Cover
Cover | 9 Months Ended |
Sep. 30, 2021 | |
Cover [Abstract] | |
Entity Registrant Name | TPT GLOBAL TECH, INC. |
Entity Central Index Key | 0001661039 |
Document Type | S-1 |
Amendment Flag | false |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Filer Category | Non-accelerated Filer |
Entity Ex Transition Period | false |
Entity Incorporation State Country Code | FL |
Entity Tax Identification Number | 81-3903357 |
Entity Address Address Line 1 | 501 West Broadway |
Entity Address Address Line 2 | Suite 800 |
Entity Address City Or Town | San Diego |
Entity Address State Or Province | CA |
Entity Address Postal Zip Code | 92101 |
City Area Code | 619 |
Local Phone Number | 619 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
CURRENT ASSETS | |||
Cash and cash equivalents | $ 252,399 | $ 19,309 | $ 192,172 |
Accounts receivable, net | 109,667 | 164,818 | 379,805 |
Prepaid expenses and other current assets | 47,026 | 180,362 | 48,648 |
Total current assets | 409,092 | 364,489 | 620,625 |
NON-CURRENT ASSETS | |||
Property and equipment, net | 1,884,550 | 2,145,597 | 4,423,148 |
Operating lease right of use assets | 4,374,626 | 4,732,459 | 3,886,045 |
Intangible assets, net | 4,160,976 | 4,714,941 | 5,369,083 |
Goodwill | 768,091 | 768,091 | 1,050,366 |
Deposits and other assets | 171,413 | 111,111 | 104,486 |
Total non-current assets | 11,359,656 | 12,472,199 | 14,833,128 |
TOTAL ASSETS | 11,768,748 | 12,836,688 | 15,453,753 |
Current liabilities | |||
Accounts payable and accrued expenses | 10,068,109 | 7,866,140 | 6,543,635 |
Deferred revenue | 327,788 | 341,789 | 305,741 |
Customer liability | 338,725 | 338,725 | 338,725 |
Current portion of loans, advances and factoring agreements | 1,788,186 | 2,308,753 | 344,758 |
Convertible notes payable, net of discounts | 1,711,098 | 1,711,098 | 2,101,649 |
Notes payable - related parties, net of discounts | 10,597,639 | 10,559,796 | 9,297,078 |
Convertible notes payable - related parties, net of discounts | 922,181 | 922,481 | 534,381 |
Derivative liabilities | 8,256,309 | 5,265,139 | 8,836,514 |
Current portion of operating lease liabilities | 3,928,821 | 2,682,722 | 1,921,843 |
Financing lease liabilities | 192,900 | 184,939 | 0 |
Financing lease liabilities - related party | 675,687 | 654,633 | 626,561 |
Total current liabilities | 38,807,443 | 32,836,215 | 30,850,885 |
NON-CURRENT LIABILITIES | |||
Loans, advances and factoring agreements, net of current portion and discounts | 1,030,400 | 843,577 | 1,000,500 |
Convertible notes payable - related parties, net of current portion and discounts | 388,500 | ||
Operating lease liabilities, net of current portion | 2,907,598 | 2,872,952 | 2,009,737 |
Total non-current liabilities | 3,937,998 | 3,716,529 | 3,398,737 |
Total liabilities | 42,745,441 | 36,552,744 | 34,249,622 |
Commitments and contingencies | 0 | 0 | 0 |
Total mezzanine equity | 5,027,717 | 4,794,473 | 0 |
STOCKHOLDERS' DEFICIT | |||
Common stock, $.001 par value, 1,250,000,000 shares authorized, 908,029,038 and 865,564,371 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively | 908,029 | 865,565 | 177,630 |
Subscriptions payable (receivable) | 3,835 | 125,052 | 574,256 |
Additional paid-in capital | 12,500,573 | 11,462,940 | 13,279,749 |
Accumulated deficit | (49,503,549) | (40,902,944) | (32,831,093) |
Total TPT Global Tech, Inc. stockholders' deficit | (36,091,112) | (28,449,387) | (18,795,869) |
Non-controlling interests | 86,702 | (61,142) | 0 |
Total stockholders' deficit | (36,004,410) | (28,510,529) | (18,795,869) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 11,768,748 | 12,836,688 | 15,453,753 |
Series A Preferred Stock | |||
NON-CURRENT LIABILITIES | |||
Total mezzanine equity | 3,117,000 | 0 | |
STOCKHOLDERS' DEFICIT | |||
Preferred stock value | 3,117,000 | 3,117,000 | 1,000 |
Series B Preferred Stock | |||
NON-CURRENT LIABILITIES | |||
Total mezzanine equity | 1,677,473 | 0 | |
STOCKHOLDERS' DEFICIT | |||
Preferred stock value | 1,677,473 | 1,677,473 | 2,589 |
Series C Preferred Stock | |||
STOCKHOLDERS' DEFICIT | |||
Preferred stock value | 0 | 0 | 0 |
Series D Preferred Stock | |||
STOCKHOLDERS' DEFICIT | |||
Preferred stock value | $ 233,244 | $ 0 | $ 0 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, authorized | 1,250,000,000 | 1,250,000,000 | 1,000,000,000 |
Common stock, issued | 908,029,038 | 865,564,371 | 177,629,939 |
Common stock, outstanding | 908,029,038 | 865,564,371 | 177,629,939 |
Preferred stock, authorized | 1,000,000,000 | 100,000,000 | 100,000,000 |
Series A Preferred Stock | |||
Mezzanine stock, authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Mezzanine stock, issued | 1,000,000 | 1,000,000 | 1,000,000 |
Mezzanine stock, outstanding | 1,000,000 | 1,000,000 | 1,000,000 |
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 | 3,000,000 |
Mezzanine stock, issued | 2,588,693 | 2,588,693 | 2,588,693 |
Mezzanine stock, outstanding | 2,588,693 | 2,588,693 | 2,588,693 |
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 | |||
Mezzanine stock, authorized | 3,000,000 | 3,000,000 | 3,000,000 |
Mezzanine stock, issued | 0 | 0 | 0 |
Mezzanine stock, outstanding | 0 | 0 | 0 |
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 | |||
Mezzanine stock, authorized | 10,000,000 | 10,000,000 | 10,000,000 |
Mezzanine stock, issued | 46,649 | 0 | 0 |
Mezzanine stock, outstanding | 46,649 | 10,000,000 | 0 |
Preferred stock, authorized | 10,000,000 | 20,000,000 | 20,000,000 |
Preferred stock, issued | 30,749 | 0 | 0 |
Preferred stock, outstanding | 30,749 | 0 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
REVENUES: | ||||||
Products | $ 0 | $ 7,200 | $ 10,630 | $ 35,291 | $ 39,391 | $ 53,605 |
Services | 2,519,426 | 2,779,410 | 7,800,326 | 8,584,063 | 11,054,779 | 10,158,772 |
Total Revenues | 2,519,426 | 2,786,610 | 7,810,956 | 8,619,354 | 11,094,170 | 10,212,377 |
COST OF SALES: | ||||||
Products | 0 | 7,155 | 10,640 | 34,455 | 38,455 | 55,470 |
Services | 1,935,790 | 1,818,268 | 6,276,445 | 5,528,645 | 7,155,038 | 5,856,531 |
Total Costs of Sales | 1,935,790 | 1,825,423 | 6,287,085 | 5,563,100 | 7,193,493 | 5,912,001 |
Gross profit | 583,636 | 961,187 | 1,523,871 | 3,056,254 | 3,900,677 | 4,300,376 |
EXPENSES: | ||||||
Sales and marketing | 1,186 | 17,633 | 14,431 | 17,738 | 178,539 | 55,882 |
Professional | 462,732 | 717,321 | 1,209,851 | 1,472,043 | 2,077,770 | 1,888,047 |
Payroll and related | 574,119 | 664,278 | 1,962,434 | 1,910,416 | 2,502,461 | 1,513,050 |
General and administrative | 454,401 | 475,650 | 1,749,985 | 1,425,264 | 1,857,608 | 1,542,886 |
Research and development | 36,485 | 0 | 36,485 | 1,000,000 | 1,000,000 | 0 |
Impairment of long lived assets and goodwill | 2,702,996 | 949,872 | ||||
Depreciation | 160,641 | 263,683 | 480,344 | 781,050 | 1,054,702 | 591,069 |
Amortization | 184,655 | 182,735 | 553,965 | 548,205 | 730,940 | 868,622 |
Total expenses | 1,874,219 | 2,321,300 | 6,007,496 | 7,154,716 | 12,105,016 | 7,409,428 |
Loss from operations | (1,290,583) | (1,360,113) | (4,483,625) | (4,098,462) | (8,204,339) | (3,109,052) |
OTHER INCOME (EXPENSE) | ||||||
Derivative gain (expense) | (3,472,930) | 223,229 | (3,098,381) | (176,790) | 1,140,323 | (7,476,908) |
Gain (loss) on debt extinguishment | 722,200 | 0 | 722,200 | 1,252,131 | 1,252,131 | 0 |
Gain (loss) on debt conversions | 0 | 0 | 0 | (775,650) | (775,650) | 138,815 |
Interest expense | (676,983) | (248,158) | (1,477,105) | (1,082,259) | (1,531,733) | (3,581,020) |
Other expense | 0 | 0 | (334,908) | 0 | ||
Total other income (expenses) | (3,427,713) | (24,929) | (4,188,194) | (782,568) | 85,071 | (10,919,113) |
Net loss before income taxes | (4,718,296) | (1,385,042) | (8,671,819) | (4,881,030) | (8,119,268) | (14,028,165) |
Income taxes | 0 | 0 | 0 | 0 | 0 | 0 |
NET LOSS BEFORE NON-CONTROLLING INTERESTS | (4,718,296) | (1,385,042) | (8,671,819) | (4,881,030) | (8,119,268) | (14,028,165) |
NET LOSS ATTRIBUTABLE TO NON- CONTROLLING INTERESTS | (1,940) | (19,860) | (71,214) | (19,860) | 47,417 | 0 |
NET LOSS ATTRIBUTABLE TO TPT GLOBAL TECH, INC. SHAREHOLDERS | $ (4,716,356) | $ (1,365,182) | $ (8,600,605) | $ (4,861,170) | $ (8,071,851) | $ (14,028,165) |
Loss per common share: Basic and diluted | $ (0.01) | $ 0 | $ (0.01) | $ (0.01) | $ (0.01) | $ (0.10) |
Weighted average number of common shares outstanding: | ||||||
Basic and diluted | 890,779,038 | 857,617,316 | 879,778,872 | 696,347,551 | 740,163,898 | 141,594,930 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($) | Total | Series A, Preferred Stock | Series B, Preferred Stock | Common Stock | Subscriptions Payable | Additional Paid-In Capital | Accumulated Deficit | Noncontrolling Interest [Member] |
Balance, shares at Dec. 31, 2018 | 1,000,000 | 2,588,693 | 136,953,904 | |||||
Balance, amount at Dec. 31, 2018 | $ (5,926,498) | $ 1,000 | $ 2,589 | $ 136,954 | $ 168,006 | $ 12,567,881 | $ (18,802,928) | $ 0 |
Common stock issuable for director services | 406,250 | 406,250 | ||||||
Stock options issued for services | 140,668 | 140,668 | ||||||
Common stock issued for convertible promissory notes, shares | 40,676,035 | |||||||
Common stock issued for convertible promissory notes, amount | 611,876 | $ 40,676 | 571,200 | |||||
Net Loss | (14,028,165) | (14,028,165) | ||||||
Balance, shares at Dec. 31, 2019 | 1,000,000 | 2,588,693 | 177,629,939 | |||||
Balance, amount at Dec. 31, 2019 | (18,795,869) | $ 1,000 | $ 2,589 | $ 177,630 | 574,256 | 13,279,749 | (32,831,093) | 0 |
Common stock issuable for director services | 236,978 | 0 | 0 | 0 | 236,978 | 0 | 0 | |
Net Loss | (4,881,030) | 0 | 0 | 0 | (4,861,170) | (19,860) | ||
Equity interest in QuikLABS issued for cash | 360,000 | 0 | 0 | 0 | 0 | 288,000 | 72,000 | |
Acquisition of Aire Fitness | (29,439) | 0 | 0 | $ 0 | 0 | 0 | (29,439) | |
Common stock issued for settlement of liability, shares | 1,000,000 | |||||||
Common stock issued for settlement of liability, amount | 58,000 | $ 0 | $ 0 | $ 1,000 | 0 | 57,000 | 0 | 0 |
Reclassification of preferred stock as mezzanine, shares | (1,000,000) | (2,588,693) | ||||||
Reclassification of preferred stock as mezzanine, amount | (4,794,473) | $ (1,000) | $ (2,589) | (4,790,884) | ||||
Common stock issued for convertible promissory notes, shares | 679,932,432 | |||||||
Common stock issued for convertible promissory notes, amount | 2,150,179 | 0 | 0 | $ 679,933 | 0 | 1,470,246 | 0 | |
InnovaQor merger | 0 | 219,058 | 0 | (219,058) | ||||
Balance, shares at Sep. 30, 2020 | 858,562,371 | |||||||
Balance, amount at Sep. 30, 2020 | (25,695,654) | $ 0 | $ 0 | $ 858,563 | 881,234 | 10,523,169 | (37,692,263) | (196,357) |
Balance, shares at Dec. 31, 2019 | 1,000,000 | 2,588,693 | 177,629,939 | |||||
Balance, amount at Dec. 31, 2019 | (18,795,869) | $ 1,000 | $ 2,589 | $ 177,630 | 574,256 | 13,279,749 | (32,831,093) | 0 |
Common stock issued for convertible promissory notes, shares | 679,932,432 | |||||||
Common stock issued for convertible promissory notes, amount | 2,150,179 | $ 679,933 | 1,470,246 | 0 | ||||
Net Loss | (8,119,268) | 0 | 0 | $ 0 | 0 | 0 | (8,071,851) | (47,417) |
Common stock issued for services, shares | 7,002,000 | |||||||
Common stock issued for services, amount | 54,000 | 0 | 0 | $ 7,002 | 812,773 | 859,771 | 0 | |
Common stock issuable for services | 363,569 | 0 | 0 | 0 | 363,569 | 0 | 0 | |
Equity interest in QuikLABS issued for cash | 460,000 | 0 | 0 | 0 | 0 | 368,000 | 92,000 | |
Acquisition of Aire Fitness | $ 113,333 | 0 | 0 | $ 0 | 0 | 0 | 113,333 | |
Common stock issued for settlement of liability, shares | 2,000 | 1,000,000 | ||||||
Common stock issued for settlement of liability, amount | $ 58,000 | $ 0 | $ 0 | $ 1,000 | 57,000 | |||
Reclassification of preferred stock as mezzanine, shares | (1,000,000) | (2,588,693) | ||||||
Reclassification of preferred stock as mezzanine, amount | $ (1,000) | $ (2,589) | ||||||
InnovaQor merger | 219,058 | 0 | (219,058) | |||||
Balance, shares at Dec. 31, 2020 | 865,564,371 | |||||||
Balance, amount at Dec. 31, 2020 | (28,449,387) | 0 | 0 | $ 865,565 | 125,052 | 11,462,940 | (40,902,944) | (61,142) |
Balance, shares at Jun. 30, 2020 | 857,562,371 | |||||||
Balance, amount at Jun. 30, 2020 | (24,733,027) | 0 | 0 | $ 857,563 | 777,380 | 9,959,111 | (36,327,081) | 0 |
Common stock issuable for director services | 33,854 | 0 | 0 | 0 | 33,854 | 0 | 0 | 0 |
Net Loss | (1,385,042) | 0 | 0 | 0 | 0 | (1,365,182) | (19,860) | |
Equity interest in QuikLABS issued for cash | 360,000 | 0 | 0 | 0 | 288,000 | 0 | 72,000 | |
Acquisition of Aire Fitness | (29,439) | 0 | $ 0 | 0 | 0 | 0 | (29,439) | |
Common stock issued for settlement of liability, shares | 1,000,000 | |||||||
Common stock issued for settlement of liability, amount | 58,000 | 0 | $ 1,000 | 0 | 57,000 | 0 | 0 | |
InnovaQor merger | 0 | 0 | 0 | $ 0 | 0 | 219,058 | 0 | (219,058) |
Balance, shares at Sep. 30, 2020 | 858,562,371 | |||||||
Balance, amount at Sep. 30, 2020 | (25,695,654) | 0 | 0 | $ 858,563 | 881,234 | 10,523,169 | (37,692,263) | (196,357) |
Common stock issued for services, amount | 12,000,000 | |||||||
Balance, shares at Dec. 31, 2020 | 865,564,371 | |||||||
Balance, amount at Dec. 31, 2020 | (28,449,387) | 0 | 0 | $ 865,565 | 125,052 | 11,462,940 | (40,902,944) | (61,142) |
Net Loss | (8,671,819) | 0 | 0 | $ 0 | 0 | 0 | (8,600,605) | (71,214) |
Common stock issued for services or subscription payable, shares | 5,964,667 | |||||||
Common stock issued for services or subscription payable, amount | 220,936 | 0 | 0 | $ 5,965 | (121,217) | 336,203 | 0 | 0 |
Issuance of shares in exchange for debt, shares | 7,500,000 | |||||||
Issuance of shares in exchange for debt, amount | 346,500 | 0 | 0 | $ 7,500 | 0 | 339,000 | 0 | 0 |
Issuance of shares for cash, shares | 29,000,000 | |||||||
Issuance of shares for cash, amount | 610,502 | 0 | 0 | $ 28,999 | 0 | 581,503 | 0 | 0 |
TPT Strategic license cancellation | 0 | 0 | 0 | $ 0 | 0 | (219,058) | 0 | 219,058 |
Balance, shares at Sep. 30, 2021 | 908,029,038 | |||||||
Balance, amount at Sep. 30, 2021 | (36,091,112) | 0 | 0 | $ 908,029 | 3,835 | 12,500,573 | (49,503,549) | 86,702 |
Balance, shares at Jun. 30, 2021 | 879,029,038 | |||||||
Balance, amount at Jun. 30, 2021 | (31,903,717) | 0 | 0 | $ 8,790,305 | (3,265) | 11,919,070 | (44,787,194) | 88,642 |
Net Loss | (4,718,296) | 0 | 0 | $ 0 | 0 | 0 | (4,716,356) | (1,940) |
Issuance of shares for cash, shares | 29,000,000 | |||||||
Issuance of shares for cash, amount | 610,502 | 0 | 0 | $ 28,999 | 0 | 581,503 | 0 | 0 |
Common stock issued for services or subscription payable | 7,100 | 0 | 0 | $ 0 | 7,100 | 0 | 0 | 0 |
Balance, shares at Sep. 30, 2021 | 908,029,038 | |||||||
Balance, amount at Sep. 30, 2021 | $ (36,091,112) | $ 0 | $ 0 | $ 908,029 | $ 3,835 | $ 12,500,573 | $ (49,503,549) | $ 86,702 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | ||||
Net loss | $ (8,671,819) | $ (4,881,030) | $ (8,119,268) | $ (14,028,165) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation | 480,344 | 781,050 | 1,054,702 | 591,069 |
Amortization | 553,965 | 548,205 | 730,940 | 868,622 |
Amortization of debt discounts | 829,094 | 510,437 | 738,794 | 2,797,185 |
Promissory note issued for research and development | 0 | 1,000,000 | 1,000,000 | 0 |
Note payable issued for legal fees | 350,000 | 0 | ||
Gain/Loss on conversion of notes payable | 0 | (775,650) | 775,650 | (138,815) |
Derivative expense (gain) | 3,098,381 | 176,790 | (1,140,323) | 7,476,908 |
Gain on extinguishment of debt | (722,200) | (1,252,131) | (1,252,131) | 0 |
Impairment of goodwill and long-lived assets | 2,702,996 | 949,877 | ||
Share-based compensation: Common stock | 220,936 | 236,978 | 417,649 | 406,250 |
Stock options | 0 | 140,668 | ||
Note payable | 0 | 350,000 | ||
Changes in operating assets and liabilities: | ||||
Accounts receivable | 55,152 | 186,328 | 254,022 | (330,883) |
Prepaid expenses and other assets | 133,336 | (146,010) | (138,339) | 57,340 |
Deposits and other assets | (60,302) | 0 | ||
Accounts payable and accrued expenses | 2,137,537 | 1,220,222 | 1,314,086 | 766,867 |
Net change in operating lease right of use assets and liabilities | 1,638,578 | 149,290 | 777,680 | 45,535 |
Other liabilities | (14,001) | 127,536 | 43,969 | 69,291 |
Net cash used in operating activities | (320,999) | (216,685) | (489,573) | (328,251) |
Cash flows from investing activities: | ||||
Purchase of equipment | (219,298) | (429,886) | (424,560) | (103,515) |
Purchase of intangibles | (76,798) | 0 | ||
Payment for business acquisitions, net of cash acquired | 460 | (798,386) | ||
Net cash used in investing activities | (219,298) | (429,886) | (500,898) | (901,901) |
Cash flows from financing activities: | ||||
Proceeds from sale or non-controlling interests in QuikLABS | 0 | 360,000 | 460,000 | 0 |
Proceeds from convertible notes and notes payable - related parties | 2,400 | 293,707 | ||
Proceeds from sale of Common Stock | 610,502 | 0 | ||
Proceeds from sale of Series D Preferred Stock | 233,244 | 0 | ||
Proceeds from convertible notes, loans and advances | 1,961,685 | 1,311,800 | 1,753,204 | 2,613,047 |
Payment on convertible loans, advances and factoring agreements | (2,024,497) | (818,978) | (1,169,330) | (1,440,139) |
Proceeds on convertible notes and amounts payable - related parties | (15,544) | (2,400) | 212,256 | 50,720 |
Payments on convertible notes and amounts payable - related parties | (5,827) | (130,349) | ||
Payments on financing lease liabilities | (17,264) | 0 | 16,410 | (25,357) |
Net cash provided by financing activities | 773,387 | 724,356 | 817,608 | 1,390,538 |
Net change in cash | 233,090 | (77,785) | (172,863) | 160,386 |
Cash and cash equivalents - beginning of period | 19,309 | 192,172 | 192,172 | 31,786 |
Cash and cash equivalents - end of period | 252,399 | 269,957 | 19,309 | 192,172 |
Supplemental Cash Flow Information: | ||||
Interest | 34,420 | 120,605 | 0 | 0 |
Taxes | 0 | 0 | 0 | 0 |
Non-Cash Investing and Financing Activities: | ||||
Debt discount on factoring agreement | 811,788 | 216,720 | 634,341 | 2,011,600 |
Common stock issued in exchange for payable and note | 457,211 | 2,258,637 | ||
TPT Strategic, Inc. merger - Non-controlling interest in intercompany liabilities rescinded | (219,058) | 0 | ||
Issuance of common stock for subscription payable | 210,744 | 0 | ||
Convertible preferred Series A and B reclassified to mezzanine equity | 0 | 4,790,884 | ||
Common stock issued in conversion of convertible notes | 0 | 2,258,637 | 2,258,637 | 0 |
Convertible preferred Series A and B reclassified to mezzanine equitys | 0 | 4,790,884 | 4,790,884 | 0 |
Acquisition of Aire Fitness - Liabilities assumed | 0 | 641,869 | 610,919 | 0 |
InnovaQor merger - Non-controlling interest in intercompany liabilities assumed | 0 | 219,058 | 219,058 | 0 |
Acquisition of property and equipment under finance lease | $ 0 | $ 103,349 | 201,349 | 0 |
Acquisition of assets of SpeedConnect - Liabilities assumed | 0 | 1,894,964 | ||
Operating lase liabilities and right of use assets | $ 0 | $ 5,003,178 |
DESCRIPTION OF BUSINESS AND SUM
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
NOTE 1- DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Operations The Company was originally incorporated in 1988 in the state of Florida. TPT Global, Inc., a Nevada corporation formed in June 2014, merged with Ally Pharma US, Inc., a Florida corporation, (“Ally Pharma”, formerly known as Gold Royalty Corporation) in a “reverse merger” wherein Ally Pharma issued 110,000,000 shares of Common Stock, or 80% ownership, to the owners of TPT Global, Inc. in exchange for all outstanding common stock of TPT Global Inc. and Ally Pharma agreed to change its name to TPT Global Tech, Inc. (jointly referred to as “the Company” or “TPTG”). The following acquisitions have resulted in entities which have been consolidated into TPTG. In 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 30, 2020 we formed TPT MedTech, LLC (“TPT MedTech”) and on June 6, 2020 we formed InnovaQor, Inc (“InnovaQor”). In July and August 2020, the Company formed Quiklab 1 LLC, QuikLAB 2, LLC, QuikLAB 3, LLC and QuikLAB 4, LLC where TPT MedTech owns 80% (as agreed per the operating agreement) of all outside equity investments. Effective August 1, 2020 we closed on the acquisition of 75% of The Fitness Container, LLC (“Air Fitness”). In July 2020, we invested in a Hong Kong company called TPT Global Tech Asia Limited of which we own 78%, and during 2020, InnovaQor did a reverse merger with Southern Plains of which there ended up being a non controlling interest of 6% as of September 30, 2021 and December 31, 2020. The name of InnovaQor remained for the merged entities but was changed to TPT Strategic, Inc. on March 21, 2021. 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 nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. These condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements for the year ended December 31, 2020. The condensed consolidated balance sheet as of September 30, 2021, has been derived from the consolidated financial statements at that date, but does not include all of the information and footnotes required by GAAP. Our condensed consolidated financial statements include the accounts of K Telecom and Global, Copperhead Digital, SDM, Blue Collar, TPT SpeedConnect, TPT Federal, TPT MedTech, InnovaQor, Quiklab 1, QuikLAB 2, QuikLAB 3, QuikLAB 4, Aire Fitness and TPT Global Tech Asia Limited. The consolidated financial statements also give effects to non-controlling interests of the QuikLABs of 20%, Aire Fitness of 25%, TPT Global Tech Asia Limited of 22% and InnovaQor of 6%, where appropriate. All intercompany accounts and transactions have been eliminated in consolidation. Revenue Recognition We have applied ASC 606, revenue from Contracts with Customers, to all contracts as of the date of initial application and as such, have used the following criteria described below in more detail for each business unit: 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, 2021 and 2020. 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, 2021 and 2020 came from the following sources disaggregated by services and products, which sources are explained in detail below. For the nine months ended September 30, 2021 For the nine months ended September 30, 2020 TPT SpeedConnect $ 5,867,005 $ 7,683,928 Blue Collar 1,241,060 877,607 TPT MedTech 479,967 7,706 San Diego Media and other 7,032 10,822 Aire Fitness 205,263 4,000 Total Services Revenue $ 7,800,326 $ 8,584,063 K Telecom-Product Revenue 10,630 35,291 Total Revenue $ 7,810,956 $ 8,619,354 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, 2021 and December 31, 2020 are $286,788 and $292,847, respectively. Certain of our products require specialized installation and equipment. For telecom products that include installation, if the installation meets the criteria to be considered a separate element, product revenue is recognized upon delivery, and installation revenue is recognized when the installation is complete. The Installation Technician collects the signed quote containing terms and conditions when installing the site equipment at customer premises. Revenue for installation services and equipment is billed separately from recurring ISP and telecom services and is recognized when equipment is delivered and installation is completed. Revenue from ISP and telecom services is recognized monthly over the contractual period, or as services are rendered and accepted by the customer. The overwhelming majority of our revenue continues to be recognized when transactions occur. Since installation fees are generally small relative to the size of the overall contract and because most contracts are for two years or less, the impact of not recognizing installation fees over the contract is immaterial. Blue Collar: 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. 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, 2021 and December 31, 2020. Software support services (including software upgrades) are billed in real time, on the first of the month. Web design service revenues are recognized upon completion of specific projects. Revenue is booked in the month the services are rendered and payments are due on the final day of the month. There are usually no contract revenues that are deferred until services are performed. TPT MedTech: Medical Testing Revenue TPT MedTech operates in the Point of Care Testing (“POCT”) market by primarily offering mobile medical testing facilities and software equipped for mobile devices to monitor and manage personalized healthcare. Services used from our mobile medical testing facilities are billing through credit cards at the time of service. Revenue is generated from our software platform as users sign up for our mobile healthcare monitor and management application and tests are performed. If medical testing is in one our own owned facilities, the usage of the software application is included in the testing fees. If the testing is in a non-owned outside contracted facility, fees are generated from the usage of the software application on a per test basis and billed monthly. TPT MedTech also offers two products. One is to build and sell its mobile testing facilities called QuikLABs designed for mobile testing. This is used by TPT MedTech for its own testing services. The other is a sanitizing unit called SANIQuik which is used as a safe and flexible way to sanitize providing an additional routine to hand washing and facial coverings. The SANIQuik has not yet been approved for sale in the United States but has in some parts of the European community. Revenues from these products are recognized when a product is delivered, the sales transaction considered closed and accepted by a customer. Deferred revenue at September 30, 2021 and December 31, 2020 are zero and zero, respectively. There are no financing terms or variable transaction prices for either of these products. Copperhead Digital: ISP and Telecom Revenue Copperhead Digital operated as a regional internet and telecom services provider operating in Arizona under the trade name Trucom. Although there are currently no customers and it will take capital to reopen this revenue stream, Copperhead Digital operated as a wireless telecommunications Internet Service Provider (“ISP”) facilitating both residential and commercial accounts. Copperhead Digital’s primary business model was subscription based, pre-paid monthly reoccurring revenues, from wireless delivered, high-speed internet connections. In addition, the company resold third-party satellite and DSL internet and IP telephony services. Revenue generated from sales of telecommunications services was recognized as the transaction with the customer is considered closed and the customer received and accepted the services that were the result of the transaction. There are no financing terms or variable transaction prices. Due date was detailed on monthly invoices distributed to customer. Services billed monthly in advance were deferred to the proper period as needed. Deferred revenue was contract liabilities for cash received before performance obligations for monthly services are satisfied. Certain of its products required specialized installation and equipment. For telecom products that included installation, if the installation met the criteria to be considered a separate element, product revenue was recognized upon delivery, and installation revenue was recognized when the installation was complete. The Installation Technician collected the signed quote containing terms and conditions when installing the site equipment at customer premises. Revenue for installation services and equipment was billed separately from recurring ISP and telecom services and was recognized when equipment was delivered, and installation was completed. Revenue from ISP and telecom services was recognized monthly over the contractual period, or as services were rendered and accepted by the customer. The overwhelming majority of revenue was recognized when transactions occurred. Since installation fees were generally small relative to the size of the overall contract and because most contracts were for a year or less, the impact of not recognizing installation fees over the contract was immaterial. K Telecom: 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. Aire Fitness: Revenue from Manufacture of Mobile Units Aire Fitness is focused on custom designing, manufacturing, and selling high-end turnkey outdoor fitness studios and mobile medical testing labs. Aire Fitness has contracted with YMCAs, Parks and Recreation departments, Universities and Country Clubs which are currently using its mobile gyms. Revenue is dependent on the customer specifics and recognized when the product or mobile unit is delivered, the sales transaction considered closed and accepted by a customer. Deferred revenue at September 30, 2021 and December 31, 2020 are $41,000 and $48,973, respectively. There are no financing terms for these products. 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, 2021, the Company had shares that were potentially common stock equivalents as follows: Convertible Promissory Notes 247,518,177 Series A Preferred Stock (1) 1,327,317,125 Series B Preferred Stock 2,588,693 Series D Preferred Stock (2) 10,711,596 Stock Options and Warrants 3,333,333 1,591,468,923 ___________ (3) 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. (4) Holders of the Series D Preferred Stock may decide after 12 months to convert to common stock 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00. There is also an automatic conversion of the Series D Preferred Stock without consent of holders upon any national exchange listing approval and the registration effectiveness of common stock underlying the conversion rights. The automatic conversion to common from Series D Preferred shall be 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00. Financial Instruments and Fair Value of Financial Instruments Our primary financial instruments at September 30, 2021 and December 31, 2020 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, 2021 are the following: Derivative Instrument Fair Value Fair value of Auctus Convertible Promissory Note $ 6,504,717 Fair value of EMA Financial Convertible Promissory Note 1,715,983 Fair value of Warrants issued with the derivative instruments 35,609 $ 8,256,309 Reclassifications Certain accounts in the prior year condensed consolidated statement of operations have been reclassified for comparative purposes to conform with the presentation in the current year financial statements. There was no effect on Net loss before income taxes from these reclassifications. Recently Adopted Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, "Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815 - 40)" ("ASU 2020-06"). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity's own equity. The ASU is part of the FASB's simplification initiative, which aims to reduce unnecessary complexity in U.S. GAAP. The ASU's amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years, with early adoption permissible for fiscal years beginning after December 15, 2020. The Company early adopted ASU 2060-06 on January 1, 2021, which had no material impact on its financial statements. Management has reviewed recently issued accounting pronouncements and have determined there are not any that would have a material impact on the condensed consolidated financial statements. | NOTE 1 - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Operations The Company was originally incorporated in 1988 in the state of Florida. TPT Global, Inc., a Nevada corporation formed in June 2014, merged with Ally Pharma US, Inc., a Florida corporation, (“Ally Pharma”, formerly known as Gold Royalty Corporation) in a “reverse merger” wherein Ally Pharma issued 110,000,000 shares of Common Stock, or 80% ownership, to the owners of TPT Global, Inc. in exchange for all outstanding common stock of TPT Global Inc. and Ally Pharma agreed to change its name to TPT Global Tech, Inc. (jointly referred to as “the Company” or “TPTG”). The following acquisitions have resulted in entities which have been consolidated into TPTG. In 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 TPT MedTech owns 80% (as agreed per the operating agreement) of all outside equity investments. Effective August 1, 2020 we closed on the acquisition of 75% of The Fitness Container, LLC (“Air Fitness”). In July 2020, we invested in a Hong Kong company called TPT Global Tech Asia Limited of which we own 78%, and during 2020, InnovaQor did a reverse merger with Southern Plains of which there ended up being a non controlling interest of 6% as of December 31, 2020. The name of InnovaQor remained for the merged entities but was changed to TPT Strategic, Inc. on March 21, 2021. 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 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 of the QuikLABs of 20%, Aire Fitness of 25%, TPT Global Tech Asia Limited of 22% and InnovaQor of 6%, where appropriate. All intercompany accounts and transactions have been eliminated in consolidation. Reclassifications Certain amounts presented in previously issued financial statements have been reclassified in these financial statements. During 2019, impairment expense of $949,872 was recorded in Other Income (Expense) in the statement of operations and has been reclassified to Operating Expenses to be consistent with the current period presentation. 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, 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 years ended December 31, 2020 and 2019 came from the following sources disaggregated by services and products, which sources are explained in detail below. For the year ended December 31, 2020 For the year ended December 31, 2019 TPT SpeedConnect $ 9,958,770 $ 8,002,875 Blue Collar 1,051,120 1,941,955 San Diego Media 14,405 23,683 TPT MedTech 30,484 - Copperhead Digital - 189,511 Other - 749 Total Services Revenues $ 11,054,779 $ 10,158,772 K Telecom – Product Revenue 39,391 53,605 Total Revenue $ 11,094,170 $ 10,212,377 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 for TPT SpeedConnect at December 31, 2020 and 2019 are $292,847 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. 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. 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, 2020 and 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. TPT MedTech: Medical Testing Revenue TPT MedTech operates in the Point of Care Testing (“POCT”) market by primarily offering mobile medical testing facilities and software equipped for mobile devices to monitor and manage personalized healthcare. Services used from our mobile medical testing facilities are billing through credit cards at the time of service. Revenue is generated from our software platform as users sign up for our mobile healthcare monitor and management application and tests are performed. If medical testing is in one our own owned facility, the usage of the software application is included in the testing fees. If the testing is in a non-owned outside contracted facility, fees are generated from the usage of the software application on a per test basis and billed monthly. TPT MedTech also offers two products. One is to build and sell its mobile testing facilities called QuikLABs designed for mobile testing. This is used by TPT MedTech for its own testing services. The other is a sanitizing unit called SANIQuik which is used as a safe and flexible way to sanitize providing an additional routine to hand washing and facial coverings. The SANIQuik has not yet been approved for sale in the United States but has in some parts of the European community. Revenues from these products are recognized when a product is delivered, the sales transaction considered closed and accepted by a customer. There are no financing terms or variable transaction prices for either of these products. Copperhead Digital: ISP and Telecom Revenue Copperhead Digital operated as a regional internet and telecom services provider operating in Arizona under the trade name Trucom. Although there are currently no customers and it will take capital to reopen this revenue stream, Copperhead Digital operated as a wireless telecommunications Internet Service Provider (“ISP”) facilitating both residential and commercial accounts. Copperhead Digital’s primary business model was subscription based, pre-paid monthly reoccurring revenues, from wireless delivered, high-speed internet connections. In addition, the company resold third-party satellite and DSL internet and IP telephony services. Revenue generated from sales of telecommunications services was recognized as the transaction with the customer is considered closed and the customer received and accepted the services that were the result of the transaction. There are no financing terms or variable transaction prices. Due date was detailed on monthly invoices distributed to customer. Services billed monthly in advance were deferred to the proper period as needed. Deferred revenue was contract liabilities for cash received before performance obligations for monthly services are satisfied. Certain of its products required specialized installation and equipment. For telecom products that included installation, if the installation met the criteria to be considered a separate element, product revenue was recognized upon delivery, and installation revenue was recognized when the installation was complete. The Installation Technician collected the signed quote containing terms and conditions when installing the site equipment at customer premises. Revenue for installation services and equipment was billed separately from recurring ISP and telecom services and was recognized when equipment was delivered, and installation was completed. Revenue from ISP and telecom services was recognized monthly over the contractual period, or as services were rendered and accepted by the customer. The overwhelming majority of revenue was recognized when transactions occurred. Since installation fees were generally small relative to the size of the overall contract and because most contracts were for a year or less, the impact of not recognizing installation fees over the contract was immaterial. K Telecom: 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. 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, 2020 and 2019. 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, 2020 and 2019, the allowance for uncollectible accounts receivable was $762,815 and $881,676, 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. Goodwill 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, we recorded impairment charges of $853,366 and $70,995 of goodwill during the years ended December 31, 2020 and 2019, respectively. Intangible Assets Our intangible assets consist primarily of customer relationships, developed technology, favorable leases, trademarks and the film library. The majority of our intangible assets were recorded in connection with our various business combinations. Our intangible assets are recorded at fair value at the time of their acquisition. 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. Long-Lived Assets We periodically review the carrying amount of our depreciable long-lived assets for impairment which include property and equipment and intangible assets. An asset is considered impaired when estimated future cash flows are less than the carrying amount of the asset. In the event the carrying amount of such asset is not considered recoverable, the asset is adjusted to its fair value. Fair value is generally determined based on discounted future cash flow. As of December 31, 2020, we adjusted the net book value to zero for the net book value of the equipment of Copperhead Digital as it became doubtful with no customers that the estimated future cash flows would recover the net book value. We recorded impairment expenses of $1,849,630 and $878,877, respectively, for the years ended December 31, 2020 and 2019. Basic and Diluted Net Loss Per Share The Company computes net income (loss) per share in accordance with ASC 260, “Earning per Share”“. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholder (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As of December 31, 2020 and 2019, the Company had shares that were potentially common stock equivalents as follows: 2020 2019 Convertible Promissory Notes 175,316,748 1,506,387,647 Series A Preferred Stock (1) 1,243,987,624 199,728,891 Series B Preferred Stock 2,588,693 2,588,693 Stock Options and warrants 4,333,333 6,333,333 1,426,226,398 1,715,038,564 (1) Holder of the Series A Preferred Stock which is Stephen J. Thomas, is guaranteed 60% of the then outstanding common stock upon conversion. The Company would have to authorize additional shares for this to occur as only 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. As of December 31, 2020 and 2019, two customer accounts receivable balances were 78% and 91%, respectively, of our aggregate accounts receivable from revenues. Financial Instruments and Fair Value of Financial Instruments Our primary financial instruments at December 31, 2020 and 2019 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 We consider our derivative financial instruments as Level 3. The balances for our derivative financial instruments as of December 31, 2020 are the following: Derivative Instrument Fair Value Fair value of Auctus Convertible Promissory Note $ 4,227,656 Fair value of EMA Financial Convertible Promissory Note 1,001,780 Fair value of Warrants issued with the derivative instruments 35,703 $ 5,265,139 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 zero for the years ended December 31, 2020 and 2019, 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 2019 that were either (i) not afforded equity classification, (ii) embody risks not clearly and closely related to host contracts, or (iii) may be net-cash settled by the counterparty. As required by ASC 815, in certain instances, these instruments are required to be carried as derivative liabilities, at fair value, in our financial statements. The Company estimates the fair values of derivative financial instruments using the Monte Carlo model. Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates (such as volatility, estimated life and interest rates) that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques are highly volatile and sensitive to changes in the trading market price of our common stock, which has a high-historical volatility. Since derivative financial instruments are initially and subsequently carried at fair values, the Company’s operating results will reflect the volatility in these estimate and assumption changes. The Company issued convertible promissory notes which are convertible into common stock, at holders’ option, at a discount to the market price of the Company’s common stock. The Company has identified the embedded derivatives related to these notes relating to certain anti-dilutive (reset) provisions. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of debenture and to fair value as of each subsequent reporting date. As of December 31, 2020, the Company marked to market the fair value of the debt derivatives and determined a fair value of $5,265,139 ($5,229,436 from the convertible notes and $35,703 from the warrants) in Note 6. The Company recorded a gain from change in fair value of debt derivatives of $1,140,323 for the year ended December 31, 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 190.9% to 350.8%, (3) weighted average risk-free interest rate of 0.09% to 0.12% (4) expected life of 0.25 to 1.4 years, and (5) the quoted market price of $0.03 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. 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, 2021 | Dec. 31, 2020 | |
ACQUISITIONS | ||
NOTE 2- ACQUISITIONS | NOTE 2 – ACQUISITIONS The Fitness Container, LLC (DBA Aire Fitness) 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: Consideration given at fair value: Note payable, net of discount $ 340,000 Accounts payable 157,252 Non-controlling interest 113,333 $ 610,585 Assets acquired at fair value: Cash $ 460 Accounts receivable 39,034 $ 39,494 Goodwill $ 571,091 Included in the consolidated statement of operations for the nine months ended September 30, 2021 is $205,263 in revenues and $68,258 of net losses. TPT Strategic Merger with Southern Plains On August 1, 2020, InnovaQor (name changed to TPT Strategic, Inc.), 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). During 2020, TPT Strategic authorized a Series A Super Majority Preferred Stock valued at $350,000 by management and issued to a third party in exchange for legal services. Effective September 30, 2020, the Series A Super Majority Preferred Stock was exchanged with TPT for a note payable of $350,000 payable in cash or common stock (see Note 5(2)). As such, as of September 30, 2020, the Company, for accounting purposes, took control of the merged TPT Strategic and reflected in it’s consolidated balance sheet the non-controlling interest of $219,058 in the liabilities under a license agreement valued at $3,500,000. This $3,500,000 was recorded as a Note Payable and expensed on InnovaQor’s books. During the nine months ended September 30, 2021, the license agreement was cancelled and the non controlling interest reversed. | NOTE 2 – 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: 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 The Fitness Container, LLC (DBA Aire Fitness) 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: Consideration given at fair value: Note payable, net of discount $ 340,000 Accounts payable 157,252 Non-controlling interest 113,333 $ 610,585 Assets acquired at fair value: Cash $ 460 Accounts receivable 39,034 $ 39,494 Goodwill $ 571,091 Included in the consolidated statement of operations for the year ended December 31, 2020 is $56,300 of expenses which primarily related to payroll expenses. The were no outside revenues generated by Aire Fitness recorded From August 1, 2020 through December 31, 2020. Had the acquisitions of TPT SpeedConnect and Aire Fitness occurred on January 1, 2019, condensed proforma results of operations for the years ended December 31, 2020 and 2019 would be as follows: 2020 2019 Revenue $ 11,191,709 $ 11,630,775 Cost of Sales 7,270,166 6,513,624 Gross Profit $ 3,921,543 $ 5,117,151 Expenses (12,305,652 ) 7,844,692 ) Other income (expense) 85,071 (10,875,850 ) Net Loss $ (8,299,039 ) $ (13,603,991 ) Loss per share $ 0.01 ) $ 0.10 ) 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 had initiated and as evidenced by SEC Filings or a minimum payment of $25,000 per month until paid in full. The first $25,000 payment was made and was accounted for as a deposit in the consolidated balance sheet. All defined laboratory equipment and a $100,000 lease deposit were to be excluded from the sales price. All liabilities incurred up to signing were to be discharged. Receivables existing at signing were to be 100% ownership of Rennova. There were no other significant assets. This acquisition would allow TPT MedTech to own a license to operate medical testing facilities. TPT MedTech and Rennova subsequently agreed that the acquisition would be of an asset acquisition of substantially all of the assets of EPIC instead of acquiring the stock of EPIC, but that all other terms were to be consistent with the binding letter of intent. Until the change of ownership of the assets was complete, Rennova started operating the laboratory under a management agreement dated August 6, 2020 between TPT MedTech, LLC and Rennova. There are approximately $19,000 of expenses in our consolidated statement of operations under the management agreement. Subsequently, TPT MedTech decided that it would not acquire the assets of EPIC and terminated its relationship with EPIC. The $25,000 deposit was then expensed to the statement of operations for the year ended December 31, 2020. Rennova Acquisition Agreement Effective December 31, 2020, the Company completed its acquisition agreement (“Rennova Acquisition Agreement”) with Rennova Health, Inc. (“Rennova”), an owner and operator of rural hospitals in Tennessee, and InnovaQor, to merge Rennova’s software and genetic testing interpretation divisions, Health Technology Solutions, Inc. (HTS) and Advanced Molecular Services Group, Inc., (AMSG) and their subsidiaries into InnovaQor. After closing, these entities were to operate as wholly owned subsidiaries of InnovaQor which then would have been controlled by Rennova. Closing was subject to a number of customary conditions for a transaction of this nature and was intended to happen on or before January 31, 2020. InnovaQor had previously completed a license agreement giving it certain rights to assets and technology from the Company’s proprietary live streaming communication technology. As part of the license agreement InnovaQor and TPT had agreed on a development project to create a next generation telehealth type platform. It was intended to combine the TPT and Rennova assets and technology into a smart phone and computer accessible healthcare platform to facilitate a patient’s immediate access to healthcare and their local hospital or doctors office, for initial consultation, scheduling of appointments and follow on care and other added value services that may be one off or recurring. Rennova had agreed to complete the necessary steps and SEC filings with the intent to facilitate TPT shareholders receiving approximately 2,500,000 shares in InnovaQor, and Rennova’s shareholders receiving approximately $5M of Preference shares which were be converted to common shares. As described in the Rennova Acquisition Agreement, TPT, or its assigns, was to retain direct ownership of a further 3,500,000 shares and Rennova and retain ownership of an additional $17.5M of preference shares with certain conversion rights and restrictions, making it the contolling entity of InnovaQor. Rennova terminated the Rennova Acquisition Agreement effective March 5, 2021 and the Company agreed to this termination with both parties not able to come to agreement of final terms. 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 moved the Company’s subsidiary InnovaQor one step closer to completing a recently executed Asset Purchase Agreement with Rennova Health, Inc. The Merger also positioned InnovaQor to trade on the OTC Market, which InnovaQor is now traded under INOQ. The Company was to receive 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(1)). As such, as of September 30, 2020, the Company, for accounting purposes, took control of the merged InnovaQor and reflected in it’s consolidated balance the consolidated balance sheet of InnovaQor which assets and liabilities were di minimus. The merger was a reverse merger with Southern Plains of which there ended up being a non controlling interest of 6% as of December 31, 2020. The name of InnovaQor remained for the merged entities but was changed to TPT Strategic, Inc. on March 21, 2021. A License Agreement that was originally signed between the Company and InnovaQor for software development but rescinded March 30, 2021 and the issuance of 6,000,000 shares of common stock were cancelled. Bridge Internet Acquisition On March 6, 2020, the Company executed an Acquisition and Purchase Agreement (“Agreement”) dated March 6, 2020 with Bridge Internet, LLC (“Bridge Internet”), a Delaware Limited Liability Company. On December 23, 2020, the Company and prior owner agreed to terminate the agreement. The Agreement stated that the Company had 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 would vest equally over two years. As sufficient funding was raised by the Company, defined as approximately $3,000,000, marketing funds of up to $200,000 per quarter for the next year were to be provided. Sydney “Trip” Camper, would retain the remaining 25% of Bridge Internet and stay on as the CEO. This Agreement was terminated as if there were no agreement. Any monies paid as contractor payments by the Company are to be maintained and the Company is to have no liabilities related to Bridge Internet of any sort. |
GOING CONCERN
GOING CONCERN | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
GOING CONCERN | ||
NOTE 3- GOING CONCERN | NOTE 3 – 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, 2021 and 2020. Financing activities described below have helped with working capital and other capital requirements. We incurred $8,671,819 and $4,881,030, respectively, in losses, and we used $320,999 and $216,685, respectively, in cash from operations for the nine months ended September 30, 2021 and 2020. We calculate the net cash used by operating activities by decreasing, or increasing in case of gain, our let loss by those items that do not require the use of cash such as depreciation, amortization, promissory note issued for research and development, note payable issued for legal fees, derivative expense or gain, gain on extinguishment of debt, loss on conversion of notes payable, impairment of goodwill and long-loved assts and share-based compensation which totaled to a net $4,456,370 for 2021 and $3,126,979 for 2020. In addition, we report increases and reductions in liabilities as uses of cash and deceases assets and increases in liabilities as sources of cash, together referred to as changes in operating assets and liabilities. For the nine months ended September 30, 2021, we had a net increase in our assets and liabilities of $3,894,450 primarily from an increase in accounts payable from lag of payments for accounts payable for cash flow considerations and an increase in the balances from our operating lease liabilities. For the nine months ended September 30, 2021, we had a net increase to our assets and liabilities of $1,537,366 for similar reasons. Cash flows from financing activities were $773,387 and $724,356 for the nine months ended September 30, 2021 and 2020, respectively. For the nine months ended September 30, 2021, these cash flows were generated primarily from proceeds from sale of Series D Preferred Stock of $233,244 and common stock of $610,502, proceeds from convertible notes, loans and advances of $1,961,685 offset by payment on convertible loans, advances and factoring agreements of $2,024,497 and payments on convertible notes and amounts payable – related party of $5,827. For the nine months ended September 30, 2020, cash flows from financing activities primarily came from proceeds from convertible notes, loans and advances of $1,311,800 offset by payments on convertible loans, advances and factoring agreements of $818,978 and payments on convertible notes and amounts payable – related parties of $130,349. Cash flows used in investing activities were $219,298 and $429,886, respectively, for the nine months ended September 30, 2021 and 2020. These cash flows were used for the purchase of equipment. These factors raise substantial doubt about the ability of the Company to continue as a going concern for a period of one year from the issuance of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. In December 2019, COVID-19 emerged and has subsequently spread worldwide. The World Health Organization has declared COVID-19 a pandemic resulting in federal, state and local governments and private entities mandating various restrictions, including travel restrictions, restrictions on public gatherings, stay at home orders and advisories and quarantining of people who may have been exposed to the virus. After close monitoring and responses and guidance from federal, state and local governments, in an effort to mitigate the spread of COVID-19, around March 18, 2020 for a period of time, the Company closed its Blue Collar office in Los Angeles and its TPT SpeedConnect offices in Michigan, Idaho and Arizona. Most employees were working remotely, however this was not possible with certain employees and all subcontractors that work for Blue Collar. The Company has opened up most of it operations and continues to monitor developments, including government requirements and recommendations at the national, state, and local level to evaluate possible extensions to all or part of such closures. The Company has taken advantage of the stimulus offerings and received $722,200 in April 2020 and $680,500 in February 2021. The Company applied for forgiveness of these amounts and $722,200 was forgiven as of September 30, 2021 and the remainder was forgiven subsequent to September 30, 2021. The Company will try and take advantage of additional stimulus as it is available. The Company is also in the process of raising debt and equity financing. Through September 30, 2021, the Company raised $843,746 from sales of Common Stock and Series D Preferred Stock. Most of this was by way of its agreement with White Lion where they agreed to provide the Company of up to $5,000,000 through a registration statement that was filed with the SEC. In addition, subsequent to September 30, 2021, the Company entered securities purchase agreements for a total of $2,174,000 with which it drew upon and was able to pay off certain debt and address working capital issues. In order for us to continue as a going concern for a period of one year from the issuance of these financial statements, we will need to obtain additional debt or equity financing and look for companies with cash flow positive operations that we can acquire. There can be no assurance that we will be able to secure additional debt or equity financing, that we will be able to acquire cash flow positive operations, or that, if we are successful in any of those actions, those actions will produce adequate cash flow to enable us to meet all our future obligations. Most of our existing financing arrangements are short-term. If we are unable to obtain additional debt or equity financing, we may be required to significantly reduce or cease operations. | NOTE 3 – 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 years ended December 31, 2020 and 2019. Financing activities described below have helped with working capital and other capital requirements. We incurred $8,119,268 and $14,028,165, respectively, in losses, and we used $489,573 and $328,251, respectively, in cash for operations for the years ended December 31, 2020 and 2019. We calculate the net cash used by operating activities by decreasing, or increasing in case of gain, our let loss by those items that do not require the use of cash such as depreciation, amortization, promissory note issued for research and development, note payable issued for legal fees, derivative expense or gain, gain on extinguishment of debt, loss on conversion of notes payable, impairment of goodwill and long-loved assts and share-based compensation which totaled to a net $5,378,277 for 2020 and $13,091,764 for 2019. In addition, we report increases and reductions in liabilities as uses of cash and deceases assets and increases in liabilities as sources of cash, together referred to as changes in operating assets and liabilities. For the year ended December 31, 2020, we had a net increase in our assets and liabilities of $2,251,418 primarily from an increase in accounts payable from lag of payments for accounts payable for cash flow considerations and an increase in the balances from our operating lease liabilities. For the year ended December 31, 2019 we had a net increase to our assets and liabilities of $608,150 for similar reasons. Cash flows from financing activities were $817,608 and $1,390,538 for the years ended December 31, 2020 and 2019, respectively. For the year ended December 30, 2020, these cash flows were generated primarily from proceeds from proceeds from sale of non-controlling interests in QuikLABS of $460,000, proceeds from convertible notes, loans and advances of $1,753,204 offset by payment on convertible loans, advances and factoring agreements of $1,169,330 and payments on convertible notes and amounts payable – related parties of $212,256. For the year ended December 31, 2019, cash flows from financing activities primarily came from proceeds from convertible notes, loans and advances of $2,613,047 offset by payments on convertible loans, advances and factoring agreements of $1,440,139. Cash flows used in investing activities were $500,898 and $901,901, respectively, for the years ended December 31, 2020 and 2019. For the year ended December 31, 2020 these cash flows were used primarily for the acquisition of property and equipment of $424,560 and the purchase of intangibles of $76,798. For the year ended December 31, 2019 cash flows for investing activities were used to acquire property and equipment and the payment for business acquisitions. These factors raise substantial doubt about the ability of the Company to continue as a going concern for a period of one year from the issuance of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. In December 2019, COVID-19 emerged and has subsequently spread worldwide. The World Health Organization has declared COVID-19 a pandemic resulting in federal, state and local governments and private entities mandating various restrictions, including travel restrictions, restrictions on public gatherings, stay at home orders and advisories and quarantining of people who may have been exposed to the virus. After close monitoring and responses and guidance from federal, state and local governments, in an effort to mitigate the spread of COVID-19, around March 18, 2020 for a period of time, the Company closed its Blue Collar office in Los Angeles and its TPT SpeedConnect offices in Michigan, Idaho and Arizona. Most employees were working remotely, however this is not possible with certain employees and all subcontractors that work for Blue Collar. The Company continues to monitor developments, including government requirements and recommendations at the national, state, and local level to evaluate possible extensions to all or part of such closures. The Company has taken advantage of the stimulus offerings and received $722,200 in April 2020 and $680,500 in February 2021 and believes it has used these funds as is prescribed by the stimulus offerings to have the entire amounts forgiven. The Company has applied for forgiveness of the original stimulus of $722,200. The forgiveness process for stimulus funded in February 2021 has not begun. The Company will try and take advantage of additional stimulus as it is available and is also in the process of trying to raise debt and equity financing, some of which may have to be used for working capital shortfalls if revenues continue to decline because of the COVID-19 closures. 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, 2021 | Dec. 31, 2020 | |
PROPERTY AND EQUIPMENT | ||
NOTE 4- PROPERTY AND EQUIPMENT | NOTE 4 – PROPERTY AND EQUIPMENT Property and equipment and related accumulated depreciation as of September 30, 2021 and December 31, 2020 are as follows: 2021 2020 Property and equipment: Telecommunications fiber and equipment $ 2,673,295 $ 2,530,167 Film production equipment 369,903 369,903 Medical equipment 209,499 133,329 Office furniture and equipment 86,899 86,899 Leasehold improvements 18,679 18,679 Total property and equipment 3,358,275 3,138,977 Accumulated depreciation (1,473,725 ) (993,380 ) Property and equipment, net $ 1,884,550 $ 2,145,597 Depreciation expense was $480,344 and $781,050 for the nine months ended September 30, 2021 and 2020, respectively. | NOTE 4 – PROPERTY AND EQUIPMENT Property and equipment and related accumulated depreciation as of December 31, 2020 and 2019 are as follows: 2020 2019 Property and equipment: Telecommunications fiber and equipment $ 2,530,167 $ 5,203,000 Film production equipment 369,903 369,903 Medical equipment 133,329 -- Office furniture and equipment 86,899 85,485 Leasehold improvements 18,679 18,679 Total Property ad equipment 3,138,977 5,677,067 Accumulated depreciation (993,380 ) (1,253,919 ) Property and equipment, net $ 2,145,597 $ 4,423,148 Depreciation expense was $1,054,702 and $591,069 for the years ended December 31, 2020 and 2019, 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. Subsequently, as of December 31, 2020, management adjusted the net book value of this equipment to zero as it became doubtful with no customers that the estimated future cash flows would recover the net book value. This resulted in an expense for impairment of $1,849,630 to the statement of operations for the year ended December 31, 2020. |
DEBT FINANCING ARRANGEMENTS
DEBT FINANCING ARRANGEMENTS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
DEBT FINANCING ARRANGEMENTS | ||
NOTE 5 - DEBT FINANCING ARRANGEMENTS | NOTE 5 – DEBT FINANCING ARRANGEMENTS Financing arrangements as of September 30, 2021 and December 31, 2020 are as follows: 2021 2020 Loans and advances (1) $ 1,891,842 $ 2,517,200 Convertible notes payable (2) 1,711,098 1,711,098 Factoring agreements (3) 926,744 635,130 Debt – third party $ 4,529,684 $ 4,863,428 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 7,423,334 Convertible debt – related party (6) 922,181 922,481 Shareholder debt (7) 104,249 93,072 Debt – related party $ 11,519,820 $ 11,482,277 Total financing arrangements $ 16,049,504 $ 16,345,705 Less current portion: Loans, advances and factoring agreements – third party $ (1,788,186 ) $ (2,308,753 ) Convertible notes payable third party (1,711,098 ) (1,711,098 Debt – related party, net of discount (10,597,639 ) (10,559,796 ) Convertible notes payable– related party (922,181 ) (922,481 ) (15,019,104 ) (15,502,128 ) Total long term debt $ 1,030,400 $ 843,577 __________ (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%, 2.08% as of September 30, 2021, 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 (see Note 7). $270,500 is a line of credit that Blue Collar has with a bank, bears interest at Prime plus 1.125%, 4.38% as of September 30, 2021, and was due 25, 2021. The Bank has allowed the Company to make monthly payments and is working on providing a written agreement of this. $360,000 is a bank loan dated May 28, 2019, amended May 20, 2021 which bears interest at Prime plus 6%, 9.25% as of September 30, 2021, is interest only for the first year following the amendment, there after beginning in June of 2022 payable monthly of principal and interest until the due date of May 1, 2024. The bank loan is collateralized by assets of the Company. $680,500 represent loans under the COVID-19 Pandemic Paycheck Protection Program (“PPP”) originated in February 2021. These loans were forgiven subsequent to September 30, 2021. On June 4, 2019, the Company consummated a Securities Purchase Agreement with Odyssey Capital Funding, LLC. (“Odyssey”) for the purchase of a $525,000 Convertible Promissory Note (“Odyssey Convertible Promissory Note”). The Odyssey Convertible Promissory Note was due June 3, 2020, paid interest at the rate of 12% ( 24% default) per annum and gave the holder the right from time to time, and at any time during the period beginning six months from the issuance date to convert all of the outstanding balance into common stock of the Company limited to 4.99% of the outstanding common stock of the Company. The conversion price was 55% multiplied by the average of the two lowest trading prices for the common stock during the previous 20 trading days prior to the applicable conversion date. The Odyssey Convertible Promissory Note could be prepaid in full at 125% to 145% up to 180 days from origination. Through June 3, 2020, Odyssey converted $49,150 of principal and $4,116 of accrued interest into 52,961,921 shares of common stock of the Company. On June 8, 2020, Odyssey agreed to convert the remaining principal and accrued interest balance on the Odyssey Convertible Promissory Note of $475,850 and $135,000, respectively, to a term loan payable in six months in the form of a balloon payment, earlier if the Company has a funding event, bearing simple interest on the unpaid balance of 0% for the first three months and then 10% per annum thereafter. This loan is in default. The Company is negotiating with Odyssey for repayment. Effective September 30, 2020, we entered into a Purchase Agreement by which we agreed to purchase the 500,000 outstanding Series A Preferred shares of TPT Strategic, our majority owned subsidiary, in an agreed amount of $350,000 in cash or common stock, if not paid in cash, at the five day average price preceding the date of the request for effectiveness after the filing of a registration statement on Form S-1. This was modified December 28 and 29, 2020, to provide for registration of 7,500,000 common shares for resale at the market price. Any balance due on notes will be calculated after an accounting for the net sales proceeds from sale of the stock by February 28, 2021 and may be paid in cash or stock thereafter. The Series A Preferred shares were purchased from the Michael A. Littman, Atty. Defined Benefit Plan. The $350,000 was originally recorded as a Note Payable as of December 31, 2020 but then reclassified to equity and derivative liability when the 7,500,000 shares were issued during January 2021. See Note 7 for discussion on settlement agreement with Mr. Littman for any resulting liability that may arise after the sale of these shares. The remaining balances generally bear interest at approximately 10%, have maturity dates that are due on demand or are past due, are unsecured and are classified as current in the balance sheets. (2) During 2017, the Company issued convertible promissory notes in the amount of $67,000 (comprised of $62,000 from two related parties and $5,000 from a former officer of CDH), all which were due May 1, 2020 and bear 6% annual interest (12% default interest rate). The convertible promissory notes are convertible, as amended, at $0.25 per share. These convertible promissory notes were not repaid May 1, 2020 and may be considered in default. During 2019, the 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, 2021 from its various Securities Purchase Agreements into 125,446,546 shares of common stock of the Company leaving no outstanding principal balances as of September 30, 2021. On February 13, 2020, the August 22, 2019 Securities Purchase Agreement was repaid for $63,284, including a premium and accrued interest. On March 25, 2019, the Company consummated a Securities Purchase Agreement dated March 18, 2019 with Auctus Fund, LLC. (“Auctus”) for the purchase of a $600,000 Convertible Promissory Note (“Auctus Convertible Promissory Note”). The Auctus Convertible Promissory Note is due December 18, 2019, pays interest at the rate of 12% (24% default) per annum and gives the holder the right from time to time, and at any time during the period beginning 180 days from the origination date or at the effective date of the registration of the underlying shares of common stock, which the holder has registration rights for, to convert all of the outstanding balance into common stock of the Company limited to 4.99% of the outstanding common stock of the Company. The conversion price is the lessor of the lowest trading price during the previous 25 trading days prior the date of the Auctus Convertible Promissory Note or 50% multiplied by the average of the two lowest trading prices for the common stock during the previous 25 trading days prior to the applicable conversion date. The Auctus Convertible Promissory Note could be prepaid in full at 135% to 150% up to 180 days from origination. Auctus converted $33,180 of principal and $142,004 of accrued nterest into 376,000,000 shares of common stock of the Company prior to September 30, 2021. 2,000,000 warrants were issued in conjunction with the issuance of this debt. Subsequent to September 30, 2021, the Company and Auctus entered into a settlement agreement dated October 13, 2021 whereby the Company would pay $763,231.97 and allow Auctus to exercise its right to exercise 15,000,000 warrants to purchase 15,000,000 shares of common stock. Auctus agreed to limit the sale of common shares of the Company to 2,000,000 during each respective calendar week. See Note 7. 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, 2021. In addition, on February 25, 2020 the Company repaid for $97,000, including a premium and accrued interest, for all remaining principal and accrued interest balances as of that day. 333,333 warrants were issued in conjunction with the issuance of this debt. Subsequent to September 30, 2021, the Company paid JSJ $6,666 to eliminate all outstanding warrants held by JSJ. 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, 2021, 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 was 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 the case of Auctus or EMA. As such, the Company was in negotiations with Auctus and EMA relative to extending due dates and changing terms on the Notes. The Company settled with Auctus subsequent to September 30, 2021. 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, 2021 and December 31, 2020, respectively. On July 23, 2021, the Company entered into an Agreement for the Purchase and Sale of Future Receipts (“Lendora Factoring Agreement”). The balance to be purchased and sold is $299,800 for which the Company received $190,000, net of fees. Under the Lendora Factoring Agreement, the Company is to pay $18,737.5 per week for 16 weeks at an effective interest rate of approximately 36% annually. The Lendora Factoring Agreement includes a guaranty by the CEO of the Company, Stephen J. Thomas III. On July 23, 2021, the Company entered into a consolidation agreement for the Purchase and Sale of Future Receipts with Lendora Capital (“Lendora Consolidation Agreement”). The balance to be purchased and sold gave consideration for all then outstanding factoring agreements such as the NewCo Factoring Agreements, the NewCo Factoring Agreement #3 and the Lendora Factoring Agreement and amounted to $1,522,984 for which the Company had outstanding balances totaling $967,496. Payments under this Lendora Consolidation Agreement supercedes all other factoring agreement payments and includes $ 31,728.85 per week, at an effective interest rate of approximately 36% annually, for 48 weeks. The Lendora Consolidation Agreement includes a guaranty by the CEO of the Company, Stephen J. Thomas III. The Following factoring agreements were consolidated through the Lendora Consolidation Agreement or previously paid off: On May 8, 2019, the Company entered into a factoring agreement with Advantage Capital Funding (“2019 Factoring agreement”). $500,000, net of expenses, was funded to the Company with a promise to pay $18,840 per week for 40 weeks until a total of $753,610 is paid which occurred in February 2020. On February 21, 2020, the Company entered into an Agreement for the Purchase and Sale of Future Receipts (“2020 Factoring Agreement”). The balance to be purchased and sold is $716,720 for which the Company received $500,000, net of fees. Under the 2020 Factoring Agreement, the Company was to pay $14,221 per week for 50 weeks at an effective interest rate of approximately 43% annually. However, due to COVID-19 the payments under the 2020 Factoring Agreement were reduced temporarily, to between $9,000 and $11,000 weekly. All deferred payments, $39,249 as of September 30, 2021 have been paid. On November 13, 2020, the Company entered into an Agreement for the Purchase and Sale of Future Receipts (“2020 NewCo Factoring Agreement”). The balance to be purchased and sold is $326,400 for which the Company received $232,800, net of fees. Under the 2020 NewCo Factoring Agreement, the Company was to pay $11,658 per week for 28 weeks at an effective interest rate of approximately 36% annually. The 2020 NewCo Factoring Agreement has been paid back in total. On December 11, 2020, the Company entered into an Agreement for the Purchase and Sale of Future Receipts with Samson MCA LLC (“Samson Factoring Agreement”). The balance to be purchased and sold is $162,500 for which the Company received $118,625, net of fees. Under the Samson Factoring Agreement, the Company was to pay $8,125 per week for 20 weeks at an effective interest rate of approximately 36%. The Samson Factoring Agreement has been paid back in total. On December 11, 2020, the Company entered into a consolidation agreement for the Purchase and Sale of Future Receipts with QFS Capital (“QFS Factoring Agreement”). The balance to be purchased and sold is $976,918 for which the Company receives weekly payments of $29,860 for 20 weeks and then $21,978 for 4 weeks and then $11,669 in the last week of receipts all totaling $696,781 net of fees. During the same time, the Company is required to pay weekly $23,087 for 42 weeks at an effective interest rate of approximately 36% annually. The QFS Factoring Agreement was consolidated through the Lendora Consolidation Agreement. On June 7 and June 14, 2021, the Company entered into two Agreements for the Purchase and Sale of Future Receipts (“NewCo Factoring Agreements”). The balance to be purchased and sold is $199,500 each for which the Company received $144,750 each, net of fees. Under the NewCo Factoring Agreement, the Company is to pay $5,542 each per week for 36 weeks at an effective interest rate of approximately 36% annually. The NewCo Factoring Agreements were consolidated through the Lendorq Consolidation Agreement. On June 28, 2021, the Company entered into an Agreement for the Purchase and Sale of Future Receipts (“NewCo Factoring Agreement #3”). The balance to be purchased and sold is $133,000 for which the Company received $100,000. Under the NewCo Factoring Agreement, the Company is to pay $3,695 per week for 36 weeks at an effective interest rate of was consolidated through the Lendora Consolidation Agreement. 36% annually. The NewCo Factoring Agreement #3 . (4) The Line of Credit originated with a bank and was secured by the personal assets of certain shareholders of Copperhead Digital. During 2016, the Line of Credit was assigned to the Copperhead Digital shareholders, who subsequent to the Copperhead Digital acquisition by TPTG became shareholders of TPTG, and the secured personal assets were used to pay off the bank. The Line of Credit bears a variable interest rate based on the 1 Month LIBOR plus 2.0%, 2.08% as of September 30, 2021, 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 (see Note 8) and was due, as amended, August 31, 2020. The Company is in negotiations to refinance this Line of Credit. During the years ended December 31, 2019 and 2018, those same shareholders and one other have loaned the Company money in the form of convertible loans of $136,400 and $537,200, respectively, described in (2) and (6). (5) $350,000 represents cash due to the prior owners of the technology acquired in December 2016 from the owner of the Lion Phone which is due to be paid as agreed by 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 Steve and Yuanbing Caudle for the further development of software. This was expensed as research and development in 2020. This $1,000,000 promissory note is non-interest bearing, due after funding has been received by the Company from its various investors and other sources. Mr. Caudle is a principal with the Company’s ViewMe technology. 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 by February 1, 2021 or as mutually agreed out of future capital raising efforts or net profits. The Note Payable has not been paid 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, 2021. As of September 30, 2021, 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. (7) The shareholder debt represents funds given to TPTG or subsidiaries by officers and managers of the Company as working capital. There are no written terms of repayment or interest that is being accrued to these amounts and they will only be paid back, according to management, if cash flows support it. They are classified as current in the balance sheets. During the year ended December 31, 2020, the holders of approximately $4,700,000 of existing financing arrangements agreed to exchange their debt and accrued interest for Series D Preferred Stock through a separate $12 Million Private Placement of Series D Preferred Stock (“$12 Million Private Placement”), conditioned on the Company raising at least $12,000,000. To date, this condition has not been met. See Lease financing arrangements in Note 8. | NOTE 5 – DEBT FINANCING ARRANGEMENTS Financing arrangements as of December 31, 2020 and 2019 are as follows: 2020 2019 Loans and advances (1) $ 2,517,200 $ 1,121,640 Convertible notes payable (2) 1,711,098 2,101,649 Factoring agreements (3) 635,130 223,618 Debt – third party $ 4,863,428 $ 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) 7,423,334 5,950,000 Convertible debt – related party (6) 922,481 922,881 Shareholder debt (7) 93,072 303,688 Debt – related party $ 11,482,277 $ 10,219,959 Total financing arrangements $ 16,345,705 $ 13,666,866 Less current portion: Loans, advances and factoring agreements – third party $ (2,308,753 ) $ (344,758 ) Convertible notes payable third party (1,711,098 ) (2,101,649 Debt – related party, net of discount (10,559,796 ) (9,297,078 ) Convertible notes payable– related party (922,481 ) (534,381 ) (15,502,128 ) (12,277,866 ) Total long term debt $ 843,577 $ 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 December 31, 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 December 31, 2020, and is due March 25, 2021. The Company is working with the bank on an extension of the due date. $363,558 is a bank loan dated May 28, 2019 which bears interest at Prime plus 6%, 9.25% as of December 31, 2020, was 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. The applications for forgiveness have been submitted to the Small Business Administration. 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 payments are to begin no later than 10 months after the covered period as defined at a 1% 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. This loan is in default. The Company is negotiating with Odyssey for repayment. Effective September 30, 2020, we entered into a Purchase Agreement by which we agreed to purchase the 500,000 outstanding Series A Preferred shares of InnovaQor, Inc., our majority owned subsidiary, in an agreed amount of $350,000 in cash or common stock, if not paid in cash, at the five day average price preceding the date of the request for effectiveness after the filing of a registration statement on Form S-1. This was modified December 28 and 29, 2020, to provide for registration of 7,500,000 common shares for resale at the market price. Any balance due on notes will be calculated after an accounting for the net sales proceeds from sale of the stock by February 28, 2021 and may be paid in cash or stock thereafter. The Series A Preferred shares are being purchased from the Michael A. Littman, Atty. Defined Benefit Plan. The $350,000 is included as a Note Payable as of December 31, 2020 and bears no interest. The remaining balances generally bear interest at approximately 10%, have maturity dates that are due on demand or are past due, are unsecured and are classified as current in the balance sheets. (2) During 2017, the Company issued convertible promissory notes in the amount of $67,000 (comprised of $62,000 from two related parties and $5,000 from a former officer of CDH), all which were due May 1, 2020 and bear 6% annual interest (12% default interest rate). The convertible promissory notes are convertible, as amended, at $0.25 per share. These convertible promissory notes were not repaid May 1, 2020, and are delinquent. The Company is working to renegotiate these promissory notes. 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 December 31, 2020. 2,000,000 warrants were issued in conjunction with the issuance of this debt. See Note 8. 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 December 31, 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 8. On June 11, 2019, the Company consummated a Securities Purchase Agreement with EMA Financial, LLC. (“EMA”) for the purchase of a $250,000 Convertible Promissory Note (“EMA Convertible Promissory Note”). The EMA Convertible Promissory Note is due June 11, 2020, pays interest at the rate of 12% (principal amount increases 200% and interest rate increases to 24% under default) per annum and gives the holder the right from time to time to convert all of the outstanding balance into common stock of the Company limited to 4.99% of the outstanding common stock of the Company. The conversion price is 55% multiplied by the lowest traded price for the common stock during the previous 25 trading days prior to the applicable conversion date. The EMA Convertible Promissory Note may be prepaid in full at 135% to 150% up to 180 days from origination. Prior to December 31, 2020, EMA converted $35,366 of principal into 147,700,000 shares of common stock of the Company. 1,000,000 warrants were issued in conjunction with the issuance of this debt. See Note 8. 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. The Company has been named in a lawsuit by EMA for failing to comply with a Securities Purchase Agreement entered into in June 2019. See Note 9 Other Commitments and Contingencies. 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) $101,244 of the Factoring Agreements is with full recourse, due February 29, 2020, as amended, was established in June 2016 with a company that is controlled by a shareholder and is personally guaranteed by an officer of the Company. This Factoring Agreement is such that the Company pays a discount of 2% per each 30-day period for each advance received against accounts receivable or future billings. The Company was advanced funds from this Factoring Agreement for which $101,244 and $101,244 in principal remained unpaid as of December 31, 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 was paid which occurred in February 2020. On February 21, 2020, the Company entered into an Agreement for the Purchase and Sale of Future Receipts (“2020 Factoring Agreement”). The balance to be purchased and sold is $716,720 for which the Company received $500,000, net of fees. Under the 2020 Factoring Agreement, the Company was to pay $14,221 per week for 50 weeks at an effective interest rate of approximately 43% annually. However, due to COVID-19 the payments under the 2020 Factoring Agreement were reduced temporarily, to between $9,000 and $11,000 weekly, of which $144,119 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. On November 13, 2020, the Company entered into an Agreement for the Purchase and Sale of Future Receipts (“2020 NewCo Factoring Agreement”). The balance to be purchased and sold is $326,400 for which the Company received $232,800, net of fees. Under the 2020 NewCo Factoring Agreement, the Company 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. On December 11, 2020, the Company entered into an Agreement for the Purchase and Sale of Future Receipts with Samson MCA LLC (“Samson Factoring Agreement”). The balance to be purchased and sold is $162,500 for which the Company received $118,625, net of fees. Under the Samson Factoring Agreement, the Company is to pay $8,125 per week for 20 weeks at an effective interest rate of approximately 36%. The Samson Factoring Agreement includes a guaranty by the CEO of the Company, Stephen J. Thomas III. On December 11, 2020, the Company entered into a consolidation agreement for the Purchase and Sale of Future Receipts with QFS Capital (“QFS Factoring Agreement”). The balance to be purchased and sold is $976,918 for which the Company receives weekly payments of $29,860 for 20 weeks and then $21,978 for 4 weeks and then $11,669 in the last week of receipts all totaling $696,781 net of fees. During the same time, the Company is required to pay weekly $23,087 for 42 weeks at an effective interest rate of approximately 36% annually. The QFS Factoring Agreement 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%, 2.14% as of December 31, 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 8) and was due, as amended, August 31, 2020. The Company is in negotiations to refinance this Line of Credit. During the years ended December 31, 2019 and 2018, those same shareholders and one other have loaned the Company money in the form of convertible loans of $136,400 and $537,200, respectively, described in (2) and (6). (5) $350,000 represents cash due to the prior owners of the technology acquired in December 2016 from the owner of the Lion Phone which is due to be paid as agreed by the Company and the former owners of the Lion Phone technology and has not been determined. $4,000,000 represents a promissory note included as part of the consideration of ViewMe Live technology acquired in 2017, later agreed to as being due and payable in full, with no interest with $2,000,000 from debt proceeds and the remainder from proceeds from a second Company public offering. $1,000,000 represents a promissory note which was entered into on May 6, 2020 for the acquisition of Media Live One Platform from Steve and Yuanbing Caudle for the further development of software. This was expensed as research and development in the year ended December 31, 2020. This $1,000,000 promissory note is non-interest bearing, due after funding has been received by the Company from its various investors and other sources. Mr. Caudle is a principal with the Company’s ViewMe technology. 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. $473,334, net of a discount of $26,666 represents a Note Payable related to the acquisition of 75% of Aire Fitness, payable six months from the date of the note or as agreed by the Company out of future capital raising efforts and does not accrue interest. (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 $181,981 as of December 31, 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. During the year ended December 31, 2020, the holders of approximately $4,700,000 of existing financing arrangements agreed to exchange their debt and accrued interest for Series D Preferred Stock through a separate $12 Million Private Placement of Series D Preferred Stock (“$12 Million Private Placement”), conditioned on the Company raising at least $12,000,000. To date, this condition has not been met. See Lease financing arrangement in Note 9. |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENTS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
DERIVATIVE FINANCIAL INSTRUMENTS | ||
NOTE 6 -DERIVATIVE FINANCIAL INSTRUMENTS | NOTE 6 -DERIVATIVE FINANCIAL INSTRUMENTS The Company previously adopted the provisions of ASC subtopic 825-10, Financial Instruments The derivative liability as of September 30, 2021, in the amount of $8,256,309 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, 2021. Debt Derivative Liabilities Balance, December 31, 2019 $ 8,836,514 Change in derivative liabilities from conversion of notes payable (1,144,290 ) Change in derivative liabilities from the Odyssey conversion to a term loan (1,286,762 ) Change in fair value of derivative liabilities for the period – derivative gain (1,140,323 ) Balance, December 31, 2020 $ 5,265,139 Initial fair value of derivative liabilities during the period 77,897 Reclassification of certain derivative liabilities (185,108 ) Change in fair value of derivative liabilities for period – derivative expense 3,098,381 Balance, September 30, 2021 $ 8,256,309 Convertible notes payable and warrant derivatives – As of September 30, 2021, the Company marked to market the fair value of the debt derivatives and determined a fair value of $8,256,309 ($8,220,700 from the convertible notes and $35,609 from warrants) in Note 5 (2) above. The Company recorded expense from change in fair value of debt derivatives of $3,098,381 for the nine months ended September 30, 2021. The fair value of the embedded derivatives was determined using Monte Carlo simulation method based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 291.3% to 300.6%, (3) weighted average risk-free interest rate of 0.04% to 0.41% (4) expected life of 0.25 to 2.7 years, and (5) the quoted market price of $0.027 to $0.027 for the Company’s common stock. | NOTE 6 – DERIVATIVE FINANCIAL INSTRUMENTS The Company previously adopted the provisions of ASC subtopic 825-10, Financial Instruments The derivative liability as of December 31, 2020, in the amount of $5,265,139 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, 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 (1,286,762 ) Change in fair value of derivative liabilities at end of period – derivative expense (1,140,323 ) Balance, December 31, 2020 $ 5,265,139 Convertible notes payable and warrant derivatives – As of December 31, 2020, the Company marked to market the fair value of the debt derivatives and determined a fair value of $5,265,139 comprised of $5,229,436 from the convertible notes (Note 5) and $35,703 from the warrants (Note 8). The Company recorded a gain from change in fair value of debt derivatives of $1,140,323 for the year ended December 31, 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 190.9% to 350.8%, (3) weighted average risk-free interest rate of 0.09% to 0.12% (4) expected life of 0.25 to 1.4 years, and (5) the quoted market price of $0.03 for the Company’s common stock. See Financing lease arrangements in Note 9. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2020 | |
INCOME TAXES | |
Note - 7 INCOME TAXES | NOTE 7 - INCOME TAXES The following table sets forth the components of the Company’s income tax expense (benefit) for the years ended December 31, 2020 and 2019: Current: 2020 2019 Federal State and local $ — $ — Total Current $ — $ — Deferred: Federal State and local benefit $ (1,705,046 ) $ (2,945,915 ) Net operating loss, net of state tax effect (60,546 ) (107,011 ) Meals and entertainment 4,459 4,506 Stock based expenses 87,706 124,124 Impairment 567,629 199,473 Amortization 153,497 182,411 Derivative expense 239,468 - Other - 61,472 Change in allowance 712,833 2,480,939 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, 2020 and 2019: 2020 2019 Income tax at Federal statutory rate 21 % 21 % Change in valuation allowance (21 )% (21 )% 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, 2020 and 2019: Current deferred tax assets (liabilities): 2020 2019 Valuation allowance $ — $ — Total current deferred tax asset (liability) $ — $ — Noncurrent deferred tax assets (liabilities): Derivative (gain) expense $ 1,330,683 $ 1,570,151 Intangible assets amortization 956,355 802,857 Net operating loss carry forwards 2,752,287 2,140,224 Stock base compensation 1,743,527 1,655,821 Other 99,034 — Less; Valuation allowance $ (6,881,886 ) $ (6,169,052 ) Total noncurrent deferred tax asset (liability) — — Total deferred tax asset (liability) $ — $ — The Company has approximately $13,100,000 and $10,000,000 of net operating loss carry forwards as of December 31, 2020 and 2019, 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, 2021 | Dec. 31, 2020 | |
Stockholders Equity Abstract | ||
NOTE 7- STOCKHOLDERS' DEFICIT | NOTE 7 - STOCKHOLDERS' DEFICIT Preferred Stock As of September 30, 2021, 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 prior year ended December 31, 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. The Series C and D Preferred Stock are also classified as mezzanine equity for the same reason. Series A Convertible Preferred Stock In February 2015, the Company designated 1,000,000 shares of Preferred Stock as Series A Preferred Stock. In February 2015, the Board of Directors authorized the issuance of 1,000,000 shares of Series A Preferred Stock to Stephen Thomas, Chairman, CEO and President of the Company, valued at $3,117,000 for compensation expense. 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. During the year ended December 31, 2020, the Series A Preferred Stock was reclassified as mezzanine equity as a result of the Company not having enough authorized common shares to be able to issue common shares upon their conversion. Series B Convertible Preferred Stock In February 2015, the Company designated 3,000,000 shares of Preferred Stock as Series B Convertible Preferred Stock. The Series B Preferred Stock was designated in February 2015, has a par value of $.001, is not redeemable, is senior to any other class or series of outstanding Preferred Stock, except the Series A Preferred Stock, or Common Stock and does not bear dividends. The Series B Preferred Stock has a liquidation preference immediately after any Senior Securities, as defined and currently the Series A Preferred Stock, and of an amount equal to $2.00 per share. Holders of the Series B Preferred Stock have a right to convert all or any part of the Series B Preferred Shares and will receive and equal number of common shares at the conversion price of $2.00 per share. The Series B Preferred Stockholders have a right to vote on any matter with holders of Common Stock and shall have a number of votes equal to that number of Common Shares on a one to one basis. There are 2,588,693 shares of Series B Convertible Preferred Stock outstanding as of September 30, 2021. During the year ended December 31, 2020, the Series B Preferred Stock was reclassified as mezzanine equity as a result of the Company not having enough authorized common shares to be able to issue common shares upon their conversion. 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, 2021. There are approximately $678,500 in convertible notes payable convertible into Series C Convertible Preferred Stock which compromise some of the common stock equivalents calculated in Note 1. Series D Convertible Preferred Stock On September 15, 2020 and September 15, 2021, the Company amended its Series D Designation from January 14, 2020. These Amendments changed the number of shares to 10,000,000 shares of the authorized 100,000,000 shares of the Company's $0.001 par value preferred stock as the Series D Convertible Preferred Stock (“the Series D Preferred Shares.”) Series D Preferred shares have the following features: (i) 6% Cumulative Annual Dividends payable on the purchase value in cash or common stock of the Company at the discretion of the Board and payment is also at the discretion of the Board, which may decide to cumulate to future years; (ii) Any time after 12 months from issuance an option to convert to common stock at the election of the holder 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00. ; (iii) Automatic conversion of the Series D Preferred Stock shall occur without consent of holders upon any national exchange listing approval and the registration effectiveness of common stock underlying the conversion rights. The automatic conversion to common from Series D Preferred sha,ll be 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00, which shall be post-reverse split as may be necessary for any Exchange listing (iv) Registration Rights – the Company has granted Piggyback Registration Rights for common stock underlying conversion rights in the event it files any other Registration Statement (other than an S-1 that the Company may file for certain conversion common shares for the convertible note financing that was arranged and funded in 2019). Further, the Company will file, and pursue to effectiveness, a Registration Statement or offering statement for common stock underlying the Automatic Conversion event triggered by an exchange listing. (v) Liquidation Rights - $5.00 per share plus any accrued unpaid dividends – subordinate to Series A, B, and C Preferred Stock receiving full liquidation under the terms of such series. The Company has redemption rights for the first year following the Issuance Date to redeem all or part of the principal amount of the Series D Preferred Stock at between 115% and 140%. During the nine months ended September 30, 2021, 46,649 shares of Series D Preferred Share were purchased for $233,244 of which Stephen Thomas, CEO of the Company, acquired 36,649 for $183,244. The remainder of the shares purchased as of September 30, 2021 were purchased by a third party. During the year ended December 31, 2020, the related party holders of approximately $4,700,000 of existing financing arrangements agreed to exchange their debt and accrued interest for 940,800 Series D Preferred Stock through a separate $12 Million Private Placement of Series D Preferred Stock (“$12 Million Private Placement”), conditioned on the Company raising at least $12,000,000. To date, this condition has not been met. Common Stock As of September 30, 2021, we had authorized 1,250,000,000 shares of Common Stock, of which 908,029,038 common shares are issued and outstanding. An amendment was approved on September 15, 2021 to increase the authorized shares to this amount. Common Stock Purchase Agreement On May 28, 2021, the Company entered into a Common Stock Purchase Agreement (“Purchase Agreement”) and Registration Rights Agreement (“Registration Rights Agreement”) with White Lion Capital, LLC, a Nevada limited liability company (“White Lion”). Under the terms of the Purchase Agreement, White Lion agreed to provide the Company with up to $5,000,000 upon effectiveness of a registration statement on Form S-1 (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (the “Commission”). A Form S-1 was filed on June 30, 2021 regarding this transaction. Subsequent Amendments to Forms S-1 related to this transaction were filed on July 6, 2021 and July 14, 2021. The registrations statement was declared effective July 19, 2021. The Company has the discretion to deliver purchase notice to White Lion and White Lion will be obligated to purchase shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) based on the investment amount specified in each purchase notice. The maximum amount of the Purchase Notice shall be the lesser of: (i) 200% of the Average Daily Trading Volume or (ii) the Investment Limit divided by the highest closing price of the Common Stock over the most recent five (5) Business Days including the respective Purchase Date. Notwithstanding the forgoing, the Investor may waive the Purchase Notice Limit at any time to allow the Investor to purchase additional shares under a Purchase Notice. Pursuant to the Purchase Agreement, White Lion and its affiliates will not be permitted to purchase ,and the Company may not put shares of the Company’s Common Stock to White Lion that would result in White Lion’s beneficial ownership equaling more than 9.99% of the Company’s outstanding Common Stock. The price of each purchase share shall be equal to eighty-five percent (85%) of the Market Price (as defined in the Purchase Agreement). Purchase Notices may be delivered by the Company to White Lion until the earlier of seven (7) months (until December 31, 2021) or the date on which White Lion has purchased an aggregate of $5,000,000 worth of Common Stock under the terms of the Purchase Agreement. As of September 30, 2021,, the Company has given purchase notices for 29,000,000 shares of common stock under the Purchase Agreement and has received proceeds of $610,502, net of expenses and commissions. Subscription Payable As of September 30, 2021, the Company has recorded $(3,265) in stock subscription receivable which represents shares receivable under prior terminated acquisition agreement of 3,096,181 shares of common stock offset by $7,100 representing amortization of 3,000,000 common shares valued at $42,600, being earned for services rendered by General John Wharton, newest Director of the Company, monthly over two years. During 2018, a note payable of $2,000 was forgiven for 16,667 common shares. 2,000 of these shares were issued during the year ended December 31, 2020. The remainder were issued during the nine months ended September 30, 2021. During the year ended December 31, 2020, the Company signed consulting agreements related to their activities with TPT Global Tech and TPT MedTech with three third parties for which we agreed to issue 4,450,000 shares of restricted common stock. 300,000 of these shares were valued at fair value and expensed in the statement of operations for $16,200. The other 4,150,000 shares were value at their value of $275,975 which is being amortized over 10 months of service starting on the date of the agreement of September 1, 2020. All of this has been amortized into the statement of operations through the nine months ended September 30, 2021. In 2018, Arkady Shkolnik and Reginald Thomas (family member of CEO) were added as members of the Board of Directors. In accordance with agreements with the Company for his services as a director, Mr. Shkolnik is to receive $25,000 per quarter and 5,000,000 shares of restricted common stock valued at approximately $692,500 vesting quarterly over twenty-four months. The quarterly cash payments of $25,000 will be paid in 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, 2021, $290,500 and $105,000 has been accrued as accounts payable in the balance sheet for Mr. Shkolnik and Mr. Thomas, respectively. For the nine months ended September 30, 2021 and 2020, $0 and $236,928, respectively, have been expensed under these agreements. Effective November 1, 2017, the Company entered into an agreement to acquire Hollywood Rivera, LLC (“HRS”). In March 2018, the HRS acquisition was rescinded and 3,625,000 shares of common stock, which were issued as part of the transaction, are being returned by the recipients. As such, as of September 30, 2021 the 3,265,000 shares for the HRS transaction are reflected as subscriptions receivable based on their par value. Common Stock Issued During Nine Months ended September 30, 2021 Effective September 30, 2020, we entered into a Purchase Agreement by which we agreed to purchase the 500,000 outstanding Series A Preferred shares of InnovaQor, Inc., our majority owned subsidiary, in an agreed amount of $350,000 in cash or common stock, if not paid in cash, at the five day average price preceding the date of the request for effectiveness after the filing of a registration statement on Form S-1. This was modified December 28 and 29, 2020, to provide for registration of 7,500,000 common shares for resale at the market price. Any balance due on notes will be calculated after an accounting for the net sales proceeds from sale of the stock by February 28, 2021 and may be paid in cash or stock thereafter. The Series A Preferred shares are being purchased from the Michael A. Littman, Atty. Defined Benefit Plan. Effective September 30, 2020, we entered into a Settlement Agreement to settle outstanding legal fees due to date in the amount of $74,397 (as assigned to the Michael A. Littman Atty. Defined Benefit Plan.) The number of shares to be issued in consideration is to be computed at the five day average price as specified under Rule 474 under the Securities Act of 1933 for the 5 days preceding the date of the request for acceleration of the effective date of this registration of our common shares to be issued. (This may also be fully settled by payment of the sum of $74,397 in cash at any time prior to the issuance of the shares of stock of the Company.) This was modified December 28 and 29, 2020, to provide for registration of 7,500,000 common shares for resale at the market price. Any balance due on notes will be calculated after an accounting for the net sales proceeds from sale of the stock by February 28, 2021 and may be paid in cash or stock thereafter. The 7,500,000 shares identified in these agreements with Mr. Littman were issued during the nine months ended September 30, 2021 and included in a Form S-1 filed and declared effective in January 2021. We were informed by Mr. Littman that all the shares issued under these agreements have been sold resulting in a shortfall of $185,107 which has been included in accounts payable at September 30, 2021. Another 6,214,667 common shares were issued during the nine months ended September 30, 2021 which primarily related to services rendered for consulting arrangements with the Company. During the three and nine months ended September 31, 2021, $7,100 and $220,936 were included in the statement of operations as expenses related to these stock issuances. Stock Options Options Outstanding Vested Vesting Period Exercise Price Outstanding and Exercisable Expiration Date December 31, 2019 3,000,000 3,000,000 12 to 18 months $ 0.10 3-1-20 to 3-21-21 Expired (2,000,000 ) December 31, 2020 1,000,000 1,000,000 12 months $ 0.10 3-21-21 Expired (1,000,000 ) September 30, 2021 — — — — — Warrants As of September 30, 2021, 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. Subsequent to September 30, 2021, the Company and two of the holders of the Convertible Promissory Notes entered into agreements whereby the Company paid to eliminate 2,333,333 of these warrants. See Note 5 (2). The warrants issued were considered derivative liabilities valued at $35,609 of the total $8,256,309 derivative liabilities as of September 30, 2021. 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 as of September 30, 2021, the outstanding Form S-1 Registration Statement and general treasury of approximately 76,000,000 common shares. Subsequent to September 30, 2021, the Company reserved another 250,000,000 shares for Securities Purchase Agreements consummated in October 2021. Non-Controlling Interests QuikLAB Mobile Laboratories In July and August 2020, the Company formed Quiklab 1 LLC, QuikLAB 2, LLC, QuikLAB 3, LLC and QuikLAB 4, LLC. 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 December 31, 2020, Quiklab 1 LLC, QuikLAB 2, LLC and QuikLAB 3, LLC have received an investment of $460,000, of which Stephen Thomas and Rick Eberhardt, CEO and COO of the Company, have invested $100,000 in QuikLAB 2, LLC. The third party investors and Mr. Thomas and Mr. Eberhart, will benefit from owning 20% of QuikLAB Mobile Laboratories specific to their investments. The Company owns the other 80% ownership in the QuickLAB Mobile Laboratories. The net loss attributed to the non-controlling interests from the QuikLAB Mobile Laboratories included in the statement of operations for the three and nine months ended September 30, 2021 is $13,925 and $54,148, repectively. Other Non-Controlling Interests TPT Strategic, Aire Fitness and TPT Asia are other non-controlling interests in which the Company owns 94%, 75% and 78%, respectively. There is very little activity in any of these entities. The net loss (income) attributed to these non-controlling interests included in the statement of operations for the three and nine months ended September 30, 2021 is $(11,987) and $17,066, respectively. TPT Strategic did a reverse merger with Southern Plains of which there ended up being a non-controlling interest ownership of 6% as of December 31, 2020. As a result, $219,058 in the non-controlling interest in liabilities of a license agreement valued at $3,500,000 was reflected in the consolidated balance sheet as of December 31, 2020. This was reversed during the nine months ended September 30, 2021 when the liabilities under the license agreement were terminated by mutual agreement. | NOTE 8 - STOCKHOLDERS' DEFICIT Preferred Stock As of December 31, 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 Preferred Stock and Series D Preferred Stock. Series A Convertible Preferred Stock The Company designated 1,000,000 shares of Preferred Stock as Series A Preferred Stock. In February 2015, the Board of Directors authorized the issuance of 1,000,000 shares of Series A Preferred Stock to Stephen Thomas, Chairman, CEO and President of the Company, valued at $3,117,000 for compensation expense. These shares are outstanding as of December 31, 2020. The Series A Preferred Stock has a par value of $.001, is redeemable at the Company’s option at $100 per share, is senior to any other class or series of outstanding Preferred Stock or Common Stock and does not bear dividends. The Series A Preferred Stock has a liquidation preference immediately after any Senior Securities, as defined and amended, of an amount equal to amounts payable owing, including contingency amounts where Holders of the Series A have personally guaranteed obligations of the Company. 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. During the year ended December 31, 2020, the Series A Preferred Stock was reclassified as mezzanine equity as a result of the Company not having enough authorized common shares to be able to issue common shares upon their conversion. Series B Convertible Preferred Stock In February 2015, the Company designated 3,000,000 shares of Preferred Stock as Series B Convertible Preferred Stock. The Series B Preferred Stock was designated in February 2015, has a par value of $.001, is not redeemable, is senior to any other class or series of outstanding Preferred Stock, except the Series A Preferred Stock, or Common Stock and does not bear dividends. The Series B Preferred Stock has a liquidation preference immediately after any Senior Securities, as defined and currently the Series A Preferred Stock, and of an amount equal to $2.00 per share. Holders of the Series B Preferred Stock have a right to convert all or any part of the Series B Preferred Shares and will receive and equal number of common shares at the conversion price of $2.00 per share. The Series B Preferred Stockholders have a right to vote on any matter with holders of Common Stock and shall have a number of votes equal to that number of Common Shares on a one-to- one basis. There are 2,588,693 shares of Series B Convertible Preferred Stock outstanding as of December 31, 2020. During the year ended December 31, 2020, the Series B Preferred Stock was reclassified as mezzanine equity as a result of the Company not having enough authorized common shares to be able to issue common shares upon their conversion. 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 December 31, 2020. There are approximately $688,500 in convertible notes payable convertible into Series C Convertible Preferred Stock which compromise some of the common stock equivalents calculated in Note 1. 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 December 31, 2020, there are no Series D Preferred shares outstanding as amended. During the year ended December 31, 2020, the related party holders of approximately $4,700,000 of existing financing arrangements agreed to exchange their debt and accrued interest for 940,800 Series D Preferred Stock through a separate $12 Million Private Placement of Series D Preferred Stock (“$12 Million Private Placement”), conditioned on the Company raising at least $12,000,000. To date, this condition has not been met. Common Stock As of December 31, 2020, we had authorized 1,000,000,000 shares of Common Stock, of which 865,564,371 common shares are issued and outstanding. Common Stock Issued for Conversion of Debt During the year ended December 31, 2020, the Company issued 679,932,432 of common shares for $232,430 of principal and $104,300 of interest, resulting in a loss on conversion of $775,650. In addition, the Company issued 1,000,000 common shares in exchange for $58,000 of legal liabilities. Common Stock Issued for Expenses and Liabilities 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 $0 and $34,444 was expensed during the period for the portion of service term complete as of December 31, 2020 and 2019. In addition, in the year ended December 31, 2020 1,000,000 shares were issued to a consultant as a bonus for IR consulting services performed which the Company recorded $58,000 of compensation expense. These shares were valued at their fair value on the day they were granted for which the Company recorded $54,000 in the statement of operations as share-based compensation. Subscription Payable As of December 31, 2020, the Company has recorded $125,052 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 for conversion of debt 14,667 Unissued shares for TPT MedTech consulting agreements 300,000 Unissued shares for TPT consulting agreements 4,150,000 Shares receivable under terminated acquisition agreement (3,096,181 ) Net commitment (1,368,486 ) 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. 2,000 of these shares were issued during the year ended December 31, 2020. During the year ended December 31, 2020, the Company signed consulting agreements related to their activities with TPT Global Tech and TPT MedTech with three third parties for which we agreed to issue 4,450,000 shares of restricted common stock. 300,000 of these shares were valued at fair value and expensed in the statement of operations for $16,200. The other 4,150,000 shares were value at their value of $275,975 which is being amortized over 10 months of service starting on the date of the agreement of September 1, 2020. $110,390 has been amortized into the statement of operations as of December 31, 2020. 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 December 31, 2020, $215,500 and $75,000 has been accrued as accounts payable in the balance sheet for Mr. Shkolnik and Mr. Thomas, respectively. For the year ended December 31, 2020 and 2019, $236,978 and $409,688, respectively, have been expensed under these agreements. Both the 5,000,000 and 1,000,000 shares granted were issued during the year ended December 31, 2020 and are no longer reflected in subscriptions payable as of December 31, 2020. Effective November 1, 2017, the Company entered into an agreement to acquire Holly wood Rivera, LLC and HRS Mobile LLC (“HRS”). In March 2018, the HRS acquisition was rescinded and 3,096,181 shares of common stock which were issued as consideration are being returned by the recipients. As such, as of December 31, 2020 the shares for the HRS transaction are reflected as subscriptions receivable based on their par value. Common Stock Issued Subsequent to December 31, 2020 Effective September 30, 2020, we entered into a Purchase Agreement by which we agreed to purchase the 500,000 outstanding Series A Preferred shares of InnovaQor, Inc., our majority owned subsidiary, in an agreed amount of $350,000 in cash or common stock, if not paid in cash, at the five day average price preceding the date of the request for effectiveness after the filing of a registration statement on Form S-1. This was modified December 28 and 29, 2020, to provide for registration of 7,500,000 common shares for resale at the market price. Any balance due on notes will be calculated after an accounting for the net sales proceeds from sale of the stock by February 28, 2021 and may be paid in cash or stock thereafter. The Series A Preferred shares are being purchased from the Michael A. Littman, Atty. Defined Benefit Plan. Effective September 30, 2020, we entered into a Settlement Agreement to settle outstanding legal fees due to date in the amount of $74,397 (as assigned to the Michael A. Littman Atty. Defined Benefit Plan.) The number of shares to be issued in consideration is to be computed at the five day average price as specified under Rule 474 under the Securities Act of 1933 for the 5 days preceding the date of the request for acceleration of the effective date of this registration of our common shares to be issued. (This may also be fully settled by payment of the sum of $74,397 in cash at any time prior to the issuance of the shares of stock of the Company.) This was modified December 28 and 29, 2020, to provide for registration of 7,500,000 common shares for resale at the market price. Any balance due on notes will be calculated after an accounting for the net sales proceeds from sale of the stock by February 28, 2021 and may be paid in cash or stock thereafter. The 7,500,000 shares identified in these agreements with Mr. Littman were issued subsequent to December 31, 2020 and included in a Form S-1 filed in January 2021. To date, we understand the shares have not been sold and thus there is no calculated shortfall as outlined above. 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 ) December 31, 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 December 31, 2020 but expired after year end. 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. Additionally, 93,120 options expired in 2019. Expense recorded in the years ended December 31, 2020 and 2019 was $0 and $0 related to stock options. No further expense will be incurred to the consolidated statement of operations for the existing stock options. Warrants As of December 31, 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 $35,703 of the total $5,265,436 derivative liabilities as of December 31, 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. Non-Controlling Interests QuikLAB Mobile Laboratories In July and August 2020, the Company formed Quiklab 1 LLC, QuikLAB 2, LLC, QuikLAB 3, LLC and QuikLAB 4, LLC. 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 December 31, 2020, Quiklab 1 LLC, QuikLAB 2, LLC and QuikLAB 3, LLC have received an investment of $460,000, of which Stephen Thomas and Rick Eberhardt, CEO and COO of the Company, have invested $100,000 in QuikLAB 2, LLC. The third party investors and Mr. Thomas and Mr. Eberhart, will benefit from owning 20% of QuikLAB Mobile Laboratories specific to their investments. The Company owns the other 80% ownership in the QuickLAB Mobile Laboratories. The net loss attributed to the non-controlling interests from the QuikLAB Mobile Laboratories included in the statement of operations for the year ended December 31, 2020 is $30,536. Other Non-Controlling Interests InnovaQor, Aire Fitness and TPT Asia are other non-controlling interests in which the Company owns 94%, 75% and 78%, respectively. There is very little activity in any of these entities. The net loss attributed to these non-controlling interests included in the statement of operations for the year ended December 31, 2020 is $16,881. InnovaQor did a reverse merger with Southern Plains of which there ended up being a non-controlling interest ownership of 6% as of December 31, 2020. As a result, $219,058 in the non-controlling interest in liabilities of a license agreement valued at $3,500,000 was reflected in the consolidated balance sheet as of December 31, 2020. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
COMMITMENTS AND CONTINGENCIES | ||
NOTE 8- COMMITMENTS AND CONTINGENCIES | NOTE 8 - COMMITMENTS AND CONTINGENCIES Accounts Payable and Accrued Expenses Accounts payable: 2021 2020 Related parties (1) $ 1,464,811 $ 1,339,352 General operating 5,543,746 3,965,135 Accrued interest on debt (2) 1,896,674 1,328,939 Credit card balances 169,454 173,972 Accrued payroll and other expenses 320,481 296,590 Taxes and fees payable 642,640 641,012 Unfavorable lease liability 30,303 121,140 Total $ 10,068,109 $ 7,866,140 _______________ (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 $818,013 and $679,380 for September 30, 2021 and December 31, 2020, 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 10.0% and the weighted average lease term of 4.37 years. We have various non-cancelable lease agreements for certain of our tower locations with original lease periods expiring between 2021 and 2044. Our lease terms may include options to extend or terminate the lease when it is reasonably certain we will exercise that option. Certain of the arrangements contain escalating rent payment provisions. An equipment lease described below and leases with an initial term of twelve months have not been recorded on the consolidated balance sheets. We recognize rent expense on a straight-line basis over the lease term. As of September 30, 2021 and December 31, 2020, operating lease liabilities arising from operating leases were $6,836,419 and $5,555,674, respectively. During the nine months ended September 30, 2021, cash paid for amounts included for the measurement of lease liabilities was $792,010 and the Company recorded lease expense in the amount of $1,824,386 in cost of sales. The Company entered into an operating lease agreement for location rights for certain QuikLABS. The operating lease agreement started October 1, 2020 and goes for three years at $9,798 per month. In addition, the Company entered an operating agreement to lease colocation space for 5 years. This operating agreement started October 1, 2020 for $7,140 per month. 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, 2021. 2021 $ 2,523,086 2022 1,910,485 2023 1,370,092 2024 1,044,693 2025 703,343 Thereafter 209,872 Total operating lease liabilities 7,761,571 Amount representing interest (925,152 ) Total net present value $ 6,836,419 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 $22,500 in rent and utility payments for this space for the nine months ended September 30, 2021 and 2020, respectively. Financing lease obligations Future minimum lease payments are as follows: 2021 $ 864,025 2022 44,836 2023 — 2024 — 2025 — Thereafter — Total financing lease liabilities 908,861 Amount representing interest (40,274 ) Total future payments (1)(2) $ 868,587 ____________________ (1) Included is a Telecom Equipment Lease is with an entity owned and controlled by shareholders of the Company and was due August 31, 2020, as amended. (2) Also included are leases under Xroads Equipment Agreements with a third party that allows the Company to pay between $10,780 and $11,288 per month, including interest, starting between November 16, 2020 and February 22, 2021 for eleven months with a $1 value acquisition price at the termination of the leases. Other Commitments and Contingencies Employment Agreements The Company has employment agreements with certain employees of SDM, K Telecom and Aire Fitness. The agreements are such that SDM, K Telecom and Aire Fitness, on a standalone basis in each case, must provide sufficient cash flow to financially support the financial obligations within the employment agreements. 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. Litigation We have been named in a lawsuit by EMA Financial, LLC (“EMA”) for failing to comply with a Securities Purchase Agreement entered into in June 2019. More specifically, EMA claims the Company failed to honor notices of conversion, failed to establish and maintain share reserves, failed to register EMA shares and by failed to assure that EMA shares were Rule 144 eligible within 6 months. EMA has claimed in excess of $650,975 in relief. The Company has filed an answer and counterclaim. The Company does not believe at this time that any negative outcome would result in more than the $743,491 it has recorded on its balance sheet as of September 30, 2021. A lawsuit was filed in Michigan by the one of the former owners of SpeedConnect, LLC, John Ogren. Mr. Ogren claimed he was owed back wages related to the acquisition agreement wherein the Company acquired the assets of SpeedConnect, LLC and kept him on through a consulting agreement. The Company’s position was that he ultimately resigned in writing and was not due any back wages. In August 2021, Mr. Ogren was awarded $334,908 in back wages by an Arbitrator. This amount has been included in accounts payable as of September 30, 2021 and expensed in the statement of operations as other expenses in the nine months ended September 30, 2021. Mr. Ogren and the Company have agreed to a settlement whereby the Company would pay $120,000 within 14 days of a written agreement, which was paid in October 2021, with four monthly payments of $20,000 starting on December 5, 2021 through March 2, 2022. The Company has been named in a lawsuit, Robert Serrett vs. TruCom, Inc., by a former employee who was terminated by management in 2016. The employee was working under an employment agreement but was terminated for breach of the agreement. The former employee is suing for breach of contract and is seeking around $75,000 in back pay and benefits. We recently learned that Mr. Serrett received a default judgement in Texas on May 15, 2018 for $70,650 plus $3,500 in attorney fees and 5% interest and court costs. However, he has made no attempt that we are aware of to obtain a sister state judgment in Arizona, where Trucom resides, or to try and enforce the judgement and collect. Management believes it has good and meritorious defenses and does not belief the outcome of the lawsuit will have any material effect on the financial position of the Company. We have been named in a lawsuit by a collection law firm on behalf of Pinnacle Towers LLC and Crown Atlantic Company Inc., against TPT Global Tech, Inc. The claim derives from an outstanding debt by incurred by Copperhead Digital. The lawsuit is over unpaid rent that should have been paid by Copperhead Digital but was not paid. The Company believes it has several defenses to this claim and is in the process of communicating with opposing counsel for dismissal of the claims which amount to $386,030.62 plus interest, costs and attorney fees. The Company has accounted for approximately $600,000 in payables on its consolidated balance sheet as of September 30, 2021 for this subsidiary payable. We are not currently involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect. We anticipate that we (including current and any future subsidiaries) will from time to time become subject to claims and legal proceedings arising in the ordinary course of business. It is not feasible to predict the outcome of any such proceedings and we cannot assure that their ultimate disposition will not have a materially adverse effect on our business, financial condition, cash flows or results of operations. Customer Contingencies The Company has collected $338,725 from one customer in excess of amounts due from that customer in accordance with the customer’s understanding of the appropriate billings activity. The customer has filed a written demand for repayment by the Company of these amounts. Management believes that the customer agreement allows them to keep the amounts under dispute. Given the dispute, the Company has reflected the amounts in dispute as a customer liability on the consolidated balance sheet as of September 30, 2021 and December 31, 2020. Stock Contingencies The Company has convertible debt, preferred stock, options and warrants outstanding for which common shares would be required to be issued upon exercise by the holders. As of September 30, 2021, the following shares would be issued: Convertible Promissory Notes 247,518,177 Series A Preferred Stock (1) 1,327,317,125 Series B Preferred Stock 2,588,693 Series D Preferred Stock (2) 10,711,596 Stock Options and Warrants 3,333,333 1,591,468,923 ___________ (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. (2) Holders of the Series D Preferred Stock may decide after 18 months to convert to common stock 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00. There is also an automatic conversion of the Series D Preferred Stock without consent of holders upon any national exchange listing approval and the registration effectiveness of common stock underlying the conversion rights. The automatic conversion to common from Series D Preferred shall be 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00. During the fourth quarter of 2020, the related party holders of approximately $4,700,000 of existing financing arrangements agreed to exchange their debt and accrued interest for Series D Preferred Stock through a separate $12 Million Private Placement, conditioned on the Company raising at least $12,000,000 in a separate Form 1-A Offering. Part of the consideration in the acquisition of Aire Fitness was the issuance of 500,000 restricted common shares of the Company vesting and issuable after the common stock reaches at least a $1.00 per share closing price in trading. To date, this has not occurred but may happen in the future upon which the Company will issue 500,000 common shares to the non-controlling interest owners of Aire Fitness. | NOTE 9 - COMMITMENTS AND CONTINGENCIES Accounts Payable and Accrued Expenses Accounts payable: 2020 2019 Related parties (1) $ 1,339,352 $ 1,141,213 General operating 3,965,135 3,342,952 Accrued interest on debt (2) 1,328,939 793,470 Credit card balances 173,972 183,279 Accrued payroll and other expenses 296,590 207,108 Taxes and fees payable 641,012 633,357 Unfavorable lease liability 121,140 242,256 Total $ 7,866,140 $ 6,543,635 (1) (2) 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. Portion relating to related parties is $679,380 and $481,942 for December 31, 2020 and 2019, 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 10.0% and the weighted average lease term of 4.2 years. We have various non-cancelable lease agreements for certain of our tower locations with original lease periods expiring between 2021 and 2044. Our lease terms may include options to extend or terminate the lease when it is reasonably certain we will exercise that option. Certain of the arrangements contain escalating rent payment provisions. 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, 2020, operating lease right-of-use assets and liabilities arising from operating leases were $4,732,459 and $5,555,674, respectively. During the year ended December 31, 2020, cash paid for amounts included for the measurement of lease liabilities was $2,506,924 and the Company recorded lease expense in the amount of $2,846,068 in cost of sales. The Company entered into an operating lease agreement for location rights for certain QuikLABS. The operating lease agreement start October 1, 2020 and goes for three years at $9,798 per month. In addition, the Company entered an operating agreement to lease colocation space for 5 years. This operating agreement starts October 1, 2020 for 7,140 per month. 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, 2020. 2021 $ 2,790,694 2022 1,545,075 2023 1,002,903 2024 668,474 2025 354,398 Thereafter 93,242 Total operating lease liabilities 6,454,785 Amount representing interest (899,111 ) Total net present value $ 5,555,674 Office lease used by CEO During the years ended December 31, 2020 and 2019, the Company entered into a lease of 12 months or less for living space which is occupied by Stephen Thomas, Chairman, CEO and President of the Company. Mr. Thomas lives in the space and uses it as his corporate office. The Company has paid $30,000 and $30,857 in rent and utility payments for this space for the year ended December 31, 2020 and 2019, respectively. Financing lease obligations Future minimum lease payments are as follows: 2021 $ 864,025 2022 10,780 2023 - 2024 - 2025 - Thereafter - Total financing lease liabilities 874,805 Amount representing interest (35,233 ) Total future payments (1)(2) $ 839,572 (3) Included is a Telecom Equipment Lease is with an entity owned and controlled by shareholders of the Company and was due August 31, 2020, as amended. (4) Also included are leases under Xroads Equipment Agreements with a third party that allows the Company to pay between $11,288 and $11,780 per month, including interest, starting between November 16, 2020 and February 22, 2021 for eleven months with a $1 value acquisition price at the termination of the leases. Other Commitments and Contingencies Employment Agreements The Company has employment agreements with certain employees of SDM, K Telecom and Aire Fitness. The agreements are such that SDM, K Telecom and Aire Fitness, on a standalone basis in each case, must provide sufficient cash flow to financially support the financial obligations within the employment agreements. 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. Litigation We have been named in a lawsuit by EMA Financial, LLC (“EMA”) for failing to comply with a Securities Purchase Agreement entered into in June 2019. More specifically, EMA claims the Company failed to honor notices of conversion, failed to establish and maintain share reserves, failed to register EMA shares and by failed to assure that EMA shares were Rule 144 eligible within 6 months. EMA has claimed in excess of $7,614,967 in relief. The Company has filed a motion in response for which EMA has filed a motion to dismiss. The Company does not believe at this time that any negative outcome would result in more than the $593,120 it has recorded on its balance sheet as of December 31, 2020. A lawsuit was filed in Michigan by the one of the former owners of SpeedConnect, LLC, John Ogren. Mr. Ogren claims he is owed back wages related to the acquisition agreement wherein the Company acquired the assets of SpeedConnect, LLC and kept him on through a consulting agreement. He ultimately resigned in writing and now claims that even though he resigned he should still have been paid. Mr. Ogren is claiming wages of $354,178 plus interest, fees and costs. The consulting agreement called for arbitration. We understand that Mr. Ogren is in the process of dismissing the lawsuit and that he wants to pursue his claim through arbitration. Management does not believe the Company has any liability in this claim and will pursue its defenses vigorously. The Company has been named in a lawsuit, Robert Serrett vs. TruCom, Inc., by a former employee who was terminated by management in 2016. The employee was working under an employment agreement but was terminated for breach of the agreement. The former employee is suing for breach of contract and is seeking around $75,000 in back pay and benefits. We recently learned that Mr. Serrett received a default judgement in Texas on May 15, 2018 for $70,650 plus $3,500 in attorney fees and 5% interest and court costs. However, he has made no attempt that we are aware of to obtain a sister state judgment in Arizona, where Trucom resides, or to try and enforce the judgement and collect. Management believes it has good and meritorious defenses and does not belief the outcome of the lawsuit will have any material effect on the financial position of the Company. We are not currently involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect. We anticipate that we (including current and any future subsidiaries) will from time to time become subject to claims and legal proceedings arising in the ordinary course of business. It is not feasible to predict the outcome of any such proceedings and we cannot assure that their ultimate disposition will not have a materially adverse effect on our business, financial condition, cash flows or results of operations. Customer Contingencies The Company has collected $338,725 from one customer in excess of amounts due from that customer in accordance with the customer’s understanding of the appropriate billings activity. The customer has filed a written demand for repayment by the Company of these amounts. Management believes that the customer agreement allows them to keep the amounts under dispute. Given the dispute, the Company has reflected the amounts in dispute as a customer liability on the consolidated balance sheet as of December 31, 2020 and 2019. Stock Contingencies The Company issued 7,500,000 shares of stock to Mr. Littman in accordance with its December 28 and 29, 2020 agreements as described in Note 8. These shares were included in a Form S-1 filed by the Company on January 15, 2021. To date, we understand the shares have not been sold and thus there is no calculated shortfall as outlined in Note 8, but this may happen, which shortfall, if it occurs, is unknown at this time. The Company has convertible debt, preferred stock, options and warrants outstanding for which common shares would be required to be issued upon exercise by the holders. As of December 31, 2020, the following shares would be issued: Convertible Promissory Notes 175,316,748 Series A Preferred Stock (1) 1,243,987,624 Series B Preferred Stock 2,588,693 Stock Options and warrants 4,333,333 1,426,226,398 (1) Holder of the Series A Preferred Stock which is Stephen J. Thomas, is guaranteed 60% of the then outstanding common stock upon conversion. The Company would have to authorize additional shares for this to occur as only 1,000,000,000 shares are currently authorized. During the fourth quarter of 2020, the related party holders of approximately $4,700,000 of existing financing arrangements agreed to exchange their debt and accrued interest for Series D Preferred Stock through a separate $12 Million Private Placement, conditioned on the Company raising at least $12,000,000 in a separate Form 1-A Offering. Part of the consideration in the acquisition of Aire Fitness was the issuance of 500,000 restricted common shares of the Company vesting and issuable after the common stock reaches at least a $1.00 per share closing price in trading. To date, this has not occurred but may happen in the future upon which the Company will issue 500,000 common shares to the non-controlling interest owners of Aire Fitness. |
RELATED PARTY ACTIVITY
RELATED PARTY ACTIVITY | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
RELATED PARTY ACTIVITY | ||
NOTE 9- RELATED PARTY ACTIVITY | NOTE 9 – RELATED PARTY ACTIVITY Accounts Payable and Accrued Expenses There are amounts outstanding due to related parties of the Company of $1,464,809 and $1,339,352, respectively, as of September 30, 2021 and December 31, 2020 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 As of September 30, 2021, there are amounts due to management/shareholders included in financing arrangements, of which $84,555 is payable from the Company to Stephen J. Thomas III, CEO of the Company. See note 5. Revenue Transactions and Accounts Receivable During the nine months ended September 30, 2021, Blue Collar provided production services to an entity controlled by the Blue Collar CEO (355 LA, LLC or “355”) for which it recorded revenues of $0 and $398,677, respectively, and had accounts receivable outstanding as of September 30, 2021 and December 31, 2020 of $0 and $0, respectively, which is included in accounts receivable on the consolidated balance sheet. 355 was formed in October 2019 by the CEO of Blue Collar for the purpose of production of certain additional footage for a 355 customer. 355 has opportunity to engage with other production relationships outside of using Blue Collar. 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. | NOTE 10 – RELATED PARTY ACTIVITY Accounts Payable and Accrued Expenses There are amounts outstanding due to related parties of the Company of $1,339,352 and $1,141,213, respectively, as of December 31, 2020 and 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 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, 2020, there are amounts due to management/shareholders of $93,072 included in financing arrangements, of which $88,922 is payable from the Company to Stephen J. Thomas III, CEO of the Company. See note 5. Revenue Transactions and Accounts Receivable During the years ended December 31, 2020 and 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 $385,988 and $707,263, respectively, and had accounts receivable outstanding as of December 31, 2020 and 2019 of $0 and $169,439, respectively, which is included in accounts receivable on the consolidated balance sheet. 355 was formed in October 2019 by the CEO of Blue Collar for the purpose of production of certain additional footage for a 355 customer. 355 has opportunity to engage with other production relationships outside of using Blue Collar. 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, 2021 | Dec. 31, 2020 | |
GOODWILL AND INTANGIBLE ASSETS | ||
NOTE 10- GOODWILL AND INTANGIBLE ASSETS | NOTE 10 – GOODWILL AND INTANGIBLE ASSETS Goodwill and intangible assets are comprised of the following: September 30, 2021 Gross carrying amount (1) Accumulated Amortization Net Book Value Useful Life Customer Base $ 938,000 $ (284,712 ) $ 653,288 3-10 Developed Technology 4,595,600 (1,999,943 ) 2,595,657 9 Film Library 957,000 (231,250 ) 725,750 11 Trademarks and Tradenames 132,000 (35,437 ) 96,563 12 Favorable leases 95,000 (76,320 ) 18,680 3 Other 76,798 (5,760 ) 71,038 10 6,794,398 (2,633,422 ) 4,160,976 Goodwill $ 768,091 $ — $ 768,091 Amortization expense was $553,965 and $548,205 for the nine months ended September 30, 2021 and 2020, respectively. December 31, 2020 Gross carrying amount Accumulated Amortization Net Book Value Useful Life Customer Base $ 938,000 (207,771 ) $ 730,229 3-10 Developed Technology 4,595,600 (1,616,975 ) 2,978,625 9 Film Library 957,000 (177,100 ) 779,900 11 Trademarks and Tradenames 132,000 (26,731 ) 105,269 12 Favorable leases 95,000 (50,880 ) 44,120 3 Other 76,798 — 76,798 Total intangible assets, net $ 6,794,398 (2,079,457 ) $ 4,714,941 Goodwill $ 768,091 — $ 768,091 — Remaining amortization of the intangible assets is as following for the next five years and beyond: 2021 $ 207,009 2022 730,059 2023 719,859 2024 719,859 2025 719,859 Thereafter 1,064,331 $ 4,160,976 | NOTE 11 – GOODWILL AND INTANGIBLE ASSETS Goodwill and intangible assets are comprised of the following: December 31, 2020 Gross carrying amount Accumulated Amortization Net Book Value Useful Life Customer Base $ 938,000 (207,771 ) $ 730,229 3-10 Developed Technology 4,595,600 (1,616,975 ) 2,978,625 9 Film Library 957,000 (177,100 ) 779,900 11 Trademarks and Tradenames 132,000 (26,731 ) 105,269 12 Favorable leases 95,000 (50,880 ) 44,120 3 Other 76,798 --- 76,798 Total intangible assets, net $ 6,794,398 (2,079,457 ) $ 4,714,941 Goodwill $ 768,091 — $ 768,091 — Amortization expense was $730,940 and $548,205 for the year ended December 31, 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 Total intangible assets, net $ 6,976,800 (2,707,717 ) $ 5,369,083 Goodwill $ 1,050,366 — $ 1,050,366 - Amortization expense was $730,940 and $868,622 for year ended December 31, 2020 and 2019, 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. There was no impairment considered necessary as of December 31, 2020 for intangibles. There was, however, impairment expense of $853,366 for Blue Collar to Goodwill during the year ended December 31, 2020. Remaining amortization of the intangible assets is as following for the next five years and beyond: 2021 $ 753,779 2022 730,059 2023 719,859 2024 719,859 2025 719,859 Thereafter 1,071,526 $ 4,714,941 |
SEGMENT REPORTING
SEGMENT REPORTING | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Note 11 - SEGMENT REPORTING | NOTE 11 – SEGMENT REPORTING ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Company's internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for details on the Company's business segments. The Company's chief operating decision maker (“CODM”) has been identified as the CEO who reviews the financial information of separate operating segments when making decisions about allocating resources and assessing performance of the group. Based on management's assessment, the Company considers its most significant segments for 2021 and 2020 are those in which it is providing Broadband Internet through TPT SpeedConnect and Media Production services through Blue Collar Medical Testing services through TPT MedTech and QuikLABs. The following tables present summary information by segment for the three months ended September 30, 2021 and 2020 respectively: 2021 TPT SpeedConnect Blue Collar TPT Corporate and other Total Revenue $ 1,816,781 529,606 22,859 150,180 $ 2,519,426 Cost of sales $ (1,363,272 ) (472,299 ) (21,296 ) (78,923 ) $ (1,935,790 ) Net income (loss) $ (121,318 ) (22,897 ) (153,792 ) (4,420,289 ) $ (4,718,296 ) Total assets $ 6,817,103 1,122,838 466,291 3,362,516 $ 11,768,748 Depreciation and amortization $ (154,000 ) (27,834 ) (25,239 ) (138,223 ) $ (345,296 ) Derivative expense $ - - - (3,472,930 ) $ (3,472,930 ) Interest expense $ (476,925 ) (8,854 ) - (191,204 ) $ (676,983 ) 2020 TPT SpeedConnect Blue Collar Corporate and other Total Revenue $ 2,419,442 $ 351,515 $ 15,653 $ 2,786,610 Cost of revenue $ (1,648,683 ) $ (130,130 ) $ (46,610 ) $ (1,825,423 ) Net income (loss) $ 138,181 $ 71,567 $ (2,594,790 ) $ (2,385,042 ) Total assets $ 7,371,051 $ 559,912 $ 8,029,082 $ 15,960,045 Depreciation and amortization $ (150,434 ) $ (18,556 ) $ (277,428 ) $ (446,418 ) Derivative gin $ - $ - $ 223,229 $ 223,229 Interest expense $ (55,047 ) $ (8,528 ) $ (184,583 ) $ (248,158 ) The following tables present summary information by segment for the nine months ended September 30, 2021 and 2020 respectively: 2021 TPT SpeedConnect Blue Collar TPT MedTech and QuikLABS Corporate and Other Total Revenue $ 5,867,005 $ 1,241,060 $ 479,967 $ 222,924 $ 7,810,956 Cost of sales $ (4,502,016 ) $ (808,129 ) $ (787,504 ) $ (189,436 ) $ (6,287,085 ) Net income (loss) $ (721,373 ) $ $8,009 $ (1,205,060 ) $ (6,753,395 ) $ (8,671,819 ) Total assets $ 6,817,103 $ 1,122,838 $ 466,291 $ 3,362,516 $ 11,768,748 Depreciation and amortization $ (455,640 ) $ (83,502 ) $ (25,239 ) $ (469,928 ) $ (1,034,309 ) Derivative expense $ - $ - $ - $ (3,098,381 ) $ (3,098,381 ) Interest expense $ (812,859 ) $ (23,197 ) $ - $ (641,049 ) $ (1,477,105 ) 2020 TPT SpeedConnect 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 ) $ (5,587,196 ) $ (4,881,030 ) Total assets $ 7,371,051 $ 559,912 $ 8,029,082 $ 15,960,045 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 ) | NOTE 12 – 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 Medical Testing services through TPT MedTech and QuikLABs. The following table presents summary information by segment for the twelve months ended December 31, 2020 and 2019, respectively: 2020 TPT SpeedConnect Blue Collar TPT MedTech and QuikLABS Corporate and other Total Revenue $ 9,958,770 1,051,120 30,484 53,796 $ 11,094,170 Cost of revenue $ (6,367,474 ) (437,936 ) (68,884 ) (319,199 ) $ (7,193,493 ) Net income (loss) $ 983,673 (166,110 ) (747,485 ) (8,189,346 ) $ (8,119,268 ) Total assets $ 7,010,444 370,554 11,850 5,443,840 $ 12,836,688 Depreciation and amortization $ (531,254 ) (111,336 ) (3,583 ) (1,139,470 ) $ (1,785,643 ) Impairment of long lived assets and goodwill $ - (853,366 ) - (1,849,630 ) $ (2,702,996 ) Derivative gain (expense) $ - - - 1,140,323 $ 1,140,323 Interest expense $ (242,693 ) (36,507 ) (800 ) (1,251,733 ) $ (1,531,733 ) 2019 TPT SpeedConnect Blue Collar TPT MedTech and QuikLABS 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 ) Impairment of long lived assets and goodwill $ - - - (949,872 ) $ (949,872 ) Derivative expense $ - - - (7,476,908 ) $ (7,476,908 ) Interest expense $ - (119,359 ) - (3,461,661 ) $ (3,581,020 ) |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
SUBSEQUENT EVENTS | ||
NOTE 12- SUBSEQUENT EVENTS | NOTE 12 – SUBSEQUENT EVENTS Stock Purchase Agreement Effective October 6 to October 13, 2021, the Company consummated a Securities Purchase Agreements dated October 6, 2021, with First Fire Global Opportunities Fund LLC (“First Fire”), Cavalry Investment Fund, LLC (Cavalry Investment Fund and Cavalry Fund 1, LLC (“Cavalry Fund 1”) (all together referred to as “Investors”) for the purchase of $2,174,000 convertible promissory notes (“Convertible Promissory Notes”). These Convertible Promissory Notes are due nine months from funding, have an original issue discount of 8% and interest rate at 10% per annum (default, as defined, at 24%). There is a mandatory conversion in the event a Nasdaq Listing prior to nine months from funding for which the Investors principal and interest balances will be converted at a price equal to 25% discount to the opening price on the first day the Company trades on Nasdaq. There is also a voluntary conversion of all principal and accrued interest at the discretion of the Investor at the lower of $.025 or 75% of the two lowest trade prices during the fifteen consecutive trading day period ending on the trading day immediately prior to the applicable conversion date. The Investors were given registration rights. The Convertible Promissory Notes may be prepaid in whole or in part of the outstanding balances at 115 % prior to maturity. 250,000,000 common shares of the Company have been reserved with the transfer agent for possible conversion. Warrants were issued to exercise up to 165,000,000 warrants to purchase 165,000,000 common shares at 110% of the opening price on the first day the Company trades on the Nasdaq exchange. The use of proceeds will be for working capital and to pay off existing debt. Legal and Debt Settlements On March 18, 2019, the Company issued to an Investor a convertible promissory note in the principal amount of $600,000.00 (the “Auctus Promissory Note”) and Warrant Agreement (the “Auctus Warrant Agreement”) pursuant to that certain securities purchase agreement dated March 18, 2019 (the “Auctus SPA”) with Auctus Fund, LLC (“Auctus”). Pursuant to claims by Auctus that the Company had not complied with terms of the Auctus SPA, the Company and Auctus entered into a settlement agreement dated October 13, 2021 where by the Company would pay $763,231.97 and allow Auctus to exercise its right to exercise 15,000,000 warrants to purchase 15,000,000 shares of common stock. Auctus agreed to limit the sale of common shares of the Company to 2,000,000 during each respective calendar week. As of September 30, 2021, the Company had recorded approximately $1,756,000 in accrued principal and interest and an additional derivative liability of approximately $6,500,000. We have been named in a lawsuit by a collection law firm on behalf of Pinnacle Towers LLC and Crown Atlantic Company Inc., against TPT Global Tech, Inc. The claim derives from an outstanding debt by incurred by Copperhead Digital. The lawsuit is over unpaid rent that should have been paid by Copperhead Digital but was not paid. The Company believes it has several defenses to this claim and is in the process of communicating with opposing counsel for dismissal of the claims which amount to $386,030.62 plus interest, costs and attorney fees. The Company has accounted for approximately $600,000 in payables on its consolidated balance sheet as of September 30, 2021 for this subsidiary payable. A lawsuit was filed in Michigan by the one of the former owners of SpeedConnect, LLC, John Ogren. Mr. Ogren claimed he was owed back wages related to the acquisition agreement wherein the Company acquired the assets of SpeedConnect, LLC and kept him on through a consulting agreement. The Company’s position was that he ultimately resigned in writing and was not due any back wages. In August 2021, Mr. Ogren was awarded $334,908 in back wages by an Arbitrator. This amount has been included in accounts payable as of June 30, 2021 and expensed in the statement of operations as other expenses in the six months ended June 30, 2021. Mr. Ogren and the Company have agreed to a settlement whereby the Company would pay $120,000 within 14 days of a written agreement with four monthly payments of $20,000 starting on December 5, 2021 through March 2, 2022. Series E Convertible Preferred Stock On November 10, 2021, the Company designated 10,000,000 shares of the authorized 100,000,000 shares of the Company's $0.001 par value preferred stock as the Series E Convertible Preferred Stock ("the Series E Preferred Shares.") Series E Preferred shares have the following features: (i) 6% Cumulative Annual Dividends payable on the purchase value in cash or common stock of the Company at the discretion of the Board and payment is also at the discretion of the Board, which may decide to cumulate to future years; (ii) Any time after 12 months from issuance an option to convert to common stock at the election of the holder 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00. ; (iii) Automatic conversion of the Series D Preferred Stock shall occur without consent of holders upon any national exchange listing approval and the registration effectiveness of common stock underlying the conversion rights. The automatic conversion to common from Series D Preferred sha,ll be 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00, which shall be post-reverse split as may be necessary for any Exchange listing (iv) Registration Rights – the Company has granted Piggyback Registration Rights for common stock underlying conversion rights in the event it files any other Registration Statement (other than an S-1 that the Company may file for certain conversion common shares for the convertible note financing that was arranged and funded in 2019). Further, the Company will file, and pursue to effectiveness, a Registration Statement or offering statement for common stock underlying the Automatic Conversion event triggered by an exchange listing. (v) Liquidation Rights - $5.00 per share plus any accrued unpaid dividends – subordinate to Series A, B, C and D Preferred Stock receiving full liquidation under the terms of such series. The Company has redemption rights for the first year following the Issuance Date to redeem all or part of the principal amount of the Series D Preferred Stock at between 115% and 140%. Subsequent to September 30, 2021, the Company paid JSJ $6,666 to eliminate all outstanding warrants held by JSJ. Subsequent events were reviewed through the date the financial statements were issued. | NOTE 13 – SUBSEQUENT EVENTS Stock Issuance The Company issued 7,500,000 shares of stock to Mr. Littman in accordance with its December 28 and 29, 2020 agreements as described in Note 8. These shares were included in a Form S-1 filed by the Company on January 15, 2021. To date, we understand the shares have not been sold and thus there is no calculated shortfall as outlined in Note 8. On April 5, the Company granted 1,500,000 restricted commons shares to a consultant as a bonus for services rendered. The Company will record $44,100 as expense in the statement of operations during the year ended December 31, 2021 represented the calculation fair value on the date of grant. COVID-19 The Company has taken advantage of the stimulus offerings and received $722,200 in April 2020 and $680,500 in February 2021 and believes it has used these funds as is prescribed by the stimulus offerings to have the entire amounts forgiven. The Company has applied for forgiveness of the original stimulus of $722,200. The forgiveness process for stimulus funded in February 2021 has not begun. The Company will try and take advantage of additional stimulus as it is available and is also in the process of trying to raise debt and equity financing, some of which may have to be used for working capital shortfalls if revenues continue to decline because of the COVID-19 closures. Rennova Acquisition Agreement Rennova terminated the Rennova Acquisition Agreement described in Note 2 effective March 5, 2021 and the Company agreed to this termination with both parties not able to come to agreement of final terms. InnovaQor InnovaQor changed its name to TPT Strategic, Inc. on March 21, 2021. On March 30, 2021, a License Agreement, originally signed between the Company and InnovaQor for software development, was rescinded and the issuance of 6,000,000 shares of common stock to the Company were cancelled. On April 5, 2021, the Board of Directors granted 1,500,000 restricted common shares of the Company to a consultant as a bonus for past services. This grant was valued by the Company at $44,100 and will be expensed in the year ending December 31, 2021. Subsequent events were reviewed through the date the financial statements were issued. |
DESCRIPTION OF BUSINESS AND S_2
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
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 30, 2020 we formed TPT MedTech, LLC (“TPT MedTech”) and on June 6, 2020 we formed InnovaQor, Inc (“InnovaQor”). In July and August 2020, the Company formed Quiklab 1 LLC, QuikLAB 2, LLC, QuikLAB 3, LLC and QuikLAB 4, LLC where TPT MedTech owns 80% (as agreed per the operating agreement) of all outside equity investments. Effective August 1, 2020 we closed on the acquisition of 75% of The Fitness Container, LLC (“Air Fitness”). In July 2020, we invested in a Hong Kong company called TPT Global Tech Asia Limited of which we own 78%, and during 2020, InnovaQor did a reverse merger with Southern Plains of which there ended up being a non controlling interest of 6% as of September 30, 2021 and December 31, 2020. The name of InnovaQor remained for the merged entities but was changed to TPT Strategic, Inc. on March 21, 2021. 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. 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 TPT MedTech owns 80% (as agreed per the operating agreement) of all outside equity investments. Effective August 1, 2020 we closed on the acquisition of 75% of The Fitness Container, LLC (“Air Fitness”). In July 2020, we invested in a Hong Kong company called TPT Global Tech Asia Limited of which we own 78%, and during 2020, InnovaQor did a reverse merger with Southern Plains of which there ended up being a non controlling interest of 6% as of December 31, 2020. The name of InnovaQor remained for the merged entities but was changed to TPT Strategic, Inc. on March 21, 2021. 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. |
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 of the QuikLABs of 20%, Aire Fitness of 25%, TPT Global Tech Asia Limited of 22% and InnovaQor of 6%, where appropriate. All intercompany accounts and transactions have been eliminated in consolidation. | |
Reclassifications | Certain amounts presented in previously issued financial statements have been reclassified in these financial statements. During 2019, impairment expense of $949,872 was recorded in Other Income (Expense) in the statement of operations and has been reclassified to Operating Expenses to be consistent with the current period presentation. | |
Revenue Recognition | We have applied ASC 606, revenue from Contracts with Customers, to all contracts as of the date of initial application and as such, have used the following criteria described below in more detail for each business unit: 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, 2021 and 2020. 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, 2021 and 2020 came from the following sources disaggregated by services and products, which sources are explained in detail below. For the nine months ended September 30, 2021 For the nine months ended September 30, 2020 TPT SpeedConnect $ 5,867,005 $ 7,683,928 Blue Collar 1,241,060 877,607 TPT MedTech 479,967 7,706 San Diego Media and other 7,032 10,822 Aire Fitness 205,263 4,000 Total Services Revenue $ 7,800,326 $ 8,584,063 K Telecom-Product Revenue 10,630 35,291 Total Revenue $ 7,810,956 $ 8,619,354 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, 2021 and December 31, 2020 are $286,788 and $292,847, respectively. Certain of our products require specialized installation and equipment. For telecom products that include installation, if the installation meets the criteria to be considered a separate element, product revenue is recognized upon delivery, and installation revenue is recognized when the installation is complete. The Installation Technician collects the signed quote containing terms and conditions when installing the site equipment at customer premises. Revenue for installation services and equipment is billed separately from recurring ISP and telecom services and is recognized when equipment is delivered and installation is completed. Revenue from ISP and telecom services is recognized monthly over the contractual period, or as services are rendered and accepted by the customer. The overwhelming majority of our revenue continues to be recognized when transactions occur. Since installation fees are generally small relative to the size of the overall contract and because most contracts are for two years or less, the impact of not recognizing installation fees over the contract is immaterial. Blue Collar: 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. 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, 2021 and December 31, 2020. Software support services (including software upgrades) are billed in real time, on the first of the month. Web design service revenues are recognized upon completion of specific projects. Revenue is booked in the month the services are rendered and payments are due on the final day of the month. There are usually no contract revenues that are deferred until services are performed. TPT MedTech: Medical Testing Revenue TPT MedTech operates in the Point of Care Testing (“POCT”) market by primarily offering mobile medical testing facilities and software equipped for mobile devices to monitor and manage personalized healthcare. Services used from our mobile medical testing facilities are billing through credit cards at the time of service. Revenue is generated from our software platform as users sign up for our mobile healthcare monitor and management application and tests are performed. If medical testing is in one our own owned facilities, the usage of the software application is included in the testing fees. If the testing is in a non-owned outside contracted facility, fees are generated from the usage of the software application on a per test basis and billed monthly. TPT MedTech also offers two products. One is to build and sell its mobile testing facilities called QuikLABs designed for mobile testing. This is used by TPT MedTech for its own testing services. The other is a sanitizing unit called SANIQuik which is used as a safe and flexible way to sanitize providing an additional routine to hand washing and facial coverings. The SANIQuik has not yet been approved for sale in the United States but has in some parts of the European community. Revenues from these products are recognized when a product is delivered, the sales transaction considered closed and accepted by a customer. Deferred revenue at September 30, 2021 and December 31, 2020 are zero and zero, respectively. There are no financing terms or variable transaction prices for either of these products. Copperhead Digital: ISP and Telecom Revenue Copperhead Digital operated as a regional internet and telecom services provider operating in Arizona under the trade name Trucom. Although there are currently no customers and it will take capital to reopen this revenue stream, Copperhead Digital operated as a wireless telecommunications Internet Service Provider (“ISP”) facilitating both residential and commercial accounts. Copperhead Digital’s primary business model was subscription based, pre-paid monthly reoccurring revenues, from wireless delivered, high-speed internet connections. In addition, the company resold third-party satellite and DSL internet and IP telephony services. Revenue generated from sales of telecommunications services was recognized as the transaction with the customer is considered closed and the customer received and accepted the services that were the result of the transaction. There are no financing terms or variable transaction prices. Due date was detailed on monthly invoices distributed to customer. Services billed monthly in advance were deferred to the proper period as needed. Deferred revenue was contract liabilities for cash received before performance obligations for monthly services are satisfied. Certain of its products required specialized installation and equipment. For telecom products that included installation, if the installation met the criteria to be considered a separate element, product revenue was recognized upon delivery, and installation revenue was recognized when the installation was complete. The Installation Technician collected the signed quote containing terms and conditions when installing the site equipment at customer premises. Revenue for installation services and equipment was billed separately from recurring ISP and telecom services and was recognized when equipment was delivered, and installation was completed. Revenue from ISP and telecom services was recognized monthly over the contractual period, or as services were rendered and accepted by the customer. The overwhelming majority of revenue was recognized when transactions occurred. Since installation fees were generally small relative to the size of the overall contract and because most contracts were for a year or less, the impact of not recognizing installation fees over the contract was immaterial. K Telecom: 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. Aire Fitness: Revenue from Manufacture of Mobile Units Aire Fitness is focused on custom designing, manufacturing, and selling high-end turnkey outdoor fitness studios and mobile medical testing labs. Aire Fitness has contracted with YMCAs, Parks and Recreation departments, Universities and Country Clubs which are currently using its mobile gyms. Revenue is dependent on the customer specifics and recognized when the product or mobile unit is delivered, the sales transaction considered closed and accepted by a customer. Deferred revenue at September 30, 2021 and December 31, 2020 are $41,000 and $48,973, respectively. There are no financing terms for these products. | 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, 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 years ended December 31, 2020 and 2019 came from the following sources disaggregated by services and products, which sources are explained in detail below. For the year ended December 31, 2020 For the year ended December 31, 2019 TPT SpeedConnect $ 9,958,770 $ 8,002,875 Blue Collar 1,051,120 1,941,955 San Diego Media 14,405 23,683 TPT MedTech 30,484 - Copperhead Digital - 189,511 Other - 749 Total Services Revenues $ 11,054,779 $ 10,158,772 K Telecom – Product Revenue 39,391 53,605 Total Revenue $ 11,094,170 $ 10,212,377 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 for TPT SpeedConnect at December 31, 2020 and 2019 are $292,847 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. 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. 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, 2020 and 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. TPT MedTech: Medical Testing Revenue TPT MedTech operates in the Point of Care Testing (“POCT”) market by primarily offering mobile medical testing facilities and software equipped for mobile devices to monitor and manage personalized healthcare. Services used from our mobile medical testing facilities are billing through credit cards at the time of service. Revenue is generated from our software platform as users sign up for our mobile healthcare monitor and management application and tests are performed. If medical testing is in one our own owned facility, the usage of the software application is included in the testing fees. If the testing is in a non-owned outside contracted facility, fees are generated from the usage of the software application on a per test basis and billed monthly. TPT MedTech also offers two products. One is to build and sell its mobile testing facilities called QuikLABs designed for mobile testing. This is used by TPT MedTech for its own testing services. The other is a sanitizing unit called SANIQuik which is used as a safe and flexible way to sanitize providing an additional routine to hand washing and facial coverings. The SANIQuik has not yet been approved for sale in the United States but has in some parts of the European community. Revenues from these products are recognized when a product is delivered, the sales transaction considered closed and accepted by a customer. There are no financing terms or variable transaction prices for either of these products. Copperhead Digital: ISP and Telecom Revenue Copperhead Digital operated as a regional internet and telecom services provider operating in Arizona under the trade name Trucom. Although there are currently no customers and it will take capital to reopen this revenue stream, Copperhead Digital operated as a wireless telecommunications Internet Service Provider (“ISP”) facilitating both residential and commercial accounts. Copperhead Digital’s primary business model was subscription based, pre-paid monthly reoccurring revenues, from wireless delivered, high-speed internet connections. In addition, the company resold third-party satellite and DSL internet and IP telephony services. Revenue generated from sales of telecommunications services was recognized as the transaction with the customer is considered closed and the customer received and accepted the services that were the result of the transaction. There are no financing terms or variable transaction prices. Due date was detailed on monthly invoices distributed to customer. Services billed monthly in advance were deferred to the proper period as needed. Deferred revenue was contract liabilities for cash received before performance obligations for monthly services are satisfied. Certain of its products required specialized installation and equipment. For telecom products that included installation, if the installation met the criteria to be considered a separate element, product revenue was recognized upon delivery, and installation revenue was recognized when the installation was complete. The Installation Technician collected the signed quote containing terms and conditions when installing the site equipment at customer premises. Revenue for installation services and equipment was billed separately from recurring ISP and telecom services and was recognized when equipment was delivered, and installation was completed. Revenue from ISP and telecom services was recognized monthly over the contractual period, or as services were rendered and accepted by the customer. The overwhelming majority of revenue was recognized when transactions occurred. Since installation fees were generally small relative to the size of the overall contract and because most contracts were for a year or less, the impact of not recognizing installation fees over the contract was immaterial. K Telecom: 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. |
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, 2020 and 2019. | |
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, 2020 and 2019, the allowance for uncollectible accounts receivable was $762,815 and $881,676, 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. | |
Goodwill | 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, we recorded impairment charges of $853,366 and $70,995 of goodwill during the years ended December 31, 2020 and 2019, respectively. | |
Intangible Assets | Our intangible assets consist primarily of customer relationships, developed technology, favorable leases, trademarks and the film library. The majority of our intangible assets were recorded in connection with our various business combinations. Our intangible assets are recorded at fair value at the time of their acquisition. 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. | |
Long-Lived Assets | We periodically review the carrying amount of our depreciable long-lived assets for impairment which include property and equipment and intangible assets. An asset is considered impaired when estimated future cash flows are less than the carrying amount of the asset. In the event the carrying amount of such asset is not considered recoverable, the asset is adjusted to its fair value. Fair value is generally determined based on discounted future cash flow. As of December 31, 2020, we adjusted the net book value to zero for the net book value of the equipment of Copperhead Digital as it became doubtful with no customers that the estimated future cash flows would recover the net book value. We recorded impairment expenses of $1,849,630 and $878,877, respectively, for the years ended December 31, 2020 and 2019. | |
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, 2021, the Company had shares that were potentially common stock equivalents as follows: Convertible Promissory Notes 247,518,177 Series A Preferred Stock (1) 1,327,317,125 Series B Preferred Stock 2,588,693 Series D Preferred Stock (2) 10,711,596 Stock Options and Warrants 3,333,333 1,591,468,923 ___________ (3) 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. (4) Holders of the Series D Preferred Stock may decide after 12 months to convert to common stock 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00. There is also an automatic conversion of the Series D Preferred Stock without consent of holders upon any national exchange listing approval and the registration effectiveness of common stock underlying the conversion rights. The automatic conversion to common from Series D Preferred shall be 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00. | The Company computes net income (loss) per share in accordance with ASC 260, “Earning per Share”“. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholder (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As of December 31, 2020 and 2019, the Company had shares that were potentially common stock equivalents as follows: 2020 2019 Convertible Promissory Notes 175,316,748 1,506,387,647 Series A Preferred Stock (1) 1,243,987,624 199,728,891 Series B Preferred Stock 2,588,693 2,588,693 Stock Options and warrants 4,333,333 6,333,333 1,426,226,398 1,715,038,564 (1) Holder of the Series A Preferred Stock which is Stephen J. Thomas, is guaranteed 60% of the then outstanding common stock upon conversion. The Company would have to authorize additional shares for this to occur as only 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. As of December 31, 2020 and 2019, two customer accounts receivable balances were 78% and 91%, respectively, of our aggregate accounts receivable from revenues. | |
Financial Instruments and Fair Value of Financial Instruments | Our primary financial instruments at September 30, 2021 and December 31, 2020 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, 2021 are the following: Derivative Instrument Fair Value Fair value of Auctus Convertible Promissory Note $ 6,504,717 Fair value of EMA Financial Convertible Promissory Note 1,715,983 Fair value of Warrants issued with the derivative instruments 35,609 $ 8,256,309 | Financial Instruments and Fair Value of Financial Instruments Our primary financial instruments at December 31, 2020 and 2019 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 We consider our derivative financial instruments as Level 3. The balances for our derivative financial instruments as of December 31, 2020 are the following: Derivative Instrument Fair Value Fair value of Auctus Convertible Promissory Note $ 4,227,656 Fair value of EMA Financial Convertible Promissory Note 1,001,780 Fair value of Warrants issued with the derivative instruments 35,703 $ 5,265,139 |
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 zero for the years ended December 31, 2020 and 2019, 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 2019 that were either (i) not afforded equity classification, (ii) embody risks not clearly and closely related to host contracts, or (iii) may be net-cash settled by the counterparty. As required by ASC 815, in certain instances, these instruments are required to be carried as derivative liabilities, at fair value, in our financial statements. The Company estimates the fair values of derivative financial instruments using the Monte Carlo model. Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates (such as volatility, estimated life and interest rates) that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques are highly volatile and sensitive to changes in the trading market price of our common stock, which has a high-historical volatility. Since derivative financial instruments are initially and subsequently carried at fair values, the Company’s operating results will reflect the volatility in these estimate and assumption changes. The Company issued convertible promissory notes which are convertible into common stock, at holders’ option, at a discount to the market price of the Company’s common stock. The Company has identified the embedded derivatives related to these notes relating to certain anti-dilutive (reset) provisions. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of debenture and to fair value as of each subsequent reporting date. As of December 31, 2020, the Company marked to market the fair value of the debt derivatives and determined a fair value of $5,265,139 ($5,229,436 from the convertible notes and $35,703 from the warrants) in Note 6. The Company recorded a gain from change in fair value of debt derivatives of $1,140,323 for the year ended December 31, 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 190.9% to 350.8%, (3) weighted average risk-free interest rate of 0.09% to 0.12% (4) expected life of 0.25 to 1.4 years, and (5) the quoted market price of $0.03 for the Company’s common stock. | |
Recently Adopted Accounting Pronouncements | In August 2020, the FASB issued ASU 2020-06, "Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815 - 40)" ("ASU 2020-06"). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity's own equity. The ASU is part of the FASB's simplification initiative, which aims to reduce unnecessary complexity in U.S. GAAP. The ASU's amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years, with early adoption permissible for fiscal years beginning after December 15, 2020. The Company early adopted ASU 2060-06 on January 1, 2021, which had no material impact on its financial statements. Management has reviewed recently issued accounting pronouncements and have determined there are not any that would have a material impact on the condensed consolidated financial statements. | 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. 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. |
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 nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. These condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements for the year ended December 31, 2020. The condensed consolidated balance sheet as of September 30, 2021, has been derived from the consolidated financial statements at that date, but does not include all of the information and footnotes required by GAAP. Our condensed consolidated financial statements include the accounts of K Telecom and Global, Copperhead Digital, SDM, Blue Collar, TPT SpeedConnect, TPT Federal, TPT MedTech, InnovaQor, Quiklab 1, QuikLAB 2, QuikLAB 3, QuikLAB 4, Aire Fitness and TPT Global Tech Asia Limited. The consolidated financial statements also give effects to non-controlling interests of the QuikLABs of 20%, Aire Fitness of 25%, TPT Global Tech Asia Limited of 22% and InnovaQor of 6%, where appropriate. All intercompany accounts and transactions have been eliminated in consolidation. | |
Reclassifications | Certain accounts in the prior year condensed consolidated statement of operations have been reclassified for comparative purposes to conform with the presentation in the current year financial statements. There was no effect on Net loss before income taxes from these reclassifications. |
DESCRIPTION OF BUSINESS AND S_3
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Disaggregation of revenue | For the nine months ended September 30, 2021 For the nine months ended September 30, 2020 TPT SpeedConnect $ 5,867,005 $ 7,683,928 Blue Collar 1,241,060 877,607 TPT MedTech 479,967 7,706 San Diego Media and other 7,032 10,822 Aire Fitness 205,263 4,000 Total Services Revenue $ 7,800,326 $ 8,584,063 K Telecom-Product Revenue 10,630 35,291 Total Revenue $ 7,810,956 $ 8,619,354 | For the year ended December 31, 2020 For the year ended December 31, 2019 TPT SpeedConnect $ 9,958,770 $ 8,002,875 Blue Collar 1,051,120 1,941,955 San Diego Media 14,405 23,683 TPT MedTech 30,484 - Copperhead Digital - 189,511 Other - 749 Total Services Revenues $ 11,054,779 $ 10,158,772 K Telecom – Product Revenue 39,391 53,605 Total Revenue $ 11,094,170 $ 10,212,377 |
Potentially dilutive securities | 2020 2019 Convertible Promissory Notes 175,316,748 1,506,387,647 Series A Preferred Stock (1) 1,243,987,624 199,728,891 Series B Preferred Stock 2,588,693 2,588,693 Stock Options and warrants 4,333,333 6,333,333 1,426,226,398 1,715,038,564 | |
Derivative financial instruments | Derivative Instrument Fair Value Fair value of Auctus Convertible Promissory Note $ 6,504,717 Fair value of EMA Financial Convertible Promissory Note 1,715,983 Fair value of Warrants issued with the derivative instruments 35,609 $ 8,256,309 | Derivative Instrument Fair Value Fair value of Auctus Convertible Promissory Note $ 4,227,656 Fair value of EMA Financial Convertible Promissory Note 1,001,780 Fair value of Warrants issued with the derivative instruments 35,703 $ 5,265,139 |
Schedule of common sock equivqlents | Convertible Promissory Notes 247,518,177 Series A Preferred Stock (1) 1,327,317,125 Series B Preferred Stock 2,588,693 Series D Preferred Stock (2) 10,711,596 Stock Options and Warrants 3,333,333 1,591,468,923 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Purchase price allocation | Consideration given at fair value: Note payable, net of discount $ 340,000 Accounts payable 157,252 Non-controlling interest 113,333 $ 610,585 Assets acquired at fair value: Cash $ 460 Accounts receivable 39,034 $ 39,494 Goodwill $ 571,091 | 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 | |
Fitness Container L L C [Member] | ||
Purchase price allocation | Consideration given at fair value: Note payable, net of discount $ 340,000 Accounts payable 157,252 Non-controlling interest 113,333 $ 610,585 Assets acquired at fair value: Cash $ 460 Accounts receivable 39,034 $ 39,494 Goodwill $ 571,091 | |
Proforma results | 2020 2019 Revenue $ 11,191,709 $ 11,630,775 Cost of Sales 7,270,166 6,513,624 Gross Profit $ 3,921,543 $ 5,117,151 Expenses (12,305,652 ) 7,844,692 ) Other income (expense) 85,071 (10,875,850 ) Net Loss $ (8,299,039 ) $ (13,603,991 ) Loss per share $ 0.01 ) $ 0.10 ) | |
DBA Aire Fitness | ||
Purchase price allocation | ||
Proforma results |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
PROPERTY AND EQUIPMENT | ||
Property and equipment | 2021 2020 Property and equipment: Telecommunications fiber and equipment $ 2,673,295 $ 2,530,167 Film production equipment 369,903 369,903 Medical equipment 209,499 133,329 Office furniture and equipment 86,899 86,899 Leasehold improvements 18,679 18,679 Total property and equipment 3,358,275 3,138,977 Accumulated depreciation (1,473,725 ) (993,380 ) Property and equipment, net $ 1,884,550 $ 2,145,597 | 2020 2019 Property and equipment: Telecommunications fiber and equipment $ 2,530,167 $ 5,203,000 Film production equipment 369,903 369,903 Medical equipment 133,329 -- Office furniture and equipment 86,899 85,485 Leasehold improvements 18,679 18,679 Total Property ad equipment 3,138,977 5,677,067 Accumulated depreciation (993,380 ) (1,253,919 ) Property and equipment, net $ 2,145,597 $ 4,423,148 |
DEBT FINANCING ARRANGEMENTS (Ta
DEBT FINANCING ARRANGEMENTS (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
DEBT FINANCING ARRANGEMENTS (Tables) | ||
Debt financing arrangements | 2021 2020 Loans and advances (1) $ 1,891,842 $ 2,517,200 Convertible notes payable (2) 1,711,098 1,711,098 Factoring agreements (3) 926,744 635,130 Debt – third party $ 4,529,684 $ 4,863,428 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 7,423,334 Convertible debt – related party (6) 922,181 922,481 Shareholder debt (7) 104,249 93,072 Debt – related party $ 11,519,820 $ 11,482,277 Total financing arrangements $ 16,049,504 $ 16,345,705 Less current portion: Loans, advances and factoring agreements – third party $ (1,788,186 ) $ (2,308,753 ) Convertible notes payable third party (1,711,098 ) (1,711,098 Debt – related party, net of discount (10,597,639 ) (10,559,796 ) Convertible notes payable– related party (922,181 ) (922,481 ) (15,019,104 ) (15,502,128 ) Total long term debt $ 1,030,400 $ 843,577 | 2020 2019 Loans and advances (1) $ 2,517,200 $ 1,121,640 Convertible notes payable (2) 1,711,098 2,101,649 Factoring agreements (3) 635,130 223,618 Debt – third party $ 4,863,428 $ 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) 7,423,334 5,950,000 Convertible debt – related party (6) 922,481 922,881 Shareholder debt (7) 93,072 303,688 Debt – related party $ 11,482,277 $ 10,219,959 Total financing arrangements $ 16,345,705 $ 13,666,866 Less current portion: Loans, advances and factoring agreements – third party $ (2,308,753 ) $ (344,758 ) Convertible notes payable third party (1,711,098 ) (2,101,649 Debt – related party, net of discount (10,559,796 ) (9,297,078 ) Convertible notes payable– related party (922,481 ) (534,381 ) (15,502,128 ) (12,277,866 ) Total long term debt $ 843,577 $ 1,389,000 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
INCOME TAXES | |
Income tax expense (benefit) | Current: 2020 2019 Federal State and local $ — $ — Total Current $ — $ — Deferred: Federal State and local benefit $ (1,705,046 ) $ (2,945,915 ) Net operating loss, net of state tax effect (60,546 ) (107,011 ) Meals and entertainment 4,459 4,506 Stock based expenses 87,706 124,124 Impairment 567,629 199,473 Amortization 153,497 182,411 Derivative expense 239,468 - Other - 61,472 Change in allowance 712,833 2,480,939 Total Benefit $ — $ — |
Income tax rate reconciliation | 2020 2019 Income tax at Federal statutory rate 21 % 21 % Change in valuation allowance (21 )% (21 )% 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): 2020 2019 Valuation allowance $ — $ — Total current deferred tax asset (liability) $ — $ — Noncurrent deferred tax assets (liabilities): Derivative (gain) expense $ 1,330,683 $ 1,570,151 Intangible assets amortization 956,355 802,857 Net operating loss carry forwards 2,752,287 2,140,224 Stock base compensation 1,743,527 1,655,821 Other 99,034 — Less; Valuation allowance $ (6,881,886 ) $ (6,169,052 ) Total noncurrent deferred tax asset (liability) — — Total deferred tax asset (liability) $ — $ — |
DERIVATIVE FINANCIAL INSTRUME_2
DERIVATIVE FINANCIAL INSTRUMENTS (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
DERIVATIVE FINANCIAL INSTRUMENTS | ||
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 (1,286,762 ) Change in fair value of derivative liabilities at end of period – derivative expense (1,140,323 ) Balance, December 31, 2020 $ 5,265,139 | |
Changes in fair value of Company's Level 3 financial liabilities | Debt Derivative Liabilities Balance, December 31, 2019 $ 8,836,514 Change in derivative liabilities from conversion of notes payable (1,144,290 ) Change in derivative liabilities from the Odyssey conversion to a term loan (1,286,762 ) Change in fair value of derivative liabilities for the period – derivative gain (1,140,323 ) Balance, December 31, 2020 $ 5,265,139 Initial fair value of derivative liabilities during the period 77,897 Reclassification of certain derivative liabilities (185,108 ) Change in fair value of derivative liabilities for period – derivative expense 3,098,381 Balance, September 30, 2021 $ 8,256,309 |
STOCKHOLDERS' DEFICIT (Tables)
STOCKHOLDERS' DEFICIT (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Stockholders Equity Abstract | ||
Subscription payable | Unissued shares for conversion of debt 14,667 Unissued shares for TPT MedTech consulting agreements 300,000 Unissued shares for TPT consulting agreements 4,150,000 Shares receivable under terminated acquisition agreement (3,096,181 ) Net commitment (1,368,486 ) | |
Stock option activity | Options Outstanding Vested Vesting Period Exercise Price Outstanding and Exercisable Expiration Date December 31, 2019 3,000,000 3,000,000 12 to 18 months $ 0.10 3-1-20 to 3-21-21 Expired (2,000,000 ) December 31, 2020 1,000,000 1,000,000 12 months $ 0.10 3-21-21 Expired (1,000,000 ) September 30, 2021 — — — — — | 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 ) December 31, 2020 1,000,000 1,000,000 12 months $ 0.10 3-21-21 |
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, 2021 | Dec. 31, 2020 | |
COMMITMENTS AND CONTINGENCIES | ||
Accounts payable and accrued expenses | Accounts payable: 2021 2020 Related parties (1) $ 1,464,811 $ 1,339,352 General operating 5,543,746 3,965,135 Accrued interest on debt (2) 1,896,674 1,328,939 Credit card balances 169,454 173,972 Accrued payroll and other expenses 320,481 296,590 Taxes and fees payable 642,640 641,012 Unfavorable lease liability 30,303 121,140 Total $ 10,068,109 $ 7,866,140 | Accounts payable: 2020 2019 Related parties (1) $ 1,339,352 $ 1,141,213 General operating 3,965,135 3,342,952 Accrued interest on debt (2) 1,328,939 793,470 Credit card balances 173,972 183,279 Accrued payroll and other expenses 296,590 207,108 Taxes and fees payable 641,012 633,357 Unfavorable lease liability 121,140 242,256 Total $ 7,866,140 $ 6,543,635 |
Future minimum lease payments | 2021 $ 2,790,694 2022 1,545,075 2023 1,002,903 2024 668,474 2025 354,398 Thereafter 93,242 Total operating lease liabilities 6,454,785 Amount representing interest (899,111 ) Total net present value $ 5,555,674 2021 $ 864,025 2022 10,780 2023 - 2024 - 2025 - Thereafter - Total financing lease liabilities 874,805 Amount representing interest (35,233 ) Total future payments (1)(2) $ 839,572 | |
Shares to be issued | Convertible Promissory Notes 175,316,748 Series A Preferred Stock (1) 1,243,987,624 Series B Preferred Stock 2,588,693 Stock Options and warrants 4,333,333 1,426,226,398 | |
Maturity of lease liabilities | 2021 $ 2,523,086 2022 1,910,485 2023 1,370,092 2024 1,044,693 2025 703,343 Thereafter 209,872 Total operating lease liabilities 7,761,571 Amount representing interest (925,152 ) Total net present value $ 6,836,419 2021 $ 864,025 2022 44,836 2023 — 2024 — 2025 — Thereafter — Total financing lease liabilities 908,861 Amount representing interest (40,274 ) Total future payments (1)(2) $ 868,587 | |
Stock Contingencies | Convertible Promissory Notes 247,518,177 Series A Preferred Stock (1) 1,327,317,125 Series B Preferred Stock 2,588,693 Series D Preferred Stock (2) 10,711,596 Stock Options and Warrants 3,333,333 1,591,468,923 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
GOODWILL AND INTANGIBLE ASSETS | ||
Goodwill and intangible assets | Gross carrying amount (1) Accumulated Amortization Net Book Value Useful Life Customer Base $ 938,000 $ (284,712 ) $ 653,288 3-10 Developed Technology 4,595,600 (1,999,943 ) 2,595,657 9 Film Library 957,000 (231,250 ) 725,750 11 Trademarks and Tradenames 132,000 (35,437 ) 96,563 12 Favorable leases 95,000 (76,320 ) 18,680 3 Other 76,798 (5,760 ) 71,038 10 6,794,398 (2,633,422 ) 4,160,976 Goodwill $ 768,091 $ — $ 768,091 Gross carrying amount Accumulated Amortization Net Book Value Useful Life Customer Base $ 938,000 (207,771 ) $ 730,229 3-10 Developed Technology 4,595,600 (1,616,975 ) 2,978,625 9 Film Library 957,000 (177,100 ) 779,900 11 Trademarks and Tradenames 132,000 (26,731 ) 105,269 12 Favorable leases 95,000 (50,880 ) 44,120 3 Other 76,798 — 76,798 Total intangible assets, net $ 6,794,398 (2,079,457 ) $ 4,714,941 Goodwill $ 768,091 — $ 768,091 — | December 31, 2020 Gross carrying amount Accumulated Amortization Net Book Value Useful Life Customer Base $ 938,000 (207,771 ) $ 730,229 3-10 Developed Technology 4,595,600 (1,616,975 ) 2,978,625 9 Film Library 957,000 (177,100 ) 779,900 11 Trademarks and Tradenames 132,000 (26,731 ) 105,269 12 Favorable leases 95,000 (50,880 ) 44,120 3 Other 76,798 --- 76,798 Total intangible assets, net $ 6,794,398 (2,079,457 ) $ 4,714,941 Goodwill $ 768,091 — $ 768,091 — 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 Total intangible assets, net $ 6,976,800 (2,707,717 ) $ 5,369,083 Goodwill $ 1,050,366 — $ 1,050,366 - |
Amortization of intangible assets | 2021 $ 207,009 2022 730,059 2023 719,859 2024 719,859 2025 719,859 Thereafter 1,064,331 $ 4,160,976 | 2021 $ 753,779 2022 730,059 2023 719,859 2024 719,859 2025 719,859 Thereafter 1,071,526 $ 4,714,941 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Summary of segment information | 2021 TPT SpeedConnect Blue Collar TPT Corporate and other Total Revenue $ 1,816,781 529,606 22,859 150,180 $ 2,519,426 Cost of sales $ (1,363,272 ) (472,299 ) (21,296 ) (78,923 ) $ (1,935,790 ) Net income (loss) $ (121,318 ) (22,897 ) (153,792 ) (4,420,289 ) $ (4,718,296 ) Total assets $ 6,817,103 1,122,838 466,291 3,362,516 $ 11,768,748 Depreciation and amortization $ (154,000 ) (27,834 ) (25,239 ) (138,223 ) $ (345,296 ) Derivative expense $ - - - (3,472,930 ) $ (3,472,930 ) Interest expense $ (476,925 ) (8,854 ) - (191,204 ) $ (676,983 ) 2020 TPT SpeedConnect Blue Collar Corporate and other Total Revenue $ 2,419,442 $ 351,515 $ 15,653 $ 2,786,610 Cost of revenue $ (1,648,683 ) $ (130,130 ) $ (46,610 ) $ (1,825,423 ) Net income (loss) $ 138,181 $ 71,567 $ (2,594,790 ) $ (2,385,042 ) Total assets $ 7,371,051 $ 559,912 $ 8,029,082 $ 15,960,045 Depreciation and amortization $ (150,434 ) $ (18,556 ) $ (277,428 ) $ (446,418 ) Derivative gin $ - $ - $ 223,229 $ 223,229 Interest expense $ (55,047 ) $ (8,528 ) $ (184,583 ) $ (248,158 ) 2021 TPT SpeedConnect Blue Collar TPT MedTech and QuikLABS Corporate and Other Total Revenue $ 5,867,005 $ 1,241,060 $ 479,967 $ 222,924 $ 7,810,956 Cost of sales $ (4,502,016 ) $ (808,129 ) $ (787,504 ) $ (189,436 ) $ (6,287,085 ) Net income (loss) $ (721,373 ) $ $8,009 $ (1,205,060 ) $ (6,753,395 ) $ (8,671,819 ) Total assets $ 6,817,103 $ 1,122,838 $ 466,291 $ 3,362,516 $ 11,768,748 Depreciation and amortization $ (455,640 ) $ (83,502 ) $ (25,239 ) $ (469,928 ) $ (1,034,309 ) Derivative expense $ - $ - $ - $ (3,098,381 ) $ (3,098,381 ) Interest expense $ (812,859 ) $ (23,197 ) $ - $ (641,049 ) $ (1,477,105 ) 2020 TPT SpeedConnect 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 ) $ (5,587,196 ) $ (4,881,030 ) Total assets $ 7,371,051 $ 559,912 $ 8,029,082 $ 15,960,045 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 ) | 2020 TPT SpeedConnect Blue Collar TPT MedTech and QuikLABS Corporate and other Total Revenue $ 9,958,770 1,051,120 30,484 53,796 $ 11,094,170 Cost of revenue $ (6,367,474 ) (437,936 ) (68,884 ) (319,199 ) $ (7,193,493 ) Net income (loss) $ 983,673 (166,110 ) (747,485 ) (8,189,346 ) $ (8,119,268 ) Total assets $ 7,010,444 370,554 11,850 5,443,840 $ 12,836,688 Depreciation and amortization $ (531,254 ) (111,336 ) (3,583 ) (1,139,470 ) $ (1,785,643 ) Impairment of long lived assets and goodwill $ - (853,366 ) - (1,849,630 ) $ (2,702,996 ) Derivative gain (expense) $ - - - 1,140,323 $ 1,140,323 Interest expense $ (242,693 ) (36,507 ) (800 ) (1,251,733 ) $ (1,531,733 ) 2019 TPT SpeedConnect Blue Collar TPT MedTech and QuikLABS 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 ) Impairment of long lived assets and goodwill $ - - - (949,872 ) $ (949,872 ) Derivative expense $ - - - (7,476,908 ) $ (7,476,908 ) Interest expense $ - (119,359 ) - (3,461,661 ) $ (3,581,020 ) |
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, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Total Services Revenue | $ 7,800,326 | $ 8,584,063 | $ 11,054,779 | $ 10,158,772 | ||
Total Revenue | $ 2,519,426 | $ 2,786,610 | 7,810,956 | 8,619,354 | 11,094,170 | 10,212,377 |
Other | ||||||
Total Revenue | 0 | 749 | ||||
TPT SpeedConnect | ||||||
Total Revenue | 1,816,781 | 2,419,442 | 5,867,005 | 7,683,928 | 9,958,770 | 8,002,875 |
Blue Collar | ||||||
Total Revenue | $ 529,606 | $ 351,515 | 1,241,060 | 877,607 | 1,051,120 | 1,941,955 |
TPT MedTech | ||||||
Total Revenue | 479,967 | 7,706 | 30,484 | 0 | ||
San Diego Media | ||||||
Total Revenue | 7,032 | 10,822 | 14,405 | 23,683 | ||
Aire Fitness | ||||||
Total Revenue | 205,263 | 4,000 | ||||
K Telecom | ||||||
Total Revenue | $ 10,630 | $ 28,091 | 39,391 | 53,605 | ||
Copperhead Digital | ||||||
Total Revenue | $ 0 | $ 189,511 |
DESCRIPTION OF BUSINESS AND S_5
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - shares | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Potentially dilutive securities | 1,591,468,923 | 1,591,468,923 | 1,426,226,398 | 1,715,038,564 |
Stock Options and Warrants [Member] | ||||
Potentially dilutive securities | 3,333,333 | 3,333,333 | 4,333,333 | 6,333,333 |
Series A Preferred Stock | ||||
Potentially dilutive securities | 1,327,317,125 | 1,327,317,125 | 1,243,987,624 | 199,728,891 |
Series B Preferred Stock | ||||
Potentially dilutive securities | 2,588,693 | 2,588,693 | 2,588,693 | 2,588,693 |
Series D Preferred Stock | ||||
Potentially dilutive securities | 10,711,596 | 10,711,596 | ||
Convertible Promissory Notes [Member] | ||||
Potentially dilutive securities | 247,518,177 | 175,316,748 | 1,506,387,647 |
DESCRIPTION OF BUSINESS AND S_6
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Fair value of derivative instrument | $ 8,256,309 | $ 5,265,139 |
Auctus Convertible Promissory Notes | ||
Fair value of derivative instrument | 6,504,717 | 4,227,656 |
EMA Financial Convertible Promissory Notes | ||
Fair value of derivative instrument | 1,715,983 | 1,001,780 |
Warrants Issued with the Derivative Instruments | ||
Fair value of derivative instrument | $ 35,609 | $ 35,703 |
DESCRIPTION OF BUSINESS AND S_7
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 15, 2020 | Feb. 28, 2015 | |
Preferred stock, authorized | 1,000,000,000 | 100,000,000 | 100,000,000 | ||
Cash equivalents | $ 0 | $ 0 | |||
Allowance for uncollectible accounts receivable | 881,676 | ||||
Impairment of goodwill | 853,366 | 70,995 | |||
Impairment of intangible assets | $ 1,849,630 | $ 878,877 | |||
Estimated useful life | 20 years | ||||
Ally Pharma | |||||
Common stock issued | 110,000,000 | ||||
Ownership percentage | 80.00% | ||||
Computers and Office Equipment | |||||
Estimated useful life | 3 years | ||||
Telecommunications Network | |||||
Estimated useful life | 5 years | ||||
Telecommunications Equipment | Maximum One [Member] | |||||
Estimated useful life | 10 years | ||||
Telecommunications Equipment | Minumum One [Member] | |||||
Estimated useful life | 7 years | ||||
Two Customers | Accounts Receivable | |||||
Concentration risk | 78.00% | 91.00% | |||
Series A Preferred Stock | |||||
Preferred stock, authorized | 1,000,000 | 1,000,000 | 1,000,000 | 100,000,000 | |
Percentage of common stock conversion | 60.00% | ||||
Common stock issued | 1,000,000 | 1,000,000 | 1,000,000 | ||
Series D Preferred Stock | |||||
Preferred stock, authorized | 10,000,000 | 20,000,000 | 20,000,000 | 100,000,000 | |
Percentage of common stock conversion | 75.00% | ||||
Common stock issued | 46,649 | 0 | 0 | ||
Price per share | $ 5 | ||||
TPT SpeedConnect | |||||
Deferred revenue | $ 286,788 | $ 292,847 | $ 305,741 | ||
TPT MedTech | |||||
Deferred revenue | 0 | 0 | |||
Aire Fitness | |||||
Deferred revenue | $ 41,000 | $ 48,973 |
ACQUISITIONS (Details)
ACQUISITIONS (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Note payable | $ 0 | $ 1,894,964 | |
Consideration Received: | |||
Goodwill | $ 768,091 | 768,091 | 1,050,366 |
DBA Aire Fitness | |||
Note payable | 340,000 | ||
Consideration Received: | |||
Goodwill | 571,091 | ||
Assets | |||
Promissory note | 157,252 | ||
Total consideration value | 610,585 | ||
Cash | 460 | ||
Total assets acquired | 39,494 | ||
Non-controlling interest | 113,333 | ||
Accounts receivable | 39,034 | ||
SpeedConnect Asset Acquisition | |||
Consideration Received: | |||
Goodwill | 197,000 | ||
Assets | |||
Cash paid | 1,000,000 | ||
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 | ||
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 | ||
The Fitness Container, LLC | |||
Note payable | 340,000 | $ 0 | $ 1,894,964 |
Consideration Received: | |||
Goodwill | 571,091 | ||
Assets | |||
Cash | 460 | ||
Non-controlling interest | 113,333 | ||
Accounts receivable | 39,034 | ||
Accounts payable | 157,252 | ||
Accounts receivable other | $ 39,034 |
ACQUISITIONS (Details 1)
ACQUISITIONS (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
DBA Aire Fitness | ||
Revenue | $ 11,191,709 | $ 11,630,775 |
Cost of sales | 7,270,166 | 6,513,624 |
Gross profit | 3,921,543 | 5,117,151 |
Expenses | (12,305,652) | (7,844,692) |
Net income (loss) | (8,299,039) | (13,603,991) |
Other income (expense) | $ 85,071 | $ (10,875,850) |
Loss per share | $ (0.01) | $ (0.10) |
SpeedConnect Asset Acquisition | ||
Revenue | $ 8,002,875 | |
Cost of sales | 4,826,475 | |
Gross profit | 3,176,400 | |
Expenses | (1,999,221) | |
Interest expense | 0 | |
Income taxes | 0 | |
Net income (loss) | $ 1,177,179 |
ACQUISITIONS (Details Narrative
ACQUISITIONS (Details Narratives) | Jun. 02, 2020USD ($)shares | Mar. 06, 2020USD ($)shares | May 07, 2019USD ($) | Sep. 30, 2020USD ($) | Aug. 06, 2020USD ($) | Aug. 01, 2020USD ($)shares | Apr. 30, 2019USD ($) | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)shares | Mar. 30, 2021shares | Feb. 01, 2021USD ($) | Jun. 01, 2020USD ($)$ / shares | Apr. 03, 2019USD ($)integer |
Promissory note payables | $ 2,000 | $ 2,000 | |||||||||||||||
Revenue from operation | 2,519,426 | $ 2,786,610 | 7,810,956 | $ 8,619,354 | $ 11,094,170 | $ 10,212,377 | |||||||||||
Net loss | $ (4,718,296) | (1,385,042) | $ (8,671,819) | (4,881,030) | $ (8,119,268) | $ (14,028,165) | |||||||||||
common shares outstanding | shares | 908,029,038 | 908,029,038 | 865,564,371 | 177,629,939 | |||||||||||||
Note payable | $ 500,000 | ||||||||||||||||
Non-controlling interest | $ 1,896,674 | $ 1,896,674 | $ 1,328,939 | $ 793,470 | |||||||||||||
Liabilities under license agreement | 38,807,443 | 38,807,443 | 32,836,215 | $ 30,850,885 | |||||||||||||
Southern Plains Oil Corp | |||||||||||||||||
Preferred stock valued | 350,000 | 350,000 | |||||||||||||||
Note payable | $ 350,000 | $ 350,000 | |||||||||||||||
Non-controlling interest | $ 219,058 | 219,058 | 219,058 | ||||||||||||||
Liabilities under license agreement | 3,500,000 | $ 3,500,000 | $ 3,500,000 | ||||||||||||||
Expenses | $ 3,500,000 | ||||||||||||||||
SpeedConnect Asset Acquisition | |||||||||||||||||
Promissory note payables | $ 1,000,000 | ||||||||||||||||
Acquire assets under the agreement | $ 2,000,000 | ||||||||||||||||
Deposit required for agreement | $ 500,000 | ||||||||||||||||
Additional payment required to close the agreement | $ 500,000 | ||||||||||||||||
Promissory note rate of interest percenatge | 10.00% | ||||||||||||||||
Promissory note first installment | $ 500,000 | ||||||||||||||||
First installment payable in days | integer | 30 | ||||||||||||||||
Second installment payable in days | integer | 60 | ||||||||||||||||
Promissory note forgave amount | $ 250,000 | ||||||||||||||||
Payment to acquire business gross | $ 1,000,000 | ||||||||||||||||
The Fitness Container, LLC | |||||||||||||||||
TPT owns description | TPT owns 75% is a California LLC founded in 2014 focused on custom designing, manufacturing | ||||||||||||||||
Common stock shares acquired | shares | 500,000 | ||||||||||||||||
Common stock shares price per share | $ / shares | $ 1 | $ 1 | $ 1 | $ 1 | |||||||||||||
Common stock shares issued | shares | 500,000 | ||||||||||||||||
Promissory note payables | $ 500,000 | $ 500,000 | $ 500,000 | ||||||||||||||
Gross profit Royalty from sales percentage | 10.00% | 10.00% | |||||||||||||||
Ownership interest percentage rate | 75.00% | ||||||||||||||||
Annual employment plus customary employee benefits | $ 120,000 | $ 120,000 | |||||||||||||||
Revenue from operation | 205,263 | ||||||||||||||||
Net loss | $ 68,258 | ||||||||||||||||
Expenses related to payroll | $ 56,300 | ||||||||||||||||
EPIC Reference Labs Inc Acquisition | |||||||||||||||||
Deposit required for agreement | $ 25,000 | ||||||||||||||||
Minimum payment amount for each month | 25,000 | ||||||||||||||||
Payment to acquire business gross | $ 750,000 | ||||||||||||||||
Percentage of payment amount for each month | 20.00% | ||||||||||||||||
First payment amount accounted as deposit | $ 25,000 | ||||||||||||||||
Laboratory equipment and lease deposit | $ 100,000 | ||||||||||||||||
Ownership percentage | 100.00% | ||||||||||||||||
Expenses | $ 19,000 | $ 25,000 | |||||||||||||||
Rennova Acquisition Agreement | |||||||||||||||||
Common stock shares acquired | shares | 2,500,000 | ||||||||||||||||
Preference shares to be converted to common shares | shares | 5,000,000 | ||||||||||||||||
Direct ownership of shares | shares | 3,500,000 | ||||||||||||||||
Ownership of additional preference shares with certain conversion rights and restrictions | shares | 17,500,000 | ||||||||||||||||
Bridge Internet Acquisition | |||||||||||||||||
Common stock shares acquired | shares | 8,000,000 | ||||||||||||||||
Common stock shares issued | shares | 4,000,000 | ||||||||||||||||
Ownership percentage | 75.00% | ||||||||||||||||
Common stock shares vested | shares | 4,000,000 | ||||||||||||||||
Marketing funds | $ 3,000,000 | ||||||||||||||||
Marketing fund per quarter | $ 200,000 | ||||||||||||||||
Remaining ownership percentage | 25 | ||||||||||||||||
Innova Qor Merger with Southern Plains | |||||||||||||||||
Common stock shares acquired | shares | 6,000,000 | ||||||||||||||||
common shares outstanding | shares | 6,400,667 | ||||||||||||||||
Preferred stock valued | $ 350,000 | ||||||||||||||||
Note payable | $ 350,000 | ||||||||||||||||
issuance shares of common stock cancelled | shares | 6,000,000 | ||||||||||||||||
Non controlling interest rate | 6 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrativee) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||
May 28, 2021 | Feb. 28, 2021 | Apr. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stock based compensation | $ 5,378,277 | $ 13,091,764 | |||||
Net loss | $ 8,671,819 | $ 4,881,030 | 8,119,268 | 14,028,165 | |||
Sale of stock, number of hares issued | 843,746 | ||||||
Acquisition of property and equipment | 219,298 | 429,886 | 424,560 | 103,515 | |||
Net cash used in operating activities | (320,999) | (216,685) | (489,573) | (328,251) | |||
Net cash provided by financing activities | 773,387 | 724,356 | 817,608 | 1,390,538 | |||
Net cash provided by (used in) investing activities | (219,298) | (429,886) | (500,898) | (901,901) | |||
Purchase of intangibles | 76,798 | 76,798 | |||||
Working capital debt issues | 2,174,000 | ||||||
Impairment of goodwill and long lived assets | 4,456,370 | 3,126,979 | |||||
Net increase in assets and liabilities | 1,537,366 | 2,251,418 | 608,150 | ||||
Proceeds from sale of Series D Preferred Stock shares | 233,244 | 610,502 | |||||
proceeds from convertible notes, loans and advances | 1,961,685 | 1,311,800 | 1,753,204 | 2,613,047 | |||
Payment on convertible loans, advances and factoring agreements | 2,024,497 | 818,978 | 1,169,330 | 2,613,047 | |||
Payments on convertible notes and amounts payable - related parties | (5,827) | $ 130,349 | $ 212,256 | $ 1,440,139 | |||
Stimulus offerings | $ 680,500 | $ 722,200 | |||||
Forgiveness of the original stimulus | $ 722,200 | $ 722,200 | |||||
Common Stock Purchase Agreement [Member] | |||||||
Effectiveness of registration | $ 5,000,000 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Property, plant and equipment, gross | $ 3,358,275 | $ 3,138,977 | $ 5,677,067 |
Accumulated depreciation | (1,473,725) | (993,380) | (1,253,919) |
Property and equipment, net | 1,884,550 | 2,145,597 | 4,423,148 |
Telecommunications Fiber and Equipment | |||
Property, plant and equipment, gross | 2,673,295 | 2,530,167 | 5,203,000 |
Film Production Equipment | |||
Property, plant and equipment, gross | 369,903 | 369,903 | 369,903 |
Office Furniture and Equipment | |||
Property, plant and equipment, gross | 209,499 | 133,329 | |
Medical Equipment | |||
Property, plant and equipment, gross | 86,899 | 86,899 | 85,485 |
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, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
PROPERTY AND EQUIPMENT | ||||||
Depreciation expense | $ 160,641 | $ 263,683 | $ 480,344 | $ 781,050 | $ 1,054,702 | $ 591,069 |
Estimated useful life | 20 years |
DEBT FINANCING ARRANGEMENTS (De
DEBT FINANCING ARRANGEMENTS (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
DEBT FINANCING ARRANGEMENTS (Tables) | |||
Loans, advances and factoring agreements | $ 1,891,842 | $ 2,517,200 | $ 1,121,640 |
Convertible notes payable | 1,711,098 | 1,711,098 | 2,101,649 |
Factoring agreements | 926,744 | 635,130 | 223,618 |
Debt - third party | 4,529,684 | 4,863,428 | 3,446,907 |
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 | 7,423,334 | 5,950,000 |
Convertible debt - related party | 922,181 | 922,481 | 922,881 |
Shareholder debt | 104,249 | 93,072 | 303,688 |
Debt - related party | 11,519,820 | 11,482,277 | 10,219,959 |
Total financing arrangements | 16,049,504 | 16,345,705 | 13,666,866 |
Less current liabilities: | |||
Loans, advances and agreements - third party | 1,788,186 | 2,308,753 | 344,758 |
Convertible notes payable, third party | (1,711,098) | (1,711,098) | (2,101,649) |
Debt - related party, net of discount | (10,597,639) | (10,559,796) | (9,297,078) |
Convertible notes payable - related party | (922,181) | (922,481) | (534,381) |
Total | (15,019,104) | (15,502,128) | (12,277,866) |
Total long term debt | $ 1,030,400 | $ 843,577 | $ 1,389,000 |
DEBT FINANCING ARRANGEMENTS (_2
DEBT FINANCING ARRANGEMENTS (Details Narrativee) - USD ($) | Jun. 14, 2021 | Feb. 02, 2021 | Dec. 10, 2020 | Nov. 13, 2020 | Sep. 02, 2020 | May 06, 2020 | May 08, 2019 | Jul. 23, 2021 | Jun. 28, 2021 | Jul. 31, 2020 | Jun. 30, 2020 | Feb. 21, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Feb. 01, 2021 | Aug. 22, 2019 | Jun. 30, 2019 | May 15, 2019 | Apr. 12, 2019 | Mar. 15, 2019 |
Line of Credit balance | $ 40,000 | ||||||||||||||||||||||||
Financing arrangements agreed to exchange debt and accrued interest | $ 4,700,000 | ||||||||||||||||||||||||
Private Placement of Series D Preferred Stock | 12,000,000 | ||||||||||||||||||||||||
Private Placement of Shares for raising funds | $ 12,000,000 | ||||||||||||||||||||||||
Adjustable interest rate description | Line of Credit which bears interest at adjustable rates, 1 month Libor plus 2%, 2.08% | ||||||||||||||||||||||||
Stock options | 8,000 | 136,400 | 537,200 | ||||||||||||||||||||||
Factoring Agreement outstanding balance | $ 101,244 | 101,244 | |||||||||||||||||||||||
Promissory note included as part of consideration | $ 4,000,000 | ||||||||||||||||||||||||
Proceeds from interest on debt | $ 2,000,000 | ||||||||||||||||||||||||
Promissory note | $ 1,600,000 | $ 1,000,000 | |||||||||||||||||||||||
Promissory note non-interest bearing | $ 1,000,000 | ||||||||||||||||||||||||
Effective interest rate | 75.00% | 3.00% | 12.00% | ||||||||||||||||||||||
Note payable | $ 500,000 | ||||||||||||||||||||||||
Convertible promissory note | $ 10,000 | $ 250,000 | |||||||||||||||||||||||
Convertible into common stock per share | $ 1 | ||||||||||||||||||||||||
SDM balance | 182,381 | ||||||||||||||||||||||||
Convertible promissory notes related party | 537,200 | ||||||||||||||||||||||||
Factoring Agreement description | The balance to be purchased and sold is $299,800 for which the Company received $190,000, net of fees. Under the Lendora Factoring Agreement, the Company is to pay $18,737.5 per week for 16 weeks at an effective interest rate of approximately 36% annually | ||||||||||||||||||||||||
Lendora Consolidation Agreement description | Agreement and amounted to $1,522,984 for which the Company had outstanding balances totaling $967,496. Payments under this Lendora Consolidation Agreement supercedes all other factoring agreement payments and includes $ 31,728.85 per week, at an effective interest rate of approximately 36% annually, for 48 weeks | ||||||||||||||||||||||||
Interest rate description | bear 6% annual interest (12% default interest rate) | ||||||||||||||||||||||||
Cash due to prior owners of the technology acquired | $ 350,000 | ||||||||||||||||||||||||
Convertible Promissory Note | 1,711,098 | 1,711,098 | $ 2,101,649 | ||||||||||||||||||||||
Balance to be purchased and sold | $ 2,400 | 293,707 | |||||||||||||||||||||||
Common stock reserved to pay off line of credit | 2,000 | ||||||||||||||||||||||||
Convertible loans | $ 1,961,685 | $ 1,311,800 | $ 1,753,204 | 2,613,047 | |||||||||||||||||||||
TPT MedTech [Member] | |||||||||||||||||||||||||
Note payable | $ 350,000 | ||||||||||||||||||||||||
Interest rate | 10.00% | ||||||||||||||||||||||||
Purchase of Series A Preferred shares | 500,000 | ||||||||||||||||||||||||
Purchase price | $ 350,000 | ||||||||||||||||||||||||
Registration of common shares | 7,500,000 | ||||||||||||||||||||||||
PPP [Member] | |||||||||||||||||||||||||
Bank loan | $ 680,500 | ||||||||||||||||||||||||
Samson Factoring Agreement [Member] | |||||||||||||||||||||||||
Effective interest rate | 36.00% | ||||||||||||||||||||||||
Balance to be purchased and sold | $ 162,500 | ||||||||||||||||||||||||
Received, net of fees | 118,625 | ||||||||||||||||||||||||
Payment per week | $ 8,125 | ||||||||||||||||||||||||
Duration of weekly payment | 20 weeks | ||||||||||||||||||||||||
QFS Factoring Agreement [Member] | |||||||||||||||||||||||||
Effective interest rate | 36.00% | ||||||||||||||||||||||||
Balance to be purchased and sold | $ 976,918 | ||||||||||||||||||||||||
Received, net of fees | 696,781 | ||||||||||||||||||||||||
Payment per week | $ 23,087 | ||||||||||||||||||||||||
Duration of weekly payment | 42 weeks | ||||||||||||||||||||||||
QFS Factoring Agreement [Member] | Transaction One [Member] | |||||||||||||||||||||||||
Payment per week | $ 29,860 | ||||||||||||||||||||||||
Duration of weekly payment | 20 weeks | ||||||||||||||||||||||||
QFS Factoring Agreement [Member] | Transaction Two [Member] | |||||||||||||||||||||||||
Payment per week | $ 21,978 | ||||||||||||||||||||||||
Duration of weekly payment | 4 weeks | ||||||||||||||||||||||||
QFS Factoring Agreement [Member] | Transaction Three [Member] | |||||||||||||||||||||||||
Payment per week | $ 11,669 | ||||||||||||||||||||||||
Duration of weekly payment | last week | ||||||||||||||||||||||||
NewCo Factoring Agreements [Member] | |||||||||||||||||||||||||
Effective interest rate | 36.00% | ||||||||||||||||||||||||
Balance to be purchased and sold | $ 199,500 | ||||||||||||||||||||||||
Received, net of fees | 144,750 | ||||||||||||||||||||||||
Payment per week | $ 5,542 | ||||||||||||||||||||||||
Duration of weekly payment | 36 weeks | ||||||||||||||||||||||||
NewCo Factoring Agreement #3 [Member] | |||||||||||||||||||||||||
Effective interest rate | 36.00% | ||||||||||||||||||||||||
Balance to be purchased and sold | $ 133,000 | ||||||||||||||||||||||||
Received, net of fees | 100,000 | ||||||||||||||||||||||||
Payment per week | $ 3,695 | ||||||||||||||||||||||||
Duration of weekly payment | 36 weeks | ||||||||||||||||||||||||
Copperhead Digital Shareholders [Member] | |||||||||||||||||||||||||
Line of Credit bears variable interest rate | 2.00% | ||||||||||||||||||||||||
LIBOR rate | 2.08% | ||||||||||||||||||||||||
Common stock reserved to pay off line of credit | 1,000,000 | ||||||||||||||||||||||||
Balance line of credit | $ 2,597,790 | ||||||||||||||||||||||||
Shareholders loanedto company | 445,600 | ||||||||||||||||||||||||
Stock options value | 85,120 | ||||||||||||||||||||||||
Convertible loans | $ 136,400 | $ 537,200 | |||||||||||||||||||||||
2019 Factoring agreement [Member] | |||||||||||||||||||||||||
Factoring Agreement description | 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 | ||||||||||||||||||||||||
2020 Factoring Agreement [Member] | |||||||||||||||||||||||||
Factoring Agreement description | 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 | ||||||||||||||||||||||||
2020 NewCo Factoring Agreement [Member] | |||||||||||||||||||||||||
Factoring Agreement description | The balance to be purchased and sold is $326,400 for which the Company received $232,800, net of fees. Under the 2020 NewCo Factoring Agreement, the Company was to pay $11,658 per week for 28 weeks at an effective interest rate of approximately 36% annually | ||||||||||||||||||||||||
Blue Collar | |||||||||||||||||||||||||
Line of Credit balance | $ 270,500 | ||||||||||||||||||||||||
Adjustable interest rate description | bears interest at Prime plus 1.125%, 4.38% | ||||||||||||||||||||||||
May 28, 2019 [Member] | |||||||||||||||||||||||||
Adjustable interest rate description | bears interest at Prime plus 6%, 9.25% | ||||||||||||||||||||||||
Bank loan | $ 360,000 | ||||||||||||||||||||||||
February 14, 2020 [Member] | |||||||||||||||||||||||||
Secured Promissory Note | $ 90,000 | ||||||||||||||||||||||||
Interest rate | 10.00% | ||||||||||||||||||||||||
Repaymebt of debt | $ 1,000 | $ 9,000 | |||||||||||||||||||||||
Odyssey Capital Funding, LLC [Member] | June 8, 2019 [Member] | |||||||||||||||||||||||||
Interest rate description | bearing simple interest on the unpaid balance of 0% for the first three months and then 10% per annum thereafter | ||||||||||||||||||||||||
Debt instrument converted amount, interest | $ 135,000 | ||||||||||||||||||||||||
Debt instrument converted amount, principal | $ 475,850 | ||||||||||||||||||||||||
Odyssey Capital Funding, LLC [Member] | June 4, 2019 [Member] | |||||||||||||||||||||||||
Adjustable interest rate description | interest at the rate of 12% ( 24% default) | ||||||||||||||||||||||||
Debt instrument converted amount, interest | $ 4,116 | ||||||||||||||||||||||||
Debt instrument converted amount, principal | 49,150 | ||||||||||||||||||||||||
Convertible Promissory Note | $ 525,000 | ||||||||||||||||||||||||
Conversion price description | 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 | ||||||||||||||||||||||||
Convertible Promissory Note repayment description | The Odyssey Convertible Promissory Note could be prepaid in full at 125% to 145% up to 180 days from origination | ||||||||||||||||||||||||
Debt instrument converted amount shares issued | 52,961,921 | ||||||||||||||||||||||||
EMA [Member] | June 11, 2019 [Member] | |||||||||||||||||||||||||
Interest rate description | interest at the rate of 12% (principal amount increases 200% and interest rate increases to 24% under default) | ||||||||||||||||||||||||
Debt instrument converted amount, principal | $ 35,366 | ||||||||||||||||||||||||
Convertible Promissory Note | $ 600,000 | $ 53,000 | $ 58,000 | ||||||||||||||||||||||
Conversion price description | 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. | ||||||||||||||||||||||||
Convertible Promissory Note repayment description | The EMA Convertible Promissory Note may be prepaid in full at 135% to 150% up to 180 days from origination | ||||||||||||||||||||||||
Debt instrument converted amount shares issued | 147,700,000 | ||||||||||||||||||||||||
Warrants issued | 1,000,000 | ||||||||||||||||||||||||
JSJ [Member] | June 6, 2019 [Member] | |||||||||||||||||||||||||
Debt instrument converted amount, principal | $ 43,680 | ||||||||||||||||||||||||
Convertible Promissory Note | $ 112,000 | ||||||||||||||||||||||||
Conversion price description | 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 | ||||||||||||||||||||||||
Convertible Promissory Note repayment description | The JSJ Convertible Promissory Note may be prepaid in full at 135% to 150% up to 180 days from origination | ||||||||||||||||||||||||
Debt instrument converted amount shares issued | 18,500,000 | ||||||||||||||||||||||||
Warrants issued | 333,333 | ||||||||||||||||||||||||
Interest rate | 12.00% | ||||||||||||||||||||||||
Repaymebt of debt | $ 6,666 | ||||||||||||||||||||||||
Repayment of premium and accrued interest. | $ 97,000 | ||||||||||||||||||||||||
Two related parties [Member] | |||||||||||||||||||||||||
Convertible Promissory Note | $ 62,000 | ||||||||||||||||||||||||
Former officer [Member] | |||||||||||||||||||||||||
Convertible Promissory Note | $ 5,000 | ||||||||||||||||||||||||
Geneva Roth [Member] | |||||||||||||||||||||||||
Interest rate description | interest at the rate of 12% (principal amount increases 150%-200% and interest rate increases to 24% under default) | ||||||||||||||||||||||||
Debt instrument converted amount, interest | $ 8,680 | ||||||||||||||||||||||||
Debt instrument converted amount, principal | $ 244,000 | ||||||||||||||||||||||||
Convertible Promissory Note | $ 43,000 | $ 53,000 | $ 58,000 | $ 65,000 | $ 68,000 | ||||||||||||||||||||
Conversion price description | 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 | ||||||||||||||||||||||||
Convertible Promissory Note repayment description | 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 | ||||||||||||||||||||||||
Debt instrument converted amount shares issued | 125,446,546 | ||||||||||||||||||||||||
Repayment of premium and accrued interest. | $ 63,284 | ||||||||||||||||||||||||
Auctus [Member] | March 25, 2019 [Member] | |||||||||||||||||||||||||
Interest rate description | interest at the rate of 12% (24% default) | ||||||||||||||||||||||||
Debt instrument converted amount, interest | $ 142,004 | ||||||||||||||||||||||||
Debt instrument converted amount, principal | 33,180 | ||||||||||||||||||||||||
Convertible Promissory Note | $ 600,000 | ||||||||||||||||||||||||
Conversion price description | 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 | ||||||||||||||||||||||||
Convertible Promissory Note repayment description | The Auctus Convertible Promissory Note could be prepaid in full at 135% to 150% up to 180 days from origination | ||||||||||||||||||||||||
Debt instrument converted amount shares issued | 376,000,000 | ||||||||||||||||||||||||
Warrants issued | 2,000,000 | ||||||||||||||||||||||||
Settlement agreement description | the Company and Auctus entered into a settlement agreement dated October 13, 2021 whereby the Company would pay $763,231.97 and allow Auctus to exercise its right to exercise 15,000,000 warrants to purchase 15,000,000 shares of common stock. Auctus agreed to limit the sale of common shares of the Company to 2,000,000 during each respective calendar week. |
DERIVATIVE FINANCIAL INSTRUME_3
DERIVATIVE FINANCIAL INSTRUMENTS (Details) - Level 3 - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Derivative liability, beginning | $ 5,265,139 | $ 8,836,514 | $ 0 |
Change in derivative liability from conversion of notes payable | 0 | (1,144,290) | (407,654) |
Debt discount from initial derivative | 0 | 1,774,000 | |
Change in derivative liabilities from the Odyssey conversion to a term loan | 0 | (1,286,762) | 0 |
Change in derivative liability - derivative expense | 0 | (1,140,323) | |
Initial fair value of derivative liabilities | 77,897 | 0 | 2,601,631 |
Reclassification of certain derivative liabilities | (185,108) | 0 | |
Change in fair value of derivative liabilities at end of period | 3,098,381 | 0 | 4,868,537 |
Derivative liability, ending | $ 8,256,309 | $ 5,265,139 | $ 8,836,514 |
DERIVATIVE FINANCIAL INSTRUME_4
DERIVATIVE FINANCIAL INSTRUMENTS (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Dividend yield | 0.00% | |||
Minimum One [Member] | ||||
Quoted market price | $ 0.125 | |||
Expected volatility | 307.00% | |||
Maximum One [Member] | ||||
Quoted market price | $ 0.155 | |||
Expected volatility | 311.00% | |||
Warrants | ||||
Change in fair value of derivative liabilities | $ 35,609 | |||
Convertible Notes | ||||
Change in fair value of derivative liabilities | $ 8,220,700 | |||
Derivative Liabilities | ||||
Dividend yield | 0.00% | |||
Derivative Liabilities | Minimum One [Member] | ||||
Weighted average risk-free interest rate | 0.04% | |||
Expected life | 0.25 to 2.7 years | |||
Quoted market price | $ 0.027 | |||
Expected volatility | 291.30% | |||
Derivative Liabilities | Maximum One [Member] | ||||
Weighted average risk-free interest rate | 0.41% | |||
Expected life | 0.25 to 2.7 years | |||
Quoted market price | $ 0.027 | |||
Level 3 | ||||
Derivative liability | $ 8,256,309 | $ 5,265,139 | $ 8,836,514 | $ 0 |
Change in fair value of derivative liabilities | 8,256,309 | |||
Gain from change in fair value of debt derivatives | $ 3,098,381 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | ||||||
Federal state and local | $ 0 | $ 0 | ||||
Total current | 0 | 0 | ||||
Deferred: | ||||||
Federal State and local benefit | (1,705,046) | (2,945,915) | ||||
Net operating loss, net of state tax effect | (60,546) | (107,011) | ||||
Meals and entertainment | 4,459 | 4,506 | ||||
Stock based expenses | 87,706 | 124,124 | ||||
Impairment | 567,629 | 199,473 | ||||
Amortization | 153,497 | 182,411 | ||||
Derivative expense | 239,468 | 0 | ||||
Other | 0 | 61,472 | ||||
Change in allowance | 712,833 | 2,480,939 | ||||
Total benefit | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
INCOME TAXES | ||
Statutory rate | 21.00% | 21.00% |
Change in valuation allowance | (21.00%) | (21.00%) |
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, 2020 | Dec. 31, 2019 |
Current deferred tax assets (liabilities): | ||
Valuation allowance | $ 0 | $ 0 |
Total current deferred tax asset (liability) | 0 | 0 |
Noncurrent deferred tax assets (liabilities): | ||
Derivative (gain) expense | 1,330,683 | 1,570,151 |
Intangible assets amortization | 956,355 | 802,857 |
Net operating loss carry forwards | 2,752,287 | 2,140,224 |
Stock based compensation | 1,743,527 | 1,655,821 |
Other | 99,034 | 0 |
Less: valuation allowance | (6,881,886) | (6,169,052) |
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, 2020 | Dec. 31, 2019 |
INCOME TAXES | ||
Net operating loss carry forwards | $ 13,100,000 | $ 10,000,000 |
STOCKHOLDERS DEFICIT (Details)
STOCKHOLDERS DEFICIT (Details) | 12 Months Ended |
Dec. 31, 2020shares | |
Stockholders Equity Abstract | |
Unissued shares for conversion of debt | 14,667 |
Unissued shares for TPT MedTech consulting agreements | 300,000 |
Unissued shares for TPT consulting agreements | 4,150,000 |
Shares receivable under terminated acquisition agreement | (3,096,181) |
Net commitment | (1,368,486) |
STOCKHOLDERS DEFICIT (Details 1
STOCKHOLDERS DEFICIT (Details 1) - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Options outstanding, beginning | 1,000,000 | 3,000,000 | 3,093,120 |
Options expired | (1,000,000) | (2,000,000) | (93,120) |
Options outstanding, ending | 0 | 1,000,000 | 3,000,000 |
Options vested beginning | 1,000,000 | 3,000,000 | 1,954,230 |
Options vested ending | 0 | 1,000,000 | 3,000,000 |
Exercise price outstanding and exercisable, beginning | $ 0.10 | $ 0.10 | |
Exercise price expired | 0 | 0 | |
Exercise price outstanding and exercisable, ending | $ 0 | $ 0.10 | $ 0.10 |
Expiration date | Mar. 21, 2021 | Mar. 20, 2021 | |
Options expired, expiration date | Dec. 31, 2019 | ||
Minimum One [Member] | |||
Exercise price outstanding and exercisable, beginning | $ 0.05 | ||
Exercise price options expired | $ 0.05 | ||
Vesting period in months | 12 years | 12 years | 12 years |
Maximum One [Member] | |||
Exercise price outstanding and exercisable, beginning | $ 0.22 | ||
Expiration date | Mar. 21, 2021 | ||
Exercise price options expired | $ 0.22 | ||
Vesting period in months | 18 years | 18 years |
STOCKHOLDERS DEFICIT (Details 2
STOCKHOLDERS DEFICIT (Details 2) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Dividend yield | 0.00% | |
Expected life | 4 years 4 months 13 days | 2 years |
Minimum One [Member] | ||
Expected annual volatility | 307.00% | |
Discount rate | 2.20% | |
Estimated fair value of the Company's common stock | $ 0.125 | |
Maximum One [Member] | ||
Expected annual volatility | 311.00% | |
Discount rate | 2.30% | |
Estimated fair value of the Company's common stock | $ 0.155 |
STOCKHOLDERS DEFICIT (Details N
STOCKHOLDERS DEFICIT (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
May 28, 2021 | Dec. 29, 2020 | May 31, 2018 | Feb. 28, 2016 | Feb. 28, 2015 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 15, 2020 | |
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||
Common stock, authorized | 1,250,000,000 | 1,250,000,000 | 1,250,000,000 | 1,250,000,000 | 1,000,000,000 | |||||||
Common stock, issued | 908,029,038 | 865,564,371 | 908,029,038 | 865,564,371 | 177,629,939 | |||||||
Common stock, outstanding | 908,029,038 | 865,564,371 | 908,029,038 | 865,564,371 | 177,629,939 | |||||||
Average Daily Trading Volume percentage | 2.00% | |||||||||||
Beneficial ownership equity | 9.99% | |||||||||||
Purchase Agreement percentage | 85.00% | |||||||||||
Subscription receivable | $ (3,265) | $ (3,265) | ||||||||||
Common stock share acquisition | 3,096,181 | |||||||||||
Note payable | $ 2,000 | $ 2,000 | ||||||||||
Common stock offset | 7,100 | |||||||||||
Common shares forgiven | 16,667 | |||||||||||
Common stock reserved to pay off line of credit | 2,000 | |||||||||||
Expenses | $ 0 | $ 236,928 | ||||||||||
Preferred Stock , authorized | 1,000,000,000 | 100,000,000 | 1,000,000,000 | 100,000,000 | 100,000,000 | |||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||
Warrant expire | 4 years 4 months 13 days | 2 years | ||||||||||
Derivative liabilities | $ 8,256,309 | $ 5,265,139 | $ 8,256,309 | $ 5,265,139 | $ 8,836,514 | |||||||
Stock-based compensation related to the stock options | 0 | $ 0 | ||||||||||
Total derivative liabilities | 8,256,309 | 5,265,139 | $ 8,256,309 | $ 5,265,139 | ||||||||
Cumulative Annual Dividends rate | 0.00% | |||||||||||
Common stock shares issue for service value | 12,000,000 | $ 54,000 | ||||||||||
Settle outstanding legal fees | $ 3,500 | |||||||||||
Common Stock Reservations [Member] | ||||||||||||
Reserve common Stock shares | 1,000,000 | |||||||||||
Common stock shares for consideration | 20,000,000 | |||||||||||
Shares reserved for securities | 250,000,000 | |||||||||||
General treasury | 76,000,000 | |||||||||||
Warrants [Member] | ||||||||||||
Warrant expire | 5 years | |||||||||||
Derivative liabilities | 35,609 | $ 35,609 | ||||||||||
Total derivative liabilities | $ 8,256,309 | $ 8,256,309 | ||||||||||
Warrants outstanding | 3,333,333 | 3,333,333 | ||||||||||
Warrant purchase | 3,333,333 | |||||||||||
Warrant common shares | 3,333,333 | |||||||||||
TPT Strategic [Member] | ||||||||||||
Statement of operations | $ (11,987) | $ 17,066 | ||||||||||
Non-controlling interest ownership | 0.06% | |||||||||||
Non-controlling interest liabilities | $ 219,058 | $ 219,058 | ||||||||||
License agreement amount | $ 3,500,000 | |||||||||||
Non-controlling interests Description | the Company owns 94%, 75% and 78%, respectively. | |||||||||||
TPT MedTech [Member] | ||||||||||||
Restricted common stock shares | 4,450,000 | |||||||||||
Common stock fair value shares | 300,000 | |||||||||||
Statement of operations | $ 16,200 | |||||||||||
TPT MedTech common share | 4,150,000 | |||||||||||
TPT MedTech common share, amount | $ 275,975 | |||||||||||
CEO [Member] | ||||||||||||
Purchased Series D Preferred Share, amount | $ 183,244 | |||||||||||
Purchased Series D Preferred Share | 36,649 | |||||||||||
QuikLAB [Member] | ||||||||||||
Statement of operations | 13,925 | $ 54,148 | ||||||||||
Investment | 460,000 | $ 460,000 | ||||||||||
Owning percentage | 20.00% | |||||||||||
Ownership percentage | 80.00% | |||||||||||
QuikLAB 1 [Member] | ||||||||||||
Investment | 100,000 | $ 100,000 | ||||||||||
General John Wharton | ||||||||||||
Common stock shares issue for service | 3,000,000 | |||||||||||
Common stock shares issue for service value | $ 42,600 | |||||||||||
Mr. Littman | ||||||||||||
Common stock reserved to pay off line of credit | 7,500,000 | |||||||||||
Common stock shares issue for service | 6,214,667 | |||||||||||
Accounts payable | 185,107 | $ 185,107 | ||||||||||
Statement of operations expenses | 7,100 | $ 220,936 | ||||||||||
White Lion Capital LLC [Member] | Purchase Agreement [Member] | ||||||||||||
Common stock reserved to pay off line of credit | 29,000,000 | |||||||||||
Common Stock Purchase Agreement | $ 5,000,000 | |||||||||||
Aggregate purchase | $ 5,000,000 | |||||||||||
Received proceeds | $ 610,502 | |||||||||||
Arkady Shkolnik and Reginald Thomas [Member] | ||||||||||||
Restricted common stock shares | 5,000,000 | |||||||||||
Received | $ 25,000 | |||||||||||
Restricted common stock shares, amount | 692,500 | |||||||||||
Cash payment | 25,000 | |||||||||||
Accrued accounts payable | 290,500 | $ 290,500 | ||||||||||
Mr. Thomas | ||||||||||||
Preferred Stock , authorized | 1,000,000,000 | 1,000,000,000 | ||||||||||
Restricted common stock shares | 1,000,000 | |||||||||||
Received | $ 10,000 | |||||||||||
Restricted common stock shares, amount | 120,000 | |||||||||||
Cash payment | 10,000 | |||||||||||
Accrued accounts payable | $ 105,000 | 105,000 | ||||||||||
Michael A Littman Atty [Member] | ||||||||||||
Cash payment | $ 74,397 | |||||||||||
Common stock shares resale | 7,500,000 | |||||||||||
Settle outstanding legal fees | $ 74,397 | |||||||||||
InnovaQor Inc [Member] | ||||||||||||
Common stock shares resale | 7,500,000 | |||||||||||
Purchase outstanding shares | 500,000 | |||||||||||
Purchase outstanding shares amount | $ 350,000 | |||||||||||
Series A Preferred Stock | ||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Preferred Stock , authorized | 100,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | ||||||
Preferred Stock, issued | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | ||||||
Preferred Stock, outstanding | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | ||||||
Option per shares | $ 100 | |||||||||||
Compensation expense | $ 3,117,000 | |||||||||||
A Preferred Stock percentage | 60.00% | |||||||||||
A Preferred Stock percentage Two | 60.00% | |||||||||||
A Preferred Stock voting rights percentage | 80.00% | |||||||||||
Series B Preferred Stock | ||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||
Preferred Stock , authorized | 3,000,000 | 3,000,000 | 3,000,000 | 3,000,000 | 3,000,000 | 3,000,000 | ||||||
Preferred Stock, issued | 2,588,693 | 2,588,693 | 2,588,693 | 2,588,693 | 2,588,693 | 2,588,693 | ||||||
Preferred Stock, outstanding | 2,588,693 | 2,588,693 | 2,588,693 | 2,588,693 | 2,588,693 | 2,588,693 | ||||||
Preferred Stock share price | $ 2 | |||||||||||
Conversion price | 2 | |||||||||||
Series C Preferred Stock | ||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Preferred Stock , authorized | 3,000,000 | 3,000,000 | 3,000,000 | 3,000,000 | 3,000,000 | 3,000,000 | ||||||
Preferred Stock, issued | 0 | 0 | 0 | 0 | 0 | 0 | ||||||
Preferred Stock, outstanding | 0 | 0 | 0 | 0 | 0 | 0 | ||||||
Preferred Stock share price | $ 2 | |||||||||||
Conversion price | $ 0.15 | |||||||||||
Convertible notes payable | $ 678,500 | $ 678,500 | ||||||||||
Series D Preferred Stock | ||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||
Preferred Stock , authorized | 10,000,000 | 20,000,000 | 10,000,000 | 20,000,000 | 20,000,000 | 100,000,000 | ||||||
Preferred Stock, issued | 30,749 | 0 | 30,749 | 0 | 0 | 0 | ||||||
Preferred Stock, outstanding | 30,749 | 0 | 30,749 | 0 | 0 | 0 | ||||||
Purchased Series D Preferred Share, amount | $ 233,244 | |||||||||||
Purchased Series D Preferred Share | 46,649 | |||||||||||
Cumulative Annual Dividends rate | 6.00% | |||||||||||
Average market percentage | 80.00% | |||||||||||
Divided rate per share | $ 5 | |||||||||||
Accrued unpaid dividends rate per shares | $ 5 | |||||||||||
Financing arrangements amount | $ 4,700,000 | |||||||||||
Exchange shares | 940,800 | |||||||||||
Series D Preferred Stock Private Placement | $ 12,000,000 | |||||||||||
Rasing amount | 12,000,000 | |||||||||||
Series D Preferred Stock | Noteholder [Member] | ||||||||||||
Note payable | $ 4,700,000 | $ 4,700,000 | ||||||||||
Series A Preferred Stock | Mr. Littman | Purchase Agreement | ||||||||||||
Common stock reserved to pay off line of credit | 7,500,000 | |||||||||||
Preferred Stock, outstanding | 500,000 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
COMMITMENTS AND CONTINGENCIES | |||
Related parties | $ 1,464,811 | $ 1,339,352 | $ 1,141,213 |
General operating | 5,543,746 | 3,965,135 | 3,342,952 |
Accrued interest on debt | 1,896,674 | 1,328,939 | 793,470 |
Credit card balances | 169,454 | 173,972 | 183,279 |
Accrued payroll and other expenses | 320,481 | 296,590 | 207,108 |
Taxes and fees payable | 642,640 | 641,012 | 633,357 |
Unfavorable lease liability | 30,303 | 121,140 | 242,256 |
Total | $ 10,068,109 | $ 7,866,140 | $ 6,543,635 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Details 1) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Oct. 01, 2020 |
2021 | $ 2,523,086 | $ 2,790,694 | |
2022 | 1,910,485 | 1,545,075 | |
2023 | 1,370,092 | 1,002,903 | |
2024 | 1,044,693 | 668,474 | |
2025 | 703,343 | 354,398 | |
Thereafter | 209,872 | 93,242 | |
Total operating lease liabilities | 7,761,571 | 6,454,785 | $ 9,798 |
Amount representing interest | (925,152) | (899,111) | |
Total net present value | (6,836,419) | (5,555,674) | |
Finance Lease | |||
2021 | 864,025 | 864,025 | |
2022 | 44,836 | 10,780 | |
2023 | 0 | 0 | |
2024 | 0 | 0 | |
2025 | 0 | 0 | |
Thereafter | 0 | 0 | |
Total operating lease liabilities | 908,861 | 874,805 | |
Amount representing interest | (40,274) | (35,233) | |
Total net present value | $ (868,587) | $ (839,572) |
COMMITMENTS AND CONTINGENCIES_4
COMMITMENTS AND CONTINGENCIES (Details 2) - shares | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Potentially dilutive securities | 1,591,468,923 | 1,591,468,923 | 1,426,226,398 | 1,715,038,564 |
Convertible Promissory Notes | ||||
Potentially dilutive securities | 247,518,177 | 175,316,748 | ||
Stock Options and Warrants [Member] | ||||
Potentially dilutive securities | 3,333,333 | 3,333,333 | 4,333,333 | 6,333,333 |
Series A Preferred Stock | ||||
Potentially dilutive securities | 1,327,317,125 | 1,327,317,125 | 1,243,987,624 | 199,728,891 |
Series B Preferred Stock | ||||
Potentially dilutive securities | 2,588,693 | 2,588,693 | 2,588,693 | 2,588,693 |
Series D Preferred Stock | ||||
Potentially dilutive securities | 10,711,596 | 10,711,596 |
COMMITMENTS AND CONTINGENCIES_5
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | May 06, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Oct. 01, 2020 | Jun. 15, 2020 | Feb. 28, 2015 |
Operating lease liability | $ 6,836,419 | $ 5,555,674 | $ 6,836,419 | $ 5,555,674 | |||||||
Dismissal claim amount | $ 386,031 | ||||||||||
Payables | 600,000 | 600,000 | |||||||||
Operating lease right-of-use assets | 4,374,626 | 4,732,459 | 4,374,626 | 4,732,459 | $ 3,886,045 | ||||||
Termination of lease payment descriptions | Agreements with a third party that allows the Company to pay between $10,780 and $11,288 per month, including interest, starting between November 16, 2020 and February 22, 2021 for eleven months with a $1 value acquisition price at the termination of the leases. | ||||||||||
Cash paid for amounts included for the measurement of lease liabilities | 2,506,925 | ||||||||||
Annual salary | $ 250,000 | 250,000 | |||||||||
Cash paid | $ 792,010 | ||||||||||
Lease expense | 1,824,386 | 2,846,068 | |||||||||
Interest payment | $ 34,420 | 120,605 | 0 | 0 | |||||||
Acquisition price value | 1 | 1 | |||||||||
Litigation amount | 7,614,967 | ||||||||||
Negative outcome not expected more than amount | 593,120 | ||||||||||
Lease term descriptions | The operating lease agreement started October 1, 2020 and goes for three years at $9,798 per month. | ||||||||||
Rent and utility | $ 22,500 | 22,500 | |||||||||
Operating lease agreement amount per month for three years | 7,761,571 | 6,454,785 | 7,761,571 | 6,454,785 | $ 9,798 | ||||||
Related party current portion | 818,013 | $ 679,380 | $ 818,013 | $ 679,380 | 481,942 | ||||||
Weighted average discount rate | 10.00% | 10.00% | |||||||||
Operating agreement to lease colocation space term | 10 years | ||||||||||
Operating agreement amount | $ 7,140 | ||||||||||
Warrant expire | 4 years 4 months 13 days | 2 years | |||||||||
Customer liability | $ 338,725 | $ 338,725 | $ 338,725 | $ 338,725 | $ 338,725 | ||||||
Preferred Stock , authorized | 1,000,000,000 | 100,000,000 | 1,000,000,000 | 100,000,000 | 100,000,000 | ||||||
Back pay and benefits amount | $ 75,000 | ||||||||||
Attorney fees | $ 462,732 | $ 717,321 | $ 1,209,851 | 1,472,043 | 2,077,770 | $ 1,888,047 | |||||
Court costs | $ 3,500 | ||||||||||
interest rate percentage | 5 | ||||||||||
Collected billing amount | $ 338,725 | ||||||||||
Financing arrangements amount to exchange debt and accrued interest | $ 4,700,000 | ||||||||||
Private placement shares issued amount | 12,000,000 | $ 54,000 | |||||||||
Raising fund form 1-A Offering | $ 12,000,000 | ||||||||||
Aire Fitness | |||||||||||
Issuance of restricted common shares | 500,000 | 500,000 | |||||||||
Stock issued to non-controlling interest owners | 500,000 | 500,000 | |||||||||
EMA Financial, LLC | Securities Purchase Agreement | |||||||||||
Loss contingency | (743,491) | ||||||||||
Loss exposure claimed in excess | 650,975 | ||||||||||
SpeedConnect, LLC | Mr. Ogren | |||||||||||
Back pay and benefits | $ 334,908 | ||||||||||
Settlement agreement description | Mr. Ogren and the Company have agreed to a settlement whereby the Company would pay $120,000 within 14 days of a written agreement, which was paid in October 2021, with four monthly payments of $20,000 starting on December 5, 2021 through March 2, 2022. | ||||||||||
Mr. Serrett | |||||||||||
Court costs | $ 3,500 | ||||||||||
Loss contingency | 75,000 | ||||||||||
Back pay and benefits | $ 70,650 | ||||||||||
Default judgement date | May 15, 2018 | ||||||||||
Series A Preferred Stock | |||||||||||
Preferred Stock , authorized | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 100,000,000 | |||||
Percentage of common stock conversion | 60.00% | ||||||||||
Series D Preferred Stock | |||||||||||
Preferred Stock , authorized | 10,000,000 | 20,000,000 | 10,000,000 | 20,000,000 | 20,000,000 | 100,000,000 | |||||
Percentage of common stock conversion | 75.00% | ||||||||||
Proceeds from private placement | $ 12,000,000 | ||||||||||
Price per share | $ 5 | $ 5 | |||||||||
Mr Ogren | |||||||||||
Wages, interest, fees and costs | $ 354,178 | ||||||||||
Mr. Littman | |||||||||||
Shares issued | 7,500,000 | 7,500,000 | |||||||||
Mr. Thomas | |||||||||||
Preferred Stock , authorized | 1,000,000,000 | 1,000,000,000 | |||||||||
Rent and utility payments | $ 30,000 | $ 30,857 | |||||||||
Guaranteed percentage rate of outstanding common stock upon conversion | 60 | ||||||||||
Issuance of restricted common shares | 1,000,000 |
RELATED PARTY ACTIVITY (Details
RELATED PARTY ACTIVITY (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Aug. 31, 2018 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Due to related parties | $ 1,464,809 | $ 1,464,809 | $ 1,339,352 | $ 1,141,213 | |||
Due to management and shareholders | 84,555 | 84,555 | 93,072 | ||||
Revenue from operation | 2,519,426 | $ 2,786,610 | 7,810,956 | $ 8,619,354 | 11,094,170 | 10,212,377 | |
Accounts receivable outstanding | 881,676 | ||||||
Blue Collar | |||||||
Revenue from operation | 529,606 | $ 351,515 | 1,241,060 | $ 877,607 | 1,051,120 | 1,941,955 | |
Accounts receivable | 355 | 355 | |||||
Accounts receivable outstanding | $ 0 | $ 0 | 0 | $ 169,439 | |||
Mr. Reginald Thomas [Member] | |||||||
Amount received per quarter under agreement | $ 10,000 | $ 10,000 | |||||
Common stock shares restricted, shares | 1,000,000 | 1,000,000 | |||||
Fair value of restricted shares | $ 120,000 | $ 120,000 | |||||
Suspended amount | $ 10,000 | 10,000 | |||||
Cash received from the company | $ 88,922 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Gross carrying amount | $ 6,794,398 | $ 6,794,398 | $ 6,976,800 |
Accumulated amortization | 2,633,422 | 2,079,457 | 2,707,717 |
Net book value | 4,160,976 | 4,714,941 | 5,369,083 |
Goodwill | 768,091 | 768,091 | 1,050,366 |
Other | |||
Gross carrying amount | 76,798 | 76,798 | |
Accumulated amortization | 5,760 | 0 | |
Net book value | $ 71,038 | $ 76,798 | |
Useful life | 10 years | 0 years | |
Customer Base | |||
Gross carrying amount | $ 938,000 | $ 938,000 | 1,197,200 |
Accumulated amortization | 284,712 | 207,771 | 364,383 |
Net book value | $ 653,288 | $ 730,229 | $ 832,817 |
Customer Base | Minimum One [Member] | |||
Useful life | 3 years | 3 years | 3 years |
Customer Base | Maximum One [Member] | |||
Useful life | 10 years | 10 years | 10 years |
Developed Technology | |||
Gross carrying amount | $ 4,595,600 | $ 4,595,600 | $ 4,595,600 |
Accumulated amortization | 1,999,943 | 1,616,975 | 1,106,351 |
Net book value | $ 2,595,657 | $ 2,978,625 | $ 3,489,249 |
Useful life | 9 years | 9 years | 9 years |
Film Library | |||
Gross carrying amount | $ 957,000 | $ 957,000 | $ 957,000 |
Accumulated amortization | 231,250 | 177,100 | 104,900 |
Net book value | $ 725,750 | $ 779,900 | $ 852,100 |
Useful life | 11 years | 11 years | 11 years |
Trademarks and Tradenames | |||
Gross carrying amount | $ 132,000 | $ 132,000 | $ 132,000 |
Accumulated amortization | 35,437 | 26,731 | 15,123 |
Net book value | $ 96,563 | $ 105,269 | $ 116,877 |
Useful life | 12 years | 12 years | 12 years |
Favorable Leases | |||
Gross carrying amount | $ 95,000 | $ 95,000 | $ 95,000 |
Accumulated amortization | 76,320 | 50,880 | 16,960 |
Net book value | $ 18,680 | $ 44,120 | $ 78,040 |
Useful life | 3 years | 3 years | 3 years |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS (Details 1) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
GOODWILL AND INTANGIBLE ASSETS | |||
2021 | $ 207,009 | $ 753,779 | |
2022 | 730,059 | 730,059 | |
2023 | 719,859 | 719,859 | |
2024 | 719,859 | 719,859 | |
2025 | 719,859 | 719,859 | |
Thereafter | 1,064,331 | 1,071,526 | |
Net book value | $ 4,160,976 | $ 4,714,941 | $ 5,369,083 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Amortization expense | $ 184,655 | $ 182,735 | $ 553,965 | $ 548,205 | $ 730,940 | $ 868,622 |
Amortization | 730,940 | 868,622 | ||||
Goodwill | $ 768,091 | $ 768,091 | 768,091 | 1,050,366 | ||
Developed technology | 600,000 | |||||
Impairment expense | 1,849,630 | $ 878,877 | ||||
Blue Collar | ||||||
Impairment expense | 853,336 | |||||
Lion Phone | ||||||
Developed technology | 606,664 | |||||
Impairment expense | $ 910,000 |
SEGMENT REPORTING (Details)
SEGMENT REPORTING (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue from operation | $ 2,519,426 | $ 2,786,610 | $ 7,810,956 | $ 8,619,354 | $ 11,094,170 | $ 10,212,377 |
Cost of revenue | (1,935,790) | (1,825,423) | (6,287,085) | (5,563,100) | (7,193,493) | (5,912,001) |
Net loss | (4,718,296) | (1,385,042) | (8,671,819) | (4,881,030) | (8,119,268) | (14,028,165) |
Net income (loss) before non-controlling interests | (4,718,296) | (2,385,042) | (8,671,819) | (4,881,030) | ||
Total assets | 11,768,748 | 15,960,045 | 11,768,748 | 15,960,045 | 12,836,688 | 15,453,753 |
Depreciation and amortization | (345,296) | (446,418) | (1,034,309) | (1,329,255) | (1,785,643) | (1,459,691) |
Impairment of long lived assets and goodwill | (2,702,996) | (949,872) | ||||
Derivative gain (expense) | 1,140,323 | |||||
Derivative gain | 0 | 223,229 | 0 | 0 | ||
Interest expense | (676,983) | (248,158) | (1,477,105) | (1,082,259) | 1,531,733 | (3,581,020) |
Derivative expense | (3,472,930) | (3,098,381) | (176,790) | 1,140,323 | (7,476,908) | |
TPT MedTech [Member] | ||||||
Revenue from operation | 22,859 | 479,967 | 30,484 | 0 | ||
Cost of revenue | (21,296) | (787,504) | (68,884) | 0 | ||
Net loss | (747,485) | 0 | ||||
Net income (loss) before non-controlling interests | (153,792) | (1,205,060) | ||||
Total assets | 466,291 | 466,291 | 11,850 | 0 | ||
Depreciation and amortization | (25,239) | (25,239) | (3,583) | 0 | ||
Impairment of long lived assets and goodwill | 0 | 0 | ||||
Derivative gain (expense) | 0 | |||||
Interest expense | 0 | 0 | 800 | 0 | ||
Derivative expense | 0 | 0 | 0 | |||
Corporate and Other | ||||||
Revenue from operation | 150,180 | 15,653 | 222,924 | 57,819 | 53,796 | 267,547 |
Cost of revenue | (78,923) | (46,610) | (189,436) | (267,357) | (319,199) | (281,208) |
Net loss | (8,189,346) | (15,581,133) | ||||
Net income (loss) before non-controlling interests | (4,420,289) | (2,594,790) | (6,753,395) | (5,587,196) | ||
Total assets | 3,362,516 | 8,029,082 | 3,362,516 | 8,029,082 | 5,443,840 | 6,974,105 |
Depreciation and amortization | (138,223) | (277,428) | 3,362,516 | (855,331) | (1,139,470) | (1,156,679) |
Impairment of long lived assets and goodwill | (1,849,630) | (949,872) | ||||
Derivative gain (expense) | 1,140,323 | |||||
Derivative gain | 0 | 223,229 | 0 | 0 | ||
Interest expense | (191,204) | (184,583) | (641,049) | (918,587) | (1,251,733) | (3,461,661) |
Derivative expense | 3,472,930 | 0 | 3,098,381 | 176,790 | 7,476,908 | |
TPT SpeedConnect | ||||||
Revenue from operation | 1,816,781 | 2,419,442 | 5,867,005 | 7,683,928 | 9,958,770 | 8,002,875 |
Cost of revenue | (1,363,272) | (1,648,683) | (4,502,016) | (4,876,775) | (6,367,474) | (4,879,444) |
Net loss | 983,673 | 1,124,210 | ||||
Net income (loss) before non-controlling interests | (121,318) | 138,181 | (721,373) | 880,554 | ||
Total assets | 6,817,103 | 7,371,051 | 6,817,103 | 7,371,051 | 7,010,444 | 8,003,380 |
Depreciation and amortization | (154,000) | (150,434) | (455,640) | (390,422) | 531,254 | (282,449) |
Impairment of long lived assets and goodwill | 0 | 0 | ||||
Derivative gain (expense) | 0 | |||||
Interest expense | (476,925) | (55,047) | (812,859) | (135,500) | 242,693 | 0 |
Derivative expense | 0 | 0 | 0 | 0 | 0 | |
Blue Collar | ||||||
Revenue from operation | 529,606 | 351,515 | 1,241,060 | 877,607 | 1,051,120 | 1,941,955 |
Cost of revenue | (472,299) | (130,130) | (808,129) | (418,968) | (437,936) | (751,349) |
Net loss | (166,110) | 428,758 | ||||
Net income (loss) before non-controlling interests | (22,897) | 71,567 | 8,009 | (174,388) | ||
Total assets | 1,122,838 | 559,912 | 1,122,838 | 559,912 | 370,554 | 476,268 |
Depreciation and amortization | (27,834) | (18,556) | (83,502) | (83,502) | (111,336) | (20,563) |
Impairment of long lived assets and goodwill | (853,366) | 0 | ||||
Derivative gain (expense) | 0 | |||||
Interest expense | (8,854) | $ (8,528) | (23,197) | (28,172) | $ (36,507) | (119,359) |
Derivative expense | $ 0 | $ 0 | $ 0 | $ 0 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Nov. 10, 2021 | Oct. 06, 2021 | Apr. 06, 2021 | Feb. 28, 2021 | Apr. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 18, 2019 |
Restricted common shares granted to consultant as bonus for services rendered | 1,500,000 | ||||||||
Stimulus offerings benefit received | $ 680,500 | $ 722,200 | |||||||
Forgiveness of the original stimulus | $ 722,200 | $ 722,200 | |||||||
Restricted common shares granted to consultant as bonus for services rendered, value | $ 44,100 | ||||||||
Preferred Stock , authorized | 1,000,000,000 | 100,000,000 | 100,000,000 | ||||||
Preferred stock par value | $ 0.001 | $ 0.001 | |||||||
Mr. Littman | |||||||||
Shares issued | 7,500,000 | ||||||||
Investor [Member] | |||||||||
Principal amount | $ 600,000 | ||||||||
Subsequent Event | Series E Convertible Preferred Stock [Member] | |||||||||
Redemption rights description | 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%. | ||||||||
Preferred shares features description | (i) 6% Cumulative Annual Dividends payable on the purchase value in cash or common stock of the Company at the discretion of the Board and payment is also at the discretion of the Board, which may decide to cumulate to future years; (ii) Any time after 12 months from issuance an option to convert to common stock at the election of the holder @ 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00. ; (iii) Automatic conversion of the Series D Preferred Stock shall occur without consent of holders upon any national exchange listing approval and the registration effectiveness of common stock underlying the conversion rights. The automatic conversion to common from Series D Preferred sha,ll be @ 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00, which shall be post-reverse split as may be necessary for any Exchange listing (iv) Registration Rights – the Company has granted Piggyback Registration Rights for common stock underlying conversion rights in the event it files any other Registration Statement (other than an S-1 that the Company may file for certain conversion common shares for the convertible note financing that was arranged and funded in 2019). Further, the Company will file, and pursue to effectiveness, a Registration Statement or offering statement for common stock underlying the Automatic Conversion event triggered by an exchange listing. (v) Liquidation Rights - $5.00 per share plus any accrued unpaid dividends – subordinate to Series A, B, C and D Preferred Stock receiving full liquidation under the terms of such series | ||||||||
Preferred stock designated shares | 10,000,000 | ||||||||
Preferred Stock , authorized | 100,000,000 | ||||||||
Preferred stock par value | $ 0.001 | ||||||||
First Fire Global Opportunities Fund LLC [Member] | Securities Purchase Agreements [Member] | Subsequent Event | |||||||||
Convertible promissory notes | $ 2,174,000 | ||||||||
Interest rate | 10.00% | ||||||||
Percentages of original issue discount | 8.00% | ||||||||
Conversion price description | There is a mandatory conversion in the event a Nasdaq Listing prior to nine months from funding for which the Investors principal and interest balances will be converted at a price equal to 25% discount to the opening price on the first day the Company trades on Nasdaq. There is also a voluntary conversion of all principal and accrued interest at the discretion of the Investor at the lower of $.025 or 75% of the two lowest trade prices during the fifteen consecutive trading day period ending on the trading day immediately prior to the applicable conversion | ||||||||
Common stock shares reserved | 250,000,000 | ||||||||
Purchase shares of common stock warrant | 165,000,000 | ||||||||
Description of warrant | Warrants were issued to exercise up to 165,000,000 warrants to purchase 165,000,000 common shares at 110% of the opening price on the first day the Company trades on the Nasdaq exchange | ||||||||
Auctus SPA [Member] | October 13, 2021 [Member] | |||||||||
Purchase shares of common stock warrant | 15,000,000 | ||||||||
Payment term description | the Company would pay $763,231.97 | ||||||||
Warrant exercised | 15,000,000 | ||||||||
Sale of common stock shares | 2,000,000 | ||||||||
Accrued principal and interest | $ 1,756,000 | ||||||||
Derivative liability | 6,500,000 | ||||||||
Pinnacle Towers LLC [Member] | |||||||||
Costs and attorney fees | 386,030 | ||||||||
Accounts payable | $ 600,000 | ||||||||
Mr Ogren | August 2021 [Member] | |||||||||
Payment term description | Mr. Ogren and the Company have agreed to a settlement whereby the Company would pay $120,000 within 14 days of a written agreement with four monthly payments of $20,000 starting on December 5, 2021 through March 2, 2022. | ||||||||
Other expense | $ 334,908 | ||||||||
Consultant [Member] | |||||||||
Restricted common shares granted to consultant as bonus for services rendered | 1,500,000 | ||||||||
Expense | $ 44,100 |