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 ☒~~

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 ☒~~

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 ☐~~

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

As of ~~August 16, 2022,~~October 26, 2023, there were ~~923,029,038~~1,882,579,354 shares of the registrant’s common stock, $0.001 par value, issued and outstanding.

	June 30,		December 31,		June 30,		December 31,
	2022		2021		2023		2022
	(Unaudited)				(Unaudited)
CURRENT ASSETS
Cash and cash equivalents	$	107,225	$	518,066	$	8,489	$	88,301
Accounts receivable, net		157,860		101,935		228,521		193,917
Accounts receivable – related party						263,234		518,871
Notes receivable, net						55,938		64,393
Prepaid expenses and other current assets		251,541		122,428		119,189		119,908
Total current assets		516,626		742,429		675,371		985,390
NON-CURRENT ASSETS
Property and equipment, net		1,355,058		1,649,022		2,018		4,564
Operating lease right of use assets		3,971,055		4,259,758
Intangible assets, net		3,328,127		3,656,241
Goodwill		104,657		104,657
Deposits and other assets		48,935		265,318		42,423		64,486
Total non-current assets		8,807,832		9,934,996		44,441		69,050

TOTAL ASSETS	$	9,324,458	$	10,677,425	$	719,812	$	1,054,440

CURRENT LIABILITIES
Current liabilities
Accounts payable and accrued expenses	$	8,667,646	$	9,653,093	$	10,905,369	$	10,450,711
Deferred revenue		212,395		462,643		—		75,556
Customer liability		338,725		338,725		338,725		338,725
Current portion of loans, advances and factoring agreements		738,755		1,446,571		1,463,585		1,276,770
Convertible notes payable, net of discounts		4,242,923		1,162,606		3,361,729		3,054,869
Notes payable - related parties, net of discounts		4,770,829		10,542,842		4,803,431		4,762,579
Convertible notes payable – related parties, net of discounts		553,100		902,781		553,100		553,100
Derivative liabilities		4,277,030		4,042,910		5,353,402		4,822,398
Current portion of operating lease liabilities		4,928,418		3,987,405		7,274,336		5,897,274
Financing lease liabilities		0		284,055
Financing lease liabilities – related party		696,740		682,704		724,812		710,776
Total current liabilities		29,426,561		33,506,335		34,778,489		31,942,758

NON-CURRENT LIABILITIES
Loans, advances and factoring agreements, net of current portion and discounts		198,000		218,425		—		144,460
Operating lease liabilities, net of current portion		2,477,029		2,976,623		991,797		1,932,599
Total non-current liabilities		2,675,029		3,195,048		991,797		2,077,059
Total liabilities		32,101,590		36,701,383		35,770,286		34,019,817

Commitments and contingencies		0		0		—		—

~~CONDENSED CONSOLIDATED BALANCE SHEETS~~Condensed Consolidated Balance Sheets - CONTINUED

	June 30,			December 31,			June 30,			December 31,
	2022			2021			2023			2022
	(Unaudited)						(Unaudited)

MEZZANINE EQUITY

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
Convertible Preferred Series A, 1,000,000 designated - 1,000,000 shares issued and outstanding as of June 30, 2023 and December 31, 2022								42,983,742			42,983,742
Convertible Preferred Series B – 3,000,000 shares designated, 2,588,693 shares issued and outstanding as of June 30, 2023 and December 31, 2022								1,677,473			1,677,473
Convertible Preferred Series C – 3,000,000 shares designated, zero shares issued and outstanding as of June 30, 2023 and December 31, 2022								—			—
Convertible Preferred Series D, 10,000,000 designated – 46,649 shares issued and outstanding as of June 30, 2023 and December 31, 2022								244,592			244,592
Convertible Preferred Series E, 10,000,000 designated – 2,043,507 shares issued and outstanding as of June 30, 2023 and December 31, 2022								13,344,101			13,344,101
Total mezzanine equity		18,383,166			5,039,065			58,249,908			58,249,908

STOCKHOLDERS' DEFICIT
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
Stockholders' DEFICIT
Common stock, $0.001 par value, 4,500,000,000 shares authorized, 1,723,749,021 and 1,256,900,534 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively								1,723,749			1,256,901
Subscriptions payable		16,260			5,610			37,560			26,910
Additional paid-in capital		12,860,873			12,860,873			14,907,994			13,966,895
Accumulated deficit		(55,039,285	)		(44,921,837	)		(109,207,777	)		(106,418,722	)
Total TPT Global Tech, Inc. stockholders' deficit		(41,239,123	)		(31,132,325	)		(92,538,474	)		(91,168,016	)
Non-controlling interests		78,825			69,302			(761,908	)		47,269
Total stockholders’ deficit		(41,160,298	)		(31,063,023	)		(93,300,382	)		(91,215,285	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	9,324,458		$	10,677,425
Total liabilities and stockholders' DEFICIT							$	719,812		$	1,054,440

~~CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS~~Condensed Consolidated Statements of Operations

	For the three months ended June 30,						For the six months ended June 30,						For the three months ended June 30,						For the six months ended June 30,
	2022			2021			2022			2021			2023			2022			2023			2022
Revenues:
Products	$	0		$	63,223		$	82,000		$	414,389		$	—		$	—		$	—		$	82,000
Services		2,208,485			2,515,957			4,010,648			4,877,141			1,354,127			2,208,485			2,885,866			4,010,648
Total Revenues		2,208,485			2,579,180			4,092,648			5,291,530			1,354,127			2,208,485			2,885,866			4,092,648

COST OF SALES:
Products		279			8,140			27,882			10,640			—			279			—			27,882
Services		1,778,897			2,181,501			2,774,508			4,340,655			467,211			1,778,897			1,571,229			2,774,508
Total Costs of Sales		1,779,176			2,189,641			2,802,390			4,351,295			467,211			1,779,176			1,571,229			2,802,390
Gross profit		429,309			389,539			1,290,258			940,235			886,916			429,309			1,314,637			1,290,258
EXPENSES:
Sales and marketing		0			8,988			0			13,245
Professional		311,676			337,098			644,626			747,119			170,536			311,676			1,205,480			644,626
Payroll and related		583,061			727,648			1,250,953			1,388,315			555,055			583,061			1,170,061			1,250,953
General and administrative		397,284			625,375			868,897			1,295,585			426,679			397,284			886,830			868,897
Research and development		0			0			1,750,000			0			—			—			—			1,750,000
Depreciation		146,208			164,342			298,489			319,703			—			146,208			2,546			298,489
Amortization		164,057			184,655			328,114			369,310			—			164,057			—			328,114
Total expenses		1,602,286			2,048,108			5,141,079			4,133,278			1,152,270			1,602,286			3,264,917			5,141,079
Loss from operations		(1,172,977	)		(1,658,569	)		(3,850,821	)		(3,193,043	)		(265,354	)		(1,172,977	)		(1,950,280	)		(3,850,821	)

OTHER INCOME (EXPENSE)
Derivative gain		131,374			189,274			388,398			374,549
Loss on debt extinguishment		(384,146	)		0			(2,367,038	)		0
Derivative gain (expense)														(550,298	)		131,374			(647,883	)		388,398
Gain (loss) on debt extinguishment														—			(384,146	)		332,530			(2,367,038	)
Interest expense		(3,104,938	)		(409,243	)		(4,279,283	)		(800,122	)		(549,092	)		(3,104,938	)		(944,395	)		(4,279,283	)
Other income (expense)		(4,763	)		(334,908	)		819			(334,908	)		1,395			(4,763	)		373,968			819
Total other income (expenses)		(3,362,473	)		(554,877			(6,257,104	)		(760,481	)		(1,097,995	)		(3,362,473	)		(885,780	)		(6,257,104	)

Net loss before income taxes		(4,535,450	)		(2,213,446	)		(10,107,925	)		(3,953,524	)		(1,363,349	)		(4,535,450	)		(2,836,060	)		(10,107,925	)
Income taxes		0			0			0			0			—			—			—			—

NET LOSS BEFORE NON-CONTROLLING INTERESTS		(4,535,450	)		(2,213,446	)		(10,107,925	)		(3,953,524	)		(1,363,349	)		(4,535,450	)		(2,836,060	)		(10,107,925	)

NET INCOME (LOSS) ATTRIBUTABLE TO NON-CONTROLLING INTERESTS		1,040			(42,248	)		9,523			(69,274	)
NET LOSS (INCOME) ATTRIBUTABLE TO NON-CONTROLLING INTERESTS														(35,405	)		(1,040	)		47,005			(9,523	)

NET LOSS ATTRIBUTABLE TO TPT GLOBAL TECH, INC. SHAREHOLDERS	$	(4,536,490	)	$	(2,171,198	)	$	(10,117,448	)	$	(3,884,250	)	$	(1,398,754	)	$	(4,536,490	)	$	(2,789,055	)	$	(10,117,448	)

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

Weighted average number of common shares outstanding:
Basic and diluted		923,029,038			877,523,814			923,029,038			874,187,627			1,723,749,021			923,029,038			1,615,825,684			923,029,038

CONDENSED ~~CONSOLIDATED STATEMENTS~~Consolidated Statements OF ~~STOCKHOLDERS'~~Stockholders' DEFICIT

	Common Stock				Subscriptions Payable			Additional Paid-in		Accumulated			Non-Controlling			Total Stockholders’			Common Stock				Subscriptions Payable		Additional		Accumulated			Non-Controlling		Total Stockholders’
	Shares		Amount		(Receivable)			Capital		Deficit			Interest			Deficit			Shares		Amount		(Receivable)		Paid-in Capital		Deficit			Interest		Deficit
Balance as of March 31, 2021		873,064,371	$	873,065	$	207,845		$	11,582,882	$	(42,615,996	)	$	130,890		$	(29,821,314	)
Balance as of March 31, 2022																				923,029,038	$	923,029	$	10,935	$	12,860,873	$	(50,502,795	)	$	77,785	$	(36,630,173	)
Common stock issued for services or subscription payable		5,964,667		5,965		(211,110	)		336,203		0			0			131,058			—		—		5,325		—		—			—		5,325
Net loss		—		0		0			0		(2,171,198	)		(42,248	)		(2,213,446	)		—		—		—		—		(4,536,490	)		1,040		(4,535,450	)
Balance as of June 30, 2021		879,029,038	$	879,030	$	(3,265	)	$	11,919,070	$	(44,787,194	)	$	88,642		$	(31,903,717	)
Balance as of June 30, 2022																				923,029,038	$	923,029	$	16,260	$	12,860,873	$	(55,039,285	)	$	78,825	$	(41,160,298	)

	For the six months ended June 30,						For the six months ended June 30,
	2022			2021			2023			2022
Cash flows from operating activities:
Net loss	$	(10,107,925	)	$	(3,953,524	)	$	(2,836,060	)	$	(10,107,925	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		298,489			319,703			2,546			298,489
Amortization		328,114			369,310			—			328,114
Amortization of debt discounts		3,482,304			346,067			512,093			3,482,304
Convertible Note payable issued for Asberry Series A Stock								508,553			—
Note payable issued for research and development		1,550,000			0			—			1,550,000
Derivative gain		(388,398	)		(374,549	)
Loss on extinguishment of debt		2,367,038			0
Derivative expense (gain)								647,883			(388,398	)
Gain (loss) on extinguishment of debt								(332,530	)		2,367,038
Share-based compensation: Common stock		10,650			209,685			10,650			10,650
Changes in operating assets and liabilities:
Accounts receivable		(55,925	)		(396,559	)		(34,604	)		(55,925	)
Accounts receivable – related party								255,637			—
Prepaid expenses and other assets		(129,113	)		116,271			13,424			(129,113	)
Deposits and other assets		228,155			72,476			22,061			228,155
Accounts payable and accrued expenses		1,509,391			1,709,486			386,635			1,509,391
Net change in operating lease right of use assets and liabilities		730,122			1,190,074			436,260			730,122
Other liabilities		(250,248	)		90,799			(75,556	)		(250,248	)
Net cash used in operating activities		(427,346	)		(304,761	)		(483,008	)		(427,346	)

Cash flows from investing activities:
Purchase of equipment		(16,297	)		(198,753	)		—			(16,297	)
Net cash used in investing activities		(16,297	)		(198,753	)		—			(16,297	)
											—
Cash flows from financing activities:
Proceeds from sale of Series D Preferred Stock		0			233,244
Proceeds from convertible notes, loans and advances		1,256,187			1,771,685			362,344			1,256,187
Payment on convertible loans, advances and factoring agreements		(1,186,503	)		(1,460,898	)		—			(1,186,503	)
Proceeds from notes payable – related parties								40,852			—
Payments on convertible notes and amounts payable – related parties		(36,882	)		48,224			—			(36,882	)
Payments on financing lease liabilities and other		0			(2,751	)
Net cash provided by financing activities		32,802			589,504			403,196			32,802

Net change in cash		(410,841	)		85,978			(79,812	)		(410,841	)
Cash and cash equivalents - beginning of period		518,066			19,309			88,301			518,066

Cash and cash equivalents - end of period	$	107,225		$	105,299		$	8,489		$	107,225

	2022		2021			2023		2022
Debt discount on factoring agreement	$	1,070,591	$	0		$	489,089		1,070,591
Series E Preferred Stock issued in exchange for debt and payables	$	13,344,101	$	0		$	—	$	13,344,101
Common Stock issued in exchange for payable and note	$	0		457,211
TPT Strategic, Inc. merger – Non-controlling interest in intercompany liabilities rescinded	$	0	$	(219,058	)
Common Stock issued for conversion of notes payable						$	804,088	$	—
Acquisition of net liabilities of Asberry 22 Holdings, Inc.						$	63,775	$	—

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 since the reverse merger in 2014.

Name	Herein referred to as	Acquisition or Incorporation Date		Ownership			Herein referred to as	Acquisition or Incorporation Date		Ownership
TPT Global Tech, Inc.	Company or TPTG		1988		100	%	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	%	Copperhead Digital or CDH		2015		100	%
TruCom, LLC	TruCom		2015		100	%	TruCom		2015		100	%
Nevada Utilities, Inc.	Nevada Utilities		2015		100	%
CityNet Arizona, LLC	CityNet		2015		100	%	CityNet		2015		100	%
San Diego Media Inc.	SDM		2016		100	%	SDM		2016		100	%
Blue Collar Production, Inc.	Blue Collar		2018		100	%	Blue Collar		2018		100	%
TPT SpeedConnect, LLC	TPT SpeedConnect		2019		100	%	TPT SpeedConnect (2)		2019		86	%
TPT Federal, LLC	TPT Federal		2020		100	%	TPT Federal		2020		100	%
TPT MedTech, LLC	TPT MedTech		2020		100	%	TPT MedTech		2020		100	%
InnovaQor, Inc./TPT Strategic, Inc.	InnovaQor and TPT Strategic		2020		94	%
TPT Strategic, Inc.							TPT Strategic		2020		0	%
QuikLab 1 LLC	Quiklab 1		2020		80	%	Quiklab 1		2020		80	%
QuikLAB 2, LLC	QuikLAB 2		2020		80	%	QuikLAB 2		2020		80	%
QuikLAB 3, LLC	QuikLAB 3		2020		100	%	QuikLAB 3		2020		80	%
The Fitness Container, LLC	Air Fitness		2020		75	%	Air Fitness		2020		75	%
TPT Global Tech Asia Limited	TPT Asia		2020		78	%	TPT Asia		2020		78	%
TPT MedTech UK LTD	TPT MedTech UK		2020		100	%	TPT MedTech UK		2020		100	%
TPT Global Defense Systems, Inc.	TPT Global Defense		2021		100	%	TPT Global Defense		2021		100	%
TPT Innovations Technology, Inc.	TPT Innovations		2021		100	%	TPT Innovations		2021		100	%
TPT Global Caribbean Inc.	TPT Caribbean		2021		100	%	TPT Caribbean		2021		100	%
TPT Media and Entertainment, LLC	TPT Media and Entertainment		2021		100	%	TPT Media and Entertainment		2021		100	%
VuMe Live, LLC	VuMe Live		2021		100	%	VuMe Live		2021		100	%
Digithrive, LLC	Digithrive		2021		100	%	Digithrive		2021		100	%
Information Security and Training, LLC							IST (1)		2022		0	%
Asberry 22 Holdings, Inc.							Asberry or ASHI		2023		86	%

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 ~~six~~three months ended June 30, ~~2022,~~2023, are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2022.~~2023.

These condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements for the year ended December 31, ~~2021.~~2022. The condensed consolidated balance sheet as of June 30, ~~2022,~~2023, 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 those entities outlined in Nature of Operations giving consideration to the non-controlling interests 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.

~~On January 1, 2018, we adopted the new accounting standard ASC 606,~~ ~~Revenue from Contracts with Customers~~~~, and all of the related amendments (“new revenue standard”).~~ We recorded the change, which was immaterial, related to adopting the new revenue standard using the modified retrospective method. Under this method, we recognized the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of retained earnings. This results in no restatement of prior periods, which continue to be reported under the accounting standards in effect for those periods. We expect the impact of the adoption of the new revenue standard to continue to be immaterial on an ongoing basis. We have applied the new revenue standard to all contracts as of the date of initial application and as such, have useduse 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 operations for the six months ended June 30, ~~2022~~2023 and ~~2021.~~2022. 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 three and six months ended June 30, ~~2022~~2023 and ~~2021~~2022 came from the following sources disaggregated by services and products, which sources are explained in detail below.

	For the six months ended June 30, 2022		For the six months ended June 30, 2021		For the three months ended June 30, 2023		For the three months ended June 30, 2022		For the six months ended June 30, 2023		For the six months ended June 30, 2022
TPT SpeedConnect	$	3,045,734	$	4,050,224	$	927,812	$	1,504,268	$	1,916,613	$	3,045,734
Blue Collar		694,484		711,454		54,388		595,904		164,529		694,484
IST (1)						371,017		—		801,251		—
TPT MedTech		90,315		108,432		—		—		—		90,315
Other (1)		180,115		7,031
Other (2)						910		108,313		3,473		180,115
Total Services Revenues	$	4,010,648	$	4,877,141	$	1,354,127	$	2,208,485	$	2,885,866	$	4,010,648
TPT MedTech		0		348,676
Air Fitness		82,000		55,083		—		—		—		82,000
K Telecom		0		10,630
Total Product Revenues	$	82,000	$	414,389	$	—	$	—	$	—	$	82,000
Total Revenue	$	4,092,648	$	5,291,530	$	1,354,127	$	2,208,485	$	2,885,866	$	4,092,648

TPT SpeedConnect is a rural Internet provider operating in 105 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 for TPT SpeedConnect as of June 30, ~~2022~~2023 and December 31, ~~2021~~2022 are ~~$212,395~~$0 and ~~$421,643,~~$75,556, respectively. Certain of our products require specialized installation and equipment. For telecom products that include installation, if the installation meets the criteria to be considered a separate element, product revenue is recognized upon delivery, and installation revenue is recognized when the installation is complete. The Installation Technician collects the signed quote containing terms and conditions when installing the site equipment at customer premises.

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

The overwhelming majority of our revenue continues to 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.

The Company recognizes construction contract revenue over time, as performance obligations are satisfied, due to the continuous transfer of control to the customer. Construction contracts are accounted for as a single unit of account (single performance obligation) and are not segmented between types of services. The Company recognizes revenue using the percentage-of-completion method, progress toward completion of the Company’s contracts is measured by the percentage of costs incurred to date to estimate total costs for each contract. The percentage-of-completion method (an input method) is the most faithful depiction of the Company’s performance because it directly measures the value of the services transferred to the customer.

Provisions are recognized in the statements of income for the full amount of estimated losses on uncompleted contracts whenever evidence indicates that the estimated cost of a contract exceeds its estimated total revenue. Changes in job performance, job conditions, and estimated profitability, including those arising from contract penalty provisions and final contract settlements may result in revisions to costs and income and are recognized in the period in which the revisions are determined. Profit incentives are included in revenues when their realization is reasonably assured. An amount equal to contract cost attributable to claims is included in revenues when realization is probable and the amount can be reasonably estimated.

Contract costs include all direct material and labor costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs, and depreciation costs. Selling, general, and administrative costs are charged to expense as incurred.

The accuracy of revenue and profit recognition in a given period depends on the accuracy of estimates of the cost to complete each project. Cost estimates for all significant projects use a detailed “bottom up” approach, and management believes that their experience allows them to create materially reliable estimates. There are a number of factors that can contribute to changes in estimates of contract cost and profitability. The most significant of these include:

The foregoing factors, as well as the stage of completion of contracts in process and the mix of contracts at different margins, may cause fluctuations in gross profit between periods. Significant changes in cost estimates, particularly in larger, more complex projects have had, and can in future periods have, a significant effect on profitability.

Costs and estimated earnings in excess of billings, represent unbilled amounts earned and reimbursable under contracts. These amounts become billable according to the contract terms, which usually consider the passage of time, achievement of milestones or completion of the project. Generally, such unbilled amounts will be billed and collected over the next twelve months. Based on historical experience, management generally considers the collection risk related to these amounts to be low. When events or conditions indicate that the amounts outstanding may become uncollectible, an allowance is estimated and recorded.

Billings in excess of costs and estimated earnings, is comprised of cash collected from customers and billings to customers on contracts in advance of work performed, including advance payments negotiated as a contract condition. Generally, unearned project-related costs will be earned over the next twelve months.

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~~2023 and December 31, ~~2021~~2022 was $0 and ~~$41,000,~~$0, 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 as of June 30, ~~2022~~2023 and December 31, ~~2021.~~2022. Software support services (including software upgrades) are billed in real time, on the first of the month. Web design service revenues are recognized upon completion of specific projects. Revenue is booked in the month the services are rendered and payments are due on the final day of the month. There are usually no contract revenues that are deferred until services are performed.

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.

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.

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 June 30, ~~2022,~~2023, the Company had shares that were potentially common stock equivalents as follows:

Our primary financial instruments at June 30, ~~2022~~2023 consisted of cash equivalents, accounts receivable, accounts payable and debt. We apply fair value measurement accounting to either record or disclose the value of our financial assets and liabilities in our financial statements. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. A fair value hierarchy requires an entity to maximize the use of observable inputs, where available, and minimize the use of unobservable inputs when measuring fair value.

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

Level 2 Observable 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 3 Unobservable 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 June 30, ~~2022~~2023 are the following:

Derivative Instrument	Fair Value		Fair Value
Convertible Promissory Notes	$	3,722,200	$	5,210,611
Fair value of Warrants issued with the derivative instruments		554,830		142,791
	$	4,277,030	$	5,353,402

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

An Agreement and Plan of Merger ("Agreement") was made and entered into as of March 24, 2023 by and among TPT SpeedConnect LLC, a Colorado Limited Liability Company (wholly-owned subsidiary of TPT Global Tech, Inc.) ("SPC"), and Asberry 22 Holdings, Inc., a Delaware Corporation ("ASHI"), and SPC Acquisition, Inc., a wholly-owned subsidiary of ASHI, domiciled in Colorado ("Acquisition Sub") primarily for the opportunities of capital raising. SPC then converted to a Corporate entity and Acquisition Submerged with and into SPC (the "Merger"). The separate corporate existence of Acquisition Sub ceased and SPC continues as the surviving corporation in the Merger and as wholly-owned subsidiary of ASHI. All of the properties, rights and privileges, and power of SPC, vest in the Subsidiary, and all debts, liabilities and duties of SPC are the debts, liabilities and duties of the Subsidiary. The shares of common stock of Acquisition Sub issued and outstanding immediately prior to the Effective Time is converted into and exchange for 1,000 validly issued, fully paid and non-assessable shares of the Subsidiary's common stock.

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

ASHI shall file a Form S-1 Registration Statement with the Securities Exchange Commission within 120 days after closing, to register for resale: a) the common shares of ASHI, issued at closing, b) conversion shares for the Series A Supermajority Preferred Stock and c) those outstanding shares of the shareholders of ASHI existing as of the day prior to closing, and shall pursue such S-1 filing diligently to effectiveness.

The Officers of ASHI shall resign effective upon the appointment of the new Officers, as designated by SPC. The Current Directors of ASHI shall remain as directors until the Series A Preferred Stock (500,000 shares) of ASHI shall have been redeemed or converted. SPC shall have designated two new directors for appointment effective at closing, and may then appoint new Officers, and the current officers shall resign at closing.

The Company evaluated this acquisition in accordance with ASC 805-10-55-4 to discern whether the assets and operations of the assets purchased met the definition of a business. The company concluded that there were not processes and sufficient inputs into outputs. Accordingly, the Company accounted for this transaction as an asset acquisition and allocated the purchase price as follows:

There was nothing accounted for in the Statement of Operations for the six months ended June 30, 2023. On a proforma basis any adjustments would not be significant.

TPT Strategic Merger with Information Security and Training LLC and Subsequent Settlement Agreement

Dated as of June 29, 2022, for synergies and the opportunity at other revenue streams, TPT Strategic entered into a definitive agreement for the acquisition of the assets and Information Security and Training LLC (“IST LLC” or “IST”) (~~www.istincs.com~~)(www.istincs.com) a ~~General~~June 30 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~~IST, LLC agreement, which closed October 20, 2022, for the acquisition is a ~~TPT Strategic~~ stock transaction ~~except for the assumption of assets and liabilities,~~ where the founder and sole interest holder, Everett Lanier ~~is to receive 2,000,000 common~~received 500,000 Preferred Series B shares of TPT Strategic ~~approximately~~that will convert to a 10% ownership of ~~the outstanding common shares upon closing, after capital restructuring, and~~TPT Strategic under certain conditions. The acquisition includes the assumption of all assets and ~~liabilities which approximate $1.6M~~certain liabilities. Everett Lanier will remain as the President and ~~$1.1M, respectively, as~~will become a Board Member of ~~December 31, 2021. Unaudited revenues~~TPT Strategic.

Originally, the Company evaluated this acquisition in accordance with ASC 805-10-55-4 to discern whether the assets and net income for ITS the year ended December 31, 2021 were approximately $2.8M and $167,000 respectively. Closing is to occur upon customary conditions being met which in large part relates to the completion of audits necessary under requirementsoperations of the ~~Securities~~assets purchased met the definition of a business. The company concluded that there are processes and ~~Exchange~~sufficient inputs into outputs. Accordingly, the Company accounted for ~~inclusion into TPT Strategic~~this transaction as a business combination and ~~TPT Global Tech consolidated financial statements.~~allocated the purchase price as follows:

~~TPT Strategic previously entered into a merger agreement with Education System Management, Inc. (“EDSM”) which was contingent on EDSM completing an audit in~~Revenue and net loss contributed by IST for the six months ~~which EDSM did not complete.~~ ended June 30, 2023 were $801,251 and $(108,196), respectively.

On ~~May 10, 2022, as part of a “Smart City” concept~~September 11, 2023, Everett Lanier and ~~to utilize its telecommunications expertise,~~ the Company ~~entered into Real Estate Sales Agreements~~agreed to ~~acquire approximately 135 acres~~a Settlement Agreement. See Note 11.

Had the acquisition of ~~land in Tuskegee, with the Gray Family Limited Partnership and Lakeside Ranch, Inc. comprised~~IST occurred on January 1, 2022, unaudited proforma results of one approximate 45 acre parcel along Tuskegee Lake and the second an approximate 85 acre parcel along route 80 heading to Auburn, Alabama. Per the agreements, TPT Global Tech will be paying approximately $1,700,000operations for the ~~properties, of which it paid a combined $10,000 in down payments. The Company has until November 11,~~six months ended June 30, 2023 and 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. would be as follows:

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

We incurred ~~$10,107,925~~$2,836,060 and ~~$3,953,524,~~$10,107,925, respectively, in losses, and we used ~~$427,346~~$483,008 and ~~$304,761,~~$427,346, respectively, in cash for operations for the six months ended June 30, ~~2022~~2023 and ~~2021.~~2022. We calculate the net cash used by operating activities by decreasing, or increasing in case of gain, our let loss by those items that do not require the use of cash such as depreciation, amortization, research and development, derivative expense or gain, gain ~~or loss~~ on extinguishment of debt and share-based compensation which totaled to a net $1,349,195 for 2023 and $7,648,197 for ~~2022 and $870,216 for 2021.~~2022.

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 six months ended June 30, ~~2022,~~2023, we had a net increase in our ~~operating~~ assets and liabilities of ~~$2,228,694~~$1,003,857 primarily from an increase in accounts payable from lag of payments for accounts payable for cash flow ~~considerations.~~considerations and increase in prepaid expenses. For the six months ended June 30, ~~2021~~2022 we had a net increase to our ~~operating~~ assets and liabilities of ~~$2,778,546~~$2,228,694 for similar reasons.

Cash flows from financing activities were ~~$32,802~~$403,196 and ~~$589,504~~$32,802 for the six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively. For the six months ended June 30, 2023, these cash flows were generated from proceeds from convertible notes of $362,344 and other notes receivable - related parties of $40,852. For the six months ended June 30, 2022, ~~these~~ cash flows were generated from proceeds from convertible notes, loans and advances of $1,256,187 offset by payment on convertible loans, advances and factoring agreements of $1,186,503 and payments on amounts payable – related parties of $36,882. For the six months ended June 30, 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 $1,771,685 offset by payments on convertible loans, advances and factoring agreements of $1,460,898.

Cash flows used in investing activities were ~~$16,297~~$0 and ~~$198,753,~~$16,297, respectively, for the six months ended June 30, ~~2022~~2023 and ~~2021~~2022 primarily related to the acquisition of property and ~~equipment.~~equipment for 2022.

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

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 is not possible with certain employees and all subcontractors that work for Blue Collar. The Company 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 $1,402,700 in PPP loans. All of these PPP loans were forgiven in the year ended December 31, 2021. The Company is also in the process of trying to raise debt and equity financing, some of which may have to be used for working capital 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 June 30, ~~2022~~2023 and December 31, ~~2021~~2022 are as follows:

	2022			2021			2023			2022
Property and equipment:
Telecommunications fiber and equipment	$	2,703,202		$	2,686,905
Medical equipment		209,499			209,499
Office furniture and equipment		77,859			77,859		$	84,180			84,180
Total property and equipment		2,990,560			2,974,263			84,180			84,180
Accumulated depreciation		(1,635,502	)		(1,325,241	)		(82,162	)		(79,616	)
Property and equipment, net	$	1,355,058		$	1,649,022		$	2,018		$	4,564

Depreciation expense was ~~$298,489~~$2,546 and ~~$319,703~~$298,489 for the six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively.

Financing arrangements as of June 30, ~~2022~~2023 and December 31, ~~2021~~2022 are as follows:

	2022			2021			2023			2022
Loans and advances (1)	$	465,092		$	941,242		$	844,053		$	844,053
Convertible notes payable (2)		4,242,923			1,162,606			3,361,729			3,054,869
Factoring agreements (3)		471,663			723,754			619,532			577,177
Debt – third party	$	5,179,678		$	2,827,602		$	4,825,314		$	4,476,099

Line of credit, related party secured by assets (4)	$	2,742,929		$	3,043,390		$	2,742,929		$	2,742,929
Debt– other related party, net of discounts (5)		2,015,500			7,450,000			2,015,500			2,015,500
Convertible debt – related party (6)		553,100			902,781			553,100			553,100
Shareholder debt (7)		12,400			49,452			45,002			4,150
Debt – related party	$	5,323,929		$	11,445,623		$	5,356,531		$	5,315,679

Total financing arrangements	$	10,503,607		$	14,273,225		$	10,181,845		$	9,791,778

Less current portion:
Loans, advances and factoring agreements – third party	$	(738,755	)	$	(1,446,571	)	$	(1,463,585	)	$	(1,276,770	)
Convertible notes payable third party		(4,242,923	)		(1,162,606	)		(3,361,729	)		(3,054,869	)
Debt – related party, net of discount		(4,770,829	)		(10,542,842	)		(4,803,431	)		(4,762,579	)
Convertible notes payable– related party		(553,100	)		(902,781	)		(553,100	)		(553,100	)
		(10,305,607	)		(14,054,800	)		(10,181,845	)		(9,647,318	)
Total long term debt	$	198,000		$	218,425		$	—		$	144,460

(1) The terms of $40,000 of this balance are similar to that of the Line of Credit which bears interest at adjustable rates, 1 month LIBOR plus 2%, ~~3.12%~~7.19% as of June 30, 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).~~amended.

$360,000 is a bank loan dated May 28, 2019 which bears interest at Prime plus 6%, ~~10.75%~~14.0% as of June 30, ~~2022~~2023 and, as amended, is interest only through October 1, ~~2022~~2023 at which time the monthly payment of principal and interest of ~~$18,000 plus interest~~$40,000 is required until the due date of May 1, 2024. The bank loan is collateralized by assets of the Company. This loan may be considered in default as the Company did not make its payment of principal and interest on October 1, 2023. The Company is in discussions with the bank to restructure this bank loan.

On June 4, 2019, the Company consummated a Securities Purchase Agreement with Odyssey Capital Funding, LLC. (“Odyssey”) for the purchase of a $525,000 Convertible Promissory Note (“Odyssey Convertible Promissory Note”). The Odyssey Convertible Promissory Note was due June 3, 2020, paid interest at the rate of 12% (24% default) per annum and gave the holder the right from time to time, and at any time during the period beginning six months from the issuance date to convert all of the outstanding balance into common stock of the Company limited to 4.99% of the outstanding common stock of the Company. The conversion price was 55% multiplied by the average of the two lowest trading prices for the common stock during the previous 20 trading days prior to the applicable conversion date. The Odyssey Convertible Promissory Note could be prepaid in full at 125% to 145% up to 180 days from origination. Through June 3, 2020, Odyssey converted $49,150 of principal and $4,116 of accrued interest into 52,961,921 shares of common stock of the Company. On June 8, 2020, Odyssey agreed to convert the remaining principal and accrued interest balance on the Odyssey Convertible Promissory Note of $475,850 and $135,000, respectively, to a term loan payable in six months in the form of a balloon payment, earlier if the Company has a funding event, bearing simple interest on the unpaid balance of 0% for the first three months and then 10% per annum thereafter. The loan was in default as of March 31, 2022. During April 2022, Odyssey accepted to exchange all of its outstanding principal and interest as of March 31, 2022 of $685,682 into 137,136 of TPT Series E Preferred Shares.

Effective September 30, 2020, we entered into a Purchase Agreement by which we agreed to purchase the 500,000 outstanding Series A Preferred shares of TPT Strategic, 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 was to be calculated after an accounting for the net sales proceeds from sale of the stock by February 28, 2021 and was to be paid in cash or stock thereafter. The Series A Preferred shares were purchased from the Michael A. Littman, Atty. Defined Benefit Plan. The $350,000 is recorded as a Note Payable. During the year ended December 31, 2021, it was determined that there was a deficiency of approximately $185,000 from net sales proceeds which is accounted for in accounts payable.

IST has a line of credit agreement with a bank in the amount of $350,000. As of June 30, 2023, this line had an outstanding balance of $349,518. The line bears interest at prime plus 2.5%. The line is automatically renewed annually and any drawn amounts are due on demand.

IST has a second line of credit agreement with a bank in the amount of $25,000. As of June 30, 2023, this line had an outstanding balance of $24,443. The line bears interest at prime plus 15.47%. The line is automatically renewed annually and any drawn amounts are due on demand.

The Company purchased all of the 500,000 Series A Super Majority Voting Preferred Shares of ASHI for a convertible note payable of $500,000 due in 180 days which bears interest at 6.0% per annum and is convertible to shares of the Company’s common stock at 85% of the volume weighted average price for the preceding 5 market trading days. The ASHI convertible note payable was valued at $508,553 upon acquisition.

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

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

On 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. Auctus converted $33,180 of principal and $142,004 of accrued interest into 376,000,000 shares of common stock of the Company prior to December 31, 2020. 2,000,000 warrants were issued in conjunction with the issuance of this debt. June 30 , 2022 and December 31, 2021 is zero. The Company recognized a gain on debt extinguishment of $7,068,339 when this Auctus Convertible Promissory Note was paid off in large part because of the related derivative liability on the books at the time of the settlement. See Note 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 December 31, 2020, EMA converted $35,366 of principal into 147,700,000 shares of common stock of the Company. As such, the principal and accrued interest balances owning to EMA at June 30, 2023 is $503,771 and $477,261, respectively. 1,000,000 warrants were issued in conjunction with the issuance of this debt. See Note 8. See below regarding derivative securities in default.

On October 6, 2021, TPT Global Tech, Inc. and FirstFire Global Opportunities Fund, LLC. entered into a convertible promissory note totaling $1,087,000 and a securities purchase agreement (“FirstFire Note”). The FirstFire Note has an original issue discount of 8% and bears interest at 10%, with a default rate of 24%, and is convertible into shares of the Company’s common stock. There is a mandatory conversion in the event a Nasdaq Listing prior to nine months from funding for which the Holder’s principal and interest balances will be converted at a price equal to 25% discount to the opening price on the first day the Company trades on Nasdaq. There is also a voluntary conversion of all principal and accrued interest at the discretion of the Holder at the lower of (1) 75% of the two lowest trade prices during the fifteen consecutive trading day period ending on the trading day immediately prior to the applicable conversion date or (2) discount to market based on subsequent financings with other investors. Subsequent debt issuances have lowered this price to $0.025 per share, adjusted to $.0075 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~~Through June 30, 2023, the Company has exercised its right to convert $462,660 of ~~the FirstFire Note~~principal into 297,000,000 shares of common shares leaving a principal and ~~securities purchase agreement can be found~~accrued interest balance at June 30, 2023 of $896,090 in ~~the Form 8-K~~principal and ~~exhibits filed on October 19, 2021.~~$577,194 in accrued interest. See below regarding derivative securities in default.

On October 13, 2021, TPT Global Tech, Inc. and Cavalry Investment Fund LP entered into a convertible promissory note totaling $271,250 and a securities purchase agreement (“Cavalry Investment Note”). The Cavalry Investment Note has an original issue discount of 8% and bears interest at 10%, with a default rate of 24%, and is convertible into shares of the Company’s common stock. There is a mandatory conversion in the event a Nasdaq Listing prior to nine months from funding for which the Holder’s principal and interest balances will be converted at a price equal to 25% discount to the opening price on the first day the Company trades on Nasdaq. There is also a voluntary conversion of all principal and accrued interest at the discretion of the Holder at the lower of (1) 75% of the two lowest trade prices during the fifteen consecutive trading day period ending on the trading day immediately prior to the applicable conversion date or (2) discount to market based on subsequent financings with other investors. Subsequent debt issuances have lowered this price to $0.025 per share, adjusted to ~~$.0075 during the three months ended March 31, 2022.~~$.0075. 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~~Through June 30, 2023, the Company has exercised its right to convert $67,000 of ~~the Cavalry Investment Note~~principal into 55,833,334 shares of common stock leaving a principal and ~~securities purchase agreement can be found in the Form 8-K~~accrued interest balance at June 30, 2023 of $272,688 and ~~exhibits filed on October 19, 2021.~~$104,872, respectively. 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~~Through June 30, 2023, the Company exercised its right to convert $192,230 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~~penalties into 168,750,000 shares of common stock leaving 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 balance at ~~the discretion~~June 30, 2023 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$826,833 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.$315,200, respectively. 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. Through June 30, 2023, Blue Lake exercised its right to convert $360,447 of principal, interest and penalties into 48,059,600 of common shares leaving a balance of $8,165 in principal and $0 of accrued interest as of June 30, 2023. 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,~~$21,510, and bears interest at 22%, and is convertible into shares of the Company’s common stock only under default, as defined. 10 payments of ~~$22,485.10~~$22,485 beginning on July 30, 2022 are to be made each month totaling ~~$224,851,00.~~$224,851. At any time following default, as defined, conversion rights exist at a discount rate of 25% of the lowest trading price for the Company’s common stock during the previous 10 trading days prior to conversion. 194,676,363 common shares of the Company have been reserved with the transfer agent for possible conversion under a default. Through June 30, 2023, 1800 Diagonal exercised its right to convert $236,094 of principal and interest into 190,987,049 of common shares leaving a balance of $0 in principal and accrued interest as of June 30, 2023. See below regarding derivative securities in default.

~~The Talos Note, Blue Lake~~On February 8, 2023, TPT Global Tech, Inc. and 1800 Diagonal ~~Notes~~Lending LLC entered into a $81,675 promissory note agreement (1800 Diagonal Note #2”). The 1800 Diagonal Note #2 has an original issue discount of 9%, or $7,425, and bears interest at 9%, 22% upon default, and is convertible into shares of the Company’s common stock only under default, as defined. Total of $81,675 plus and accrued interest is due February 8, 2024. A penalty on the principal balance has been accrued of $40,838 because of defaults of covenants on other financing arrangements. At any time following default, as defined, conversion rights exist at a discount rate of 25% of the lowest trading price for the Company’s common stock during the previous 10 trading days prior to conversion. 150,000,000 common shares of the Company have been ~~accounted~~reserved with the transfer agent for possible conversion under a default. Through June 30, 2023, 1800 Diagonal Lending LLC has not exercised its right to convert any principal or interest into common shares leaving a balance of $122,513 in principal and $11,026 in accrued interest as of June 30, 2023. See below regarding derivative ~~liabilities.~~ securities in default.

On February 9, 2023, TPT Global Tech, Inc. and FirstFire Global Opportunities Fund, LLC (“First Fire”) entered into a $330,000 promissory note agreement (Firstfire Note #2”). The FirstFire Note #2 has an original issue discount of 9%, or $30,000, and bears interest at 10%, 20% upon default, and is convertible into shares of the Company’s common stock only under default, as defined. $33,000 of interest is considered earned at the issue date. Total of $330,000 plus accrued interest is due February 8, 2024. A penalty on the principal balance has been accrued of $165,000 because of defaults of covenants on other financing arrangements. Conversion rights exist that at any time after issuance, the FirstFire Note #2 can be exchanged for shares of common stock at $.0012 per share. 350,000,000 common shares of the Company’s common stock have been reserved with the transfer agent for possible conversion. Through June 30, 2023, First Fire has not exercised its right to convert any principal or interest into common shares leaving a balance of $495,000 in principal and $44,550 in accrued interest as of June 30, 2023.

The Company ~~recorded an initial derivative expense~~entered into a convertible note payable March 27, 2023 with Michael Littman, Atty Defined Benefit Plan for the acquisition of ~~$21,781 for each~~500,000 Series A Super Majority Voting Preferred Shares of ASHI due in 180 days, bearing interest at 6.0% per annum (12% default rate) and is convertible into shares of the ~~Talos and Blue Lake notes and $211,931~~Company’s common stock at 85% of the volume weighted average price 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.~~preceding five market trading days.

The Company is in default under all of its derivative financial instruments and has accounted for these defaults under each agreements default provisions. In February 2022, the Company defaulted on its FirstFire, Cavalry Investment, and Cavalry Fund I Notes for failure to uplist within one hundred twenty (120) days from the date of the Notes. Talos, Blue Lake and 1800 Diagonal are in default from cross default provisions. In total, ~~$1,206,845~~$916,895 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 from EMA for not reserving enough shares for conversion and for not having filed a Form S-1 Registration Statement with the Securities and Exchange Commission. It was the intent of the Company to pay back all derivative securities prior to the due dates but that has not occurred in case of EMA. As such, the Company is currently in negotiations with EMA and relative to extending the due date and changing terms on the Note. The Company has been named in a lawsuit by EMA for failing to comply with a Securities Purchase Agreement entered into in June 2019. See Note 89 Other Commitments and Contingencies.

(3) $101,244 of the Factoring Agreements is 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. 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 this Factoring Agreement. The $101,244 was exchanged for 20,249 shares of Series E Preferred Stock in April 2022. As such, $0 and $101,244 in principal remained unpaid as of June 30, 2022 and December 31, 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 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 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 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 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 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. The Company is in default with this Agreement for non-payment and is working to restructure its terms. The balance outstanding as of June 30, 2023 is $301,549, net of discounts.

On April 1, 2022, the Company entered into a Future Receipts Sale and Purchase Agreement (“CLOUDFUND Agreement”) with CLOUDFUND LLC (”CLOUDFUND”). The balance to be purchased and sold is $411,000 for which the Company received $272,954, net of fees. Under the CLOUDFUND Agreement, the Company is to pay $8,935 per week for 46 weeks at an effective interest rate of approximately 36% annually. The Company is in default with this Agreement for non-payment and is working to restructure its terms. The balance outstanding as of June 30, 2023 is $244,670, net of discounts.

On April 27, 2022, the Company entered into a Future Receivables Sale and Purchase Agreement (“Fox Capital Agreement”) with Fox Capital Group, Inc. (”Fox Capital”). The balance to be purchased and sold is $138,000 for which the Company received $90,000, net of fees. Under the Fox Capital Agreement, the Company is to pay $4,313 per week for 32 weeks at an effective interest rate of approximately 36% annually. The Company is in default with this Agreement for non-payment and is working to restructure its terms. The balance outstanding as of June 30, 2023 is $73,313, net of discounts.

(4) The Line of Credit originated with a bank and was secured by the personal assets of certain shareholders of Copperhead Digital. During 2016, the Line of Credit was assigned to the Copperhead Digital shareholders, who subsequent to the Copperhead Digital acquisition by TPTG became shareholders of TPTG, and the secured personal assets were used to pay off the bank. The Line of Credit bears a variable interest rate based on the 1 Month LIBOR plus 2.0%, ~~3.22%~~7.19% as of June 30, ~~222,~~2023, is payable monthly, and is secured by the assets of the Company. 1,000,000 shares of Common Stock of the Company have been reserved internally to accomplish raising the funds to pay off the Line of Credit. Since assignment of the Line of Credit to certain shareholders, which balance on the date of assignment was $2,597,790, those shareholders have loaned the Company $445,600 under the similar terms and conditions as the line of credit but most of which were also given stock options totaling $85,120 which expired as of December 31, 2019 (see Note 8) and was due, as amended, August 31, 2020. ~~The $200,922~~$300,461 of the principal balance was exchanged for ~~40,092~~60,092 shares of Series E Preferred Stock in April 2022. See Note 7.8. 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 the Company and the former owners of the Lion Phone technology and has not been determined.

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

$1,000,000 represents a promissory note which was entered into on May 6, 2020 for the acquisition of Media Live One Platform from Steve and Yuanbing Caudle for the further development of software. This was expensed as research and development in the year ended December 31, 2020. This $1,000,000 promissory note is non-interest bearing, due after funding has been received by the Company from its various investors and other sources. Mr. Caudle is a principal with the Company’s 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 7.8. In this same agreement, the Company agreed to pay Mr. and Mrs. Caudle $1,750,000 for additional developed software that will be used with the VuMe technology which was expensed as research and development during the ~~six months~~year ended ~~June 30,~~December 31, 2022. $200,000 had been paid and was accounted for as a deposit as of December 31, ~~2021~~2021. Subsequently, this was used against the purchase price and the remainder was setup as a note ~~payable as of June 30, 2022.~~payable. $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~~$115,500 represents part 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~~$500,000 Note Payable related to the acquisition of 75% of Air Fitness, payable six months from the date of the note or as agreed by the Company out of future capital raising ~~efforts and does not accrue interest.~~

~~The $1,600,000 promissory note for the acquisition of Blue Collar and~~efforts. During 2022, $384,500 of the ~~$500,000~~ Note Payable ~~for the acquisition~~and $49,985 of ~~75% of Air Fitness~~accrued interest were exchanged for ~~shares of~~104,961 Series E Preferred ~~Stock as of June 30, 2022. See Note 7.~~Shares.

(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 was $181,981 as of December 31, 2021. As of June 30, 2022, this convertible promissory 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.

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 June 30, ~~2022,~~2023, in the amount of ~~$4,227,030~~$5,353,402 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 June 30, ~~2022.~~2023.

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 June 30, ~~2022,~~2023, the Company marked to market the fair value of the debt derivatives and determined a fair value of ~~$4,277,030~~$5,353,402 ($~~3,722,200~~5,210,611 from the convertible notes and ~~$554,830~~$142,791 from warrants) in Note 5 (2) above. The Company recorded ~~a gain~~an expense from change in fair value of debt derivatives of ~~$388,398~~$647,883 for the six months ended June 30, ~~2022.~~2023. 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 ~~123.7%~~143.8% to ~~276.4%~~260.3%, (3) weighted average risk-free interest rate of ~~1.72%~~4.49% to ~~3.01%~~5.47% (4) expected life of ~~0.36~~0.22 to ~~4.58~~3.58 years, and (5) the quoted market price of ~~$0.005~~$0.001 for the Company’s common stock.

As of June 30, ~~2022,~~2023, we had authorized 100,000,000 shares of Preferred Stock, of which certain shares had been designated as Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock.

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

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.~~2023.

The Series A Preferred Stock 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.

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,~~2023, by amendment, holders of the Series A Preferred Stock shall, collectively have the right to convert all of their Series A Preferred Stock when conversion is elected into that number of shares of Common Stock of the Company, as amended and restated July 5, 2022 by the Board of Directors and a majority of the outstanding voting shares of the Company, determined by the following formula: 60% of the 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 determined that due to the significance of the amendment, it should be accounted for as an extinguishment and fair valued the amended Series A Preferred Stock at $42,983,742, creating a deemed dividend of $39,866,742. The valuation of the amended Series A Preferred Stock was done by a qualified independent third party.

The record Holders of the Series A Preferred Stock shall 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 of other series of voting shares and the holders of Common Stock or the holders of other securities entitled to vote, if any.

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

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~~one-to-one basis.

There are 2,588,693 shares of Series B Convertible Preferred Stock outstanding as of June 30, 2023.

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

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 basis.

There are no shares of Series C Convertible Preferred Stock outstanding as of June 30, ~~2022.~~2023. There are approximately ~~$391,100~~$553,100 in convertible notes payable convertible into Series C Convertible Preferred Stock which compromise some of the common stock equivalents calculated in Note 1.

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

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

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

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

As of June 30, ~~2022,~~2023, there are 46,649 Series D Preferred shares outstanding.

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

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,~~2023, there are 2,043,507 Series E Preferred shares outstanding as a result of exchanges of accounts payable, financing arrangements and lease agreements. The Series E Preferred shares were given a fair value by a third-party valuation of $6.53 per share for which they were recorded as of ~~June 30,~~December 31, 2022. The difference between the valuation at $6.53 per share or $13,344,101 and the amount of accounts payable, financing arrangements and lease agreement balances of ~~$10,977,063~~$10,987,307 or ~~$2,367,038~~$2,356,794 was recorded as a loss on debt extinguishment for 2022.

The Series E Preferred Stock is classified as mezzanine equity as a result of the ~~six months ended June 30, 2022.~~Company not having enough authorized common shares to be able to issue common shares upon their conversion.

As of June 30, ~~2022,~~2023, we had authorized ~~2,500,000,000~~4,500,000,000 shares of Common Stock, of which ~~923,029,038~~1,723,749,021 common shares are issued and outstanding.

During the year ended December 31, ~~2020,~~2022, the Company issued ~~7,500,000~~333,871,496 common shares valued at $1,439,894 for $1,076,782 of ~~stock to Mr. Littman in accordance with its December 28~~principal, interest, penalties and ~~29, 2020 agreements as described in Note 5. These shares were included in~~fees and recorded a ~~Form S-1 filed by~~loss on extinguishment of $363,112. During the six months ended June 30, 2023, the Company issued 466,848,487 common shares valued at $804,088 for $542,324 of principal, interest, penalties and fees and recorded a gain 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~~extinguishment of ~~approximately $185,000 from net sales proceeds from sales of the shares and as such, this amount is accounted for in accounts payable as of June 30, 2022.~~$332,530.

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 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 twelve (12) months (until December 31, 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.

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

As of June 30, ~~2022,~~2023, the Company has recorded ~~$16,260~~$37,560 in stock subscription payable, which equates to the fair value on the date of commitment, of the Company’s commitment to issue the following common shares:

During the year ended December 31, 2021, the Company agreed to a consulting agreement with one of its newest directors, John Wharton, which Agreement was for the issuance of 3,000,000 shares of common stock to vest over two years starting July 30, 2021. These shares were valued at $42,600 and are being expenses at $1,775 per month. As of June 30, ~~2022, 1,375,000~~2023, 2,850,000 common shares have vested and ~~$19,525~~$40,825 expensed.

Effective November 1, 2017, the Company entered into an agreement to acquire ~~Holly wood~~Hollywood Rivera, LLC and HRS Mobile LLC (“HRS”). In March 2018, the HRS acquisition was rescinded and 3,096,181 shares of common stock which were issued as consideration are being returned by the recipients. As such, as of June 30, 2023 and 2022 the shares for the HRS transaction are reflected as subscriptions receivable based on their par value.

As of June 30, ~~2022,~~2023, there were 129,116,666 warrants outstanding that expire in five years or in the years ended December 31, 2024 -2027. As part of the Convertible Promissory Notes payable – third party issuance in Note 5, the Company issued 1,000,000 warrants to purchase 1,000,000 common shares of the Company at 70% of the current market price. Current market price means the average of the three lowest trading prices for our common stock during the ten-trading day period ending on the latest complete trading day prior to the date of the respective exercise notice. However, if a required registration statement, registering the underlying shares of the Convertible Promissory Notes, is declared effective on or before June 11, 2019 to September 11, 2019, then, while such Registration Statement is effective, the current market price shall mean the lowest volume weighted average price for our common stock during the ten-trading day period ending on the last complete trading day prior to the conversion date.

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

The warrants issued under these convertible promissory notes were considered derivative liabilities valued at ~~$554,830~~$187,745 of the total ~~$4,277,030~~$4,822,398 derivative liabilities as of ~~June 30,~~December 31, 2022. See Note 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~~employees and consultants as consideration for services rendered and that will be rendered to the Company.

In July and August 2020, the Company formed Quiklab 1 LLC, QuikLAB 2, LLC, QuikLAB 3, LLC and QuikLAB 4, LLC. QuikLAB 4, LLC was subsequently dissolved. It was the intent to use these entities as vehicles into which third parties would invest and participate in owning QuikLAB Mobile Laboratories. As of ~~March 31, 2022,~~June 30, 2023, Quiklab 1 LLC, QuikLAB 2, LLC and QuikLAB 3, LLC have received an investment of $470,000, of which Stephen Thomas and Rick Eberhardt, CEO and COO of the Company, have invested $100,000 in QuikLAB 2, LLC. During the year ended December 31, 2021, one investor entered into an agreement at their request, to have their investment returned. $10,000 of this investment was returned with the remaining $60,000 being reclassified to an accounts payable in the balance sheet as of June 30, ~~2022.~~2023.

The third party investors and Mr. Thomas and Mr. Eberhart, will benefit from owning 20% of QuikLAB Mobile Laboratories specific to their investments. The Company owns the other 80% ownership in the QuickLAB Mobile Laboratories. The net loss attributed to the non-controlling interests from the QuikLAB Mobile Laboratories included in the statement of operations for the six months ended June 30, 2023 and 2022 and ~~2021~~ is ~~$7,894~~$12 and ~~$18,841,~~$7,894, respectively.

~~InnovaQor,~~TPT Strategic, Air Fitness, ~~and~~ TPT Asia and IST are other non-controlling interests in which the Company owns ~~94%~~0%, 75%,78% and ~~78%~~0%, respectively. There is little activity in any of these ~~entities.~~entities except IST. The net loss attributed to these non-controlling interests included in the statement of operations for the six months ended June 30, 2023 and 2022 is $115,015 and ~~2021 is~~ $13,461, ~~and $23,407,~~ respectively.

~~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~~of the Agreement and Plan of Merger among TPT SpeedConnect and Asberry 22 Holdings, net income of 14% or $68,022 was accounting for as a noncontrolling interest in the ~~non-controlling interest in liabilities~~statement of ~~a license agreement valued at $3,500,000 was reflected in~~operations for the ~~consolidated balance sheet as of December 31, 2020, which was reversed in the year~~six months ended ~~December 31, 2021 when the license agreement was cancelled between all parties.~~June 30, 2023..

Accounts payable:	2022		2021		2023		2022
Related parties (1)	$	455,401	$	2,294,570	$	1,052,569	$	831,502
General operating		5,324,085		4,788,291		4,892,346		5,619,910
Accrued interest on debt (2)		1,851,286		1,546,889		2,517,994		2,095,955
Credit card balances		166,928		169,035		211,438		218,781
Accrued payroll and other expenses		227,306		211,668		1,588,382		1,041,923
Taxes and fees payable		642,640		642,640		642,640		642,640
Total	$	8,667,646	$	9,653,093	$	10,905,369	$	10,450,711

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 ~~5.1~~2.45 years.

We have various non-cancelable lease agreements for certain of our tower locations with original lease periods expiring between ~~2021~~2023 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 June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, operating lease right-of-use assets arising from operating leases were ~~$3,971,055~~$0 and ~~$4,259,758,~~$0, respectively. During the six months ended June 30, ~~2022,~~2023, cash paid for amounts included for the measurement of lease liabilities was ~~$188,723~~$95,693 and the Company recorded lease expense in the amount of ~~$1,569,313~~$208,568 in cost of sales.

The Company entered an operating agreement to lease colocation space for 5 years. This operating agreement 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. All other lease agreements for office space are under lease agreements for one year or less.

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 June 30, ~~2022.~~2023.

2022	$	4,973,218
2023		1,451,987		$	7,138,487
2024		1,165,338			797,193
2025		717,006			497,486
2026		201,450			147,486
2027					7,032
Thereafter		73,032			66,000
Total operating lease liabilities		8,582,032			8,653,459
Amount representing interest		(1,176,585	)		(387,236	)
Total net present value	$	7,405,447		$	8,266,133

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 $15,000 and $15,000 in rent and utility payments for this space for the six months ended June 30, 2023 and 2022, ~~and 2021,~~ respectively.

2022	$	696,740	$	724,812
2023		0		—
2024		0		—
2025		0		—
2026		0		—
Thereafter		0		—
Total financing lease liabilities		696,740		724,812
Amount representing interest		0		—
Total future payments (1)(2)	$	696,740	$	724,812

The Company had employment agreements with certain employees of SDM, K Telecom and Air Fitness. The agreements are such that SDM, K Telecom and Air Fitness, on a standalone basis in each case, must provide sufficient cash flow to financially support the financial obligations within the employment agreements. The employment agreements for SDM and Aire Fitness were terminated with the exchange of debt for Series E Preferred Stock. See Note 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 was guaranteed for five years whether or not Ms. Caudle is dismissed with cause. This employment agreement was effectively modified with the Software Acquisition Agreement described in Note 5 such that the Company is required to make payroll payments of $250,000 per year for five years to Ms. Caudle and payroll payments totaling $150,000 over three years to her daughter.

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 $7,614,967 in relief. The Company has filed a motion in response for which EMA has filed a motion to dismiss. The Company does not believe at this time that any negative outcome would result in more than the ~~$846,548~~$975,032 it has recorded on its balance sheet as of June 30, ~~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 for the year ended December 31, 2021. Mr. Ogren and the Company 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. This debt was completely paid off as of June 30, 2022.2023.

We have been named in a lawsuit by a collection law firm on behalf of Pinnacle Towers LLC and Crown Atlantic Company Inc., against TPT Global Tech, Inc. The claim derives from an outstanding debt by incurred by Copperhead Digital. The lawsuit is over unpaid rent that should have been paid by Copperhead Digital but was not paid. The Company believes it has several defenses to this claim and is in the process of communicating with opposing counsel for dismissal of the claims which amount to ~~$386,030.62~~$386,030 plus interest, costs and attorney fees. The Company has accounted for approximately $600,000 in payables on its consolidated balance sheet as of June 30, ~~2022~~2023 for this subsidiary payable.

~~Lawsuits~~We have been named in a lawsuit by a collection law firm on behalf of American Tower and related entities, against TPT Global Tech, Inc. The claim derives from an outstanding debt or unpaid tower lease payments. The Company believes it has several defenses to this claim and is in the process of communicating with opposing counsel for dismissal or negotiation of the claims which amounts to $2,891,886, including payment due for all future tower payments not yet incurred under various tower lease agreements. The Company has accounted for approximately $2,918,721 in payables and operating lease liabilities on its consolidated balance sheet as of June 30, 2023 for this liability. Management does not believe any negative outcome to this lawsuit would amount to more than this.

In total, lawsuits are being threatened or have been put forth by vendors in relation to tower lease payments in accordance with tower lease agreements that were entered ~~into by SpeedConnect.~~into. The claims are currently being investigated or negotiated and the amount in controversy being claimed is approximately ~~$3,500,000. The~~$3,807,072, which the Company has ~~approximately $1,700,000~~accounted for $3,966,159 in ~~accounts payable for these threatened claims~~its consolidated balance sheet as of June 30, ~~2022, 2022. The claims appear to include lease agreements that~~2023.

We have been ~~terminated~~named in lawsuits by three merchant debt companies, Mr. Advance, CLOUDFUND and ~~future payments~~Fox Capital versus TPT SpeedConnect and TPT for non-payment under the debt agreements for which the companies received judgements in the case of Mr. Advance and CLOUDFUND or a filed lawsuit in case of Fox Capital against the TPT SpeedConnect and TPT. The judgements and filed lawsuit in case of Fox Capital totaled $595,105, including legal and other fees for which the Company has $619,531 recorded in Debt Financing Agreements. We are in negotiations with these companies to restructure payment and work out acceptable terms. Management believes it will not ~~yet due, among other issues. As such,~~have to pay more than what it has recorded in accounts payable.

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

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

We are not currently involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, 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 June 30, ~~2022~~2023 and December 31, ~~2021.~~2022.

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 June 30, ~~2022,~~2023, the following shares would be issued:

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 ~~$455,401~~$1,052,569 and ~~$2,294,570,~~$831,502, respectively, as of June 30, ~~2022,~~2023, and December 31, ~~2021~~2022 related to amounts due to employees, management and members of the Board of Directors according to verbal and written agreements that have not been paid as of period end which are included in accounts payable and accrued expenses on the balance sheet. See Note 8.

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 June 30, 2023 and December 31, 2022, there are amounts due tofrom management/shareholders of $263,234 and $518,871, respectively, included in ~~financing arrangements,~~amounts receivable – related party, receivable from Mark Rowen of ~~which $8,250 is payable from the Company to Stephen J. Thomas III, CEO~~Blue Collar and Everett Lanier of ~~the Company. See note 5.~~IST.

On April 17, 2018, the CEO of the Company, Stephen Thomas, signed an agreement with New Orbit Technologies, S.A.P.I. de C.V., a Mexican corporation, (“New Orbit”), majority owned and controlled by Stephen Thomas, related to a license agreement for the distribution of TPT licensed products, software and services related to Lion Phone and VuMe 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.

~~Amortization expense was $328,114 and $369,310 for the six months ended June 30, 2022 and 2021, respectively.~~

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

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~~2023 and ~~2021,~~2022, respectively:

2022
2023
	TPT SpeedConnect			Blue Collar			TPT MedTech and QuikLABS			Corporate and other			Total			TPT SpeedConnect			Blue Collar			TPT MedTech and QuikLabs		Corporate and other			Total
Revenue	$	1,504,268			595,904			---			108,313		$	2,208,485		$	927,812			54,388			—		371,927		$	1,354,127
Cost of revenue	$	(1,404,357	)		(305,916	)		0			(68,902	)	$	(1,779,175	)	$	(171,898	)		(29,671	)		—		(265,642	)	$	(467,211	)
Net income (loss)	$	(593,826	)		116,199			(72,234	)		(3,985,589	)	$	(4,535,450	)	$	403,466			(123,430	)		9,727		(1,643,385	)	$	(1,363,349	)
Total assets	$	5,872,627			1,540,269			1,364,273			547,289		$	9,324,458		$	40,983			1,948,501			9,977		(1,269,672	)	$	719,812
Depreciation and amortization	$	(128,578	)		(2,273	)		(14,931	)		(164,484	)	$	(310,265	)	$	—			—			—		—		$	—
Derivative gain	$	0			0			0			131,374		$	131,374
Loss on debt extinguishment	$	0			0			0			(384,146	)	$	(384,146	)
Derivative gain (expense)																$	—			—			—		(550,298	)	$	(550,298	)
Gain (loss) on debt extinguishment																$	—			—			—		—			—
Interest expense	$	(234,141	)		(3,063	)		0			(2,867,734	)	$	(3,104,938	)	$	—			(2,862	)		—		(546,230	)	$	(549,092	)

2021
2022
	TPT SpeedConnect			Blue Collar			TPT MedTech and QuikLABS			Corporate and other			Total			TPT SpeedConnect			Blue Collar			TPT MedTech and QuikLABS			Corporate and other			Total
Revenue	$	1,959,818			511,454			81,458			26,490		$	2,579,180		$	1,504,268			595,904			—			108,313		$	2,208,485
Cost of sales	$	(1,520,612	)		(212,565	)		(384,233	)		(72,231	)	$	(2,189,641	)
Cost of revenue																$	(1,404,357	)		(305,916	)		—			(68,902	)	$	(1,779,175	)
Net income (loss)	$	(355,593	)		134,320			(610,830	)		(1,339,095	)	$	(2,171,198	)	$	(593,826	)		116,199			(72,234	)		(3,985,589	)	$	(4,535,450	)
Total assets	$	9,473,626			1,242,360			483,597			1,287,285		$	12,486,8,68		$	5,872,627			1,540,269			1,364,273			547,289		$	9,324,458
Depreciation and amortization	$	(153,093	)		(27,834	)		0			(168,070	)	$	(348,997	)	$	(128,578	)		(2,273	)		(14,931	)		(164,484	)	$	(310,265	)
Derivative gain	$	0			0			0			189,274		$	189,274
Loss on debt extinguishment	$	0			0			0			0		$	0
Derivative gain (expense)																$	—			—			—			131,374		$	131,374	)
Gain (loss) on debt extinguishment																$	—			—			—			(384,146	)	$	(384,374	)
Interest expense	$	(145,465	)		(6,071	)		0			(257,707	)	$	(409,243	)	$	(234,141	)		(3,063	)		—			(2,867,734	)	$	(3,104,938	)

The following tables present summary information by segment for the six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively:

2022
2023
	TPT SpeedConnect			Blue Collar			TPT MedTech and QuikLABS			Corporate and other			Total			TPT SpeedConnect			Blue Collar			TPT MedTech and QuikLABS			Corporate and other			Total
Revenue	$	3,045,734			694,484			90,315			262,115		$	4,092,648		$	1,916,613			164,529			—			804,724		$	2,885,866
Cost of sales	$	(2,166,680	)		(453,161	)		0			(182,548	)	$	(2,802,390	)	$	(941,675	)		(78,639	)		—			(550,915	)	$	(1,571,229	)
Net loss	$	(423,191	)		(107,163	)		(89,922	)		(9,487,649	)	$	(10,107,925	)
Net income (loss)																$	708,617			(261,722	)		(1,605	)		(3,282,955	)	$	(2,836,060	)
Total assets	$	5,872,627			1,540,269			1,364,273			547,289		$	9,324,458		$	40,983			1,948,501			9,977			(1,269,672	)	$	719,812
Depreciation and amortization	$	(263,796	)		(3,978	)		(29,862	)		(328,967	)	$	(626,603	)	$	—			—			—			(2,546	)	$	(2,546	)
Derivative gain	$	0			0			0			388,398		$	388,398
Loss on debt extinguishment	$	0			0			0			(2,367,038	)	$	(2,367,038	)
Derivative gain (expense)																$	—			—			—			(647,883	)	$	(647,883	)
Gain (loss) on debt extinguishment																$	—			—			—			332,530		$	332,530
Interest expense	$	(378,681	)		(5,540	)		0			(3,895,062	)	$	(4,279,283	)	$	(42,355	)		(7,328	)		—			(894,712	)	$	(944,395	)

On July ~~5, 2022,~~31, 2023, the Company and Michael Murphy, shareholder and debt holder, entered into a Conversion Shares Purchase Agreement by which Mr. Murphy has agreed to an automatic conversion of his outstanding principal debt, as well as related accrued interest if elected by Mr. Murphy, into shares of the Company’s Series E Preferred Stock or an equity stock that subsequent to the agreement the Company may have issued to any party that has favorable terms to the Series E Preferred Stock, upon the Company’s intended uplist to a major exchange in conjunction with its capital raise through the capital markets. This principal amount is $2,397,329 as of June 30, 2023.

On September 11, 2023, Everett Lanier and the Company agreed to a Settlement Agreement and Mutual Release (“IST Settlement Agreement”). The IST Settlement Agreement compromises, settles, and otherwise resolves all claims, compensation claims, benefit claims, or allowances, ownership of TPT Strategic Series B Preferred Stock, and all other potential claims between the Company or its officers, directors, shareholders, or representatives and Mr. Lanier arising from or relating to Second Parties’ activities during the period from approximately the acquisition date of IST to September 11, 2023. The Company and Mr. Lanier reached a settlement of certain matters, any payables to or from the Company from or to outside parties of TPT Strategic which would be a claim, and certain stock ownership of TPT Strategic under the terms of the Settlement Agreement.

Effective October 1, 2023, but consummated on October 26, 2023, the Company entered into an Advisory Services Agreement to provide information technology advisory services with a focus on Machine Learning and Artificial Intelligence with the objective of enhancing the Company’s various platforms. The term of the agreement is 360 days, if no default by either party, and can be renewed by written notice of at least 20 days prior to the end of each renewal term. Compensation under the agreement is such that on or before October 15, 2023, the Company shall pay $12,500 in cash or in registered Stock (free trading and unrestricted common stock, registered on Form S-1 or S-8). Subsequently, thereafter on November 15, 2023 equal to $288,000 and on December 15, 2023 equal to $100,000 with the final payment equal to $100,000 due on or before January 15, 2024 (the “Due Date”) for a total payment equal to five hundred thousand dollars, in cash or in S-8 Stock, in the form at the discretion of the Company. If the Company elects to pay the Consultant in form of S-8 Stock, it will be paid and calculated based on the lowest traded bid price for the common stock during the previous 25 trading days prior to the applicable Due Date. In no event, the value of the payment for Services made by Company will be less than USD $500,000. The Company plans to use current fundraising activities to fund the agreement or may choose to pay in common stock of the Company. The Company has agreed to reserve 325,000,000 shares of common stock with it’s transfer agent for this agreement. Besides customary initiation fees of around $16,000 and late fees of $20,000 for any installment payment or common shares not being properly reserved with the transfer agent.

On July 28, 2023, the Company entered into a Securities Purchase Agreement with Broadband Infrastructure, Inc. (“Broadband”) and Braddock Cunningham, owner, for the purchase of 100% of the ownership of Broadband for 600,000 shares of its Series E Convertible Preferred Shares Preferred Stock at a stated price of $5.00 per share or $3,000,000 and a promissory note for $6,000,000. The Series E Preferred Stock is convertible into common stock of TPT Global Tech, Inc. at a 25% discount to market with an automatic conversion upon the Company uplisting to a major U.S. Stock Exchange. The promissory note will be paid from proceeds raised from the Company’s Reg A capital raise or its proposed Form S-1 filing in conjunction with a capital raise and listing on a major US Stock Exchange. Closing to occur after consideration given and conditions met which primarily relate to standard representation of compliances, consents, and completion of Broadband’s audit.

On September 18, 2023, the Company entered into a Securities Purchase Agreement (“Tekmovil SPA”) to acquire control of Tekmovil Holdings LLC (“Tekmovil”), a company that helps smartphone and other consumer electronics brands enter, gain, and maintain share in the Latin American and North American market. OCR Ventures, LLC, Soleil AW Investment and Holdings LLC, LuCob2020, LLC and JMDG Ventures, LLC (“Sellers”) severally (and not jointly) agreed to sell 60% of the outstanding membership interests of Tekmovil in the respective amounts set forth the Tekmovil SPA for the aggregate purchase price of $40,000,000.

The acquisition for 60% ownership includes two payments totaling $40,000,000. The initial payment (“First Payment”), up to $20,000,000, can be settled either in cash (a minimum of $10,000,000) or through TPT Series E Convertible Preferred Shares at a stated price of $5.00 per share paid by October 31, 2023, unless extended by Tekmovil shareholders. Any remaining balance from the first installment will result in issuing a secured promissory note (“First Payment Note”) for the remaining balance of the First Payment bearing interest at 6% per annum and a maturity date of the earlier of (i) March 31, 2024, and (ii) a filing by TPT of a Form S-1 registration statement.

For the second portion of the purchase price (“Second Payment Note”), TPT can issue a secured convertible promissory note for $20,000,000, bearing interest at 6% per annum and a maturity date of the earlier of (i) March 31, 2024, and (ii) a filing by TPT of an Uplisting Registration Statement in connection with a primary offering of TPT’s securities and listing of TPT’s common stock on NYSE, NASDAQ or other major US stock exchange. In lieu of payment of Second Payment Note in cash, at Sellers’ sole option, the Second Payment Note may be converted into additional shares of TPT Series E Convertible Preferred Stock with a stated price of $5.00 USD per share.

It is understood by TPT and Sellers that the $40,000,000 purchase price for Transferred Interests is based upon an agreed valuation based on EBITDA of $13,000,000 for Tekmovil’s operations. TPT and Sellers further agreed that if, for the twelve (12) month period following Closing, the EBITDA calculation for the Surviving Corporation is less or more than $13,000,000, the aggregate amount of the $40,000,000 paid to Sellers shall be adjusted proportionally downward or upwards, as the case may be, by a maximum of 20% pro rata to the actual EBITDA increase or decrease. In the event the EBITDA calculation is less than $13,000,000, the Sellers shall refund such amount to TPT within 30 days following receipt of notice of the EBITDA calculation. In the event the EBITDA calculation is more than $13,000,000, TPT shall pay such amount to Buyers within 30 days following receipt of notice of the EBITDA calculation.

Furthermore, a provision allocates up to $80 million of funds raised from TPT's public offering to facilitate the restructuring of Tekmovil's senior debt through loans encompassing a 5-year term with provisions for expedited repayment to TPT.

TPT’s obligations under the First Payment Note and Second Payment Note shall be subject to a Security and Pledge Agreement, in the form attached to the SPA as Exhibit G, which includes a first priority security interest in TPT’s shares in the Surviving Corporation.

The Closing of the transactions contemplated by the SPA (the “Closing”) shall occur no later than the second business day after the fulfillment or waiver of all conditions which primarily relate to consideration given and to standard representations of compliance, consents, and completion of Tekmovil’s audit of the Tekmovil SPA (no later than March 31, 2024). The transaction is subject to the delivery of PCAOB and GAAP compliant audits through the required two years ended prior to date of closure by Tekmovil.

Following the completion of the audit which is also a condition precedent to Closing, then as soon as practicable following the Closing, the parties agree that Tekmovil will be merged with and into an agreed Shell Company which company is defined in the Tekmovil SPA as the Surviving Corporation.

TPT does not have committed financing for the transaction at this time and is seeking equity and debt through its existing Reg A capital raise, debt financing or a proposed public offering.

Subsequent to June 30, 2023, FirstFire and 1800 Diagonal exercised their rights to convert $113,000 of principal amounts into 105,000,000 of shares of common stock.

On August 6, 2023, the Board granted 1,000,000 shares of common stock of the Company to a consultant for his consulting services rendered to the Company. The shares are to be considered fully vested upon grant and represent partial payment for past services rendered.

On September 8, 2023, the Board of Directors ~~and a majority~~granted 52,830,333 shares of the common share equivalent votes amended and restated certain provisions in the Series A Preferred Stock Designation. Previously, the holder of the Series A Preferred Stock was entitled to 60% of the outstanding common stock to Edward Cabrera, Eduardo Cabrera and Mawe Capital Management, LLC for a $75,000 retainer fee in relation to raising capital. The shares are to be considered fully vested upon ~~conversion. Additionally,~~grant. The share numbers have been calculated based on the holder of the Series A Preferred Stock was allowed to 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, determined by the 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 the stated conversionaverage 5-day price per share ~~(i.e. for~~of TPTW common stock of $0.00144 to get 52,830,333 shares. The common shares will have piggyback rights and shall be registered in any filed registration form. If the ~~avoidance~~average closing price during the five prior to Friday, September 30, 2023 is more than 50% of ~~doubt – “fully diluted” as if such conversion had occurred~~the five days prior to the ~~Series A conversion.)~~

~~The record Holders~~signing of this agreement, then the ~~Series A Preferred Stock shall have~~cash difference from the ~~right~~$75,000 may be applied 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~~reduce any ~~other classes of Preferred Stock as if the conversions had taken place at the stated conversion price per share (i.e.~~Network 1 advisory fee (if there are any) 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 of other series of voting shares and the holders of Common Stock or the holders of other securities entitled to vote, if any.NASDAQ listing process.

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

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 June 30, ~~2022,~~2023, we had an accumulated deficit totaling ~~$55,039,285.~~$109,207,777. This raises substantial doubts about our ability to continue as a going concern.

For the Three Months Ended June 30, ~~2022~~2023 Compared to the Three Months Ended June 30, ~~2021~~2022

During the three months ended June 30, ~~2022,~~2023, we recognized total revenues of ~~$2,208,485~~$1,354,127 compared to the prior period of ~~$2,579,180.~~$2,208,485. The decrease is largely attributable to the decrease in internet customers from attrition and the discontinuance of unprofitable operating ~~locations.~~locations, and from the decrease in Blue Collar’s revenue for the writers and actors strike offset slightly by the increase of IST.

Gross profit for the three months ended June 30, ~~2022~~2023 was ~~$429,309~~$886,916 compared to ~~$389,539~~$429,309 for the prior period. The increase is largely ~~results of unprofitable towers being shut down which during the period has more than offset the decrease in customers.~~attributable to accounting for operating lease liabilities. Gross profit percentage ~~increased to~~is 65% in the current period versus 19% in the prior period. There is no amortization in the current period from ~~15%.~~operating lease assets because of prior year write offs.

During the three months ended June 30, ~~2022,~~2023, we ~~recognized $1,602,286~~incurred $1,152,271 in operating expenses compared to ~~$2,048,108~~$1,602,286 for the prior period. The decrease was in large part ~~is from~~attributable to no depreciation and amortization in the ~~decrease~~current period as a result of impairments taken at the end of 2022. There were also decreases in payroll and ~~general and administrative expenses~~professional fees from Blue Collar’s decreased activity from the ~~decrease~~writers and actors strike and fewer employees for TPT SpeedConnect, offset by the inclusion of IST in ~~internet customers.~~the current period.

Derivative expense of $550,298 and gains of $131,374 ~~and $189,274~~ results from the accounting for derivative financial instruments during the three months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively.

The loss on debt extinguishment of $384,146 for the ~~current~~prior period ~~ended June 30, 2022~~ results from the ~~exchange~~conversion of convertible debt to common stock and exchanges in the prior year of accounts payable, financing arrangements and lease agreement balances ~~as of June 30, 2022~~ for Series E Preferred Stock.

Interest expense ~~increased~~decreased for the three months ended June 30, ~~2022~~2023 compared to the prior period by ~~$2,695,695.~~$2,555,846. The ~~increase~~decrease comes largely from ~~the~~ amortization of debt discounts ~~and default provisions~~ on some of the Company’s derivative securities in the prior period versus that of the current period accounting for defaults in certain derivative securities.

During the three months ended June 30, ~~2022,~~2023, we recognized a net loss of $1,363,349 versus $4,535,450 ~~compared to $2,213,446~~ for the prior period. The difference ~~was~~mainly is activity in the ~~loss on extinguishment of accounts payable, financing arrangements~~prior period related to depreciation and ~~lease agreement balances, the increase in~~amortization and interest expense ~~from amortization of debt discounts and a decrease in revenue from interest customers and other reasons outlined~~explained above.

For the Six Months Ended June 30, ~~2022~~2023 Compared to the Six Months Ended June 30, ~~2021~~2022

During the six months ended June 30, ~~2022,~~2023, we recognized total revenues of ~~$4,092,648~~$2,885,866 compared to the prior period of ~~$5,291,530.~~$4,092,648. The decrease is largely attributable to the decrease in internet customers from attrition and the discontinuance of unprofitable operating ~~locations. Decreases in MedTech revenue also occurred compared to~~locations, and from the ~~prior year from a~~ decrease in ~~operations.~~Blue Collar’s revenue for the writers and actors strike offset slightly by the increase of IST.

Gross profit for the ~~three~~six months ended June 30, ~~2022~~2023 was ~~$1,290,258~~$1,314,637 compared to ~~$940,235~~$1,290,258 for the prior period. The increase is largely ~~a result of~~attributable to better margins for TPT SpeedConnect from unprofitable towers being shut down ~~which during the period more than~~ offset ~~the decrease~~partially from no margin or revenue in ~~customers in addition to gross margin contributions from Air Fitness and~~TPT Asia or TPT MedTech. Gross profit percentage ~~increased to 32%~~for the current period is 46% versus 31% for the prior period. There is no amortization in the current period from ~~18%.~~operating lease assets because of prior period write offs.

During the six months ended June 30, ~~2022,~~2023, we recognized ~~$5,141,079~~$3,264,917 in operating expenses compared to ~~$4,133,278~~$5,141,079 for the prior period. The ~~increase~~decrease was in large part attributable to the research and development expense of $1,750,000 in the ~~current~~prior period from the acquisition of a software developed by a third ~~party.~~party and decreases in depreciation and amortization resulting form impairments taken in the prior period. These were offset by an increase in professional fees in large part from the inclusion of IST in the current period.

Derivative losses of $647,883 and gains of $388,398 ~~and $374,549~~ results from the accounting for derivative financial instruments during the six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively.

The gain of $332,530 for the period ended June 30, 2023 and the loss on debt extinguishment of $2,367,038 for the ~~current~~prior period ended June 30, 2022 ~~results~~result 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 six months ended June 30, ~~2022~~2023 compared to the prior period by ~~$3,479,161.~~$3,334,888. The ~~increase~~decrease comes largely from the amortization of debt discounts and default provisions on the Company’s derivative ~~securities.~~securities in the prior period.

During the six months ended June 30, ~~2022,~~2023, we ~~recognized~~incurred a net loss of ~~$10,107,925~~$2,836,060 compared to ~~$3,953,524~~$10,107,925 for the prior period. The difference was largely from 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~~default accounting for derivative securities and depreciation and amortization in ~~revenue from interest customers and other reasons outlined above.~~the prior year versus the current period.

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 June 30, ~~2022~~2023 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

~~Lawsuits~~In total, lawsuits are being threatened or have been put forth by vendors in relation to tower lease payments in accordance with tower lease agreements that were entered ~~into by SpeedConnect.~~into. The claims are currently being investigated or negotiated and the amount in controversy being claimed is approximately ~~$3,500,000. The~~$3,807,072, which the Company has ~~approximately $1,700,000~~accounted for $3,966,159 in ~~accounts payable for these threatened claims~~its consolidated balance sheet as of June 30, ~~2022, 2022. The claims appear to include lease agreements that~~2023.

No Material Changes in Risk Factors since the disclosure contained in the Form 10-K for the year ended December 31, ~~2021.~~2022.

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, Registration Statement on Form S-1 dated October 28, 2020 and amended on January 15, 2021, Registration Statement on Form S-1 dated June 30, 2021, amended on July 6, 2021 and July 14, 2021, Registration Statement on Form S-1 dated February 25, 2022 and amended March 1, 2022, we have issued the following pursuant to conversions of amounts due under convertible promissory notes. Otherwise, we have not sold unregistered securities in the past 2 years without registering the securities under the Securities Act of 1933.

We have filed Forms with the SEC related to convertible promissory notes for which the underlying common shares have not been registered. Details of the convertible promissory notes can be found at http://sec.gov.

All of the above sales by us of our unregistered securities were made by us in reliance upon Rule 506 of Regulation D and Section 4(a)(5) of the Securities Act of 1933, as amended (the "1933 Act"). All of the individuals and/or entities that purchased the unregistered securities were primarily existing shareholders, known to us and our management, through pre-existing business relationships, as long-standing business associates and employees. All purchasers were provided access to all material information, which they requested, and all information necessary to verify such information and were afforded access to our management in connection with their purchases. All purchasers of the unregistered securities acquired such securities for investment and not with a view toward distribution, acknowledging such intent to us. All certificates or agreements representing such securities that were issued contained restrictive legends, prohibiting further transfer of the certificates or agreements representing such securities, without such securities either being first registered or otherwise exempt from registration in any further resale or disposition.

The Company is in default under all of its derivative financial instruments and ~~received notice~~has accounted for these defaults under each agreements default provisions. In February 2022, the Company defaulted on its FirstFire, Cavalry Investment, and Cavalry Fund I Notes for failure to uplist within one hundred twenty (120) days from the date of ~~such~~the Notes. Talos, Blue Lake and 1800 Diagonal are in default from cross default provisions. In total, $916,895 was recorded as interest expense representing additional principal and interest because of default. Notice of default was received from EMA for not reserving enough shares for conversion and for not having filed a Form S-1 Registration Statement with the Securities and Exchange Commission. It was the intent of the Company to pay back all derivative securities prior to the due dates but that has not occurred in case of EMA. As such, the Company is currently in negotiations with EMA and relative to extending the due ~~dates~~date and changing terms on the Note. The Company has been named in a lawsuit by EMA for failing to comply with a Securities Purchase Agreement entered into in June 2019.

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

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

		Page
	PART 1 – FINANCIAL INFORMATION

Item 1.	Financial Statements	3

	Condensed Consolidated Balance Sheets – June 30, ~~2022~~2023 (Unaudited) and December 31, ~~2021 (Audited)~~2022	3

	Condensed Consolidated Statements of Operations – ~~Six~~Three and ~~three~~Six months ended June 30, ~~2022~~2023 and ~~2021~~2022 (Unaudited)	5

	Condensed Consolidated Statements of Stockholders’ Deficit – ~~Six~~Three and ~~three~~Six months ended June 30, ~~2022~~2023 and ~~2021~~2022 (Unaudited)	6

	Condensed Consolidated Statements of Cash Flows – Six months ended June 30, ~~2022~~2023 and ~~2021~~2022 (Unaudited)	7

	Notes to the Condensed Consolidated Financial Statements (Unaudited)	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3233

Item 3.	Quantitative and Qualitative Disclosures About Market Risk – Not Applicable	3834

Item 4.	Controls and Procedures	3835

	PART II- OTHER INFORMATION

Item 1.	Legal Proceedings	3936

Item 1A.	Risk Factors – Not Applicable	4037

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds – ~~Not Applicable~~	4037

Item 3.	Defaults Upon Senior Securities	4038

Item 4.	Mine Safety Disclosure – Not Applicable	4039

Item 5.	Other Information – Not Applicable	4039

Item 6.	Exhibits	4139

	Signatures	4240

	·	the completeness and accuracy of the original bid;
	·	costs associated with scope changes;
	·	costs of labor and/or materials;
	·	extended overhead and other costs due to owner, weather, and other delays;
	·	subcontractor performance issues;
	·	changes in productivity expectations;
	·	site conditions that differ from those assumed in the original bid (to the extend contract remedies are unavailable);
	·	the availability and skill level of workers in the geographic location of the project;
	·	a change in the availability and proximity of equipment and materials; and
	·	the ability to fully and promptly recover on claims for additional contract costs.

Convertible Promissory Notes			~~1,347,984,595~~8,385,153,403
Series A Preferred Stock (1)			~~1,350,184,625~~33,480,996,660
Series B Preferred Stock			2,588,693
Series D Preferred Stock (2)			~~47,263,425~~281,867,069
Series E Preferred Stock (3)			~~2,070,422,492~~12,347,474,320
Stock Options and Warrants			129,116,666
			~~4,947,560,495~~55,257,448,912

Consideration given at fair value:
Accounts payable	$	68,025
	$	68,025

Assets acquired at fair value:
Prepaid expenses	$	4,250
Additional paid in capital		63,775
	$	68,025

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

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

	Common Stock				Subscriptions		Additional		Accumulated			Non-Controlling			Total Stockholders’
	Shares		Amount		Payable		Paid-in Capital		Deficit			Interest			Deficit
Balance as of March 31, 2023		1,723,749,021	$	1,723,749	$	32,235	$	14,907,994	$	(107,809,023	)	$	(797,313	)	$	(91,942,358	)
Subscription payable for services		—		—		5,325		—		—			—			5,325
Net loss		—		—		—		—		(1,398,754	)		35,405			(1,363,349	)
Balance as of June 30, 2023		1,723,749,021	$	1,723,749	$	37,560	$	14,907,994	$	(109,207,777	)	$	(761,908	)	$	(93,300,382	)

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

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

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

	(2)	~~(1)~~ Includes international sales for the six months ended June 30, 2023 and 2022 of $0 and $172,779 related to TPT Asia.

	(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~~Holder of the Series A Preferred Stock which is Stephen J. Thomas, is guaranteed ~~upon date of conversion 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 Astock upon conversion.) The Company would have to authorize additional shares for this to occur as only ~~2,500,000,000~~4,500,000,000 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.

Consideration given at fair value:
Note payable, net of discount	$	374,018
Credit cards assumed		48,452
Preferred shares of TPT Strategic		3,206
	$	425,676

Assets acquired at fair value:
Working capital	$	143,122
Property and equipment		2,170
Note receivable – related party		271,179
Other assets		9,205
	$	425,676

	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

	Debt Derivative Liabilities
Balance, December 31, 2021	$	4,042,910
Change in derivative liabilities from new notes payable		622,518
Change in derivative liabilities from conversion of notes payable		(493,101	)
Change in fair value of derivative liabilities at end of period – derivative expense		650,071
Balance, December 31, 2022	$	4,822,398
Change in derivative liabilities from new notes payable		477,414
Change in derivative liabilities from conversion of notes payable		(594,293	)
Change in fair value of derivative liabilities at end of period – derivative expense		647,883
Balance, June 30, 2023	$	5,353,402

Unissued shares for TPT consulting agreements	~~1,375,000~~2,875,000
Shares receivable under terminated acquisition agreement	(3,096,181	)
Net commitment	(~~1,721,181~~221,181	)

	(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~~Holder of the Series A Preferred Stock which is Stephen J. Thomas, is guaranteed ~~upon date of conversion to~~ 60% of the then 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 Astock upon conversion.) The Company would have to authorize additional shares for this to occur as only ~~2,500,000,000~~4,500,000,000 shares ~~are currently authorized.~~were authorized as of June 30, 2023.

	(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.

	Gross carrying amount		Accumulated Amortization			Net Book Value		Useful Life
Customer Base	$	697,238		(341,257	)	$	355,981	3-10
Developed Technology		4,595,600		(2,382,911	)		2,212,689		9
Film Library		957,000		(285,400	)		671,600		11
Trademarks and Tradenames		132,000		(44,143	)		87,857		12
Total intangible assets, net	$	6,381,838		(3,053,711	)	$	3,328,127

Goodwill	$	104,657		0		$	104,657

2022	$	333,965
2023		662,079
2024		662,079
2025		662,079
2026		662,079
Thereafter		345,846
	$	3,328,127

·	~~What are the material operational challenges that management and the Board of Directors are monitoring and evaluating?~~

	·	~~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.~~

·	How and to what extent have you altered your operations, such as implementing health and safety policies for employees, contractors, and customers, to deal with these challenges, including challenges related to employees returning to the workplace?

	·	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 had impaired our Blue Collar operations significantly in the prior years but which operations 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.~~

·	To the extent COVID-19 is adversely impacting your revenues, consider whether such impacts are material to your sources and uses of funds, as well as the materiality of any assumptions you make about the magnitude and duration of COVID-19’s impact on your revenues. Are any decreases in cash flow from operations having a material impact on your liquidity position and outlook?

	·	~~COVID-19 reduced our historical revenues in the past. The bans on events and gatherings were very material to our Blue Collar operations.~~

·	~~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?~~

	·	~~No.~~

·	~~Have you provided additional collateral, guarantees, or equity to obtain funding?~~

	·	~~No.~~

·	~~Have there been material changes in your cost of capital?~~

	·	~~No.~~

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

	·	~~No.~~

·	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?

	·	~~No.~~

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

	·	~~No.~~

·	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?

	·	~~Not Applicable.~~

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

	·	~~No.~~

·	~~Have you reduced your capital expenditures and if so, how?~~

	·	~~No.~~

·	~~Have you reduced or suspended share repurchase programs or dividend payments?~~

	·	~~No.~~

·	~~Have you ceased any material business operations or disposed of a material asset or line of business?~~

	·	~~No.~~

·	~~Have you materially reduced or increased your human capital resource expenditures?~~

	·	~~Yes, we previously reduced staff for Blue Collar and are using more contractors for current work.~~

·	~~Are any of these measures temporary in nature, and if so, how long do you expect to maintain them?~~

	·	~~These measures were temporary and are starting to be changed.~~

·	~~What factors will you consider in deciding to extend or curtail these measures?~~

	·	~~We are opening up and allow operations as much as possible.~~

·	~~What is the short- and long-term impact of these reductions on your ability to generate revenues and meet existing and future financial obligations?~~

	·	~~There is no impact of these reductions upon our ability to generate revenues or meet financial obligations.~~

·	~~Are you able to timely service your debt and other obligations?~~

	·	~~Yes, for most debt instruments.~~

·	~~Have you taken advantage of available payment deferrals, forbearance periods, or other concessions? What are those concessions and how long will they last?~~

	·	~~Yes.~~

·	~~Do you foresee any liquidity challenges once those accommodations end?~~

	·	~~Possibly, if creditors demand all deferrals at once rather than payment over time as indicated.~~

·	~~Have you altered terms with your customers, such as extended payment terms or refund periods, and if so, how have those actions materially affected your financial condition or liquidity?~~

	·	~~We have not altered terms with customers.~~

·	~~Did you provide concessions or modify terms of arrangements as a landlord or lender that will have a material impact?~~

	·	~~No.~~

·	~~Have you modified other contractual arrangements in response to COVID-19 in such a way that the revised terms may materially impact your financial condition, liquidity, and capital resources?~~

	·	~~Possibly, if creditors demand all deferrals at once rather than payment over time as indicated.~~

·	~~Are you relying on supplier finance programs, otherwise referred to as supply chain financing, structured trade payables, reverse factoring, or vendor financing, to manage your cash flow?~~

	·	~~Yes.~~

·	~~Have these arrangements had a material impact on your balance sheet, statement of cash flows, or short- and long-term liquidity and if so, how?~~

	·	~~No.~~

·	~~What are the material terms of the arrangements?~~

	·	~~Most vendors situations now provide up to 30 days terms; but a good portion has now returned to normal payment terms.~~

·	~~Did you or any of your subsidiaries provide guarantees related to these programs?~~

	·	~~No.~~

·	~~Do you face a material risk if a party to the arrangement terminates it?~~

	·	~~No.~~

·	~~What amounts payable at the end of the period relate to these arrangements, and what portion of these amounts has an intermediary already settled for you?~~

	·	~~There have been no settlements. Most related to up to 30 days with telecommunications vendors and payments are being included in planned cash flows.~~

·	Have you assessed the impact material events that occurred after the end of the reporting period, but before the financial statements were issued, have had or are reasonably likely to have on your liquidity and capital resources and considered whether disclosure of subsequent events in the financial statements and known trends or uncertainties in MD&A is required?

	·	~~There are no material events occurring after the end of the reporting period but before financial statements were issued which would have any affect on liquidity or capital resources and there are no~~ ~~new~~ ~~trends or uncertainties needed to be disclosed.~~

·	~~How does a loan impact your financial condition, liquidity and capital resources?~~

	·	~~We have no government loans, except PPP loans that have been forgiven.~~

·	~~What are the material terms and conditions of any assistance you received, and do you anticipate being able to comply with them?~~

	·	~~PPP loans only and they have been forgiven.~~

·	~~Do those terms and conditions limit your ability to seek other sources of financing or affect your cost of capital?~~

	·	~~No.~~

·	Do you reasonably expect restrictions, such as maintaining certain employment levels, to have a material impact on your revenues or income from continuing operations or to cause a material change in the relationship between costs and revenues?

	·	~~No.~~

·	~~Once any such restrictions lapse, do you expect to change your operations in a material way?~~

	·	~~No.~~

·	~~Are you taking advantage of any recent tax relief, and if so, how does that relief impact your short- and long-term liquidity?~~

	·	~~We are using payroll tax deferrals allowed by the tax relief programs.~~

·	~~Do you expect a material tax refund for prior periods?~~

	·	~~No.~~

·	~~Does the assistance involve new material accounting estimates or judgments that should be disclosed or materially change a prior critical accounting estimate?~~

	·	~~No.~~

·	~~What accounting estimates were made, such as the probability a loan will be forgiven, and what uncertainties are involved in applying the related accounting guidance?~~

	·	~~We have recognized forgiveness of all PPP loans.~~

·	~~Are there conditions and events that give rise to the substantial doubt about the company’s ability to continue as a going concern?~~

	·	Yes. There was concern about our ability to continue as a going concern prior to COVID 19, however the continuation of COVID-19 restrictions may hamper Blue Collar from operating and generating revenues at full capacity.

·	~~For example, have you defaulted on outstanding obligations?~~

	·	~~Yes, but not because of COVID-19.~~

·	~~Have you faced labor challenges or a work stoppage?~~

	·	~~No.~~

·	~~What are your plans to address these challenges?~~

	·	~~At the point of allowing full operations for Blue Collar and film production companies to fully operate.~~

·	~~Have you implemented any portion of those plans?~~

	·	~~No, it’s a matter of allowing Blue Collar to fully operate and trying to raise money and fund operational plans.~~

2023 Conversions
	Date	Principal		Accrued Int & Fees		Share Amounts		Price Per Share
FirstFire	2/14/2023		60,000		—		50,000,000		0.0012
	2/27/2023		78,000		—		65,000,000		0.0012
	3/14/2023		78,000		—		65,000,000		0.0012
	7/24/2023		96,000				80,000,000		0.0012
			312,000		—		260,000,000

Cavalry Investment	1/30/2023		22,000				18,333,334		0.0012
	2/17/2023		27,000		—		22,500,000		0.0012
			49,000		—		40,833,334

Cavalry Fund I	1/30/2023		44,000				36,666,667		0.0012
	2/17/2023		54,000		—		45,000,000		0.0012
	3/8/2023		33,230		—		36,922,043		0.0009
			131,230		—		118,588,710

1800 Diagonal	1/4/2023		35,000				31,818,182		0.0011
	1/6/2023		40,000		—		36,363,636		0.0011
	1/17/2023		50,000		—		41,666,667		0.0012
	1/20/2023		21,094		—		17,577,958		0.0012
	8/10/23		17,000				25,000,000		0.0007
			163,094		—		152,426,443

Total Conversions 2023			655,324		—		571,848,487

2022 Conversions
	Date	Principal		Accrued Int & Fees		Share Amounts		Price Per Share
FirstFire	9/15/2022		59,160		—		17,000,000		0.0035
	10/19/2022		61,875		—		50,000,000		0.0012
	12/14/2022		125,625		—		50,000,000		0.0025
			246,660		—		117,000,000

Talos	9/1/2022		271,750		28,925		40,090,000		0.0075
			271,750		28,925		40,090,000

Blue Lake	9/8/2022		263,585		96,863		48,059,600		0.0075
			263,585		96,863		48,059,600

Cavalry Investment	11/15/2022		18,000		—		15,000,000		0.0012
			18,000		—		15,000,000

Cavalry Fund I	10/25/2022		—		25,000		20,161,290		0.0012
	11/15/2022		36,000		—		30,000,000		0.0012
			36,000		—		50,161,290

1800 Diagonal	11/17/2022		25,000		—		20,833,333		0.0012
	12/22/2022		40,000		—		20,000,000		0.0020
	12/30/2022		25,000		—		22,727,273		0.0011
			90,000		—		63,560,606

Total Conversions 2022			925,995		147,288		333,871,496

Exhibit No.		Description
31.1		Certification of Chief Executive Officer Pursuant to Rule 13a–14(a) or 15d-14(a) of the Securities Exchange Act of 1934
31.2		Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934
32.1		Certification of Chief Executive Officer under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of Chief Financial Officer under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as an Inline XBRL document and included in Exhibit 101)

	TPT GLOBAL TECH, INC.
	(Registrant)

Dated: ~~August 22, 2022~~October 27, 2023	By:	/s/ Stephen J. Thomas, III
		Stephen J. Thomas, III
		(Chief Executive Officer, Principal Executive Officer)

Dated: ~~August 22, 2022~~October 27, 2023	By:	/s/ Gary L. Cook
		Gary L. Cook
		(Chief Financial Officer, Principal Accounting Officer)