UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

or

333-222094

Commission file number

(619) 301-4200

Registrant’s telephone number, including area code

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

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.o ☐ Yes      x☒ No

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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.

x☒ Yes      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).x ☒ Yes      o☐ No

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.

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:

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:

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:

Risk Factors Related to Our Stock:

Risks Relating to Our Intellectual Property and Potential Litigation:

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.

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:

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”).

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

CORPORATE STRUCTURE

CORPORATE ORGANIZATION CHART

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.  

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.

CORPORATE STRUCTURE

Our corporate structure is as follows:

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. 

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. 

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.

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

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.  

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.

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.

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

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 

QUARTERLY BUDGET

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.

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.

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:

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.

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.

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.

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.

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.

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 17^th year of operations as a national, predominantly rural, wireless telecommunications residential and commercial Internet Service Provider (ISP). The

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:

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.

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.

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.

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.

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.

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.

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.

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.

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.

DEVELOPMENT FLOW CHARTNetwork Services

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.

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

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:

Our StrategyVuMe:

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.

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

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:

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. ​

·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.

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

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/​

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-

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

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.

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--up”withwhat 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.

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.

We have targeted Telecommunication and Media Company Opportunities to offer:

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

Our Plan to Act as a Reseller with Territorial Rights –

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.

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

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."

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

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.

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

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.

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."

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.

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

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.

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.

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.

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.

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.

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,

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.