Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2020 | |
Document And Entity Information | |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | This is an Amendment No. 1 to a Prospectus on Form S-1 (“Prospectus”) filed by TPT Global Tech, Inc. (the “Company”). The Prospectus was originally filed by the Company on October 28, 2020. The purpose of this Amendment No. 1 is to (i) include the information contained in the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2020, that was filed with the SEC on November 23, 2020 and (ii) update certain other information in the Prospectus. |
Document Period End Date | Sep. 30, 2020 |
Entity Registrant Name | TPT GLOBAL TECH, INC. |
Entity Central Index Key | 0001661039 |
Entity Filer Category | Non-accelerated Filer |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Entity Small Business | true |
Entity Incorporation State Country Code | FL |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Current Assets: | |||
Cash and cash equivalents | $ 269,957 | $ 192,172 | $ 31,786 |
Accounts receivable, net | 215,727 | 379,805 | 48,922 |
Prepaid expenses and other current assets | 148,513 | 48,648 | 36,111 |
Total current assets | 634,197 | 620,625 | 116,819 |
Non-Current Assets: | |||
Property and equipment, net | 4,175,333 | 4,423,148 | 3,046,942 |
Operating lease right of use assets | 4,531,784 | 3,886,045 | 0 |
Intangible assets, net | 4,827,998 | 5,369,083 | 6,671,582 |
Goodwill | 1,640,099 | 1,050,366 | 924,361 |
Deposits and other assets | 150,631 | 104,486 | 62,013 |
Total non-current assets | 15,325,845 | 14,833,128 | 10,704,898 |
Total assets | 15,960,042 | 15,453,753 | 10,821,717 |
Current Liabilities: | |||
Accounts payable and accrued expenses | 7,761,710 | 6,543,635 | 4,993,970 |
Deferred revenue | 433,277 | 305,741 | 6,450 |
Customer liability | 338,725 | 338,725 | 338,725 |
Current portion of loans, advances and agreements | 2,062,544 | 344,758 | 716,936 |
Current portion of convertible notes payable, net of discounts | 1,711,098 | 2,101,649 | 10,000 |
Notes payable - related parties, net of discount | 10,668,612 | 9,297,078 | 9,137,982 |
Current portion of convertible notes payable - related parties, net of discounts | 904,881 | 534,381 | 202,688 |
Derivative liabilities | 6,582,252 | 8,836,514 | 0 |
Current portion of operating lease liabilities | 2,010,102 | 1,921,843 | 0 |
Financing lease liabilitiy | 0 | 0 | 138,774 |
Financing lease liability - related party | 750,964 | 626,561 | 598,490 |
Total current liabilities | 33,224,165 | 30,850,885 | 16,144,015 |
Non-Current Liabilities: | |||
Loans, advances and agreements, net of current portion and discounts | 902,551 | 1,000,500 | 0 |
Convertible note payable, net of current portion and discounts | 0 | 0 | 5,000 |
Convertible notes payable - related parties, net of current portion and discounts | 18,000 | 388,500 | 599,200 |
Long term portion of operating lease liabilities | 2,716,507 | 2,009,737 | 0 |
Total non-current liabilities | 3,637,058 | 3,398,737 | 604,200 |
Total liabilties | 36,861,223 | 34,249,622 | 16,748,215 |
Commitments and contingencies | |||
Total mezzanine equity | 4,794,473 | 0 | 0 |
Stockholders' Deficit: | |||
Common stock | 858,563 | 177,630 | 136,954 |
Subscriptions payable | 811,234 | 574,256 | 168,006 |
Additional paid-in capital | 10,523,169 | 13,279,749 | 12,567,881 |
Accumulated deficit | (37,692,263) | (32,831,093) | (18,802,928) |
Total TPT Global Tech, Inc. stockholders' deficit | (25,499,297) | (18,795,869) | (5,926,498) |
Non-controlling interests | (196,357) | 0 | 0 |
Total stockholders' deficit | (25,695,654) | (18,795,869) | (5,926,498) |
Total liabilities and stockholders' deficit | 15,960,042 | 15,453,753 | 10,821,717 |
Series A Preferred Stock | |||
Non-Current Liabilities: | |||
Total mezzanine equity | 3,117,000 | 0 | 0 |
Stockholders' Deficit: | |||
Preferred stock | 0 | 1,000 | 1,000 |
Series B Preferred Stock | |||
Non-Current Liabilities: | |||
Total mezzanine equity | 1,677,473 | 0 | 0 |
Stockholders' Deficit: | |||
Preferred stock | 0 | 2,589 | 2,589 |
Series C Preferred Stock | |||
Stockholders' Deficit: | |||
Preferred stock | 0 | 0 | 0 |
Series D Preferred Stock | |||
Stockholders' Deficit: | |||
Preferred stock | $ 0 | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 |
Common stock, issued | 858,562,371 | 177,629,939 | 136,953,904 |
Common stock, outstanding | 858,562,371 | 177,629,939 | 136,953,904 |
Series A Preferred Stock | |||
Mezzanine stock, authorized | 1,000,000 | 1,000,000 | 0 |
Mezzanine stock, issued | 1,000,000 | 1,000,000 | 0 |
Mezzanine stock, outstanding | 1,000,000 | 1,000,000 | 0 |
Preferred stock, authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, issued | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, outstanding | 1,000,000 | 1,000,000 | 1,000,000 |
Series B Preferred Stock | |||
Mezzanine stock, authorized | 3,000,000 | 3,000,000 | 0 |
Mezzanine stock, issued | 2,588,693 | 2,588,693 | 0 |
Mezzanine stock, outstanding | 2,588,693 | 2,588,693 | 0 |
Preferred stock, authorized | 3,000,000 | 3,000,000 | 3,000,000 |
Preferred stock, issued | 2,588,693 | 2,588,693 | 2,588,693 |
Preferred stock, outstanding | 2,588,693 | 2,588,693 | 2,588,693 |
Series C Preferred Stock | |||
Preferred stock, authorized | 3,000,000 | 3,000,000 | 3,000,000 |
Preferred stock, issued | 0 | 0 | 0 |
Preferred stock, outstanding | 0 | 0 | 0 |
Series D Preferred Stock | |||
Preferred stock, authorized | 20,000,000 | 20,000,000 | 20,000,000 |
Preferred stock, issued | 0 | 0 | 0 |
Preferred stock, outstanding | 0 | 0 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues: | ||||||
Total revenues | $ 2,786,610 | $ 3,617,500 | $ 8,619,354 | $ 6,207,431 | $ 10,212,377 | $ 937,069 |
Cost of Sales: | ||||||
Total costs of sales | 1,825,423 | 2,174,697 | 5,563,100 | 3,925,013 | 5,912,001 | 1,749,034 |
Gross profit (loss) | 961,187 | 1,442,803 | 3,056,254 | 2,282,418 | 4,300,376 | (811,965) |
Expenses: | ||||||
Sales and marketing | 47,568 | 1,746 | 112,575 | 46,063 | 55,882 | 58,712 |
Professional | 717,321 | 450,968 | 1,472,043 | 1,447,421 | 1,888,047 | 1,695,053 |
Payroll and related | 664,278 | 480,524 | 1,910,416 | 1,045,083 | 1,513,050 | 802,142 |
General and administrative | 445,715 | 521,824 | 1,330,427 | 1,138,091 | 1,542,886 | 802,772 |
Research and development | 0 | 0 | 1,000,000 | 0 | 0 | 0 |
Depreciation | 263,683 | 168,655 | 781,050 | 368,362 | 591,069 | 213,823 |
Amortization | 182,735 | 83,811 | 548,205 | 643,942 | 868,622 | 760,350 |
Total expenses | 2,321,300 | 1,707,528 | 7,154,716 | 4,688,962 | 6,459,556 | 4,332,852 |
Operating income (loss) | (1,360,113) | (264,725) | (4,098,462) | (2,406,545) | (2,159,180) | (5,144,817) |
Other Income (Expense): | ||||||
Derivative gain (expense) | 223,229 | 4,533,794 | (176,790) | (3,572,107) | (7,476,908) | 0 |
Gain (loss) on debt extinguishment | 0 | 0 | 1,252,131 | 0 | 0 | 0 |
Loss (gain) on conversions and settlements of debt and notes payable | 0 | 5,695 | (775,650) | 5,695 | 138,815 | 0 |
Impairment of goodwill and intangible assets | (949,872) | 0 | ||||
Interest expense | (248,158) | (1,287,966) | (1,082,259) | (2,565,404) | ||
Total other income (expenses) | (24,929) | 3,251,523 | (782,568) | (6,131,816) | (11,868,985) | (232,672) |
Net income (loss) before income taxes | (1,385,042) | 2,986,798 | (4,881,030) | (8,538,360) | (14,028,165) | (5,377,489) |
Income taxes | 0 | 0 | 0 | 0 | 0 | 0 |
Net income (loss) before non-controlling interests | (1,385,042) | 2,986,798 | (4,881,030) | (8,538,360) | (14,028,165) | (5,377,489) |
Net loss attributable to non-controlling interests | (19,860) | 0 | (19,860) | 0 | 0 | 0 |
Net income (loss) attributable to TPT Global Tech, Inc. shareholders | $ (1,365,182) | $ 2,986,798 | $ (4,861,170) | $ (8,538,360) | $ (14,028,165) | $ (5,377,489) |
Income (loss) per common share: basic and diluted | $ .00 | $ 0.02 | $ (0.01) | $ (0.06) | $ (0.10) | $ (0.04) |
Weighted-average common shares outstanding: basic and diluted | 857,617,316 | 137,084,846 | 696,347,551 | 136,998,031 | 141,594,930 | 136,953,904 |
Products | ||||||
Revenues: | ||||||
Total revenues | $ 7,200 | $ 4,950 | $ 35,291 | $ 38,719 | $ 53,605 | $ 119,860 |
Cost of Sales: | ||||||
Total costs of sales | 7,155 | 4,950 | 34,455 | 40,550 | 55,470 | 121,904 |
Services | ||||||
Revenues: | ||||||
Total revenues | 2,779,410 | 3,612,550 | 8,584,063 | 6,168,712 | 10,158,772 | 817,209 |
Cost of Sales: | ||||||
Total costs of sales | $ 1,818,268 | $ 2,169,747 | $ 5,528,645 | $ 3,884,463 | $ 5,856,531 | $ 1,627,130 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($) | Series A Preferred Stock | Series B Preferred Stock | Common Stock | Subscription Payable (Receivable) | Additional Paid-in Capital | Accumulated Deficit | Noncontrolling Interest | Total |
Beginning balance, shares at Dec. 31, 2017 | 1,000,000 | 2,588,693 | 136,953,904 | |||||
Beginning balance, amount at Dec. 31, 2017 | $ 1,000 | $ 2,589 | $ 136,954 | $ 25,235 | $ 10,341,442 | $ (13,425,439) | $ 0 | $ (2,918,219) |
Common stock contributed by officer for services | 169,271 | 729,252 | 898,523 | |||||
Issuance of stock options | 256,187 | 256,187 | ||||||
Conversion of debt for subscription payable | 2,000 | 2,000 | ||||||
Cash received for acquisition of common shares | 367,500 | 367,500 | ||||||
Common stock contributed by officer for subscriptions payable | (35,000) | 35,000 | 0 | |||||
Common stock contributed by officer for acquisition | 6,500 | 838,500 | 845,000 | |||||
Net income (loss) | (5,377,489) | (5,377,489) | ||||||
Ending balance, shares at Dec. 31, 2018 | 1,000,000 | 2,588,693 | 136,953,904 | |||||
Ending balance, amount at Dec. 31, 2018 | $ 1,000 | $ 2,589 | $ 136,954 | 168,006 | 12,567,881 | (18,802,928) | 0 | (5,926,498) |
Issuance of stock options | 140,670 | |||||||
Issuance of stock and stock options for services | 304,689 | 140,670 | 445,359 | |||||
Conversion of debt, shares | 2,073,721 | |||||||
Conversion of debt, amount | $ 2,074 | 124,589 | 126,663 | |||||
Net income (loss) | (8,538,360) | (8,538,360) | ||||||
Ending balance, shares at Sep. 30, 2019 | 1,000,000 | 2,588,693 | 136,953,904 | |||||
Ending balance, amount at Sep. 30, 2019 | $ 1,000 | $ 2,589 | $ 136,954 | 472,695 | 12,833,140 | (27,341,287) | 0 | (13,892,835) |
Beginning balance, shares at Dec. 31, 2018 | 1,000,000 | 2,588,693 | 136,953,904 | |||||
Beginning balance, amount at Dec. 31, 2018 | $ 1,000 | $ 2,589 | $ 136,954 | 168,006 | 12,567,881 | (18,802,928) | 0 | (5,926,498) |
Common stock contributed by officer for services | 406,250 | 406,250 | ||||||
Issuance of stock options | 140,668 | 140,668 | ||||||
Common stock issued for convertible promissory notes, shares | 40,676,035 | |||||||
Common stock issued for convertible promissory notes, amount | $ 40,676 | 571,200 | 611,876 | |||||
Net income (loss) | (14,028,165) | (14,028,165) | ||||||
Ending balance, shares at Dec. 31, 2019 | 1,000,000 | 2,588,693 | 177,629,939 | |||||
Ending balance, amount at Dec. 31, 2019 | $ 1,000 | $ 2,589 | $ 177,630 | 574,256 | 13,279,749 | (32,831,093) | 0 | (18,795,869) |
Beginning balance, shares at Jun. 30, 2019 | 1,000,000 | 2,588,693 | 136,953,904 | |||||
Beginning balance, amount at Jun. 30, 2019 | $ 1,000 | $ 2,589 | $ 136,954 | 371,132 | 12,681,369 | (30,328,085) | 0 | (17,135,041) |
Issuance of stock and stock options for services | 101,563 | 27,182 | 128,745 | |||||
Conversion of debt, shares | 2,073,721 | |||||||
Conversion of debt, amount | $ 2,074 | 124,589 | 126,663 | |||||
Net income (loss) | 2,986,798 | 2,986,798 | ||||||
Ending balance, shares at Sep. 30, 2019 | 1,000,000 | 2,588,693 | 136,953,904 | |||||
Ending balance, amount at Sep. 30, 2019 | $ 1,000 | $ 2,589 | $ 136,954 | 472,695 | 12,833,140 | (27,341,287) | 0 | (13,892,835) |
Beginning balance, shares at Dec. 31, 2019 | 1,000,000 | 2,588,693 | 177,629,939 | |||||
Beginning balance, amount at Dec. 31, 2019 | $ 1,000 | $ 2,589 | $ 177,630 | 574,256 | 13,279,749 | (32,831,093) | 0 | (18,795,869) |
Common stock issuable for director services | 236,978 | 236,978 | ||||||
Equity interest in QuikLABS issued for cash | 288,000 | 72,000 | 360,000 | |||||
Acquisition of Aire Fitness | (29,439) | (29,439) | ||||||
Common stock issued for settlement of liability, shares | 1,000,000 | |||||||
Common stock issued for settlement of liability, amount | $ 1,000 | 57,000 | 58,000 | |||||
Reclassification of preferred stock as mezzanine, shares | (1,000,000) | (2,588,693) | ||||||
Reclassification of preferred stock as mezzanine, amount | $ (1,000) | $ (2,589) | (4,790,884) | (4,794,473) | ||||
Issuance of stock options | 0 | |||||||
Common stock issued for convertible promissory notes, shares | 679,932,432 | |||||||
Common stock issued for convertible promissory notes, amount | $ 679,933 | 1,470,246 | 2,150,179 | |||||
InnovaQor merger | 219,058 | (219,058) | 0 | |||||
Net income (loss) | (4,861,170) | (19,860) | (4,881,030) | |||||
Ending balance, shares at Sep. 30, 2020 | 0 | 0 | 858,562,371 | |||||
Ending balance, amount at Sep. 30, 2020 | $ 0 | $ 0 | $ 858,563 | 881,234 | 10,523,169 | (37,692,263) | (196,357) | (25,695,654) |
Beginning balance, shares at Jun. 30, 2020 | 0 | 0 | 857,562,371 | |||||
Beginning balance, amount at Jun. 30, 2020 | $ 0 | $ 0 | $ 857,563 | 777,380 | 9,959,111 | (36,327,081) | 0 | (24,733,027) |
Common stock issuable for director services | 33,854 | 33,854 | ||||||
Equity interest in QuikLABS issued for cash | 288,000 | 72,000 | 360,000 | |||||
Acquisition of Aire Fitness | (29,439) | (29,439) | ||||||
Common stock issued for settlement of liability, shares | 1,000,000 | |||||||
Common stock issued for settlement of liability, amount | $ 1,000 | 57,000 | 58,000 | |||||
InnovaQor merger | 219,058 | (219,058) | 0 | |||||
Net income (loss) | (1,365,182) | (19,860) | (1,385,042) | |||||
Ending balance, shares at Sep. 30, 2020 | 0 | 0 | 858,562,371 | |||||
Ending balance, amount at Sep. 30, 2020 | $ 0 | $ 0 | $ 858,563 | $ 881,234 | $ 10,523,169 | $ (37,692,263) | $ (196,357) | $ (25,695,654) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash Flows From Operating Activities: | ||||
Net loss | $ (4,881,030) | $ (8,538,360) | $ (14,028,165) | $ (5,377,489) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation | 781,050 | 368,362 | 591,069 | 213,823 |
Amortization | 548,205 | 643,942 | 868,622 | 760,350 |
Amortization of debt discounts | 510,437 | 2,029,978 | 2,797,185 | 0 |
Promissory note issued for research and development | 1,000,000 | 0 | 0 | 0 |
Accretion of interest | 0 | 0 | 0 | 29,681 |
Gain (loss) on conversions and settlements of debt and notes payable | 775,650 | (5,695) | (138,815) | 0 |
Derivative expense | 176,790 | 3,572,107 | ||
Gain on extinguishment of debt | (1,252,131) | 0 | 0 | 0 |
Impairment of goodwill and intangible assets | 0 | 0 | 949,877 | 0 |
Interest expense default penalty | 0 | 0 | 0 | 0 |
Share-based compensation: common stock | 236,978 | 304,689 | 406,250 | 864,079 |
Share-based compensation: stock options | 0 | 140,670 | 140,668 | 256,187 |
Note payable - InnovaQor merger | 350,000 | 0 | ||
Changes in operating assets and liabilities: | ||||
Accounts receivable | 186,328 | (144,251) | (330,883) | 232,218 |
Prepaid expenses and other assets | (146,010) | 92,715 | 57,340 | 19,805 |
Accounts payable and accrued expenses | 1,220,222 | 578,398 | 766,867 | 1,482,590 |
Deferred revenue | 0 | 0 | 69,291 | 602,349 |
Operating lease right of use assets and liabilities | 149,290 | 0 | 45,535 | 0 |
Other liabilities | 127,536 | (75,544) | 0 | 0 |
Net cash used in operating activities | (216,685) | (1,032,989) | (328,251) | (916,407) |
Cash Flows From Investing Activities: | ||||
Cash paid for acquisition of assets of SpeedConnect | 0 | (798,386) | 0 | 0 |
Acquisition of property and equipment | (429,886) | 0 | (103,515) | (1,336) |
Payment for business acquisitions, net of cash acquired | 0 | 0 | (798,386) | 41,950 |
Net cash provided by (used in) investing activities | (429,886) | (798,386) | (901,901) | 40,614 |
Cash Flows From Financing Activities: | ||||
Proceeds from sale of non-controlling interests in QuikLABS | 360,000 | 0 | ||
Proceeds from stock subscriptions | 0 | 367,500 | ||
Proceeds from convertible notes and notes payable - related parties | 2,400 | 512,419 | 293,707 | 574,694 |
Proceeds from convertible notes, loans and advances | 1,311,800 | 2,689,675 | 2,613,047 | 20,000 |
Payments on loans, advances and agreements | (1,440,139) | (76,136) | ||
Payment on loans, advances and factoring agreements | (818,978) | (1,148,976) | ||
Payments on convertible notes and amounts payable - related parties | (130,866) | (15,807) | (50,720) | 0 |
Proceeds from lease agreement | 103,349 | 0 | ||
Payments on financing lease liabilities | 0 | (9,889) | (25,357) | (14,859) |
Net cash provided by financing activities | 724,356 | 2,027,422 | 1,390,538 | 871,199 |
Net change in cash | 77,785 | 196,047 | 160,386 | (4,594) |
Cash and cash equivalents - beginning of period | 192,172 | 31,786 | 31,786 | 36,380 |
Cash and cash equivalents - end of period | 269,957 | 227,833 | 192,172 | 31,786 |
Supplemental Cash Flow Information: | ||||
Cash paid for: interest | 120,605 | 9,857 | 0 | 11,292 |
Cash paid for: taxes | 0 | 0 | 0 | 0 |
Non-Cash Investing and Financing Activities: | ||||
Debt discount on factoring agreement | 216,720 | 2,011,600 | 0 | 0 |
Discount on derivative financial instruments | 0 | 0 | 1,774,000 | 0 |
Common stock issued for prepaid expenses | 0 | 0 | 0 | 479,250 |
Common stock issued for acquisition of Blue Collar | 0 | 0 | 0 | 845,000 |
Note Payable issued for acquisition, net of discount | 0 | 0 | 0 | 1,533,217 |
Stock subscription for conversion of debt | 0 | 0 | 0 | 2,000 |
Liabilities assumed in SpeedConnect asset acquisition | 0 | 1,894,964 | 7,057,041 | 0 |
Operating lease liabilities and right of use assets | 0 | 5,003,178 | 611,876 | 0 |
Common stock issued in conversion of convertible notes | 2,258,637 | 0 | 0 | 0 |
Convertible preferred Series A and B reclassified to mezzanine equity | 4,790,884 | 0 | 0 | 0 |
Acquisition of Aire Fitness - liabilities assumed | 641,869 | 0 | 0 | 0 |
InnovaQor merger - Non-controlling interest in intercompany liabilities assumed | 219,058 | 0 | 0 | 0 |
Acquisition of property and equipment under finance lease | $ 103,349 | $ 0 | $ 0 | $ 0 |
DESCRIPTION OF BUSINESS AND SUM
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Nature of Operations The Company was originally incorporated in 1988 in the state of Florida. TPT Global, Inc., a Nevada corporation formed in June 2014, merged with Ally Pharma US, Inc., a Florida corporation, (“Ally Pharma”, formerly known as Gold Royalty Corporation) in a “reverse merger” wherein Ally Pharma issued 110,000,000 shares of Common Stock, or 80% ownership, to the owners of TPT Global, Inc. in exchange for all outstanding common stock of TPT Global Inc. and Ally Pharma agreed to change its name to TPT Global Tech, Inc. (jointly referred to as “the Company” or “TPTG”). The following acquisitions have resulted in entities which have been consolidated into TPTG. In 2014 the Company acquired all the assets of K Telecom and Wireless LLC (“K Telecom”) and Global Telecom International LLC (“Global Telecom”). Effective January 31, 2015, TPTG completed its acquisition of 100% of the outstanding stock of Copperhead Digital Holdings, Inc. (“Copperhead Digital”) and Subsidiaries, TruCom, LLC (“TruCom”), Nevada Utilities, Inc. (“Nevada Utilities”) and CityNet Arizona, LLC (“CityNet”). Effective September 30, 2016, the company acquired 100% ownership in San Diego Media Inc. (“SDM”). In October 2017, we entered into agreements to acquire Blue Collar, Inc. (“Blue Collar”) which closed as of September 1, 2018. On May 7, 2019 we completed the acquisition of a majority of the assets of SpeedConnect, LLC, which assets were conveyed into our wholly owned subsidiary TPT SpeedConnect, LLC (“TPT SC” or “TPT SpeedConnect”) which was formed on April 16, 2019. On January 8, 2020 we formed TPT Federal, LLC (“TPT Federal”), on March 7, 2020 we acquired 75% interest in Bridget Internet, LLC (“Bridge Internet” or “BIC”). On March 30, 2020 we formed TPT MedTech, LLC (“TPT MedTech”) and on June 6, 2020 we formed InnovaQor, Inc (“InnovaQor”). In July and August 2020, the Company formed Quiklab 1 LLC, QuikLAB 2, LLC, QuikLAB 3, LLC and QuikLAB 4, LLC where the Company owns 80% (as agreed per the operating agreement) of all outside equity investments. Effective August 1, 2020 we closed on the acquisition of 75% of The Fitness Container, LLC (“Air Fitness”). In July 2020, we invested in a Hong Kong company called TPT Global Tech Asia Limited of which we own 78%. 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. Significant Accounting Policies 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. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared according to the instructions to Form 10-Q and Section 210.8-03(b) of Regulation S-X of the Securities and Exchange Commission (“SEC”) and, therefore, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been omitted. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six months ended September 30, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020. These condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements for the year ended December 31, 2019. The condensed consolidated balance sheet at September 30, 2020, has been derived from the consolidated financial statements at that date, but does not include all of the information and footnotes required by GAAP. Our condensed consolidated financial statements include the accounts of K Telecom, Copperhead Digital, SDM, Blue Collar, TPT SpeedConnect, BIC, TPT Federal, TPT MedTech and InnovaQor. All intercompany accounts and transactions have been eliminated in consolidation. Consideration has also been given to the non-controlling interest of 25% in BIC, 25% in Air Fitness, 20% in the QuikLABs and 22% of TPT Global Tech Asia Limited. Revenue Recognition On January 1, 2018, we adopted the new accounting standard ASC 606, Revenue from Contracts with Customers Identify the contract with the customer Identify the performance obligations in the contract Determine the transaction price Allocate the transaction price to performance obligations in the contract Recognize revenue when or as we satisfy a performance obligation. Reserves are recorded as a reduction in net sales and are not considered material to our consolidated statements of income for the nine months ended September 30, 2020 and 2019. In addition, we invoice our customers for taxes assessed by governmental authorities such as sales tax and value added taxes, where applicable. We present these taxes on a net basis. The Company’s revenue generation for the nine months ended September 30, 2020 and 2019 came from the following sources disaggregated by services and products, which sources are explained in detail below. For the nine months ended September 30, 2020 For the nine months ended September 30, 2019 TPT SpeedConnect $ 7,683,928 $ 5,082,260 Copperhead Digital — 176,640 K Telecom 35,291 38,719 San Diego Media 10,822 21,621 Blue Collar 877,607 888,191 Other 11,706 — Total Revenue $ 8,619,354 $ 6,207,431 TPT SpeedConnect: ISP and Telecom Revenue TPT SpeedConnect is a rural Internet provider operating in 10 Midwestern States under the trade name SpeedConnect. TPT SC’s primary business model is subscription based, pre-paid monthly reoccurring revenues, from wireless delivered, high-speed internet connections. In addition, the company resells third-party satellite and DSL internet and IP telephony services. Revenue generated from sales of telecommunications services is recognized as the transaction with the customer is considered closed and the customer receives and accepts the services that were the result of the transaction. There are no financing terms or variable transaction prices. Due date is detailed on monthly invoices distributed to customer. Services billed monthly in advance are deferred to the proper period as needed. Deferred revenue are contract liabilities for cash received before performance obligations for monthly services are satisfied. Deferred revenue at September 30, 2020 and December 31, 2019 are $305,165 and $305,741, 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. Copperhead Digital: ISP and Telecom Revenue Copperhead Digital is a regional internet and telecom services provider operating in Arizona under the trade name Trucom. Copperhead Digital operates as a wireless telecommunications Internet Service Provider (“ISP”) facilitating both residential and commercial accounts. Copperhead Digital’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. 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 a year or less, the impact of not recognizing installation fees over the contract is immaterial. K Telecom: Prepaid Phones and SIM Cards Revenue K Telecom generates revenue from reselling prepaid phones, SIM cards, and rechargeable minute traffic for prepaid phones to its customers (primarily retail outlets). Product sales occur at the customer’s locations, at which time delivery occurs and cash or check payment is received. The Company recognizes the revenue when they receive payment at the time of delivery. There are no financing terms or variable transaction prices. SDM: Ecommerce, Email Marketing and Web Design Services SDM generates revenue by providing ecommerce, email marketing and web design solutions to small and large commercial businesses, complete with monthly software support, updates and maintenance. Services are billed monthly. There are no financing terms or variable transaction prices. Platform infrastructure support is a prepaid service billed in monthly recurring increments. The services are billed a month in advance and due prior to services being rendered. The revenue is deferred when invoiced and booked in the month the service is provided. There is no deferred revenue at September 30, 2020 and December 31, 2019. 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. Blue Collar: Media Production Services Blue Collar creates original live action and animated content productions and has produced hundreds of hours of material for the television, theatrical, home entertainment and new media markets. Blue Collar designs branding and marketing campaigns and has had agreements with some of the world’s largest companies including PepsiCo, Intel, HP, WalMart and many other Fortune 500 companies. Additionally, they create motion picture, television and home entertainment marketing campaigns for studios including Sony, DreamWorks, Twentieth Century Fox, Universal Studios, Paramount Studios, and Warner Brothers. With regard to revenue recognition, Blue Collar receives an agreement from each client to perform defined work. Some agreements are written, some are verbal. Work may include creation of marketing materials and/or content creation. Some work may be short term and take weeks to create and some work may be longer and take months to create. There are instances where customer agreements segregate identifiable obligations (like filming on site vs. film editing and final production) with separate transaction pricing. The performance obligation is generally satisfied upon delivery of such film or production products, at which time revenue is recognized. There are no financing terms or variable transaction prices. Basic and Diluted Net Loss Per Share The Company computes net income (loss) per share in accordance with ASC 260, “Earning per Share”. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholder (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method for options and warrants and using the if-converted method for preferred stock and convertible notes. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As of September 30, 2020, the Company had shares that were potentially common stock equivalents as follows: 2020 Convertible Promissory Notes 98,935,204 Series A Preferred Stock (1) 1,223,484,624 Series B Preferred Stock 2,588,693 Stock Options and Warrants 4,333,333 1,329,341,854 (1) Holder of the Series A Preferred Stock which is Stephen J. Thomas, is guaranteed 60% of outstanding common stock upon conversion. The Company would have to authorize additional shares for this to occur as only 1,000,000,000 shares are currently authorized. Financial Instruments and Fair Value of Financial Instruments Our primary financial instruments at September 30, 2020 and December 31, 2019 consisted of cash equivalents, accounts receivable, accounts payable, notes payable and derivative liabilities. 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 1 Level 2 Level 3 We consider our derivative financial instruments as Level 3. The balances for our derivative financial instruments as of September 30, 2020 are the following: Derivative Instrument Fair Value Fair value of Auctus Convertible Promissory Note $ 5,382,241 Fair value of EMA Financial Convertible Promissory Note 1,158,820 Fair value of Warrants issued with the derivative instruments 41,191 $ 6,582,252 Principles of Consolidation Our consolidated financial statements include the wholly-owned accounts of K Telecom and Global, Copperhead Digital, SDM, Blue Collar, TPT SpeedConnect, TPT Federal, BIC, TPT MedTech, InnovaQor, Quiklab 1, QuikLAB 2, QuikLAB 3, QuikLAB 4, Aire Fitness and TPT Global Tech Asia Limited. The consolidated financial statements also give effects to non-controlling interests in BIC of 25%, the QuikLABs of 20%,Aire Fitness of 25% and TPT Global Tech Asia Limited of 22%, where appropriate. All intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates. The Company’s consolidated financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented. Recently Adopted Accounting Pronouncements In June 2018, the FASB issued ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, which amends ASC 718, Compensation – Stock Compensation. This ASU requires that most of the guidance related to stock compensation granted to employees be followed for non-employees, including the measurement date, valuation approach, and performance conditions. The expense is recognized in the same period as though cash were paid for the good or service. The effective date is the first quarter of fiscal year 2020, with early adoption permitted, including in interim periods. The ASU has been adopted using a modified-retrospective transition approach. The adoption did not have a material effect on the consolidated financial statements. Management has reviewed other recently issued accounting pronouncements and have determined there are not any that would have a material impact on the condensed consolidated financial statements. | Nature of Operations The Company was originally incorporated in 1988 in the state of Florida. TPT Global, Inc., a Nevada corporation formed in June 2014, merged with Ally Pharma US, Inc., a Florida corporation, (“Ally Pharma”, formerly known as Gold Royalty Corporation) in a “reverse merger” wherein Ally Pharma issued 110,000,000 shares of Common Stock, or 80% ownership, to the owners of TPT Global, Inc. in exchange for all outstanding common stock of TPT Global Inc. and Ally Pharma agreed to change its name to TPT Global Tech, Inc. (jointly referred to as “the Company” or “TPTG”). The following acquisitions have resulted in entities which have been consolidated into TPTG. In 2014 the Company acquired all the assets of K Telecom and Wireless LLC (“K Telecom”) and Global Telecom International LLC (“Global Telecom”). Effective January 31, 2015, TPTG completed its acquisition of 100% of the outstanding stock of Copperhead Digital Holdings, Inc. (“Copperhead Digital”) and Subsidiaries, TruCom, LLC (“TruCom”), Nevada Utilities, Inc. (“Nevada Utilities”) and CityNet Arizona, LLC (“CityNet”). Effective September 30, 2016, the company acquired 100% ownership in San Diego Media Inc. (“SDM”). In October 2017, we entered into agreements to acquire Blue Collar, Inc. (“Blue Collar”) which closed as of September 1, 2018. On May 7, 2019 we completed the acquisition of a majority of the assets of SpeedConnect, LLC, which assets were conveyed into our wholly owned subsidiary TPT SpeedConnect, LLC (“TPT SC” or “TPT SpeedConnect”) which was formed on April 16, 2019. We are based in San Diego, California, and operate as a Media Content Hub for Domestic and International syndication Technology/Telecommunications company operating on our own proprietary Global Digital Media TV and Telecommunications infrastructure platform and also provide technology solutions to businesses domestically and worldwide. We are a rural Broadband Wireless Access (BWA) provider, 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. In addition, we create media marketing materials and content. SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation Our consolidated financial statements include the accounts of K Telecom and Global Telecom, Copperhead Digital, SDM, Blue Collar and TPT SpeedConnect. All intercompany accounts and transactions have been eliminated in consolidation. Revenue Recognition On January 1, 2018, we adopted the new accounting standard ASC 606, Revenue from Contracts with Customers Identify the contract with the customer Identify the performance obligations in the contract Determine the transaction price Allocate the transaction price to performance obligations in the contract Recognize revenue when or as we satisfy a performance obligation. Reserves are recorded as a reduction in net sales and are not considered material to our consolidated statements of income for the years ended December 31, 2019 and 2018. 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 last two years came from the following sources disaggregated by services and products, which sources are explained in detail below. 2019 2018 TPT SpeedConnect $ 8,002,875 $ — Copperhead Digital 189,511 400,763 San Diego Media 23,683 169,142 Blue Collar 1,941,955 219,474 Other 749 27,830 Total Services Revenues $ 10,158,772 $ 817,209 K Telecom – Product revenue 53,605 119,860 Total Revenues $ 10,212,377 $ 937,069 TPT SpeedConnect: ISP and Telecom Revenue TPT SpeedConnect is a rural Internet provider operating in 10 Midwestern States under the trade name SpeedConnect. TPT SC’s primary business model is subscription based, pre-paid monthly reoccurring revenues, from wireless delivered, high-speed internet connections. In addition, the company resells third-party satellite and DSL internet and IP telephony services. Revenue generated from sales of telecommunications services is recognized as the transaction with the customer is considered closed and the customer receives and accepts the services that were the result of the transaction. There are no financing terms or variable transaction prices. Due date is detailed on monthly invoices distributed to customer. Services billed monthly in advance are deferred to the proper period as needed. Deferred revenue are contract liabilities for cash received before performance obligations for monthly services are satisfied. Deferred revenue at December 31, 2019 is $305,741. 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. Copperhead Digital: ISP and Telecom Revenue Copperhead Digital is a regional internet and telecom services provider operating in Arizona under the trade name Trucom. Copperhead Digital operates as a wireless telecommunications Internet Service Provider (“ISP”) facilitating both residential and commercial accounts. Copperhead Digital’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. 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 a year or less, the impact of not recognizing installation fees over the contract is immaterial. K Telecom: Prepaid Phones and SIM Cards Revenue K Telecom generates revenue from reselling prepaid phones, SIM cards, and rechargeable minute traffic for prepaid phones to its customers (primarily retail outlets). Product sales occur at the customer’s locations, at which time delivery occurs and cash or check payment is received. The Company recognizes the revenue when they receive payment at the time of delivery. There are no financing terms or variable transaction prices. SDM: Ecommerce, Email Marketing and Web Design Services SDM generates revenue by providing ecommerce, email marketing and web design solutions to small and large commercial businesses, complete with monthly software support, updates and maintenance. Services are billed monthly. There are no financing terms or variable transaction prices. Platform infrastructure support is a prepaid service billed in monthly recurring increments. The services are billed a month in advance and due prior to services being rendered. The revenue is deferred when invoiced and booked in the month the service is provided. There is no deferred revenue at December 31, 2019 or 2018. 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. Blue Collar: Media Production Services Blue Collar creates original live action and animated content productions, and has produced hundreds of hours of material for the television, theatrical, home entertainment and new media markets. Blue Collar designs branding and marketing campaigns and has had agreements with some of the world’s largest companies including PepsiCo, Intel, HP, WalMart and many other Fortune 500 companies. Additionally, they create motion picture, television and home entertainment marketing campaigns for studios including Sony, DreamWorks, Twentieth Century Fox, Universal Studios, Paramount Studios, and Warner Brothers. With regard to revenue recognition, Blue Collar receives an agreement from each client to perform defined work. Some agreements are written, some are verbal. Work may include creation of marketing materials and/or content creation. Some work may be short term and take weeks to create and some work may be longer and take months to create. There are instances where customer agreements segregate identifiable obligations (like filming on site vs. film editing and final production) with separate transaction pricing. The performance obligation is generally satisfied upon delivery of such film or production products, at which time revenue is recognized. There are no financing terms or variable transaction prices. Share-based Compensation The Company is required to measure and recognize compensation expense for all share-based payment awards (including stock options) made to employees and directors based on estimated fair value. Compensation expense for equity-classified awards is measured at the grant date based on the fair value of the award and is recognized as an expense in earnings over the requisite service period. The Company records compensation expense related to non-employees that are awarded stock in conjunction with selling goods or services and recognizes compensation expenses over the vesting period of such awards. Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in our income tax provision in the period of enactment. We recognize deferred tax assets to the extent that we believe that these assets are more likely than not to be realized. In making such a determination, we consider all available positive and negative evidence, including future reversal of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations, including taxable income in carryback periods. If we determine that we would be able to realize our deferred tax assets in the future in excess of their net recorded amount, we would make an adjustment to the deferred tax asset valuation allowance, which would reduce our income tax provision. We account for uncertain tax positions using a “more-likely-than-not” recognition threshold. We evaluate uncertain tax positions on a quarterly basis and consider various factors, including, but not limited to, changes in tax law, the measurement of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit, new audit activity and changes in facts or circumstances related to a tax position. It is our policy to record costs associated with interest and penalties related to tax in the selling, general and administrative line of the consolidated statements of operations. Cash and Cash Equivalents The company considers all investments with a maturity date of three months or less when purchased to be cash equivalents. There are no cash equivalents as of December 31, 2019 and 2018. Accounts Receivable We establish an allowance for potential uncollectible accounts receivable. All accounts receivable 60 days past due are considered uncollectible unless there are circumstances that support collectability. Those circumstances are documented. As of December 31, 2019 and 2018, the allowance for uncollectible accounts receivable was $881,676 and $49,191, respectively. Receivables are charged off when collection efforts cease. Property and Equipment Property and equipment are stated at cost or fair value if acquired as part of a business combination. Depreciation is computed by the straight-line method and is charged to operations over the estimated useful lives of the assets. Maintenance and repairs are charged to expense as incurred. The carrying amount of accumulated depreciation of assets sold or retired are removed from the accounts in the year of disposal and any resulting gain or loss in s included in results of operations. The estimated useful lives of property and equipment are telecommunications network - 5 years, telecommunications equipment - 7 to 10 years, and computers and office equipment - 3 years. Long-Lived Assets We periodically review the carrying amount of our depreciable long-lived assets for impairment. An asset is considered impaired when estimated future cash flows are less than the carrying amount of the asset. In the event the carrying amount of such asset is not considered recoverable, the asset is adjusted to its fair value. Fair value is generally determined based on discounted future cash flow. Goodwill and Intangible Assets Goodwill relates to amounts that arose in connection with our various business combinations and represents the difference between the purchase price and the fair value of the identifiable tangible and intangible net assets when accounted for using the acquisition method of accounting. Goodwill is not amortized, but it is subject to periodic review for impairment. We test goodwill balances for impairment on an annual basis as of December 31st or whenever impairment indicators arise. We utilize several reporting units in evaluating goodwill for impairment using a quantitative assessment, which uses a combination of a guideline public company market-based approach and a discounted cash flow income-based approach. The quantitative assessment considers whether the carrying amount of a reporting unit exceeds its fair value, in which case an impairment charge is recorded to the extent the reporting unit’s carrying value exceeds its fair value. Based on our impairment testing as of December 31, 2019, we recorded and impairment charge of $70,995 of goodwill. We did not consider an impairment charge necessary as of December 31, 2018. Our intangible assets consist primarily of customer relationships, developed technology, favorable leases, trademarks and the film library. The majority of our intangible assets were recorded in connection with our various business combinations. Our intangible assets are recorded at fair value at the time of their acquisition. Intangible assets are amortized over their estimated useful life on a straight-line basis. Estimated useful lives are determined considering the period the assets are expected to contribute to future cash flows. We evaluate the recoverability of our intangible assets periodically and take into account events or circumstances that warrant revised estimates of useful lives or that indicate impairment exists. Business Acquisitions Our business acquisitions have historically been made at prices above the fair value of the assets acquired and liabilities assumed, resulting in goodwill or some identifiable intangible asset. Significant judgment is required in estimating the fair value of intangible assets and in assigning their respective useful lives. The fair value estimates are based on available historical information and on future expectations and assumptions deemed reasonable by management but are inherently uncertain. We generally employ the income method to estimate the fair value of intangible assets, which is based on forecasts of the expected future cash flows attributable to the respective assets. Significant estimates and assumptions inherent in the valuations reflect a consideration of other marketplace participants and include the amount and timing of future cash flows (including expected growth rates and profitability), the underlying product life cycles, economic barriers to entry, a brand’s relative market position and the discount rate applied to the cash flows. Unanticipated market or macroeconomic events and circumstances may occur, which could affect the accuracy or validity of the estimates and assumptions. Net assets acquired are recorded at their fair value and are subject to adjustment upon finalization of the fair value analysis. Basic and Diluted Net Loss Per Share The Company computes net income (loss) per share in accordance with ASC 260, “Earning per Share””. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of thee income statement. Basic EPS is computed by dividing net income (loss) available to common shareholder (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As of December 31, 2019 and 2018, the Company had shares that were potentially common stock equivalents as follows: 2019 2018 Convertible Debt 5,476,108 4,252,555 Convertible Promissory Notes 1,500,911,539 — Series A Preferred Stock (1) 199,728,891 128,056,506 Series B Preferred Stock 2,588,693 2,588,693 Stock Options and warrants 6,333,333 3,093,120 1,715,038,564 137,990,874 (1) Holder of the Series A Preferred Stock which is Stephen J. Thomas, is guaranteed 60% of outstanding common stock upon conversion. The Company would have to authorize additional shares for this to occur as only 1,000,000,000 shares are currently authorized. Concentration of Credit Risk, Off-Balance Sheet Risks and Other Risks and Uncertainties Financial instruments that potentially subject us to concentration of credit risk primarily consist of cash and cash equivalents and accounts receivable. We invest our excess cash primarily in high quality securities and limit the amount of our credit exposure to any one financial institution. We do not require collateral or other securities to support customer receivables; however, we perform on-going credit evaluations of our customers and maintain allowances for potential credit losses. At December 31, 2019 and 2018, two customer accounts receivable balances were 91% and 28%, respectively, of our aggregate accounts receivable or revenues. Financial Instruments and Fair Value of Financial Instruments Our primary financial instruments at December 31, 2019 and 2018 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 1 Level 2 Level 3 Research and Development Our research and development programs focus on telecommunications products and services. Research and development costs are expensed as incurred. Any payments received from external parties to fund our research and development activities reduce the recorded research and development expenses. Advertising Costs Advertising costs are expensed as incurred. The Company incurred advertising costs of $0 and $220 for the years ended December 31, 2019 and 2018, respectively. Use of Estimates The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates. The Company’s consolidated financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented. Derivative Financial Instruments Derivative financial instruments, as defined in ASC 815, “Accounting for Derivative Financial Instruments and Hedging Activities”, consist of financial instruments or other contracts that contain a notional amount and one or more underlying (e.g. interest rate, security price or other variable), require no initial net investment and permit net settlement. Derivative financial instruments may be free-standing or embedded in other financial instruments. Further, derivative financial instruments are initially, and subsequently, measured at fair value and recorded as liabilities or, in rare instances, assets. The Company does not use derivative financial instruments to hedge exposures to cash-flow, market or foreign-currency risks. However, the Company had issued financial instruments including convertible promissory notes payable with features during 2017 that were either (i) not afforded equity classification, (ii) embody risks not clearly and closely related to host contracts, or (iii) may be net-cash settled by the counterparty. As required by ASC 815, in certain instances, these instruments are required to be carried as derivative liabilities, at fair value, in our financial statements. The Company estimates the fair values of derivative financial instruments using the Black-Scholes option valuation technique. Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates (such as volatility, estimated life and interest rates) that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques are highly volatile and sensitive to changes in the trading market price of our common stock, which has a high-historical volatility. Since derivative financial instruments are initially and subsequently carried at fair values, the Company’s operating results will reflect the volatility in these estimate and assumption changes. The Company issued convertible promissory notes which are convertible into common stock, at holders’ option, at a discount to the market price of the Company’s common stock. The Company has identified the embedded derivatives related to these notes relating to certain anti-dilutive (reset) provisions. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of debenture and to fair value as of each subsequent reporting date. As of December 31, 2019, the Company marked to market the fair value of the debt derivatives and determined a fair value of $8,836,514 ($8,833,465 from the convertible notes and $3,049 from the warrants) in Note 6. The Company recorded a loss from change in fair value of debt derivatives of $7,476,908 for the year ended December 31, 2019. 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 178.2% to 278.9%, (3) weighted average risk-free interest rate of 1.55% to 1.88% (4) expected life of 0.72 to 5.0 years, and (5) the quoted market price of $0.045 to $0.098 for the Company’s common stock. Recently Adopted Accounting Pronouncements In June 2018, the FASB issued ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, which amends ASC 718, Compensation – Stock Compensation. This ASU requires that most of the guidance related to stock compensation granted to employees be followed for non-employees, including the measurement date, valuation approach, and performance conditions. The expense is recognized in the same period as though cash were paid for the good or service. The effective date is the first quarter of fiscal year 2020, with early adoption permitted, including in interim periods. The ASU has been adopted using a modified-retrospective transition approach. The adoption is not considered to have a material effect on the consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) and subsequent amendments to the initial guidance: ASU 2017-13, ASU 2018-10, ASU 2018-11, ASU 2018-20 and ASU 2019-01 (collectively, Topic 842). Topic 842 requires lessees to classify leases as either finance or operating leases and to record a right-of-use asset and a lease liability for all leases with a term greater than 12 months regardless of the lease classification. We adopted Topic 842 using the effective date, January 2019, as the date of our initial application of the standard. Consequently, financial information for the comparative periods will not be updated. Our finance and operating lease commitments are subject to the new standard and recognized as finance and operating lease liabilities and right-of-use assets upon our adoption of Topic 842, which increased our total assets and total liabilities that we report relative to such amounts prior to adoption. Management has reviewed other recently issued accounting pronouncements and have determined there are not any that would have a material impact on the condensed consolidated financial statements. |
ACQUISITIONS
ACQUISITIONS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Business Combinations [Abstract] | ||
ACQUISITIONS | SpeedConnect Asset Acquisition Effective April 2, 2019, the Company entered into an Asset Purchase Agreement with SpeedConnect, LLC (“SpeedConnect”) to acquire substantially all of the assets of SpeedConnect. On May 7, 2019, the Company closed the transaction underlying the Asset Purchase Agreement with SpeedConnect to acquire substantially all of the assets of SpeedConnect for $2 million and the assumption of certain liabilities. The Asset Purchase Agreement required a deposit of $500,000 made in April and an additional $500,000 payment to close. The additional $500,000 was paid and all other conditions were met to effectuate the sale of substantially all of the assets of SpeedConnect to the Company. As part of the closing, the Company entered into a Promissory Note to pay SpeedConnect $1,000,000 in two equal installments of $500,000 plus applicable interest at 10% per annum with the first installment payable within 30 days of closing and the second installment payable within 60 days of closing (but no later than July 6, 2019). The Company paid off the Promissory Note by June 11, 2019 and by amendment dated May 7, 2019, SpeedConnect forgave $250,000 of the Promissory Note. The Company treated the asset acquisition as a business combination and has allocated the fair market value to assets received in excess of goodwill. Purchase Price Allocation: TPT Global Tech Effective May 7, 2019 Purchaser TPT Global Tech Consideration Given: Cash paid $ 1,000,000 Liabilities: Promissory Note $ 750,000 Deferred revenue 230,000 Operating lease liabilities 5,162,077 Unfavorable leases 323,000 Accounts and other payables 591,964 Total liabilities $ 7,057,041 Total Consideration Value $ 8,057,041 Assets Acquired: Customer base $ 350,000 Current assets: Cash 201,614 Prepaid and other receivables 99,160 Deposits 13,190 Operating lease right of use asset 5,162,077 Favorable leases 95,000 Property and equipment 1,939,000 Total Assets Acquired $ 7,860,041 Goodwill $ 197,000 Had the acquisition occurred on January 1, 2019, condensed proforma results of operations for the nine months ended September 30, 2019 would be as follows: 2019 Revenue $ 10,970,258 Cost of Sales 6,928,862 Gross Profit $ 4,041,396 Expenses (5,521,661 ) Derivative Expense (3,572,107 ) Interest Expense (2,559,709 ) Income Taxes — Net Loss $ (7,612,081 ) Loss per share $ (0.06 ) The unaudited proforma results of operations are presented for information purposes only. The unaudited proforma results of operations are not intended to present actual results that would have been attained had the asset acquisition been completed as of January 1, 2019 or to project potential operating results as of any future date or for any future periods. The revenue and net income of TPT SpeedConnect from January 1, 2020 to September 30, 2020 included in the consolidated income statement amounted to $7,683,928 and $824,066, respectively. The Fitness Container, LLC On June 1, 2020, the Company signed an agreement for the acquisition of a majority interest in San Diego based manufacturing company, The Fitness Container, LLC dba “Aire Fitness” ( www.airefitness.com), The Company evaluated this acquisition in accordance with ASC 805-10-55-4 to discern whether the assets and operations of the assets purchased met the definition of a business. The company concluded that there are processes and sufficient inputs into outputs. Accordingly, the Company accounted for this transaction as a business combination and allocated the purchase price as follows on a provisional basis: Consideration given at provisional value: Note payable $ 500,000 Accounts payable 141,837 Non-controlling interest (29,439 ) $ 612,398 Assets acquired at fair value: Accounts receivable $ 22,665 $ 22,665 Provisional Goodwill $ 589,733 EPIC Reference Labs, Inc. Acquisition On August 6, 2020, TPT MedTech signed a binding letter of intent with Rennova to acquire EPIC Reference Labs, Inc. (“EPIC”), wholly owned subsidiary of Rennova, for $750,000, comprised of a deposit of $25,000 within five days of signing and the remainder due either from 20% of net proceeds received from fund raising that the Company has initiated and as evidence by SEC Filings or a minimum payment of $25,000 per month until paid in full. The first $25,000 payment has been made and is accounted for as a deposit in the consolidated balance sheet. All defined laboratory equipment and a $100,000 lease deposit are to be excluded from the sales price. All liabilities incurred up to signing are to be discharged. Receivables existing at signing are to be 100% ownership of Rennova. There are no other significant assets. This acquisition will allow TPT MedTech to own a license to operate medical testing facilities. TPT MedTech and Rennova have subsequently agreed that the acquisition will be of an asset acquisition of substantially all of the assets of EPIC instead of acquiring the stock of EPIC. Both parties are in the process of finalizing an acquisition agreement (“APA”) otherwise all other terms and conditions are consistent with the binding letter of intent. EPIC is a high complexity clinical laboratory located in West Palm Beach, Florida. The binding letter of intent includes EPIC’s current CLIA certificate of registration that enables TPT MedTech’s Mobile QuikLabs to operate in 46 US States delivering rapid Covid-19 Point-of-Care testing and monitoring. Closing of the acquisition is subject to normal change of ownership application and notification to certain regulatory and licensing bodies. Until the change of ownership is complete, Rennova will operate the laboratory under management agreement dated August 6, 2020 between TPT MedTech, LLC and Rennova. There are approximately $28,000 of expenses in our consolidated statement of operations under the management agreement. InnovaQor Merger with Southern Plains On August 1, 2020, InnovaQor, a wholly-owned subsidiary of the Company, entered into a Merger Agreement with the publicly traded company Southern Plains Oil Corp. (OTC PINK: SPLN prior to Merger Agreement). The SPLN Merger moves the Company’s subsidiary InnovaQor one step closer to completing a recently executed Asset Purchase Agreement with Rennova Health, Inc. The Merger also positions InnovaQor to trade on the OTC Market, which InnovaQor is now traded under INOQ. The Company received 6,000,000 common shares as part of the Merger Agreement out of a total of 6,400,667 common shares outstanding. During August, InnovaQor authorized a Series A Super Majority Preferred Stock valued at $350,000 by management and issued to a third party in exchange for legal services. Effective September 30, 2020, the Series A Super Majority Preferred Stock was exchanged with TPT for a note payable of $350,000 payable in cash or common stock (see Note 5(2)). Bridge Internet Acquisition On March 6, 2020, the Company executed an Acquisition and Purchase Agreement (“BIC Agreement”) with Bridge Internet, a Florida Limited Liability Company, formed on February 27, 2020. The Company acquired 75% of Bridge Internet (which had no assets or liabilities and no material operations) for 8,000,000 shares of common stock of the Company. Since this time, both the Company and Bridge Internet have verbally agreed to discontinue its relationship. The Company evaluated this acquisition in accordance with ASC 805-10-55-4 to discern whether the transaction met the definition of a business. The company concluded there were not a sufficient number of key processes that developed the inputs into outputs. Accordingly, the Company accounted for this transaction originally as the hiring of a key member of management and expensed the value of 4,000,000 shares at $6,400. | SpeedConnect Asset Acquisition Effective April 2, 2019, the Company entered into an Asset Purchase Agreement with SpeedConnect, LLC (“SpeedConnect”) to acquire substantially all of the assets of SpeedConnect in order to add revenue generating opportunities to its telecommunications activities. On May 7, 2019, the Company closed the transaction underlying the Asset Purchase Agreement with SpeedConnect for a purchase price of $2 million and the assumption of certain liabilities. The Asset Purchase Agreement required a deposit of $500,000 made in April and an additional $500,000 payment to close. Both payments were made and all other conditions were met to effectuate the sale of substantially all of the assets of SpeedConnect to the Company. As part of the closing, the Company entered into a Promissory Note to pay SpeedConnect $1,000,000 in two equal installments of $500,000 plus applicable interest at 10% per annum with the first installment payable within 30 days of closing and the second installment payable within 60 days of closing (but no later than July 6, 2019). The Company paid off the Promissory Note by June 11, 2019 and by amendment dated May 7, 2019, SpeedConnect forgave $250,000 of the Promissory Note to help provide working capital needs and for payment of liabilities assumed. The Company treated the asset acquisition as a business combination and has allocated the fair market value to assets received in excess of goodwill. Purchase Price Allocation: Effective date May 7, 2019 Purchaser TPT Global Tech Consideration Given: Cash paid $ 1,000,000 Liabilities: Promissory Note $ 750,000 Deferred revenue 230,000 Operating lease liabilities 5,162,077 Unfavorable leases 323,000 Accounts and other payables 591,964 Total liabilities $ 7,057,041 Total Consideration Value $ 8,057,041 Assets Acquired: Customer base $ 350,000 Current assets: Cash 201,614 Prepaid and other receivables 99,160 Deposits 13,190 Operating lease right of use asset 5,162,077 Favorable leases 95,000 Property and equipment 1,939,000 Total Assets Acquired $ 7,860,041 Goodwill $ 197,000 Included in the consolidated statement of operations for the year ended December 31, 2019 are the results of operations for TPT SpeedConnect for the period May 8, 2019 to December 31, 2019 as follows: 2019 Revenue $ 8,002,875 Cost of Sales 4,826,475 Gross Profit 3,176,400 Expenses (1,999,221 ) Interest Expense — Income taxes — Net Income $ 1,177,179 Blue Collar Acquisition The Company entered into an Acquisition and Purchase Agreement on November 3, 2017, but amended on February 9, 2018, March 29, 2018 and August 16, 2018, to be effective September 1, 2018 with Blue Collar Inc. (“Blue Collar”), a media production company and California Corporation and its shareholders, to acquire 100% of the outstanding ownership of Blue Collar, including equipment, furniture and other assets, for 6,500,000 shares of restricted Common Stock and $1,600,000 (which was determined to have a fair value of approximately $1,533,000) in a Seller note payable that is to be paid within eight months of September 1, 2018, as amended in August 2018, and bears annual interest of 3% (12% interest upon default). See Notes 5 and 8. The acquisition is a key element in the Company’s overall strategic plans. Change in control took place on September 1, 2018 with the addition of senior company personnel being added to the Board of Directors of Blue Collar and on all bank accounts. The Company applied the acquisition method of accounting to the business combination and has valued each of the assets acquired and liabilities. The assets and liabilities were deemed to be recorded at fair value as of the acquisition date of September 1, 2018. Purchase Price Allocation: Effective September 1, 2018 Purchaser TPT Global Tech Consideration Given: Common Stock 6,500,000 6,500,000 Estimated Value $ .13 Consideration Share Value 845,000 Note Payable $ 1,533,217 Liabilities: Bank debt 500,500 Lease payable 20,020 Accounts and other payables 386,652 Total Consideration Value $ 3,285,389 Consideration Received: Intangible asset $ 1,677,000 Goodwill 853,366 Assets Current assets 297,704 Fixed assets 445,362 Other assets 11,957 Total Consideration Received $ 3,285,389 Included in the consolidated statements of operations for the years ended December 31, 2019 and 2018 are the results of operations for Blue Collar for the year ended December 31, 2019 and four months ended December 31, 2018 which are the following: 2019 2018 Revenue $ 1,941,955 $ 219,474 Cost of Sales 751,349 215,973 Gross Profit 1,190,606 3,501 Expenses (642,489 ) (301,105 ) Interest Expense (119,359 ) (66,571 ) Income taxes — — Net Income (Loss) $ 428,758 $ (364,175 ) The following table summarizes our consolidated results of operations for the years ended December 31, 2019 and 2018, as well as unaudited proforma consolidated results of operations as though the acquisition of the assets of SpeedConnect LLC and the acquisition of Blue Collar had occurred on January 1, 2018: 2019 2018 Revenue $ 14,975,205 $ 19,680,022 Cost of Sales 8,915,851 11,653,419 Gross Profit 6,059,354 8,026,603 Expenses (7,992,220 ) (9,883,572 ) Derivative Expense (7,476,908 ) — Gain on conversions and settlements 138,815 — Impairment (949,872 ) — Interest Expense (3,581,020 ) (275,935 ) Income Taxes — — Net Loss $ (13,801,851 ) $ (2,132,904 ) Loss per share $ (0.10 ) $ (0.02 ) The unaudited proforma results of operations are presented for information purposes only. The unaudited proforma results of operations are not intended to present actual results that would have been attained had the asset acquisition of the assets of SpeedConnect LLC and the acquisition of Blue Collar been completed as of January 1, 2018 or to project potential operating results as of any future date or for any future periods. Total Industrial Plant Services, Inc. Acquisition and Subsequent Termination On April 18, 2018, the Company entered into an Acquisition and Purchase Agreement in draft form with Total Industrial Plant Services, Inc. (“TIPS”), a Texas Corporation and its shareholders, to acquire the assets, intellectual property and technology for 3,000,000 shares of restricted Common Stock and $2,500,000 payable at closing. A condition upon closing was that TIPS’ financial information, including existing contracts and projected contract revenue levels, was to be audited by a SEC Certified Public Accounting firm in accordance with SEC requirements. Shortly after the date of the agreement, which was in draft form, the Company determined that the terms under the Acquisition and Purchase Agreement, on TIPS’ part, were unperformable and that several representations made by TIPS were not accurate. As such, the Company verbally terminated the Acquisition and Purchase Agreement. On August 29, 2018, the Company gave written notice of termination to TIPS. Separately, during the due diligence phase, the Company extended TIPS $37,950 in working capital. The Company was working with TIPS on a repayment plan but has made the determination to provide for an allowance for bad debt of 100% of this balance as of December 31, 2019 and 2018. HRS Agreement and Subsequent Rescission On November 1, 2017, as amended February 9, 2018, the Company entered into an Acquisition and Purchase Agreement with Hollywood Riviera LLC and HRS Mobile LLC and their members who share common ownership to acquire 100% ownership interest in both of these companies for 3,265,000 restricted Common Stock and, and $3,350,000 in cash to be used to retire debt and pay for ownership interests. In conjunction with this Acquisition, 3,265,000 shares of restricted Common Stock were issued during 2017. On March 28, 2018, by mutual agreement, this Agreement was rescinded and the 3,625,000 shares of common stock are being returned by the recipients and have been recorded as $3,625 in stock subscription receivable as of December 31, 2019 and 2018. These common shares have yet to be returned as of the issuance of these financial statements. |
GOING CONCERN
GOING CONCERN | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Going Concern [Abstract] | ||
GOING CONCERN | The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. Cash flows generated from operating activities were not enough to support all working capital requirements for the nine months ended September 30, 2020 and 2019. We incurred $4,881,030 and $8,538,360, respectively, in losses, and we used $216,685 and $1,032,989, respectively, in cash for operations for the nine months September 30, 2020 and 2019. Cash flows from financing activities were $724,356 and $2,027,422 for the same periods. 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 an indefinite period of time, the Company closed its Blue Collar office in Los Angeles, California and its TPT SpeedConnect offices in Michigan, Idaho and Arizona. Most employees are 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 $722,200 in April 2020 and believes it has used these funds as is prescribed by the stimulus offerings to have the entire amount forgiven. A portion of the loan to Blue Collar is under the automatic forgiveness amount of $150,000. 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 decrease significantly because of the COVID-19 closures. As the COVID-19 pandemic is complex and rapidly evolving, the Company's plans as described above may change. At this point, we cannot reasonably estimate the duration and severity of this pandemic, which could have a material adverse impact on our business, results of operations, financial position and cash flows. 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. | The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. Cash flows generated from operating activities were not enough to support all working capital requirements for the years ended December 31, 2019 and 2018. Financing activities described below have helped with working capital and other capital requirements. We incurred $14,028,165 and $5,377,489, respectively, in losses, and we used $328,251 and $916,407, respectively, in cash for operations for the years ended December 31, 2019 and 2018. Cash flows from financing activities were $1,390,538 and $871,199 for the same periods. 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. On February 25, 2020, the Company entered into another factoring agreement with Advantage Capital Funding (“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 will pay $14,221 per week for 50 weeks. On February 14, 2020, the Company agreement to a Secured Promissory Note with a third party for $90,000. The Secured Promissory Note is secured by the assets of the Company and is due June 14, 2020 or earlier in case the Company is successful in raising other monies and carries an annual interest charge of 10% payable with the principal. The Secured Promissory Note is also convertible at the option of the holder into an equivalent amount of Series D Preferred Stock. 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
PROPERTY AND EQUIPMENT | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||
PROPERTY AND EQUIPMENT | Property and equipment and related accumulated depreciation as of September 30, 2020 and December 31, 2019 are as follows: 2020 2019 Property and equipment: Telecommunications fiber and equipment $ 5,575,465 $ 5,203,000 Film production equipment 369,903 369,903 Office furniture and equipment 86,899 85,485 Medical equipment 159,356 — Leasehold improvements 18,679 18,679 Accumulated depreciation (2,034,969 ) (1,253,919 ) Property and equipment, net $ 4,175,333 $ 4,423,148 Depreciation expense was $781,050 and $368,362 for the nine months ended September 30, 2020 and 2019, respectively. | Property and equipment and related accumulated depreciation as of December 31, 2019 and 2018 are as follows: 2019 2018 Property and equipment: Telecommunications fiber and equipment $ 5,203,000 3,274,045 Film production equipment 369,903 369,903 Office furniture and equipment 85,485 82,014 Leasehold improvements 18,679 18,679 Accumulated depreciation (1,253,919 ) (697,699 ) Property and equipment, net $ 4,423,148 3,046,942 Depreciation expense was $591,069 and $213,823 for the years ended December 31, 2019 and 2018, respectively. During the year ended December 31, 2019, the Company had a change in useful life for its telecommunications fiber and equipment related to Copperhead Digital resulting from managements evaluation of its remaining useful life in light of the decrease in revenues for which it was being used. The useful life was decreased from its original 20 years when it was acquired in 2015 to five years. |
DEBT FINANCING ARRANGEMENTS
DEBT FINANCING ARRANGEMENTS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Debt Disclosure [Abstract] | ||
DEBT FINANCING ARRANGEMENTS | Financing arrangements as of September 30, 2020 and December 31, 2019 are as follows: 2020 2019 Loans, advances and factoring agreements (1) $ 2,576,174 1,121,640 Convertible notes payable (2) 1,711,098 2,101,649 Factoring agreements (3) 388,921 223,618 Debt – third party $ 4,676,193 3,446,907 Line of credit, related party secured by assets (4) $ 3,043,390 3,043,390 Debt– other related party, net of discounts (5) 7,450,000 5,950,000 Convertible debt – related party (6) 922,881 922,881 Shareholder debt (7) 175,222 303,688 Debt – related party $ 11,591,493 10,219,959 Total financing arrangements $ 16,267,686 13,666,866 Less current portion: Loans, advances and factoring agreements – third party $ (2,062,544 ) (344,758 ) Convertible notes payable third party (1,711,098 ) (2,101,649 Debt – related party, net of discount (10,668,612 ) (9,297,078 ) Convertible notes payable– related party (904,881 ) (534,381 ) (15,347,135 ) (12,277,866 ) Total long term debt $ 920,551 1,389,000 (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%, 2.2% as of September 30, 2020, 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). $500,500 is a line of credit that Blue Collar has with a bank, bears interest at Prime plus 1.125%, 4.38% as of September 30, 2020, and is due March 25, 2021. $422,932 is a bank loan dated May 28, 2019 which bears interest at Prime plus 6%, 9.25% as of September 30, 2020, is interest only for the first year, thereafter beginning in June of 2020 payable monthly of principal and interest of $22,900 until the due date of May 1, 2022. The bank loan is collateralized by assets of the Company. $722,220 represents loans under the COVID-19 Pandemic Paycheck Protection Program (“PPP”) originated in April of 2020. The Company believes that it has used the funds such that 100% will be forgiven when it applies for forgiveness in the third or fourth quarter of 2020. $119,371 of this amount relates to a PPP loan for Blue Collar which falls under the automatic forgiveness provisions approved by Congress of all loans under $150,000. If any of the PPP loans are not forgiven then, per the PPP, the unforgiven loan amounts will be payable monthly over a five year period of which payment are to begin no later than 10 months after the covered period as defined at a 2% annual interest rate. On June 4, 2019, the Company consummated a Securities Purchase Agreement with Odyssey Capital Funding, LLC. (“Odyssey”) for the purchase of a $525,000 Convertible Promissory Note (“Odyssey Convertible Promissory Note”). The Odyssey Convertible Promissory Note was due June 3, 2020, paid interest at the rate of 12% ( 24% default) per annum and gave the holder the right from time to time, and at any time during the period beginning six months from the issuance date to convert all of the outstanding balance into common stock of the Company limited to 4.99% of the outstanding common stock of the Company. The conversion price was 55% multiplied by the average of the two lowest trading prices for the common stock during the previous 20 trading days prior to the applicable conversion date. The Odyssey Convertible Promissory Note could be prepaid in full at 125% to 145% up to 180 days from origination. Through June 3, 2020, Odyssey converted $49,150 of principal and $4,116 of accrued interest into 52,961,921 shares of common stock of the Company. On June 8, 2020, Odyssey agreed to convert the remaining principal and accrued interest balance on the Odyssey Convertible Promissory Note of $475,850 and $135,000, respectively, to a term loan payable in six months in the form of a balloon payment, earlier if the Company has a funding event, bearing simple interest on the unpaid balance of 0% for the first three months and then 10% per annum thereafter. During August, SPLN authorized and issued 500,000 shares of a Series A Super Majority Preferred Stock that was valued at $350,000 by management and issued to a third party in exchange for legal services. The Series A Super Majority Preferred Stock was exchanged effective September 30, 2020 for a Note Payable with TPT that may be paid in TPT common stock at the option of the Company (see also Note 2) 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. During 2019, the Company consummated Securities Purchase Agreements dated March 15, 2019, April 12, 2019, May 15, 2019, June 6, 2019 and August 22, 2019 with Geneva Roth Remark Holdings, Inc. (“Geneva Roth”) for the purchase of convertible promissory notes in the amounts of $68,000, $65,000, $58,000, $53,000 and $43,000 (“Geneva Roth Convertible Promissory Notes”). The Geneva Roth Convertible Promissory Notes are due one year from issuance, pays interest at the rate of 12% (principal amount increases 150%-200% and interest rate increases to 24% under default) per annum and gives the holder the right from time to time, and at any time during the period beginning 180 days from the origination date to the maturity date or date of default to convert all or any part of the outstanding balance into common stock of the Company limited to 4.99% of the outstanding common stock of the Company. The conversion price is 61% multiplied by the average of the two lowest trading prices for the common stock during the previous 20 trading days prior to the applicable conversion date. The Geneva Roth Convertible Promissory Notes may be prepaid in whole or in part of the outstanding balance at 125% to 140% up to 180 days from origination. Geneva Roth converted a total of $244,000 of principal and $8,680 of accrued interest through September 30, 2020 from its various Securities Purchase Agreements into 125,446,546 shares of common stock of the Company leaving no outstanding principal balances as of September 30, 2020. On February 13, 2020, the August 22, 2019 Securities Purchase Agreement was repaid for $63,284, including a premium and accrued interest. On March 25, 2019, the Company consummated a Securities Purchase Agreement dated March 18, 2019 with Auctus Fund, LLC. (“Auctus”) for the purchase of a $600,000 Convertible Promissory Note (“Auctus Convertible Promissory Note”). The Auctus Convertible Promissory Note is due December 18, 2019, pays interest at the rate of 12% (24% default) per annum and gives the holder the right from time to time, and at any time during the period beginning 180 days from the origination date or at the effective date of the registration of the underlying shares of common stock, which the holder has registration rights for, to convert all of the outstanding balance into common stock of the Company limited to 4.99% of the outstanding common stock of the Company. The conversion price is the lessor of the lowest trading price during the previous 25 trading days prior the date of the Auctus Convertible Promissory Note or 50% multiplied by the average of the two lowest trading prices for the common stock during the previous 25 trading days prior to the applicable conversion date. The Auctus Convertible Promissory Note may be prepaid in full at 135% to 150% up to 180 days from origination. Auctus converted $33,180 of principal and $142,004 of accrued interest into 376,000,000 shares of common stock of the Company prior to September 30, 2020. 2,000,000 warrants were issued in conjunction with the issuance of this debt. See Note 7. On June 6, 2019, the Company consummated a Securities Purchase Agreement with JSJ Investments Inc. (“JSJ”) for the purchase of a $112,000 Convertible Promissory Note (“JSJ Convertible Promissory Note”). The JSJ Convertible Promissory Note is due June 6, 2020, pays interest at the rate of 12% per annum and gives the holder the right from time to time, and at any time during the period beginning 180 days from the origination date to convert all of the outstanding balance into common stock of the Company limited to 4.99% of the outstanding common stock of the Company. The conversion price is the lower of the market price, as defined, or 55% multiplied by the average of the two lowest trading prices for the common stock during the previous 20 trading days prior to the applicable conversion date. The JSJ Convertible Promissory Note may be prepaid in full at 135% to 150% up to 180 days from origination. JSJ converted $43,680 of principal into 18,500,000 shares of common stock of the Company prior to September 30, 2020. In addition, on February 25, 2020 the Company repaid for $97,000, including a premium and accrued interest, for all remaining principal and accrued interest balances as of that day. 333,333 warrants were issued in conjunction with the issuance of this debt. See Note 7. On June 11, 2019, the Company consummated a Securities Purchase Agreement with EMA Financial, LLC. (“EMA”) for the purchase of a $250,000 Convertible Promissory Note (“EMA Convertible Promissory Note”). The EMA Convertible Promissory Note is due June 11, 2020, pays interest at the rate of 12% (principal amount increases 200% and interest rate increases to 24% under default) per annum and gives the holder the right from time to time to convert all of the outstanding balance into common stock of the Company limited to 4.99% of the outstanding common stock of the Company. The conversion price is 55% multiplied by the lowest traded price for the common stock during the previous 25 trading days prior to the applicable conversion date. The EMA Convertible Promissory Note may be prepaid in full at 135% to 150% up to 180 days from origination. Prior to September 30, 2020, EMA converted $35,366 of principal into 147,700,000 shares of common stock of the Company. 1,000,000 warrants were issued in conjunction with the issuance of this debt. See Note 7. The Company is in default under its derivative financial instruments and received notice of such from Auctus and EMA for not reserving enough shares for conversion and for not having filed a Form S-1 Registration Statement with the Securities and Exchange Commission. It was the intent of the Company to pay back all derivative securities prior to the due dates but that has not occurred in case of Auctus or EMA. As such, the Company is currently in negotiations with Auctus and EMA and relative to extending due dates and changing terms on the Notes. Although we have not been served, we are aware that the Company has been named in a lawsuit by EMA for failing to comply with a Securities Purchase Agreement entered into in June 2019. See Note 8 Other Commitments and Contingencies. On February 14, 2020, the Company agreed to a Secured Promissory Note with a third party for $90,000. The Secured Promissory Note was secured by the assets of the Company and was due June 14, 2020 or earlier in case the Company is successful in raising other monies and carried an interest charge of 10% payable with the principal. The Secured Promissory Note was also convertible at the option of the holder into an equivalent amount of Series D Preferred Stock. The Secured Promissory Note also included a guaranty by the CEO of the Company, Stephen J. Thomas III. This Secured Promissory Note was paid off in June 2020, including $9,000 of interest in June and $1,000 in July 2020. (3) The Factoring Agreement with full recourse, due February 29, 2020, as amended, was established in June 2016 with a company that is controlled by a shareholder and is personally guaranteed by an officer of the Company. The Factoring Agreement is such that the Company pays a discount of 2% per each 30-day period for each advance received against accounts receivable or future billings. The Company was advanced funds from the Factoring Agreement for which $101,244 and $101,244 in principal remained unpaid as of September 30, 2020 and December 31, 2019, respectively. On May 8, 2019, the Company entered into a factoring agreement with Advantage Capital Funding (“2019 Factoring agreement”). $500,000, net of expenses, was funded to the Company with a promise to pay $18,840 per week for 40 weeks until a total of $753,610 is paid which occurred in February 2020. On February 25, 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, of which $102,246 in payments have been deferred to be paid at the end of the 50-week term. The 2020 Factoring Agreement includes a guaranty by the CEO of the Company, Stephen J. Thomas III. (4) The Line of Credit originated with a bank and was secured by the personal assets of certain shareholders of Copperhead Digital. During 2016, the Line of Credit was assigned to the Copperhead Digital shareholders, who subsequent to the Copperhead Digital acquisition by TPTG became shareholders of TPTG, and the secured personal assets were used to pay off the bank. The Line of Credit bears a variable interest rate based on the 1 Month LIBOR plus 2.0%, 2.16% as of September 30, 2020, is payable monthly, and is secured by the assets of the Company. 1,000,000 shares of Common Stock of the Company have been reserved to accomplish raising the funds to pay off the Line of Credit. Since assignment of the Line of Credit to certain shareholders, which balance on the date of assignment was $2,597,790, those shareholders have loaned the Company $445,600 under the similar terms and conditions as the line of credit but most of which were also given stock options totaling $85,120 which expired as of December 31, 2019 (see Note 7) and was due, as amended, August 31, 2020. During the year ended December 31, 2019 and 2018, those same shareholders and one other have loaned the Company money in the form of convertible loans of $136,400 and $537,200, respectively, described in (2) and (6). (5) $350,000 represents cash due to the prior owners of the technology acquired in December 2016 from the owner of the Lion Phone which is due to be paid as agreed by TPTG and the former owners of the Lion Phone technology and has not been determined. $4,000,000 represents a promissory note included as part of the consideration of ViewMe Live technology acquired in 2017, later agreed to as being due and payable in full, with no interest with $2,000,000 from debt proceeds and the remainder from proceeds from the 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 . This $1,000,000 promissory note is On September 1, 2018, the Company closed on its acquisition of Blue Collar. Part of the acquisition included a promissory note of $1,600,000 and interest at 3% from the date of closure. The promissory note is secured by the assets of Blue Collar. $500,000 represents a Note Payable related to the acquisition of 75% of Aire Fitness, payable out of future capital raising efforts and has no specific due date and does not accrue interest. (6) During 2016, the Company acquired SDM which consideration included a convertible promissory note for $250,000 due February 29, 2019, as amended, does not bear interest, unless delinquent in which the interest is 12% per annum, and is convertible into common stock at $1.00 per share. The SDM balance is $182,381 as of September 30, 2020. As of March 1, 2020, this convertible promissory note is delinquent. During 2018, the Company issued convertible promissory notes in the amount of $537,200 to related parties and $10,000 to a non-related party which bear interest at 6% (11% default interest rate), are due 30 months from issuance and are convertible into Series C Preferred Stock at $1.00 per share. Because the Series C Preferred Stock has a conversion price of $0.15 per share, the issuance of Series C Preferred Stock promissory notes will cause a beneficial conversion feature of approximately $38,479 upon exercise of the convertible promissory notes. (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. See Lease financing arrangement in Note 8. | Financing arrangements as of December 31, 2019 and 2018 are as follows: 2019 2018 Business loans and advances (1) $ 1,121,640 615,692 Convertible notes payable (2) 2,101,649 15,000 Factoring agreements (3) 223,618 101,244 Debt – third party $ 3,446,907 731,936 Line of credit, related party secured by assets (4) $ 3,043,390 3,043,390 Debt– other related party, net of discounts (5) 5,950,000 5,912,898 Convertible debt – related party (6) 922,881 801,888 Shareholder debt (7) 303,688 181,694 Debt – related party $ 10,219,959 9,939,870 Total financing arrangements $ 13,666,866 10,671,806 Less current portion: Loans, advances and agreements – third party $ (344,758 ) (716,936 ) Convertible notes payable third party (2,101,649 ) (10,000 Debt – related party, net of discount (9,297,078 ) (9,137,982 ) Convertible notes payable– related party (534,381 ) (202,688 ) (12,277,866 ) (10,067,606 ) Total long term debt $ 1,389,000 604,200 (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%, 3.76% as of December 31, 2019, and is secured by assets of the Company, is 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). $500,500 is a line of credit that Blue Collar has with a bank, bears interest at Prime plus 1.125%, 5.88% as of December 31, 2019, and is due March 25, 2021. $500,000 is a bank loan dated May 28, 2019 which bears interest at Prime plus 6%, 10.75% as of December 31, 2019, is interest only for the first year, thereafter payable monthly of principal and interest until the due date of May 1, 2022. The bank loan is collateralized by assets of the Company. $10,000 is an amount the bears interest at 6%, subsequently increased to 11%, as it was due and not repaid on October 10, 2018. This amount and related accrued interest was paid off in March 2020. 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. On February 14, 2020, the Company agreement to a Secured Promissory Note with a third party for $90,000. The Secured Promissory Note is secured by the assets of the Company and is due June 14, 2020 or earlier in case the Company is successful in raising other monies and carries an annual interest charge of 10% payable with the principal. The Secured Promissory Note is also convertible at the option of the holder into an equivalent amount of Series D Preferred Stock. The Secured Promissory Note also includes a guaranty by the CEO of the Company, Stephen J. Thomas III. (2) During 2017, the Company issued convertible promissory notes in the amount of $67,000 (comprised of $62,000 from two related parties and $5,000 from a former officer of CDH), all which are due May 1, 2020 and bear 6% annual interest (12% default interest rate). The convertible promissory notes are convertible, as amended, at $0.25 per share. During 2019, the Company consummated Securities Purchase Agreements dated March 15, 2019, April 12, 2019, May 15, 2019, June 6, 2019 and August 22, 2019 with Geneva Roth Remark Holdings, Inc. (“Geneva Roth”) for the purchase of convertible promissory notes in the amounts of $68,000, $65,000, $58,000, $53,000 and $43,000 (“Geneva Roth Convertible Promissory Notes”). The Geneva Roth Convertible Promissory Notes are due one year from issuance, pays interest at the rate of 12% (principal amount increases 150%-200% and interest rate increases to 24% under default) per annum and gives the holder the right from time to time, and at any time during the period beginning 180 days from the origination date to the maturity date or date of default to convert all or any part of the outstanding balance into common stock of the Company limited to 4.99% of the outstanding common stock of the Company. The conversion price is 61% multiplied by the average of the two lowest trading prices for the common stock during the previous 20 trading days prior to the applicable conversion date. The Geneva Roth Convertible Promissory Notes may be prepaid in whole or in part of the outstanding balance at 125% to 140% up to 180 days from origination. Prior to December 31, 2019, Geneva Roth converted a total of $133,000 of principal and $3,900 of accrued interest of the March 15, 2019 and April 12, 2019 Securities Purchase Agreements into 17,832,948 shares of common stock of the Company leaving no outstanding principal balances on the March 15, 2019 and April 12, 2019 Securities Purchase Agreements. Subsequent to December 31, 2019, Geneva Roth converted another $111,000 of principal and $4,780 of accrued interest into 107,613,598 shares of common stock of the Company leaving zero balances on the May 15, 2019 and June 6, 2019 Securities Purchase Agreements. In addition, on February 13, 2020 the August 22, 2019 Securities Purchase Agreement was repaid for $63,086, including a premium and accrued interest. On March 25, 2019, the Company consummated a Securities Purchase Agreement dated March 18, 2019 with Auctus Fund, LLC. (“Auctus”) for the purchase of a $600,000 Convertible Promissory Note (“Auctus Convertible Promissory Note”). The Auctus Convertible Promissory Note is due December 18, 2019, pays interest at the rate of 12% (24% default) per annum and gives the holder the right from time to time, and at any time during the period beginning 180 days from the origination date or at the effective date of the registration of the underlying shares of common stock, which the holder has registration rights for, to convert all of the outstanding balance into common stock of the Company limited to 4.99% of the outstanding common stock of the Company. The conversion price is the lessor of the lowest trading price during the previous 25 trading days prior the date of the Auctus Convertible Promissory Note or 50% multiplied by the average of the two lowest trading prices for the common stock during the previous 25 trading days prior to the applicable conversion date. The Auctus Convertible Promissory Note may be prepaid in full at 135% to 150% up to 180 days from origination. Auctus converted $46,600 of accrued interest into 10,000,000 shares of common stock of the Company prior to December 31, 2019. Subsequent to December 31, 2019, Auctus converted another $22,409 of principal and $90,868 of accrued interest into 305,976,668 shares of common stock of the Company. 2,000,000 warrants were issued in conjunction with the issuance of this debt. See Note 8. 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 is due June 3, 2020, 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 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 is 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 may be prepaid in full at 125% to 145% up to 180 days from origination. Subsequent to December 31, 2019, Odyssey converted $43,500 of principal and $3,440 of accrued interest into 48,621,516 shares of common stock of the Company. On June 6, 2019, the Company consummated a Securities Purchase Agreement with JSJ Investments Inc. (“JSJ”) for the purchase of a $112,000 Convertible Promissory Note (“JSJ Convertible Promissory Note”). The JSJ Convertible Promissory Note is due June 6, 2020, pays interest at the rate of 12% per annum and gives the holder the right from time to time, and at any time during the period beginning 180 days from the origination date to convert all of the outstanding balance into common stock of the Company limited to 4.99% of the outstanding common stock of the Company. The conversion price is the lower of the market price, as defined, or 55% multiplied by the average of the two lowest trading prices for the common stock during the previous 20 trading days prior to the applicable conversion date. The JSJ Convertible Promissory Note may be prepaid in full at 135% to 150% up to 180 days from origination. JSJ converted $39,946 of principal into 12,843,087 shares of common stock of the Company prior to December 31, 2019. Subsequent to December 31, 2019, JSJ converted another $3,734 of principal into 5,656,913 shares of common stock of the Company. In addition, on February 25, 2020 the Company repaid for $97,000, including a premium and accrued interest, for all remaining principal and accrued interest balances as of that day. 333,333 warrants were issued in conjunction with the issuance of this debt. 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. Subsequent to December 31, 2019, EMA converted $35,366 of principal into 147,700,000 shares of common stock of the Company. 1,000,000 warrants were issued in conjunction with the issuance of this debt. See Note 8. The Company may be in default under several of its new derivative financial instruments for not having filed a Form S-1 Registration Statement with the Securities and Exchange Commission by now. It is the intent of the Company to pay back all derivative securities as soon as possible and is in negotiation for financing to do so. In addition, the Company is in negotiation to not have to file a Form S-1registrations statement to register certain underlying shares of common stock for warrants that were issued with the derivative securities. Otherwise, the Company may have to file a Form S-1 to register these underlying common shares. (3) The Factoring Agreement with full recourse, due August 31, 2020, as amended, was established in June 2016 with a company that is controlled by a shareholder and is personally guaranteed by an officer of the Company. The Factoring Agreement is such that the Company pays a discount of 2% per each 30-day period for each advance received against accounts receivable or future billings. The Company was advanced funds from the Factoring Agreement for which $101,244 and $101,244 in principal remained unpaid as of December 31, 2019 and 2018, respectively. On May 8, 2019, the Company entered into a factoring agreement with Advantage Capital Funding (“2019 Factoring agreement”). $500,000, net of expenses, was funded to the Company with a promise to pay $18,840 per week for 40 weeks until a total of $753,610 is paid. $122,374 remains outstanding under this 2019 Factoring Agreement as of December 31, 2019. (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%, 3.543% as of December 31, 2019, is payable monthly, and is secured by the assets of the Company. 1,000,000 shares of Common Stock of the Company have been reserved to accomplish raising the funds to pay off the Line of Credit. Since assignment of the Line of Credit to certain shareholders, which balance on the date of assignment was $2,597,790, those shareholders have loaned the Company $445,600 under the similar terms and conditions as the line of credit but most of which were also given stock options totaling $85,120 which expired as of December 31, 2019 (see Note 8) and is due, as amended, August 31, 2020. During the year 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) above. (5) $350,000 represents cash due to the prior owners of the technology acquired in December 2016 from the owner of the Lion Phone which is due to be paid as agreed by TPTG and the former owners of the Lion Phone technology and has not been determined. $4,000,000 represents a promissory note included as part of the consideration of ViewMe Live technology acquired in 2017, later agreed to as being due and payable in full, with no interest with $2,000,000 from debt proceeds intended to be obtained in 2018 and the remainder from proceeds from the second Company public offering intended to be in 2019. On September 1, 2018, the Company closed on its acquisition of Blue Collar. Part of the acquisition included a promissory note of $1,600,000 (fair value of $1,533,217, net of a discount to fair value of $66,783 which was amortized through expense through the due date of May 1, 2019) and interest at 3% from the date of closure. $37,102 and $29,681 was amortized as interest expense in the year ended December 31, 2019 and 2018, respectively. The promissory note is secured by the assets of Blue Collar. (6) During 2016, the Company acquired SDM which consideration included a convertible promissory note for $250,000 due February 29, 2019, as amended, does not bear interest, unless delinquent in which the interest is 12% per annum, and is convertible into common stock at $1.00 per share. The SDM balance is $182,381 as of December 31, 2019. As of March 1, 2020, this convertible promissory note is delinquent. During 2018, the Company issued convertible promissory notes in the amount of $537,200 to related parties and $10,000 to a non-related party which bear interest at 6% (11% default interest rate), are due 30 months from issuance and are convertible into Series C Preferred Stock at $1.00 per share. Because the Series C Preferred Stock has a conversion price of $0.15 per share, the issuance of Series C Preferred Stock promissory notes will cause a beneficial conversion feature of approximately $38,479 upon exercise of the convertible promissory notes. (7) The shareholder debt represents funds given to TPTG or subsidiaries by officers and managers of the Company as working capital. There are no written terms of repayment or interest that is being accrued to these amounts and they will only be paid back, according to management, if cash flows support it. They are classified as current in the balance sheets. During the year ended December 31, 2019, the Company borrowed $50,000 from a third party for working capital with no written terms. This was paid back prior to December 31, 2019 with $7,000 representing interest on the funds. See Lease financing arrangement in Note 8. |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENTS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
DERIVATIVE FINANCIAL INSTRUMENTS | The Company previously adopted the provisions of ASC subtopic 825-10, Financial Instruments The derivative liability as of September 30, 2020, in the amount of $6,582,252 has a level 3 classification under ASC 825-10. The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities as of September 30, 2020. Debt Derivative Liabilities Balance, December 31, 2018 $ — Debt discount from initial derivative 1,774,000 Initial fair value of derivative liabilities 2,601,631 Change in derivative liability from conversion of notes payable (407,654 ) Change in fair value of derivative liabilities at end of period 4,868,537 Balance, December 31, 2019 $ 8,836,514 Change in derivative liabilities from conversion of notes payable (1,144,290 ) Change in derivative liabilities from the Odyssey conversion to a term loan (1,286,763 ) Change in fair value of derivative liabilities at end of period – derivative expense 176,790 Balance, September 30, 2020 $ 6,582,252 Convertible notes payable and warrant derivatives – As of September 30, 2020, the Company marked to market the fair value of the debt derivatives and determined a fair value of $6,582,252 ($6,541,061 from the convertible notes and $41,191 from the warrants) in Note 5 (2) above. The Company recorded a loss from change in fair value of debt derivatives of $176,790 for the nine months ended September 30, 2020. 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 232.9% to 334.9%, (3) weighted average risk-free interest rate of 0.10% to 0.13% (4) expected life of 0.25 to 1.697 years, and (5) the quoted market price of $0.029 to $0.029 for the Company’s common stock. See Financing lease arrangements in Note 8. | The Company previously adopted the provisions of ASC subtopic 825-10, Financial Instruments The derivative liability as of December 31, 2019, in the amount of $8,836,514 has a level 3 classification under ASC 825-10. The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities as of December 31, 2019. There were no derivative financial instruments as of December 31, 2018. Debt Derivative Liabilities Balance, December 31, 2018 $ — Debt discount from initial derivative 1,774,000 Initial fair value of derivative liabilities 2,601,631 Change in derivative liability from conversion of notes payable (407,654 ) Change in fair value of derivative liabilities at end of period 4,868,537 Balance, December 31, 2019 $ 8,836,514 Derivative expense for the year ended December 31, 2019 $ 7,476,908 Convertible notes payable and warrant derivatives – As of December 31, 2019, the Company marked to market the fair value of the debt derivatives and determined a fair value of $8,836,514 ($8,833,465 from the convertible notes and $3,049 from the warrants) in Note 5 (2) above. The Company recorded a loss from change in fair value of debt derivatives of $7,476,908 for the year ended December 31, 2019. 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 178.2% to 278.9%, (3) weighted average risk-free interest rate of 1.55% to 1.88% (4) expected life of 0.72 to 5.0 years, and (5) the quoted market price of $0.045 to $0.098 for the Company’s common stock. See Financing lease arrangements in Note 8. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | The following table sets forth the components of the Company’s income tax expense (benefit) for the years ended December 31, 2019 and 2018: Current: 2019 2018 Federal State and local $ — — Total Current $ — — Deferred: Federal State and local benefit $ (2,945,915 ) (1,129,273 ) Net operating loss, net of state tax effect (107,011 ) (84,070 ) Meals and entertainment 4,506 2,183 Stock based expenses 124,124 235,256 Impairment 199,473 — Amortization 182,411 — Other 61,472 84,071 Change in allowance 2,480,939 891,833 Total Benefit $ — — The following table sets forth a reconciliation of the Company’s income tax expense (benefit) as the federal statutory rate to recorded income tax expense (benefit) for the years ended December 31, 2019 and 2018: 2019 2018 Income tax at Federal statutory rate 21 % 21 % Change in valuation allowance (21 %) (19 %) Stock based compensation (0 %) (0 %) Net operating loss, net of state tax effect (1 %) (1 %) Other (1 %) (1 %) Total — — The following table sets forth the components of the Company’s deferred income taxes as of December 31, 2019 and 2018: Current deferred tax assets (liabilities): 2019 2018 Valuation allowance $ — — Total current deferred tax asset (liability) $ — — Noncurrent deferred tax assets (liabilities): Derivative expense $ 1,570,151 — Intangible assets amortization 802,857 620,447 Net operating loss carry forwards 2,140,224 1,681,403 Stock base compensation 1,655,821 1,287,336 Other — 98,927 Less; Valuation allowance $ (6,169,052 ) (3,688,113 ) Total noncurrent deferred tax asset (liability) — — Total deferred tax asset (liability) $ — — The Company has approximately $10,000,000 and 8,000,000 of net operating loss carry forwards as of December 31, 2019 and 2018, respectively, which expire in varying amounts, if unused. Because of the change in ownership of more than 50% of the Company in accordance with Section 382 of the IRS Code, these net operating loss carry forwards may be significantly limited to use in future periods. |
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Stockholders' Deficit: | ||
STOCKHOLDERS' DEFICIT | Preferred Stock As of September 30, 2020, 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 and Series D Preferred Stock. During the nine months ended September 30, 2020, the Series A Preferred Stock and the Series B Preferred Stock were reclassified as mezzanine equity as a result of the Company not having enough authorized common shares to be able to issue common shares upon their conversion. Series A Convertible Preferred Stock In February 2015, the Company designated 1,000,000 shares of Preferred Stock as Series A Preferred Stock. The Series A Preferred Stock was designated in February 2016, has a par value of $.001, is redeemable at the Company’s option at $100 per share, is senior to any other class or series of outstanding Preferred Stock or Common Stock and does not bear dividends. The Series A Preferred Stock has a liquidation preference immediately after any Senior Securities, as defined and amended, of an amount equal to amounts payable owing, including contingency amounts where Holders of the Series A have personally guaranteed obligations of the Company. Holders 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, determined by the following formula: 60% of the issued and outstanding Common Shares as computed immediately after the transaction for conversion. For further clarification, the 60% of the issued and outstanding common shares includes what the holders of the Series A Preferred Stock may already hold in common shares at the time of conversion. The Series A Preferred Stock, collectively, shall have the right to vote as if converted prior to the vote to a number of shares equal to 60% of the outstanding Common Stock of the Company. 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. Series B Convertible Preferred Stock In February 2015, the Company designated 3,000,000 shares of Preferred Stock as Series B Convertible Preferred Stock. There are 2,588,693 shares of Series B Convertible Preferred Stock outstanding as of September 30, 2020. 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 basis. Series C Convertible Preferred Stock In May 2018, the Company designated 3,000,000 shares of Preferred Stock as Series C Convertible Preferred Stock. The Series C Preferred Stock 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 September 30, 2020. Series D Convertible Preferred Stock On June 15, 2020, the Company amended its Series D Designation from January 14, 2020. This Amendment 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 18 months from issuance an option to convert to common stock at the election of the holder 80% 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 on a one for one basis, 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%. As of the date hereof, there are no Series D Preferred shares outstanding as amended. Common Stock and Capital Contributions As of September 30, 2020, we had authorized 1,000,000,000 shares of Common Stock, of which 858,562,371 common shares are issued and outstanding. Common Stock Issued for Conversion of Debt During the nine months ended September 30, 2020, the Company issued 679,932,432 of common shares for $232,430 of principal and $104,300 of interest, resulting in a gain on extinguishment of $1,252,131. In addition, the Company issued 1,000,000 common shares in exchange for $58,000 of legal liabilities. Subscription Payable As of September 30, 2020, the Company has recorded $885,631 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: Unissued shares under consulting and director agreements 6,000,000 Unissued shares for conversion of debt 16,667 Unissued shares for acquisition of Bridge Internet 4,000,000 Shares receivable under prior terminated acquisition agreement (3,096,181 ) Net commitment 6,920,486 During the nine months ended September 30, 2020, the Company acquired 75% of Bridge Internet for 8,000,000 shares of common stock of TPT Global Tech, Inc., 4,000,000 common shares issued to Sydney “Trip” Camper immediately and 4,000,000 common shares which vest equally over two years. See Note 2. During 2018, a note payable of $2,000 was forgiven for 16,667 common shares. In 2018, Arkady Shkolnik and Reginald Thomas (family member of CEO) were added as members of the Board of Directors. In accordance with agreements with the Company for his services as a director, Mr. Shkolnik is to receive $25,000 per quarter and 5,000,000 shares of restricted common stock valued at approximately $692,500 vesting quarterly over twenty-four months. The quarterly cash payments of $25,000 will be paid in unrestricted common shares if the Company has not been funded adequately to make such payments. Mr. Thomas is to receive $10,000 per quarter and 1,000,000 shares of restricted common stock valued at approximately $120,000 vesting quarterly over twenty-four months. The quarterly payment of $10,000 may be suspended by the Company if the Company has not been adequately funded. As of September 30, 2020, $190,500 and $65,000 has been accrued as accounts payable in the balance sheet for Mr. Shkolnik and Mr. Thomas, respectively. For the nine months ended September 30, 2020 and 2019, $236,978 and $409,688, respectively, have been expensed under these agreements. Effective November 1 and 3, 2017, an officer of the Company contributed 9,765,000 shares of restricted Common Stock to the Company for the acquisition of Blue Collar and HRS. These shares were subsequently issued as consideration for these acquisitions in November 2017. In March 2018, the HRS acquisition was rescinded and 3,625,000 shares of common stock are being returned by the recipients. The other transaction involved 6,500,000 shares for the acquisition of Blue Collar which closed in 2018. As such, as of September 30, 2020 the 3,265,000 shares for the HRS transaction are reflected as subscriptions receivable based on their par value. QuikLAB Mobile Laboratory In July and August 2020, the Company formed Quiklab 1 LLC, QuikLAB 2, LLC, QuikLAB 3, LLC and QuikLAB 4, LLC. It is the intent to use these entities as vehicles into which third parties would invest and participate in owning QuikLAB Mobile Laboratories. As of September 30, 2020, Quiklab 1 LLC and QuikLAB 3, LLC have received an investment of $360,000 for which the third parties will benefit from owning 20% of QuikLAB Mobile Laboratories specific to their investment. Stock Options Options Outstanding Vested Vesting Period Exercise Price Outstanding and Exercisable Expiration Date December 31, 2018 3,093,120 1,954,230 100% at issue and 12 to 18 months $ 0.05 to $0.22 12-31-19 to 3-21-21 Expired (93,120 ) $ 0.05 to $0.22 12-31-19 December 31, 2019 3,000,000 3,000,000 12 to 18 months $ 0.10 3-1-20 to 3-21-21 Expired (2,000,000 ) September 30, 2020 1,000,000 1,000,000 12 months $ 0.10 3-21-21 During the year ended December 31, 2018, the company entered into consulting arrangements primarily for legal work and general business support that included the issuance of stock options to purchase 3,000,000 options to purchase common shares at $0.10 per share. 2,000,000 of these expired. The remaining 1,000,000 are fully vested as of September 30, 2020. The Black-Scholes options pricing model was used to value the stock options. The inputs included the following: (1) Dividend yield of 0% (2) expected annual volatility of 307% - 311% (3) discount rate of 2.2% to 2.3% (4) expected life of 2 years, and (5) estimated fair value of the Company’s common $0.125 to $0.155 per share. 93,120 options expired in 2019. Expense recorded in the six months ended September 30, 2020 and 2019 was $0 and $113,488 related to stock options. No further expense will be incurred to the consolidated statement of operations for the existing stock options. Warrants As of September 30, 2020, there were 3,333,333 warrants outstanding that expire in five years or in the year ended December 31, 2024. As part of the Convertible Promissory Notes payable – third party issuance in Note 5, the Company issued 3,333,333 warrants to purchase 3,333,333 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. The warrants issued were considered derivative liabilities valued at $41,191 of the total $6,582,252, derivative liabilities as of September 30, 2020. See Note 6. Common Stock Reservations The Company has reserved 1,000,000 shares of Common Stock of the Company for the purpose of raising funds to be used to pay off debt described in Note 5. We have reserved 20,000,000 shares of Common Stock of the Company to grant to certain employee and consultants as consideration for services rendered and that will be rendered to the Company. There are Transfer Agent common stock reservations that have been approved by the Company relative to the outstanding derivative financial instruments, the outstanding Form S-1 Registration Statement and general treasury of 96,165,803. | Preferred Stock As of December 31, 2019, 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 and Series D Preferred Stock. Series A Convertible Preferred Stock In February 2015, the Company designated 1,000,000 shares of Preferred Stock as Series A Preferred Stock. The Series A Preferred Stock was designated in February 2016, has a par value of $.001, is redeemable at the Company’s option at $100 per share, is senior to any other class or series of outstanding Preferred Stock or Common Stock and does not bear dividends. The Series A Preferred Stock has a liquidation preference immediately after any Senior Securities, as defined, and of an amount equal to $100 per share. 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, determined by the following formula: 60% of the issued and outstanding Common Shares as computed immediately after the transaction for conversion. For further clarification, the 60% of the issued and outstanding common shares includes what the holders of the Series A Preferred Stock may already hold in common shares at the time of conversion. The Series A Preferred Stock, collectively, shall have the right to vote as if converted prior to the vote to an amount of shares equal to 60% of the outstanding Common Stock of the Company. 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. Series B Convertible Preferred Stock In February 2015, the Company designated 3,000,000 shares of Preferred Stock as Series B Convertible Preferred Stock. There are 2,588,693 shares of Series B Convertible Preferred Stock outstanding as of December 31, 2019. 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 amount of common shares at the conversion price of $2.00 per share. The Series B Preferred Stock holders 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. Series C Convertible Preferred Stock In May 2018, the Company designated 3,000,000 shares of Preferred Stock as Series C Convertible Preferred Stock. There are no shares of Series C Convertible Preferred Stock outstanding as of December 31, 2019. The Series C Preferred Stock was designated in May 2018, has a par value of $.001, is not redeemable, is senior to any other class or series of outstanding Preferred Stock, except the Series A and Series B Preferred Stock, or Common Stock and does not bear dividends. The Series C Preferred Stock has a liquidation preference immediately after any Senior Securities, as defined and currently the Series A and B Preferred Stock, and of an amount equal to $2.00 per share. Holders of the Series C Preferred Stock have a right to convert all or any part of the Series C Preferred Shares and will receive an equal amount 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. Series D Convertible Preferred Stock On January 14, 2020, TPT Global Tech, Inc. ("the Company") filed an Amendment to its Articles of Incorporation to designate the Series D Convertible Preferred Stock. The Amendment designates 20,000,000 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.") As of the date hereof, there are no Series D Preferred shares outstanding. Series D Preferred shares have the following features: (i) 8% 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) Optional Conversion to common stock at the election of the holder 80% of the 30 day average market closing price (for previous 30 business days) divided into $2.00. This election may be made at any time after 18 months from issuance; (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 on a one for one basis, 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 - $2.00 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%. Common Stock and Capital Contributions As of December 31, 2019, we had authorized 1,000,000,000 shares of Common Stock, of which 177,629,939 common shares are issued and outstanding. Common Stock Contributions Related to Acquisitions Effective November 1 and 3, 2017, an officer of the Company contributed 9,765,000 shares of restricted Common Stock to the Company for the acquisition of Blue Collar and HRS. These shares were subsequently issued as consideration for these acquisitions in November 2017. In March 2018, the HRS acquisition was rescinded and 3,625,000 shares of common stock are being returned by the recipients. The other transaction involved 6,500,000 shares for the acquisition of Blue Collar. In March 2018 and again in August 2018, this transaction was amended and closed on September 1, 2018. As such, as of December 31, 2019 and 2018 both the 3,265,000 shares for the HRS transaction are reflected as subscriptions receivable based on their par value. Common Stock Issued for Expenses and Liabilities During the year ended December 31, 2018, the Company entered into a two-year agreement for legal services. The agreement provided for 4,000,000 shares of restricted common stock to be issued. 2,000,000 to be issued for previous legal services upon execution of the agreement in March 2018 and the remaining 2,000,000 in the form of stock options to purchase common stock at $0.10 per share, of which the stock options would vest equally over 18 months. The value of the Company’s common stock upon execution of the agreement was $0.125 per share, or $250,000 which was recorded as professional expenses during 2018. See stock options and warrants discussion below for the value of the 2,000,000 stock options. During the year ended December 31, 2018, the Company also entered into a twelve-month general consulting agreement with a third party to provide general business advisory services to be rendered through March 30, 2019 for 1,000,000 restricted shares of common stock and 1,000,000 options to purchase restricted common shares at $0.10 per share for 36 months from the time of grant. The fair value of the common shares granted was based on the Company’s stock price of $0.155 per share, or $155,000 of which $120,556 was expensed during the period for the portion of service term complete as of December 31, 2018. During the year ended December 31, 2018, the Company entered into a consulting agreement for market services for which it granted 2,500,000 shares of restricted common stock and will pay $50,000. The per share value used was the Company’s closing stock price of $0.1297 on the date of the agreement, or a total of $324,250 which was expensed in 2018. For these three agreements, the underlying stock for the stock options are intended to come from the contribution of stock by an officer of the Company. During the years ended December 31, 2019 and 2018, the Company recorded $581,364 and $694,806 as stock-based compensation related to these agreements. As of December 31, 2019, all amounts have been amortized for the general consulting agreement. Common Stock Payable Issued for Expenses and Liabilities During the years ended December 31, 2018, 16,667 of common shares were subscribed to for a note payable on the balance sheet of $2,000. In August 2018, a majority of the outstanding voting shares of the Company voted through a consent resolution to support a consent resolution of the Board of Directors of the Company to add two new directors to the Board. As such, Arkady Shkolnik and Reginald Thomas (family member of CEO) were added as members of the Board of Directors. The total members of the Board of Directors after this addition is four. In accordance with agreements with the Company for his services as a director, Mr. Shkolnik is to receive $25,000 per quarter and 5,000,000 shares of restricted common stock valued at approximately $692,500 vesting quarterly over twenty-four months. The quarterly cash payments of $25,000 will be paid in unrestricted common shares if the Company has not been funded adequately to make such payments. Mr. Thomas is to receive $10,000 per quarter and 1,000,000 shares of restricted common stock valued at approximately $120,000 vesting quarterly over twenty-four months. The quarterly payment of $10,000 may be suspended by the Company if the Company has not been adequately funded. As of December 31, 2019, $122,500 and $40,000 has been accrued in the balance sheet for Mr. Shkolnik and Mr. Thomas, respectively. Common Stock Contributions by Officer for Cash During the year ended December 31, 2018, 3,675,000 restricted shares of Common Stock were subscribed to from investors for $367,500 or $0.10 per share, which stock was contributed by an officer of the Company as a capital contribution. Stock Options Options Outstanding Vested Vesting Period Exercise Price Outstanding and Exercisable Expiration Date December 31, 2017 93,120 93,120 --- $ 0.05 to $0.22 12-31-19 Granted 3,000,000 --- 12 to 18 months $ 0.10 2-28-20 to 3-20-21 December 31, 2018 3,093,120 1,954,230 $ 0.05 to $0.22 12-31-19 to 3-20-21 Expired (93,120 ) $ 0.05 to $0.22 12-31-19 December 31, 2019 3,000,000 3,000,000 $ 0.10 3-20-21 During the year ended December 31, 2018, the company entered into consulting arrangements primarily for legal work and general business support that included the issuance of stock options to purchase 3,000,000 options to purchase common shares at $0.10 per share, all of which are fully vested as of December 31, 2019. These stock options have an exercise period of 24 to 36 months. The Black-Scholes options pricing model was used to value the stock options. The inputs included the following: (1) Dividend yield of 0% (2) expected annual volatility of 307% - 311% (3) discount rate of 2.2% to 2.3% (4) expected life of 2 years, and (5) estimated fair value of the Company’s common $0.125 to $0.155 per share. During the years ended December 31, 2019 and 2018, the Company recorded $140,668 and $256,187, respectively, as stock-based compensation related to the stock options and the related service period for which services have been rendered. 93,120 of these options expired in 2019. There is no further expense that will be incurred to the consolidated statement of operations for the existing stock options. Warrants As of December 31, 2019, there were 3,333,333 warrants outstanding that expire in five years or in the year ended December 31, 2024. As part of the Convertible Promissory Notes payable – third party issuance in Note 5, the Company issued 3,333,333 warrants to purchase 3,333,333 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. The warrants issued were considered derivative liabilities valued at $3,049 of the total $8,836,514, derivative liabilities as of December 31, 2019. See Note 5. Common Stock Reservations The Company has reserved 1,000,000 shares of Common Stock of the Company for the purpose of raising funds to be used to pay off debt described in Note 5. We have reserved 20,000,000 shares of Common Stock of the Company to grant to certain employee and consultants as consideration for services rendered and that will be rendered to the Company. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | Accounts Payable and Accrued Expenses Accounts payable: 2020 2019 Related parties (1) $ 1,207,092 $ 1,141,213 General operating 4,156,498 3,342,952 Accrued interest on debt (2) 1,167,156 793,470 Credit card balances 177,714 183,279 Accrued payroll and other expenses 260,819 207,108 Taxes and fees payable 641,012 633,357 Unfavorable lease liability 151,419 242,256 Total $ 7,761,710 $ 6,543,635 (1) Relates to amounts due to management and members of the Board of Directors according to verbal and written agreements that have not been paid as of period end. (2) Portion relating to related parties is $615,141 and $481,942 for September 30, 2020 and December 31, 2019, respectively Operating lease obligations We have various non-cancelable lease agreements for certain of our tower locations with original lease periods expiring between 2020 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. 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 6 years. Our Michigan main office lease and an equipment lease described below and leases with an initial term of twelve months have not been recorded on the consolidated balance sheets. We recognize rent expense on a straight-line basis over the lease term. As of September 30, 2020, operating lease right-of-use assets and liabilities arising from operating leases were $4,531,784 and $4,726,609, respectively. During the nine months ended September 30, 2020, cash paid for amounts included for the measurement of lease liabilities was $2,109,462 and the Company recorded lease expense in the amount of $2,109,462 in costs of goods sold. The following is a schedule showing the future minimum lease payments under operating leases by years and the present value of the minimum payments as of September 30, 2020. 2020 $ 582,089 2021 1,949,477 2022 1,329,255 2023 815,977 2024 569,213 Thereafter 344,754 Total operating lease liabilities $ 5,590,765 Amount representing interest $ (864,156 ) Total net present value $ 4,726,609 Office lease used by CEO The Company entered into a lease of 12 months or less for living space which is occupied by Stephen Thomas, Chairman, CEO and President of the Company. Mr. Thomas lives in the space and uses it as his corporate office. The company has paid $22,500 and $23,641 in rent and utility payments for this space for the nine months ended September 30, 2020 and 2019, respectively. Financing lease obligations Future minimum lease payments are as follows: Obligation 2020 2021 In Default Total Telecom Equipment Finance (1) $ 449,103 — 449,103 $ 449,103 XRoads Equipment Agreement (2) 18,790 84,559 — 103,349 467,893 84,559 449,103 552,452 (1) The Telecom Equipment Lease is with an entity owned and controlled by shareholders of the Company and was due August 31, 2020, as amended. (2) The Xroads Equipment Agreement is with a third party that allows the Company to pay $11,288 per month starting on November 16, 2020 for eleven months with a $1 value acquisition price at the termination of the lease. Other Commitments and Contingencies The Company has employment agreements with certain employees of SDM and K Telecom and Aire Fitness. The agreements are such that SDM and K Telecom, on a standalone basis in each case, must provide sufficient cash flow to financially support the financial obligations within the employment agreements. The Company has been named in a lawsuit 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. Management believes it has good and meritorious defenses and does not believe the outcome of the lawsuit will have any material effect on the financial position of the Company. Although we have not been served, we are aware that the Company has been named in a lawsuit by 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 is beginning to review the lawsuit but does not believe at this time that any negative outcome would result in more than the $593,120 it has recorded on its balance sheet as of September 30, 2020. As of September 30, 2020, the company has collected $338,725 from one customer in excess of amounts due from that customer in accordance with the customer’s understanding of the appropriate billings activity. The customer has filed a written demand for repayment by the Company of amounts owed. Management believes that the customer agreement allows them to keep the amounts under dispute. Given the dispute, the Company has reflected the amounts in dispute as a customer liability on the consolidated balance sheet as of September 30, 2020 and December 31, 2019 and does not believe the outcome of the dispute will have a material effect on the financial position of the Company. 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 is guaranteed for five years whether or not Ms. Caudle is dismissed with cause. | Accounts Payable and Accrued Expenses Accounts payable: 2019 2018 Related parties (1) $ 1,141,213 $ 741,577 General operating 3,342,952 3,037,601 Accrued interest on debt (2) 793,470 306,319 Credit card balances 183,279 246,949 Accrued payroll and other expenses 207,108 33,063 Taxes and fees payable 633,357 629,462 Unfavorable lease liability 242,256 — Total $ 6,543,635 $ 4,993,970 (1) Relates to amounts due to management and members of the Board of Directors according to verbal and written agreements that have not been paid as of period end. (2) Portion relating to related parties is $481,942 and $195,456 for December 31, 2019 and 2018, respectively. Operating lease obligations The Company adopted Topic 842 on January 1, 2019. The Company elected to adopt this standard using the optional modified retrospective transition method and recognized a cumulative-effect adjustment to the consolidated balance sheet on the date of adoption. Comparative periods have not been restated. With the adoption of Topic 842, the Company’s consolidated balance sheet now contains the following line items: Operating lease right-of-use assets, Current portion of operating lease liabilities and Operating lease liabilities, net of current portion. As all the existing leases subject to the new lease standard were previously classified as operating leases by the Company, they were similarly classified as operating leases under the new standard. The Company has determined that the identified operating leases did not contain non-lease components and require no further allocation of the total lease cost. Additionally, the agreements in place did not contain information to determine the rate implicit in the leases, so we used our estimated incremental borrowing rate as the discount rate. Our weighted average discount rate is 12.0% and the weighted average lease term of 6 years. We have various non-cancelable lease agreements for certain of our tower locations with original lease periods expiring between 2020 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. Our Michigan main office lease and an equipment lease described below and leases with an initial term of twelve months have not been recorded on the consolidated balance sheets. We recognize rent expense on a straight-line basis over the lease term. As of December 31, 2019, operating lease right-of-use assets and liabilities arising from operating leases were $3,886,045 and $3,931,580, respectively. During the year ended December 31, 2019, cash paid for amounts included for the measurement of lease liabilities was $1,835,041 and the Company recorded lease expense in the amount of $1,880,576 in general and administrative expenses. The following is a schedule showing the future minimum lease payments under operating leases by years and the present value of the minimum payments as of December 31, 2019. 2020 $ 2,040,592 2021 $ 1,389,503 2022 $ 770,549 2023 $ 266,170 2024 $ 45,479 Thereafter $ 112,639 Total operating lease liabilities $ 4,624,932 Amount representing interest $ (693,352 ) Total net present value $ 3,931,580 Office lease used by CEO During the years ended December 31, 2019 and 2018, the Company entered into a lease of 12 months or less for living space which is occupied by Stephen Thomas, Chairman, CEO and President of the Company. Mr. Thomas lives in the space and uses it as his corporate office. The company has paid $30,857 and $26,792 in rent and utility payments for this space for the year ended December 31, 2019 and 2018, respectively. Financing lease obligations Future minimum lease payments are as follows: Obligation 2019 In Default Total Telecom Equipment Finance (1) $ 449,103 — $ 449,103 (1) The Telecom Equipment Lease is with an entity owned and controlled by shareholders of the Company and is due August 31, 2020, as amended. Other Commitments and Contingencies The Company has employment agreements with certain employees of SDM and K Telecom. The agreements are such that SDM and K Telecom, on a standalone basis in each case, must provide sufficient cash flow to financially support the financial obligations within the employment agreements. The Company has been named in a lawsuit 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. Management believes it has good and meritorious defenses and does not believe the outcome of the lawsuit will have any material effect on the financial position of the Company. As of December 31, 2019 and 2018, the company has collected $338,725 from one customer in excess of amounts due from that customer in accordance with the customer’s understanding of the appropriate billings activity. The customer has filed a written demand for repayment by the Company of amounts owed. Management believes that the customer agreement allows them to keep the amounts under dispute. Given the dispute, the Company has reflected the amounts in dispute as a customer liability on the consolidated balance sheet as of December 31, 2019 and 2018 and does not believe the outcome of the dispute will have a material effect on the financial position of the Company. |
RELATED PARTY ACTIVITY
RELATED PARTY ACTIVITY | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Related Party Transactions [Abstract] | ||
RELATED PARTY ACTIVITY | Accounts Payable and Accrued Expenses There are amounts outstanding due to related parties of the Company of $1,207,092 and $1,141,213, respectively, as of September 30, 2020 and December 31, 2019 related to amounts due to employees, management and members of the Board of Directors according to verbal and written agreements that have not been paid as of period end which are included in accounts payable and accrued expenses on the balance sheet. See Note 8. As is mentioned in Note 7, Reginald Thomas was appointed to the Board of Directors of the Company in August 2018. Mr. Thomas is the brother to the CEO Stephen J. Thomas III. According to an agreement with Mr. Reginald Thomas, he is to receive $10,000 per quarter and 1,000,000 shares of restricted common stock valued at approximately $120,000 vesting quarterly over twenty-four months. The quarterly payment of $10,000 may be suspended by the Company if the Company has not been adequately funded. Leases See Note 8 for office lease used by CEO. Debt Financing and Amounts Payable/Receivable As of September 30, 2020, there are amounts due to management/shareholders of $175,222 included in financing arrangements, of which $101,645 is payable from the Company to Stephen J. Thomas III, CEO of the Company. See Note 5. In addition, as of September 30, 2020 and December 31, 2019, amounts receivable from Mark Rowen, CEO of Blue Collar were $54,977 and $0, respectively, consisting of a net balance in advances and reimbursable expenses. Revenue Transactions Blue Collar provided production services to an entity controlled by the Blue Collar CEO (355 LA, LLC or “355”) for which it recorded revenues of $398,677 and $0, respectively, for the nine months ended September 30, 2020 and 2019. 355 was formed in October 2019 by the CEO of Blue Collar for the purpose of production of certain additional footage for a 355 customer. 355 has opportunity to engage with other production relationships outside of using Blue Collar. Accounts receivable from 355 as of September 30, 2020 and December 31, 2019 is $0 and $0, respectively. Other Agreements On April 17, 2018, the CEO of the Company, Stephen Thomas, signed an agreement with New Orbit Technologies, S.A.P.I. de C.V., a Mexican corporation, (“New Orbit”), majority owned and controlled by Stephen Thomas, related to a license agreement for the distribution of TPT licensed products, software and services related to Lion Phone and ViewMe Live within Mexico and Latin America (“License Agreement”). The License Agreement provides for New Orbit to receive a fully paid-up, royalty-free, non-transferable license for perpetuity with termination only under situations such as bankruptcy, insolvency or material breach by either party and provides for New Orbit to pay the Company fees equal to 50% of net income generated from the applicable activities. The transaction was approved by the Company’s Board of Directors in June 2018. There has been no activity on this agreement. | Accounts Payable and Accrued Expenses There are amounts outstanding due to related parties of the Company of $1,141,213 and $741,577, respectively, as of December 31, 2019 and 2018 related to amounts due to employees, management and members of the Board of Directors according to verbal and written agreements that have not been paid as of period end which are included in accounts payable and accrued expenses on the balance sheet. See Note 9. As is mentioned in Note 8, Reginald Thomas was appointed to the Board of Directors of the Company in August 2018. Mr. Thomas is the brother to the CEO Stephen J. Thomas III. According to an agreement with Mr. Reginald Thomas, he is to receive $10,000 per quarter and 1,000,000 shares of restricted common stock valued at approximately $120,000 vesting quarterly over twenty-four months. The quarterly payment of $10,000 may be suspended by the Company if the Company has not been adequately funded. Leases See Note 9 for office lease used by CEO. Debt Financing and Amounts Payable As of December 31, 2019, there are amounts due to management/shareholders of $303,688 included in financing arrangements, of which $127,712 is payable from the Company to Stephen J. Thomas III, CEO of the Company. See note 5. Revenue Transactions and Accounts Receivable During the year ended December 31, 2019, Blue Collar provided production services to an entity controlled by the Blue Collar CEO (355 LA, LLC or “355”) for which it recorded revenues of $707,263 and had accounts receivable outstanding as of December 31, 2019 of $169,439 which is included in accounts receivable on the consolidated balance sheet. 355 was formed in October 2019 by the CEO of Blue Collar for the purpose of production of certain additional footage for a 355 customer. 355 has opportunity to engage with other production relationships outside of using Blue Collar. Common Stock and Stockholders’ Deficit There are shares issuances and capital contributions from an officer of the Company. See Note 8. Other Agreements On April 17, 2018, the CEO of the Company, Stephen Thomas, signed an agreement with New Orbit Technologies, S.A.P.I. de C.V., a Mexican corporation, (“New Orbit”), majority owned and controlled by Stephen Thomas, related to a license agreement for the distribution of TPT licensed products, software and services related to Lion Phone and ViewMe Live within Mexico and Latin America (“License Agreement”). The License Agreement provides for New Orbit to receive a fully paid-up, royalty-free, non-transferable license for perpetuity with termination only under situations such as bankruptcy, insolvency or material breach by either party and provides for New Orbit to pay the Company fees equal to 50% of net income generated from the applicable activities. The transaction was approved by the Company’s Board of Directors in June 2018. There has been no activity on this agreement. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
GOODWILL AND INTANGIBLE ASSETS | Goodwill and intangible assets are comprised of the following: September 30, 2020 Gross carrying amount (1) Accumulated Amortization Net Book Value Useful Life Customer Base $ 938,000 $ (182,124 ) $ 755,876 3-10 Developed Technology 4,595,600 (1,489,319 ) 3,106,281 9 Film Library 957,000 (159,050 ) 797,950 11 Trademarks and Tradenames 132,000 (23,829 ) 108,171 12 Favorable leases 95,000 (42,400 ) 52,600 3 Other 7,120 — 7,120 10 6,724,720 (1,896,722 ) 4,827,998 Goodwill $ 1,640,099 $ — $ 1,640,099 Amortization expense was $548,205 and $643,942 for the nine months ended September 30, 2020 and 2019, respectively. December 31, 2019 Gross carrying amount Accumulated Amortization Net Book Value Useful Life Customer Base $ 1,197,200 $ (364,383 ) $ 832,817 3-10 Developed Technology 4,595,600 (1,106,351 ) 3,489,249 9 Film Library 957,000 (104,900 ) 852,100 11 Trademarks and Tradenames 132,000 (15,123 ) 116,877 12 Favorable leases 95,000 (16,960 ) 78,040 3 6,976,800 (2,707,717 ) 5,369,083 Goodwill $ 1,050,366 $ — $ 1,050,366 Remaining amortization of the intangible assets is as following for the next five years and beyond: 2020 2020 $ 188,969 2021 798,524 2022 791,404 2023 788,036 2024 771,052 Thereafter 1,490,013 $ 4,827,998 On May 6, 2020, the Company entered into an agreement with Steve and Yuanbing Caudle for the acquisition of the Media One Live platform for $1,000,000 in the form of a promissory note, 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 ViewMe technology that is being developed by the Company. This technology is considered to be the social media add on to the ViewMe live streaming engine platform. The Company evaluated this acquisition in accordance with ASC 985-20 Costs of Software to be Sold, Leased or Marketed and concluded that the cost of the acquisition is to be treated as an expense as research and development. | Amortization expense was $868,622 and 760,350 for year ended December 31, 2019 and 2018, respectively. Increases from the prior year are from the acquisition of the SpeedConnect assets. See more details on this acquisition in Note 2 to these consolidated financial statements. During the year ended December 31, 2019, the Company’s evaluation of goodwill and intangible assets resulted in impairments for Copperhead Digital to goodwill of $70,995 and for developed technology of $600,000 resulting in impairment expense of $70,995 and $272,213, respectively. During this same period an impairment of the developed technology intangible of $910,000 for the Lion Phone resulted in impairment expense of $606,664. Goodwill and intangible assets are comprised of the following: December 31, 2019 Gross carrying amount (1) Accumulated Amortization Net Book Value Useful Life Customer Base $ 1,197,200 (364,383 ) 832,817 3-10 Developed Technology $ 4,595,600 (1,106,351 ) 3,489,249 9 Film Library $ 957,000 (104,900 ) 852,100 11 Trademarks and Tradenames $ 132,000 (15,123 ) 116,877 12 Favorable leases $ 95,000 (16,960 ) 78,040 3 $ 6,976,800 (2,707,717 ) 5,369,083 Goodwill $ 1,050,366 — 1,050,366 — December 31, 2018 Gross carrying amount Accumulated Amortization Net Book Value Useful Life Customer Base $ 1,947,200 (1,374,933 ) 572,267 3-10 Developed Technology $ 6,105,600 (1,059,070 ) 5,046,530 9 Film Library $ 957,000 (32,700 ) 924,300 11 Trademarks and Tradenames $ 132,000 (3,515 ) 128,485 12 $ 9,141,800 (2,470,218 ) 6,671,582 Goodwill $ 924,361 — 924,361 — Remaining amortization of the intangible assets is as following for the next five years and beyond: 2020 2021 2022 2023 2024 Beyond Customer Base 103,455 103,455 103,455 103,455 103,455 315,542 Developed Technology 510,624 510,624 510,624 510,624 510,624 936,129 Film Library 87,000 87,000 87,000 87,000 87,000 417,100 Trademarks and Tradenames 11,000 11,000 11,000 11,000 11,000 61,877 Favorable Leases 20,352 20,352 20,352 16,984 — — 732,431 732,431 732,431 729,063 712,079 1,730,648 |
SEGMENT REPORTING
SEGMENT REPORTING | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Segment Reporting [Abstract] | ||
SEGMENT REPORTING | ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Company's internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for details on the Company's business segments. The Company's chief operating decision maker (“CODM”) has been identified as the CEO who reviews the financial information of separate operating segments when making decisions about allocating resources and assessing performance of the group. Based on management's assessment, the Company considers its most significant segments for 2020 and 2019 are those in which it is providing Broadband Internet through TPT SpeedConnect and Media Production services through Blue Collar. The following table presents summary information by segment for the nine months ended September 30, 2020 and 2019 respectively: 2020 TPT eedConnect Blue Collar Corporate and other Total Revenue $ 7,683,928 $ 877,607 $ 57,819 $ 8,619,354 Cost of revenue $ 4,876,775 $ 418,968 $ 267,357 $ 5,563,100 Net income (loss) $ 880,554 $ (174,388 ) $ (5,597,196 ) $ (4,881,030 ) Depreciation and amortization $ 390,422 $ 83,502 $ 855,331 $ 1,329,255 Derivative expense $ — $ — $ 176,790 $ 176,790 Interest expense $ 135,500 $ 28,172 $ 918,587 $ 1,082,259 2019 TPT SpeedConnect Blue Collar Corporate and other Total Revenue $ 4,762,827 $ 888,191 $ 556,413 $ 6,207,431 Cost of revenue $ 3,003,849 $ 567,897 $ 353,267 $ 3,925,013 Net loss $ 926,279 $ (251,079 ) $ (9,213,560 ) $ (8,538,360 ) Depreciation and amortization $ 147,056 $ 15,422 $ 849,826 $ 1,012,304 Derivative expense $ — $ — $ 3,572,107 $ 3,572,107 Interest expense $ — $ 85,647 $ 2,479,757 $ 2,565,404 | 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 2019 and 2018 are those in which it is providing Broadband Internet through TPT SpeedConnect and Media Production services through Blue Collar. The following table presents summary information by segment for the twelve months ended December 31, 2019 and 2018, respectively: 2019 TPT SpeedConnect Blue Collar Corporate and other Total Revenue $ 8,002,875 $ 1,941,955 $ 267,547 $ 10,212,377 Cost of revenue $ 4,879,444 $ 751,349 $ 281,208 $ 5,912,001 Net income (loss) $ 1,124,210 $ 428,758 $ (15,581,133 ) $ (14,028,165 ) Total assets $ 8,003,380 $ 476,268 $ 6,974,105 $ 15,453,753 Depreciation and amortization $ 282,449 $ 20,563 $ 1,156,679 $ 1,459,691 Derivative expense $ — $ — $ 7,476,908 $ 7,476,908 Interest expense $ — $ 119,359 $ 3,461,661 $ 3,581,020 2018 TPT SpeedConnect Blue Collar Corporate and other Total Revenue $ — $ 89,474 $ 847,595 $ 937,069 Cost of revenue $ — 215,976 $ 1,533,058 $ 1,749,034 Net loss $ (464,494 ) $ (4,912,995 ) $ (5,377,489 ) Total assets $ — 101,164 $ 10,720,553 $ 10,821,717 Depreciation and amortization $ — 6,854 $ 967,319 $ 974,173 Interest expense $ — $ 36,792 $ 195,880 $ 232,672 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | Transcell Biologics On November 8, 2020, the Company’s subsidiary TPT MedTech entered into a letter of intent investment agreement with Transcell Biologics and Transcell Oncologics whereby TPT MedTech would invest $3,000,000 at closing. Closing is anticipated to be after sufficient capital is raised, customary due diligence is complete and agreement by all parties as to the valuation and stake for which the investment would represent. The Company believes that Transcell Biologics and Transcell Oncologics have significant synergies with TPT MedTech’s current and anticipated activities. Subsequent to September 30, 2020, the Company signed consulting agreements related to their activities with TPT MedTech with two third parties on October 2, 2020 for which we agreed to issue 300,000 shares of restricted common stock. In addition, the Company issued 14,667 of subscribed shares. Subsequent to September 30, 2022, the Company issued restricted common shares under its agreements with its outside directors for which is issued 6,000,000 shares. In addition, 1,000,000 shares were issued to a consultant as a bonus for IR consulting services performed. On November 17, 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 is to pay $11,658 per week for 28 weeks at an effective interest rate of approximately 36% annually. The 2020 NewCO Factoring Agreement includes a guaranty by the CEO of the Company, Stephen J. Thomas III. Subsequent to September 30, 2022, we entered into a Settlement Agreement to settle outstanding legal fees in the amount of $74,397 for TPT common shares. The number of shares to be issued in consideration is to be computed at the five day average trading price as specified under Rule 474 under the Securities Act of 1933 for the 5 days preceding the date of the request for acceleration of the effective date of this registration of our common shares to be issued. This $74,397 may also be fully settled in cash at any time prior to the issuance of the shares of stock of the Company. Subsequent events were reviewed through the date the financial statements were issued. | Debt and Advances On February 25, 2020, the Company entered into an Agreement for the Purchase and Sale of Future Receipts (“Advantage Merchant Agreement”). The balance to be purchased and sold is $716,720 for which the Company received $500,000, net of fees. Under the Financing Agreement, the Company will pay $14,221 per week for 50 weeks. The Advantage Merchant Agreement includes a guaranty by the CEO of the Company, Stephen J. Thomas III. In addition, the Company agreement to a Secured Promissory Note with a third party for $90,000 dated February 14, 2020. The Secured Promissory Note is secured by the assets of the Company and is due June 14, 2020 or earlier in case the Company is successful in raising other monies and carries an annual interest rate of 10% payable with the principal. The Secured Promissory Note is also convertible at the option of the holder into an equivalent amount of Series D Preferred Stock. The Secured Promissory Note also includes a guaranty by the CEO of the Company, Stephen J. Thomas III. Some of the funds from the Advantage Merchant Agreement and the Secured Promissory Note were used to pay off the remaining balance of $97,000, including premium and accrued interest, of the Convertible Promissory Notes with JSJ Investments and the remaining Convertible Promissory Note to Geneva Roth of $63,086, including premium and accrued interest. Bridge Internet Acquisition On March 6, 2020, the executed an Acquisition and Purchase Agreement (“Agreement”) dated March 6, 2020 with Bridge Internet, LLC (“Bridge Internet”), a Delaware Limited Liability Company. The Company acquired 75% of Bridge Internet for 8,000,000 shares of common stock of TPT Global Tech, Inc., 4,000,000 common shares issued to Sydney “Trip” Camper immediately and 4,000,000 common shares which vest equally over two years. As sufficient funding is raised by the Company, defined as approximately $3,000,000, marketing funds of up to $200,000 per quarter for the next year from date of signing Agreement will be provided. Tower industry Veteran, Founder and CEO of Bridge Internet, Sydney “Trip” Camper, will retain the remaining 25% of Bridge Internet and stay on as the CEO, as well as become the acting CEO of TPT Speed Connect LLC, the Company’s wholly owned subsidiary TPT SpeedConnect, LLC. A formal employment agreement and biographical information for Sydney “Trip” Camper will be filed in a separate Form 8-K once completed. Bridge Internet offers a Joint Venture (JV) business model to Municipalities, Cooperatives and Individual Territory Owners throughout the United States. It currently has no revenues. As a territorial, duplicatable, wireless internet service provider, this is a unique opportunity for potential JV partners to join an incredible revenue sharing business model. It is very easy for Municipalities, Cooperatives or Individual Owners to start JV businesses with Bridge Internet to provide their communities with state-of-the-art High-Speed Internet, Voice and IPTV services. The internet is a commodity many take for granted but for those with limited access every day is an unnecessary struggle. With millions of rural Americans struggling to find a reliable internet provider, Bridge Internet will help make a difference in people’s lives by providing access to online classes, healthcare, news and entertainment. Convertible Promissory Notes Subsequent to December 31, 2019, there have been $216,010 of principal and $99,088 of accrued interest for a total of $315,098 of convertible promissory notes that have been converted to 615,568,695 common shares. See Note 5 related to debt financing arrangements. These conversions have significantly increased the amount of common shares outstanding since December 31, 2019. COVID-19 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 an indefinite period of time, the Company closed its Blue Collar office in Los Angeles, California and its TPT SpeedConnect offices in Michigan, Idaho and Arizona. Most employees are 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 is attempting to take advantage of the stimulus offerings but has not solidified anything on this yet. On February 25, 2020, the Company entered the Advantage Merchant Agreement, mentioned above, and received $500,000, net of fees. 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 decrease significantly because of the COVID-19 closures. As the COVID-19 pandemic is complex and rapidly evolving, the Company's plans as described above may change. At this point, we cannot reasonably estimate the duration and severity of this pandemic, which could have a material adverse impact on our business, results of operations, financial position and cash flows. |
DESCRIPTION OF BUSINESS AND S_2
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Nature of Operations | The Company was originally incorporated in 1988 in the state of Florida. TPT Global, Inc., a Nevada corporation formed in June 2014, merged with Ally Pharma US, Inc., a Florida corporation, (“Ally Pharma”, formerly known as Gold Royalty Corporation) in a “reverse merger” wherein Ally Pharma issued 110,000,000 shares of Common Stock, or 80% ownership, to the owners of TPT Global, Inc. in exchange for all outstanding common stock of TPT Global Inc. and Ally Pharma agreed to change its name to TPT Global Tech, Inc. (jointly referred to as “the Company” or “TPTG”). The following acquisitions have resulted in entities which have been consolidated into TPTG. In 2014 the Company acquired all the assets of K Telecom and Wireless LLC (“K Telecom”) and Global Telecom International LLC (“Global Telecom”). Effective January 31, 2015, TPTG completed its acquisition of 100% of the outstanding stock of Copperhead Digital Holdings, Inc. (“Copperhead Digital”) and Subsidiaries, TruCom, LLC (“TruCom”), Nevada Utilities, Inc. (“Nevada Utilities”) and CityNet Arizona, LLC (“CityNet”). Effective September 30, 2016, the company acquired 100% ownership in San Diego Media Inc. (“SDM”). In October 2017, we entered into agreements to acquire Blue Collar, Inc. (“Blue Collar”) which closed as of September 1, 2018. On May 7, 2019 we completed the acquisition of a majority of the assets of SpeedConnect, LLC, which assets were conveyed into our wholly owned subsidiary TPT SpeedConnect, LLC (“TPT SC” or “TPT SpeedConnect”) which was formed on April 16, 2019. On January 8, 2020 we formed TPT Federal, LLC (“TPT Federal”), on March 7, 2020 we acquired 75% interest in Bridget Internet, LLC (“Bridge Internet” or “BIC”). On March 30, 2020 we formed TPT MedTech, LLC (“TPT MedTech”) and on June 6, 2020 we formed InnovaQor, Inc (“InnovaQor”). In July and August 2020, the Company formed Quiklab 1 LLC, QuikLAB 2, LLC, QuikLAB 3, LLC and QuikLAB 4, LLC where the Company owns 80% (as agreed per the operating agreement) of all outside equity investments. Effective August 1, 2020 we closed on the acquisition of 75% of The Fitness Container, LLC (“Air Fitness”). In July 2020, we invested in a Hong Kong company called TPT Global Tech Asia Limited of which we own 78%. 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. | The Company was originally incorporated in 1988 in the state of Florida. TPT Global, Inc., a Nevada corporation formed in June 2014, merged with Ally Pharma US, Inc., a Florida corporation, (“Ally Pharma”, formerly known as Gold Royalty Corporation) in a “reverse merger” wherein Ally Pharma issued 110,000,000 shares of Common Stock, or 80% ownership, to the owners of TPT Global, Inc. in exchange for all outstanding common stock of TPT Global Inc. and Ally Pharma agreed to change its name to TPT Global Tech, Inc. (jointly referred to as “the Company” or “TPTG”). The following acquisitions have resulted in entities which have been consolidated into TPTG. In 2014 the Company acquired all the assets of K Telecom and Wireless LLC (“K Telecom”) and Global Telecom International LLC (“Global Telecom”). Effective January 31, 2015, TPTG completed its acquisition of 100% of the outstanding stock of Copperhead Digital Holdings, Inc. (“Copperhead Digital”) and Subsidiaries, TruCom, LLC (“TruCom”), Nevada Utilities, Inc. (“Nevada Utilities”) and CityNet Arizona, LLC (“CityNet”). Effective September 30, 2016, the company acquired 100% ownership in San Diego Media Inc. (“SDM”). In October 2017, we entered into agreements to acquire Blue Collar, Inc. (“Blue Collar”) which closed as of September 1, 2018. On May 7, 2019 we completed the acquisition of a majority of the assets of SpeedConnect, LLC, which assets were conveyed into our wholly owned subsidiary TPT SpeedConnect, LLC (“TPT SC” or “TPT SpeedConnect”) which was formed on April 16, 2019. We are based in San Diego, California, and operate as a Media Content Hub for Domestic and International syndication Technology/Telecommunications company operating on our own proprietary Global Digital Media TV and Telecommunications infrastructure platform and also provide technology solutions to businesses domestically and worldwide. We are a rural Broadband Wireless Access (BWA) provider, 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. In addition, we create media marketing materials and content. |
Significant Accounting Policies | 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. | |
Basis of Presentation | The accompanying unaudited condensed consolidated financial statements have been prepared according to the instructions to Form 10-Q and Section 210.8-03(b) of Regulation S-X of the Securities and Exchange Commission (“SEC”) and, therefore, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been omitted. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six months ended September 30, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020. These condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements for the year ended December 31, 2019. The condensed consolidated balance sheet at September 30, 2020, has been derived from the consolidated financial statements at that date, but does not include all of the information and footnotes required by GAAP. Our condensed consolidated financial statements include the accounts of K Telecom, Copperhead Digital, SDM, Blue Collar, TPT SpeedConnect, BIC, TPT Federal, TPT MedTech and InnovaQor. All intercompany accounts and transactions have been eliminated in consolidation. Consideration has also been given to the non-controlling interest of 25% in BIC, 25% in Air Fitness, 20% in the QuikLABs and 22% of TPT Global Tech Asia Limited. | |
Principles of Consolidation | Our consolidated financial statements include the wholly-owned accounts of K Telecom and Global, Copperhead Digital, SDM, Blue Collar, TPT SpeedConnect, TPT Federal, BIC, TPT MedTech, InnovaQor, Quiklab 1, QuikLAB 2, QuikLAB 3, QuikLAB 4, Aire Fitness and TPT Global Tech Asia Limited. The consolidated financial statements also give effects to non-controlling interests in BIC of 25%, the QuikLABs of 20%,Aire Fitness of 25% and TPT Global Tech Asia Limited of 22%, where appropriate. All intercompany accounts and transactions have been eliminated in consolidation. | Our consolidated financial statements include the accounts of K Telecom and Global Telecom, Copperhead Digital, SDM, Blue Collar and TPT SpeedConnect. All intercompany accounts and transactions have been eliminated in consolidation. |
Revenue Recognition | On January 1, 2018, we adopted the new accounting standard ASC 606, Revenue from Contracts with Customers Identify the contract with the customer Identify the performance obligations in the contract Determine the transaction price Allocate the transaction price to performance obligations in the contract Recognize revenue when or as we satisfy a performance obligation. Reserves are recorded as a reduction in net sales and are not considered material to our consolidated statements of income for the nine months ended September 30, 2020 and 2019. In addition, we invoice our customers for taxes assessed by governmental authorities such as sales tax and value added taxes, where applicable. We present these taxes on a net basis. The Company’s revenue generation for the nine months ended September 30, 2020 and 2019 came from the following sources disaggregated by services and products, which sources are explained in detail below. For the nine months ended September 30, 2020 For the nine months ended September 30, 2019 TPT SpeedConnect $ 7,683,928 $ 5,082,260 Copperhead Digital — 176,640 K Telecom 35,291 38,719 San Diego Media 10,822 21,621 Blue Collar 877,607 888,191 Other 11,706 — Total Revenue $ 8,619,354 $ 6,207,431 TPT SpeedConnect: ISP and Telecom Revenue TPT SpeedConnect is a rural Internet provider operating in 10 Midwestern States under the trade name SpeedConnect. TPT SC’s primary business model is subscription based, pre-paid monthly reoccurring revenues, from wireless delivered, high-speed internet connections. In addition, the company resells third-party satellite and DSL internet and IP telephony services. Revenue generated from sales of telecommunications services is recognized as the transaction with the customer is considered closed and the customer receives and accepts the services that were the result of the transaction. There are no financing terms or variable transaction prices. Due date is detailed on monthly invoices distributed to customer. Services billed monthly in advance are deferred to the proper period as needed. Deferred revenue are contract liabilities for cash received before performance obligations for monthly services are satisfied. Deferred revenue at September 30, 2020 and December 31, 2019 are $305,165 and $305,741, 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. Copperhead Digital: ISP and Telecom Revenue Copperhead Digital is a regional internet and telecom services provider operating in Arizona under the trade name Trucom. Copperhead Digital operates as a wireless telecommunications Internet Service Provider (“ISP”) facilitating both residential and commercial accounts. Copperhead Digital’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. 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 a year or less, the impact of not recognizing installation fees over the contract is immaterial. K Telecom: Prepaid Phones and SIM Cards Revenue K Telecom generates revenue from reselling prepaid phones, SIM cards, and rechargeable minute traffic for prepaid phones to its customers (primarily retail outlets). Product sales occur at the customer’s locations, at which time delivery occurs and cash or check payment is received. The Company recognizes the revenue when they receive payment at the time of delivery. There are no financing terms or variable transaction prices. SDM: Ecommerce, Email Marketing and Web Design Services SDM generates revenue by providing ecommerce, email marketing and web design solutions to small and large commercial businesses, complete with monthly software support, updates and maintenance. Services are billed monthly. There are no financing terms or variable transaction prices. Platform infrastructure support is a prepaid service billed in monthly recurring increments. The services are billed a month in advance and due prior to services being rendered. The revenue is deferred when invoiced and booked in the month the service is provided. There is no deferred revenue at September 30, 2020 and December 31, 2019. 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. Blue Collar: Media Production Services Blue Collar creates original live action and animated content productions and has produced hundreds of hours of material for the television, theatrical, home entertainment and new media markets. Blue Collar designs branding and marketing campaigns and has had agreements with some of the world’s largest companies including PepsiCo, Intel, HP, WalMart and many other Fortune 500 companies. Additionally, they create motion picture, television and home entertainment marketing campaigns for studios including Sony, DreamWorks, Twentieth Century Fox, Universal Studios, Paramount Studios, and Warner Brothers. With regard to revenue recognition, Blue Collar receives an agreement from each client to perform defined work. Some agreements are written, some are verbal. Work may include creation of marketing materials and/or content creation. Some work may be short term and take weeks to create and some work may be longer and take months to create. There are instances where customer agreements segregate identifiable obligations (like filming on site vs. film editing and final production) with separate transaction pricing. The performance obligation is generally satisfied upon delivery of such film or production products, at which time revenue is recognized. There are no financing terms or variable transaction prices. | On January 1, 2018, we adopted the new accounting standard ASC 606, Revenue from Contracts with Customers Identify the contract with the customer Identify the performance obligations in the contract Determine the transaction price Allocate the transaction price to performance obligations in the contract Recognize revenue when or as we satisfy a performance obligation. Reserves are recorded as a reduction in net sales and are not considered material to our consolidated statements of income for the years ended December 31, 2019 and 2018. 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 last two years came from the following sources disaggregated by services and products, which sources are explained in detail below. 2019 2018 TPT SpeedConnect $ 8,002,875 $ — Copperhead Digital 189,511 400,763 San Diego Media 23,683 169,142 Blue Collar 1,941,955 219,474 Other 749 27,830 Total Services Revenues $ 10,158,772 $ 817,209 K Telecom – Product revenue 53,605 119,860 Total Revenues $ 10,212,377 $ 937,069 TPT SpeedConnect: ISP and Telecom Revenue TPT SpeedConnect is a rural Internet provider operating in 10 Midwestern States under the trade name SpeedConnect. TPT SC’s primary business model is subscription based, pre-paid monthly reoccurring revenues, from wireless delivered, high-speed internet connections. In addition, the company resells third-party satellite and DSL internet and IP telephony services. Revenue generated from sales of telecommunications services is recognized as the transaction with the customer is considered closed and the customer receives and accepts the services that were the result of the transaction. There are no financing terms or variable transaction prices. Due date is detailed on monthly invoices distributed to customer. Services billed monthly in advance are deferred to the proper period as needed. Deferred revenue are contract liabilities for cash received before performance obligations for monthly services are satisfied. Deferred revenue at December 31, 2019 is $305,741. 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. Copperhead Digital: ISP and Telecom Revenue Copperhead Digital is a regional internet and telecom services provider operating in Arizona under the trade name Trucom. Copperhead Digital operates as a wireless telecommunications Internet Service Provider (“ISP”) facilitating both residential and commercial accounts. Copperhead Digital’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. 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 a year or less, the impact of not recognizing installation fees over the contract is immaterial. K Telecom: Prepaid Phones and SIM Cards Revenue K Telecom generates revenue from reselling prepaid phones, SIM cards, and rechargeable minute traffic for prepaid phones to its customers (primarily retail outlets). Product sales occur at the customer’s locations, at which time delivery occurs and cash or check payment is received. The Company recognizes the revenue when they receive payment at the time of delivery. There are no financing terms or variable transaction prices. SDM: Ecommerce, Email Marketing and Web Design Services SDM generates revenue by providing ecommerce, email marketing and web design solutions to small and large commercial businesses, complete with monthly software support, updates and maintenance. Services are billed monthly. There are no financing terms or variable transaction prices. Platform infrastructure support is a prepaid service billed in monthly recurring increments. The services are billed a month in advance and due prior to services being rendered. The revenue is deferred when invoiced and booked in the month the service is provided. There is no deferred revenue at December 31, 2019 or 2018. 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. Blue Collar: Media Production Services Blue Collar creates original live action and animated content productions, and has produced hundreds of hours of material for the television, theatrical, home entertainment and new media markets. Blue Collar designs branding and marketing campaigns and has had agreements with some of the world’s largest companies including PepsiCo, Intel, HP, WalMart and many other Fortune 500 companies. Additionally, they create motion picture, television and home entertainment marketing campaigns for studios including Sony, DreamWorks, Twentieth Century Fox, Universal Studios, Paramount Studios, and Warner Brothers. With regard to revenue recognition, Blue Collar receives an agreement from each client to perform defined work. Some agreements are written, some are verbal. Work may include creation of marketing materials and/or content creation. Some work may be short term and take weeks to create and some work may be longer and take months to create. There are instances where customer agreements segregate identifiable obligations (like filming on site vs. film editing and final production) with separate transaction pricing. The performance obligation is generally satisfied upon delivery of such film or production products, at which time revenue is recognized. There are no financing terms or variable transaction prices. |
Share-based Compensation | The Company is required to measure and recognize compensation expense for all share-based payment awards (including stock options) made to employees and directors based on estimated fair value. Compensation expense for equity-classified awards is measured at the grant date based on the fair value of the award and is recognized as an expense in earnings over the requisite service period. The Company records compensation expense related to non-employees that are awarded stock in conjunction with selling goods or services and recognizes compensation expenses over the vesting period of such awards. | |
Income Taxes | Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in our income tax provision in the period of enactment. We recognize deferred tax assets to the extent that we believe that these assets are more likely than not to be realized. In making such a determination, we consider all available positive and negative evidence, including future reversal of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations, including taxable income in carryback periods. If we determine that we would be able to realize our deferred tax assets in the future in excess of their net recorded amount, we would make an adjustment to the deferred tax asset valuation allowance, which would reduce our income tax provision. We account for uncertain tax positions using a “more-likely-than-not” recognition threshold. We evaluate uncertain tax positions on a quarterly basis and consider various factors, including, but not limited to, changes in tax law, the measurement of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit, new audit activity and changes in facts or circumstances related to a tax position. It is our policy to record costs associated with interest and penalties related to tax in the selling, general and administrative line of the consolidated statements of operations. | |
Cash and Cash Equivalents | The company considers all investments with a maturity date of three months or less when purchased to be cash equivalents. There are no cash equivalents as of December 31, 2019 and 2018. | |
Accounts Receivable | We establish an allowance for potential uncollectible accounts receivable. All accounts receivable 60 days past due are considered uncollectible unless there are circumstances that support collectability. Those circumstances are documented. As of December 31, 2019 and 2018, the allowance for uncollectible accounts receivable was $881,676 and $49,191, respectively. Receivables are charged off when collection efforts cease. | |
Property and Equipment | Property and equipment are stated at cost or fair value if acquired as part of a business combination. Depreciation is computed by the straight-line method and is charged to operations over the estimated useful lives of the assets. Maintenance and repairs are charged to expense as incurred. The carrying amount of accumulated depreciation of assets sold or retired are removed from the accounts in the year of disposal and any resulting gain or loss in s included in results of operations. The estimated useful lives of property and equipment are telecommunications network - 5 years, telecommunications equipment - 7 to 10 years, and computers and office equipment - 3 years. | |
Long-Lived Assets | We periodically review the carrying amount of our depreciable long-lived assets for impairment. An asset is considered impaired when estimated future cash flows are less than the carrying amount of the asset. In the event the carrying amount of such asset is not considered recoverable, the asset is adjusted to its fair value. Fair value is generally determined based on discounted future cash flow. | |
Goodwill and Intangible Assets | Goodwill relates to amounts that arose in connection with our various business combinations and represents the difference between the purchase price and the fair value of the identifiable tangible and intangible net assets when accounted for using the acquisition method of accounting. Goodwill is not amortized, but it is subject to periodic review for impairment. We test goodwill balances for impairment on an annual basis as of December 31st or whenever impairment indicators arise. We utilize several reporting units in evaluating goodwill for impairment using a quantitative assessment, which uses a combination of a guideline public company market-based approach and a discounted cash flow income-based approach. The quantitative assessment considers whether the carrying amount of a reporting unit exceeds its fair value, in which case an impairment charge is recorded to the extent the reporting unit’s carrying value exceeds its fair value. Our intangible assets consist primarily of customer relationships, developed technology, favorable leases, trademarks and the film library. The majority of our intangible assets were recorded in connection with our various business combinations. Our intangible assets are recorded at fair value at the time of their acquisition. Intangible assets are amortized over their estimated useful life on a straight-line basis. Estimated useful lives are determined considering the period the assets are expected to contribute to future cash flows. We evaluate the recoverability of our intangible assets periodically and take into account events or circumstances that warrant revised estimates of useful lives or that indicate impairment exists. Business Acquisitions Our business acquisitions have historically been made at prices above the fair value of the assets acquired and liabilities assumed, resulting in goodwill or some identifiable intangible asset. Significant judgment is required in estimating the fair value of intangible assets and in assigning their respective useful lives. The fair value estimates are based on available historical information and on future expectations and assumptions deemed reasonable by management but are inherently uncertain. We generally employ the income method to estimate the fair value of intangible assets, which is based on forecasts of the expected future cash flows attributable to the respective assets. Significant estimates and assumptions inherent in the valuations reflect a consideration of other marketplace participants and include the amount and timing of future cash flows (including expected growth rates and profitability), the underlying product life cycles, economic barriers to entry, a brand’s relative market position and the discount rate applied to the cash flows. Unanticipated market or macroeconomic events and circumstances may occur, which could affect the accuracy or validity of the estimates and assumptions. Net assets acquired are recorded at their fair value and are subject to adjustment upon finalization of the fair value analysis. | |
Basic and Diluted Net Loss Per Share | The Company computes net income (loss) per share in accordance with ASC 260, “Earning per Share”. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholder (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method for options and warrants and using the if-converted method for preferred stock and convertible notes. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As of September 30, 2020, the Company had shares that were potentially common stock equivalents as follows: 2020 Convertible Promissory Notes 98,935,204 Series A Preferred Stock (1) 1,223,484,624 Series B Preferred Stock 2,588,693 Stock Options and Warrants 4,333,333 1,329,341,854 (1) Holder of the Series A Preferred Stock which is Stephen J. Thomas, is guaranteed 60% of outstanding common stock upon conversion. The Company would have to authorize additional shares for this to occur as only 1,000,000,000 shares are currently authorized. | 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 thee income statement. Basic EPS is computed by dividing net income (loss) available to common shareholder (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As of December 31, 2019 and 2018, the Company had shares that were potentially common stock equivalents as follows: 2019 2018 Convertible Debt 5,476,108 4,252,555 Convertible Promissory Notes 1,500,911,539 — Series A Preferred Stock (1) 199,728,891 128,056,506 Series B Preferred Stock 2,588,693 2,588,693 Stock Options and warrants 6,333,333 3,093,120 1,715,038,564 137,990,874 (1) Holder of the Series A Preferred Stock which is Stephen J. Thomas, is guaranteed 60% of outstanding common stock upon conversion. The Company would have to authorize additional shares for this to occur as only 1,000,000,000 shares are currently authorized. |
Concentration of Credit Risk, Off-Balance Sheet Risks and Other Risks and Uncertainties | Financial instruments that potentially subject us to concentration of credit risk primarily consist of cash and cash equivalents and accounts receivable. We invest our excess cash primarily in high quality securities and limit the amount of our credit exposure to any one financial institution. We do not require collateral or other securities to support customer receivables; however, we perform on-going credit evaluations of our customers and maintain allowances for potential credit losses. At December 31, 2019 and 2018, two customer accounts receivable balances were 91% and 28%, respectively, of our aggregate accounts receivable or revenues. | |
Financial Instruments and Fair Value of Financial Instruments | Our primary financial instruments at September 30, 2020 and December 31, 2019 consisted of cash equivalents, accounts receivable, accounts payable, notes payable and derivative liabilities. 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 1 Level 2 Level 3 We consider our derivative financial instruments as Level 3. The balances for our derivative financial instruments as of September 30, 2020 are the following: Derivative Instrument Fair Value Fair value of Auctus Convertible Promissory Note $ 5,382,241 Fair value of EMA Financial Convertible Promissory Note 1,158,820 Fair value of Warrants issued with the derivative instruments 41,191 $ 6,582,252 | Our primary financial instruments at December 31, 2019 and 2018 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 1 Level 2 Level 3 |
Research and Development | Our research and development programs focus on telecommunications products and services. Research and development costs are expensed as incurred. Any payments received from external parties to fund our research and development activities reduce the recorded research and development expenses. | |
Advertising Costs | Advertising costs are expensed as incurred. The Company incurred advertising costs of $0 and $220 for the years ended December 31, 2019 and 2018, respectively. | |
Use of Estimates | The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates. The Company’s consolidated financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented. | The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates. The Company’s consolidated financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented. |
Derivative Financial Instruments | Derivative financial instruments, as defined in ASC 815, “Accounting for Derivative Financial Instruments and Hedging Activities”, consist of financial instruments or other contracts that contain a notional amount and one or more underlying (e.g. interest rate, security price or other variable), require no initial net investment and permit net settlement. Derivative financial instruments may be free-standing or embedded in other financial instruments. Further, derivative financial instruments are initially, and subsequently, measured at fair value and recorded as liabilities or, in rare instances, assets. The Company does not use derivative financial instruments to hedge exposures to cash-flow, market or foreign-currency risks. However, the Company had issued financial instruments including convertible promissory notes payable with features during 2017 that were either (i) not afforded equity classification, (ii) embody risks not clearly and closely related to host contracts, or (iii) may be net-cash settled by the counterparty. As required by ASC 815, in certain instances, these instruments are required to be carried as derivative liabilities, at fair value, in our financial statements. The Company estimates the fair values of derivative financial instruments using the Black-Scholes option valuation technique. Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates (such as volatility, estimated life and interest rates) that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques are highly volatile and sensitive to changes in the trading market price of our common stock, which has a high-historical volatility. Since derivative financial instruments are initially and subsequently carried at fair values, the Company’s operating results will reflect the volatility in these estimate and assumption changes. The Company issued convertible promissory notes which are convertible into common stock, at holders’ option, at a discount to the market price of the Company’s common stock. The Company has identified the embedded derivatives related to these notes relating to certain anti-dilutive (reset) provisions. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of debenture and to fair value as of each subsequent reporting date. As of December 31, 2019, the Company marked to market the fair value of the debt derivatives and determined a fair value of $8,836,514 ($8,833,465 from the convertible notes and $3,049 from the warrants) in Note 6. The Company recorded a loss from change in fair value of debt derivatives of $7,476,908 for the year ended December 31, 2019. 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 178.2% to 278.9%, (3) weighted average risk-free interest rate of 1.55% to 1.88% (4) expected life of 0.72 to 5.0 years, and (5) the quoted market price of $0.045 to $0.098 for the Company’s common stock. | |
Recently Adopted Accounting Pronouncements | In June 2018, the FASB issued ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, which amends ASC 718, Compensation – Stock Compensation. This ASU requires that most of the guidance related to stock compensation granted to employees be followed for non-employees, including the measurement date, valuation approach, and performance conditions. The expense is recognized in the same period as though cash were paid for the good or service. The effective date is the first quarter of fiscal year 2020, with early adoption permitted, including in interim periods. The ASU has been adopted using a modified-retrospective transition approach. The adoption did not have a material effect on the consolidated financial statements. Management has reviewed other recently issued accounting pronouncements and have determined there are not any that would have a material impact on the condensed consolidated financial statements. | In June 2018, the FASB issued ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, which amends ASC 718, Compensation – Stock Compensation. This ASU requires that most of the guidance related to stock compensation granted to employees be followed for non-employees, including the measurement date, valuation approach, and performance conditions. The expense is recognized in the same period as though cash were paid for the good or service. The effective date is the first quarter of fiscal year 2020, with early adoption permitted, including in interim periods. The ASU has been adopted using a modified-retrospective transition approach. The adoption is not considered to have a material effect on the consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) and subsequent amendments to the initial guidance: ASU 2017-13, ASU 2018-10, ASU 2018-11, ASU 2018-20 and ASU 2019-01 (collectively, Topic 842). Topic 842 requires lessees to classify leases as either finance or operating leases and to record a right-of-use asset and a lease liability for all leases with a term greater than 12 months regardless of the lease classification. We adopted Topic 842 using the effective date, January 2019, as the date of our initial application of the standard. Consequently, financial information for the comparative periods will not be updated. Our finance and operating lease commitments are subject to the new standard and recognized as finance and operating lease liabilities and right-of-use assets upon our adoption of Topic 842, which increased our total assets and total liabilities that we report relative to such amounts prior to adoption. Management has reviewed other recently issued accounting pronouncements and have determined there are not any that would have a material impact on the condensed consolidated financial statements. |
DESCRIPTION OF BUSINESS AND S_3
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Disaggregation of revenue | For the nine months ended September 30, 2020 For the nine months ended September 30, 2019 TPT SpeedConnect $ 7,683,928 $ 5,082,260 Copperhead Digital — 176,640 K Telecom 35,291 38,719 San Diego Media 10,822 21,621 Blue Collar 877,607 888,191 Other 11,706 — Total Revenue $ 8,619,354 $ 6,207,431 | 2019 2018 TPT SpeedConnect $ 8,002,875 $ — Copperhead Digital 189,511 400,763 San Diego Media 23,683 169,142 Blue Collar 1,941,955 219,474 Other 749 27,830 Total Services Revenues $ 10,158,772 $ 817,209 K Telecom – Product revenue 53,605 119,860 Total Revenues $ 10,212,377 $ 937,069 |
Potentially dilutive securities | 2020 Convertible Promissory Notes 98,935,204 Series A Preferred Stock (1) 1,223,484,624 Series B Preferred Stock 2,588,693 Stock Options and Warrants 4,333,333 1,329,341,854 (1) Holder of the Series A Preferred Stock which is Stephen J. Thomas, is guaranteed 60% of outstanding common stock upon conversion. The Company would have to authorize additional shares for this to occur as only 1,000,000,000 shares are currently authorized. | 2019 2018 Convertible Debt 5,476,108 4,252,555 Convertible Promissory Notes 1,500,911,539 — Series A Preferred Stock (1) 199,728,891 128,056,506 Series B Preferred Stock 2,588,693 2,588,693 Stock Options and warrants 6,333,333 3,093,120 1,715,038,564 137,990,874 (1) Holder of the Series A Preferred Stock which is Stephen J. Thomas, is guaranteed 60% of outstanding common stock upon conversion. The Company would have to authorize additional shares for this to occur as only 1,000,000,000 shares are currently authorized. |
Derivative financial instruments | Derivative Instrument Fair Value Fair value of Auctus Convertible Promissory Note $ 5,382,241 Fair value of EMA Financial Convertible Promissory Note 1,158,820 Fair value of Warrants issued with the derivative instruments 41,191 $ 6,582,252 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Purchase price allocation | SpeedConnect Asset Acquisition TPT Global Tech Effective May 7, 2019 Purchaser TPT Global Tech Consideration Given: Cash paid $ 1,000,000 Liabilities: Promissory Note $ 750,000 Deferred revenue 230,000 Operating lease liabilities 5,162,077 Unfavorable leases 323,000 Accounts and other payables 591,964 Total liabilities $ 7,057,041 Total Consideration Value $ 8,057,041 Assets Acquired: Customer base $ 350,000 Current assets: Cash 201,614 Prepaid and other receivables 99,160 Deposits 13,190 Operating lease right of use asset 5,162,077 Favorable leases 95,000 Property and equipment 1,939,000 Total Assets Acquired $ 7,860,041 Goodwill $ 197,000 The Fitness Container, LLC Consideration given at provisional value: Note payable $ 500,000 Accounts payable 141,837 Non-controlling interest (29,439 ) $ 612,398 Assets acquired at fair value: Accounts receivable $ 22,665 $ 22,665 Provisional Goodwill $ 589,733 | ||
Proforma results | SpeedConnect Asset Acquisition 2019 Revenue $ 10,970,258 Cost of Sales 6,928,862 Gross Profit $ 4,041,396 Expenses (5,521,661 ) Derivative Expense (3,572,107 ) Interest Expense (2,559,709 ) Income Taxes — Net Loss $ (7,612,081 ) Loss per share $ (0.06 ) | 2019 2018 Revenue $ 14,975,205 $ 19,680,022 Cost of Sales 8,915,851 11,653,419 Gross Profit 6,059,354 8,026,603 Expenses (7,992,220 ) (9,883,572 ) Derivative Expense (7,476,908 ) — Gain on conversions and settlements 138,815 — Impairment (949,872 ) — Interest Expense (3,581,020 ) (275,935 ) Income Taxes — — Net Loss $ (13,801,851 ) $ (2,132,904 ) Loss per share $ (0.10 ) $ (0.02 ) | |
SpeedConnect Asset Acquisition | |||
Purchase price allocation | Effective date May 7, 2019 Purchaser TPT Global Tech Consideration Given: Cash paid $ 1,000,000 Liabilities: Promissory Note $ 750,000 Deferred revenue 230,000 Operating lease liabilities 5,162,077 Unfavorable leases 323,000 Accounts and other payables 591,964 Total liabilities $ 7,057,041 Total Consideration Value $ 8,057,041 Assets Acquired: Customer base $ 350,000 Current assets: Cash 201,614 Prepaid and other receivables 99,160 Deposits 13,190 Operating lease right of use asset 5,162,077 Favorable leases 95,000 Property and equipment 1,939,000 Total Assets Acquired $ 7,860,041 Goodwill $ 197,000 | ||
Proforma results | 2019 Revenue $ 8,002,875 Cost of Sales 4,826,475 Gross Profit 3,176,400 Expenses (1,999,221 ) Interest Expense — Income taxes — Net Income $ 1,177,179 | ||
Blue Collar Acquisition | |||
Purchase price allocation | Effective September 1, 2018 Purchaser TPT Global Tech Consideration Given: Common Stock 6,500,000 6,500,000 Estimated Value $ .13 Consideration Share Value 845,000 Note Payable $ 1,533,217 Liabilities: Bank debt 500,500 Lease payable 20,020 Accounts and other payables 386,652 Total Consideration Value $ 3,285,389 Consideration Received: Intangible asset $ 1,677,000 Goodwill 853,366 Assets Current assets 297,704 Fixed assets 445,362 Other assets 11,957 Total Consideration Received $ 3,285,389 | ||
Proforma results | 2019 2018 Revenue $ 1,941,955 $ 219,474 Cost of Sales 751,349 215,973 Gross Profit 1,190,606 3,501 Expenses (642,489 ) (301,105 ) Interest Expense (119,359 ) (66,571 ) Income taxes — — Net Income (Loss) $ 428,758 $ (364,175 ) |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Property and equipment | 2020 2019 Property and equipment: Telecommunications fiber and equipment $ 5,575,465 $ 5,203,000 Film production equipment 369,903 369,903 Office furniture and equipment 86,899 85,485 Medical equipment 159,356 — Leasehold improvements 18,679 18,679 Accumulated depreciation (2,034,969 ) (1,253,919 ) Property and equipment, net $ 4,175,333 $ 4,423,148 | 2019 2018 Property and equipment: Telecommunications fiber and equipment $ 5,203,000 3,274,045 Film production equipment 369,903 369,903 Office furniture and equipment 85,485 82,014 Leasehold improvements 18,679 18,679 Accumulated depreciation (1,253,919 ) (697,699 ) Property and equipment, net $ 4,423,148 3,046,942 |
DEBT FINANCING ARRANGEMENTS (Ta
DEBT FINANCING ARRANGEMENTS (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Debt Disclosure [Abstract] | ||
Debt financing arrangements | 2020 2019 Loans, advances and factoring agreements (1) $ 2,576,174 1,121,640 Convertible notes payable (2) 1,711,098 2,101,649 Factoring agreements (3) 388,921 223,618 Debt – third party $ 4,676,193 3,446,907 Line of credit, related party secured by assets (4) $ 3,043,390 3,043,390 Debt– other related party, net of discounts (5) 7,450,000 5,950,000 Convertible debt – related party (6) 922,881 922,881 Shareholder debt (7) 175,222 303,688 Debt – related party $ 11,591,493 10,219,959 Total financing arrangements $ 16,267,686 13,666,866 Less current portion: Loans, advances and factoring agreements – third party $ (2,062,544 ) (344,758 ) Convertible notes payable third party (1,711,098 ) (2,101,649 Debt – related party, net of discount (10,668,612 ) (9,297,078 ) Convertible notes payable– related party (904,881 ) (534,381 ) (15,347,135 ) (12,277,866 ) Total long term debt $ 920,551 1,389,000 (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%, 2.2% as of September 30, 2020, 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). $500,500 is a line of credit that Blue Collar has with a bank, bears interest at Prime plus 1.125%, 4.38% as of September 30, 2020, and is due March 25, 2021. $422,932 is a bank loan dated May 28, 2019 which bears interest at Prime plus 6%, 9.25% as of September 30, 2020, is interest only for the first year, thereafter beginning in June of 2020 payable monthly of principal and interest of $22,900 until the due date of May 1, 2022. The bank loan is collateralized by assets of the Company. $722,220 represents loans under the COVID-19 Pandemic Paycheck Protection Program (“PPP”) originated in April of 2020. The Company believes that it has used the funds such that 100% will be forgiven when it applies for forgiveness in the third or fourth quarter of 2020. $119,371 of this amount relates to a PPP loan for Blue Collar which falls under the automatic forgiveness provisions approved by Congress of all loans under $150,000. If any of the PPP loans are not forgiven then, per the PPP, the unforgiven loan amounts will be payable monthly over a five year period of which payment are to begin no later than 10 months after the covered period as defined at a 2% annual interest rate. On June 4, 2019, the Company consummated a Securities Purchase Agreement with Odyssey Capital Funding, LLC. (“Odyssey”) for the purchase of a $525,000 Convertible Promissory Note (“Odyssey Convertible Promissory Note”). The Odyssey Convertible Promissory Note was due June 3, 2020, paid interest at the rate of 12% ( 24% default) per annum and gave the holder the right from time to time, and at any time during the period beginning six months from the issuance date to convert all of the outstanding balance into common stock of the Company limited to 4.99% of the outstanding common stock of the Company. The conversion price was 55% multiplied by the average of the two lowest trading prices for the common stock during the previous 20 trading days prior to the applicable conversion date. The Odyssey Convertible Promissory Note could be prepaid in full at 125% to 145% up to 180 days from origination. Through June 3, 2020, Odyssey converted $49,150 of principal and $4,116 of accrued interest into 52,961,921 shares of common stock of the Company. On June 8, 2020, Odyssey agreed to convert the remaining principal and accrued interest balance on the Odyssey Convertible Promissory Note of $475,850 and $135,000, respectively, to a term loan payable in six months in the form of a balloon payment, earlier if the Company has a funding event, bearing simple interest on the unpaid balance of 0% for the first three months and then 10% per annum thereafter. During August, SPLN authorized and issued 500,000 shares of a Series A Super Majority Preferred Stock that was valued at $350,000 by management and issued to a third party in exchange for legal services. The Series A Super Majority Preferred Stock was exchanged effective September 30, 2020 for a Note Payable with TPT that may be paid in TPT common stock. As of September 30, 2020, this $350,000 is reflected as a Note Payable in the consolidated balance sheet, carries zero interest and is due November 30, 2020. 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. During 2019, the Company consummated Securities Purchase Agreements dated March 15, 2019, April 12, 2019, May 15, 2019, June 6, 2019 and August 22, 2019 with Geneva Roth Remark Holdings, Inc. (“Geneva Roth”) for the purchase of convertible promissory notes in the amounts of $68,000, $65,000, $58,000, $53,000 and $43,000 (“Geneva Roth Convertible Promissory Notes”). The Geneva Roth Convertible Promissory Notes are due one year from issuance, pays interest at the rate of 12% (principal amount increases 150%-200% and interest rate increases to 24% under default) per annum and gives the holder the right from time to time, and at any time during the period beginning 180 days from the origination date to the maturity date or date of default to convert all or any part of the outstanding balance into common stock of the Company limited to 4.99% of the outstanding common stock of the Company. The conversion price is 61% multiplied by the average of the two lowest trading prices for the common stock during the previous 20 trading days prior to the applicable conversion date. The Geneva Roth Convertible Promissory Notes may be prepaid in whole or in part of the outstanding balance at 125% to 140% up to 180 days from origination. Geneva Roth converted a total of $244,000 of principal and $8,680 of accrued interest through September 30, 2020 from its various Securities Purchase Agreements into 125,446,546 shares of common stock of the Company leaving no outstanding principal balances as of September 30, 2020. On February 13, 2020, the August 22, 2019 Securities Purchase Agreement was repaid for $63,284, including a premium and accrued interest. On March 25, 2019, the Company consummated a Securities Purchase Agreement dated March 18, 2019 with Auctus Fund, LLC. (“Auctus”) for the purchase of a $600,000 Convertible Promissory Note (“Auctus Convertible Promissory Note”). The Auctus Convertible Promissory Note is due December 18, 2019, pays interest at the rate of 12% (24% default) per annum and gives the holder the right from time to time, and at any time during the period beginning 180 days from the origination date or at the effective date of the registration of the underlying shares of common stock, which the holder has registration rights for, to convert all of the outstanding balance into common stock of the Company limited to 4.99% of the outstanding common stock of the Company. The conversion price is the lessor of the lowest trading price during the previous 25 trading days prior the date of the Auctus Convertible Promissory Note or 50% multiplied by the average of the two lowest trading prices for the common stock during the previous 25 trading days prior to the applicable conversion date. The Auctus Convertible Promissory Note may be prepaid in full at 135% to 150% up to 180 days from origination. Auctus converted $33,180 of principal and $142,004 of accrued interest into 376,000,000 shares of common stock of the Company prior to September 30, 2020. 2,000,000 warrants were issued in conjunction with the issuance of this debt. See Note 7. On June 6, 2019, the Company consummated a Securities Purchase Agreement with JSJ Investments Inc. (“JSJ”) for the purchase of a $112,000 Convertible Promissory Note (“JSJ Convertible Promissory Note”). The JSJ Convertible Promissory Note is due June 6, 2020, pays interest at the rate of 12% per annum and gives the holder the right from time to time, and at any time during the period beginning 180 days from the origination date to convert all of the outstanding balance into common stock of the Company limited to 4.99% of the outstanding common stock of the Company. The conversion price is the lower of the market price, as defined, or 55% multiplied by the average of the two lowest trading prices for the common stock during the previous 20 trading days prior to the applicable conversion date. The JSJ Convertible Promissory Note may be prepaid in full at 135% to 150% up to 180 days from origination. JSJ converted $43,680 of principal into 18,500,000 shares of common stock of the Company prior to September 30, 2020. In addition, on February 25, 2020 the Company repaid for $97,000, including a premium and accrued interest, for all remaining principal and accrued interest balances as of that day. 333,333 warrants were issued in conjunction with the issuance of this debt. See Note 7. On June 11, 2019, the Company consummated a Securities Purchase Agreement with EMA Financial, LLC. (“EMA”) for the purchase of a $250,000 Convertible Promissory Note (“EMA Convertible Promissory Note”). The EMA Convertible Promissory Note is due June 11, 2020, pays interest at the rate of 12% (principal amount increases 200% and interest rate increases to 24% under default) per annum and gives the holder the right from time to time to convert all of the outstanding balance into common stock of the Company limited to 4.99% of the outstanding common stock of the Company. The conversion price is 55% multiplied by the lowest traded price for the common stock during the previous 25 trading days prior to the applicable conversion date. The EMA Convertible Promissory Note may be prepaid in full at 135% to 150% up to 180 days from origination. Prior to September 30, 2020, EMA converted $35,366 of principal into 147,700,000 shares of common stock of the Company. 1,000,000 warrants were issued in conjunction with the issuance of this debt. See Note 7. The Company is in default under its derivative financial instruments and received notice of such from Auctus and EMA for not reserving enough shares for conversion and for not having filed a Form S-1 Registration Statement with the Securities and Exchange Commission. It was the intent of the Company to pay back all derivative securities prior to the due dates but that has not occurred in case of Auctus or EMA. As such, the Company is currently in negotiations with Auctus and EMA and relative to extending due dates and changing terms on the Notes. Although we have not been served, we are aware that the Company has been named in a lawsuit by EMA for failing to comply with a Securities Purchase Agreement entered into in June 2019. See Note 8 Other Commitments and Contingencies. On February 14, 2020, the Company agreed to a Secured Promissory Note with a third party for $90,000. The Secured Promissory Note was secured by the assets of the Company and was due June 14, 2020 or earlier in case the Company is successful in raising other monies and carried an interest charge of 10% payable with the principal. The Secured Promissory Note was also convertible at the option of the holder into an equivalent amount of Series D Preferred Stock. The Secured Promissory Note also included a guaranty by the CEO of the Company, Stephen J. Thomas III. This Secured Promissory Note was paid off in June 2020, including $9,000 of interest in June and $1,000 in July 2020. (3) The Factoring Agreement with full recourse, due February 29, 2020, as amended, was established in June 2016 with a company that is controlled by a shareholder and is personally guaranteed by an officer of the Company. The Factoring Agreement is such that the Company pays a discount of 2% per each 30-day period for each advance received against accounts receivable or future billings. The Company was advanced funds from the Factoring Agreement for which $101,244 and $101,244 in principal remained unpaid as of September 30, 2020 and December 31, 2019, respectively. On May 8, 2019, the Company entered into a factoring agreement with Advantage Capital Funding (“2019 Factoring agreement”). $500,000, net of expenses, was funded to the Company with a promise to pay $18,840 per week for 40 weeks until a total of $753,610 is paid which occurred in February 2020. On February 25, 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, of which $102,246 in payments have been deferred to be paid at the end of the 50-week term. The 2020 Factoring Agreement includes a guaranty by the CEO of the Company, Stephen J. Thomas III. (4) The Line of Credit originated with a bank and was secured by the personal assets of certain shareholders of Copperhead Digital. During 2016, the Line of Credit was assigned to the Copperhead Digital shareholders, who subsequent to the Copperhead Digital acquisition by TPTG became shareholders of TPTG, and the secured personal assets were used to pay off the bank. The Line of Credit bears a variable interest rate based on the 1 Month LIBOR plus 2.0%, 2.16% as of September 30, 2020, is payable monthly, and is secured by the assets of the Company. 1,000,000 shares of Common Stock of the Company have been reserved to accomplish raising the funds to pay off the Line of Credit. Since assignment of the Line of Credit to certain shareholders, which balance on the date of assignment was $2,597,790, those shareholders have loaned the Company $445,600 under the similar terms and conditions as the line of credit but most of which were also given stock options totaling $85,120 which expired as of December 31, 2019 (see Note 7) and was due, as amended, August 31, 2020. During the year ended December 31, 2019 and 2018, those same shareholders and one other have loaned the Company money in the form of convertible loans of $136,400 and $537,200, respectively, described in (2) and (6). (5) $350,000 represents cash due to the prior owners of the technology acquired in December 2016 from the owner of the Lion Phone which is due to be paid as agreed by TPTG and the former owners of the Lion Phone technology and has not been determined. $4,000,000 represents a promissory note included as part of the consideration of ViewMe Live technology acquired in 2017, later agreed to as being due and payable in full, with no interest with $2,000,000 from debt proceeds and the remainder from proceeds from the 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 . This $1,000,000 promissory note is On September 1, 2018, the Company closed on its acquisition of Blue Collar. Part of the acquisition included a promissory note of $1,600,000 and interest at 3% from the date of closure. The promissory note is secured by the assets of Blue Collar. $500,000 represents a Note Payable related to the acquisition of 75% of Aire Fitness, payable out of future capital raising efforts and has no specific due date and does not accrue interest. (6) During 2016, the Company acquired SDM which consideration included a convertible promissory note for $250,000 due February 29, 2019, as amended, does not bear interest, unless delinquent in which the interest is 12% per annum, and is convertible into common stock at $1.00 per share. The SDM balance is $182,381 as of September 30, 2020. As of March 1, 2020, this convertible promissory note is delinquent. During 2018, the Company issued convertible promissory notes in the amount of $537,200 to related parties and $10,000 to a non-related party which bear interest at 6% (11% default interest rate), are due 30 months from issuance and are convertible into Series C Preferred Stock at $1.00 per share. Because the Series C Preferred Stock has a conversion price of $0.15 per share, the issuance of Series C Preferred Stock promissory notes will cause a beneficial conversion feature of approximately $38,479 upon exercise of the convertible promissory notes. (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. | 2019 2018 Business loans and advances (1) $ 1,121,640 615,692 Convertible notes payable (2) 2,101,649 15,000 Factoring agreements (3) 223,618 101,244 Debt – third party $ 3,446,907 731,936 Line of credit, related party secured by assets (4) $ 3,043,390 3,043,390 Debt– other related party, net of discounts (5) 5,950,000 5,912,898 Convertible debt – related party (6) 922,881 801,888 Shareholder debt (7) 303,688 181,694 Debt – related party $ 10,219,959 9,939,870 Total financing arrangements $ 13,666,866 10,671,806 Less current portion: Loans, advances and agreements – third party $ (344,758 ) (716,936 ) Convertible notes payable third party (2,101,649 ) (10,000 Debt – related party, net of discount (9,297,078 ) (9,137,982 ) Convertible notes payable– related party (534,381 ) (202,688 ) (12,277,866 ) (10,067,606 ) Total long term debt $ 1,389,000 604,200 |
DERIVATIVE FINANCIAL INSTRUME_2
DERIVATIVE FINANCIAL INSTRUMENTS (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Summary of changes in fair value of the Company's Level 3 financial liabilities | Debt Derivative Liabilities Balance, December 31, 2018 $ — Debt discount from initial derivative 1,774,000 Initial fair value of derivative liabilities 2,601,631 Change in derivative liability from conversion of notes payable (407,654 ) Change in fair value of derivative liabilities at end of period 4,868,537 Balance, December 31, 2019 $ 8,836,514 Change in derivative liabilities from conversion of notes payable (1,144,290 ) Change in derivative liabilities from the Odyssey conversion to a term loan (1,286,763 ) Change in fair value of derivative liabilities at end of period – derivative expense 176,790 Balance, September 30, 2020 $ 6,582,252 | Debt Derivative Liabilities Balance, December 31, 2018 $ — Debt discount from initial derivative 1,774,000 Initial fair value of derivative liabilities 2,601,631 Change in derivative liability from conversion of notes payable (407,654 ) Change in fair value of derivative liabilities at end of period 4,868,537 Balance, December 31, 2019 $ 8,836,514 Derivative expense for the year ended December 31, 2019 $ 7,476,908 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income tax expense (benefit) | Current: 2019 2018 Federal State and local $ — — Total Current $ — — Deferred: Federal State and local benefit $ (2,945,915 ) (1,129,273 ) Net operating loss, net of state tax effect (107,011 ) (84,070 ) Meals and entertainment 4,506 2,183 Stock based expenses 124,124 235,256 Impairment 199,473 — Amortization 182,411 — Other 61,472 84,071 Change in allowance 2,480,939 891,833 Total Benefit $ — — |
Income tax rate reconciliation | 2019 2018 Income tax at Federal statutory rate 21 % 21 % Change in valuation allowance (21 %) (19 %) Stock based compensation (0 %) (0 %) Net operating loss, net of state tax effect (1 %) (1 %) Other (1 %) (1 %) Total — — |
Deferred tax assets (liabilities) | Current deferred tax assets (liabilities): 2019 2018 Valuation allowance $ — — Total current deferred tax asset (liability) $ — — Noncurrent deferred tax assets (liabilities): Derivative expense $ 1,570,151 — Intangible assets amortization 802,857 620,447 Net operating loss carry forwards 2,140,224 1,681,403 Stock base compensation 1,655,821 1,287,336 Other — 98,927 Less; Valuation allowance $ (6,169,052 ) (3,688,113 ) Total noncurrent deferred tax asset (liability) — — Total deferred tax asset (liability) $ — — |
STOCKHOLDERS' DEFICIT (Tables)
STOCKHOLDERS' DEFICIT (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Stockholders' Deficit: | ||
Subscription payable | Unissued shares under consulting and director agreements 6,000,000 Unissued shares for conversion of debt 16,667 Unissued shares for acquisition of Bridge Internet 4,000,000 Shares receivable under prior terminated acquisition agreement (3,096,181 ) Net commitment 6,920,486 | |
Stock option activity | Options Outstanding Vested Vesting Period Exercise Price Outstanding and Exercisable Expiration Date December 31, 2018 3,093,120 1,954,230 100% at issue and 12 to 18 months $ 0.05 to $0.22 12-31-19 to 3-21-21 Expired (93,120 ) $ 0.05 to $0.22 12-31-19 December 31, 2019 3,000,000 3,000,000 12 to 18 months $ 0.10 3-1-20 to 3-21-21 Expired (2,000,000 ) September 30, 2020 1,000,000 1,000,000 12 months $ 0.10 3-21-21 | Options Outstanding Vested Vesting Period Exercise Price Outstanding and Exercisable Expiration Date December 31, 2017 93,120 93,120 --- $ 0.05 to $0.22 12-31-19 Granted 3,000,000 --- 12 to 18 months $ 0.10 2-28-20 to 3-20-21 December 31, 2018 3,093,120 1,954,230 $ 0.05 to $0.22 12-31-19 to 3-20-21 Expired (93,120 ) $ 0.05 to $0.22 12-31-19 December 31, 2019 3,000,000 3,000,000 $ 0.10 3-20-21 |
Assumptions | (1) Dividend yield of 0% (2) expected annual volatility of 307% - 311% (3) discount rate of 2.2% to 2.3% (4) expected life of 2 years, and (5) estimated fair value of the Company’s common $0.125 to $0.155 per share. |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Accounts payable and accrued expenses | Accounts payable: 2020 2019 Related parties (1) $ 1,207,092 $ 1,141,213 General operating 4,156,498 3,342,952 Accrued interest on debt (2) 1,167,156 793,470 Credit card balances 177,714 183,279 Accrued payroll and other expenses 260,819 207,108 Taxes and fees payable 641,012 633,357 Unfavorable lease liability 151,419 242,256 Total $ 7,761,710 $ 6,543,635 (1) Relates to amounts due to management and members of the Board of Directors according to verbal and written agreements that have not been paid as of period end. (2) Portion relating to related parties is $615,141 and $481,942 for September 30, 2020 and December 31, 2019, respectively | Accounts payable: 2019 2018 Related parties (1) $ 1,141,213 $ 741,577 General operating 3,342,952 3,037,601 Accrued interest on debt (2) 793,470 306,319 Credit card balances 183,279 246,949 Accrued payroll and other expenses 207,108 33,063 Taxes and fees payable 633,357 629,462 Unfavorable lease liability 242,256 — Total $ 6,543,635 $ 4,993,970 (1) Relates to amounts due to management and members of the Board of Directors according to verbal and written agreements that have not been paid as of period end. (2) Portion relating to related parties is $481,942 and $195,456 for December 31, 2019 and 2018, respectively. |
Maturity of lease liabilities | 2020 $ 582,089 2021 1,949,477 2022 1,329,255 2023 815,977 2024 569,213 Thereafter 344,754 Total operating lease liabilities $ 5,590,765 Amount representing interest $ (864,156 ) Total net present value $ 4,726,609 | 2020 $ 2,040,592 2021 $ 1,389,503 2022 $ 770,549 2023 $ 266,170 2024 $ 45,479 Thereafter $ 112,639 Total operating lease liabilities $ 4,624,932 Amount representing interest $ (693,352 ) Total net present value $ 3,931,580 |
Future minimum lease payments | Obligation 2020 2021 In Default Total Telecom Equipment Finance (1) $ 449,103 — 449,103 $ 449,103 XRoads Equipment Agreement (2) 18,790 84,559 — 103,349 467,893 84,559 449,103 552,452 (1) The Telecom Equipment Lease is with an entity owned and controlled by shareholders of the Company and was due August 31, 2020, as amended. (2) The Xroads Equipment Agreement is with a third party that allows the Company to pay $11,288 per month starting on November 16, 2020 for eleven months with a $1 value acquisition price at the termination of the lease. | Obligation 2019 In Default Total Telecom Equipment Finance (1) $ 449,103 — $ 449,103 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill and intangible assets | September 30, 2020 Gross carrying amount (1) Accumulated Amortization Net Book Value Useful Life Customer Base $ 938,000 $ (182,124 ) $ 755,876 3-10 Developed Technology 4,595,600 (1,489,319 ) 3,106,281 9 Film Library 957,000 (159,050 ) 797,950 11 Trademarks and Tradenames 132,000 (23,829 ) 108,171 12 Favorable leases 95,000 (42,400 ) 52,600 3 Other 7,120 — 7,120 10 6,724,720 (1,896,722 ) 4,827,998 Goodwill $ 1,640,099 $ — $ 1,640,099 December 31, 2019 Gross carrying amount Accumulated Amortization Net Book Value Useful Life Customer Base $ 1,197,200 $ (364,383 ) $ 832,817 3-10 Developed Technology 4,595,600 (1,106,351 ) 3,489,249 9 Film Library 957,000 (104,900 ) 852,100 11 Trademarks and Tradenames 132,000 (15,123 ) 116,877 12 Favorable leases 95,000 (16,960 ) 78,040 3 6,976,800 (2,707,717 ) 5,369,083 Goodwill $ 1,050,366 $ — $ 1,050,366 | December 31, 2019 Gross carrying amount (1) Accumulated Amortization Net Book Value Useful Life Customer Base $ 1,197,200 (364,383 ) 832,817 3-10 Developed Technology $ 4,595,600 (1,106,351 ) 3,489,249 9 Film Library $ 957,000 (104,900 ) 852,100 11 Trademarks and Tradenames $ 132,000 (15,123 ) 116,877 12 Favorable leases $ 95,000 (16,960 ) 78,040 3 $ 6,976,800 (2,707,717 ) 5,369,083 Goodwill $ 1,050,366 — 1,050,366 — December 31, 2018 Gross carrying amount Accumulated Amortization Net Book Value Useful Life Customer Base $ 1,947,200 (1,374,933 ) 572,267 3-10 Developed Technology $ 6,105,600 (1,059,070 ) 5,046,530 9 Film Library $ 957,000 (32,700 ) 924,300 11 Trademarks and Tradenames $ 132,000 (3,515 ) 128,485 12 $ 9,141,800 (2,470,218 ) 6,671,582 Goodwill $ 924,361 — 924,361 — |
Amortization of intangible assets | 2020 2020 $ 188,969 2021 798,524 2022 791,404 2023 788,036 2024 771,052 Thereafter 1,490,013 $ 4,827,998 | 2020 2021 2022 2023 2024 Beyond Customer Base 103,455 103,455 103,455 103,455 103,455 315,542 Developed Technology 510,624 510,624 510,624 510,624 510,624 936,129 Film Library 87,000 87,000 87,000 87,000 87,000 417,100 Trademarks and Tradenames 11,000 11,000 11,000 11,000 11,000 61,877 Favorable Leases 20,352 20,352 20,352 16,984 — — 732,431 732,431 732,431 729,063 712,079 1,730,648 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Segment Reporting [Abstract] | ||
Summary information by segment | 2020 TPT eedConnect Blue Collar Corporate and other Total Revenue $ 7,683,928 $ 877,607 $ 57,819 $ 8,619,354 Cost of revenue $ 4,876,775 $ 418,968 $ 267,357 $ 5,563,100 Net income (loss) $ 880,554 $ (174,388 ) $ (5,597,196 ) $ (4,881,030 ) Depreciation and amortization $ 390,422 $ 83,502 $ 855,331 $ 1,329,255 Derivative expense $ — $ — $ 176,790 $ 176,790 Interest expense $ 135,500 $ 28,172 $ 918,587 $ 1,082,259 2019 TPT SpeedConnect Blue Collar Corporate and other Total Revenue $ 4,762,827 $ 888,191 $ 556,413 $ 6,207,431 Cost of revenue $ 3,003,849 $ 567,897 $ 353,267 $ 3,925,013 Net loss $ 926,279 $ (251,079 ) $ (9,213,560 ) $ (8,538,360 ) Depreciation and amortization $ 147,056 $ 15,422 $ 849,826 $ 1,012,304 Derivative expense $ — $ — $ 3,572,107 $ 3,572,107 Interest expense $ — $ 85,647 $ 2,479,757 $ 2,565,404 | 2019 TPT SpeedConnect Blue Collar Corporate and other Total Revenue $ 8,002,875 $ 1,941,955 $ 267,547 $ 10,212,377 Cost of revenue $ 4,879,444 $ 751,349 $ 281,208 $ 5,912,001 Net income (loss) $ 1,124,210 $ 428,758 $ (15,581,133 ) $ (14,028,165 ) Total assets $ 8,003,380 $ 476,268 $ 6,974,105 $ 15,453,753 Depreciation and amortization $ 282,449 $ 20,563 $ 1,156,679 $ 1,459,691 Derivative expense $ — $ — $ 7,476,908 $ 7,476,908 Interest expense $ — $ 119,359 $ 3,461,661 $ 3,581,020 2018 TPT SpeedConnect Blue Collar Corporate and other Total Revenue $ — $ 89,474 $ 847,595 $ 937,069 Cost of revenue $ — 215,976 $ 1,533,058 $ 1,749,034 Net loss $ (464,494 ) $ (4,912,995 ) $ (5,377,489 ) Total assets $ — 101,164 $ 10,720,553 $ 10,821,717 Depreciation and amortization $ — 6,854 $ 967,319 $ 974,173 Interest expense $ — $ 36,792 $ 195,880 $ 232,672 |
DESCRIPTION OF BUSINESS AND S_4
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Total revenues | $ 2,786,610 | $ 3,617,500 | $ 8,619,354 | $ 6,207,431 | $ 10,212,377 | $ 937,069 |
TPT SpeedConnect | ||||||
Total revenues | 7,683,928 | 5,082,260 | 8,002,875 | 0 | ||
Copperhead Digital | ||||||
Total revenues | 0 | 176,640 | 189,511 | 400,763 | ||
K Telecom | ||||||
Total revenues | 35,291 | 38,719 | 53,605 | 119,860 | ||
San Diego Media | ||||||
Total revenues | 10,822 | 21,621 | 23,683 | 169,142 | ||
Blue Collar | ||||||
Total revenues | 877,607 | 888,191 | 1,941,955 | 219,474 | ||
Other | ||||||
Total revenues | 11,706 | 0 | 749 | 27,830 | ||
Services | ||||||
Total revenues | $ 2,779,410 | $ 3,612,550 | $ 8,584,063 | $ 6,168,712 | $ 10,158,772 | $ 817,209 |
DESCRIPTION OF BUSINESS AND S_5
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Potentially dilutive securities | 1,329,341,854 | 1,715,038,564 | 137,990,874 |
Convertible Promissory Notes | |||
Potentially dilutive securities | 98,935,204 | 1,500,911,539 | 0 |
Series A Preferred Stock | |||
Potentially dilutive securities | 1,223,484,624 | 199,728,891 | 128,056,506 |
Series B Preferred Stock | |||
Potentially dilutive securities | 2,588,693 | 2,588,693 | 2,588,693 |
Stock Options and Warrants | |||
Potentially dilutive securities | 4,333,333 | ||
Convertible Debt | |||
Potentially dilutive securities | 5,476,108 | 4,252,555 | |
Stock Options | |||
Potentially dilutive securities | 6,333,333 | 3,093,120 |
DESCRIPTION OF BUSINESS AND S_6
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) | Sep. 30, 2020USD ($) |
Fair value of derivative instrument | $ 6,582,252 |
Auctus Convertible Promissory Note | |
Fair value of derivative instrument | 5,382,241 |
EMA Financial Convertible Promissory Note | |
Fair value of derivative instrument | 1,158,820 |
Warrants Issued with the Derivative Instruments | |
Fair value of derivative instrument | $ 41,191 |
DESCRIPTION OF BUSINESS AND S_7
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2020 | |
Cash equivalents | $ 0 | $ 0 | |
Allowance for uncollectible accounts receivable | 881,676 | 49,191 | |
Impairment of goodwill | 70,995 | 0 | |
Impairment of intangible assets | 878,877 | 0 | |
Advertising costs | 0 | $ 220 | |
Deferred revenue | $ 305,741 | $ 305,165 | |
Two Customers | Accounts Receivable | |||
Concentration risk | 91.00% | 28.00% | |
Telecommunications Network | |||
Estimated useful life | 5 years | ||
Telecommunications Equipment | Minimum | |||
Estimated useful life | 7 years | ||
Telecommunications Equipment | Maximum | |||
Estimated useful life | 10 years | ||
Computers and Office Equipment | |||
Estimated useful life | 3 years |
ACQUISITIONS (Details)
ACQUISITIONS (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash paid | $ 0 | $ 798,386 | $ 0 | $ 0 |
Note payable | 0 | $ 1,894,964 | 7,057,041 | 0 |
Consideration Received: | ||||
Goodwill | 1,640,099 | 1,050,366 | $ 924,361 | |
SpeedConnect LLC | ||||
Cash paid | 1,000,000 | |||
Liabilities: | ||||
Promissory note | 750,000 | |||
Deferred revenue | 230,000 | |||
Bank debt | 0 | |||
Lease payable | 5,162,077 | |||
Unfavorable leases | 323,000 | |||
Accounts and other payables | 591,964 | |||
Total liabilities | 7,057,041 | |||
Total consideration value | 8,057,041 | |||
Assets | ||||
Customer base | 350,000 | |||
Cash | 201,614 | |||
Prepaid and other receivables | 99,160 | |||
Deposits | 13,190 | |||
Operating lease right of use asset | 5,162,077 | |||
Favorable leases | 95,000 | |||
Property and equipment | 1,939,000 | |||
Total assets acquired | 7,860,041 | |||
Fixed assets | 1,939,000 | |||
Total consideration received | 7,860,041 | |||
Goodwill - provisional | 197,000 | |||
The Fitness Container LLC | ||||
Note payable | 500,000 | |||
Accounts payable | 141,837 | |||
Non-controlling interest | (29,439) | |||
Total consideration | 612,398 | |||
Assets | ||||
Accounts receivable | 22,665 | |||
Total assets acquired | 22,665 | |||
Total consideration received | 22,665 | |||
Goodwill - provisional | $ 589,733 | |||
SpeedConnect Asset Acquisition | ||||
Cash paid | 1,000,000 | |||
Liabilities: | ||||
Promissory note | 750,000 | |||
Deferred revenue | 230,000 | |||
Bank debt | 0 | |||
Lease payable | 5,162,077 | |||
Unfavorable leases | 323,000 | |||
Accounts and other payables | 591,964 | |||
Total liabilities | 7,057,041 | |||
Total consideration value | 8,057,041 | |||
Assets | ||||
Customer base | 350,000 | |||
Cash | 201,614 | |||
Prepaid and other receivables | 99,160 | |||
Deposits | 13,190 | |||
Operating lease right of use asset | 5,162,077 | |||
Favorable leases | 95,000 | |||
Property and equipment | 1,939,000 | |||
Total assets acquired | 7,860,041 | |||
Fixed assets | 1,939,000 | |||
Total consideration received | 7,860,041 | |||
Goodwill - provisional | 197,000 | |||
Blue Collar Acquisition | ||||
Common stock | 6,500,000 | |||
Total consideration | 6,500,000 | |||
Estimated value | $ 0.13 | |||
Consideration share value | 845,000 | |||
Note payable | $ 1,533,217 | |||
Liabilities: | ||||
Bank debt | $ 500,500 | |||
Lease payable | 20,020 | |||
Accounts and other payables | 386,652 | |||
Total consideration value | 3,285,389 | |||
Consideration Received: | ||||
Intangible asset | 1,677,000 | |||
Goodwill | 853,366 | |||
Assets | ||||
Property and equipment | 445,362 | |||
Total assets acquired | 3,285,389 | |||
Current assets | 297,704 | |||
Fixed assets | 445,362 | |||
Other assets | 11,957 | |||
Total consideration received | $ 3,285,389 |
ACQUISITIONS (Details 1)
ACQUISITIONS (Details 1) - USD ($) | 4 Months Ended | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
SpeedConnect LLC | ||||
Revenue | $ 10,970,258 | |||
Cost of sales | 6,928,862 | |||
Gross profit (loss) | 4,041,369 | |||
Expenses | (5,521,661) | |||
Derivative expense | (3,572,107) | |||
Gain on conversions and settlements | 0 | |||
Impairment | 0 | |||
Interest expense and impairment | (2,559,709) | |||
Income taxes | 0 | |||
Net loss | $ (7,612,081) | |||
Loss per share | $ (0.06) | |||
SpeedConnect Asset Acquisition | ||||
Revenue | $ 8,002,875 | |||
Cost of sales | 4,826,475 | |||
Gross profit (loss) | 3,176,400 | |||
Expenses | (1,999,221) | |||
Derivative expense | 0 | |||
Gain on conversions and settlements | 0 | |||
Impairment | 0 | |||
Interest expense and impairment | 0 | |||
Income taxes | 0 | |||
Net loss | 1,177,179 | |||
Blue Collar Acquisition | ||||
Revenue | $ 219,474 | 1,941,955 | ||
Cost of sales | 215,973 | 751,349 | ||
Gross profit (loss) | 3,501 | 1,190,606 | ||
Expenses | (301,105) | (642,489) | ||
Derivative expense | 0 | 0 | ||
Gain on conversions and settlements | 0 | 0 | ||
Impairment | 0 | 0 | ||
Interest expense and impairment | (66,571) | (119,359) | ||
Income taxes | 0 | 0 | ||
Net loss | $ (364,175) | 428,758 | ||
Blue Collar & Speed Connect | ||||
Revenue | 14,975,205 | $ 19,680,022 | ||
Cost of sales | 8,915,851 | 11,653,419 | ||
Gross profit (loss) | 6,059,354 | 8,026,603 | ||
Expenses | (7,992,220) | (9,883,572) | ||
Derivative expense | (7,476,908) | 0 | ||
Gain on conversions and settlements | 138,815 | 0 | ||
Impairment | (949,872) | 0 | ||
Interest expense and impairment | (3,581,020) | (275,935) | ||
Income taxes | 0 | 0 | ||
Net loss | $ (13,801,851) | $ (2,132,904) | ||
Loss per share | $ (0.10) | $ (0.02) |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Going Concern [Abstract] | ||||||
Net loss | $ (1,385,042) | $ 2,986,798 | $ (4,881,030) | $ (8,538,360) | $ (14,028,165) | $ (5,377,489) |
Net cash used in operating activities | (216,685) | (1,032,989) | (328,251) | (916,407) | ||
Net cash provided by financing activities | $ 724,356 | $ 2,027,422 | $ 1,390,538 | $ 871,199 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Accumulated depreciation | $ (2,034,969) | $ (1,253,919) | $ (697,699) |
Property and equipment, net | 4,175,333 | 4,423,148 | 3,046,942 |
Telecommunications Fiber and Equipment | |||
Property, plant and equipment, gross | 5,575,465 | 5,203,000 | 3,274,045 |
Film Production Equipment | |||
Property, plant and equipment, gross | 369,903 | 369,903 | 369,903 |
Office Furniture and Equipment | |||
Property, plant and equipment, gross | 86,899 | 85,485 | 82,014 |
Medical Equipment | |||
Property, plant and equipment, gross | 159,356 | ||
Leasehold Improvements | |||
Property, plant and equipment, gross | $ 18,679 | $ 18,679 | $ 18,679 |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | ||||||
Depreciation expense | $ 263,683 | $ 168,655 | $ 781,050 | $ 368,362 | $ 591,069 | $ 213,823 |
DEBT FINANCING ARRANGEMENTS (De
DEBT FINANCING ARRANGEMENTS (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | |||
Business loans and advances, net of discounts | $ 2,576,174 | $ 1,121,640 | $ 615,692 |
Convertible notes payable, net of discounts | 1,711,098 | 2,101,649 | 15,000 |
Factoring agreement | 388,921 | 223,618 | 101,244 |
Debt - third party | 4,676,193 | 3,446,907 | 731,936 |
Line of credit, related party secured by assets | 3,043,390 | 3,043,390 | 3,043,390 |
Debt - other related party, net of discounts | 7,450,000 | 5,950,000 | 5,912,898 |
Convertible debt - related party | 922,881 | 922,881 | 801,888 |
Shareholder debt | 175,222 | 303,688 | 181,694 |
Debt - related party | 11,591,493 | 10,219,959 | 9,939,870 |
Total financing arrangements | 16,267,686 | 13,666,866 | 10,671,806 |
Less current liabilities: | |||
Business loans, advances and agreements | (2,062,544) | (344,758) | (716,936) |
Convertible notes payable, net of discount | (1,711,098) | (2,101,649) | (10,000) |
Notes payable - related parties, net of discount | (10,668,612) | (9,297,078) | (9,137,982) |
Convertible notes payable - related party | (904,881) | (534,381) | (202,688) |
Total | (15,347,135) | (12,277,866) | (10,067,606) |
Total long term debt | $ 920,551 | $ 1,389,000 | $ 604,200 |
DERIVATIVE FINANCIAL INSTRUME_3
DERIVATIVE FINANCIAL INSTRUMENTS (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Debt discount from initial derivative | $ 0 | $ 0 | $ 1,774,000 | $ 0 |
Derivative expense | (176,790) | (3,572,107) | ||
Level 3 | ||||
Derivative liability, beginning | 8,836,514 | $ 0 | 0 | |
Debt discount from initial derivative | 1,774,000 | |||
Initial fair value of derivative liabilities | 2,601,631 | |||
Change in derivative liability from conversion of notes payable | (1,144,290) | (407,654) | ||
Change in derivative liabilities from the Odyssey conversion to a term loan | (1,286,763) | 0 | ||
Change in fair value of derivative liabilities at end of period | 176,790 | 4,868,537 | ||
Derivative liability, ending | $ 6,582,252 | 8,836,514 | $ 0 | |
Derivative expense | $ 5 |
DERIVATIVE FINANCIAL INSTRUME_4
DERIVATIVE FINANCIAL INSTRUMENTS (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Dividend yield | 0.00% | 0.00% | |
Expected life | 2 years | 2 years | |
Minimum | |||
Expected volatility | 307.00% | 307.00% | |
Quoted market price | $ 0.125 | $ 0.125 | |
Maximum | |||
Expected volatility | 311.00% | 311.00% | |
Quoted market price | $ 0.155 | $ 0.155 | |
Derivative Liability | |||
Dividend yield | 0.00% | ||
Derivative Liability | Minimum | |||
Expected volatility | 232.90% | ||
Weighted average risk-free interest rate | 0.10% | ||
Expected life | 3 months | ||
Quoted market price | $ 0.029 | ||
Derivative Liability | Maximum | |||
Expected volatility | 334.90% | ||
Weighted average risk-free interest rate | 0.13% | ||
Expected life | 1 year 8 months 11 days | ||
Quoted market price | $ 0.029 | ||
Level 3 | |||
Derivative liability | $ 6,582,252 | $ 8,836,514 | $ 0 |
Change in fair value of derivative liabilities | $ 176,790 | $ 4,868,537 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Current: | ||||||
Federal state and local | $ 0 | $ 0 | ||||
Total current | 0 | 0 | ||||
Deferred: | ||||||
Federal State and local benefit | (2,945,915) | (1,129,273) | ||||
Net operating loss, net of state tax effect | (107,011) | (84,070) | ||||
Meals and entertainment | 4,506 | 2,183 | ||||
Stock based expenses | 124,124 | 235,256 | ||||
Impairment | 199,473 | 0 | ||||
Amortization | 182,411 | 0 | ||||
Other | 61,472 | 84,071 | ||||
Allowance | 2,480,939 | 891,833 | ||||
Total benefit | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Statutory rate | 21.00% | 21.00% |
Change in valuation allowance | (21.00%) | (19.00%) |
Stock based compensation | 0.00% | 0.00% |
Net operating loss, net of state tax effect | (1.00%) | (1.00%) |
Other | (1.00%) | (1.00%) |
Total | 0.00% | 0.00% |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current deferred tax assets (liabilities): | ||
Valuation allowance | $ 0 | $ 0 |
Total current deferred tax asset (liability) | 0 | 0 |
Noncurrent deferred tax assets (liabilities): | ||
Derivative expense | 1,570,151 | 0 |
Intangible assets amortization | 802,857 | 620,447 |
Net operating loss carry forwards | 2,140,224 | 1,681,403 |
Stock based compensation | 1,655,821 | 1,287,336 |
Other | 0 | 98,927 |
Less: valuation allowance | (6,169,052) | (3,688,113) |
Total noncurrent deferred tax asset (liability) | 0 | 0 |
Total deferred tax asset (liability) | $ 0 | $ 0 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry forwards | $ 10,000,000 | $ 8,000,000 |
STOCKHOLDERS' DEFICIT (Details)
STOCKHOLDERS' DEFICIT (Details) | Sep. 30, 2020shares |
Stockholders' Deficit: | |
Unissued shares under consulting and director agreements | 6,000,000 |
Unissued shares for conversion of debt | 16,667 |
Unissued shares for acquisition of Bridge Internet | 4,000,000 |
Shares receivable under prior terminated acquisition agreement | (3,096,181) |
Net commitment | 6,920,486 |
STOCKHOLDERS' DEFICIT (Details
STOCKHOLDERS' DEFICIT (Details 1) - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Options outstanding, beginning | 3,000,000 | 3,093,120 | 93,120 |
Options granted | 3,000,000 | ||
Options expired | (2,000,000) | (93,120) | |
Options outstanding, ending | 1,000,000 | 3,000,000 | 3,093,120 |
Options vested, beginning | 1,954,230 | 93,120 | |
Options granted | 0 | ||
Options vested, ending | 1,000,000 | 1,954,230 | |
Vesting period in months | 12 months | ||
Exercise price outstanding and exercisable, beginning | $ 0.10 | ||
Exercise price granted | $ 0.10 | ||
Exercise price options expired | .00 | ||
Exercise price outstanding and exercisable, ending | $ 0.10 | $ 0.10 | |
Options expired, expiration date | Dec. 31, 2019 | ||
Expiration date | Mar. 21, 2021 | Mar. 20, 2021 | |
Minimum | |||
Vesting period in months | 12 months | 12 months | |
Exercise price outstanding and exercisable, beginning | $ 0.05 | $ 0.05 | |
Exercise price options expired | $ 0.05 | ||
Exercise price outstanding and exercisable, ending | $ 0.05 | ||
Granted expiration date | Feb. 28, 2180 | ||
Expiration date | Dec. 31, 2019 | ||
Maximum | |||
Vesting period in months | 18 months | 18 months | |
Exercise price outstanding and exercisable, beginning | $ 0.22 | $ 0.22 | |
Exercise price options expired | $ 0.22 | ||
Exercise price outstanding and exercisable, ending | $ 0.22 | ||
Granted expiration date | Mar. 20, 2021 | ||
Expiration date | Mar. 20, 2021 |
STOCKHOLDERS' DEFICIT (Detail_2
STOCKHOLDERS' DEFICIT (Details 2) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Dividend yield | 0.00% | 0.00% |
Expected life | 2 years | 2 years |
Minimum | ||
Expected annual volatility | 307.00% | 307.00% |
Discount rate | 2.20% | 2.20% |
Estimated fair value of the Company's common stock | $ 0.125 | $ 0.125 |
Maximum | ||
Expected annual volatility | 311.00% | 311.00% |
Discount rate | 2.30% | 2.30% |
Estimated fair value of the Company's common stock | $ 0.155 | $ 0.155 |
STOCKHOLDERS' DEFICIT (Detail_3
STOCKHOLDERS' DEFICIT (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |
Preferred stock, authorized | 100,000,000 | 100,000,000 | 100,000,000 | |
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |
Common stock, authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | |
Common stock, issued | 858,562,371 | 177,629,939 | 136,953,904 | |
Common stock, outstanding | 858,562,371 | 177,629,939 | 136,953,904 | |
Stock-based compensation related to the stock options | $ 0 | $ 113,488 | $ 140,668 | $ 256,187 |
Series A Preferred Stock | ||||
Preferred stock, authorized | 1,000,000 | 1,000,000 | 1,000,000 | |
Preferred stock, issued | 1,000,000 | 1,000,000 | 1,000,000 | |
Preferred stock, outstanding | 1,000,000 | 1,000,000 | 1,000,000 | |
Series B Preferred Stock | ||||
Preferred stock, authorized | 3,000,000 | 3,000,000 | 3,000,000 | |
Preferred stock, issued | 2,588,693 | 2,588,693 | 2,588,693 | |
Preferred stock, outstanding | 2,588,693 | 2,588,693 | 2,588,693 | |
Series C Preferred Stock | ||||
Preferred stock, authorized | 3,000,000 | 3,000,000 | 3,000,000 | |
Preferred stock, issued | 0 | 0 | 0 | |
Preferred stock, outstanding | 0 | 0 | 0 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Commitments and Contingencies Disclosure [Abstract] | |||
Related parties | $ 1,207,092 | $ 1,141,213 | $ 741,577 |
General operating | 4,156,498 | 3,342,952 | 3,037,601 |
Accrued interest on debt | 1,167,156 | 793,470 | 306,319 |
Credit card balances | 177,714 | 183,279 | 246,949 |
Accrued payroll and other expenses | 260,819 | 207,108 | 33,063 |
Taxes and fees payable | 641,012 | 633,357 | 629,462 |
Unfavorable lease liability | 151,419 | 242,256 | 0 |
Total | $ 7,761,710 | $ 6,543,635 | $ 4,993,970 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Details 1) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Commitments and Contingencies Disclosure [Abstract] | ||
2020 | $ 582,089 | $ 2,040,592 |
2021 | 1,949,477 | 1,389,503 |
2022 | 1,329,255 | 770,549 |
2023 | 815,977 | 266,170 |
2024 | 569,213 | 45,479 |
Thereafter | 344,754 | 112,639 |
Total lease payments | 5,590,765 | 4,624,932 |
Less imputed interest | (864,156) | (693,352) |
Present value of minimum lease payments | $ 4,726,609 | $ 3,931,580 |
COMMITMENTS AND CONTINGENCIES_4
COMMITMENTS AND CONTINGENCIES (Details 2) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
2020 | $ 467,893 | |
2021 | 84,559 | |
In default | 449,103 | |
Total | 552,452 | |
Telecom Equipment Finance | ||
2019 | $ 449,103 | |
2020 | 449,103 | |
2021 | 0 | |
In default | 449,103 | 0 |
Total | 449,103 | $ 449,103 |
XRoads Equipment Agreement | ||
2020 | 18,790 | |
2021 | 84,559 | |
In default | 0 | |
Total | $ 103,349 |
COMMITMENTS AND CONTINGENCIES_5
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Operating lease right-of-use assets | $ 4,531,784 | $ 3,886,045 | $ 0 | |
Operating lease liabilities | 4,726,609 | 3,931,580 | ||
Lease expense | 2,109,462 | |||
Rent and utility | 22,500 | $ 23,641 | ||
Customer liability | $ 338,725 | $ 338,725 | $ 338,725 |
RELATED PARTY ACTIVITY (Details
RELATED PARTY ACTIVITY (Details Narrative) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Related Party Transactions [Abstract] | |||
Due to shareholders and other related parties | $ 1,207,092 | $ 1,141,213 | $ 741,577 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Gross carrying amount | $ 6,724,720 | $ 6,976,800 | $ 9,141,800 |
Accumulated amortization | (1,896,722) | (2,707,717) | (2,470,218) |
Net book value | 4,827,998 | 5,369,083 | 6,671,582 |
Goodwill | 1,640,099 | 1,050,366 | 924,361 |
Customer Base | |||
Gross carrying amount | 938,000 | 1,197,200 | 1,947,200 |
Accumulated amortization | (182,124) | (364,383) | (1,374,933) |
Net book value | $ 755,876 | $ 832,817 | 572,267 |
Customer Base | Minimum | |||
Useful life | 3 years | 3 years | |
Customer Base | Maximum | |||
Useful life | 10 years | 10 years | |
Developed Technology | |||
Gross carrying amount | $ 4,595,600 | $ 4,595,600 | 6,105,600 |
Accumulated amortization | (1,489,319) | (1,106,351) | (1,059,070) |
Net book value | $ 3,106,281 | $ 3,489,249 | 5,046,530 |
Useful life | 9 years | 9 years | |
Film Library | |||
Gross carrying amount | $ 957,000 | $ 957,000 | 957,000 |
Accumulated amortization | (159,050) | (104,900) | (32,700) |
Net book value | $ 797,950 | $ 852,100 | 924,300 |
Useful life | 11 years | 11 years | |
Trademarks and Tradenames | |||
Gross carrying amount | $ 132,000 | $ 132,000 | 132,000 |
Accumulated amortization | (23,829) | (15,123) | (3,515) |
Net book value | $ 108,171 | $ 116,877 | 128,485 |
Useful life | 12 years | 12 years | |
Favorable leases | |||
Gross carrying amount | $ 95,000 | $ 95,000 | 0 |
Accumulated amortization | (42,400) | (16,960) | 0 |
Net book value | $ 52,600 | $ 78,040 | $ 0 |
Useful life | 3 years | 3 years | |
Other | |||
Gross carrying amount | $ 7,120 | ||
Accumulated amortization | 0 | ||
Net book value | $ 7,120 | ||
Useful life | 10 years |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS (Details 1) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
2020 | $ 188,969 | $ 732,431 | |
2021 | 798,524 | 732,431 | |
2022 | 791,404 | 732,431 | |
2023 | 788,036 | 729,063 | |
2024 | 771,052 | 712,079 | |
Thereafter | 1,490,013 | 1,730,648 | |
Total | 4,827,998 | 5,369,083 | $ 6,671,582 |
Customer Base | |||
2020 | 103,455 | ||
2021 | 103,455 | ||
2022 | 103,455 | ||
2023 | 103,455 | ||
2024 | 103,455 | ||
Thereafter | 315,542 | ||
Total | 755,876 | 832,817 | 572,267 |
Developed Technology | |||
2020 | 510,624 | ||
2021 | 510,624 | ||
2022 | 510,624 | ||
2023 | 510,624 | ||
2024 | 510,624 | ||
Thereafter | 936,129 | ||
Total | 3,106,281 | 3,489,249 | 5,046,530 |
Film Library | |||
2020 | 87,000 | ||
2021 | 87,000 | ||
2022 | 87,000 | ||
2023 | 87,000 | ||
2024 | 87,000 | ||
Thereafter | 417,100 | ||
Total | 797,950 | 852,100 | 924,300 |
Trademarks and Tradenames | |||
2020 | 11,000 | ||
2021 | 11,000 | ||
2022 | 11,000 | ||
2023 | 11,000 | ||
2024 | 11,000 | ||
Thereafter | 61,877 | ||
Total | 108,171 | 116,877 | 128,485 |
Favorable leases | |||
2020 | 20,352 | ||
2021 | 20,352 | ||
2022 | 20,352 | ||
2023 | 16,984 | ||
2024 | 0 | ||
Thereafter | 0 | ||
Total | $ 52,600 | $ 78,040 | $ 0 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||
Amortization expense | $ 182,735 | $ 83,811 | $ 548,205 | $ 643,942 | $ 868,622 | $ 760,350 |
SEGMENT REPORTING (Details)
SEGMENT REPORTING (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues | $ 2,786,610 | $ 3,617,500 | $ 8,619,354 | $ 6,207,431 | $ 10,212,377 | $ 937,069 |
Cost of revenue | 1,825,423 | 2,174,697 | 5,563,100 | 3,925,013 | 5,912,001 | 1,749,034 |
Net income (loss) | (1,385,042) | 2,986,798 | (4,881,030) | (8,538,360) | (14,028,165) | (5,377,489) |
Total assets | 15,960,042 | 15,960,042 | 15,453,753 | 10,821,717 | ||
Depreciation and amortization | 1,329,255 | 1,012,304 | ||||
Derivative expense | 176,790 | 3,572,107 | ||||
Interest expense | $ 248,158 | $ 1,287,966 | 1,082,259 | 2,565,404 | ||
TPT SpeedConnect | ||||||
Revenues | 7,683,928 | 4,762,827 | ||||
Cost of revenue | 4,876,775 | 3,003,849 | ||||
Net income (loss) | 880,554 | 926,279 | 1,124,210 | 0 | ||
Total assets | 8,003,380 | 0 | ||||
Depreciation and amortization | 390,422 | 147,056 | ||||
Derivative expense | 0 | 0 | ||||
Interest expense | 135,500 | 0 | ||||
Blue Collar | ||||||
Revenues | 877,607 | 888,191 | ||||
Cost of revenue | 418,968 | 567,897 | ||||
Net income (loss) | (174,388) | (251,079) | 428,758 | (464,494) | ||
Total assets | 476,268 | 101,164 | ||||
Depreciation and amortization | 83,502 | 15,422 | ||||
Derivative expense | 0 | 0 | ||||
Interest expense | 28,172 | 85,647 | ||||
Corporate and other | ||||||
Revenues | 57,819 | 556,413 | ||||
Cost of revenue | 267,357 | 353,267 | ||||
Net income (loss) | (5,597,196) | (9,213,560) | (15,581,133) | (4,912,995) | ||
Total assets | 6,974,105 | 10,720,553 | ||||
Depreciation and amortization | 855,331 | 849,826 | ||||
Derivative expense | 176,790 | 3,572,107 | ||||
Interest expense | $ 918,587 | $ 2,479,757 |