UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

(Mark One)

 

x

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

 

For the fiscal year endedDecember 31, 20182023

 

or

 

o

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

 

For the transition period from ____________to _____________

 

333-222094

Commission file number

 

TPT Global Tech, Inc.

(Exact name of registrant as specified in its charter)

 

Florida

81-3903357

State or other jurisdiction of incorporation or organization

(I.R.S. Employer Identification No.)

501 West Broadway, Suite 800

San Diego, CA

92101

(Address of principal executive offices)

(Zip Code)

 

(619) 301-4200

Registrant’s telephone number, including area code

 

Securities registered pursuant to Section 12(b) of the Act: None 

Title of each Class

Trading

Symbol

Name of each exchange

on which registered

N/A

N/A

N/A

Securities registered pursuant to Section 12(g) of the Act: None

 

Common______________________________ 

Title of each class

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.oYes      xNo

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.oYes      xNo

 

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.

xYes      Noo

 

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).xYes      oNo

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.x

 

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

 

Large accelerated filer

o

Accelerated filer

o

Non-accelerated filer

o

Smaller reporting company

x

Emerging growth company

x

 

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.o

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

 

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

oYes  xNo

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

 

The aggregate market value of our common shares of voting stock held by non-affiliates of our Company at December 31, 2018,June 30, 2023, computed by reference to the price at which the common equity was last sold ($0.177)0.0014), as of the last business day of the registrant’s most recently completed fiscalsecond quarter (June 30, 2018)2023), was $11,311,922.$2,350,162.

 

As of April 4, 2019,May 7, 2024, there were 136,953,904approximately 2,866,684,955 common shares, $0.001 par value, issued and outstanding.

 

TABLE OF CONTENTSDOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K into which the document is incorporated:

 

Item 1.
Business.2
 
Item 1A.

Risk Factors.36
 

TABLE OF CONTENTS

Page

Item 1.

Business.

4

Item 1A.

Risk Factors.

38

Item 1B.

Unresolved Staff CommentsComments..

56

58

Item 2.1C.

PropertiesCybersecurity.

56

58

Item 2.

Properties.

59

Item 3.

Legal Proceedings.

57

59

Item 4.

Mine Safety DisclosureDisclosure..

57

60

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesSecurities..

57

61

Item 6.

Selected Financial DataReserved

59

68

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of OperationsOperations..

60

69

Item 7A.

Quantitative and Qualitative Disclosures About Market RiskRisk..

66

77

Item 8.

Financial Statements and Supplementary DataData..

67

78

Item 9.

Changes in and Disagreements Withwith Accountants on Accounting and Financial DisclosureDisclosure..

68

79

Item 9A.

Controls and ProceduresProcedures..

68

79

Item 9B.

Other InformationInformation..

69

80

Item 9C.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

80

Item 10.

Directors, Executive Officers and Corporate GovernanceGovernance..

70

81

Item 11.

Executive CompensationCompensation..

75

88

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersMatters..

80

94

Item 13.

Certain Relationships and Related Transactions, and Director IndependenceIndependence..

83

97

Item 14.

Principal AccountingAccountant Fees and ServicesServices..

83

98

Item 15.

Exhibits, Financial Statement SchedulesSchedules..

99

Item 16.

Form 10-K Summary

84

103

SIGNATURES

104

 
SIGNATURES871

Table of Contents

PART I

 

FORWARD LOOKING STATEMENTS

 

This Form 10-K contains forward-looking statements. Forward-looking statements are projections of events, revenues, income, future economic performance or management’s plans and objectives for our future operations. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential”“may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” or “continue”“continue,” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” and the risks set out below, any of which may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks include, by way of example and not in limitation:

 

·

·

the uncertainty of profitability based upon our history of losses;

 

·

·

risks related to failure to obtain adequate financing on a timely basis and on acceptable terms to continue as going concern;

 

·

·

risks related to our operationsoperations; and

 

·

·

other risks and uncertainties related to our business plan and business strategy.

 

This list is not an exhaustive list of the factors that may affect any of our forward-looking statements. These and other factors should be considered carefully, and readers should not place undue reliance on our forward-looking statements. Forward looking statements are made based on management’s beliefs, estimates and opinions on the date the statements are made, and we undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

 

Our financial statements are stated in United States dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. All references to “common stock” refer to the common shares in our capital stock.

 

RISK FACTORS SUMMARY

The following is a summary of the principal risks and uncertainties described in more detail in this Annual Report on Form 10-K under the heading “Item 1A. Risk Factors.”

Risk Factors Related to our Business:

·

Many of our competitors are better established and have resources significantly greater than we have, which may make it difficult to attract and retain subscribers.

·

Our Acquisitions could result in operating difficulties, dilution and distractions from our core business.

·

Our substantial indebtedness and our current default status and any restrictive debt covenants could limit our financing options and liquidity position and may limit our ability to grow our business.

·

We may experience difficulties in constructing, upgrading and maintaining our network, which could adversely affect customer satisfaction, increase subscriber turnover and reduce our revenues.

·

If we do not obtain and maintain rights to use licensed spectrum in one or more markets, we may be unable to operate in these markets, which could adversely affect our ability to execute our business strategy.

·

If we fail to establish and maintain an effective system of internal control, we may not be able to report our financial results accurately or to prevent fraud. Any inability to report and file our financial results accurately and timely could harm our business and adversely impact the trading price of our common stock.

·

Interruption or failure of our information technology and communications systems could impair our ability to provide our products and services, which could damage our reputation and harm our operating results.

·

The industries in which we operate are continually evolving, which makes it difficult to evaluate our future prospects and increases the risk of your investment. Our products and services may become obsolete, and we may not be able to develop competitive products or services on a timely basis or at all.

·

If we are unable to successfully develop and market additional services and/or new generations of our services offerings or market our services and product offerings to a broad number of customers, we may not remain competitive.

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·

We operate in a very competitive environment.

·

If we fail to maintain effective relationships with our major vendors, our services offerings and profitability could suffer.

·

Any failure of the physical or electronic security that resulted in unauthorized parties gaining access to customer data could adversely affect our business, financial condition and results of operations.

·

Demand for our service offerings may decrease if new government regulations substantially increase costs, limit delivery or change the use of Internet access and other products on which our service offerings depend.

·

Increasing regulation of our Internet-based products and services could adversely affect our ability to provide new products and services.

·

Offering telephone services may subject us to additional regulatory burdens, causing us to incur additional costs.

·

We may engage in acquisitions and other strategic transactions and the integration of such acquisitions and other strategic transactions could materially adversely affect our business, financial condition and results of operations.

·

Significant unanticipated increases in the use of bandwidth-intensive Internet-based services could increase our costs.

·

We operate in a highly competitive business environment which could materially adversely affect our business, financial condition, results of operations and liquidity.

·

We face significant risks as a result of rapid changes in technology, consumer expectations and behavior.

·

Our revenues and growth may be constrained due to demand exceeding capacity of our systems or our inability to develop solutions.

·

We rely on contract manufacturers and a limited number of third-party suppliers to produce our network equipment and to maintain our network sites. If these companies fail to perform, we may have a shortage of components and may be required to suspend our network deployment and our product and service introduction.

·

We rely on highly skilled executives and other personnel. If we cannot retain and motivate key personnel, we may be unable to implement our business strategy.

·

If our data security measures are breached, subscribers may perceive our network and services as not secure.

·

Our activities outside the United States could disrupt our operations.

·

We may be unable to protect our intellectual property, which could reduce the value of our services and our brand.

·

We could be subject to claims that we have infringed on the proprietary rights of others, which claims would likely be costly to defend, could require us to pay damages and could limit our ability to use necessary technologies in the future.

·

Our business depends on our brand, and if we do not maintain and enhance our brand, our ability to attract and retain subscribers may be impaired and our business and operating results harmed.

·

We are subject to extensive regulation.

·

Our Chairman and Chief Executive Officer is also our largest stockholder, and as a result, he can exert control over us and has actual or potential interests that may diverge from yours.

·

COVID-19 effects on the economy may negatively affect our Company business.

Risk Factors Related to Our Stock:

·

We can give no assurance of success or profitability to our investors.

·

Sales of common stock resulting from issuances of common stock for conversions by our convertible noteholders or Rule 144 sales in the future will have a depressive effect on our common stock price.

·

We may in the future issue more shares which could cause a loss of control by our present management and current our stockholders.

·

Our officers and directors may have conflicts of interests as to corporate opportunities which we may not be able or allowed to participate in.

·

We have agreed to indemnification of officers and directors as is provided by Florida Statutes.

·

Our directors’ liability to us and shareholders is limited.

·

Our Stock prices in the Market may be volatile.

·

We may not be able to successfully implement our business strategy without substantial additional capital. Any such failure may adversely affect the business and results of operations.

·

We are reliant, in part, on third party sales organizations, which may not perform as we expect.

·

Our growth may be affected adversely if our sales of products and services are negatively affected by competition or other factors.

·

We may be unable to compete with larger, more established competitors.

·

Our common stock will in all likelihood be thinly traded and as a result you may be unable to sell at or near ask prices or at all if you need to liquidate your shares, after any conversion from Preferred Stock.

·

The regulation of penny stocks by SEC and FINRA may discourage the tradability of our common stock or other securities.

·

We will pay no dividends in the foreseeable future on common stock.

·

Rule 144 sales of stock in the future may have a depressive effect on our stock price.

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Table of Contents

·

Any sales of our common stock, if in significant amounts, are likely to depress the future market price of our securities.

·

Any new potential investors will suffer a disproportionate risk and there will be immediate dilution of existing investor’s investments.

·

We can issue future series of shares of preferred stock without shareholder approval, which could adversely affect the rights of common shareholders.

·

We will continue to be a reporting company due to the effectiveness of a Form 8-A to be filed concurrent with the acceptance of the NASDAQ listing.

·

Sales of common stock resulting from issuances of common stock for conversions by our convertible noteholders or Rule 144 sales in the future will have a depressive effect on our common stock price.

·

We may not successfully meet the NASDAQ Requirements for a listing of our stock, in which case this offering will not occur.

Risks Relating to Our Intellectual Property and Potential Litigation:

·

We may not be able to protect our intellectual property and proprietary rights.

·

If our patents and other intellectual property rights do not adequately protect our service offering, we may lose market share to competitors and be unable to operate our business profitably.

·

We may in the future become subject to claims that some, or the entire service offering violates the patent or intellectual property rights of others, which could be costly and disruptive to us.

ITEM 1. BUSINESS.

 

GENERAL

 

The following is a summary of some of the information contained in this document. Unless the context requires otherwise, references in this document to “our Company,” “us,” “we,” “our,”“our”, “TPT”, “TPTW”, “TPT Global,” or the “Company” are to TPT Global Tech, Inc.

 

DESCRIPTION OF BUSINESS

 

We are based in San Diego, California, and operate as a technology-based company with divisions providing telecommunications, construction and product distribution, media content for domestic and international syndication as well as technology solutions. We operate as a Media Content Hub for Domestic and International syndication, Technology/Telecommunications company operating onusing our own proprietary Global Digital Media TV and Telecommunications infrastructure platform and also providesprovide technology solutions to businesses domestically and worldwide.  We offer Software as a Service (SaaS), Technology Platform as a Service (PAAS), Cloud-based Unified Communication as a Service (UCaaS) and carrier-grade performance and support for businesses over our private IP MPLS fiber and wireless network in the United States.businesses. Our cloud-based UCaaS services allow businesses of any size to enjoy all the latest voice, data, media and collaboration features in today's global technology markets. We also operate as a Master Distributor for Nationwide Mobile Virtual networkNetwork Operators (MVNO) and Independent Sales Organization (ISO) as a Master Distributor for Pre-Paid Cellphone services, Mobile phones, Cellphone Accessories and Global Roaming Cellphones.

Table of Contents

 

Our executive offices are located at 501 West Broadway, Suite 800, San Diego, CA 92101 and the telephone number is (619) 400-4996. We maintain a website at www.tptglobaltech.com, and such website is not incorporated into or a part of this filing.

 

Jumpstart Our Business Startups Act

We qualify as an “emerging growth company” as defined in Section 101 of the Jumpstart our Business Startups Act (“JOBS Act”) as we did not have more than $1,000,000,000 in annual gross revenue and did not have such amount as of December 31, 2018, our last fiscal year.

We may lose our status as an emerging growth company on the last day of our fiscal year during which (i) our annual gross revenue exceeds $1,000,000,000 or (ii) we issue more than $1,000,000,000 in non-convertible debt in a three-year period. We will lose our status as an emerging growth company if at any time we are deemed to be a large accelerated filer. We will lose our status as an emerging growth company on the last day of our fiscal year following the fifth anniversary of the date of the first sale of common equity securities pursuant to an effective registration statement.

As an emerging growth company, we may take advantage of specified reduced reporting and other burdens that are otherwise applicable to generally reporting companies. These provisions include:

-A requirement to have only two years of audited financial statement and only two years of related Management Discussion and Analysis Disclosures:

-Reduced disclosure about the emerging growth company’s executive compensation arrangements; and

-No non-binding advisory votes on executive compensation or golden parachute arrangements.

As an emerging growth company, we are exempt from Section 404(b) of the Sarbanes-Oxley Act of 2002 and Section 14A(a) and (b) of the Securities Exchange Act of 1934. Such sections are provided below:

Section 404(b) of the Sarbanes-Oxley Act of 2002 requires a public company’s auditor to attest to, and report on, management’s assessment of its internal controls.

Sections 14A(a) and (b) of the Securities and Exchange Act, implemented by Section 951 of the Dodd-Frank Act, require companies to hold shareholder advisory votes on executive compensation and golden parachute compensation.

We have already taken advantage of these reduced reporting burdens in this Form 10-K, which are also available to us as a smaller reporting company as defined under Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

As long as we qualify as an emerging growth company, we will not be required to comply with the requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002 and Section 14A(a) and (b) of the Securities Exchange Act of 1934.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”) for complying with new or revised accounting standards.  We are choosing to irrevocably opt out of the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the JOBS Act.  

HISTORY

 

We were originally incorporated in 1988 in the state of Florida. TPT Global, Inc., a Nevada corporation formed in June 2014, merged with Ally Pharma US, Inc., a Florida corporation, (“Ally Pharma”, formerly known as Gold Royalty Corporation) in a “reverse merger” wherein Ally Pharma issued 110,000,000 shares of Common Stock, or 80% ownership, to the owners of TPT Global, Inc. in exchange for all outstanding common stock of TPT Global Inc. and Ally Pharma changedagreed to change its name to TPT Global Tech, Inc. In 2014, we acquired(jointly referred to as “the Company” or “TPTG”).

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The following acquisitions have resulted in entities which have been consolidated into TPTG since the reverse merger in 2014.

Name

 

Herein referred to as

 

Acquisition or Incorporation Date

 

Ownership

TPT Global Tech, Inc.

 

Company or TPTG

 

 

1988

 

 

 

100

%

Copperhead Digital Holdings, Inc.

 

Copperhead Digital or CDH

 

 

2015

 

 

 

100

%

TruCom, LLC

 

TruCom

 

 

2015

 

 

 

100

%

CityNet Arizona, LLC

 

CityNet

 

 

2015

 

 

 

100

%

San Diego Media Inc.

 

SDM

 

 

2016

 

 

 

100

%

Blue Collar Production, Inc.

 

Blue Collar

 

 

2018

 

 

 

100

%

TPT SpeedConnect, LLC

 

TPT SpeedConnect (2)

 

 

2019

 

 

 

86

%

TPT Federal, LLC

 

TPT Federal

 

 

2020

 

 

 

100

%

TPT MedTech, LLC

 

TPT MedTech

 

 

2020

 

 

 

100

%

TPT Strategic, Inc.

 

TPT Strategic

 

 

2020

 

 

 

0

%

QuikLab 1 LLC

 

Quiklab 1

 

 

2020

 

 

 

80

%

QuikLAB 2, LLC

 

QuikLAB 2

 

 

2020

 

 

 

80

%

QuikLAB 3, LLC

 

QuikLAB 3

 

 

2020

 

 

 

80

%

The Fitness Container, LLC

 

Air Fitness

 

 

2020

 

 

 

75

%

TPT Global Tech Asia Limited

 

TPT Asia

 

 

2020

 

 

 

78

%

TPT MedTech UK LTD

 

TPT MedTech UK

 

 

2020

 

 

 

100

%

TPT Global Defense Systems, Inc.

 

TPT Global Defense

 

 

2021

 

 

 

100

%

TPT Innovations Technology, Inc.

 

TPT Innovations

 

 

2021

 

 

 

100

%

TPT Global Caribbean Inc.

 

TPT Caribbean

 

 

2021

 

 

 

100

%

TPT Media and Entertainment, LLC

 

TPT Media and Entertainment

 

 

2021

 

 

 

100

%

VuMe Live, LLC

 

VuMe Live

 

 

2021

 

 

 

100

%

Digithrive, LLC

 

Digithrive

 

 

2021

 

 

 

100

%

Information Security and Training, LLC

 

IST (1)

 

 

2022

 

 

 

0

%

Asberry 22 Holdings, Inc.

 

Asberry or ASHI

 

 

2023

 

 

 

   86

%

(1)

On September 11, 2023, Everett Lanier and the Company agreed to a Settlement Agreement and Mutual Release (“Settlement Agreement”). See Note 11.

(2)

Through the acquisition of Asberry, TPT’s ownership was decreased to 86% from 100% through Asberry.

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CORPORATE STRUCTURE

CORPORATE ORGANIZATION CHART

 tptw_10kimg10.jpg

OTCPINK Stock Symbol

Currently there is a limited public trading market for our stock on OTCPINK under the symbol “TPTW.”

Our Key Operating Divisions:

TPT SpeedConnect: ISP and Telecom (Held within TPT’s majority controlled subsidiary Asberry 22 Holdings, Inc.)

The Company completed the acquisition of substantially all of the assets of K TelecomSpeedConnect LLC (“SpeedConnect”) for $1.75 million, including the assumption of all contracts and liabilities pertinent to operations and conveyed them into a wholly-owned subsidiary TPT SpeedConnect.  SpeedConnect was founded in 2002 and operates as a national, predominantly rural, wireless telecommunications residential and commercial Internet Service Provider (ISP). TPT SpeedConnect’s primary business model is subscription based, monthly reoccurring revenues, from wireless delivered, high-speed Internet connections utilizing its company built and owned national network.  SpeedConnect also resells third-party satellite Internet, DSL Internet, IP telephony and DISH TV products. This Acquisition closed on May 7, 2019.

SpeedConnect was a privately-held Broadband Wireless LLC (“K Telecom”)Access (BWA) provider. Today, we believe TPT SpeedConnect serves approximately 2,000 residential and Global Telecom International, LLC (“Global Telecom”). Effective January 31, 2015, we completed our acquisitioncommercial wireless broadband Internet customers, in Arizona, Idaho, Michigan, Montana and Texas.

TPT SpeedConnect is a full-service ISP.  The company’s main back office is run by company employees, and includes, network management, network monitoring and maintenance, significant allocations of 100% of the outstanding stock of Copperhead Digital Holdings, Inc. (“Copperhead Digital”)registered address in public IP4 and Subsidiaries, TruCom, LLC (“TruCom”), Nevada Utilities, Inc. (“Nevada Utilities”)IP6 space, employee based customer service, installation services, automated resources and CityNet Arizona, LLC (“CityNet”). In October 2015, we acquired the assets of both Port2Port, Inc. (“Port2Port”)application based scheduling and Digithrive, Inc. (“Digithrive”). Effective September 30, 2016, wetracking, paper, ACH, credit card, and email billing, warehousing, fulfillment, integrated customer premise provisioning, walled garden collections and customer self-restarts, bandwidth usage tracking, integrated, secure, and deep financial and operations dash board reporting, collections, accounting, payables, owned and licensed backhaul, intelligent bandwidth management, consumption rated billing, customer payment portals, and all wrapped in a mature, first hit on all search engines, Internet Brand. The company today services approximately 2,000 residential and commercial Internet customers over its approximately 100+-cellular tower footprint across 5 Midwestern States.  

 
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acquired 100% ownership

Today’s urban ISP landscape is highly competitive and dominated by some of the world’s largest companies.  Names like Comcast, AT&T, Cox, Charter and DISH are household words. Home Internet service has become synonymous with Cable.  However, this is limited to the high-density top 100 markets.  Beyond that the competition becomes more small licensed free wireless providers and satellite.  Wire-line providers, unless backed with government subsidies, do not build beyond 15 homes per street mile.   SpeedConnect services both rural and non-rural areas, and historically has done well in San Diego Media, Inc. (“SDM”). In December 2016, we acquiredboth marketplaces, however the Lion Phone technology. In Octobermargins are improved in the more rural areas due to reduced voluntary and November 2017, weinvoluntary customer attrition.

TPT SpeedConnect’s key suppliers include but are not limited to; Juniper, ZTE, Huawei, Cisco, Sandvine, American Tower, SBA Tower, Crown Castle, CenturyLink, SuddenLink, South Dakota Networks, 123 dot net, Genesee Telephone, Air Advantage Fiber, Iron Mountain, ConVergence, CDW, Talley, Tessco, Bursma Electronics, DragonWave, Ceragon Networks, Telrad, Arris, AP, APD, Plante Morran, Fifth Third, Sprint and others.

An Agreement and Plan of Merger ("Agreement") was made and entered into agreements to acquire Blue Collar,as of March 24, 2023 by and among TPT SpeedConnect LLC, a Colorado Limited Liability Company (wholly-owned subsidiary of TPT Global Tech, Inc. (“Blue Collar”) ("SPC"), and certain assetsAsberry 22 Holdings, Inc., a Delaware Corporation ("ASHI"), and SPC Acquisition, Inc., a wholly-owned subsidiary of Matrixsites, Inc. (“Matrixsites”ASHI, domiciled in Colorado ("Acquisition Sub") which we have completed.primarily for the opportunities of capital raising. SPC then converted to a Corporate entity and Acquisition Submerged with and into SPC (the "Merger"). The Blue Collar transaction closedseparate corporate existence of Acquisition Sub ceased and SPC continues as the surviving corporation in the Merger and as wholly-owned subsidiary of September 1, 2018ASHI. All of the properties, rights and privileges, and power of SPC, vest in the acquisitionSubsidiary, and all debts, liabilities and duties of certain assetsSPC are the debts, liabilities and duties of Matrixsites closed on October 31, 2017.the Subsidiary. The shares of common stock of Acquisition Sub issued and outstanding immediately prior to the Effective Time is converted into and exchange for 1,000 validly issued, fully paid and non-assessable shares of the Subsidiary's common stock.

 

We are based in San Diego, California, and operate as a Media Content Hub for Domestic and International syndication Technology/Telecommunications company operating on our own proprietaryTPT Global Digital Media TV and Telecommunications infrastructure platform and also provides technology solutions to businesses domestically and worldwide. We offer Software as a Service (SaaS), Technology Platform as a Service (PAAS), Cloud-based Unified Communication as a Service (UCaaS) and carrier-grade performance and support for businesses over our private IP MPLS fiber and wireless network in the United States. Our cloud-based UCaaS services allow businesses of any size to enjoy all the latest voice, data, media and collaboration features in today's global technology markets. We also operate as a Master Distributor for Nationwide Mobile Virtual network Operators (MVNO) and Independent Sales Organization (ISO) as a Master Distributor for Pre-Paid Cellphone services, Mobile phones, Cellphone Accessories and Global Roaming Cellphones.

We anticipate needing an estimated $16,900,000 in capital to continue our business operations and expansion. We do not have all committed sources for these additional funds and will need to be obtained through debt or equity placements or a combination of those. As part of this $16,900,000, we will need to payTech, Inc. was issued a total of $1,600,0004,658,318 common shares of ASHI (the "ASHI Common Stock"), as a result of the merger, constituting 86% of the then issued and outstanding common stock. TPT Global Tech, Inc. also has purchased all of the 500,000 Series A Super Majority Voting Preferred Shares of ASHI for a convertible note payable of $500,000 due in a Seller loan by April 2019180 days which bears interest at 6.0% per annum and is convertible to shares of the Company’s common stock at 85% of the volume weighted average price for the acquisitionpreceding 5 market trading days.  This note payable has not been paid and is considered delinquent.  Discussions are ongoing with the holder of the Blue Collar assets and $4,000,000 to pay a seller note payable as part of the consideration of ViewMe Live technology in 2017, due $2,000,000 from debt proceeds intended to be obtained from debt proceeds in 2019 and from the second Company public offering intended to be in 2019. We do not have a committed source of those funds.payable.

 

Our executive offices are located at 501 West Broadway, Suite 800, San Diego, CA 92101 and the telephone number is (619) 301-4200 We maintain a website at www.tptglobaltech.com, and such website is not incorporated into or a part of this filing.

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CORPORATE STRUCTURE

Our corporate structure is as follows:

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CURRENT BUSINESS

Company Overview

Through key acquisitions, in 2015 we launched wholesale and retail operations in the United States and Internationally. These first acquisitions with their customer bases, Distribution Channels and Technology are the base for our organic growth strategy opportunities to cross pollinate or sell our planned New Generation, New Media Technology products and services, Domestically and Internationally.

We, and our related companies and acquisitions, are seeking to be an innovative Telecom/CUBS (Cloud Unified Businesses Services) as one of the first to combine recurringTelecom, Mobile Banking, Media and Data/Cloud Servicesrevenue under one roof, and then bring all relevant data from those services into a proprietary information matrix platform capable of delivering a “Daily and Intelligent Dashboard” to our Domestic and International customers. Such a cohesive combination of services and information from a single provider has been heretofore nonexistent. We intend to pioneer an integrated communication services and information technology suite, to empower companies with vital communications services technology, and highly relevant diagnostic information.

To date we have generated revenues primarily through operating as a Competitive Local Exchange Carrier (“CLEC”) in Arizona. Our primary revenues in 2018 and 2017 are primarily from telecommunications services and products.

Our operating divisions historically have been those that sell telecommunications services and those that sale telecommunications products. Cloud based services assets were acquired in 2016 and are intended to be more of a contributing factor to revenues in 2019 and forward.

Our Key Divisions: K Telecom and Global Telecom- GSM Distribution

K Telecom and Global Telecom are located in the Northwest of the United States and sell and distribute GSM Cell Phone and Prepaid GSM Services for MVNO’s (Mobile Virtual Network Operators) through approximately 100 brick and mortar retail store-front locations in Washington and Oregon.

Our TruCom, LLC– CLEC–Phoenix, Arizona

Our TruCom division, a subsidiary of Copperhead Digital Holdings, LLC, is a Facilities Based Competitive Local Exchange Carrier (CLEC) headquartered in Phoenix, AZ. Founded in 2006 (as Copperhead Digital Carrier) for the purpose of operating a state-of-the-art Fiber Optic Network constructed by and acquired from Adelphia Communications, TruCom now operates its own carrier class Fiber Optic Network, state-of-the-art Wireless Point-to-Point network, and Patent Pending proprietary “Bulletproof” technology seamlessly integrating the two.

TruCom offers Phone, Internet, Fiber Optic, Wireless, Hosted PBX, Wi-Fi, Wi-Max, Engineering, Cabling, Wiring and Cloud services. With a penchant for pushing the envelope, TruCom has pioneered innovative, hosted firewall and managed MPLS service technologies (SuperCore MPLS™) and was the Industry first to engineer patent-pending failover services utilizing our own fiber optic and wireless networks to guarantee business continuity and service uptime. Located in multiple Local Serving Offices and Points of Presence (POP’s) in the primary Data Centers in the market, TruCom’s extensive Fiber Optic Network runs through the heart of the most densely populated corridors of the Greater Phoenix Metro Area. Their Wireless Point to Point and Point to Multipoint Network is fed by the infinitely scalable capacity of the Fiber Optic Network and consists of more than 16 Major Access Points. This footprint not only provides coverage throughout the metro area, but also spans into outlying Cities, often providing the only carrier grade solution available in the region. TruCom’s substantial Network Assets, Innovative Service Offerings, and Dedicated Customer Service have driven a substantial increase in revenue each year over the past several years. 

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Our Port2Port Assets

We acquired assets that relate to reseller call termination both domestically and internationally in Dallas Texas of Port2Port. These assets provide approximately 100 Domestic and international customers and vendors terminating wholesale calls domestically and internationally.

Our San Diego Media Division

San Diego Media, Inc. (“SDM”)(www.sandiegomedia.com) is an established Southern California based software engineering and Internet e-commerce marketing services company that provides enterprise-class integrated solutions for manufacturers, retailers, and distributors focused on developing solutions for companies seeking online growth and profitability.

Founded in 1999, historically the primary market offering has been MaxEXP®, a proven stable, productivity-enabling proprietary eCommerce platform, built on open-standards technology that empowers companies to deploy and manage eCommerce offerings at lower cost and at less time than required to deploy more conventional high-end solutions — and, we believe, all without sacrificing the essential merchandising functionality, customizability, extensibility, scalability, security, and performance that much more expensive solutions provide. MaxEXP supports both B2B and B2C functionality simultaneously which few other eCommerce solutions will provide successfully out-of-the-box.

These early engagements have enabled SDM to solidify and refine the core SDM technology architecture and to enhance the platform with market-driven merchandising features and functionality. SDM has made significant R&D investments in operational infrastructure including sophisticated monitoring systems, comprehensive security, time-tracking, client management tools, and continuous compliance with the demanding payment card industry (PCI) standards.

SDM has complemented these systems with a full range of automated and enterprise-class capabilities for fully integrating with customer’s legacy systems, call centers, fulfillment houses, and other critical business process applications.

SDM has complimented its technologies with a wider range of professional internet and marketing services that enables client success, to create successful business relationships over long-term.

As the market has changed through the years SDM has continued to innovate and expand its strategic and technology development partnerships; these include, MIndTouch, BigCommerce, Avalara, CPC Strategies, eBridge, Imperva Incapsula, Chris Chase Design. SDM’s newest client is based in Singapore and it represents its most innovative use of technologies to date.

Blue Collar Production Division

 

Our production division, Blue Collar Productions (formerly Blue Collar, Inc.), creates original live action and animated content productions and has produced hundreds of hours of material for the television, theatrical, home entertainment and new media markets. Mr. Rowen, our CEO of Blue Collar, works closely with major television networks, cable channels and film studios to produce home entertainment products.

The Documentary film group at Blue Collar recently completed a film on the cultural impact ofGoodfellas:20 Years Laterthat featured Martin Scorsese, Robert DeNiro, Lorraine Bracco, Leonardo DiCaprio and many others. They have also produced a series of film anthologies for Turner Classic Movies. Blue Collar is currently in production onBuilt To Fail,which is a look at the history of street wear. The film features Tommy Hilfiger, Russell Simmons and a host of notable street wear designers. They are also in pre-production onThe 29 Club, a look at notable musicians who all tragically died at age 29;Memories in Music, which is an in-depth study of the impact of memory through music on Alzheimer’s patients andFaces of Vegas, an exploration into the culture of Las Vegas, Nevada. 

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Blue Collar Productions currently has the feature filmLooking For Alaska, based on the John Green novel, producing for Paramount Pictures. The company produced for a pilot for MTV for a possible series, “My Jam” aired in the Fall of 2016. Blue Collar has also produced two seasons of “Caribbean’s Next Top Model Season.”

Blue Collar Productions designs branding and marketing campaigns and has had contracts with some of the world’s largest companies including PepsiCo, Intel, HP, WalMart and many other Fortune 500 companies. Additionally, they create motion picture, television and home entertainment marketing campaigns for studios including Sony, DreamWorks, Twentieth Century Fox, Universal Studios, Paramount Studios, and Warner Brothers.

The CEO of this division, Mr. Rowen, has worked with filmmakers including Steven Spielberg, Ron Howard, Brett Ratner and James Cameron. Mr. Rowen also has very close working relationships with actors including Tom Hanks, Brad Pitt, Julia Roberts, Robert Downey, Jr., Denzel Washington, Ryan Gosling, Sofia Vergara, Mariska Hargitay and many others.

Prior to starting Blue Collar Productions, Mr. Rowen functioned as the head of home entertainment production for DreamWorks SKG from 1997 to 2000. He also serves as the President of Long Leash Entertainment, an aggregator of entertainment based intellectual property and creator of high-end entertainment content.

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Technology Company Overview

 

Our Company was formed as the successor of two US Corporations, Ally Pharma US, a Pharmaceutical technology research company founded in 1988 and TPT Global Inc. a Media Content, Voice and Data, Interconnect and International gateway provider. TPT Global Tech is headquartered in San Diego, California and operates as a holding company for its Media, Smartphone, Network, Content and SaaS (Software as a Services) domestic and international businesses.

 

Historically and through key acquisitions we launched Telecommunications wholesale and retail operations in the United States and Internationally. These first acquisitions with their Customer Bases, Distribution Channels and Technology are the base for our organic growth strategy and provide opportunities to cross sell our platforms and New Media Technology products and services Domestically and Internationally.

 

We are based in San Diego, California and operate as a technology-based company with divisions providing telecommunications, medical technology and product distribution, media content for domestic and international syndication as well as technology solutions. We operate as a Media Content Hub for Domestic and International syndication, Technology/Telecommunications company using on our own proprietary Global Digital Social Media and Mobile TV and Telecommunications infrastructure platform and we also providesprovide technology solutions to businesses worldwide. We offer Software as a Service (SaaS), Technology Platform as a Service (PAAS),

Cloud-based Unified Communication as a Service (UCaaS) and carrier-grade performance and support for businesses over our private IP MPLS fiber and wireless network in the United States. Our cloud-based UCaaS services allow businesses of any size to enjoy all the latest voice, data, media and collaboration features in today's global technology markets. We also operate as a Master Distributor for Nationwide Mobile Virtual Network Operators (MVNO) and Independent Sales Organization (ISO) as a Master Distributor for Pre-Paid Cellphone services, Mobile phones, Cellphone Accessories and Global Roaming Cellphones.

 

Our technologies “Gathers Big Data” to predict our customers’ viewing and spending habits. We then deliver Products and Services to support that estimated demand and share advertising revenues with our Content, Digital Media and Linear Broadcast Partners worldwide.

 

Each of our four divisions contributes to the launch of our global Content delivery platform “VuMe” formerly known as “ViewMe Live” and creates cross pollinating revenue opportunities and a closed Global E-commerce Eco environment which we believe will help us execute our shortshort- and long termlong-term corporate objectives. Our Content Division TPT Media and Entertainment LLC which consists of Blue Collar Productions (our TV and Film content Production company) creates original content and in some cases third party content. Once Content has been produced, we will then broadcast and delivereddeliver that content over our proprietary VuMe Mobile TV and Social media  Platform on our proprietary Trucom Telecommunication Network infrastructure domestically and internationally.

 

Our corporate goal is to work within our four in house divisions (Smartphone, Network, Content and SaaS) to launch hardware abs software sales and build a viewer subscriber base domestically and internationally. This edge device deployment would deliver free Content, free Linear Broadcast feeds and Social Media features on our Free proprietary VuMe Mobile app platform which includes in app users subscription models with

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the anticipation to aggregate and showcase our original and third-party Content, Digital Media and Linear broadcast feeds from and too the four corners of the Globe.

All of the back technology or features for ViewMe Live have been developed and we anticipate spending an additional $500,000 USD to complete the front-end features which believe will take approximately 120 days from our funding event.

 

We have generated revenues in 20182023, 2022 and 2017,2021, primarily through operating as a Facilities Based Telecommunications Competitive Local Exchange Carrier (“CLEC”) in Arizona.Broadband Internet provider. The company currently operates anCompany can also operate its approximate 58 miles Fiber optic ring throughout the greater Phoenix valley offering such services as Basic Residential Phone service, Basic Business phone service, POT’s lines, Basic Fiber Broadband Internet services, Wireless Internet Services, Toll Free 800 services, EFax, Erate, Dedicated T-1 Services, Auto Attendant, SIP Trunks, Mobile and VoiPVoIP services. These servicesofferings will continue for the forseeableforeseeable future weighted heavily towards offering more Wireless Internet services and the Fiber Ring will be transformed into a Private Test facility to be offered for rent to businesses needing a private network to test new products for proof of concept purposes.   Since the acquisition of the assets of SpeedConnect in 2019, we operate as a Broadband Wireless Access (BWA) provider and are considered one of the nation’s largest rural wireless broadband Internet providers serving approximately 2,000 residential and commercial wireless broadband Internet customers, in Arizona, Idaho, Michigan, Montana, and Texas.

 

We, and our related acquired companies are seeking to be an innovative Media-Telecom/CUBS (Cloud Unified Businesses Services) company and one of the first to combine recurring Telecom, Media and Data/Cloud Services revenue under one roof, then bring all relevant data from those services into a proprietary telecom infrastructure and information matrix platform capable of delivering a “Daily and Intelligent Dashboard” to our Domestic and International customers. Such a planned cohesive combination of services and information from a single provider has been heretofore nonexistent. We intend to pioneer an integrate communication services and information technology suites to empower individuals and companies with vital communications, Smartphone, Network, Content, SaaS (Software as A Service), New Media Technology products and services, and valuable relevant diagnostic information both Domestically and Internationally.  

 

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We are currently able to deliver a live Global Mobile TV Broadcast and Social Media Platform utilizing a Mobile App technology on our proprietary Content Delivery Network.Network “VuMe”. We plan to expand our Cloud Unified Business Services (CUBS) technology-based business services unifying multiple services from the cloud.cloud including applications developed for our medical division.

 

CUBS (Cloud Unified Business Services) - We are a CUBS provider, acquiring customers and then cross selling additional products and services through our proprietary Wrap Around Relationship Marketing (WARM) system, intending to make the customers very sticky.sticky – prone to not leave as a customer.

 

Planned Activities

 

Big Data & Predictive Analytics - Our capability to utilize our proprietary aggregation platform to gather data from our hardware and software edge device (End Users) deployments positions the Company to be a leader in predictive analytics.

tptw_10kimg11.jpg

   

Cross-Sales – Our growth strategy through complimentary acquisitions may create opportunities to cross and sell its New Generation, New Media technology products and services to a growing customer base across multiple distribution channels, both domestically and internationally.

 

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Market Launch - Through our acquisition of View-me LiveVuMe from Matrix,Matrixsites, we have acquired the live backend broadcast Network technology for our Global Mobile TV and Social Media platform. Subject to raising capital of ($500,000)500,000 to $5,000,000) from our fund-raising activities, we believe we are approximately 120within 60 to 90 days from completing the frontend development component to launch its “View-me Live”of launching our “VuMe” Mobile APP delivery platform at an estimated cost of $500,000 USD.platform.

 

Liquidity and Capital Resource Needs

  SaaS /----------Content------/ /---------Network--------/ Phone General
Initial Proposed Uses of Funds:              
  San Diego Media Blue Collar ViewMe Live Proposed Acquisition Lion Phone 4K Units General 2019 Acq Totals
Est. Build-Out Costs-Complex $---     ---    ---    ---    ---    ---   $—   
Studio Equip  ---    ---   $400,000   ---    ---    ---   $400,000 
Hardware Manufacturing  ---    ---    ---    ---   $500,000   ---   $500,000 
ViewMe Live Completion  ---    ---   $2,000,000   ---    ---    ---   $2,000,000 
Initial Capx $---    $---    $2,400,000  $---    $500,000  $---    $2,900,000 
Cash for Acquisitions  ---    ---    ---   $3,000,000   ---   ---   $3,000,000 
Seller Note Retirement $250,000  $1,600,000  $4,000,000   ---   $400,000   ---   $6,250,000 
Marketing Budget  ---    ---   $1,000,000   ---    1,000,000   250,000  $2,250,000 
General Working Capital $100,000   ---    ---    ---    ---   $2,400,000  $2,500,000 
Real Estate Acquisition  ---    ---    ---    ---    ---    ---   $---   
Total Project Cost $350,000  $1,600,000  $7,400,000  $3,000,000  $1,900,000  $2,650,000  $16,900,000 

Quarter by Quarter Analysis SaaS /---------------Content-----------/ Network Phone General Total
 Capital :                           
 2019                           
 1st   ---   ---   ---   $         500,000   ---   ---  $500,000
 2nd  $250,000  $1,600,000  $2,400,000   $2,500,000   $900,000   ---   $7,650,000
 3rd   ---    ---   $2,000,000   ---    ---    ---   $2,000,000
 4th   ---    ---   2,000,000    ---    ---    ---   $2,000,000
 Working Capital:                           
 2019                           
 1st   ---   ---   ---   ---  $---   $400,000  $400,000
 2nd   $100,000    ---   $100,000   ---   $350,000  $1,250,000  $1,800,000
 3rd   ---    ---   $450,000   ---   $350,000  $500,000  $1,300,000
 4th   ---    ---   $450,000   ---   $300,000  $500,000  $1,250,000
    $350,000  $1,600,000  $7,400,000  $3,000,000  $1,900,000  $2,650,000  $16,900,000

 

  Projected Capital Phases
Private Placement (negotiations pending) 06/30/2019 $16,900,000 
    $16,900,000 

We anticipate needing an estimated $50,000,000 in capital to continue our business operations and expansion. We do not have committed sources for these additional funds and will need to be obtained through debt or equity placements or a combination of those.

 

Estimate of Liquidity and Capital Resource Needs 

Product and technology engineering and development

 

$5,000,000

 

Equipment purchases

 

 

5,000,000

 

Repayment of short-term debt and other short-term financing arrangements

 

 

9,000,000

 

Business development and business acquisitions

 

 

10,000,000

 

General working capital, investor relations, internal controls, and other human capital and other corporate purposes

 

 

17,000,000

 

Brokerage commissions and expenses

 

 

4,000,000

 

 

 

$50,000,000

 

Although the items set forth above indicate management’s present estimate of our liquidity and capital resource needs, we may reallocate the proceeds or utilize them for other corporate purposes. Our actual use proceeds may vary from these estimates because of a number of factors, including whether we are successful in completing future acquisitions, whether we obtain additional funding, what other obligations have been incurred by us, the operating results of our initial acquisition activities, and whether we are able to operate profitably. If our need for working capital increases, we may seek additional funds through loans or other financing. There are no current commitments for any such financing opportunity, and there can be no assurance that these funds may be obtained in the future if the need arises.

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QUARTERLY BUDGET

      2019    
  1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Total
           
  SaaS    —    $250,000    —     —    $250,000 
     WC    —    $100,000    —    $—    $100,000 
  Content    —    $4,000,000   $2,000,000  $2,000,000  $8,000,000 
     WC    —    $100,000   $450,000  $450,000  $1,000,000 
  Network   $500,000  $2,500,000   $—    $—    $3,000,000 
  Phone    —    $900,000    —     —    $900,000 
      WC    —    $350,000   $350,000  $300,000  $1,000,000 
  General   $400,000  $1,250,000   $500,000  $500,000  $2,650,000 
                        
    $900,000  $9,450,000   $3,300,000  $3,250,000  $16,900,000 

RECENT ACQUISITIONSACQUISITIONS/FORMATIONS OF OPERATING DIVISIONS/SUBSIDIARIES

 

Blue Collar Production DivisionAcquisitions – Potential and Terminated

 

Our production division, Blue Collar Productions (formerly Blue Collar, Inc.), creates original live actionGeokall UK Ltd. Acquisition and animated content productionsPurchase Agreement

On October 31, 2023, as amended on April 9, 2024, the Company entered into an Acquisition and has produced hundreds of hours of material for the television, theatrical, home entertainment and new media markets. Mr. Rowen, our CEO of Blue Collar, works closelyPurchase Agreement with major television networks, cable channels and film studios to produce home entertainment products.

The Documentary film group at Blue Collar recently completed a film on the cultural impact ofGoodfellas:20 Years Laterthat featured Martin Scorsese, Robert DeNiro, Lorraine Bracco, Leonardo DiCaprio and many others. They have also produced a series of film anthologies for Turner Classic Movies. Blue Collar is currently in production onBuilt To Fail,which is a look at the history of street wear. The film features Tommy Hilfiger, Russell Simmons and a host of notable street wear designers. They are also in pre-production onThe 29 ClubGeokall UK Ltd. (“Geokall”), a look at notable musicians whoUK Limited Company, and its owners (“Sellers”) (altogether, the “Parties”) for all tragically died at age 29;Memories in Music, which is an in-depth study of the impactassets, liabilities, intellectual property, and technology of memory through musicGeokall in exchange for 200,000 shares of TPT restricted Series F Convertible Preferred Stock with a stated price of $5.00 USD per share with the Designation of Rights and Privileges similar to TPT’s Series E Preferred Shares, but which Series F Preferred Shares designation has not yet been submitted or approved by the Secretary of State of Florida, and cannot be assured. In addition, TPT agrees that upon a successful fund-raising event, TPT will provide Geokall with working capital in the amount up to $500,000. An audit based on Alzheimer’s patientsSEC Standards of Geokall UK Ltd financial statements, including footnotes, must be obtained andFaces of Vegas, an exploration into the culture of Las Vegas, Nevada.

Blue Collar Productions currently hasParties agree that the feature filmLooking For Alaska,purchase price may be subject to change based on the John Green novel, producing for Paramount Pictures. The company produced for a pilot for MTV for a possible series, “My Jam” aired in the Fall of 2016. Blue Collar has also produced two seasons of “Caribbean’s Next Top Model Season.”

Blue Collar Productions designs branding and marketing campaigns and has had contracts with someresults of the world’s largest companies including PepsiCo, Intel, HP, WalMart and many other Fortune 500 companies. Additionally, they create motion picture, television and home entertainment marketing campaigns for studios including Sony, DreamWorks, Twentieth Century Fox, Universal Studios, Paramount Studios, and Warner Brothers.audit.  The closing may occur prior to the audit being completed if Parties agree.

Other Terminated Acquisitions

The CEOCompany had pending agreements to acquire, and had disclosed in prior filings, Broadband Infrastructure Inc. and Tekmovil Holdings LLC.  Both of this division, Mr. Rowen, has workedthese intended acquisitions have terminated by mutual agreement, or have gone beyond their allowed closing date in accordance with filmmakers including Steven Spielberg, Ron Howard, Brett Ratner and James Cameron. Mr. Rowen also has very close working relationships with actors including Tom Hanks, Brad Pitt, Julia Roberts, Robert Downey, Jr., Denzel Washington, Ryan Gosling, Sofia Vergara, Mariska Hargitay and many others.

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Prior to starting Blue Collar Productions, Mr. Rowen functioned as the head of home entertainment production for DreamWorks SKG from 1997 to 2000. He also serves as the President of Long Leash Entertainment, an aggregator of entertainment based intellectual property and creator of high-end entertainment content.acquisitions in place.

Our Business Methods

 

Centralized Platform and New Generation Network

 

We are nowUpon the closing of our acquisition of GeoKall, we will be operating a next-generation broadband network reselling other companies’ networks on a wholesale arbitrage basis (buying and reselling other companies’ capacity) on our centralized VIVO Platform..”Geokall ESim Platform”. We arewill be interconnected to U.S. and International carriers to date. Once funded, we intend to deploy our own in-country networks in the targeted emerging markets. This will enable us to be able to provide better quality termination and increase our operating margins. We believe our platform will produce substantial operational cost savings. Because of our pricing advantage, we arewill be able to offer our clients products and services at an attractive pricing structure, creating a strong competitive advantage. BasedWe believe that based on our intended low network operating costs and low-cost infrastructure, we believe we maywill be able to penetrate emerging markets with little network build-out and at a reasonable price. Management believesWe believe that our service offerings will be well received in emerging markets based on existing relationships and pricing structure, which will enable us to set the industry standard with little competition.

 

Once we establish in-country networks, we will be able to market Phones, Networks, Content and SaaS products targeted to specific subgroups that coincide with the country/region where we have a network in place or a strategic partnership network in place.

 

Use of Incumbent Networks

 

Under formal agreements we can privately brand and resell incumbent carriers’ underlying broadband networks, while deploying our own Wimax/Wi-Fi/GSM service plans and mobile handsets.

 

As a true value add, our VIVO billingGeokall ESim platform allows us to manage the billing and routing, offering our customers a seamless, branded network from anywhere we maintain a relationship. By way of incumbent operator networks, we can sell and market to retail and wholesale customers without the high infrastructure costs associated with deploying our own network. If and when the revenues justify the cost of constructing our own network, we plan to investigate adding a wireless Broadband/ GSM network and transfer our customer base in a final step to reduce costs of goods sold long-term.

 

Wholesale Termination

Wholesale termination is the reselling of excess network capacity on a reciprocal basis to other telecom carriers both domestically and internationally. Due to the large number of carrier relationships we have in the US and abroad, we believe we can immediately increase our wholesale termination in each country in which we have a license to operate. This wholesale activity generates additional cash flow immediately if successfully implemented. Wholesale termination is a low risk, low margin business.

 

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Service Description

 

Our next-generation wireless Broadband/GSM network relies on non-line-of-sight technology. This will provide a level of performance comparable to that delivered by evolving Worldwide Interoperability of Microwave Access (WiMAX) standards. The cost advantage equates to substantial reductions of fixed costs as compared to building traditional, legacy, and switched networks.

 

Our products and marketing strategy unifies the various features available in today’s telecommunication environment including:

 

·

Significant international broadband capacity

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·

High quality VoIP communication

 

·

Cellular/GSM and Wi-Fi wireless convergence

 

·

IPTV, Content Applications and Financial Services Products

 

·

Remote network management

 

·

Sophisticated Prepaid, Wholesale and Retail billing

 

·

CRM management; and Intranet Build-out, back office management and reporting.

 

Our Business Segments

 

Our business segment consists generally of providing strategic, legacy and data integration products and services to small, medium and enterprise business, wholesale and governmental customers, including other communication providers. Our strategic products and services offered to these customers include our collocation, hosting, broadband, VoIP, information technology and other ancillary services. Our services offered to these customers primarily include local and long-distance voice, inducing the sale of unbundled network elements (“UNEs”), switched access and other ancillary services. Our product offerings include the sale of telecommunications equipment located on customers’ premises and related products and professional services, all of which are described further below.

 

Our products and services include local and long-distance voice, broadband, Ethernet, collocation, hosting (including cloud hosting and managed hosting), data integration, video, network, public access, VoIP, information technology and other ancillary services.

 

We offer our customers the ability to bundle together several products and services. For example, we offer integrated and unlimited local and long-distance voice services. Our customers can also bundle two or more services such as broadband, video (including through our strategic partnerships), voice services. We believe our customers value the convenience and price discounts associated with receiving multiple services through a single company.

 

Most of our products and services are provided using our telecommunications network, which consists of voice and data switches, copper cables, fiber-optic cables and other equipment.

 

Described in greater detail below are our key products and services.services are as follows:

 

KTPT SpeedConnect: ISP and Telecom and Global Telecom- GSM Distribution(Held within TPT’s majority controlled subsidiary Asberry 22 Holdings, Inc.)

 

K TelecomOn May 7, 2019, the Company completed the acquisition of substantially all of the assets of SpeedConnect LLC (“SpeedConnect”) for $1.75 million, including the assumption of all contracts and Global Telecomliabilities pertinent to operations and conveyed them into a wholly owned subsidiary TPT SpeedConnect. The Acquisition closed on May 7, 2019. SpeedConnect was founded in 2002 by its CEO John Arthur Ogren and is in its 17th year of operations as a national, predominantly rural, wireless telecommunications residential and commercial Internet Service Provider (ISP). TPT SpeedConnect’s primary business model is subscription based, monthly reoccurring revenues, from wireless delivered, high-speed Internet connections utilizing its company built and owned national network. SpeedConnect also resells third-party satellite Internet, DSL Internet, IP telephony and DISH TV products.

SpeedConnect is a privately-held Broadband Wireless Access (BWA) provider. Today, TPT SpeedConnect is one of the nation’s largest rural wireless broadband Internet providers which serves approximately 2,000 residential and commercial wireless broadband Internet customers, in Arizona, Idaho, Michigan, Montana and Texas.

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TPT SpeedConnect is a full-service ISP. The company’s back office is run by company employees, and includes network management, network monitoring and maintenance, significant allocations of registered address in public IP4 and IP6 space, employee based customer service, installation services, automated resources and application based scheduling and tracking, paper, ACH, credit card, and email billing, warehousing, fulfillment, integrated customer premise provisioning, walled garden collections and customer self-restarts, bandwidth usage tracking, integrated, secure, and deep financial and operations dash board reporting, collections, accounting, payables, owned and licensed backhaul, intelligent bandwidth management, consumption rated billing, customer payment portals, and all wrapped in a mature, first hit on all search engines, Internet Brand. The company today services approximately 2,000 residential and commercial Internet customers over its approximately 100+-cellular tower footprint across 5 Midwestern States.

Today’s urban ISP landscape is highly competitive and dominated by some of the world’s largest going concerns. Names like Comcast, AT&T, Cox, Charter and DISH are locatedhousehold words. Home Internet service has become synonymous with Cable. However, this is limited to the high-density top 100 markets. Beyond that the competition becomes more small licensed free wireless providers and satellite. Wire-line providers, unless backed with government subsidies, do not build beyond 15 homes per street mile. SpeedConnect services both rural and non-rural areas, and historically has done well in both marketplaces, however the margins are improved in the Northwestmore rural areas due to reduced voluntary and involuntary customer attrition.

TPT SpeedConnect’s key suppliers include but are not limited to; Juniper, ZTE, Huawei, Cisco, Sandvine, American Tower, SBA Tower, Crown Castle, CenturyLink, SuddenLink, South Dakota Networks, 123 dot net, Genesee Telephone, Air Advantage Fiber, Iron Mountain, ConVergence, CDW, Talley, Tessco, Bursma Electronics, DragonWave, Ceragon Networks, Telrad, Arris, AP, APD, Plante Morran, Fifth Third, Sprint and others.

An Agreement and Plan of Merger ("Agreement") was made and entered into as of March 24, 2023 by and among TPT SpeedConnect LLC, a Colorado Limited Liability Company (wholly-owned subsidiary of TPT Global Tech, Inc.) ("SPC"), and Asberry 22 Holdings, Inc., a Delaware Corporation ("ASHI"), and SPC Acquisition, Inc., a wholly-owned subsidiary of ASHI, domiciled in Colorado ("Acquisition Sub") primarily for the opportunities of capital raising. SPC then converted to a Corporate entity and Acquisition Submerged with and into SPC (the "Merger"). The separate corporate existence of Acquisition Sub ceased and SPC continues as the surviving corporation in the Merger and as wholly-owned subsidiary of ASHI. All of the United Statesproperties, rights and sellprivileges, and distribute GSM Cell Phonepower of SPC, vest in the Subsidiary, and Prepaid GSM Servicesall debts, liabilities and duties of SPC are the debts, liabilities and duties of the Subsidiary. The shares of common stock of Acquisition Sub issued and outstanding immediately prior to the Effective Time is converted into and exchange for MVNO’s (Mobile Virtual Network Operators) through approximately 100 brick1,000 validly issued, fully paid and mortar retail store-front locations in Washington and Oregon.non-assessable shares of the Subsidiary's common stock.

 

TruCom, LLC– CLEC–Phoenix, ArizonaTPT Global Tech, Inc. was issued a total of 4,658,318 common shares of ASHI (the "ASHI Common Stock"), as a result of the merger, constituting 86% of the then issued and outstanding common stock. TPT Global Tech, Inc. also has purchased all of the 500,000 Series A Super Majority Voting Preferred Shares of ASHI for a convertible note payable of $500,000 due in 180 days which bears interest at 6.0% per annum and is convertible to shares of the Company’s common stock at 85% of the volume weighted average price for the preceding 5 market trading days.

Blue Collar Production Division

 

Our TruComproduction division, Blue Collar Productions (formerly Blue Collar, Inc.), creates original live action and animated content productions. Blue Collar creates original live action and animated content and has produced hundreds of hours of material for the television, theatrical, home entertainment and new media markets.

The Documentary film group at Blue Collar recently completed a subsidiaryfilm on the cultural impact of Copperhead Digital Holdings, LLC,Goodfellas: 20 Years Later that featured Martin Scorsese, Robert DeNiro, Lorraine Bracco, Leonardo DiCaprio and many others. They have also produced a series of film anthologies for Turner Classic Movies. Blue Collar is currently in production on Built To Fail, which is a Facilities Based Competitive Local Exchange Carrier (CLEC) headquarteredlook at the history of street wear. The film features Tommy Hilfiger, Russell Simmons and a host of notable street wear designers. They are also in Phoenix, AZ. Foundedpre-production on The 29 Club, a look at notable musicians who all tragically died at age 29; Memories in 2006 (as Copperhead Digital Carrier) forMusic, which is an in-depth study of the purposeimpact of operating a state-of-the-art Fiber Optic Network constructed bymemory through music on Alzheimer’s patients and acquired from Adelphia Communications, TruCom now operates its own carrier class Fiber Optic Network, state-of-the-art Wireless Point-to-Point network, and Patent Pending proprietary “Bulletproof” technology seamlessly integratingFaces of Vegas, an exploration into the two.culture of Las Vegas, Nevada. 

 

TruCom offers Phone, Internet, Fiber Optic, Wireless, Hosted PBX, Wi-Fi, Wi-Max, Engineering, Cabling, WiringBlue Collar Productions currently has the feature film Looking For Alaska, based on the John Green novel, producing for Paramount Pictures. The company produced for a pilot for MTV for a possible series, “My Jam” aired in the Fall of 2016. Blue Collar has also produced two seasons of “Caribbean’s Next Top Model Season.”

Blue Collar Productions designs branding and Cloud services. TruCom offers hosted firewallmarketing campaigns and managed MPLS service technologies (SuperCore MPLS™).has had contracts with some of the world’s largest companies including PepsiCo, Intel, HP, WalMart and many other Fortune 500 companies. Additionally, they create motion picture, television and home entertainment marketing campaigns for studios including Sony, DreamWorks, Twentieth Century Fox, Universal Studios, Paramount Studios, and Warner Brothers.

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The company currently operates an approximate 58 miles Fiber optic ring throughout the greater Phoenix valley offering such services as Basic Residential Phone service, Basic Business phone service, POT’s lines, Basic Fiber Broadband Internet services, Wireless Internet Services, Toll Free 800 services, EFax, Erate, Dedicated T-1 Services, Auto Attendant, SIP Trunks, MobileCEO of this division, Mr. Rowen, has worked with filmmakers including Steven Spielberg, Ron Howard, Brett Ratner and Voip services.James Cameron. Mr. Rowen also has very close working relationships with actors including Tom Hanks, Brad Pitt, Julia Roberts, Robert Downey, Jr., Denzel Washington, Ryan Gosling, Sofia Vergara, Mariska Hargitay and many others.

 

Port2Port DivisionPrior to starting Blue Collar Productions, Mr. Rowen functioned as the head of home entertainment production for DreamWorks SKG from 1997 to 2000. He also serves as the President of Long Leash Entertainment, an aggregator of entertainment based intellectual property and creator of high-end entertainment content.

 

Assets for reseller call termination both domestically and internationally in Dallas Texas. These assets provide approximately 100 Domestic and international customers and vendors terminating wholesale calls domestically and internationally.

San Diego Media

San Diego Media, Inc. (“SDM”)(www.sandiegomedia.com) is an established Southern California based software engineering and Internet e-commerce marketing services company that provides enterprise-class integrated solutions for manufacturers, retailers, and distributors focused on developing solutions for companies seeking online growth and profitability. The primary market offering has been MaxEXP®, a proven stable, productivity-enabling proprietary eCommerce platform, built on open-standards technology that empowers companies to deploy and manage eCommerce offerings at lower cost and at less time than required to deploy more conventional high-end solutions.

Media Content

 

We operate as a Media Content Hub for Domestic and International syndication, Technology/Telecommunications company using on our own proprietary Global Digital Media TV and Telecommunications infrastructure platform “VuMe” and we also providesprovide technology solutions to businesses worldwide. We offer Software as a Service (SaaS), Technology Platform as a Service (PAAS), Cloud-based Unified Communication as a Service (UCaaS) and carrier-grade performance and support for businesses over our private IP MPLS fiber and wireless network in the United States. Our cloud-based UCaaS services allow businesses of any size to enjoy all the latest voice, data, media and collaboration features in today's global technology markets. We also operate as a Master Distributor for Nationwide Mobile Virtual Network Operators (MVNO) and Independent Sales Organization (ISO) as a Master Distributor for Pre-Paid Cellphone services, Mobile phones, Cellphone Accessories and Global Roaming Cellphones.

 

Our technologies “Gathers Big Data” to predict our customers’ viewing and spending habits. We then deliver Products and Services to support that estimated demand and share advertising revenues with our Content, Digital Media and Linear Broadcast Partners worldwide.

 

Each of our four divisions contributes to the launch of our global Content delivery platform “ViewMe Live”“VuMe” and creates cross pollinating revenue opportunities and a closed Global E-commerce Eco environment which we believe will help us execute our short and long term corporate objectives. Our Content Division which consists of Blue Collar Productions (our TV and Film content Production company) creates original content and in some cases third party content. Once Content has been produced we will then broadcast and delivered that content over our proprietary Mobile TV Platform on our proprietary TrucomTruCom Telecommunication Network infrastructure domestically and internationally.

 

CUBS (Cloud Unified Business Services)

 

We are a CUBS provider(Cloudprovider (Cloud Unified Businesses Services) company and one of the first to combine recurring Telecom, Media and Data/Cloud Services revenue under one roof, then bring all relevant data from those services into a proprietary telecom infrastructure and information matrix platform capable of delivering a “Daily and Intelligent Dashboard” to our Domestic and International customers. Such a planned cohesive combination of services and information from a single provider has been heretofore nonexistent. We intend to pioneer an integrate communication services and information technology suites to empower individuals and companies with vital communications, Smartphone, Network, Content, SaaS (Software as A Service), New Media Technology products and services, and valuable relevant diagnostic information both Domestically and Internationally.

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We are currently able to deliver a live Global TV Broadcast and Social Media Platform utilizing a Mobile App technology on our proprietary Content Delivery Network. We plan to expand our Cloud Unified Business Services (CUBS) technology-based business services unifying multiple services from the cloud.

Blue Collar Production Division

Our production division, Blue Collar Productions (formerly Blue Collar, Inc.), creates original live action and animated content productions. Blue Collar creates original live action and animated content and has produced hundreds of hours of material for the television, theatrical, home entertainment and new media markets.RECENT DEVELOPMENTS

 

CORPORATE ORGANIZATION CHARTFinancing Arrangements

 

Standby Equity Commitment Agreement

 

On February 15, 2024, the Company entered into a Standby Equity Commitment Agreement, dated February 14, 2024 (the "SECA") with MacRab LLC, a Florida limited liability company (the "MacRab"). The SECA provides the Company with an option to sell up to $3,000,000 worth of the Company's common stock to MacRab, in increments, over the period ending twenty-four (24) months after the date that a related registration statement is deemed effective by the U.S. Securities and Exchange Commission, pursuant to the terms and conditions contained in the SECA. The purchase price per share, for each respective put under the SECA, is equal to 90% of the average of the two (2) lowest volume weighted average prices of the Common Stock during the six (6) trading days following the clearing date associated with the respective put under the SECA.  The Company will pay a finders fee on each increment drawn of up to 8% in cash and 8% in restricted common shares of the Company.

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1800 Diagonal Financing

 

RECENT DEVELOPMENTSDated February 7, 2024, but consummated on February 12, 2024, TPT Global Tech, Inc. and 1800 Diagonal Lending LLC entered into a Convertible Promissory Note (“1800 Diagonal Note #4”) totaling $92,000.  The 1800 Diagonal Note #4, upon the terms and subject to certain general limitations and conditions, bears an interest rate of 12%,  22% default,  including a one-time earned interest charge of 12% or $11,040, resulted in cash received by the Company of $75,000 net of expenses and discount of $12,000. Required payments shall be 9 monthly payments of $11,449 starting March 15, 2024 with a total payback of $103,040.  The Holder may convert the outstanding unpaid principal amount into restricted shares of Common Stock of the Company at a discount of 35% of the Market Price, as indicated or upon default.  There are no warrants or options attached to this Note. The Company has initially reserved 750,000,000 shares of Common Stock for conversion pursuant to the 1800 Diagonal Note #4.  As a condition of funding this 1800 Diagonal Note #4, the Company increased share reserves on previous 1800 Diagonal Lending Notes by 750,000,000 shares.

 

WeDated March 25, 2024, TPT Global Tech, Inc. and 1800 Diagonal Lending LLC entered into a Convertible Promissory Note (“1800 Diagonal Note #5”) totaling $66,000.  The 1800 Diagonal Note #5, upon the terms and subject to certain general limitations and conditions, bears an interest rate of 19%, 22% default,  including a one-time earned interest charge of 19% or $12,540, resulted in cash received by the Company of $50,000 net of expenses and discount of $11,000. Required payments shall be $47,124 on September 30, 2024 and $10,472 on each of October 30 2024, November 30, 2024 and December 30, 2024 with a total payback of $78,540.  The Holder may convert the outstanding unpaid principal amount into restricted shares of Common Stock of the Company at a discount of 39% of the Market Price, as indicated or upon default.  There are no warrants or options attached to this Note. The Company has initially reserved 1,400,000,000 shares of Common Stock for conversion pursuant to the 1800 Diagonal Note #5.

FirstFire Financing

On May 6, 2024, the Company received $40,000 as an advance from FirstFire Global Opportunity Fund, LLC.  This advance is intended to be an advance from an intended $75,000 convertible promissory note that is being drafted and will be consummated in the near future.  There is no agreed upon definite terms as of the advance but that they include convertibility to common shares at a discount to market and a reservation of 1,250,000,000 common shares with the transfer agent for conversion. 625,000,000 of these shares have been reserved at the time of the advance. The purpose of the advance was for working capital purposes.

Amendments to Articles of Incorporation or Bylaws

On January  17, 2024, the Board of Directors of the Company  in accordance with the provisions of the Articles of Incorporation, as amended, and by-laws of the Company amended the Articles of Incorporation to increase the authorized number of common shares by Ten Billion Five Hundred Million (10,500,000,000) which increased the total authorized common shares to Fifteen Billion (15,000,000,000) with all common shares having the then existing rights powers and privileges as per the existing amended Articles of Incorporation and Bylaws of the Company. 

Consulting Agreements

Roy D. Foreman Business Development and Professional Services Consulting Agreement

On January 30, 2024, TPT Global Tech, Inc. dba TPT Entertainment and Media LLC and Roy D. Foreman (“Mr. Foreman”) entered into a Business Development and Professional Services Consulting Agreement. TPT engaged Mr. Foreman as President of the TPT’s US Domestic and International Boxing Division to provide business development and/or professional services related to making introductions to funding sources and the launch of TPT’s Live Mobile TV Broadcasting on TPT’s VuMe Super App platform.

Mr. Foreman will receive $500,000 USD, payable in TPT equity stock as compensation for consultant services as President of the TPT Global Tech dba TPT Media and Entertainment Division for which $100K USD of those service have been considered rendered. TPT equity stock shall mean common or preferred stock as created, or which may exist, by TPT Global Tech and agreed to by Mr. Foreman. The remaining payment will be rendered upon a JV, Technology Licensingsuccessful Launch of the VuMe Boxing division or a successful strategic partnership, branding, marketing, distribution or Network affiliation agreement.  Once first bridge financing has been raised Mr. Foreman will receive $7,500.00 per month as a consultant fee until additional capital has been raised to move consultant to W2 employment status with full employee benefits and Product distribution agreement with New Orbit Technologies Mexico. New Orbit Technology is controlled by Stephen J. Thomas Founder, CEO & Chairmanthe participation in the company’s employee stock option plan. At this stage Mr. Foreman will enter into a full company employment agreement.

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Sean Jones Business Development and Professional Services Consulting Agreement

On April 15, 2024, TPT Global Tech. The two companiesTech, Inc. dba TPT Entertainment and Media LLC and D. Sean Jones (“Mr. Jones”) entered into a Business Development and Professional Services Consulting Agreement. TPT engaged Mr. Jones as Executive Vice President of Business Development and In-House Counsel to provide business development and/or professional services related to making introductions to funding sources and the launch of TPT’s Live Mobile TV Broadcasting on TPT’s VuMe Super App platform.

Mr. Jones will share net profits 50% from the distribution and salereceive $375,000 of stated value of TPT Global Tech productsSeries F Preferred Shares, $5.00 per share, or 75,000 shares as compensation for services considered rendered as Executive Vice President of Business Development and services in Mexico. New Orbit Technology Mexico will focus on Smartphone Technology distribution, Digital Media Products and Renewable Energy projects inIn-House Counsel.

At this time, there is no designation for the country of Mexico. Under the laws in Mexico, New Orbit must be majority owned by Mexican citizens. We intend to create a collaboration between TPT Global Tech and New Orbit Mexico whereby our products and services are distributedSeries F Preferred shares. It is intended that the Series F preferred shares will have the same or similar features to Mexico through the New Orbit venture. We believe New Orbit Mexico can be the primary distribution partner for TPT Global Tech productsSeries E preferred shares, but this cannot be assured without a definite completed designation accepted by the State of Florida. Ultimately, the designation submitted and services in Mexico.approved by the state of Florida will be the governing designation for the Series F shares and used for this agreement.    

 

SpeedConnect Asset AcquisitionAdditional compensation shall be provided upon a successful launch of VuMe or a successful strategic partnership, branding, marketing, distribution, or network affiliation agreement. Mr. Jones shall have the option to receive, upon the successful launch of VuMe, monthly compensation commensurate with TPT's upper level management and transition to W2 employment status with full employee benefits and participation in the company's employee stock option plan.

Common Stock Issuances

Subsequent to December 31, 2023, FirstFire and 1800 Diagonal exercised their rights to convert $151,636 of principal amounts into 410,050,045 of shares of common stock.

Amendment and Restatement of the TPT Global Tech, Inc. Stock Option, Compensation, and Award Incentive Plan.

 

On April 3, 2019,February 1, 2024, by unanimous written consent, the Board of Directors and Majority Shareholder of TPT Global Tech, Inc. (the “Company”) approved and adopted an amendment and restatement of the 2024 TPT Global Tech, Inc. Stock Option, Compensation, and Award Incentive Plan (the “Plan”) to increase the maximum number of common shares, with a par value of $0.001 (“Common Shares”), available for grant to participants under the Plan to 3,500,000,000 Common Shares. In addition, the Plan was amended to define “Eligible Person” as an Employee, Consultant (Person or Professional Services Company) or Director of the Company, initiatedany Parent or any Subsidiary. A company other than a Professional Services Company is NOT eligible and “Issuance for Compensation for Services” shall mean the acquisition of substantially all of the assets of SpeedConnect LLC (“SpeedConnect”)issuance for $2 million, including the assumption of all contractsvaluable and liabilities pertinent to operations. SpeedConnect was founded in 2002 by its CEO John Arthur Ogren and is in its 17th year of operations as a national, predominantly rural, wireless telecommunications residential and commercial Internet Service Provider (ISP). The

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acquisition is expected to be completedadequate consideration determined by the end of April 2019. SpeedConnect’s primary business model is subscription based, monthly reoccurring revenues, from wireless delivered, high-speed Internet connections utilizing its company builtBoard as determined by performance pursuant to an agreement. This Plan amends and owned national network. SpeedConnect also resells third-party satellite Internet, DSL Internet, IP telephonysupersedes any and DISH TV products. Mr. Ogren will stay on as the CEO of SpeedConnect for TPTG for the next two years.all prior Plans.

 

SpeedConnect is a privately-held BroadbandWirelessAccess(BWA)provider.Today,SpeedConnect is oneofthenation’slargest rural wirelessbroadband Internet providers which serves over 25,000residential and commercialwirelessbroadband Internet customers, in Arizona, Idaho, Illinois, Iowa, Michigan, Montana, Nebraska,SouthDakota andTexas.

SpeedConnect is a full-service ISP. The company’s Frankenmuth Michigan back office is run by company employees, and includes, network management, network monitoring and maintenance, significant allocations of registered address in public IP4 and IP6 space, employee based customer service, installation services, automated resources and application based scheduling and tracking, paper, ACH, credit card, and email billing, warehousing, fulfillment, integrated customer premise provisioning, walled garden collections and customer self-restarts, bandwidth usage tracking, integrated, secure, and deep financial and operations dash board reporting, collections, accounting, payables, owned and licensed backhaul, intelligent bandwidth management, consumption rated billing, customer payment portals, and all wrapped in a mature, first hit on all search engines, Internet Brand. The company today services 25,000 residential and commercial Internet customers over its 220-cellular tower foot-print across 10 Midwestern States.

Today’s urban ISP landscape is highly competitive and dominated by some of the world’s largest going concerns. Names like Comcast, AT&T, Cox, Charter and DISH are household words. Home Internet service has become synonymous with Cable. However, this is limited to the high-density top 100 markets. Beyond that the competition becomes more small licensed free wireless providers and satellite. Wire-line providers, unless backed with government subsidies, do not build beyond 15 homes per street mile. SpeedConnect services both rural and non-rural areas, and historically has done well in both market places, however the margins are improved in the more rural areas due to reduced voluntary and involuntary customer attrition.

SpeedConnect’s key suppliers include but are not limited to; Great Lakes Data Systems, Juniper, ZTE, Huawei, Cisco, Sandvine, American Tower, SBA Tower, Crown Castle, CenturyLink, SuddenLink, South Dakota Networks, 123 dot net, Genesee Telephone, Air Advantage Fiber, Iron Mountain, ConVergence, CDW, Talley, Tessco, Bursma Electronics, DragonWave, Ceragon Networks, Telrad, Arris, AP, APD, Plante Morran, Fifth Third, Sprint and others.

CORPORATE MARKETING STRATEGY

 

Our corporate marketing strategy revolves around positioning VuMe as a trailblazing and consumer-centric technology brand, with a keen focus on VuMe Super App, VuMe Mobile, and GSM eSIM technology.

Brand Positioning: VuMe will be positioned as an innovator, committed to enhancing the digital lifestyle of users. Our brand will stand for cutting-edge technology, user convenience, and a seamless fusion of communication and entertainment.

Target Audience: Identifying specific target demographics for each product is crucial. For VuMe Super App, our target includes tech-savvy individuals seeking an all-in-one solution. VuMe Mobile targets a premium audience interested in expandinghigh-performance devices. GSM eSIM appeals to global travelers and professionals requiring secure, flexible connectivity.

Product Messaging:

·

VuMe Super App: Messaging will highlight its multifunctionality, user-friendly features, and customization options. We'll emphasize how it simplifies daily tasks, making it an indispensable tool.

·

VuMe Mobile: The focus is on top-tier Mobile phone service Plans that are priced competitively along with hardware, unique features, and exceptional design. Camera capabilities, battery life, and standout features will be showcased, positioning VuMe Mobile as a flagship device.

·

GSM eSIM Technology: Education about the benefits - flexibility, security, and global connectivity will be central. It simplifies travel by eliminating physical SIM cards, offering users a hassle-free and future-oriented connectivity solution.

Digital Presence: A robust online presence is critical. A user-friendly website, active social media channels, and SEO strategies will ensure visibility. Engaging content, such as blogs and videos, will be deployed to showcase product features and benefits.

Partnerships and Collaborations: Strategic partnerships with influencers, tech reviewers, and app developers will be forged to generate buzz and enhance the VuMe Super App ecosystem. Telecom operator collaborations will seamlessly integrate GSM eSIM technology.

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Customer Engagement: Implementing a loyalty program for VuMe users, gathering and acting on customer feedback, and providing excellent customer support are essential components of our operationsstrategy. Building a community around our products will enhance brand loyalty.

Offline Presence: VuMe Mobile sales will be facilitated through retail partnerships. Participation in tech expos and establishing experience zones in key locations will allow potential productusers to interact with and service streamsexperience VuMe products firsthand.

Promotions and Campaigns: Targeted marketing campaigns during key sales seasons, special promotions for early adopters, and referral programs will drive awareness and adoption. These efforts will be aligned with market trends and consumer preferences.

Monitoring and Analytics: Utilizing analytics tools to track campaign performance, monitoring social media sentiments, and making data-driven decisions will be integral to our strategy. Real-time adjustments will ensure our marketing efforts remain effective.

Regulatory Compliance: Ensuring compliance with data protection and telecom regulations is non-negotiable. Clearly communicating privacy and security measures will build trust among users, establishing VuMe as follows.a responsible and reliable brand.

By implementing these detailed strategies, we aim to not only introduce but establish VuMe Super App, VuMe Mobile, and GSM eSIM technology as leaders in their respective domains, creating a lasting impact in the competitive technology landscape.

 

MARKETING OBJECTIVE:

Establish

Our comprehensive marketing objectives for VuMe Super App, VuMe Mobile, and GSM eSIM technology are designed to establish a strong market presence and drive sustained growth. Firstly, we aim to increase brand awareness by an ambitious 30% within the first quarter. This will be achieved through a multifaceted approach involving targeted digital marketing campaigns, strategic SEO initiatives, and engaging social media content to ensure VuMe becomes a recognized and trusted name in the tech industry.

For VuMe Super App, our brandgoal is to drive user adoption by realizing a 20% increase in app downloads over the next six months. This involves the implementation of compelling promotional campaigns, strategic partnerships with influencers to enhance visibility, and optimizing the app's presence on various app stores. Simultaneously, our focus on VuMe Mobile aims to position it as a premium choice among mobile service providers and smartphones, with an objective to attain some level of market share domestically within the next fiscal year. This will be achieved through strategic retail partnerships, leveraging influencer endorsements, and delivering exceptional customer experiences to establish VuMe Mobile as a preferred brand among tech enthusiasts.

To enhance user engagement for VuMe Super App, we aim to increase daily active users (DAU) within the next 6 quarters. This involves the implementation of loyalty programs, regular feature updates, and personalized content recommendations to create a dynamic and engaging user experience. Simultaneously, create targeted sales growth for VuMe Mobile within the next fiscal year. This goal will be achieved through strategic retail promotions, exclusive launch events, and leveraging positive user testimonials to establish VuMe Mobile as a top-tier smartphone choice.

Expanding our offline presence is another critical objective, with the aim to establish VuMe as a recognizable brand in physical retail spaces through partnerships with at least 100 retail outlets within the next six months. This initiative aims to provide customers with hands-on experiences with VuMe Mobile, strengthening our offline presence and accessibility.

Optimizing customer support is a pivotal goal, with the objective of achieving a customer satisfaction rate of 90% within the first year of operations.  This involves the implementation of an efficient and responsive customer support system, addressing user queries and concerns promptly to enhance overall customer satisfaction and loyalty.

Maximizing influencer collaborations is integral to our strategy, with the objective of increasing the reach and credibility of VuMe products. Collaborating with at least 10 key influencers within the tech and lifestyle space with an objective to generate over  25% growth in social media mentions and positive reviews within the next six months.

Lastly, ensuring regulatory compliance is a foundational objective. We aim to achieve and maintain full compliance with data protection and telecom regulations in all target markets. Regular audits and updates to policies will be conducted to ensure user trust and legal adherence, underscoring our commitment to responsible business practices.

These detailed and interconnected marketing objectives form a robust strategy, providing a comprehensive roadmap for our marketing team to drive the success of VuMe Super App, VuMe Mobile, and GSM eSIM technology in a competitive service and product provider in the communications industry.dynamic market landscape.

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ADVERTISING OBJECTIVE:

Our advertising objectives for VuMe Super App, VuMe Mobile, and GSM eSIM technology are finely tuned to maximize visibility, user engagement, and overall market penetration. Primarily, we aim to create widespread awareness of our products through targeted advertising campaigns, ensuring increase in brand recognition within the first year. This involves deploying a mix of digital advertising channels, including social media platforms, online display ads, and search engine advertising, to reach a broad audience and establish VuMe as a prominent and trusted tech brand.

For VuMe Super App, the advertising objective is to drive user adoption by achieving increase in app downloads over the next serveral months. Our strategy involves creating compelling and visually appealing advertisements that highlight the app's multifunctionality and user-friendly features. Collaborative efforts with influencers and strategic placement within app store advertising spaces will be pivotal to achieving this objective.

Simultaneously, advertising efforts for VuMe Mobile aim to position it as a premium choice among Mobile Service Providers and smartphones. Our objective is to attain market share in high-end devices within the next fiscal year. This involves crafting visually striking and informative advertisements that showcase VuMe Mobile's competitive pricing and cutting-edge hardware, exceptional design, and standout features. Collaborations with tech reviewers and influencers will be leveraged to enhance credibility and reach among the target audience.

In promoting GSM eSIM technology, our advertising objective is to increase adoption in targeted markets within the next nine months. We will focus on educational advertising campaigns that highlight the benefits of GSM eSIM, emphasizing its flexibility, security features, and global connectivity advantages. Strategic partnerships with telecom operators will be emphasized in our advertising efforts to convey the seamless integration of GSM eSIM into modern mobile communication.

To enhance user engagement for VuMe Super App, advertising efforts will focus on promoting exclusive features and content, encouraging downloads, and conveying a sense of community through the app. We aim to achieve increase in daily active users within the next several quarters through targeted ad placements, in-app promotions, and user testimonial-driven campaigns.

Our advertising objectives for VuMe Mobile include achieving growth in sales within the next fiscal year. This will be accomplished through visually appealing and emotionally resonant advertisements that highlight VuMe Mobile's unique selling points. Special promotions, limited-time offers, and exclusive launch events will be strategically advertised to create topa sense of mindurgency and desirability among the target audience.

Expanding our offline presence is a crucial advertising objective, and efforts will be directed towards creating visually captivating in-store displays, outdoor advertising, and collaborations with retail partners. This initiative aims to drive foot traffic, create brand awarenessrecognition, and emotional relevance resulting: TPT Global Tech, Inc. beingultimately contribute to achieving our goal of partnering with at least 100 retail outlets within the preferrednext 12 months.

Maximizing influencer collaborations is integral to our advertising strategy, aiming to increase reach and requested product line of productscredibility. Collaborating with at least 10 key influencers within the tech and lifestyle space will be highlighted in our advertising efforts, showcasing their experiences and endorsements to build trust and enthusiasm among the audience.

Lastly, our advertising objectives emphasize regulatory compliance. Advertisements will include clear communication about data protection measures, privacy policies, and compliance with telecom regulations. This ensures transparency and trustworthiness, essential elements in the tech industry.

In summary, our advertising objectives form a comprehensive and synergistic approach, leveraging various channels and strategies to drive the success of VuMe Super App, VuMe Mobile, and GSM eSIM technology in the competitive and dynamic market landscape.

 

SALES & MERCHANDISING OBJECTIVES:

Our distributor will use direct selling efforts. Their effortssales and merchandising objectives for VuMe Super App, VuMe Mobile, and GSM eSIM technology are intricately designed to optimize revenue generation and create a compelling in-store presence. Firstly, our primary sales objective is to achieve a substantial increase in revenue within the next fiscal year. This will be supported with our marketing, advertising,accomplished through a combination of strategic pricing, bundling options, and merchandising programs. The primary task will betargeted promotional campaigns to increase thedrive sales through retail channels.of both VuMe Super App subscriptions and VuMe Mobile phone services and devices.

 

For VuMe Super App, our sales strategy focuses on increasing subscription-based revenue within the next six months. This involves offering tiered subscription plans, exclusive in-app purchases, and limited-time promotions to incentivize users to upgrade to premium features. Collaborations with content creators and partnerships to integrate additional services within the app will further contribute to revenue growth.

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Simultaneously, the sales objective for VuMe Mobile is achieved in phone service and device sales within the next fiscal year. We will implement targeted retail promotions, exclusive launch events, and strategic partnerships with retailers to enhance the visibility and desirability of VuMe Mobile devices. The introduction of special edition models and limited-time offers will be leveraged to create excitement and drive sales among tech enthusiasts.

In the case of GSM eSIM technology, our sales objective is to achieve adoption of eSIM-enabled devices within the +next nine months. Strategic collaborations with telecom operators, targeted advertising, and offering exclusive deals for devices with GSM eSIM technology will drive the adoption of this innovative connectivity solution.

Merchandising objectives are focused on creating an impactful in-store presence for VuMe Mobile. The goal is to establish partnerships with at least 100 retail outlets within the next six months, ensuring prominent and visually appealing displays that showcase the features and benefits of VuMe Mobile devices. Training retail staff to provide in-depth product knowledge and creating interactive displays will enhance the overall customer experience and contribute to increased sales.

Furthermore, maximizing cross-selling opportunities between VuMe Super App subscriptions and VuMe Mobile devices is a key merchandising objective. Bundling options, exclusive offers for app subscribers, and in-store promotions will encourage customers to explore the integrated ecosystem, creating a seamless and appealing user experience.

In conclusion, our sales and merchandising objectives are tightly aligned with our overall business strategy, aiming to drive revenue growth, increase product adoption, and create an immersive in-store experience. These objectives form a cohesive plan that leverages both digital and physical channels to promote the success of VuMe Super App, VuMe Mobile, and GSM eSIM technology in the competitive tech market.

PURSUE BRAND RECOGNITION THROUGHOUT THE UNITED STATES

 

The firstTo pursue brand recognition throughout the United States for VuMe Super App, VuMe Mobile, and GSM eSIM technology, our comprehensive strategy encompasses various channels and initiatives. Firstly, we will launch targeted digital marketing objective mustcampaigns that leverage popular social media platforms, online display ads, and search engine optimization to reach a broad audience. Engaging content highlighting the unique features and benefits of our products will be disseminated to create a strong online presence.

Additionally, strategic partnerships with influencers and tech enthusiasts will be cultivated to extend our brand's reach and credibility.

Simultaneously, offline strategies will be implemented to enhance brand visibility. This includes participation in prominent tech expos and events across key cities in the U.S., providing an opportunity for potential users to experience VuMe Mobile and GSM eSIM technology firsthand. Collaborations with retail partners will facilitate in-store displays, creating a physical presence that complements our digital efforts. Establishing experience zones in high-traffic locations will allow users to interact with our products, fostering a deeper connection with the brand.

Educational campaigns about GSM eSIM technology will be launched to showcase its benefits, such as flexibility, security, and global connectivity. Targeted advertising in relevant publications, both digital and print, will contribute to building awareness and understanding of this innovative technology. Furthermore, collaborations with telecom operators will be emphasized to integrate GSM eSIM seamlessly into the U.S. mobile connectivity landscape.

Public relations efforts will play a pivotal role in our strategy, with press releases, media coverage, and partnerships with industry publications to highlight VuMe's innovative solutions. Leveraging user testimonials and success stories will contribute to the organic spread of positive word-of-mouth, enhancing brand recognition.

Moreover, our strategy includes community engagement initiatives, such as sponsoring local events and supporting causes aligned with our brand values. This grassroots approach aims to create a sense of community around VuMe products and establish a strong emotional connection with users.

Continuous monitoring and analytics will guide our efforts, allowing us to adapt and refine our strategy based on real-time market feedback and trends. By fostering a consistent and compelling brand and secure our place in the minds of the consumers. This will be accomplished through the execution of an integrated branding, identity and services marketing programs. The goals for this segment will be an enhanced brand identity,narrative across all touchpoints, we aim to position VuMe as a brand applicationshousehold name synonymous with innovation and a seamless digital assets suite.experience throughout the United States.

 

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MARKETING STRATEGY

 

Our plan includes a direct sales program targeting businesses, small business and home office users of communications. The direct sales efforts will be supported with third party marketing integration. To further enhance the sales process, we will offer an offering program including services and product sheets, coupons, point of sale materials (banners, shelf talkers, and end cap displays and danglers) and internet marketing programs.

 

Based on the above benefit scenarios, we plan to seize the following opportunities:

 

·

Build superior brand recognition and become recognized as a category leader.

·

Expand the US distribution into all states.

·

Establish distribution internationally.

·

Establish and manage a knowledgeable team of account executives with industry experience.

·

Create a retail merchandising program that will build a strong market share.

 

The purpose of our marketing efforts is to move the product sales from their current position into the rapid growing “popularity” stage. Our strategy includes the following marketing programs: Branding; Merchandising; Direct; Display Advertising; Media; Public Relations; Publicity; Events; Investor Relations; Metrics Dashboard; and, Personal Sales. Our objective is to gain the sales momentum required to reach the “brand preference” stage of product growth as soon as possible. This is the stage where we plan sales growgrowth at a steady and stabilized pace.

 

THE DIRECT MARKETING PROGRAM

 

A completeThe direct marketing program includingfor VuMe Super App, VuMe Mobile, and GSM eSIM technology is meticulously designed to establish direct and personalized connections with our target audience. Through targeted email campaigns, we will deliver tailored content, showcasing the multifunctionality of the VuMe Super App, the cutting-edge features of VuMe Mobile, and the benefits of GSM eSIM technology. These emails will include exclusive promotions, personalized offers, and educational content to engage and nurture leads.

In addition to email marketing, direct mail blast emailcampaigns will be employed to reach a diverse audience. High-quality, visually appealing mailers will be sent to targeted demographics, introducing them to the unique features of VuMe Mobile and URLsthe revolutionary capabilities of GSM eSIM technology. These direct mail pieces will include incentives such as limited-time discounts and access to exclusive content, encouraging recipients to explore VuMe products further.

To maximize customer engagement and loyalty, a comprehensive loyalty program will be implemented. This program will reward users for their continued use of the VuMe Super App, mobile devices, and adoption of GSM eSIM technology. Rewards may be used to introduce the productsinclude special discounts, early access to new features, and exclusive content. The program will be communicated directly to users through in-app notifications, emails, and personalized messages.

Furthermore, telemarketing efforts will be employed, targeting specific demographics to promote VuMe Mobile and GSM eSIM technology. Skilled representatives will provide information, address inquiries, and guide potential customers through the features and benefits of our products. The telemarketing program will also include follow-up calls to nurture leads and gather valuable feedback.

To enhance the user experience and drive direct sales, a user-friendly and secure leadse-commerce platform will be established. This platform will allow customers to make direct purchases of VuMe Mobile devices and Phone services, subscribe to premium features of the VuMe Super App, and explore GSM eSIM-enabled devices. The platform will be optimized for mobile users, ensuring a seamless and convenient shopping experience.

Continuous monitoring and analysis of key performance indicators (KPIs) will be integral to the success of the direct marketing program. Metrics such as conversion rates, open rates, and customer feedback will be closely tracked to refine and optimize the program over time. By fostering direct connections with our audience through personalized and targeted efforts, the direct marketing program aims to drive awareness, engagement, and direct sales team. We plan to employ the services of a databasefor VuMe Super App, VuMe Mobile, and GSM eSIM technology.

THE MEDIA MARKETING PROGRAM

The media marketing companyprogram for VuMe Super App, VuMe Mobile, and GSM eSIM technology is intricately crafted to leverage techniquesvarious media channels and platforms for maximum reach and impact. Our strategy encompasses a mix of traditional and digital media to effectively target prospective clientsdiverse audiences. High-impact television and radio advertisements will showcase the features and benefits of VuMe Mobile and GSM eSIM technology, reaching a broad audience and building brand awareness. Additionally, strategic partnerships with popular streaming services will allow us to place targeted ads, ensuring visibility among tech-savvy audiences who consume content on digital platforms.

Digital media marketing efforts will be a focal point, utilizing social media platforms for targeted campaigns, sponsored content, and influencer collaborations. Engaging video content will be created to demonstrate the functionalities of the VuMe Super App and highlight the unique aspects of VuMe Mobile. Paid social media advertising will further amplify our reach and engage with our audience in a dynamic and interactive manner.

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Search engine marketing (SEM) strategies will be implemented to optimize online visibility. This includes paid search advertising to capture users actively searching for related products and services, enhancing the discoverability of VuMe Mobile and GSM eSIM technology. Additionally, display advertising on relevant websites and platforms will reinforce product messages throughoutbrand messaging and drive traffic to our digital channels.

To further enhance our digital presence, content marketing initiatives will include blogs, articles, and interactive content that educates the selling process. This process will commence withaudience about the modelingadvantages of our existing customer dataGSM eSIM technology and the analysisfeatures of VuMe Super App. Email marketing campaigns will deliver personalized content and exclusive offers directly to the results using sophisticated analytic tools. Cross-channelinboxes of potential users, fostering engagement and driving conversions.

Strategic public relations efforts will play a vital role, with press releases, media placements, and collaborations with industry influencers and tech publications. This will position VuMe as an innovative and authoritative brand in the tech space, contributing to positive brand perception and increased media coverage.

Moreover, event marketing will be utilizedincorporated to create direct touchpoints with our audience. Participation in conjunctiontech expos, product launches, and sponsorship of relevant industry events will provide opportunities for hands-on interactions with the direct marketing including social marketing. Our focus of this marketing mediumVuMe Super app, VuMe Mobile and GSM eSIM technology. These events will be relevancecomplemented by live demonstrations, product showcases, and timing, which only this medium can provide full control overexclusive offers to generate excitement and the ability to fully quantify the results.engagement.

 

THE MEDIA MARKETING PROGRAMThe media marketing program will be continuously monitored and optimized using analytics tools to assess the performance of various channels and campaigns. Regular analysis of key metrics, such as impressions, engagement rates, and conversion rates, will inform strategic adjustments to ensure the program remains effective and aligned with our overall marketing objectives. Through a multi-faceted media marketing approach, we aim to maximize visibility, engagement, and positive brand perception for VuMe Super App, VuMe Mobile, and GSM eSIM technology across diverse audiences.

 

We intend to test several media options to determine which, if any, effectively drive sales and sales leads. The mediums being consider include outdoor advertising, both static and mobile, magazine ads, and radio spots. Other media to be explored are direct mail post cards and emails to opt in viewers.

THE PUBLIC RELATIONS/PUBLICITY PROGRAM

 

WeThe Public Relations/ Publicity Program for VuMe Super App, VuMe Mobile, and GSM eSIM technology is designed to strategically enhance brand image, generate positive media coverage, and foster a strong reputation within the tech industry. A key component of this program involves crafting compelling press releases to announce major product launches, updates, and partnerships. These press releases will be distributed to a targeted list of tech journalists, bloggers, and influencers to secure widespread media coverage and build anticipation among the audience.

Strategic media placements will be a focus, with a concerted effort to secure features and interviews in reputable tech publications, both online and offline. These placements will highlight the innovative features of VuMe Super App, the cutting-edge design of VuMe Mobile, and the transformative capabilities of GSM eSIM technology. Additionally, collaborations with influential tech reviewers will be sought to provide unbiased and credible assessments of our products, enhancing their visibility and credibility in the market.

Incorporating influencer partnerships into our PR strategy will amplify our reach. Engaging tech influencers and thought leaders in the industry to endorse and showcase VuMe products will create organic and authentic endorsements. These influencers will be strategically selected to align with our target audience and brand values, contributing to a positive and relatable brand image.

Strategic event participation is also integral to our PR program. VuMe will actively participate in key industry events, tech expos, and conferences. These events will serve as platforms for live product demonstrations, interactive experiences, and networking opportunities with industry professionals and journalists. By creating a physical presence at these events, we aim to generate buzz, establish direct connections, and garner media attention.

The PR program will leverage social media platforms to disseminate key messages and engage with the audience. Engaging content, press releases, and event updates will be shared across social channels to maintain an active online presence. Additionally, a crisis communication plan will be in place to employaddress any potential challenges promptly and transparently, ensuring that our communication remains proactive and constructive.

Building a strong narrative around corporate social responsibility (CSR) initiatives is a vital aspect of our PR strategy. By aligning with causes that resonate with our brand values, VuMe will contribute to social good, creating positive associations and enhancing our brand reputation.

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Regularly monitoring media coverage and sentiment analysis will guide our PR efforts. Feedback from media outlets, influencers, and the audience will be analyzed to refine our messaging and strategies continuously. The success of the PR program will be measured through key performance indicators (KPIs) such as media impressions, sentiment analysis, and brand mentions to ensure that our messages are effectively communicated and positively received. Through a strategic and proactive Public Relations/ Publicity Program, VuMe aims to establish a favorable brand image, build credibility, and foster positive relationships within the tech industry and beyond.

TARGET CUSTOMER

Our target customer profile for VuMe Super App, VuMe Mobile, and GSM eSIM technology is carefully crafted to address the diverse needs of tech-savvy individuals seeking innovation, convenience, and seamless digital experiences. Our primary audience for VuMe Super App includes tech enthusiasts, young professionals, and individuals who prioritize efficiency in managing various aspects of their digital lives. With its multifunctional features, customizable interface, and user-friendly design, the app caters to those seeking an all-in-one solution for communication, entertainment, and productivity.

VuMe Mobile is tailored for discerning consumers who value competitive premium phone services and design, cutting-edge technology, and standout features in their smartphones. Our target customers for VuMe Mobile are individuals who appreciate top-tier hardware, exceptional camera capabilities, extended battery life, and an overall premium mobile experience. This includes professionals, content creators, and those who view their smartphones as essential tools for both work and leisure.

The audience for GSM eSIM technology encompasses global travelers, professionals, and individuals who value the flexibility and security of a public relations firmvirtual, programmable SIM card. The technology provides a hassle-free and future-oriented solution to build a corporate profilemobile connectivity, appealing to keep the namethose who seek seamless global roaming options, improved security features, and the servicesconvenience of managing multiple profiles on a single device.

Our target customers share common characteristics such as a strong reliance on technology, a desire for innovation, and an appreciation for products in frontthat simplify and enhance their digital experiences. This demographic spans across age groups, with a focus on millennials and professionals who are early adopters of consumers. A third-party PR firmtechnology trends. By understanding the diverse needs and preferences of our target customers, our marketing and product development efforts are tailored to create a cohesive ecosystem that resonates with their lifestyles and positions VuMe as their preferred choice for cutting-edge technology solutions.

THE INTERNATIONAL MARKET

The International Market Plan for VuMe Super App, VuMe Mobile, and GSM eSIM technology is strategically crafted to extend our reach beyond domestic borders, tapping into global markets and catering to diverse consumer needs. For VuMe Super App, localization efforts will be responsible for writinga priority, ensuring the app's content, features, and publishing press releases, coordinating eventuser interface are adapted to suit different languages and cultural preferences. International digital marketing campaigns will leverage targeted social media ads, influencer collaborations, and managing investor relations.localized content to raise awareness and drive downloads in key international markets.

 

We employVuMe Mobile's international market strategy involves identifying regions with a strong demand for premium smartphones and aligning marketing salesefforts accordingly. Collaborations with international retailers and strategic partnerships with telecom operators will facilitate distribution, making VuMe Mobile accessible to consumers worldwide. Tailored advertising campaigns will emphasize the device's global appeal, exceptional design, and advanced features, positioning it as a top choice in the international smartphone market.

GSM eSIM technology, designed for global connectivity, will be strategically introduced in regions with high international travel demands. Collaborations with international telecom operators will be pivotal to integrating GSM eSIM seamlessly into the global mobile landscape. Educational campaigns will highlight the technology's benefits, especially for travelers and professionals requiring flexible and secure connectivity across borders.

The international market plan also involves participation in international trade shows, tech expos, and events to showcase VuMe products and foster global partnerships. Establishing relationships with international influencers and tech reviewers will enhance credibility and trust among the target audience in diverse markets.

Furthermore, compliance with international regulations and standards will be prioritized to ensure a seamless entry into new markets. Understanding and adhering to local data protection laws, telecom regulations, and cultural nuances will be integral to building trust and credibility.

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To maximize customer support for international users, multilingual customer service teams will be established, addressing inquiries and concerns promptly across different time zones. Localization efforts will extend to user manuals, product packaging, and customer service personnel on an as needed basis for specific events to build brand awareness. We usecommunication, ensuring a rangecohesive and culturally sensitive experience.

Continuous market research and analysis will guide the adaptation of marketing strategies based on regional preferences, competition, and tactics to build our brand and increase sales, including point-

of-sale materials, event sponsorship, in-store and on premise promotions, public relations, and a variety of other traditional and non-traditional marketing techniques to support the sales of alltechnological trends in each international market. The flexibility of our products.

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We believeapproach ensures that VuMe Super App, VuMe Mobile, and GSM eSIM technology resonate with diverse audiences, making a marketing mix of event promotions, social media, print advertisingmeaningful impact in local media and internet advertising providing information and samples of our products at social events is a strategy that may help increase sales.the international tech landscape.

 

TARGET CUSTOMEREXPERIENCED MANAGEMENT

 

We plan to profile our existing customers and create a sophisticated data model to mathematically and statistically identify our “ideal” customer. Further the model will be used to learn exactly how the target customer wishesVuMe is proud to be communicated with and marketed to.

THE INTERNATIONAL MARKET

We plan to market our product internationally. Many of the current products offeredled by us have features for the international community. This will be a secondary but strong focus by our marketing team.

EXPERIENCED MANAGEMENT

Our seniorhighly experienced management team, has over 30boasting a combined 200 years of experiencecollective expertise in diverse fields crucial to the various consumer product industriessuccess of our ventures. At the helm is our visionary CEO, bringing decades of strategic leadership and has a proven track record in navigating the ever-evolving tech industry. Complementing this, our COO contributes with an extensive background in operations and a keen eye for efficiency, ensuring seamless execution of creating value both organically and through strategic acquisitions. Our management intends to utilize the best available and fit-for-purpose technology and experienced contractors to improve production and expand distribution.our business strategies.

 

CORPORATE STRATEGYHeading our product development is a Chief Technology Officer with a wealth of experience in technological innovation and a history of bringing cutting-edge products to market. The Chief Marketing Officer brings a creative flair and a deep understanding of consumer behavior, steering our marketing efforts with insights gained from years of successfully positioning products in competitive landscapes.

Our Chief Financial Officer, armed with decades of financial acumen, ensures the fiscal health of VuMe, guiding us through sound financial practices and strategic investments. Additionally, our Chief Legal Officer, with an extensive legal career, ensures that VuMe operates with the utmost integrity, navigating complex regulatory landscapes and safeguarding the company's legal interests.

The synergy of this seasoned management team provides VuMe with a unique advantage in the tech industry. Drawing from a wealth of experiences, successes, and lessons learned, our leadership is adept at steering the company through challenges, fostering innovation, and ensuring VuMe's position at the forefront of technological advancements. This depth of experience not only brings stability but also sets the stage for continued growth, innovation, and success in the dynamic and competitive tech landscape.

CORPORATE STRATEGY

Our Goals

 

Our primary goal is to continue to grow our business by improving value to our current customers and vendors. In providing a high-quality network we intend to continue to grow our business. Additionally, we intend to purchase established telecommunications and technology companies that will immediately generate and increase traffic (revenue) to our Company’s retail and wholesale network. Companies that we are strategically aligned with have in their core business synergistic retail products and services that include, but are not limited to, Telecom Cloud Services Media, Merchant Services/Mobile Banking, Cloud Services and Media (e.g. credit/debit card processing, check/ACH payment processing, ecommerce/merchant processing, web hosting, voice, data, GSM/Wi-Fi Mobile, Mobile Money Transfers, IPTV, VOD and Live Mobile Broadcasting, Prepaid Calling CardPhone Service and PIN-less Prepaid services)ESim travel plans). If we acquire a strategic partner as a subsidiary, we believe we will have the ability to aggregate their analogous technology platforms onto our proprietary Software Access System operating platform for integration and efficiency.

 

We intend to work our media to accelerate cohesively in the mobile technology sectors: LIVE Broadcast, Video on Demand (VOD) Apps, and Digital Video Magazine (DVM) Apps. While “white labeling” our technologies as SaaS, our primary focus is what we believe is the first Global Cyber LIVE Mobile TV broadcast network, ViewMeand Social Media Platform or Network, VuMe Live. The ViewMeVuMe Live Network™ is a 24-hour LIVE worldwide mobile TV network, delivered via iOS and Android apps. The ViewMeVuMe Live Network™ presents a diversity of Linear Broadcast Channels (Domestically and International), coupled with Social Media Platforms with combined functions that compete with some of the largest and most powerful Digital Media platforms, to connected audiences who live a mobile-centric life.

 

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DEVELOPMENT FLOW CHARTNetwork Services

 Image result for http:||www.thenewbase.com|home|media-news-events|news-detail|?no_cache=1&news

Network Services

Domestic and Global Telecommunications offerings include: Mobile TV, Phone, Internet, Fiber Optic, Wireless, Hosted PBX, Wi-Fi, Wi-Max, Engineering, Cabling, Wiring and Cloud services. Our telecommunications division has pioneered innovative, hosted firewall and managed MPLS service technologies (SuperCore MPLS) and was the Industryindustry’s first to engineer patent-pending Bulletproof™ failover services utilizing our own fiber optic and wireless networks to guarantee business continuity and service uptime.

 

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Asa retail and business media and telecommunications provider operating a high-speedhigh-speed Fiber Optic Network and Wireless Network inthe USAat a cost competitive ratefornew technologies,we aregrowing our operations through sales of ourcorevoice & data connectivity products to small and midsized business clients.We have a growth strategy through acquisitions in order to increase regional operations and deploy more technologies to niche & underserved markets. Unified Cloud Services, Unified Communications (UC) or Unified Communications/Collaboration (UCC) has been a topic of interest to users looking to evolve from a disorderly combination of media, voice, email and message communications to something more structured. Our goal is to target existing and new small and medium businesses (“SMBs”) to transition their older voice system businesses,expand their software collaboration offerings, and most recently build cloud service offerings.Cloud solution gives our customers the flexibility to support a myriad of mobile devices as part of their hardware strategy, whether it's launching a bring-your-own-device initiative, implementing a one-to-one program or equipping SMBs with mobile computing carts full of tablets, netbooks, or notebooks in a secured environment.

 

Scalability and Cost Efficiency

 

Our proprietary Software Access System platform currently runs our global operations. In short, it does this by connecting our customer base with the most profitable vendor route while calculating least cost routing, analyzing route quality, and respecting “dipping” protocols. Based on the demand, we have the ability to scale to meet the needs of our customers. Comparable “off the shelf” software systems in the marketplace can cost in the hundreds of thousands of dollars just to purchase, not to mention expensive service contracts, which may continue in perpetuity

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after the original purchase. Our proprietary platform, in which we have invested and have developed over several years, allows us to operate a global network with better efficiency, which we believe differentiates us from other competitors in the marketplace.

 

We believe our competitive advantages are:

TPT Global Tech and VuMe have established significant competitive advantages that position them as leaders in their respective fields within the technology industry.

TPT Global Tech:

 

·

1.

Our productsInnovative Technology Solutions: TPT Global Tech stands out for its focus on developing innovative technology solutions. With a diverse portfolio spanning telecommunications, IoT, and services are 90% ready to launch globallysoftware development, the company is at the forefront of technological advancements.

·

2.

We offer 3-15 seconds latency Cellular – 1-5 on Wi-FiGlobal Connectivity: TPT Global Tech's expertise in telecommunications, particularly in the field of international connectivity, gives it a substantial competitive advantage. The ability to provide seamless global connectivity solutions enhances its appeal to businesses and consumers with international operations.

·

3.

We offer Proprietary Optimizing / Stabilizing softwareStrategic Acquisitions: TPT Global Tech's strategic approach to acquisitions has played a pivotal role in its growth. By acquiring companies with complementary technologies and capabilities, TPT Global Tech has expanded its reach and diversified its offerings, reinforcing its position as a comprehensive technology solutions provider.

·

4.

We offer Multi-Channel LIVECommitment to Sustainability: The company's commitment to sustainability and Video on Demand worldwide
·We offer Patent Pending real time dynamic failover solution called Bulletproof™
·We have 57 route miles of fiber optic network meshedeco-friendly practices in its operations aligns with a microwave canopy in Phoenix, Arizona
·We offer our own proprietary voice switching and management platform running least cost routing and real time financial analytics
·We have over 175 existing USA and International Telephone companies already interconnectedgrowing global awareness. This environmentally conscious approach not only contributes to our telecom switches. Thesesocial responsibility but also resonates positively with customers and vendors are ready made strategic technology distribution partners for our Telecom, Media, and Cloud Services productspartners.
·We offer a Patent Pending Full HD Naked Eye 3D Smartphone

 

Our StrategyVuMe:

1.

All-in-One Super App: VuMe's Super App offers a unique and comprehensive solution by combining communication, entertainment, and productivity features in one platform. This all-in-one approach provides users with a seamless and integrated digital experience, setting VuMe apart from single-function apps.

2.

Premium Mobile Devices: VuMe's mobile devices stand out for their premium design, cutting-edge features, and high-performance capabilities. The commitment to delivering top-tier hardware and exceptional user experiences positions VuMe Mobile as a competitive choice in the smartphone market.

3.

GSM eSIM Technology: VuMe's incorporation of GSM eSIM technology in its devices addresses the evolving needs of consumers. This technology offers users the flexibility of managing multiple profiles on a single device, providing a secure and convenient solution for global connectivity without physical SIM cards.

4.

Ecosystem Integration: VuMe focuses on creating an ecosystem where its products synergize seamlessly. The integration of the Super App, premium mobile devices, and innovative GSM eSIM technology forms a cohesive ecosystem, offering users a holistic and interconnected digital experience.

5.

International Market Expansion: VuMe's strategic approach to entering international markets, including localization efforts and targeted marketing, positions the brand for global success. Understanding and adapting to diverse cultural and linguistic preferences enhances VuMe's competitiveness in the international tech landscape.

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Together, TPT Global Tech and VuMe leverage their respective strengths to create a synergistic force in the technology industry. TPT Global Tech's expertise in telecommunications and technology solutions complements VuMe's innovative approach to mobile devices and digital ecosystems, providing a comprehensive and competitive offering to a wide range of consumers and businesses.

 

Our Strategy

Our business, marketing, and sales strategy is structured around:around:

Our comprehensive strategy is structured around a cohesive integration of business, marketing, and sales initiatives, aligning to propel our organization towards sustained growth and success.

Business Strategy: Our business strategy is founded on innovation, agility, and adaptability. We prioritize technological advancements, aiming to be at the forefront of industry trends. Strategic diversification is a key element, ensuring that our product and service portfolio remains dynamic and well-aligned with emerging market demands. Meticulous attention to customer feedback and market insights informs our decision-making processes, allowing us to tailor our offerings to evolving consumer needs. Additionally, a commitment to sustainability and ethical business practices underscores our corporate responsibility, contributing to positive brand perception and long-term value creation.

Marketing Strategy: Our marketing strategy revolves around creating a strong brand presence, fostering customer engagement, and differentiating our products in the competitive landscape. Building brand awareness is achieved through targeted digital marketing campaigns, social media initiatives, and strategic partnerships. Content marketing plays a crucial role, providing valuable insights and establishing our brand as an authority in the industry. Collaborations with influencers and thought leaders enhance our credibility and reach, while personalized and emotionally resonant storytelling connects with our audience on a deeper level. Localization efforts in international markets ensure cultural relevance and resonance with diverse audiences.

Sales Strategy: Our sales strategy is meticulously designed to drive revenue growth and maximize customer acquisition. A customer-centric approach guides our sales team, prioritizing customer needs and providing tailored solutions. Strategic pricing and bundling options are employed to create compelling value propositions, while targeted promotions and limited-time offers generate urgency and desirability. Collaborations with retail partners and e-commerce optimization ensure accessibility and convenience for customers. The integration of a robust customer relationship management (CRM) system enables personalized interactions, streamlining the sales process and fostering long-term customer loyalty.

Integration and Synergy: The integration of these strategies is where the synergy occurs. The insights gained from our business strategy inform our product development, ensuring that our offerings remain innovative and in tune with market demands. Marketing initiatives, in turn, are crafted to amplify the unique selling points of our products, creating a consistent brand narrative. Sales strategies leverage these narratives to drive revenue and customer acquisition. The continuous feedback loop ensures that all aspects of our strategy are adaptive, responsive, and aligned toward a common goal — the sustainable growth and success of our organization in the dynamic and competitive landscape of the technology industry.

In essence, our business, marketing, and sales strategies are interconnected elements of a comprehensive plan, working in harmony to propel our organization towards leadership, innovation, and customer-centric excellence.

 

·

Pursuing selective, strategic, distribution relationships combined with cash positive acquisitions to build immediate revenue streams and increase our Company’s network footprint.

 

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Utilize the expanded network to offer our Company’s service thereby increasing marginal revenues through the low risk offering of wholesale termination and prepaid services through existing distribution channels, retail stores and E-Commerce both domestically and internationally.

 

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Pursuing markets within countries where there is a lower concentration of communications services that will result in initial higher pricing and potential for gross profit.

 

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Providing low cost, pricing leading VoIP/GSM value added services through our Company’s next-generation centralized software platform and network.

·

Partnering and developing joint ventures with incumbent networks or government agencies to penetrate local emerging markets in order to build and operate Intranet Network Infrastructures that would move data over a secured network servicing government buildings and agencies, including police, military, hospitals and schools.

 

 
·Partnering and developing joint ventures with incumbent networks or government agencies to penetrate local emerging markets in order to build and operate Intranet Network Infrastructures that would move data over a secured network servicing government buildings and agencies, including police, military, hospitals and schools.24

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Our Intended Network Services Marketing Plan and Product Roll Out for 20192024

 

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Satellite radio syndication simulcast with over 25 million domestic U.S. listeners

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Connected TV partner with over 18 million viewers worldwide.worldwide

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Airline entertainment partnership with over 12 million international viewers.viewers

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Supported by an international public relations firm.firm

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Comprehensive social media marketing campaign involving popular bloggers and podcasters

 

Our sales and marketing approach to our business and consumer customers emphasizes customer-oriented sales, marketing and service. Our marketing plans include marketing our products and services primarily through direct sales representatives, inbound call centers, local retail stores, telemarketing and third parties, including retailers, satellite television providers, door to door sales agents and digital marketing firms. We support our distribution with digital marketing, direct mail, bill inserts, newspaper and television advertising, website promotions, public relations activities and sponsorship of community events and sports venues.

 

Similarly, our sales and marketing approach to our business customers includes a commitment to provide comprehensive communications and IT solutions for business, wholesale and governmental customers of all sizes, ranging from small offices to select enterprise customers. We strive to offer our business customers stable, reliable, secure and trusted solutions. Our marketing plans include marketing our products and services primarily through digital advertising, direct sales representatives, inbound call centers, telemarketing and third parties, including telecommunications agents, system integrators, value-added resellers and other telecommunications firms. We support our distribution through digital advertising, events, television advertising, website promotions and public relations.

 

Marketing Designs

 

We have designed our services and products offered to be:

 

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Portable.We offer the ability to access our network from anywhere within our coverage area without being restricted to a specific location.

·

Simple.Our services are easy to install. After connecting our modem to an ATA or computer and a power source, our wireless broadband service is immediately available and requires no software installation.

·

Fast.We offer speeds that typically exceed legacy cellular networks and are competitive with fixed broadband offerings.

·

A Good Value. We generally price our services competitively because our costs to build and operate our network are significantly lower than the networks operated by many of our competitors.

 

With the popularity of social media, people are demanding fast broadband connectivity on an increasingly mobile basis. We believe that our services meet this demand and will market this in our efforts to increase our subscriber growth rate.

 

OUR COMPANY STRENGTHS

 

We believe the following competitive strengths enable us to meet the demand for simple, reliable and portable wireless broadband connectivity:

 

·First mover.We are the first company we are aware of to launch a Global Cyber Mobile TV and Social Media Network that incorporates functional feature of the largest Digital Media companies in the world. ​

·High barriers to entry.Our issued and pending patents, as well as our proprietary Media platforms and Naked Eye 3D technology trade secrets give us a strong intellectual property position that we believe creates a significant barrier to entry for potential competitors. ​

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·

First mover. We are the first company we are aware of to launch a Global Cyber Mobile TV and Social Media Network that incorporates functional feature of the largest Digital Media companies in the world.

·

High barriers to entry. Our issued and pending patents, as well as our proprietary Media platforms and Naked Eye 3D technology trade secrets give us a strong intellectual property position that we believe creates a significant barrier to entry for potential competitors.

·

Broad range of applications for our platform. This allows us to build a deep new product pipeline that creates multiple paths to build a large and profitable business.

·

Multi-billion-dollar addressable market. U.S. digital advertising revenues rose to $26.2 billion in the third quarter of 2018, solidifying 2018’s claim as the highest-spending first three quarters on record, according to the latest IAB Internet Advertising Revenue Report released today by IAB and prepared by PwC US. Digital spend for Q3 2018 estimates increased 20.6 percent over Q3 2017. In total, marketers spent $75.8 billion during 2018’s first three quarters—22 percent more than they had spent during the same period a year ago. https://iab.com/wp-content/uploads/2019/02/IAB_Internet-Ad-Revenue-Report-Q3-2018_2019-02-14_FINAL-1.pdf

·

Diverse revenue streams including Digital Media partnerships. We anticipate generating significant revenue from our Digital Media platforms. Our Linear Broadcast partners will play a large part in generating revenues from the sale of mobile and social media advertising.

 
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·

Differentiated Services. We believe our service is unique because of our combination of our Worldwide Operational Platform, Worldwide Affiliates, Cutting Edge Technology, Portability, Simplicity and Speed to Market with a competitive domestic and International Price Structure. We believe this combination of factors differentiates our subscriber’s experience when compared to broadband services provided by DSL, cable modem, wireless third-generation or 3G, networks.

·

Advanced, Scalable Technology. Because we intend to design our own software and equipment, we can refine our product development roadmap to meet our subscriber’s needs. We believe our NLOS, IP-based Ethernet architecture and compression technology confers competitive advantages since it simplifies both network deployment and customer use while supporting a broad range of potential premium services.

·

Efficient Economic Model. We believe our individual market economic model is characterized by low fixed capital and operating expenditures relative to other wireless and wire line broadband service providers. We believe our individual market model is highly scalable and replicable across our markets. As our capabilities evolve, we expect to generate incremental revenue streams from our subscriber base by developing and offering premium products and services.

·Broad range of applications for our platform.This allows us to build a deep new product pipeline that creates multiple paths to build a large and profitable business.  

 

·Multi-billion-dollar addressable market.U.S. digital advertising revenues rose to $26.2 billion in the third quarter of 2018, solidifying 2018’s claim as the highest-spending first three quarters on record, according to the latest IAB Internet Advertising Revenue Report released today by IAB and prepared by PwC US. Digital spend for Q3 2018 estimates increased 20.6 percent over Q3 2017. In total, marketers spent $75.8 billion during 2018’s first three quarters—22 percent more than they had spent during the same period a year ago.

https://iab.com/wp-content/uploads/2019/02/IAB_Internet-Ad-Revenue-Report-Q3-2018_2019-02-14_FINAL-1.pdf

·Diverse revenue streams including Digital Media partnerships.We anticipate generating significant revenue from our Digital Media platforms. Our Linear Broadcast partners will play a large part in generating revenues from the sale of mobile and social media advertising. ​

·Strong senior leadership team.Our founders and senior leaders have experience in building and operating several companies in our business areas. We have phone, network, content, SaaS, product development, and commercialization experience that has enabled us to establish market leadership positions for the companies where we previously were employed.  

·Differentiated Services. We believe our service is unique because of our combination of our Worldwide Operational Platform, Worldwide Affiliates, Cutting Edge Technology, Portability, Simplicity and Speed to Market with a competitive domestic and International Price Structure. We believe this combination of factors differentiates our subscriber’s experience when compared to broadband services provided by DSL, cable modem, wireless third-generation or 3G, networks.

·Strong Spectrum Position. We use unlicensed and licensed spectrum (in Arizona), which avoids radio frequency interference that hinders competitors using non-licensed spectrum, such as WiFi network operators. Access to spectrum is a fundamental barrier to entry for the delivery of high-quality wireless communications. Through our partnerships, we believe that we have access to the second largest spectrum position in our band within the United States. 

·Advanced, Scalable Technology. Because we intend to design our own software and equipment, we can refine our product development roadmap to meet our subscriber’s needs. We believe our NLOS, IP-based Ethernet architecture and compression technology confers competitive advantages since it simplifies both network deployment and customer use while supporting a broad range of potential premium services. 

·Efficient Economic Model.We believe our individual market economic model is characterized by low fixed capital and operating expenditures relative to other wireless and wire line broadband service providers. We believe our individual market model is highly scalable and replicable across our markets. As our capabilities evolve, we expect to generate incremental revenue streams from our subscriber base by developing and offering premium products and services. 

·Experienced Management Team.Stephen J. Thomas, our Founder, Chairman, and Chief Executive Officer, has been an active entrepreneur, operator and investor in the industry for more than 17 years in VoIP and wireless communications industry. He previously served as Director of Network Optimization/Optimization/Validation for WorldxChange, Inc. and CEO and President of New Orbit Communications, Inc., which focused on International Operator Services in United States, Mexico, El Salvador and Guatemala.

 

FUTURE PLANS

 

Lion Smart Phone ProductOur VuMe Technology Plan

 

We areoffer VuMe technology for which we plan to expand marketing. We believe SaaS VuMe (VuMe) could become a leading Digital Social Media and Mobile TV technology platform in the business-to-business and business-to-consumer markets. Our proprietary software platform can reach a worldwide audience of approximately one billion mobile viewers. VuMe addresses global mobile distribution of LIVE and Video on Demand (“VOD”) content as a white label Software as a Service (“SaaS”).

VuMe OTT live streaming technology is similar to what you see with satellite TV such as Dish Network and DirecTV, as well as cable companies. Almost all currently seeking a manufacturer for our Lion Smart Phone. Our Management believes our patent pending Lion smart phoneexisting live streaming cannot do live broadcast streaming at this level and usually has anywhere from 1 minute to 10 minute delays or continuous buffering, never loading the video. With VuMe, there is the ability to have “worldwide” access for a live streaming event equal to standard television broadcasting with tens of millions of simultaneous users. We believe that VuMe is the firstFull HD Naked Eye 3Dsmart phone ever launched technology to be able to achieve this level of live streaming. In emerging countries that do not have fiber, cable and satellite TV, access to VuMe is simple and cost effective, as long as there is a cellular connection on a 3G network or higher (regardless of provider)[1]. VuMe aims to provide uninterrupted live streaming on mobile devices without buffering, crashes, pixilation, or audio and video syncing issues. One practical application of this technology is that a viewer can move from a Wi--Fi connection to a 3G connection without interruption. VuMe has a unique user interface with multi-channel access and built-in social media, and we believe it is unlike anything currently on the market. VuMe also has the capability to do a Live Linear Broadcast with VOD. VuMe’s technology has the potential to reduce web content pirating since high quality TV broadcast is now easily accessed worldwide on mobile devices.

[1] Subject to the laws and regulations of each country.

Currently, we believe we are the only company that does all the above in the United States. Lion Universe’s mobile 3Dindustry and we believe VuMe has the potential to expand our technologies and applications even further.

The hottest technology in the over the top (“OTT”) market and the biggest challenge in the OTT market is “Live Linear Channel Broadcasting” and “Live Event Broadcasting” to equal standard television broadcasting on cable and satellite TV. This type of technology is patent pending.superior to video on demand (VOD) streaming technology in both acquisition and delivery. The smart phone will be distributed through our wholly-owned subsidiary K-TEL, in their existing brick and mortar distribution channelgrowth of OTT video delivery has been significant. Revenue in the Northwest expanding into other areas.OTT Video market is projected to reach $316 billion in 2024. VuMe has many technology advantages including: Artificial Intelligence (“AI”); the ability to simultaneously access millions of users simultaneously with virtually no latency equivalent to standard television broadcasting; global distribution (without interruption) on cellular and Wi-Fi; and a fully interactive menu user interface and worldwide advertising brokers in place.

VuMe’s content delivery network (“CDN”) can potentially reach tens of millions of mobile devices (tablets and smartphones) and has the potential to scale to one billion video streams globally. It loads content within seconds, not only for Wi-Fi, but also more importantly, on cellular networks that are 3G and higher. VuMe’s core technology is anticipated thatfully developed and is able to support clients on a nationalturnkey native mobile app in less than 60 days. We have already achieved major milestones as the world’s largest private conduit build out for global deployment of LIVE and international roll out will soon follow. TPTWVOD streaming content. Our OTT live streaming technology is building industry leading personal cellular phones designed for a wide appeal. With a business model builtunique and proprietary. Here are some highlights on innovation and progress starting with the Lion Phone technology, we intendhow VuMe can help from telecommunication companies to produce high-quality and easy-to-use cellular phones. Our Lion Phone was designed for consumers looking for portable and affordable cutting-edge technology. Our first-generationTV station broadcasters to digital film libraries.

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phones come equipped

VuMe has the ability to create a “Master Network Mobile App” that can allow for a multiple channel build out, each with full high definition resolution screenits own unique Pay Per View charge (optional). This means a company can have a live event channel per country with a different price per user based on the economics of that country. VuMe has unlimited channel build out (e.g. a company could have 50 channels or 1000 channels). Any telecommunications company can have professional looking displays and user interfaces for better viewing.mobile with VuMe, similar to what the large telecommunications companies provide. A Master Network App also allows a network to expand into other categories by country (e.g. additional sports categories for various sports by country). Expansion can focus on audience aggregation for sports and other forms of entertainment categories. Pay-Per View is an option for these expanded categories as well. We believe this Full HD Naked Eye 3D smart Phonehave built-in worldwide ad brokers for pre-roll commercial ads so that revenue can be generated as soon as possible. There is perfect for watching movies, playing games, even editing photos or videos.also potential to upsell to existing advertisers and sponsors and it can be brand specific by country.

 

WhetherVuMe Distribution Plan

VuMe Technology's ambitious global distribution plan represents a strategic initiative poised to significantly impact the Mobile TV broadcasting and social media industries. This comprehensive approach encompasses a range of key strategies aimed at expanding market reach, leveraging innovative technologies, and establishing pivotal partnerships.

In the realm of market expansion, VuMe is set to enter new global markets by collaborating with essential stakeholders, including telecom operators, content providers, and technology companies. Through these collaborations, the company aims to establish a robust and extensive distribution network that can effectively reach diverse audiences around the world. The emphasis on localized content delivery is looking at photos, playing music, emailing or surfinga key component of this strategy, ensuring that the web, our management believes consumers want more from their phones. We believe our Lion Phone raises the bar for cellular phones. For the first time ever, cellular users can enjoycontent provided is not only of high quality 3D viewingbut also culturally relevant, resonating with the naked eyes no glasses required enjoying full high definition video with smooth playback.unique preferences of users in different regions.

 

Our Management believes consumers have been waiting forIntegral to VuMe's global distribution plan is the integration of cutting-edge technologies, such as augmented reality (AR) and virtual reality (VR). This technological integration is designed to elevate user experiences within the Mobile TV broadcasting and social media realms. By providing an immersive and interactive content delivery platform, VuMe seeks to redefine industry standards and offer users a way to watch their favorite movies in 3D, withnovel and engaging entertainment experience.

In the conveniencecontext of their phone and gamers can haveMobile TV broadcasting, the leisureimpact of playing their games without taking all head gear with them. Our Lion Universe Technology strives to give customers the best possible experience with our Full HD Naked Eye 3D smart phoneVuMe's global distribution plan is evident in the US and Global markets.enhancement of user experiences. The provision of high-quality content, coupled with advanced features, sets VuMe apart. The strategy not only caters to a diverse audience but also transcends geographical barriers, making on-the-go entertainment accessible to users worldwide.

 

We intend to market this phoneThe social media industry, too, experiences a transformative impact with VuMe's global distribution plan. The introduction of opportunities for content monetization, coupled with interactive engagement through AR and VR technologies, positions VuMe as a catalyst for innovation. Additionally, the seamless integration across various social media platforms fosters a cohesive and dynamic content ecosystem, reinforcing VuMe Technology's role as a trailblazer in 2019.the convergence of entertainment and technology on a global scale.

 

In conclusion, VuMe Technology's global distribution plan is a comprehensive and forward-thinking strategy that not only expands market reach but also redefines the standards for user experiences in both Mobile TV broadcasting and social media. Through strategic partnerships, localized content delivery, and innovative technological integrations, VuMe is poised to leave a lasting impact on the entertainment landscape, offering users a dynamic and immersive content ecosystem that transcends geographical boundaries.

Mobile Device Viewer Market Expansion

 

In general, viewers are consuming more content via mobile TV distribution, while rapidly abandoning expensive subscriptions from standard satellite TV and cable networks. The rise of high-quality content on low-cost platforms, such as mobile devices, continues to negatively impact the standard TV industry. The media business is being forced to evolve and adjust to massive disruptions in content distribution methods. Traditional media models are functionally broken and will continue to be disrupted by technology, which is driven by the needs of the younger generation. The future of media is dependent on new technology platforms. These platform models (e.g. smart TV, connected TV boxes, mobile TV devices) are the future of content distribution. Google, through YouTube, has changed the face of video content distribution. Amazon continues to disrupt the book industry. Apple has redefined music and application distribution. And Microsoft is continuing to change the engagement model and distribution of content through its Xbox TV game console.

 

We believe mobile delivery has a growing appeal to advertisers and subscribers. As brands continue to shift budgets to mobile advertising, they must reassess their approach to customer acquisition to ensure they continue to reach potential customers effectively. It is predicted

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Digital ad spend grew 12% in 2020 despite hit from pandemic.  Source CNBC/IAB

The Interactive Advertising Bureau (IAB) said the top 10 companies held a 78.1% share of the revenues in 2020, with overall revenues of that mobile advertising willgroup alone exceeding $109 billion. The top 10 companies accounted for a 75.9% share of revenues in 2018, rising to 76.6% in 2019. The IAB said companies ranked 11th to 25th account for 30.5%just 6.2% of global advertising expenditurerevenues, while smaller companies make up 15.7%. The IAB stated that spending during the third and fourth quarters of 2020 was up by 11.7% and 28.7% year-over-year, respectively.

Social media ad revenues reached $41.5 billion in 2020, the report said, making up from 19.2%nearly 30% of all internet ad revenue. Digital video saw 20.6% year-over-year growth, increasing its share of total internet ad revenue by 1.3% to reach 18.7%. Programmatic ad revenue also increased by 24.9% to reach $14.2 billion in 2017. Expenditure on mobile advertising will total US$187bn in 2020, more than twice the US$88bn spent on desktop advertising, and just US$5bn behind the US$192bn spent on television advertising. At the current rate of growth, mobile advertising will comfortably overtake television in 2021.2020.

 

As internet users switch from desktop to mobile devices – and new users go straight to mobile – online advertising is making the same switch. Advertising on mobile devices is rising at a meteoric rate and is taking market share from most other media. Mobile adspend grew 35% in 2017, and we expect it to grow at an average rate of 21% a year to 2020.​ https://www.zenithmedia.com/insights/global-intelligence-issue-06-2018/mobile-share-of-advertising-market-to-exceed-30-in-2020/​tptw_10kimg12.jpg

Content Mining Plan

Once our planned SaaS media applications, smart phones and tablets are launched into the domestic and international markets, content analytics or marketing data will be gathered from these devices. The data generated from these applications and devices will give us an advantage insight into our subscribers viewing and buying habits. Once data has been scrubbed of personally identifying information, we plan to be able to create original or lease content from broadcast partners to service what our analytics are telling us to produce (or license), with the intent on moving us closer towards predictive analytics. Predictive analytics is being able to predict what our customer likes based on their viewing habits and then produce that content targeted to our subscriber and then “push” that new (or licensed) content to them.

 

Our ViewMe Live Technology Plan

We offer VML technology for which we plan to expand marketing. We believe SaaS ViewMe Live (VML) could become a leading Digital Media Mobile TV technology platform in the business-to-business and business-to-

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consumer markets. Our proprietary software platform can reach a worldwide audience of approximately one billion mobile viewers. VML addresses global mobile distribution of LIVE and Video on Demand (“VOD”) content as a white label Software as a Service (“SaaS”).

VML OTT live streaming technology is similar to what you see with satellite TV such as Dish Network and DirecTV, as well as cable companies. Almost all currently existing live streaming cannot do live broadcast streaming at this level and usually has anywhere from 1 minute to 10 minute delays or continuous buffering, never loading the video. With VML, there is the ability to have “worldwide” access for a live streaming event equal to standard television broadcasting with tens of millions of simultaneous users. We believe that VML is the first technology to be able to achieve this level of live streaming. In emerging countries that do not have fiber, cable and satellite TV, access to VML is simple and cost effective, as long as there is a cellular connection on a 3G network or higher (regardless of provider)[1]. VML aims to provide uninterrupted live streaming on mobile devices without buffering, crashes, pixilation, or audio and video syncing issues. One practical application of this technology is that a viewer can move from a Wi--Fi connection to a 3G connection without interruption. VML has a unique user interface with multi--channel access and built-in social media, and we believe it is unlike anything currently on the market. VML also has the capability to do a Live Linear Broadcast with VOD.VML’s technology has the potential to reduce web content pirating since high quality TV broadcast is now easily accessed worldwide on mobile devices.

Currently, we believe we are the only company that does all the above in the industry and we believe VML has the potential to expand our technologies and applications even further.

[1] Subject to the laws and regulations of each country.

The hottest technology in the over the top (“OTT”) market and the biggest challenge in the OTT market is “Live Linear Channel Broadcasting” and “Live Event Broadcasting” to equal standard television broadcasting on cable and satellite TV. This type of technology is superior to video on demand (VOD) streaming technology in both acquisition and delivery. The growth of OTT video delivery has been significant. In the past year alone, OTT has grown to $35 billion in global revenue, with $17 billion coming from emerging markets source Digital TV Research. ViewMe Live (“VML”) has many technology advantages including: Artificial Intelligence (“AI”); the ability to simultaneously access millions of users simultaneously with virtually no latency equivalent to standard television broadcasting; global distribution (without interruption) on cellular and Wi--Fi; and a fully interactive menu user interface and worldwide advertising brokers in place.

VML’s content delivery network (“CDN”) can potentially reach tens of millions of mobile devices (tablets and smartphones) and has the potential to scale to one billion video streams globally. It loads content within seconds, not only for Wi-Fi, but also more importantly, on cellular networks that are 3G and higher. VML’s core technology is fully developed and is able to support clients on a turnkey native mobile app in less than 60 days. We have already achieved major milestones as the world’s largest private conduit build out for global deployment of LIVE and VOD streaming content. Our OTT live streaming technology is unique and proprietary. Here are some highlights on how VML can help from telecommunication companies to TV station broadcasters to digital film libraries.

VML has the ability to create a “Master Network Mobile App” that can allow for a multiple channel build out, each with its own unique Pay Per View charge (optional). This means a company can have a live event channel per country with a different price per user based on the economics of that country. VML has unlimited channel build out (e.g. a company could have 50 channels or 1000 channels). Any telecommunications company can have professional looking displays and user interfaces for mobile with VML, similar to what the large telecommunications companies provide. A Master Network App also allows a network to expand into other categories by country (e.g. additional sports categories for various sports by country). Expansion can focus on audience aggregation for sports and other forms of entertainment categories. Pay-Per View is an option for these expanded categories as well. We have built-in worldwide ad brokers for pre---roll commercial ads so that revenue can be generated as soon as possible. There is also potential to upsell to existing advertisers and sponsors and it can be brand specific by country.

Our differentiation from webstreamingweb streaming

 

We are not a website-based video streaming technology. VMLVuMe is strictly a native mobile app focused on video streaming technology for mobile platforms. We are not a dashboard-based video content company where users

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upload content; we are a complete turnkey SaaS application. A survey released in May 2015, sponsored by Level 3 Communications, stated, “Offering both VOD and Live Linear channels will be critical for OTT providers to entice new prospects and gain market share. This trend is a critical one. For existing OTT providers, offering a VOD service may not be enough to maintain, much less grow, market share.” The trend towards adding live linear channel content has the potential to become “table stakes” in the OTT game over the next several years, with both breaking news and live sports content leading the way in terms of interest for OTT service providers adding live linear channels.

 

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SaaS White Label

 

We plan to white label our suite of SaaS technologies for yearly licensing and monthly maintenance fees. The prospective user base for the SaaS White Label Suite is extensive as there are more than 200,000 TV broadcasters worldwide alone, and many of them are seeking to migrate to the vast mobile video streaming market space. The sizeable population of potential SaaS clients includes standard television broadcasters in every country, direct marketing companies, low-powered antenna broadcasters (such as universities and churches), IPTV broadcasters, and large content (film and TV) providers that are seeking to further monetize their properties for worldwide syndication.

 

The SaaS suite includes full app development on Apple iOS, Google Android and Roku connected boxes, user interface (menu system), advertising broker network for pre---roll commercial ads (from date of launch), 24/7 LIVE monitoring of inbound and outbound signals, data analytics, seamless updating to all platforms, Amazon web service (AWS) blade servers, and coverage up to the first 20 million streams. The white label product is offered to stand--alone.stand-alone.

 

User Interface

 

In a preprogrammed live linear broadcast application, viewers have free access via aplaylistby category and playlist by category and have the ability to“catch--upwithwhat theymayhavemissed “catch--up” with what they may have missed in the LIVEbroadcast, regardlessofthe LIVE broadcast, regardless of itsoriginal airdate.The video-on-demand (VOD) original airdate. The video-on-demand (VOD) feature provides the opportunity to access additional viewers andmonetizeadditional viewers and monetize past content. After several years in development, we believe that VMLVuMe has a significantfirst to marketadvantage and that no other companies currently have a comparable commercialized offering.

 

VML has also been developed and customized for the mobile streaming technology of Viki, a Korean Pop TV content provider. Ten months post--launch, Viki reached 50 million installed apps for mobile devices and attracted 22 million users in approximately 200 countries. This rapid scalability was one factor in Viki’s acquisition by Rakuten for $200 million.

tptw_10kimg13.jpg

   

Image result for http:||www.thenewbase.com|home|media-news-events|news-detail|?no_cache=1&news

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Our Plan for Strategic Partnering with Telecommunication & Media Companies

 

Currently in the world, viewers usually need to have a contract with a cable provider (e.g. AT&T, Cox, Xfinity, Spectrum, or Cablevision in the U.S.) or satellite TV provider (e.g. DirecTV andDISHNetwork DISH Network in the U.S.) andbeand be in rangeofrange of a residentialorbusinessWi-Firesidential or business Wi-Fi tobe able be able towatchover the top (OTT) watch over the top (OTT) content on a connected TV device, website or mobile access. VMLVuMe is capable of offering a nearly unlimited number of channels to mobile users virtually anywhere and everywhere, with global reach, far exceeding two U.S. satellite companies (DirecTV and DISH Network), which have 500+ channels each and are only available in the U.S.

 

We believe VMLVuMe will immediately appeal to any channel that is currently on DirecTV and DISH Network for global mobile linear broadcast participation, simply because these platforms are only available in the U.S. market.

 

VMLVuMe canprovide low--powered provide low-powered TV stations(afterfoundstations (often found in churches anduniversities)churches and universities), alongwithhigh--poweredalong with high--powered stations, the ability to reach the entire global market. Other potential users are owners of libraries of digitized content, and LIVE event venues such as music concerts, sporting events, festivals, beauty pageants, summer and winter Olympic Games, award shows, red carpet events, trade shows and conventions. Enthusiasts can produce their own show in any area and could launch their own channels for travel, food, spirits, sports, outdoor recreation, retro TV shows, children, cartoons, comedy, drama, reality, education, automobiles, health, corporations, shopping, soap opera, game shows, dating, religion, etc., providing extensive possibilities for media expansion. Content providers will not be limited by the major TV networks and film studios for distribution rights.

 

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We have targeted Telecommunication and Media Company Opportunities to offer:

 

·

Turn key mobile app for telecommunication and media companies for immediate distribution of TV broadcasts on terrestrial, cable and satellite for free or as subscription.

·

Turn key mobile app forfree or pay per viewlive events.

·

Turn key mobile app for digital libraries of content providers.

·

Reseller program with territorial rights.

·

Worldwide analytics on mobile TV content provided to help with target marketing for products and services.

·

Transitions to the automotive industry car play systems.

·

Option to pre---loadMasterNetworkAppon telecommunication company’smobile devices suchpre---load Master Network App on telecommunication company’s mobile devices such as smartsmart phones and tablets.

·

Pre-load the

Pre-load the SaaSwhite label clientson telecommunication companymobiledevices. white label clients on telecommunication company mobile devices.

 

Geo Fencing Available (The ability to offer broadcast territories by region or regional Networks)

Our Plan to Act as a Reseller with Territorial Rights

·

Value Added Reseller (VAR) to telecommunication and media companies.

·

Exclusive rights for a country or region for reselling the white label opportunity.

·

Offer to Telecommunication and media companies OTT digital content as a channel or network.

·

Offer 1 to 1000 channels by territory.

·

Approach emerging markets as capital resources permit.

 

Our business is subject to a number of risks of which you should be aware before making an investment decision. These risks are discussed more fully in the “Risk Factors” section of this prospectus immediately following this the summary.

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PLAN OF OPERATIONSForm 10-K.

 

Our Capital Budget for the next 12 monthsCorporate Information          

 

LiquidityWe are a Florida corporation. Our principal executive offices are located at 501 W. Broadway, Suite 800, San Diego, CA 92101, and Capital Resource Needs

               
  SaaS /----------Content------/ /---------Network--------/ Phone General
Initial Proposed Uses of Funds:              
  San Diego Media Blue Collar ViewMe Live Proposed Acquisition Lion Phone 4K Units General 2019 Acq Totals
Est. Build-Out Costs-Complex $—                        $—   
 Studio Equip         $400,000              $400,000 
Hardware Manufacturing                 $500,000      $500,000 
ViewMe Live Completion         $2,000,000              $2,000,000 
Initial Capx $—    $—    $2,400,000  $—    $500,000  $—    $2,900,000 
 Down Payment Cash for Acquisitions             $3,000,000          $3,000,000 
Seller Note Retirement $250,000  $1,600,000  $4,000,000       400,000       $6,250,000 
Marketing Budget         $1,000,000       1,000,000   250,000  $2,250,000 
General Working Capital $100,000                  $2,400,000  $2,500,000 
Real Estate Acquisition                         $—   
Total Project Cost $350,000  $1,600,000  $7,400,000  $3,000,000  $1,900,000  $2,9650,000  $16,900,000 

our telephone number is (619) 301-4200. Our website address is http://www.tptglobaltech.com. Information on or accessed through our website is not incorporated into this Form 10-K and is not a part of this filing.

 

CYBER RISKS

 

Like other large telecommunications companies, we are a constant target of cyber-attacks of varying degrees, which has caused us to spend increasingly more time and money to deal with increasingly sophisticated attacks. Some of the attacks may result in security breaches, and we periodically notify our customers, our employees or the public of these breaches when necessary or appropriate. None of these resulting security breaches to date have materially adversely affected our business, results of operations or financial condition.

 

We rely on several other communications companies to provide services or products for our offerings. We may lease a significant portion of our core fiber network from our competitors and other third parties. Many of these leases will lapse in future years. Our future ability to provide services on the terms of our current offerings will depend in part upon our ability to renew or replace these leases, agreements and arrangements on terms substantially similar to those currently in effect.

 

For additional information regarding our systems, network, cyber risks, capital expenditure requirements and reliance upon third parties, see "Risk Factors."

 

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COMPETITION, COMPETITORS, REGULATION AND TAXATION

 

CompetitionIn the competitive landscape faced by VuMe Super App, VuMe Mobile, and GSM eSIM technology, the interplay of competition, competitors, regulation, and taxation creates a dynamic and challenging environment. The market is characterized by intense competition from a spectrum of players, including established technology giants and agile startups. These competitors offer a range of products and services, such as advanced mobile devices and integrated digital applications, that directly compete with VuMe's offerings. The varied nature of these competitors necessitates that VuMe continuously innovate in its products, marketing strategies, and customer service to maintain its competitive edge.

 

VuMe, however, is competitively positioned to capture market share from its competitors due to several key factors. First, VuMe Super App offers an integrated, all-in-one solution that effectively combines communication, entertainment, and productivity features. This multifunctionality differentiates it in a market where most apps focus on single functionalities. Additionally, VuMe Mobile is designed with cutting-edge technology and premium features that appeal to tech-savvy consumers looking for high-quality and high-performance devices. The incorporation of GSM eSIM technology positions VuMe as a leader in innovative connectivity solutions, catering to the needs of global travelers and tech enthusiasts who value convenience and security.

Regulation and compliance are critical in the technology sector, especially concerning data privacy, security, and consumer protection. VuMe's commitment to adhering to regional and international regulations bolsters its reputation as a trustworthy and reliable brand. This adherence to regulatory standards not only ensures legal compliance but also builds customer trust, which is crucial in capturing market share.

In terms of taxation, VuMe's strategic financial planning and understanding of complex tax structures across different regions contribute to its competitive positioning. Efficient management of taxation requirements ensures financial stability and allows VuMe to offer competitive pricing, further enhancing its market appeal.

In summary, while the competitive landscape presents numerous challenges, VuMe is well-positioned to gain market share from its competitors. Its unique product offerings, commitment to innovation, adherence to regulatory standards, and strategic financial management place it at a competitive advantage. By leveraging these strengths, VuMe is poised to become a formidable player in the technology sector, differentiating itself in a market crowded with diverse competitors.

Competition

In summary, the competitive landscape facing VuMe Super App, VuMe Mobile, and GSM eSIM technology is both diverse and dynamic, marked by the presence of a wide array of competitors ranging from established tech giants to emerging startups. These competitors offer similar products and services, creating a highly competitive environment. A key characteristic of this landscape is the rapid pace of technological advancements, which necessitates continuous innovation and adaptation to stay ahead. Established brands benefit from significant market penetration and strong brand loyalty, presenting a challenge for newer entrants like VuMe to build recognition and trust. Pricing strategies vary significantly across competitors, with some focusing on premium offerings while others target cost-conscious consumers with more affordable options. Global reach and the ability to effectively localize products to meet regional preferences are crucial in achieving international market success. Furthermore, offering exceptional customer experiences and responsive service is a major differentiator in this space. Lastly, adherence to data privacy and security regulations is critically important in gaining consumer trust. VuMe's approach in this competitive scenario involves capitalizing on its unique integrations and features, such as the all-encompassing VuMe Super App, the advanced functionalities of VuMe Mobile, and the innovative aspects of GSM eSIM technology. A focus on building strong brand recognition, delivering customer-centric solutions, and maintaining a cutting-edge technological edge are central to VuMe's strategy to establish itself as a formidable player in the competitive technology market.

General

 

We compete in a rapidly evolving and highly competitive market, and we expect intense competition to continue. In addition to competition from larger national telecommunications providers, we are facing increasing competition from several other sources, including cable and satellite companies, wireless providers, technology companies, cloud

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companies, broadband providers, device providers, resellers, sales agents and facilities-based providers using their own networks as well as those leasing parts of our network. Technological advances and regulatory and legislative changes have increased opportunities for a wide range of alternative communications service providers, which in turn have increased competitive pressures on our business. These alternate providers often face fewer regulations and have lower cost structures than we do. In addition, the communications industry has, in recent years, experienced substantial consolidation, and some of our competitors in one or more lines of our business are generally larger, have stronger brand names, have more financial and business resources and have broader service offerings than we currently do.

 

Wireless telephone services are a significant source of competition with our legacy carrier services. It is increasingly common for customers to completely forego use of traditional wireline phone service and instead rely solely on wireless service for voice services. We anticipate this trend will continue, particularly as our older customers are replaced over time with younger customers who are less accustomed to using traditional wireline voice services. Technological and regulatory developments in wireless services, Wi-Fi, and other wired and wireless technologies have contributed to the development of alternatives to traditional landline voice services. Moreover, the growing prevalence of electronic mail, text messaging, social networking and similar digital non-voice communications services continues to reduce the demand for traditional landline voice services. These factors have led to a long-term systemic decline in the number of our wireline voice service customers.

 

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The Telecommunications Act of 1996, which obligates carriers to permit competitors to interconnect their facilities to the carrier's network and to take various other steps that are designed to promote competition, imposes several duties on a carrier if it receives a specific request from another entity which seeks to connect with or provide services using the carrier's network. In addition, each carrier is obligated to (i) negotiate interconnection agreements in good faith, (ii) provide nondiscriminatory "unbundled" access to all aspects of the carrier's network, (iii) offer resale of its telecommunications services at wholesale rates and (iv) permit competitors, on terms and conditions (including rates) that are just, reasonable and nondiscriminatory, to colocatecollocate their physical plant on the carrier's property, or provide virtual colocation if physical colocation is not practicable. Current FCC rules require carriers to lease a network element only in those situations where competing carriers genuinely would be impaired without access to such network elements, and where the unbundling would not interfere with the development of facilities-based competition.

 

As a result of these regulatory, consumer and technological developments, carriers also face competition from competitive local exchange carriers, or CLECs, particularly in densely populated areas. CLECs provide competing services through reselling a carrier’s local services, through use of a carrier's unbundled network elements or through their own facilities.

 

Technological developments have led to the development of new products and services that have reduced the demand for our traditional services, as noted above, or that compete with traditional carrier services. Technological improvements have enabled cable television companies to provide traditional circuit-switched telephone service over their cable networks, and several national cable companies have aggressively marketed these services. Similarly, companies providing VoIP services provide voice communication services over the Internet which compete with our traditional telephone service and our own VoIP services. In addition, demand for our broadband services could be adversely affected by advanced wireless data transmission technologies being deployed by wireless providers and by certain technologies permitting cable companies and other competitors to deliver faster average broadband transmission speeds than ours.

 

Similar to us, many cable, technology or other communications companies that previously offered a limited range of services are now offering diversified bundles of services, either through their own networks, reselling arrangements or joint ventures. As such, a growing number of companies are competing to serve the communications needs of the

same customer base.  Such activities will continue to place downward pressure on the demand for and pricing of our services.

 

As customers increasingly demand high-speed connections for entertainment, communications and productivity, we expect the demands on our network will continue to increase over the next several years. To succeed, we must continue to invest in our networks or engage partners to ensure that they can deliver competitive services that meet

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these increasing bandwidth and speed requirements. In addition, network reliability and security are increasingly important competitive factors in our business.

 

Additional information about competitive pressures is located under the heading “Risk Factors.”

 

Competitors

 

In connection with providing strategic services to our business customers, which includes our small, medium and enterprise business, wholesale and governmental customers, we compete against other telecommunication providers, as well as other regional and national carriers, other data transport providers, cable companies, CLECs and other enterprises, some of whom are substantially larger than us. Competition is based on price, bandwidth, quality and speed of service, promotions and bundled offerings. In providing broadband services, we compete primarily with cable companies, wireless providers, technology companies and other broadband service providers. We face competition in Ethernet based services in the wholesale market from cable companies and fiber-based providers.  In regards to our medical division, we compete with other medical testing facilities and other companies developing SaaS technologies to test and monitor medical testing activities.

 

Our competitors for providing integrated data, broadband, voice services and other data and SaaS services to our business customers range from small to mid-sized businesses. Due to the size of some of these companies, our competitors may be able to offer more inexpensive solutions to our customers. To compete, we focus on providing sophisticated, secure and performance-driven services to our business customers through our infrastructure.

 

The number of companies providing business services has grown and increased competition for these services, particularly with respect to smaller business customers. Many of our competitors for strategic services are not subject to the same regulatory requirements as we are and therefore, they are able to avoid significant regulatory costs and obligations.

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Government Regulation

 

Government regulations in the technology sector play a crucial role in shaping the operational landscape for companies like VuMe. These regulations typically focus on ensuring data privacy, securing consumer rights, managing competition, and upholding cybersecurity standards. Data protection laws, such as the GDPR in the European Union and various national laws in other countries, require companies to handle consumer data with utmost care, providing transparency about its use and granting users control over their personal information. This necessitates robust data management systems and regular compliance checks for companies operating internationally. Additionally, consumer protection regulations mandate that technology products meet certain safety and performance standards, often requiring rigorous testing and quality assurance processes. Antitrust laws are also significant, designed to prevent monopolistic practices and ensure fair competition in the market. These laws can affect company strategies, particularly regarding mergers, acquisitions, and market entry. Cybersecurity regulations are increasingly important, as companies are required to implement strong security measures to protect against data breaches and cyber threats. These regulations often evolve rapidly, responding to new technological developments and emerging security challenges. For companies like VuMe, navigating these government regulations is essential not only for legal compliance but also for maintaining consumer trust and a strong market reputation. Regular updates to compliance strategies and proactive engagement with regulatory developments are critical in this constantly changing regulatory landscape.

Overview

 

As discussed further below, our operations are subject to significant local, state, federal and foreign laws and regulations.

 

We are subject to the significant regulations by the FCC, which regulates interstate communications, and state utility commissions, which regulate intrastate communications. These agencies (i) issue rules to protect consumers and promote competition, (ii) set the rates that telecommunication companies charge each other for exchanging traffic, and (iii) have traditionally developed and administered support programs designed to subsidize the provision of services to high-cost rural areas. In most states, local voice service, switched and special access services and interconnection services are subject to price regulation, although the extent of regulation varies by type of service and geographic region. In addition, we are required to maintain licenses with the FCC and with state utility commissions. Laws and regulations in many states restrict the manner in which a licensed entity can interact with affiliates, transfer assets, issue debt and engage in other business activities. Many acquisitions and divestitures may require approval by the FCC and some state commissions. These agencies typically have the authority to withhold their approval, or to request or impose substantial conditions upon the transacting parties in connection with granting their approvals.

 

The following description discusses some of the major industry regulations that may affect our traditional operations, but numerous other regulations not discussed below could also impact us. Some legislation and regulations are currently the subject of judicial, legislative and administrative proceedings which could substantially change the manner in which the telecommunications industry operates and the amount of revenues we receive for our services.

 

Neither the outcome of these proceedings, nor their potential impact on us, can be predicted at this time. For additional information, see "Risk Factors."

 

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The laws and regulations governing our affairs are quite complex and occasionally in conflict with each other. From time to time, we are fined for failing to meet applicable regulations or service requirements.

 

Federal Regulation

 

Federal regulation in the technology sector is an essential aspect that companies like VuMe must navigate meticulously. These regulations are primarily aimed at ensuring consumer protection, data privacy, cybersecurity, and fair competition. In the United States, federal bodies such as the Federal Communications Commission (FCC) and the Federal Trade Commission (FTC) play key roles in enforcing these regulations. The FCC oversees telecommunications, managing spectrum allocation and setting standards for communication devices, which is particularly relevant for companies dealing with mobile technologies and wireless communication. The FTC focuses on protecting consumer rights and preventing deceptive business practices, which includes overseeing advertising, marketing, and data privacy practices. Additionally, regulations like the Children's Online Privacy Protection Act (COPPA) and the Health Insurance Portability and Accountability Act (HIPAA) impose specific requirements on companies handling children's data and health-related information, respectively. Cybersecurity is another critical area, with federal mandates requiring robust security measures to protect against data breaches and cyber threats, a concern that is increasingly paramount in the tech industry. Compliance with these federal regulations is not just a legal necessity but also crucial for maintaining consumer trust and a solid market reputation. Companies like VuMe must continuously monitor and adapt to these regulatory changes, incorporating them into their business operations and strategies to ensure compliance and protect their customer base.

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General

 

We are required to comply with the Communications Act of 1934. Among other things, this law requires our local exchange carriers to offer various of our legacy services at just and reasonable rates and on non-discriminatory terms. The Telecommunications Act of 1996 materially amended the Communications Act of 1934, primarily to promote competition.

 

The FCC regulates interstate services we provide, including the special access charges we bill for wholesale network transmission and the interstate access charges that we bill to long-distance companies and other communications companies in connection with the origination and termination of interstate phone calls. Additionally, the FCC regulates a number of aspects of our business related to privacy, homeland security and network infrastructure, including our access to and use of local telephone numbers and our provision of emergency 911 services. The FCC has responsibility for maintaining and administering support programs designed to expand nationwide access to communications services (which are described further below), as well as other programs supporting service to low-income households, schools and libraries, and rural health care providers. Changes in the composition of the five members of the FCC or its Chairman can have significant impacts on the regulation of our business.

 

In recent years, our operations and those of other telecommunications carriers have been further impacted by legislation and regulation imposing additional obligations on us, particularly with regards to providing voice and broadband service, bolstering homeland security, increasing disaster recovery requirements, minimizing environmental impacts and enhancing privacy. These laws include the Communications Assistance for Law Enforcement Act, and laws governing local telephone number portability and customer proprietary network information requirements. In addition, the FCC has heightened its focus on the reliability of emergency 911 services. The FCC has imposed fines on us and other companies for 911 outages and has adopted new compliance requirements for providing 911 service. We are incurring capital and operating expenses designed to comply with the FCC's new requirements and minimize future outages. All of these laws and regulations may cause us to incur additional costs and could impact our ability to compete effectively against companies not subject to the same regulations.

 

Over the past several years, the FCC has taken various actions and initiated certain proceedings designed to comprehensively evaluate the proper regulation of the provisions of data services to businesses. As part of its evaluation, the FCC has reviewed the rates, terms and conditions under which these services are provided. The FCC's proceedings remain pending, and their ultimate impact on us is currently unknown.

 

We are also regulated for our medical services activities. See discussion below.

Telephony Services

 

We operate traditional telecommunications services in our Arizona subsidiary, and those services are largely governed under rules established for CLECs under the Communications Act. The Communications Act entitles our CLEC subsidiary to certain rights, but as telecommunications carriers, it also subjects them to regulation by the FCC and the states. Their designation as telecommunications carriers also results in other regulations that may affect them and the services they offer.

 

Interconnection and Intercarrier Compensation 

 

The Communications Act requires telecommunications carriers to interconnect directly or indirectly with other telecommunications carriers. Under the FCC's intercarrier compensation rules, we are entitled, in some cases, to compensation from carriers when they use our network to terminate or originate calls and in other cases are required to compensate another carrier for using its network to originate or terminate traffic. The FCC and state regulatory commissions, including those in the states in which we operate, have adopted limits on the amounts of compensation that may be charged for certain types of traffic. As noted above, the FCC has determined that intercarrier compensation for all terminating traffic will be phased down over several years to a "bill-and-keep" regime, with no

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compensation between carriers for most terminating traffic by 2018 and is considering further reform that could reduce or eliminate compensation for originating traffic as well.

 

Universal Service

 

Our CLEC subsidiary is required to contribute to the Universal Service Fund (“USF”). The amount of universal service contribution required of us is based on a percentage of revenues earned from interstate and international services provided to end users. We allocate our end user revenues and remit payments to the universal service fund in accordance with FCC rules. The FCC has ruled that states may impose state universal service fees on CLEC telecommunications servicesservices.

 

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State Regulation

 

Our CLEC subsidiary telecommunications services are subject to regulation by state commissions in each state where we provide services. In order to provide our services, we must seek approval from the state regulatory commission or be registered to provide services in each state where we operate and may at times require local approval to construct facilities. Regulatory obligations vary from state to state and include some or all of the following requirements: filing tariffs (rates, terms and conditions); filing operational, financial, and customer service reports; seeking approval to transfer the assets or capital stock of the broadband communications company; seeking approval to issue stocks, bonds and other forms of indebtedness of the broadband communications company; reporting customer service and quality of service requirements; outage reporting; making contributions to state universal service support programs; paying regulatory and state Telecommunications Relay Service and E911 fees; geographic build-out; and other matters relating to competition.

 

Other Regulations 

 

Our CLEC subsidiary telecommunications services are subject to other FCC requirements, including protecting the use and disclosure of customer proprietary network information; meeting certain notice requirements in the event of service termination; compliance with disabilities access requirements; compliance with CALEA standards; outage reporting; and the payment of fees to fund local number portability administration and the North American Numbering Plan. As noted above, the FCC and states are examining whether new requirements are necessary to improve the resiliency of communications networks. Communications with our customers are also subject to FCC, FTC and state regulations on telemarketing and the sending of unsolicited commercial e-mail and fax messages, as well as additional privacy and data security requirements.

 

Broadband

 

Regulatory Classification.    Broadband Internet access services were traditionally classified by the FCC as "information services" for regulatory purposes, a type of service that is subject to a lesser degree of regulation than "telecommunications services." In 2015, the FCC reversed this determination and classified broadband Internet access services as "telecommunications services." This reclassification has subjected our broadband Internet access service to greater regulation, although the FCC did not apply all telecommunications service obligations to broadband Internet access service. The 2015 Order could have a material adverse impact on our business as it may justify additional FCC regulation or support efforts by States to justify additional regulation of broadband Internet access services. In December 2017, the FCC adopted an order that in large part reverses the 2015 Order and reestablishes the "information service" classification for broadband Internet access service. The 2017 Order has not yet gone into effect, however, and the 2015 Order will remain binding until the 2017 Order takes effect. The 2017 Order is expected to be subject to legal challenge that may delay its effect or overturn it.

 

Net Neutrality, and Current Status. The 2015 Order also established a new "Open Internet" framework that expanded disclosure requirements on Internet service providers ("ISPs") such as cable companies, prohibited blocking, throttling, and paid prioritization of Internet traffic on the basis of the content, and imposed a "general conduct standard" that prohibits unreasonable interference with the ability of end users and edge providers to reach each other. The FCC's 2017 Order eliminates these rules except for certain disclosure requirements (see the official release summary from the FCC below). Additionally, Congress and some states are considering legislation that may codify "network neutrality" rules.

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The Federal Communications Commission has made the following official release about the Restoring Internet Freedom Order:

 

"The FCC's Restoring Internet Freedom Order, which took effect on June 11, (2018) provides a framework for protecting an open Internet while paving the way for better, faster and cheaper Internet access for consumers. It replaces unnecessary, heavy-handed regulations that were developed way back in 1934 with strong consumer protections, increased transparency, and common-sense rules that will promote investment and broadband deployment. The FCC's framework for protecting Internet freedom has threethe following key parts:

 

1. Consumer Protection 

The Federal Trade Commission will police and take action against Internet service providers for anticompetitive acts or unfair and deceptive practices. The FTC is the nation's premier consumer protection agency, and until the FCC stripped it of jurisdiction over Internet service providers in 2015, the FTC protected consumers consistently across the Internet economy.

 

2. Transparency

A critical part of Internet openness involves Internet service providers being transparent about their business practices. That's why the FCC has imposed enhanced transparency requirements. Internet service providers must publicly disclose information regarding their network management practices, performance, and commercial terms of service. These disclosures must be made via a publicly available, easily accessible company website or through the FCC's website. This will discourage harmful practices and help regulators target any problematic conduct. These disclosures also support innovation, investment, and competition by ensuring that entrepreneurs and other small businesses have the technical information necessary to create and maintain online content, applications, services, and devices.

 

Internet Service Providers must clearly disclose their network management practices on their own web sites or with the FCC. For more information about these disclosures, you can visit https://www.fcc.gov/isp- disclosures.

 

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Removes Unnecessary Regulations to Promote Broadband Investment 

The Internet wasn't broken in 2015, when the previous FCC imposed 1930s-era regulations (known as "Title II") on Internet service providers. And ironically, these regulations made things worse by limiting investment in high-speed networks and slowing broadband deployment. Under Title II, broadband network investment dropped more than 5.6% -- the first time a decline has happened outside of a recession. The effect was particularly serious for smaller Internet service providers (fixed wireless companies, small-town cable operators, municipal broadband providers, electric cooperatives, and others) that don't have the resources or lawyers to navigate a thicket of complex rules...."

 

The items listed in this internet Order are for carriers such as Century Link, which is our contract internet provider, and we are in compliance with the areas that we are responsible for which are few. We generate the last mile of internet service, but we are actually a reseller of Century Link services as they provide the bandwidth to us.

 

Access for Persons with Disabilities. The FCC's rules require us to ensure that persons with disabilities have access to "advanced communications services" ("ACS"), such as electronic messaging and interoperable video conferencing. They also require that certain pay television programming delivered via Internet Protocol include closed captioning and require entities distributing such programming to end users to pass through such captions and identify programming that should be captioned.

 

Other Regulation. The 2015 Order also subjected broadband providers' Internet traffic exchange rates and practices to potential FCC oversight and created a mechanism for third parties to file complaints regarding these matters. In addition, our provision of Internet services also subjects us to the limitations on use and disclosure of user communications and records contained in the Electronic Communications Privacy Act of 1986. Broadband Internet access service is also subject to other federal and state privacy laws applicable to electronic communications.

 

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Additionally, providers of broadband Internet access services must comply with CALEA, which requires providers to make their services and facilities accessible for law enforcement intercept requests. Various other federal and state laws apply to providers of services that are accessible through broadband Internet access service, including copyright laws, telemarketing laws, prohibitions on obscenity, and a ban on unsolicited commercial e-mail, and privacy and data security laws. Online content we provide is also subject to some of these laws.

 

Other forms of regulation of broadband Internet access service currently being considered by the FCC, Congress or state legislatures include consumer protection requirements, cyber security requirements, consumer service standards, requirements to contribute to universal service programs and requirements to protect personally identifiable customer data from theft. Pending and future legislation in this area could adversely affect our operations as an Internet service provider and our relationship with our Internet customers.

 

Additionally, from time to time the FCC and Congress have considered whether to subject broadband Internet access services to the federal Universal Service Fund ("USF") contribution requirements. Any contribution requirements adopted for Internet access services would impose significant new costs on our broadband Internet service. At the same time, the FCC is changing the manner in which Universal Service funds are distributed. By focusing on broadband and wireless deployment, rather than traditional telephone service, the changes could assist some of our competitors in more effectively competing with our service offerings.

 

VoIP Services

 

We provide telephony services using VoIP technology ("interconnected VoIP"). The FCC has adopted several regulations for interconnected VoIP services, as have several states, especially as it relates to core customer and safety issues such as e911, local number portability, disability access, outage reporting, universal service contributions, and regulatory reporting requirements. The FCC has not, however, formally classified interconnected VoIP services as either information services or telecommunications services. In this vacuum, some states have asserted more expansive rights to regulate interconnected VoIP services, while others have adopted laws that bar the state commission from regulating VoIP service.

 

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Universal Service. Interconnected VoIP services must contribute to the USF used to subsidize communication services provided to low income households, to customers in rural and high cost areas, and to schools, libraries, and rural health care providers. The amount of universal service contribution required of interconnected VoIP service providers is based on a percentage of revenues earned from interstate and international services provided to end users. We allocate our end user revenues and remit payments to the universal service fund in accordance with FCC rules. The FCC has ruled that states may impose state universal service fees on interconnected VoIP providers.

Local Number Portability. The FCC requires interconnected VoIP service providers and their "numbering partners" to ensure that their customers have the ability to port their telephone numbers when changing providers. We also contribute to federal funds to meet the shared costs of local number portability and the costs of North American Numbering Plan Administration.

 

Intercarrier Compensation. In an October 2011 reform order and subsequent clarifying orders, the FCC revised the regime governing payments among providers of telephony services for the exchange of calls between and among different networks ("intercarrier compensation") to, among other things, explicitly include interconnected VoIP. In that Order, the FCC determined that intercarrier compensation for all terminating traffic, including VoIP traffic exchanged in TDM format, will be phased down over several years to a "bill-and-keep" regime, with no compensation between carriers for most terminating traffic by 2018. The FCC is considering further reform in this area, which could reduce or eliminate compensation for originating traffic as well.

 

Other Regulation. Interconnected VoIP service providers are required to provide enhanced 911 emergency services to their customers; protect customer proprietary network information from unauthorized disclosure to third parties; report to the FCC on service outages; comply with telemarketing regulations and other privacy and data security requirements; comply with disabilities access requirements and service discontinuance obligations; comply with call signaling requirements; and comply with CALEA standards. In August 2015, the FCC adopted new rules to improve the resiliency of the communications network. Under the new rules, providers of telephony services,

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including interconnected VoIP service providers, must make available eight hours of standby backup power for consumers to purchase at the point of sale. The rules also require that providers inform new and current customers about service limitations during power outages and steps that consumers can take to address those risks.

 

 For additional information about these matters, see “Risk Factors.”

LICENSES

Arizona CLEC license in Phoenix area. License #20090393 which expires 2023 and is renewable every seven years.

TITLE TO PROPERTIES

 

None.

 

TITLE TO PROPERTIES

None.

BACKLOG OF ORDERS

 

We currently have no backlogs of orders for sales, at this time.None.

 

GOVERNMENT CONTRACTS

 

We have no government contracts.

 

COMPANY SPONSORED RESEARCH AND DEVELOPMENT

 

We are not conducting any research.

 

NUMBER OF PERSONS EMPLOYED

 

We have approximately 3010 employees who work approximately 4520 hours per week. All officers and directors work approximately 6050 hours per weekweek. Directors work as directors.needed.

 

DESCRIPTION OF PROPERTYWEBSITE

 

Our corporate website address is www.tptglobaltech.com.

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DESCRIPTION OF PROPERTIES/ASSETS

 

(a)

Real Estate.

None.

(b)

Title to properties.

None.

(c)

Patents, Trade Names, Trademarks and Copyrights

See below.

 

Our executive offices are located in San Diego, California. We do not own any real property, but lease and office space consisting of approximately 27,0003,000 sq. ft. among all of our corporate and subsidiary locations. We believe that substantially all of our property and equipment is in good condition, subject to normal wear and tear, and that our facilities have sufficient capacity to meet the current needs of our business.

 

PATENTS, TRADE NAMES, TRADEMARKS AND COPYRIGHTS

 

Either directly or through our subsidiaries, we have rights in various patents, trade names, trademarks, copyrights and other intellectual property necessary to conduct our business. Our services often use the intellectual property of others, including licensed software. We also occasionally license our intellectual property to others as we deem appropriate.

 

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We periodically receive offers from third parties to purchase or obtain licenses for patents and other intellectual property rights in exchange for royalties or other payments. We also periodically receive notices, or are named in lawsuits, alleging that our products or services infringe on patents or other intellectual property rights of third parties. In certain instances, these matters can potentially adversely impact our operations, operating results or financial position. For additional information, see “Risk Factors”.

 

PLAN OF OPERATIONSITEM 1A. RISK FACTORS.

 

We intend to expend funds over the next four quarters as follows:

Time PeriodDescription$ Amount
1stQuarter 2019Expand Sales of products and services organically and through acquisitions.
Raise additional capital through offering of common stock or loans to support sales growth strategy.
$900,000
2ndQuarter 2019Sales expansion through Media, Telecom, SaaS, and Content Product Releases and Acquisitions$9,450,000
3rdQuarter 2019Expansion of national and international sales and acquisitions$3,300,000
4thQuarter 2019Additional acquisitions and development costs marketing capital to launch our mobile banking division$3,250,000

Our Budget for operations in the next year is as follows:

   
Working Capital $1,200,000 
Legal, Audit and Accounting $400,000 
Fees, rent, travel and general & administrative expenses $500,000 
  $2,100,000 

RISK FACTORS

 

The Company may change any or all of the budget categories in the execution of its business model. None of the line items are to be considered fixed or unchangeable. The Company may need substantial additional capital to support its budget. We have not recognized revenues from our operational activities.

Based on our current cash reserves of approximately $50,000 as of March 31, 2019, we do not have the cash for an operational budget going forward.  If we are unable to generate enough revenue,to cover our operational costs, we will need to seek additional sources of funds.  Currently, we haveno committed source for any funds as of date hereof.  No representation is made that any funds will be available when needed.  In the event funds cannot be raised if and when needed, we may not be able to carry out our business plan and could fail in business as a result of these uncertainties.

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The independent registered public accounting firm’s report on our financial statements as of December 31, 2018, includes a “going concern” explanatory paragraph that describes substantial doubt about our ability to continue as a going concern.

REPORTS TO SECURITIES HOLDERS

We provide an annual report that includes audited financial information to our shareholders. We will make our financial information equally available to any interested parties or investors through compliance with the disclosure rules for a small business issuer under the Securities Exchange Act of 1934. We are subject to disclosure filing requirements including filing Form 10K annually and Form 10Q quarterly. In addition, we will file Form 8K and other proxy and information statements from time to time as required. We do not intend to voluntarily file the above reports in the event that our obligation to file such reports is suspended under the Exchange Act. The public may read and copy any materials that we file with the Securities and Exchange Commission, (“SEC”), at the SEC’s Public Reference Room at 100 F Street NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

Item 1A. Risk Factors.

FORWARD LOOKING STATEMENTS

 

THIS DOCUMENT INCLUDES FORWARD-LOOKING STATEMENTS, INCLUDING, WITHOUT LIMITATION, STATEMENTS RELATING TO TPT GLOBAL’S PLANS, STRATEGIES, OBJECTIVES, EXPECTATIONS, INTENTIONS AND ADEQUACY OF RESOURCES. THESE FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES, AND OTHER FACTORS THAT MAY CAUSE OUR COMPANY’S ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY THE FORWARD-LOOKING STATEMENTS. THESE FACTORS INCLUDE, AMONG OTHERS, THE FOLLOWING: OUR ABILITY OF TO IMPLEMENT OUR BUSINESS STRATEGY; ABILITY TO OBTAIN ADDITIONAL FINANCING; TPT GLOBAL’S LIMITED OPERATING HISTORY; UNKNOWN LIABILITIES ASSOCIATED WITH FUTURE ACQUISITIONS; ABILITY TO MANAGE GROWTH; SIGNIFICANT COMPETITION; ABILITY TO ATTRACT AND RETAIN TALENTED EMPLOYEES; AND FUTURE GOVERNMENT REGULATIONS; AND OTHER FACTORS DESCRIBED IN THIS FILING OR IN OTHER OF TPT GLOBAL’S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. TPT GLOBAL IS UNDER NO OBLIGATION TO PUBLICLY UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE. 

 

Special Information Regarding Forward-Looking Statements

The information herein 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. Actual results may materially differ from those projected in the forward-looking statements as a result of certain risks and uncertainties set forth in this report. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report.

We desire to take advantage of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. This filing contains a number of forward-looking statements that reflect management’s current views and expectations with respect to our business, strategies, products, future results and events, and financial performance. All statements made in this filing other than statements of historical fact, including statements addressing operating performance, clinical developments which management expects or anticipates will or may occur in the future, including statements related to our technology, market expectations, future revenues, financing alternatives, statements expressing general optimism about future operating results, and non-historical information, are forward looking statements. In particular, the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “may,” variations of such words, and similar expressions identify forward-looking statements, but are not the exclusive means of identifying such statements, and their absence does not mean that the statement is not forward-looking. These forward-looking statements are subject to certain risks and uncertainties, including those discussed below. Our actual results, performance or achievements could differ materially from historical results as well as those expressed in, anticipated, or implied by these forward-looking statements. We do not undertake any obligation to revise these forward-looking statements to reflect any future events or circumstances.

Readers should not place undue reliance on these forward-looking statements, which are based on management’s current expectations and projections about future events, are not guarantees of future performance, are subject to risks, uncertainties and assumptions (including those described below), and apply only as of the date of this filing. Our actual results, performance or achievements could differ materially from the results expressed in, or implied by, these forward-looking statements. Factors which could cause or contribute to such differences include, but are not limited to, the risks to be discussed in this Form 10-K and in the press releases and other communications to shareholders issued by us from time to time which attempt to advise interested parties of the risks and factors which may affect our business. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. For additional information regarding forward-looking statements, see “Forward-Looking Statements.”

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RISK FACTORS RELATED TO OUR BUSINESS

 

Many of our competitors are better established and have resources significantly greater than we have, which may make it difficult to attract and retain subscribers.

 

We will compete with other providers of telephony service, many of which have substantially greater financial, technical and marketing resources, larger customer bases, longer operating histories, greater name recognition and more established relationships in the industry. In addition, a number of these competitors may combine or form strategic partnerships. As a result, our competitors may be able to offer, or bring to market earlier, products and services that are superior to our own in terms of features, quality, pricing or other factors. Our failure to compete successfully with any of these companies would have a material adverse effect on our business and the trading price of our common stock.

 

The market for broadband and VoIP services is highly competitive, and we compete with several other companies within a single market:

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·

cable operators offering high-speed Internet connectivity services and voice communications;

·

incumbent and competitive local exchange carriers providing DSL services over their existing wide, metropolitan and local area networks;

·

3G cellular, PCS and other wireless providers offering wireless broadband services and capabilities, including developments in existing cellular and PCS technology that may increase network speeds or have other advantages over our services;

·

internet service providers offering dial-up Internet connectivity;

·

municipalities and other entities operating free or subsidized WiFi networks;

·

providers of VoIP telephony services;

·

wireless Internet service providers using licensed or unlicensed spectrum;

·

satellite and fixed wireless service providers offering or developing broadband Internet connectivity and VoIP telephony;

·

electric utilities and other providers offering or planning to offer broadband Internet connectivity over power lines; and

·

resellers providing wireless Internet service by “piggy-backing” on DSL or WiFi networks operated by others.

 

Moreover, we expect other existing and prospective competitors, particularly if our services are successful; to adopt technologies or business plans similar to ours or seek other means to develop a product competitive with our services. Many of our competitors are well-established and have larger and better developed networks and systems, longer-standing relationships with customers and suppliers, greater name recognition and greater financial, technical and marketing resources than we have. These competitors can often subsidize competing services with revenues from other sources, such as advertising, and thus may offer their products and services at lower prices than ours. These or other competitors may also reduce the prices of their services significantly or may offer broadband connectivity packaged with other products or services. We may not be able to reduce our prices or otherwise alter our services correspondingly, which would make it more difficult to attract and retain subscribers.

 

Our Acquisitions could result in operating difficulties, dilution and distractions from our core business.

 

We have evaluated, and expect to continue to evaluate, potential strategic transactions, including larger acquisitions. The process of acquiring and integrating a company, business or technology is risky, may require a disproportionate amount of our management or financial resources and may create unforeseen operating difficulties or expenditures, including:

·

difficulties in integrating acquired technologies and operations into our business while maintaining uniform standards, controls, policies and procedures;

 

·

increasing cost and complexity of assuring the implementation and maintenance of adequate internal control and disclosure controls and procedures, and of obtaining the reports and attestations that are required of a company filing reports under the Securities Exchange Act;

·

difficulties in consolidating and preparing our financial statements due to poor accounting records, weak financial controls and, in some cases, procedures at acquired entities based on accounting principles not generally accepted in the United States, particularly those entities in which we lack control; and

·

the inability to predict or anticipate market developments and capital commitments relating to the acquired company, business or technology.

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Acquisitions of and joint ventures with companies organized outside the United States often involve additional risks, including:

·

difficulties, as a result of distance, language or culture differences, in developing, staffing and managing foreign operations;

·

lack of control over our joint ventures and other business relationships;

·

currency exchange rate fluctuations;

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·

longer payment cycles;

·

credit risk and higher levels of payment fraud;

·

foreign exchange controls that might limit our control over, or prevent us from repatriating, cash generated outside the United States;

·

potentially adverse tax consequences;

·

expropriation or nationalization of assets;

·

differences in regulatory requirements that may make it difficult to offer all of our services;

·

unexpected changes in regulatory requirements;

·

trade barriers and import and export restrictions; and

·

political or social unrest and economic instability.

 

The anticipated benefit of any of our acquisitions or investments may never materialize. Future investments, acquisitions or dispositions could result in potentially dilutive issuances of our equity securities, the incurrence of debt, contingent liabilities or amortization expenses, or write-offs of goodwill, any of which could harm our financial condition. Future investments and acquisitions may require us to obtain additional equity or debt financing, which may not be available on favorable terms, or at all.

 

Our substantial indebtedness and our current default status and any restrictive debt covenants could limit our financing options and liquidity position and may limit our ability to grow our business.

 

Our indebtedness could have important consequences to the holders of our common stock, such as:

·

we may not be able to obtain additional financing to fund working capital, operating losses, capital expenditures or acquisitions on terms acceptable to us or at all;

·

we may be unable to refinance our indebtedness on terms acceptable to us or at all;

·

if substantial indebtedness continues it could make us more vulnerable to economic downturns and limit our ability to withstand competitive pressures; and

·

cash flows from operations are currently negative and may continue to be so, and our remaining cash, if any, may be insufficient to operate our business.

·

paying dividends to our stockholders;

·

incurring, or cause certain of our subsidiaries to incur, additional indebtedness;

·

permitting liens on or conduct sales of any assets pledged as collateral;

·

selling all or substantially all of our assets or consolidate or merge with or into other companies;

·

repaying existing indebtedness; and

·

engaging in transactions with affiliates.

 

As of December 31, 2018,2023, the total debt or financing arrangements was $10,671,806,$9,889,567, of which $85,192approximately $7,795,326 or less than 1%19% of total current liabilities is past due.  As of December 31, 2018, capital leases are in2023, the amountCompany had financing lease liability-related amounts of $560,807, of which 111,704 is in default.$738,847.  Our inability to renegotiate our indebtedness may cause lien holders to obtain possession of a good portion of our assets which would significantly alter our ability to generate revenues and obtain any additional financing.

 

We may experience difficulties in constructing, upgrading and maintaining our network, which could adversely affect customer satisfaction, increase subscriber turnover and reduce our revenues.

Our success depends on developing and providing products and services that give subscribers a high-quality internet connectivity and VoIP experience. If the number of subscribers using our network and the complexity of our products and services increase, we will require more infrastructure and network resources to maintain the quality of our services. Consequently, we expect to make substantial investments to construct and improve our facilities and equipment and to upgrade our technology and network infrastructure. If we do not implement these developments successfully, or if we experience inefficiencies, operational failures or unforeseen costs during implementation, the quality of our products and services could decline.

 

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We may experience quality deficiencies, cost overruns and delays on construction, maintenance and upgrade projects, including the portions of those projects not within our control or the control of our contractors. The construction of our network requires the receipt of permits and approvals from numerous governmental bodies, including municipalities and zoning boards. Such bodies often limit the expansion of transmission towers and other construction necessary for our business. Failure to receive approvals in a timely fashion can delay system rollouts and raise the cost of completing construction projects. In addition, we typically are required to obtain rights from land, building and tower owners to install our antennas and other equipment to provide service to our subscribers. We may not be able to obtain, on terms acceptable to us, or at all, the rights necessary to construct our network and expand our services.

 

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We also face challenges in managing and operating our network. These challenges include operating, maintaining and upgrading network and customer premises equipment to accommodate increased traffic or technological advances, and managing the sales, advertising, customer support, billing and collection functions of our business while providing reliable network service at expected speeds and VoIP telephony at expected levels of quality. Our failure in any of these areas could adversely affect customer satisfaction, increase subscriber turnover, increase our costs, decrease our revenues and otherwise have a material adverse effect on our business, prospects, financial condition and results of operations.

 

If we do not obtain and maintain rights to use licensed spectrum in one or more markets, we may be unable to operate in these markets, which could adversely affect our ability to execute our business strategy.

 

Even though we have established license agreements, growth requires that we plan to provide our services obtaining additional licensed spectrum both in the United States and internationally, we depend on our ability to acquire and maintain sufficient rights to use licensed spectrum by obtaining our own licenses or long-term spectrum leases, in each of the markets in which we operate or intend to operate. Licensing is the short-term solution to obtaining the necessary spectrum as building out spectrum is a long and difficult process that can be costly and require a disproportionate amount of our management resources. We may not be able to acquire, lease or maintain the spectrum necessary to execute our business strategy.       

 

Using licensed spectrum, whether owned or leased, poses additional risks to us, including:

·

inability to satisfy build-out or service deployment requirements upon which our spectrum licenses or leases are, or may be, conditioned;

·

increases in spectrum acquisition costs;

·

adverse changes to regulations governing our spectrum rights;

·

the risk that spectrum we have acquired or leased will not be commercially usable or free of harmful interference from licensed or unlicensed operators in our or adjacent bands;

·

with respect to spectrum we will lease in the United States, contractual disputes with or the bankruptcy or other reorganization of the license holders, which could adversely affect our control over the spectrum subject to such license;

·

failure of the FCC or other regulators to renew our spectrum licenses as they expire; and

·

invalidation of our authorization to use all or a significant portion of our spectrum, resulting in, among other things, impairment charges related to assets recorded for such spectrum.

 

If we fail to establish and maintain an effective system of internal control, we may not be able to report our financial results accurately or to prevent fraud. Any inability to report and file our financial results accurately and timely could harm our business and adversely impact the trading price of our common stock.

 

Effective internal control is necessary for us to provide reliable financial reports and prevent fraud. If we cannot provide reliable financial reports or prevent fraud, we may not be able to manage our business as effectively as we would if an effective control environment existed, and our business, brand and reputation with investors may be harmed.

 

In addition, reporting a material weakness may negatively impact investors’ perception of us. We have allocated, and will continue to allocate, significant additional resources to remedy any deficiencies in our internal control.

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There can be no assurances that our remedial measures will be successful in curing the any material weakness or that other significant deficiencies or material weaknesses will not arise in the future.

 

Interruption or failure of our information technology and communications systems could impair our ability to provide our products and services, which could damage our reputation and harm our operating results.

We have experienced service interruptions in some markets in the past and may experience service interruptions or system failures in the future. Any unscheduled service interruption adversely affects our ability to operate our business and could result in an immediate loss of revenues. If we experience frequent or persistent system or network failures, our reputation and brand could be permanently harmed. We may make significant capital expenditures to increase the reliability of our systems, but these capital expenditures may not achieve the results we expect.

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Our products and services depend on the continuing operation of our information technology and communications systems. Any damage to or failure of our systems could result in interruptions in our service. Interruptions in our service could reduce our revenues and profits, and our brand could be damaged if people believe our network is unreliable. Our systems are vulnerable to damage or interruption from earthquakes, terrorist attacks, floods, fires, power loss, telecommunications failures, computer viruses, computer denial of service attacks or other attempts to harm our systems, and similar events. Some of our systems are not fully redundant, and our disaster recovery planning may not be adequate. The occurrence of a natural disaster or unanticipated problems at our network centers could result in lengthy interruptions in our service and adversely affect our operating results.

The industries in which we operate are continually evolving, which makes it difficult to evaluate our future prospects and increases the risk of your investment. Our products and services may become obsolete, and we may not be able to develop competitive products or services on a timely basis or at all.

 

The markets in which we and our customers compete are characterized by rapidly changing technology, evolving industry standards and communications protocols, and continuous improvements in products and services. Our future success depends on our ability to enhance current products and to develop and introduce in a timely manner new products that keep pace with technological developments, industry standards and communications protocols, compete effectively on the basis of price, performance and quality, adequately address end-user customer requirements and achieve market acceptance. There can be no assurance that the deployment of wireless networks will not be delayed or that our products will achieve widespread market acceptance or be capable of providing service at competitive prices in sufficient volumes. In the event that our products are not timely and economically developed or do not gain widespread market acceptance, our business, results of operations and financial condition would be materially adversely affected. There can also be no assurance that our products will not be rendered obsolete by the introduction and acceptance of new communications protocols.

 

The broadband services industry is characterized by rapid technological change, competitive pricing, frequent new service introductions and evolving industry standards and regulatory requirements. We believe that our success depends on our ability to anticipate and adapt to these challenges and to offer competitive services on a timely basis. We face a number of difficulties and uncertainties associated with our reliance on technological development, such as:

·

competition from service providers using more traditional and commercially proven means to deliver similar or alternative services;

·

competition from new service providers using more efficient, less expensive technologies, including products not yet invented or developed;

·

uncertain consumer acceptance;

·

realizing economies of scale;

·

responding successfully to advances in competing technologies in a timely and cost-effective manner;

·

migration toward standards-based technology, requiring substantial capital expenditures; and

·

existing, proposed or undeveloped technologies that may render our wireless broadband and VoIP telephony services less profitable or obsolete.

 

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As the products and services offered by us and our competitors develop, businesses and consumers may not accept our services as a commercially viable alternative to other means of delivering wireless broadband and VoIP telephony services.

 

If we are unable to successfully develop and market additional services and/or new generations of our services offerings or market our services and product offerings to a broad number of customers, we may not remain competitive.

Our future success and our ability to increase net revenue and earnings depend, in part, on our ability to develop and market new additional services and/or new generations of our current services offerings and market our existing services offerings to a broad number of customers. However, we may not be able to, among other things:

 

·

successfully develop or market new services or product offerings or enhance existing services offerings;

·

educate third-party sales organizations adequately for them to promote and sell our services offerings;

·

develop, market and distribute existing and future services offerings in a cost-effective manner; or

·

operate the facilities needed to provide our services offerings.

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If we fail to develop new service offerings, or if we incur unexpected expenses or delays in product development or integration, we may lose our competitive position and incur substantial additional expenses or may be required to curtail or terminate all or part of our present planned business operations.

 

Our failure to do any of the foregoing could have a material adverse effect on our business, financial condition and results of operations. In addition, if any of our current or future services offerings contain undetected errors or design defects or do not work as expected for our customers, our ability to market these services offerings could be substantially impeded, resulting in lost sales, potential reputation damage and delays in obtaining market acceptance of these services offerings. We cannot assure you that we will continue to successfully develop and market new or enhanced applications for our services offerings. If we do not continue to expand our services offerings portfolio on a timely basis or if those products and applications do not receive market acceptance, become regulatory restricted, or become obsolete, we will not grow our business as currently expected.

 

We operate in a very competitive environment.

 

There are three types of competitors for our service offerings.

 

(1)

The value-added resellers and other vendors of hardware and software for on-site installation do not typically have an offering similar to our cloud-based services. However, they are the primary historic service suppliers to our targeted customers and will actively work to defend their customer base.

 

(2)

There are a number of providers offering services, but they typically offer only one or two applications of their choosing instead of our offering which bundles customer’s chosen services.

 

(3)

There are a few providers that offer more than two applications from the cloud. However currently, these providers typically offer only those applications they have chosen.

 

Our industry is characterized by rapid change resulting from technological advances and new services offerings. Certain competitors have substantially greater capital resources, larger customer bases, larger sales forces, greater marketing and management resources, larger research and development staffs and larger facilities than our and have more established reputations with our target customers, as well as distribution channels that are entrenched and may

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be more effective than ours. Competitors may develop and offer technologies and products that are more effective, have better features, are easier to use, are less expensive and/or are more readily accepted by the marketplace than our offerings. Their products could make our technology and service offerings obsolete or noncompetitive. Competitors may also be able to achieve more efficient operations and distribution than ours may be able to and may offer lower prices than we could offer profitably. We may decide to alter or discontinue aspects of our business and may adopt different strategies due to business or competitive factors or factors currently unforeseen, such as the introduction by competitors of new products or services technologies that would make part or all of our service offerings obsolete or uncompetitive.

 

In addition, the industry could experience some consolidation. There is also a risk that larger companies will enter our markets.

 

If we fail to maintain effective relationships with our major vendors, our services offerings and profitability could suffer.

 

We use third party providers for services. In addition, we purchase hardware, software and services from external suppliers. Accordingly, we must maintain effective relationships with our vendor base to source our needs, maintain continuity of supply, and achieve reasonable costs. If we fail to maintain effective relationships with our vendor base, this may adversely affect our ability to deliver the best products and services to our customers and our profitability could suffer.

 

Any failure of the physical or electronic security that resulted in unauthorized parties gaining access to customer data could adversely affect our business, financial condition and results of operations.

 

We use commercial data networks to service customers cloud based services and the associated customer data. Any data is subject to the risk of physical or electronic intrusion by unauthorized parties. We have a multi-homed firewalls and Intrusion Detection / Prevention systems to protect against electronic intrusion and two physical security levels in our networks. Our policy is to close all external ports as a default. Robust anti-virus software runs on all client servers. Systems have automated monitoring and alerting for unusual activity. We also have a Security Officer who monitors these systems. We have better security systems and expertise than our clients can afford separately but any failure of these systems could adversely affect our business growth and financial condition.

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Demand for our service offerings may decrease if new government regulations substantially increase costs, limit delivery or change the use of Internet access and other products on which our service offerings depend.

We are dependent on Internet access to deliver our service offerings. If new regulations are imposed that limit the use of the Internetinternet or impose significant taxes on services delivered via the Internetinternet, it could change our cost structure and/or affect our business model. The significant changes in regulatory costs or new limitations on Internet use could impact our ability to operate as we anticipate, could damage our reputation with our customers, disrupt our business or result in, among other things, decreased net revenue and increased overhead costs. As a result, any such failure could harm our business, financial condition and results of operations.

 

Our securities, as offered hereby, are highly speculative and should be purchased only by persons who can afford to lose their entire investment in us. Each prospective investor should carefully consider the following risk factors, as well as all other information set forth elsewhere in this prospectus, before purchasing any of the shares of our common stock.

Increasing regulation of our Internet-based products and services could adversely affect our ability to provide new products and services.

 

On February 26, 2015, the FCC adopted a new "network neutrality" or Open Internet order (the "2015 Order") that: (1) reclassified broadband Internet access service as a Title II common carrier service, (2) applied certain existing Title II provisions and associated regulations; (3) forbore from applying a range of other existing Title II provisions and associated regulations, but to varying degrees indicated that this forbearance may be only temporary and (4) issued new rules expanding disclosure requirements and prohibiting blocking, throttling, paid prioritization and

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unreasonable interference with the ability of end users and edge providers to reach each other. The 2015 Order also subjected broadband providers' Internet traffic exchange rates and practices to potential FCC oversight and created a mechanism for third parties to file complaints regarding these matters. The 2015 Order could limit our ability to efficiently manage our cable systems and respond to operational and competitive challenges. In December 2017, the FCC adopted an order (the "2017 Order") that in large part reverses the 2015 Order. The 2017 Order has not yet gone into effect, however, and the 2015 Order will remain binding until the 2017 Order takes effect. The 2017 Order is expected to be subject to legal challenge that may delay its effect or overturn it. Additionally, Congress and some states are considering legislation that may codify "network neutrality" rules.

Offering telephone services may subject us to additional regulatory burdens, causing us to incur additional costs.

 

We offer telephone services over our broadband network and continue to develop and deploy interconnected VoIP services. The FCC has ruled that competitive telephone companies that support VoIP services, such as those that we offer to our customers, are entitled to interconnect with incumbent providers of traditional telecommunications services, which ensures that our VoIP services can operate in the market. However, the scope of these interconnection rights are being reviewed in a current FCC proceeding, which may affect our ability to compete in the provision of telephony services or result in additional costs. It remains unclear precisely to what extent federal and state regulators will subject VoIP services to traditional telephone service regulation. Expanding our offering of these services may require us to obtain certain authorizations, including federal and state licenses. We may not be able to obtain such authorizations in a timely manner, or conditions could be imposed upon such licenses or authorizations that may not be favorable to us. The FCC has already extended certain traditional telecommunications requirements, such as E911 capabilities, Universal Service Fund contribution, Communications Assistance for Law Enforcement Act ("CALEA"), measures to protect Customer Proprietary Network Information, customer privacy, disability access, number porting, battery back-up, network outage reporting, rural call completion reporting and other regulatory requirements to many VoIP providers such as us. If additional telecommunications regulations are applied to our VoIP service, it could cause us to incur additional costs and may otherwise materially adversely impact our operations. In 2011, the FCC released an order significantly changing the rules governing intercarrier compensation for the origination and termination of telephone traffic between interconnected carriers. These rules have resulted in a substantial decrease in interstate compensation payments over a multi-year period. The FCC is currently considering additional reforms that could further reduce interstate compensation payments. Further, although the FCC recently declined to impose additional regulatory burdens on certain point to point transport ("special access") services provided by cable companies, that FCC decision has been appealed by multiple parties. If those appeals are successfully, there could be additional regulatory burdens and additional costs placed on these services.

We may engage in acquisitions and other strategic transactions and the integration of such acquisitions and other strategic transactions could materially adversely affect our business, financial condition and results of operations.

 

Our business has grownchanged significantly as a result of acquisitions, including the Acquisitions, which entail numerous risks including:

 

•distraction of our management team in identifying potential acquisition targets, conducting due diligence and negotiating acquisition agreements; 

•difficulties in integrating the operations, personnel, products, technologies and systems of acquired businesses; 

•difficulties in enhancing our customer support resources to adequately service our existing customers and the customers of acquired businesses; 

•the potential loss of key employees or customers of the acquired businesses; 

•unanticipated liabilities or contingencies of acquired businesses; 

•unbudgeted costs which we may incur in connection with pursuing potential acquisitions which are not consummated; 

•failure to achieve projected cost savings or cash flow from acquired businesses, which are based on projections that are inherently uncertain; 

•fluctuations in our operating results caused by incurring considerable expenses to acquire and integrate businesses before receiving the anticipated revenues expected to result from the acquisitions; and 

•difficulties in obtaining regulatory approvals required to consummate acquisitions.

·

distraction of our management team in identifying potential acquisition targets, conducting due diligence and negotiating acquisition agreements;

·

difficulties in integrating the operations, personnel, products, technologies and systems of acquired businesses;

·

difficulties in enhancing our customer support resources to adequately service our existing customers and the customers of acquired businesses;

·

the potential loss of key employees or customers of the acquired businesses;

·

unanticipated liabilities or contingencies of acquired businesses;

 

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·

unbudgeted costs which we may incur in connection with pursuing potential acquisitions which are not consummated;

·

failure to achieve projected cost savings or cash flow from acquired businesses, which are based on projections that are inherently uncertain;

·

fluctuations in our operating results caused by incurring considerable expenses to acquire and integrate businesses before receiving the anticipated revenues expected to result from the acquisitions; and

·

difficulties in obtaining regulatory approvals required to consummate acquisitions.

We also participate in competitive bidding processes, some of which may involve significant cable systems. If we are the winning bidder in any such process involving significant cable systems or we otherwise engage in acquisitions or other strategic transactions in the future, we may incur additional debt, contingent liabilities and amortization expenses, which could materially adversely affect our business, financial condition and results of operations. We could also issue substantial additional equity which could dilute existing stockholders.

 

If our acquisitions including the Acquisitions and the integration of the Optimum and Suddenlink businesses, do not result in the anticipated operating efficiencies, are not effectively integrated, or result in costs which exceed our expectations, our business, financial condition and results of operations could be materially adversely affected.

 

Significant unanticipated increases in the use of bandwidth-intensive Internet-based services could increase our costs.

 

The rising popularity of bandwidth-intensive Internet-based services poses risks for our broadband services. Examples of such services include peer-to-peer file sharing services, gaming services and the delivery of video via streaming technology and by download. If heavy usage of bandwidth-intensive broadband services grows beyond our current expectations, we may need to incur more expenses than currently anticipated to expand the bandwidth capacity of our systems or our customers could have a suboptimal experience when using our broadband service. In order to continue to provide quality service at attractive prices, we need the continued flexibility to develop and refine business models that respond to changing consumer uses and demands and to manage bandwidth usage efficiently. Our ability to undertake such actions could be restricted by regulatory and legislative efforts to impose so-called "net neutrality" requirements on broadband communication providers like us that provide broadband services. For more information, see "Regulation—Broadband."

 

We operate in a highly competitive businessenvironment which could materially adversely affect our business, financial condition, results of operations and liquidity.

 

We operate in a highly competitive, consumer-driven industry and we compete against a variety of broadband, pay television and telephony providers and delivery systems, including broadband communications companies, wireless data and telephony providers, satellite-delivered video signals, Internet-delivered video content and broadcast television signals available to residential and business customers in our service areas. Some of our competitors include AT&T and its DirecTV subsidiary, CenturyLink, DISH Network, Frontier and Verizon. In addition, our pay television services compete with all other sources of leisure, news, information and entertainment, including movies, sporting or other live events, radio broadcasts, home-video services, console games, print media and the Internet.internet.

 

In some instances, our competitors have fewer regulatory burdens, easier access to financing, greater resources, greater operating capabilities and efficiencies of scale, stronger brand-name recognition, longstanding relationships with regulatory authorities and customers, more subscribers, more flexibility to offer promotional packages at prices lower than ours and greater access to programming or other services. This competition creates pressure on our pricing and has adversely affected, and may continue to affect, our ability to add and retain customers, which in turn adversely affects our business, financial condition and results of operations. The effects of competition may also adversely affect our liquidity and ability to service our debt. For example, we face intense competition from Verizon and AT&T, which have network infrastructure throughout our service areas. We estimate that competitors are currently able to sell a fiber-based triple play, including broadband, pay television and telephony services, and may expand these and other service offerings to our potential customers.

 

Our competitive risks are heightened by the rapid technological change inherent in our business, evolving consumer preferences and the need to acquire, develop and adopt new technology to differentiate our products and services from those of our competitors, and to meet consumer demand. We may need to anticipate far in advance which technology we should use for the development of new products and services or the enhancement of existing products and services. The failure to accurately anticipate such changes may adversely affect our ability to attract and retain customers, which in turn could adversely affect our business, financial condition and results of operations. Consolidation and cooperation in our industry may allow our competitors to acquire service capabilities or offer products that are not available to us or offer similar products and services at prices lower than ours. For example, Comcast and Charter Communications have agreed to jointly explore operational efficiencies to speed their respective entries into the wireless market, including in the areas of creating common operating platforms and

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emerging wireless technology platforms. In addition, changes in the regulatory and legislative environments may result in changes to the competitive landscape.

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In addition, certain of our competitors own directly or are affiliated with companies that own programming content or have exclusive arrangements with content providers that may enable them to obtain lower programming costs or offer exclusive programming that may be attractive to prospective subscribers. For example, DirecTV has exclusive arrangements with the National Football League that give it access to programming we cannot offer. AT&T also has an agreement to acquire Time Warner, which owns a number of cable networks, including TBS, CNN and HBO, as well as Warner Bros. Entertainment, which produces television, film and home-video content. AT&T's and DirecTV's potential access to Time Warner programming could allow AT&T and DirecTV to offer competitive and promotional packages that could negatively affect our ability to maintain or increase our existing customers and revenues. DBS operators such as DISH Network and DirecTV also have marketing arrangements with certain phone companies in which the DBS provider's pay television services are sold together with the phone company's broadband and mobile and traditional phone services.

 

Most broadband communications companies, which already have wired networks, an existing customer base and other operational functions in place (such as billing and service personnel), offer DSL services. We believe DSL service competes with our broadband service and is often offered at prices lower than our Internet services. However, DSL is often offered at speeds lower than the speeds we offer. In addition, DSL providers may currently be in a better position to offer Internet services to businesses since their networks tend to be more complete in commercial areas. They may also increasingly have the ability to combine video services with telephone and Internet services offered to their customers, particularly as broadband communications companies enter into co-marketing agreements with other service providers. In addition, current and future fixed and wireless Internet services, such as 3G, 4G and 5G fixed and wireless broadband services and Wi-Fi networks, and devices such as wireless data cards, tablets and smartphones, and mobile wireless routers that connect to such devices, may compete with our broadband services.

 

Our telephony services compete directly with established broadband communications companies and other carriers, including wireless providers, as increasing numbers of homes are replacing their traditional telephone service with wireless telephone service. We also compete against VoIP providers like Vonage, Skype, GoogleTalk, Facetime, WhatsApp and magicJack that do not own networks but can provide service to any person with a broadband connection, in some cases free of charge. In addition, we compete against ILECs, other CLECs and long-distance voice-service companies for large commercial and enterprise customers. While we compete with the ILECs, we also enter into interconnection agreements with ILECs so that our customers can make and receive calls to and from customers served by the ILECs and other telecommunications providers. Federal and state law and regulations require ILECs to enter into such agreements and provide facilities and services necessary for connection, at prices subject to regulation. The specific price, terms and conditions of each agreement, however, depend on the outcome of negotiations between us and each ILEC. Interconnection agreements are also subject to approval by the state regulatory commissions, which may arbitrate negotiation impasses. These agreements, like all interconnection agreements, are for limited terms and upon expiration are subject to renegotiation, potential arbitration and approval under the laws in effect at that time.

 

We also face competition for our advertising sales from traditional and non-traditional media outlets, including television and radio stations, traditional print media and the Internet.

We face significant risks as a result of rapid changes in technology, consumer expectations and behavior.

 

The broadband communications industry has undergone significant technological development over time and these changes continue to affect our business, financial condition and results of operations. Such changes have had, and will continue to have, a profound impact on consumer expectations and behavior. Our video business faces technological change risks as a result of the continuing development of new and changing methods for delivery of programming content such as Internet-based delivery of movies, shows and other content which can be viewed on televisions, wireless devices and other developing mobile devices. Consumers' video consumption patterns are also evolving, for example, with more content being downloaded for time-shifted consumption. A proliferation of delivery systems for video content can adversely affect our ability to attract and retain subscribers and the demand for our services and it can also decrease advertising demand on our delivery systems. Our broadband business faces

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technological challenges from rapidly evolving wireless Internet solutions. Our telephony service offerings face technological developments in the proliferation of telephony delivery systems including those based on Internet and wireless delivery. If we do not develop or acquire and successfully implement new technologies, we will limit our ability to compete effectively for subscribers, content and advertising. We cannot provide any assurance that we will realize, in full or in part, the anticipated benefits we expect from the introduction of our home communications hub,,new technologies, or that itany new technologies will be rolled out across our footprint in the timeframe we anticipate. In addition, we may be required to make material capital and other investments to anticipate and to keep up with technological change. These challenges could adversely affect our business, financial condition and results of operations.

 

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Our revenues and growth may be constrained due to demand exceeding the capacity of our systems or our inability to develop solutions.

 

We anticipate generating revenues in the future from broadband connectivity, other Internet services, and broadband and in the cloud services. Demand and market acceptance for these recently introduced services and products delivered over the Internet is uncertain. Critical issues concerning the use of the Internet, such as ease of access, security, reliability, cost and quality of service, exist and may affect the growth of Internet use or the attractiveness of conducting commerce online. In addition, the Internet and online services may not be accepted as viable for a number of reasons, including potentially inadequate development of the necessary network infrastructure or delayed development of enabling technologies and performance improvements. To the extent that the Internet and online services continue to experience significant growth, there can be no assurance that the infrastructure of the Internet and online services will prove adequate to support increased user demands. In addition, the Internet or online services could lose their viability due to delays in the development or adoption of new standards and protocols required to handle increased levels of Internet or online service activity. Changes in, or insufficient availability of, telecommunications services to support the Internet or online services also could result in slower response times and adversely affect usage of the Internet and online services generally and us in particular. If use of the Internet and online services does not continue to grow or grows more slowly than expected, if the infrastructure for the Internet and online services does not effectively support growth that may occur, or if the Internet and online services do not become a viable commercial marketplace, our business could be adversely affected.

 

Certain aspects of our VoIP telephony services differ from traditional telephone service. The factors that may have this effect include:

·

our subscribers may experience lower call quality than they experience with traditional wireline telephone companies, including static, echoes and transmission delays;

·

our subscribers may experience higher dropped-call rates than they experience with traditional wireline telephone companies; and

·

a power loss or Internetinternet access interruption causes our service to be interrupted.

 

Additionally, our VoIP emergency calling service is significantly more limited than the emergency calling services offered by traditional telephone companies. Our VoIP emergency calling service can only transmit to a dispatcher at a public safety answering point, or PSAP, the location information that the subscriber has registered with us, which may at times be different from the actual location at the time of the call. As a result, our emergency calling systems may not assure that the appropriate PSAP is reached and may cause significant delays, or even failures, in callers’ receipt of emergency assistance. Our failure to develop or operate an adequate emergency calling service could subject us to substantial liabilities and may result in delays in subscriber adoption of our VoIP telephony services or all of our services, abandonment of our services by subscribers, and litigation costs, damage awards and negative publicity, any of which could harm our business, prospects, financial condition or results of operations.

 

If our subscribers do not accept the differences between our VoIP telephony services and traditional telephone service, they may not adopt or keep our VoIP telephony services or our other services or may choose to retain or return to service provided by traditional telephone companies. Because VoIP telephony services represent an important aspect of our business strategy, failure to achieve subscribers’ acceptance of our VoIP telephony services may adversely affect our prospects, results of operations and the trading price of our shares.

 

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We rely on contract manufacturers and a limited number of third-party suppliers to produce our network equipment and to maintain our network sites. If these companies fail to perform, we may have a shortage of components and may be required to suspend our network deployment and our product and service introduction.

 

We depend on contract manufacturers to produce and deliver acceptable, high qualityhigh-quality products on a timely basis. We also depend on a limited number of third parties to maintain our network facilities. If our contract manufacturer or other providers do not satisfy our requirements, or if we lose our contract manufacturers or any other significant provider, we may have an insufficient network servicesservice for delivery to subscribers, we may be forced to suspend portions of our wireless broadband network, enrollment of new subscribers, and product sales and our business, prospects, financial condition and operating results may be harmed.

 

We rely on highly skilled executives and other personnel. If we cannot retain and motivate key personnel, we may be unable to implement our business strategy.

 

We will be highly dependent on the scientific, technical, and managerial skills of certain key employees, including technical, research and development, sales, marketing, financial and executive personnel, and on our ability to identify, hire and retain additional personnel. To accommodate our current size and manage our anticipated growth, we must expand our employee base. Competition for key personnel, particularly persons having technical expertise, is intense, and there can be no assurance that we will be able to retain existing personnel or to identify or hire additional personnel. The need for such personnel is particularly important given the strains on our existing infrastructure and the need to anticipate the demands of future growth. In particular, we are highly dependent on the continued services of our senior management team, which currently is composed of a small number of individuals. We do not maintain key-man life insurance on the life of any employee. The inability of us to attract, hire or retain the necessary technical, sales, marketing, financial and executive personnel, or the loss of the services of any member of our senior management team, could have a material adverse effect on us.

 

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Our future success depends largely on the expertise and reputation of our founder, Chairman and Chief Executive Officer Stephen J. Thomas, Richard Eberhardt, and the other members of our senior management team. In addition, we intend to hire additional highly skilled individuals to staff our operations. Loss of any of our key personnel or the inability to recruit and retain qualified individuals could adversely affect our ability to implement our business strategy and operate our business.

 

We are currently managed by a small number of key management and operating personnel. Our future success depends, in part, on our ability to recruit and retain qualified personnel. Failure to do so likely would have an adverse impact on our business and the trading price of our common stock.

 

If our data security measures are breached, subscribers may perceive our network and services as not secure.

 

Our network security and the authentication of the subscriber’s credentials are designed to protect unauthorized access to data on our network. Because techniques used to obtain unauthorized access to or to sabotage networks change frequently and may not be recognized until launched against a target, we may be unable to anticipate or implement adequate preventive measures against unauthorized access or sabotage. Consequently, unauthorized parties may overcome our encryption and security systems and obtain access to data on our network, including on a device connected to our network. In addition, because we operate and control our network and our subscribers’ Internet connectivity, unauthorized access or sabotage of our network could result in damage to our network and to the computers or other devices used by our subscribers. An actual or perceived breach of network security, regardless of whether the breach is our fault, could harm public perception of the effectiveness of our security measures, adversely affect our ability to attract and retain subscribers, expose us to significant liability and adversely affect our business prospects.

 

Our activities outside the United States could disrupt our operations.

 

We intend to invest in various international companies and spectrum opportunities through acquisitions and strategic alliances as these opportunities arise. Our activities outside the United States operate in environments different from the one we face in the United States, particularly with respect to competition and regulation. Due to these

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differences, our activities outside the United States may require a disproportionate amount of our management and financial resources, which could disrupt our U.S. operations and adversely affect our business.

 

In a number of international markets, we face substantial competition from local service providers that offer or may offer their own wireless broadband or VoIP telephony services and from other companies that provide Internet connectivity services. We may face heightened challenges in gaining market share, particularly in certain European countries, where a large portion of the population already has broadband Internet connectivity and incumbent companies already have a dominant market share in their service areas. Furthermore, foreign providers of competing services may have a substantial advantage over us in attracting subscribers due to a more established brand, greater knowledge of local subscribers’ preferences and access to significant financial or strategic resources.

 

In addition, foreign regulatory authorities frequently own or control the incumbent telecommunications companies operating under their jurisdiction. Established relationships between government-owned or government-controlled telecommunications companies and their traditional local providers of telecommunications services often limit access of third parties to these markets. The successful expansion of our international operations in some markets will depend on our ability to locate, form and maintain strong relationships with established local communication services and equipment providers. Failure to establish these relationships or to market or sell our products and services successfully could limit our ability to attract subscribers to our services.

 

We may be unable to protect our intellectual property, which could reduce the value of our services and our brand.

 

Our ability to compete effectively depends on our ability to protect our proprietary technologies, system designs and manufacturing processes. We may not be able to safeguard and maintain our proprietary rights. We rely on patents, trademarks and policies and procedures related to confidentiality to protect our intellectual property. Some of our intellectual property, however, is not covered by any of these protections.

 

We could be subject to claims that we have infringed on the proprietary rights of others, which claims would likely be costly to defend, could require us to pay damages and could limit our ability to use necessary technologies in the future.

 

Our competitors may independently develop or patent technologies or processes that are substantially equivalent or superior to ours. These competitors may claim that our services and products infringe on these patents or other proprietary rights. Defending against infringement claims, even merit lessmeritless ones, would be time consuming, distracting and costly. If we are found to be infringing proprietary rights of a third party, we could be enjoined from using such third party’s rights and be required to pay substantial royalties and damages and may no longer be able to use the intellectual property on acceptable terms or at all. Failure to obtain licenses to intellectual property could delay or prevent the development, manufacture or sale of our products or services and could cause us to expend significant resources to develop or acquire non-infringing intellectual property.

 

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Our business depends on our brand, and if we do not maintain and enhance our brand, our ability to attract and retain subscribers may be impaired and our business and operating results harmed.

 

We believe that our brand is a critical part of our business. Maintaining and enhancing our brand may require us to make substantial investments with no assurance that these investments will be successful. If we fail to promote and maintain our brands, or if we incur significant expenses in this effort, our business, prospects, operating results and financial condition may be harmed. We anticipate that maintaining and enhancing our brand will become increasingly important, difficult and expensive.

 

We are subject to extensive regulation.

 

Our acquisition, lease, maintenance and use of spectrum licenses are extensively regulated by federal, state, local, and foreign governmental entities. A number of other federal, state, local and foreign privacy, security and consumer laws also apply to our business. These regulations and their application are subject to continual change as new legislation, regulations or amendments to existing regulations are adopted from time to time by governmental or regulatory authorities, including as a result of judicial interpretations of such laws and regulations. Current regulations directly affect the breadth of services we are able to offer and may impact the rates, terms and conditions

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of our services. Regulation of companies that offer competing services, such as cable and DSL providers and incumbent telecommunications carriers, also affects our business indirectly.

 

We are also subject to regulation because we provide VoIP telephony services. As an “interconnected” VoIP provider, we are required under FCC rules, to comply with the Communications Assistance for Law Enforcement Act, or CALEA, which requires service providers to build certain capabilities into their networks and to accommodate wiretap requests from law enforcement agencies.

 

In addition, the FCC or other regulatory authorities may in the future restrict our ability to manage subscribers’ use of our network, thereby limiting our ability to prevent or address subscribers’ excessive bandwidth demands. To maintain the quality of our network and user experience, we manage the bandwidth used by our subscribers’ applications, in part by restricting the types of applications that may be used over our network. Some providers and users of these applications have objected to this practice. If the FCC or other regulatory authorities were to adopt regulations that constrain our ability to employ bandwidth management practices, excessive use of bandwidth-intensive applications would likely reduce the quality of our services for all subscribers. Such decline in the quality of our services could harm our business.

 

In certain of our international markets, the services provided by our business may require receipt of a license from national, provincial or local regulatory authorities. Where required, regulatory authorities may have significant discretion in granting the licenses and in the term of the licenses and are often under no obligation to renew the licenses when they expire.

 

The breach of a license or applicable law, even if inadvertent, can result in the revocation, suspension, cancellation or reduction in the term of a license or the imposition of fines. In addition, regulatory authorities may grant new licenses to third parties, resulting in greater competition in territories where we already have rights to licensed spectrum. In order to promote competition, licenses may also require that third parties be granted access to our bandwidth, frequency capacity, facilities or services. We may not be able to obtain or retain any required license, and we may not be able to renew a license on favorable terms, or at all.

 

Our wireless broadband and VoIP telephony services may become subject to greater state or federal regulation in the future. The scope of the regulations that may apply to VoIP telephony services providers and the impact of such regulations on providers’ competitive position are presently unknown.

 

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Our Chairman and Chief Executive Officer is also our largest stockholder, and as a result he can exert control over us and has actual or potential interests that may diverge from yours.

 

Mr. Thomas may have interests that diverge from those of other holders of our common stock, and he owns our super majority voting Series A stock. As a result, Mr. Thomas may vote the shares he owns or otherwise cause us to take actions that may conflict with your best interests as a stockholder, which could adversely affect our results of operations and the trading price of our common stock.

 

Through his control, Mr. Thomas can control our management, affairs and all matters requiring stockholder approval, including the approval of significant corporate transactions, a sale of our company, decisions about our capital structure and, the composition of our board of directors.

 

COVID-19 effects on the economy may negatively affect our Company business.

In December 2019, COVID-19 emerged and has subsequently spread worldwide. The World Health Organization has declared COVID-19 a pandemic resulting in federal, state and local governments and private entities mandating various restrictions, including travel restrictions, restrictions on public gatherings, stay at home orders and advisories and quarantining of people who may have been exposed to the virus.

As the COVID-19 pandemic is complex and rapidly evolving, the Company's business may be negatively affected for a sustained time frame. At this point, we cannot reasonably estimate the duration and severity of this pandemic, which could have a material adverse impact on our business, results of operations, financial position and cash flows.

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RISK FACTORS RELATED TO OUR STOCK

 

We can give no assurance of success or profitability to our investors.

 

Cash flows generated from operating activities were not enough to support all working capital requirements for the years ended December 31, 20182023 and 2017.2022. Financing activities described below have helped with working capital and other capital requirements.

We incurred $5,377,489$10,401,590 and $3,807,401,$21,749,920, respectively, in losses, and we used $916,407$525,539 and $750,408,$226,493, respectively, in cash for operations for the years ended December 31, 20182023 and 2017. 2022. We calculate the net cash used by operating activities by decreasing, or increasing in case of gain, our let loss by those items that do not require the use of cash such as depreciation, amortization, promissory note issued for research and development, note payable issued for legal fees, derivative expense or gain, gain on extinguishment of debt, loss on conversion of notes payable, impairment of goodwill and long-lived assets and share-based compensation which totaled to a net $6,259,293 for 2023 and $16,746,502 for 2022. 

In addition, we report increases in assets and reductions in liabilities as uses of cash and decreases in assets and increases in liabilities as sources of cash, together referred to as changes in operating assets and liabilities.  For the year ended December 31, 2023, we had a net increase in our assets and liabilities of $3,738,248 primarily from an increase in accounts payable from lag of payments for accounts payable for cash flow considerations and an increase in the balances from our operating lease liabilities.  For the year ended December 31, 2022, we had a net increase to our assets and liabilities of $4,776,925 for similar reasons.

Cash flows from financing activities were $871,199$483,363 and $693,502$(180,525) for the same periods. years ended December 31, 2023 and 2022, respectively.  For the year ended December 30, 2023, these cash flows were generated from proceeds from convertible notes, loans and advances of $433,500 and from notes payable – related parties of $166,188 offset by payment on convertible loans, advances and factoring agreements of $83,620.  For the year ended December 31, 2022, these cash flows were generated from proceeds from convertible notes, loans and advances of $1,256,187 offset by payment on convertible loans, advances and factoring agreements of $1,391,580.

Cash flows provided by (used in) investing activities were $0 and $(22,747), respectively, for the years ended December 31, 2023 and 2022 primarily related to the acquisition of property and equipment for 2022.

These factors raise substantial doubt about the ability of the Company to continue as a going concern for a period of one year from the issuance of

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these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Subsequent to December 31, 2018, shareholders extended loans to the Company in the amount of approximately $104,300 into debt that is convertible one dollar into one share of sock of Series C Preferred Stock that has been designated convertible into common stock at $0.15 per share and includes terms similar to the other Preferred Stock. A third-party advanced the company $50,000 on March 13, 2019 with verbal terms that included repayment in 45 days at 10%. There were no other terms on this.

On March 19, 2019, the “Company consummated a Securities Purchase Agreement dated March 15, 2019 with Geneva Roth Remark Holdings, Inc. (“Geneva Roth”) for the purchase of a $68,000 Convertible Promissory Note (“Geneva Roth Convertible Promissory Note”). This Geneva Roth Convertible Promissory Note is part of a larger investment term sheet with Geneva Roth, at their option, to invest in the Company up to $975,000.

In addition, On March 25, 2019, TPT Global Tech, Inc. (the “Company”) consummated a Securities Purchase Agreement dated March 18, 2019 with Auctus Fund, LLC. (“Auctus”) for the purchase of a $600,000 Convertible Promissory Note (“Auctus Convertible Promissory Note”).

 

In order for us to continue as a going concern for a period of one year from the issuance of these financial statements, we will need to obtain additional debt or equity financing and look for companies with cash flow positive operations that we can acquire. There can be no assurance that we will be able to secure additional debt or equity financing, that we will be able to acquire cash flow positive operations, or that, if we are successful in any of those actions, those actions will produce adequate cash flow to enable us to meet all our future obligations. Most of our existing financing arrangements are short-term. If we are unable to obtain additional debt or equity financing, we may be required to significantly reduce or cease operations.

 

Our sourcesSales of capitalcommon stock resulting from issuances of common stock for conversions by our convertible noteholders or Rule 144 sales in the future will have a depressive effect on our common stock price.

Most of our convertible noteholders have rights to convert their notes at significant discounts to the market prices as shown in the schedule below, for sale under the requirements of Rule 144 or other applicable exemptions from registration under the Act and perhaps under registration statements which the company is preparing to file in the next thirty days. Rule 144 provides in essence that a person who has held restricted securities for six months or is deemed to have held them due to the issuance by the Company of convertible notes under certain conditions, may sell those shares in brokerage transactions. There is no limit on the amount of restricted securities that may be sold by a non-affiliate after the owner has held the restricted securities for a period of six months. A sale under Rule 144 or under any other exemption from the Act, if available, or pursuant to subsequent registration of shares of common stock of present stockholders underlying the convertible notes, will have a depressive effect upon the price of the common stock in the market, since they are loansissued at a discount to market-often 50-60% of the lowest bid for differing periods, and sales of equity from common or preferred stock.can be expected at some discounted prices, with larger than normal volumes.  We have no firm commitmentsalso issued preferred stock and options and warrants that allow for loansthe purchase of shares at significant discounts to the market prices, often 50% of the ten-day low bids, or equity salesother highly discounted rates, which would allow the holders of those warrants to sell shares into the market at a profit over their discounted price, which could have the effect of depressing the price of the shares in the market.

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The Company has convertible debt and preferred stock outstanding for which common shares would be required to be issued upon exercise by the holders.  As of December 31, 2023, the following shares would be issued:

Convertible Promissory Notes

73,476,125,073

Series A Preferred Stock (1)

175,986,864,598

Series B Preferred Stock

2,588,693

Series D Preferred Stock (2)

923,742,574

Series E Preferred Stock (3)

40,465,485,149

290,983,922,753

___________

(1)

Holder of the Series A Preferred Stock which is Stephen J. Thomas, is guaranteed 60% of the then outstanding common stock upon conversion. The Company would have to authorize additional shares for this to occur as only 4,500,000,000 shares were authorized as of December 31, 2023. There are 15,000,000,000 shares authorized as of January 17, 2024.

(2)

Holders of the Series D Preferred Stock may decide after 12 months to convert to common stock @ 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00. There is also an automatic conversion of the Series D Preferred Stock without consent of holders upon any national exchange listing approval and the registration effectiveness of common stock underlying the conversion rights. The automatic conversion to common from Series D Preferred shall be @ 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00.

(3)

Holders of the Series E Preferred Stock may decide after 12 months to convert to common stock @ 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00. There is also an automatic conversion of the Series E Preferred Stock without consent of holders upon any national exchange listing approval and the registration effectiveness of common stock underlying the conversion rights. The automatic conversion to common from Series E Preferred shall be @ 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00.

Part of the consideration in the acquisition of Aire Fitness was the issuance of 500,000 restricted common shares of the Company vesting and issuable after the common stock reaches at least a $1.00 per share closing price in trading.  To date, this date.has not occurred but may happen in the future upon which the Company will issue 500,000 common shares to the non-controlling interest owners of Aire Fitness.

 

Stock Options

There are currently no stock options outstanding.

On October 14, 2017, the Board of Directors and majority stockholders of TPT approved the 2017 TPT Global Tech, Inc. Stock Option and Award Incentive Plan (“the 2017 Plan.”) There are 20,000,000 shares of our common stock reserved under the 2017 Plan.

On February 1, 2024, by unanimous written consent, the Board of Directors and Majority Shareholder of TPT Global Tech, Inc. (the “Company”) approved and adopted an amendment and restatement of the 2024 TPT Global Tech, Inc. Stock Option, Compensation, and Award Incentive Plan (the “Plan”) to increase the maximum number of common shares, with a par value of $0.001 (“Common Shares”), available for grant to participants under the Plan to 3,500,000,000 Common Shares. In addition, the Plan was amended to define “Eligible Person” as an Employee, Consultant (Person or Professional Services Company) or Director of the Company, any Parent or any Subsidiary. A company other than a Professional Services Company is NOT eligible and “Issuance for Compensation for Services” shall mean the issuance for valuable and adequate consideration determined by the Board as determined by performance pursuant to an agreement. This Plan amends and supersedes any and all prior Plans.

Warrants

As of December 31, 2023, there were 129,116,666 warrants outstanding that expire in five years or in the years ended December 31, 2024 -2027.  As part of the Convertible Promissory Notes payable – third party issuance in Note 5, the Company issued 1,000,000 warrants to purchase 1,000,000 common shares of the Company at 70% of the current market price.  Current market price means the average of the three lowest trading prices for our common stock during the ten-trading day period ending on the latest complete trading day prior to the date of the respective exercise notice.  

On January 31, 2022, TPT Global Tech, Inc. issued warrants in conjunction with the issuance of Talos and Blue Lake Note Agreements.  Warrants to purchase 18,116,666 shares of common stock at $0.015 per share.

The warrants issued under these convertible promissory notes were considered derivative liabilities valued at $40,817 of the total $9,827,723 derivative liabilities as of December 31, 2023. See Note 5.

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Current market price means the average of the three lowest trading prices for our common stock during the ten-trading day period ending on the latest complete trading day prior to the date of the respective exercise notice. 

The exercise of the options, warrants, convertible promissory notes and Series A, B, C, D, and E Series Preferred Stock into shares of our common stock could have a dilutive effect to the holdings of our existing shareholders.

We may in the future issue more shares which could cause a loss of control by our present management and current stockholders.

We may issue further shares as consideration for the cash or assets or services out of our authorized but unissued common stock that would, upon issuance, represent a majority of the voting power and equity of our Company. The

result of such an issuance would be those new stockholders and management would control our Company, and persons unknown could replace our management at this time. Such an occurrence would result in a greatly reduced percentage of ownership of our Company by our current shareholders, which could present significant risks to investors.

We have options issued and outstanding, convertible promissory notes and preferred stock that is convertible into common stock. A conversion of such equity and debt instruments could have a dilutive effect to existing shareholders.

As of December 31, 2018, we had options outstanding to purchase 3,093,120 shares of common stock of the Company as follows:

Grant PurposeGrant DateNumberExercise PriceExpiration DateVesting
Part of debt issuance termsVarious93,120$0.046 to $0.2212-31-2019100%
Consulting3-21-20181,000,000$0.103-20-2021100%
Legal services3-1-20182,000,000$0.102-28-2020Monthly over 18 mos.
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As of December 31, 2018, we had the following convertible promissory notes outstanding that were convertible into 4,252,555 common shares:

Grant Purpose Balance Accrued Interest Debt Date Number of equivalent shares Convertible Share Price Debt Due Date
Convertible Debt 2017 $67,000   5,115  Various  288,460  $0.25   5-1-20 
Convertible Debt 2018 $547,200   17,011  Various  3,761,407  $0.15   (1)
Convertible Promissory Note $202,688   —    9-30-16  202,688  $1.00   8-30-19 

(1)Due dates are 30 months from the issue date.

In addition, the Series A and B preferred stocks outstanding are convertible into common shares of 128,056,693 and 2,588,693, respectively as of December 31, 2018. 

The exercise of the options, convertible promissory notes and Series A and B Series Preferred Stock into shares of our common stock could have a dilutive effect to the holdings of our existing shareholders. There are no warrants outstanding as of December 31, 2018.

Our officers and directors may have conflicts of interests as to corporate opportunities which we may not be able or allowed to participate in.

 

Presently there is no requirement contained in our Articles of Incorporation, Bylaws, or minutes which requires officers and directors of our business to disclose to us business opportunities which come to their attention. Our officers and directors do, however, have a fiduciary duty of loyalty to us to disclose to us any business opportunities which come to their attention, in their capacity as an officer and/or director or otherwise. Excluded from this duty would be opportunities which the person learns about through his involvement as an officer and director of another company. We have no intention of merging with or acquiring business opportunity from any affiliate or officer or director. (See “Conflicts of Interest” at page 79)81.)

We have agreed to indemnification of officers and directors as is provided by Florida Statutes.

 

Florida Statutes provide for the indemnification of our directors, officers, employees, and agents, under certain circumstances, against attorney’s fees and other expenses incurred by them in any litigation to which they become a party arising from their association with or activities our behalf. We will also bear the expenses of such litigation for any of our directors, officers, employees, or agents, upon such person’s promise to repay us therefore if it is ultimately determined that any such person shall not have been entitled to indemnification. This indemnification policy could result in substantial expenditures by us that we will be unable to recoup.

 

Our directors’ liability to us and our shareholders is limited.

 

Florida Statutes exclude personal liability of our directors and our stockholders for monetary damages for breach of fiduciary duty except in certain specified circumstances. Accordingly, we will have a much more limited right of action against our directors that otherwise would be the case. This provision does not affect the liability of any director under federal or applicable state securities laws.

 

Our Stock prices in the Market may be volatile.

The value of our Common stock following this offering may be highly volatile and could be subject to fluctuations in price in response to various factors, some of which are beyond our control. These factors include:

·

quarterly variations in our results of operations or those of our competitors;

·

announcements by us or our competitors of acquisitions, new products, significant contracts, commercial relationships or capital commitments;

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·

disruption to our operations or those of other sources critical to our network operations;

·

the emergence of new competitors or new technologies;

·

our ability to develop and market new and enhanced products on a timely basis;

·

seasonal or other variations in our subscriber base;

·

commencement of, or our involvement in, litigation;

·

availability of additional spectrum;

·

dilutive issuances of our stock or the stock of our subsidiaries, or the incurrence of additional debt;

·

changes in our board or management;

·

adoption of new or different accounting standards;

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·

changes in governmental regulations or in the status of our regulatory approvals;

·

changes in earnings estimates or recommendations by securities analysts;

·

announcements regarding WiMAX and other technical standards; and

·

general economic conditions and slow or negative growth of related markets.

 

In addition, the stock market in general, and the market for shares of technology companies in particular, has experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. We expect the value of our common stock will be subject to such fluctuations.

 

We may not be able to successfully implement our business strategy without substantial additional capital. Any such failure may adversely affect the business and results of operations.

 

Unless we can generate revenues sufficient to implement our Business Plan, we will need to obtain additional financing through debt or bank financing, or through the sale of shareholder interests to execute our Business Plan. We expect to need $16,900,000at least $50,000,000 in the next twelve months in capital or loans to complete our plans and operations. We may not be able to obtain this financing at all. We have not sought commitments for this financing, and we have no terms for either debt or equity financing, and we realize that it may be difficult to obtain on favorable terms. Moreover, if we issue additional equity securities to support our operations, Investor holdings may be diluted. Our business plans are at risk if we cannot continually achieve additional capital raising to complete our plans.

We are reliant, in part, on third party sales organizations, which may not perform as we expect.

We, from time to time, rely on the sales force of third-party sales organizations with support from our own selling resources. The third-party relationships and internal organization are not fully developed at this time and must be developed. We may not be able to hire effective inside sales peoplesalespeople to help our third-party sales organizations close sales. There is no assurance that any approaches will improve sales. Further, using only a direct sales force would be less cost-effective than our plan to use third-party sales organizations. In addition, a direct sales model may be ineffective if we were unable to hire and retain qualified salespeople and if the sales force fails to complete sales. Moreover, even if we successfully implement our business strategy, we may not have positive operating results. We may decide to alter or discontinue aspects of our business strategy and may adopt different strategies due to business or competitive factors.

 

Our growth may be affected adversely if our sales of products and services are negatively affected by competition or other factors.

The growth of our business is dependent, in large part, upon the development of sales for our services and product offerings. Market opportunities that we expect to exist may not develop as expected, or at all. For example, a substantial percentage of our service offerings is oriented around data access. If lower cost alternatives are developed, our sales would decrease, and our operating results would be negatively affected. Moreover, even if market opportunities develop as expected, new technologies and servicesservice offerings introduced by competitors may significantly limit our ability to capitalize on any such market opportunity. Our failure to capitalize on expected market opportunities would adversely affect revenue growth.

 

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The lack of operating history and the rapidly changing nature of the market in which we compete make it difficult to accurately forecast revenues and operating results. We anticipate that revenues and operating results might fluctuate in the future due to a number of factors including the following:

 

·

the timing of sales for current services and products offeringsofferings;

 

·

the timing of new product implementationsimplementations;

 

·

unexpected delays in introducing new services and products offeringsofferings;

 

·

increased expense related to sales and marketing, product development or administrationadministration;

 

·

the mix of products and our services offeringsofferings;

 

·

costs related to possible acquisitions of technology or business.business; and

 

·

costs of providing servicesservices.

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We may be unable to compete with larger, more established competitors.

 

The market for providing network delivered service solutions is competitive. We expect competition to intensify in the future. Many of our potential competitors have longer operating histories, larger customer bases, greater recognition and significantly greater resources. As a result, competitors may be able to respond more quickly to emerging technologies and changes in customer requirements than we can. The continuous and timely introduction of competitively priced services offerings into the market is critical to our success, and there can be no assurance that we will be able to introduce such services offerings. We may not be able to compete successfully against competitors, and the competitive pressures we face may have an adverse effect on our business.

 

RISKS RELATING TO OUR INTELLECTUAL PROPERTY AND POTENTIAL LITIGATION

We may not be able to protect our intellectual property and proprietary rights.

There can be no assurances that we will be able to obtain intellectual property protection that will effectively prevent any competitors from developing or marketing the same or a competing technology. In addition, we cannot predict whether we will be subject to intellectual property litigation the outcome of which is subject to uncertainty and which can be very costly to pursue or defend. We will attempt to continue to protect our proprietary designs and to avoid infringing on the intellectual property of third parties. However, there can be no assurance that we will be able to protect our intellectual property or avoid suits by third parties claiming intellectual property infringement.

If our patents and other intellectual property rights do not adequately protect our service offering, we may lose market share to competitors and be unable to operate our business profitably.

Patents and other proprietary rights are anticipated to be of value to our future business, and our ability to compete effectively with other companies depends on the proprietary nature of our current or future technologies. We also rely upon trade secrets, know-how, continuing technological innovations and licensing opportunities to develop, maintain, and strengthen our competitive position. We cannot assure you that any future patent applications will result in issued patents, that any patents issued or licensed to us will not be challenged, invalidated or circumvented or that the rights granted there under will provide a competitive advantage to us or prevent competitors from entering markets which we currently serve. Any required license may not be available to us on acceptable terms, if at all or may become invalid if the licensee’s right to such technology become challenged and/or revoked. In addition, some licenses may be non-exclusive, and therefore competitors may have access to the same technologies as we do. Furthermore, we may have to take legal action in the future to protect our trade secrets or know-how, or to defend them against claimed infringement of the rights of others. Any legal action of that type could be costly and

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time-consuming to us, and we cannot assure you that such actions will be successful. The invalidation of key patents or proprietary rights which we own or unsuccessful outcomes in lawsuits to protect our intellectual property may have a material adverse effect on our business, financial condition and results of operations.

We may in the future become subject to claims that some, or the entire service offering violates the patent or intellectual property rights of others, which could be costly and disruptive to us.

We operate in an industry that is susceptible to patent litigation. As a result, we or the parties we license technology from may become subject to patent infringement claims or litigation. Further, one or more of our future patents or applications may become subject to interference proceedings declared by the U.S. Patent and Trademark Office, (“USPTO”) or the foreign equivalents thereof to determine the priority of claims to inventions. The defense of intellectual property suits, USPTO interference proceedings or the foreign equivalents thereof, as well as related legal and administrative proceedings, are both costly and time consuming and may divert management's attention from other business concerns. An adverse determination in litigation or interference proceedings to which we may become a party could, among other things:

Any of these outcomes could have a material adverse effect on our business, financial condition and results of operations.

Our common stock will in all likelihood be thinly traded and as a result you may be unable to sell at or near ask prices or at all if you need to liquidate your shares.shares, after any conversion from Preferred Stock.

 

The shares of our common stock may be thinly-traded on the OTC Market, meaning that the number of persons interested in purchasing our common shares at or near ask prices at any given time may be relatively small or non-existent. This situation is attributable to a number of factors, including the fact that we are a small company which is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven, early stage company such as ours or purchase or recommend the purchase of any of our Securities until such time as we became more seasoned and viable. As a consequence, there may be periods of several days or more when trading activity in our Securities is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on Securities price. We cannot give you any assurance that a broader or more active public trading market for our common Securities will develop or be sustained, or that any trading levels will be sustained. Due to these conditions, we can give investors no assurance that they will be able to sell their shares at or near ask prices or at all if they need money or otherwise desire to liquidate their securities of our Company.

 

The regulation of penny stocks by SEC and FINRA may discourage the tradability of our common stock or other securities.

We are a “penny stock” company. None of our securitiesOur common stock currently trade in any markettrades on the OTCPINK under the symbol “TPTW” and if ever available for trading, will be subject to a Securities and Exchange Commission rule that imposes special sales practice requirements upon broker-dealers who sell such securities to persons other than established customers or accredited investors. For purposes of the rule, the phrase “accredited investors” means, in general terms, institutions with assets in excess of $5,000,000, or individuals having a net worth in excess of $1,000,000 or having an annual income that exceeds $200,000 (or that, when combined with a spouse’s income, exceeds $300,000). For transactions covered by the rule, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser’s written agreement to the transaction prior to the sale. Effectively, this discourages broker-dealers from executing trades in penny stocks. Consequently, the rule will affect the ability of purchasers in this offering to sell

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their securities in any market that might develop therefore because it imposes additional regulatory burdens on penny stock transactions.

 

In addition, the Securities and Exchange Commission has adopted a number of rules to regulate “penny stocks". Such rules include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Securities and Exchange Act of 1934, as amended. Because our securities constitute “penny stocks” within the meaning of the rules, the rules would apply to us and to our securities. The rules will further affect the ability of owners of shares to sell our securities in any market that might develop for them because it imposes additional regulatory burdens on penny stock transactions.

 

Shareholders should be aware that, according to Securities and Exchange Commission, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (i) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (iii) “boiler room” practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (iv) excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and (v) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired consequent investor losses. Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities.

 

Inventory in penny stocks have limited remedies in the event of violations of penny stock rules. While the courts are always available to seek remedies for fraud against us, most, if not all, brokerages require their customers to sign mandatory arbitration agreements in conjunctions with opening trading accounts. Such arbitration may be through an independent arbiter. Investors may file a complaint with FINRA against the broker allegedly at fault, and FINRA may be the arbiter, under FINRA rules. Arbitration rules generally limit discovery and provide more expedient adjudication, but also provide limited remedies in damages, usually only the actual economic loss in the account. Investors should understand that if a fraud case is filed against a company in the courts, it may be vigorously defended and may take years and great legal expenses and costs to pursue, which may not be economically feasible for small investors.

 

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That absent arbitration agreements related to brokerage accounts; specific legal remedies available to investors of penny stocks include the following:

 

If a penny stock is sold to the investor in violation of the requirements listed above, or other federal or states securities laws, the investor may be able to cancel the purchase and receive a refund of the investment.

 

If a penny stock is sold to the investor in a fraudulent manner, the investor may be able to sue the persons and firms that committed the fraud for damages.

 

The fact that we are a penny stock company will cause many brokers to refuse to handle transactions in the stocks, and may discourage trading activity and volume, or result in wide disparities between bid and ask prices. These may cause investors significant illiquidity of the stock at a price at which they may wish to sell or in the opportunity to complete a sale. Investors will have no effective legal remedies for these illiquidity issues.

 

We will pay no dividends in the foreseeable future on common stock.

 

We have not paid dividends on our common stock and do not anticipate paying such dividends in the foreseeable future. The Series D and Series E Preferred Stock will be paid 6% per annum on a cumulative basis, in cash or in registered common stock.

 

Rule 144 sales of stock in the future may have a depressive effect on our stock price.

 

All of the outstanding shares of common stock held by our present officers, directors, and affiliate stockholders are “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933, as amended. As restricted Shares, thesecommon shares may be resold only pursuant to an effective registration statement or under the requirements of

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Rule 144 or other applicable exemptions from registration under the Act and as required under applicable state securities laws. Rule 144 provides in essence that a person who has held restricted securities for six months, under certain conditions, sell every three months, in brokerage transactions, a number of shares that does not exceed the greater of 1.0% of a company’s outstanding common stock or the average weekly trading volume during the four calendar weeks prior to the sale. There is no limit on the amount of restricted securities that may be sold by a non-affiliate after the owner has held the restricted securities for a period of six months. A sale under Rule 144 or under any other exemption from the Act, if available, or pursuant to subsequent registration of shares of common stock of present stockholders, may have a depressive effect upon the price of the common stock in any market that may develop.

Any sales of our common stock, if in significant amounts, are likely to depress the future market price of our securities.

 

Assuming allOutside of the sharesthis offering, convertible debt arrangements and convertible preferred stock that exist, there are no intended sales of common stock held by the selling security holders registered recently in a Form S-1 that became effective in 2019 are sold, we would have 38,208,210 new shares that are freely tradable and therefor available for sale, in market or private transactions.stock.

 

Unrestricted sales of 38,208,210 shares of stock by these selling stockholders could have a huge negative impact on our share price, and the market for our shares.

Any new potential investors will suffer a disproportionate risk and there will be immediate dilution of existing investor’s investments.

 

Our present shareholders have acquired their securities at a cost significantly less than that which the investors purchasing pursuant to shareshereto will pay for their stock holdings or at which future purchasers in the market may pay. Therefore, any new potential investors will bear most of the risk of loss.

We can issue future series of shares of preferred stock without shareholder approval, which could adversely affect the rights of common shareholders.

 

Our Articles of Incorporation permit our Board of Directors to establish the rights, privileges, preferences and restrictions, including voting rights, of future series of stock and to issue such stock without approval from our shareholders. The rights of holders of common stock may suffer as a result of the rights granted to holders of preferred stock that may be issued in the future. In addition, we could issue preferred stock to prevent a change in control of our Company, depriving common shareholders of an opportunity to sell their stock at a price in excess of the prevailing market price.

 

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We will continue to be a reporting company due to the effectiveness of a Form 8-A to be filed concurrent with the acceptance of the NASDAQ listing.

We are subject to the reporting requirements under the Securities and Exchange Act of 1934, Section 13a, due to the effectiveness of previous offerings, pursuant to Section 15d of the Securities Act and we intend to be registered under Section 12(b) concurrent with a NASDAQ listing. As a result, shareholders will have access to the information required to be reported by publicly held companies under the Exchange Act and the regulations thereunder. As a result, we will be subject to legal and accounting expenses that private companies are not subject to and this could affect our ability to generate operating income.

Sales of common stock resulting from issuances of common stock for conversions by our convertible noteholders or Rule 144 sales in the future will have a depressive effect on our common stock price.

Most of our convertible noteholders have rights to convert their notes at significant discounts to the market prices as shown in the schedule below, for sale under the requirements of Rule 144 or other applicable exemptions from registration under the Act and perhaps under registration statements which the company is preparing to file in the next thirty days. Rule 144 provides in essence that a person who has held restricted securities for six months, or is deemed to have held them due to the issuance by the Company of convertible notes under certain conditions, may sell those shares in brokerage transactions. There is no limit on the amount of restricted securities that may be sold by a non-affiliate after the owner has held the restricted securities for a period of six months. A sale under Rule 144 or under any other exemption from the Act, if available, or pursuant to subsequent registration of shares of common stock of present stockholders underlying the convertible notes, will have a depressive effect upon the price of the common stock in the market, since they are issued at a discount to market-often 50-60% of the lowest bid for differing periods, and sales can be expected at some discounted prices, with larger than normal volumes.  We have also issued warrants that allow for the purchase of shares at significant discounts to the market prices, often 50% of the ten day low bids, or other highly discounted rates, which would allow the holders of those warrants to sell shares into the market at a profit over their discounted price, which could have the effect of depressing the price of the shares in the market.

We may not successfully meet the NASDAQ Requirements for a listing of our stock, in which case this offering will not occur.

NASDAQ Requirements for listing include the following:

a)

$4.00 trading price for 30 trading days. Reverse Split of the issued and outstanding shares is necessary in order to meet this criteria, which must be accomplished by the Company, and has not yet been completed.

b)

$4,000,000 net shareholder’s equity to be accomplished through this offering.

c)

SEC Section 12(b) Registration which has not been achieved.

d)

At least 100,000 shares of public float. This criteria has been accomplished.

e)

A minimum of 300+ shareholders. This criteria has been accomplished.

f)

Total assets of $4,000,000. Will be accomplished through this offering.

g)

At least two market makers.

h)

Public float market value of $1,000,000. This criteria has been accomplished.

i)

Specific corporate governance such as committees and independent Directors in those committees. To be determined prior to effectiveness.

RISKS RELATING TO OUR INTELLECTUAL PROPERTY AND POTENTIAL LITIGATION

We may not be able to protect our intellectual property and proprietary rights.

There can be no assurances that we will be able to obtain intellectual property protection that will effectively prevent any competitors from developing or marketing the same or a competing technology. In addition, we cannot predict whether we will be subject to intellectual property litigation the outcome of which is subject to uncertainty and which can be very costly to pursue or defend. We will attempt to continue to protect our proprietary designs and to avoid infringing on the intellectual property of third parties. However, there can be no assurance that we will be able to protect our intellectual property or avoid suits by third parties claiming intellectual property infringement.

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If our patents and other intellectual property rights do not adequately protect our service offering, we may lose market share to competitors and be unable to operate our business profitably.

Patents and other proprietary rights are anticipated to be of value to our future business, and our ability to compete effectively with other companies depends on the proprietary nature of our current or future technologies. We also rely upon trade secrets, know-how, continuing technological innovations and licensing opportunities to develop, maintain, and strengthen our competitive position. We cannot assure you that any future patent applications will result in issued patents, that any patents issued or licensed to us will not be challenged, invalidated or circumvented or that the rights granted there under will provide a competitive advantage to us or prevent competitors from entering markets which we currently serve. Any required license may not be available to us on acceptable terms, if at all or may become invalid if the licensee’s right to such technology become challenged and/or revoked. In addition, some licenses may be non-exclusive, and therefore competitors may have access to the same technologies as we do. Furthermore, we may have to take legal action in the future to protect our trade secrets or know-how, or to defend them against claimed infringement of the rights of others. Any legal action of that type could be costly and time-consuming to us, and we cannot assure you that such actions will be successful. The invalidation of key patents or proprietary rights which we own or unsuccessful outcomes in lawsuits to protect our intellectual property may have a material adverse effect on our business, financial condition and results of operations.

We may in the future become subject to claims that some, or the entire service offering violates the patent or intellectual property rights of others, which could be costly and disruptive to us.

We operate in an industry that is susceptible to patent litigation. As a result, we or the parties we license technology from may become subject to patent infringement claims or litigation. Further, one or more of our future patents or applications may become subject to interference proceedings declared by the U.S. Patent and Trademark Office, (“USPTO”) or the foreign equivalents thereof to determine the priority of claims to inventions. The defense of intellectual property suits, USPTO interference proceedings or the foreign equivalents thereof, as well as related legal and administrative proceedings, are both costly and time consuming and may divert management's attention from other business concerns. An adverse determination in litigation or interference proceedings to which we may become a party could, among other things:

·

subject us to significant liabilities to third parties, including treble damages;

·

require disputed rights to be licensed from a third party for royalties that may be substantial;

·

require us to cease using such technology; or

·

prohibit us from selling certain of our service offerings.

Any of these outcomes could have a material adverse effect on our business, financial condition and results of operations.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

 

None.

 

ITEM 1C. CYBERSECURITY

We place the utmost importance on the security of our systems and the data we handle. We maintain a comprehensive process for identifying, assessing, and managing material risks from cybersecurity threats as part of our broader risk management system and processes.

To identify and assess risks from cybersecurity threats, we evaluate a variety of developments including threat intelligence, vulnerabilities of third parties, including any auditors or consultants who advise on our cybersecurity systems, evolving regulatory requirements, and observed cybersecurity incidents, among others. We regularly conduct risk assessments to evaluate the maturity and effectiveness of our systems and processes in addressing cybersecurity threats and to identify any areas for remediation and opportunities for enhancements. The results of such assessments are evaluated by management and reported to our board of directors, and we continue to adjust our cybersecurity policies, standards, processes, and practices as necessary.

Our Board is responsible for the oversight of risks from cybersecurity threats and directly oversees our cybersecurity policies and practices, internal controls regarding information security, and compliance with legal and regulatory requirements regarding cybersecurity risks. The Board receives regular reports and updates on cybersecurity matters from our management, including developments on existing and new cybersecurity risks and how management is addressing and/or mitigating such risks, cybersecurity and data privacy incidents (if any), the status of key information security initiatives, vulnerability assessments, as well as on existing and emerging threat landscapes. Additionally, on at least an annual basis, the Board reviews and discusses with management our policies and programs with respect to cybersecurity threats.

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We do not have a dedicated security team, but our Chief Executive Officer monitors the prevention, detection, mitigation, and remediation of cybersecurity threats and incidents in accordance with our incident response and recovery plans. Threats and incidents that are identified as potentially significant are promptly reported to the Board. Our dedicated CEO has over 20 years of experience in managing and monitoring cybersecurity.

While risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected and are not reasonably likely to materially affect our Company, including our business strategy, results of operations, or financial condition, we cannot provide assurance that they will not be materially affected in the future by such risks or any future material incidents. See “Risk Factors” in Part I, Item 1A of this Annual Report on Form 10-K for further information regarding cybersecurity risks.

ITEM 2. PROPERTIES.

 

REAL ESTATE.Description of properties/assets

(a)

Real Estate.

None.

(b)

Title to properties.

None.

(c)

Patents, Trade Names, Trademarks and Copyrights

See below.

Our executive offices are located in San Diego, California. We do not own any real property, but lease an office space consisting of approximately 3,000 sq. ft. among all of our corporate and subsidiary locations. We believe that substantially all of our property and equipment is in good condition, subject to normal wear and tear, and that our facilities have sufficient capacity to meet the current needs of our business.

 

None.

OIL AND GAS.

None.

PATENTS, TRADE NAMES, TRADEMARKS AND COPYRIGHTSPatents, trade names, trademarks and copyrights

 

Either directly or through our subsidiaries, we have rights in various patents, trade names, trademarks, copyrights and other intellectual property necessary to conduct our business. Our services often use the intellectual property of

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others, including licensed software. We also occasionally license our intellectual property to others as we deem appropriate.

We periodically receive offers from third parties to purchase or obtain licenses for patents and other intellectual property rights in exchange for royalties or other payments. We also periodically receive notices, or are named in lawsuits, alleging that our products or services infringe on patents or other intellectual property rights of third parties. In certain instances, these matters can potentially adversely impact our operations, operating results or financial position. For additional information, see “Risk Factors”.

ITEM 3. LEGAL PROCEEDINGS.

We have been named in a lawsuit by EMA Financial, LLC (“EMA”) for failing to comply with a Securities Purchase Agreement entered into in June 2019.   More specifically, EMA claims the Company failed to honor notices of conversion, failed to establish and maintain share reserves, failed to register EMA shares and by failed to assure that EMA shares were Rule 144 eligible within 6 months.  EMA has claimed in excess of $7,614,967 in relief.  The Company has filed a motion in response for which EMA has filed a motion to dismiss.   The Company does not believe at this time that any negative outcome would result in more than the $1,006,997 it has recorded on its balance sheet as of December 31, 2023.

We have been named in a lawsuit by a collection law firm on behalf of Pinnacle Towers LLC and Crown Atlantic Company Inc., against TPT Global Tech, Inc.  The claim derives from an outstanding debt by incurred by Copperhead Digital.  The lawsuit is over unpaid rent that should have been paid by Copperhead Digital but was not paid.  The Company believes it has several defenses to this claim and is in the process of communicating with opposing counsel for dismissal of the claims which amount to $386,030 plus interest, costs and attorney fees.  The Company has accounted for approximately $600,000 in payables on its consolidated balance sheet as of December 31, 2023 for this subsidiary payable.

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We have been named in a lawsuit by a collection law firm on behalf of American Tower and related entities, against TPT Global Tech, Inc.  The claim derives from an outstanding debt or unpaid tower lease payments. The Company believes it has several defenses to this claim and is in the process of communicating with opposing counsel for dismissal or negotiation of the claims which amounts to $2,891,886, including payment due for all future tower payments not yet incurred under various tower lease agreements.  The Company has accounted for approximately $2,959,594 in payables and operating lease liabilities on its consolidated balance sheet as of December 31, 2023 for this liability. Management does not believe any negative outcome to this lawsuit would amount to more than this.

In total, lawsuits are being threatened or have been put forth by vendors in relation to tower lease payments in accordance with tower lease agreements that were entered into.  The claims are currently being investigated or negotiated and the amount in controversy being claimed is approximately $5,556,484, which the Company has accounted for $5,926,731 in its consolidated balance sheet as of December 31, 2023.

We have been named in lawsuits by three merchant debt companies, Mr. Advance, CLOUDFUND and Fox Capital versus TPT SpeedConnect and TPT for non-payment under the debt agreements for which the companies received judgements against the TPT SpeedConnect and TPT.  The judgements totaled $633,264, including legal and other fees for which the Company had $624,531 recorded in Debt Financing Agreements of which $87,065 was remitted to Mr. Advance during the year ended December 31, 2023 leaving an accrued balance of $537,466 as of December 31, 2023.  We are in negotiations with these companies to restructure payment and work out acceptable terms.  Management believes it will not have to pay more than what it has recorded in accounts payable.

We have been named in a lawsuit by AHS Staffing, LLC against TPT MedTech, LLC claiming unpayment of $159,959 in billings for medical staffing services rendered by AHS Staffing, LLC on behalf of TPT MedTech. The Company believes it has defenses for a portion of the services rendered but has recorded a payable in accounts payable in the consolidated balance sheet of $120,967. Management does not believe that an unfavorable outcome will result in payment of more than is recorded in accounts payable.

The Company has been named in a lawsuit, Robert Serrett vs. TruCom, Inc., by a former employee who was terminated by management in 2016. The employee was working under an employment agreement but was terminated for breach of the agreement. The former employee is suing for breach of contract and is seeking around $75,000 in back pay and benefits. We learned that Mr. Serrett received a default judgement in Texas on May 15, 2018 for $70,650 plus $3,500 in attorney fees and 5% interest and court costs.  However, he has made no attempt that we are aware of to obtain a sister state judgment in Arizona, where TruCom resides, or to try and enforce the judgement and collect.  Management believes it has good and meritorious defenses and does not belief the outcome of the lawsuit will have any material effect on the financial position of the Company.  

 

We are not currently involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suite,suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect. We anticipate that we (including current and any future subsidiaries) will from time to time become subject to claims and legal proceedings arising in the ordinary course of business. It is not feasible to predict the outcome of any such proceedings and we cannot assure that their ultimate disposition will not have a materially adverse effect on our business, financial condition, cash flows or results of operations.

 

ITEM 4. MINE SAFETY DISCLOSURE.

 

Not applicable.

 

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PART II

 

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market Information

 

Our common stock is currently quoted on the OTC QBOTCPINK under the symbol “TPTW”. Because we are quoted on the OTC QB,OTCPINK, our securities may be less liquid, receive less coverage by security analysts and news media, and generate lower prices than might otherwise be obtained if they were listed on a national securities exchange.

 

The following table sets forth the high and low bid quotations for our common stock as reported on the OTCPINK for the periods indicated.

Holders.

 

 

2023

 

 

2022

 

 

2021

 

Quarter Ended

 

High

 

 

Low

 

 

High

 

 

Low

 

 

High

 

 

Low

 

March 31

 

$.0021

 

 

$.0009

 

 

$0.0154

 

 

$0.007

 

 

$0.10

 

 

$0.03

 

June 30

 

$.0015

 

 

$.0008

 

 

$0.0132

 

 

$0.0049

 

 

$0.04

 

 

$0.01

 

September 30

 

$.0017

 

 

$.0009

 

 

$0.0075

 

 

$0.001

 

 

$0.07

 

 

$0.01

 

December 31

 

$.0012

 

 

$.0001

 

 

$0.0119

 

 

$0.0015

 

 

$0.03

 

 

$0.01

 

Quotations on the OTCPINK reflect inter-dealer prices, without retail mark-up, markdown or commission and may not reflect actual transactions. Our common stock will be subject to certain rules adopted by the SEC that regulate broker-dealer practices in connection with transactions in “penny stocks.” Penny stocks generally are securities with a price of less than $5.00, other than securities registered on certain national exchanges or quoted on the NASDAQ system, provided that the exchange or system provides current price and volume information with respect to transaction in such securities. The additional sales practice and disclosure requirements imposed upon broker-dealers are and may discourage broker-dealers from effecting transactions in our shares which could severely limit the market liquidity of the shares and impede the sale of shares in the secondary market.

The penny stock rules require broker-dealers, prior to a transaction in a penny stock not otherwise exempt from the rules, to make a special suitability determination for the purchaser to receive the purchaser’s written consent to the transaction prior to sale, to deliver standardized risk disclosure documents prepared by the SEC that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock. In addition, the penny stock regulations require the broker-dealer to deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt. A broker-dealer is also required to disclose commissions payable to the broker-dealer and the registered representative and current quotations for the securities. Finally, a broker-dealer is required to send monthly statements disclosing recent price information with respect to the penny stock held in a customer's account and information with respect to the limited market in penny stocks.

Holders

 

As of December 31, 2018, there2023, we have 438 shareholders of record of our common stock. Sales under Rule 144 are approximately 449 record holdersalso subject to manner  of 136,953,904sale provisions and notice requirements and to the availability of current public information about us. Under Rule 144, a person who has not been an affiliate at any time during the three months preceding a sale, and who has beneficially owned the shares proposed to be sold for at least 6 months, is entitled to sell shares without complying with the manner of sale, volume limitation or notice provisions of Rule 144.

2,456,634,910 shares of our common stock are outstanding as of December 31, 2023. The Holder of the Series A Preferred stock has agreed and will convert to 60% of the common stock then outstanding after conversion concurrent with any exchange listing which will result in issuance of another approximately 175,986,864,598, calculated as of December 31, 2023, shares of common stock.  In addition, the Series D and E Preferred Stock and certain of the convertible debt outstanding have automatic conversion features which would also cause common stock to be issued.

 

Dividends.Assuming the conversion of the Series A Preferred Stock and all other automatically convertible preferred stock and all other convertible debt, there would be 290,983,922,753 common shares outstanding as of December 31, 2023

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Dividends

 

As of the filing of this Form 10-K, we have not paid any dividends on our common stock to stockholders.shareholders. The Series D and Series E Preferred Stock will be paid 6% per annum on a cumulative basis, in cash or in registered common stock. There are no restrictions which would limit our ability to pay dividends on common equity or that are likely to do so in the future.future, except limitations under financing agreements. The Florida Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend; we would not be able to pay our debts as they become due in the usual course of business; or our total assets would be less than the sum of the total liabilities plus the amount that would be needed to satisfy the rights of stockholdersshareholders who have preferential rights superior to those receiving the distribution.

 

Preferred shares.The Company has not paid any cash dividends to date and does not anticipate or contemplate paying cash dividends on our capital stock in the foreseeable future. It is the present intention of management to utilize all available funds and future earnings for the development of the Company’s business. Any future determination to declare cash dividends will be made at the discretion of our Board of Directors, subject to applicable laws, and will depend on our financial condition, results of operations, capital requirements, general business conditions and other factors that our Board of Directors may deem relevant. Our future ability to pay cash dividends on our capital stock may be limited by any future debt instruments or preferred securities.

Common Stock

 

As of December 31, 2018,2023, we had authorized 4,500,000,000 shares of Common Stock, of which 2,456,634,910 common shares are issued and outstanding.   On January 17, 2024, this was increased to 15,000,000,000.

All common shares are equal to each other with respect to voting, liquidation, and dividend rights. Special shareholders' meetings may be called by the officers or director, or upon the request of holders of at least one-tenth (1/10th) of the outstanding shares. Holders of shares are entitled to one hundred million (100,000,000)vote at any shareholders' meeting for each share they own as of the record date fixed by the board of directors. There is no quorum requirement for shareholders' meetings. Therefore, a vote of the majority of the shares represented at a meeting will govern even if this is substantially less than a majority of the shares outstanding. Holders of shares are entitled to receive such dividends as may be declared by the board of directors out of funds legally available therefore, and upon liquidation are entitled to participate pro rata in a distribution of assets available for such a distribution to shareholders. There are no conversion, pre-emptive or other subscription rights or privileges with respect to any shares. Reference is made to our Articles of Incorporation and our By-Laws as well as to the applicable statutes of the State of Florida for a more complete description of the rights and liabilities of holders of shares. It should be noted that the board of directors without notice to the shareholders may amend the By-Laws. Our shares do not have cumulative voting rights, which means that the holders of more than fifty percent (50%) of the shares voting for election of directors may elect all the directors if they choose to do so. In such event, the holders of the remaining shares aggregating less than fifty percent (50%) of the shares voting for election of directors may not be able to elect any director.

Preferred Stock

As of December 31, 2023, we had authorized 100,000,000 shares of Preferred Stock, of which certain shares had been designated as Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series CE Preferred Stock.

 

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All Preferred Stock is classified as mezzanine equity as a result of the Company not having enough authorized common shares to be able to issue common shares upon their conversion.

Series A Convertible Preferred Stock

 

In February 2015, weThe Company designated 1,000,000 shares of Preferred Stock as Series A Preferred Stock.  In February 2015, the Board of Directors authorized the issuance of 1,000,000 shares of Series A Preferred Stock to Stephen Thomas, Chairman, CEO and President of the Company, valued at $3,117,000 for compensation expense.  These shares are outstanding as of December 31, 2023.

 

The Series A Preferred Stock was designated in February 2015, has a par value of $.001, is redeemable at the Company’s option at $100 per share, is senior to any other class or series of outstanding Preferred Stock or Common Stock and does not bear dividends. The Series A Preferred Stock has a liquidation preference immediately after any Senior Securities, as defined and amended, of an amount equal to $100 per share.amounts payable owing, including contingency amounts where Holders of the Series A have personally guaranteed obligations of the Company.

As of December 31, 2023, by amendment,  holders of the Series A Preferred Stock shall, collectively have the right to convert all of their Series A Preferred Stock when conversion is elected into that number of shares of Common Stock of ourthe Company, as amended and restated July 5, 2022 by the Board of Directors and a majority of the outstanding voting shares of the Company, determined by the following formula: 60% of the issuedcommon shares computed to include all projected conversions of all convertible debt and outstanding Common Sharesany other classes of Preferred Stock as computed immediately afterif the transactionconversions had taken place at the stated conversion price per share (i.e. for conversion. For further clarification, the 60%avoidance of doubt – “fully diluted” as if such conversion had occurred prior to the Series A conversion.) The Company determined that due to the significance of the issuedamendment, it should be accounted for as an extinguishment and outstanding common shares includes whatfair valued the holdersamended Series A Preferred Stock at $42,983,742, creating a deemed dividend of $39,866,742.  The valuation of the amended Series A Preferred Stock was done by a qualified independent third party.

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Table of Contents

The record Holders of the Series A Preferred Stock may already hold in common shares at the time of conversion. The Series A Preferred Stock, collectively, shall  have the right to vote as if converted prior to the vote to an amount of shares equal to 60% of the outstandingcommon shares computed to include all projected conversions of all convertible debt and any other classes of Preferred Stock as if the conversions had taken place at the stated conversion price per share (i.e. for the avoidance of doubt – “fully diluted” as if such conversion had occurred prior to the Series A conversion) on any matter with holders of Common Stock for any vote required to approve any action, which Florida law provides may or must be approved by vote or consent of our Company.the holders of other series of voting shares and the holders of Common Stock or the holders of other securities entitled to vote, if any.

The Series A Preferred Stock is classified as mezzanine equity as a result of the Company not having enough authorized common shares to be able to issue common shares upon their conversion.

Series B Convertible Preferred Stock 

 

In February 2015, the Board of Directors authorized the issuance of 1,000,000 shares of Series A Preferred Stock to Stephen J. Thomas, III, Chairman, CEO and President of our Company valued at $3,117,000 for compensation expense.

Series B Convertible Preferred Stock

In February 2015, we designated 3,000,000 shares of Preferred Stock as Series B Convertible Preferred Stock.

 

The Series B Preferred Stock was designated in February 2015, has a par value of $.001, is not redeemable, is senior to any other class or series of outstanding Preferred Stock, except the Series A Preferred Stock, or Common Stock and does not bear dividends. The Series B Preferred Stock has a liquidation preference immediately after any Senior Securities, as defined and currently the Series A Preferred Stock, and of an amount equal to $2.00 per share. Holders of the Series B Preferred Stock have a right to convert all or any part of the Series B Preferred Shares and will receive and equal amountnumber of common shares at the conversion price of $2.00 per share. The Series B Preferred Stock holdersStockholders have a right to vote on any matter with holders of Common Stock and shall have a number of votes equal to that number of Common Shares on a one to oneone-to-one basis.

There are 2,588,693 shares of Series B Convertible Preferred Stock outstanding as of December 31, 2023.

The Series B Preferred Stock is classified as mezzanine equity as a result of the Company not having enough authorized common shares issued and outstanding currently.to be able to issue common shares upon their conversion.

 

Series C Convertible Preferred Stock

 

In May 2018, the Company designated 3,000,000 shares of Preferred Stock as Series C Convertible Preferred Stock.

 

The Series C Preferred Stock was designated in May 2018, has a par value of $.001, is not redeemable, is senior to any other class or series of outstanding Preferred Stock, except the Series A and Series B Preferred Stock, or Common Stock and does not bear dividends. The Series C Preferred Stock has a liquidation preference immediately after any Senior Securities, as defined and currently the Series A and B Preferred Stock, and of an amount equal to $2.00 per share. Holders of the Series C Preferred Stock have a right to convert all or any part of the Series C Preferred Shares and will receive andan equal amountnumber of common shares at the conversion price of $0.15 per share. The Series C Preferred Stock holdersStockholders have a right to vote on any matter with holders of Common Stock and shall have a number of votes equal to that number of Common Shares on a one to oneone-to-one basis.

There are no shares of Series C Convertible Preferred Stock outstanding currently.as of December 31, 2023.  There are approximately $553,100 in convertible notes payable convertible into Series C Convertible Preferred Stock which compromise some of the common stock equivalents calculated in Note 1. 

 

The Series C Preferred Stock is classified as mezzanine equity as a result of the Company not having enough authorized common shares to be able to issue common shares upon their conversion.

Series D Convertible Preferred Stock

On July 6, 2020, September 15, 2021 and March 20, 2022, the Company amended its Series D Designation from January 14, 2020. These Amendments changed the number of shares to 10,000,000 shares of the authorized 100,000,000 shares of the Company's $0.001 par value preferred stock as the Series D Convertible Preferred Stock ("the Series D Preferred Shares.") 

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Series D Preferred shares have the following features: (i) 6% Cumulative Annual Dividends payable on the purchase value in cash or common stock of the Company at the discretion of the Board and payment is also at the discretion of the Board, which may decide to cumulate to future years; (ii) Any time after 12 months from issuance an option to convert to common stock at the election of the holder @ 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00. ; (iii) Automatic conversion of the Series D Preferred Stock shall occur without consent of holders upon any national exchange listing approval and the registration effectiveness of common stock underlying the conversion rights. The automatic conversion to common from Series D Preferred shall be @ 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00, which shall be post-reverse split as may be necessary for any Exchange listing (iv) Registration Rights – the Company has granted Piggyback Registration Rights for common stock underlying conversion rights in the event it files any other Registration Statement (other than an S-1 that the Company may file for certain conversion common shares for the convertible note financing that was arranged and funded in 2019). Further, the Company will file, and pursue to effectiveness, a Registration Statement or offering statement for common stock underlying the Automatic Conversion event triggered by an exchange listing. (v) Liquidation Rights - $5.00 per share plus any accrued unpaid dividends – subordinate to Series A, B, and C Preferred Stock receiving full liquidation under the terms of such series. The Company has redemption rights for the first year following the Issuance Date to redeem all or part of the principal amount of the Series D Preferred Stock at between 115% and 140%.

During the year ended December 31, 2021, 46,649 shares of Series D Preferred Share were purchased for $233,244 of which Stephen Thomas, CEO of the Company, acquired 36,649 for $183,244.  The remainder of the shares were purchased by a third party.

As of December 31, 2023, there are 46,649 Series D Preferred shares outstanding.

The Series D Preferred Stock is classified as mezzanine equity as a result of the Company not having enough authorized common shares to be able to issue common shares upon their conversion.

Series E Convertible Preferred Stock

On March 20, 2022, the Company amended its Series E Designation from November 10, 2021.  As amended, the Company designated 10,000,000 shares of the authorized 100,000,000 shares of the Company's $0.001 par value preferred stock as the Series E Convertible Preferred Stock ("the Series E Preferred Shares").

Series E Preferred shares have the following features: (i) 6% Cumulative Annual Dividends payable on the purchase value in cash or common stock of the Company at the discretion of the Board and payment is also at the discretion of the Board, which may decide to cumulate to future years; (ii) Any time after 12 months from issuance an option to convert to common stock at the election of the holder @ 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00. ; (iii) Automatic conversion of the Series E Preferred Stock shall occur without consent of holders upon any national exchange listing approval and the registration effectiveness of common stock underlying the conversion rights. The automatic conversion to common from Series E Preferred shall be @ 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00, which shall be post-reverse split as may be necessary for any Exchange listing (iv) Registration Rights – the Company has granted Piggyback Registration Rights for common stock underlying conversion rights in the event it files any other Registration Statement (other than an S-1 that the Company may file for certain conversion common shares for the convertible note financing that was arranged and funded in 2019). Further, the Company will file, and pursue to effectiveness, a Registration Statement or offering statement for common stock underlying the Automatic Conversion event triggered by an exchange listing. (v) Liquidation Rights - $5.00 per share plus any accrued unpaid dividends – subordinate to Series A, B, C and D Preferred Stock receiving full liquidation under the terms of such series. The Company has redemption rights for the first year following the Issuance Date to redeem all or part of the principal amount of the Series E Preferred Stock at between 115% and 140%.

As of December 31, 2023, there are 2,043,507 Series E Preferred shares outstanding as a result of exchanges of accounts payable, financing arrangements and lease agreements.  The Series E Preferred shares were given a fair value by a third-party valuation of $6.53 per share for which they were recorded as of December 31, 2022.  The difference between the valuation at $6.53 per share or $13,344,101 and the amount of accounts payable, financing arrangements and lease agreement balances of $10,987,307 or $2,356,794 was recorded as a loss on debt extinguishment for the year ended December 31, 2022.

The Series E Preferred Stock is classified as mezzanine equity as a result of the Company not having enough authorized common shares to be able to issue common shares upon their conversion.

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Table of Contents

Warrants Issued with Convertible Promissory Notes

As of December 31, 2023, there were 129,116,666 warrants outstanding that expire in five years or in the years ended December 31, 2024 -2027.  As part of the Convertible Promissory Notes payable – third party issuance in Note 5, the Company issued 1,000,000 warrants to purchase 1,000,000 common shares of the Company at 70% of the current market price.  Current market price means the average of the three lowest trading prices for our common stock during the ten-trading day period ending on the latest complete trading day prior to the date of the respective exercise notice.  However, if a required registration statement, registering the underlying shares of the Convertible Promissory Notes, is declared effective on or before June 11, 2019 to September 11, 2019, then, while such Registration Statement is effective, the current market price shall mean the lowest volume weighted average price for our common stock during the ten-trading day period ending on the last complete trading day prior to the conversion date.  

On January 31, 2022, TPT Global Tech, Inc. issued warrants in conjunction with the issuance of Talos and Blue Lake Note Agreements.  Warrants to purchase 18,116,666 shares of common stock at $0.015 per share provided, however, that if the Company consummates an uplist offering on or before July 6, 2022 then the exercise price shall be 110% of the offering price at which the uplist offering is made.

The warrants issued under these convertible promissory notes were considered derivative liabilities valued at $40,817 of the total $9,827,723 derivative liabilities as of December 31, 2023. See Note 5.

Common Stock Reservations

The Company has reserved internally 1,000,000 shares of Common Stock of the Company for the purpose of raising funds to be used to pay off debt described in Note 5.

We have reserved 20,000,000 shares of Common Stock of the Company to grant to certain employees and consultants as consideration for services rendered and that will be rendered to the Company.

Agreement to Convert Debt

On July 31, 2023, the Company and Michael Murphy, shareholder and debt holder, entered into a Conversion Shares Purchase Agreement by which Mr. Murphy has agreed to an automatic conversion of his outstanding principal debt, as well as related accrued interest if elected by Mr. Murphy, into shares of the Company’s Series E Preferred Stock or an equity stock that subsequent to the agreement the Company may have issued to any party that has favorable terms to the Series E Preferred Stock, upon the Company’s intended uplist to a major exchange in conjunction with its capital raise through the capital markets.  This principal amount is $2,397,329 as of December 31, 2023.

Transfer Agent

The transfer agent for our securities is Clear Trust, with offices at 16540 Pointe Village Dr., Suite 210, Lutz, Florida 33558, Phone (813) 235-4490.

Authorized but Unissued Shares

Our authorized but unissued shares of Common Stock and preferred stock will be available for future issuance without stockholder approval, except as may be required under the listing rules of any stock exchange on which our Common Stock is then listed. We may use additional shares for a variety of corporate purposes, including future public offerings to raise additional capital, corporate acquisitions and employee benefit plans. The existence of authorized but unissued shares of Common Stock and preferred stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.

Penny Stock Considerations

Our shares will be “penny stocks” as that term is generally defined in the Securities Exchange Act of 1934 to mean equity securities with a price of less than $5.00 per share. Thus, our shares will be subject to rules that impose sales practice and disclosure requirements on broker-dealers who engage in certain transactions involving a penny stock. Under the penny stock regulations, a broker-dealer selling a penny stock to anyone other than an established customer must make a special suitability determination regarding the purchaser and must receive the purchaser’s written consent to the transaction prior to the sale, unless the broker-dealer is otherwise exempt.

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Table of Contents

In addition, under the penny stock regulations, the broker-dealer is required to:

·

Deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the Securities and Exchange Commission relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt;

·

Disclose commissions payable to the broker-dealer and our registered representatives and current bid and offer quotations for the securities;

·

Send monthly statements disclosing recent price information pertaining to the penny stock held in a customer’s account, the account’s value, and information regarding the limited market in penny stocks; and

·

Make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction, prior to conducting any penny stock transaction in the customer’s account.

Because of these regulations, broker-dealers may encounter difficulties in their attempt to sell shares of our common stock, which may affect the ability of selling shareholders or other holders to sell their shares in the secondary market and have the effect of reducing the level of trading activity in the secondary market. These additional sales practice and disclosure requirements could impede the sale of our securities, if our securities become publicly traded. In addition, the liquidity for our securities may be decreased, with a corresponding decrease in the price of our securities. Our shares in all probability will be subject to such penny stock rules and our shareholders will, in all likelihood, find it difficult to sell their securities.

Securities Authorized for Issuance Under Equity Compensation Plans.Plans

 

None.

 

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Table of Contents

Recent Sales of Unregistered Securities.Securities

 

Aside from what has been disclosed in our Registration Statement on Form S-1/A dated February 8,13, 2019, amended December 10, 2019, September 14, 2020 and September 29, 2020, and Registration Statement on Form S-8 dated September 25, 2020, Registration Statement on Form S-1 dated October 28, 2020 and amended on January 15, 2021, Registration Statement on Form S-1 dated June 30, 2021, amended on July 6, 2021 and July 14, 2021, Registration Statement on Form S-1 dated February 25, 2022 and amended March 1, 2022, we have issued the following pursuant to conversions of amounts due under convertible promissory notes.  Otherwise, we have not sold unregistered securities in the past 2 years without registering the securities under the Securities Act of 1933.

 

(REMAINDER OF PAGE LEFT BLANK INTENTIONALLY)

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Table of Contents

2024 Conversions (Subsequent to December 31, 2023)                                                                             

 

 

Date

 

Principal

 

 

Accrued

Int & Fees

 

 

Share Amounts

 

 

Price Per Share

 

FirstFire

 

2/28/2024

 

 

87,500

 

 

 

 

 

 

125,000,000

 

 

 

0.0007

 

 

 

 

 

 

87,500

 

 

 

 

 

 

 

125,000,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1800 Diagonal

 

1/2/2024

 

 

26,000

 

 

 

 

 

 

115,555,556

 

 

 

0.000225

 

 

 

1/8/2024

 

 

26,000

 

 

 

 

 

 

 

115,555,556

 

 

 

0.000225

 

 

 

2/5/2024

 

 

12,136

 

 

 

 

 

 

53,938,933

 

 

 

0.000225

 

 

 

 

 

 

64,136

 

 

 

 

 

 

285,050,045

 

 

 

 

 

 

 

 

 

 

151,636

 

 

 

 

 

 

 

410,050,045

 

 

 

 

 

2023 Conversions

 

 

Date

 

Principal

 

 

Accrued

Int & Fees

 

 

Share Amounts

 

 

Price Per Share

 

FirstFire

 

2/14/2023

 

 

60,000

 

 

 

 

 

 

50,000,000

 

 

 

0.0012

 

 

 

2/27/2023

 

 

78,000

 

 

 

 

 

 

65,000,000

 

 

 

0.0012

 

 

 

3/14/2023

 

 

78,000

 

 

 

 

 

 

65,000,000

 

 

 

0.0012

 

 

 

7/24/23

 

 

96,000

 

 

 

 

 

 

80000000

 

 

 

0.0012

 

 

 

11/8/2023

 

 

102,000

 

 

 

 

 

 

85,000,000

 

 

 

0.0012

 

 

 

 

 

 

414,000

 

 

 

 

 

 

345,000,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cavalry Investment

 

1/30/2023

 

 

22,000

 

 

 

 

 

 

 

18,333,334

 

 

 

0.0012

 

 

 

2/17/2023

 

 

27,000

 

 

 

 

 

 

22,500,000

 

 

 

0.0012

 

 

 

 

 

 

49,000

 

 

 

 

 

 

40,833,334

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cavalry Fund I

 

1/30/2023

 

 

44,000

 

 

 

 

 

 

 

36,666,667

 

 

 

0.0012

 

 

 

2/17/2023

 

 

54,000

 

 

 

 

 

 

45,000,000

 

 

 

0.0012

 

 

 

3/8/2023

 

 

33,230

 

 

 

 

 

 

36,922,043

 

 

 

0.0009

 

 

 

 

 

 

131,230

 

 

 

 

 

 

118,588,710

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1800 Diagonal

 

1/4/2023

 

 

35,000

 

 

 

 

 

 

 

31,818,182

 

 

 

0.0011

 

 

 

1/6/2023

 

 

40,000

 

 

 

 

 

 

36,363,636

 

 

 

0.0011

 

 

 

1/17/2023

 

 

50,000

 

 

 

 

 

 

41,666,667

 

 

 

0.0012

 

 

 

1/20/2023

 

 

21,094

 

 

 

 

 

 

17,577,958

 

 

 

0.0012

 

 

 

8/10/23

 

 

17,000

 

 

 

 

 

 

25,000,000

 

 

 

0.0007

 

 

 

10/31/23

 

 

14,000

 

 

 

 

 

 

93,333,333

 

 

 

0.00015

 

 

 

11/7/23

 

 

35,530

 

 

 

 

 

 

93,500,000

 

 

 

0.00038

 

 

 

12/18/23

 

 

8,000

 

 

 

 

 

 

 

106,666,667

 

 

 

0.000075

 

 

 

12/20/23

 

 

5,625

 

 

 

 

 

 

 

75,000,000

 

 

 

0.000075

 

 

 

12/26/23

 

 

26,000

 

 

 

 

 

 

115,555,556

 

 

 

0.000225

 

 

 

 

 

 

252,249

 

 

 

 

 

 

636,481,999

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Conversions 2023

 

 

 

 

846,479

 

 

 

 

 

 

1,140,904,043

 

 

 

 

 

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Table of Contents

2022 Conversions

 

 

 

 

 

 

 

 

 

 

 

Date

 

Principal

 

 

Accrued

Int & Fees

 

 

Share Amounts

 

 

Price Per Share

 

FirstFire

 

9/15/2022

 

 

59,160

 

 

 

 

 

 

17,000,000

 

 

 

0.0035

 

 

 

10/19/2022

 

 

61,875

 

 

 

 

 

 

50,000,000

 

 

 

0.0012

 

 

 

12/14/2022

 

 

125,625

 

 

 

 

 

 

50,000,000

 

 

 

0.0025

 

 

 

 

 

 

246,660

 

 

 

 

 

 

117,000,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Talos

 

9/1/2022

 

 

271,750

 

 

 

28,925

 

 

 

40,090,000

 

 

 

0.0075

 

 

 

 

 

 

271,750

 

 

 

28,925

 

 

 

40,090,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Blue Lake

 

9/8/2022

 

 

263,585

 

 

 

96,863

 

 

 

48,059,600

 

 

 

0.0075

 

 

 

 

 

 

263,585

 

 

 

96,863

 

 

 

48,059,600

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cavalry Investment

 

11/15/2022

 

 

18,000

 

 

 

 

 

 

15,000,000

 

 

 

0.0012

 

 

 

 

 

 

18,000

 

 

 

 

 

 

15,000,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cavalry Fund I

 

10/25/2022

 

 

 

 

 

25,000

 

 

 

20,161,290

 

 

 

0.0012

 

 

 

11/15/2022

 

 

36,000

 

 

 

 

 

 

30,000,000

 

 

 

0.0012

 

 

 

 

 

 

36,000

 

 

 

 

 

 

50,161,290

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1800 Diagonal

 

11/17/2022

 

 

25,000

 

 

 

 

 

 

20,833,333

 

 

 

0.0012

 

 

 

12/22/2022

 

 

40,000

 

 

 

 

 

 

20,000,000

 

 

 

0.0020

 

 

 

12/30/2022

 

 

25,000

 

 

 

 

 

 

22,727,273

 

 

 

0.0011

 

 

 

 

 

 

90,000

 

 

 

 

 

 

63,560,606

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Conversions 2022

 

 

 

 

925,995

 

 

 

147,288

 

 

 

333,871,496

 

 

 

 

 

We have filed Forms 8-K dated March 19, 2019 and March 25, 2019with the SEC related to convertible promissory notes for which the underlying common shares have not be registered.

Details of the convertible promissory notes can be found at http://sec.gov.

 

Exemption From Registration Claimed

 

All of the above sales by us of our unregistered securities were made by us in reliance upon Rule 506 of Regulation D and Section 4(a)(5) of the Securities Act of 1933, as amended (the "1933 Act"). All of the individuals and/or entities that purchased the unregistered securities were primarily existing shareholders, known to us and our management, through pre-existing business relationships, as long-standing business associates and employees. All purchasers were provided access to all material information, which they requested, and all information necessary to verify such information and were afforded access to our management in connection with their purchases. All purchasers of the unregistered securities acquired such securities for investment and not with a view toward distribution, acknowledging such intent to us. All certificates or agreements representing such securities that were issued contained restrictive legends, prohibiting further transfer of the certificates or agreements representing such securities, without such securities either being first registered or otherwise exempt from registration in any further resale or disposition.

 

Issuer Purchases of Equity Securities

 

We did not repurchase any shares of our common stock during the year ended December 31, 2018.2023.

 

ITEM 6. SELECTED FINANCIAL DATA.RESERVED.

 

Not applicable.

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

Forward-Looking Statements and Associated Risks.

This formForm 10-K contains certain statements that are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose, any statements contained in this Form 10-K that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as “may”, “will”, “expect”, “believe”, “anticipate”,“may,” “will,” “expect,” “believe,” “anticipate,” “estimate, or “continue”” “continue,” or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our control. These factors include but are not limited to economic conditions generally and in the industries in which we may participate; competition within our chosen industry, including competition from much larger competitors; technological advances and failure to successfully develop business relationships.

Based on our financial history since inception, our auditor has expressed substantial doubt as to our ability to continue as a going concern. As reflected in the accompanying financial statements, as of December 31, 2018,2023, we had an accumulated deficit totaling $18,802,928.$116,837,671. This raises substantial doubts about our ability to continue as a going concern.

We generate revenues primarily through operating as a Competitive Local Exchange Carrier (“CLEC”) in Arizona as a distributor of cell phonestelecommunications and telecommunications equipmentInternet services and as a provider of ecommerce and cloud solutions in the western United States and as a creator of media marketing materials and content.

The majority of our operating divisions historically have been those that sale telecommunications services and those that sale telecommunications products. Media marketing materials and content creation was acquired at the end of 2018 and will be more of a contributing factor to the overall financial results going forward.States.

 

Our primary revenues in 2018 and 2017 are primarily from telecommunications services and products.PLAN OF OPERATIONS

 

Our plan of operationsCapital Budget for the next 12 months is as follows:

 

MILESTONESEstimate of Liquidity and Capital Resource Needs

 

1stQuarter 2019Expand Sales of products and services organically and through the acquisitions.
Raise additional capital through offering of common stock or loans to support sales growth strategy.
2ndQuarter 2019Sales expansion through Media, Telecom, SaaS, and Content Product releases and acquisitions.
3rdQuarter 2019Expansion of national and international sales and acquisitions.
4thQuarter 2019Additional acquisitions and development costs, marketing capital to launch our mobile banking division

If we can raise sufficient capital resources, we intend to expend significant funds after our intended funding event equally throughout 2024 as follows.

Product and technology engineering and development

 

$5,000,000

 

Equipment purchases

 

 

5,000,000

 

Repayment of short-term debt and other financing arrangements

 

 

9,000,000

 

Business development and business acquisitions

 

 

10,000,000

 

General working capital, investor relations, internal controls, and other human capital and other corporate purposes

 

 

17,000,000

 

Brokerage commissions and expenses

 

 

4,000,000

 

 

 

$50,000,000

 

 

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ResultsAlthough the items set forth above indicate management’s present estimate of Operationsour liquidity and capital resource needs, we may have different needs or utilize corporate liquidity and capital resources for other corporate purposes. Our actual use of liquidity and capital resources may vary from these estimates because of a number of factors, including whether we are successful in completing future acquisitions, whether we obtain additional funding, what other obligations have been incurred by us, the operating results of our initial acquisition activities, and whether we are able to operate profitably. If our need for liquidity and capital resources increases, we may seek additional funds through any financing opportunity available to us. There are no current commitments for any such financing opportunity, and there can be no assurance that these funds may be obtained in the future if the need arises.

RESULTS OF OPERATIONS

For the Year Ended December 31, 20182023 Compared to the Year Ended December 31, 2017

During the year ended December 31, 2018, we recognized total revenues of $937,069 compared to the prior period of $2,115,160. We continued to incur a decrease in revenues for our telecommunications services during 2018 compared to the prior period. This is in large part from the loss of two major customers and a reduction of wholesale activity which combined amounted to a decrease of approximately $832,000 for 2018 compared to 2017. We also had a reduction for the same periods of $370,381 from telecommunications equipment sales and a reduction of $196,768 from Internet ecommerce activity both as a result of health issues among the management group, offset by an increase in revenues of $219,474 from the acquisition of Blue Collar as of September 1, 2018.

Gross profit (loss) for the year ended December 31, 2017 was $(811,965) compared to $(49,109) for the prior period. The decrease of $762,856 pertained primarily to decreases in telecommunications revenue. In addition, we recorded additional telecommunications taxes of approximately $600,000 during the 2018 that were unexpected and are being contested.2022 –

 

During the year ended December 31, 2018,2023, we recognized $4,332,852total revenues of $3,297,916 compared to the prior period of $7,309,996. The decrease is largely attributable to the decrease in internet customers from attrition and the discontinuance of unprofitable operating locations.

Gross profit for the year ended December 31, 2023 was $962,141 compared to $1,511,965 for the prior period. Gross margin percentage increased from 21% to 29% largely as a result of the closure of less profitable towers within the remaining internet customer base.

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During the year ended December 31, 2023, we recognized $5,344,183 in operating expenses compared to $3,112,436$15,441,594 for the prior period. The increasedecrease was in large part attributable to the research and development expense of $1,220,416 was primarily$1,750,000 in the prior period from the acquisition of a resultsoftware developed by a third party and impairments in the prior period for goodwill and long-lived assets of stock-based compensation in 2018 of $1,120,266 and$7,283,276 offset by an increase in payrollprofessional fees in large part due to a convertible note payable issued for Asberry Series A Stock and related expensesconsulting fees for artificial intelligence work.  

Derivative expense the current period was $5,436,087 compared to $650,071 for the prior period. This results from the accounting for derivative financial instruments and is largely dependent on the company’s common stock trading price.

The gain on debt extinguishment of $334,543.$632,220 for the current period results from conversions of derivative debt for common shares.  The increasesprior year loss on debt extinguishments also was from conversions of payrollderivative debt but also exchanges of debt for Series E Preferred Stock.

Interest expense decreased for the year ended December 31, 2023 compared to the prior period by $2,995,986. The decrease comes largely from the amortization of debt discounts and related expenses is from employment agreements entered towardsdefault provisions on the end of 2017. Payroll accruals are being madeCompany’s derivative securities in accordance with the employment agreements and a portion of the accruals are being paid according to cash flow availability.prior year.

 

During the year ended December 31, 2018,2023, we recognized a net loss of $5,377,489$10,401,590 compared to $3,807,401$21,749,920 for the prior period. The difference was loss on debt conversions, interest expense and impairments in the prior year compared to the current year.

During the year ended December 31, 2022, the Company amended its series A Preferred Stock which resulted in a deemed dividend of $39,866,742 due to an increase in fair value of the loss of $1,570,088 was a result of stock compensation expense of $1,120,266, the increase in payroll and related expenses of $334,543 and the reduction of gross profits from the decrease in revenues and the unexpected telecommunications taxes of approximately $600,000 in the current period.Preferred A stock.

 

LIQUIDITY AND CAPITAL RESOURCES

 

Cash flows generated from operating activities were not enough to support all working capital requirements for the years ended December 31, 20182023 and 2017.2022. Financing activities described below have helped with working capital and other capital requirements.

We incurred $5,377,489$10,401,590 and $3,807,401,$21,749,920, respectively, in losses, and we used $916,407$525,539 and $750,408,$226,493, respectively, in cash for operations for the years ended December 31, 20182023 and 2017. 2022. We calculate the net cash used by operating activities by decreasing, or increasing in case of gain, our let loss by those items that do not require the use of cash such as depreciation, amortization, promissory note issued for research and development, note payable issued for legal fees, derivative expense or gain, gain on extinguishment of debt, loss on conversion of notes payable, impairment of goodwill and long-lived assets and share-based compensation which totaled to a net $6,259,293 for 2023 and $16,746,502 for 2022. 

In addition, we report increases in assets and reductions in liabilities as uses of cash and decreases in assets and increases in liabilities as sources of cash, together referred to as changes in operating assets and liabilities.  For the year ended December 31, 2023, we had a net increase in our assets and liabilities of $3,738,248 primarily from an increase in accounts payable from lag of payments for accounts payable for cash flow considerations and an increase in the balances from our operating lease liabilities.  For the year ended December 31, 2022, we had a net increase to our assets and liabilities of $4,776,925 for similar reasons.

Cash flows from financing activities were $871,199$483,363 and $693,502$(180,525) for the same periods. years ended December 31, 2023 and 2022, respectively.  For the year ended December 31, 2023, these cash flows were generated from proceeds from convertible notes, loans and advances of $433,500 and from notes payable – related parties of $166,188 offset by payment on convertible loans, advances and factoring agreements of $83,620.  For the year ended December 31, 2022, these cash flows were generated from proceeds from convertible notes, loans and advances of $1,256,187 offset by payment on convertible loans, advances and factoring agreements of $1,391,580.

Cash flows provided by (used in) investing activities were $0 and $(22,747), respectively, for the years ended December 31, 2023 and 2022 primarily related to the acquisition of property and equipment for 2022.

These factors raise substantial doubt about the ability of the Company to continue as a going concern for a period of one year from the issuance of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Subsequent to December 31, 2018, shareholders extended loans to the Company in the amount of approximately $104,300 into debt that is convertible one dollar into one share of sock of Series C Preferred Stock that has been designated convertible into common stock at $0.15 per share and includes terms similar to the other Preferred Stock. A third-party advanced the company $50,000 on March 13, 2019 with verbal terms that included repayment in 45 days at 10%. There were no other terms on this.

On March 19, 2019, the “Company consummated a Securities Purchase Agreement dated March 15, 2019 with Geneva Roth for the purchase of a $68,000 Geneva Roth Convertible Promissory Note. This Geneva Roth Convertible Promissory Note is part of a larger investment term sheet with Geneva Roth, at their option, to invest in the Company up to $975,000.

In addition, On March 25, 2019, the Company consummated a Securities Purchase Agreement dated March 18, 2019 with Auctus for the purchase of a $600,000 Auctus Convertible Promissory Note.

 

In order for us to continue as a going concern for a period of one year from the issuance of these financial statements, we will need to obtain additional debt or equity financing and look for companies with cash flow

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positive operations that we can acquire. There can be no assurance that we will be able to secure additional debt or equity financing, that we will be able to acquire cash flow positive operations, or that, if we are successful in any of those actions, those actions will produce adequate cash flow to enable us to meet all our future obligations. Most of our existing financing arrangements are short-term. If we are unable to obtain additional debt or equity financing, we may be required to significantly reduce or cease operations.

 

70

We expect to need $16,900,000 in capital or loans to complete our plans and operations. Our sources of capital are loans and sales of equity from common or preferred stock. We have no commitments for loans or equity sales at this date.

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A summary of material terms of our debtfinancing arrangements as of December 31, 20182023 is as follows:

  Balance Rate Due Date Past Due Conversion Secured
Third party debt:                      
Business loans and advances $615,692   4-10%annual  (1) $75,192   None  Company assets
Convertible Debt  15,000   6%annual  5-1-20  $10,000   Convertible at $0.15 to $0.25 per share  Company assets
Factoring Agreement  101,244   2%/month  8-31-19  $101,244   None  None
Total third party debt $731,936                   
                       
Related party debt:                      
 Line of Credit $3,043,390   1 Mo Libor plus 2.0%annual  (1)  None   None  Company assets
 Debt (Matrixsites)(4)  4,000,000   0%  (2)  None   None  ViewMe Live assets
 Debt (Lion Phone)  350,000   0%  None   None   None  None
Debt (Blue Collar)(3)  1,562,898    3%  5-1-2019   None   None  Blue Collar assets
Convertible Debt  801,888   4-6%annual  1-31-19 to various in 2020 and 2021   None   Convertible at $0.15 to $0.25 per share  Company assets
Shareholder Debt  181,694   0%  None   None   None  None
Total related party debt $9,939,870                   
                       
Total financing arrangements $10,671,806                   

 

 

 

Balance

 

 

Rate

 

 

Due Date

 

 

Past Due

 

 

Conversion

 

Secured

 

Third party debt:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans and advances

 

$105,092

 

 

3.76-14%

 

 

May 2020 to March 2021

 

 

$59,263

 

 

None

 

Company assets

 

Convertible Notes Payable

 

 

3,368,260

 

 

6-24%

 

 

 

(1)

 

$

 

3,390,186

(6)

 

Convertible at $0.15 to $0.25 per share

 

Company stock

 

Factoring Agreements

 

 

537,066

 

 

30-43%

 

 

February 2020 to October 2021

 

 

$537,066

 

 

None

 

Receivables

 

Total third party debt

 

$4,010,418

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Related party debt:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Line of Credit

 

$2,742,929

 

 

1 Mo Libor plus 2.0%

 

 

 

(2)

 

$2,742,929

 

 

None

 

Trucom assets

 

Assumed bank loan

 

 

397,282

 

 

Prime plus 6%

 

 

 

(3)

 

$397,282

 

 

None

 

Assets

 

 Acquisition Debt (Matrixsites)

 

 

1,550,000

 

 

 

0%

 

 

(4)

 

None

 

 

None

 

VuMe Live assets

 

Acquisition Debt (Lion Phone)

 

 

350,000

 

 

 

0%

 

None

 

 

None

 

 

None

 

None

 

Acquisition Debt (Air Fitness)(4)

 

 

115,500

 

 

 

--

 

 

February 1, 2021

 

 

 

115,500

(5)

 

None

 

Air Fitness assets

 

Convertible Debt

 

 

553,100

 

 

4-6%

 

 

Various in 2020 and 2021

 

 

$553,100

 

 

Convertible at $0.15 to $1.00 per share

 

Company assets

 

Shareholder Debt

 

 

170,338

 

 

 

0%

 

None

 

 

None

 

 

None

 

None

 

Total related party debt

 

$5,879,149

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total financing arrangements

 

$9,889,567

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

__________

(1) Various dates from December 2019 to June 2020.

(2) Subsequently amended to August 31, 2019, except for past due balances.

(2) $2,000,000 from debt proceeds and $2,000,000 from the second Company public offering.2020.

(3) On September 1, 2018, the Company closed on its acquisition of Blue Collar. Part of the acquisition includedAssumed bank debt by a promissory note of $1,600,000 ($1,562,898, net of an unamortized discount to fair value of $37,102) and interest at 3%. The promissory note is secured by the assets of Blue Collar.shareholder.  Definitive due date not set but no payments are being made.

(4) MatrixsitesPayable from first proceeds raised by company.

(5) Air Fitness debt of $4,000,000$115,000 does not bear interest unless in default, is not convertible, and is payable $2,000,000six months from debt proceedsorigination (August 1, 2020) or as agreed up by the Company and $2,000,000 from the second Company public offering andformer owners (currently non-controlling interest holders) of Air Fitness has a security interest in the assets that were acquired.  This Note Payable became delinquent in 2021.

(6)  The past due balance exceeds the book balance as a result of discounts accounted for accounting purposes.

CRITICAL ACCOUNTING POLICIES INCLUDING CRITICAL ACCOUNTING ESTIMATES

Revenue Recognition

We use the following criteria described below in more detail for each business unit:

Identify the contract with the customer.

Identify the performance obligations in the contract.

Determine the transaction price.

Allocate the transaction price to performance obligations in the contract.

Recognize revenue when or as we satisfy a performance obligation. 

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ConsequencesReserves are recorded as a reduction in net sales and are not considered material to our consolidated statements of not repayingoperations for the Blue Collar $1,600,000 debtyears ended December 31, 2023 and the Matrixsites $4,000,000 debt are outlined in the security agreements which are the following:

The lender (seller) may foreclose2022. In addition, we invoice our customers for taxes assessed by governmental authorities such as sales tax and value added taxes, where applicable. We present these taxes on the assets in the event of default of non-payment or other default and may bid in the assets at foreclosure at less than the debt. This could have the practical effect of taking away the assets pledged, through the foreclosure and, may leave a deficiency under the note, which would mean the company would have none of the assets and still retain liability for an unknown amount, and have no business related to these acquisitions.

CRITICAL ACCOUNTING POLICIES

Revenue Recognition

On January 1, 2018, we adopted the new accounting standard ASC 606, Revenue from Contracts with Customers, and all of the related amendments (“new revenue standard”). We recorded the change, which was immaterial, related to adopting the new revenue standard using the modified retrospective method. Under this method, we recognized the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of retained earnings. This results in no restatement of prior periods, which continue to be reported under the accounting standards in effect for those periods. We expect the impact of the adoption of the new revenue standard to continue to be immaterial on an ongoingnet basis. We have applied the new revenue standard to all contracts as of the date of initial application.

 

The Company’s revenue generation for the last two years ended December 31, 2023 and 2022 came from the following sources disaggregated by services and products, which sources are explained in detail below.

  2018 2017
Copperhead Digital $400,763  $867,896 
K Telecom  119,860   490,241 
San Diego Media  169,142   365,506 
Blue Collar  219,474   —   
P2P  25,430   390,137 
Other  2,400   1,380 
Total Revenue $937,069  $2,115,160 

 

 

For the year ended

December 31, 2023

 

 

For the year ended

December 31, 2022

 

TPT SpeedConnect

 

$3,007,384

 

 

$5,429,010

 

Blue Collar

 

 

285,092

 

 

 

1,522,490

 

TPT MedTech

 

 

 

 

 

89,755

 

Other (1)

 

 

5,440

 

 

 

186,741

 

Total Services Revenues

 

$3,297,916

 

 

$7,227,996

 

Air Fitness – Product Revenue

 

 

 

 

 

82,000

 

Total Product Revenues

 

$

 

 

$82,000

 

Total Revenue

 

$3,297,916

 

 

$7,309,996

 

____________ 

 

Copperhead Digital:(1) Includes international sales for the year ended December 31, 2023 and 2022 of $0 and $172,784, respectively, related to TPT Asia.

TPT SpeedConnect: ISP and Telecom Revenue

 

Copperhead DigitalTPT SpeedConnect is a regional internet and telecom servicesrural Internet provider operating in Arizona5 Midwestern States under the trade name Trucom. Copperhead Digital operates as a wireless telecommunications Internet Service Provider (“ISP”) facilitating both residential and commercial accounts. Copperhead Digital’sSpeedConnect. TPT SC’s primary business model is subscription based, pre-paid monthly reoccurring revenues, from wireless delivered, high-speed internet connections. In addition, the company resells third-party satellite and DSL internet and IP telephony services. Revenue generated from sales of telecommunications services is recognized as the transaction with the customer is considered closed and the customer receives and accepts the services that were the result of the transaction. There are no financing terms or variable transaction prices. Due date is detailed on monthly invoices distributed to customer. Services billed monthly in advance are deferred to the proper period as needed. Deferred revenue are contract liabilities for cash received before performance obligations for monthly services are satisfied. Deferred revenue for TPT SpeedConnect at December 31, 2023 and 2022 are $58,564 and $75,556, respectively. Certain of our products require specialized installation and equipment. For telecom products that include installation, if the installation meets the criteria to be considered a separate element, product revenue is recognized upon delivery, and installation revenue is recognized when the installation is complete. The Installation Technician collects the signed quote containing terms and conditions when installing the site equipment at customer premises.

 

Revenue for installation services and equipment is billed separately from recurring ISP and telecom services and is recognized when equipment is delivered and installation is completed. Revenue from ISP and telecom services is recognized monthly over the contractual period, or as services are rendered and accepted by the customer.

 

The overwhelming majority of ourCompany recognizes revenue continues to be recognized when transactions occur. Since installation fees are generally small relative to the size of the overall contract and because most contracts are for a yeartwo years or less, the impact of not recognizing installation fees over the contract is immaterial.

 

K Telecom: Prepaid Phones and SIM Cards Revenue

K Telecom generates revenue from reselling prepaid phones, SIM cards, and rechargeable minute traffic for prepaid phones to its customers (primarily retail outlets). Product sales occur at the customer’s locations, at which time delivery occurs and cash or check payment is received. The Company recognizes the revenue when they receive payment at the time of delivery.

SDM: Ecommerce, Email Marketing and Web Design Services

SDM generates revenue by providing ecommerce, email marketing and web design solutions to small and large commercial businesses, complete with monthly software support, updates and maintenance. Services are billed monthly. Platform infrastructure support is a prepaid service billed in monthly recurring increments. The services are billed a month in advance and due prior to services being rendered. The revenue is deferred when invoiced and booked in the month the service is provided. Software support services (including software upgrades) are billed in real time, on the first of the month. Web design service revenues are recognized upon completion of specific projects. Revenue is booked in the month the services are rendered and payments are due on the final day of the month.

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Blue Collar: Media Production Services

 

Blue Collar creates original live action and animated content productions and has produced hundreds of hours of material for the television, theatrical, home entertainment and new media markets. Blue Collar designs branding and marketing campaigns and has had agreements with some of the world’s largest companies including PepsiCo, Intel, HP, WalMart and many other Fortune 500 companies. Additionally, they create motion picture, television and home entertainment marketing campaigns for studios including Sony, DreamWorks, Twentieth Century Fox, Universal Studios, Paramount Studios, and Warner Brothers. With regard to revenue recognition, Blue Collar receives an agreement from each client to perform defined work. Some agreements are written, some are verbal. Work may include creation of marketing materials and/or content creation. Some work may be short term and take weeks to create and some work may be longer and take months to create. There are instances where customer agreements segregate identifiable obligations (like filming on site vs. film editing and final production) with separate transaction pricing. The performance obligation is generally satisfied upon delivery of such film or production products, at which time revenue is recognized. There are no financing terms or variable transaction prices.

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TPT MedTech: Medical Testing Revenue

 

P2P Asset Activity: TelecomTPT MedTech operates in the Point of Care Testing (“POCT”) market by primarily offering mobile medical testing facilities and software equipped for mobile devices to monitor and manage personalized healthcare.  Services used from our mobile medical testing facilities are billing through credit cards at the time of service.  Revenue is generated from our software platform as users sign up for our mobile healthcare monitor and management application and tests are performed.  If medical testing is in one our own owned facility, the usage of the software application is included in the testing fees.  If the testing is in a non-owned outside contracted facility, fees are generated from the usage of the software application on a per test basis and billed monthly.

 

Port 2 Port Communications (P2P)TPT MedTech also offers various products.  One is to build and sell its mobile testing facilities called QuikLABs designed for mobile testing.  This is used by TPT MedTech for its own testing services.  Another is to build customized mobile gyms for exercising.  This is sold to third parties.  Another is medical equipment, one of which is a U.S. domestic minutes provider that sells wholesale long distance domestic telecom minutessanitizing unit called SANIQuik which is used as a safe and flexible way to other domestic U.S. carriers. Asanitize providing an additional routine to hand washing and facial coverings.  The SANIQuik has not yet been approved for sale in the United States but has in some parts of the European community.  Revenues from these products are recognized when a product is delivered, the sales transaction considered closed and accepted by a customer.  When deposits are received for which a product has not been delivered, it is recognized as deferred revenue.  Deferred revenue as of December 31, 2023 and 2022 was $0 and $0, respectively. There are no financing terms or variable transaction prices for either of these products. There was no revenue for TPT MedTech for 2023 and it would take an infusion of capital to restart this revenue stream.

SDM: Ecommerce, Email Marketing and Web Design Services

SDM generates revenue by providing ecommerce, email marketing and web design solutions to small and large commercial businesses, complete with monthly software support, updates and maintenance. Services are billed monthly. There are no financing terms or variable transaction prices. Platform infrastructure support is a prepaid service billed in monthly recurring increments. The services are billed a month in advance and due prior to services being rendered. The revenue is deferred when invoiced and booked in the month the service is definedprovided. There is no deferred revenue at December 31, 2023 and 2022. Software support services (including software upgrades) are billed in real time, on the first of the month. Web design service revenues are recognized upon completion of specific projects. Revenue is booked in the month the services are rendered and payments are due on the final day of the month. There are usually no contract revenues that are deferred until services are performed. There was no revenue for SDM for 2023 and it would take an infusion of capital to restart this revenue stream.

K Telecom: Prepaid Phones and SIM Cards Revenue

K Telecom generates revenue from reselling prepaid phones, SIM cards, and rechargeable minute traffic for prepaid phones to its customers (primarily retail outlets). Product sales occur at the customer’s locations, at which time delivery occurs and cash or check payment is received. The Company recognizes the revenue when they receive payment at the time of delivery. There are no financing terms or variable transaction prices. There was no revenue for K Telecom for 2023 and it would take an infusion of capital to restart this revenue stream.

Copperhead Digital: ISP and Telecom Revenue

Copperhead Digital operated as wholesalea regional internet and telecom minuteservices provider operating in Arizona under the trade name Trucom.  Although there are currently no customers and it will take capital to reopen this revenue stream, Copperhead Digital operated as a wireless telecommunications Internet Service Provider (“ISP”) facilitating both residential and commercial accounts. Copperhead Digital’s primary business model was subscription based, on a per-minutepre-paid monthly reoccurring revenues, from wireless delivered, high-speed internet connections. In addition, the company resold third-party satellite and per-destination rate basis. A series of services for P2P would be substantially the sameDSL internet and would include a pattern of transfers of services to a customer on a per-minute flat rate basis for all destinations in a specified geographic.IP telephony services. Revenue generated from sales of minutetelecommunications services was recognized as the transaction with the customer is considered closed and the customer received and accepted the services that were the result of the transaction. There are no financing terms or variable transaction prices. Due date was detailed on monthly invoices distributed to customer. Services billed monthly in advance were deferred to the proper period as needed. Deferred revenue was contract liabilities for cash received before performance obligations for monthly services are satisfied. Certain of its products required specialized installation and equipment. For telecom products that included installation, if the installation met the criteria to be considered a separate element, product revenue was recognized upon delivery, and installation revenue was recognized when weekly invoices are generatedthe installation was complete. The Installation Technician collected the signed quote containing terms and distributed.conditions when installing the site equipment at customer premises.

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Revenue for installation services and equipment was billed separately from recurring ISP and telecom services and was recognized when equipment was delivered, and installation was completed. Revenue from ISP and telecom services was recognized monthly over the contractual period, or as services were rendered and accepted by the customer.

 

Share-based CompensationRevenue was recognized when transactions occurred. Since installation fees were generally small relative to the size of the overall contract and because most contracts were for a year or less, the impact of not recognizing installation fees over the contract was immaterial. There was no revenue for Copperhead Digital for 2023 and it would take an infusion of capital to restart this revenue stream.

 

WeUse of Estimates and Critical Estimates

The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that are requiredconsidered critical and that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates. The Company’s consolidated financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented. 

The Company estimates the fair values of derivative financial instruments using the Monte Carlo model. Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates (such as volatility, estimated life and interest rates) that may, and are likely to, measurechange over the duration of the instrument with related changes in internal and recognizeexternal market factors. In addition, option-based techniques are highly volatile and sensitive to changes in the trading market price of our common stock, which has a high-historical volatility. Since derivative financial instruments are initially and subsequently carried at fair values, the Company’s operating results will reflect the volatility in these estimate and assumption changes.

Based on historical experience, management generally considers the collection risk related to these accounts receivable to be low. However, when events or conditions indicate that the amounts outstanding may become uncollectible, an allowance is estimated and recorded, especially for amounts over 60 days past due.

Share-based Compensation

The Company measures and recognizes compensation expense for all share-based payment awards (including stock options) made to employees and directors based on estimated fair value. Compensation expense for equity-classified awards is measured at the grant date based on the fair value of the award and is recognized as an expense in earnings over the requisite service period.

 

We record compensation expense related to non-employees that are awarded stock in conjunction with selling goods or services and recognize compensation expenses over the vesting period of such awards.

 

In June 2018, the FASB issued ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, which amends ASC 718, Compensation – Stock Compensation. This ASU requires that most of the guidance related to stock compensation granted to employees be followed for non-employees, including the measurement date, valuation approach, and performance conditions. The expense is recognized in the same period as though cash were paid for the good or service. The effective date is the first quarter of fiscal year 2020, with early adoption permitted, including in interim periods. The ASU has been adopted using a modified-retrospective transition approach. The adoption is not considered to have a material effect on the consolidated financial statements.

 

Income Taxes

 

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in our income tax provision in the period of enactment.

 

We recognize deferred tax assets to the extent that we believe that these assets are more likely than not to be realized. In making such a determination, we consider all available positive and negative evidence, including future reversal of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations, including taxable income in carryback periods. If we determine that we would be able to realize our deferred tax assets in the future in excess of their net recorded amount, we would make an adjustment to the deferred tax asset valuation allowance, which would reduce our income tax provision.

 

We account for uncertain tax positions using a “more-likely-than-not” recognition threshold. We evaluate uncertain tax positions on a quarterly basis and consider various factors, including, but not limited to, changes in tax law, the measurement of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit, new audit activity and changes in facts or circumstances related to a tax position.

 

During November 2015, the FASB issued Accounting Standards Update No. 2015-17, ASU 2015-17, Balance Sheet Classification of Deferred Taxes, which simplifies the presentation of deferred income taxes. ASU 2015-17 requires that deferred tax assets and liabilities be classified as non-current in a statement of financial position. We adopted ASU 2015-17 effective December 31, 2015.

 

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It is our policy to record costs associated with interest and penalties related to tax in the selling, general and administrative line of the consolidated statements of operations.

 

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Goodwill and Intangible Assets

 

Goodwill relates to amounts that arose in connection with our various business combinations and represents the difference between the purchase price and the fair value of the identifiable tangible and intangible net assets when accounted for using the acquisition method of accounting. Goodwill is not amortized, but it is subject to periodic review for impairment.

We test goodwill and other intangible assets with indefinite lives at the reporting unit levelbalances for impairment on an annual basis and between annual tests, if events and circumstances indicate it is more likely than not that the fair valueas of a reporting unit is less than its carrying value. Events that would indicate potentialDecember 31st or whenever impairment and trigger an interim impairment assessment include, but are not limited to, current economic and market conditions, including a decline in market capitalization, a significant adverse change in legal factors, business climate or operational performance of the business and an adverse action or assessment by a regulator.

In performing the annual goodwill impairment test, weindicators arise. We utilize the two-step approach. The first step, or Step 1, requires a comparison of the carrying value of each reporting unit to its estimated fair value. To estimate the fair value of ourseveral reporting units in evaluating goodwill for Step 1, we useimpairment using a quantitative assessment, which uses a combination of the incomea guideline public company market-based approach the market comparable approach and the market transaction approach. The income approach is based on a discounted cash flow analysis, or DCF approach, and calculates the fair value by estimating the after-tax cash flows attributable to a reporting unit and then discounting the after-tax cash flows to a present value, using a risk-adjusted discount rate. Assumptions used in the DCF approach require the exercise of significant judgment, including judgment about appropriate discount rates and terminal values, growth rates and the amount and timing of expected future cash flows.income-based approach. The forecasted cash flows are based on our most recent operating activities and assumed growth rates. We believe our assumptions are consistent with the plans and estimates used to manage the underlying businesses. The discount rates, which are intended to reflect the risks inherent in future cash flow projections, used in the DCF approach are based on estimates of the weighted-average cost of capital, or WACC, of market participants relative to each respective reporting unit. The market approaches consider comparable and transactional market data based on multiples of revenue or earnings before interest, taxes, depreciation and amortization, or EBITDA, based on trading multiples of selected guidelines companies and deal multiples of selected target companies.

Ifquantitative assessment considers whether the carrying valueamount of a reporting unit exceeds its estimated fair value, we are required to perform the second step, or Step 2, of the annual goodwill impairment test to measure the amount of impairment loss, if any. Step 2 of the goodwill impairment test compares the implied fair value of a reporting unit’s goodwill to its carrying value. The implied fair value of goodwill is calculated as the difference between the fair value of the reporting unit and the estimated fair value of its assets and liabilities. To the extent this amount is below the carrying value of goodwill,in which case an impairment charge is recorded to write down the extent the reporting unit’s carrying value toexceeds its impliedfair value. Based on our impairment testing, we recorded impairment charges of $0 and $104,657 of goodwill during the years ended December 31, 2023 and 2022, respectively.

 

Impairment of Other Long-lived Tangible and Intangible Assets

 

Our intangible assets consist primarily of customer relationships, developed technology, favorable leases, trademarks and developed technology.the film library. The majority of our intangible assets were recorded in connection with our various business combinations. Our intangible assets are recorded at fair value at the time of their acquisition.  We amortize intangibleIntangible assets are amortized over their estimated useful lives.

The estimatedlife on a straight-line basis. Estimated useful lives of the individual categories of intangible assets were based on the nature of the applicable intangible asset and the expected future cash flows to be derived from the intangible asset. Amortization of intangible assets with finite lives is recognized over the shorter of the respective lives of the agreement orare determined considering the period of time the intangible assets are expected to contribute to future cash flows. We amortize our finite-lived intangible assets based on patterns on whichevaluate the respective economic benefits are expected to be realized. We amortize the

majorityrecoverability of our intangible assets on a straight-line basis from three to nine years, as this methodology most closely approximates the pattern of economic benefits for these assets.

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We evaluate long-lived tangibleperiodically and intangible assets whenevertake into account events or changes in circumstances that warrant revised estimates of useful lives or that indicate that the carrying amount of an asset may not be recoverable. If indicators of impairment are present with respect to long-lived tangible and intangible assets used in operations and undiscounted future cash flows are not expected to be sufficient to recover the assets’ carrying amount, additional analysis is performed as appropriate and the carrying value of the long-lived assets is reduced to the estimated fair value, if this is lower, and an impairment loss is charged to expense in the period the impairment is identified. Factors we generally consider important which could trigger an impairment review on the carrying value of other long-lived tangible and intangible assets include the following: (1) significant underperformance relative to expected historical or projected future operating results, (2) significant changes in the manner of our use of acquired assets or the strategy for our overall business, (3) underutilization of our tangible assets, (4) discontinuance of product lines by ourselves or our customers, (5) significant negative industry or economic trends, (6) significant decline in our stock price for a sustained period, (7) significant decline in our market capitalization relative to net book value and (8) goodwill impairment identified during an impairment review.exists. 

Business Acquisitions

Our business acquisitions have historically been made at prices above the fair value of the assets acquired and liabilities assumed, resulting in goodwill or some identifiable intangible asset. Significant judgment is required in estimating the fair value of intangible assets and in assigning their respective useful lives. The fair value estimates are based on available historical information and on future expectations and assumptions deemed reasonable by management but are inherently uncertain.

We generally employ the income method to estimate the fair value of intangible assets, which is based on forecasts of the expected future cash flows attributable to the respective assets. Significant estimates and assumptions inherent in the valuations reflect a consideration of other marketplace participants and include the amount and timing of future cash flows (including expected growth rates and profitability), the underlying product life cycles, economic barriers to entry, a brand’s relative market position and the discount rate applied to the cash flows. Unanticipated market or macroeconomic events and circumstances may occur, which could affect the accuracy or validity of the estimates and assumptions.

 

Net assets acquired are recorded at their fair value and are subject to adjustment upon finalization of the fair value analysis.  

 

Long-Lived Assets

We periodically review the carrying amount of our depreciable long-lived assets for impairment which include property and equipment, intangible assets and right of use assets. An asset is considered impaired when estimated future cash flows are less than the carrying amount of the asset. In the event the carrying amount of such asset is not considered recoverable, the asset is adjusted to its fair value. Fair value is generally determined based on discounted future cash flow.  We did not have to make any adjustments as of December 31, 2023.  As of December 31, 2022, we adjusted the net book values of the equipment of TPT SpeedConnect, all intangibles, and the right of use assets as it became doubtful given that the estimated future cash flows would recover the net book values.  We recorded impairment expenses of $7,283,276 for the year ended December 31, 2022 comprised of $954,119 for property and equipment, $3,000,013 for intangibles, $3,224,487 for right of use assets and $104,657 for good will.

Leases

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) and subsequent amendments to the initial guidance: ASU 2017-13, ASU 2018-10, ASU 2018-11, ASU 2018-20 and ASU 2019-01 (collectively, Topic 842). Topic 842 requires lessees to classify leases as either finance or operating leases and to record a right-of-use asset and a lease liability for all leases with a term greater than 12 months regardless of the lease classification. We adopted Topic 842 using the effective date, January 2019, as the date of our initial application of the standard. Consequently, financial information for the comparative periods has been updated. Our finance and operating lease commitments are subject to the new standard, and we recognize as finance and operating lease liabilities and right-of-use assets. 

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Research and Development

Our research and development programs focus on telecommunications products and services. Research and development costs are expensed as incurred. Any payments received from external parties to fund our research and development activities reduce the recorded research and development expenses.

 

Basic and Diluted Net Loss Per Share

The Company computes net income (loss) per share in accordance with ASC 260, “Earning per Share””. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholder (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As of December 31, 2023, the Company had shares that were potentially common stock equivalents as follows:

Convertible Promissory Notes

73,476,125,073

Series A Preferred Stock (1)

175,986,864,598

Series B Preferred Stock

2,588,693

Series D Preferred Stock (2)

923,742,574

Series E Preferred Stock (3)

40,465,485,149

290,983,922,753

_______________

1.

As of December 31, 2023, by amendment, holder of the Series A Preferred Stock which is Stephen J. Thomas, is guaranteed upon date of conversion to 60% of the common shares computed to include all projected conversions of all convertible debt and any other classes of Preferred Stock as if the conversions had taken place at the stated conversion price per share (i.e. for the avoidance of doubt – “fully diluted” as if such conversion had occurred prior to the Series A conversion.) The Company would have to authorize additional shares for this to occur as only 4,500,000,000, as of December 31, 2023, shares are currently authorized. Subsequently, the Company increased the authorized common shares to 15,000,000,000.

2.

Holders of the Series D Preferred Stock may decide after 12 months to convert to common stock @ 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00. There is also an automatic conversion of the Series D Preferred Stock without consent of holders upon any national exchange listing approval and the registration effectiveness of common stock underlying the conversion rights. The automatic conversion to common from Series D Preferred shall be @ 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00.

3.

Holders of the Series E Preferred Stock may decide after 12 months to convert to common stock @ 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00. There is also an automatic conversion of the Series E Preferred Stock without consent of holders upon any national exchange listing approval and the registration effectiveness of common stock underlying the conversion rights. The automatic conversion to common from Series E Preferred shall be @ 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00.

In the event of default under some of the notes, the conversion rates change significantly, allowing certain noteholders to convert at a greater discount to the market, which results in amounts of issuable shares which cannot be determined at this time.  An estimate of the issuable shares is reflected below.

Derivative Financial Instruments

Derivative financial instruments, as defined in ASC 815, “Accounting for Derivative Financial Instruments and Hedging Activities”, consist of financial instruments or other contracts that contain a notional amount and one or more underlying (e.g. interest rate, security price or other variable), require no initial net investment and permit net settlement. Derivative financial instruments may be free-standing or embedded in other financial instruments. Further, derivative financial instruments are initially, and subsequently, measured at fair value and recorded as liabilities or, in rare instances, assets.

The Company does not use derivative financial instruments to hedge exposures to cash-flow, market or foreign-currency risks. However, the Company had issued financial instruments including convertible promissory notes payable with features during 2019 that were either (i) not afforded equity classification, (ii) embody risks not clearly and closely related to host contracts, or (iii) may be net-cash settled by the counterparty. As required by ASC 815, in certain instances, these instruments are required to be carried as derivative liabilities, at fair value, in our financial statements. 

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The Company estimates the fair values of derivative financial instruments using the Monte Carlo model. Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates (such as volatility, estimated life and interest rates) that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques are highly volatile and sensitive to changes in the trading market price of our common stock, which has a high-historical volatility. Since derivative financial instruments are initially and subsequently carried at fair values, the Company’s operating results will reflect the volatility in these estimate and assumption changes.

The Company issued convertible promissory notes which are convertible into common stock, at holders’ option, at a discount to the market price of the Company’s common stock. The Company has identified the embedded derivatives related to these notes relating to certain anti-dilutive (reset) provisions. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of debenture and to fair value as of each subsequent reporting date.

As of December 31, 2023, the Company marked to market the fair value of the debt derivatives and determined a fair value of $9,827,723 ($9,786,906 from the convertible notes and $40,817 from the warrants) in Note 8. The Company recorded an expense of $5,436,087 and $650,071 from change in fair value of debt derivatives for the years ended December 31, 2023 and 2022, respectively. The fair value of the embedded derivatives was determined using Monte Carlo simulation method based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 214.2% to 558.3%, (3) weighted average risk-free interest rate of 4.01% to 5.26% (4) expected life of .167 to 3.08 years, and (5) the quoted market price of $0.001 for the Company’s common stock.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Act of 1934 and are not required to provide the information under this item.

 

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

 

TPT GLOBAL TECH, INC.

 

CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 20182023 and 20172022

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID: 3627)

F-1 – F-2

F-1

CONSOLIDATED BALANCE SHEETS

F-3 – F-4

F-2

CONSOLIDATED STATEMENTS OF OPERATIONS

F-5

F-4

CONSLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

F-6

F-5

CONSOLIDATED STATEMENTS OF CASH FLOWS

F-7 – F-8

F-7

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

F-9 – F-39

 
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NOTES TO FINANCIAL STATEMENTSF-9

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Shareholders of TPT Global Tech, Inc.:

 

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of TPT Global Tech, Inc. (“the Company”) as of December 31, 20182023 and 2017,2022, the related consolidated statements of operations, stockholders’ deficit, and cash flows for each of the years in the two-year period ended December 31, 20182023 and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 20182023 and 2017,2022, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2018,2023, in conformity with accounting principles generally accepted in the United States of America.

 

Explanatory Paragraph Regarding Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency whichthat raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.  Such procedures included examining on a test basis, evidence regarding the amounts and disclosures in the financial statements.  Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.  We believe that our audits provide a reasonable basis for our opinion.

 

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) related to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgements. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

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Determination and Valuation of Derivative Liabilities

Critical Audit Matter Description

As described further in Note 6 of the consolidated financial statements, during the year ended December 31, 2023 and in prior periods, the Company issued convertible notes and warrants that required management to assess whether the conversion features of the convertible notes required bifurcation and separate valuation as a derivative liability and whether the warrants required accounting as derivative liabilities. The Company determined that the conversion features of certain of its convertible notes and certain warrants issued in financing arrangements required to be accounted for as derivative liabilities due to: (1) certain conversion features did not contain an explicit limit on the number of shares to be delivered in share settlement; and (2) the fact the Company could not assert it had sufficient authorized but unissued shares available to settle certain instruments considering all other stock-based commitments. The derivative liabilities were recorded at fair value when issued and subsequently re-measured to fair value upon settlement or at the end of each reporting period.  The Company utilized valuation models to determine the fair value of the derivative liabilities depending on the features embedded in the instruments.  These models use certain assumptions related to exercise price, term, expected volatility, and risk-free interest rate.

We identified auditing the determination and valuation of the derivative liabilities as a critical audit matter due to the significant judgements used by the Company in determining whether the embedded conversion features and warrants required derivative accounting treatment and the significant judgements used in determining the fair value of the derivative liabilities. Auditing the determination and valuation of the derivative liabilities involved a high degree of auditor judgement, and specialized skills and knowledge were needed.

How the Critical Audit Matter was Addressed in the Audit

Our audit procedures related to the following:

·

We inspected and reviewed debt agreements, warrant agreements, conversion notices, and settlement agreements to evaluate the Company's determination of whether derivative accounting was required, including assessing and evaluating management's application of relevant accounting standards to such transactions.

·

We evaluated the reasonableness and appropriateness of the choice of valuation model used for each specific derivative instrument.

·

We tested the reasonableness of the assumptions used by the Company in the valuation models, including exercise price, term, expected volatility, and risk-free interest rate.

·

We tested the accuracy and completeness of data used by the Company in developing the assumptions used in the valuation models.

·

We developed an independent expectation for comparison to the Company's estimate, which included developing our own valuation model and assumptions.

Professionals with specialized skill and knowledge were utilized by the Firm to assist in the evaluation of the valuation models deployed by management.

/s/ Sadler, Gibb & Associates, LLC

 

We have served as the Company’s auditor since 20162016.

 

Salt Lake City,Draper, UT

AprilMay 10, 20192024 

 

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TPT Global Tech, Inc.

Consolidated Balance Sheets

 

Assets

  
 As of
 December 31,
 2018 2017

 

December 31,

 

    

 

2023

 

 

2022

 

CURRENT ASSETS        

 

 

 

 

 

Cash and cash equivalents $31,786  $36,380 

 

$17,454

 

$59,630

 

Accounts receivable, net  48,922   25,385 

 

27,753

 

5,808

 

Accounts receivable – related party

 

 

265,273

 

Prepaid expenses and other current assets  36,111   14,059 

 

15,134

 

20,813

 

Assets held for sale

 

 

 

 

 

616,263

 

Total current assets $116,819  $75,824 

 

60,341

 

967,787

 

NON-CURRENT ASSETS        

 

 

 

 

 

Property and equipment, net $3,046,942  $2,814,067 

 

 

2,455

 

Intangibles, net  6,671,582   5,754,933 
Goodwill  924,361   70,995 
Deposits and other assets  62,013   57,469 

 

 

44,288

 

 

 

60,998

 

Total non-current assets $10,704,898  $8,697,464 

 

44,288

 

63,453

 

        

 

 

 

 

 

 

 

 

TOTAL ASSETS $10,821,717  $8,773,288 

 

$104,629

 

 

$1,031,240

 

 

Liabilities and Stockholders'LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities    
Accounts payable and accrued expenses $4,687,652  $2,401,028 
     Accrued interest on debt  306,318   182,452 
     Current portion of debt – third party  716,936   195,106 
     Current portion of debt – third party, convertible  10,000   —   
     Current portion of debt – related party, net of discount  9,137,982   7,557,590 
     Current portion of debt – related party, convertible  202,688   250,000 
 Customer liability  338,725   338,725 
Capital leases  111,704   101,347 
Capital leases – related party  449,103   449,103 
Accrued interest related to capital leases  176,457   135,217 
Vehicle leases  —     5,195 
Deferred revenue  6,450   10,925 
       Total current liabilities $16,144,015  $11,626,688 
         
         
NON-CURRENT LIABILITIES        
Long term portion:        
              Debt – third party, net of current portion $5,000  $2,819 
              Debt – related party, convertible, net of current portion  599,200   62,000 
       Total non-current liabilities  604,200   64,819 
 Total liabilities $16,748,215  $11,691,507 
         
Commitments and contingencies – See Note 8
 
  —     —   

Current liabilities

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$12,302,880

 

 

$10,084,058

 

Deferred revenue

 

 

58,564

 

 

 

75,556

 

Customer liability

 

 

338,725

 

 

 

338,725

 

Loans, advances and factoring agreements

 

 

642,158

 

 

 

902,809

 

Convertible notes payable, net of discounts

 

 

3,368,259

 

 

 

3,054,869

 

Notes payable – related parties, net of discounts

 

 

5,326,049

 

 

 

4,762,579

 

Convertible notes payable – related party, net of discounts

 

 

553,100

 

 

 

553,100

 

Derivative liabilities

 

 

9,827,723

 

 

 

4,822,398

 

Current portion of operating lease liabilities

 

 

8,397,043

 

 

 

5,897,274

 

Financing lease liability – related party

 

 

738,847

 

 

 

710,776

 

Liabilities held for sale

 

 

 

 

 

717,414

 

Total current liabilities

 

 

41,553,349

 

 

 

31,919,558

 

 

 

 

 

 

 

 

 

 

NON-CURRENT LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans, advances and factoring agreements, net of current portion and discounts

 

 

 

 

 

144,460

 

Operating lease liabilities, net of current portion

 

 

680,187

 

 

 

1,932,599

 

Total non-current liabilities

 

 

680,187

 

 

 

2,077,059

 

Total liabilities

 

$42,233,536

 

 

$33,996,617

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

F-2 
Table of Contents

 Stockholders' DEFICIT
 
Preferred stock, $.001 par value 100,000,000 shares authorized:
        
         
Convertible Preferred Series A, 1,000,000 designated - 1,000,000 shares issued and outstanding as of December 31, 2018 and 2017 $1,000  $1,000 
Convertible Preferred Series B, 3,000,000 designated - 2,588,693 shares issued and outstanding as of December 31, 2018 and 2017  2,589   2,589 
Convertible Preferred Series C – 3,000,000 shares designated, zero shares issued and outstanding as of December 31, 2018 and 2017  —     —   
Common stock, $.001 par value, 1,000,000,000 shares authorized, 136,953,904 shares issued and outstanding as of December 31, 2018 and December 31, 2017  136,954   136,954 
Subscriptions payable  168,006   25,235 
Additional paid-in capital  12,567,881   10,341,442 
Accumulated deficit  (18,802,928)  (13,425,439)
Total stockholders' deficit  (5,926,498)  (2,918,219)
         
Total liabilities and stockholders' DEFICIT $10,821,717  $8,773,288 

See accompanying notes to consolidated financial statements.

 

F-3 
 
F-3

Table of Contents

TPT Global Tech, Inc.

Consolidated Statements of OperationsBalance Sheets - CONTINUED

 

 

 

December 31,

 

 

December 31,

 

 

 

2023

 

 

2022

 

MEZZANINE EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

Convertible Preferred Series A, 1,000,000 designated - 1,000,000 shares issued and outstanding as of December 31, 2023 and 2022

 

$42,983,742

 

 

$42,983,742

 

Convertible Preferred Series B, 3,000,000 designated - 2,588,693 shares issued and outstanding as of December 31, 2023 and 2022

 

 

1,677,473

 

 

 

1,677,473

 

Convertible Preferred Series C – 3,000,000 shares designated, zero shares issued and outstanding as of December 31, 2023 and 2022

 

 

 

 

 

 

Convertible Preferred Series D – 10,000,000 shares designated, 46,649 shares issued and outstanding as of December 31, 2023 and 2022

 

 

244,592

 

 

 

244,592

 

Convertible Preferred Series E – 10,000,000 shares designated,  2,043,507 shares issued and outstanding as of December 31, 2023 and 2022, respectively

 

 

13,344,101

 

 

 

13,344,101

 

Total mezzanine equity

 

$58,249,908

 

 

$58,249,908

 

 

     
  For the years ended December 31,
  2018 2017
     
Revenues:        
   Products $119,860  $490,241 
   Services  817,209   1,624,919 
Total Revenues $937,069  $2,115,160 
         
COST OF SALES:        
   Products $121,904  $479,034 
   Services  1,627,130   1,685,235 
Total Costs of Sales $1,749,034  $2,164,269 
Gross profit (loss) $(811,965) $(49,109)
 EXPENSES:        
Sales and marketing $58,712  $212,468 
Professional  1,695,053   592,456 
Payroll and related  802,142   467,599 
General and administrative  802,772   700,578 
Depreciation  213,823   175,492 
Amortization  760,350   963,843 
                Total expenses $4,332,852  $3,112,436 
         
OTHER INCOME (EXPENSE)        
Impairment of intangible assets  —     (471,083)
Interest expense  (232,672)  (174,773)
                 Total other income expenses $(232,672) $(645,856)
         
Net loss before income taxes  (5,377,489)  (3,807,401)
Income taxes  —     —   
NET LOSS $(5,377,489) $(3,807,401)
         
Loss per common shares-basic and diluted $(0.04) $(0.03)
         
Weighted-average common shares outstanding-basic and diluted  136,953,904   136,953,904 
         

See accompanying notes to consolidated financial statements

F-4 
Table of Contents

STOCKHOLDER’S DEFICIT

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock, $0.001 par value, 4,500,000,000 shares authorized, 2,456,634,910 and 1,256,900,534 as of December 31, 2023 and 2022, respectively

 

$2,456,635

 

 

$1,256,901

 

Subscriptions payable (receivable)

 

 

(3,265)

 

 

26,910

 

Additional paid-in capital

 

 

14,706,236

 

 

 

13,966,895

 

Accumulated deficit

 

 

(116,837,671)

 

 

(106,418,722)

Total TPT Global Tech, Inc. Stockholders’ deficit

 

 

(99,678,065)

 

 

(91,168,016)

Non-controlling interests

 

 

(700,750)

 

 

(47,269

 

Total stockholders' deficit

 

 

(100,378,815)

 

 

(91,215,285)

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

 

$104,629

 

 

$1,031,240

 

 

TPT Global Tech, Inc.

Consolidated Statements OF Stockholders' DEFICIT

For the years ended December 31, 2018 and 2017

  Series A Preferred Stock Series B Preferred Stock Common Stock Subscriptions 

Additional

Paid-in

 Accumulated  
  Shares Amount Shares Amount Shares Amount Payable (Receivable) Capital Deficit Total
Balance as of December 31, 2016  1,000,000  $1,000   2,588,693  $2,589   136,953,904  $136,954  $37,500  $9,654,453  $(9,618,038) $214,458 
                                         
Common stock contributed by officer for subscriptions payable                          (7,500)  7,500   —     —   
                                         
Cash received for common stock to be contributed by officer  —     —     —     —     —     —     5,000   65,000   —     70,000 
Issue of Stock Options  —     —     —     —     —     —     —     9,124   —     9,124 
Common Stock Receivable for cancelled acquisition  —     —     —     —     —     —     (3,265)  3,265   —     —   
Common stock contributed by officer for pending acquisition  —     —     —     —     —     —     (6,500)  6,500   —     —   
Common stock contributed by officer for acquisition of ViewMe Live assets  —     —     —     —     —     —     —     595,600   —     595,600 
Net loss  --- —   —     —     —     —     —     —     —    $(3,807,401) $(3,807,401)
Balance as of December 31, 2017  1,000,000  $1,000   2,588,693  $2,589   136,953,904  $136,954  $25,235  $10,341,442  $(13,425,439) $(2,918,219)
                                         

See accompanying notes to consolidated financial statements

F-5 
Table of Contents

TPT Global Tech, Inc.

Consolidated Statements OF Stockholders' DEFICIT- Continued

For the years ended December 31, 2018 and 2017

   

Series A

Preferred Stock

   

Series B

Preferred Stock

 Common Stock   Subscriptions   Additional Paid-in   Accumulated 
   Shares  Amount   Shares   Amount   Shares   Amount   Payable (Receivable)   Capital   Deficit   Total 

Balance as of

December 31, 2017

  1,000,000  $1,000   2,588,693  $2,589   136,953,904  $136,954  $25,235  $10,341,442  $(13,425,439) $(2,918,219)
                                         
Common stock contributed by officer for services  —     —     —     —     —     —     169,271   729,252   —     898,523 
Issuance of stock options for services  —     —     —     —     —     —         256,187   —     256,187 
Conversion of debt for subscription payable  —     —     —     —     —     —     2,000   —     —     2,000 
Cash received for acquisition of common shares  —     —     —     —     —     —     —     367,500   —     367,500 
                                         
Common stock contributed by officer for subscription payable  —     —     —     —     —     —     (35,000)  35,000   —     —   
Common stock contributed by officer for acquisition of Blue Collar  —     —     —     —     —     —     6,500   838,500   —     845,000 
                                         
Net Loss  —     —     —     —     —     —     —     —    $(5,377,489) $(5,377,489)
                                         

Balance as of

December 31, 2018

  1,000,000  $1,000   2,588,693  $2,589   136,953,904  $136,954  $168,006  $12,567,881  $(18,802,928) $(5,926,498)

See accompanying notes to consolidated financial statements.

F-6 
 
F-4

Table of Contents

 

TPT Global Tech, Inc.

Consolidated Statements of Cash FlowsOperations

 

  For the years ended December 31,
  

2018

 

2017

 

Cash flows from operating activities:

        
Net loss $(5,377,489)  (3,807,401)
Adjustments to reconcile net loss to net cash used in operating activities:        

 

Depreciation

  213,823   175,492 
           Amortization  760,350   963,843 
           Accretion of interest  29,681   —   
           Impairment of intangible assets  —     471,083 
           Bad debt expense  —     38,022 
           Share-based compensation: Common stock  864,079   —   
                                                         Stock options  256,187   9,124 
     Changes in operating assets and liabilities:        
           Decrease (increase) in accounts receivable  232,218   21,449 
           Decrease (increase) in prepaid expenses and other assets  19,805   182,332 
           Increase in accounts payable and accrued expenses  1,482,590   1,137,470 
           Increase in customer liability  —     89,375 
           Increase (decrease) in other liabilities  602,349   (31,197)
              Net cash used in operating activities $(916,407)  (750,408)
         
Cash flows from investing activities:        
           Acquisition of property and equipment $(1,336)  —   
           Net cash received from acquisition  41,950   —   
              Net cash provided by investing activities $40,614   —   
         
         
Cash flows from financing activities:        
           Proceeds from stock subscriptions  367,500   70,000 
           Proceeds from debt – related party  574,694   637,600 
           Proceeds from debt – third party  20,000   107,635 
           Payments for debt and leases  (76,136)  (111,495)
           Payments on leases  (14,859)  (10,238)
Net cash provided by financing activities $871,199   693,502 
         
         
Net decrease in cash $(4,594)  (56,906)
Cash and cash equivalents - beginning of period $36,380   93,286 
         
Cash and cash equivalents - end of period $31,786   36,380 
         

 

 

For the years ended December 31,

 

 

 

2023

 

 

2022

 

Revenues:

 

 

 

 

 

 

Products

 

$

 

 

$82,000

 

Services

 

 

3,297,916

 

 

 

7,227,996

 

Total Revenues

 

 

3,297,916

 

 

 

7,309,996

 

 

 

 

 

 

 

 

 

 

COST OF SALES:

 

 

 

 

 

 

 

 

Products

 

 

 

 

 

27,882

 

Services

 

 

2,335,775

 

 

 

5,770,149

 

Total Costs of Sales

 

 

2,335,775

 

 

 

5,798,031

 

Gross profit

 

 

962,141

 

 

 

1,511,965

 

OPERATING EXPENSES:

 

 

 

 

 

 

 

 

Professional

 

 

2,009,546

 

 

 

1,174,706

 

Payroll and related

 

 

1,924,185

 

 

 

2,339,223

 

General and administrative

 

 

1,407,997

 

 

 

1,654,264

 

Research and development

 

 

 

 

 

1,750,000

 

Impairment of goodwill and long-lived assets

 

 

 

 

 

7,283,276

 

Depreciation

 

 

2,455

 

 

 

583,897

 

Amortization

 

 

 

 

 

656,228

 

Total operating expenses

 

 

5,344,183

 

 

 

15,441,594

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

 

(4,382,042)

 

 

(13,929,629)

 

 

 

 

 

 

 

 

 

OTHER INCOME (EXPENSE)

 

 

 

 

 

 

 

 

Derivative expense

 

 

(5,436,087)

 

 

(650,071)

(Loss) gain on debt extinguishment

 

 

632,220

 

 

 

(2,248,092)

Interest expense

 

 

(1,759,399)

 

 

(4,755,386)

Other income (loss), net

 

 

418,194

 

 

 

(62,387)

Total other expense

 

 

(6,145,072)

 

 

(7,715,936)

 

 

 

 

 

 

 

 

 

Net loss from continuing operations before income taxes

 

 

(10,527,114)

 

 

(21,645,565)

Income taxes

 

 

 

 

 

 

Net loss from continuing operations

 

 

(10,527,114)

 

 

(21,645,565)

Discontinued operations:

 

 

 

 

 

 

 

 

Net income from discontinued operations

 

 

(577)

 

 

(104,355)

Gain on disposal of discontinued operations

 

 

126,101

 

 

 

 

Net income (loss) from discontinued operations

 

 

125,524

 

 

 

(104,355)

Net loss before non-controlling interests

 

 

(10,401,590)

 

 

(21,749,920)

Net (loss) income attributable to non-controlling interests

 

 

(17,359)

 

 

119,777

 

Deemed dividend related to modification of series A Preferred Stock

 

 

 

 

 

(39,866,742

 

Net loss attributable to TPT Global Tech, Inc. Shareholders

 

$(10,418,949)

 

$(61,496,885)

 

 

 

 

 

 

 

 

 

Loss per common share-basic and diluted:

 

 

 

 

 

 

 

 

Continuing operations

 

$(0.01)

 

$(0.06)

Discontinued operations

 

 

0.00

 

 

 

(0.00)

 

 

$(0.01)

 

$(0.06)

Weighted-average common shares outstanding-basic and diluted

 

 

1,781,846,679

 

 

 

980,582,964

 

 

See accompanying notes to consolidated financial statementsstatements.

 

F-7 
 
F-5

Table of Contents

 

TPT Global Tech, Inc.

CONSOLIDATED STATEMENTSConsolidated Statements of Stockholders' Deficit

OF CASH FLOWSFor the years ended December 31, 2023 and 2022

 

 

Common Stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares

 

 

Amount

 

 

Subscriptions Payable (Receivable)

 

 

Additional Paid-in Capital

 

 

Accumulated Deficit

 

 

Non-Controlling Interest

 

 

Total Stockholders’ Deficit

 

Balance as of December 31, 2021

 

 

923,029,038

 

 

$923,029

 

 

$5,610

 

 

$12,860,873

 

 

$(44,921,837)

 

$69,302

 

 

$(31,063,023)

Common stock subscribed for services or subscription payable

 

 

 

 

 

 

 

 

21,300

 

 

 

 

 

 

 

 

 

 

 

 

21,300

 

Acquisition of IST

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,206

 

 

 

3,206

 

Common shares issued in exchange for debt

 

 

333,871,496

 

 

 

333,872

 

 

 

 

 

 

1,106,022

 

 

 

 

 

 

 

 

 

1,439,894

 

Modification of Series A Preferred Stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(39,866,742)

 

 

 

 

 

(39,866,742)

Net Loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(21,630,143)

 

 

(119,777)

 

 

(21,749,920)

Balance as of December 31, 2022

 

 

1,256,900,534

 

 

$1,256,901

 

 

$26,910

 

 

$13,966,895

 

 

$(106,418,722)

 

$(47,269)

 

$(91,215,285)

Common stock subscribed for services or subscription payable

 

 

58,830,333

 

 

 

58,830

 

 

 

(30,175)

 

 

70,198

 

 

 

 

 

 

 

 

 

98,853

 

Acquisition of Asberry

 

 

 

 

 

 

 

 

 

 

 

 

 

 

603,859

 

 

 

 

 

 

 

(667,634)

 

 

(63,775)

 Disposition of IST

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(3,206)

 

 

(3,206)

Common shares issued in exchange for debt

 

 

1,140,904,043

 

 

 

1,140,904

 

 

 

 

 

 

65,284

 

 

 

 

 

 

 

 

 

1,206,188

 

Net Loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(10,418,949)

 

 

17,359

 

 

 

(10,401,590)

Balance as of December 31, 2023

 

 

2,456,634,910

 

 

$2,456,635

 

 

$(3,265)

 

$14,706,236

 

 

$(116,837,671)

 

$(700,750)

 

$(100,378,815)

See accompanying notes to consolidated financial statements.

F-6

Table of Contents

TPT Global Tech, Inc.

Consolidated Statements of Cash Flows

 

 

For the years ended December 31,

 

 

 

2023

 

 

2022

 

Cash flows from operating activities:

 

 

 

 

 

 

Net loss

 

$(10,401,590)

 

$(21,749,920)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

Net loss (income) from discontinued operations

 

 

(125,524)

 

 

104,358

 

Depreciation

 

 

2,455

 

 

 

583,897

 

Amortization

 

 

 

 

 

656,228

 

Amortization of debt discounts

 

 

845,565

 

 

 

3,628,718

 

Convertible note payable issued for Asberry Series A Stock

 

 

508,553

 

 

 

 

Promissory note issued for research and development

 

 

 

 

 

1,550,000

 

Loss (gain) on debt extinguishment

 

 

(632,220)

 

 

2,248,092

 

Loss on disposal of property and equipment

 

 

 

 

 

124,849

 

Derivative expense

 

 

5,436,087

 

 

 

650,071

 

Loss on impairment of goodwill and long-lived assets

 

 

 

 

 

7,283,276

 

Common stock subscribed for services

 

 

98,853

 

 

 

21,300

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(21,945)

 

 

96,127

 

Accounts receivable – related party

 

 

 

 

 

(190,179)

Prepaid expenses and other assets

 

 

291,909

 

 

 

230,841)

Accounts payable and accrued expenses

 

 

2,237,919

 

 

 

2,986,646

 

Other liabilities

 

 

(16,992)

 

 

(387,087)

Net change in operating lease assets and liabilities

 

 

1,247,357

 

 

 

1,901,116

 

Net cash used in operating activities from continuing operations

 

 

(529,573)

 

 

(226,493)

Net cash provided by operating activities from discontinued operations

 

 

4,034

 

 

 

35,177

 

Net cash used in operating activities

 

 

(525,539)

 

 

(261,670

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Acquisition of property and equipment, net of sales

 

 

 

 

 

(16,297)

Cash flows from investing activities used continuing operations

 

 

 

 

 

(16,297)

Cash flows from investing activities used in discontinued operations

 

 

 

 

 

(6,450)

Net cash used in investing activities

 

 

 

 

 

(22,747)

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Proceeds from convertible notes payable, loans and advances and factoring agreements

 

 

433,500

 

 

 

1,256,187

 

Proceeds from notes payable – related parties

 

 

166,188

 

 

 

-

 

Payments on convertible notes payable, loans, advances and factoring agreements

 

 

(83,620)

 

 

(1,391,523)

Payments on convertible notes and amounts payable – related parties

 

 

 

 

 

(45,132)

Net cash provided by (used in) financing activities from continuing operations

 

 

516,068

 

 

 

(180,525)

Net cash used in financing activities from discontinued operations

 

 

(32,705)

 

 

(28,671)

Net cash provided by (used in) financing operations

 

 

483,363

 

 

 

(209,196)

Net change in cash

 

 

(42,176)

 

 

(458,436)

Cash and cash equivalents – beginning of period

 

 

59,630

 

 

 

518,066

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents – end of period

 

$17,454

 

 

$59,630

 

See accompanying notes to consolidated financial statements.

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TPT Global Tech, Inc.

Consolidated Statements of Cash Flows - CONTINUED

 

Supplemental Cash Flow Information:

 

Cash used for:

 

 2018 2017

 

2023

 

 

2022

 

Interest expense $11,292  $—   

 

$12,653

 

 

$49,762

 

Taxes $—    $—   

 

$

 

 

$

 

 

Non-Cash Investing and Financing Activity:

 

  2018 2017
Common stock issued for acquisition of Blue Collar $845,000  $—   
Note Payable issued for acquisition, net of discount $1,533,217  $—   
Stock subscription for conversion of debt $2,000  $—   
Acquisition of intangible assets ViewMe Live for note payable and common stock contributed by officer $—    $4,595,600 
Common stock to be contributed by officer for subscriptions payable $—    $7,500 
Common stock contributed by officer for pending acquisition $—    $6,500 
Common stock receivable for cancelled acquisition $—    $3,265 

 

 

2023

 

 

2022

 

Debt discount on convertible promissory notes

 

$572,839

 

 

$1,070,591

 

Common stock issued for conversion of convertible notes

 

$1,206,188

 

 

$1,439,894

 

Series E Preferred ‘stock issued in exchange for debt and payables

 

$

 

 

$13,344,101

 

Deemed dividend related to modification of Series A Preferred Stock

 

$

 

 

$39,866,742

 

Acquisition of net liabilities of Asberry 22 Holdings, Inc.

 

$63,775

 

 

$

 

 

See accompanying notes to consolidated financial statementsstatements.

 

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Table of Contents

 

TPT GLOBAL TECH, INC.

Notes to

Consolidated Financial Statements

December 31, 2023

 

TPT Global Tech, Inc.

Notes to

Consolidated Financial Statements

December 31, 2018

NOTE 1 - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

 

The Company was originally incorporated in 1988 in the state of Florida. TPT Global, Inc., a Nevada corporation formed in June 2014, merged with Ally Pharma US, Inc., a Florida corporation, (“Ally Pharma”, formerly known as Gold Royalty Corporation) in a “reverse merger” wherein Ally Pharma issued 110,000,000 shares of Common Stock, or 80% ownership, to the owners of TPT Global, Inc. in exchange for all outstanding common stock of TPT Global Inc. and Ally Pharma agreed to change its name to TPT Global Tech, Inc. (jointly referred to as “the Company” or “TPTG”).

 

The following acquisitions have resulted in entities which have been consolidated into TPTG. In 2014TPTG since the Company acquired all the assets of K Telecom and Wireless LLC (“K Telecom”) and Global Telecom International LLC (“Global Telecom”). Effective January 31, 2015, TPTG completed its acquisition of 100% of the outstanding stock of Copperhead Digital Holdings, Inc. (“Copperhead Digital”) and Subsidiaries, TruCom, LLC (“TruCom”), Nevada Utilities, Inc. (“Nevada Utilities”) and CityNet Arizona, LLC (“CityNet”). Effective September 30, 2016, the company acquired 100% ownershipreverse merger in San Diego Media Inc. (“SDM”). In October 2017, we entered into agreements to acquire Blue Collar, Inc. (“Blue Collar”) which closed as of September 1, 2018.2014.

Name

 

Herein referred to as

 

Acquisition or Incorporation Date

 

Ownership

TPT Global Tech, Inc.

 

Company or TPTG

 

 

1988

 

 

 

100

%

Copperhead Digital Holdings, Inc.

 

Copperhead Digital or CDH

 

 

2015

 

 

 

100

%

TruCom, LLC

 

TruCom

 

 

2015

 

 

 

100

%

CityNet Arizona, LLC

 

CityNet

 

 

2015

 

 

 

100

%

San Diego Media Inc.

 

SDM

 

 

2016

 

 

 

100

%

Blue Collar Production, Inc.

 

Blue Collar

 

 

2018

 

 

 

100

%

TPT SpeedConnect, LLC

 

TPT SpeedConnect

 

 

2019

 

 

 

86

%

TPT Federal, LLC

 

TPT Federal

 

 

2020

 

 

 

100

%

TPT MedTech, LLC

 

TPT MedTech

 

 

2020

 

 

 

100

%

TPT Strategic, Inc.

 

TPT Strategic

 

 

2020

 

 

 

0

%

QuikLab 1 LLC

 

Quiklab 1

 

 

2020

 

 

 

80

%

QuikLAB 2, LLC

 

QuikLAB 2

 

 

2020

 

 

 

80

%

QuikLAB 3, LLC

 

QuikLAB 3

 

 

2020

 

 

 

80

%

The Fitness Container, LLC

 

Air Fitness

 

 

2020

 

 

 

75

%

TPT Global Tech Asia Limited

 

TPT Asia

 

 

2020

 

 

 

78

%

TPT MedTech UK LTD

 

TPT MedTech UK

 

 

2020

 

 

 

100

%

TPT Global Defense Systems, Inc.

 

TPT Global Defense

 

 

2021

 

 

 

100

%

TPT Innovations Technology, Inc.

 

TPT Innovations

 

 

2021

 

 

 

100

%

TPT Global Caribbean Inc.

 

TPT Caribbean

 

 

2021

 

 

 

100

%

TPT Media and Entertainment, LLC

 

TPT Media and Entertainment

 

 

2021

 

 

 

100

%

VuMe Live, LLC

 

VuMe Live

 

 

2021

 

 

 

100

%

Digithrive, LLC

 

Digithrive

 

 

2021

 

 

 

100

%

Information Security and Training, LLC

 

IST

 

 

2022

 

 

 

0

%

Asberry 22 Holdings, Inc.

 

Asberry or ASHI

 

 

2023

 

 

 

   86

%

 

We are based in San Diego, California, and operate as a Media Content Hubtechnology-based company with divisions providing telecommunications, medical technology and product distribution, media content for Domesticdomestic and Internationalinternational syndication Technology/Telecommunications company operatingas well as technology solutions. We operate on our own proprietary Global Digital Media TV and Telecommunications infrastructure platform and also provide technology solutions to businesses domestically and worldwide. We offer Software as a Service (SaaS), Technology Platform as a Service (PAAS), Cloud-based Unified Communication as a Service (UCaaS) and carrier-grade performance and support for businesses over our private IP MPLS fiber and wireless network in the United States. Our cloud-based UCaaS services allow businesses of any size to enjoy all the latest voice, data, media and collaboration features in today's global technology markets. We also operate as a Master Distributor for Nationwide Mobile Virtual networkNetwork Operators (MVNO) and Independent Sales Organization (ISO) as a Master Distributor for Pre-Paid Cellphone services, Mobile phones, Cellphone Accessories and Global Roaming Cellphones. In addition, we create media marketing materials and content.

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SIGNIFICANT ACCOUNTING POLICIES

 

Principles of Consolidation

 

Our consolidated financial statements include the wholly-owned accounts, of K Telecom and Global Telecom, Copperhead Digital, SDM, Port 2 Port, and Blue Collar.as well as, non-controlling interests where appropriate.  All intercompany accounts and transactions have been eliminated in consolidation.

 

Use of Estimates

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CRITICAL ACCOUNTING POLICIESThe preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates. The Company’s consolidated financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented.

Reclassifications

Certain amounts presented in previously issued financial statements have been reclassified in these financial statements. As of December 31, 2022, advances to employees of $23,200 were previously classified as prepaid assets and other current assets versus the current classification of offsetting accrued payroll liabilities in accounts payable.

 

Revenue Recognition

 

On January 1, 2018,We use the following criteria described below in more detail for each business unit:

Identify the contract with the customer.

Identify the performance obligations in the contract.

Determine the transaction price.

Allocate the transaction price to performance obligations in the contract.

Recognize revenue when or as we adoptedsatisfy a performance obligation. 

Reserves are recorded as a reduction in net sales and are not considered material to our consolidated statements of operations for the new accounting standard ASC 606, Revenue from Contracts with Customers,years ended December 31, 2023 and all of the related amendments (“new revenue standard”).2022. In addition, we invoice our customers for taxes assessed by governmental authorities such as sales tax and value added taxes, where applicable. We recorded the change, which was immaterial, related to adopting the new revenue standard using the modified retrospective method. Under this method, we recognized the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of retained earnings. This results in no restatement of prior periods, which continue to be reported under the accounting standards in effect for those periods. We expect the impact of the adoption of the new revenue standard to continue to be immaterialpresent these taxes on an ongoinga net basis. We have applied the new revenue standard to all contracts as of the date of initial application.

 

The Company’s revenue generation for the last two years ended December 31, 2023 and 2022 came from the following sources disaggregated by services and products, which sources are explained in detail below.

  2018 2017
Copperhead Digital $400,763  $867,896 
K Telecom  119,860   490,241 
San Diego Media  169,142   365,506 
Blue Collar  219,474   —   
P2P  25,430   390,137 
Other  2,400   1,380 
Total Revenue $937,069  $2,115,160 

 

 

For the year ended

December 31, 2023

 

 

For the year ended

December 31, 2022

 

TPT SpeedConnect

 

$3,007,384

 

 

$5,429,010

 

Blue Collar

 

 

285,092

 

 

 

1,522,490

 

TPT MedTech

 

 

 

 

 

89,755

 

Other (1)

 

 

5,440

 

 

 

186,741

 

Total Services Revenues

 

$3,297,916

 

 

$7,227,996

 

Air Fitness – Product Revenue

 

 

 

 

 

82,000

 

Total Product Revenues

 

$

 

 

$82,000

 

Total Revenue

 

$3,297,916

 

 

$7,309,996

 

___________ 

(1)  Includes international sales for the year ended December 31, 2023 and 2022 of $0 and $172,784, respectively, related to TPT Asia.

 

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Copperhead Digital:

TPT SpeedConnect: ISP and Telecom Revenue

 

Copperhead DigitalTPT SpeedConnect is a regional internet and telecom servicesrural Internet provider operating in Arizona5 Midwestern States under the trade name Trucom. Copperhead Digital operates as a wireless telecommunications Internet Service Provider (“ISP”) facilitating both residential and commercial accounts. Copperhead Digital’sSpeedConnect. TPT SC’s primary business model is subscription based, pre-paid monthly reoccurring revenues, from wireless delivered, high-speed internet connections. In addition, the company resells third-party satellite and DSL internet and IP telephony services. Revenue generated from sales of telecommunications services is recognized as the transaction with the customer is considered closed and the customer receives and accepts the services that were the result of the transaction. There are no financing terms or variable transaction prices. Due date is detailed on monthly invoices distributed to customer. Services billed monthly in advance are deferred to the proper period as needed. Deferred revenue are contract liabilities for cash received before performance obligations for monthly services are satisfied. Deferred revenue for TPT SpeedConnect at December 31, 2023 and 2022 are $58,564 and $75,556, respectively. Certain of our products require specialized installation and equipment. For telecom products that include installation, if the installation meets the criteria to be considered a separate element, product revenue is recognized upon delivery, and installation revenue is recognized when the installation is complete. The Installation Technician collects the signed quote containing terms and conditions when installing the site equipment at customer premises.

 

Revenue for installation services and equipment is billed separately from recurring ISP and telecom services and is recognized when equipment is delivered and installation is completed. Revenue from ISP and telecom services is recognized monthly over the contractual period, or as services are rendered and accepted by the customer.

 

The overwhelming majority of our revenue continues to beRevenue is recognized when transactions occur. Since installation fees are generally small relative to the size of the overall contract and because most contracts are for a yeartwo years or less, the impact of not recognizing installation fees over the contract is immaterial.

 

K Telecom: Prepaid Phones and SIM Cards Revenue

K Telecom generates revenue from reselling prepaid phones, SIM cards, and rechargeable minute traffic for prepaid phones to its customers (primarily retail outlets). Product sales occur at the customer’s locations, at which time delivery occurs and cash or check payment is received. The Company recognizes the revenue when they receive payment at the time of delivery.

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SDM: Ecommerce, Email Marketing and Web Design Services

SDM generates revenue by providing ecommerce, email marketing and web design solutions to small and large commercial businesses, complete with monthly software support, updates and maintenance. Services are billed monthly. Platform infrastructure support is a prepaid service billed in monthly recurring increments. The services are billed a month in advance and due prior to services being rendered. The revenue is deferred when invoiced and booked in the month the service is provided. Software support services (including software upgrades) are billed in real time, on the first of the month. Web design service revenues are recognized upon completion of specific projects. Revenue is booked in the month the services are rendered and payments are due on the final day of the month.

Blue Collar: Media Production Services

 

Blue Collar creates original live action and animated content productions and has produced hundreds of hours of material for the television, theatrical, home entertainment and new media markets. Blue Collar designs branding and marketing campaigns and has had agreements with some of the world’s largest companies including PepsiCo, Intel, HP, WalMart and many other Fortune 500 companies. Additionally, they create motion picture, television and home entertainment marketing campaigns for studios including Sony, DreamWorks, Twentieth Century Fox, Universal Studios, Paramount Studios, and Warner Brothers. With regard to revenue recognition, Blue Collar receives an agreement from each client to perform defined work. Some agreements are written, some are verbal. Work may include creation of marketing materials and/or content creation. Some work may be short term and take weeks to create and some work may be longer and take months to create. There are instances where customer agreements segregate identifiable obligations (like filming on site vs. film editing and final production) with separate transaction pricing. The performance obligation is generally satisfied upon delivery of such film or production products, at which time revenue is recognized. There are no financing terms or variable transaction prices.

 

P2P Asset Activity:TPT MedTech: Medical Testing Revenue

TPT MedTech operates in the Point of Care Testing (“POCT”) market by primarily offering mobile medical testing facilities and software equipped for mobile devices to monitor and manage personalized healthcare.  Services used from our mobile medical testing facilities are billing through credit cards at the time of service.  Revenue is generated from our software platform as users sign up for our mobile healthcare monitor and management application and tests are performed.  If medical testing is in one our own owned facility, the usage of the software application is included in the testing fees.  If the testing is in a non-owned outside contracted facility, fees are generated from the usage of the software application on a per test basis and billed monthly.

TPT MedTech also offers various products.  One is to build and sell its mobile testing facilities called QuikLABs designed for mobile testing.  This is used by TPT MedTech for its own testing services.  Another is to build customized mobile gyms for exercising.  This is sold to third parties.  Another is medical equipment, one of which is a sanitizing unit called SANIQuik which is used as a safe and flexible way to sanitize providing an additional routine to hand washing and facial coverings.  The SANIQuik has not yet been approved for sale in the United States but has in some parts of the European community.  Revenues from these products are recognized when a product is delivered, the sales transaction considered closed and accepted by a customer.  When deposits are received for which a product has not been delivered, it is recognized as deferred revenue.  Deferred revenue as of December 31, 2023 and 2022 was $0 and $0, respectively. There are no financing terms or variable transaction prices for either of these products.  There was no revenue for TPT MedTech for 2023 and it would take an infusion of capital to restart this revenue stream.

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Table of Contents

SDM: Ecommerce, Email Marketing and Web Design Services

SDM generates revenue by providing ecommerce, email marketing and web design solutions to small and large commercial businesses, complete with monthly software support, updates and maintenance. Services are billed monthly. There are no financing terms or variable transaction prices. Platform infrastructure support is a prepaid service billed in monthly recurring increments. The services are billed a month in advance and due prior to services being rendered. The revenue is deferred when invoiced and booked in the month the service is provided. There is no deferred revenue at December 31, 2023 and 2022. Software support services (including software upgrades) are billed in real time, on the first of the month. Web design service revenues are recognized upon completion of specific projects. Revenue is booked in the month the services are rendered and payments are due on the final day of the month. There are usually no contract revenues that are deferred until services are performed. There was no revenue for SDM for 2023 and it would take an infusion of capital to restart this revenue stream.

K Telecom: Prepaid Phones and SIM Cards Revenue

K Telecom generates revenue from reselling prepaid phones, SIM cards, and rechargeable minute traffic for prepaid phones to its customers (primarily retail outlets). Product sales occur at the customer’s locations, at which time delivery occurs and cash or check payment is received. The Company recognizes the revenue when they receive payment at the time of delivery. There are no financing terms or variable transaction prices. There was no revenue for K Telecom for 2023 and it would take an infusion of capital to restart this revenue stream.

Copperhead Digital: ISP and Telecom Revenue

 

Port 2 Port Communications (P2P) isCopperhead Digital operated as a U.S. domestic minutesregional internet and telecom services provider that sells wholesale long distance domestic telecom minutesoperating in Arizona under the trade name Trucom.  Although there are currently no customers and it will take capital to other domestic U.S. carriers. A service is definedreopen this revenue stream, Copperhead Digital operated as wholesale telecom minutea wireless telecommunications Internet Service Provider (“ISP”) facilitating both residential and commercial accounts. Copperhead Digital’s primary business model was subscription based, on a per-minutepre-paid monthly reoccurring revenues, from wireless delivered, high-speed internet connections. In addition, the company resold third-party satellite and per-destination rate basis. A series of services for P2P would be substantially the sameDSL internet and would include a pattern of transfers of services to a customer on a per-minute flat rate basis for all destinations in a specified geographic.IP telephony services. Revenue generated from sales of minutetelecommunications services was recognized as the transaction with the customer is considered closed and the customer received and accepted the services that were the result of the transaction. There are no financing terms or variable transaction prices. Due date was detailed on monthly invoices distributed to customer. Services billed monthly in advance were deferred to the proper period as needed. Deferred revenue was contract liabilities for cash received before performance obligations for monthly services are satisfied. Certain of its products required specialized installation and equipment. For telecom products that included installation, if the installation met the criteria to be considered a separate element, product revenue was recognized upon delivery, and installation revenue was recognized when weekly invoices are generatedthe installation was complete. The Installation Technician collected the signed quote containing terms and distributed.conditions when installing the site equipment at customer premises.

 

Share-based CompensationRevenue for installation services and equipment was billed separately from recurring ISP and telecom services and was recognized when equipment was delivered, and installation was completed. Revenue from ISP and telecom services was recognized monthly over the contractual period, or as services were rendered and accepted by the customer.

 

The overwhelming majority of revenue was recognized when transactions occurred. Since installation fees were generally small relative to the size of the overall contract and because most contracts were for a year or less, the impact of not recognizing installation fees over the contract was immaterial. There was no revenue for Copperhead Digital for 2023 and it would take an infusion of capital to restart this revenue stream.

Cost of Sales

Cost of sales includes all of the costs and expenses directly related to the production of goods and services included in revenues.

Share-based Compensation

The Company is required to measuremeasures and recognizerecognizes compensation expense for all share-based payment awards (including stock options) made to employees and directors based on estimated fair value. Compensation expense for equity-classified awards is measured at the grant date based on the fair value of the award and is recognized as an expense in earnings over the requisite service period.

 

The Company records compensation expense related to non-employees that are awarded stock in conjunction with selling goods or services and recognizes compensation expenses over the vesting period of such awards.

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Income Taxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in our income tax provision in the period of enactment.

We recognize deferred tax assets to the extent that we believe that these assets are more likely than not to be realized. In making such a determination, we consider all available positive and negative evidence, including future reversal of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations, including taxable income in carryback periods. If we determine that we would be able to realize our deferred tax assets in the future in excess of their net recorded amount, we would make an adjustment to the deferred tax asset valuation allowance, which would reduce our income tax provision.

We account for uncertain tax positions using a “more-likely-than-not” recognition threshold. We evaluate uncertain tax positions on a quarterly basis and consider various factors, including, but not limited to, changes in tax law, the measurement of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit, new audit activity and changes in facts or circumstances related to a tax position.

It is our policy to record costs associated with interest and penalties related to tax in the selling, general and administrative line of the consolidated statements of operations.

 

Cash and Cash Equivalents

The companyCompany considers all investments with a maturity date of three months or less when purchased to be cash equivalents. There are no cash equivalents as of December 31, 20182023 and 2017.2022.

Accounts Receivable

We establish

Based on historical experience, management generally considers the collection risk related to these amounts to be low. However, when events or conditions indicate that the amounts outstanding may become uncollectible, an allowance is estimated and recorded, especially for potential uncollectible accounts receivable. All accounts receivableamounts over 60 days past due are considered uncollectible unless there are circumstances that support collectability. Those circumstances are documented. Asdue. The allowance for doubtful accounts receivable was $204,377 and $365,223 as of December 31, 20182023 and 2017, the allowance for uncollectible accounts receivable was $49,191 and $38,022,2022, respectively. Receivables are charged off when collection efforts cease.

Property and Equipment

Property and equipment are stated at cost or fair value if acquired as part of a business combination. Depreciation is computed by the straight-line method and is charged to operations over the estimated useful lives of the assets. Maintenance and repairs are charged to expense as incurred. The carrying amount of accumulated depreciation of assets sold or retired are removed from the accounts in the year of disposal and any resulting gain or loss in s included in results of operations. The estimated useful lives of property and equipment are telecommunications network - 205 years, telecommunications equipment - 7 to 10 years, and computers and office equipment - 3 years.

Goodwill and Intangible Assets

Goodwill relates to amounts that arose in connection with our various business combinations and represents the difference between the purchase price and the fair value of the identifiable tangible and intangible net assets when accounted for using the acquisition method of accounting. Goodwill is not amortized, but it is subject to periodic review for impairment.

We test goodwill and other intangible assets with indefinite lives at the reporting unit levelbalances for impairment on an annual basis and between annual tests, if events and circumstances indicate it is more likely than not that the fair valueas of a reporting unit is less than its carrying value. Events that would indicate potentialDecember 31st or whenever impairment and

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trigger an interim impairment assessment include, but are not limited to, current economic and market conditions, including a decline in market capitalization, a significant adverse change in legal factors, business climate or operational performance of the business and an adverse action or assessment by a regulator.

In performing the annual goodwill impairment test, weindicators arise. We utilize the two-step approach. The first step, or Step 1, requires a comparison of the carrying value of each reporting unit to its estimated fair value. To estimate the fair value of ourseveral reporting units in evaluating goodwill for Step 1, we useimpairment using a quantitative assessment, which uses a combination of the incomea guideline public company market-based approach the market comparable approach and the market transaction approach. The income approach is based on a discounted cash flow analysis, or DCF approach, and calculates the fair value by estimating the after-tax cash flows attributable to a reporting unit and then discounting the after-tax cash flows to a present value, using a risk-adjusted discount rate. Assumptions used in the DCF approach require the exercise of significant judgment, including judgment about appropriate discount rates and terminal values, growth rates and the amount and timing of expected future cash flows.income-based approach. The forecasted cash flows are based on our most recent operating activities and assumed growth rates. We believe our assumptions are consistent with the plans and estimates used to manage the underlying businesses. The discount rates, which are intended to reflect the risks inherent in future cash flow projections, used in the DCF approach are based on estimates of the weighted-average cost of capital, or WACC, of market participants relative to each respective reporting unit. The market approaches consider comparable and transactional market data based on multiples of revenue or earnings before interest, taxes, depreciation and amortization, or EBITDA, based on trading multiples of selected guidelines companies and deal multiples of selected target companies.

Ifquantitative assessment considers whether the carrying valueamount of a reporting unit exceeds its estimated fair value, we are required to perform the second step, or Step 2, of the annual goodwill impairment test to measure the amount of impairment loss, if any. Step 2 of the goodwill impairment test compares the implied fair value of a reporting unit’s goodwill to its carrying value. The implied fair value of goodwill is calculated as the difference between the fair value of the reporting unit and the estimated fair value of its assets and liabilities. To the extent this amount is below the carrying value of goodwill,in which case an impairment charge is recorded to write down the extent the reporting unit’s carrying value toexceeds its impliedfair value. Based on our impairment testing, we do not consider anrecorded impairment charge tocharges of $0 and $104,657 of goodwill necessary as ofduring the years ended December 31, 20182023 and 2017.2022, respectively.

Impairment charges related to goodwill, if any, have no impact on our cash balances.

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Impairment of Other Long-lived Tangible and Intangible Assets

Our intangible assets consist primarily of customer relationships, developed technology, favorable leases, trademarks and the film library. The majority of our intangible assets were recorded in connection with our various business combinations. Our intangible assets are recorded at fair value at the time of their acquisition.  We amortize intangibleIntangible assets are amortized over their estimated useful lives.

The estimatedlife on a straight-line basis. Estimated useful lives of the individual categories of intangible assets were based on the nature of the applicable intangible asset and the expected future cash flows to be derived from the intangible asset. Amortization of intangible assets with finite lives is recognized over the shorter of the respective lives of the agreement orare determined considering the period of time the intangible assets are expected to contribute to future cash flows. We amortize our finite-lived intangible assets based on patterns on whichevaluate the respective economic benefits are expected to be realized. We amortize the majorityrecoverability of our intangible assets on a straight-line basis from three to nine years, as this methodology most closely approximates the pattern of economic benefits for these assets.

We evaluate long-lived tangibleperiodically and intangible assets whenevertake into account events or changes in circumstances that warrant revised estimates of useful lives or that indicate thatimpairment exists. Based on our recoverability testing, we recorded impairment charges of $0 and $3,000,013 during the carrying amount of an asset may not be recoverable. If indicators of impairment are present with respect to long-lived tangible and intangible assets used in operations and undiscounted future cash flows are not expected to be sufficient to recover the assets’ carrying amount, additional analysis is performed as appropriate and the carrying value of the long-lived assets is reduced to the estimated fair value, if this is lower, and an impairment loss is charged to expense in the period the impairment is identified. Factors we generally consider important which could trigger an impairment review on the carrying value of other long-lived tangible and intangible assets include the following: (1) significant underperformance relative to expected historical or projected future operating results, (2) significant changes in the manner of our use of acquired assets or the strategy for our overall business, (3) underutilization of our tangible assets, (4) discontinuance of product lines by ourselves or our customers, (5) significant negative industry or economic trends, (6) significant decline in our stock price for a sustained period,

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(7) significant decline in our market capitalization relative to net book value and (8) goodwill impairment identified during an impairment review. As ofyears ended December 31, 20182023 and 2017, we performed evaluations that resulted in no impairments of intangible assets.2022, respectively.

Business Acquisitions

Our business acquisitions have historically been made at prices above the fair value of the assets acquired and liabilities assumed, resulting in goodwill or some identifiable intangible asset. Significant judgment is required in estimating the fair value of intangible assets and in assigning their respective useful lives. The fair value estimates are based on available historical information and on future expectations and assumptions deemed reasonable by management but are inherently uncertain.

We generally employ the income method to estimate the fair value of intangible assets, which is based on forecasts of the expected future cash flows attributable to the respective assets. Significant estimates and assumptions inherent in the valuations reflect a consideration of other marketplace participants and include the amount and timing of future cash flows (including expected growth rates and profitability), the underlying product life cycles, economic barriers to entry, a brand’s relative market position and the discount rate applied to the cash flows. Unanticipated market or macroeconomic events and circumstances may occur, which could affect the accuracy or validity of the estimates and assumptions.

Net assets acquired are recorded at their fair value and are subject to adjustment upon finalization of the fair value analysis.  

 

Long-Lived Assets 

We periodically review the carrying amount of our depreciable long-lived assets for impairment which include property and equipment, intangible assets and right of use assets. An asset is considered impaired when estimated future cash flows are less than the carrying amount of the asset. In the event the carrying amount of such asset is not considered recoverable, the asset is adjusted to its fair value. Fair value is generally determined based on discounted future cash flow.  As of December 31, 2022, we adjusted the net book values of the equipment of TPT SpeedConnect, all intangibles, and the right of use assets as it became doubtful given that the estimated future cash flows would recover the net book values.  We recorded impairment expenses of $7,283,276 for the year ended December 31, 2022 comprised of $954,119 for property and equipment, $3,000,013 for intangibles, $3,224,487 for right of use assets and $104,657 for goodwill.

Leases

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) and subsequent amendments to the initial guidance: ASU 2017-13, ASU 2018-10, ASU 2018-11, ASU 2018-20 and ASU 2019-01 (collectively, Topic 842). Topic 842 requires lessees to classify leases as either finance or operating leases and to record a right-of-use asset and a lease liability for all leases with a term greater than 12 months regardless of the lease classification. We adopted Topic 842 using the effective date, January 2019, as the date of our initial application of the standard. Consequently, financial information for the comparative periods has been updated. Our finance and operating lease commitments are subject to the new standard and we recognize as finance and operating lease liabilities and right-of-use assets. 

Basic and Diluted Net Loss Per Share

The Company computes net income (loss) per share in accordance with ASC 260, “Earning per Share””. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of theethe income statement. Basic EPS is computed by dividing net income (loss) available to common shareholder (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As of December 31, 20182023 and 2017,2022, the Company had shares that were potentially common stock equivalents as follows:

 

  2018 2017
Series A Preferred Stock  128,056,506   62,671,309 
Series B Preferred Stock  2,588,693   2,588,693 
Stock Options  3,093,120   93,520 
Convertible Debt  4,252,555   1,339,536 
   137,990,874   66,599,536 
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2023

 

 

2022

 

Convertible Promissory Notes

 

 

73,476,129,073

 

 

 

3,787,362,740

 

Series A Preferred Stock

 

 

175,986,864,598

 

 

 

12,610,847,082

 

Series B Preferred Stock

 

 

2,588,693

 

 

 

2,588,693

 

Series D Preferred Stock

 

 

923,742,574

 

 

 

74,998,392

 

Series E Preferred Stock

 

 

40,465,485,149

 

 

 

3,285,381,029

 

Stock Options and warrants

 

 

129,116,666

 

 

 

129,116,666

 

 

 

 

290,983,922,753

 

 

 

19,890,294,603

 

_____________________

 

As of December 31, 2023, by amendment, holder of the Series A Preferred Stock which is Stephen J. Thomas, is guaranteed upon date of conversion to 60% of the common shares computed to include all projected conversions of all convertible debt and any other classes of Preferred Stock as if the conversions had taken place at the stated conversion price per share (i.e. for the avoidance of doubt – “fully diluted” as if such conversion had occurred prior to the Series A conversion.) The Company would have to authorize additional common shares for this to occur as only 4,500,000,000 common shares are authorized as of December 31, 2023.  Subsequently, the Company increased the authorized common shares to 15,000,000,000.

Concentration of Credit Risk, Off-Balance Sheet Risks and Other Risks and Uncertainties

Financial instruments that potentially subject us to concentration of credit risk primarily consist of cash and cash equivalents and accounts receivable. We invest our excess cash primarily in high quality securities and limit the amount of our credit exposure to any one financial institution. We do not require collateral or other securities to support customer receivables; however, we perform on-going credit evaluations of our customers and maintain allowances for potential credit losses.

At

As of December 31, 20182023 and 2017,2022, one and two customer accounts receivable balances were 28%24% and 0%48%, respectively, of our aggregate accounts receivable orfrom revenues.

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Financial Instruments and Fair Value of Financial Instruments

Our primary financial instruments at December 31, 20182023 and 20172022 consisted of cash equivalents, accounts receivable, accounts payable and debt. We apply fair value measurement accounting to either record or disclose the value of our financial assets and liabilities in our financial statements. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. A fair value hierarchy requires an entity to maximize the use of observable inputs, where available, and minimize the use of unobservable inputs when measuring fair value.

Described below are the three levels of inputs that may be used to measure fair value:

Level 1Quoted prices in active markets for identical assets or liabilities.

Level 2Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

 

Level 3Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

 

We consider our derivative financial instruments as Level 3. The balances for our derivative financial instruments as of December 31, 2023 are the following:

Derivative Instrument

 

Fair Value

 

Fair value of EMA, First Fire, Cavalry Financial and 1800 Diagonal Convertible Promissory Notes

 

$9,786,906

 

Fair value of Warrants issued with the derivative instruments

 

 

40,817

 

 

 

$9,827,723

 

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Research and Development

Our research and development programs focus on telecommunications products and services. Research and development costs are expensed as incurred. Any payments received from external parties to fund our research and development activities reduce the recorded research and development expenses.

 

Advertising Costs

Advertising costs are expensed as incurred. The Company incurred advertising costs of $220 and $1,350zero for the years ended December 31, 20182023 and 2017,2022, respectively.

 

Use of Estimates

The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates. The Company’s consolidated financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented.

Derivative Financial Instruments

 

Derivative financial instruments, as defined in ASC 815, “Accounting for Derivative Financial Instruments and Hedging Activities”, consist of financial instruments or other contracts that contain a notional amount and one or more underlying (e.g. interest rate, security price or other variable), require no initial net investment and permit net settlement. Derivative financial instruments may be free-standing or embedded in other financial instruments. Further, derivative financial instruments are initially, and subsequently, measured at fair value and recorded as liabilities or, in rare instances, assets.

 

The Company does not use derivative financial instruments to hedge exposures to cash-flow, market or foreign-currency risks. However, the Company hadhas issued financial instruments including convertible promissory notes payable with features during 2017 that were either (i) not afforded equity classification, (ii) embody risks not clearly and closely related to host contracts, or (iii) may be net-cash settled by the counterparty. As required by ASC 815, in certain instances, these instruments are required to be carried as derivative liabilities, at fair value, in our financial statements.

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The Company estimates the fair values of derivative financial instruments using the Black-Scholes option valuation technique.Monte Carlo model. Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates (such as volatility, estimated life and interest rates) that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques are highly volatile and sensitive to changes in the trading market price of our common stock, which has a high-historical volatility. Since derivative financial instruments are initially and subsequently carried at fair values, the Company’s operating results will reflect the volatility in these estimate and assumption changes.

 

During September 2017, theThe Company issued convertible promissory notes in the amount of $55,000 (comprised of two $25,000 notes to two related parties and one $5,000 note to a former officer of CDH), all which are due May 1, 2020 and bear 6% annual interest and are convertible into common stock, at holders’ option, at a discount to the market price of the Company’s common stock. The Company at 60% ofhas identified the average closing market share price for the prior 10 trading days. Subsequentembedded derivatives related to September 30, 2017 and priorthese notes relating to December 31, 2017, the Company issued an additional $12,000 of the same convertible promissory notes with the samecertain anti-dilutive (reset) provisions. These embedded derivatives included certain conversion features. However, in November 2017, allThe accounting treatment of these convertible promissory notes included as derivative financial instruments totaling $67,000 were amended suchrequires that the conversion price became fixed at $0.25 per share, andCompany record fair value of the derivative features were eliminated. As such, the derivative accountingderivatives as of the inception date of debenture and through September 31, 2017 was reversed and there is no resulting derivative accounting that is evidentto fair value as of each subsequent reporting date.

Sequencing Policy

Under ASC 815-40-35, the Company has adopted a sequencing policy whereby, in the 2018event that reclassification of contracts from equity to assets or 2017 financial statements.liabilities is necessary pursuant to ASC 815 due to the Company's inability to demonstrate it has sufficient authorized shares as a result of certain securities with a potentially indeterminable number of shares, shares will be allocated on the basis of the earliest issuance date of potentially dilutive instruments with the earliest grants receiving the first allocation of shares. Pursuant to ASC 815, issuance of securities to the Company's employees or directors is not subject to the sequencing policy.

 

Recently Adopted Accounting Pronouncements

On January 1, 2018, we adopted the new accounting standard ASC 606, Revenue from Contracts with Customers, and all of the related amendments (“New Revenue Standard”). In our evaluations and in adopting the modified retrospective approach for contracts and revenue in general, there was no difference in our revenue recognition practices upon adoption that resulted in adjustments material to the consolidated financial statements. We expect the impact of the adoption of the New Revenue Standard to continue to be immaterial on an ongoing basis.

 

In June 2018,2016, the FASB (or “the Board”) issued ASU No. 2018-07, ImprovementsAccounting Standards Update (“ASU”) 2016-13 (ASC “326” or “Topic 326”) which significantly changes the impairment model for most financial assets that are measured at amortized cost and certain other instruments from an incurred loss model to Nonemployee Share-Based Payment Accounting,an expected loss model which amends ASC 718, Compensation – Stock Compensation. This ASUwill be based on an estimate of current expected credit loss (“CECL”); and provides targeted improvements on evaluating impairment and recording credit losses on available-for-sale (AFS) debt securities through an allowance account. The standard also requires that most of the guidance related to stock compensation granted to employees be followed for non-employees, including the measurement date, valuation approach, and performance conditions. The expense is recognized in the same period as though cash were paid for the good or service.incremental disclosures. The effective date is the first quarter of fiscal year 2020, with early adoption permitted, including in interim periods. The ASU has been adopted using a modified-retrospective transition approach.for years beginning after December 2022. The adoption isdid not considered to have a material effect on the consolidated financial statements.statements of the Company.

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In February 2016, theAugust 2018, FASB issued ASU 2016-02, Leasesfinal guidance Accounting Standards Update (ASU) 2018-13, Fair Value Measurement (Topic 842) and subsequent amendments820): Disclosure Framework – Changes to the initial guidance: ASU 2017-13, ASU 2018-10, ASU 2018-11, ASU 2018-20 and ASU 2019-01 (collectively, Topic 842). Topic 842 requires lessees to classify leases as either finance or operating leases and to record a right-of-use asset and a lease liabilityDisclosure Requirements for Fair Value Measurement. The guidance became effective for all leasesorganizations for fiscal years beginning after December 15, 2019. FASB has simplified certain disclosure requirements related to measuring the fair value of a plan’s assets and liabilities. This has been adopted by the Company with a term greater than 12 months regardless of the lease classification. We expect to adopt Topic 842 using the effective date, January 2019, as the date of our initial application of the standard. Consequently, financial information for the comparative periods will not be updated. We expect that our finance and operating lease commitments will be subjectno significant impact to the new standard and recognized as finance and operating lease liabilities and right-of-use assets upon our adoption of Topic 842, which will increase our total assets and total liabilities that we report relative to such amounts prior to adoption.

consolidated financial statements. 

 

Management has reviewed other recently issued accounting pronouncements and havehas determined there are not any that would have a material impact on the condensed consolidated financial statements.

Reclassifications

Certain prior period amounts were reclassified to conform to the current period presentation. Specifically, we reclassified 2017 Debt- related party in the amount of $62,000 to long-term related party convertible debt to conform to current year presentation.

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NOTE 2 – ACQUISITIONS

Blue Collar

Agreement and Plan of Merger

An Agreement and Plan of Merger ("Agreement") was made and entered into as of March 24, 2023 by and among TPT SpeedConnect LLC, a Colorado Limited Liability Company (wholly-owned subsidiary of TPT Global Tech, Inc.) ("SPC"), and Asberry 22 Holdings, Inc., a Delaware Corporation ("ASHI"), and SPC Acquisition, Inc., a wholly-owned subsidiary of ASHI, domiciled in Colorado ("Acquisition Sub") primarily for the opportunities of capital raising. SPC then converted to a Corporate entity and Acquisition Submerged with and into SPC (the "Merger"). The separate corporate existence of Acquisition Sub ceased and SPC continues as the surviving corporation in the Merger and as wholly-owned subsidiary of ASHI. All of the properties, rights and privileges, and power of SPC, vest in the Subsidiary, and all debts, liabilities and duties of SPC are the debts, liabilities and duties of the Subsidiary. The shares of common stock of Acquisition Sub issued and outstanding immediately prior to the Effective Time is converted into and exchange for 1,000 validly issued, fully paid and non-assessable shares of the Subsidiary's common stock.

TPT Global Tech, Inc. was issued a total of 4,658,318 common shares of ASHI (the "ASHI Common Stock"), as a result of the merger, constituting 86% of the then issued and outstanding common stock. TPT Global Tech, Inc. also has purchased all of the 500,000 Series A Super Majority Voting Preferred Shares of ASHI for a convertible note payable of $500,000 due in 180 days which bears interest at 6.0% per annum and is convertible to shares of the Company’s common stock at 85% of the volume weighted average price for the preceding 5 market trading days.

ASHI shall file a Form S-1 Registration Statement with the Securities Exchange Commission within 120 days after closing, to register for resale: a) the common shares of ASHI, issued at closing, b) conversion shares for the Series A Supermajority Preferred Stock and c) those outstanding shares of the shareholders of ASHI existing as of the day prior to closing, and shall pursue such S-1 filing diligently to effectiveness.

The Officers of ASHI shall resign effective upon the appointment of the new Officers, as designated by SPC. The Current Directors of ASHI shall remain as directors until the Series A Preferred Stock (500,000 shares) of ASHI shall have been redeemed or converted. SPC shall have designated two new directors for appointment effective at closing, and may then appoint new Officers, and the current officers shall resign at closing.

 

The Company evaluated this acquisition in accordance with ASC 805-10-55-4 to discern whether the assets and operations of the assets purchased met the definition of a business. The company concluded that there were not processes and sufficient inputs into outputs.  Accordingly, the Company accounted for this transaction as an asset acquisition and allocated the purchase price as follows: 

Consideration given at fair value:

 

 

 

Accounts payable

 

$68,025

 

 

 

$68,025

 

 

 

 

 

 

Assets acquired at fair value:

 

 

 

 

Prepaid expenses

 

$4,250

 

Additional paid in capital

 

 

63,775

 

 

 

$68,025

 

There was nothing accounted for in the Statement of Operations for the nine months ended December 31, 2023.  On a proforma basis any adjustments would not be significant.

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TPT Strategic Merger with Information Security and Training LLC and Subsequent Settlement Agreement

Dated as of June 29, 2022, for synergies and the opportunity at other revenue streams, TPT Strategic entered into ana definitive agreement for the acquisition of the assets and  Information Security and Training LLC (“IST LLC” or “IST”) (www.istincs.com)  a  Construction and Information Technology Services company based in Huntsville Alabama with branch offices in Nashville TN, Birmingham Al, Jackson MS, Fort Campbell KY, New Orleans LA, and Joint Base Lewis-McChord.  The TPT Strategic and IST, LLC agreement, which closed October 20, 2022, for the acquisition is a stock transaction where the founder and sole interest holder, Everett Lanier received 500,000 Preferred Series B shares of TPT Strategic that will convert to a 10% ownership of TPT Strategic under certain conditions. The acquisition includes the assumption of all assets and certain liabilities.  Everett Lanier was to remain as the President and become a Board Member of TPT Strategic.

Originally, the Company evaluated this acquisition in accordance with ASC 805-10-55-4 to discern whether the assets and operations of the assets purchased met the definition of a business. The company concluded that there are processes and sufficient inputs into outputs.  Accordingly, the Company accounted for this transaction as a business combination and allocated the purchase price as follows: 

Consideration given at fair value:

 

 

 

Note payable, net of discount

 

$374,018

 

Credit cards assumed

 

 

48,452

 

Preferred shares of TPT Strategic

 

 

3,206

 

 

 

$425,676

 

 

 

 

 

 

Assets acquired at fair value:

 

 

 

 

Working capital

 

$143,122

 

Property and equipment

 

 

2,170

 

Note receivable – related party

 

 

271,179

 

Other assets

 

 

9,205

 

 

 

$425,676

 

On September 11, 2023, Everett Lanier and the Company agreed to a Settlement Agreement and Mutual Release (“Settlement Agreement”).  See Note 11.

Proposed Acquisitions and Terminated Proposed Acquisitions

Geokall UK Ltd. Acquisition and Purchase Agreement on November 3, 2017, but amended on February 9, 2018, March 29, 2018 and August 16, 2018, to be effective September 1, 2018 with Blue Collar Inc. (“Blue Collar”), a media production company and California Corporation and its shareholders, to acquire 100% of the outstanding ownership of Blue Collar, including equipment, furniture and other assets, for 6,500,000 shares of restricted Common Stock and $1,600,000 (which was determined to have a fair value of approximately $1,533,000) in a Seller note payable that is to be paid within eight months of September 1, 2018, as amended in August 2018, and bears annual interest of 3% (12% interest upon default). See Notes 7 and 11. The acquisition is a key element in the Company’s overall strategic plans. Change in control took place on September 1, 2018 with the addition of senior company personnel being added to the Board of Directors of Blue Collar and on all bank accounts.

The Company applied the acquisition method of accounting to the business combination and has valued each of the assets acquired and liabilities. The assets and liabilities were deemed to be recorded at fair value as of the acquisition date of September 1, 2018.

Purchase Price Allocation:

  TPT Global Tech
Effective       9-1-18 
     
Purchaser  TPT Global Tech 
     
Consideration Given:    
Common Stock  6,500,000 
   6,500,000 
Estimated Value $.13 
Consideration Share Value  845,000 
Note Payable $1,533,217 
Liabilities:    
   Bank debt  500,500 
   Lease payable  20,020 
   Accounts and other payables  386,652 
Total Consideration Value $3,285,389 
     
Consideration Received:    
Intangible asset $1,677,000 
Goodwill  853,366 
Assets    
   Current assets  297,704 
   Fixed assets  445,362 
   Other assets  11,957 
Total Consideration Received $3,285,389 

F-17 

Had the acquisition occurred on January 1, 2017, condensed proforma statement of operations for the years ended December 31, 2018 and 2017 would be as follows:

  2018 2017
Revenue $2,355,467  $3,966,866 
Cost of Sales  2,350,657   3,226,912 
Gross Profit (Loss) $4,810  $739,954 
Expenses  (4,768,116)  (4,058,844)
Interest Expense and impairment  (275,935)  (694,637)
Income taxes  —     —   
Net Loss $(5,039,241) $(4,013,527)

Included in the consolidated statement of operations for the year ended December 31, 2018 are the results of operations for Blue Collar for the four months ended December 31 which are the following:

  2018
Revenue $219,474 
Cost of Sales  215,973 
Gross Profit (Loss) $3,501 
Expenses  (301,105)
Interest Expense  (66,571)
Income taxes  —   
Net Loss $(364,175)

Total Industrial Plant Services, Inc. Acquisition and Subsequent Termination

 

On April 18, 2018, the Company entered into an Acquisition and Purchase Agreement in draft form with Total Industrial Plant Services, Inc. (“TIPS”), a Texas Corporation and its shareholders, to acquire the assets, intellectual property and technology for 3,000,000 shares of restricted Common Stock and $2,500,000 payable at closing. A condition upon closing was that TIPS’ financial information, including existing contracts and projected contract revenue levels, was to be audited by a SEC Certified Public Accounting firm in accordance with SEC requirements.

Shortly after the date of the agreement, which was in draft form, the Company determined that the terms under the Acquisition and Purchase Agreement, on TIPS’ part, were unperformable and that several representations made by TIPS were not accurate. As such, the Company verbally terminated the Acquisition and Purchase Agreement. On August 29, 2018, the Company gave written notice of termination to TIPS.

Separately, during the due diligence phase, the Company extended TIPS $37,950 in working capital. The Company was working with TIPS on a repayment plan but has made the determination to provide for an allowance for bad debt of 100% of this balance as of DecemberOctober 31, 2018.

HRS Agreement and Subsequent Rescission

On November 1, 2017,2023, as amended Februaryon April 9, 2018,2024, the Company entered into an Acquisition and Purchase Agreement with Hollywood Riviera LLCGeokall UK Ltd. (“Geokall”), a UK Limited Company, and HRS Mobile LLCits owners (“Sellers”) (altogether, the “Parties”) for all of the assets, liabilities, intellectual property, and their members whotechnology of Geokall in exchange for 200,000 shares of TPT restricted Series F Convertible Preferred Stock with a stated price of $5.00 USD per share common ownershipwith the Designation of Rights and Privileges similar to TPT’s Series E Preferred Shares, but which Series F Preferred Shares designation has not yet been submitted or approved by the Secretary of State of Florida, and can not be assured. In addition, TPT agrees that upon a successful fund-raising event, TPT will provide Geokall with working capital in the amount up to $500,000. An audit based on SEC Standards of Geokall UK Ltd financial statements, including footnotes, must be obtained and the Parties agree that the purchase price may be subject to change based on the results of the audit.  The closing may occur prior to the audit being completed if Parties agree.

Other Terminated Proposed Acquisitions

The company had pending agreements to acquire, 100% ownership interestand had disclosed in bothprior filings, Broadband Infrastructure Inc. and Tekmovil Holdings LLC.  Both of these companies for 3,265,000 restricted Common Stock and, and $3,350,000 in cash to be used to retire debt and pay for ownership interests. In conjunction with this Acquisition, 3,265,000 shares of restricted Common Stock were issued during 2017. On March 28, 2018,intended acquisitions have terminated by mutual agreement, this Agreement was rescinded andor have gone beyond their allowed closing date in accordance with the 3,625,000 shares of common stock are being returned by the recipients and have been recorded as $3,625acquisitions in stock subscription receivable as of December 31, 2018. These common shares have yet to be returned as of the issuance of these financial statements.

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place.

 

NOTE 3 – GOING CONCERN

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

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Cash flows generated from operating activities were not enough to support all working capital requirements for the years ended December 31, 20182023 and 2017.2022. Financing activities described below have helped with working capital and other capital requirements.

We incurred $5,377,489$10,401,590 and $3,807,401,$21,749,920, respectively, in losses, and we used $916,407$525,539 and $750,408,$226,493, respectively, in cash for operations for the years ended December 31, 20182023 and 2017. 2022. We calculate the net cash used by operating activities by decreasing, or increasing in case of gain, our let loss by those items that do not require the use of cash such as depreciation, amortization, promissory note issued for research and development, note payable issued for legal fees, derivative expense or gain, gain on extinguishment of debt, loss on conversion of notes payable, impairment of goodwill and long-lived assets and share-based compensation which totaled to a net $6,259,293 for 2023 and $16,746,502 for 2022. 

In addition, we report increases in assets and reductions in liabilities as uses of cash and decreases in assets and increases in liabilities as sources of cash, together referred to as changes in operating assets and liabilities.  For the year ended December 31, 2023, we had a net increase in our assets and liabilities of $3,738,248 primarily from an increase in accounts payable from lag of payments for accounts payable for cash flow considerations and an increase in the balances from our operating lease liabilities.  For the year ended December 31, 2022, we had a net increase to our assets and liabilities of $4,776,925 for similar reasons.

Cash flows from financing activities were $871,199$483,363 and $693,502$(180,525) for the same periods. years ended December 31, 2023 and 2022, respectively.  For the year ended December 30, 2023, these cash flows were generated from proceeds from convertible notes, loans and advances of $433,500 and from notes payable – related parties of $166,188 offset by payment on convertible loans, advances and factoring agreements of $83,620.  For the year ended December 31, 2022, these cash flows were generated from proceeds from convertible notes, loans and advances of $1,256,187 offset by payment on convertible loans, advances and factoring agreements of $1,391,580.

Cash flows provided by (used in) investing activities were $0 and $(22,747), respectively, for the years ended December 31, 2023 and 2022 primarily related to the acquisition of property and equipment for 2022.

These factors raise substantial doubt about the ability of the Company to continue as a going concern for a period of one year from the issuance of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Subsequent to December 31, 2018, shareholders extended loans to the Company in the amount of approximately $104,300 into debt that is convertible one dollar into one share of sock of Series C Preferred Stock that has been designated convertible into common stock at $0.15 per share and includes terms similar to the other Preferred Stock. A third-party advanced the company $50,000 on March 13, 2019 with verbal terms that included repayment in 45 days at 10%. There were no other terms on this.

On March 19, 2019, the “Company consummated a Securities Purchase Agreement dated March 15, 2019 with Geneva Roth Remark Holdings, Inc. (“Geneva Roth”) for the purchase of a $68,000 Convertible Promissory Note (“Geneva Roth Convertible Promissory Note”). This Geneva Roth Convertible Promissory Note is part of a larger investment term sheet with Geneva Roth, at their option, to invest in the Company up to $975,000.

In addition, On March 25, 2019, TPT Global Tech, Inc. (the “Company”) consummated a Securities Purchase Agreement dated March 18, 2019 with Auctus Fund, LLC. (“Auctus”) for the purchase of a $600,000 Convertible Promissory Note (“Auctus Convertible Promissory Note”).

 

In order for us to continue as a going concern for a period of one year from the issuance of these financial statements, we will need to obtain additional debt or equity financing and look for companies with cash flow positive operations that we can acquire. There can be no assurance that we will be able to secure additional debt or equity financing, that we will be able to acquire cash flow positive operations, or that, if we are successful in any of those actions, those actions will produce adequate cash flow to enable us to meet all our future obligations. Most of our existing financing arrangements are short-term. If we are unable to obtain additional debt or equity financing, we may be required to significantly reduce or cease operations.

NOTE 4 – PROPERTY AND EQUIPMENT

 

Property and equipment and related accumulated depreciation as of December 31, 20182023 and 20172022 are as follows:

 

 

2018

 

2017

 

2023

 

 

2022

 

Property and equipment:        

 

 

 

 

 

Telecommunications fiber and equipment $3,274,045   3,274,045 

 

$

 

$

 

Film production equipment  369,903   —   

Medical equipment

 

 

 

Office furniture and equipment  82,014   23,898 

 

 

77,859

 

 

 

77,859

 

Leasehold improvements  18,679   —   

Total Property and equipment

 

$77,859

 

$77,859

 

Accumulated depreciation  (697,699)  (483,876)

 

 

(77,859)

 

 

(75,404)
Property and equipment, net $3,046,942   2,814,067 

 

$--

 

 

$2,455

 

 

F-19 
Table of Contents

Depreciation expense was $213,823$2,455 and $175,492$583,968 for the years ended December 31, 20182023 and 2017,2022, respectively.

 

We periodically review the carrying amount of our depreciable long-lived assets for impairment which include property and equipment, intangible assets and right of use assets. An asset is considered impaired when estimated future cash flows are less than the carrying amount of the asset. In the event the carrying amount of such asset is not considered recoverable, the asset is adjusted to its fair value. Fair value is generally determined based on discounted future cash flow.  As of December 31, 2022, we adjusted the net book values of the equipment of TPT SpeedConnect, all intangibles, and the right of use assets as it became doubtful given that the estimated future cash flows would recover the net book values.  We recorded impairment expenses of $7,283,276 for the year ended December 31, 2022 comprised of $954,119 for property and equipment, $3,000,013 for intangibles, $3,224,487 for right of use assets and $104,657 for goodwill.

F-19

Table of Contents

NOTE 5 – DEBT FINANCING ARRANGEMENTS

 

Financing arrangements as of December 31, 20182023 and 20172022 are as follows:

 

            2018            2017

 

2023

 

 

2022

 

Business loans and advances (1) $615,692   114,016 
Convertible debt (2)  15,000   5,000 
Factoring agreement (3)  101,244   78,909 

Loans and advances (1)

 

$105,092

 

$470,092

 

Convertible notes payable (2)

 

3,368,260

 

3,054,869

 

Factoring agreements (3)

 

 

537,066

 

 

 

577,177

 

Debt – third party $731,936   197,925 

 

$4,010,418

 

 

$4,102,138

 

        

 

 

 

 

 

Line of credit, related party secured by assets (4) $3,043,390   3,043,390 

 

$2,742,929

 

$2,742,929

 

Debt– other related party, net of discounts (5)  5,912,898   4,350,000 

 

2,015,500

 

2,015,500

 

Convertible debt – related party (2)(6)  801,888   312,000 

 

553,100

 

553,100

 

Shareholder debt (6)(7)  181,694   164,200 

 

 

567,620

 

 

 

4,150

 

Debt – related party $9,939,870   7,869,590 

 

$5,879,149

 

 

$5,315,679

 

        

 

 

 

 

 

Total financing arrangements $10,671,806   8,067,515 

 

$9,889,567

 

 

$9,417,817

 

        

 

 

 

 

 

Less current portion:        

 

 

 

 

 

Debt – third party $(716,936)  (195,106)
- third party, convertible  (10,000)  —   

Loans, advances and factoring agreements – third party

 

$(642,158)

 

$(902,809)

Convertible notes payable third party

 

(3,368,260)

 

(3,054,869

 

Debt – related party, net of discount  (9,137,982)  (7,557,590)

 

(5,326,049)

 

(4,762,579)
– related party, convertible  (202,688)  (250,000)

Convertible notes payable– related party

 

 

(553,100)

 

 

(553,100)
  (10,067,606)  (8,002,696)

 

 

(9,889,567)

 

 

(9,273,357)
Total long term debt $604,200   64,819 

 

$---

 

 

$144,460

 

_____________________________  

(1) The terms of $40,000 of this balance are similar to that of the Line of Credit which bears interest at adjustable rates, 1 month LIBOR plus 2%, 7.46% as of December 31, 2023, and is secured by assets of the Company, was due August 31, 2020, as amended, and included 8,000 stock options as part of the terms which options expired December 31, 2019 (see Note 7).

On June 4, 2019, the Company consummated a Securities Purchase Agreement with Odyssey Capital Funding, LLC. (“Odyssey”) for the purchase of a $525,000 Convertible Promissory Note (“Odyssey Convertible Promissory Note”). The Odyssey Convertible Promissory Note was due June 3, 2020, paid interest at the rate of 12% (24% default) per annum and gave the holder the right from time to time, and at any time during the period beginning six months from the issuance date to convert all of the outstanding balance into common stock of the Company limited to 4.99% of the outstanding common stock of the Company. The conversion price was 55% multiplied by the average of the two lowest trading prices for the common stock during the previous 20 trading days prior to the applicable conversion date. The Odyssey Convertible Promissory Note could be prepaid in full at 125% to 145% up to 180 days from origination. Through June 3, 2020, Odyssey converted $49,150 of principal and $4,116 of accrued interest into 52,961,921 shares of common stock of the Company. On June 8, 2020, Odyssey agreed to convert the remaining principal and accrued interest balance on the Odyssey Convertible Promissory Note of $475,850 and $135,000, respectively, to a term loan payable in six months in the form of a balloon payment, earlier if the Company has a funding event, bearing simple interest on the unpaid balance of 0% for the first three months and then 10% per annum thereafter.  During April 2022, Odyssey accepted to exchange all of its outstanding principal and interest of $685,682 into 137,136 of TPT Series E Preferred Shares.  

Effective September 30, 2020, we entered into a Purchase Agreement by which we agreed to purchase the 500,000 outstanding Series A Preferred shares of InnovaQor, Inc., our majority owned subsidiary, in an agreed amount of $350,000 in cash or common stock, if not paid in cash, at the five day average price preceding the date of the request for effectiveness after the filing of a registration statement on Form S-1. This was modified December 28 and 29, 2020, to provide for registration of 7,500,000 common shares for resale at the market price. Any balance due on notes will be calculated after an accounting for the net sales proceeds from sale of the stock by February 28, 2021 and may be paid in cash or stock thereafter. The Series A Preferred shares are being purchased from the Michael A. Littman, Atty. Defined Benefit Plan. The $350,000 was included as a Note Payable in prior years and bore no interest. During the year ended December 31, 2021, it was determined the there was a deficiency of approximately $185,000 from net sales proceeds which is accounted for as of December 31, 2023 in accounts payable.                             

 

(1)The terms of $40,000 of this balance are similar to that of the Line of Credit which bears interest at adjustable rates, 1 month Libor plus 2%, 4.34% as of December 31, 2018, and is secured by assets of the Company, is due August 31, 2019, as amended, and included 8,000 stock options as part of the terms (see Note 7). $500,500 is a line of credit that Blue Collar has with a bank, bears interest at Prime plus 1.125%, 6.38% as of December 31, 2018, and is due March 25, 2021. $10,000 is an amount the bears interest at 6%, subsequently increased to 11%, as it was due and not repaid on October 10, 2018. The remaining balances generally bear interest at approximately 10%, have maturity dates that are due on demand or are past due, are unsecured and are classified as current in the balance sheets.

(2)During 2017, the Company issued convertible promissory notes in the amount of $67,000 (comprised of $62,000 from two related parties and $5,000 from a former officer of CDH), all which are due May 1, 2020 and bear 6% annual interest (12% default interest rate). The convertible promissory notes are convertible, as amended, at $0.25 per share. During 2016, the Company acquired SDM which consideration included a convertible promissory note for $250,000 due August 31, 2018, as amended, does not bear interest, unless delinquent in which the interest is 12% per annum, and is convertible into common stock at $1.00 per share. The SDM balance is $202,688 as of December 31, 2018. During 2018, the Company issued convertible promissory notes in the amount of $537,200 to related parties and $10,000 to a non-related party which bear interest at 6% (11% default interest rate), are due 30 months from issuance and are convertible into Series C Preferred Stock at $1.00 per share. Because the Series C Preferred Stock has a conversion price of $0.15 per share, the issuance of Series C Preferred Stock promissory notes will cause a beneficial conversion feature of approximately $38,479 upon exercise of the convertible promissory notes.

F-20 
 
F-20

Table of Contents
(3)The Factoring Agreement with full recourse, due August 31, 2019, as amended, was established in June 2016 with a company that is controlled by a shareholder and is personally guaranteed by an officer of the Company. The Factoring Agreement is such that the Company pays a discount of 2% per each 30-day period for each advance received against accounts receivable or future billings. The Company was advanced funds from the Factoring Agreement for which $101,244 and $78,909 in principal remained unpaid as of December 31, 2018 and 2017, respectively.

 

The Company purchased all of the 500,000 Series A Super Majority Voting Preferred Shares of ASHI for a convertible note payable of $500,000 due in 180 days which bears interest at 6.0% per annum and is convertible to shares of the Company’s common stock at 85% of the volume weighted average price for the preceding 5 market trading days.  The ASHI convertible note payable was valued at $508,553 upon acquisition.

The remaining balances generally bear interest at approximately 10%, have maturity dates that are due on demand or are past due, are unsecured and are classified as current in the balance sheets.

(2) During 2017, the Company issued convertible promissory notes in the amount of $67,000 (comprised of $62,000 from two related parties and $5,000 from a former officer of CDH), all which were due May 1, 2020 and bear 6% annual interest (12% default interest rate). The convertible promissory notes are convertible, as amended, at $0.25 per share. These convertible promissory notes were not repaid May 1, 2020, and are delinquent.  The Company is working to renegotiate these promissory notes.

On June 11, 2019, the Company consummated a Securities Purchase Agreement with EMA Financial, LLC. (“EMA”) for the purchase of a $250,000 Convertible Promissory Note (“EMA Convertible Promissory Note”). The EMA Convertible Promissory Note is due June 11, 2020, pays interest at the rate of 12% (principal amount increases 200% and interest rate increases to 24% under default) per annum and gives the holder the right from time to time to convert all of the outstanding balance into common stock of the Company limited to 4.99% of the outstanding common stock of the Company. The conversion price is 55% multiplied by the lowest traded price for the common stock during the previous 25 trading days prior to the applicable conversion date. The EMA Convertible Promissory Note may be prepaid in full at 135% to 150% up to 180 days from origination. Prior to December 31, 2020, EMA converted $35,366 of principal into 147,700,000 shares of common stock of the Company.  As such, the principal and accrued interest balances owning to EMA at December 31, 2023 is $527,216 and $479,781, respectively. 1,000,000 warrants were issued in conjunction with the issuance of this debt. See Note 8.  See below regarding derivative securities in default.

On October 6, 2021, TPT Global Tech, Inc. and FirstFire Global Opportunities Fund, LLC. entered into a convertible promissory note totaling $1,087,000 and a securities purchase agreement (“FirstFire Note”). The FirstFire Note has an original issue discount of 8% and bears interest at 10%, with a default rate of 24%, and is convertible into shares of the Company’s common stock.  There is a mandatory conversion in the event a Nasdaq Listing prior to nine months from funding for which the Holder’s principal and interest balances will be converted at a price equal to 25% discount to the opening price on the first day the Company trades on Nasdaq. There is also a voluntary conversion of all principal and accrued interest at the discretion of the Holder at the lower of (1) 75% of the two lowest trade prices during the fifteen consecutive trading day period ending on the trading day immediately prior to the applicable conversion date or (2) discount to market based on subsequent financings with other investors. Subsequent debt issuances have lowered this price to $0.025 per share, adjusted to $.0075 subsequent to December 31, 2021. The Holder was given registration rights. The FirstFire Note may be prepaid in whole or in part of the outstanding balances at 115% prior to maturity. 225,000,000 common shares of the Company have been reserved with the transfer agent for possible conversion and exercise of warrants. Warrants to purchase 55,000,000 shares of common stock at 110% of the opening price on the first day the Company trades on the Nasdaq exchange were issued to the Holder.  Through December 31, 2023, the Company exercised its right to convert $660,660 of principal into 462,000,000 shares of common shares leaving a principal and accrued interest balance at December 31, 2023 of $698,090 in principal and $664,028 in accrued interest.  See below regarding derivative securities in default.

On October 13, 2021, TPT Global Tech, Inc. and Cavalry Investment Fund LP entered into a convertible promissory note totaling $271,250 and a securities purchase agreement (“Cavalry Investment Note”). The Cavalry Investment Note has an original issue discount of 8% and bears interest at 10%, with a default rate of 24%, and is convertible into shares of the Company’s common stock.  There is a mandatory conversion in the event a Nasdaq Listing prior to nine months from funding for which the Holder’s principal and interest balances will be converted at a price equal to 25% discount to the opening price on the first day the Company trades on Nasdaq. There is also a voluntary conversion of all principal and accrued interest at the discretion of the Holder at the lower of (1) 75% of the two lowest trade prices during the fifteen consecutive trading day period ending on the trading day immediately prior to the applicable conversion date or (2) discount to market based on subsequent financings with other investors. Subsequent debt issuances have lowered this price to $0.025 per share, adjusted to $.0075 subsequent to December 31, 2021. The Holder was given registration rights. The Cavalry Investment Note may be prepaid in whole or in part of the outstanding balances at 115% prior to maturity. 56,250,000 common shares of the Company have been reserved with the transfer agent for possible conversion and exercise of warrants. Warrants to purchase 13,750,000 shares of common stock at 110% of the opening price on the first day the Company trades on the Nasdaq exchange were issued to the Holder.  Through December 31, 2023, the Company exercised its right to convert $67,000 of principal into 55,833,334 shares of common stock leaving a principal and accrued interest balance at December 31, 2023 of $272,688 and $137,595, respectively.  See below regarding derivative securities in default.

(4)F-21
The Line

Table of Credit originated with a bank and was secured by the personal assets of certain shareholders of Copperhead Digital. During 2016, the Line of Credit was assigned to the Copperhead Digital shareholders, who subsequent to the Copperhead Digital acquisition by TPTG became shareholders of TPTG, and the secured personal assets were used to pay off the bank. The Line of Credit bears a variable interest rate based on the 1 Month LIBOR plus 2.0%, 3.91% as of December 31, 2018, is payable monthly, and is secured by the assets of the Company. 1,000,000 shares of Common Stock of the Company have been reserved to accomplish raising the funds to pay off the Line of Credit. Since assignment of the Line of Credit to certain shareholders, which balance on the date of assignment was $2,597,790, those shareholders have loaned the Company $445,600 under the similar terms and conditions as the line of credit but most of which were also given stock options totaling 85,120 (see Note 7) and is due, as amended, August 31, 2019. During the year ended December 31, 2018, those same shareholders and one other have loaned the Company money in the form of convertible loans of $537,200 described in (2) above.Contents

 

On October 13, 2021, TPT Global Tech, Inc. and Cavalry Fund I, LP entered into a convertible promissory note totaling $815,250 and a securities purchase agreement (“Cavalry Fund I Note”). The Cavalry Fund I Note has an original issue discount of 8% and bears interest at 10%, with a default rate of 24%, and is convertible into shares of the Company’s common stock.  There is a mandatory conversion in the event a Nasdaq Listing prior to nine months from funding for which the Holder’s principal and interest balances will be converted at a price equal to 25% discount to the opening price on the first day the Company trades on Nasdaq. There is also a voluntary conversion of all principal and accrued interest at the discretion of the Holder at the lower of (1) 75% of the two lowest trade prices during the fifteen consecutive trading day period ending on the trading day immediately prior to the applicable conversion date or (2) discount to market based on subsequent financings with other investors. Subsequent debt issuances have lowered this price to $0.0075 per share. The Holder was given registration rights. The Cavalry Fund I Note may be prepaid in whole or in part of the outstanding balances at 115% prior to maturity. 168,750,000 common shares of the Company have been reserved with the transfer agent for possible conversion and exercise of warrants. Warrants to purchase 41,250,000 shares of common stock at 110% of the opening price on the first day the Company trades on the Nasdaq exchange were issued to the Holder. Through December 31, 2023, the Company exercised its right to convert $192,230 of principal and penalties into 168,750,000 shares of common stock leaving a principal and accrued interest balance at December 31, 2023 of $826,833 and $414,419.  See below regarding derivative securities in default.

On January 31, 2022, TPT Global Tech, Inc. and Talos Victory Fund, LLC entered into a convertible promissory note totaling $271,750 and a securities purchase agreement (“Talos Note”). The Talos Note is due twelve months from funding, has an original issue discount of 8% and interest rate at 10% per annum (default, as defined, at 16%). There is an optional conversion in the event a Nasdaq Listing prior to nine months from funding for which the Holder’s principal and interest balances will be converted at a price equal to 25% discount to the opening price on the first day the Company trades on Nasdaq. There is also a voluntary conversion of all principal and accrued interest at the discretion of the Holder at $0.0075. The Holder was given registration rights. The Talos Note may be prepaid in whole or in part of the outstanding balances at 100% prior to maturity unless the Holder chose to convert their balances into common stock which they have three days to do so. 73,372,499 common shares of the Company have been reserved with the transfer agent for possible conversion and exercise of warrants. Warrants, expiring five years from issuance, were issued to exercise up to 9,058,333 warrants to purchase 9,058,333 common shares at $0.015, provided, however, that if the Company consummates an Uplist Offering on or before July 6, 2022 then the exercise price shall be 110% of the offering price at which the Uplist Offering is made. The Company and the holder executed the securities purchase agreement in accordance with and in reliance upon the exemption from securities registration for offers and sales to accredited investors afforded, inter alia, by Rule 506 under Regulation D as promulgated by the SEC under the 1933 Act, and/or Section 4(a)(2) of the 1933 Act. Through December 31, 2023, Talos exercised its right to convert $300,675 of principal and interest into 40,090,000 shares of common stock leaving a zero balance of principal and accrued interest.  See below regarding derivative securities in default.

On January 31, 2022, TPT Global Tech, Inc. and Blue Lake Partners, LLC entered into a convertible promissory note totaling $271,750 and a securities purchase agreement (“Blue Lake Note”). The Blue Lake Note is due twelve months from funding, has an original issue discount of 8% and interest rate at 10% per annum (default, as defined, at 16%). There is an optional conversion in the event a Nasdaq Listing prior to nine months from funding for which the Holder’s principal and interest balances will be converted at a price equal to 25% discount to the opening price on the first day the Company trades on Nasdaq. There is also a voluntary conversion of all principal and accrued interest at the discretion of the Holder at $0.0075. The Holder was given registration rights. The Blue Lake Note may be prepaid in whole or in part of the outstanding balances at 100% prior to maturity unless the Holder chose to convert their balances into common stock which they have three days to do so. 73,372,499 common shares of the Company have been reserved with the transfer agent for possible conversion and exercise of warrants. Warrants, expiring five years from issuance, were issued to exercise up to 9,058,333 warrants to purchase 9,058,333 common shares at $0.015, provided, however, that if the Company consummates an Uplist Offering on or before July 6, 2022 then the exercise price shall equal 110% of the offering price at which the Uplist Offering is made. The Company and the holder executed the securities purchase agreement in accordance with and in reliance upon the exemption from securities registration for offers and sales to accredited investors afforded, inter alia, by Rule 506 under Regulation D as promulgated by the SEC under the 1933 Act, and/or Section 4(a)(2) of the 1933 Act.  Through December 31, 2023, Blue Lake exercised its right to convert $360,447 of principal, interest and penalties into 48,059,600 of common shares leaving a balance of $8,165 in principal and $0 of accrued interest as of December 31, 2022.  See below regarding derivative securities in default.

(5)F-22
$350,000 represents cash due to the prior owners

Table of the technology acquired in December 2016 from the owner of the Lion Phone which is due to be paid as agreed by TPTG and the former owners of the Lion Phone technology and has not been determined. $4,000,000 represents a promissory note included as part of the consideration of ViewMe Live technology acquired in 2017, later agreed to as being due and payable in full, with no interest with $2,000,000 from debt proceeds intended to be obtained in 2018 and the remainder from proceeds from the second Company public offering intended to be in 2019. On September 1, 2018, the Company closed on its acquisition of Blue Collar. Part of the acquisition included a promissory note of $1,600,000 (fair value of $1,533,217, net of a discount to fair value of $66,783 which is being amortized through expense through the due date of May 1, 2019) and interest at 3% from the date of closure. $29,681 was amortized as interest expense in the year ended December 31, 2018. The promissory note is secured by the assets of Blue Collar.Contents

 

On June 13, 2022, TPT Global Tech, Inc. and 1800 Diagonal Lending LLC entered into a $200,760 promissory note agreement (1800 Diagonal Note”). The 1800 Diagonal Note has an original issue discount of 12%, or $21,510, and bears interest at 22%, and is convertible into shares of the Company’s common stock only under default, as defined. 10 payments of $22,485 beginning on July 30, 2022 are to be made each month totaling $224,851. At any time following default, as defined, conversion rights exist at a discount rate of 25% of the lowest trading price for the Company’s common stock during the previous 10 trading days prior to conversion. 194,676,363 common shares of the Company have been reserved with the transfer agent for possible conversion under a default. During the years ended December 31, 2023 and 2022, 1800 Diagonal exercised its right to convert $146,903 and $90,000 of principal, interest into 127,426,443 and 63,560,606, respectively, of common shares leaving a balance of $0 in principal and accrued interest as of December 31, 2022.  See below regarding derivative securities in default.

On February 8, 2023, TPT Global Tech, Inc. and 1800 Diagonal Lending LLC entered into a $81,675 promissory note agreement (1800 Diagonal Note #2”). The 1800 Diagonal Note #2 has an original issue discount of 9%, or $7,425, and bears interest at 9%, 22% upon default, and is convertible into shares of the Company’s common stock only under default, as defined.  Total of $81,675 plus and accrued interest is due February 8, 2024. A penalty on the principal balance has been accrued of $40,838 because of defaults of covenants on other financing arrangements. At any time following default, as defined, conversion rights exist at a discount rate of 25% of the lowest trading price for the Company’s common stock during the previous 10 trading days prior to conversion. 150,000,000 common shares of the Company have been reserved with the transfer agent for possible conversion under a default. Through December 31, , 2023, 1800 Diagonal Lending LLC has exercised its right to convert $106,159 in principal or interest into 509,055,556 common shares leaving a balance of $57,195 in principal and $6,941 in accrued interest as of December 31, 2023.  See below regarding derivative securities in default.

On February 9, 2023, TPT Global Tech, Inc. and FirstFire Global Opportunities Fund, LLC (“First Fire”) entered into a $330,000 promissory note agreement (Firstfire Note #2”). The FirstFire Note #2 has an original issue discount of 9%, or $30,000, and bears interest at 10%, 20% upon default, and is convertible into shares of the Company’s common stock only under default, as defined.  $33,000 of interest is considered earned at the issue date.  Total of $330,000 plus accrued interest is due February 8, 2024. A penalty on the principal balance has been accrued of $165,000 because of defaults of covenants on other financing arrangements. Conversion rights exist that at any time after issuance, the FirstFire Note #2 can be exchanged for shares of common stock at $.0012 per share. 350,000,000 common shares of the Company’s common stock have been reserved with the transfer agent for possible conversion. Through December 31, 2023, First Fire has not exercised its right to convert any balances into common shares leaving a balance of $495,000 in principal and $103,950 in accrued interest as of December 31, 2023.

Dated October 31, 2023, but consummated on November 8, 2023, TPT Global Tech, Inc. and 1800 Diagonal Lending LLC entered into a 9% Convertible Promissory Note totaling $83,750 (the “1800 Diagonal Note #3”). The 1800 Diagonal Note #3 bears interest at 9%, 22% upon default, is due August 15, 2024 and is convertible, with any outstanding accrued interest or fees, into restricted shares of Common Stock of the Company at a discount of 39% of the market. There are no warrants or options attached to this Note. The Company has initially reserved 600,000,000 shares of Common Stock for conversion pursuant to the Note.

The Company entered into a convertible note payable March 27, 2023 with Michael Littman, Atty Defined Benefit Plan for the acquisition of 500,000 Series A Super Majority Voting Preferred Shares of ASHI due in 180 days, bearing interest at 6.0% per annum (12% default rate) and is convertible into shares of the Company’s common stock at 85% of the volume weighted average price for the preceding five market trading days.

The Company is in default under all of its derivative financial instruments and has accounted for these defaults under each agreements default provisions. In February 2022, the Company defaulted on its FirstFire, Cavalry Investment, and Cavalry Fund I Notes for failure to uplist within one hundred twenty (120) days from the date of the Notes. 1800 Diagonal and 1800 Diagonal #2 were in default from cross default provisions. In total, $253,318 and $704,411  was recorded as interest expense for the years ended December 31, 2023 and 2022, respectively, representing additional principal and interest because of default. Notice of default was received from EMA for not reserving enough shares for conversion and for not having filed a Form S-1 Registration Statement with the Securities and Exchange Commission. It was the intent of the Company to pay back all derivative securities prior to the due dates but that has not occurred in case of EMA. As such, the Company is currently in negotiations with EMA and relative to extending the due date and changing terms on the Note.  The Company has been named in a lawsuit by EMA for failing to comply with a Securities Purchase Agreement entered into in June 2019.  See Note 9 Other Commitments and Contingencies. 

(6)F-23
The shareholder debt represents funds given to TPTG or subsidiaries by officers and managers

Table of the Company as working capital. There are no writtenContents

(3) On April 1, 2022, the Company entered into a Future Receivable Sale and Purchase Agreement (“Mr. Advance Agreement”) with Mr. Advance LLC (”Mr. Advance”). The balance to be purchased and sold is $411,000 for which the Company received $270,715, net of fees. Under the Mr. Advance Agreement, the Company is to pay $8,935 per week for 46 weeks at an effective interest rate of approximately 36% annually.   The Company is in default with this Agreement for non-payment and is working to restructure its terms. The balance outstanding as of December 31, 2023 is $214,484 net of discounts and payments made.

On April 1, 2022, the Company entered into a Future Receipts Sale and Purchase Agreement (“CLOUDFUND Agreement”) with CLOUDFUND LLC (”CLOUDFUND”). The balance to be purchased and sold is $411,000 for which the Company received $272,954, net of fees. Under the CLOUDFUND Agreement, the Company is to pay $8,935 per week for 46 weeks at an effective interest rate of approximately 36% annually.  The Company is in default with this Agreement for non-payment and is working to restructure its terms. 

The balance outstanding as of December 31, 2023 is $244,670, net of discounts.

On April 27, 2022, the Company entered into a Future Receivables Sale and Purchase Agreement (“Fox Capital Agreement”) with Fox Capital Group, Inc. (”Fox Capital”). The balance to be purchased and sold is $138,000 for which the Company received $90,000, net of fees. Under the Fox Capital Agreement, the Company is to pay $4,313 per week for 32 weeks at an effective interest rate of approximately 36% annually.  The Company is in default with this Agreement for non-payment and is working to restructure its terms. 

The balance outstanding as of December 31, 2023 is $78,313, net of discounts.

(4) The Line of Credit originated with a bank and was secured by the personal assets of certain shareholders of Copperhead Digital. During 2016, the Line of Credit was assigned to the Copperhead Digital shareholders, who subsequent to the Copperhead Digital acquisition by TPTG became shareholders of TPTG, and the secured personal assets were used to pay off the bank. The Line of Credit bears a variable interest rate based on the 1 Month LIBOR plus 2.0%, 4.4% as of December 31, 2022, is payable monthly, and is secured by the assets of the Company. 1,000,000 shares of Common Stock of the Company have been reserved internally to accomplish raising the funds to pay off the Line of Credit. Since assignment of the Line of Credit to certain shareholders, which balance on the date of assignment was $2,597,790, those shareholders have loaned the Company $445,600 under the similar terms and conditions as the line of credit but most of which were also given stock options totaling $85,120 which expired as of December 31, 2019 (see Note 8) and was due, as amended, August 31, 2020.  $300,461 of the principal balance was exchanged for 60,092 shares of Series E Preferred Stock in April 2022.  See Note 8.  The Company is in negotiations to refinance this Line of Credit.

During the years ended December 31, 2019 and 2018, those same shareholders and one other have loaned the Company money in the form of convertible loans of $136,400 and $537,200, respectively, described in (2) and (6).

(5) $350,000 represents cash due to the prior owners of the technology acquired in December 2016 from the owner of the Lion Phone which is due to be paid as agreed by the Company and the former owners of the Lion Phone technology and has not been determined.

$4,000,000 represents a promissory note included as part of the consideration of VuMe, formerly ViewMe Live technology acquired in 2017, later agreed to as being due and payable in full, with no interest with $2,000,000 from debt proceeds and the remainder from proceeds from a second Company public offering.

$1,000,000 represents a promissory note which was entered into on May 6, 2020 for the acquisition of Media Live One Platform from Steve and Yuanbing Caudle for the further development of software. This was expensed as research and development in the year ended December 31, 2020. This $1,000,000 promissory note is non-interest bearing, due after funding has been received by the Company from its various investors and other sources. Mr. Caudle is a principal with the Company’s VuMe technology.

Both the $4,000,000 and $1,000,000 promissory notes related to the VuMe technology and Media Live One Platform were exchanged through a Software Acquisition Agreement dated as of March 25, 2022 for shares of the Company’s Series E Preferred Stock.  See Note 8.  In this same agreement, the Company agreed to pay Mr. and Mrs. Caudle $1,750,000 for additional developed software that will be used with the VuMe technology which was expensed as research and development during the year ended December 31, 2022.  $200,000 had been paid and was accounted for as a deposit as of December 31, 2021.  Subsequently, this was used against the purchase price and the remainder was setup as a note payable as of December 31, 2022. $550,000 to be paid from first proceeds raised by the Company and $1,000,000 as agreed by the Company and Mr. and Mrs. Caudle.

$115,500 represents part of a $500,000 Note Payable related to the acquisition of 75% of Air Fitness, payable six months from the date of the note or as agreed by the Company out of future capital raising efforts.  During 2022, $384,500 of the Note Payable and $49,985 of accrued interest were exchanged for 104,961 Series E Preferred Shares.

(6) During 2018, the Company issued convertible promissory notes in the amount of 537,200 to related parties and $10,000 to a non-related party which bear interest at 6% (11% default interest rate), are due 30 months from issuance and are convertible into Series C Preferred Stock at $1.00 per share.  $106,000 of these notes were exchanged for 21,200 shares of Series E Preferred Stock in April 2022 and $19,400 were repaid prior to December 31, 2021.

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Table of repayment or interest that is being accrued to these amounts and they will only be paid back, according to management, if cash flows support it. They are classified as current in the balance sheets.Contents

(7) The bank loan we previously had with Crestmark Bank, later known as Pathward Bank, was paid off by Michael Murphy in December 2023, a related party who had guaranteed the loan.  The terms and conditions with Mr. Murphy have not been put in writing but the intent as communicated by Mr. Murphy is for the new terms to simulate terms and conditions as was with Crestmark Bank and have the Company pay monthly interest payments, for now.  The bank loan principal was for $360,000 dated May 28, 2019 which bore interest at Prime plus 6%, 14.5% as of December 31, 2023 and, as amended, was interest only through October 1, 2023 at which time the monthly payment of principal and interest of $40,000 was required until the due date of May 1, 2024. The bank loan was collateralized by the assets of the Company and guaranteed by Mr. Murphy.  This loan was considered in default when Mr. Murphy paid it off, which payoff was approximately $397,000 including accrued interest and penalties.

The other shareholder debt represents funds given to TPTG or subsidiaries by officers and managers of the Company as working capital. There are no written terms of repayment or interest that is being accrued to these amounts and they will only be paid back, according to management, if cash flows support it. They are classified as current in the balance sheets.

 

See Lease financing arrangement in Note 8.9.

 

NOTE 6 – DERIVATIVE FINANCIAL INSTRUMENTS

The Company previously adopted the provisions of ASC subtopic 825-10, Financial Instruments (“ASC 825-10”). ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

The derivative liability as of December 31, 2023, in the amount of $9,827,723 has a level 3 classification under ASC 825-10.

The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities as of December 31, 2023. 

 

 

Debt Derivative Liabilities

 

Balance, December 31, 2021

 

$4,042,910

 

Change in derivative liabilities from new notes payable

 

 

622,518

 

Change in derivative liabilities from conversion of notes payable

 

 

(493,101)

Change in fair value of derivative liabilities at end of period – derivative expense

 

 

650,071

 

Balance, December 31, 2022

 

$4,822,398

 

Change in derivative liabilities from new notes payable

 

 

561,164

 

Change in derivative liabilities from conversion of notes payable

 

 

(991,929)

Change in fair value of derivative liabilities at end of period – derivative expense (gain)

 

 

5,436,087

 

Balance, September 30, 2023

 

$9,827,723

 

Convertible notes payable and warrant derivatives – The Company issued convertible promissory notes which are convertible into common stock, at holders’ option, at a discount to the market price of the Company’s common stock. The Company has identified the embedded derivatives related to these notes relating to certain anti-dilutive (reset) provisions. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of debenture and to fair value as of each subsequent reporting date.

As of December 31, 2023, the Company marked to market the fair value of the debt derivatives and determined a fair value of $9,827,723 ($9,786,906 from the convertible notes and $40,817 from the warrants) in Note 8. The Company recorded an expense of $5,436,087 and $650,071 from change in fair value of debt derivatives for the years ended December 31, 2023 and 2022, respectively. The fair value of the embedded derivatives was determined using Monte Carlo simulation method based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 214.2% to 558.3%, (3) weighted average risk-free interest rate of 4.01% to 5.06% (4) expected life of 0.167 to 3.08 years, and (5) the quoted market price of $0.001 for the Company’s common stock.

See Financing lease arrangements in Note 9.

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NOTE 7 - INCOME TAXES

 

The following table sets forth the components of the Company’s income tax expense (benefit) for the years ended December 31, 20182023 and 2017:2022:

 

Current: 2018 2017
Federal State and local $—     —   
Total Current $—     —   
Deferred:        
Federal State and local benefit $(1,129,273)  (791,570)
Net operating loss, net of state tax effect  (84,070)  (47,462)
Meals and entertainment  2,183   2,736 
Stock based expenses  235,256   —   
Other  84,071   56,796 
Allowance  891,833   779,500 
Total Benefit $—     —   

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Current:

 

2023

 

 

2022

 

Federal State and local

 

$

 

 

$

 

Total Current

 

 

 

 

 

 

Deferred:

 

 

 

 

 

 

 

 

Federal State and local benefit

 

 

(2,188,648)

 

 

(4,567,483)

Net operating loss, net of state tax effect

 

 

(60,546)

 

 

(60,546)

Meals and entertainment

 

 

12,347

 

 

 

616

 

Stock based expenses

 

 

20,591

 

 

 

4,473

 

Impairment

 

 

---

 

 

 

1,529,488

 

Amortization

 

 

---

 

 

 

137,808

 

Derivative expense

 

 

1,141,578

 

 

 

136,515

 

Loss (Gain) on extinguishment

 

 

(132,766)

 

 

472,099

 

Change in allowance

 

 

1,207,444

 

 

 

2,347,030

 

Total Benefit

 

$

 

 

$

 

 

The following table sets forth a reconciliation of the Company’s income tax expense (benefit) as the federal statutory rate to recorded income tax expense (benefit) for the years ended December 31, 20182023 and 2017:2022:

 

 2018 2017

 

2023

 

2022

 

Statutory rate  21%  21%

Income tax at Federal statutory rate

 

21%

 

21%
Change in valuation allowance  (21%)  (21%)

 

(21

%) 

 

(21

%) 

Stock based compensation  (0%)  (0%)

 

(0

%) 

 

(0

%) 

Net operating loss, net of state tax effect  (1%)  (1%)

 

(1

%) 

 

(1

%) 

Other  (1%)  (1%)

 

(1

%) 

 

(1

%) 

Total  —     —   

 

 

 

 

The following table sets forth the components of the Company’s deferred income taxes as of December 31, 20182023 and 2017:2022:

 

Current deferred tax assets (liabilities): 2018 2017
Valuation allowance $—     —   
Total current deferred tax asset (liability) $—     —   
         
Noncurrent deferred tax assets (liabilities):        
Intangible assets amortization $620,447   460,773 
Net operating loss carry forwards  1,681,403   949,243 
Stock base compensation  1,287,336   1,287,336 
Other  98,927   98,927 
Less; Valuation allowance $(3,688,113)  (2,796,279)
Total noncurrent deferred tax asset (liability)  —     —   
         
Total deferred tax asset (liability) $—     —   

Current deferred tax assets (liabilities):

 

2023

 

 

2022

 

Valuation allowance

 

$

 

 

$

 

Total current deferred tax asset (liability)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noncurrent deferred tax assets (liabilities):

 

 

 

 

 

 

 

 

Derivative (gain) expense

 

 

795,339

 

 

 

1,936,917

 

Intangible assets amortization

 

 

2,122,194

 

 

 

1,687,645

 

Net operating loss carry forwards

 

 

9,154,645

 

 

 

8,011,600

 

Stock base compensation

 

 

2,176,660

 

 

 

2,016,952

 

Loss (gain) on debt extinguishment

 

 

339,333

 

 

 

(1,207,765)

Less; Valuation allowance

 

 

(14,588,170)

 

$(12,445,349)

Total noncurrent deferred tax asset (liability)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total deferred tax asset (liability)

 

$

 

 

$

 

 

The Company has approximately $8,000,000$44,000,000 and 4,500,000$38,000,000 of net operating loss carry forwards as of December 31, 20182023 and 2017,2022, respectively, which expire in varying amounts, if unused. Because of the change in ownership of more than 50% of the Company in accordance with Section 382 of the IRS Code, these net operating loss carry forwards may be significantly limited to use in future periods.

 

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NOTE 7 - STOCKHOLDERS' EQUITY8 – STOCKHOLDERS’ DEFICIT

Preferred Stock

 

As of December 31, 2018,2023, we had authorized 100,000,000 shares of Preferred Stock, of which certain shares had been designated as Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series CE Preferred Stock.

 

All Preferred Stock is classified as mezzanine equity as a result of the Company not having enough authorized common shares to be able to issue common shares upon their conversion.

Series A Convertible Preferred Stock

 

In February 2015, theThe Company designated 1,000,000 shares of Preferred Stock as Series A Preferred Stock.  In February 2015, the Board of Directors authorized the issuance of 1,000,000 shares of Series A Preferred Stock to Stephen Thomas, Chairman, CEO and President of the Company, valued at $3,117,000 for compensation expense.  These shares are outstanding as of December 31, 2023.

 

The Series A Preferred Stock was designated in February 2016, has a par value of $.001, is redeemable at the Company’s option at $100 per share, is senior to any other class or series of outstanding Preferred Stock or Common Stock and does not bear dividends. The Series A Preferred Stock has a liquidation preference immediately after any Senior Securities, as defined and amended, of an amount equal to $100 per share.amounts payable owing, including contingency amounts where Holders of the Series A have personally guaranteed obligations of the Company.

As of December 31, 2023, by amendment,  holders of the Series A Preferred Stock shall, collectively have the right to convert all of their Series A Preferred Stock when conversion is elected into that number of shares of Common Stock of the Company, as amended and restated July 5, 2022 by the Board of Directors and a majority of the outstanding voting shares of the Company, determined by the following formula: 60% of the issuedcommon shares computed to include all projected conversions of all convertible debt and outstanding Common Sharesany other classes of Preferred Stock as computed immediately afterif the transactionconversions had taken place at the stated conversion price per share (i.e. for conversion. For further clarification, the 60%avoidance of doubt – “fully diluted” as if such conversion had occurred prior to the Series A conversion.) The Company determined that due to the significance of the issuedamendment, it should be accounted for as an extinguishment and outstanding common shares includes whatfair valued the holdersamended Series A Preferred Stock at $42,983,742, creating a deemed dividend of $39,866,742.  The valuation of the amended Series A Preferred Stock was done by a qualified independent third party.

The record Holders of the Series A Preferred Stock may already hold in common shares at the time of

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conversion. The Series A Preferred Stock, collectively, shall  have the right to vote as if converted prior to the vote to an amount of shares equal to 60% of the outstandingcommon shares computed to include all projected conversions of all convertible debt and any other classes of Preferred Stock as if the conversions had taken place at the stated conversion price per share (i.e. for the avoidance of doubt – “fully diluted” as if such conversion had occurred prior to the Series A conversion) on any matter with holders of Common Stock for any vote required to approve any action, which Florida law provides may or must be approved by vote or consent of the Company.holders of other series of voting shares and the holders of Common Stock or the holders of other securities entitled to vote, if any.

 

In February 2015, the Board of Directors authorized the issuance of 1,000,000 shares ofThe Series A Preferred Stock to Stephen Thomas, Chairman, CEO and Presidentis classified as mezzanine equity as a result of the Company valued at $3,117,000 for compensation expense.not having enough authorized common shares to be able to issue common shares upon their conversion.

 

Series B Convertible Preferred Stock

 

In February 2015, the Company designated 3,000,000 shares of Preferred Stock as Series B Convertible Preferred Stock. There are 2,588,693 shares of Series B Convertible Preferred Stock outstanding as of December 31, 2018.

 

The Series B Preferred Stock was designated in February 2015, has a par value of $.001, is not redeemable, is senior to any other class or series of outstanding Preferred Stock, except the Series A Preferred Stock, or Common Stock and does not bear dividends. The Series B Preferred Stock has a liquidation preference immediately after any Senior Securities, as defined and currently the Series A Preferred Stock, and of an amount equal to $2.00 per share. Holders of the Series B Preferred Stock have a right to convert all or any part of the Series B Preferred Shares and will receive and equal amountnumber of common shares at the conversion price of $2.00 per share. The Series B Preferred Stock holdersStockholders have a right to vote on any matter with holders of Common Stock and shall have a number of votes equal to that number of Common Shares on a one to oneone-to-one basis.

 

There are 2,588,693 shares of Series B Convertible Preferred Stock outstanding as of December 31, 2023.

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The Series B Preferred Stock is classified as mezzanine equity as a result of the Company not having enough authorized common shares to be able to issue common shares upon their conversion.

Series C Convertible Preferred Stock

 

In May 2018, the Company designated 3,000,000 shares of Preferred Stock as Series C Convertible Preferred Stock.  There are no shares of Series C Convertible Preferred Stock outstanding as of December 31, 2018.

 

The Series C Preferred Stock was designated in May 2018, has a par value of $.001, is not redeemable, is senior to any other class or series of outstanding Preferred Stock, except the Series A and Series B Preferred Stock, or Common Stock and does not bear dividends. The Series C Preferred Stock has a liquidation preference immediately after any Senior Securities, as defined and currently the Series A and B Preferred Stock, and of an amount equal to $2.00 per share. Holders of the Series C Preferred Stock have a right to convert all or any part of the Series C Preferred Shares and will receive an equal amountnumber of common shares at the conversion price of $0.15 per share. The Series C Preferred Stock holdersStockholders have a right to vote on any matter with holders of Common Stock and shall have a number of votes equal to that number of Common Shares on a one to oneone-to-one basis.

 

CommonThere are no shares of Series C Convertible Preferred Stock outstanding as of December 31, 2023.  There are approximately $553,100 in convertible notes payable convertible into Series C Convertible Preferred Stock which compromise some of the common stock equivalents calculated in Note 1. 

The Series C Preferred Stock is classified as mezzanine equity as a result of the Company not having enough authorized common shares to be able to issue common shares upon their conversion.

Series D Convertible Preferred Stock

On July 6, 2020, September 15, 2021 and Capital ContributionsMarch 20, 2022, the Company amended its Series D Designation from January 14, 2020. These Amendments changed the number of shares to 10,000,000 shares of the authorized 100,000,000 shares of the Company's $0.001 par value preferred stock as the Series D Convertible Preferred Stock ("the Series D Preferred Shares.") 

Series D Preferred shares have the following features: (i) 6% Cumulative Annual Dividends payable on the purchase value in cash or common stock of the Company at the discretion of the Board and payment is also at the discretion of the Board, which may decide to cumulate to future years; (ii) Any time after 12 months from issuance an option to convert to common stock at the election of the holder @ 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00. ; (iii) Automatic conversion of the Series D Preferred Stock shall occur without consent of holders upon any national exchange listing approval and the registration effectiveness of common stock underlying the conversion rights. The automatic conversion to common from Series D Preferred shall be @ 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00, which shall be post-reverse split as may be necessary for any Exchange listing (iv) Registration Rights – the Company has granted Piggyback Registration Rights for common stock underlying conversion rights in the event it files any other Registration Statement (other than an S-1 that the Company may file for certain conversion common shares for the convertible note financing that was arranged and funded in 2019). Further, the Company will file, and pursue to effectiveness, a Registration Statement or offering statement for common stock underlying the Automatic Conversion event triggered by an exchange listing. (v) Liquidation Rights - $5.00 per share plus any accrued unpaid dividends – subordinate to Series A, B, and C Preferred Stock receiving full liquidation under the terms of such series. The Company has redemption rights for the first year following the Issuance Date to redeem all or part of the principal amount of the Series D Preferred Stock at between 115% and 140%.

During the year ended December 31, 2021, 46,649 shares of Series D Preferred Share were purchased for $233,244 of which Stephen Thomas, CEO of the Company, acquired 36,649 for $183,244.  The remainder of the shares were purchased by a third party.

 

As of December 31, 2018,2023, there are 46,649 Series D Preferred shares outstanding.

The Series D Preferred Stock is classified as mezzanine equity as a result of the Company not having enough authorized common shares to be able to issue common shares upon their conversion.

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Series E Convertible Preferred Stock

On March 20, 2022, the Company amended its Series E Designation from November 10, 2021.  As amended, the Company designated 10,000,000 shares of the authorized 100,000,000 shares of the Company's $0.001 par value preferred stock as the Series E Convertible Preferred Stock ("the Series E Preferred Shares").

Series E Preferred shares have the following features: (i) 6% Cumulative Annual Dividends payable on the purchase value in cash or common stock of the Company at the discretion of the Board and payment is also at the discretion of the Board, which may decide to cumulate to future years; (ii) Any time after 12 months from issuance an option to convert to common stock at the election of the holder @ 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00. ; (iii) Automatic conversion of the Series E Preferred Stock shall occur without consent of holders upon any national exchange listing approval and the registration effectiveness of common stock underlying the conversion rights. The automatic conversion to common from Series E Preferred shall be @ 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00, which shall be post-reverse split as may be necessary for any Exchange listing (iv) Registration Rights – the Company has granted Piggyback Registration Rights for common stock underlying conversion rights in the event it files any other Registration Statement (other than an S-1 that the Company may file for certain conversion common shares for the convertible note financing that was arranged and funded in 2019). Further, the Company will file, and pursue to effectiveness, a Registration Statement or offering statement for common stock underlying the Automatic Conversion event triggered by an exchange listing. (v) Liquidation Rights - $5.00 per share plus any accrued unpaid dividends – subordinate to Series A, B, C and D Preferred Stock receiving full liquidation under the terms of such series. The Company has redemption rights for the first year following the Issuance Date to redeem all or part of the principal amount of the Series E Preferred Stock at between 115% and 140%.

As of December 31, 2023, there are 2,043,507 Series E Preferred shares outstanding as a result of exchanges of accounts payable, financing arrangements and lease agreements.  The Series E Preferred shares were given a fair value by a third-party valuation of $6.53 per share for which they were recorded as of December 31, 2022.  The difference between the valuation at $6.53 per share or $13,344,101 and the amount of accounts payable, financing arrangements and lease agreement balances of $10,987,307 or $2,356,794 was recorded as a loss on debt extinguishment for the year ended December 31, 2022.

The Series E Preferred Stock is classified as mezzanine equity as a result of the Company not having enough authorized common shares to be able to issue common shares upon their conversion.

Common Stock

As of December 31, 2023, we had authorized 1,000,000,0004,500,000,000 shares of Common Stock, of which 136,953,9042,456,634,910 common shares are issued and outstanding.  On January 17, 2024, this was increased to 15,000,000,000.

 

Common Stock Contributions RelatedIssued for Conversion of Debt

During the year ended December 31, 2023, the Company issued 1,140,904,043 common shares valued at $1,206,188 for $846,479 of principal, interest, penalties and fees and recorded a loss on extinguishment of $632,220.  During the year ended December 31, 2022, the Company issued 333,871,496 common shares valued at $1,439,894 for $1,076,782 of principal, interest, penalties and fees and recorded a loss on extinguishment of $363,112. 

Common Stock Issued for Services

On August 6, 2023 and December 18, 2023, the Board granted 1,000,000 and 2,000,000 shares, respectively, of common stock of the Company to Acquisitionsconsultants for their consulting services rendered to the Company. The shares are to be considered fully vested upon grant and represented partial payment for past services rendered.  These shares were recorded to expense at $1,100 and $800, respectively, for the year ended December 31, 2023.

On September 8, 2023, the Board of Directors granted 52,830,333 shares of common stock to Edward Cabrera, Eduardo Cabrea and Mawe Capital Management, LLC for a $75,000 fee in relation to raising capital. The shares are to be considered fully vested upon grant. The share numbers have been calculated based on the average 5-day price per share of TPTW common stock of $0.00144 to get 52,830,333 shares. The common shares will have piggyback rights and shall be registered in any filed registration form. If the average closing price during the five prior to Friday, September 30, 2023 is more than 50% of the five days prior to the signing of this agreement, then the cash difference from the $75,000 may be applied to reduce any Network 1 advisory fee (if there are any) for the NASDAQ listing process.  These shares were recorded as expense at $85,628 for the year ended December 31, 2023.

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Common Stock Issued for Expenses and Liabilities

The Company issued 7,500,000 shares of stock to Mr. Littman in accordance with its December 28 and 29, 2020 agreements as described in Note 5.  These shares were included in a Form S-1 filed by the Company on January 15, 2021.  During the year ended December 31, 2021, it was determined in accordance with an underlying agreement, that there was a deficiency of approximately $185,000 from net sales proceeds from sales of the shares and as such, this amount is accounted for in accounts payable as of December 31, 2023.  

Effective October 1, 2023, but consummated on October 26, 2023, the Company entered into an Advisory Services Agreement to receive information technology advisory services with a focus on Machine Learning and Artificial Intelligence with the objective of enhancing the Company’s various platforms.  The term of the agreement is 360 days, if no default by either party, and can be renewed by written notice of at least 20 days prior to the end of each renewal term.  Compensation under the agreement is such that on or before October 15, 2023, the Company shall pay $12,500 in cash or in registered Stock (common stock, registered on Form S-1 or S-8). Thereafter on November 15, 2023 the Company shall pay an amount equal to $288,000 and on December 15, 2023 an amount equal to $100,000 with the final payment an amount equal to $100,000 due on or before January 15, 2024 (the “Due Date”) for a total payment equal to five hundred thousand dollars, in cash or in S-8 Stock, in the form at the discretion of the Company. If the Company elects to pay the Consultant in form of S-8 Stock, it will be paid and calculated based on the lowest traded bid price for the common stock during the previous 25 trading days prior to the applicable Due Date. In no event, the value of the payment for Services made by the Company will be less than USD $500,000. The Company plans to use current fundraising activities to fund the agreement or may choose to pay in common stock of the Company.  The Company has agreed to reserve 325,000,000 shares of common stock with it’s transfer agent for this agreement.  Besides customary initiation fees of around $16,000 and late fees of $20,000 for any installment payment or common shares not being properly reserved with the transfer agent.  Other than the reservation of stock with the transfer agent, there have been no cash payments on this agreement to date.  $416,000 has been expensed in the statement of operations for the year ended December 31, 2023 for this agreement.

Subscription Payable (Receivable)

As of December 31, 2023, the Company has recorded $(3,265) in stock subscription payable, which equates to the fair value on the date of commitment, of the Company’s commitment to issue the following common shares:

Shares receivable under terminated acquisition agreement

(3,096,181)

Net commitment

(3,096,181)

During the year ended December 31, 2021, the Company agreed to a consulting agreement with one of its newest directors, John Wharton, which Agreement was for the issuance of 3,000,000 shares of common stock to vest over two years starting July 30, 2021. These shares were valued at $42,600 and were expensed at $1,775 per month. As of December 31, 2023, 3,000,000 common shares have vested and were issued and $42,600 expensed.

 

Effective November 1, and 3, 2017, an officer of the Company contributed 9,765,000 shares of restricted Common Stockentered into an agreement to the Company for the acquisition of Blue Collaracquire Hollywood Rivera, LLC and HRS. These shares were subsequently issued as consideration for these acquisitions in November 2017.HRS Mobile LLC (“HRS”). In March 2018, the HRS acquisition was rescinded and 3,625,0003,096,181 shares of common stock which were issued as consideration are being returned by the recipients. The other transaction involved 6,500,000 shares for the acquisition of Blue Collar. In March 2018 and again in August 2018, this transaction was amended and closed on September 1, 2018. As such, as of December 31, 2018 both2023 and 2022 the 3,265,000 shares for the HRS transaction are reflected as subscriptions receivable based on their par value.

 

Common StockWarrants Issued for Expenses and Liabilitieswith Convertible Promissory Notes

 

During the year ended December 31, 2018, the Company entered into a two-year agreement for legal services. The agreement provided for 4,000,000 shares of restricted common stock to be issued. 2,000,000 to be issued for previous legal services upon execution of the agreement in March 2018 and the remaining 2,000,000 in the form

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of stock options to purchase common stock at $0.10 per share, of which the stock options would vest equally over 18 months. The value of the Company’s common stock upon execution of the agreement was $0.125 per share, or $250,000 which was recorded as professional expenses during 2018. See stock options and warrants discussion below for the value of the 2,000,000 stock options

During the year ended December 31, 2018, the Company also entered into a twelve-month general consulting agreement with a third party to provide general business advisory services to be rendered through March 30, 2019 for 1,000,000 restricted shares of common stock and 1,000,000 options to purchase restricted common shares at $0.10 per share for 36 months from the time of grant. The fair value of the common shares granted was based on the Company’s stock price of $0.155 per share, or $155,000 of which $120,556 was expensed during the period for the portion of service term complete asAs of December 31, 2018.

During the year ended December 31, 2018, the Company entered into a consulting agreement for market services for which it granted 2,500,000 shares of restricted common stock and will pay $50,000. The per share value used was the Company’s closing stock price of $0.1297 on the date of the agreement,2023, there were 129,116,666 warrants outstanding that expire in five years or a total of $324,250 which was expensed in 2018.

For these three agreements, the underlying stock for the stock options are intended to come from the contribution of stock by an officer of the Company. During the years ended December 31, 2018,2024 -2027.  As part of the Convertible Promissory Notes payable – third party issuance in Note 5, the Company recorded $694,806 as stock-based compensation relatedissued 1,000,000 warrants to these agreements. As of December 31, 2018, amortization of $34,444 is remaining to be amortized over three months for the general consulting agreement.

Common Stock Payable Issued for Expenses and Liabilities

During the years ended December 31, 2018, 16,667 ofpurchase 1,000,000 common shares were subscribed to for a note payable on the balance sheet of $2,000.

In August 2018, a majority of the outstanding voting shares of the Company voted through a consent resolution to support a consent resolutionat 70% of the Board of Directorscurrent market price.  Current market price means the average of the Company to add two new directorsthree lowest trading prices for our common stock during the ten-trading day period ending on the latest complete trading day prior to the Board. As such, Arkady Shkolnik and Reginald Thomas (family member of CEO) were added as membersdate of the Board of Directors. The total membersrespective exercise notice.  However, if a required registration statement, registering the underlying shares of the Board of Directors after this additionConvertible Promissory Notes, is four. In accordance with agreements withdeclared effective on or before June 11, 2019 to September 11, 2019, then, while such Registration Statement is effective, the Companycurrent market price shall mean the lowest volume weighted average price for his services as a director, Mr. Shkolnik is to receive $25,000 per quarter and 5,000,000 shares of restrictedour common stock valued at approximately $692,500 vesting quarterly over twenty-four months. The quarterly cash payments of $25,000 will be paid in unrestricted common shares ifduring the Company has not been funded adequatelyten-trading day period ending on the last complete trading day prior to make such payments. Mr. Thomas is to receive $10,000 per quarter and 1,000,000 shares of restricted common stock valued at approximately $120,000 vesting quarterly over twenty-four months. The quarterly payment of $10,000 may be suspended by the Company if the Company has not been adequately funded. As of December 31, 2018, $37,500 and $15,000 has been accrued in the balance sheet for Mr. Shkolnik and Mr. Thomas, respectively.conversion date.  

 

Common Stock Contributions by Officer for Cash

During the year ended December 31, 2018, 3,675,000 restricted shares of Common Stock were subscribed to from investors for $367,500 or $0.10 per share, which stock was contributed by an officer of the Company as a capital contribution.

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Stock Options

 Options OutstandingVestedVesting PeriodExercise Price Outstanding and ExercisableExpiration Date
December 31, 2016-------------------
Granted93,12093,120100% at issue$0.05 to $0.2212-31-19
December 31, 201793,12093,120---$0.05 to $0.2212-31-19
Granted3,000,000---12 to 18 months$0.102-28-20 to 3-20-21
December 31, 20183,093,1201,954,230 $0.05 to $0.2212-31-19 to 3-20-21

 

Stock optionsOn January 31, 2022, TPT Global Tech, Inc. issued warrants in conjunction with the issuance of Talos and Blue Lake Note Agreements.  Warrants to purchase approximately 3,093,12018,116,666 shares of common stock at $0.015 per share provided, however, that if the Company consummates an uplist offering on or before July 6, 2022 then the exercise price shall be 110% of the Company are outstandingoffering price at which the uplist offering is made.

The warrants issued under these convertible promissory notes were considered derivative liabilities valued at $40,817 of the total $9,827,723 derivative liabilities as of December 31, 2018 related to debt issuances (see2023. See Note 5) at prices ranging from $0.05 to $0.22 per share.5.

In addition, the company granted through consulting arrangements primarily for legal work and general business support that included the issuance of stock options to purchase 3,000,000 options to purchase common shares at $0.10 per share, 1,000,000 of which is fully vested and 2,000,000 which will vest over 18 months from date of grant. All these stock options have an exercise period of 24 to 36 months. The Black-Scholes options pricing model was used to value the stock options. The inputs included the following:

(1) Dividend yield of 0%
(2) expected annual volatility of 307% - 311%
(3) discount rate of 2.2% to 2.3%
(4) expected life of 2 years, and
(5) estimated fair value of the Company’s common $0.125 to $0.155 per share.

During the years ended December 31, 2018, the Company recorded $256,187 as stock-based compensation related to the stock options and the related service period for which services have been rendered. For future periods, the remaining value of the stock options totaling approximately $140,668 will be amortized into the statement of operations consistent with the period for which the services will be rendered, which is two years for the legal agreement and one year for the general consulting agreement.

Common Stock Reservations

The Company has reserved internally 1,000,000 shares of Common Stock of the Company for the purpose of raising funds to be used to pay off debt described in Note 5.

We have reserved 20,000,000 shares of Common Stock of the Company to grant to certain employeeemployees and consultants as consideration for services rendered and that will be rendered to the Company.

Agreement to Convert Debt

 

On July 31, 2023, the Company and Michael Murphy, shareholder and debt holder, entered into a Conversion Shares Purchase Agreement by which Mr. Murphy has agreed to an automatic conversion of his outstanding principal debt, as well as related accrued interest if elected by Mr. Murphy, into shares of the Company’s Series E Preferred Stock or an equity stock that subsequent to the agreement the Company may have issued to any party that has favorable terms to the Series E Preferred Stock, upon the Company’s intended uplist to a major exchange in conjunction with its capital raise through the capital markets.  This principal amount is $2,397,329 as of December 31, 2023.

Non-Controlling Interests

QuikLAB Mobile Laboratories

In July and August 2020, the Company formed Quiklab 1 LLC, QuikLAB 2, LLC, QuikLAB 3, LLC and QuikLAB 4, LLC.  QuikLAB 4, LLC was subsequently dissolved.  It was the intent to use these entities as vehicles into which third parties would invest and participate in owning QuikLAB Mobile Laboratories.  As of December 31, 2023, Quiklab 1 LLC, QuikLAB 2, LLC and QuikLAB 3, LLC have received an investment of $470,000, of which Stephen Thomas and Rick Eberhardt, CEO and COO of the Company, have invested $100,000 in QuikLAB 2, LLC.  During the year ended December 31, 2021, one investor entered into an agreement at their request, to have their investment returned.  $10,000 of this investment was returned with the remaining $60,000 being reclassified to an accounts payable in the balance sheet as of December 31, 2023.

The third party investors and Mr. Thomas and Mr. Eberhart, will benefit from owning 20% of QuikLAB Mobile Laboratories specific to their investments.  The Company owns the other 80% ownership in the QuickLAB Mobile Laboratories.  The net loss attributed to the non-controlling interests from the QuikLAB Mobile Laboratories included in the statement of operations for the nine months ended December 31, 2023 and 2022 and is $12 and $12,025, respectively.

Other Non-Controlling Interests

TPT Strategic, Air Fitness and TPT Asia are other non-controlling interests in which the Company owns 0%, 75%, and 78%, respectively.  There is little activity in any of these entities.  The net loss attributed to these non-controlling interests included in the statement of operations for the year ended December 31, 2023 and 2022 is $11,376 and $5,380, respectively.

As a result of the Agreement and Plan of Merger among TPT SpeedConnect and Asberry 22 Holdings, net income of 14% or $28,747 was accounting for as a noncontrolling interest in the statement of operations for the year ended December 31, 2023. 

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NOTE 89 - COMMITMENTS AND CONTINGENCIES

 

Accounts Payable and Accrued Expenses

 

 2018 2017
Accounts payable:    

 

2023

 

 

2022

 

Related parties (1) $741,577  $216,732 

 

$1,308,051

 

$831,502

 

General operating  3,037,601   2,040,947 

 

5,288,994

 

5,395,422

 

Accrued interest on debt (2)

 

3,002,630

 

2,095,955

 

Credit card balances  246,949   95,689 

 

148,568

 

167,517

 

Accrued expenses;  33,063   25,958 

Accrued payroll and other expenses (3)

 

1,911,997

 

951,022

 

Taxes and fees payable  629,462   21,702 

 

 

642,640

 

 

 

642,640

 

Total $4,687,652  $2,401,028 

 

$12,302,880

 

 

$10,084,058

 

_____________

(1)

(1)

Relates to amounts due to management and members of the Board of Directors according to verbal and written agreements that have not been paid as of period end.

(2)

Portion relating to related parties is $1,092,944 and $842,340 for December 31, 2023 and 2022, respectively.

(3)

$107,757, net of advances, of this is payable is to Stephen J. Thomas, III, CEO.

 

Lease ObligationsOperating lease obligations

The Company adopted Topic 842 on January 1, 2019. The Company elected to adopt this standard using the optional modified retrospective transition method and recognized a cumulative-effect adjustment to the consolidated balance sheet on the date of adoption. Comparative periods have not been restated. With the adoption of Topic 842, the Company’s consolidated balance sheet now contains the following line items: Operating lease right-of-use assets, Current portion of operating lease liabilities and Operating lease liabilities, net of current portion.

As all the existing leases subject to the new lease standard were previously classified as operating leases by the Company, they were similarly classified as operating leases under the new standard. The Company has determined that the identified operating leases did not contain non-lease components and require no further allocation of the total lease cost. Additionally, the agreements in place did not contain information to determine the rate implicit in the leases, so we used our estimated incremental borrowing rate as the discount rate. Our weighted average discount rate is 10.0% and the weighted average lease term of 2.44 years.

We have various non-cancelable lease agreements for certain of our tower locations with original lease periods expiring between 2024 and 2044. Our lease terms may include options to extend or terminate the lease when it is reasonably certain we will exercise that option. Certain of the arrangements contain escalating rent payment provisions. An equipment lease described below and leases with an initial term of twelve months have not been recorded on the consolidated balance sheets. We recognize rent expense on a straight-line basis over the lease term.

As of December 31, 2023 and 2022, operating lease right-of-use assets arising from operating leases were $0 and $0, respectively. During the year ended December 31, 2023, cash paid for amounts included for the measurement of lease liabilities was $356,350 and the Company recorded lease expense in the amount of $941,142 in cost of sales.

The Company entered an operating agreement to lease colocation space for 5 years.  This operating agreement started October 1, 2020 for $7,140 per month.  In addition, the Company entered into office space for Blue Collar which started April 2021 and runs for 3 years beginning at an average of $4,150 for the first six months, $8,300 for twelve months, $8,549 for the next twelve months and $8,805 for the following twelve months.  All other lease agreements for office space are under lease agreements for one year or less.

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The following is a schedule showing the future minimum lease payments under operating leases by years and the present value of the minimum payments as of December 31, 2023.  

2024

 

 

8,493,165

 

2025

 

 

503,128

 

2026

 

 

152,853

 

2027

 

 

9,755

 

2028

 

 

3,882

 

Thereafter

 

 

62,117

 

Total operating lease liabilities

 

 

9,224,900

 

Amount representing interest

 

 

(147,670)

Total net present value

 

$9,077,230

 

Office lease used by CEO

During the years ended December 31, 2023 and 2022, the Company entered into a lease of 12 months or less for living space which is occupied by Stephen Thomas, Chairman, CEO and President of the Company. Mr. Thomas lives in the space and uses it as his corporate office. The Company has paid $30,000 and $30,000 in rent and utility payments for this space for the year ended December 31, 2023 and 2022, respectively.

Financing lease obligations

 

Future minimum lease payments are as follows:

 

Obligation 2019 In Default Total
Telecom Equipment Finance (1) $449,103   —    $449,103 
Telecommunications Equipment Lease (2)  —     101,347   101,347 
Production Equipment Lease (3)  10,357   —     10,357 
Total $459,460   101,347  $560,807 

2024

 

$738,847

 

2025

 

 

 

2026

 

 

 

2027

 

 

---

 

2028

 

 

---

 

Thereafter

 

 

 

Total financing lease liabilities

 

 

738,847

 

Amount representing interest

 

 

 

Total future payments (1)

 

$738,847

 

____________________

(1) TheIncluded is a Telecom Equipment Lease is with an entity owned and controlled by shareholders of the Company and iswas due August 31, 2019,2020, as amended.

(2) The Telecommunications Equipment Lease requires payments of $3,702 per month and is in default. See discussion below in Other Commitments and Contingencies. In December 2017, the Company learned that the telecommunications equipment lease identified herein for $101,348 was included in a default judgement in a non-jurisdictional state of Pennsylvania for $169,474 from a lawsuit by the lessor. Management is working with the lessor to settle this matter including a proposal for the equipment to be returned to the lessor and then a negotiated amount for any deficiency between the value given for the retired equipment and the $101,348. When concluded, management does not believe the results will be significantly different than the liability of $101,348 and accrued fees and interest of $27,070 recorded.

(3) The Production Equipment Lease, maturing on April 15, 2019, required payments of $2,535 per month and includes imputed interest at 8.5%. The lease was entered into in 2015 for the purchase of equipment in the amount of approximately $120,000 (see Note 2).

Other Commitments and Contingencies

Employment Agreements

The Company hashad employment agreements with certain employees of SDM, K Telecom and K Telecom.Air Fitness. The agreements are such that SDM, and K Telecom and Air Fitness, on a standalone basis in each case, must provide sufficient cash flow to financially support the financial obligations within the employment agreements.  The employment agreements for SDM and Aire Fitness were terminated with the exchange of debt for Series E Preferred Stock.  See Note 8.

In December 2016, a subsidiary’s landlord agreed

On May 6, 2020, the Company entered into an agreement to terminate a facilities lease for 150,000 restricted sharesemploy Ms. Bing Caudle as Vice President of Common Stock valued at $43,350 from a capital contribution of an officerProduct Development of the Company. SubsequentMedia One Live platform for an annual salary of $250,000 for five years, including customary employee benefits. The payment was guaranteed for five years whether or not Ms. Caudle is dismissed with cause.  This employment agreement was effectively modified with the Software Acquisition Agreement described in Note 5 such that the Company is required to make payroll payments of $250,000 per year for five years to Ms. Caudle and payroll payments totaling $150,000 over three years to her daughter.

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Litigation

We have been named in a lawsuit by EMA Financial, LLC (“EMA”) for failing to comply with a Securities Purchase Agreement entered into in June 2019.   More specifically, EMA claims the agreement,Company failed to honor notices of conversion, failed to establish and maintain share reserves, failed to register EMA shares and by failed to assure that EMA shares were Rule 144 eligible within 6 months.  EMA has claimed in excess of $7,614,967 in relief.  The Company has filed a motion in response for which EMA has filed a motion to dismiss.   The Company does not believe at this time that any negative outcome would result in more than the landlord requested more shares$1,006,997 it has recorded on its balance sheet as of December 31, 2023.

We have been named in a lawsuit by a collection law firm on behalf of Pinnacle Towers LLC and Crown Atlantic Company Inc., against TPT Global Tech, Inc.  The claim derives from an outstanding debt by incurred by Copperhead Digital.  The lawsuit is over unpaid rent that should have been paid by Copperhead Digital but was not paid.  The Company believes it has several defenses to this claim and is in the Company’s agreement. As such, $63,053 remainsprocess of communicating with opposing counsel for dismissal of the claims which amount to $386,030 plus interest, costs and attorney fees.  The Company has accounted for approximately $600,000 in payables on its consolidated balance sheet as of December 31, 2023 for this subsidiary payable.

We have been named in a lawsuit by a collection law firm on behalf of American Tower and related entities, against TPT Global Tech, Inc.  The claim derives from an outstanding debt or unpaid tower lease payments. The Company believes it has several defenses to this claim and is in the process of communicating with opposing counsel for dismissal or negotiation of the claims which amounts to $2,891,886, including payment due for all future tower payments not yet incurred under various tower lease agreements.  The Company has accounted for approximately $2,959,594 in payables and operating lease liabilities payable to the landlord and the $43,350 was expensedon its consolidated balance sheet as rent previously. The matter is still unresolved.of December 31, 2023 for this liability. Management does not believe any negative resolutionoutcome to this lawsuit would amount to more than this.

In total, lawsuits are being threatened or have been put forth by vendors in relation to tower lease payments in accordance with tower lease agreements that were entered into.  The claims are currently being investigated or negotiated and the amount in controversy being claimed is approximately $5,556,484, which the Company has accounted for $5,926,731 in its consolidated balance sheet as of December 31, 2023.

We have been named in lawsuits by three merchant debt companies, Mr. Advance, CLOUDFUND and Fox Capital versus TPT SpeedConnect and TPT for non-payment under the debt agreements for which the companies received judgements against the TPT SpeedConnect and TPT.  The judgements totaled $633,264, including legal and other fees for which the Company had $624,531 recorded in Debt Financing Agreements of which $87,065 was remitted to Mr. Advance during the year ended December 31, 2023 leaving an accrued balance of $537,466 as of December 31, 2023.  We are in negotiations with these companies to restructure payment and work out acceptable terms.  Management believes it will not have to pay more than what it has recorded in accounts payable.

We have been named in a material impactlawsuit by AHS Staffing, LLC against TPT MedTech, LLC claiming unpayment of $159,959 in billings for medical staffing services rendered by AHS Staffing, LLC on behalf of TPT MedTech. The Company believes it has defenses for a portion of the Company’sservices rendered but has recorded a payable in accounts payable in the consolidated financial statements.

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balance sheet of $120,967. Management does not believe that an unfavorable outcome will result in payment of more than is recorded in accounts payable.

 

The companyCompany has been named in a lawsuit, Robert Serrett vs. TruCom, Inc., by a former employee who was terminated by management in 2016. The employee was working under an employment agreement but was terminated for breach of the agreement. The former employee is suing for breach of contract and is seeking around $75,000 in back pay and benefits. We learned that Mr. Serrett received a default judgement in Texas on May 15, 2018 for $70,650 plus $3,500 in attorney fees and 5% interest and court costs.  However, he has made no attempt that we are aware of to obtain a sister state judgment in Arizona, where TruCom resides, or to try and enforce the judgement and collect.  Management believes it has good and meritorious defenses and does not believebelief the outcome of the lawsuit will have any material effect on the financial position of the Company.

 

AsWe are not currently involved in any litigation that we believe could have a material adverse effect on our financial condition or results of December 31, 2018,operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect. We anticipate that we (including current and any future subsidiaries) will from time to time become subject to claims and legal proceedings arising in the ordinary course of business. It is not feasible to predict the outcome of any such proceedings and we cannot assure that their ultimate disposition will not have a materially adverse effect on our business, financial condition, cash flows or results of operations.

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Customer Contingencies

The Company has collected $338,725 from one customer in excess of amounts due from that customer in accordance with the customer’s understanding of the appropriate billings activity. The customer has filed a written demand for repayment by the Company of amounts owed.these amounts. Management believes that the customer agreement allows them to keep the amounts under dispute. Given the dispute, the Company has reflected the amounts in dispute as a customer liability on the consolidated balance sheet as of December 31, 20182023 and does not believe2022.

Stock Contingencies

The Company has convertible debt, preferred stock, options and warrants outstanding for which common shares would be required to be issued upon exercise by the outcomeholders.  As of December 31, 2023, the following shares would be issued:

2023

Convertible Promissory Notes

73,476,125,073

Series A Preferred Stock (1)

175,986,864,598

Series B Preferred Stock

2,588,693

Series D Preferred Stock

923,742,574

Series E Preferred Stock

40,465,485,149

Stock Options and warrants

129,116,666

290,983,922,753

_____________________

(1) Holder of the dispute will have a material effect on the financial positionSeries A Preferred Stock which is Stephen J. Thomas, is guaranteed 60% of the Company.then outstanding common stock upon conversion.  The Company would have to authorize additional shares for this to occur as only 4,500,000,000 shares were authorized as of December 31, 2023.

 

Part of the consideration in the acquisition of Air Fitness was the issuance of 500,000 restricted common shares of the Company vesting and issuable after the common stock reaches at least a $1.00 per share closing price in trading.  To date, this has not occurred but may happen in the future upon which the Company will issue 500,000 common shares to the non-controlling interest owners of Air Fitness.

NOTE 910 – RELATED PARTY ACTIVITY

 

During the years ended December 31, 2018Accounts Payable and 2017, the Company entered into a lease for living space which is occupied by Stephen Thomas, Chairman, CEO and President of the Company. Mr. Thomas lives in the space and uses it as his corporate office. The company has paid $26,792 in rent and utility payments for this space for the year ended December 31, 2018.Accrued Expenses

 

There are shares issuances and capital contributions from an officer of the Company. See Note 7. Also, there are debt and lease balancesamounts outstanding due to shareholders and other related parties of the Company of $741,577$1,308,051 and $216,732,$831,502, respectively, as of December 31, 20182023 and 20172022 related to amounts due to employees, management and members of the Board of Directors according to verbal and written agreements that have not been paid as of period end which are included in accounts payable and accrued expenses on the balance sheet. See Notes 5Note 9.

As is mentioned in Note 8, Reginald Thomas was appointed to the Board of Directors of the Company in August 2018. Mr. Thomas is the brother to the CEO Stephen J. Thomas III. According to an agreement, as modified, with Mr. Reginald Thomas, he is to receive $5,000 per quarter and 7.received 1,000,000 shares of restricted common stock valued at approximately $120,000 which is fully vested. The quarterly payment of $5,000 may be suspended by the Company if the Company has not been adequately funded.

Leases

See Note 9 for office lease used by CEO.

Amounts Receivable – Related Party

As of December 31, 2023 and 2022, there are amounts due from management/shareholders of $0 and $265,273, respectively, included in amounts receivable – related party, primarily receivable from Mark Rowen of Blue Collar.  See Note 9 for amounts payable to Stephen J. Thomas, III.

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Other Agreements

 

On April 17, 2018, the CEO of the Company, Stephen Thomas, signed an agreement with New Orbit Technologies, S.A.P.I. de C.V., a Mexican corporation, (“New Orbit”), majority owned and controlled by Stephen Thomas, related to a license agreement for the distribution of TPT licensed products, software and services related to Lion Phone and ViewMeVuMe Live within Mexico and Latin America (“License Agreement”). The License Agreement provides for New Orbit to receive a fully paid-up, royalty-free, non-transferable license for perpetuity with termination only under situations such as bankruptcy, insolvency or material breach by either party and provides for New Orbit to pay the Company fees equal to 50% of net income generated from the applicable activities. The transaction was approved by the Company’s Board of Directors in June 2018. There has been no activity on this agreement.

 

NOTE 11 – SEGMENT REPORTING

ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Company's internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for details on the Company's business segments.

The Company's chief operating decision maker (“CODM”) has been identified as the CEO who reviews the financial information of separate operating segments when making decisions about allocating resources and assessing performance of the group. Based on management's assessment, the Company considers its most significant segments for 2023 and 2022 are those in which it is providing Broadband Internet through TPT SpeedConnect and Media Production services through Blue Collar Medical Testing services through TPT MedTech and QuikLABs.

The following table presents summary information by segment for the twelve months ended December 31, 2022 and 2021, respectively:

2023

 

 

 

 

 

 

 

 

 

 

 

 

TPT SpeedConnect

 

 

Blue Collar

 

 

TPT

MedTech and QuikLABS

 

 

Corporate and other

 

 

Total

 

Revenue

 

$3,007,384

 

 

 

285,092

 

 

 

 

 

 

5,440

 

 

$3,297,916

 

Cost of revenue

 

$(2,149,794)

 

 

(141,892)

 

 

 

 

 

(44,089)

 

$(2,335,775)

Net income (loss)

 

$218,603

 

 

 

(475,818)

 

 

(1,635)

 

 

(10,142,740)

 

$(10,401,590)

Depreciation and amortization

 

$

 

 

 

 

 

 

 

 

 

(2,455)

 

$(2,455)

Gain(loss/impairment) on debt extinguishment

 

$

 

 

 

 

 

 

 

 

 

632,220

 

 

$632,220

 

Derivative gain (expense)

 

$

 

 

 

 

 

 

 

 

 

(5,436,087)

 

$(5,436,087)

Interest expense

 

$(47,355)

 

 

(12,653

 

 

 

 

 

 

(1,699,392)

 

$(1,759,399)

Total assets

 

$70,875

 

 

 

29,947

 

 

 

3,807

 

 

 

 

 

$104,629

 

2022

 

 

 

 

 

 

 

 

 

 

 

 

TPT SpeedConnect

 

 

Blue Collar

 

 

TPT

MedTech and QuikLABS

 

 

Corporate and other

 

 

Total

 

Revenue

 

$5,429,010

 

 

 

1,522,490

 

 

 

89,755

 

 

 

268,741

 

 

$7,309,996

 

Cost of revenue

 

$(4,620,270)

 

 

(895,890)

 

 

 

 

 

(281,871)

 

$(5,798,031)

Net income (loss)

 

$(5,614,104)

 

 

(1,282,145)

 

 

(260,720)

 

 

(14,592,951)

 

$(21,749,920)

Deemed dividend related to modification of Series A Preferred Stock

 

 

 

 

 

 

 

 

 

 

 

(39,866,742)

 

 

(39,866,742)

Depreciation and amortization

 

$(530,579)

 

 

(6,820)

 

 

(44,793)

 

 

(657,933)

 

$(1,240,125)

Impairment/loss on debt extinguishment

 

$(4,283,263)

 

 

(1,042,636)

 

 

 

 

 

(4,205,469)

 

$(9,531,368)

Derivative gain (expense)

 

$

 

 

 

 

 

 

 

 

 

(650,071)

 

$(650,071)

Interest expense

 

$(570,499)

 

 

(98,179)

 

 

 

 

 

(4,086,708)

 

$(4,755,386)

Total assets

 

$68,086

 

 

 

643,029

 

 

 

3,800

 

 

 

316,325

 

 

$1,031,240

 

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NOTE 12 – DISCONTINUED OPERATIONS

On September 11, 2023, Everett Lanier and the Company agreed to a Settlement Agreement and Mutual Release (“Settlement Agreement”).  The Settlement Agreement compromises, settles, and otherwise resolves all claims, compensation claims, benefit claims, or allowances, ownership of TPT Strategic Series B Preferred Stock, and all other potential claims between the Company or its officers, directors, shareholders, or representatives and Mr. Lanier arising from or relating to Second Parties’ activities during the period from approximately the acquisition date of IST to September 11, 2023.  The Company and Mr. Lanier reached a settlement of certain matters, any payables to or from the Company from or to outside parties of TPT Strategic which would be a claim, and certain stock ownership of TPT Strategic under the terms of the Settlement Agreement.

Revenue and income (net loss) contributed by IST for the year ended December 31, 2023 were $107,639 and $1,090,047 and $(557), respectively.   As a result of the Settlement Agreement, revenues and expenses are disclosed net in the statement of operations as net loss from discontinued operations of $557.  The Company also calculated the effects of the Settlement Agreement on recorded numbers and have recorded $126,101 in gains from disposal of discontinued operations for the nine months ended September 30, 2023.

Included in the calculation of net liabilities of discontinued operations and recorded as gain from disposal of discontinued operations for IST for the year ended year ended December 31, 2023 are the following:

Assets of IST

 

$633,095

 

Liabilities of IST

 

 

759,196

 

Net liabilities of IST recognized as gain on disposal of discontinued operations

 

$126,101

 

Asset and liabilities included in net liabilities of discontinued operations at December 31, 2022 are the following:

Assets of IST

 

$616,263

 

Liabilities of IST

 

$717,414

 

Net cash flows for the year ended December 31, 2023, for discontinued operations is mentionedthe following.

Net loss

 

$(557)

Depreciation

 

 

91

 

Change in current assets and liabilities:

 

 

 

 

Accounts receivable

 

 

(23,362)

Prepaid expenses and other

 

 

27,519)

Accounts payable

 

 

55,381

 

Net cash flows from operating activities of discontinued operations

 

 

4,034

 

 

 

 

 

 

Net cash used in financing activities of discontinued operations

 

 

 

 

Proceeds from notes receivable

 

 

8,455

 

Proceeds from bank overdraft

 

 

7,367

 

Advances on notes receivable – related party

 

 

(31,722)

Payments on notes payable

 

 

(16,805)

Net cash used for financing activities of discontinued operations

 

 

32,705

 

Net change in cash of discontinued operations:

 

 

(28,671)

Beginning cash balance

 

 

28,671

 

Ending cash balance

 

 

0

 

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NOTE 13 – SUBSEQUENT EVENTS

Financing Arrangements

Standby Equity Commitment Agreement

On February 15, 2024, the Company entered into a Standby Equity Commitment Agreement, dated February 14, 2024 (the "SECA") with MacRab LLC, a Florida limited liability company (the "MacRab"). The SECA provides the Company with an option to sell up to $3,000,000 worth of the Company's common stock to MacRab, in increments, over the period ending twenty-four (24) months after the date that a related registration statement is deemed effective by the U.S. Securities and Exchange Commission, pursuant to the terms and conditions contained in the SECA. The purchase price per share, for each respective put under the SECA, is equal to 90% of the average of the two (2) lowest volume weighted average prices of the Common Stock during the six (6) trading days following the clearing date associated with the respective put under the SECA.  The Company will pay a finders fee on each increment drawn of up to 8% in cash and 8% in restricted common shares of the Company.

1800 Diagonal Financing

Dated February 7, 2024, but consummated on February 12, 2024, TPT Global Tech, Inc. and 1800 Diagonal Lending LLC entered into a Convertible Promissory Note 7, Reginald Thomas(“1800 Diagonal Note #4”) totaling $92,000.  The 1800 Diagonal Note #4, upon the terms and subject to certain general limitations and conditions, bears an interest rate of 22%including a one-time earned interest charge of 12% or $11,040, resulted in cash received by the Company of $75,000 net of expenses and discount of $12,000. Required payments shall be 9 monthly payments of $11,449 starting March 15, 2024 with a total payback of $103,040.  The Holder may convert the outstanding unpaid principal amount into restricted shares of Common Stock of the Company at a discount of 35% of the Market Price, as indicated or upon default.  There are no warrants or options attached to this Note. The Company has initially reserved 750,000,000 shares of Common Stock for conversion pursuant to the 1800 Diagonal Note #4.  As a condition of funding this 1800 Diagonal Note #4, the Company increased share reserves on previous 1800 Diagonal Lending Notes by 750,000,000 shares.

Dated March 25, 2024, TPT Global Tech, Inc. and 1800 Diagonal Lending LLC entered into a Convertible Promissory Note (“1800 Diagonal Note #5”) totaling $66,000.  The 1800 Diagonal Note #5, upon the terms and subject to certain general limitations and conditions, bears an interest rate of 22% including a one-time earned interest charge of 19% or $12,540, resulted in cash received by the Company of $50,000 net of expenses and discount of $11,000. Required payments shall be $47,124 on September 30, 2024 and $10,472 on each of October 30 2024, November 30, 2024 and December 30, 2024 with a total payback of $78,540.  The Holder may convert the outstanding unpaid principal amount into restricted shares of Common Stock of the Company at a discount of 39% of the Market Price, as indicated or upon default.  There are no warrants or options attached to this Note. The Company has initially reserved 1,400,000,000 shares of Common Stock for conversion pursuant to the 1800 Diagonal Note #5.

FirstFire Financing

On May 6, 2024, the Company received $40,000 as an advance from FirstFire Global Opportunity Fund, LLC.  This advance is intended to be an advance from an intended $75,000 convertible promissory note that is being drafted and will be consummated in the near future.  There is no agreed upon definite terms as of the advance but that they include convertibility to common shares at a discount to market and a reservation of 1,250,000,000 common shares with the transfer agent for conversion. 625,000,000 of these shares have been reserved at the tie of the advance. The purpose of the advance was appointedfor working capital purposes.

Roy D. Foreman Business Development and Professional Services Consulting Agreement

On January 30, 2024, TPT Global Tech, Inc. dba TPT Entertainment and Media LLC and Roy D. Foreman (“Mr. Foreman”) entered into a Business Development and Professional Services Consulting Agreement. TPT engaged Mr. Foreman as President of the TPT’s US Domestic and International Boxing Division to provide business development and/or professional services related to making introductions to funding sources and the launch of TPT’s Live Mobile TV Broadcasting on TPT’s VuMe Super App platform.

Mr. Foreman will receive $500,000 USD, payable in TPT equity stock as compensation for consultant services as President of the TPT Global Tech dba TPT Media and Entertainment Division for which $100K USD of those service have been considered rendered. TPT equity stock shall mean common or preferred stock as created, or which may exist, by TPT Global Tech and agreed to by Mr. Foreman. The remaining payment will be rendered upon a successful Launch of the VuMe Boxing division or a successful strategic partnership, branding, marketing, distribution or Network affiliation agreement.  Once first bridge financing has been raised Mr. Foreman will receive $7,500.00 per month as a consultant fee until additional capital has been raised to move consultant to W2 employment status with full employee benefits and the participation in the company’s employee stock option plan. At this stage Mr. Foreman will enter into a full company employment agreement.

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Sean Jones Business Development and Professional Services Consulting Agreement

On April 15, 2024, TPT Global Tech, Inc. dba TPT Entertainment and Media LLC and D. Sean Jones (“Mr. Jones”) entered into a Business Development and Professional Services Consulting Agreement. TPT engaged Mr. Jones as Executive Vice President of Business Development and In-House Counsel to provide business development and/or professional services related to making introductions to funding sources and the launch of TPT’s Live Mobile TV Broadcasting on TPT’s VuMe Super App platform.

Mr. Jones will receive $375,000 of stated value of TPT Global Tech Series F Preferred Shares, $5.00 per share, or 75,000 shares as compensation for services considered rendered as Executive Vice President of Business Development and In-House Counsel.

At this time, there is no designation for the TPT Global Tech Series F Preferred shares. It is intended that the Series F preferred shares will have the same or similar features to the TPT Global Tech Series E preferred shares, but this cannot be assured without a definite completed designation accepted by the State of Florida. Ultimately, the designation submitted and approved by the state of Florida will be the governing designation for the Series F shares and used for this agreement.    

Additional compensation shall be provided upon a successful launch of VuMe or a successful strategic partnership, branding, marketing, distribution, or network affiliation agreement. Mr. Jones shall have the option to receive, upon the successful launch of VuMe, monthly compensation commensurate with TPT's upper level management and transition to W2 employment status with full employee benefits and participation in the company's employee stock option plan.

Amendments to Articles of Incorporation or Bylaws

On January  17, 2024, the Board of Directors of the Company  in August 2018. Mr. Thomas isaccordance with the brother toprovisions of the CEO Stephen J. Thomas III. According to an agreement with Mr. Reginald Thomas, he is to receive $10,000 per quarterArticles of Incorporation, as amended, and 1,000,000 sharesby-laws of restricted common stock valued at approximately $120,000 vesting quarterly over twenty-four months. The quarterly payment of $10,000 may be suspended by the Company ifamended the Company has not been adequately funded.Articles of Incorporation to increase the authorized number of common shares by Ten Billion Five Hundred Million (10,500,000,000) which increased the total authorized common shares to Fifteen Billion (15,000,000,000) with all common shares having the then existing rights powers and privileges as per the existing amended Articles of Incorporation and Bylaws of the Company. 

 

Common Stock Issuances

 

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NOTE 10 – GOODWILL AND INTANGIBLE ASSETS

Goodwill and intangible assets are comprised of the following:

December 31, 2018

  Gross carrying amount (1) Accumulated Amortization Net Book Value Useful Life
Customer Base $1,947,200   (1,374,933)  572,267   3-10 
Developed Technology $6,105,600   (1,059,070)  5,046,530   9 
Film Library $957,000   (32,700)  924,300   11 
Trademarks and Tradenames $132,000   (3,515)  128,485   12 
  $9,141,800   (2,470,218)  6,671,582     
                 
Goodwill $924,361   —     924,361   —   
                 

(1) Increases from the prior year are from the acquisition of Blue Collar. See more details on this acquisition in Note 2 to these consolidated financial statements.

December 31, 2017

  Gross carrying amount Accumulated Amortization Net Book
Value
 Useful Life
Customer Base $1,422,100   (1,392,102)  29,998   3 
Developed Technology 6,105,600   (380,665)  5,724,935   9 
  $7,527,700   (1,772,767)  5,754,933     
                 
Goodwill $70,995   —     70,995   —   

Remaining amortization of the intangible assets is as following for the next five years and beyond:

 20192020202120222023Beyond
Customer Base53,45553,45553,45553,45553,455304,992
Developed Technology678,404678,404678,404678,404678,4041,654,510
Film Library87,00087,00087,00087,00087,000489,300
Trademarks and Tradenames11,00011,00011,00011,00011,00073,485

NOTE 11 – SUBSEQUENT EVENTS

Subsequent to December 31, 2018, shareholders extended loans2023, FirstFire and 1800 Diagonal exercised their rights to convert $151,636 of principal amounts into 410,050,045 of shares of common stock.

Amendment and Restatement of the Company in the amount of approximately $104,300 for multiple debt agreements that have maturity dates ranging from April 2021 to May 2021, bear annual interest of 6% (11% default)TPT Global Tech, Inc. Stock Option, Compensation, and are convertible one dollar into one share of stock of Series C Preferred Stock that has been designated convertible into common stock at $0.15 per share and includes terms similar to the other Preferred Stock. A third-party advanced the company $50,000 on March 13, 2019 with verbal terms that included repayment in 45 days and a payback of $55,000. This equates to 10% interest on the amount advanced. There were no other terms on this.Award Incentive Plan.

 

On March 19, 2019,February 1, 2024, by unanimous written consent, the Company consummated a Securities Purchase Agreement dated March 15, 2019 with Geneva Roth for the purchaseBoard of a $68,000 Geneva Roth Convertible Promissory Note. This Geneva Roth Convertible Promissory Notes is partDirectors and Majority Shareholder of a larger investment term sheet with Geneva Roth, at their option, to invest in the Company

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up to $975,000. The Geneva Roth Convertible Promissory Note is due March 15, 2020, pays interest at the rate of 12% per annum and gives the holder the right from time to time, and at any time during the period beginning 180 days from the origination date to the maturity date or date of default to convert all or any part of the outstanding balance into common stock of the Company limited to 4.99% of the outstanding common stock of the Company. The conversion price is 61% multiplied by the average of the two lowest trading prices for the common stock during the previous 20 trading days prior to the applicable conversion date. The Geneva Roth Convertible Promissory Note may be prepaid in whole or in part of the outstanding balance at 125% to 140% up to 180 days from origination.

On March 25, 2019, TPT Global Tech, Inc. (the “Company”) consummated a Securities Purchase Agreement dated March 18, 2019 with Auctus Fund, LLC. (“Auctus”) for the purchase of a $600,000 Convertible Promissory Note (“Convertible Promissory Note”). The Convertible Promissory Note is due December 18, 2019, pays interest at the rate of 12% per annumapproved and gives the holder the right from time to time,adopted an amendment and at any time during the period beginning 180 days from the origination date or at the effective daterestatement of the registration of2024 TPT Global Tech, Inc. Stock Option, Compensation, and Award Incentive Plan (the “Plan”) to increase the underlying sharesmaximum number of common stock, whichshares, with a par value of $0.001 (“Common Shares”), available for grant to participants under the holder has registration rights for,Plan to convert all of3,500,000,000 Common Shares. In addition, the outstanding balance into common stockPlan was amended to define “Eligible Person” as an Employee, Consultant (Person or Professional Services Company) or Director of the Company, limited to 4.99% of the outstanding common stock of the Company. The conversion priceany Parent or any Subsidiary. A company other than a Professional Services Company is 50% multiplied by the average of the two lowest trading pricesNOT eligible and “Issuance for the common stock during the previous 25 trading days prior to the applicable conversion date. The Convertible Promissory Note may be prepaid in full at 135% to 150% up to 180 days from origination.

As part of the transaction, Auctus was issued 2,000,000 warrants to purchase 2,000,000 common shares of the Company at 70% of the current market price. Current market price means the average of the three lowest trading pricesCompensation for our common stock during the ten-trading day period ending on the latest complete trading day prior to the date of the respective exercise notice. However, if the registration statement described above is declared effective on or before June 11, 2019, then, while such Registration Statement is effective, the current market priceServices” shall mean the lowest volume weighted average priceissuance for our common stock duringvaluable and adequate consideration determined by the ten-trading day period ending on the last complete trading dayBoard as determined by performance pursuant to an agreement. This Plan amends and supersedes any and all prior to the conversion date.Plans.

 

Effective April 3,Subsequent events were reviewed through the Company entered into an Asset Purchase Agreement fordate the acquisition of substantially all of the assets ofSpeedConnect LLC (“SpeedConnect”) for $2 million and the assumption of all contracts and liabilities pertinent to operations.The Asset Purchase Agreement includes a deposit of $500,000, paid as part of entering into the Asset Purchase Agreement. Additionally, $500,000 is to be paid at closing after normal due diligence, audit and other conditions are met, anticipated to be in April of 2019. In addition, at the time of closing, the Company will enter into a Promissory Note to pay SpeedConnect in two equal installments of $500,000 plus applicable interest at 10% per annum each within 30 and 60 days, respectively, of closing. The closing date cannot be beyond June 30, 2019. In addition, on or before 90 days from the closing, the Company is to contribute $1 million in cash to the assets as working capital. The promissory note will include a security interest in all the assets until paid and a guaranty by the CEO of the Company, Stephen Thomas.

SpeedConnect is as a national, predominantly rural, wireless telecommunications residential and commercial Internet Service Provider (ISP). The acquisition is expected to be completed by the end of April 2019. SpeedConnect’s primary business model is subscription based, monthly reoccurring revenues, from wireless delivered, high-speed Internet connections utilizing its company built and owned national network. SpeedConnect also resells third-party satellite Internet, DSL Internet, IP telephony and DISH TV products. Mr. Ogren, the founder, will stay on as the CEO of SpeedConnect for the Company for the next two years.financial statements were issued.

 

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

 

None.

 

ITEM 9A. CONTROLS AND PROCEDURES.

 

EVALUATION OF DISCLOSURE CONTROLS & PROCEDURES

 

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is accumulated and communicated to management including our principal executive officer and principal financial officer as appropriate, to allow timely decisions regarding required disclosure.

 

In connection with this annual report, as required by Rule 15d-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of the design and operation of our company's disclosure controls and procedures. Under the supervision of our Board of Directors, our Chief Executive Officer and Chief Financial Officer, acting as our principal executive officer and principal financial officer respectively, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 20182023 based on the framework in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal Control - Integrated Framework (2013), our management concluded that our internal control over financial reporting was not effective as of December 31, 2018.2023. Subject to the inherent limitations noted in this Part II, Item 9A as of December 31, 2018,2023, our disclosure controls and procedures were not effective due to the existence of material weaknesses in our internal controls over financial reporting as discussed below. It is management's responsibility to establish and maintain adequate internal control over financial reporting.

 

This annual report does not include an attestation report of our independent registered public accounting firm regarding our internal control over financial reporting. Management's report on internal control over financial reporting was not subject to attestation by our independent registered public accounting firm pursuant to the rules of the SEC because we are neither an accelerated filer nor a larger accelerated filer.

 

We have implemented a framework used by management to evaluate the effectiveness of our internal control over financial reporting, which incorporates a quarterly review by our Board of Directors of the recording of transactions and whether questions of accuracy and authorization may arise as the accounting may be reviewed by our auditors.

 

Our Management's assessment of the effectiveness of internal controls over financial reporting as of the end of the most recent fiscal year, including a statement as to whether or not internal control over financial reporting is effective is contained in the section immediately following this paragraph.

 

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

 

It is Management's responsibility to establish and maintain adequate internal control over financial reporting. The matters involving internal controls and procedures that our Company's management considered to be material weaknesses and may have been ineffective under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee and lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (4) ineffective controls over period end financial disclosure and reporting processes.

 

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Management has assessed the effectiveness of its internal controls over financial reporting at the end of the most recent fiscal year and has determined several weaknesses and has determined that its internal controls haveare not been effective due, in part, to lack of full-time financial accounting professionals.

 

Management believes that the material weaknesses and ineffectiveness set forth in items (2), (3) and (4) above did not have an affect on our Company's financial results. However, management believes that the lack of a functioning audit committee and lack of a majority of outside directors on our Company's board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures may result in our Company's financial statements for the future years being subject to error and inaccurate if controls, procedures, and professional financial officers are not maintained.

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We are committed to improving our financial organization. As part of this commitment, we intend to create a position to segregate duties consistent with control objectives and intend to increase our personnel resources and technical accounting expertise within the accounting function when funds are available to our Company: i) Appointing one or more outside directors to our board of directors who shall be appointed to the audit committee of our Company resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures; and ii) preparing and implementing sufficient written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.

 

Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Company's Board. In addition, management believes that preparing and implementing sufficient written policies and checklists will remedy the following material weaknesses (i) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (ii) ineffective controls over period end financial close and reporting processes. Further, management believes that the hiring of additional personnel who have the technical expertise and knowledge will result proper segregation of duties and provide more checks and balances within the department. Additional personnel will also provide the cross training needed to support our Company if personnel turn over issues within the department occur. This coupled with the appointment of additional outside directors will greatly decrease any control and procedure issues our Company may encounter in the future.

 

Due to insufficient funds during the year ended December 31, 2018,2023, the Company has been unable to implement many of the remedies to the ineffective oversight. The Company will continue to implement the changes as laid out above as soon as funds are available to the Company.

 

There were no changes to internal controls over financial reporting during the current reporting period. We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

 

ITEM 9B. OTHER INFORMATION.

 

None.During the fiscal quarter ended December 31, 2023, no director or officer of the Company has entered into (i) any contract, instruction or written plan for the purchase or sale of securities of the Company intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or (ii) any non-Rule 10b5-1 trading arrangement.

 

The Company has adopted insider trading policies and procedures governing the purchase, sale, and disposition of the Company’s securities by officers and directors of the Company that are reasonably designed to promote compliance with insider trading laws, rules and regulations.

ITEM 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

Not applicable.

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PART III

 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

 

The following table sets forth information as to persons who currently serve as our directors or executive officers, including their ages as of March 31, 2019.2024.

 

Name

Age

Position

Term

Stephen J. Thomas, III

54

60

President, Chief Executive Officer and Chairman of the Board

Annual

Richard Eberhardt

61

67

Executive Vice-President

Chief Operating Officer and Director

Annual

Arkady Shkolnik

55

60

Director

Annual

Reginald Thomas

53

59

Director

Annual

John F. Wharton

66

Director

Annual

Gary Cook

61

65

Chief Financial Officer

Annual

Stacie Stricker46Corporate Secretary and ControllerAnnual

Our officers are elected by the board of directors at the first meeting after each annual meeting of our stockholders and hold office until their successors are duly elected and qualified under our bylaws.

 

The directors named above will serve until the next annual meeting of our stockholders. Thereafter, directors will be elected for one-year terms at the annual stockholders' meeting. Officers will hold their positions at the pleasure of the board of directors absent any employment agreement. There is no arrangement or understanding between our directors and officers and any other person pursuant to which any director or officer was or is to be selected as a director or officer.

 

BIOGRAPHICAL INFORMATION

 

Stephen J. Thomas, III – President, Chief Executive Officer and Chairman of the Board

 

Mr. Thomas was appointedis President, CEO and Chairman of the Board of TPT Global Tech, Inc. onsince August 11, 2014. On March 24, 2023, he was appointed Chief Executive Officer and Director of Asberry 22 Holdings, Inc. Previously, Mr. Thomas was Manager of TPT Group, LLC (2015-2017) and Director of TPT Group, Inc. (2011-2014). Mr. Thomas was founder, CEO and Director of Trans Pacific Telecom, Inc. from 2000-2011 and prior to that was president and CEO of New Orbit Communications (1999-2001). In 2002, as CEO of Trans Pacific Telecom Group, Mr. Thomas was featured on CBS MarketWatch for winning “Product of the Year Award for 2002” VIVOware at the Internet Telephony Conference and Expo an event focused on voice, video, fax and data convergence. During his employment with New Orbit, Mr. Thomas worked extensively throughout Latin America, gaining extensive expertise and resources in the international telecom marketplace. Mr. Thomas has also served as Director of Network Optimization/Validation for WorldxChange Communications, one of the largest privately held facilities-based telecommunications company with headquarters in San Diego, California and international operations all over the globe. His responsibilities included Cost Assurance for expenses. As a matter of disclosure, in 2005 Mr. Thomas was an ISP equipment provider to Access Point Africa (“APA”). APA allowed its license to expire in Sierra Leone, and as a result APA and several individuals were alleged to have violated the Sierra Leone Telecommunications Act by operating an unlicensed internet access point. Mr. Thomas was charged as well as for the offense which bears a fine of up to $3,000 but the charge is unresolved at this time, but he intends to resolve it in the next several months.

 

Mr. Thomas attended Northeastern University majoring in Finance and Management (1984 to 1987).

 

Richard Eberhardt- Executive Vice- PresidentChief Operating Officer and Director

Mr. Eberhardt was appointed Executive Vice-Presidentis Chief Operating Officer and Director of TPT Global Tech, Inc. onsince October 10, 2014. Mr. Eberhardt resigned as Executive Vice-President on December 15, 2020 and was simultaneously appointed as Chief Operating Officer. Mr. Eberhardt also serves as Chief Executive Officer of Copperhead Digital Holdings, LLC, a wholly-owned subsidiary of TPT Global, Inc. On March 24, 2023, he was appointed Secretary and Director of Asberry 22 Holdings, Inc. Previously, Mr. Eberhardt served CEO/COO of Pacific Bio Medical, a Durable Medical Equipment provider, located in Phoenix, Arizona (2008-2012). From 2012-2015, Mr. Eberhardt served as Consultant and Sales Director for two telecommunications companies, Fathom Voice and Ipitomy located in Indiana and Florida, respectively. Founding member of a telecommunications firm, WorldxChange, located in San Diego,

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CA. (1989-2001) With WorldxChange, he researched, designed, and implemented start-up business sales and marketing models resulting in wholesale, commercial, and consumer revenue channels. He opened and operated offices in approximately 23 countries. He created and managed channels with 25K+ agents and $15M in monthly revenue.

 

We believe his management experience is valuable to our company because he is an experienced sales and business development executive with strong business acumen and more than thirty years of experience leading sales and marketing operations. He has managed growth and revenue expansion through effective management of accounts and consultative sales approach that aligns the interests of all parties.

 

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He has sought, and negotiated, partnerships and asset management agreements across multiple channels, including wholesale telecom providers (AT&T, Verizon, Global Crossing, and Worldcom). He has managed structured methodologies that combined strengths of marketing, sales, and operations to reduce redundancies, improve order-processing times, and streamline business flow. He has experience in reviving product lines with rebranding and repackaging, as well as created communications bundles, and incentive programs to maximize existing client penetration and drive vertical growth.

 

Arkady Shkolnik – Director

 

Mr. Shkolnik was appointed a Director of TPT Global Tech, Inc. on August 15, 2018. Mr. Shkolnik has over 25 years of senior-level management experience in the Semiconductor, Wireless and Telecommunications industry. He is currently VP EMEA of Sales with Qualcomm (2010 – present). In addition to being a leader at Qualcom, Mr. Shkolnik served on the Board of Advisors at Zeevo Technology, Inc, (2009 to 2012) leading up to their acquisition by Broadcom and brings extensive experience in global business development, sales, marketing, product management and strategic account management to TPT Global’s already diverse board. From 2006 until 2010, Mr. Shkolnik was Vice President, EMEA Sales & Business Development of PacketVideo Corporation. Previous experience includes Executive Vice President, Sales & Business Development of Quorum Systems (2005-2006), Vice President, Sales & Business Development of Broadcom (acquired by Widcomm) from 2000-2005, and Director of Sales, North America Wireless ASIC Business Unit at Philips Semiconductors/VLSI Technology from 1991-2000.

 

Mr. Shkolnik has developed and managed strategic OEM and semiconductor relationships globally. Aligning sales and marketing functions with corporate objectives, he has negotiated and secured over ~100 License, Technology and CSA agreements with customers such as Samsung, LG, Sony, Panasonic, HTC, BlackBerry, Microsoft, IBM, HP, Dell, Compaq, Logitech, TDK, Acer, TI, Philips, STM, Broadcom, CSR, Toyota, Panasonic, ZTE, and others.

 

Mr. Shkolnik attended Temple University where he received a Bachelor of Applied Science (B.A.Sc.), Electrical and Electronics Engineering Skills & Endorsements (1984).

Reginald Thomas – Director

 

Mr. Thomas was appointed a Director of TPT Global Tech, Inc. on August 15, 2018. He has over 20 years of experience working for technology companies where he is an accomplished business leader driving world class customer and partner experiences though the delivery of innovative software products and solutions for leading global companies.  Specific results include:

Cisco: (July 2018 - present) As Partner Delivery Executive he supports 3 of Cisco’s largest Multi NationalMulti-National Partners- IBM US IBM Canada, and Presidio. He aligned these Partners go to market strategy with Cisco’s shifting business strategy to influence more than $15M in services sales in the last 14 months.

 

Cisco: (2007 - 2017) As the Sr. Product Manager he owned Cisco’s Services Portal strategy, the UX Strategy, the build, and adoption of Cisco’s Services Portal. Under his direction it grew from 2 to 24 integrated service offers delivering a seamless customer and partner experience.

 

Openwave: (2001 - 2007) IT Director of Program Management- through his leadership he designed the foundation for the Program Management Office that managed the upgrades to mission critical databases

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requiring the management of highly technical resources; multiple applications delivery from concept to development, companywide roll outs for ERP systems, and Merger & Acquisition consolidation.

 

Lucent /Avaya: (1997 - 2001) E- Commerce Product and Strategy Lead where he had global responsibility for Lucent’s online Partner Portal. He e- enabled Lucent to transition $10M of Distributor order revenue to a seamless online experience realizing significant savings in the cost per order.

 

Mr. Thomas graduated from the University of Connecticut in 1988 with a BS in Business.

 

John F. Wharton -Director

Effective August 31, 2021, the Board of Directors of the Company appointed Major General John F. Wharton (“Mr. Wharton”), former Commanding General of U.S Army Research, Development and Engineering Command who has been leading the Company’s Global Defense Division, as a director of the Company. Concurrently, Mr. Wharton was appointed as Chairman of the Company’s subsidiary, TPT Global Defense Systems, LLC.

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Mr. Wharton has served the Nation for more than three decades and has extensive experience in leadership, technology, acquisition, and logistics. He retired from active military duty on September 30, 2016. He is currently a public and private sector advisor to numerous industries, universities, and governments.  In his last military assignment, he was responsible for 75% ($6.2 billion) of the Army's annual R&D budget and led more than 13,000 scientists, engineers and support personnel.

Mr. Wharton has been providing guidance and expertise for TPT’s Global Defense Division and has already been actively helping the Company across internal industry verticals in his capacity as a member of the Global Tech Advisory Board. His work with the Company’s telecoms, satellite, 5G and radar technologies units as well as his proactive involvement and contacts have resulted in expanded opportunities for domestic and international government contracts across geographies ranging from Europe, the Middle East, India, Africa and the Caribbean posturing TPT for future growth. 

Mr. Wharton graduated from the United States Military Academy in West Point, New York in 1981. In addition, his education includes the Quartermaster Basic and Advanced Courses, the Inspector General's Course, the Command and General Staff College. He also holds a Master of Science degree in national security and strategic studies from the Naval War College.

Gary Cook – Chief Financial Officer

Mr. Cook was appointed Chief Financial Officer of TPT Global Tech, Inc. on November 1, 2017. Mr. Cook has served as chief financial officer, secretaryChief Financial Officer, Secretary or treasurerTreasurer for several small to medium size public and private companies in various industries for over 25 years including providing Chief Financial Officer services for several companies on a contract basis (2008-2017), in addition to full time employment with eVision USA.com, Inc. (1996-2002), Cognigen Networks, Inc. (2003-2008), and SolaRover, Inc. (2009-2015). Prior to this, Mr. Cook worked in the auditing department for KPMG in both the New Orleans, LA and Denver, CO offices for 12 years. 


His experience includes companies from start-ups to multimillion-dollar international operating companies in the internet marketing, software development, medical device, alternative energy, telecommunications, securities broker/dealer, private equity and manufacturing industries. While working with KPMG, Mr. Cook worked in other industries such as oil & gas, oil & gas services, cable, theatre exhibition, mining, banking, construction and not-for-profit. 


Mr. Cookhas a broad experience in accounting, finance, human resources, legal, insurance, contracts, banking relations, shareholder relations, internal controls, SEC matters, financial reporting and other corporate administrative and governance matters for both private and public companies. Mr. Cook has held Series 7, 24, 27 and 63 licenses from FINRA, successor to the NASD. 

 

Mr. Cook attended and graduated from Brigham Young University between 1979 and 1982. He is a certified public accountant and licensed with the State of Colorado.

Stacie Stricker – Corporate Secretary and Controller

Ms. Stricker was appointed Corporate Secretary and Controller of TPT Global Tech, Inc. on October 10, 2014.

For nearly twenty years, Ms. Stricker has served as a senior-level financial operations leader and business partner in the telecommunications industry with companies such as Star Telecommunications, Telstra USA, and Acceris Communications. To make the best use of her significant experience in internal Corporate Controller roles, Ms. Stricker launched 2S Accounting Services in 2012. At 2S, Ms. Stricker and her team built strong relationships with specially selected clients and develop adaptable and efficient solutions to their business and accounting challenges.

In addition to being a passionate and decisive organizational leader with experience transforming business units to deliver profitability and value, Ms. Stricker is experienced in accounting and all facets of financial operations, system and staff development, process development and internal control maintenance, strategy development and high performance team management. She is also a long-standing member of the National Association of Credit Manager’s Telecom Industry Group.

Ms. Stricker completed her undergraduate work at the University of California, Santa Barbara in 1994 and received her MBA from Pepperdine University in 2008. Additionally, in 2010, Ms. Stricker completed the Certificate of Public Accounting program at the University of California, Santa Barbara.

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KEY EMPLOYEES OF SUBSIDIARIES

 

Steve Caudle - CEO Cloud Services

Steve Caudle has been in the technology field for 31 years and brings significant operations and technology development experiences to TPT Global Tech, Inc. Mr. Caudle began his career at the IBM “Think Tank” and Fairchild/National Semiconductor located in Silicon Valley California. Steve then moved on to work for the Department of Defense for eighteen years and specialized in code writing and software applications. Steve moved to the private sector and was the Chief Information Officer (CIO) at North Face Corporation and then moved to become the Executive VP of ZDTV (renamed TechTV) and then became C-NET now owned by CBS.

 

Robert Haas, CEO of Levi Strauss, contracted Mr. Caudle as an executive consultant where he was placed in charge of relocating their data center from San Francisco, California to Dallas, Texas (1988).

 

Subsequently, Mr. Caudle joined ESST, where he was the CIO. ESST was a public company. Steve Caudle then joined Mr. Fred Chan, CEO of ESST in starting a new company called Vialta, Inc. Mr. Caudle was again the CIO and the number two person in charge of Vialta. Vialta designed DVD laser decoder chips that were used in many DVD players in the world. Vialta grew the company from 3 employees to over 4,000 in just five months and over $1.2 billion in revenue while he was there.

Upon leaving Vialta, Mr. Caudle started his own software development company called Matrixsites. Matrixsites has developed software and applications for a variety of companies such as Federal Express, Wells Fargo Bank, Bank of America, Apple, Pixar, ITV Guide and China Mobile.

Mr. Caudle received his BachelorsBachelor of Science Degree in Electrical Engineering from San Jose State University in 1977 and holds one U.S. Patent.

 

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Mark Rowen- CEO Media Division

Mark Rowen is a seasoned executive with over 25 years in the film and television business. In 2000, Mr. Rowen founded Blue Collar Productions, Inc., an entity with which we entered into an acquisition agreement in November 2017 and amended in February 2018, where he remains President today. Blue Collar is a leader in the creation of original live action and animated content and has produced hundreds of hours of material for the television, theatrical, home entertainment and new media markets. Mr. Rowen works closely with all of the major television networks, cable channels and film studios to produce home entertainment products.

 

Mr. Rowen also works with a wide array of notable filmmakers including Steven Spielberg, Ron Howard, Brett Ratner and James Cameron to name a few. Mr. Rowen also has very close working relationships with actors including Tom Hanks, Brad Pitt, Julia Roberts, Robert Downey, Jr., Denzel Washington, Ryan Gosling, Sofia Vergara, Mariska Hargitay and many others.

 

Prior to starting Blue Collar Productions, Mr. Rowen functioned as the head of home entertainment production for DreamWorks SKG from 1997 to 2000. He also serves as the President of Long Leash Entertainment, an aggregator of entertainment based intellectual property and creator of high-end entertainment content.

Mr. Rowen is a graduate of the University of California, Los Angeles. He is also actively involved in charitable organizations includingStand Up 2 Cancer,The Joyful Heart Foundation,Save The Children, and other philanthropic endeavors in the arts.

 

CONFLICTS OF INTERESTConflicts of InterestGENERAL.General.

 

Our directors and officers are, or may become, in their individual capacities, officers, directors, controlling shareholders and/or partners of other entities engaged in a variety of non-profit and for-profit organizations. Thus,

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there exist potential conflicts of interest including, among other things, time, efforts and corporation opportunity, involved in participation with such other business entities.

 

CONFLICTS OF INTERESTConflicts of InterestCORPORATE OPPORTUNITIESCorporate Opportunities

 

Presently no requirement contained in our Articles of Incorporation, Bylaws, or minutes which requires our officers and directors to disclose business opportunities which come to their attention. Our officers and directors do, however, have a fiduciary duty of loyalty to us to disclose to us any business opportunities which come to their attention, in their capacity as an officer and/or director or otherwise. Excluded from this duty would be opportunities which the person learns about through his involvement as an officer and director of another company. We have no intention of merging with or acquiring an affiliate, associate person or business opportunity from any affiliate or any client of any such person.

 

Involvement in Certain Legal Proceedings

None of our directors and executive officers has been involved in any of the following events during the past ten years:

(a)

any petition under the federal bankruptcy laws or any state insolvency laws filed by or against, or an appointment of a receiver, fiscal agent or similar officer by a court for the business or property of such person, or any partnership in which such person was a general partner at or within two years before the time of such filing, or any corporation or business association of which such person was an executive officer at or within two years before the time of such filing;

(b)

any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

(c)

being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining such person from, or otherwise limiting, the following activities: (i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; engaging in any type of business practice; or (iii) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws;

(d)

being the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (c)(i) above, or to be associated with persons engaged in any such activity;

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(e)

being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission to have violated a federal or state securities or commodities law, and the judgment in such civil action or finding by the Securities and Exchange Commission has not been reversed, suspended, or vacated;

(f)

Being found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

(g)

being the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: (i) any federal or state securities or commodities law or regulation; or (ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease- and-desist order, or removal or prohibition order; or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

(h)

being the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Securities Exchange Act of 1934), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Family Relationships

Stephen J. Thomas, III, President, CEO and Chairman of the Board and Reginald Thomas, Director, are brothers.

Director Attendance at Meetings

Our board of directors conducts its business through meetings, both in person and telephonic, and by actions taken by written consent in lieu of meetings. During the year ended December 31, 2023, our board of directors held no meetings and acted through unanimous written consents 8 times. Our board of directors encourages all directors to attend our future annual meetings of stockholders unless it is not reasonably practicable for a director to do so.

Corporate Governance

Our business, property and affairs are managed by, or under the direction of, our Board, in accordance with the Florida Business Corporation Law and our by-laws. Members of the Board are kept informed of our business through discussions with the Chief Executive Officer and other key members of management, by reviewing materials provided to them by management.

We continue to review our corporate governance policies and practices by comparing our policies and practices with those suggested by various groups or authorities active in evaluating or setting best practices for corporate governance of public companies. Based on this review, we have adopted, and will continue to adopt, changes that the Board believes are the appropriate corporate governance policies and practices for our Company. We have adopted changes and will continue to adopt changes, as appropriate, to comply with the Sarbanes-Oxley Act of 2002 and subsequent rule changes made by the SEC, and the listing rules of the NASDAQ Capital Market and any applicable securities exchange.

Director Qualifications and Diversity

The board seeks independent directors who represent a diversity of backgrounds and experiences that will enhance the quality of the board’s deliberations and decisions. Candidates shall have substantial experience with one or more publicly traded companies or shall have achieved a high level of distinction in their chosen fields. The board is particularly interested in maintaining a mix that includes individuals who are active or retired executive officers and senior executives, particularly those with experience in the finance and capital market industries.

In evaluating nominations to the board of directors, our board also looks for certain personal attributes, such as integrity, ability and willingness to apply sound and independent business judgment, comprehensive understanding of a director’s role in corporate governance, availability for meetings and consultation on Company matters, and the willingness to assume and carry out fiduciary responsibilities. Qualified candidates for membership on the board will be considered without regard to race, color, religion, sex, ancestry, national origin or disability.

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Oversight of Risk Management

Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, including economic risks, financial risks, legal and regulatory risks and others, such as the impact of competition. Management is responsible for the day-to-day management of the risks that we face, while our board, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, our board of directors is responsible for satisfying itself that the risk management processes designed and implemented by management are adequate and functioning as designed. Our board of directors assesses major risks facing our Company and options for their mitigation in order to promote our stockholders’ interests in the long-term health of our Company and our overall success and financial strength. A fundamental part of risk management is not only understanding the risks a company faces and what steps management is taking to manage those risks, but also understanding what level of risk is appropriate for us. The involvement of our full board of directors in the risk oversight process allows our board of directors to assess management’s appetite for risk and also determine what constitutes an appropriate level of risk for our Company. Our board of directors regularly includes agenda items at its meetings relating to its risk oversight role and meets with various members of management on a range of topics, including corporate governance and regulatory obligations, operations and significant transactions, risk management, insurance, pending and threatened litigation and significant commercial disputes.

While our board of directors is ultimately responsible for risk oversight, we plan to establish various committees of our board of directors to oversee risk management in their respective areas and regularly report on their activities to our entire board of directors. In particular, the Audit Committee will have the primary responsibility for the oversight of financial risks facing our Company. The Audit Committee’s charter will provide that it will discuss our major financial risk exposures and the steps we have taken to monitor and control such exposures. Our board of directors will also delegate primary responsibility for the oversight of all executive compensation and our employee benefit programs to the Compensation Committee. The Compensation Committee will strive to create incentives that encourage a level of risk-taking behavior consistent with our business strategy.

We believe the division of risk management responsibilities described above is an effective approach for addressing the risks facing our Company and that our board’s leadership structure provides appropriate checks and balances against undue risk taking.

Code of Business Conduct and Ethics

Our board of directors has adopted a code of ethical conduct that applies to our principal executive officer, principal financial officer and senior financial management. This code of ethical conduct is embodied within our Code of Business Conduct and Ethics, which applies to all persons associated with our Company, including our directors, officers and employees (including our principal executive officer, principal financial officer, principal accounting officer and controller). In order to satisfy our disclosure requirements under the Exchange Act, we will disclose amendments to, or waivers of, certain provisions of our Code of Business Conduct and Ethics relating to our chief executive officer, chief financial officer, chief accounting officer, controller or persons performing similar functions on our website promptly following the adoption of any such amendment or waiver. The Code of Business Conduct and Ethics provides that any waivers of, or changes to, the code that apply to the Company’s executive officers or directors may be made only by the Audit Committee. In addition, the Code of Business Conduct and Ethics includes updated procedures for non-executive officer employees to seek waivers of the code.

Board Leadership Structure

In accordance with the Company's by-laws, the Chairman of the Board presides at all meetings of the board. Currently, the Chief Executive Officer is held by a person who is the Chairman. The Company has no fixed policy with respect to the separation of these titles.

CONFLICTS OF INTEREST – GENERAL

Our directors and officers are, or may become, in their individual capacities, officers, directors, controlling shareholders and/or partners of other entities engaged in a variety of non-profit and for-profit organizations. Thus, there exist potential conflicts of interest including, among other things, time, efforts and corporation opportunity, involved in participation with such other business entities.

CONFLICTS OF INTEREST – CORPORATE OPPORTUNITIES

Presently no requirement contained in our Articles of Incorporation, Bylaws, or minutes which requires our officers and directors to disclose business opportunities which come to their attention. Our officers and directors do, however, have a fiduciary duty of loyalty to us to disclose to us any business opportunities which come to their attention, in their capacity as an officer and/or director or otherwise. Excluded from this duty would be opportunities which the person learns about through his involvement as an officer and director of another company. We have no intention of merging with or acquiring an affiliate, associate person or business opportunity from any affiliate or any client of any such person.

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COMMITTEES OF THE BOARD OF DIRECTORS

 

We are managed under the direction of its board of directors.

 

EXECUTIVE COMMITTEE

 

We do not have an executive committee at this time.currently.

 

PRACTICES AND POLICIES REGARDING HEDGING, SPECULATIVE TRADING AND PLEDGING OF SECURITIES 

Our insider trading policy generally prohibits the Company’s and our Investment Adviser’s directors, officers and employees from engaging in any short-term trading, short sales and other speculative transactions involving our securities, including buying or selling puts or calls or other derivative securities based on our securities. In addition, such persons are generally prohibited under our insider trading policy from entering into hedging or monetization transactions or similar arrangements, as well as pledging our securities in a margin account or as collateral for a loan, except in limited circumstances that are pre-approved by our chief compliance officer. 

INSIDER TRADING ARRANGEMENTS AND POLICIES

We have adopted insider trading policies and procedures governing the purchase, sale, and disposition of our securities by our officers and directors of that are reasonably designed to promote compliance with insider trading laws, rules and regulations.

AUDIT COMMITTEE

 

We do not have an audit committee at this time.currently.

 

ANNUAL MEETING

 

The annual meeting of stockholders is anticipated in the Fall of 20192024 and will include the election of directors. The annual meeting will be held at our principal office or at such other place as permitted by the laws of the State of Florida and on such date as may be fixed from time to time by resolution of our board of directors.

 

PREVIOUS "BLANK CHECK" OR "SHELL" COMPANY INVOLVEMENT

 

No members of our management have been involved in previous "blank-check" or "shell" companies.

 

INVOLVEMENT IN LEGAL PROCEEDINGS

 

No executive Officer or Director of our Company has been convicted in any criminal proceeding (excluding traffic violations) or is the subject of a criminal proceeding that is currently pending.

 

No executive Officer or Director of our Company is the subject of any pending legal proceedings.

 

No Executive Officer or Director of our Company is involved in any bankruptcy petition by or against any business in which they are a general partner or executive officer at this time or within two years of any involvement as a general partner, executive officer, or Director of any business.

 

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ITEM 11. EXECUTIVE COMPENSATION.

 

Summary of Executives and Director Compensation TableTables

 

The following table sets forth the compensation paid to our officers fromfor the years ended December 31, 2018, 2017,2023, 2022, 2021, and 2016.2020.

 

SUMMARY EXECUTIVESEXECUTIVE COMPENSATION TABLE

In Dollars

Name & Position Year Salary
($)
 Bonus
($)
 Stock awards
($)
 Option awards
($)
 Non-equity incentive plan compensation
($)
 Non-qualified deferred compensation earnings
($)
 All other compensation
($)
 Total
($)
                   
Stephen J. Thomas, III CEO and President  2018   98,790   —     —     —     —     —        (1)  98,790(2)
   2017   95,402   —     —     —     —     —        (1)  95,402(2)
   2016   79,571   —     —     —     —     —        (1)  79,571 
                                         
Richard Eberhardt, Executive Vice-President  2018   21,115   —     —     —     —     —            21,115(2)
   2017   60,015   —     —     —     —     —            60,015(2)
   2016   77,722   —     220,000   —     —     —            297,722 
                                         
Gary Cook, CFO  2018   45,100   —     —     —     —     —            45,100(2)
   2017   68,500   —     —     —     —     —            68,500(2)
   2016   35,500   —     1,650,000   —     —     —            1,685,500 
                                         
Stacie Stricker, Secretary and Controller  2018   52,850   —     —     —     —     —     —         52,850(2)
   2017   52,600   —     —     —     —     —     —         52,600(2)
   2016   30,500   —     145,000   —     —     —     —         175,500 

(1)The Company entered into a lease for living space which is occupied by Stephen Thomas, Chairman, CEO and President of the Company. Mr. Thomas lives in the space and uses it as his corporate office. The Company has paid approximately $26,792 in rent and utility payments for this space for the twelve months ended December 31, 2018. No portion of the payments on this lease have been included in amounts shown in compensation to Mr. Stephen Thomas and has approximated $30,000 to $40,000 a year in 2015-2018.

(2) These amounts do not include compensation that has been accrued on the books of the Company in accordance with employment agreements and other previous contract work performed but has not been paid because of the lack of cash flows. Accrued but unpaid compensation as of December 21, 2018 is as follows: Stephen J. Thomas, III - $52,876; Richard Eberhardt - $153,150; Gary Cook - $154,345; and Stacie Stricker - $94,800. 

Name & Position

 

Year

 

Salary

($)

 

 

Bonus

($)

 

 

Stock awards

($)

 

 

Option awards

($)

 

 

Non-equity incentive plan compensation

($)

 

 

Non-qualified deferred compensation earnings

($)

 

 

All other compensation

($)

 

 

Total

($) (2)

 

Stephen J. Thomas, III CEO and President

 

2023

 

 

83,333

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

 

 

83,333

(2)

 

 

2022

 

 

166,667

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

 

 

166,667

(2)

 

 

2021

 

 

270,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

 

 

270,000

(2)

Richard Eberhardt, COO

 

2023

 

 

50,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10,704

(3)

 

 

60,704

(2)

 

 

2022

 

 

100,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10,704

(3)

 

 

110,704

(2)

 

 

2021

 

 

170,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10,704

(3)

 

 

180,704

(2)

Gary Cook, CFO

 

2023

 

 

125,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

125,000

(2)

 

 

2022

 

 

133,333

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

133,333

(2)

 

 

2021

 

 

200,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

200,000

(2)

Stacie Stricker, Secretary and Controller (4)

 

2020

 

 

35,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

35,000

(2)

75 

(1)

The Company entered into a lease for living space which is occupied by Stephen Thomas, Chairman, CEO and President of the Company. Mr. Thomas lives in the space and uses it as his corporate office. The Company has paid approximately $22,500, $30,000, $30,000 and $30,000 in rent and utility payments for the years ended December 31, 2023 2022, 2021 and 2020, respectively. No portion of the payments on this lease have been included in amounts shown in compensation to Mr. Stephen Thomas and has approximated $30,000 to $40,000 a year in 2015-2019.

Table

(2)

These amounts do not include compensation that has been accrued on the books of Contentsthe Company in accordance with employment agreements and other previous contract work performed but has not been paid because of the lack of cash flows. Accrued but unpaid compensation, net of advances, as of December 31, 2023 is as follows: Stephen J. Thomas, III - $107,757; Richard Eberhardt - $113,470; and Gary Cook - $149,949.

(3)

Represents a monthly car allowance paid by the Company.

(4)

Ms. Stricker resigned as an employee of the Company in March 2021.

 

Employment Contracts and Termination of Employment and Change-in-Control Arrangements

 

We have employment/consultant agreements with our key officers, as listed below. Described below are the compensation packages our Board approvedThe initial term for our three executive officers.employees employment agreements have expired and they are now working under an extended period which primarily calls for a 30-day notice for any changes or termination.  The compensationBoard is working to revise the executive employment agreements.  Below is a summary of current terms for our three executives which is, for the most part, an extension of their prior employment agreements, as well as those consulting agreements for the outside directors. The prior employment agreements were approved by our board based upon recommendations conducted by the board.

 

NamePositionAnnual Compensation
Stephen J. Thomas, III (1)Chief Executive Officer$150,000
 
Richard Eberhardt (2)Executive Vice President$150,00088

Gary Cook (3)Chief Financial Officer$150,000Table of Contents
Arkady Shkolnik (4)Director$100,000
Reginald Thomas (5)Director$40,000

 

Name

 

Position

 

Annual Compensation

 

Stephen J. Thomas, III (1)

 

Chief Executive Officer

 

$250,000

 

 

 

 

 

 

 

 

Richard Eberhardt (2)

 

Chief Operating Officer

 

$150,000

 

 

 

 

 

 

 

 

Gary Cook (3)

 

Chief Financial Officer

 

$200,000

 

 

 

 

 

 

 

 

Arkady Shkolnik (4)

 

Director

 

$100,000

 

 

 

 

 

 

 

 

Reginald Thomas (5)

 

Director

 

$40,000

 

 

 

 

 

 

 

 

John F. Wharton (6)

 

Director

 

$180,000

 

 _____________________________

(1) Pursuant to an employment agreement dated November 1, 2017, and now is in an extended period, Mr. Thomas receives a base salary of $150,000$250,000 per year. In addition to the base salary, Mr. Thomas is eligible to receive performance bonuses as to be determined by our Board of Directors. The agreement hashad a three-year term and expiresthat ended on October 31, 2020.2020 and now is in an extended period.

 

Upon an affirmative vote of not less than two-thirds of the Board of Directors, the employment may be terminated without further liability on the part of our Company. Cause is considered to be an act or acts of serious dishonesty, fraud, or material and deliberate injury related to our business, including personal enrichment at the expense of our Company. If there is a termination for cause the benefits of any bonus for the period preceding termination would be forfeit.

 

In addition, the agreement provides for Mr. Thomas to be able to terminate the agreement for Good Reason. Good Reason is considered to be (1) an adverse change in his status or position as CEO, (2) a reduction in base salary, or (3) action by us that adversely affected his participation in the benefits.

 

(2) Pursuant to an employment agreement dated November 1, 2017, and now is in an extended period, Mr. Eberhardt receives a base salary of $150,000 per year. In addition to the base salary, Mr. Eberhardt is eligible to receive performance bonuses as to be determined by our Board of Directors. The agreement hashad a three-year term and expiresthat ended on October 31, 2020.2020 and now is in an extended period.

Upon an affirmative vote of not less than two-thirds of the Board of Directors, the employment may be terminated without further liability on the part of our Company. Cause is considered to be an act or acts of serious dishonesty, fraud, or material and deliberate injury related to our business, including personal enrichment at the expense of our Company. If there is a termination for cause the benefits of any bonus for the period preceding termination would be forfeit.

 

In addition, the agreement provides for Mr. Eberhardt to be able to terminate the agreement for Good Reason. Good Reason is considered to be (1) an adverse change in his status or position as CEO, (2) a reduction in base salary, or (3) action by us that adversely affected his participation in the benefits.

 

(3) Pursuant to an employment agreement dated November 1, 2017, and now is in an extended period, Mr. Cook receives a base salary of $150,000$200,000 per year for which currently he devotes no less than 60% of his full-time. In addition to the base salary, Mr. Cook is eligible to receive performance bonuses as to be determined by our Board of Directors. The agreement hashad a three-year term and expiresthat ended on October 31, 2020.2020 and now is in an extended period.

 

Upon an affirmative vote of not less than two-thirds of the Board of Directors, the employment may be terminated without further liability on the part of our Company. Cause is considered to be an act or acts of serious dishonesty,

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fraud, or material and deliberate injury related to our business, including personal enrichment at the expense of our Company. If there is a termination for cause the benefits of any bonus for the period preceding termination would be forfeit.

 

In addition, the agreement provides for Mr. Cook to be able to terminate the agreement for Good Reason. Good Reason is considered to be (1) an adverse change in his status or position as CEO, (2) a reduction in base salary, or (3) action by us that adversely affected his participation in the benefits.

 

(4) In accordance with an Independent Director Agreement with the Company for his services as a director, Mr. Shkolnik is to receive $25,000 per quarter and 5,000,000 shares of restricted common stock valued at approximately $687,500 vesting quarterly over twenty-four months. The quarterly cash payments of $25,000 will be paid in unrestricted common shares if the Company has not been funded adequately to make such payments.

 

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(5) In accordance with an Independent Director Agreement with the Company for his services as director, Mr. Thomas is to receive $10,000 per quarter and 1,000,000 shares of restricted common stock valued at approximately $119,000 vesting quarterly over twenty-four months. The quarterly payment of $10,000 may be suspended by the Company if the Company has not been adequately funded.

 

(6) In accordance with an agreement with Mr. Wharton, the Company is to pay Mr. Wharton $8,000 per month for months one and two, $10,000 per months for months three and four and $15,000 per month thereafter starting August 1, 2021 for a term of three years with mutual agreement of additional years.  Either Mr. Wharton or the Company can terminate the agreement upon notice of three months by either party.  In addition, Mr. Wharton is to receive 15,000,000 shares of common stock of the Company vested over two years, fully vested, as defined, for a major contract or funding event that he generates.

Compensation Committee Interlocks and Insider Participation

 

Our board of directors in our entirety acts as the compensation committee for TPT Global Tech, Inc.

 

DIRECTORBOARD OF DIRECTORS COMPENSATION

All of our officers and/or directors will continue to be active in other companies. All officers and directors have retained the right to conduct their own independent business interests.

The term of office for each Director is one (1) year, or until his/her successor is elected at our annual meeting and qualified. The term of office for each of our Officers is at the pleasure of the Board of Directors.

The Board of Directors has no nominating, auditing committee or a compensation committee. Therefore, the selection of person or election to the Board of Directors was neither independently made nor negotiated at arm's length.

At this time, our Directors do not receive cash compensation for serving as members of our Board of Directors.

Only our outside Directors receive cash compensation for serving as members of our Board of Directors.

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The following table sets forth certain information concerning compensation paid to our directors for services as directors, but not including compensation for services as officers reported in the "Summary Executives’ Compensation Table" during the years ended December 31, 2018, 20172023, 2022, and 2016:2021:

    NameYear  

  

Fees earned or paid in cash

($)

   

 

 

 

Stock awards ($)

   

 

 

 

Option awards ($)

   

 

Non-equity incentive plan compensation ($)

   

Non-qualified deferred compensation earnings

($)

   

 

 

All other compensation ($)

   

 

 

 

Total

($)

 
                              
Stephen J. Thomas, III (1)2018  —     —     —     —     —     —     —   
 2017  —     —     —     —     —     —     —   
 2016  —     —     —     —     —     —     —   
                              
Richard Eberhardt (2)2018  —     —     —     —     —     —     —   
 2017  —     —     —     —     —     —     —   
 2016  —     —     —     —     —     —     —   
                              
Arkady Shkolnik (3)2018  37,500     144,271    —     —     —     —     181,771   
 2017  —     —     —     —     —     —     —   
 2016  —     —     —     —     —     —     —   
                              
Reginald Thomas (3)2018  15,000     25,000     —     —     —     —     40,000   
 2017  —     —     —     —     —     —     —   
 2016  —     —     —     —     —     —     —   

 

Name

 

Year

 

Fees earned or paid in cash

($)

 

 

Stock awards ($)

 

 

Option awards ($)

 

 

Non-equity incentive plan compensation ($)

 

 

Non-qualified deferred compensation earnings

($)

 

 

All other compensation ($)

 

 

Total

($)

 

Stephen J. Thomas, III (1)

 

2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Richard Eberhardt (2)

 

2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Arkady Shkolnik (3)

 

2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reginald Thomas (3)

 

2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

John F. Wharton (4)

 

2023

 

 

 

 

 

12,425

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

14,425

 

 

 

2022

 

 

 

 

 

21,300

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

21,300

 

 

 

2021

 

 

30,000

 

 

 

8,875

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

38,875

 

_______________

(1)

Mr. Thomas is also an officer and as such he receives the compensation as disclosed in the Executive Compensation Table.

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(2)

Mr. Eberhardt is also an officer and as such he receives the compensation as disclosed in the Executive Compensation TableTable.

(3)

In August 2018, a majority of the outstanding voting shares of the Company voted through a consent resolution to support a consent resolution of the Board of Directors of the Company to add two new directors to the Board. As such, Arkady Shkolnik and Reginald Thomas were added as members of the Board of Directors. The total members of the Board of Directors after this addition is four. In accordance with agreements with the Company for his services as a director, Mr. Shkolnik is to receive $25,000 per quarter and 5,000,000 shares of restricted common stock valued at approximately $687,500 vesting quarterly over twenty-four months. The quarterly cash payments of $25,000 will be paid in unrestricted common shares if the Company has not been funded adequately to make such payments. Mr. Thomas is to receive $10,000 per quarter and 1,000,000 shares of restricted common stock valued at approximately $119,000 vesting quarterly over twenty-four months. The quarterly payment of $10,000 may be suspended by the Company if the Company has not been adequately fundedfunded. Both the 5,000,000 and 1,000,000 shares granted were issued during the year ended December 31, 2020.

(4)

Mr. Wharton was appointed a Director effective August 1, 2021. In accordance with an agreement with Mr. Wharton, the Company is to pay Mr. Wharton $8,000 per month for months one and two, $10,000 per months for months three and four and $15,000 per month thereafter starting August 1, 2021 for a term of three years with mutual agreement of additional years. Either Mr. Wharton or the Company can terminate the agreement upon notice of three months by either party. In addition, Mr. Wharton is to receive 3,000,000 shares of common stock of the Company vested over two years, fully vested, as defined, for a major contract or funding event that he generates.

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The term of office for each Director is one (1) year, or until his/her successor is elected at our annual meeting and qualified. The term of office for each of our Officers is at the pleasure of the Board of Directors.

The Board of Directors has no nominating, auditing committee or a compensation committee. Therefore, the selection of person or election to the Board of Directors was neither independently made nor negotiated at arm's length.

At this time, our Directors do not receive cash compensation for serving as members of our Board of Directors.

Limitation on Liability and Indemnification

 

We are a Florida corporation. The Florida Revised Statutes provide that the articles of incorporation of a Florida corporation may contain a provision eliminating or limiting the personal liability of a director to the corporation or our stockholders for monetary damages for breach of fiduciary duty as a director, except that any such provision may not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the corporation or our stockholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) acts specified in Section 78 (concerning unlawful distributions), or (iv) any transaction from which a director directly or indirectly derived an improper personal benefit. Our articles of incorporation contain a provision eliminating the personal liability of directors to our company’ or our stockholders for monetary damages to the fullest extent provided by the Florida Revised Statutes.

 

The Florida Revised Statutes provides that a Florida corporation must indemnify a person who was wholly successful, on the merits or otherwise, in defense of any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal (a “Proceeding”), in which he or she was a party because the person is or was a director, against reasonable expenses incurred by him or her in connection with the Proceeding, unless such indemnity is limited by the corporation’s articles of incorporation. Our articles of incorporation do not contain any such limitation.

 

The Florida Revised Statutes provide that a Florida corporation may indemnify a person made a party to a Proceeding because the person is or was a director against any obligation incurred with respect to a Proceeding to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan) or reasonable expenses incurred in the Proceeding if the person conducted himself or herself in good faith and the person reasonably believed, in the case of conduct in an official capacity with the corporation, that the person’s conduct was in the corporation’s best interests and, in all other cases, his or her conduct was at least not opposed to the corporation’s best interests and, with respect to any criminal proceedings, the person had no reasonable cause to believe that his or her conduct was unlawful. Our articles of incorporation and bylaws allow for such indemnification. A corporation may not indemnify a director in connection with any Proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation or, in connection with any other Proceeding charging that the director derived an improper personal benefit, whether or not involving actions in an official capacity, in which Proceeding the director was judged liable on the basis that he or she derived an improper

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personal benefit. Any indemnification permitted in connection with a Proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with such Proceeding.

 

The Florida Revised Statutes, unless otherwise provided in the articles of incorporation, a Florida corporation may indemnify an officer, employee, fiduciary, or agent of the corporation to the same extent as a director and may indemnify such a person who is not a director to a greater extent, if not inconsistent with public policy and if provided for by our bylaws, general or specific action of our board of directors or stockholders, or contract. Our articles of incorporation provide for indemnification of our directors, officers, employees, fiduciaries and agents to the full extent permitted by Florida law.

 

Our articles of incorporation also provide that we may purchase and maintain insurance on behalf of any person who is or was a director or officer of our company or who is or was serving at our request as a director, officer or agent of another enterprise against any liability asserted against him or her and incurred by him or her in any such capacity or arising out of his or her status as such, whether or not we would have the power to indemnify him or her against such liability.

 

EQUITY COMPENSATION PLAN INFORMATION

 

Key Employees Stock Compensation Plan

 

Effective October 14, 2017, we adopted the 2017 TPT Global Tech, Inc. Stock Option and Award Incentive Plan (the "Plan"). We have adapted an updated Plan on January 31, 2024 which broadened the Plan to include Consulting Services. The Plan provides for grants of nonqualified stock options and other stock awards, including warrants, to designated employees, officers, directors, advisors and independent contractors. A maximum of 20,000,000 shares of our common stock were reserved for options and other stock awards under the Plan. We have the ability to issue either options or warrants under the Plan.

 

As of December 31, 2018, we had options outstanding to purchase 3,093,120 shares of common stock of the Company as follows:

Grant PurposeGrant DateNumberExercise PriceExpiration DateVesting
Part of debt issuance termsVarious93,120$0.046 to $0.2212-31-2019100%
Consulting3-21-20181,000,000$0.103-20-2021100%
Legal services3-1-20182,000,000$0.102-28-2020Monthly over 18 mos.

There are no warrants outstanding as of December 31, 2018. Subsequent to December 31, 2018, 2,000,000 warrants were issued to purchase 2,000,000 shares of common stock in conjunction with financing arrangements entered into. See Note 11 of the consolidated financial statements.

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OPTION/WARRANT GRANTS IN THE LAST FISCAL YEAR

 

On October 14, 2017, the Board of Directors and majority stockholders of TPT approved the 2017 TPT Global Tech, Inc. Stock Option and Award Incentive Plan (“the 2017 Plan.”) There are 20,000,000 shares of our common stock reserved under the 2017 Plan.

 

As of December 31, 2023, there were no options outstanding to purchase shares of common stock of the Company.

During 2018the period ended December 31, 2023, there were no warrants issued to purchase shares of common stock.

Option/Warrant Grants In The Last Interim and Fiscal Year

Effective October 14, 2017, we adopted the 2017 TPT Global Tech, Inc. Stock Option and Award Incentive Plan (the "Plan"). We have adapted an updated Plan on January 31, 2024 which broadened the Plan to include Consulting Services. The Plan provides for grants of nonqualified stock options and other stock awards, including warrants, to designated employees, officers, directors, advisors and independent contractors. A maximum of 20,000,000 shares of our common stock were reserved for options and other stock awards under the Plan. We have the ability to issue either options or warrants under the Plan.

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On February 1, 2024, by unanimous written consent, the Board of Directors and Majority Shareholder of TPT Global Tech, Inc. (the “Company”) approved and adopted an amendment and restatement of the 2024 TPT Global Tech, Inc. Stock Option, Compensation, and Award Incentive Plan (the “Plan”) to increase the maximum number of common shares, with a par value of $0.001 (“Common Shares”), available for grant to participants under the Plan to 3,500,000,000 Common Shares. In addition, the Plan was amended to define “Eligible Person” as an Employee, Consultant (Person or Professional Services Company) or Director of the Company, any Parent or any Subsidiary. A company other than a Professional Services Company is NOT eligible and “Issuance for Compensation for Services” shall mean the issuance for valuable and adequate consideration determined by the Board as determined by performance pursuant to an agreement. This Plan amends and supersedes any and all prior Plans.

As of December 31, 2023, there were 129,116,666 warrants outstanding that expire in five years or in the years ended December 31, 2024 -2027.  As part of the Convertible Promissory Notes payable – third party issuance in Note 5, the Company issued 1,000,000 warrants to purchase 1,000,000 common shares of the Company at 70% of the current market price.  Current market price means the average of the three lowest trading prices for our common stock during the ten-trading day period ending on the latest complete trading day prior to the date of the respective exercise notice.  However, if a required registration statement, registering the underlying shares of the Convertible Promissory Notes, is declared effective on or before June 11, 2019 to September 11, 2019, then, while such Registration Statement is effective, the current market price shall mean the lowest volume weighted average price for our common stock during the ten-trading day period ending on the last complete trading day prior to the conversion date.  

On January 31, 2022, TPT Global Tech, Inc. issued warrants in conjunction with the issuance of certain debt, options exercisable for 93,120Talos and Blue Lake Note Agreements.  Warrants to purchase 18,116,666 shares were issued outsideof common stock at $0.015 per share provided, however, that if the Company consummates an uplist offering on or before July 6, 2022, then the exercise price shall be 110% of the 2017 Plan. 3,000,000 optionsoffering price at which the uplist offering is made.

The warrants issued under these convertible promissory notes were issued during 2018 in conjunction with consulting agreements. Inconsidered derivative liabilities valued at $40,817 of the total 3,093,120 stock options were issued$9,827,723 derivative liabilities as of December 31, 2018. The number2023. See Note 5.

Current market price means the average of options, exercise price and expirationthe three lowest trading prices for our common stock during the ten-trading day period ending on the latest complete trading day prior to the date of these options are as follows:the respective exercise notice. 

 

The exercise of the options, warrants, convertible promissory notes and Series A, B, C, D, and E Series Preferred Stock into shares of our common stock could have a dilutive effect to the holdings of our existing shareholders.

Stock OptionShareExpire
GrantedPriceDate
6,000$0.06312/31/2019
2,000$0.04612/31/2019
21,200$0.2212/31/2019
6,400$0.13512/31/2019
5,500$0.1212/31/2019
8,300$0.2212/31/2019
8,720$0.13512/31/2019
7,000$0.09412/31/2019
4,000$0.06612/31/2019
2,000$0.06312/31/2019
4,000$0.1012/31/2019
4,000$0.06212/31/2019
2,000$0.06412/31/2019
4,000$0.134712/31/2019
4,000$0.05212/31/2019
2,000$0.22012/31/2019
2,000$0.06212/31/2019
1,000,000$0.103/21/2021
2,000,000$0.103/1/2020
3,093,120  

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.Outstanding Equity Awards At Interim and Fiscal Year End

 

The following table sets forth certain information with respect toconcerning outstanding equity awards held by our appointed executive officers for the beneficial ownership of our outstanding common stock by:years ended December 31, 2023 and 2022 (the "Named Executive Officers"):

 

·

each person who is known by us to be the beneficial owner

Option Awards

Stock awards

Name

Number of five percent (5%securities underlying unexercised options (#) exercisable

Number of securities underlying unexercised options (#) unexercisable

Equity incentive plan awards: Number of securities underlying unexercised unearned options

(#)

Option exercise price

($)

Option expiration date

Number of shares or moreunits of our common stock;stock that have not vested

(#)

Market value of shares of units of stock that have not vested

($)

Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#)

Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested

($)

Stephen J. Thomas, III, CEO and Chairman (1)

Richard Eberhardt, COO

Gary Cook, CFO

 

·our executive officers, and each director as identified in the “Management — Executive Compensation” section; and

 

·

(1)

all of our directors and executive officers as a group.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock and options, warrants and convertible securities that are currently exercisable or convertible within 60 days of the date of this document into shares of our common stock are deemed to be outstanding and to be beneficially owned by the person holding the options, warrants or convertible securities for the purpose of computing the percentage ownership of the person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

The information below is based on the number of shares of our common stock that we believe was beneficially owned by each person or entity as of March 31, 2019.

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OFFICERS AND DIRECTORS

 Title of ClassName and Address of Beneficial Owner (1)Amount and Nature of Beneficial OwnerPercent of Class Outstanding (2)Number of Shares & Warrants if fully exercisedPercent of Class including Warrants(5)
      
Common Stock

Stephen J. Thomas, III,

Chairman, President, Chief Executive Officer and Director

30,949,740 (3)22.63%30,949,74022.6%
      
Common StockRichard Eberhardt, Director and Executive Vice President19,000,00013.9%19,000,00013.9%
      
Common StockArkady Shkolnik, Director0(4)0%1,401,667(4)1.0%
      
Common StockReginald Thomas, Director0(4)0%208,333(4)0.2%
      
Common StockGary Cook, Chief Financial Officer6,500,0004.8%6,500,0004.8%
      
Common StockStacie Stricker, Corporate Secretary and Controller500,0000.4500,0000.4%
      
Common sharesAll Directors and Executive Officers as a Group (6 persons) Common Shares56,949,74042.058,559,74042.3%

(1)The Address for the above individuals and entities is c/o 501 West Broadway, Suite 800, San Diego, CA 92101
(2)Based upon 136,953,904 shares issued and outstanding.
(3)Does not contemplate the Series A Preferred Stock held 100% by Stephen J. Thomas, III which guarantees the holder to 60% of the outstanding common stock in shares when converted and 60% of any vote prior to or after conversion. At this time,As of December 31, 2023, approximately 105,000,000175,986,864,598 additional common shares would be issued if Mr. Thomas were to convert his Series A Preferred Stock holdings to common stock. The Company would have to authorize more shares as there are only 15,000,000,000 shares authorized currently.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth information regarding beneficial ownership of our common stock as of December 31, 2023 by:

·

each of our directors and the named executive officers;

(4)

·

all of our directors and executive officers as a group; and

·

each person or group of affiliated persons known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock.

Beneficial ownership and percentage ownership are determined in accordance with the rules of the Securities and Exchange Commission and includes voting or investment power with respect to shares of stock.  This information does not necessarily indicate beneficial ownership for any other purpose.

Unless otherwise indicated, such as the case with voting percentages, and subject to applicable community property laws, to our knowledge, each stockholder named in the following table possesses sole voting and investment power over their shares of common stock, except for those jointly owned with that person’s spouse.  Percentage of beneficial ownership before the offering is based on 2,456,634,910 shares of common stock outstanding as of December 31, 2023.

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OFFICERS AND DIRECTORS

 Title of Class

 

Name and Address of Beneficial Owner (1)

 

Amount and Nature of Beneficial Owner

 

 

Percent of Class Outstanding Common Shares (2)

 

 

Number of Common Shares & Warrants if fully exercised

 

 

Percent of Class including Warrants

(6)

 

 

Percent of Class including all classes of voting stock (7)

 

Common Stock

 

Stephen J. Thomas, III,

Chairman, President, Chief Executive Officer and Director

 

 

13,890,573

(3)

 

 

0.57

%

 

 

13,890,573

 

 

 

0.54

%

 

 

60

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

Richard Eberhardt, Director and Chief Operating Officer

 

 

17,000,000

 

 

 

0.69

%

 

 

17,000,000

 

 

 

0.66

%

 

 

0.01

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

Arkady Shkolnik, Director

 

 

5,000,000

(4)

 

 

0.20

%

 

 

5,000,000

 

 

 

0.19

%

 

 

0.00

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

Reginald Thomas, Director

 

 

1,165,000

(4)

 

 

0.05

%

 

 

1,165,000

 

 

 

0.05

%

 

 

0.00

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

John F. Wharton, Director

 

 

3,000,000

(5)

 

 

0.12

%

 

 

3,000,000

 

 

 

0.12

%

 

 

0.00

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

Gary Cook, Chief Financial Officer

 

 

5,006,281

 

 

 

0.20

%

 

 

5,006,281

 

 

 

0.19

%

 

 

0.00

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

All Directors and Executive Officers as a Group (6 persons)

 

 

45,061,854

 

 

 

1.83

%

 

 

45,061,854

 

 

 

1.74

%

 

 

60.01

%

___________________

(1)

The Address for the above individuals and entities is c/o 501 West Broadway, Suite 800, San Diego, CA 92101.

(2)

Based upon 2,456,634,910 shares issued and outstanding as of December 31, 2024.

(3)

Based upon 2,456,634,910 shares issued and outstanding as of December 31, 2024. Does not contemplate the Series A Preferred Stock held 100% by Stephen J. Thomas, III which guarantees the holder to 60% of the outstanding common stock in shares when converted and 60% of any vote prior to or after conversion. As of December 31, 2023, approximately 175,986,864,598 additional common shares would be issued if Mr. Thomas were to convert his Series A Preferred Stock holdings to common stock. 

(4)

In August 2018, the Company added two new directors to the Board. Arkady Shkolnik and Reginald Thomas were added as members of the Board of Directors. The total members of the Board of Directors after this addition is four. In accordance with agreements with the Company for his services as a director, Mr. Shkolnik is to receivereceived 5,000,000 shares of restricted common stock vesting quarterly over twenty-four months.and Mr. Thomas is to receivereceived 1,000,000 shares of restricted common stock vesting quarterly over twenty-four months.stock.

(5)

Effective August 1, 2021 the Company added another director to the Board, John F. Wharton who is to receive 3,000,000 shares of common stock of the Company vested over two years.

(6)

Assuming full exercise of any stock options or warrants.

(7)

Calculated using voting shares from all classes of common and convertible preferred voting shares.

 

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GREATER THAN 5% STOCKHOLDERS

Title of ClassName of Beneficial OwnerAmount and Nature of Beneficial OwnerPercent of Class Outstanding (2)Number of Shares & Warrants if fully exercisedPercent of Class including Warrants(4)
Common StockStephen J. Thomas, III, Chairman, President, Chief Executive Officer and Director (1)30,949,740(3)22.6%---22.6%
      
      
Common StockRichard Eberhardt, Director and Executive Vice President (1)19,000,00013.9---13.9%
      
      
Common Stock

Jack Naijur

PO Box 692211

Orlando, FL 32869

8,095,5005.9%---5.9%
      
      
Common Stock

Russell Williams

3980 Texas Street #3

San Diego, CA 92104

7,500,0005.5%---5.5%

 

 Title of Class

 

Name and Address of Beneficial Owner (1)

 

Amount and Nature of Beneficial Owner

 

 

Percent of Class Outstanding Common Shares (2)

 

 

Number of Common Shares & Warrants if fully exercised

 

 

Percent of Class including Warrants

(4)

 

 

Percent of Class including all classes of voting stock (5)

 

Common Stock

 

Stephen J. Thomas, III,

Chairman, President, Chief Executive Officer and Director

 

 

13,890,573(3)

 

 

0.57%

 

 

13,890,573

 

 

 

0.54%

 

 

60%

___________

 

(1)

The Address for the above individuals and entities is c/o 501 West Broadway, Suite 800, San Diego, CA 9210192101.

(2)

Based upon 136,953,9042,456,634,910 shares issued and outstanding as of December 31, 2023.

(3)

Does not contemplate the Series A Preferred Stock held 100% by Stephen J. Thomas, III which guarantees the holder to 60% of the outstanding common stock in shares when converted and 60% of any vote prior to or after conversion. At this time,As of December 31, 2023, approximately 105,000,000175,986,864,598 additional common shares would be issued if Mr. Thomas were to convert his Series A Preferred Stock holdings to common stock.   The Company would have to authorize more shares as there are only 2,500,000,000 shares authorized currently.

(4)

Assuming full exercise of any stock options or warrants.

(5)

Calculated using voting shares from all classes of common and convertible preferred voting shares.

 

Rule 13d-3 under the Securities Exchange Act of 1934 governs the determination of beneficial ownership of securities. That rule provides that a beneficial owner of a security includes any person who directly or indirectly has or shares voting power and/or investment power with respect to such security. Rule 13d-3 also provides that a beneficial owner of a security includes any person who has the right to acquire beneficial ownership of such security within sixty days, including through the exercise of any option, warrant or conversion of a security. Any securities not outstanding which are subject to such options, warrants or conversion privileges are deemed to be outstanding for the purpose of computing the percentage of outstanding securities of the class owned by such person. Those securities are not deemed to be outstanding for the purpose of computing the percentage of the class owned by any other person. Included in this table are only those derivative securities with exercise prices that we believe have a reasonable likelihood of being “in the money” within the next sixty days.

 

BENEFICIAL OWNERSHIP OF EACH CLASS OF VOTING SECURITIES

The following table reflects the beneficial ownership of each class of voting securities as of December 31, 2023.

 

 

Equivalent Voting Shares

 

 

Equivalent Voting Percentage

 

 

Voting Rights

 

Series A Preferred Stock

 

 

175,986,864,598

(1)

 

 

60.00

%

 

Shall have the right to vote as if converted prior to any vote at 60%.

 

Series B Preferred Stock

 

 

2,588,693

(2)

 

 

0.00

%

 

Shall have the right to vote equal to the number of common shares on a one-to-one basis.

 

Series C Preferred Stock

 

(3)

 

 

 

 

Shall have the right to vote equal to the number of common shares on a one-to-one basis.

 

Series D Preferred Stock

 

 

923,742,574

(4)

 

 

0.84

%

 

Shall have the right to vote on an as-converted basis.

 

Series E Preferred Stock

 

 

40,465,485,149

(5)

 

 

36.91

 

Shall have the right to vote on an as-converted basis.

 

Common Stock

 

 

2,456,634,910

 

 

 

2.25

%

 

 

 

 

 

 

219,835,315,924

 

 

 

100.00

%

 

 

 

______________

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REPORTS TO SECURITIES HOLDERS

We provide an annual report that includes audited financial information to our shareholders. We will make our financial information equally available to any interested parties or investors through compliance with the disclosure rules for a small business issuer under the Securities Exchange Act of 1934. We are subject to disclosure filing requirements including filing Form 10K annually and Form 10Q quarterly. In addition, we will file Form 8K and other proxy and information statements from time to time as required. We do not intend to voluntarily file the above reports in the event that our obligation to file such reports is suspended under the Exchange Act. The public may read and copy any materials that we file with the Securities and Exchange Commission, (“SEC”), at the SEC’s Public Reference Room at 100 F Street NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

 

Other than the stock transactions discussed herein, we have not entered into any transaction nor are there any proposed transactions in which any of our founders, directors, executive officers, stockholders or any members of the immediate family of any of the foregoing had or are to have a direct or indirect material interest.interest except as follows:

 

Accounts Payable and Accrued Expenses

There are amounts outstanding due to related parties of the Company of $1,308,051 and $831,502, respectively, as of December 31, 2023 and 2022 related to amounts due to employees, management and members of the Board of Directors according to verbal and written agreements that have not been paid as of period end which are included in accounts payable and accrued expenses on the balance sheet. See Note 9.

As is mentioned in Note 8, Reginald Thomas was appointed to the Board of Directors of the Company in August 2018. Mr. Thomas is the brother to the CEO Stephen J. Thomas III. According to an agreement, as modified, with Mr. Reginald Thomas, he is to receive $5,000 per quarter and received 1,000,000 shares of restricted common stock valued at approximately $120,000 which is fully vested. The quarterly payment of $5,000 may be suspended by the Company if the Company has not been adequately funded.

Leases

See Note 9 for office lease used by CEO.

Amounts Receivable – Related Party

As of December 31, 2023 and 2022, there are amounts due from management/shareholders of $0 and $265,273, respectively, included in amounts receivable – related party, primarily receivable from Mark Rowen of Blue Collar.  See Note 9 for amounts payable to Stephen J. Thomas, III.

Other Agreements

On April 17, 2018, the CEO of the Company, Stephen Thomas, signed an agreement with New Orbit Technologies, S.A.P.I. de C.V., a Mexican corporation, (“New Orbit”), majority owned and controlled by Stephen Thomas, related to a license agreement for the distribution of TPT licensed products, software and services related to Lion Phone and VuMe Live within Mexico and Latin America (“License Agreement”). The License Agreement provides for New Orbit to receive a fully paid-up, royalty-free, non-transferable license for perpetuity with termination only under situations such as bankruptcy, insolvency or material breach by either party and provides for New Orbit to pay the Company fees equal to 50% of net income generated from the applicable activities. The transaction was approved by the Company’s Board of Directors in June 2018. There has been no activity on this agreement.

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ITEM 14. PRINCIPAL ACCOUNTINGACCOUNTANT FEES AND SERVICES.

 

We incurred approximately $103,910$162,430 in audit fees to our principal independent accountants for professional services rendered in connection with the audit of financial statements for the fiscal year ended December 31, 2018.2023. We incurred approximately $130,000$172,000 in audit fees to our principal independent accountants for professional services rendered in connection with the audit of financial statements for the fiscal year ended December 31, 2017.2022.

 

During the fiscal years ended December 31, 20182023 and 2017,2022, we did not incur anyincurred $0 and $26,487, respectively, in other fees for professional services rendered by our principal independent accountants for all other non-audit services which may include, but not limited to, tax related services, actuarial services or valuation services.

 

(REMAINDER OF PAGE LEFT BLANK INTENTIONALLY)

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PART IV

 

ItemITEM 15. Exhibits, Financial Statement Schedules.EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

 

The following exhibits are incorporated into this Form 10-K Annual Report:

 

Exhibit NumberDescription 
3.1Articles of Incorporation of Chatham International, Inc. (9.30.96)(1)
3.2Articles of Incorporation of Cornerstone Capital, Inc. (12.30.98)(1)
3.3Articles of Amendment of Art, Music & Entertainment, Inc. – name change to Global Assets & Services, Inc. (7.30.01)(1)
3.4Articles of Merger – Global Assets & Services. Inc. and SDE 3, Inc. (1.17.02)(1)
3.5Articles of Amendment of Global Assets & Services, Inc. – name change to Jointland Development, Inc. (12.27.04)(1)
3.6Articles of Amendment of Jointland Development, Inc. – Article IV amendment (4.5.10)(1)
3.7Articles of Amendment of Jointland Development, Inc. – name change to Gold Royalty Corp. (10.19.10)(1)
3.8Articles of Amendment of Gold Royalty Corp. – new name Reuben Cannon Entertainment, Inc. (8.24.12)
3.9Articles of Amendment of Gold Royalty Corp. – new name Ally Pharma US, Inc. (10.31.12)(1)
3.10Articles of Amendment of Ally Pharma US, Inc. – new name TPT Global Tech, Inc.(1)
3.11Articles of Amendment of TPT Global Tech, Inc. – Preferred Stock Series A & B (2.6.15)(1)
3.12Articles of Incorporation of Copperhead Digital Holdings, Inc.(1)
3.13Articles of Organization of Trucom, LLC(1)
3.14Articles of Organization of CityNet Arizona, LLC(1)
3.15Certificate of Amendment of Transactive Intermedia, Inc. – name change to San Diego Media, Inc.(1)
3.16Articles of Organization of K Telecom and Wireless, LLC(1)
3.17Articles of Incorporation of Blue Collar, Inc.(1)
3.18Articles of Organization of Center for Education in TV and Radio LLC(1)
3.19Articles of Amendment to Articles of Organization of Center for Education in TV and Radio LLC name change to Hollywood Riviera Studio, LLC(1)
3.20Articles of Organization of HRS Mobile, LLC(1)
3.21Bylaws of TPT Global Tech, Inc.(1)
4.1Form of Vesting Warrants(1)
4.2Form of Unsecured Convertible Commercial Promissory Note - $250,000(1)
4.3Form of  Commercial Convertible Promissory Notes(1)
4.42017 TPT Global Tech, Inc. Stock Option And Award Incentive Plan(1)
4.5Series A Designation(1)
4.6Series B Designation(1)
4.7Promissory Note – HRS(2)
4.8Promissory Note – Blue Collar(2)
4.9Promissory Note - Blue Collar - Amendment No. 1 (2.9.18)(3)
4.10Promissory Note - MatrixSites, Inc. (10.31.17)(3)
4.11Series C Designation(3)

EXHIBITS INDEX

 

 

 

 

 

Incorporated by Reference

 

 

 

 

Exhibit Number

 

 

 

Exhibit Description

 

 

 

Form

 

 

 

Exhibit

 

Filing

Date/Period

End Date

3.1

 

Articles of Incorporation of Chatham International, Inc. (9.30.96)

 

S-1

 

3.1

 

12/15/17

3.2

 

Articles of Incorporation of Cornerstone Capital, Inc. (12.30.98)

 

S-1

 

3.2

 

12/15/17

3.3

 

Articles of Amendment of Art, Music & Entertainment, Inc. – name change to Global Assets & Services, Inc. (7.30.01)

 

S-1

 

3.3

 

12/15/17

3.4

 

Articles of Merger – Global Assets & Services. Inc. and SDE 3, Inc. (1.17.02)

 

S-1

 

3.4

 

12/15/17

3.5

 

Articles of Amendment of Global Assets & Services, Inc. – name change to Jointland Development, Inc. (12.27.04)

 

S-1

 

3.5

 

12/15/17

3.6

 

Articles of Amendment of Jointland Development, Inc. – Article IV amendment (4.5.10)

 

S-1

 

3.6

 

12/15/17

3.7

 

Articles of Amendment of Jointland Development, Inc. – name change to Gold Royalty Corp. (10.19.10)

 

S-1

 

3.7

 

12/15/17

3.8

 

Articles of Amendment of Gold Royalty Corp. – new name Reuben Cannon Entertainment, Inc. (8.24.12)

 

S-1

 

3.8

 

12/15/17

3.9

 

Articles of Amendment of Gold Royalty Corp. – new name Ally Pharma US, Inc. (10.31.12)

 

S-1

 

3.9

 

12/15/17

3.10

 

Articles of Amendment of Ally Pharma US, Inc. – new name TPT Global Tech, Inc.

 

S-1

 

3.10

 

12/15/17

3.11

 

Articles of Amendment of TPT Global Tech, Inc. – Preferred Stock Series A & B (2.6.15)

 

S-1

 

3.11

 

12/15/17

3.12

 

Articles of Incorporation of Copperhead Digital Holdings, Inc.

 

S-1

 

3.12

 

12/15/17

3.13

 

Articles of Organization of Trucom, LLC

 

S-1

 

3.13

 

12/15/17

3.14

 

Articles of Organization of CityNet Arizona, LLC

 

S-1

 

3.14

 

12/15/17

3.15

 

Certificate of Amendment of Transactive Intermedia, Inc. – name change to San Diego Media, Inc.

 

S-1

 

3.15

 

12/15/17

3.16

 

Articles of Organization of K Telecom and Wireless, LLC

 

S-1

 

3.16

 

12/15/17

3.17

 

Articles of Incorporation of Blue Collar, Inc.

 

S-1

 

3.17

 

12/15/17

3.18

 

Articles of Organization of Center for Education in TV and Radio LLC

 

S-1

 

3.18

 

12/15/17

3.19

 

Articles of Amendment to Articles of Organization of Center for Education in TV and Radio LLC name change to Hollywood Riviera Studio, LLC

 

S-1

 

3.19

 

12/15/17

3.20

 

Articles of Organization of HRS Mobile, LLC

 

S-1

 

3.20

 

12/15/17

3.21

 

Bylaws of TPT Global Tech, Inc.

 

S-1

 

3.21

 

12/15/17

3.22

 

Articles of Organization of TPT MedTech, LLC

 

1-A

 

3.22

 

7/2/20

3.23

 

Articles of Incorporation of InnovaQor, Inc.

 

1-A

 

3.23

 

7/2/20

3.24

 

Articles of Organization of TPT Federal, LLC

 

1-A

 

3.24

 

7/2/20

3.25

 

Articles of Organization of Quiklab 1 LLC

 

1-A/A

 

3.25

 

8/28/20

3.26

 

Articles of Organization of QuickLAB 2, LLC

 

1-A/A

 

3.26

 

8/28/20

3.27

 

Statement of Correction Correcting the Entity Name – QuikLAB 2, LLC

 

1-A/A

 

3.27

 

8/28/20

 

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EXHIBIT INDEX

 

10.1Employment Agreement, Stephen J. Thomas, III(1)
10.2Employment Agreement,  Gary Cook(1)
10.3Employment Agreement, Richard Eberhardt(1)
10.4Agreement and Plan of Merger – Ally Pharma US, Inc. and TPT Global, Inc. (9.30.14)(1)
10.5Purchase Agreement Ally Pharma US, Inc. and K Telecom and Wireless and Global Telecom International LLC(8.1.14)(1)
10.6Acquisition and Purchase Agreement between TPT Global Tech, Inc. and Copperhead Digital Holdings, Inc. (1.31.15)(1)
10.7Lease Agreement between Copperhead Digital Holdings, Inc. and Telecom Finance LLC(9.14.10)(1)
10.8Acquisition and Purchase Agreement between TPT Global Tech, Inc. and Port 2 Port, Inc. (9.30.15)(1)
10.9Acquisition and Purchase Agreement between TPT Global Tech, Inc. and San Diego Media, Inc. (9.30.16)(1)
10.10Amendment #1 to Acquisition & Purchase Agreement between TPT Global Tech, Inc. and San Diego Media, Inc. (12.9.16)(1)
10.11Asset Acquisition Agreement between TPT Global Tech, Inc. and Interest Holders of the Lion Phone Technology(12.15.16)(1)
10.12Acquisition and Purchase Agreement between TPT Global Tech, Inc. and MatrixSites, Inc.(1)
10.13Acquisition and Purchase Agreement between TPT Global Tech, Inc. and Hollywood Riviera LLC, HRS Mobile LLC(11.1.17)(1)
10.14Acquisition and Purchase Agreement between TPT Global Tech, Inc. and Blue Collar Productions, Inc. (11.3.17)(1)
10.15HRS Amendment(2)
10.16Amendment No. 1 – Acquisition and Purchase Agreement between TPT Global Tech, Inc. and Blue Collar Productions, Inc. (2.9.18)(2)
 10.17Amendment No. 2 – Acquisition and Purchase Agreement between TPT Global Tech, Inc. and Blue Collar Productions, Inc. (3.29.18)(3) 
10.18Amendment No. 3 - Acquisition and Purchase Agreement between TPT Global Tech, Inc. and Blue Collar Productions, Inc. (3.29.18)(3)
10.19Independent Director Agreement, Arkady Shkolnik(3)
10.20Independent Director Agreement, Reginald Thomas(3)
10.21Product, Software & Services License Agreement – New Orbit Technologies, Inc. (4.17.17)(3)
10.22Rescission, Settlement Agreement and Mutual Release(3)
10.23Security & Pledge Agreement - Blue Collar(4)
10.24Security & Pledge Agreement - Matrixsites(4) 
10.25Securities Purchase Agreement with Geneva Roth Remark Holdings(5)
10.26Securities Purchase Agreement with Auctus Fund, LLC(6)
10.27Convertible Promissory Note with Auctus Fund, LLC(6)
10.28Common Stock Purchase Warrant(6)
10.29Asset Purchase Agreement between TPT Global Tech, Inc. and SpeedConnect , LLC(7)
   
21.1Subsidiaries(4)
   
31.1Section 302 Certification of Principal Executive OfficerFiled Herewith
31.2Section 302 Certification of Principal Financial/Accounting OfficerFiled Herewith
32.1Section 906 Certification of Principal Executive OfficerFiled Herewith
32.2Section 906 Certification of Principal Financial/Accounting OfficerFiled Herewith
   
99.1Trucom LLC Complete Patent(1)
99.2Patent Assignment – Ellifson to TruCom LLC(2.11.13)(1)

 

 

 

 

Incorporated by Reference

 

 

 

 

Exhibit Number

 

 

 

Exhibit Description

 

 

 

Form

 

 

 

Exhibit

 

Filing

Date/Period

End Date

3.28

 

Articles of Organization of QuickLAB 3, LLC

 

1-A/A

 

3.28

 

8/28/20

3.29

 

Statement of Correction Correcting the Entity Name – QuikLAB 3, LLC

 

1-A/A

 

3.29

 

8/28/20

3.30

 

Articles of Organization of QuickLAB 4, LLC

 

1-A/A

 

3.30

 

8/28/20

3.31

 

Statement of Correction Correcting the Entity Name – QuikLAB 4, LLC

 

1-A/A

 

3.31

 

8/28/20

3.32

 

Articles of Amendment to Articles of Incorporation

 

8-K

 

3.32

 

9/17/21

3.33

 

Articles of Amendment to Articles of Incorporation

 

8-K

 

3.33

 

2/14/22

3.34

 

Articles of Amendment to Articles of Incorporation

 

8-K

 

3.34

 

7/20/22

3.35

 

Articles of Amendment to Articles of Incorporation

 

8-K

 

3.35

 

7/20/22

3.36

 

Articles of Amendment to Articles of Incorporation

 

8-K

 

3.36

 

7/20/22

3.37

 

Articles of Amendment to Articles of Incorporation

 

8-K

 

3.37

 

7/20/22

3.38

 

Articles of Amendment to Articles of Incorporation

 

8-K

 

3.38

 

7/20/22

3.39

 

Articles of Amendment to Articles of Incorporation

 

8-K

 

3.39

 

9/22/22

3.40

 

Articles of Amendment to Articles of Incorporation

 

8-K

 

3.40

 

2/24/23

3.41

 

Articles of Amendment to Articles of Incorporation

 

8-K

 

3.1

 

2/6/24

4.1

 

Form of Vesting Warrants

 

S-1

 

4.1

 

12/15/17

4.2

 

Form of Unsecured Convertible Commercial Promissory Note - $250,000

 

S-1

 

4.2

 

12/15/17

4.3

 

Form of  Commercial Convertible Promissory Notes

 

S-1

 

4.3

 

12/15/17

4.4

 

2017 TPT Global Tech, Inc. Stock Option And Award Incentive Plan

 

S-1

 

4.4

 

12/15/17

4.5

 

Series A Designation

 

S-1

 

4.5

 

12/15/17

4.6

 

Series B Designation

 

S-1

 

4.6

 

12/15/17

4.7

 

Promissory Note – HRS

 

S-1/A

 

4.7

 

2/23/18

4.8

 

Promissory Note – Blue Collar

 

S-1/A

 

4.8

 

2/23/18

4.9

 

Promissory Note - Blue Collar - Amendment No. 1 (2.9.18)

 

S-1/A

 

4.9

 

10/2/18

4.10

 

Promissory Note - MatrixSites, Inc. (10.31.17)

 

S-1/A

 

4.10

 

10/2/18

4.11

 

Series C Designation

 

S-1/A

 

4.11

 

10/2/18

4.12

 

Series D Designation

 

8-K

 

3(i)

 

3/10/20

4.13

 

Series D Designation Amendment

 

1-A

 

4.13

 

7/2/20

4.14

 

Form of Placement Agent Warrant

 

1-A POS

 

4.14

 

8/5/21

4.15

 

Amended Form of Placement Agent Warrant

 

1-A POS

 

4.15

 

9/22/21

4.16

 

Amended Form of Placement Agent Warrant

 

1-A POS

 

4.16

 

10/22/21

4.17

 

Series D Designation Amendment

 

POS AM

 

4.17

 

5/4/22

 

 

 

 

 

 

 

 

 

4.19

 

Amendment to Certificate of Designation of Series A

 

8-K

 

4.19

 

7/20/22

4.20

 

Amended and Restated Certificate of Designation of Series A

 

8-K

 

4.20

 

7/20/22

4.21

 

Amended and Restated Certificate of Designation of Series D

 

8-K

 

4.21

 

7/20/22

4.22

 

Certificate of Designation of Series E

 

8-K

 

4.22

 

7/20/22

4.23

 

Amended and Restate Certificate of Designation of Series E

 

8-K

 

4.23

 

7/20/22

4.24

 

2024 TPT Global Tech, Inc. Stock Option, Compensation, and Award Plan

 

8-K

 

10.2

 

2/6/24

10.1

 

Employment Agreement, Stephen J. Thomas, III

 

S-1

 

10.1

 

12/15/17

10.2

 

Employment Agreement,  Gary Cook

 

S-1

 

10.2

 

12/15/17

10.3

 

Employment Agreement, Richard Eberhardt

 

S-1

 

10.3

 

12/15/17

10.4

 

Agreement and Plan of Merger – Ally Pharma US, Inc. and TPT Global, Inc. (9.30.14)

 

S-1

 

10.4

 

12/15/17

10.5

 

Purchase Agreement Ally Pharma US, Inc. and K Telecom and Wireless and Global Telecom International LLC (8.1.14)

 

S-1

 

10.5

 

12/15/17

10.6

 

Acquisition and Purchase Agreement between TPT Global Tech, Inc. and Copperhead Digital Holdings, Inc. (1.31.15)

 

S-1

 

10.6

 

12/15/17

10.7

 

Lease Agreement between Copperhead Digital Holdings, Inc. and Telecom Finance LLC (9.14.10)

 

S-1

 

10.7

 

12/15/17

10.8

 

Acquisition and Purchase Agreement between TPT Global Tech, Inc. and Port 2 Port, Inc. (9.30.15)

 

S-1

 

10.8

 

12/15/17

 

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(1) Incorporated by reference from the exhibits included in the Company’s Registration Statement on Form S-1 dated December 15, 2017.

(2) Incorporated by reference from the exhibits included in the Company’s Registration Statement on Form S-1/A dated February 23, 2018.

(3) Incorporated by reference from the exhibits included in the Company’s Registration Statement on Form S-1/A dated October 1, 2018. 

(4) Incorporated by reference from the exhibits included in the Company’s Registration Statement on Form S-1/A dated November 5, 2018. 

(5) Incorporated by reference from the exhibits included in the Company’s Form 8-K dated March 19, 2019.

(6) Incorporated by reference from the exhibits included in the Company’s Form 8-K dated March 25, 2019.

(7) Incorporated by reference from the exhibits included in the Company’s Form 8-K dated April 3, 2019.EXHIBIT INDEX

 

 

 

 

 

Incorporated by Reference

 

 

 

 

Exhibit Number

 

 

 

Exhibit Description

 

 

 

Form

 

 

 

Exhibit

 

Filing

Date/Period

End Date

10.9

 

Acquisition and Purchase Agreement between TPT Global Tech, Inc. and San Diego Media, Inc. (9.30.16)

 

S-1

 

10.9

 

12/15/17

10.10

 

Amendment #1 to Acquisition & Purchase Agreement between TPT Global Tech, Inc. and San Diego Media, Inc. (12.9.16)

 

S-1

 

10.10

 

12/15/17

10.11

 

Asset Acquisition Agreement between TPT Global Tech, Inc. and Interest Holders of the Lion Phone Technology (12.15.16)

 

S-1

 

10.11

 

12/15/17

10.12

 

Acquisition and Purchase Agreement between TPT Global Tech, Inc. and MatrixSites, Inc.

 

S-1

 

10.12

 

12/15/17

10.13

 

Acquisition and Purchase Agreement between TPT Global Tech, Inc. and Hollywood Riviera LLC, HRS Mobile LLC (11.1.17)

 

S-1

 

10.13

 

12/15/17

10.14

 

Acquisition and Purchase Agreement between TPT Global Tech, Inc. and Blue Collar Productions, Inc. (11.3.17)

 

S-1

 

10.14

 

12/15/17

10.15

 

HRS Amendment

 

S-1/A

 

10.15

 

2/23/18

10.16

 

Amendment No. 1 – Acquisition and Purchase Agreement between TPT Global Tech, Inc. and Blue Collar Productions, Inc. (2.9.18)

 

S-1/A

 

10.16

 

2/23/18

10.17

 

Amendment No. 2 – Acquisition and Purchase Agreement between TPT Global Tech, Inc. and Blue Collar Productions, Inc. (3.29.18)

 

S-1/A

 

10.17

 

10/2/18

10.18

 

Amendment No. 3 - Acquisition and Purchase Agreement between TPT Global Tech, Inc. and Blue Collar Productions, Inc. (3.29.18)

 

S-1/A

 

10.18

 

10/2/18

10.19

 

Independent Director Agreement, Arkady Shkolnik

 

S-1/A

 

10.19

 

10/2/18

10.20

 

Independent Director Agreement, Reginald Thomas

 

S-1/A

 

10.20

 

10/2/18

10.21

 

Product, Software & Services License Agreement – New Orbit Technologies, Inc. (4.17.17)

 

S-1/A

 

10.21

 

10/2/18

10.22

 

Rescission, Settlement Agreement and Mutual Release

 

S-1/A

 

10.22

 

10/2/18

10.23

 

Security & Pledge Agreement - Blue Collar

 

S-1/A

 

10.23

 

11/5/18

10.24

 

Security & Pledge Agreement - Matrixsites

 

S-1/A

 

10.24

 

11/5/18

10.25

 

Securities Purchase Agreement with Geneva Roth Remark Holdings

 

8-K

 

10.1

 

3/22/19

10.26

 

Securities Purchase Agreement with Auctus Fund, LLC

 

8-K

 

10.1

 

3/27/19

10.27

 

Convertible Promissory Note with Auctus Fund, LLC

 

8-K

 

10.2

 

3/27/19

10.28

 

Common Stock Purchase Warrant

 

8-K

 

10.3

 

3/27/19

10.29

 

Asset Purchase Agreement between TPT Global Tech, Inc. and SpeedConnect , LLC

 

8-K

 

10.1

 

4/8/19

10.30

 

Agreement for the Purchase and Sale of Future Receipts

 

8-K

 

10.1

 

3/3/20

10.31

 

Acquisition and Purchase Agreement with Bridge Internet, LLC

 

8-K

 

10.1

 

3/19/20

10.32

 

Agreement and Plan of Merger – Rennova Health, Inc.

 

8-K

 

10.1

 

6/10/20

10.33

 

Acquisition and Purchase Agreement between TPT Global Tech, Inc. and The Fitness Container, LLC

 

1-A/A

 

6.33

 

8/28/20

10.34

 

Acquisition and Purchase Agreement between TPT Global Tech, Inc. and The Fitness Container, LLC

 

1-A/A

 

6.34

 

8/28/20

86 
 
101

Table of Contents

EXHIBIT INDEX

 

 

 

 

Incorporated by Reference

 

 

 

 

Exhibit Number

 

 

 

Exhibit Description

 

 

 

Form

 

 

 

Exhibit

 

Filing

Date/Period

End Date

10.35

 

Secured Promissory Note between TPT Global Tech, Inc. and The Fitness Container, LLC

 

1-A/A

 

6.35

 

8/28/20

10.36

 

COVID-19 Parking Lot Testing License Agreement

 

8-K

 

10.1

 

8/17/20

10.37

 

Letter of Intent between Medytox Diagnostics, Inc., EPIC Reference Labs, Inc. and Rennova Health, Inc. and TPT MedTech, LLC dated August 6, 2020

 

8-K

 

10.1

 

9/9/20

10.38

 

Interim Management Agreement

 

8-K

 

10.2

 

9/9/20

10.39

 

Strategic Partnership Agreement

 

8-K

 

 

 

9/10/20

10.40

 

Purchase Agreement

 

S-1

 

10.40

 

10/28/20

10.41

 

Settlement Agreement

 

S-1

 

10.41

 

10/28/20

10.42 

 

Commercial Promissory Note with Michael A. Littman Ally, Defined Benefit Plan 

 

S-1

 

10.42

 

10/28/20

10.43 

 

Security and Pledge Agreement to Michael A. Littman, Defined Benefit Plan 

 

S-1

 

10.43

 

10/28/20

10.44

 

Amendment and Extension Agreement No. 1 with Michael A. Littman, Atty, Defined Benefit Plan

 

S-1/A

 

10.44

 

1/15/21

10.45

 

Addendum to Amendment and Extension Agreement No. 1 with Michael A. Littman, Atty, Defined Benefit Plan

 

S-1/A

 

10.45

 

1/15/21

10.46

 

Release and Termination Agreement

 

S-1/A

 

10.46

 

1/15/21

10.47

 

Common Stock Purchase Agreement with White Lion Capital, LLC

 

S-1

 

10.47

 

6/30/21

10.48

 

Registration Rights Agreement with White Lion Capital, LLC

 

S-1

 

10.48

 

6/30/21

10.49

 

Placement Agent Fee Agreement with CIM Securities, LLC

 

1-A POS

 

6.36

 

8/5/21

10.50

 

Amendment to Placement Agent Fee Agreement with CIM Securities, LLC

 

1-A POS

 

6.37

 

8/5/21

10.51

 

Placement Agent Fee Agreement, Amendment No. 2, with CIM Securities, LLC

 

1-A POS

 

6.38

 

9/22/21

10.52

 

Convertible Promissory Note with FirstFire Global Opportunities Fund LLC

 

8-K

 

10.1

 

10/19/21

10.53

 

Securities Purchase Agreement with FirstFire Global Opportunities Fund LLC

 

8-K

 

10.2

 

10/19/21

10.54

 

Convertible Promissory Note with Cavalry Investment Fund, LP

 

8-K

 

10.3

 

10/19/21

10.55

 

Securities Purchase Agreement with Cavalry Investment Fund, LP

 

8-K

 

10.4

 

10/19/21

10.56

 

Convertible Promissory Note with Cavalry Fund I, LP

 

8-K

 

10.5

 

10/19/21

10.57

 

Securities Purchase Agreement with Cavalry Fund I, LP

 

8-K

 

10.6

 

10/19/21

10.58

 

Amendment No. 1 to Common Stock Purchase Agreement with White Lion Capital, LLC

 

8-K

 

10.1

 

1/12/22

10.59

 

Placement Agent Fee Agreement, Amendment No. 3, with CIM Securities, LLC

 

1-A POS

 

6.39

 

2/7/22

10.60

 

Convertible Promissory Note with Talos Victory Fund, LLC

 

8-K

 

10.1

 

2/8/22

10.61

 

Securities Purchase Agreement with Talos Victory Fund, LLC

 

8-K

 

10.2

 

2/8/22

10.62

 

Convertible Promissory Note with Blue Lake Partners, LLC

 

8-K

 

10.3

 

2/8/22

10.63

 

Securities Purchase Agreement with Blue Lake Partners, LLC

 

8-K

 

10.4

 

2/8/22

10.64

 

Amendment to Engagement Agreement and Placement Agent Fee Agreement

 

1-A POS

 

6.40

 

2/17/22

10.65

 

Settlement Agreement with John Ogren

 

8-K

 

10.1

 

10/27/21

10.66

 

Amendment No.4 to Placement Agent Fee Agreement Effective March 1, 2022

 

1-A POS

 

6.41

 

3/4/22

10.67

 

Acquisition and Purchase Agreement

 

8-K

 

2.1

 

10/21/22

10.68

 

First Addendum to Acquisition Agreement

 

8-K

 

2.2

 

10/21/22

10.69

 

Securities Purchase Agreement

 

8-K

 

10.1

 

4/3/23

10.70

 

Promissory Note

 

8-K

 

10.2

 

4/3/23

10.71

 

Agreement and Plan of Merger – Asberry 22 Holdings, Inc.

 

8-K

 

10.3

 

4/3/23

10.72

 

Security and Pledge Agreement – Asberry 22 Holdings, Inc.

 

8-K

 

10.4

 

4/3/23

10.73

 

Securities Purchase Agreement

 

8-K

 

10.1

 

8/4/23

10.74

 

Form of Promissory Note

 

8-K

 

10.2

 

8/4/23

10.75

 

Settlement Agreement and Mutual Release

 

8-K

 

10.1

 

9/12/23

10.76

 

Securities Purchase Agreement

 

8-K

 

10.1

 

9/20/23

10.77

 

Advisory Services Agreement

 

8-K

 

10.1

 

10/31/23

10.78

 

Acquisition and Purchase Agreement

 

8-K

 

10.1

 

11/9/23

10.79

 

Convertible Promissory Note

 

8-K

 

10.2

 

11/9/23

 
102

Table of Contents

  

 

 

 

 

Incorporated by Reference

 

 

 

 

Exhibit Number

 

 

 

Exhibit Description

 

 

 

Form

 

 

 

Exhibit

 

Filing

Date/Period

End Date

10.80

 

Securities Purchase Agreement

 

8-K

 

10.3

 

11/9/23

10.81

 

Business Development and Professional Services Consulting Agreement

 

8-K

 

10.1

 

2/6/24

19

 

Statement of Policy on Insider Trading

 

 

 

*

 

 

21.1

 

List of Subsidiaries

 

 

 

*

 

 

31.1

 

Section 302 Certification of Principal Executive Officer

 

 

 

*

 

 

31.2

 

Section 302 Certification of Principal Financial/Accounting Officer

 

 

 

*

 

 

32.1

 

Section 906 Certification of Principal Executive Officer

 

 

 

*

 

 

32.2

 

Section 906 Certification of Principal Financial/Accounting Officer

 

 

 

*

 

 

99.1

 

Trucom LLC Complete Patent

 

S-1

 

99.1

 

12/15/17

99.2

 

Patent Assignment – Ellifson to TruCom LLC(2.11.13)

 

S-1

 

99.2

 

12/15/17

101.INS

 

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

 

 

 

*

 

 

101.SCH

 

XBRL Taxonomy Extension Schema Document

 

 

 

*

 

 

101.CAL

 

XBRL Taxonomy Extension Calculation Linkbase Document

 

 

 

*

 

 

101.DEF

 

XBRL Taxonomy Extension Definition Linkbase Document

 

 

 

*

 

 

101.LAB

 

XBRL Taxonomy Extension Label Linkbase Document

 

 

 

*

 

 

101.PRE

 

XBRL Taxonomy Extension Presentation Linkbase Document

 

 

 

*

 

 

104

 

Cover Page Interactive Data File (formatted as Inline XBRL and contained within Exhibit 101)

 

 

 

 

 

 

*Filed Herewith

 

ITEM 16. FORM 10-K SUMMARY

103

Table of Contents

SIGNATURES

 

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

 

TPT GLOBAL TECH, INC.

 

 /s/ Stephen J. Thomas, III

April

May 10, 20192024

Stephen J. Thomas, III

(Chief Executive Officer/Principal Executive Officer)

 /s/ Gary L. Cook

April

May 10, 20192024

Gary L. Cook

(Chief Financial Officer/Principal Accounting Officer)

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

 /s/ Stephen J. Thomas, III

April

May 10, 20192024

Stephen J. Thomas, III, DirectorPresident, Chief Executive Officer, and Chairman of the Board

/s/ Gary L. Cook

May 10, 2024

Gary L. Cook, Chief Financial Officer

 /s/ Richard Eberhardt

May 10, 2024

Richard Eberhardt, Chief Operating Officer and Director

 /s/ Arkady Shkolnik

May 10, 2024

Arkady Shkolnik, Director

 /s/ Reginald Thomas

May 10, 2024

Reginald Thomas, Director

 /s/ John F. Wharton

May 10, 2024

John F. Wharton, Director

 
104
 /s/ Richard EberhardtApril 10, 2019
Richard Eberhardt, Director
 /s/ Arkady ShkolnikApril 10, 2019
Arkady Shkolnik, Director
 /s/ Reginald ThomasApril 10, 2019
Reginald Thomas, Director

 

87