)		(519,212	)		(678,049	)		(331,087	)
Net loss from continuing operations		(1,244,730	)		(519,212	)		(678,049	)		(331,087	)
Discontinued operations:
Loss from discontinued operation		—			(1,089,759	)		—			(230,813	)
Net Loss		(1,244,730	)		(1,608,971	)		(678,049	)		(561,900	)
Basic net loss per share:
Loss from continuing operations		(0.41	)		(0.20	)		(0.22	)		(0.13	)
Loss from discontinued operations		—			(0.41	)		—			(0.09	)
Total basic net loss per share		(0.41	)		(0.61	)		(0.01	)		(0.21	)
Diluted net loss per share
Loss from continuing operations		(0.41	)		(0.20	)		(0.22	)		(0.12	)
Loss from discontinued operations		—			(0.41	)		—			(0.09	)
Total diluted net loss per share		(0.41	)		(0.61	)		(0.22	)		(0.21	)

Weighted average number of common shares outstanding:
Basic and Diluted		3,024,647			2,640,402			3,024,647			2,640,402

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

F-2

GLOBAL INTERACTIVE TECHNOLOGIES, INC. AND ITS SUBSIDIARIES
Condensed Consolidated Statements of Changes in Stockholders’ Equity
For the Three and Six Months Ended June 30, 2025 and 2024

(Unaudited)

	Common Stock				Additional Paid-in and Other		Accumulated			Accumulated other Comprehensive			Total Stockholder’s Equity
	Shares		Amount		Capital		Deficit			Gain (Loss)			(Deficit)
Balance at December 31, 2023		2,640,402	$	52,809	$	51,415,476	$	(38,893,762	)	$	493,942		$	13,068,465
Currency translation adjustment		—	$	—	$	—	$	—		$	(542,705	)	$	(542,705	)
Net loss		—	$	—	$	—	$	(1,047,071	)	$	—		$	(1,047,071	)
Balance at March 31, 2024		2,640,402	$	52,809	$	51,415,476	$	(39,940,833	)	$	(48,763	)	$	11,478,689
Currency translation adjustment		—	$	—		—		—		$	(350,151	)	$	(350,151	)
Net loss		—	$	—		—		(561,900	)		—		$	(561,900	)
Balance at June 30, 2024		2,640,402	$	52,809	$	51,415,476	$	(40,502,733	)	$	(398,914	)	$	10,566,638
Balance at December 31, 2024		2,640,402	$	52,809	$	44,251,046	$	(37,901,301	)	$	(666,470	)	$	5,736,084
Issuance of common stock upon debt conversion at $0.70 per share		300,000	$	5,999	$	204,001	$	—		$	—		$	210,000
Currency translation adjustment		—	$	—	$	—	$	—		$	13,605		$	13,605
Net loss		—	$	—	$	—	$	(566,681	)	$	—		$	(566,681	)
Balance at March 31, 2025		2,940,402	$	58,808	$	44,455,047	$	(38,467,982	)	$	(652,865	)	$	5,393,008
Issuance of common stock upon debt conversion at $0.70 per share		246,666	$	4,934	$	167,732	$	—		$	—		$	172,666
Issuance of common stock upon debt conversion at $1.19 per share		90,123	$	1,802	$	103,642	$	—		$	—		$	105,444
Issuance of common stock upon debt conversion at $1.27 per share		271,634	$	5,433	$	344,977	$	—		$	—		$	350,410
Currency translation adjustment		—		—		—	$	—		$	446,563		$	446,563
Net loss		—		—		—	$	(678,049	)	$	—		$	(678,049	)
Balance at June 30, 2025		3,548,825	$	70,977	$	45,071,398	$	(39,146,031	)	$	(206,302	)	$	5,790,042

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

F-3

GLOBAL INTERACTIVE TECHNOLOGIES, INC. AND ITS SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
For the Six Months Ended June 30, 2025 and 2024

(Unaudited)

	June 30, 2025			June 30, 2024

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss from continuing operations	$	(1,244,730	)	$	(519,212	)
Adjustments to reconcile net income to net cash (used in) provided by operating activities
Depreciation		616			5,232
Loss on disposal of tangible assets		—			24,194
Amortization of right-of-use asset		115,519			—
Amortization of intangible assets		508,551			—
Changes in operating assets and liabilities:
Accounts receivable		(28	)		—
Non-trade receivable		(13,485	)		—
Prepaid expenses and other current assets		5,038			653
Non-trade payable		97,514			232,232
Accrued expenses and other current liabilities		1,360			—
Net cash used in operating activities of continuing operations		(529,645	)		(256,901	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Receipt from collection of short-term loan receivable		—			85,057
Receipt from collection of long-term loan receivable to related parties		—			20,016
Proceeds from the sale of property, plant, and equipment		—			86,000
Net cash (used in) provided by investing activities of continuing operations		—			191,073

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from short-term loan payable		528,015			—
Proceeds from short-term loan payable from related parties		30,063			400
Repayment of short-term loan payable from related parties		(7	)		—
Net cash provided by financing activities of continuing operations		558,071			400
Net change in cash – continued operations		28,426			(65,428	)

Cash from discontinued operations:
Net cash used in operating activities of discontinued operations		—			(233,355	)
Net cash used in investing activities of discontinued operations		—			(5,311,443	)
Net cash used in financing activities of discontinued operations		—			426,084
Net change in cash – discontinued operations		—			(5,118,714	)

Cash beginning of the period- continued operations		2,352			69,688
Cash beginning of the period - discontinued operations		—			5,358,142
Beginning cash		2,352			5,427,830

Cash end of the period – continued operations		10,883			162
Cash end of the period - discontinued operations		—			784
Ending cash		10,883			946

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		28,426			(5,184,142	)

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS		(19,895	)		(242,742	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD		2,352			5,427,830
CASH AND CASH EQUIVALENTS AT END OF THE PERIOD	$	10,883		$	946

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash receipt (paid) for interest – all operations		(5,842	)		6,245
Less Cash receipt for interest - discontinued operations		—			—
Cash receipt (paid) for interest – continued operations	$	(5,842	)	$	6,245
Cash receipt (paid) during the period for interest	$	(5,842	)	$	6,245

Supplemental disclosure of non-cash investing and financing activities:
Offsetting borrowings by converting short-term loans into 908,423 shares of common stock.	$	838,520		$	—
Total	$	838,520		$	—

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

F-4

GLOBAL INTERACTIVE TECHNOLOGIES, INC. AND ITS SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Income
For the Six Months Ended June 30, 2025 and 2024
(Unaudited)

	Six Months Ended June 30,						Three Months Ended June 30,
	2025			2024			2025			2024

NET LOSS	$	(1,244,730	)	$	(1,608,971	)	$	(678,049	)	$	(561,900	)
Other comprehensive loss:
Change in foreign currency translation adjustment		460,168			(892,856	)		446,563			(350,151	)
COMPREHENSIVE LOSS		(784,562	)		(2,501,827	)		(231,486	)		(912,051	)

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

F-5

GLOBAL INTERACTIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements

NOTE 1 — NATURE OF OPERATIONS AND BASIS OF PRESENTATION

Business

Global Interactive Technologies, Inc. is a corporation incorporated in the State of Delaware (together with its subsidiaries, collectively, “GITS”, the “Company”, “we”, “us”, or “our”), and in 2024, we acquired 100% ownership of our subsidiary, Faning Korea, LLC. We aim to become a leading company in the global Korean entertainment market, also known as “Hanryu” or “K-Culture,” through our fan-participation-based social media platform, FANING. The FANING platform is an all-in-one global playground where fans around the world can consume, create, and get rewarded for content related to their interests, and connect with other like-minded fans.

Corporate History

Since the inception of Global Interactive Technologies, Inc in 2018, we have accomplished a number of key objectives, as follows:

Date		Event/Milestone
October 18, 2018		HBC is incorporated under the laws of the ROK with the idea of creating an all-in-one product to capture the growing global momentum and popularity of K-Culture.

October 29, 2020		HBC establishes FNS Co., Ltd(“FNS”). and begins the initial stages of designing and implementing a platform that can create a fandom networking system.

March 11, 2021		HBC establishes Hanryu Times Co., Ltd(“Hanryu Times”). Hanryu Times begins operations as HBC’s media outlet, reporting on and providing up-to-date K-Culture news within the FANTOO platform, across a number of languages, including English, Japanese, Chinese (simplified/traditional), Indonesian, Spanish, Russian, and Portuguese.

March 31, 2021		HBC consummates an agreement and plan of merger (the “Merger Agreement”) with RnDeep, Co. Ltd, a Korean corporation (“RnDeep”), pursuant to which RnDeep merged with and into HBC, with HBC continuing as the surviving corporation (the “RnDeep Acquisition”). As consideration for the RnDeep Acquisition, HBC ratably issued a total 4,150,000 HBC common shares, par value $0.45 per share (“Common Shares”), to the former shareholders of RnDeep. As a result of the RnDeep Acquisition, HBC acquired the underlying technologies that the Company plans on utilizing in the future development of new functions and integrations within the FANTOO platform. Once the FANTOO platform is ready to integrate the technology acquired, this technology will support new functions and integrations including, without limitation, the Company’s enterprise resource planning solution, and its artificial intelligence (“AI”), which the Company plans on using to power many of FANTOO’s upcoming features such as speech synthesis, curated content delivery, deepfake detection and blocking, and nudity detection and blocking.

May 17, 2021		The FANTOO platform is launched and made available to the public.

June 30, 2021		HBC enters into an agreement to acquire all the issued and outstanding common shares of Marine Island (the “Marine Island Acquisition”), which owns the right to use and occupy 19,200 square-feet of office space within the iconic Seoul Marina, located at 160 Yeouiseo-ro, Yeungdeungpo-gu, Seoul, Korea (the “Seoul Marina") from Sewang Co., Ltd. (“Sewang”), for the purchase price of 3,500,000,000 Korean Won (“KRW”), along with the assumption of all Marine Island’s liabilities.

F-6

GLOBAL INTERACTIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements

NOTE 1 — NATURE OF OPERATIONS AND BASIS OF PRESENTATION (cont.)

August 30, 2021		HBC establishes Fantoo Entertainment Co.,Ltd (“Fantoo Entertainment”). Fantoo Entertainment provides a variety of content to the Company’s FANTOO platform, which contributes to the spread of the Korean Wave by promoting new entertainers and artists.

October 3, 2021		HBC consummates the Marine Island Acquisition, making it the owner of 100% of the issued and outstanding common shares of Marine Island.

October 3, 2021		HBC consummates a strategic acquisition of 50.8% of the outstanding common shares of K-Commerce Co.,Ltd(“K-Commerce). In consideration for the shares of K-Commerce, HBC forgave a short-term loan of $270,530 (KRW 309,600,000) owed to HBC by K-Commerce. HBC’s investment into K-Commerce was a strategic acquisition in order to integrate K-Commerce’s retail platform, “SelloveLive” into the FANTOO ecosystem as the FANTOO Fanshop. When launched as the FANTOO Fanshop, K-Commerce’s platform will offer combined services of shopping and live broadcasting, allowing users to easily live-stream travel and share local attractions, local festivals, cultures, and news from around the world. Prior to HBC’s acquisition of its shares in K-Commerce, K-Commerce was 100% owned by Changhyuk Kang, the Company’s former Chief Executive Officer and Donghoon Park, the Company’s Chief Marketing Officer.

October 20, 2021		Hanryu Holdings is incorporated in the State of Delaware.

February 25, 2022 through May 10, 2022		Hanryu Holdings, HBC, and the shareholders of HBC (the “HBC Shareholders”) enter into a share exchange agreement (the “Share Exchange Agreement”), pursuant to which the HBC Shareholders agreed to assign, transfer, and deliver, free and clear of all liens, 100% of the issued and outstanding Common Shares, representing 100% of the voting securities in HBC, to the Company in exchange for the Company issuing 42,565,786 restricted shares of the Company’s common stock, par value $0.001 per share (“Common Stock”) to the HBC Shareholders (the “Share Exchange”). Concurrently with entering into the Share Exchange Agreement, the Company, HBC, and the holders (the “HBC Warrantholders”) of all outstanding warrants to purchase Common Shares (“HBC Warrants”) enter into a warrant exchange agreement, pursuant to which the HBC Warrantholders agreed to assign, transfer, and delivery, free and clear of any liens, 100% of the outstanding HBC Warrants to the Company in exchange for the Company issuing to the HBC Warrantholders 10,046,666 warrants to purchase restricted shares of Common Stock (the “Warrant Exchange”). The Warrants and Common Shares of HBC transferred to the Company in the Share Exchange and the Warrant Exchange constituted 100% of the outstanding equity securities of HBC.

F-7

GLOBAL INTERACTIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements

NOTE 1 — NATURE OF OPERATIONS AND BASIS OF PRESENTATION (cont.)

June 16, 2022		Hanryu Holdings, HBC, the HBC Shareholders, and the HBC Warrantholders consummate the Share Exchange and Warrant Exchange concurrently, pursuant to which HBC became a wholly owned subsidiary of the Company, and the HBC Stockholders and HBC Warrantholders, collectively, acquired a controlling interest in the Company.

June 22, 2022		The Company divests itself of all Kingdom Coin (“KDC”) holdings and terminates all crypto-currency-related activity, including, without limitation, the operation of the MainNet (FandomChain) and the Kingdom Wallet, pursuant to a Business Transfer Agreement (the “Divestiture Agreement”) between HBC and an unaffiliated and unrelated third party, Kingdom Coin Holdings, a Cayman Islands Foundation Company (the “KDC Foundation”) (the “KDC Divestiture”), to substantially reduce its involvement with blockchain technologies. Pursuant to the Divestiture Agreement, as of June 22, 2022, the Company no longer owns any KDC, and no longer conducts or controls the operations, issuances, or sales of KDC. In connection with the KDC Divestiture, the Company revised its procedures regarding FP and no longer allows, nor has the technology to allow, for the transfer of FP outside of the FANTOO platform or the exchange of FP and KDC

August 1, 2023		The shares of the Company are listed on that Nasdaq Capital Market.

December 28, 2023		HBC sold owned whole shares of Hanryu Times, Fantoo Entertainment, and K-Commerce, so the business from the three companies became the discontinued operations.

November 5, 2024		HBC sold its 100% ownership interests in its subsidiaries, FNS Co., Ltd. and Marine Island Co., Ltd., in order to improve its financial structure.

December 4, 2024		We acquired 100% ownership of Faning Korea, LLC to pursue a new business aimed at improving profitability.

December 28, 2024		We sold 100% of our ownership interest in Hanryu Bank Co., Ltd. (“HBC”), our wholly owned subsidiary, to improve our financial structure.

F-8

GLOBAL INTERACTIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements

NOTE 1 — NATURE OF OPERATIONS AND BASIS OF PRESENTATION (cont.)

Going Concern

As of June 30, 2025, the Company had an accumulated deficit of $39,146,031 and a working capital deficiency of $(489,886). In addition, the Company incurred an operating loss of $1,240,399 for the period ended June 30, 2025.

These uncertainties raise substantial doubt about the Company’s ability to continue as a going concern beyond the issuance date of these financial statements. The accompanying financial statements have been prepared assuming the Company will continue as a going concern. These financial statements do not include any adjustments that might result from the Company’s potential inability to continue as a going concern, including potential effects on the recoverability and classification of assets or the amounts and classification of liabilities.

The Company carried out updates to diversify revenue streams within its primary income source, the FANING platform, over several months and launched the newly revamped FANING platform in April 2025. The revamped FANING platform has been restructured with a user-centric approach and is designed to focus on achieving profitability. In addition, the Company plans to enter the K-Food products and entertainment business through its subsidiary, Faning Korea, LLC. Furthermore, the Company is pursuing a capital increase and borrowings to secure additional working capital. However, there is no assurance that these plans will succeed or that future financing efforts will generate sufficient capital to sustain the Company’s operations.

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting policies followed by the Company in the preparation of the accompanying consolidated financial statements follows:

Principles of Consolidation

The Company’s consolidated financial statements include Global Interactive Technologies and its wholly owned subsidiary Faning Korea, LLC, which was acquired on December 4, 2024. Additionally, all significant intercompany transactions and balances have been eliminated in consolidation.

Changes in the consolidated group’s interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.

On November 5, 2024, Hanryu Bank Co. Ltd (“HBC”) sold all of its equity interests in FNS Co. Ltd and Marin Island Co. Ltd. Furthermore, on December 28, 2024, Global Interactive Technologies (“the Company”) sold all of its equity interest in Hanryu Bank Co. Ltd (“HBC”). As a result, these subsidiaries will be excluded from consolidation starting from the date of the equity sales.

Reclassifications

Certain reclassifications have been made in the prior year financial statements to conform to current year classifications.

These reclassifications had no effect on the previously reported net loss or shareholders’ equity.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of the identifiable net assets acquired in a business combination. Goodwill is not amortized but is tested for impairment at least annually, or more frequently if events or changes in circumstances indicate that the carrying value may not be recoverable. The Company performs its annual impairment assessment on goodwill as of December 31 of each fiscal year. As of December 31, 2024, the Company performed an impairment assessment and fully impaired goodwill in the amount of $94,264, recognizing it as an impairment loss on intangible assets.

Intangible Assets

Intangible assets acquired separately are recorded at cost, and those acquired in a business combination are recognized at fair value as of the acquisition date. The Company’s intangible assets primarily consist of trademarks, customer relationships, and software, which are amortized on a straight-line basis over their estimated useful life of 5 years. The Company reviews the recoverability of its intangible assets whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company performed impairment assessments as of June 30, 2025, and as of December 31, 2024, and no impairment was recognized.

F-9

GLOBAL INTERACTIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (cont.)

Foreign Currency

The Company’s functional currency for all operations is the KRW. The Company’s accounting records are maintained in KRW, and translated into U.S. Dollars at year-end for the purposes of presentation. During the translation process, the year-end closing exchange rate is used for the valuation of all assets and liabilities, historical exchange rate is used to value stockholder’s equity, and the average exchange rate for the year is used for the calculation of the consolidated financial statements. The net impact of the translation into the U.S. Dollar is included in the accumulated other comprehensive income (loss) of the Company’s consolidated balance sheet as of June 30, 2025 and December 31, 2024. During the periods ended June 30, 2025, there was a fluctuation in the exchange rates ranging from KRW 1,470.00/USD $1 to KRW 1,356.40/USD $1. Also, cash flows are also translated at average translation rates for the periods, therefore, amounts reported on the statement of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets.

Use of Estimates

The preparation of the Company’s consolidated financial statements and related disclosures in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Management evaluates its estimates on an ongoing basis. Although estimates are based on the Company’s historical experience, knowledge of current events and actions it may undertake in the future, actual results may materially differ from these estimates and assumptions.

Cash and Cash Equivalents

The Company considers all highly liquid investments with maturities of three months or less at the date of purchase to be cash equivalents. The Company maintains its cash in bank deposit accounts which, at times, may exceed the federal insurance limit, and the balance of deposit accounts of the Company exceed the federal insurance limit as of June 30, 2025.

Accounts Receivable

Accounts receivables are recorded at the invoiced amount and do not bear interest. Amounts collected on trade accounts receivable are included in net cash provided by operating activities in the consolidated statements of cash flows. The Company maintains an Allowance for credit losses for estimated losses inherent in its accounts receivable portfolio. In establishing the required allowance, management considers historical losses adjusted to take into account current market conditions and customers’ financial condition in dispute, and the current receivables aging and current payment patterns. The Company reviews its Allowance for credit losses quarterly. Past-due balances over 90 days and over a specified amount are reviewed individually for collectability. Account balances are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company recorded the allowance of $0 on the accompanying consolidated balance sheets as of June 30, 2025 and December 31, 2024. The Company does not have any off-balance-sheet credit exposure related to its customers.

F-10

GLOBAL INTERACTIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (cont.)

Non-Trade Receivables

Non-trade receivables are recorded at the invoiced amount and do not bear interest. Amounts collected on non-trade receivables are included in net cash provided by operating activities in the consolidated statements of cash flows. The Company maintains an Allowance for credit losses for estimated losses inherent in its non-trade receivables portfolio. In establishing the required allowance, management considers historical losses adjusted to take into account current market conditions and customers’ financial condition in dispute, and the current receivables aging and current payment patterns. The Company reviews its Allowance for credit losses quarterly. Past-due balances over 90 days and over a specified amount are reviewed individually for collectability. Account balances are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company has no allowance for credit losses as of June 30, 2025, and has set an allowance for credit losses of $16,179,823 in full as of December 31, 2024, related to the loan balance from the sale of subsidiaries. The Company does not have any off-balance-sheet credit exposure related to its customers.

Credit Losses

The Company maintains current receivable amounts with most of its customers and vendors. The Company regularly monitors and assesses its risk of not collecting amounts owed by them. This evaluation is based upon an analysis of current and past due amounts, along with relevant history and facts particular to the customer. The Company records its allowance for credit losses based on the results of this analysis. The analysis requires the Company to make significant estimates and as such, changes in facts and circumstances could result in material changes in the allowance for credit losses. The Company considers as past due any receivable balance not collected within its contractual terms.

The Company wrote off $16,179,823 of short-term loan receivables as of December 31, 2024.

Revenue Recognition

The Company anticipates generating revenues from (i) FANING platform through advertising, direct sales, and user to user commissions, and (ii) other businesses. Revenue billed or collected in advance will be recorded as deferred revenue until the event occurs or until applicable performance obligations are satisfied.

Revenue is recognized when the Company transfers promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods and services. In this regard, revenue is recognized when: (i) the parties to the contract have approved the contract (in writing, orally, or in accordance with other customary business practices) and are committed to perform their respective obligations; (ii) the entity can identify each party’s rights regarding the goods or services to be transferred; (iii) the entity can identify the payment terms for the goods or services to be transferred; (iv) the contract has commercial substance (that is, the risk, timing, or amount of the entity’s future cash flows is expected to change as a result of the contract); and (v) it is probable that the entity will collect substantially all of the consideration to which it will be entitled in exchange for the goods or services that will be transferred to the customer.

Transaction prices are based on the amount of consideration to which we expect to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties, if any. We consider the explicit terms of the revenue contract, which are typically written and executed by the parties, our customary business practices, the nature, timing, and the amount of consideration promised by a customer in connection with determining the transaction price for our revenue arrangements. Refunds and sales returns historically have not been material.

F-11

GLOBAL INTERACTIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (cont.)

For the Periods ended June 30, 2025 and June 30, 2024, the Company recognized product sales revenue amounting to $0 and $0. Revenue is derived at the point in time when merchandise is sold and shipped or delivered to customers. Merchandise sales are fulfilled with inventory sourced from our owned inventory. Although the Company does not currently have any inventory as of the balance sheet date, the Company, from time to time, may hold products in inventory for an abbreviated amount of time before shipping such inventory and recognizing the corresponding revenue.

Revenue is recognized when control of the product passes to the customer, typically at the date of delivery of the merchandise to the customer, or the date a service is provided and is recognized in an amount that reflects the expected consideration to be received in exchange for such goods or services. As such, customer orders are recorded as unearned revenue prior to delivery of products or services ordered. If the Company ships high volumes of packages through multiple carriers, the Company will use estimates to determine which shipments are to be delivered and, therefore, recognized as revenue at the end of the period. Delivery date estimates are based on average shipping transit times, which are calculated using the following factors: (i) the type of shipping carrier (as carriers have different in-transit times); (ii) the fulfilment source; (iii) the delivery destination; and (iv) actual transit time experience, which shows that delivery date is typically one to eight business days from the date of shipment. The Company reviews and updates our estimates on a quarterly basis based on our actual transit time experience. However, actual shipping times may differ from our estimates.

Generally, the Company requires authorization from credit cards or other payment vendors whose services the Company offers to customers or verification of receipt of payment, before the Company ships products to purchasers. The Company generally receives payments from our customers before our payments to our suppliers are due. The Company does not recognize assets associated with costs to obtain or fulfill a contract with a customer.

Shipping and handling is considered a fulfillment activity, as it takes place prior to the customer obtaining control of the merchandise, and fees charged to customers are included in net revenue upon completion of our performance obligations. The Company presents revenue net of sales taxes, discounts, and expected refunds.

Merchandise sales contracts include terms that could cause variability in the transaction price for items such as discounts, credits, or sales returns. Accordingly, the transaction price for product sales includes estimates of variable consideration to the extent it is probable that a significant reversal of revenue recognized will not occur. At the time of sale, the Company estimates a sales return liability for the variable consideration based on historical experience, which is recorded within “Accrued Liabilities” in the consolidated balance sheet. The Company records an allowance for returns based on current period revenues and historical returns experience. The Company analyzes actual historical returns, current economic trends and changes in order volume, and acceptance of our products when evaluating the adequacy of the sales returns allowance in any accounting period.

The Company evaluates the criteria outlined in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606-10-55, Principal versus Agent Considerations, in determining whether it is appropriate to record the gross amount of merchandise sales and related costs or the net amount earned as commissions. When the Company is the principal in a transaction and controls the specific good or service before it is transferred to the customer, revenue is recorded gross; otherwise, revenue is recorded on a net basis. Currently, the Company records all advertising revenue as a net basis, and other revenues are recorded as a gross basis, and the revenues as a gross basis for the periods ended June 30, 2025 and June 30, 2024 are $29 and $0. Through contractual terms with our partners, we have the ability to control the promised goods or services and as a result record the majority of the revenue on a gross basis. The Company did not record revenue amounts as it classified the subsidiaries, from which past revenue was generated, as discontinued operations following their sale in 2024.

F-12

GLOBAL INTERACTIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (cont.)

Cost of Revenue

Cost of revenue is recognized at the time the products or services are delivered to the customers. Cost of revenue includes all direct labor, material, shipping and handling cost and other direct costs such as travel, postage, telecommunication, vehicle charge, printing, and training, and allocated indirect costs related to revenue such as supplies, utilities, office equipment rental, and computers.

Property Plant and Equipment

Property plant and equipment are carried at cost (see Note 5). Depreciation expense is provided over the estimated useful lives of the assets using the straight line method for vehicles and the declining balance method for fixtures and equipment. A summary of the estimated useful lives is as follows:

Classification	Estimated Useful Life in Years
Vehicles		5
Fixtures		5
Equipment		5

Maintenance and repairs are charged to expense as incurred, while any additions or improvements are capitalized.

The Company evaluates property and equipment for impairment when facts and circumstances indicate that the carrying values of such assets may not be recoverable. When evaluating for impairment, the Company first compare the carrying value of the asset to the asset’s estimated future undiscounted cash flows. If the estimated undiscounted future cash flows are less than the carrying value of the asset, the Company determines if there is an impairment loss by comparing the carrying value of the asset to the asset’s estimated fair value and recognizes an impairment charge when the asset’s carrying value exceeds its estimated fair value. The fair value of the asset is estimated using a discounted cash flow model based on forecasted future revenues and operating costs, using internal projections. There were no significant property and equipment asset impairment charges recorded during the year ended June 30, 2025, and the year ended December 31, 2024.

Impairment of Long-Lived Assets

The Company assesses the recoverability of long-lived assets whenever events or changes in circumstances indicate that their carrying value may not be recoverable. If the cost basis of a long-lived asset is greater than the projected future undiscounted net cash flows from such asset, an impairment loss is recognized. Impairment losses are calculated as the difference between the cost basis of an asset and its estimated fair value. There were no significant long-lived assets impairment charges recorded during the year ended June 30, 2025 and the year ended December 31, 2024.

F-13

GLOBAL INTERACTIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (cont.)

Concentrations of Credit Risk

Cash and cash equivalents are financial instruments that potentially subject the Company to concentrations of credit risk. The Company may maintain deposits in financial institutions in excess of government insured limits. The Company believes that it is not exposed to significant credit risk as its deposits are held at financial institutions that management believes to be of high credit quality and the Company has not experienced any losses on these deposits. The Company is also potentially subject to concentrations of credit risk in its accounts receivable and loans. Credit risk with respect to receivables is limited due to the number of companies comprising the Company’s customer base. Credit risk with respect to loans is limited since they are made principally related to the collaborative activities between the Company and loan holders. Since the Company is directly affected by the financial condition of its customers and loan holders, management carefully watch if any significant credit risks exist, and they will make actions to remove or mitigate such risks if there are any. As of June 30, 2025 and December 31, 2024, there were no outstanding accounts receivable balances. The Company believes that the credit risk related to accounts receivable is manageable and controllable as of June 30, 2025 and December 31, 2024. Generally, the Company does not require collateral or other securities to support its accounts receivable and loans.

Fair Value of Financial Instruments

The fair value of Company’s financial instruments, consisting of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities, debt receivables, debt payables approximate their recorded amounts due to their relatively short settlement terms.

Fair Value Measurements

The Company applies a three-level valuation hierarchy for fair value measurements. The categorization of assets and liabilities within the valuation hierarchy is based on the lowest level of input that is significant to the measurement of fair value.

Level 1		Inputs to the valuation methodology utilize unadjusted quoted market prices in active markets for identical assets and liabilities.

Level 2		Inputs to the valuation methodology are other observable inputs, including quoted market prices for similar assets and liabilities, quoted prices for identical and similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

Level 3		Inputs to the valuation methodology are unobservable inputs based on management’s best estimate of the inputs that market participants would use in pricing the asset or liability at the measurement date, including assumptions about risk.

A change to the level of an asset or liability within the fair value hierarchy is determined at the end of a reporting period.

Earning (Loss) Per Share

Basic earning (loss) per share is computed by dividing the income or loss by the weighted-average number of outstanding shares of Common Stock for the applicable period. Diluted earning (loss) per share is computed by dividing the income or loss by the weighted-average number of outstanding shares of Common Stock for the applicable period, including the dilutive effect of Common Stock equivalents. Potentially dilutive Common Stock equivalents primarily consist of warrants issued in connection with financings. For purposes of computing both basic and diluted earning (loss) per share, income or loss shall exclude the income or loss attributable to the non-controlling interest. The Company calculates net loss per share in accordance with FASB ASC Topic 260, Earnings Per Share. Basic net loss per share amounts have been computed by dividing net loss excluded loss attributable to the non-controlling interest by the weighted-average number of common shares outstanding during the period. For the Periods ended June 30, 2025 and 2024, the Company reported net losses and, accordingly, potential common shares were not included since such inclusion would have been anti-dilutive. As a result, our basic and diluted net loss per share are the same because the Company generated a net loss in all periods presented.

F-14

GLOBAL INTERACTIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (cont.)

Income Taxes

Deferred income tax assets and liabilities are determined based on differences between the financial statement reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws in effect when the differences are expected to reverse. The measurement of deferred income tax assets is reduced, if necessary, by a valuation allowance for any tax benefits which are not expected to be realized. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in the period that such tax rate changes are enacted. We have determined that all of our deferred tax benefits are not likely to be realized due to our historical and expected future taxable losses. Accordingly, we have maintained a full valuation allowance.

The Company applies the provisions of FASB ASC Topic 740-10, Uncertainty in Income Taxes. The Company has evaluated our tax positions, and there are none as of June 30, 2025 and December 31, 2024.

Income taxes on the Company’s taxable income from operating activities are subject to various tax laws and determinations of the authority in the ROK. Regarding taxes payable in the ROK, if a certain portion of taxable income is not used for investments or for increases in wages or dividends, in accordance with the Tax System for Recirculation of Corporate Income, the Company is liable to pay additional income tax calculated based on Korean tax law.

The Company assesses uncertainty over a tax treatment. When the Company concludes it is not probable that the taxation authority will accept an uncertain tax treatment, the Company will reflect the effect of uncertainty for each uncertain tax treatment by using either of the following methods, depending on which method the Company expects to better predict the resolution of the uncertainty;

●

The most likely amount: The single most likely amount in a range of possible outcomes.

●

The expected value: The sum of the probability-weighted amounts in a range of possible outcomes.

Lease

Under ASC 842, the determination of whether an arrangement is a lease is made at the lease’s inception and a contract is (or contains) a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Control is defined under the standard as having both the right to obtain substantially all of the economic benefits from use of the asset and the right to direct the use of the asset. Management only reassesses its determination if the terms and conditions of the contract are changed. Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities, and operating lease liabilities in our balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in our balance sheets.

ROU assets represent our right to use an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments. Operating lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The Company uses the implicit rate when it is readily determinable. Since most of the Company’s leases do not provide an implicit rate, to determine the present value of lease payments, management uses the Company’s incremental borrowing rate based on the information available at lease commencement. Operating lease ROU assets also includes any lease payments made and excludes any lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 months or less are not recorded on the balance sheet.

F-15

GLOBAL INTERACTIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (cont.)

Recently Issued Accounting Standards

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This update enhances the transparency of income tax disclosures by requiring detailed information on the effective tax rate reconciliation and income taxes paid by jurisdiction. The amendments are effective for annual periods beginning after December 15, 2024, with early adoption permitted.

In March 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income (Subtopic 220-40): Expense Disaggregation Disclosures. This update requires entities to disclose more detailed information about the nature of the expenses within certain income statement captions (such as cost of sales, SG&A, etc.). The standard is effective for fiscal years beginning after December 15, 2024, and interim periods within fiscal years beginning after December 15, 2025. Early adoption is permitted.

The Company is currently evaluating the impact of these new standards and does not expect them to have a material effect on its financial statements upon adoption.

NOTE 3 — SHORT-TERM LOAN RECEIVABLES

The following table summarizes information with regard to short-term loan receivables outstanding as of June 30, 2025 and December 31, 2024, and the interest income from short-term loan receivables is $0 and $0 for the three months ended June 30, 2025 and June 30, 2024.

	Interest Rate			June 30, 2025			December 31, 2024
LA PRIMERA CAPITAL INVESTMENTS		0	%	$	30,000		$	30,000
AMERIDGE CORPORATION		0 .1	%		11,000			11,000
HANRYU BANK CO.LTD		0	%		14,721,901			14,721,901
FNS CO.LTD		0	%		250,332			250,332
Due to exchange rate fluctuations					1,257,374			1,166,928
Sub Total					16,270,607			16,180,161
(-)Allowance for credit losses					(16,270,241	)		(16,179,823	)
Total short-term loans				$	366		$	338

For the fiscal year ended December 31, 2024, the Company wrote off short-term loan receivables in the amount of $16,179,823, based on the fact that more than six months had passed since the loan due dates and after assessing the recoverability of the amounts. Hanryu Bank Co. Ltd. and FNS Co. Ltd. were excluded from the consolidated subsidiaries as of 2024 due to the sale of all their shares.

Allowance for credit losses related to short-term loan receivables denominated in foreign currencies was recognized. The bad debt expense presented in the statement of operations was translated using the average exchange rate, while the allowance balance in the balance sheet was translated using the closing exchange rate. The difference between these amounts arises from exchange rate fluctuations and does not represent an actual change in the amount of credit loss or additional provision.

F-16

GLOBAL INTERACTIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements

NOTE 4 — PROPERTY PLANT AND EQUIPMENT

Property plant and equipment consist of the following:

	June 30, 2025			December 31, 2024
Fixtures	$	6,033		$	5,567
Less accumulated depreciation		(3,804	)		(2,911	)
Property plant and equipment, net	$	2,229		$	2,656

Total depreciation expense for the six months ended June 30, 2025 and 2024 are $616 and $5,232 Depreciation expense is reflected in operating cost and expenses in the Condensed Consolidated statements of operations.

NOTE 5 — SOFTWARE

The Company acquired the software through two transactions: (1) an asset transfer agreement with its former subsidiary, Hanryu Bank Co., Ltd., from which all equity interest was sold in December 2024, and (2) the transfer of the Faning application. The acquisition cost of $4,940,000 was determined based on an independent appraisal. The software is classified as an intangible asset in accordance with ASC 350 – Intangibles—Goodwill and Other, and is being amortized on a straight-line basis over its estimated useful life of five years.

	June 30, 2025			December 31, 2024
Acquisition cost	$	4,940,000		$	4,940,000
Less Accumulated amortization		(508,551	)		(—	)
Due to exchange rate fluctuations		386,908			—
Net book value	$	4,818,357		$	4,940,000

The Company regularly evaluates the recoverability of its software assets. As of June 30, 2025, and December 31, 2024, based on the recoverability analysis, no impairment of the software assets was deemed necessary.

The accumulated amortization and amortization expense related to the software are reported in foreign currency and have been affected by exchange rate fluctuations. The accumulated amortization is reported using the closing exchange rate, while the amortization expense is calculated using the average exchange rate. As a result, differences arising from exchange rate fluctuations occurred. These differences do not reflect an actual change in the value of the asset or additional amortization expense, but rather reflect the impact of exchange rate fluctuations.

F-17

GLOBAL INTERACTIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements

NOTE 6 — LEASE

The Company uses approximately 19,200 square feet of office space at the Seoul Marina free of charge. Although there is no formal lease agreement, the Company determined that the ASC 842 accounting standard applies and recognized the fair value of the rent-free use of the property through May 2031 as a right-of-use (ROU) asset, with corresponding lease expense recognized in the statement of operations.

At the time of initial acquisition from SMC in July 2021, the Company used the following assumptions:

●

Annual lease cost: 300,000,000 Korean Won

●

10-year present value calculation

●

Assumed annual rent increase: -4.96%

●

Interest rate: 3%

●

10-year Korean government bond yield: 2.11%

●

Exchange rate: 1,188.5 KRW/USD

Based on the assumptions outlined, the Company calculated the present value of 10 years of free rent to be $2,775,512 and recognized it as a long-term right-of-use (ROU) asset as of June 30, 2021. Since the space was provided free of charge, no lease liability was recognized. The ROU asset was amortized at approximately $23,000 per month over the 10-year lease term.

As the Company initially allocated $2,935,658 to the SMC receivable and leasehold rights, an impairment loss of $158,278 was recognized on the ROU asset as of December 31, 2021.

In December 2024, the Company sold its entire equity interest in Hanryu Bank Co., Ltd. (“HBC”), a subsidiary that held the rent-free rights to the Seoul Marina building. However, through an asset transfer agreement between the Company and HBC, the Company acquired the rent-free rights to the Seoul Marina building. The transfer amount was based on the net book value of the ROU asset as of the contract date and was offset against the Company’s outstanding loan receivable. As of June 30, 2025 and December 31, 2024, the carrying amounts of the ROU asset were $1,459,342 and $1,458,780, respectively. Lease cost is $115,519 for the six months ended June 30, 2025. The carrying amount of the ROU asset reflects the exchange rate fluctuation from 1,470.00KRW/USD as of December 31, 2024, to 1,356.40KRW/USD as of June 30, 2025.

NOTE 7 — SHORT-TERM LOAN PAYABLES

The following table summarizes information with regard to short-term loan payables outstanding as of June 30, 2025 and December 31, 2024.

	Interest Rate			June 30, 2025		December 31, 2024
Mijung Oh		0.0	%	$	8,346	$	5,436
Changhyuk Kang		0.0	%		14,775		15,000
Jeyoun Baeg		0.0	%		1,474		—
Jaeman Lee		4.6	%		84,006		255,286
Total short-term loan payables				$	108,601	$	275,722

The Company recognized interest expense of $5,842 and $0 for the periods ended June 30, 2025 and June 30, 2024, respectively.

As of June 30, 2025, the balance of short-term borrowings includes amounts borrowed in Korean Won, which have been converted into U.S. dollars using the exchange rate as of June 30, 2025 (e.g., 1 USD = 1,356.40 KRW). This may result in differences due to fluctuations in the exchange rate.

The short-term borrowing balance of $255,286 from Jaeman Lee, which was classified as a related party as of December 31, 2024, has been reclassified and corrected as a general short-term borrowing by excluding him from related parties

NOTE 8 — SHORT-TERM LOAN PAYABLES FROM RELATED PARTIES

The following table summarizes information regarding short-term loan payables from related parties as of June 30, 2025 and December 31, 2024. Taehoon Kim is the CEO of the Company.

	June 30, 2025		December 31, 2024
Taehoon Kim	$	617	$	—
Hangmuk Shin		—		94,321
Total	$	617		349,607

As of June 30, 2025, the interest rate on the loan payables is 0% per annum, and the total interest accrued amounts to $0. There are no other financial covenants.

The full amount of the loan from Hangmuk Shin, totaling $94,321, was converted into equity on May 7, 2025.

F-18

GLOBAL INTERACTIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements

NOTE 9 — FAIR VALUE MEASUREMENTS

Fair value has been determined on a basis consistent with the requirements of FASB ASC Topic 825, Financial Instruments, and the Company adopted on a prospective basis required provisions of FASB ASC Topic 820, Fair Value Measurement.

Financial Items Measured at Fair Value on a Recurring Basis

The carrying amounts reported in the Condensed Consolidated balance sheet for short-term financial instruments, including cash and cash equivalents, short-term loans, accounts receivable, prepaid expenses, short-term borrowings, accrued expense and other current liabilities due to the short maturities of these instruments.

Assets and liabilities measured at fair value on a recurring basis as of June 30, 2025 and December 31, 2024 are summarized in the table below.

June 30, 2025

Level 1

Level 2

Level 3

Total

Assets

Investments

—

Liabilities

Bonds with warrants

—

December 31, 2024

Level 1

Level 2

Level 3

Total

Assets

Investments

—

Liabilities

Bonds with warrants

—

Financial Items Measured at Fair Value on a Nonrecurring Basis

There are no financial assets or liabilities measured at fair value on a nonrecurring basis as of June 30, 2025 and December 31, 2024.

Nonfinancial Items Measured at Fair Value on a Recurring Basis

There are no nonfinancial assets measured at fair value on a recurring basis as of June 30, 2025 and December 31, 2024.

Nonfinancial Items Measured at Fair Value on a Nonrecurring Basis

The fair value of long-lived assets is measured whenever the carrying value of long-lived asset or asset group is not recoverable on an undiscounted cash flow basis. No impairment is recognized for long-lived assets as of June 30, 2025 and December 31, 2024.

NOTE 10 — SIGNIFICANT NON-CASH TRANSACTION

The company engaged in the following significant non-cash investing and financing activities for the six months ended June 30, 2025 and June 30, 2024.

	June 30, 2025		June 30, 2024
Offsetting borrowings by converting short-term loans into 908,423 shares of common stock	$	838,520	$	—
Total	$	838,520	$	—

For the six months ended June 30, 2025, the conversion of short-term loan payables to equity amounted to $838,520, which reflected the issuance of 908,423 shares of common stock and a decrease of $838,520 in short-term loan payables.

F-19

GLOBAL INTERACTIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements

NOTE 11 — SHARE CAPITAL

As of June 30, 2025 and December 31, 2024, Global Interactive Technologies’ total authorized capital stock is 110,000,000 shares, consisting of 100,000,000 shares of Common Stock, par value $0.001 per share, and 10,000,000 shares of undesignated preferred stock, par value $0.001 per share. (On January 27, 2025, the Company executed a 1-for-20 reverse stock split, reducing the total issued shares from 52,808,589 to 2,640,402, and adjusted the par value from $0.001 to $0.02 in the consolidated financial statements. However, the charter amendment to formalize the par value change is scheduled to be approved at the shareholders’ meeting to be held during 2025. Accordingly, references to par value outside the consolidated financial statements reflect the current legal par value of $0.001.)

On January 4, 2023, through March 8, 2023, warrants of $1,813,120 were exercised with an exercise price of $1.27 to purchase 1,427,653 shares of Common Stock by cash of $1,420,144 and debt conversion of $392,776.

In February and March of 2023, the Company closed two private placements solely to accredited investors (as defined by Rule 501(a) of Regulation D of the Securities Act) pursuant to which the Company sold an aggregate amount of 240,000 shares of common stock for $10.00 per share, resulting in gross proceeds of $2,400,000. The purchase price of the common stock purchased in the private placements is subject to adjustment to the price of the common stock sold in the Company’s IPO, such that additional common stock shall be issued to the purchasers if the price of common stock sold in the IPO is less than $10.00 per share, or the purchasers shall return common stock to the Company if the price of the common stock sold in the IPO is greater than $10.00 per share, in each case resulting in the purchasers purchasing an aggregate amount of $2,400,000 of Company common stock at the IPO price. The offerings were exempt from registration under Section 4(a)(2) of the Securities Act. The subscription agreements pursuant to which the common stock was sold to accredited investors contain customary representations and warranties of the Company and the investors and customary indemnification rights and obligations of the parties.

On March 24, 2023, warrants of $8,400 were exercised with an exercise price of $0.42 to purchase 20,000 shares of Common Stock by cash. On April 13, 2023, warrants of $420,000 were exercised with an exercise price of $0.42 to purchase 1,000,000 shares of Common stock by cash.

On May 4, 2023, thorough May 8, 2023, warrants of $3,894,666 were exercised with an exercise price of $1.27 to purchase 3,066,666shares of Common stock by cash.

On May 31, 2023, the Company completed a private placement to solely to an accredited investor (as defined by Rule 501(a) of Regulation D of the Securities Act) pursuant to which the Company sold an aggregate amount of 760,000 shares of common stock for $10.00 per share, resulting in gross proceeds of $7,600,000.

On July 31 2023, the Company consummated its initial public offering (the “IPO”) of 877,328 shares of Comon stock at a public offering price of $10.00 per share, generating gross proceeds of $8,773,280. Net proceeds from the IPO was approximately $7.7 million after deducting underwriting discounts and commissions and other offering expenses of approximately $1.1 million.

The Company also granted the underwriters a 45-day option to purchase up to 131,599 additional shares (equal to 15% of the shares of Common stock sold in the IPO) to cover over-allotments, if any, which the underwriters did not exercise. In addition, the Company issued to the representative of the underwriters warrants to purchase a number of shares of Common stock equal to 5.0% of the aggregate number of Common stocks sold in the IPO (including shares of Common stock sold upon exercise of the over-allotment option).

F-20

GLOBAL INTERACTIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements

NOTE 11 — SHARE CAPITAL (cont.)

The representative’s warrants will be exercisable at any time and from time to time, in whole or in part, during the four-and-½-year period commencing six months from the date of commencement of the sales of the shares of Common stock in connection with the IPO, at an initial exercise price per share of $10.00 (equal to 125% of the initial public offering price per share of class A common stock). No representative’s warrants have been exercised.

As a result, the total number of issued and outstanding shares of Common Stock issued increased from 45,416,942 to 52,808,589.

On January 27, 2025, the Company implemented a 1-for-20 reverse stock split. As a result, the total number of issued shares decreased from 52,808,589 to 2,640,402.

On February 17, 2025, the Company converted a loan of $210,000 into equity by issuing 300,000 shares of common stock. As a result, the total number of issued shares increased to 2,940,402. Each holder of common stock is entitled to one vote per share at all meetings of stockholders.

On May 7, 2025, the Company converted a loan of $455,854 into equity by issuing 361,757 shares of common stock. As a result, the total number of issued shares increased to 3,302,159. Each holder of common stock is entitled to one vote per share at all meetings of stockholders.

On May 20, 2025, the Company converted a loan of $172,666 into equity by issuing 246,666 shares of common stock. As a result, the total number of issued shares increased to 3,548,825. Each holder of common stock is entitled to one vote per share at all meetings of stockholders.

NOTE 12 — COMMITMENTS AND CONTINGENCIES

Legal Matters

On November 6, 2024, the Financial Services Commission of Korea notified the Company that it intends to impose an administrative fine of KRW 142,100,000 on Hanryu Holdings, Inc. (the former name of the Company), alleging that the Company failed to submit a securities registration statement in Korea in connection with the portion of the IPO funds raised from Korean investors in 2023.

In response, the Company contested the notice, asserting that it only held an information session without soliciting subscriptions, and that Hanryu Holdings, Inc. is a U.S. corporation not subject to Korean regulations and therefore not obligated to file a securities registration statement in Korea. However, on March 27, 2025, the Financial Services Commission rejected the Company’s objection.

As a result, on June 24, 2025, the Company filed an administrative appeal with the Korea Central Administrative Appeals Commission seeking cancellation of the administrative fine. An administrative appeal to the Administrative Appeals Commission is a non-judicial procedure that can be filed prior to an administrative lawsuit, and based on the outcome of the appeal, the Company may file an administrative lawsuit with the court.

NOTE 13 — RELATED PARTY TRANSACTIONS

The company conducts transactions with related parties under standard commercial terms and follows appropriate procedures to protect the company’s interests. Below are the related party transaction details as of June 30, 2025, and December 31, 2024.

	June 30, 2025		December 31, 2024
Taehoon Kim	$	617	$	—
Hangmuk Shin		—		94,321
Total	$	617		94,321

Taehoon Kim(CEO)

- On January 8, 2025, the Company entered into a short-term loan agreement with Taehoon Kim with a principal amount of $617 and an interest rate of 0%. The maturity date is January 7, 2026, and the loan is scheduled to be repaid in full at maturity.

NOTE 14 — DISPOSAL OF SUBSIDIARIES AND DISCONTINUED OPERATIONS

Hanryu Bank Co. Ltd (“HBC”) sold 100% of its shares in FNS Co. Ltd for $733 and Marin Island Co. Ltd for $367 on November 5, 2024, to improve its financial structure. Additionally, Global Interactive Technologies, Inc. (“the Company”) sold 100% of its shares in Hanryu Bank Co. Ltd (“HBC”) for $2,200 on December 28, 2024. From the date of these sales, the three subsidiaries are no longer included in the consolidated financial statements and are classified as discontinued operations. A gain of $18,832,006 was recognized from the disposal of the shares in these three subsidiaries.

F-21

GLOBAL INTERACTIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements

NOTE 14 — DISPOSAL OF SUBSIDIARIES AND DISCONTINUED OPERATIONS (cont.)

The following table outlines the calculation of the gain on disposal related to the sale of the subsidiaries on November 5, 2024, and December 28, 2024.

	As of December 28, 2024
Consideration received (sale price)	$	3,300
The carrying amount of any noncontrolling interest		—
Net liabilities		11,502,964
foreign exchange difference		894,109
Gain on disposal of subsidiaries	$	12,400,373

1. In connection with the deconsolidation of Hanryu Bank Co.Ltd in 2024, the Company reclassified $7,164,430 of Additional Paid-in Capital to Accumulated Deficit, in accordance with ASC 810-10-40. This amount was arouse from group restructuring of the same subsidiary’s equity at the consolidated level, resulting from differences between the subsidiary’s equity structure and the consolidated equity accounts. The reclassification is reflected in the Consolidated Statement of Stockholders’ Equity for the year ended December 31, 2024.

2. The gain or loss on the disposal of investments in subsidiaries was calculated based on the difference between the consideration received and the net assets of the subsidiaries. In this process, the net assets of the subsidiaries were translated using the exchange rate as of December 31, 2024, while the gain or loss on disposal was calculated using the average exchange rate for the year 2024. As a result, a foreign exchange difference arose due to the use of different exchange rates. This difference was not recognized separately as a foreign exchange gain or loss, but was included in the gain or loss on disposal.

The financials of the three companies for the years ended December 31, 2024 are as follows.

	December 31, 2024
CURRENT ASSETS:	$	39,653,805
Cash and Cash Equivalents		1,408
Short-term loans		26,550,250
Accounts receivable, net of allowance		5,971,432
Non-trade receivables		24,320
Prepaid expenses and other receivables		7,106,395
PROPERTY PLANTAND EQUIPMENT, NET		247,188
Operating lease right-of-use asset		—
Other Asset		216,258
Total Assets	$	40,117,251

CURRENT LIABILITIES:	$	51,620,215
Short-term borrowings		40,248,754
Non-trade accounts payable		8,211,344
Bonds with Warrants		3,061,224
Accrued expenses and other current liabilities		98,893
Total Liabilities	$	51,620,215
Total Stockholder’s Equity (Deficiency)	$	(11,502,964	)

	December 31, 2024
Sales		196
Cost of Revenue		—
Gross profit (Loss)	$	196
OPERATING EXPENSES:		1,489,006
OPERATING LOSS		(1,488,810	)
OTHER INCOME(EXPENSE):		100,492

Net loss before taxes		(1,338,318	)
Income tax expense		—
NET INCOME(LOSS)	$	(1,338,318	)

NOTE 15 — SUBSEQUENT EVENTS

The Company is currently conducting a public offering in collaboration with the underwriter D. Boral Capital, LLC to raise working capital. (Refer to the SEC filing dated August 1, 2025.)

F-22

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

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited condensed consolidated financial statements and the related notes and other financial information included elsewhere in this Quarterly Report on Form 10-Q and with our audited consolidated financial statements included on in our Annual Report on Form 10-K for the year ending December 31, 2024. As discussed in the section titled “Note Regarding Forward-Looking Statements,” the following discussion and analysis contains forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those identified those discussed in the section titled “Risk Factors” in our Annual Report on Form 10-K for the year ending December 31, 2024.

Overview

Global Interactive Technologies, Inc. (together with its subsidiaries, collectively, the “Company”, “we”, “us”, or “our”), a Delaware corporation formerly known as Hanryu Holdings, Inc., is a technology-driven platform company connecting global fans of Korean culture through innovative digital experiences. The Company operates Faning, a comprehensive interactive platform designed to facilitate content discovery, monetization, user-generated content, and deep community engagement among global fandom communities. The Company focuses on leveraging technology to expand Korean culture (Hallyu) beyond traditional K-Pop, spanning digital media, entertainment, and interactive platform services.

The Company is a corporation that was incorporated in the state of Delaware on October 20, 2021, as Hanryu Holdings, Inc. On December 5, 2024, the Company formally changed its name from Hanryu Holdings, Inc. to Global Interactive Technologies, Inc. pursuant to an amendment to its Certificate of Incorporation filed with the Secretary of State of Delaware. In connection with the name change, the Company also changed its Nasdaq ticker symbol from HRYU to GITS.

Corporate Structure and Subsidiaries

As of June 30, 2025, the Company’s primary operating subsidiary is Faning Korea, LLC, a wholly-owned subsidiary based in Seoul, Republic of Korea(“Faning Korea”). Faning Korea oversees the development, maintenance, and operation of the Faning application and related web services.

Throughout 2024, the Company restructured its subsidiaries, including the divestiture of Hanryu Bank on December 28, 2024, and FNS and Marine Island on November 5, 2024. Faning Korea was acquired on December 4, 2024.

Our Business Model and Growth Strategies

FANING has become a globally recognized platform for providing an amazing and active community among people that have an interest in K-POP and modern Korean culture. The multifaceted nature of the Company’s operations has solidified the business’ reputation as one of the preeminent platforms for fandom. FANING’s users are able to seamlessly interact with each other to discuss exciting K-POP topics.

FANING allows fans to interact within their fandoms and discuss these interests, create and share content, and interact through a number of channels, including (i) secure, direct messaging, (ii) open social pages, and (iii) virtual spaces (“FANING Clubs” or “Clubs”). FANING Clubs concentrate on a specific topic, allowing moderators to control the Club functions, and the Club members to aggregate their FP rewards. Integrated within each FANING Club is a “Club Vault,” a service provided by FANING that allows the individual members of a Club to donate their personal FP to an account held by the Club. The Club Vault allows the Club’s members to aggregate their FP and increase their purchasing power. This increase in purchasing power allows the Club’s individual users to more rapidly accumulate FP and pool their rewards with other users, in order to purchase services such as fan events or the ability to live stream a concert from their favorite band. Decisions regarding the use of the accumulated FP within the Club Vault are determined by a vote of the Club members.

Our users are the core of our business. We provide our users with customized experiences, including unique interactions within the FANING community. FANING algorithms curate individual user experiences, recommending content, clubs to join, users to connect with, and enabling users to subscribe to keywords and access automatic content geared toward their interests. Through these services, FANING provides the fandom community a way to stay connected and up to date with their fandom communities.

FANING further offers each user the ability to freely create, upload, and monetize their own content by earning in-platform rewards of FP. FANING removes language barriers, providing live chat ability between users worldwide, and global access to platform content, as the FANING platform supports automatic, real-time translation services for 17 languages. FANING also offers a fast, secure, and easy-to-use commerce and user-to-user transaction system. These unique features will allow FANING to generate user loyalty, maintain user interest in the platform, and attract new users.

For growth, we intend to develop short content (two minutes) that will focus on interesting pop music and cultural topics. These videos will be distributed through FANING while concurrently being shown on third party social media platforms and video sharing websites. This new aspect of growth is important for a few reasons. First, it will further enhance the strength of the FANING community by fostering a greater degree of engagement. Second, it will allow for greater visibility for K-POP on a global basis. Management will continue to expand this aspect of operations through the life of the business.

Components of Results of Operations

Revenue

We anticipate that our primary source of revenue will be generated from FANING platform operations.

To diversify the revenue streams within our primary income source, the FANING platform, we carried out updates over several months. As a result, the newly revamped FANING platform was launched in April 2025. Accordingly, revenue from the operation of the FANING platform began to be generated starting in May 2025, and revenue from goods and K-Food-related products is expected to begin in the third quarter of 2025.

We expect that our primary sources of revenue on the FANING platform will be derived from (i) direct sales and (ii) commissions from user-to-user sales. We started generating revenue from FANING platform.

(i) Direct Sales We started generating direct sales revenue through: (i) original content sales, such as FANING produced web series that can be purchased by users on our platform or licensed to distributors; (ii) e-commerce goods through FANING’s Fanshop, which sells items such as the latest fandom goods and upcoming concert tickets; and (iii) advertising sales, including banner placements, splash advertising, pop-up advertisements within the platform, in-platform promotions, and branded content productions. For advertising sales, we act as an agent in arranging third-party promotions to our users. Our business model provides for the distribution of a percentage of our advertising revenue to FANING users in the form of FP as incentives for certain activities within the FANING platform. Users can then spend FP within the FANING platform to purchase goods and/or services, either directly from us or from other users.

(ii) User-to-User Commissions We intend to generate commissions on user-to-user transactions when FANING users sell their own products, content, and services to other users. Users can sell: (i) items they have created or produced such as emojis, online stickers, web novels, and webtoons; and (ii) tangible goods or other non-FANING platform based fandom items, such as concert tickets. For each sale by a user of content and non-tangible goods, we intend to collect a percentage of the gross purchase price. For sales of tangible goods and non-FANING platform based fandom goods, transactions are processed through a secure escrow account, for which we will receive a commission based upon the aggregate purchase price of the transaction.

Revenue from retail sales is generated through services offering a wide variety of products for purchase. Although we have generated limited revenue from such services in the past, we expect to earn more steady revenue from this business model starting in third quarter of 2025.

Revenue from marketing services is generated by other subsidiaries of the Company, such as Faning Korea, and includes various activities such as creating and distributing flyers, hosting events and giveaways, producing advertisement videos, and more. Although we have generated limited revenue from such services in the past, we expect to earn more steady revenue from this business model starting in third quarter of 2025.

Revenue from news agency content sales is generated by providing news articles and original content to other third-party media outlets. Although we have generated a de minimis amount of revenue from such services in the past, we expect to earn more steady revenue from this business model starting in third quarter of 2025.

As we continue to diversify our product and service offerings, we anticipate additional revenue streams, including Our entertainment agency business supports influencers in expanding their influence both inside and outside the FANING platform. As each influencer’s influence grows, we expect to monetize their status through advertising agreements or performance-based contracts. We anticipate generating revenue from this business model starting in third quarter of 2025.

We expect to begin generating revenue from our entertainment agency business starting in third quarter of 2025. However, there can be no assurance that we will be able to successfully launch such affiliated businesses, or that they will be successful even if launched.

Cost of Revenue

Cost of revenue consists primarily of service costs, hosting costs, and production costs such as advertising costs, down payments, and royalty payments to artists under entertainment contracts for original FANING platform content, such as web series and concerts. We expect that cost of revenue will increase proportionately with the growth of the user base for the FANING platform.

Sales, Marketing and Advertising Expense

Sales and marketing expense consists of compensation and commission costs of the sales and related support teams, as well as travel, trade show, and other marketing related costs. Advertising costs are expensed to operations when incurred. Expense also includes the cost of creating and implementing marketing strategies, conducting market research, and producing advertisements. Those expenses are recognized as incurred based on the accrual basis of accounting. We expect that sales, advertising, and marketing expense will increase on a proportionate basis with user-growth, and will vary from period-to-period as a percentage of revenue for the foreseeable future. This variation is due to our plans to continue to invest in marketing in order to grow both sales and our user-base by way of increasing brand awareness. The trend and timing of our marketing costs will depend in part on the timing of marketing campaigns.

Research and Development Expense

Research and development expense includes costs to maintain and develop the FANING platform. Costs incurred for research and product development are expensed as incurred and include salaries, taxes and benefits, contracting, and travel expense related to research and development.

General and Administrative Expense

General and administrative expense consists primarily of personnel-related costs, including salaries and benefits, non-cash stock compensation expense, equipment expense, office and facilities costs, legal, accounting and other professional fees, public relations costs and other corporate and administrative costs.

Results of Operations

Six months Ended June 30, 2025 Compared to six months ended June 30, 2024

The following table sets forth a summary of our statements of operations for the six months ended June 30,2025 and 2024:

	Six months ended
	June 30,						Increase / (Decrease)
	2025			2024			$			%
Revenue	$	29		$	—		$	29			100	%
Cost of Revenue	$	—		$	—		$	—			—
Gross Profit	$	29		$	—		$	29			100	%

Operating Expense
Marketing and advertising expense	$	—		$	—		$	—			—	%
Research and Development	$	—		$	—		$	—			—	%
General and administrative expense	$	(1,240,428	)	$	(499,680	)	$	740,748			148	%
Loss from operations	$	(1,240,399	)	$	(499,680	)	$	740,719			148	%

Net Other Income(loss)	$	(4,331	)		(19,532	)	$	(15,201	)		(78	)%
Loss from discontinued operations	$	—		$	(1,089,759	)	$	(1,089,759	)		(100	)%
Net Loss	$	(1,244,730	)	$	(1,608,971	)	$	(364,241	)		(23	)%

For the six months ended June 30, 2025, revenue was $29, which was generated from the operation of the FANING platform that was updated and relaunched in April 2025. Revenue began to be generated starting in May 2025, and we expect it to gradually increase beginning in the third quarter of 2025. In addition, starting in the third quarter of 2025, we plan to generate revenue from new sources, including merchandise sales, K-Food sales, and entertainment-related business.

Revenue for the comparative period ended June 30, 2024, was reclassified as discontinued operations due to the divestiture of subsidiaries in 2024, and therefore, no revenue was recognized from continuing operations.

The net loss for the six months ended June 30, 2025, was $1,244,730, representing a decrease of approximately 23% compared to the net loss of $1,608,971 (including discontinued operations) for the six months ended June 30, 2024. The primary reason for the decrease in net loss in 2025 was the workforce reduction and the sale of subsidiaries in 2024.

Additionally, in order to increase revenue and generate revenue from new business lines, the Company is in the process of raising operating capital through a public offering in August 2025.

Three months Ended June 30, 2025 Compared to six months ended June 30, 2024.

	Three months ended June 30,						Increase / (Decrease)
	2025			2024			$			%
Revenue	$	29		$	—		$	29			100	%
Cost of Revenue	$	—		$	—			—			—	%
Gross Profit	$	29		$	—			29			100	%

Operating Expense
Marketing and advertising expense	$	—		$	—		$	—			—	%
Research and Development	$	—		$	—		$	—			—	%
General and administrative expense	$	(676,960	)	$	(335,117	)	$	341,843			102	%
Loss from operating	$	(676,931	)	$	(335,117	)	$	341,814			102	%

Net Other Income (loss)	$	(1,118	)	$	4,030		$	(5,148	)		(128	)%
Loss from discontinued operations	$	—			(230,813	)	$	(230,813	)		(100	)%
Net Loss	$	(678,049	)	$	(561,900	)	$	116,149			21	%

For the three months ended June 30, 2025, revenue was $29, generated from the operation of the FANING platform, which was updated and relaunched in April 2025. Revenue for the comparative three-month period ended June 30, 2024, was reclassified as discontinued operations due to the divestiture of subsidiaries in 2024; therefore, no revenue was recognized from continuing operations. The net loss for the three months ended June 30, 2025, was $678,049, representing an approximate 21% increase compared to the net loss of $561,900 (including discontinued operations) for the three months ended June 30, 2024. The primary reason for the increase in net loss for the three months ended June 30, 2025, was the amortization expense of intangible software assets related to the FANING platform.

Liquidity and Capital Resources

The Company’s balance sheets as of June 30, 2025 and December 31, 2024 are as follows.

GLOBAL INTERACTIVE TECHNOLOGIES, INC. AND ITS SUBSIDIARIES
Condensed Consolidated Balance Sheets
June 30, 2025 and December 31, 2024

(Unaudited)

	June 30, 2025			December 31, 2024
ASSETS
CURRENT ASSETS:
Cash and Cash Equivalents	$	10,883		$	2,352
Short-term loans receivable, net		366			338
Accounts receivable, net of allowance		29			—
Non-trade receivables		14,518			297
Total current assets		25,796			2,987

PROPERTY PLANT AND EQUIPMENT, NET		2,229			2,656
INTANGIBLE ASSETS, NET		4,818,357			4,940,000
OPERATING LEASE RIGHT-OF-USE ASSET		1,459,342			1,458,780
Total Assets	$	6,305,724		$	6,404,423

LIABILITIES AND STOCKHOLDER’S DEFICIT
CURRENT LIABILITIES:
Short-term loans payable	$	108,601		$	20,436
Short-term loans payable from related parties		617			349,607
Non-trade accounts payable		394,862			290,917
Accrued expenses and other current liabilities		11,602			7,379
Total current liabilities		515,682			668,339

Total Liabilities		515,682			668,339
Commitments and contingencies (Note 13)
STOCKHOLDER’SDEFICIT:
Common Stock, $0.02 par value
Authorized 110,000,000 (common:100,000,000, preferred:10,000,000) shares; Issued and outstanding 2,940,402 common shares as of March 31, 2025 and Issued and outstanding 2,640,429 common shares as of December 31, 2024		70,977			52,809
Additional paid-in capital		45,071,398			44,251,046
Accumulated deficit		(39,146,031	)		(37,901,301	)
Accumulated other comprehensive loss		(206,302	)		(666,470	)
Total Stockholders’ Equity		5,790,042			5,736,084
Total Liabilities and Stockholders’ Equity	$	6,305,724		$	6,404,423

As of June 30, 2025, the Company reported cash and cash equivalents of $10,883 and total current assets of $25,796, reflecting an increase compared to $2,352 and $2,987, respectively, as of December 31, 2024. In 2024, the Company implemented cost-saving measures and improved its financial position by divesting underperforming subsidiaries and reducing headcount. It is currently in the process of raising additional operating capital.

As of June 30, 2025, total current liabilities decreased to $515,682 from $668,339 as of December 31, 2024, representing a reduction of $152,687. The primary reason for the decrease was the conversion of existing debt into equity, which strengthened the Company’s capital structure by increasing equity and reducing liabilities.

The Company’s ability to continue as a going concern depends on the success of its ongoing capital-raising efforts and execution of its platform monetization strategies. Management anticipates that the launch of the restructured FANING platform and recent operational adjustments will begin to be reflected in improved financial performance starting from the third quarter of 2025.

Financial Condition and Going Concern

As of June 30, 2025, the Company’s financial condition reflected a continued working capital deficiency, a significant accumulated deficit, and ongoing operating losses. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year from the issuance date of the financial statements.

In evaluating the Company’s ability to continue as a going concern, management considered its current cash position, projected operating expenditures, and planned financing activities. In 2024, management sold all equity interests in underperforming subsidiaries and implemented cost-reduction measures such as adopting an outsourced operational model. The Company is currently in the process of raising additional operating capital.

While there can be no assurance that sufficient funding will be secured in a timely manner, the Company believes its improved governance structure, upgraded FANING platform, and streamlined business focus enhance its ability to attract investment and commercial partnerships.

Management will continue to monitor liquidity closely and adjust operational plans as needed to conserve resources while maintaining progress toward its strategic objectives.

Contractual Obligations

We have no contractual obligations as of June 30, 2025.

Off-Balance Sheet Arrangements

We have not entered into any off-balance sheet financial guarantees or other off-balance sheet commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as stockholder’s equity or that are not reflected in our financial statements included elsewhere in this prospectus. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or product development services with us.

Quantitative and Qualitative Disclosures about Market Risk

We are exposed to market risks in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily the result of fluctuations in foreign currency and credit.

Foreign Currency Risk

We have accounts on our foreign subsidiaries’ ledgers, which are maintained in the respective subsidiary’s local currency and translated into USD for reporting of our condensed consolidated financial statements. As a result, we are exposed to fluctuations in the exchange rates of various currencies against the USD and other currencies, including KRW.

Transactional

We generate the majority of our revenue from customers within Korea. Typically, we aim to align costs with revenue denominated in the same currency, but we are not always able to do so. As a result of the geographic spread of our operations and due to our reliance on certain products and services priced in currencies other than KRW, our business, results of operations, and financial condition have been and will continue to be impacted by the volatility of the KRW against foreign currencies.

Translational

Our functional and reporting currency is the U.S. Dollar (USD). The local and functional currency of our subsidiary, Faning Korea, LLC, is the Korean Won (KRW). The subsidiary’s assets and liabilities are translated into USD at the exchange rate in effect at the end of the reporting period, and its revenues and expenses are translated using the average exchange rate in effect during the period. The assets and liabilities of the subsidiary are translated into USD at the exchange rate in effect at the end of each period, and revenues and expenses are translated using average rates that approximate those in effect during the respective period. As a result, the value of these items in the condensed consolidated financial statements related to non-USD-denominated operations is affected by changes in the value of the USD, even if their value has not changed in the original currency. For example, a stronger USD will reduce the reported operating results of non-USD-denominated operations, while a weaker USD will increase the reported operating results of non-USD-denominated operations.

At this time, we do not invest in derivatives or other financial instruments to hedge foreign currency risk. However, we may consider such hedging activities in the future. It is difficult to predict the impact that such hedging activities would have on our results of operations.

Credit Risk

Our cash and cash equivalents, deposits, and loans with banks and financial institutions are potentially subject to concentration of credit risk. We place cash and cash equivalents with financial institutions that management believes are of high credit quality. The degree of credit risk will vary based on many factors including the duration of the transaction and the contractual terms of the agreement. As appropriate, management evaluates and approves credit standards and oversees the credit risk management function related to investments.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses, as well as related disclosures.

Significant accounting estimates and judgments include:

●

Classification and presentation of discontinued operations resulting from the divestiture of subsidiaries.

●

Assessment of going concern and the recoverability of assets and obligations.

●

Allocation of shared operating expenses and liabilities between continuing and discontinued operations.

●

Potential impairment of intangible assets related to platform development.

Management regularly reviews its estimates and assumptions, which are based on historical experience and other relevant factors, including the current economic environment. Actual results may differ materially from these estimates. Any material changes in assumptions could have a significant impact on our financial statements.

FANING is a fandom-centered platform designed to deliver an all-in-one ecosystem that enriches the fan experience through content, community, commerce, and creativity. The platform is available in 17 languages and supports real-time multilingual translation, enabling global fan engagement. Users can consume K-culture content, interact socially, and monetize creative work, including fan art, webtoons, and merchandise.

The platform’s monetization strategy includes:

●

Direct revenue from advertising, digital content, and commerce

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Commissions on user-to-user transactions, including gifts, stickers, translation matching, and creator content

As of June 30, 2025, FANING had over 26.6 million registered users globally. The platform is positioned to capitalize on the global rise in K-Culture fandom, now exceeding 229 million fans in 119 countries.

Recent Accounting Pronouncements

The Company is currently evaluating the impact of these new standards and does not expect them to have a material effect on its financial statements upon adoption.

Contingencies

Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company’s management, in consultation with its legal counsel as appropriate, assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company, in consultation with legal counsel, evaluates the perceived merits of any legal proceedings or unasserted claims, as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates a potentially material loss contingency is not probable, but is reasonably possible, or is probable, but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.

Relaxed Ongoing Reporting Requirements

We an “emerging growth company” (as defined in the JOBS Act) under the reporting rules set forth under the Exchange Act. For so long as we remain an “emerging growth company,” we may take advantage of certain exemptions from various reporting requirements that are applicable to other Exchange Act reporting companies that are not “emerging growth companies,” including but not limited to:

●

not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act;

●

taking advantage of extensions of time to comply with certain new or revised financial accounting standards;

●

being permitted to comply with reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; and

●

being exempt from the requirement to hold a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

We will be subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that are not “emerging growth companies,” and our stockholders could receive less information than they might expect to receive from more mature public companies.

We expect to take advantage of these reporting exemptions until we are no longer an emerging growth company. We would remain an “emerging growth company” for up to five years, although if the market value of our common stock that is held by non-affiliates exceeds $700 million as of any June 30 before that time, we would cease to be an “emerging growth company” as of the following December 31.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act of 1934, as amended (the “Exchange Act”) and are not required to provide information under this item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under “Exchange Act”), as of June 30, 2025. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of June 30, 2025, our disclosure controls and procedures were ineffective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act (a) is recorded, processed, summarized and reported within the time periods specified by Securities and Exchange Commission (“SEC”) rules and forms and (b) is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding any required disclosure.

Management has identified control deficiencies regarding inadequate accounting resources, the lack of segregation of duties and the need for a stronger internal control environment. Our management believes that these material weaknesses are due to the small size of our accounting staff. The small size of our accounting outsourced staff may prevent adequate controls in the future due to the cost/benefit of such remediation.

To mitigate the current limited resources and limited employees, we rely heavily on direct management oversight of transactions, along with the use of external legal and accounting professionals. As we grow, we expect to increase our number of employees, which will enable us to implement adequate segregation of duties within the internal control framework.

These control deficiencies could result in a misstatement of account balances that would result in a reasonable possibility that a material misstatement to our financial statements may not be prevented or detected on a timely basis. In light of this material weakness, we performed additional analyses and procedures in order to conclude that our financial statements for the quarter ended June 30, 2025, included in this Quarterly Report on Form 10-Q were fairly stated in accordance with GAAP. Accordingly, management believes that despite our material weaknesses, our financial statements for the quarter ended June 30, 2025, are fairly stated, in all material respects, in accordance with GAAP.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

Item 1A. Risk Factors.

As a “smaller reporting company” as defined by Rule 12b-2 of the Exchange Act, we are not required to provide information required by this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

- On February 18, 2025, Global Interactive Technologies, Inc., a Delaware corporation (the “Company”), entered into that certain Debt Conversion Agreement (the “Debt Conversion Agreement”) with Evan Trust, a trust, for which, Amy Shi, a director of the Company, serves as the trustee (the “Trust”). Pursuant to the Debt Conversion Agreement, the Company and the Trust agreed to convert certain debt in the amount of $210,000 owed by the Company to the Trust, into 300,000 shares of the Company’s Common Stock.

- On April 18, 2025, the Company entered into a Debt Conversion Agreement with PixelArc, LLC, pursuant to which, on May 20, 2025, the Company agreed to convert PixelArc, LLC’s loan of $172,666 into 246,666 shares of the Company’s common stock.
The transaction was conducted pursuant to Regulation S under the Securities Act of 1933, as amended.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

During the six months ended June 30, 2025, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” as such terms are defined under Item 408 of Regulation S-K.

As disclosed in the Company’s Form S-1 “Recent Developments” section, management continues to address regulatory matters in Korea, including the appeal of an administrative fine imposed by the Financial Services Commission of Korea, and has taken steps to strengthen financial stability through ongoing capital raising activities, including the August 2025 public offering

Item 6. Exhibits.

The following exhibits are included herein or incorporated herein by reference:

3.1		Amended and Restated Certificate of Incorporation of Registrant. (1)
3.2		Certificate of Amendment to Amended and Restated Certificate of Incorporation of Registrant. (2)
3.3		Certificate of Amendment to Amended and Restated Certificate of Incorporation of Registrant. (3)
3.4		Bylaws of Registrant. (1)
3.5		Amendment to Bylaws of Registrant. (2)
4.1		Form of Common Stock Certificate of Registrant. (1)
10.1		Debt Conversion Agreement between Registrant and Evan Trust. (4)
10.2		Promissory Note, dated February 18, 2025, by the Company in favor of PixelArc. (5)
10.3		Promissory Note, dated April 18, 2025, by the Company in favor of PixelArc. (5)
10.4		Security Agreement, dated April 18, 2025, between the Company and PixelArc. (5)
10.5		Notice of Conversion, dated May 20, 2025, between the Company and PixelArc. (5)
31.1*		Certification of Taehoon Kim pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Juhyon Shin pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of Taehoon Kim 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 Juhyon Shin pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*		Inline XBRL Instance Document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*	Filed herewith.
**	Furnished herewith.
(1)	Incorporated by reference to Registrant’s Annual Report on Form 10-K filed with the SEC on April 30, 2025.
(2)	Incorporated by reference to Registrant’s Current Report on Form 8-K filed with the SEC on December 11, 2024.
(3)	Incorporated by reference to Registrant’s Current Report on Form 8-K filed with the SEC on January 23, 2025.
(4)	Incorporated by reference to Registrant’s Current Report on Form 8-K filed with the SEC on March 18, 2025.
(5)	Incorporated by reference to Registrant’s Current Report on Form 8-K filed with the SEC on May 22, 2025.

SIGNATURES

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

Global Interactive Technologies, Inc

Signature	Title	Date

/s/ Taehoon Kim	Interim Chief Executive Officer	August 15, 2025
Taehoon Kim	(Principal Executive Officer)

/s/ Juhyon Shin	Chief Financial Officer	August 15, 2025
Juhyon Shin	(Principal Financial and Accounting Officer)

SEC Form 10-Q filed by Global Interactive Technologies Inc.