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 past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 for Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated file, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company,” and “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 to Section 13(a) of the Securities Act. ☐

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of ~~November 8, 2021,~~August 16, 2022, there were 923,029,038 shares of the registrant’s common stock, $0.001 par value, issued and ~~outstanding~~.outstanding.

	September 30,			December 31,			June 30,			December 31,
	2021			2020			2022			2021
	(Unaudited)						(Unaudited)

MEZZANINE EQUITY

Convertible Preferred Series A, 1,000,000 designated - 1,000,000 shares issued and outstanding as of September 30, 2021 and December 31, 2020		3,117,000			3,117,000
Convertible Preferred Series B – 3,000,000 shares designated, 2,588,693 shares issued and outstanding as of September 30, 2021 and December 31, 2020		1,677,473			1,677,473
Convertible Preferred Series C – 3,000,000 shares designated, zero shares issued and outstanding as of September 30, 2021 and December 31, 2020		0			0
Convertible Preferred Series D, 10,000,000 designated – 46,649 and zero shares issued and outstanding as of September 30, 2021 and December 31, 2020		233,244			0
Convertible Preferred Series A, 1,000,000 designated - 1,000,000 shares issued and outstanding as of June 30, 2022 and December 31, 2021								3,117,000			3,117,000
Convertible Preferred Series B – 3,000,000 shares designated, 2,588,693 shares issued and outstanding as of June 30, 2022 and December 31, 2021								1,677,473			1,677,473
Convertible Preferred Series C – 3,000,000 shares designated, zero shares issued and outstanding as of June 30, 2022 and December 31, 2021								0			0
Convertible Preferred Series D, 10,000,000 designated – 46,649 and zero shares issued and outstanding as of June 30, 2022 and December 31, 2021								244,592			244,592
Convertible Preferred Series E, 10,000,000 designated – 2,043,507 and zero shares issued and outstanding as of June 30, 2022 and December 31, 2021								13,344,101			0
Total mezzanine equity		5,027,717			4,794,473			18,383,166			5,039,065

STOCKHOLDERS' DEFICIT
Common stock, $.001 par value, 1,250,000,000 shares authorized, 908,029,038 and 865,564,371 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively		908,029			865,565
Subscriptions payable (receivable)		3,835			125,052
Common stock, $0.001 par value, 2,500,000,000 shares authorized, 923,029,038 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively								923,029			923,029
Subscriptions payable								16,260			5,610
Additional paid-in capital		12,500,573			11,462,940			12,860,873			12,860,873
Accumulated deficit		(49,503,549	)		(40,902,944	)		(55,039,285	)		(44,921,837	)
Total TPT Global Tech, Inc. stockholders' deficit		(36,091,112	)		(28,449,387	)		(41,239,123	)		(31,132,325	)
Non-controlling interests		86,702			(61,142	)		78,825			69,302
Total stockholders’ deficit		(36,004,410	)		(28,510,529	)		(41,160,298	)		(31,063,023	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	11,768,748		$	12,836,688		$	9,324,458		$	10,677,425

	For the three months ended September 30,						For the nine months ended September 30,						For the three months ended June 30,						For the six months ended June 30,
	2021			2020			2021			2020			2022			2021			2022			2021
Revenues:
Products	$	-		$	7,200		$	10,630		$	35,291		$	0		$	63,223		$	82,000		$	414,389
Services		2,519,426			2,779,410			7,800,326			8,584,063			2,208,485			2,515,957			4,010,648			4,877,141
Total Revenues		2,519,426			2,786,610			7,810,956			8,619,354			2,208,485			2,579,180			4,092,648			5,291,530

COST OF SALES:
Products		0			7,155			10,640			34,455			279			8,140			27,882			10,640
Services		1,935,790			1,818,268			6,276,445			5,528,645			1,778,897			2,181,501			2,774,508			4,340,655
Total Costs of Sales		1,935,790			1,825,423			6,287,085			5,563,100			1,779,176			2,189,641			2,802,390			4,351,295
Gross profit		583,636			961,187			1,523,871			3,056,254			429,309			389,539			1,290,258			940,235
EXPENSES:
Sales and marketing		1,186			17,633			14,431			17,738			0			8,988			0			13,245
Professional		462,732			717,321			1,209,851			1,472,043			311,676			337,098			644,626			747,119
Payroll and related		574,119			664,278			1,962,434			1,910,416			583,061			727,648			1,250,953			1,388,315
General and administrative		454,401			475,650			1,749,985			1,425,264			397,284			625,375			868,897			1,295,585
Research and development		36,485			0			36,485			1,000,000			0			0			1,750,000			0
Depreciation		160,641			263,683			480,344			781,050			146,208			164,342			298,489			319,703
Amortization		184,655			182,735			553,965			548,205			164,057			184,655			328,114			369,310
Total expenses		1,874,219			2,321,300			6,007,496			7,154,716			1,602,286			2,048,108			5,141,079			4,133,278
Loss from operations		(1,290,583	)		(1,360,113	)		(4,483,625	)		(4,098,462	)		(1,172,977	)		(1,658,569	)		(3,850,821	)		(3,193,043	)

OTHER INCOME (EXPENSE)
Derivative gain (expense)		(3,472,930	)		223,229			(3,098,381	)		(176,790	)
Gain (loss) on debt extinguishment		722,200			0			722,200			1,252,131
Gain (loss) on debt conversions		0			0			0			(775,650	)
Derivative gain														131,374			189,274			388,398			374,549
Loss on debt extinguishment														(384,146	)		0			(2,367,038	)		0
Interest expense		(676,983	)		(248,158	)		(1,477,105	)		(1,082,259	)		(3,104,938	)		(409,243	)		(4,279,283	)		(800,122	)
Other expense		0			0			(334,908	)		0
Other income (expense)														(4,763	)		(334,908	)		819			(334,908	)
Total other income (expenses)		(3,427,713	)		(24,929	)		(4,188,194	)		(782,568	)		(3,362,473	)		(554,877			(6,257,104	)		(760,481	)

Net loss before income taxes		(4,718,296	)		(1,385,042	)		(8,671,819	)		(4,881,030	)		(4,535,450	)		(2,213,446	)		(10,107,925	)		(3,953,524	)
Income taxes		0			0			0			0			0			0			0			0

NET LOSS BEFORE NON-CONTROLLING INTERESTS		(4,718,296	)		(1,385,042	)		(8,671,819	)		(4,881,030	)		(4,535,450	)		(2,213,446	)		(10,107,925	)		(3,953,524	)

NET LOSS ATTRIBUTABLE TO NON- CONTROLLING INTERESTS		(1,940	)		(19,860	)		(71,214	)		(19,860	)
NET INCOME (LOSS) ATTRIBUTABLE TO NON-CONTROLLING INTERESTS														1,040			(42,248	)		9,523			(69,274	)

NET LOSS ATTRIBUTABLE TO TPT GLOBAL TECH, INC. SHAREHOLDERS	$	(4,716,356	)	$	(1,365,182	)	$	(8,600,605	)	$	(4,861,170	)	$	(4,536,490	)	$	(2,171,198	)	$	(10,117,448	)	$	(3,884,250	)

Loss per common share: Basic and diluted	$	(0.01	)	$	(0.00	)	$	(0.01	)	$	(0.01	)	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.00	)

Weighted average number of common shares outstanding:
Basic and diluted		890,779,038			857,617,316			879,778,872			696,347,551			923,029,038			877,523,814			923,029,038			874,187,627

For the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021

	For the nine months ended September 30,						For the six months ended June 30,
	2021			2020			2022			2021
Cash flows from operating activities:
Net loss	$	(8,671,819	)	$	(4,881,030	)	$	(10,107,925	)	$	(3,953,524	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		480,344			781,050			298,489			319,703
Amortization		553,965			548,205			328,114			369,310
Amortization of debt discounts		829,094			510,437			3,482,304			346,067
Promissory note issued for research and development		0			1,000,000
Loss on conversion of notes payable		0			775,650
Derivative expense		3,098,381			176,790
Gain on extinguishment of debt		(722,200	)		(1,252,131	)
Note payable issued for research and development								1,550,000			0
Derivative gain								(388,398	)		(374,549	)
Loss on extinguishment of debt								2,367,038			0
Share-based compensation: Common stock		220,936			236,978			10,650			209,685
Note payable		0			350,000
Changes in operating assets and liabilities:
Accounts receivable		55,152			186,328			(55,925	)		(396,559	)
Prepaid expenses and other assets		133,336			(146,010	)		(129,113	)		116,271
Deposits and other assets		(60,302	)		0			228,155			72,476
Accounts payable and accrued expenses		2,137,537			1,220,222			1,509,391			1,709,486
Net change in operating lease right of use assets and liabilities		1,638,578			149,290			730,122			1,190,074
Other liabilities		(14,001	)		127,536			(250,248	)		90,799
Net cash used in operating activities		(320,999	)		(216,685	)		(427,346	)		(304,761	)

Cash flows from investing activities:
Purchase of equipment		(219,298	)		(429,886	)		(16,297	)		(198,753	)
Net cash used in investing activities		(219,298	)		(429,886	)		(16,297	)		(198,753	)

Cash flows from financing activities:
Proceeds from sale or non-controlling interests in QuikLABS		0			360,000
Proceeds from sale of Common Stock		610,502			0
Proceeds from sale of Series D Preferred Stock		233,244			0			0			233,244
Proceeds from convertible notes, loans and advances		1,961,685			1,311,800			1,256,187			1,771,685
Payment on convertible loans, advances and factoring agreements		(2,024,497	)		(818,978	)		(1,186,503	)		(1,460,898	)
Proceeds on convertible notes and amounts payable – related parties		15,544			2,400
Payments on convertible notes and amounts payable – related parties		(5,827	)		(130,349	)		(36,882	)		48,224
Payments on financing lease liabilities		(17,264	)		0
Payments on financing lease liabilities and other								0			(2,751	)
Net cash provided by financing activities		773,387			724,356			32,802			589,504

Net change in cash		233,090			(77,785	)		(410,841	)		85,978
Cash and cash equivalents - beginning of period		19,309			192,172			518,066			19,309

Cash and cash equivalents - end of period	$	252,399		$	269,957		$	107,225		$	105,299

	2021		2020		2022		2021
Interest	$	34,420	$	120,605	$	5,540	$	34,353
Taxes	$	0	$	0	$	0	$	0

NOTE 1 - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

The following acquisitions have resulted in entities which have been consolidated into ~~TPTG. In 2014~~TPTG since the Company acquired all the assets of K Telecom and Wireless LLC (“K Telecom”) and Global Telecom International LLC (“Global Telecom”). Effective January 31, 2015, TPTG completed its acquisition of 100% of the outstanding stock of Copperhead Digital Holdings, Inc. (“Copperhead Digital”) and Subsidiaries, TruCom, LLC (“TruCom”), Nevada Utilities, Inc. (“Nevada Utilities”) and CityNet Arizona, LLC (“CityNet”). Effective September 30, 2016, the company acquired 100% ownership in San Diego Media Inc. (“SDM”). In October 2017, we entered into agreements to acquire Blue Collar, Inc. (“Blue Collar”) which closed as of September 1, 2018. On May 7, 2019 we completed the acquisition of a majority of the assets of SpeedConnect, LLC, which assets were conveyed into our wholly owned subsidiary TPT SpeedConnect, LLC (“TPT SC” or “TPT SpeedConnect”) which was formed on April 16, 2019. On January 8, 2020 we formed TPT Federal, LLC (“TPT Federal”). On March 30, 2020 we formed TPT MedTech, LLC (“TPT MedTech”) and on June 6, 2020 we formed InnovaQor, Inc (“InnovaQor”). In July and August 2020, the Company formed Quiklab 1 LLC, QuikLAB 2, LLC, QuikLAB 3, LLC and QuikLAB 4, LLC where TPT MedTech owns 80% (as agreed per the operating agreement) of all outside equity investments. Effective August 1, 2020 we closed on the acquisition of 75% of The Fitness Container, LLC (“Air Fitness”). In July 2020, we invested in a Hong Kong company called TPT Global Tech Asia Limited of which we own 78%, and during 2020, InnovaQor did a reverse merger with Southern Plains of which there ended up being a non controlling interest of 6% as of September 30, 2021 and December 31, 2020. The name of InnovaQor remained for the merged entities but was changed to TPT Strategic, Inc. on March 21, 2021.in 2014.

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 on our own proprietary Global Digital Media TV and Telecommunications infrastructure platform and also provide technology solutions to businesses domestically and worldwide. We offer Software as a Service (SaaS), Technology Platform as a Service (PAAS), Cloud-based Unified Communication as a Service (UCaaS) and carrier-grade performance and support for businesses over our private IP MPLS fiber and wireless network in the United States. Our cloud-based UCaaS services allow businesses of any size to enjoy all the latest voice, data, media and collaboration features in today's global technology markets. We also operate as a Master Distributor for Nationwide Mobile Virtual 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.

Please refer to Note 1 of the Notes to the Consolidated Financial Statements in the Company's most recent Form 10-K for all significant accounting policies of the Company, with the exception of those discussed below.

The accompanying unaudited condensed consolidated financial statements have been prepared according to the instructions to Form 10-Q and Section 210.8-03(b) of Regulation S-X of the Securities and Exchange Commission (“SEC”) and, therefore, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been omitted.

In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the ~~three and nine~~six months ended ~~September~~June 30, ~~2021~~2022, are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2021.~~2022.

These condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements for the year ended December 31, ~~2020.~~2021. The condensed consolidated balance sheet as of ~~September~~June 30, ~~2021,~~2022, has been derived from the consolidated financial statements at that date, but does not include all of the information and footnotes required by GAAP.

Our condensed consolidated financial statements include the accounts of K Telecom and Global, Copperhead Digital, SDM, Blue Collar, TPT SpeedConnect, TPT Federal, TPT MedTech, InnovaQor, Quiklab 1, QuikLAB 2, QuikLAB 3, QuikLAB 4, Aire Fitness and TPT Global Tech Asia Limited. The consolidated financial statements also give effectsthose entities outlined in Nature of Operations giving consideration to the non-controlling interests ~~of the QuikLABs of 20%, Aire Fitness of 25%, TPT Global Tech Asia Limited of 22% and InnovaQor of 6%,~~ where appropriate. All intercompany accounts and transactions have been eliminated in consolidation.

Certain amounts presented in previously issued financial statements have been reclassified in these financial statements. For the three and six months ended June 30, 2021, $55,083 and $403,759, respectively, was recorded as revenue from services in the statement of operations and has been reclassified to revenue from products to be consistent with the period presentation. In addition, for the three and six months ended June 30, 2021, $104,768 and $109,025, respectively, of expenses classified as sales and marketing were classified currently as general and administrative.

~~We have applied~~On January 1, 2018, we adopted the new accounting standard ASC 606, ~~revenue~~Revenue from Contracts with Customers, and all of the related amendments (“new revenue standard”). We recorded the change, which was immaterial, related to adopting the new revenue standard using the modified retrospective method. Under this method, we recognized the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of retained earnings. This results in no restatement of prior periods, which continue to be reported under the accounting standards in effect for those periods. We expect the impact of the adoption of the new revenue standard to continue to be immaterial on an ongoing basis. We have applied the new revenue standard to all contracts as of the date of initial application and as such, have used the following criteria described below in more detail for each business unit:

Reserves are recorded as a reduction in net sales and are not considered material to our consolidated statements of ~~income~~operations for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020.~~2021. In addition, we invoice our customers for taxes assessed by governmental authorities such as sales tax and value added taxes, where applicable. We present these taxes on a net basis.

The Company’s revenue generation for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021 came from the following sources disaggregated by services and products, which sources are explained in detail below.

	For the nine months ended September 30, 2021		For the nine months ended September 30, 2020		For the six months ended June 30, 2022		For the six months ended June 30, 2021
TPT SpeedConnect	$	5,867,005	$	7,683,928	$	3,045,734	$	4,050,224
Blue Collar		1,241,060		877,607		694,484		711,454
TPT MedTech		479,967		7,706		90,315		108,432
San Diego Media and other		7,032		10,822
Aire Fitness		205,263		4,000
Total Services Revenue	$	7,800,326	$	8,584,063
K Telecom-Product Revenue		10,630		35,291
Other (1)						180,115		7,031
Total Services Revenues					$	4,010,648	$	4,877,141
TPT MedTech						0		348,676
Air Fitness						82,000		55,083
K Telecom						0		10,630
Total Product Revenues					$	82,000	$	414,389
Total Revenue	$	7,810,956	$	8,619,354	$	4,092,648	$	5,291,530

(1) Includes international sales for the six months ended June 30, 2022 of $172,779 related to TPT Asia.

TPT SpeedConnect is a rural Internet provider operating in 10 Midwestern States under the trade name SpeedConnect. TPT SC’s primary business model is subscription based, pre-paid monthly reoccurring revenues, from wireless delivered, high-speed internet connections. In addition, the company resells third-party satellite and DSL internet and IP telephony services. Revenue generated from sales of telecommunications services is recognized as the transaction with the customer is considered closed and the customer receives and accepts the services that were the result of the transaction. There are no financing terms or variable transaction prices. Due date is detailed on monthly invoices distributed to customer. Services billed monthly in advance are deferred to the proper period as needed. Deferred revenue are contract liabilities for cash received before performance obligations for monthly services are satisfied. Deferred revenue ~~at September~~for TPT SpeedConnect as of June 30, ~~2021~~2022 and December 31, ~~2020~~2021 are ~~$286,788~~$212,395 and ~~$292,847,~~$421,643, respectively. Certain of our products require specialized installation and equipment. For telecom products that include installation, if the installation meets the criteria to be considered a separate element, product revenue is recognized upon delivery, and installation revenue is recognized when the installation is complete. The Installation Technician collects the signed quote containing terms and conditions when installing the site equipment at customer premises.

Revenue for installation services and equipment is billed separately from recurring ISP and telecom services and is recognized when equipment is delivered and installation is completed. Revenue from ISP and telecom services is recognized monthly over the contractual period, or as services are rendered and accepted by the customer.

The overwhelming majority of our revenue continues to be recognized when transactions occur. Since installation fees are generally small relative to the size of the overall contract and because most contracts are for two years or less, the impact of not recognizing installation fees over the contract is immaterial.

Blue Collar creates original live action and animated content productions and has produced hundreds of hours of material for the television, theatrical, home entertainment and new media markets. Blue Collar designs branding and marketing campaigns and has had agreements with some of the world’s largest companies including PepsiCo, Intel, HP, WalMart and many other Fortune 500 companies. Additionally, they create motion picture, television and home entertainment marketing campaigns for studios including Sony, DreamWorks, Twentieth Century Fox, Universal Studios, Paramount Studios, and Warner Brothers. With regard to revenue recognition, Blue Collar receives an agreement from each client to perform defined work. Some agreements are written, some are verbal. Work may include creation of marketing materials and/or content creation. Some work may be short term and take weeks to create and some work may be longer and take months to create. There are instances where customer agreements segregate identifiable obligations (like filming on site vs. film editing and final production) with separate transaction pricing. The performance obligation is generally satisfied upon delivery of such film or production products, at which time revenue is recognized. There are no financing terms or variable transaction prices.

TPT MedTech operates in the Point of Care Testing (“POCT”) market by primarily offering mobile medical testing facilities and software equipped for mobile devices to monitor and manage personalized healthcare. Services used from our mobile medical testing facilities are billing through credit cards at the time of service. Revenue is generated from our software platform as users sign up for our mobile healthcare monitor and management application and tests are performed. If medical testing is in one our own owned facility, the usage of the software application is included in the testing fees. If the testing is in a non-owned outside contracted facility, fees are generated from the usage of the software application on a per test basis and billed monthly.

TPT MedTech also offers various products. One is to build and sell its mobile testing facilities called QuikLABs designed for mobile testing. This is used by TPT MedTech for its own testing services. Another is to build customized mobile gyms for exercising. This is sold to third parties. Another is medical equipment, one of which is a sanitizing unit called SANIQuik which is used as a safe and flexible way to sanitize providing an additional routine to hand washing and facial coverings. The SANIQuik has not yet been approved for sale in the United States but has in some parts of the European community. Revenues from these products are recognized when a product is delivered, the sales transaction considered closed and accepted by a customer. When deposits are received for which a product has not been delivered, it is recognized as deferred revenue. Deferred revenue as of June 30, 2022 and December 31, 2021 was $0 and $41,000, respectively. There are no financing terms or variable transaction prices for either of these products.

SDM generates revenue by providing ecommerce, email marketing and web design solutions to small and large commercial businesses, complete with monthly software support, updates and maintenance. Services are billed monthly. There are no financing terms or variable transaction prices. Platform infrastructure support is a prepaid service billed in monthly recurring increments. The services are billed a month in advance and due prior to services being rendered. The revenue is deferred when invoiced and booked in the month the service is provided. There is no deferred revenue ~~at September~~as of June 30, ~~2021~~2022 and December 31, ~~2020.~~2021. Software support services (including software upgrades) are billed in real time, on the first of the month. Web design service revenues are recognized upon completion of specific projects. Revenue is booked in the month the services are rendered and payments are due on the final day of the month. There are usually no contract revenues that are deferred until services are performed.

~~TPT MedTech: Medical Testing~~K Telecom: Prepaid Phones and SIM Cards Revenue

~~TPT MedTech operates in~~K Telecom generates revenue from reselling prepaid phones, SIM cards, and rechargeable minute traffic for prepaid phones to its customers (primarily retail outlets). Product sales occur at the ~~Point of Care Testing (“POCT”) market by primarily offering mobile medical testing facilities~~customer’s locations, at which time delivery occurs and ~~software equipped for mobile devices to monitor and manage personalized healthcare. Services used from our mobile medical testing facilities are billing through credit cards~~cash or check payment is received. The Company recognizes the revenue when they receive payment at the time of service. Revenue is generated from our software platform as users sign up for our mobile healthcare monitor and management application and tests are performed. If medical testing is in one our own owned facilities, the usage of the software application is included in the testing fees. If the testing is in a non-owned outside contracted facility, fees are generated from the usage of the software application on a per test basis and billed monthly.

TPT MedTech also offers two products. One is to build and sell its mobile testing facilities called QuikLABs designed for mobile testing. This is used by TPT MedTech for its own testing services. The other is a sanitizing unit called SANIQuik which is used as a safe and flexible way to sanitize providing an additional routine to hand washing and facial coverings. The SANIQuik has not yet been approved for sale in the United States but has in some parts of the European community. Revenues from these products are recognized when a product is delivered, the sales transaction considered closed and accepted by a customer. Deferred revenue at September 30, 2021 and December 31, 2020 are zero and zero, respectively.delivery. There are no financing terms or variable transaction ~~prices for either of these products.~~prices.

Copperhead Digital operated as a regional internet and telecom services provider operating in Arizona under the trade name Trucom. Although there are currently no customers and it will take capital to reopen this revenue stream, Copperhead Digital operated as a wireless telecommunications Internet Service Provider (“ISP”) facilitating both residential and commercial accounts. Copperhead Digital’s primary business model was subscription based, pre-paid monthly reoccurring revenues, from wireless delivered, high-speed internet connections. In addition, the company resold third-party satellite and DSL internet and IP telephony services. Revenue generated from sales of telecommunications services was recognized as the transaction with the customer is considered closed and the customer received and accepted the services that were the result of the transaction. There are no financing terms or variable transaction prices. Due date was detailed on monthly invoices distributed to customer. Services billed monthly in advance were deferred to the proper period as needed. Deferred revenue was contract liabilities for cash received before performance obligations for monthly services are satisfied. Certain of its products required specialized installation and equipment. For telecom products that included installation, if the installation met the criteria to be considered a separate element, product revenue was recognized upon delivery, and installation revenue was recognized when the installation was complete. The Installation Technician collected the signed quote containing terms and conditions when installing the site equipment at customer premises.

Revenue for installation services and equipment was billed separately from recurring ISP and telecom services and was recognized when equipment was delivered, and installation was completed. Revenue from ISP and telecom services was recognized monthly over the contractual period, or as services were rendered and accepted by the customer.

The overwhelming majority of revenue was recognized when transactions occurred. Since installation fees were generally small relative to the size of the overall contract and because most contracts were for a year or less, the impact of not recognizing installation fees over the contract was immaterial.

K Telecom generates revenue from reselling prepaid phones, SIM cards, and rechargeable minute traffic for prepaid phones to its customers (primarily retail outlets). Product sales occur at the customer’s locations, at which time delivery occurs and cash or check payment is received. The Company recognizes the revenue when they receive payment at the time of delivery. There are no financing terms or variable transaction prices.

Aire Fitness is focused on custom designing, manufacturing, and selling high-end turnkey outdoor fitness studios and mobile medical testing labs. Aire Fitness has contracted with YMCAs, Parks and Recreation departments, Universities and Country Clubs which are currently using its mobile gyms. Revenue is dependent on the customer specifics and recognized when the product or mobile unit is delivered, the sales transaction considered closed and accepted by a customer. Deferred revenue at September 30, 2021 and December 31, 2020 are $41,000 and $48,973, respectively. There are no financing terms for these products.

The Company computes net income (loss) per share in accordance with ASC 260, “Earning per Share”. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholder (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method for options and warrants and using the if-converted method for preferred stock and convertible notes. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As of ~~September~~June 30, ~~2021,~~2022, the Company had shares that were potentially common stock equivalents as follows:

The Company computes net income (loss) per share in accordance with ASC 260, “Earning per Share”. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholder (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method for options and warrants and using the if-converted method for preferred stock and convertible notes. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As of September 30, 2021, the Company had shares that were potentially common stock equivalents as follows:

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

Our primary financial instruments at ~~September~~June 30, ~~2021 and December 31, 2020~~2022 consisted of cash equivalents, accounts receivable, accounts payable ~~notes payable~~ and ~~derivative liabilities.~~debt. We apply fair value measurement accounting to either record or disclose the value of our financial assets and liabilities in our financial statements. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. A fair value hierarchy requires an entity to maximize the use of observable inputs, where available, and minimize the use of unobservable inputs when measuring fair value.

Described below are the three levels of inputs that may be used to measure fair value:

Level 2Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

We consider our derivative financial instruments as Level 3. The balances for our derivative financial instruments as of ~~September~~June 30, ~~2021~~2022 are the following:

Certain accounts in the prior year condensed consolidated statement of operations have been reclassified for comparative purposes to conform with the presentation in the current year financial statements. There was no effect on Net loss before income taxes from these reclassifications.

In August 2020, the FASB issued ASU 2020-06, "Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815 - 40)" ("ASU 2020-06"). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity's own equity. The ASU is part of the FASB's simplification initiative, which aims to reduce unnecessary complexity in U.S. GAAP. The ASU's amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years, with early adoption permissible for fiscal years beginning after December 15, 2020. The Company early adopted ASU 2060-06 on January 1, 2021, which had no material impact on its financial statements.

Management has reviewed recently issued accounting pronouncements and have determined there are not any that would have a material impact on the condensed consolidated financial statements.

~~The Fitness Container,~~TPT Strategic Merger with Information Security and Training LLC ~~(DBA Aire Fitness)~~

OnDated as of June ~~1, 2020, the Company signed an~~29, 2022, TPT Strategic entered into a definitive agreement for the acquisition of the assets and Information Security and Training LLC (“IST LLC” or “IST”) (www.istincs.com) a ~~majority~~General Construction and Information Technology Services company based in Huntsville Alabama with branch offices in Nashville TN, Birmingham Al, Jackson MS, Fort Campbell KY, New Orleans LA, and Joint Base Lewis-McChord. The TPT Strategic and ITS LLC agreement for the acquisition is a TPT Strategic stock transaction, except for the assumption of assets and liabilities, where the founder and sole interest ~~in San Diego based manufacturing company, The Fitness Container, LLC dba “Aire Fitness” (www.airefitness.com),~~ ~~for 500,000~~holder Everett Lanier is to receive 2,000,000 common shares of TPT Strategic, approximately 10% of the outstanding common ~~stock in TPT, vesting~~shares upon closing, after capital restructuring, and ~~issuable after~~ the ~~common stock reaches at least a $1.00 per share closing price in trading, a $500,000 promissory note payable primarily out~~assumption of ~~future capital raising~~all assets and ~~a 10% gross profit royalty from sales~~liabilities which approximate $1.6M and $1.1M, respectively, as of ~~drive through lab operations~~December 31, 2021. Unaudited revenues and net income for ITS the ~~first year. Aire Fitness, in which TPT owns 75% is a California LLC founded in 2014 focused on custom designing, manufacturing,~~year ended December 31, 2021 were approximately $2.8M and selling high-end turnkey outdoor fitness studios and mobile medical testing labs. Aire Fitness has contracted with YMCAs, Parks and Recreation departments, Universities and Country Clubs which are currently using its mobile gyms. Aire Fitness’ existing and future clients will be able to take advantage of TPT’s upcoming Broadband, TV and Social Media platform to offer virtual classes utilizing the company’s mobile gyms. The agreement included an employment agreement for Mario Garcia, former principal owner, which annual employment$167,000 respectively. Closing is to ~~be at $120,000 plus~~occur upon customary ~~employee benefits. This agreement was closed August 1, 2020.~~conditions being met which in large part relates to the completion of audits necessary under requirements of the Securities and Exchange for inclusion into TPT Strategic and TPT Global Tech consolidated financial statements.

The Company evaluated this acquisition in accordance with ASC 805-10-55-4 to discern whether the assets and operations of the assets purchased met the definition of a business. The company concluded that there are processes and sufficient inputs into outputs. Accordingly, the Company accounted for this transaction as a business combination and allocated the purchase price as follows:

~~Included in the consolidated statement of operations for the nine months ended September 30, 2021 is $205,263 in revenues and $68,258 of net losses.~~

TPT Strategic ~~Merger~~previously entered into a merger agreement with ~~Southern Plains~~Education System Management, Inc. (“EDSM”) which was contingent on EDSM completing an audit in six months, which EDSM did not complete.

On ~~August 1, 2020, InnovaQor (name changed~~May 10, 2022, as part of a “Smart City” concept and to ~~TPT Strategic, Inc.), a wholly-owned subsidiary of~~utilize its telecommunications expertise, the Company entered into ~~a Merger Agreement~~Real Estate Sales Agreements to acquire approximately 135 acres of land in Tuskegee, with the ~~publicly traded company Southern Plains Oil Corp. (OTC PINK: SPLN prior~~Gray Family Limited Partnership and Lakeside Ranch, Inc. comprised of one approximate 45 acre parcel along Tuskegee Lake and the second an approximate 85 acre parcel along route 80 heading to ~~Merger Agreement).~~Auburn, Alabama. Per the agreements, TPT Global Tech will be paying approximately $1,700,000 for the properties, of which it paid a combined $10,000 in down payments. The Company has until November 11, 2022 to close the transactions including paying the remainder of the purchase price which it intends to fund from current fundraising efforts. Closing of the transactions are subject to obtaining financing, all surveys and finalizing master plans for the kick-off the Company’s “Smart City” project.

During 2020, TPT Strategic authorized a Series A Super Majority Preferred Stock valued at $350,000 by management and issued to a third party in exchange for legal services. Effective September 30, 2020, the Series A Super Majority Preferred Stock was exchanged with TPT for a note payable of $350,000 payable in cash or common stock (see Note 5(2)). As such, as of September 30, 2020, the Company, for accounting purposes, took control of the merged TPT Strategic and reflected in it’s consolidated balance sheet the non-controlling interest of $219,058 in the liabilities under a license agreement valued at $3,500,000. This $3,500,000 was recorded as a Note Payable and expensed on InnovaQor’s books. During the nine months ended September 30, 2021, the license agreement was cancelled and the non controlling interest reversed.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

Cash flows generated from operating activities were not enough to support all working capital requirements for the nine months ended September 30, 2021 and 2020. Financing activities described below have helped with working capital and other capital requirements.

We incurred ~~$8,671,819~~$10,107,925 and ~~$4,881,030,~~$3,953,524, respectively, in losses, and we used ~~$320,999~~$427,346 and ~~$216,685,~~$304,761, respectively, in cash ~~from~~for operations for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020.~~2021. We calculate the net cash used by operating activities by decreasing, or increasing in case of gain, our let loss by those items that do not require the use of cash such as depreciation, amortization, ~~promissory note issued for~~ research and development, ~~note payable issued for legal fees,~~ derivative expense or gain, gain or loss on extinguishment of debt ~~loss on conversion of notes payable, impairment of goodwill and long-loved assts~~ and share-based compensation which totaled to a net ~~$4,456,370~~$7,648,197 for ~~2021~~2022 and ~~$3,126,979~~$870,216 for ~~2020.~~2021.

In addition, we report increases and reductions in liabilities as uses of cash and deceases assets and increases in liabilities as sources of cash, together referred to as changes in operating assets and liabilities. For the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, we had a net increase in our operating assets and liabilities of ~~$3,894,450~~$2,228,694 primarily from an increase in accounts payable from lag of payments for accounts payable for cash flow ~~considerations and an increase in the balances from our operating lease liabilities.~~considerations. For the ~~nine~~six months ended ~~September~~June 30, 2021 we had a net increase to our operating assets and liabilities of ~~$1,537,366~~$2,778,546 for similar reasons.

Cash flows from financing activities were ~~$773,387~~$32,802 and ~~$724,356~~$589,504 for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively. For the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, these cash flows were generated ~~primarily~~ from ~~proceeds from sale of Series D Preferred Stock of $233,244 and common stock of $610,502,~~ proceeds from convertible notes, loans and advances of ~~$1,961,685~~$1,256,187 offset by payment on convertible loans, advances and factoring agreements of ~~$2,024,497~~$1,186,503 and payments on ~~convertible notes and~~ amounts payable – related ~~party~~parties of ~~$5,827.~~$36,882. For the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, cash flows from financing activities primarily came from proceeds from the sale of Series D Preferred Stock of $233,244, convertible notes, loans and advances of ~~$1,311,800~~$1,771,685 offset by payments on convertible loans, advances and factoring agreements of ~~$818,978 and payments on convertible notes and amounts payable – related parties of $130,349.~~$1,460,898.

Cash flows used in investing activities were ~~$219,298~~$16,297 and ~~$429,886,~~$198,753, respectively, for the ~~nine~~six months ended ~~September~~June 30, 2022 and 2021 ~~and 2020. These cash flows were used for~~primarily related to the ~~purchase~~acquisition of property and equipment.

These factors raise substantial doubt about the ability of the Company to continue as a going concern for a period of one year from the issuance of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

In December 2019, COVID-19 emerged and has subsequently spread worldwide. The World Health Organization has declared COVID-19 a pandemic resulting in federal, state and local governments and private entities mandating various restrictions, including travel restrictions, restrictions on public gatherings, stay at home orders and advisories and quarantining of people who may have been exposed to the virus. After close monitoring and responses and guidance from federal, state and local governments, in an effort to mitigate the spread of COVID-19, around March 18, 2020 for a period of time, the Company closed its Blue Collar office in Los Angeles and its TPT SpeedConnect offices in Michigan, Idaho and Arizona. Most employees were working remotely, however this ~~was~~is not possible with certain employees and all subcontractors that work for Blue Collar. The Company ~~has opened up most of it operations and~~ continues to monitor developments, including government requirements and recommendations at the national, state, and local level to evaluate possible extensions to all or part of such closures.

The Company has taken advantage of the stimulus offerings and received ~~$722,200~~$1,402,700 in ~~April 2020 and $680,500 in February 2021. The Company applied for forgiveness~~PPP loans. All of these ~~amounts and $722,200 was~~PPP loans were forgiven ~~as of September 30, 2021 and~~in the ~~remainder was forgiven subsequent to September 30,~~year ended December 31, 2021. ~~The Company will try and take advantage of additional stimulus as it is available.~~

The Company is also in the process of ~~raising~~trying to raise debt and equity ~~financing. Through September 30, 2021, the Company raised $843,746 from sales~~financing, some of ~~Common Stock and Series D Preferred Stock. Most of this was by way of its agreement with White Lion where they agreed~~which may have to ~~provide the Company of up to $5,000,000 through a registration statement that was filed with the SEC. In addition, subsequent to September 30, 2021, the Company entered securities purchase agreements~~be used for ~~a total of $2,174,000 with which it drew upon and was able to pay off certain debt and address~~ working capital ~~issues.~~shortfalls if revenues continue to decline.

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

Property and equipment and related accumulated depreciation as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020~~2021 are as follows:

	2021			2020			2022			2021
Property and equipment:
Telecommunications fiber and equipment	$	2,673,295		$	2,530,167		$	2,703,202		$	2,686,905
Film production equipment		369,903			369,903
Medical equipment		209,499			133,329			209,499			209,499
Office furniture and equipment		86,899			86,899			77,859			77,859
Leasehold improvements		18,679			18,679
Total property and equipment		3,358,275			3,138,977			2,990,560			2,974,263
Accumulated depreciation		(1,473,725	)		(993,380	)		(1,635,502	)		(1,325,241	)
Property and equipment, net	$	1,884,550		$	2,145,597		$	1,355,058		$	1,649,022

Depreciation expense was ~~$480,344~~$298,489 and ~~$781,050~~$319,703 for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively.

Approximately $200,000 of property and equipment, included herein, were financed through a financing lease which has been exchanged with Series E Preferred Stock. See Note 7.

Financing arrangements as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020~~2021 are as follows:

	2021			2020			2022			2021
Loans and advances (1)	$	1,891,842		$	2,517,200		$	465,092		$	941,242
Convertible notes payable (2)		1,711,098			1,711,098			4,242,923			1,162,606
Factoring agreements (3)		926,744			635,130			471,663			723,754
Debt – third party	$	4,529,684		$	4,863,428		$	5,179,678		$	2,827,602

Line of credit, related party secured by assets (4)	$	3,043,390		$	3,043,390		$	2,742,929		$	3,043,390
Debt– other related party, net of discounts (5)		7,450,000			7,423,334			2,015,500			7,450,000
Convertible debt – related party (6)		922,181			922,481			553,100			902,781
Shareholder debt (7)		104,249			93,072			12,400			49,452
Debt – related party	$	11,519,820		$	11,482,277		$	5,323,929		$	11,445,623

Total financing arrangements	$	16,049,504		$	16,345,705		$	10,503,607		$	14,273,225

Less current portion:
Loans, advances and factoring agreements – third party	$	(1,788,186	)	$	(2,308,753	)	$	(738,755	)	$	(1,446,571	)
Convertible notes payable third party		(1,711,098	)		(1,711,098			(4,242,923	)		(1,162,606	)
Debt – related party, net of discount		(10,597,639	)		(10,559,796	)		(4,770,829	)		(10,542,842	)
Convertible notes payable– related party		(922,181	)		(922,481	)		(553,100	)		(902,781	)
		(15,019,104	)		(15,502,128	)		(10,305,607	)		(14,054,800	)
Total long term debt	$	1,030,400		$	843,577		$	198,000		$	218,425

(1) The terms of $40,000 of this balance are similar to that of the Line of Credit which bears interest at adjustable rates, 1 month ~~Libor~~LIBOR plus 2%, ~~2.08%~~3.12% as of ~~September~~June 30, ~~2021,~~2022, and is secured by assets of the Company, was due August 31, 2020, as amended, and included 8,000 stock options as part of the terms which options expired December 31, 2019 (see Note 7).

$270,500 is a line of credit that Blue Collar has with a bank, bears interest at Prime plus 1.125%, 4.38% as of September 30, 2021, and was due 25, 2021. The Bank has allowed the Company to make monthly payments and is working on providing a written agreement of this.

$360,000 is a bank loan dated May 28, 2019 ~~amended May 20, 2021~~ which bears interest at Prime plus 6%, ~~9.25%~~10.75% as of ~~September~~June 30, ~~2021,~~2022 and, as amended, is interest only ~~for~~through October 1 2022 at which time the ~~first year following the amendment, there after beginning in June of 2022 payable~~ monthly payment of principal ~~and~~of $18,000 plus interest is required until the due date of May 1, 2024. The bank loan is collateralized by assets of the Company.

~~$680,500 represent loans under the COVID-19 Pandemic Paycheck Protection Program (“PPP”) originated in February 2021. These loans were forgiven subsequent to September 30, 2021.~~

On June 4, 2019, the Company consummated a Securities Purchase Agreement with Odyssey Capital Funding, LLC. (“Odyssey”) for the purchase of a $525,000 Convertible Promissory Note (“Odyssey Convertible Promissory Note”). The Odyssey Convertible Promissory Note was due June 3, 2020, paid interest at the rate of 12% ~~( 24%~~(24% default) per annum and gave the holder the right from time to time, and at any time during the period beginning six months from the issuance date to convert all of the outstanding balance into common stock of the Company limited to 4.99% of the outstanding common stock of the Company. The conversion price was 55% multiplied by the average of the two lowest trading prices for the common stock during the previous 20 trading days prior to the applicable conversion date. The Odyssey Convertible Promissory Note could be prepaid in full at 125% to 145% up to 180 days from origination. Through June 3, 2020, Odyssey converted $49,150 of principal and $4,116 of accrued interest into 52,961,921 shares of common stock of the Company. On June 8, 2020, Odyssey agreed to convert the remaining principal and accrued interest balance on the Odyssey Convertible Promissory Note of $475,850 and $135,000, respectively, to a term loan payable in six months in the form of a balloon payment, earlier if the Company has a funding event, bearing simple interest on the unpaid balance of 0% for the first three months and then 10% per annum thereafter. ~~This loan is in default. The Company is negotiating with~~During April 2022, Odyssey ~~for repayment.~~

~~Effective September 30, 2020, we entered~~accepted to exchange all of its outstanding principal and interest of $685,682 into ~~a Purchase Agreement by which we agreed to purchase the 500,000 outstanding Series A Preferred shares~~137,136 of TPT Strategic, our majority owned subsidiary, in an agreed amount of $350,000 in cash or common stock, if not paid in cash, at the five day average price preceding the date of the request for effectiveness after the filing of a registration statement on Form S-1. This was modified December 28 and 29, 2020, to provide for registration of 7,500,000 common shares for resale at the market price. Any balance due on notes will be calculated after an accounting for the net sales proceeds from sale of the stock by February 28, 2021 and may be paid in cash or stock thereafter. The Series AE Preferred shares were purchased from the Michael A. Littman, Atty. Defined Benefit Plan. The $350,000 was originally recorded as a Note Payable as of December 31, 2020 but then reclassified to equity and derivative liability when the 7,500,000 shares were issued during January 2021. See Note 7 for discussion on settlement agreement with Mr. Littman for any resulting liability that may arise after the sale of these shares.Shares.

The remaining balances generally bear interest at approximately 10%, have maturity dates that are due on demand or are past due, are unsecured and are classified as current in the balance sheets.

(2) During 2017, the Company issued convertible promissory notes in the amount of $67,000 (comprised of $62,000 from two related parties and $5,000 from a former officer of CDH), all which were due May 1, 2020 and bear 6% annual interest (12% default interest rate). The convertible promissory notes are convertible, as amended, at $0.25 per share. These convertible promissory notes were not repaid May 1, 2020 and ~~may be considered in default.~~

~~During 2019, the~~are delinquent. The Company consummated Securities Purchase Agreements dated March 15, 2019, April 12, 2019, May 15, 2019, June 6, 2019 and August 22, 2019 with Geneva Roth Remark Holdings, Inc. (“Geneva Roth”) for the purchase of convertibleis working to renegotiate these promissory notes in the amounts of $68,000, $65,000, $58,000, $53,000 and $43,000 (“Geneva Roth Convertible Promissory Notes”). The Geneva Roth Convertible Promissory Notes are due one year from issuance, pays interest at the rate of 12% (principal amount increases 150%-200% and interest rate increases to 24% under default) per annum and gives the holder the right from time to time, and at any time during the period beginning 180 days from the origination date to the maturity date or date of default to convert all or any part of the outstanding balance into common stock of the Company limited to 4.99% of the outstanding common stock of the Company. The conversion price is 61% multiplied by the average of the two lowest trading prices for the common stock during the previous 20 trading days prior to the applicable conversion date. The Geneva Roth Convertible Promissory Notes may be prepaid in whole or in part of the outstanding balance at 125% to 140% up to 180 days from origination. Geneva Roth converted a total of $244,000 of principal and $8,680 of accrued interest through September 30, 2021 from its various Securities Purchase Agreements into 125,446,546 shares of common stock of the Company leaving no outstanding principal balances as of September 30, 2021. On February 13, 2020, the August 22, 2019 Securities Purchase Agreement was repaid for $63,284, including a premium and accrued interest.notes.

On March 25, 2019, the Company consummated a Securities Purchase Agreement dated March 18, 2019 with Auctus Fund, LLC. (“Auctus”) for the purchase of a $600,000 Convertible Promissory Note (“Auctus Convertible Promissory Note”). The Auctus Convertible Promissory Note is due December 18, 2019, pays interest at the rate of 12% (24% default) per annum and gives the holder the right from time to time, and at any time during the period beginning 180 days from the origination date or at the effective date of the registration of the underlying shares of common stock, which the holder has registration rights for, to convert all of the outstanding balance into common stock of the Company limited to 4.99% of the outstanding common stock of the Company. The conversion price is the lessor of the lowest trading price during the previous 25 trading days prior the date of the Auctus Convertible Promissory Note or 50% multiplied by the average of the two lowest trading prices for the common stock during the previous 25 trading days prior to the applicable conversion date. ~~The Auctus Convertible Promissory Note could be prepaid in full at 135% to 150% up to 180 days from origination.~~ Auctus converted $33,180 of principal and $142,004 of accrued ~~nterest~~interest into 376,000,000 shares of common stock of the Company prior to ~~September 30, 2021.~~December 31, 2020. 2,000,000 warrants were issued in conjunction with the issuance of this debt. ~~Subsequent to September~~June 30 , 2022 and December 31, 2021 ~~the~~is zero. The Company ~~and~~recognized a gain on debt extinguishment of $7,068,339 when this Auctus entered into a settlement agreement dated October 13, 2021 whereby the Company would pay $763,231.97 and allow Auctus to exercise its right to exercise 15,000,000 warrants to purchase 15,000,000 shares of common stock. Auctus agreed to limit the sale of common shares of the Company to 2,000,000 during each respective calendar week.

~~June 6, 2019, the Company consummated a Securities Purchase Agreement with JSJ Investments Inc. (“JSJ”) for the purchase of a $112,000~~ Convertible Promissory Note ~~(“JSJ Convertible Promissory Note”). The JSJ Convertible Promissory Note is due June 6, 2020, pays interest~~was paid off in large part because of the related derivative liability on the books at the ~~rate of 12% per annum and gives the holder the right from~~ time ~~to time, and at any time during the period beginning 180 days from the origination date to convert all~~ of the outstanding balance into common stock of the Company limited to 4.99% of the outstanding common stock of the Company. The conversion price is the lower of the market price, as defined, or 55% multiplied by the average of the two lowest trading prices for the common stock during the previous 20 trading days prior to the applicable conversion date. The JSJ Convertible Promissory Note may be prepaid in full at 135% to 150% up to 180 days from origination. JSJ converted $43,680 of principal into 18,500,000 shares of common stock of the Company prior to September 30, 2021. In addition, on February 25, 2020 the Company repaid for $97,000, including a premium and accrued interest, for all remaining principal and accrued interest balances as of that day. 333,333 warrants were issued in conjunction with the issuance of this debt. Subsequent to September 30, 2021, the Company paid JSJ $6,666 to eliminate all outstanding warrants held by JSJ.settlement. See Note 7.8.

On June 11, 2019, the Company consummated a Securities Purchase Agreement with EMA Financial, LLC. (“EMA”) for the purchase of a $250,000 Convertible Promissory Note (“EMA Convertible Promissory Note”). The EMA Convertible Promissory Note is due June 11, 2020, pays interest at the rate of 12% (principal amount increases 200% and interest rate increases to 24% under default) per annum and gives the holder the right from time to time to convert all of the outstanding balance into common stock of the Company limited to 4.99% of the outstanding common stock of the Company. The conversion price is 55% multiplied by the lowest traded price for the common stock during the previous 25 trading days prior to the applicable conversion date. The EMA Convertible Promissory Note may be prepaid in full at 135% to 150% up to 180 days from origination. Prior to ~~September 30, 2021,~~December 31, 2020, EMA converted $35,366 of principal into 147,700,000 shares of common stock of the Company. 1,000,000 warrants were issued in conjunction with the issuance of this debt. See Note 7.8.

On October 6, 2021, TPT Global Tech, Inc. and FirstFire Global Opportunities Fund, LLC. entered into a convertible promissory note totaling $1,087,000 and a securities purchase agreement (“FirstFire Note”). The FirstFire Note has an original issue discount of 8% and bears interest at 10%, with a default rate of 24%, and is convertible into shares of the Company’s common stock. There is a mandatory conversion in the event a Nasdaq Listing prior to nine months from funding for which the Holder’s principal and interest balances will be converted at a price equal to 25% discount to the opening price on the first day the Company trades on Nasdaq. There is also a voluntary conversion of all principal and accrued interest at the discretion of the Holder at the lower of (1) 75% of the two lowest trade prices during the fifteen consecutive trading day period ending on the trading day immediately prior to the applicable conversion date or (2) discount to market based on subsequent financings with other investors. Subsequent debt issuances have lowered this price to $0.025 per share, adjusted to $.0075 during the three months ended March 31, 2022. The Holder was given registration rights. The FirstFire Note may be prepaid in whole or in part of the outstanding balances at 115% prior to maturity. 225,000,000 common shares of the Company have been reserved with the transfer agent for possible conversion and exercise of warrants. Warrants to purchase 55,000,000 shares of common stock at 110% of the opening price on the first day the Company trades on the Nasdaq exchange were issued to the Holder. Details of the FirstFire Note and securities purchase agreement can be found in the Form 8-K and exhibits filed on October 19, 2021. See below regarding derivative securities in default.

On October 13, 2021, TPT Global Tech, Inc. and Cavalry Investment Fund LP entered into a convertible promissory note totaling $271,250 and a securities purchase agreement (“Cavalry Investment Note”). The Cavalry Investment Note has an original issue discount of 8% and bears interest at 10%, with a default rate of 24%, and is convertible into shares of the Company’s common stock. There is a mandatory conversion in the event a Nasdaq Listing prior to nine months from funding for which the Holder’s principal and interest balances will be converted at a price equal to 25% discount to the opening price on the first day the Company trades on Nasdaq. There is also a voluntary conversion of all principal and accrued interest at the discretion of the Holder at the lower of (1) 75% of the two lowest trade prices during the fifteen consecutive trading day period ending on the trading day immediately prior to the applicable conversion date or (2) discount to market based on subsequent financings with other investors. Subsequent debt issuances have lowered this price to $0.025 per share, adjusted to $.0075 during the three months ended March 31, 2022. The Holder was given registration rights. The Cavalry Investment Note may be prepaid in whole or in part of the outstanding balances at 115% prior to maturity. 56,250,000 common shares of the Company have been reserved with the transfer agent for possible conversion and exercise of warrants. Warrants to purchase 13,750,000 shares of common stock at 110% of the opening price on the first day the Company trades on the Nasdaq exchange were issued to the Holder. Details of the Cavalry Investment Note and securities purchase agreement can be found in the Form 8-K and exhibits filed on October 19, 2021. See below regarding derivative securities in default.

On October 13, 2021, TPT Global Tech, Inc. and Cavalry Fund I, LP entered into a convertible promissory note totaling $815,250 and a securities purchase agreement (“Cavalry Fund I Note”). The Cavalry Fund I Note has an original issue discount of 8% and bears interest at 10%, with a default rate of 24%, and is convertible into shares of the Company’s common stock. There is a mandatory conversion in the event a Nasdaq Listing prior to nine months from funding for which the Holder’s principal and interest balances will be converted at a price equal to 25% discount to the opening price on the first day the Company trades on Nasdaq. There is also a voluntary conversion of all principal and accrued interest at the discretion of the Holder at the lower of (1) 75% of the two lowest trade prices during the fifteen consecutive trading day period ending on the trading day immediately prior to the applicable conversion date or (2) discount to market based on subsequent financings with other investors. Subsequent debt issuances have lowered this price to $0.0075 per share. The Holder was given registration rights. The Cavalry Fund I Note may be prepaid in whole or in part of the outstanding balances at 115% prior to maturity. 168,750,000 common shares of the Company have been reserved with the transfer agent for possible conversion and exercise of warrants. Warrants to purchase 41,250,000 shares of common stock at $110% of the opening price on the first day the Company trades on the Nasdaq exchange were issued to the Holder. Details of the Cavalry Fund I Note and securities purchase agreement can be found in the Form 8-K and exhibits filed on October 19, 2021. See below regarding derivative securities in default.

On January 31, 2022, TPT Global Tech, Inc. and Talos Victory Fund, LLC entered into a convertible promissory note totaling $271,750 and a securities purchase agreement (“Talos Note”).The Talos Note is due twelve months from funding, has an original issue discount of 8% and interest rate at 10% per annum (default, as defined, at 16%). There is an optional conversion in the event a Nasdaq Listing prior to nine months from funding for which the Holder’s principal and interest balances will be converted at a price equal to 25% discount to the opening price on the first day the Company trades on Nasdaq. There is also a voluntary conversion of all principal and accrued interest at the discretion of the Holder at $0.0075. The Holder was given registration rights. The Talos Note may be prepaid in whole or in part of the outstanding balances at 100% prior to maturity unless the Holder chose to convert their balances into common stock which they have three days to do so. 73,372,499 common shares of the Company have been reserved with the transfer agent for possible conversion and exercise of warrants. Warrants, expiring five years from issuance, were issued to exercise up to 9,058,333 warrants to purchase 9,058,333 common shares at $0.015, provided, however, that if the Company consummates an Uplist Offering on or before July 6, 2022 then the exercise price shall be 110% of the offering price at which the Uplist Offering is made. Details of the Talos Note and securities purchase agreement can be found in the Form 8-K and exhibits filed on February 8, 2022. The Company and the holder executed the securities purchase agreement in accordance with and in reliance upon the exemption from securities registration for offers and sales to accredited investors afforded, inter alia, by Rule 506 under Regulation D as promulgated by the SEC under the 1933 Act, and/or Section 4(a)(2) of the 1933 Act. See below regarding derivative securities in default.

On January 31, 2022, TPT Global Tech, Inc. and Blue Lake Partners, LLC entered into a convertible promissory note totaling $271,750 and a securities purchase agreement (“Blue Lake Note”). The Blue Lake Note is due twelve months from funding, has an original issue discount of 8% and interest rate at 10% per annum (default, as defined, at 16%). There is an optional conversion in the event a Nasdaq Listing prior to nine months from funding for which the Holder’s principal and interest balances will be converted at a price equal to 25% discount to the opening price on the first day the Company trades on Nasdaq. There is also a voluntary conversion of all principal and accrued interest at the discretion of the Holder at $0.0075. The Holder was given registration rights. The Blue Lake Note may be prepaid in whole or in part of the outstanding balances at 100% prior to maturity unless the Holder chose to convert their balances into common stock which they have three days to do so. 73,372,499 common shares of the Company have been reserved with the transfer agent for possible conversion and exercise of warrants. Warrants, expiring five years from issuance, were issued to exercise up to 9,058,333 warrants to purchase 9,058,333 common shares at $0.015, provided, however, that if the Company consummates an Uplist Offering on or before July 6, 2022 then the exercise price shall equal 110% of the offering price at which the Uplist Offering is made. Details of the Blue Lake Note and securities purchase agreement can be found in the Form 8-K and exhibits filed on February 8, 2022. The Company and the holder executed the securities purchase agreement in accordance with and in reliance upon the exemption from securities registration for offers and sales to accredited investors afforded, inter alia, by Rule 506 under Regulation D as promulgated by the SEC under the 1933 Act, and/or Section 4(a)(2) of the 1933 Act. See below regarding derivative securities in default.

On June 13, 2022, TPT Global Tech, Inc. and 1800 Diagonal Lending LLC entered into a $200,760 promissory note agreement (1800 Diagonal Note”). The 1800 Diagonal Note has an original issue discount of 12%, or $21,510.00, and bears interest at 22%, and is convertible into shares of the Company’s common stock only under default, as defined. 10 payments of $22,485.10 beginning on July 30, 2022 are to be made each month totaling $224,851,00. At any time following default, as defined, conversion rights exist at a discount rate of 25% of the lowest trading price for the Company’s common stock during the previous 10 trading days prior to conversion. 194,676,363 common shares of the Company have been reserved with the transfer agent for possible conversion under a default. See below regarding derivative securities in default.

The Talos Note, Blue Lake and 1800 Diagonal Notes have been accounted for as derivative liabilities. The Company recorded an initial derivative expense of $21,781 for each of the Talos and Blue Lake notes and $211,931 for the 1800 Diagonal Note. In addition, the Company recorded an initial derivative expense of $235,158 for the warrants for the Talos and Blue Lake Notes.

The Company is in default under all of its derivative financial instruments and has accounted for these defaults under each agreements default provisions. In February, the Company defaulted on its FirstFire, Cavalry Investment, and Cavalry Fund I Notes for failure to uplist within one hundred twenty (120) days from the date of the Notes. Talos, Blue Lake and 1800 Diagonal are in default from cross default provisions. In total, $1,206,845 was recorded as interest expense in the six months ended June 30, 2022, representing additional principal and interest because of default. Notice of default was received ~~notice of such~~ from ~~Auctus and~~ EMA for not reserving enough shares for conversion and for not having filed a Form S-1 Registration Statement with the Securities and Exchange Commission. It was the intent of the Company to pay back all derivative securities prior to the due dates but that has not occurred in ~~the~~ case of ~~Auctus or~~ EMA. As such, the Company ~~was~~is currently in negotiations with ~~Auctus~~EMA and ~~EMA~~ relative to extending the due ~~dates~~date and changing terms on the ~~Notes. The Company settled with Auctus subsequent to September 30, 2021.~~Note. The Company has been named in a lawsuit by EMA for failing to comply with a Securities Purchase Agreement entered into in June 2019. See Note 8 Other Commitments and Contingencies.

~~On February 14, 2020, the Company agreed to a Secured Promissory Note with a third party for $90,000. The Secured Promissory Note was secured by the assets~~(3) $101,244 of the ~~Company and was due June 14, 2020 or earlier in case the Company~~Factoring Agreements is successful in raising other monies and carried an interest charge of 10% payable with the principal. The Secured Promissory Note was also convertible at the option of the holder into an equivalent amount of Series D Preferred Stock. The Secured Promissory Note also included a guaranty by the CEO of the Company, Stephen J. Thomas III. This Secured Promissory Note was paid off in June 2020, including $9,000 of interest in June and $1,000 in July 2020.

~~(3) The Factoring Agreement~~ with full recourse, due February 29, 2020, as amended, was established in June 2016 with a company that is controlled by a shareholder and is personally guaranteed by an officer of the Company. ~~The~~This Factoring Agreement is such that the Company pays a discount of 2% per each 30-day period for each advance received against accounts receivable or future billings. The Company was advanced funds from ~~the~~this Factoring ~~Agreement~~Agreement. The $101,244 was exchanged for ~~which $101,244~~20,249 shares of Series E Preferred Stock in April 2022. As such, $0 and $101,244 in principal remained unpaid as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively. See Note 7.

On July 23, 2021, the Company entered into an Agreement for the Purchase and Sale of Future Receipts (“Lendora Factoring Agreement”). The balance to be purchased and sold is $299,800 for which the Company received $190,000, net of fees. Under the Lendora Factoring Agreement, the Company is to pay $18,737.5 per week for 16 weeks at an effective interest rate of approximately 36% annually. The Lendora Factoring Agreement includes a guaranty by the CEO of the Company, Stephen J. Thomas III.

On July 23, 2021, the Company entered into a consolidation agreement for the Purchase and Sale of Future Receipts with Lendora Capital (“Lendora Consolidation Agreement”). The balance to be purchased and sold gave consideration for all then outstanding factoring agreements such as the NewCo Factoring Agreements, the NewCo Factoring Agreement #3 and the Lendora Factoring Agreement and amounted to $1,522,984 for which the Company had outstanding balances totaling $967,496. Payments under this Lendora Consolidation Agreement ~~supercedes~~supersedes all other factoring agreement payments and includes $ 31,728.85 per week, at an effective interest rate of approximately 36% annually, for 48 weeks. The Lendora Consolidation Agreement includes a guaranty by the CEO of the Company, Stephen J. Thomas III.

The Following factoring agreements were consolidated through the Lendora Consolidation Agreement or previously paid off:

On May 8, 2019, the Company entered into a factoring agreement with Advantage Capital Funding (“2019 Factoring agreement”). $500,000, net of expenses, was funded to the Company with a promise to pay $18,840 per week for 40 weeks until a total of $753,610 is paid which occurred in February 2020.

On February 21, 2020, the Company entered into an Agreement for the Purchase and Sale of Future Receipts (“2020 Factoring Agreement”). The balance to be purchased and sold is $716,720 for which the Company received $500,000, net of fees. Under the 2020 Factoring Agreement, the Company was to pay $14,221 per week for 50 weeks at an effective interest rate of approximately 43% annually. However, due to COVID-19 the payments under the 2020 Factoring Agreement were reduced temporarily, to between $9,000 and $11,000 weekly. All deferred payments ~~$39,249 as of September 30, 2021~~ have been paid.

On November 13, 2020, the Company entered into an Agreement for the Purchase and Sale of Future Receipts (“2020 NewCo Factoring Agreement”). The balance to be purchased and sold is $326,400 for which the Company received $232,800, net of fees. Under the 2020 NewCo Factoring Agreement, the Company was to pay $11,658 per week for 28 weeks at an effective interest rate of approximately 36% annually. The 2020 NewCo Factoring Agreement has been paid back in total.

On December 11, 2020, the Company entered into an Agreement for the Purchase and Sale of Future Receipts with Samson MCA LLC (“Samson Factoring Agreement”). The balance to be purchased and sold is $162,500 for which the Company received $118,625, net of fees. Under the Samson Factoring Agreement, the Company was to pay $8,125 per week for 20 weeks at an effective interest rate of approximately 36%. The Samson Factoring Agreement has been paid back in total.

On December 11, 2020, the Company entered into a consolidation agreement for the Purchase and Sale of Future Receipts with QFS Capital (“QFS Factoring Agreement”). The balance to be purchased and sold is $976,918 for which the Company receives weekly payments of $29,860 for 20 weeks and then $21,978 for 4 weeks and then $11,669 in the last week of receipts all totaling $696,781 net of fees. During the same time, the Company is required to pay weekly $23,087 for 42 weeks at an effective interest rate of approximately 36% annually. The QFS Factoring Agreement was consolidated through the Lendora Consolidation Agreement.

On June 7 and June 14, 2021, the Company entered into two Agreements for the Purchase and Sale of Future Receipts (“NewCo Factoring Agreements”). The balance to be purchased and sold is $199,500 each for which the Company received $144,750 each, net of fees. Under the NewCo Factoring Agreement, the Company is to pay $5,542 each per week for 36 weeks at an effective interest rate of approximately 36% annually. The NewCo Factoring Agreements were consolidated through the ~~Lendorq~~Lendora Consolidation Agreement.

On June 28, 2021, the Company entered into an Agreement for the Purchase and Sale of Future Receipts (“NewCo Factoring Agreement #3”). The balance to be purchased and sold is $133,000 for which the Company received $100,000. Under the NewCo Factoring Agreement, the Company is to pay $3,695 per week for 36 weeks at an effective interest rate of ~~was consolidated through the Lendora Consolidation Agreement.~~ 36% annually. The NewCo Factoring Agreement #3 was consolidated through the Lendora Consolidation Agreement.

On April 1, 2022, the Company entered into a Future Receivable Sale and Purchase Agreement (“Mr. Advance Agreement”) with Mr. Advance LLC (”Mr. Advance”). The balance to be purchased and sold is $411,000 for which the Company received $270,715, net of fees. Under the Mr. Advance Agreement, the Company is to pay $8,935 per week for 46 weeks at an effective interest rate of approximately 36% annually.

On April 1, 2022, the Company entered into a Future Receipts Sale and Purchase Agreement (“CLOUDFUND Agreement”) with CLOUDFUND LLC (”CLOUDFUND”). The balance to be purchased and sold is $411,000 for which the Company received $272,954, net of fees. Under the CLOUDFUND Agreement, the Company is to pay $8,935 per week for 46 weeks at an effective interest rate of approximately 36% annually.

On April 27, 2022, the Company entered into a Future Receivables Sale and Purchase Agreement (“Fox Capital Agreement”) with Fox Capital Group, Inc. (”Fox Capital”). The balance to be purchased and sold is $138,000 for which the Company received $90,000, net of fees. Under the Fox Capital Agreement, the Company is to pay $4,313 per week for 32 weeks at an effective interest rate of approximately 36% annually.

(4) The Line of Credit originated with a bank and was secured by the personal assets of certain shareholders of Copperhead Digital. During 2016, the Line of Credit was assigned to the Copperhead Digital shareholders, who subsequent to the Copperhead Digital acquisition by TPTG became shareholders of TPTG, and the secured personal assets were used to pay off the bank. The Line of Credit bears a variable interest rate based on the 1 Month LIBOR plus 2.0%, ~~2.08%~~3.22% as of ~~September~~June 30, ~~2021,~~222, is payable monthly, and is secured by the assets of the Company. 1,000,000 shares of Common Stock of the Company have been reserved to accomplish raising the funds to pay off the Line of Credit. Since assignment of the Line of Credit to certain shareholders, which balance on the date of assignment was $2,597,790, those shareholders have loaned the Company $445,600 under the similar terms and conditions as the line of credit but most of which were also given stock options totaling $85,120 which expired as of December 31, 2019 (see Note 8) and was due, as amended, August 31, 2020. The $200,922 of the principal balance was exchanged for 40,092 shares of Series E Preferred Stock in April 2022. See Note 7. The Company is in negotiations to refinance the remaining balance of this Line of Credit.

During the years ended December 31, 2019 and 2018, those same shareholders and one other have loaned the Company money in the form of convertible loans of $136,400 and $537,200, respectively, described in (2) and (6).

(5) $350,000 represents cash due to the prior owners of the technology acquired in December 2016 from the owner of the Lion Phone which is due to be paid as agreed by ~~TPTG~~the Company and the former owners of the Lion Phone technology and has not been determined.

$4,000,000 represents a promissory note included as part of the consideration of VuMe, formerly ViewMe Live technology acquired in 2017, later agreed to as being due and payable in full, with no interest with $2,000,000 from debt proceeds and the remainder from proceeds from ~~the~~a second Company public offering.

$1,000,000 represents a promissory note which was entered into on May 6, 2020 for the acquisition of Media Live One Platform from Steve and Yuanbing Caudle for the further development of software. This was expensed as research and development in the year ended December 31, 2020. This $1,000,000 promissory note is non-interest bearing, due after funding has been received by the Company from its various investors and other sources. Mr. Caudle is a principal with the Company’s ViewMe technology.

Both the $4,000,000 and $1,000,000 promissory notes related to the VuMe technology and Media Live One Platform were exchanged through a Software Acquisition Agreement dated as of March 25, 2022 for shares of the Company’s Series E Preferred Stock. See Note 7. In this same agreement, the Company agreed to pay Mr. and Mrs. Caudle $1,750,000 for additional developed software that will be used with the VuMe technology which was expensed as research and development during the six months ended June 30, 2022. $200,000 had been paid and was accounted for as a deposit as of December 31, 2021 and the remainder was setup as a note payable as of June 30, 2022. $550,000 to be paid from first proceeds raised by the Company and $1,000,000 as agreed by the Company and Mr. and Mrs. Caudle.

On September 1, 2018, the Company closed on its acquisition of Blue Collar. Part of the acquisition included a promissory note of $1,600,000 and interest at 3% from the date of closure. The promissory note is secured by the assets of Blue Collar.

$500,000 represents a Note Payable related to the acquisition of 75% of ~~Aire~~Air Fitness, payable ~~by February 1, 2021~~six months from the date of the note or as ~~mutually~~ agreed by the Company out of future capital raising efforts ~~or net profits. The Note Payable has not been paid~~ and does not accrue interest.

The $1,600,000 promissory note for the acquisition of Blue Collar and $384,500 of the $500,000 Note Payable for the acquisition of 75% of Air Fitness were exchanged for shares of Series E Preferred Stock as of June 30, 2022. See Note 7.

(6) During 2016, the Company acquired SDM which consideration included a convertible promissory note for $250,000 due February 29, 2019, as amended, does not bear interest, unless delinquent in which the interest is 12% per annum, and is convertible into common stock at $1.00 per share. The SDM balance ~~is $182,381~~was $181,981 as of ~~September 30,~~December 31, 2021. As of ~~September~~June 30, ~~2021,~~2022, this convertible promissory ~~note is delinquent.~~was exchanged with the Company’s Series E Preferred Stock. See Note 7.

During 2018, the Company issued convertible promissory notes in the amount of $537,200 to related parties and $10,000 to a non-related party which bear interest at 6% (11% default interest rate), are due 30 months from issuance and are convertible into Series C Preferred Stock at $1.00 per share. $106,000 of these notes were exchanged for 21,200 shares of Series E Preferred Stock in April 2022 and $19,400 were repaid prior to December 31, 2021. See Note 7.

(7) The shareholder debt represents funds given to TPTG or subsidiaries by officers and managers of the Company as working capital. There are no written terms of repayment or interest that is being accrued to these amounts and they will only be paid back, according to management, if cash flows support it. They are classified as current in the balance sheets.

During the year ended December 31, 2020, the holders of approximately $4,700,000 of existing financing arrangements agreed to exchange their debt and accrued interest for Series D Preferred Stock through a separate $12 Million Private Placement of Series D Preferred Stock (“$12 Million Private Placement”), conditioned on the Company raising at least $12,000,000. To date, this condition has not been met.

The Company previously adopted the provisions of ASC subtopic 825-10, Financial Instruments (“ASC 825-10”). ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

The derivative liability as of ~~September~~June 30, ~~2021,~~2022, in the amount of ~~$8,256,309~~$4,227,030 has a level 3 classification under ASC 825-10.

The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities as of ~~September~~June 30, ~~2021.~~2022.

Convertible notes payable and warrant derivatives – The Company issued convertible promissory notes which are convertible into common stock, at holders’ option, at a discount to the market price of the Company’s common stock. The Company has identified the embedded derivatives related to these notes relating to certain anti-dilutive (reset) provisions. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of debenture and to fair value as of each subsequent reporting date.

As of ~~September~~June 30, ~~2021,~~2022, the Company marked to market the fair value of the debt derivatives and determined a fair value of ~~$8,256,309~~$4,277,030 ($~~8,220,700~~3,722,200 from the convertible notes and ~~$35,609~~$554,830 from warrants) in Note 5 (2) above. The Company recorded ~~expense~~a gain from change in fair value of debt derivatives of ~~$3,098,381~~$388,398 for the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022. The fair value of the embedded derivatives was determined using Monte Carlo simulation method based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of ~~291.3%~~123.7% to ~~300.6%~~276.4%, (3) weighted average risk-free interest rate of ~~0.04%~~1.72% to ~~0.41%~~3.01% (4) expected life of ~~0.25~~0.36 to ~~2.7~~4.58 years, and (5) the quoted market price of ~~$0.027 to $0.027~~$0.005 for the Company’s common stock.

As of ~~September~~June 30, ~~2021,~~2022, we had authorized 100,000,000 shares of Preferred Stock, of which certain shares had been designated as Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series DE Preferred Stock.

~~During the prior year ended December 31, 2020, the Series A~~All Preferred Stock ~~and the Series B Preferred Stock were reclassified~~is classified as mezzanine equity as a result of the Company not having enough authorized common shares to be able to issue common shares upon their conversion. ~~The Series C and D Preferred Stock are also classified as mezzanine equity for the same reason.~~

~~In February 2015, the~~The Company designated 1,000,000 shares of Preferred Stock as Series A Preferred Stock. In February 2015, the Board of Directors authorized the issuance of 1,000,000 shares of Series A Preferred Stock to Stephen Thomas, Chairman, CEO and President of the Company, valued at $3,117,000 for compensation expense. These shares are outstanding as of June 30, 2022.

The Series A Preferred Stock ~~was designated in February 2016,~~ has a par value of $.001, is redeemable at the Company’s option at $100 per share, is senior to any other class or series of outstanding Preferred Stock or Common Stock and does not bear dividends. The Series A Preferred Stock has a liquidation preference immediately after any Senior Securities, as defined and amended, of an amount equal to amounts payable owing, including contingency amounts where Holders of the Series A have personally guaranteed obligations of the Company. ~~Holders~~

As of June 30, 2022, the holder of the Series A Preferred Stock was entitled to 60% of the outstanding common stock upon conversion. Subsequent to June 30, 2022, holders of the Series A Preferred Stock shall, collectively have the right to convert all of their Series A Preferred Stock when conversion is elected into that number of shares of Common Stock of the Company, as amended and restated July 5, 2022 by the Board of Directors and a majority of the outstanding voting shares of the Company, determined by the following formula: 60% of the ~~issued and outstanding Common Shares as computed immediately after the transaction for conversion. For further clarification, the 60% of the issued and outstanding~~ common shares ~~includes what~~computed to include all projected conversions of all convertible debt and any other classes of Preferred Stock as if the ~~holders~~conversions had taken place at the stated conversion price per share (i.e. for the avoidance of doubt – “fully diluted” as if such conversion had occurred prior to the Series A conversion.)

The record Holders of the Series A Preferred Stock ~~may already hold in common shares at the time of conversion. The Series A Preferred Stock, collectively,~~ shall have the right to vote as if converted prior to the vote to ~~a number~~an amount of shares equal to 60% of the ~~outstanding~~common shares computed to include all projected conversions of all convertible debt and any other classes of Preferred Stock as if the conversions had taken place at the stated conversion price per share (i.e. for the avoidance of doubt – “fully diluted” as if such conversion had occurred prior to the Series A conversion) on any matter with holders of Common Stock for any vote required to approve any action, which Florida law provides may or must be approved by vote or consent of the ~~Company.~~holders of other series of voting shares and the holders of Common Stock or the holders of other securities entitled to vote, if any.

~~During the year ended December 31, 2020, the~~The Series A Preferred Stock ~~was reclassified~~is classified as mezzanine equity as a result of the Company not having enough authorized common shares to be able to issue common shares upon their conversion.

In February 2015, the Company designated 3,000,000 shares of Preferred Stock as Series B Convertible Preferred Stock.

The Series B Preferred Stock was designated in February 2015, has a par value of $.001, is not redeemable, is senior to any other class or series of outstanding Preferred Stock, except the Series A Preferred Stock, or Common Stock and does not bear dividends. The Series B Preferred Stock has a liquidation preference immediately after any Senior Securities, as defined and currently the Series A Preferred Stock, and of an amount equal to $2.00 per share. Holders of the Series B Preferred Stock have a right to convert all or any part of the Series B Preferred Shares and will receive and equal number of common shares at the conversion price of $2.00 per share. The Series B Preferred Stockholders have a right to vote on any matter with holders of Common Stock and shall have a number of votes equal to that number of Common Shares on a ~~one to~~one-to- one basis.

There are 2,588,693 shares of Series B Convertible Preferred Stock outstanding as of September 30, 2021. During the year ended December 31, 2020, the Series B Preferred Stock was reclassified as mezzanine equity as a result of the Company not having enough authorized common shares to be able to issue common shares upon their conversion.

In May 2018, the Company designated 3,000,000 shares of Preferred Stock as Series C Convertible Preferred Stock.

The Series C Preferred Stock has a par value of $.001, is not redeemable, is senior to any other class or series of outstanding Preferred Stock, except the Series A and Series B Preferred Stock, or Common Stock and does not bear dividends. The Series C Preferred Stock has a liquidation preference immediately after any Senior Securities, as defined and currently the Series A and B Preferred Stock, and of an amount equal to $2.00 per share. Holders of the Series C Preferred Stock have a right to convert all or any part of the Series C Preferred Shares and will receive an equal number of common shares at the conversion price of $0.15 per share. The Series C Preferred Stockholders have a right to vote on any matter with holders of Common Stock and shall have a number of votes equal to that number of Common Shares on a ~~one to one~~one-to-one basis.

There are no shares of Series C Convertible Preferred Stock outstanding as of ~~September~~June 30, ~~2021.~~2022. There are approximately ~~$678,500~~$391,100 in convertible notes payable convertible into Series C Convertible Preferred Stock which compromise some of the common stock equivalents calculated in Note 1.

On ~~September 15,~~July 6, 2020, ~~and~~ September 15, 2021 and March 20, 2022, the Company amended its Series D Designation from January 14, 2020. These Amendments changed the number of shares to 10,000,000 shares of the authorized 100,000,000 shares of the Company's $0.001 par value preferred stock as the Series D Convertible Preferred Stock (“("the Series D Preferred Shares.”")

Series D Preferred shares have the following features: (i) 6% Cumulative Annual Dividends payable on the purchase value in cash or common stock of the Company at the discretion of the Board and payment is also at the discretion of the Board, which may decide to cumulate to future years; (ii) Any time after 12 months from issuance an option to convert to common stock at the election of the holder @ 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00. ; (iii) Automatic conversion of the Series D Preferred Stock shall occur without consent of holders upon any national exchange listing approval and the registration effectiveness of common stock underlying the conversion rights. The automatic conversion to common from Series D Preferred ~~sha,ll~~shall be @ 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00, which shall be post-reverse split as may be necessary for any Exchange listing (iv) Registration Rights – the Company has granted Piggyback Registration Rights for common stock underlying conversion rights in the event it files any other Registration Statement (other than an S-1 that the Company may file for certain conversion common shares for the convertible note financing that was arranged and funded in 2019). Further, the Company will file, and pursue to effectiveness, a Registration Statement or offering statement for common stock underlying the Automatic Conversion event triggered by an exchange listing. (v) Liquidation Rights - $5.00 per share plus any accrued unpaid dividends – subordinate to Series A, B, and C Preferred Stock receiving full liquidation under the terms of such series. The Company has redemption rights for the first year following the Issuance Date to redeem all or part of the principal amount of the Series D Preferred Stock at between 115% and 140%.

During the ~~nine months~~year ended ~~September 30,~~December 31, 2021, 46,649 shares of Series D Preferred Share were purchased for $233,244 of which Stephen Thomas, CEO of the Company, acquired 36,649 for $183,244. The remainder of the shares ~~purchased as of September 30, 2021~~ were purchased by a third party.

On March 20, 2022, the Company amended its Series E Designation from November 10, 2021. As amended, the Company designated 10,000,000 shares of the authorized 100,000,000 shares of the Company's $0.001 par value preferred stock as the Series E Convertible Preferred Stock ("the Series E Preferred Shares").

Series E Preferred shares have the following features: (i) 6% Cumulative Annual Dividends payable on the purchase value in cash or common stock of the Company at the discretion of the Board and payment is also at the discretion of the Board, which may decide to cumulate to future years; (ii) Any time after 12 months from issuance an option to convert to common stock at the election of the holder @ 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00. ; (iii) Automatic conversion of the Series E Preferred Stock shall occur without consent of holders upon any national exchange listing approval and the registration effectiveness of common stock underlying the conversion rights. The automatic conversion to common from Series E Preferred shall be @ 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00, which shall be post-reverse split as may be necessary for any Exchange listing (iv) Registration Rights – the Company has granted Piggyback Registration Rights for common stock underlying conversion rights in the event it files any other Registration Statement (other than an S-1 that the Company may file for certain conversion common shares for the convertible note financing that was arranged and funded in 2019). Further, the Company will file, and pursue to effectiveness, a Registration Statement or offering statement for common stock underlying the Automatic Conversion event triggered by an exchange listing. (v) Liquidation Rights - $5.00 per share plus any accrued unpaid dividends – subordinate to Series A, B, C and D Preferred Stock receiving full liquidation under the terms of such series. The Company has redemption rights for the first year following the Issuance Date to redeem all or part of the principal amount of the Series E Preferred Stock at between 115% and 140%.

As of June 30, 2022, there are 2,043,507 Series E Preferred shares outstanding as a result of exchanges of accounts payable, financing arrangements and lease agreements. The Series E Preferred shares were given a fair value by a third-party valuation of $6.53 per share for which they were recorded as of June 30, 2022. The difference between the valuation at $6.53 per share or $13,344,101 and the amount of accounts payable, financing arrangements and lease agreement balances of $10,977,063 or $2,367,038 was recorded as a loss on debt extinguishment for the six months ended June 30, 2022.

As of June 30, 2022, we had authorized 2,500,000,000 shares of Common Stock, of which 923,029,038 common shares are issued and outstanding.

During the year ended December 31, 2020, the ~~related party holders~~Company issued 7,500,000 shares of stock to Mr. Littman in accordance with its December 28 and 29, 2020 agreements as described in Note 5. These shares were included in a Form S-1 filed by the Company on January 15, 2021. During the year ended December 31, 2021, it was determined in accordance with an underlying agreement, that there was a deficiency of approximately ~~$4,700,000~~$185,000 from net sales proceeds from sales of ~~existing financing arrangements agreed to exchange their debt~~the shares and ~~accrued interest~~as such, this amount is accounted for ~~940,800 Series D Preferred Stock through a separate $12 Million Private Placement~~in accounts payable as of ~~Series D Preferred Stock (“$12 Million Private Placement”), conditioned on the Company raising at least $12,000,000. To date, this condition has not been met.~~

~~As of September~~June 30, 2021, we had authorized 1,250,000,000 shares of Common Stock, of which 908,029,038 common shares are issued and outstanding. An amendment was approved on September 15, 2021 to increase the authorized shares to this amount.2022.

On May 28, 2021, and as amended December 27, 2021, the Company entered into a Common Stock Purchase Agreement (“Purchase Agreement”) and Registration Rights Agreement (“Registration Rights Agreement”) with White Lion Capital, LLC, a Nevada limited liability company (“White Lion”). Under the terms of the Purchase Agreement, White Lion agreed to provide the Company with up to $5,000,000 upon effectiveness of a registration statement on Form S-1 (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (the “Commission”). A Form S-1 was filed on June 30, 2021 regarding this transaction. Subsequent Amendments to Forms S-1 related to this transaction were filed on July 6, 2021 and July 14, 2021. The registrations statement was declared effective July 19, 2021.

The Company has the discretion to deliver purchase notice to White Lion and White Lion will be obligated to purchase shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) based on the investment amount specified in each purchase notice. The maximum amount of the Purchase Notice shall be the lesser of: (i) 200% of the Average Daily Trading Volume or (ii) the Investment Limit divided by the highest closing price of the Common Stock over the most recent five (5) Business Days including the respective Purchase Date. Notwithstanding the forgoing, the Investor may waive the Purchase Notice Limit at any time to allow the Investor to purchase additional shares under a Purchase Notice. Pursuant to the Purchase Agreement, White Lion and its affiliates will not be permitted to purchase ~~,and~~and the Company may not put shares of the Company’s Common Stock to White Lion that would result in White Lion’s beneficial ownership equaling more than 9.99% of the Company’s outstanding Common Stock. The price of each purchase share shall be equal to eighty-five percent (85%) of the Market Price (as defined in the Purchase Agreement). Purchase Notices may be delivered by the Company to White Lion until the earlier of ~~seven (7)~~twelve (12) months (until December 31, ~~2021)~~2022, as amended) or the date on which White Lion has purchased an aggregate of $5,000,000 worth of Common Stock under the terms of the Purchase Agreement.

~~As of September 30, 2021,,~~Under the Registration Rights Agreement with White Lion, the Company has given purchase notices for 29,000,000 shares of common stock ~~under the Purchase Agreement~~ and has received proceeds of $610,502, net of ~~expenses and commissions.~~

As of September 30, 2021, the Company has recorded $(3,265) in stock subscription receivable which represents shares receivable under prior terminated acquisition agreement of 3,096,181 shares of common stock offset by $7,100 representing amortization of 3,000,000 common shares valued at $42,600, being earned for services rendered by General John Wharton, newest Director of the Company, monthly over two years.expenses.

As of June 30, 2022, the Company has recorded $16,260 in stock subscription payable, which equates to the fair value on the date of ~~$2,000 was forgiven for 16,667~~commitment, of the Company’s commitment to issue the following common ~~shares. 2,000 of these shares were issued during the year ended December 31, 2020. The remainder were issued during the nine months ended September 30, 2021.~~shares:

During the year ended December 31, ~~2020,~~2021, the Company ~~signed consulting agreements related to their activities with TPT Global Tech and TPT MedTech with three third parties for which we~~ agreed to ~~issue 4,450,000~~a consulting agreement with one of its newest directors, John Wharton, which Agreement was for the issuance of 3,000,000 shares of ~~restricted~~ common ~~stock. 300,000 of these~~stock to vest over two years starting July 30, 2021. These shares were valued at ~~fair value~~$42,600 and ~~expensed in the statement~~are being expenses at $1,775 per month. As of operations for $16,200. The other 4,150,000 shares were value at their value of $275,975 which is being amortized over 10 months of service starting on the date of the agreement of September 1, 2020. All of this has been amortized into the statement of operations through the nine months ended SeptemberJune 30, ~~2021.~~

In 2018, Arkady Shkolnik and Reginald Thomas (family member of CEO) were added as members of the Board of Directors. In accordance with agreements with the Company for his services as a director, Mr. Shkolnik is to receive $25,000 per quarter and 5,000,000 shares of restricted common stock valued at approximately $692,500 vesting quarterly over twenty-four months. The quarterly cash payments of $25,000 will be paid in unrestricted2022, 1,375,000 common shares ~~if the Company has not been funded adequately to make such payments. Mr. Thomas is to receive $10,000 per quarter~~have vested and 1,000,000 shares of restricted common stock valued at approximately $120,000 vesting quarterly over twenty-four months. The quarterly payment of $10,000 may be suspended by the Company if the Company has not been adequately funded. As of September 30, 2021, $290,500 and $105,000 has been accrued as accounts payable in the balance sheet for Mr. Shkolnik and Mr. Thomas, respectively. For the nine months ended September 30, 2021 and 2020, $0 and $236,928, respectively, have been expensed under these agreements.$19,525 expensed.

Effective November 1, 2017, the Company entered into an agreement to acquire ~~Hollywood~~Holly wood Rivera, LLC and HRS Mobile LLC (“HRS”). In March 2018, the HRS acquisition was rescinded and ~~3,625,000~~3,096,181 shares of common stock which were issued as ~~part of the transaction,~~consideration are being returned by the recipients. As such, as of ~~September~~June 30, ~~2021~~2022 the ~~3,265,000~~ shares for the HRS transaction are reflected as subscriptions receivable based on their par value.

~~Common Stock~~Warrants Issued ~~During Nine Months ended September 30, 2021~~

Effective September 30, 2020, we entered into a Purchase Agreement by which we agreed to purchase the 500,000 outstanding Series A Preferred shares of InnovaQor, Inc., our majority owned subsidiary, in an agreed amount of $350,000 in cash or common stock, if not paid in cash, at the five day average price preceding the date of the request for effectiveness after the filing of a registration statement on Form S-1. This was modified December 28 and 29, 2020, to provide for registration of 7,500,000 common shares for resale at the market price. Any balance due on notes will be calculated after an accounting for the net sales proceeds from sale of the stock by February 28, 2021 and may be paid in cash or stock thereafter. The Series A Preferred shares are being purchased from the Michael A. Littman, Atty. Defined Benefit Plan.

Effective September 30, 2020, we entered into a Settlement Agreement to settle outstanding legal fees due to date in the amount of $74,397 (as assigned to the Michael A. Littman Atty. Defined Benefit Plan.) The number of shares to be issued in consideration is to be computed at the five day average price as specified under Rule 474 under the Securities Act of 1933 for the 5 days preceding the date of the request for acceleration of the effective date of this registration of our common shares to be issued. (This may also be fully settled by payment of the sum of $74,397 in cash at any time prior to the issuance of the shares of stock of the Company.) This was modified December 28 and 29, 2020, to provide for registration of 7,500,000 common shares for resale at the market price. Any balance due on notes will be calculated after an accounting for the net sales proceeds from sale of the stock by February 28, 2021 and may be paid in cash or stock thereafter.

~~The7,500,000 shares identified in these agreements~~ with Mr. Littman were issued during the nine months ended September 30, 2021 and included in a Form S-1 filed and declared effective in January 2021. We were informed by Mr. Littman that all the shares issued under these agreements have been sold resulting in a shortfall of $185,107 which has been included in accounts payable at September 30, 2021.

Another 6,214,667 common shares were issued during the nine months ended September 30, 2021 which primarily related to services rendered for consulting arrangements with the Company. During the three and nine months ended September 31, 2021, $7,100 and $220,936 were included in the statement of operations as expenses related to these stock issuances.

As of ~~September~~June 30, ~~2021,~~2022, there were ~~3,333,333~~129,116,666 warrants outstanding that expire in five years or in the ~~year~~years ended December 31, ~~2024.~~2024 -2027. As part of the Convertible Promissory Notes payable – third party issuance in Note 5, the Company issued ~~3,333,333~~1,000,000 warrants to purchase ~~3,333,333~~1,000,000 common shares of the Company at 70% of the current market price. Current market price means the average of the three lowest trading prices for our common stock during the ten-trading day period ending on the latest complete trading day prior to the date of the respective exercise notice. ~~Subsequent to September 30, 2021,~~However, if a required registration statement, registering the ~~Company and two of the holders~~underlying shares of the Convertible Promissory Notes, ~~entered into agreements whereby~~is declared effective on or before June 11, 2019 to September 11, 2019, then, while such Registration Statement is effective, the current market price shall mean the lowest volume weighted average price for our common stock during the ten-trading day period ending on the last complete trading day prior to the conversion date.

During the year ended December 31, 2021, the Company ~~paid~~issued warrants in conjunction with the issuance of the FirstFire Note, the Cavalry Investment Note and the Cavalry Fund I Note agreements. Warrants to ~~eliminate 2,333,333~~purchase 110,000,000 shares of common stock at 110% of the opening price on the first day the Company trades on the Nasdaq exchange were issued to these ~~warrants. See~~note holders.

On January 31, 2022, TPT Global Tech, Inc. issued warrants in conjunction with the issuance of Talos and Blue Lake Note ~~5 (2).~~Agreements. Warrants to purchase 18,116,666 shares of common stock at $0.015 per share provided, however, that if the Company consummates an uplist offering on or before July 6, 2022 then the exercise price shall be 110% of the offering price at which the uplist offering is made.

The warrants issued under these convertible promissory notes were considered derivative liabilities valued at ~~$35,609~~$554,830 of the total ~~$8,256,309~~$4,277,030 derivative liabilities as of ~~September~~June 30, ~~2021.~~2022. See Note 6.5.

The Company has reserved internally 1,000,000 shares of Common Stock of the Company for the purpose of raising funds to be used to pay off debt described in Note 5.

We have reserved 20,000,000 shares of Common Stock of the Company to grant to certain employee and consultants as consideration for services rendered and that will be rendered to the Company.

There are Transfer Agent common stock reservations that have been approved by the Company relative to the outstanding derivative financial instruments as of September 30, 2021, the outstanding Form S-1 Registration Statement and general treasury of approximately 76,000,000 common shares. Subsequent to September 30, 2021, the Company reserved another 250,000,000 shares for Securities Purchase Agreements consummated in October 2021.

In July and August 2020, the Company formed Quiklab 1 LLC, QuikLAB 2, LLC, QuikLAB 3, LLC and QuikLAB 4, LLC. QuikLAB 4, LLC was subsequently dissolved. It iswas the intent to use these entities as vehicles into which third parties would invest and participate in owning QuikLAB Mobile Laboratories. As of ~~December~~March 31, ~~2020,~~2022, Quiklab 1 LLC, QuikLAB 2, LLC and QuikLAB 3, LLC have received an investment of ~~$460,000,~~$470,000, of which Stephen Thomas and Rick Eberhardt, CEO and COO of the Company, have invested $100,000 in QuikLAB 2, LLC. During the year ended December 31, 2021, one investor entered into an agreement at their request, to have their investment returned. $10,000 of this investment was returned with the remaining $60,000 being reclassified to an accounts payable in the balance sheet as of June 30, 2022.

The third party investors and Mr. Thomas and Mr. Eberhart, will benefit from owning 20% of QuikLAB Mobile Laboratories specific to their investments. The Company owns the other 80% ownership in the QuickLAB Mobile Laboratories. The net loss attributed to the non-controlling interests from the QuikLAB Mobile Laboratories included in the statement of operations for the ~~three and nine~~six months ended ~~September~~June 30, 2022 and 2021 is ~~$13,925~~$7,894 and ~~$54,148, repectively.~~$18,841, respectively.

~~TPT Strategic, Aire~~InnovaQor, Air Fitness and TPT Asia are other non-controlling interests in which the Company owns 94%, 75% and 78%, respectively. There is ~~very~~ little activity in any of these entities. The net loss ~~(income)~~ attributed to these non-controlling interests included in the statement of operations for the ~~three and nine~~six months ended ~~September~~June 30, 2022 and 2021 is ~~$(11,987)~~$13,461 and ~~$17,066,~~$23,407, respectively.

~~TPT Strategic~~InnovaQor did a reverse merger with Southern Plains of which there ended up being a non-controlling interest ownership of 6% as of December 31, 2020. As a result, $219,058 in the non-controlling interest in liabilities of a license agreement valued at $3,500,000 was reflected in the consolidated balance sheet as of December 31, ~~2020. This~~2020, which was reversed ~~during~~in the ~~nine months~~year ended ~~September 30,~~December 31, 2021 when the ~~liabilities under the~~ license agreement ~~were terminated by mutual agreement.~~was cancelled between all parties.

Accounts payable:	2021		2020		2022		2021
Related parties (1)	$	1,464,811	$	1,339,352	$	455,401	$	2,294,570
General operating		5,543,746		3,965,135		5,324,085		4,788,291
Accrued interest on debt (2)		1,896,674		1,328,939		1,851,286		1,546,889
Credit card balances		169,454		173,972		166,928		169,035
Accrued payroll and other expenses		320,481		296,590		227,306		211,668
Taxes and fees payable		642,640		641,012		642,640		642,640
Unfavorable lease liability		30,303		121,140
Total	$	10,068,109	$	7,866,140	$	8,667,646	$	9,653,093

The Company adopted Topic 842 on January 1, 2019. The Company elected to adopt this standard using the optional modified retrospective transition method and recognized a cumulative-effect adjustment to the consolidated balance sheet on the date of adoption. Comparative periods have not been restated. With the adoption of Topic 842, the Company’s consolidated balance sheet now contains the following line items: Operating lease right-of-use assets, Current portion of operating lease liabilities and Operating lease liabilities, net of current portion.

As all the existing leases subject to the new lease standard were previously classified as operating leases by the Company, they were similarly classified as operating leases under the new standard. The Company has determined that the identified operating leases did not contain non-lease components and require no further allocation of the total lease cost. Additionally, the agreements in place did not contain information to determine the rate implicit in the leases, so we used our estimated incremental borrowing rate as the discount rate. Our weighted average discount rate is 10.0% and the weighted average lease term of ~~4.37~~5.1 years.

We have various non-cancelable lease agreements for certain of our tower locations with original lease periods expiring between 2021 and 2044. Our lease terms may include options to extend or terminate the lease when it is reasonably certain we will exercise that option. Certain of the arrangements contain escalating rent payment provisions. An equipment lease described below and leases with an initial term of twelve months have not been recorded on the consolidated balance sheets. We recognize rent expense on a straight-line basis over the lease term.

As of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, operating lease ~~liabilities~~right-of-use assets arising from operating leases were ~~$6,836,419~~$3,971,055 and ~~$5,555,674,~~$4,259,758, respectively. During the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, cash paid for amounts included for the measurement of lease liabilities was ~~$792,010~~$188,723 and the Company recorded lease expense in the amount of ~~$1,824,386~~$1,569,313 in cost of sales.

The Company entered into an operating lease agreement for location rights for certain QuikLABS. The operating lease agreement started October 1, 2020 and goes for three years at $9,798 per month. In addition, the Company entered an operating agreement to lease colocation space for 5 years. This operating agreement ~~started~~starts October 1, 2020 for $7,140 per month. In addition, the Company entered into office space for Blue Collar which started April 2021 and runs for 3 years beginning at an average of $4,150 for the first six months, $8,300 for twelve months, $8,549 for the next twelve months and $8,805 for the following twelve months.

The following is a schedule showing the future minimum lease payments under operating leases by years and the present value of the minimum payments as of ~~September~~June 30, ~~2021.~~2022.

2021	$	2,523,086
2022		1,910,485		$	4,973,218
2023		1,370,092			1,451,987
2024		1,044,693			1,165,338
2025		703,343			717,006
2026					201,450
Thereafter		209,872			73,032
Total operating lease liabilities		7,761,571			8,582,032
Amount representing interest		(925,152	)		(1,176,585	)
Total net present value	$	6,836,419		$	7,405,447

The Company entered into a lease of 12 months or less for living space which is occupied by Stephen Thomas, Chairman, CEO and President of the Company. Mr. Thomas lives in the space and uses it as his corporate office. The company has paid ~~$22,500~~$15,000 and ~~$22,500~~$15,000 in rent and utility payments for this space for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively.

2021	$	864,025
2022		44,836		$	696,740
2023		0			0
2024		0			0
2025		0			0
2026					0
Thereafter		0			0
Total financing lease liabilities		908,861			696,740
Amount representing interest		(40,274	)		0
Total future payments (1)(2)	$	868,587		$	696,740

The Company ~~has~~had employment agreements with certain employees of SDM, K Telecom and ~~Aire~~Air Fitness. The agreements are such that SDM, K Telecom and ~~Aire~~Air Fitness, on a standalone basis in each case, must provide sufficient cash flow to financially support the financial obligations within the employment agreements. The employment agreements for SDM and Aire Fitness were terminated with the exchange of debt for Series E Preferred Stock. See Note 7.

On May 6, 2020, the Company entered into an agreement to employ Ms. Bing Caudle as Vice President of Product Development of the Media One Live platform for an annual salary of $250,000 for five years, including customary employee benefits. The payment iswas guaranteed for five years whether or not Ms. Caudle is dismissed with cause. This employment agreement was effectively modified with the Software Acquisition Agreement described in Note 5 such that the Company is required to make payroll payments of $250,000 per year for five years to Ms. Caudle and payroll payments totaling $150,000 over three years to her daughter.

On March 18, 2019, the Company issued to an Investor a convertible promissory note in the principal amount of $600,000.00 (the “Auctus Promissory Note”) and Warrant Agreement (the “Auctus Warrant Agreement”) pursuant to that certain securities purchase agreement dated March 18, 2019 (the “Auctus SPA”) with Auctus Fund, LLC (“Auctus”). Pursuant to claims by Auctus that the Company had not complied with terms of the Auctus SPA, the Company and Auctus entered into a settlement agreement dated October 13, 2021 where by the Company would pay $763,231.97 and allow Auctus to exercise its right to exercise 15,000,000 warrants to purchase 15,000,000 shares of common stock. Auctus agreed to limit the sale of common shares of the Company to 2,000,000 during each respective calendar week. The Company recognized a gain on debt extinguishment of $7,068,339 when this Auctus Promissory Note was paid off in large part because of the related derivative liability on the books at the time of the settlement.

We have been named in a lawsuit by EMA Financial, LLC (“EMA”) for failing to comply with a Securities Purchase Agreement entered into in June 2019. More specifically, EMA claims the Company failed to honor notices of conversion, failed to establish and maintain share reserves, failed to register EMA shares and by failed to assure that EMA shares were Rule 144 eligible within 6 months. EMA has claimed in excess of ~~$650,975~~$7,614,967 in relief. The Company has filed ~~an answer and counterclaim.~~a motion in response for which EMA has filed a motion to dismiss. The Company does not believe at this time that any negative outcome would result in more than the ~~$743,491~~$846,548 it has recorded on its balance sheet as of ~~September~~June 30, ~~2021.~~2022.

A lawsuit was filed in Michigan by the one of the former owners of SpeedConnect, LLC, John Ogren. Mr. Ogren claimed he was owed back wages related to the acquisition agreement wherein the Company acquired the assets of SpeedConnect, LLC and kept him on through a consulting agreement. The Company’s position was that he ultimately resigned in writing and was not due any back wages. In August 2021, Mr. Ogren was awarded $334,908 in back wages by an Arbitrator. This amount has been included in accounts payable as of September 30, 2021 and expensed in the statement of operations as other expenses infor the ~~nine months~~year ended ~~September 30,~~December 31, 2021. Mr. Ogren and the Company ~~have~~ agreed to a settlement whereby the Company would pay $120,000 within 14 days of a written agreement ~~which was paid in October 2021,~~ with four monthly payments of $20,000 starting on December 5, 2021 through March 2, 2022.

~~The Company has been named in a lawsuit, Robert Serrett vs. TruCom, Inc., by a former employee who~~ This debt was ~~terminated by management in 2016. The employee was working under an employment agreement but was terminated for breach~~completely paid off as of the agreement. The former employee is suing for breach of contract and is seeking around $75,000 in back pay and benefits. We recently learned that Mr. Serrett received a default judgement in Texas on May 15, 2018 for $70,650 plus $3,500 in attorney fees and 5% interest and court costs. However, he has made no attempt that we are aware of to obtain a sister state judgment in Arizona, where Trucom resides, or to try and enforce the judgement and collect. Management believes it has good and meritorious defenses and does not belief the outcome of the lawsuit will have any material effect on the financial position of the Company.June 30, 2022.

We have been named in a lawsuit by a collection law firm on behalf of Pinnacle Towers LLC and Crown Atlantic Company Inc., against TPT Global Tech, Inc. The claim derives from an outstanding debt by incurred by Copperhead Digital. The lawsuit is over unpaid rent that should have been paid by Copperhead Digital but was not paid. The Company believes it has several defenses to this claim and is in the process of communicating with opposing counsel for dismissal of the claims which amount to $386,030.62 plus interest, costs and attorney fees. The Company has accounted for approximately $600,000 in payables on its consolidated balance sheet as of ~~September~~June 30, ~~2021~~2022 for this subsidiary payable.

Lawsuits are being threatened by vendors in relation to tower lease payments in accordance with tower lease agreements that were entered into by SpeedConnect. The claims are currently being investigated and the amount in controversy being claimed is approximately $3,500,000. The Company has approximately $1,700,000 in accounts payable for these threatened claims as of June 30, 2022, 2022. The claims appear to include lease agreements that have been terminated and future payments not yet due, among other issues. As such, the parties are trying to come up with resolutions for these claims.

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

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

The Company has collected $338,725 from one customer in excess of amounts due from that customer in accordance with the customer’s understanding of the appropriate billings activity. The customer has filed a written demand for repayment by the Company of these amounts. Management believes that the customer agreement allows them to keep the amounts under dispute. Given the dispute, the Company has reflected the amounts in dispute as a customer liability on the consolidated balance sheet as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020.~~2021.

The Company has convertible debt, preferred stock, options and warrants outstanding ~~for~~ which common shares would be required to be issued upon exercise by the holders. As of ~~September~~June 30, ~~2021,~~2022, the following shares would be issued:

During the fourth quarter of 2020, the related party holders of approximately $4,700,000 of existing financing arrangements agreed to exchange their debt and accrued interest for Series D Preferred Stock through a separate $12 Million Private Placement, conditioned on the Company raising at least $12,000,000 in a separate Form 1-A Offering.

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

There are amounts outstanding due to related parties of the Company of ~~$1,464,809~~$455,401 and ~~$1,339,352,~~$2,294,570, respectively, as of ~~September~~June 30, ~~2021~~2022, and December 31, ~~2020~~2021 related to amounts due to employees, management and members of the Board of Directors according to verbal and written agreements that have not been paid as of period end which are included in accounts payable and accrued expenses on the balance sheet. See Note 8.

As is mentioned in Note 7, Reginald Thomas was appointed to the Board of Directors of the Company in August 2018. Mr. Thomas is the brother to the CEO Stephen J. Thomas III. According to an agreement with Mr. Reginald Thomas, he is to receive $10,000 per quarter and 1,000,000 shares of restricted common stock valued at approximately $120,000 vesting quarterly over twenty-four months. The quarterly payment of $10,000 may be suspended by the Company if the Company has not been adequately funded.

On March 25, 2022, the Company entered into a Software Development agreement with Mr. and Mrs. Caudle for which a new note payable was created and employment agreements for Mrs. Caudle and her daughter were modified. See Notes 5 and 8.

As of ~~September~~June 30, ~~2021,~~2022, there are amounts due to management/shareholders included in financing arrangements, of which ~~$84,555~~$8,250 is payable from the Company to Stephen J. Thomas III, CEO of the Company. See note 5.

During the nine months ended September 30, 2021, Blue Collar provided production services to an entity controlled by the Blue Collar CEO (355 LA, LLC or “355”) for which it recorded revenues of $0 and $398,677, respectively, and had accounts receivable outstanding as of September 30, 2021 and December 31, 2020 of $0 and $0, respectively, which is included in accounts receivable on the consolidated balance sheet. 355 was formed in October 2019 by the CEO of Blue Collar for the purpose of production of certain additional footage for a 355 customer. 355 has opportunity to engage with other production relationships outside of using Blue Collar.

On April 17, 2018, the CEO of the Company, Stephen Thomas, signed an agreement with New Orbit Technologies, S.A.P.I. de C.V., a Mexican corporation, (“New Orbit”), majority owned and controlled by Stephen Thomas, related to a license agreement for the distribution of TPT licensed products, software and services related to Lion Phone and ~~ViewMe Live~~VuMe within Mexico and Latin America (“License Agreement”). The License Agreement provides for New Orbit to receive a fully paid-up, royalty-free, non-transferable license for perpetuity with termination only under situations such as bankruptcy, insolvency or material breach by either party and provides for New Orbit to pay the Company fees equal to 50% of net income generated from the applicable activities. The transaction was approved by the Company’s Board of Directors in June 2018. There has been no activity on this agreement.

	Gross carrying amount (1)		Accumulated Amortization			Net Book Value		Useful Life		Gross carrying amount		Accumulated Amortization			Net Book Value		Useful Life
Customer Base	$	938,000	$	(284,712	)	$	653,288	3-10		$	697,238		(310,359	)	$	386,879	3-10
Developed Technology		4,595,600		(1,999,943	)		2,595,657		9		4,595,600		(2,127,599	)		2,468,001		9
Film Library		957,000		(231,250	)		725,750		11		957,000		(249,300	)		707,700		11
Trademarks and Tradenames		132,000		(35,437	)		96,563		12		132,000		(38,339	)		93,661		12
Favorable leases		95,000		(76,320	)		18,680		3
Other		76,798		(5,760	)		71,038		10
		6,794,398		(2,633,422	)		4,160,976
Total intangible assets, net										$	6,381,838		(2,725,597	)	$	3,656,241

Goodwill	$	768,091	$	0		$	768,091			$	104,657		0		$	104,657

Amortization expense was ~~$553,965~~$328,114 and ~~$548,205~~$369,310 for the ~~nine~~six months ended ~~September~~June 30, 2022 and 2021, ~~and 2020,~~ respectively.

Remaining amortization of the intangible assets is as following for the next five years and beyond:

2021	$	207,009
2022		730,059	$	333,965
2023		719,859		662,079
2024		719,859		662,079
2025		719,859		662,079
2026				662,079
Thereafter		1,064,331		345,846
	$	4,160,976	$	3,328,127

ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Company's internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for details on the Company's business segments.

The Company's chief operating decision maker (“CODM”) has been identified as the CEO who reviews the financial information of separate operating segments when making decisions about allocating resources and assessing performance of the group. Based on management's assessment, the Company considers its most significant segments for 2021 and 2020 are those in which it is providing Broadband Internet through TPT SpeedConnect and Media Production services through Blue Collar Medical Testing services through TPT MedTech and QuikLABs.

The following tables present summary information by segment for the three months ended June 30, 2022 and 2021, respectively:

The following tables present summary information by segment for the six months ended June 30, 2022 and 2021, respectively:

~~The following tables present summary information by segment for the three months ended September 30, 2021 and 2020 respectively:~~

~~The following tables present summary information by segment for the nine months ended September 30, 2021 and 2020 respectively:~~

2020
2021
	TPT SpeedConnect			Blue Collar			Corporate and Other			Total			TPT SpeedConnect			Blue Collar			TPT MedTech and QuikLABS			Corporate and other			Total
Revenue	$	7,683,928		$	877,607		$	57,819		$	8,619,354		$	4,050,224			711,454			457,108			72,744		$	5,291,530
Cost of revenue	$	(4,876,775	)	$	(418,968	)	$	(267,357	)	$	(5,563,100	)
Cost of sales													$	(3,138,744	)		(335,830	)		(766,208	)		(110,513	)	$	(4,351,295	)
Net income (loss)	$	880,554		$	(174,388	)	$	(5,587,196	)	$	(4,881,030	)	$	(600,055	)		30,906			(1,051,268	)		(2,271,295	)	$	(3,953,524	)
Total assets	$	7,371,051		$	559,912		$	8,029,082		$	15,960,045		$	9,473,626			1,242,360			483,597			1,287,285		$	12,486,868
Depreciation and amortization	$	(390,422	)	$	(83,502	)	$	(855,331	)	$	(1,329,255	)	$	(301,640	)		(55,668	)		0			(331,705	)	$	(689,013	)
Derivative expense	$	0		$	0		$	(176,790	)	$	(176,790	)
Derivative gain													$	0			0			0			374,549		$	374,549
Loss on debt extinguishment													$	0			0			0			0		$	0
Interest expense	$	(135,500	)	$	(28,172	)	$	(918,587	)	$	(1,082,259	)	$	(335,934	)		(14,343	)		0			(449,845	)	$	(800,122	)

~~Effective October 6 to October 13, 2021,~~On July 5, 2022, the ~~Company consummated~~Board of Directors and a ~~Securities Purchase Agreements dated October 6, 2021, with First Fire Global Opportunities Fund LLC (“First Fire”), Cavalry Investment Fund, LLC (Cavalry Investment Fund~~majority of the common share equivalent votes amended and Cavalry Fund 1, LLC (“Cavalry Fund 1”) (all together referred to as “Investors”) for the purchase of $2,174,000 convertible promissory notes (“Convertible Promissory Notes”). These Convertible Promissory Notes are due nine months from funding, have an original issue discount of 8% and interest rate at 10% per annum (default, as defined, at 24%). There is a mandatory conversionrestated certain provisions in the ~~event a Nasdaq Listing prior to nine months from funding for which~~Series A Preferred Stock Designation. Previously, the Investors principal and interest balances will be converted at a price equal to 25% discount to the opening price on the first day the Company trades on Nasdaq. There is also a voluntary conversion of all principal and accrued interest at the discretionholder of the ~~Investor at the lower of $.025 or 75% of the two lowest trade prices during the fifteen consecutive trading day period ending on the trading day immediately prior~~Series A Preferred Stock was entitled to ~~the applicable conversion date. The Investors were given registration rights. The Convertible Promissory Notes may be prepaid in whole or in part~~60% of the outstanding ~~balances at 115 % prior~~common stock upon conversion. Additionally, the holder of the Series A Preferred Stock was allowed to ~~maturity. 250,000,000 common~~vote under similar manner. As of July 5, 2022, holders of the Series A Preferred Stock shall, collectively have the right to convert all of their Series A Preferred Stock when conversion is elected into that number of shares of Common Stock of the Company, as amended and restated July 5, 2022 by the Board of Directors and a majority of the outstanding voting shares of the Company, ~~have been reserved with~~determined by the ~~transfer agent for possible conversion. Warrants were issued to exercise up to 165,000,000 warrants to purchase 165,000,000~~following formula: 60% of the common shares computed to include all projected conversions of all convertible debt and any other classes of Preferred Stock as if the conversions had taken place at ~~110%~~the stated conversion price per share (i.e. for the avoidance of ~~the opening price on the first day the Company trades on the Nasdaq exchange. The use of proceeds will be for working capital and to pay off existing debt.~~

On March 18, 2019, the Company issued to an Investor a convertible promissory note in the principal amount of $600,000.00 (the “Auctus Promissory Note”) and Warrant Agreement (the “Auctus Warrant Agreement”) pursuant to that certain securities purchase agreement dated March 18, 2019 (the “Auctus SPA”) with Auctus Fund, LLC (“Auctus”). Pursuant to claims by Auctus that the Companydoubt – “fully diluted” as if such conversion had not complied with terms of the Auctus SPA, the Company and Auctus entered into a settlement agreement dated October 13, 2021 where by the Company would pay $763,231.97 and allow Auctus to exercise its right to exercise 15,000,000 warrants to purchase 15,000,000 shares of common stock. Auctus agreed to limit the sale of common shares of the Company to 2,000,000 during each respective calendar week. As of September 30, 2021, the Company had recorded approximately $1,756,000 in accrued principal and interest and an additional derivative liability of approximately $6,500,000.

~~A lawsuit was filed in Michigan by the one of the former owners of SpeedConnect, LLC, John Ogren. Mr. Ogren claimed he was owed back wages related~~occurred prior to the acquisition agreement wherein the Company acquired the assets of SpeedConnect, LLC and kept him on through a consulting agreement. The Company’s position was that he ultimately resigned in writing and was not due any back wages. In August 2021, Mr. Ogren was awarded $334,908 in back wages by an Arbitrator. This amount has been included in accounts payable as of June 30, 2021 and expensed in the statement of operations as other expenses in the six months ended June 30, 2021. Mr. Ogren and the Company have agreed to a settlement whereby the Company would pay $120,000 within 14 days of a written agreement with four monthly payments of $20,000 starting on December 5, 2021 through March 2, 2022.

On November 10, 2021, the Company designated 10,000,000 shares of the authorized 100,000,000 shares of the Company's $0.001 par value preferred stock as the Series E Convertible Preferred Stock ("the Series E Preferred Shares."A conversion.)

Series E Preferred shares have the following features: (i) 6% Cumulative Annual Dividends payable on the purchase value in cash or common stock of the Company at the discretion of the Board and payment is also at the discretion of the Board, which may decide to cumulate to future years; (ii) Any time after 12 months from issuance an option to convert to common stock at the election of the holder @ 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00. ; (iii) Automatic conversionThe record Holders of the Series DA Preferred Stock shall ~~occur without~~have the right to vote as if converted prior to the vote to an amount of shares equal to 60% of the common shares computed to include all projected conversions of all convertible debt and any other classes of Preferred Stock as if the conversions had taken place at the stated conversion price per share (i.e. for the avoidance of doubt – “fully diluted” as if such conversion had occurred prior to the Series A conversion) on any matter with holders of Common Stock for any vote required to approve any action, which Florida law provides may or must be approved by vote or consent of the holders ~~upon any national exchange listing approval~~of other series of voting shares and the ~~registration effectiveness~~holders of ~~common stock underlying~~Common Stock or the ~~conversion rights. The automatic conversion~~holders of other securities entitled to common from Series D Preferred sha,ll be @ 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00, which shall be post-reverse split as may be necessary for any Exchange listing (iv) Registration Rights – the Company has granted Piggyback Registration Rights for common stock underlying conversion rights in the event it files any other Registration Statement (other than an S-1 that the Company may file for certain conversion common shares for the convertible note financing that was arranged and funded in 2019). Further, the Company will file, and pursue to effectiveness, a Registration Statement or offering statement for common stock underlying the Automatic Conversion event triggered by an exchange listing. (v) Liquidation Rights - $5.00 per share plus any accrued unpaid dividends – subordinate to Series A, B, C and D Preferred Stock receiving full liquidation under the terms of such series. The Company has redemption rights for the first year following the Issuance Date to redeem all or part of the principal amount of the Series D Preferred Stock at between 115% and 140%.

~~Subsequent to September 30, 2021, the Company paid JSJ $6,666 to eliminate all outstanding warrants held by JSJ.~~vote, if any.

Subsequent events were reviewed through the date the financial statements were issued.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF ~~OPERATIONS.~~OPERATIONS

This Form 10-Q contains certain statements that are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose, any statements contained in this Form 10-Q that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” or “continue” or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our control. These factors include but are not limited to economic conditions generally and in the industries in which we may participate; competition within our chosen industry, including competition from much larger competitors; technological advances and failure to successfully develop business relationships.

Based on our financial history since inception, our auditor has expressed substantial doubt as to our ability to continue as a going concern. As reflected in the accompanying financial statements, as of ~~September~~June 30, ~~2021,~~2022, we had an accumulated deficit totaling ~~$49,503,549.~~$55,039,285. This raises substantial doubts about our ability to continue as a going concern.

For the Three Months Ended ~~September~~June 30, ~~2021~~2022 Compared to the Three Months Ended ~~September~~June 30, ~~2020~~2021

During the three months ended ~~September~~June 30, ~~2021,~~2022, we recognized total revenues of ~~$2,519,426~~$2,208,485 compared to the prior period of ~~$2,786,610. The decrease is largely attributable to the decrease in internet customers from attrition.~~

Gross profit for the three months ended September 30, 2021 was $583,636 compared to $961,187 for the prior period. The decrease of is largely attributable to the decrease in internet customers from attrition, which attrition was the primary factor in the reduction in the profit margin for the period as compared to the prior period. Revenues for TPT SpeedConnect have been decreasing while the cost of revenues, primarily tower payments, have not decreased correspondingly but have remained consistent. The decrease in gross margin is also attributable to the continued expenses related to TPT MedTech far exceeding the current revenues.

During the three months ended September 30, 2021, we recognized $1,874,219 in operating expenses compared to $2,321,300 for the prior period. The decrease was in large part attributable to a decrease in depreciation expense as a result of impairments in the prior year and a decrease in payroll from less employees and professional assistance being required for TPT SpeedConnect from the decrease in customers.

~~Derivative expense of $3,472,30 gain of $223,229 result from the accounting for derivative financial instruments during the three months ended September 30, 2021 and 2020, respectively.~~

Interest expense increased for the three months ended September 30, 2021 compared to the prior period by $428,825. The increase comes largely from the true up of interest expense on some of the Company’s derivative securities.

During the three months ended September 30, 2021, we recognized a net loss of $4,718,296 compared to $1,385,042 for the prior period. The difference was in large part from the derivative expense and other reasons outlined above.

~~For the Nine Months Ended September 30, 2021 Compared to the Nine Months Ended September 30, 2020~~

During the nine months ended September 30, 2021, we recognized total revenues of $7,810,956 compared to the prior period of $8,619,354. The decrease is largely attributable to the decrease in internet customers from attrition.

~~Gross profit for the nine months ended September 30, 2021 was $1,523,871 compared to $3,056,254 for the prior period.~~$2,579,180. The decrease is largely attributable to the decrease in internet customers from attrition ~~which attrition was~~and the ~~primary factor in the reduction in the~~discontinuance of unprofitable operating locations.

Gross profit ~~margin~~ for the ~~period as~~three months ended June 30, 2022 was $429,309 compared to $389,539 for the prior period. ~~Revenues for TPT SpeedConnect have been decreasing while~~The increase is largely results of unprofitable towers being shut down which during the ~~cost of revenues, primarily tower payments, have not decreased correspondingly but have remained consistent. The~~period has more than offset the decrease in ~~gross margin is also attributable~~customers. Gross profit percentage increased to ~~the continued expenses related to TPT MedTech far exceeding the current revenues.~~19% from 15%.

During the ~~nine~~three months ended ~~September~~June 30, ~~2021,~~2022, we recognized ~~$6,007,496~~$1,602,286 in operating expenses compared to ~~$7,154,716~~$2,048,108 for the prior period. The decrease ~~was~~ in large part ~~attributable~~is from the decrease in payroll and general and administrative expenses from the decrease in internet customers.

Derivative gains of $131,374 and $189,274 results from the accounting for derivative financial instruments during the three months ended June 30, 2022 and 2021, respectively.

The loss on debt extinguishment of $384,146 for the current period ended June 30, 2022 results from the exchange of accounts payable, financing arrangements and lease agreement balances as of June 30, 2022 for Series E Preferred Stock.

Interest expense increased for the three months ended June 30, 2022 compared to the ~~research~~prior period by $2,695,695. The increase comes largely from the amortization of debt discounts and ~~development expenses~~default provisions on the Company’s derivative securities.

During the three months ended June 30, 2022, we recognized a net loss of $4,535,450 compared to $2,213,446 for the prior period. The difference was the loss on extinguishment of accounts payable, financing arrangements and lease agreement balances, the increase in interest expense from amortization of debt discounts and a decrease in revenue from interest customers and other reasons outlined above.

For the Six Months Ended June 30, 2022 Compared to the Six Months Ended June 30, 2021

During the six months ended June 30, 2022, we recognized total revenues of $4,092,648 compared to the prior period of ~~$1,000,000 and decreases in in payroll from less employees and professional assistance being required for TPT SpeedConnect from~~$5,291,530. The decrease is largely attributable to the decrease in ~~customers.~~internet customers from attrition and the discontinuance of unprofitable operating locations. Decreases in MedTech revenue also occurred compared to the prior year from a decrease in operations.

Gross profit for the three months ended June 30, 2022 was $1,290,258 compared to $940,235 for the prior period. The increase is largely a result of unprofitable towers being shut down which during the period more than offset the decrease in customers in addition to gross margin contributions from Air Fitness and TPT MedTech. Gross profit percentage increased to 32% from 18%.

During the six months ended June 30, 2022, we recognized $5,141,079 in operating expenses compared to $4,133,278 for the prior period. The increase was in large part attributable to the research and development expense of $1,750,000 in the current period from the acquisition of a software developed by a third party.

Derivative ~~loss~~gains of ~~$3,098,381~~$388,398 and ~~$176,790 result~~$374,549 results from the accounting for derivative financial instruments during the ~~nine~~six months ended ~~September~~June 30, 2022 and 2021, respectively.

The loss on debt extinguishment of $2,367,038 for the current period ended June 30, 2022 results from the exchange of accounts payable, financing arrangements and ~~2020, respectively.~~lease agreement balances as of June 30, 2022 for Series E Preferred Stock.

Interest expense increased for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 compared to the prior period by ~~$394,846.~~$3,479,161. The increase iscomes largely from the amortization of debt discounts and default provisions on the Company’s derivative ~~debt outstanding.~~securities.

During the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, we recognized a net loss of ~~$8,671,819~~$10,107,925 compared to ~~$4,881,030~~$3,953,524 for the prior ~~period~~period. The difference was the loss on extinguishment of accounts payable, financing arrangements and lease agreement balances, the increase in ~~large part due to derivative expenses.~~interest expense from amortization of debt discounts and a decrease in revenue from interest customers and other reasons outlined above.

Cash flows from financing activities were ~~$773,387~~$32,802 and ~~$724,356~~$589,504 for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively. For the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, these cash flows were generated ~~primarily~~ from ~~proceeds from sale of Series D Preferred Stock of $233,244 and common stock of $610,502,~~ proceeds from convertible notes, loans and advances of ~~$1,961,685~~$1,256,187 offset by payment on convertible loans, advances and factoring agreements of ~~$2,024,497~~$1,186,503 and payments on ~~convertible notes ad~~ amounts payable – related ~~party~~parties of ~~$5,827.~~$36,882. For the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, cash flows from financing activities primarily came from proceeds from the sale of Series D Preferred Stock of $233,244, convertible notes, loans and advances of ~~$1,311,800~~$1,771,685 offset by payments on convertible loans, advances and factoring agreements of ~~$818,978 and payments on convertible notes and amounts payable – related parties of $130,349.~~$1,460,898.

Companies have undertaken and are generally in the process of making a diverse range of operational adjustments in response to the effects of COVID-19. These adjustments are numerous and include a transition to telework; supply chain and distribution adjustments; and suspending or modifying certain operations to comply with health and safety guidelines to protect employees, contractors, and customers, including in connection with a transition back to the workplace. These types of adjustments may have an effect on a company that would be material to an investment or voting decision, and affected companies should carefully consider their obligations to disclose this information to investors. Companies also are undertaking a diverse and sometimes complex range of financing activities in response to the effects of COVID-19 on their businesses and markets. These activities may involve obtaining and utilizing credit facilities, accessing public and private markets, implementing supplier finance programs, and negotiating new or modified customer payment terms. The SEC has required a discussion of COVID-19 related considerations, specific facts and circumstances and make disclosures to address the following questions;

Government Assistance – The Coronavirus Aid, Relief, and Economic Security Act (CARES Act)

The CARES Act includes financial assistance for companies in the form of loans and tax relief in the form of deferred or reduced payments and potential refunds. Companies receiving federal assistance must consider the short- and long-term impact of that assistance on their financial condition, results of operations, liquidity, and capital resources, as well as the related disclosures and critical accounting estimates and assumptions. We have not received any financial assistance from the banks or any government agency.

The SEC has advised that Management should consider whether conditions and events, taken as a whole, raise substantial doubt about the company’s ability to meet its obligations as they become due within one year after the issuance of the financial statements. There is substantial doubt about a company’s ability to continue as a going concern due to continuation of the COVID-19 pandemic and we make the following disclosure:

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

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time period specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is accumulated and communicated to management including our principal executive officer/principal financial officer as appropriate, to allow timely decisions regarding required disclosure.

Management has carried out an evaluation of the effectiveness of the design and operation of our company’s disclosure controls and procedures. Due to the lack of personnel and outside directors, management concluded that the Company’s disclosure controls and procedures are not effective as of such date. The Company anticipates that with further resources, the Company will expand both management and the board of directors with additional officers and independent directors in order to provide sufficient disclosure controls and procedures.

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f)) during the quarter ended ~~September~~June 30, ~~2021~~2022 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

We have been named in a lawsuit by EMA Financial, LLC (“EMA”) for failing to comply with a Securities Purchase Agreement entered into in June ~~20199.~~2019. More specifically, EMA claims the Company failed to honor notices of conversion, failed to establish and maintain share reserves, failed to register EMA shares and by failed to assure that EMA shares were Rule 144 eligible within 6 months. EMA has claimed in excess of ~~$650,975~~$7,614,967 in relief. The Company has filed ~~an answer and counterclaim.~~a motion in response for which EMA has filed a motion to dismiss. The Company does not believe at this time that any negative outcome would result in more than the ~~$743,491~~$846,548 it has recorded on its balance sheet as of ~~September~~June 30, ~~2021.~~2022.

No Material Changes in Risk Factors since the disclosure contained in the Form 10-K for the year ended December 31, ~~2020.~~2021.

Aside from what has been disclosed in our Registration Statement on Form S-1/A dated February 13, 2019, amended December 10, 2019, September 14, 2020 and September 29, 2020 and Registration Statement on Form S-8 dated September 25, 2020 and Registration Statement Form S-1/A dated October 28, 2020, amended on January 15, 2021 and in our Form 10K for the year ended December 31, 2020, we have not sold unregistered securities in the past 2 years without registering the securities under the Securities Act of 1933.

We have filed Forms 8-K dated April 22, 2019, May 28, 2019, June 20, 2019, September 19, 2019 and September 30, 2019, related to convertible promissory notes for which the underlying common shares have not be registered.None.

The Company is in default under its derivative financial instruments and received notice of such from ~~Auctus and~~ EMA for not reserving enough shares for conversion and for not having filed a Form S-1 Registration Statement with the Securities and Exchange Commission. It was the intent of the Company to pay back all derivative securities prior to the due dates but that has not occurred in case of ~~Auctus or~~ EMA. As such, the Company is currently in negotiations with ~~Auctus and~~ EMA ~~and~~ relative to extending due dates and changing terms on the ~~Notes.~~Note. The Company has been named in a lawsuit by EMA for failing to comply with a Securities Purchase Agreement entered into in June 2019.

Exhibits. The following is a complete list of exhibits filed as part of this Form 10-Q. Exhibit numbers correspond to the numbers in the Exhibit Table of Item 601 of Regulation S-K.

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

Florida		81-3903357
State or other jurisdiction of incorporation or organization		(I.R.S. Employer Identification No.)

501 West Broadway, Suite 800 San Diego, CA		92101
(Address of principal executive offices)		(Zip Code)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
---	---	---

		Page
	PART 1 – FINANCIAL INFORMATION

Item 1.	Financial Statements	3

	Condensed Consolidated Balance Sheets – ~~September~~June 30, ~~2021~~2022 (Unaudited) and December 31, ~~2020~~2021 (Audited)	3

	Condensed Consolidated Statements of Operations – ~~Three~~Six and ~~nine~~three months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021 (Unaudited)	5

	Condensed Consolidated Statements of Stockholders’ Deficit – ~~Three~~Six and ~~nine~~three months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021 (Unaudited)	6

	Condensed Consolidated Statements of Cash Flows – ~~Nine~~Six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021 (Unaudited)	8	7

	Notes to the Condensed Consolidated Financial Statements ~~(unaudited)~~(Unaudited)	10	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	33	32

Item 3.	Quantitative and Qualitative Disclosures About Market Risk – Not Applicable	39	38

Item 4.	Controls and Procedures	39	38

	PART II- OTHER INFORMATION

Item 1.	Legal Proceedings	40	39

Item 1A.	Risk Factors – Not Applicable	41	40

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds – Not Applicable	44	40

Item 3.	Defaults Upon Senior Securities	41	40

Item 4.	Mine Safety Disclosure – Not Applicable	41	40

Item 5.	Other Information – Not Applicable	41	40

Item 6.	Exhibits	42	41

	Signatures	43	42

	September 30,		December 31,
	2021		2020
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	252,399	$	19,309
Accounts receivable, net		109,667		164,818
Prepaid expenses and other current assets		47,026		180,362
Total current assets		409,092		364,489
NON-CURRENT ASSETS
Property and equipment, net		1,884,550		2,145,597
Operating lease right of use assets		4,374,626		4,732,459
Intangible assets, net		4,160,976		4,714,941
Goodwill		768,091		768,091
Deposits and other assets		171,413		111,111
Total non-current assets		11,359,656		12,472,199

TOTAL ASSETS	$	11,768,748	$	12,836,688

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
Accounts payable and accrued expenses	$	10,068,109	$	7,866,140
Deferred revenue		327,788		341,789
Customer liability		338,725		338,725
Current portion of loans, advances and factoring agreements		1,788,186		2,308,753
Convertible notes payable, net of discounts		1,711,098		1,711,098
Notes payable - related parties, net of discounts		10,597,639		10,559,796
Convertible notes payable – related parties, net of discounts		922,181		922,481
Derivative liabilities		8,256,309		5,265,139
Current portion of operating lease liabilities		3,928,821		2,682,722
Financing lease liabilities		192,900		184,939
Financing lease liabilities – related party		675,687		654,633
Total current liabilities		38,807,443		32,836,215

NON-CURRENT LIABILITIES
Loans, advances and factoring agreements, net of current portion and discounts		1,030,400		843,577
Operating lease liabilities, net of current portion		2,907,598		2,872,952
Total non-current liabilities		3,937,998		3,716,529
Total liabilities		42,745,441		36,552,744

Commitments and contingencies		0		0

CURRENT LIABILITIES
Accounts payable and accrued expenses	$	8,667,646	$	9,653,093
Deferred revenue		212,395		462,643
Customer liability		338,725		338,725
Current portion of loans, advances and factoring agreements		738,755		1,446,571
Convertible notes payable, net of discounts		4,242,923		1,162,606
Notes payable - related parties, net of discounts		4,770,829		10,542,842
Convertible notes payable – related parties, net of discounts		553,100		902,781
Derivative liabilities		4,277,030		4,042,910
Current portion of operating lease liabilities		4,928,418		3,987,405
Financing lease liabilities		0		284,055
Financing lease liabilities – related party		696,740		682,704
Total current liabilities		29,426,561		33,506,335

NON-CURRENT LIABILITIES
Loans, advances and factoring agreements, net of current portion and discounts		198,000		218,425
Operating lease liabilities, net of current portion		2,477,029		2,976,623
Total non-current liabilities		2,675,029		3,195,048
Total liabilities		32,101,590		36,701,383

Commitments and contingencies		0		0

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated ~~filer~~Filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

	Series A Preferred Stock				Series B Preferred Stock				Common Stock				Subscriptions Payable			Additional Paid-in		Accumulated			Non-Controlling			Total Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		(Receivable)			Capital		Deficit			Interest			Deficit
Balance as of June 30, 2021		—	$	0		—	$	0		879,029,038	$	8,790,305	$	(3,265	)	$	11,919,070	$	(44,787,194	)	$	88,642		$	(31,903,717	)
Common stock issued for services or subscription payable		—		0		—		0		—		0		7,100			0		0			0			7,100
Issuance of shares for cash		—		0		—		0		29,000,000		28,999		0			581,503		0			0			610,502
Net loss		—		0		—		0		—		0		0			0		(4,716,356	)		(1,940	)		(4,718,296	)
Balance as of September 30, 2021		—	$	0		—	$	0		908,029,038	$	908,029	$	3,835		$	12,500,573	$	(49,503,549	)	$	86,702		$	(36,004,410	)

	2021			2020
Debt discount on factoring agreement	$	811,788		$	216,720
Common stock issued in exchange for payable and note	$	457,211		$	2,258,637
TPT Strategic, Inc. merger – Non-controlling interest in intercompany liabilities rescinded	$	(219,058	)	$	0
Issuance of common stock for subscription payable	$	210,744		$	0
Convertible preferred Series A and B reclassified to mezzanine equity	$	0		$	4,790,884
Common stock issued in conversion of convertible notes	$	0		$	2,258,637
Convertible preferred Series A and B reclassified to mezzanine equity	$	0		$	4,790,884
Acquisition of Aire Fitness – Liabilities assumed	$	0		$	641,869
InnovaQor merger – Non-controlling interest in intercompany liabilities assumed	$	0		$	219,058
Acquisition of property and equipment under finance lease	$	0		$	103,349

Name	Herein referred to as	Acquisition or Incorporation Date		Ownership
TPT Global Tech, Inc.	Company or TPTG		1988		100	%
K Telcom and Wireless LLC	K Telecom		2014		100	%
Global Telecom International LLC	Global Telecom		2014		100	%
Copperhead Digital Holdings, Inc.	Copperhead Digital or CDH		2015		100	%
TruCom, LLC	TruCom		2015		100	%
Nevada Utilities, Inc.	Nevada Utilities		2015		100	%
CityNet Arizona, LLC	CityNet		2015		100	%
San Diego Media Inc.	SDM		2016		100	%
Blue Collar Production, Inc.	Blue Collar		2018		100	%
TPT SpeedConnect, LLC	TPT SpeedConnect		2019		100	%
TPT Federal, LLC	TPT Federal		2020		100	%
TPT MedTech, LLC	TPT MedTech		2020		100	%
InnovaQor, Inc./TPT Strategic, Inc.	InnovaQor and TPT Strategic		2020		94	%
QuikLab 1 LLC	Quiklab 1		2020		80	%
QuikLAB 2, LLC	QuikLAB 2		2020		80	%
QuikLAB 3, LLC	QuikLAB 3		2020		100	%
The Fitness Container, LLC	Air Fitness		2020		75	%
TPT Global Tech Asia Limited	TPT Asia		2020		78	%
TPT MedTech UK LTD	TPT MedTech UK		2020		100	%
TPT Global Defense Systems, Inc.	TPT Global Defense		2021		100	%
TPT Innovations Technology, Inc.	TPT Innovations		2021		100	%
TPT Global Caribbean Inc.	TPT Caribbean		2021		100	%
TPT Media and Entertainment, LLC	TPT Media and Entertainment		2021		100	%
VuMe Live, LLC	VuMe Live		2021		100	%
Digithrive, LLC	Digithrive		2021		100	%

Convertible Promissory Notes	~~247,518,177~~ 1,347,984,595
Series A Preferred Stock (1)	~~1,327,317,125~~ 1,350,184,625
Series B Preferred Stock	2,588,693
Series D Preferred Stock (2)	47,263,425	~~10,711,596~~
Series E Preferred Stock (3)	2,070,422,492
Stock Options and Warrants	~~3,333,333~~ 129,116,666
	~~1,591,468,923~~ 4,947,560,495

	(1)	As of June 30, 2022, the holder of the Series A Preferred Stock was entitled to 60% of the outstanding common stock upon conversion. Subsequent to June 30, 2022, by amendment, holder of the Series A Preferred Stock which is Stephen J. Thomas, is guaranteed upon date of conversion to 60% of the common shares computed to include all projected conversions of all convertible debt and any other classes of Preferred Stock as if the conversions had taken place at the stated conversion price per share (i.e. for the avoidance of doubt – “fully diluted” as if such conversion had occurred prior to the Series A conversion.) The Company would have to authorize additional shares for this to occur as only 2,500,000,000 shares are currently authorized.
	(2)	Holders of the Series D Preferred Stock may decide after 12 months to convert to common stock @ 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00. There is also an automatic conversion of the Series D Preferred Stock without consent of holders upon any national exchange listing approval and the registration effectiveness of common stock underlying the conversion rights. The automatic conversion to common from Series D Preferred shall be @ 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00.
	(3)	Holders of the Series E Preferred Stock may decide after 12 months to convert to common stock @ 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00. There is also an automatic conversion of the Series E Preferred Stock without consent of holders upon any national exchange listing approval and the registration effectiveness of common stock underlying the conversion rights. The automatic conversion to common from Series E Preferred shall be @ 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00.

Derivative Instrument	Fair Value
Fair value of Auctus Convertible Promissory Note	$	6,504,717
Fair value of EMA Financial Convertible Promissory Note		1,715,983
Fair value of Warrants issued with the derivative instruments		35,609
	$	8,256,309

Consideration given at fair value:
Note payable, net of discount	$	340,000
Accounts payable		157,252
Non-controlling interest		113,333
	$	610,585

Assets acquired at fair value:
Cash	$	460
Accounts receivable		39,034
	$	39,494
Goodwill	$	571,091

	Debt Derivative Liabilities
Balance, December 31, 2019	$	8,836,514
Change in derivative liabilities from conversion of notes payable		(1,144,290	)
Change in derivative liabilities from the Odyssey conversion to a term loan		(1,286,762	)
Change in fair value of derivative liabilities for the period – derivative gain		(1,140,323	)
Balance, December 31, 2020	$	5,265,139
Initial fair value of derivative liabilities during the period		77,897
Reclassification of certain derivative liabilities		(185,108	)
Change in fair value of derivative liabilities for period – derivative expense		3,098,381
Balance, September 30, 2021	$	8,256,309

	Debt Derivative Liabilities
Balance, December 31, 2021	$	4,042,910
Change in derivative liabilities from new notes payable and warrants		622,518
Change in fair value of derivative liabilities at end of period – derivative expense		(388,398	)
Balance, June 30, 2022	$	4,277,030

Unissued shares for TPT consulting agreements	1,375,000
Shares receivable under terminated acquisition agreement	(3,096,181	)
Net commitment	(1,721,181	)

	Options Outstanding			Vested		Vesting Period		Exercise Price Outstanding and Exercisable		Expiration Date
December 31, 2019		3,000,000			3,000,000	12 to 18 months		$	0.10	3-1-20 to 3-21-21
Expired		(2,000,000	)
December 31, 2020		1,000,000			1,000,000	12 months		$	0.10	3-21-21
Expired		(1,000,000	)
September 30, 2021		—			0		—		—		—

	(1)	Included is a Telecom Equipment Lease is with an entity owned and controlled by shareholders of the Company and was due August 31, 2020, as amended.

	~~(2)~~	Also included are leases under Xroads Equipment Agreements with a third party that allows the Company to pay between $10,780 and $11,288 per month, including interest, starting between November 16, 2020 and February 22, 2021 for eleven months with a $1 value acquisition price at the termination of the leases.

Convertible Promissory Notes			~~247,518,177~~1,347,984,595
Series A Preferred Stock (1)			~~1,327,317,125~~1,350,184,625
Series B Preferred Stock			2,588,693
Series D Preferred Stock (2)			~~10,711,596~~47,263,425
Series E Preferred Stock (3)			2,070,422,492
Stock Options and Warrants			~~3,333,333~~129,116,666
			~~1,591,468,923~~4,947,560,495

	(1)	~~Holder~~As of June 30, 2022, the holder of the Series A Preferred Stock was entitled to 60% of the outstanding common stock upon conversion. Subsequent to June 30, 2022, by amendment, holder of the Series A Preferred Stock which is Stephen J. Thomas, is guaranteed upon date of conversion to 60% of ~~outstanding~~the common ~~stock upon~~shares computed to include all projected conversions of all convertible debt and any other classes of Preferred Stock as if the conversions had taken place at the stated conversion price per share (i.e. for the avoidance of doubt – “fully diluted” as if such conversion had occurred prior to the Series A conversion.) The Company would have to authorize additional shares for this to occur as only ~~1,000,000,000~~2,500,000,000 shares are currently authorized.

	(2)	Holders of the Series D Preferred Stock may decide after 1812 months to convert to common stock @ 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00. There is also an automatic conversion of the Series D Preferred Stock without consent of holders upon any national exchange listing approval and the registration effectiveness of common stock underlying the conversion rights. The automatic conversion to common from Series D Preferred shall be @ 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00.


	·	We have been challenged by the gathering restrictions under state and local rules and lack of events due to cancellation specifically related to our Blue Collar operations.


	·	We have allowed our employees to work from home and are using contract service providers where appropriate. Blue Collar was completely shut down for a period of time but has implemented health and safety policies for employees, contractors and customers to be able to resume some of their operations.


·	How are the changes impacting or reasonably likely to impact your financial condition and short- and long-term liquidity?


	·	The changes ~~have~~had impaired our Blue Collar operations significantly in the prior ~~year~~years but which operations ~~are rebounding in 2021.~~seem to be rebounding.


·	How is your overall liquidity position and outlook evolving?


	·	We have raised limited funds to help our liquidity position but hope our outlook is bright primarily through financing ~~opportunities entered into during the nine months ended September 30, 2021 and subsequently.~~opportunities.


	·	COVID-19 reduced our historical revenues in ~~2020.~~the past. The bans on events and gatherings were very material to our Blue Collar operations. ~~Blue Collar in 2021 is rebounding from those declines.~~


·	Have you accessed revolving lines of credit or raised capital in the public or private markets to address your liquidity needs?


	·	We have raised some funds through financing opportunities described herein.


·	Have COVID-19 related impacts affected your ability to access your traditional funding sources on the same or reasonably similar terms as were available to you in recent periods?


·	How has a change, or a potential change, to your credit rating impacted your ability to access funding?


·	Do your financing arrangements contain terms that limit your ability to obtain additional funding? If so, is the uncertainty of additional funding reasonably likely to result in your liquidity decreasing in a way that would result in you being unable to maintain current operations?


·	Are you at material risk of not meeting covenants in your credit and other agreements?


·	If you include metrics, such as cash burn rate or daily cash use, in your disclosures, are you providing a clear definition of the metric and explaining how management uses the metric in managing or monitoring liquidity?


·	Are there estimates or assumptions underlying such metrics the disclosure of which is necessary for the metric not to be misleading?