Cover
Cover | 9 Months Ended |
Sep. 30, 2023 | |
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 | false |
Entity Filer Category | Non-accelerated Filer |
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 | 301-4200 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
CURRENT ASSETS | |||
Cash and cash equivalents | $ 0 | $ 88,301 | $ 518,066 |
ASSETS | |||
Accounts receivable, net | 61,055 | 5,808 | 101,935 |
Accounts receivable - related party | 265,273 | 75,094 | |
Notes receivable, net | 64,393 | 0 | |
Prepaid expenses and other current assets | 18,570 | 20,813 | 47,334 |
Assets held for sale | 0 | 616,263 | |
Total current assets | 79,625 | 967,787 | 742,429 |
NON-CURRENT ASSETS | |||
Property and equipment, net | 1,226,000 | 2,455 | 1,649,022 |
Operating lease right of use assets | 0 | 4,259,758 | |
Intangible assets, net | 0 | 3,656,241 | |
Goodwill | 0 | 104,657 | |
Deposits and other assets | 53,195 | 60,998 | 265,318 |
Total non-current assets | 1,279,195 | 63,453 | 9,934,996 |
TOTAL ASSETS | 1,358,820 | 1,031,240 | 10,677,425 |
Current liabilities | |||
Accounts payable and accrued expenses | 10,450,711 | 9,653,093 | |
Deferred revenue | 146,351 | 75,556 | 462,643 |
Customer liability | 338,725 | 338,725 | 338,725 |
Current portion of loans, advances and factoring agreements | 1,002,559 | 1,276,770 | 1,446,571 |
Current portion of convertible notes payable, net of discounts | 3,424,556 | 3,054,869 | 1,162,606 |
Notes payable - related parties, net of discounts | 4,762,579 | 10,542,842 | |
Accounts payable and accrued expenses | 11,798,925 | 10,084,058 | |
Current portion of convertible notes payable - related party, net of discounts | 553,100 | 902,781 | |
Derivative liabilities | 4,203,788 | 4,822,398 | 4,042,910 |
Current portion of operating lease liabilities | 7,353,988 | 5,897,274 | 3,987,405 |
Financing lease liabilities | 0 | 284,055 | |
Notes payable - related parties, net of discounts | 4,902,510 | 4,762,579 | |
Financing lease liability - related party | 710,776 | 682,704 | |
Convertible notes payable - related parties, net of discounts | 553,100 | 553,100 | |
Total current liabilities | 34,456,332 | 31,942,758 | 33,506,335 |
Long term portion: | |||
Loans, advances and factoring agreements, net of current portion and discounts | 0 | 144,460 | 218,425 |
Financing lease liabilities - related party | 731,830 | 710,776 | |
Operating lease liabilities, net of current portion | 787,313 | 1,932,599 | 2,976,623 |
Liabilities held for sale | 0 | 717,414 | |
Total non-current liabilities | 787,313 | 2,077,059 | 3,195,048 |
Total liabilities | 35,243,645 | 34,019,817 | 36,701,383 |
Commitments and contingencies | 0 | 0 | 0 |
MEZZANINE EQUITY | |||
Total mezzanine equity | 59,475,908 | 58,249,908 | 5,039,065 |
STOCKHOLDER'S DEFICIT | |||
Common stock, $0.001 par value, 2,500,000,000 shares authorized, 1,256,900,534 and 923,029,038 as of December 31, 2022 and 2021, respectively | 1,882,579 | 1,256,901 | 923,029 |
Subscriptions payable | 40,435 | 26,910 | 5,610 |
Additional paid-in capital | 14,946,692 | 13,966,895 | 12,860,873 |
Accumulated deficit | (109,549,957) | (106,418,722) | (44,921,837) |
Total TPT Global Tech, Inc. Stockholders' deficit | (92,680,251) | (91,168,016) | (31,132,325) |
Non-controlling interests | (680,482) | (47,269) | 69,302 |
Total stockholders' deficit | (93,360,733) | (91,215,285) | (31,063,023) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 1,358,820 | 1,031,240 | 10,677,425 |
Series A Convertible Preferred Stock (Member) | |||
STOCKHOLDER'S DEFICIT | |||
Preferred stock, value | 42,983,742 | 3,117,000 | |
Series B Convertible Preferred Stock (Member) | |||
STOCKHOLDER'S DEFICIT | |||
Preferred stock, value | $ 1,677,473 | 1,677,473 | 1,677,473 |
Series C Convertible Preferred Stock (Member) | |||
STOCKHOLDER'S DEFICIT | |||
Preferred stock, value | 0 | 0 | |
Series D Convertible Preferred Stock (Member) | |||
STOCKHOLDER'S DEFICIT | |||
Preferred stock, value | 244,592 | 244,592 | |
Series E Convertible Preferred Stock (Member) | |||
STOCKHOLDER'S DEFICIT | |||
Preferred stock, value | $ 13,344,101 | $ 0 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, authorized | 4,500,000,000 | 2,500,000,000 | 2,500,000,000 |
Common stock, issued | 1,882,579,354 | 1,256,900,534 | 923,029,038 |
Common stock, outstanding | 1,882,579,354 | 1,256,900,534 | 923,029,038 |
Series A Preferred Stock | |||
Mezzanine stock, authorized | 3,000,000 | 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 |
Series B Preferred Stock | |||
Mezzanine stock, authorized | 3,000,000 | 3,000,000 | 3,000,000 |
Mezzanine stock, issued | 46,649 | 2,588,693 | 2,588,693 |
Mezzanine stock, outstanding | 2,588,693 | 2,588,693 | 2,588,693 |
Series C Preferred Stock | |||
Mezzanine stock, authorized | 3,000,000 | 3,000,000 | |
Mezzanine stock, issued | 2,243,507 | 2,043,507 | 0 |
Mezzanine stock, outstanding | 0 | 0 | |
Series D Preferred Stock | |||
Mezzanine stock, authorized | 10,000,000 | 10,000,000 | |
Mezzanine stock, issued | 46,649 | 46,649 | |
Mezzanine stock, outstanding | 46,649 | 46,649 | |
Series E Preferred Stock | |||
Mezzanine stock, authorized | 10,000,000 | 10,000,000 | 10,000,000 |
Mezzanine stock, issued | 2,043,507 | 0 | |
Mezzanine stock, outstanding | 2,243,507 | 2,043,507 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues: | ||||||
Products | $ 0 | $ 0 | $ 0 | $ 82,000 | $ 82,000 | $ 569,179 |
Services | 923,251 | 2,052,817 | 3,007,866 | 6,063,465 | 7,754,579 | 9,460,400 |
Total Revenues | 923,251 | 2,052,817 | 3,007,866 | 6,145,465 | 7,836,579 | 10,029,579 |
COST OF SALES: | ||||||
Products | 0 | 0 | 0 | 27,882 | 27,882 | 437,958 |
Services | 6,198,814 | 7,364,217 | ||||
Total Costs of Sales | 739,513 | 1,691,539 | 1,783,343 | 4,493,929 | 6,226,696 | 7,802,175 |
Gross profit | 183,738 | 361,278 | 1,224,523 | 1,651,536 | 1,609,883 | 2,227,404 |
OPERATING EXPENSES: | ||||||
Sales and marketing | 0 | 20,281 | ||||
Professional | 375,536 | 249,989 | 1,419,199 | 894,615 | 1,258,521 | 1,493,467 |
Payroll and related | 455,063 | 572,574 | 1,478,320 | 1,823,527 | 2,423,497 | 2,624,667 |
General and administrative | 587,831 | 489,663 | 1,418,044 | 1,358,560 | 1,682,212 | 2,362,560 |
Research and development | 0 | 0 | 0 | 1,750,000 | 1,750,000 | 0 |
Impairment of goodwill and long-lived assets | 7,283,276 | 993,942 | ||||
Depreciation | 0 | 150,454 | 2,454 | 448,943 | 583,968 | 682,111 |
Amortization | 0 | 164,057 | 0 | 492,171 | 656,228 | 728,192 |
Servicess | 739,513 | 1,691,539 | 1,783,343 | 4,466,047 | ||
Total operating expenses | 1,418,430 | 1,626,737 | 4,318,017 | 6,767,816 | 15,637,702 | 8,905,220 |
Loss from operations | (1,234,692) | (1,265,459) | (3,093,494) | (5,116,280) | (14,027,819) | (6,677,816) |
OTHER INCOME (EXPENSE) | ||||||
Derivative expense | (650,071) | (3,536,901) | ||||
Loss (gain) on debt extinguishment | (2,248,092) | 8,470,939 | ||||
Interest expense | (412,735) | (426,265) | (1,340,412) | (4,705,548) | (4,761,551) | (2,637,132) |
Other income loss, net | 62,387 | 285,403 | ||||
Total other income (expense) | 743,404 | 20,440 | (125,658) | (6,236,664) | (7,722,101) | 2,582,309 |
Net loss before income taxes | (491,288) | (1,245,019) | (3,219,152) | (11,352,944) | (21,749,920) | (4,095,507) |
Income taxes | 0 | 0 | ||||
Net loss before non-controlling interests | (257,548) | (1,245,019) | (3,093,608) | (11,352,944) | (21,749,920) | (4,095,507) |
Net loss attributable to non-controlling interests | 84,632 | (16,156) | 37,627 | (6,633) | 119,777 | 76,614 |
Deemed dividend related to modification of series A Preferred Stock | 0 | (39,866,742) | 0 | (39,866,742) | (39,866,742) | 0 |
Net loss non-controlling interests | 21,630,143 | (4,018,893) | ||||
Net loss attributable to TPT Global Tech, Inc. Shareholders | $ (342,180) | $ (41,095,605) | $ (3,131,235) | $ 51,213,053 | $ (61,496,885) | $ (4,018,893) |
Loss per common share-basic and diluted | $ (0.06) | $ 0 | ||||
Weighted-average common shares outstanding-basic and diluted | 1,810,916,794 | 950,225,974 | 1,681,251,378 | 932,094,683 | 980,582,964 | 889,406,311 |
Derivative gain (expense) | $ 1,015,764 | $ 102,903 | $ 367,881 | $ 491,301 | $ 650,071 | $ 3,536,901 |
Gain (loss) on debt extinguishment | 133,850 | 397,008 | (466,380) | 1,970,030 | 2,248,092 | (8,470,939) |
Other income (expense) | 6,525 | (53,206) | 380,493 | (52,387) | ||
Income taxes | 0 | 0 | 0 | 0 | $ 0 | $ 0 |
Net loss from continuing operations | (491,288) | (1,245,019) | (3,219,152) | (11,352,944) | ||
Discontinued operations: | ||||||
Gain on disposal of discontinued operations | 126,101 | 0 | 126,101 | 0 | ||
Net (loss) from discontinued operations | 107,639 | 0 | (557) | 0 | ||
Net income from discontinued operations | 233,740 | 0 | 125,544 | 0 | ||
NET LOSS BEFORE NON-CONTROLLING INTERESTS | $ (257,548) | $ (1,245,019) | $ (3,093,608) | $ (11,352,944) | ||
Loss per common share- Basic and diluted: | ||||||
Continuing operations | $ 0 | $ (0.04) | $ 0 | $ (0.06) | ||
Discontinued operations | 0 | 0 | 0 | 0 | ||
Loss per common share- Basic and diluted | $ 0 | $ (0.04) | $ 0 | $ (0.06) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT (Unaudited) - USD ($) | Total | Common Stock | Subscriptions Payable | Additional Paid-In Capital | Accumulated Deficit | Noncontrolling Interest |
Balance, shares at Dec. 31, 2020 | 865,564,371 | |||||
Balance, amount at Dec. 31, 2020 | $ (28,510,529) | $ 865,565 | $ 125,052 | $ 11,462,940 | $ (40,902,944) | $ (61,142) |
Common stock issued for services, shares | 5,964,667 | |||||
Common stock issued for services, amount | 222,711 | $ 5,965 | (119,442) | 336,188 | 0 | 0 |
Equity interest in QuikLABS issued for cash | 10,000 | 0 | 0 | 8,000 | 0 | 2,000 |
Refund of equity interest in QuikLABS | (70,000) | $ 0 | 0 | (56,000) | 0 | (14,000) |
Common shares issued in exchange for debt, shares | 22,500,000 | |||||
Common shares issued in exchange for debt, amount | 769,800 | $ 22,500 | 0 | 747,300 | 0 | 0 |
Common shares issued for cash, shares | 29,000,000 | |||||
Common shares issued for cash, amount | 610,502 | $ 28,999 | 0 | 581,503 | 0 | 0 |
TPT Strategic license cancellation | 0 | (219,058) | 0 | 219,058 | ||
Net Loss | (4,095,507) | $ 0 | 0 | 0 | (4,018,893) | (76,614) |
Balance, shares at Dec. 31, 2021 | 923,029,038 | |||||
Balance, amount at Dec. 31, 2021 | (31,132,325) | $ 923,029 | 5,610 | 12,860,873 | (44,921,837) | 69,302 |
Net Loss | (11,352,944) | |||||
Balance, shares at Sep. 30, 2022 | 1,028,178,638 | |||||
Balance, amount at Sep. 30, 2022 | (81,735,865) | $ 1,028,179 | 21,585 | 13,286,592 | (96,134,890) | 62,669 |
Balance, shares at Dec. 31, 2021 | 923,029,038 | |||||
Balance, amount at Dec. 31, 2021 | (31,132,325) | $ 923,029 | 5,610 | 12,860,873 | (44,921,837) | 69,302 |
Common shares issued in exchange for debt, shares | 333,871,496 | |||||
Common shares issued in exchange for debt, amount | 1,439,894 | $ 333,872 | 0 | 1,106,022 | 0 | 0 |
Net Loss | (21,749,920) | 0 | 0 | 0 | (21,630,143) | (119,777) |
Common stock issued for services or subscription payable | 15,975 | $ 0 | 15,975 | 0 | 0 | 0 |
Debt conversion to common stock, shares | 105,149,600 | |||||
Debt conversion to common stock, amount | 530,869 | $ 105,150 | 0 | 425,719 | 0 | 0 |
Modification of Series A Preferred Stock | (39,866,742) | 0 | 0 | 0 | (39,866,742) | 0 |
Common stock subscribed for services or subscription payable | 21,300 | 0 | 21,300 | 0 | 0 | 0 |
Acquisition of IST | 3,206 | $ 0 | 0 | 0 | 0 | 3,206 |
Balance, shares at Dec. 31, 2022 | 1,028,178,638 | |||||
Balance, amount at Dec. 31, 2022 | (91,168,016) | $ 1,028,179 | 21,585 | 13,286,592 | (96,134,890) | 62,669 |
Balance, shares at Jun. 30, 2022 | 923,029,038 | |||||
Balance, amount at Jun. 30, 2022 | (41,160,298) | $ 923,029 | 16,260 | 12,860,873 | (55,039,285) | 78,825 |
Net Loss | (1,245,019) | 0 | 0 | 0 | (1,228,863) | (16,156) |
Common stock issued for services or subscription payable | 5,325 | $ 0 | 5,325 | 0 | 0 | 0 |
Debt conversion to common stock, shares | 105,149,600 | |||||
Debt conversion to common stock, amount | 530,869 | $ 105,150 | 0 | 425,719 | 0 | 0 |
Modification of Series A Preferred Stock | (39,866,742) | (39,866,742) | ||||
Balance, shares at Sep. 30, 2022 | 1,028,178,638 | |||||
Balance, amount at Sep. 30, 2022 | (81,735,865) | $ 1,028,179 | 21,585 | 13,286,592 | (96,134,890) | 62,669 |
Balance, shares at Dec. 31, 2022 | 1,028,178,638 | |||||
Balance, amount at Dec. 31, 2022 | (91,168,016) | $ 1,028,179 | 21,585 | 13,286,592 | (96,134,890) | 62,669 |
Common shares issued for cash, amount | 85,628 | 53,830 | 1,100 | 30,698 | 0 | 0 |
Net Loss | (3,093,608) | 0 | 0 | 0 | (3,131,235) | 37,627 |
Subscription payable for services | 12,425 | 0 | 12,425 | 0 | 0 | 0 |
Issuance of shares for exchange for debt, amount | 917,088 | 571,848 | 0 | 345,240 | 0 | 0 |
Acquisition of Asberry 22 Holdings, Inc. | (63,775) | $ 0 | 0 | 603,859 | (667,634) | |
Issuance of shares for services, shares | 53,830,333 | |||||
Disposition of IST | $ 0 | 0 | 0 | |||
Issuance of shares for exchange for debt, shares | 571,848,487 | |||||
Balance, shares at Sep. 30, 2023 | 1,882,579,354 | |||||
Balance, amount at Sep. 30, 2023 | (92,680,251) | $ 1,882,579 | 40,435 | 14,946,692 | (109,549,957) | (680,482) |
Balance, shares at Jun. 30, 2023 | 1,723,749,021 | |||||
Balance, amount at Jun. 30, 2023 | (93,300,382) | $ 1,723,749 | 37,560 | 14,907,994 | (109,207,777) | (761,908) |
Common shares issued for cash, amount | 85,628 | 53,830 | 1,100 | 30,698 | 0 | 0 |
Net Loss | (257,548) | 0 | 0 | 0 | (342,180) | 84,632 |
Subscription payable for services | 1,775 | $ 0 | 1,775 | 0 | 0 | 0 |
Issuance of shares for services, shares | 53,830,333 | |||||
Disposition of IST | (3,206) | $ 0 | 0 | 0 | 0 | (3,206) |
Issuance of shares for exchange of debt, amount | 113,000 | $ 105,000 | 0 | 8,000 | 0 | 0 |
Issuance of shares for exchange of debt, shares | 105,000,000 | |||||
Balance, shares at Sep. 30, 2023 | 1,882,579,354 | |||||
Balance, amount at Sep. 30, 2023 | $ (92,680,251) | $ 1,882,579 | $ 40,435 | $ 14,946,692 | $ (109,549,957) | $ (680,482) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||||
Net loss | $ (3,093,608) | $ (11,352,944) | $ (21,749,920) | $ (4,095,507) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Net loss from discontinued operations | (104,358) | 0 | ||
Depreciation | 2,454 | 448,943 | 583,897 | 682,111 |
Amortization | 0 | 492,171 | 656,228 | 728,192 |
Debt discount amortization and other financing costs | 3,628,718 | 1,622,035 | ||
Promissory note issued for research and development | 1,550,000 | 0 | ||
Loss (gain) on debt extinguishment | (466,380) | 1,970,030 | 2,248,092 | (8,470,939) |
Gain on disposition of assets | 0 | (485,404) | ||
Loss on disposal of property and equipment | 0 | 124,849 | 124,849 | 0 |
Derivative expense (gain) | (367,881) | (491,301) | (650,071) | (3,536,901) |
Loss on impairment of goodwill and long-lived assets | 7,283,276 | 993,942 | ||
Amortization of debt discounts | 694,938 | 3,593,957 | ||
Share-based compensation: Common stock | 98,053 | 15,975 | ||
Convertible Note payable issued for Asberry Series A Stock | 508,553 | 0 | ||
Note payable issued for research and development | 0 | 1,550,000 | ||
Derivative expense (gain) | 367,881 | 491,301 | 650,071 | 3,536,901 |
Common stock subscribed for services | 21,300 | 222,711 | ||
Net income from discontinued operations | 125,544 | 0 | ||
Changes in operating assets and liabilities: | ||||
Accounts receivable | 55,247 | 193,973 | 96,127 | 62,883 |
Accounts receivable - related party | 0 | 190,179 | 0 | |
Prepaid expenses and other assets | (271,766) | 81,881 | 230,841 | 139,069 |
Accounts payable and accrued expenses | 1,696,700 | 1,633,792 | 2,986,643 | 2,345,145 |
Net change in operating lease assets and liabilities | 1,901,116 | 1,881,055 | ||
Other liabilities | 70,795 | (377,573) | (387,087) | 120,851 |
Net cash used in operating activities from continuing operations | (261,670) | (995,093) | ||
Net cash provided by operating activities from discontinued operations | 4,034 | 0 | 35,117 | 0 |
Net cash used in operating activities | (442,135) | (263,313) | (226,493) | (995,093) |
Cash flows from investing activities: | ||||
Acquisition of property and equipment, net of sales | (16,297) | (223,419) | ||
Insurance proceeds from property and equipment | 0 | 547,459 | ||
Net cash provided by (used in) investing activities from continuing operations | (16,297) | 324,040 | ||
Net cash used in investing activities from discontinued operations | (6,450) | 0 | ||
Net cash provided by (used) in investing activities | 0 | (16,297) | (22,747) | 324,040 |
Cash flows from financing activities: | ||||
Proceeds from sale of non-controlling interests in QuikLABS, net | 0 | 10,000 | ||
Deposits and other assets | 7,804 | 186,198 | ||
Proceeds from sales of Series D Preferred Stock | 0 | 233,244 | ||
Proceeds from sale of common stock | 0 | 610,502 | ||
Net change in operating lease right of use assets and liabilities | 311,428 | 2,218,444 | ||
Proceeds from convertible notes payable, loans and advances and factoring agreements | 358,500 | 1,256,187 | 1,256,187 | 3,900,400 |
Payments on convertible notes payable, loans, advances and factoring agreements | (1,391,523) | (3,502,592) | ||
Payments on convertible notes and amounts payable - related parties | 0 | (39,664) | 45,132 | 64,480 |
Payments on financing lease liabilities | 0 | (17,264) | ||
Payment on convertible loans, advances and factoring agreements | (83,221) | (1,391,580) | ||
Proceeds from notes payable - related parties | 139,931 | 0 | ||
Purchase of equipment | 0 | (16,297) | ||
Net cash provided by financing activities from continuing operations | (180,468) | 1,169,810 | ||
Net cash flows used in financing activities of discontinued operations | (32,705) | 0 | (57) | 0 |
Net cash provided by (used in) financing activities | 382,505 | 0 | (180,525) | 1,169,810 |
Net change in cash | (59,630) | (454,667) | (429,765) | 498,757 |
Cash and cash equivalents - beginning of period | 59,630 | 518,066 | 518,066 | 19,309 |
Cash and cash equivalents - end of period | 0 | 59,630 | 59,630 | 518,066 |
Cash and cash equivalents- end of period from discontinued operations | 28,671 | 0 | ||
Total cash and cash equivalents - end of period | 88,301 | 518,066 | ||
Supplemental Cash Flow Information: | ||||
Interest expense | 49,762 | 8,384 | 0 | 0 |
Taxes | 0 | 0 | 0 | 0 |
Non-Cash Investing and Financing Activity: | ||||
Debt discount on convertible promissory notes | 1,070,591 | 2,174,000 | ||
Common stock issued for conversion of convertible notes | 1,439,894 | 769,800 | ||
InnovaQor Merger- non controlling interest | 0 | (219,058) | ||
Series E Preferred 'stock issued in exchange for debt and payables | 0 | 13,344,101 | 13,344,101 | 0 |
Deemed dividend related to modification of Series A Preferred Stock | $ 39,866,742 | $ 0 | ||
Debt discount on factoring agreement | 489,089 | 1,070,591 | ||
Common Stock issued for conversion of notes payable | 917,088 | 530,869 | ||
Series E Stock issued for property acquisition | 1,226,000 | 0 | ||
Deemed dividend related to modification of Series A Preferred Stock | 0 | 39,866,742 | ||
Acquisition of net liabilities of Asberry 22 Holdings, Inc. | $ 63,775 | $ 0 |
DESCRIPTION OF BUSINESS AND SUM
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
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 since the reverse merger in 2014. Name Herein referred to as Acquisition or Incorporation Date Ownership TPT Global Tech, Inc. Company or TPTG 1988 100 % Copperhead Digital Holdings, Inc. Copperhead Digital or CDH 2015 100 % TruCom, LLC TruCom 2015 100 % CityNet Arizona, LLC CityNet 2015 100 % San Diego Media Inc. SDM 2016 100 % Blue Collar Production, Inc. Blue Collar 2018 100 % TPT SpeedConnect, LLC TPT SpeedConnect (2) 2019 86 % TPT Federal, LLC TPT Federal 2020 100 % TPT MedTech, LLC TPT MedTech 2020 100 % TPT Strategic, Inc. TPT Strategic 2020 0 % QuikLab 1 LLC Quiklab 1 2020 80 % QuikLAB 2, LLC QuikLAB 2 2020 80 % QuikLAB 3, LLC QuikLAB 3 2020 80 % The Fitness Container, LLC Air Fitness 2020 75 % TPT Global Tech Asia Limited TPT Asia 2020 78 % TPT MedTech UK LTD TPT MedTech UK 2020 100 % TPT Global Defense Systems, Inc. TPT Global Defense 2021 100 % TPT Innovations Technology, Inc. TPT Innovations 2021 100 % TPT Global Caribbean Inc. TPT Caribbean 2021 100 % TPT Media and Entertainment, LLC TPT Media and Entertainment 2021 100 % VuMe Live, LLC VuMe Live 2021 100 % Digithrive, LLC Digithrive 2021 100 % Information Security and Training, LLC IST (1) 2022 0 % Asberry 22 Holdings, Inc. Asberry or ASHI 2023 86 % (1) On September 11, 2023, Everett Lanier and the Company agreed to a Settlement Agreement and Mutual Release (“Settlement Agreement”). See Note 11. (2) Through the acquisition of Asberry, TPT’s ownership was decreased to 86% from 100% through Asberry. 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 months ended September 30, 2023, are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. These condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements for the year ended December 31, 2022. The condensed consolidated balance sheet as of September 30, 2023, has been derived from the consolidated financial statements at that date, but does not include all of the information and footnotes required by GAAP. Our condensed consolidated financial statements include the accounts of those entities outlined in Nature of Operations giving consideration to the non-controlling interests where appropriate. All intercompany accounts and transactions have been eliminated in consolidation. Reclassifications Certain amounts presented in previously issued financial statements have been reclassified in these financial statements. As of December 31, 2022, advances to employees of $23,200 were previously classified as prepaid assets and other current assets versus the current classification of offsetting accrued payroll liabilities in accounts payable. Revenue Recognition We use 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. lo Reserves are recorded as a reduction in net sales and are not considered material to our consolidated statements of operations for the nine months ended September 30, 2023 and 2022. In addition, we invoice our customers for taxes assessed by governmental authorities such as sales tax and value added taxes, where applicable. We present these taxes on a net basis. The Company’s revenue generation for the three and nine months ended September 30, 2023 and 2022 came from the following sources disaggregated by services and products, which sources are explained in detail below. For the three months ended September 30, 2023 For the three months ended September 30, 2022 For the nine months ended September 30, 2023 For the nine months ended September 30, 2022 TPT SpeedConnect $ 843,451 $ 1,357,611 $ 2,760,055 $ 4,403,345 Blue Collar 79,063 692,486 243,592 1,386,970 TPT MedTech — — — 89,755 Other (1) 737 2,720 4,219 183,395 Total Services Revenues $ 923,251 $ 2,052,817 $ 3,007,866 $ 6,063,465 Air Fitness — — — 82,000 Total Product Revenues $ — $ — $ — $ 82,000 Total Revenue $ 923,251 $ 2,052,817 $ 3,007,866 $ 6,145,465 __________ (1) Includes international sales for the nine months ended September 30, 2023 and 2022 of $0 and $172,781 related to TPT Asia. TPT SpeedConnect: ISP and Telecom Revenue TPT SpeedConnect is a rural Internet provider operating in 5 Midwestern States under the trade name SpeedConnect. TPT SC’s primary business model is subscription based, pre-paid monthly reoccurring revenues, from wireless delivered, high-speed internet connections. In addition, the company resells third-party satellite and DSL internet and IP telephony services. Revenue generated from sales of telecommunications services is recognized as the transaction with the customer is considered closed and the customer receives and accepts the services that were the result of the transaction. There are no financing terms or variable transaction prices. Due date is detailed on monthly invoices distributed to customer. Services billed monthly in advance are deferred to the proper period as needed. Deferred revenue are contract liabilities for cash received before performance obligations for monthly services are satisfied. Deferred revenue for TPT SpeedConnect as of September 30, 2023 and December 31, 2022 are $146,351 and $75,556, respectively. Certain of our products require specialized installation and equipment. For telecom products that include installation, if the installation meets the criteria to be considered a separate element, product revenue is recognized upon delivery, and installation revenue is recognized when the installation is complete. The Installation Technician collects the signed quote containing terms and conditions when installing the site equipment at customer premises. Revenue for installation services and equipment is billed separately from recurring ISP and telecom services and is recognized when equipment is delivered and installation is completed. Revenue from ISP and telecom services is recognized monthly over the contractual period, or as services are rendered and accepted by the customer. The overwhelming majority of our revenue continues to be recognized when transactions occur. Since installation fees are generally small relative to the size of the overall contract and because most contracts are for two years or less, the impact of not recognizing installation fees over the contract is immaterial. Blue Collar: 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. IST: Revenue and Cost Recognition The Company recognizes construction contract revenue over time, as performance obligations are satisfied, due to the continuous transfer of control to the customer. Construction contracts are accounted for as a single unit of account (single performance obligation) and are not segmented between types of services. The Company recognizes revenue using the percentage-of-completion method, progress toward completion of the Company’s contracts is measured by the percentage of costs incurred to date to estimate total costs for each contract. The percentage-of-completion method (an input method) is the most faithful depiction of the Company’s performance because it directly measures the value of the services transferred to the customer. Provisions are recognized in the statements of income for the full amount of estimated losses on uncompleted contracts whenever evidence indicates that the estimated cost of a contract exceeds its estimated total revenue. Changes in job performance, job conditions, and estimated profitability, including those arising from contract penalty provisions and final contract settlements may result in revisions to costs and income and are recognized in the period in which the revisions are determined. Profit incentives are included in revenues when their realization is reasonably assured. An amount equal to contract cost attributable to claims is included in revenues when realization is probable and the amount can be reasonably estimated. Contract costs include all direct material and labor costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs, and depreciation costs. Selling, general, and administrative costs are charged to expense as incurred. The accuracy of revenue and profit recognition in a given period depends on the accuracy of estimates of the cost to complete each project. Cost estimates for all significant projects use a detailed “bottom up” approach, and management believes that their experience allows them to create materially reliable estimates. There are a number of factors that can contribute to changes in estimates of contract cost and profitability. The most significant of these include: · the completeness and accuracy of the original bid; · costs associated with scope changes; · costs of labor and/or materials; · extended overhead and other costs due to owner, weather, and other delays; · subcontractor performance issues; · changes in productivity expectations; · site conditions that differ from those assumed in the original bid (to the extend contract remedies are unavailable); · the availability and skill level of workers in the geographic location of the project; · a change in the availability and proximity of equipment and materials; and · the ability to fully and promptly recover on claims for additional contract costs. The foregoing factors, as well as the stage of completion of contracts in process and the mix of contracts at different margins, may cause fluctuations in gross profit between periods. Significant changes in cost estimates, particularly in larger, more complex projects have had, and can in future periods have, a significant effect on profitability. Costs and estimated earnings in excess of billings, represent unbilled amounts earned and reimbursable under contracts. These amounts become billable according to the contract terms, which usually consider the passage of time, achievement of milestones or completion of the project. Generally, such unbilled amounts will be billed and collected over the next twelve months. Based on historical experience, management generally considers the collection risk related to these amounts to be low. When events or conditions indicate that the amounts outstanding may become uncollectible, an allowance is estimated and recorded. Billings in excess of costs and estimated earnings, is comprised of cash collected from customers and billings to customers on contracts in advance of work performed, including advance payments negotiated as a contract condition. Generally, unearned project-related costs will be earned over the next twelve months. TPT MedTech: 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 various products. One is to build and sell its mobile testing facilities called QuikLABs designed for mobile testing. This is used by TPT MedTech for its own testing services. Another is to build customized mobile gyms for exercising. This is sold to third parties. Another is medical equipment, one of which is a sanitizing unit called SANIQuik which is used as a safe and flexible way to sanitize providing an additional routine to hand washing and facial coverings. The SANIQuik has not yet been approved for sale in the United States but has in some parts of the European community. Revenues from these products are recognized when a product is delivered, the sales transaction considered closed and accepted by a customer. When deposits are received for which a product has not been delivered, it is recognized as deferred revenue. Deferred revenue as of September 30, 2023 and December 31, 2022 was $0 and $0, respectively. There are no financing terms or variable transaction prices for either of these products. 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 as of September 30, 2023 and December 31, 2022. Software support services (including software upgrades) are billed in real time, on the first of the month. Web design service revenues are recognized upon completion of specific projects. Revenue is booked in the month the services are rendered and payments are due on the final day of the month. There are usually no contract revenues that are deferred until services are performed. K Telecom: 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. 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. 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, 2023, the Company had shares that were potentially common stock equivalents as follows: Convertible Promissory Notes 6,750,885,442 Series A Preferred Stock (1) 28,788,595,385 Series B Preferred Stock 2,588,693 Series D Preferred Stock (2) 235,601,010 Series E Preferred Stock (3) 10,320,742,424 Stock Options and Warrants 129,116,666 46,227,529,620 ___________ (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 4,500,000,000 shares are currently authorized. (2) Holders of the Series D Preferred Stock may decide after 12 months to convert to common stock 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00. There is also an automatic conversion of the Series D Preferred Stock without consent of holders upon any national exchange listing approval and the registration effectiveness of common stock underlying the conversion rights. The automatic conversion to common from Series D Preferred shall be 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00. (3) Holders of the Series E Preferred Stock may decide after 12 months to convert to common stock 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00. There is also an automatic conversion of the Series E Preferred Stock without consent of holders upon any national exchange listing approval and the registration effectiveness of common stock underlying the conversion rights. The automatic conversion to common from Series E Preferred shall be 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00. Financial Instruments and Fair Value of Financial Instruments Our primary financial instruments at September 30, 2023 consisted of cash equivalents, accounts receivable, accounts payable and debt. We apply fair value measurement accounting to either record or disclose the value of our financial assets and liabilities in our financial statements. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. A fair value hierarchy requires an entity to maximize the use of observable inputs, where available, and minimize the use of unobservable inputs when measuring fair value. Described below are the three levels of inputs that may be used to measure fair value: Level 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, 2023 are the following: Derivative Instrument Fair Value Convertible Promissory Notes $ 4,093,369 Fair value of Warrants issued with the derivative instruments 110,419 $ 4,203,788 Recently Issued Financial Accounting Standards Management has reviewed recently issued accounting pronouncements and has 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 since the reverse merger in 2014. Name Herein referred to as Acquisition or Incorporation Date Ownership TPT Global Tech, Inc. Company or TPTG 1988 100 % Copperhead Digital Holdings, Inc. Copperhead Digital or CDH 2015 100 % TruCom, LLC TruCom 2015 100 % CityNet Arizona, LLC CityNet 2015 100 % San Diego Media Inc. SDM 2016 100 % Blue Collar Production, Inc. Blue Collar 2018 100 % TPT SpeedConnect, LLC TPT SpeedConnect 2019 100 % TPT Federal, LLC TPT Federal 2020 100 % TPT MedTech, LLC TPT MedTech 2020 100 % TPT Strategic, Inc. TPT Strategic 2020 0 % QuikLab 1 LLC Quiklab 1 2020 80 % QuikLAB 2, LLC QuikLAB 2 2020 80 % QuikLAB 3, LLC QuikLAB 3 2020 80 % The Fitness Container, LLC Air Fitness 2020 75 % TPT Global Tech Asia Limited TPT Asia 2020 78 % TPT MedTech UK LTD TPT MedTech UK 2020 100 % TPT Global Defense Systems, Inc. TPT Global Defense 2021 100 % TPT Innovations Technology, Inc. TPT Innovations 2021 100 % TPT Global Caribbean Inc. TPT Caribbean 2021 100 % TPT Media and Entertainment, LLC TPT Media and Entertainment 2021 100 % VuMe Live, LLC VuMe Live 2021 100 % Digithrive, LLC Digithrive 2021 100 % Information Security and Training, LLC IST 2022 0 % 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, as well as, non-controlling interests where appropriate. All intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates. The Company’s consolidated financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented. Reclassifications Certain amounts presented in previously issued financial statements have been reclassified in these financial statements. During 2021, amounts receivable from related parties of $75,094 previously classified as Prepaid expenses and other current assets was reclassified as Accounts receivable – related party. Revenue Recognition We use 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 operations for the years ended December 31, 2022 and 2021. In addition, we invoice our customers for taxes assessed by governmental authorities such as sales tax and value added taxes, where applicable. We present these taxes on a net basis. The Company’s revenue generation for the years ended December 31, 2022 and 2021 came from the following sources disaggregated by services and products, which sources are explained in detail below. For the year ended December 31, 2022 For the year ended December 31, 2021 TPT SpeedConnect $ 5,429,010 $ 7,579,003 Blue Collar 1,522,490 1,545,721 TPT MedTech 89,755 155,919 IST 526,583 — Other (1) 186,741 179,757 Total Services Revenues $ 7,754,579 $ 9,460,400 TPT MedTech – Product Revenue — 348,676 Air Fitness – Product Revenue 82,000 218,013 K Telecom – Product Revenue — 2,490 Total Product Revenues $ 82,000 $ 569,179 Total Revenue $ 7,836,579 $ 10,029,579 ____________ (1) Includes international sales for the year ended December 31, 2022 and 2021 of $172,784 and $165,834, respectively, related to TPT Asia. TPT SpeedConnect: ISP and Telecom Revenue TPT SpeedConnect is a rural Internet provider operating in 5 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, 2022 and 2021 are $75,556 and $421,643, respectively. Certain of our products require specialized installation and equipment. For telecom products that include installation, if the installation meets the criteria to be considered a separate element, product revenue is recognized upon delivery, and installation revenue is recognized when the installation is complete. The Installation Technician collects the signed quote containing terms and conditions when installing the site equipment at customer premises. Revenue for installation services and equipment is billed separately from recurring ISP and telecom services and is recognized when equipment is delivered and installation is completed. Revenue from ISP and telecom services is recognized monthly over the contractual period, or as services are rendered and accepted by the customer. The overwhelming majority of our revenue continues to be recognized when transactions occur. Since installation fees are generally small relative to the size of the overall contract and because most contracts are for two years or less, the impact of not recognizing installation fees over the contract is immaterial. Blue Collar: 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. IST: Revenue and Cost Recognition The Company recognizes construction contract revenue over time, as performance obligations are satisfied, due to the continuous transfer of control to the customer. Construction contracts are accounted for as a single unit of account (single performance obligation) and are not segmented between types of services. The Company recognizes revenue using the percentage-of-completion method, progress toward completion of the Company’s contracts is measured by the percentage of costs incurred to date to estimate total costs for each contract. The percentage-of-completion method (an input method) is the most faithful depiction of the Company’s performance because it directly measures the value of the services transferred to the customer. Provisions are recognized in the statements of income for the full amount of estimated losses on uncompleted contracts whenever evidence indicates that the estimated cost of a contract exceeds its estimated total revenue. Changes in job performance, job conditions, and estimated profitability, including those arising from contract penalty provisions and final contract settlements may result in revisions to costs and income and are recognized in the period in which the revisions are determined. Profit incentives are included in revenues when their realization is reasonably assured. An amount equal to contract cost attributable to claims is included in revenues when realization is probable and the amount can be reasonably estimated. Contract costs include all direct material and labor costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs, and depreciation costs. Selling, general, and administrative costs are charged to expense as incurred. The accuracy of revenue and profit recognition in a given period depends on the accuracy of estimates of the cost to complete each project. Cost estimates for all significant projects use a detailed “bottom up” approach, and management believes that their experience allows them to create materially reliable estimates. There are a number of factors that can contribute to changes in estimates of contract cost and profitability. The most significant of these include: · the completeness and accuracy of the original bid; · costs associated with scope changes; · costs of labor and/or materials; · extended overhead and other costs due to owner, weather, and other delays; · subcontractor performance issues; · changes in productivity expectations; · site conditions that differ from those assumed in the original bid (to the extend contract remedies are unavailable); · the availability and skill level of workers in the geographic location of the project; · a change in the availability and proximity of equipment and materials; and · the ability to fully and promptly recover on claims for additional contract costs. The foregoing factors, as well as the stage of completion of contracts in process and the mix of contracts at different margins, may cause fluctuations in gross profit between periods. Significant changes in cost estimates, particularly in larger, more complex projects have had, and can in future periods have, a significant effect on profitability. Costs and estimated earnings in excess of billings, represent unbilled amounts earned and reimbursable under contracts. These amounts become billable according to the contract terms, which usually consider the passage of time, achievement of milestones or completion of the project. Generally, such unbilled amounts will be billed and collected over the next twelve months. Based on historical experience, management generally considers the collection risk related to these amounts to be low. When events or conditions indicate that the amounts outstanding may become uncollectible, an allowance is estimated and recorded. Billings in excess of costs and estimated earnings, is comprised of cash collected from customers and billings to customers on contracts in advance of work performed, including advance payments negotiated as a contract condition. Generally, unearned project-related costs will be earned over the next twelve months. TPT MedTech: 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 various products. One is to build and sell its mobile testing facilities called QuikLABs designed for mobile testing. This is used by TPT MedTech for its own testing services. Another is to build customized mobile gyms for exercising. This is sold to third parties. Another is medical equipment, one of which is a sanitizing unit called SANIQuik which is used as a safe and flexible way to sanitize providing an additional routine to hand washing and facial coverings. The SANIQuik has not yet been approved for sale in the United States but has in some parts of the European community. Revenues from these products are recognized when a product is delivered, the sales transaction considered closed and accepted by a customer. When deposits are received for which a product has not been delivered, it is recognized as deferred revenue. Deferred revenue as of December 31, 2022 and 2021 was $0 and $41,000, respectively. There are no financing terms or variable transaction prices for either of these products. 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, 2022 and 2021. Software support services (including software upgrades) are billed in real time, on the first of the month. Web design service revenues are recognized upon completion of specific projects. Revenue is booked in the month the services are rendered and payments are due on the final day of the month. There are usually no contract revenues that are deferred until services are performed. 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. 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. Cost of Sales Cost of sales includes all of the costs and expenses directly related to the production of goods and services included in revenues. 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, 2022 and 2021. Accounts and Notes Receivable We establish an allowance for potential uncollectible accounts and notes receivable. All accounts and notes receivable 60 days past due are considered uncollectible unless there are circumstances that support collectability. Those circumstances are documented. As of December 31, 2022 and 2021, the allowance for uncollectible accounts and notes receivable was $446,551 and $225,000, 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 $104,657 and $663,434 of goodwill during the years ended December 31, 2022 and 2021, 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. Based on our recoverability testing, we recorded impairment charges of $3,000,013 and $330,508 during the years ended December 31, 2022 and 2021, respectively. 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, intangible assets and right of use 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, 2022, we adjusted the net book values of the equipment of TPT SpeedConnect, all intangibles, and the right of use assets as it became doubtful given that the estimated future cash flows would recover the net book values. We recorded impairment expenses of $7,283,276 for the year ended December 31, 2022 comprised of $954,119 for property and equipment, $3,000,013 for intangibles, $3,224,487 for right of use assets and $104,657 for goodwill. Leases In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) and subsequent amendments to the initial guidance: ASU 2017-13, ASU 2018-10, ASU 2018-11, ASU 2018-20 and ASU 2019-01 (collectively, Topic 842). Topic 842 requires lessees to classify leases as either finance or operating leases and to record a right-of-use asset and a lease liability for all leases with a term greater than 12 months regardless of the lease classification. We adopted Topic 842 using the effective date, January 2019, as the date of our initial application of the standard. Consequently, financial information for the comparative periods has been updated. Our finance and operating lease commitments are subject to the new standard and we recognize as finance and operating lease liabilities and right-of-use assets. 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, 2022 and 2021, the Company had shares that were potentially common stock equivalents as follows: 2022 2021 Convertible Promissory Notes 3,787,362,740 429,623,112 Series A Preferred Stock (1) 12,610,847,082 1,349,817,125 Series B Preferred Stock 2,588,693 2,588,693 Series D Preferred Stock 74,998,392 25,297,722 Series E Preferred Stock 3,285,381,029 — Stock Options and warrants 129,116,666 111,000,000 19,890,294,603 1,918,326,652 _____________________ (1) As of December 31, 2022, by amendment, holder of the Series A Preferred Stock which is Stephen J. Thomas, is guaranteed upon date of conversion to 60% of the common shares computed to include all projected conversions of all convertible debt and any other classes of Preferred Stock as if the conversions had taken place at the stated conversion price per share (i.e. for the avoidance of doubt – “fully diluted” as if such conversion had occurred prior to the Series A conversion.) The Company would have to authorize additional shares for this to occur as only 2,500,000,000 shares are authorized as of December 31, 2022 and 4,500,000,000 subsequently. 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, 2022 and 2021, two customer accounts receivable balances were 48% and 45%, respectively, of our aggregate accounts receivable from revenues. Financial Instruments and Fair Value of Financial Instruments Our primary financial instruments at December 31, 2022 and 2021 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, 2022 are the following: Derivative Instrument Fair Value Fair value of EMA, First Fire, Cavalry Financial and 1800 Diagonal Convertible Promissory Notes $ 4,634,653 Fair value of Warrants issued with the derivative instruments 187,745 $ 4,822,398 Research and Development Our research and development programs focus on telecommunications products and services. Research and d |
ACQUISITIONS
ACQUISITIONS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
ACQUISITIONS | ||
ACQUISITIONS | NOTE 2 – ACQUISITIONS Agreement and Plan of Merger An Agreement and Plan of Merger ("Agreement") was made and entered into as of March 24, 2023 by and among TPT SpeedConnect LLC, a Colorado Limited Liability Company (wholly-owned subsidiary of TPT Global Tech, Inc.) ("SPC"), and Asberry 22 Holdings, Inc., a Delaware Corporation ("ASHI"), and SPC Acquisition, Inc., a wholly-owned subsidiary of ASHI, domiciled in Colorado ("Acquisition Sub") primarily for the opportunities of capital raising. SPC then converted to a Corporate entity and Acquisition Submerged with and into SPC (the "Merger"). The separate corporate existence of Acquisition Sub ceased and SPC continues as the surviving corporation in the Merger and as wholly-owned subsidiary of ASHI. All of the properties, rights and privileges, and power of SPC, vest in the Subsidiary, and all debts, liabilities and duties of SPC are the debts, liabilities and duties of the Subsidiary. The shares of common stock of Acquisition Sub issued and outstanding immediately prior to the Effective Time is converted into and exchange for 1,000 validly issued, fully paid and non-assessable shares of the Subsidiary's common stock. TPT Global Tech, Inc. was issued a total of 4,658,318 common shares of ASHI (the "ASHI Common Stock"), as a result of the merger, constituting 86% of the then issued and outstanding common stock. TPT Global Tech, Inc. also has purchased all of the 500,000 Series A Super Majority Voting Preferred Shares of ASHI for a convertible note payable of $500,000 due in 180 days which bears interest at 6.0% per annum and is convertible to shares of the Company’s common stock at 85% of the volume weighted average price for the preceding 5 market trading days. ASHI shall file a Form S-1 Registration Statement with the Securities Exchange Commission within 120 days after closing, to register for resale: a) the common shares of ASHI, issued at closing, b) conversion shares for the Series A Supermajority Preferred Stock and c) those outstanding shares of the shareholders of ASHI existing as of the day prior to closing, and shall pursue such S-1 filing diligently to effectiveness. The Officers of ASHI shall resign effective upon the appointment of the new Officers, as designated by SPC. The Current Directors of ASHI shall remain as directors until the Series A Preferred Stock (500,000 shares) of ASHI shall have been redeemed or converted. SPC shall have designated two new directors for appointment effective at closing, and may then appoint new Officers, and the current officers shall resign at closing. The Company evaluated this acquisition in accordance with ASC 805-10-55-4 to discern whether the assets and operations of the assets purchased met the definition of a business. The company concluded that there were not processes and sufficient inputs into outputs. Accordingly, the Company accounted for this transaction as an asset acquisition and allocated the purchase price as follows: Consideration given at fair value: Accounts payable $ 68,025 $ 68,025 Assets acquired at fair value: Prepaid expenses $ 4,250 Additional paid in capital 63,775 $ 68,025 There was nothing accounted for in the Statement of Operations for the nine months ended September 30, 2023. On a proforma basis any adjustments would not be significant. TPT Strategic Merger with Information Security and Training LLC and Subsequent Settlement Agreement Dated as of June 29, 2022, for synergies and the opportunity at other revenue streams, TPT Strategic entered into a definitive agreement for the acquisition of the assets and Information Security and Training LLC (“IST LLC” or “IST”) ( www.istincs.com Originally, 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 $ 374,018 Credit cards assumed 48,452 Preferred shares of TPT Strategic 3,206 $ 425,676 Assets acquired at fair value: Working capital $ 143,122 Property and equipment 2,170 Note receivable – related party 271,179 Other assets 9,205 $ 425,676 On September 11, 2023, Everett Lanier and the Company agreed to a Settlement Agreement and Mutual Release (“Settlement Agreement”). See Note 11. | NOTE 2 – ACQUISITIONS TPT Strategic Merger with Information Security and Training LLC Dated as of June 29, 2022, for synergies and the opportunity at other revenue streams, TPT Strategic entered into a definitive agreement for the acquisition of the assets and Information Security and Training LLC (“IST LLC” or “IST”) (www.istincs.com) a General Construction and Information Technology Services company based in Huntsville Alabama with branch offices in Nashville TN, Birmingham Al, Jackson MS, Fort Campbell KY, New Orleans LA, and Joint Base Lewis-McChord. The TPT Strategic and IST, LLC agreement, which closed October 20, 2022, for the acquisition is a stock transaction where the founder and sole interest holder, Everett Lanier received 500,000 Preferred Series B shares of TPT Strategic that will convert to a 10% ownership of TPT Strategic under certain conditions. The acquisition includes the assumption of all assets and certain liabilities. Everett Lanier will remain as the President and will become a Board Member of TPT Strategic. 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 $ 374,018 Credit cards assumed 48,452 Preferred shares of TPT Strategic 3,206 $ 425,676 Assets acquired at fair value: Working capital $ 143,122 Property and equipment 2,170 Note receivable - related party 271,179 Other assets 9,205 $ 425,676 Revenue and net income contributed by IST since date of acquisition was $526,583 and $(104,358), respectively. Had the acquisition of IST occurred on January 1, 2021, unaudited proforma results of operations for the years ended December 31, 2022 and 2021 would be as follows: 2022 2021 Revenue $ 9,508,470 $ 12,640,858 Cost of Sales 7,104,877 9,621,530 Gross Profit $ 2,403,593 $ 3,019,328 Expenses (16,584,916 ) (9,802,625 ) Other income (expense) (7,722,397 ) 2,625,167 Net Loss $ (21,903,720 ) $ (4,158,130 ) Loss per share $ (0.02 ) $ (0.00 ) TPT Strategic Merger with Education System Management, Inc. TPT Strategic previously entered into a merger agreement with Education System Management, Inc. (“EDSM”) which was contingent on EDSM completing an audit in six months, which EDSM did not complete. TPT Acquisition of Property for Smart City Concept On May 10, 2022, as part of a “Smart City” concept and to utilize its telecommunications expertise, the Company entered into Real Estate Sales Agreements to acquire approximately 135 acres of land in Tuskegee, with the Gray Family Limited Partnership and Lakeside Ranch, Inc. comprised of one approximate 45 acre parcel along Tuskegee Lake and the second an approximate 85 acre parcel along route 80 heading to Auburn, Alabama. Per the agreements, TPT Global Tech will be paying approximately $1,700,000 for the properties, of which it paid a combined $10,000 in down payments. The Company had until November 11, 2022 to close the transactions including paying the remainder of the purchase price. This did not happen, and the Company is in negotiations to finance this with a bank of which the Gray Family has verbally said they would honor. Closing of the transactions are subject to the validity of the verbal commitment and obtaining financing, all surveys and finalizing master plans for the kick-off the Company’s “Smart City” project. |
GOING CONCERN
GOING CONCERN | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
GOING CONCERN | ||
GOING CONCERN | NOTE 3 – GOING CONCERN The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. We incurred $3,093,608 and $11,352,944, respectively, in losses, and we used $442,135 and $263,313, respectively, in cash for operations for the nine months ended September 30, 2023 and 2022. We calculate the net cash used by operating activities by decreasing, or increasing in case of gain, our let loss by those items that do not require the use of cash such as depreciation, amortization, research and development, derivative expense or gain, gain on extinguishment of debt and share-based compensation which totaled to a net $343,636 for 2023 and $7,704,624 for 2022. In addition, we report increases and reductions in liabilities as uses of cash and decreases 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, 2023, we had a net change in our assets and liabilities of $2,303,246 primarily from an increase in accounts payable from lag of payments for accounts payable for cash flow considerations and increase in prepaid expenses. For the nine months ended September 30, 2022 we had a net increase to our assets and liabilities of $3,385,007 for similar reasons. Cash flows from financing activities were $382,505 and $(175,057) for the nine months ended September 30, 2023 and 2022, respectively. For the nine months ended September 30, 2023, these cash flows were generated from proceeds from convertible notes of $358,500 and other notes receivable - related parties of $139,931 offset by payment on convertible loans, advances and factoring agreements of $83,221 and $32,705 in cash used in discontinued operations. For the nine months ended September 30, 2022, cash flows were generated from proceeds from convertible notes, loans and advances of $1,256,187 offset by payment on convertible loans, advances and factoring agreements of $1,391,580 and payments on amounts payable – related parties of $39,664. Cash flows used in investing activities were $0 and $16,297, respectively, for the nine months ended September 30, 2023 and 2022 primarily related to the acquisition of property and equipment for 2022 and discontinued operations for 2023. 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 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, 2022 and 2021. Financing activities described below have helped with working capital and other capital requirements. We incurred $21,749,920 and $4,095,507, respectively, in losses, and we used $226,493 and $995,093, respectively, in cash for operations for the years ended December 31, 2022 and 2021. We calculate the net cash used by operating activities by decreasing, or increasing in case of gain, our let loss by those items that do not require the use of cash such as depreciation, amortization, promissory note issued for research and development, note payable issued for legal fees, derivative expense or gain, gain on extinguishment of debt, loss on conversion of notes payable, impairment of goodwill and long-lived assets and share-based compensation which totaled to a net $16,746,502 for 2022 and $(1,170,451) for 2021. In addition, we report increases in assets and reductions in liabilities as uses of cash and decreases in 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, 2022, we had a net increase in our assets and liabilities of $4,776,925 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, 2021 we had a net increase to our assets and liabilities of $4,270,865 for similar reasons. Cash flows from financing activities were $(180,525) and $1,169,810 for the years ended December 31, 2022 and 2021, respectively. For the year ended December 30, 2022, these cash flows were generated from proceeds from convertible notes, loans and advances of $1,256,187 offset by payment on convertible loans, advances and factoring agreements of $1,391,580 and payments on convertible notes and amounts payable – related parties of $45,132. For the year ended December 31, 2021, these cash flows were generated from the sale of Series D Preferred Stock, common stock subscriptions of $610,502, proceeds from convertible notes, loans and advances of $3,900,400 offset by payment on convertible loans, advances and factoring agreements of $3,502,592 and payments on convertible notes and amounts payable – related parties of $64,480. Cash flows provided by (used in) investing activities were $(22,747) and $324,040, respectively, for the years ended December 31, 2022 and 2021 primarily related to the acquisition of property and equipment and the purchase of IST. 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, for a period of time, the Company closed certain offices, all of which have be subsequently reopened. The Company continues to monitor developments, including government requirements and recommendations at the national, state, and local level to evaluate possible extensions to all or part of such closures. The Company has taken advantage of the stimulus offerings and received $1,402,700 in PPP loans. All of these PPP loans were forgiven in the year ended December 31, 2021. The Company is also in the process of trying to raise debt and equity financing, some of which may have to be used for working capital shortfalls if revenues continue to decline. During the year ended December 31, 2022, the Company entered into convertible promissory notes for a total of $744,260. Subsequent to December 31, 2022, the Company entered into convertible promissory notes for $81,675 and $330,000. 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, 2023 | Dec. 31, 2022 | |
PROPERTY AND EQUIPMENT | ||
PROPERTY AND EQUIPMENT | NOTE 4 – PROPERTY AND EQUIPMENT Property and equipment and related accumulated depreciation as of September 30, 2023 and December 31, 2022 are as follows: 2023 2022 Property and equipment: Land $ 1,226,000 — Office furniture and equipment 77,859 77,859 Total land, property and equipment 1,303,859 77,859 Accumulated depreciation (77,859 ) (75,404 ) Property and equipment, net $ 1,226,000 $ 2,455 Depreciation expense was $2,454 and $448,943 for the nine months ended September 30, 2023 and 2022, respectively. | NOTE 4 – PROPERTY AND EQUIPMENT Property and equipment and related accumulated depreciation as of December 31, 2022 and 2021 are as follows: 2022 2021 Property and equipment: Telecommunications fiber and equipment $ — $ 2,686,905 Medical equipment — 209,499 Office furniture and equipment 84,180 77,859 Total Property and equipment $ 84,180 $ 2,974,263 Accumulated depreciation (79,616 ) (1,325,241 ) Property and equipment, net $ 4,564 $ 1,649,022 Depreciation expense was $583,968 and $682,111 for the years ended December 31, 2022 and 2021, respectively. Approximately $200,000 of property and equipment, included herein, were financed through a financing lease. See Note 9. We periodically review the carrying amount of our depreciable long-lived assets for impairment which include property and equipment, intangible assets and right of use 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, 2022, we adjusted the net book values of the equipment of TPT SpeedConnect, all intangibles, and the right of use assets as it became doubtful given that the estimated future cash flows would recover the net book values. We recorded impairment expenses of $7,283,276 for the year ended December 31, 2022 comprised of $954,119 for property and equipment, $3,000,013 for intangibles, $3,224,487 for right of use assets and $104,657 for goodwill. The Company recognized a gain of $485,404 during the year ended December 31, 2021 primarily from a theft of equipment that occurred. The gain represented the cash received from insurance carrier over the net book value on the books at the time of the theft. |
DEBT FINANCING ARRANGEMENTS
DEBT FINANCING ARRANGEMENTS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
DEBT FINANCING ARRANGEMENTS | ||
DEBT FINANCING ARRANGEMENTS | NOTE 5 – DEBT FINANCING ARRANGEMENTS Financing arrangements as of September 30, 2023 and December 31, 2022 are as follows: 2023 2022 Loans and advances (1) $ 470,092 $ 470,092 Convertible notes payable (2) 3,424,556 3,054,869 Factoring agreements (3) 532,467 577,177 Debt – third party $ 4,427,115 $ 4,102,138 Line of credit, related party secured by assets (4) $ 2,742,929 $ 2,742,929 Debt– other related party, net of discounts (5) 2,015,500 2,015,500 Convertible debt – related party (6) 553,100 553,100 Shareholder debt (7) 144,081 4,150 Debt – related party $ 5,455,610 $ 5,315,679 Total financing arrangements $ 9,882,725 $ 9,417,817 Less current portion: Loans, advances and factoring agreements – third party $ (1,002,559 ) $ (902,809 ) Convertible notes payable third party (3,424,556 ) (3,054,869 ) Debt – related party, net of discount (4,902,510 ) (4,762,579 ) Convertible notes payable– related party (553,100 ) (553,100 ) (9,882,725 ) (9,273,357 ) Total long term debt $ — $ 144,460 __________ (1) The terms of $40,000 of this balance are similar to that of the Line of Credit which bears interest at adjustable rates, 1 month LIBOR plus 2%, 7.44% as of September 30, 2022, and is secured by assets of the Company, was due August 31, 2020, as amended. $360,000 is a bank loan dated May 28, 2019 which bears interest at Prime plus 6%, 14.0% as of September 30, 2023 and, as amended, is interest only through October 1, 2023 at which time the monthly payment of principal and interest of $40,000 is required until the due date of May 1, 2024. The bank loan is collateralized by assets of the Company. This loan may be considered in default as the Company did not make its payment of principal and interest on October 1, 2023. The Company is in discussions with the bank to restructure this bank loan. On June 4, 2019, the Company consummated a Securities Purchase Agreement with Odyssey Capital Funding, LLC. (“Odyssey”) for the purchase of a $525,000 Convertible Promissory Note (“Odyssey Convertible Promissory Note”). The Odyssey Convertible Promissory Note was due June 3, 2020, paid interest at the rate of 12% (24% default) per annum and gave the holder the right from time to time, and at any time during the period beginning six months from the issuance date to convert all of the outstanding balance into common stock of the Company limited to 4.99% of the outstanding common stock of the Company. The conversion price was 55% multiplied by the average of the two lowest trading prices for the common stock during the previous 20 trading days prior to the applicable conversion date. The Odyssey Convertible Promissory Note could be prepaid in full at 125% to 145% up to 180 days from origination. Through June 3, 2020, Odyssey converted $49,150 of principal and $4,116 of accrued interest into 52,961,921 shares of common stock of the Company. On June 8, 2020, Odyssey agreed to convert the remaining principal and accrued interest balance on the Odyssey Convertible Promissory Note of $475,850 and $135,000, respectively, to a term loan payable in six months in the form of a balloon payment, earlier if the Company has a funding event, bearing simple interest on the unpaid balance of 0% for the first three months and then 10% per annum thereafter. The loan was in default as of March 31, 2022. During April 2022, Odyssey accepted to exchange all of its outstanding principal and interest as of March 31, 2022 of $685,682 into 137,136 of TPT Series E Preferred Shares. Effective September 30, 2020, we entered into a Purchase Agreement by which we agreed to purchase the 500,000 outstanding Series A Preferred shares of TPT Strategic, Inc., our majority owned subsidiary, in an agreed amount of $350,000 in cash or common stock, if not paid in cash, at the five day average price preceding the date of the request for effectiveness after the filing of a registration statement on Form S-1. This was modified December 28 and 29, 2020, to provide for registration of 7,500,000 common shares for resale at the market price. Any balance due on notes was to be calculated after an accounting for the net sales proceeds from sale of the stock by February 28, 2021 and was to be paid in cash or stock thereafter. The Series A Preferred shares were purchased from the Michael A. Littman, Atty. Defined Benefit Plan. The $350,000 is recorded as a Note Payable. During the year ended December 31, 2021, it was determined that there was a deficiency of approximately $185,000 from net sales proceeds which is accounted for in accounts payable. The Company purchased all of the 500,000 Series A Super Majority Voting Preferred Shares of ASHI for a convertible note payable of $500,000 due in 180 days which bears interest at 6.0% per annum and is convertible to shares of the Company’s common stock at 85% of the volume weighted average price for the preceding 5 market trading days. The ASHI convertible note payable was valued at $508,553 upon acquisition. The remaining balances generally bear interest at approximately 10%, have maturity dates that are due on demand or are past due, are unsecured and are classified as current in the balance sheets. (2) During 2017, the Company issued convertible promissory notes in the amount of $67,000 (comprised of $62,000 from two related parties and $5,000 from a former officer of CDH), all which were due May 1, 2020 and bear 6% annual interest (12% default interest rate). The convertible promissory notes are convertible, as amended, at $0.25 per share. These convertible promissory notes were not repaid May 1, 2020 and are delinquent. The Company is working to renegotiate these promissory notes. On June 11, 2019, the Company consummated a Securities Purchase Agreement with EMA Financial, LLC. (“EMA”) for the purchase of a $250,000 Convertible Promissory Note (“EMA Convertible Promissory Note”). The EMA Convertible Promissory Note is due June 11, 2020, pays interest at the rate of 12% (principal amount increases 200% and interest rate increases to 24% under default) per annum and gives the holder the right from time to time to convert all of the outstanding balance into common stock of the Company limited to 4.99% of the outstanding common stock of the Company. The conversion price is 55% multiplied by the lowest traded price for the common stock during the previous 25 trading days prior to the applicable conversion date. The EMA Convertible Promissory Note may be prepaid in full at 135% to 150% up to 180 days from origination. Prior to December 31, 2020, EMA converted $35,366 of principal into 147,700,000 shares of common stock of the Company. As such, the principal and accrued interest balances owning to EMA at September 30, 2023 is $503,771 and $507,487, respectively. 1,000,000 warrants were issued in conjunction with the issuance of this debt. See Note 8. See below regarding derivative securities in default. On October 6, 2021, TPT Global Tech, Inc. and FirstFire Global Opportunities Fund, LLC. entered into a convertible promissory note totaling $1,087,000 and a securities purchase agreement (“FirstFire Note”). The FirstFire Note has an original issue discount of 8% and bears interest at 10%, with a default rate of 24%, and is convertible into shares of the Company’s common stock. There is a mandatory conversion in the event a Nasdaq Listing prior to nine months from funding for which the Holder’s principal and interest balances will be converted at a price equal to 25% discount to the opening price on the first day the Company trades on Nasdaq. There is also a voluntary conversion of all principal and accrued interest at the discretion of the Holder at the lower of (1) 75% of the two lowest trade prices during the fifteen consecutive trading day period ending on the trading day immediately prior to the applicable conversion date or (2) discount to market based on subsequent financings with other investors. Subsequent debt issuances have lowered this price to $0.025 per share, adjusted to $.0075 during the three months ended March 31, 2022. The Holder was given registration rights. The FirstFire Note may be prepaid in whole or in part of the outstanding balances at 115% prior to maturity. 225,000,000 common shares of the Company have been reserved with the transfer agent for possible conversion and exercise of warrants. Warrants to purchase 55,000,000 shares of common stock at 110% of the opening price on the first day the Company trades on the Nasdaq exchange were issued to the Holder. Through September 30, 2023, the Company has exercised its right to convert $558,660 of principal into 377,000,000 shares of common shares leaving a principal and accrued interest balance at September 30, 2023 of $800,090 in principal and $618,560 in accrued interest. See below regarding derivative securities in default. On October 13, 2021, TPT Global Tech, Inc. and Cavalry Investment Fund LP entered into a convertible promissory note totaling $271,250 and a securities purchase agreement (“Cavalry Investment Note”). The Cavalry Investment Note has an original issue discount of 8% and bears interest at 10%, with a default rate of 24%, and is convertible into shares of the Company’s common stock. There is a mandatory conversion in the event a Nasdaq Listing prior to nine months from funding for which the Holder’s principal and interest balances will be converted at a price equal to 25% discount to the opening price on the first day the Company trades on Nasdaq. There is also a voluntary conversion of all principal and accrued interest at the discretion of the Holder at the lower of (1) 75% of the two lowest trade prices during the fifteen consecutive trading day period ending on the trading day immediately prior to the applicable conversion date or (2) discount to market based on subsequent financings with other investors. Subsequent debt issuances have lowered this price to $0.025 per share, adjusted to $.0075. The Holder was given registration rights. The Cavalry Investment Note may be prepaid in whole or in part of the outstanding balances at 115% prior to maturity. 56,250,000 common shares of the Company have been reserved with the transfer agent for possible conversion and exercise of warrants. Warrants to purchase 13,750,000 shares of common stock at 110% of the opening price on the first day the Company trades on the Nasdaq exchange were issued to the Holder. Through September 30, 2023, the Company has exercised its right to convert $67,000 of principal into 55,833,334 shares of common stock leaving a principal and accrued interest balance at September 30, 2023 of $272,688 and $121,234, respectively. See below regarding derivative securities in default. On October 13, 2021, TPT Global Tech, Inc. and Cavalry Fund I, LP entered into a convertible promissory note totaling $815,250 and a securities purchase agreement (“Cavalry Fund I Note”). The Cavalry Fund I Note has an original issue discount of 8% and bears interest at 10%, with a default rate of 24%, and is convertible into shares of the Company’s common stock. There is a mandatory conversion in the event a Nasdaq Listing prior to nine months from funding for which the Holder’s principal and interest balances will be converted at a price equal to 25% discount to the opening price on the first day the Company trades on Nasdaq. There is also a voluntary conversion of all principal and accrued interest at the discretion of the Holder at the lower of (1) 75% of the two lowest trade prices during the fifteen consecutive trading day period ending on the trading day immediately prior to the applicable conversion date or (2) discount to market based on subsequent financings with other investors. Subsequent debt issuances have lowered this price to $0.0075 per share. The Holder was given registration rights. The Cavalry Fund I Note may be prepaid in whole or in part of the outstanding balances at 115% prior to maturity. 168,750,000 common shares of the Company have been reserved with the transfer agent for possible conversion and exercise of warrants. Warrants to purchase 41,250,000 shares of common stock at $110% of the opening price on the first day the Company trades on the Nasdaq exchange were issued to the Holder. Through September 30, 2023, the Company exercised its right to convert $192,230 of principal and penalties into 168,750,000 shares of common stock leaving a principal and accrued interest balance at September 30, 2023 of $826,833 and $364,810, respectively. See below regarding derivative securities in default. On January 31, 2022, TPT Global Tech, Inc. and Blue Lake Partners, LLC entered into a convertible promissory note totaling $271,750 and a securities purchase agreement (“Blue Lake Note”). The Blue Lake Note is due twelve months from funding, has an original issue discount of 8% and interest rate at 10% per annum (default, as defined, at 16%). There is an optional conversion in the event a Nasdaq Listing prior to nine months from funding for which the Holder’s principal and interest balances will be converted at a price equal to 25% discount to the opening price on the first day the Company trades on Nasdaq. There is also a voluntary conversion of all principal prepaid in whole or in part of the outstanding balances at 100% prior to maturity unless the Holder chose to convert their balances into common stock which they have three days to do so. 73,372,499 common shares of the Company have been reserved with the transfer agent for possible conversion and exercise of warrants. Warrants, expiring five years from issuance, were issued to exercise up to 9,058,333 warrants to purchase 9,058,333 common shares at $0.015, provided, however, that if the Company consummates an Uplist Offering on or before July 6, 2022 then the exercise price shall equal 110% of the offering price at which the Uplist Offering is made. The Company and the holder executed the securities purchase agreement in accordance with and in reliance upon the exemption from securities registration for offers and sales to accredited investors afforded, inter alia, by Rule 506 under Regulation D as promulgated by the SEC under the 1933 Act, and/or Section 4(a)(2) of the 1933 Act. Through September 30, 2023, Blue Lake exercised its right to convert $360,447 of principal, interest and penalties into 48,059,600 of common shares leaving a balance of $8,165 in principal and $0 of accrued interest as of September 30, 2023. See below regarding derivative securities in default. On June 13, 2022, TPT Global Tech, Inc. and 1800 Diagonal Lending LLC entered into a $200,760 promissory note agreement (1800 Diagonal Note”). The 1800 Diagonal Note has an original issue discount of 12%, or $21,510, and bears interest at 22%, and is convertible into shares of the Company’s common stock only under default, as defined. 10 payments of $22,485 beginning on July 30, 2022 are to be made each month totaling $224,851. At any time following default, as defined, conversion rights exist at a discount rate of 25% of the lowest trading price for the Company’s common stock during the previous 10 trading days prior to conversion. 194,676,363 common shares of the Company have been reserved with the transfer agent for possible conversion under a default. Through September 30, 2023, 1800 Diagonal exercised its right to convert $236,094 of principal and interest into 190,987,049 of common shares leaving a balance of $0 in principal and accrued interest as of September 30, 2023. See below regarding derivative securities in default. On February 8, 2023, TPT Global Tech, Inc. and 1800 Diagonal Lending LLC entered into a $81,675 promissory note agreement (1800 Diagonal Note #2”). The 1800 Diagonal Note #2 has an original issue discount of 9%, or $7,425, and bears interest at 9%, 22% upon default, and is convertible into shares of the Company’s common stock only under default, as defined. Total of $81,675 plus and accrued interest is due February 8, 2024. A penalty on the principal balance has been accrued of $40,838 because of defaults of covenants on other financing arrangements. At any time following default, as defined, conversion rights exist at a discount rate of 25% of the lowest trading price for the Company’s common stock during the previous 10 trading days prior to conversion. 150,000,000 common shares of the Company have been reserved with the transfer agent for possible conversion under a default. Through September 30, 2023, 1800 Diagonal Lending LLC has exercised its right to convert $17,000 in principal or interest into 25,000,000 common shares leaving a balance of $105,513 in principal and $17,827 in accrued interest as of September 30, 2023. See below regarding derivative securities in default. On February 9, 2023, TPT Global Tech, Inc. and FirstFire Global Opportunities Fund, LLC (“First Fire”) entered into a $330,000 promissory note agreement (Firstfire Note #2”). The FirstFire Note #2 has an original issue discount of 9%, or $30,000, and bears interest at 10%, 20% upon default, and is convertible into shares of the Company’s common stock only under default, as defined. $33,000 of interest is considered earned at the issue date. Total of $330,000 plus accrued interest is due February 8, 2024. A penalty on the principal balance has been accrued of $165,000 because of defaults of covenants on other financing arrangements. Conversion rights exist that at any time after issuance, the FirstFire Note #2 can be exchanged for shares of common stock at $.0012 per share. 350,000,000 common shares of the Company’s common stock have been reserved with the transfer agent for possible conversion. Through September 30, 2023, First Fire has exercised its right to convert $96,000 of principal or interest into 80,000,000 of common shares leaving a balance of $495,000 in principal and $74,250 in accrued interest as of September 30, 2023. The Company entered into a convertible note payable March 27, 2023 with Michael Littman, Atty Defined Benefit Plan for the acquisition of 500,000 Series A Super Majority Voting Preferred Shares of ASHI due in 180 days, bearing interest at 6.0% per annum (12% default rate) and is convertible into shares of the Company’s common stock at 85% of the volume weighted average price for the preceding five market trading days. The Company is in default under all of its derivative financial instruments and has accounted for these defaults under each agreements default provisions. In February 2022, the Company defaulted on its FirstFire, Cavalry Investment, and Cavalry Fund I Notes for failure to uplist within one hundred twenty (120) days from the date of the Notes. Talos, Blue Lake and 1800 Diagonal are in default from cross default provisions. In total, $916,895 was recorded as interest expense representing additional principal and interest because of default. Notice of default was received from EMA for not reserving enough shares for conversion and for not having filed a Form S-1 Registration Statement with the Securities and Exchange Commission. It was the intent of the Company to pay back all derivative securities prior to the due dates but that has not occurred in case of EMA. As such, the Company is currently in negotiations with EMA and relative to extending the due date and changing terms on the Note. The Company has been named in a lawsuit by EMA for failing to comply with a Securities Purchase Agreement entered into in June 2019. See Note 9 Other Commitments and Contingencies. (3) On April 1, 2022, the Company entered into a Future Receivable Sale and Purchase Agreement (“Mr. Advance Agreement”) with Mr. Advance LLC (”Mr. Advance”). The balance to be purchased and sold is $411,000 for which the Company received $270,715, net of fees. Under the Mr. Advance Agreement, the Company is to pay $8,935 per week for 46 weeks at an effective interest rate of approximately 36% annually. The Company is in default with this Agreement for non-payment and is working to restructure its terms. The balance outstanding as of September 30, 2023 is $214,484, net of discounts and payments made. On April 1, 2022, the Company entered into a Future Receipts Sale and Purchase Agreement (“CLOUDFUND Agreement”) with CLOUDFUND LLC (”CLOUDFUND”). The balance to be purchased and sold is $411,000 for which the Company received $272,954, net of fees. Under the CLOUDFUND Agreement, the Company is to pay $8,935 per week for 46 weeks at an effective interest rate of approximately 36% annually. The Company is in default with this Agreement for non-payment and is working to restructure its terms. The balance outstanding as of September 30, 2023 is $244,670, net of discounts. On April 27, 2022, the Company entered into a Future Receivables Sale and Purchase Agreement (“Fox Capital Agreement”) with Fox Capital Group, Inc. (”Fox Capital”). The balance to be purchased and sold is $138,000 for which the Company received $90,000, net of fees. Under the Fox Capital Agreement, the Company is to pay $4,313 per week for 32 weeks at an effective interest rate of approximately 36% annually. The Company is in default with this Agreement for non-payment and is working to restructure its terms. The balance outstanding as of September 30, 2023 is $73,313, net of discounts. (4) The Line of Credit originated with a bank and was secured by the personal assets of certain shareholders of Copperhead Digital. During 2016, the Line of Credit was assigned to the Copperhead Digital shareholders, who subsequent to the Copperhead Digital acquisition by TPTG became shareholders of TPTG, and the secured personal assets were used to pay off the bank. The Line of Credit bears a variable interest rate based on the 1 Month LIBOR plus 2.0%, 7.44% as of September 30, 2023, is payable monthly, and is secured by the assets of the Company. 1,000,000 shares of Common Stock of the Company have been reserved internally to accomplish raising the funds to pay off the Line of Credit. Since assignment of the Line of Credit to certain shareholders, which balance on the date of assignment was $2,597,790, those shareholders have loaned the Company $445,600 under the similar terms and conditions as the line of credit but most of which were also given stock options totaling $85,120 which expired as of December 31, 2019 (see Note 8) and was due, as amended, August 31, 2020. $300,461 of the principal balance was exchanged for 60,092 shares of Series E Preferred Stock in April 2022. See Note 8. 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 VuMe, formerly ViewMe Live technology acquired in 2017, later agreed to as being due and payable in full, with no interest with $2,000,000 from debt proceeds and the remainder from proceeds from a second Company public offering. $1,000,000 represents a promissory note which was entered into on May 6, 2020 for the acquisition of Media Live One Platform from Steve and Yuanbing Caudle for the further development of software. This was expensed as research and development in the year ended December 31, 2020. This $1,000,000 promissory note is non-interest bearing, due after funding has been received by the Company from its various investors and other sources. Mr. Caudle is a principal with the Company’s VuMe technology. Both the $4,000,000 and $1,000,000 promissory notes related to the VuMe technology and Media Live One Platform were exchanged through a Software Acquisition Agreement dated as of March 25, 2022 for shares of the Company’s Series E Preferred Stock. See Note 8. In this same agreement, the Company agreed to pay Mr. and Mrs. Caudle $1,750,000 for additional developed software that will be used with the VuMe technology which was expensed as research and development during the year ended December 31, 2022. $200,000 had been paid and was accounted for as a deposit as of December 31, 2021. Subsequently, this was used against the purchase price and the remainder was setup as a note payable. $550,000 to be paid from first proceeds raised by the Company and $1,000,000 as agreed by the Company and Mr. and Mrs. Caudle. $115,500 represents part of a $500,000 Note Payable related to the acquisition of 75% of Air Fitness, payable six months from the date of the note or as agreed by the Company out of future capital raising efforts. During 2022, $384,500 of the Note Payable and $49,985 of accrued interest were exchanged for 104,961 Series E Preferred Shares. (6) During 2018, the Company issued convertible promissory notes in the amount of $537,200 to related parties and $10,000 to a non-related party which bear interest at 6% (11% default interest rate), are due 30 months from issuance and are convertible into Series C Preferred Stock at $1.00 per share. $106,000 of these notes were exchanged for 21,200 shares of Series E Preferred Stock in April 2022 and $19,400 were repaid prior to December 31, 2021. (7) The shareholder debt represents funds given to TPTG or subsidiaries by officers and managers of the Company as working capital. There are no written terms of repayment or interest that is being accrued to these amounts and they will only be paid back, according to management, if cash flows support it. They are classified as current in the balance sheets. See Lease financing arrangement in Note 8. | NOTE 5 – DEBT FINANCING ARRANGEMENTS Financing arrangements as of December 31, 2022 and 2021 are as follows: 2022 2021 Loans and advances (1) $ 844,053 $ 941,242 Convertible notes payable (2) 3,054,869 1,162,606 Factoring agreements (3) 577,177 723,754 Debt – third party $ 4,476,099 $ 2,827,602 Line of credit, related party secured by assets (4) $ 2,742,929 $ 3,043,390 Debt– other related party, net of discounts (5) 2,015,500 7,450,000 Convertible debt – related party (6) 553,100 902,781 Shareholder debt (7) 4,150 49,452 Debt – related party $ 5,315,679 $ 11,445,623 Total financing arrangements $ 9,791,778 $ 14,273,225 Less current portion: Loans, advances and factoring agreements – third party $ (1,276,770 ) $ (1,446,571 ) Convertible notes payable third party (3,054,869 ) (1,162,606 Debt – related party, net of discount (4,762,579 ) (10,542,842 ) Convertible notes payable– related party (553,100 ) (902,781 ) (9,647,318 ) (14,054,800 ) Total long term debt $ 144,460 $ 218,425 _____________________________ (1) The terms of $40,000 of this balance are similar to that of the Line of Credit which bears interest at adjustable rates, 1 month LIBOR plus 2%, 4.4% as of December 31, 2022, and is secured by assets of the Company, was due August 31, 2020, as amended, and included 8,000 stock options as part of the terms which options expired December 31, 2019 (see Note 7). $360,000 is a bank loan dated May 28, 2019 which bears interest at Prime plus 6%, 13.0% as of December 31, 2022 and, as amended, is interest only through May 1 2023 at which time the monthly payment of principal and interest of $29,838 is required until the due date of May 1, 2024. The bank loan is collateralized by assets of the Company. On June 4, 2019, the Company consummated a Securities Purchase Agreement with Odyssey Capital Funding, LLC. (“Odyssey”) for the purchase of a $525,000 Convertible Promissory Note (“Odyssey Convertible Promissory Note”). The Odyssey Convertible Promissory Note was due June 3, 2020, paid interest at the rate of 12% (24% default) per annum and gave the holder the right from time to time, and at any time during the period beginning six months from the issuance date to convert all of the outstanding balance into common stock of the Company limited to 4.99% of the outstanding common stock of the Company. The conversion price was 55% multiplied by the average of the two lowest trading prices for the common stock during the previous 20 trading days prior to the applicable conversion date. The Odyssey Convertible Promissory Note could be prepaid in full at 125% to 145% up to 180 days from origination. Through June 3, 2020, Odyssey converted $49,150 of principal and $4,116 of accrued interest into 52,961,921 shares of common stock of the Company. On June 8, 2020, Odyssey agreed to convert the remaining principal and accrued interest balance on the Odyssey Convertible Promissory Note of $475,850 and $135,000, respectively, to a term loan payable in six months in the form of a balloon payment, earlier if the Company has a funding event, bearing simple interest on the unpaid balance of 0% for the first three months and then 10% per annum thereafter. During April 2022, Odyssey accepted to exchange all of its outstanding principal and interest of $685,682 into 137,136 of TPT Series E Preferred Shares. Effective September 30, 2020, we entered into a Purchase Agreement by which we agreed to purchase the 500,000 outstanding Series A Preferred shares of 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. During the year ended December 31, 2021, it was determined the there was a deficiency of approximately $185,000 from net sales proceeds which is accounted for in accounts payable. At December 31, 2022, IST had a line of credit agreement with a bank in the amount of $350,000. At December 31, 2022, this line had an outstanding balance of $349,518. The line bears interest at prime plus 2.5%. The line is automatically renewed annually and any drawn amounts are due on demand. At December 31, 2022, IST had a second line of credit agreement with a bank in the amount of $25,000. At December 31, 2022, this line had an outstanding balance of $24,443. The line bears interest at prime plus 15.47%. The line is automatically renewed annually and any drawn amounts are due on demand. The remaining balances generally bear interest at approximately 10%, have maturity dates that are due on demand or are past due, are unsecured and are classified as current in the balance sheets. (2) During 2017, the Company issued convertible promissory notes in the amount of $67,000 (comprised of $62,000 from two related parties and $5,000 from a former officer of CDH), all which were due May 1, 2020 and bear 6% annual interest (12% default interest rate). The convertible promissory notes are convertible, as amended, at $0.25 per share. These convertible promissory notes were not repaid May 1, 2020, and are delinquent. The Company is working to renegotiate these promissory notes. On March 25, 2019, the Company consummated a Securities Purchase Agreement dated March 18, 2019 with Auctus Fund, LLC. (“Auctus”) for the purchase of a $600,000 Convertible Promissory Note (“Auctus Convertible Promissory Note”). The Auctus Convertible Promissory Note is due December 18, 2019, pays interest at the rate of 12% (24% default) per annum and gives the holder the right from time to time, and at any time during the period beginning 180 days from the origination date or at the effective date of the registration of the underlying shares of common stock, which the holder has registration rights for, to convert all of the outstanding balance into common stock of the Company limited to 4.99% of the outstanding common stock of the Company. The conversion price is the lessor of the lowest trading price during the previous 25 trading days prior the date of the Auctus Convertible Promissory Note or 50% multiplied by the average of the two lowest trading prices for the common stock during the previous 25 trading days prior to the applicable conversion date. Auctus converted $33,180 of principal and $142,004 of accrued interest into 376,000,000 shares of common stock of the Company prior to December 31, 2020. 2,000,000 warrants were issued in conjunction with the issuance of this debt. Pursuant to claims by Auctus that the Company had not complied with terms of the Auctus Convertible Promissory Note, the Company and Auctus entered into a settlement agreement dated October 13, 2021 where by the Company paid $763,231.97 and allowed Auctus to exercise its right to exercise 15,000,000 warrants to purchase 15,000,000 shares of common stock. As such, the balance owning to Auctus as of December 31, 2022 is zero. The Company recognized a gain on debt extinguishment of $7,068,339 when this Auctus Convertible Promissory Note was paid off in large part because of the related derivative liability on the books at the time of the settlement. See Note 8. On June 11, 2019, the Company consummated a Securities Purchase Agreement with EMA Financial, LLC. (“EMA”) for the purchase of a $250,000 Convertible Promissory Note (“EMA Convertible Promissory Note”). The EMA Convertible Promissory Note is due June 11, 2020, pays interest at the rate of 12% (principal amount increases 200% and interest rate increases to 24% under default) per annum and gives the holder the right from time to time to convert all of the outstanding balance into common stock of the Company limited to 4.99% of the outstanding common stock of the Company. The conversion price is 55% multiplied by the lowest traded price for the common stock during the previous 25 trading days prior to the applicable conversion date. The EMA Convertible Promissory Note may be prepaid in full at 135% to 150% up to 180 days from origination. Prior to December 31, 2020, EMA converted $35,366 of principal into 147,700,000 shares of common stock of the Company. As such, the principal and accrued interest balances owning to EMA at December 31, 2022 is $503,771 and $416,808, respectively. 1,000,000 warrants were issued in conjunction with the issuance of this debt. See Note 8. See below regarding derivative securities in default. On October 6, 2021, TPT Global Tech, Inc. and FirstFire Global Opportunities Fund, LLC. entered into a convertible promissory note totaling $1,087,000 and a securities purchase agreement (“FirstFire Note”). The FirstFire Note has an original issue discount of 8% and bears interest at 10%, with a default rate of 24%, and is convertible into shares of the Company’s common stock. There is a mandatory conversion in the event a Nasdaq Listing prior to nine months from funding for which the Holder’s principal and interest balances will be converted at a price equal to 25% discount to the opening price on the first day the Company trades on Nasdaq. There is also a voluntary conversion of all principal and accrued interest at the discretion of the Holder at the lower of (1) 75% of the two lowest trade prices during the fifteen consecutive trading day period ending on the trading day immediately prior to the applicable conversion date or (2) discount to market based on subsequent financings with other investors. Subsequent debt issuances have lowered this price to $0.025 per share, adjusted to $.0075 subsequent to December 31, 2021. The Holder was given registration rights. The FirstFire Note may be prepaid in whole or in part of the outstanding balances at 115% prior to maturity. 225,000,000 common shares of the Company have been reserved with the transfer agent for possible conversion and exercise of warrants. Warrants to purchase 55,000,000 shares of common stock at 110% of the opening price on the first day the Company trades on the Nasdaq exchange were issued to the Holder. During the year ended December 31, 2022, the Company exercised its right to convert $246,660 of principal into 117,000,000 shares of common shares leaving a principal and accrued interest balance at December 31, 2022 of $1,112,090 in principal and $463,184 in accrued interest. See below regarding derivative securities in default. On October 13, 2021, TPT Global Tech, Inc. and Cavalry Investment Fund LP entered into a convertible promissory note totaling $271,250 and a securities purchase agreement (“Cavalry Investment Note”). The Cavalry Investment Note has an original issue discount of 8% and bears interest at 10%, with a default rate of 24%, and is convertible into shares of the Company’s common stock. There is a mandatory conversion in the event a Nasdaq Listing prior to nine months from funding for which the Holder’s principal and interest balances will be converted at a price equal to 25% discount to the opening price on the first day the Company trades on Nasdaq. There is also a voluntary conversion of all principal and accrued interest at the discretion of the Holder at the lower of (1) 75% of the two lowest trade prices during the fifteen consecutive trading day period ending on the trading day immediately prior to the applicable conversion date or (2) discount to market based on subsequent financings with other investors. Subsequent debt issuances have lowered this price to $0.025 per share, adjusted to $.0075 subsequent to December 31, 2021. The Holder was given registration rights. The Cavalry Investment Note may be prepaid in whole or in part of the outstanding balances at 115% prior to maturity. 56,250,000 common shares of the Company have been reserved with the transfer agent for possible conversion and exercise of warrants. Warrants to purchase 13,750,000 shares of common stock at 110% of the opening price on the first day the Company trades on the Nasdaq exchange were issued to the Holder. During the year ended December 31, 2022, the Company exercised its right to convert $18,000 of principal into 15,000,000 shares of common stock leaving a principal and accrued interest balance at December 31, 2022 of $321,688 and $70,680, respectively. See below regarding derivative securities in default. On October 13, 2021, TPT Global Tech, Inc. and Cavalry Fund I, LP entered into a convertible promissory note totaling $815,250 and a securities purchase agreement (“Cavalry Fund I Note”). The Cavalry Fund I Note has an original issue discount of 8% and bears interest at 10%, with a default rate of 24%, and is convertible into shares of the Company’s common stock. There is a mandatory conversion in the event a Nasdaq Listing prior to nine months from funding for which the Holder’s principal and interest balances will be converted at a price equal to 25% discount to the opening price on the first day the Company trades on Nasdaq. There is also a voluntary conversion of all principal and accrued interest at the discretion of the Holder at the lower of (1) 75% of the two lowest trade prices during the fifteen consecutive trading day period ending on the trading day immediately prior to the applicable conversion date or (2) discount to market based on subsequent financings with other investors. Subsequent debt issuances have lowered this price to $0.0075 per share. The Holder was given registration rights. The Cavalry Fund I Note may be prepaid in whole or in part of the outstanding balances at 115% prior to maturity. 168,750,000 common shares of the Company have been reserved with the transfer agent for possible conversion and exercise of warrants. Warrants to purchase 41,250,000 shares of common stock at $110% of the opening price on the first day the Company trades on the Nasdaq exchange were issued to the Holder. During the year ended December 31, 2022, the Company exercised its right to convert $61,000 of principal and penalties into 50,161,290 shares of common stock leaving a principal and accrued interest balance at December 31, 2022 of $958,063 and $212,043. See below regarding derivative securities in default. On January 31, 2022, TPT Global Tech, Inc. and Talos Victory Fund, LLC entered into a convertible promissory note totaling $271,750 and a securities purchase agreement (“Talos Note”). The Talos Note is due twelve months from funding, has an original issue discount of 8% and interest rate at 10% per annum (default, as defined, at 16%). There is an optional conversion in the event a Nasdaq Listing prior to nine months from funding for which the Holder’s principal and interest balances will be converted at a price equal to 25% discount to the opening price on the first day the Company trades on Nasdaq. There is also a voluntary conversion of all principal and accrued interest at the discretion of the Holder at $0.0075. The Holder was given registration rights. The Talos Note may be prepaid in whole or in part of the outstanding balances at 100% prior to maturity unless the Holder chose to convert their balances into common stock which they have three days to do so. 73,372,499 common shares of the Company have been reserved with the transfer agent for possible conversion and exercise of warrants. Warrants, expiring five years from issuance, were issued to exercise up to 9,058,333 warrants to purchase 9,058,333 common shares at $0.015, provided, however, that if the Company consummates an Uplist Offering on or before July 6, 2022 then the exercise price shall be 110% of the offering price at which the Uplist Offering is made. The Company and the holder executed the securities purchase agreement in accordance with and in reliance upon the exemption from securities registration for offers and sales to accredited investors afforded, inter alia, by Rule 506 under Regulation D as promulgated by the SEC under the 1933 Act, and/or Section 4(a)(2) of the 1933 Act. During the year ended December 31, 2022, Talos exercised its right to convert $300,675 of principal and interest into 40,090,000 shares of common stock leaving a zero balance of principal and accrued interest. See below regarding derivative securities in default. On January 31, 2022, TPT Global Tech, Inc. and Blue Lake Partners, LLC entered into a convertible promissory note totaling $271,750 and a securities purchase agreement (“Blue Lake Note”). The Blue Lake Note is due twelve months from funding, has an original issue discount of 8% and interest rate at 10% per annum (default, as defined, at 16%). There is an optional conversion in the event a Nasdaq Listing prior to nine months from funding for which the Holder’s principal and interest balances will be converted at a price equal to 25% discount to the opening price on the first day the Company trades on Nasdaq. There is also a voluntary conversion of all principal and accrued interest at the discretion of the Holder at $0.0075. The Holder was given registration rights. The Blue Lake Note may be prepaid in whole or in part of the outstanding balances at 100% prior to maturity unless the Holder chose to convert their balances into common stock which they have three days to do so. 73,372,499 common shares of the Company have been reserved with the transfer agent for possible conversion and exercise of warrants. Warrants, expiring five years from issuance, were issued to exercise up to 9,058,333 warrants to purchase 9,058,333 common shares at $0.015, provided, however, that if the Company consummates an Uplist Offering on or before July 6, 2022 then the exercise price shall equal 110% of the offering price at which the Uplist Offering is made. The Company and the holder executed the securities purchase agreement in accordance with and in reliance upon the exemption from securities registration for offers and sales to accredited investors afforded, inter alia, by Rule 506 under Regulation D as promulgated by the SEC under the 1933 Act, and/or Section 4(a)(2) of the 1933 Act. During the year ended December 31, 2022, Blue Lake exercised its right to convert $360,447 of principal, interest and penalties into 48,059,600 of common shares leaving a balance of $8,165 in principal and $0 of accrued interest as of December 31, 2022. See below regarding derivative securities in default. On June 13, 2022, TPT Global Tech, Inc. and 1800 Diagonal Lending LLC entered into a $200,760 promissory note agreement (1800 Diagonal Note”). The 1800 Diagonal Note has an original issue discount of 12%, or $21,510, and bears interest at 22%, and is convertible into shares of the Company’s common stock only under default, as defined. 10 payments of $22,485 beginning on July 30, 2022 are to be made each month totaling $224,851. At any time following default, as defined, conversion rights exist at a discount rate of 25% of the lowest trading price for the Company’s common stock during the previous 10 trading days prior to conversion. 194,676,363 common shares of the Company have been reserved with the transfer agent for possible conversion under a default. During the year ended December 31, 2022, 1800 Diagonal exercised its right to convert $90,000 of principal, interest into 63,560,606 of common shares leaving a balance of $146,093 in principal and accrued interest as of December 31, 2022. See below regarding derivative securities in default. The Talos Note, Blue Lake and 1800 Diagonal Notes have been accounted for as derivative liabilities. The Company recorded an initial derivative expense of $21,781 for each of the Talos and Blue Lake notes and $36,931 for the 1800 Diagonal Note. In addition, the Company recorded an initial derivative expense of $235,158 for the warrants for the Talos and Blue Lake Notes. The Company is in default under all of its derivative financial instruments and has accounted for these defaults under each agreements default provisions. In February 2022, the Company defaulted on its FirstFire, Cavalry Investment, and Cavalry Fund I Notes for failure to uplist within one hundred twenty (120) days from the date of the Notes. Talos, Blue Lake and 1800 Diagonal are in default from cross default provisions. In total, $704,411 was recorded as interest expense in the year ended December 31, 2022, representing additional principal and interest because of default. Notice of default was received from EMA for not reserving enough shares for conversion and for not having filed a Form S-1 Registration Statement with the Securities and Exchange Commission. It was the intent of the Company to pay back all derivative securities prior to the due dates but that has not occurred in case of EMA. As such, the Company is currently in negotiations with EMA and relative to extending the due date and changing terms on the Note. The Company has been named in a lawsuit by EMA for failing to comply with a Securities Purchase Agreement entered into in June 2019. See Note 9 Other Commitments and Contingencies. (3) $101,244 of the Factoring Agreements is with full recourse, due February 29, 2020, as amended, was established in June 2016 with a company that is controlled by a shareholder and is personally guaranteed by an officer of the Company. This Factoring Agreement is such that the Company pays a discount of 2% per each 30-day period for each advance received against accounts receivable or future billings. The Company was advanced funds from this Factoring Agreement. The $101,244 was exchanged for 20,249 shares of Series E Preferred Stock in April 2022. As such, $0 and $101,244 in principal remained unpaid as of December 31, 2022 and December 31, 2021, respectively. See Note 8. 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. This Lendora Factoring Agreement was rolled into the Lendora Consolidation Agreement explained below. 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 sold gave consideration for all then outstanding factoring agreements which amounted to $1,522,984 for which the Company had outstanding balances totaling $967,496. Payments under this Lendora Consolidation Agreement superseded all other factoring agreement payments and included $ 31,728.85 per week, at an effective interest rate of approximately 36% annually, for 48 weeks. The then outstanding balance owing under the Lendora Consolidation Agreement was paid off in May 2022 of $380,746. On April 1, 2022, the Company entered into a Future Receivable Sale and Purchase Agreement (“Mr. Advance Agreement”) with Mr. Advance LLC (”Mr. Advance”). The balance to be purchased and sold is $411,000 for which the Company received $270,715, net of fees. Under the Mr. Advance Agreement, the Company is to pay $8,935 per week for 46 weeks at an effective interest rate of approximately 36% annually. The Company is in default with this Agreement for non-payment and is working to restructure its terms. The balance outstanding as of December 31, 2022 is $280,201, net of discounts. On April 1, 2022, the Company entered into a Future Receipts Sale and Purchase Agreement (“CLOUDFUND Agreement”) with CLOUDFUND LLC (”CLOUDFUND”). The balance to be purchased and sold is $411,000 for which the Company received $272,954, net of fees. Under the CLOUDFUND Agreement, the Company is to pay $8,935 per week for 46 weeks at an effective interest rate of approximately 36% annually. The Company is in default with this Agreement for non-payment and is working to restructure its terms. The balance outstanding as of December 31, 2022 is $280,201, net of discounts. On April 27, 2022, the Company entered into a Future Receivables Sale and Purchase Agreement (“Fox Capital Agreement”) with Fox Capital Group, Inc. (”Fox Capital”). The balance to be purchased and sold is $138,000 for which the Company received $90,000, net of fees. Under the Fox Capital Agreement, the Company is to pay $4,313 per week for 32 weeks at an effective interest rate of approximately 36% annually. The Company is in default with this Agreement for non-payment and is working to restructure its terms. The balance outstanding as of December 31, 2022 is $73,313, net of discounts. (4) The Line of Credit originated with a bank and was secured by the personal assets of certain shareholders of Copperhead Digital. During 2016, the Line of Credit was assigned to the Copperhead Digital shareholders, who subsequent to the Copperhead Digital acquisition by TPTG became shareholders of TPTG, and the secured personal assets were used to pay off the bank. The Line of Credit bears a variable interest rate based on the 1 Month LIBOR plus 2.0%, 4.4% as of December 31, 2022, is payable monthly, and is secured by the assets of the Company. 1,000,000 shares of Common Stock of the Company have been reserved internally to accomplish raising the funds to pay off the Line of Credit. Since assignment of the Line of Credit to certain shareholders, which balance on the date of assignment was $2,597,790, those shareholders have loaned the Company $445,600 under the similar terms and conditions as the line of credit but most of which were also given stock options totaling $85,120 which expired as of December 31, 2019 (see Note 8) and was due, as amended, August 31, 2020. $300,461 of the principal balance was exchanged for 60,092 shares of Series E Preferred Stock in April 2022. See Note 8. 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 VuMe, formerly ViewMe Live technology acquired in 2017, later agreed to as being due and payable in full, with no interest with $2,000,000 from debt proceeds and the remainder from proceeds from a second Company public offering. $1,000,000 represents a promissory note which was entered into on May 6, 2020 for the acquisition of Media Live One Platform from Steve and Yuanbing Caudle for the further development of software. This was expensed as research and development in the year ended December 31, 2020. This $1,000,000 promissory note is non-interest bearing, due after funding has been received by the Company from its various investors and other sources. Mr. Caudle is a principal with the Company’s VuMe technology. Both the $4,000,000 and $1,000,000 promissory notes related to the VuMe technology and Media Live One Platform were exchanged through a Software Acquisition Agreement dated as of March 25, 2022 for shares of the Company’s Series E Preferred Stock. See Note 8. In this same agreement, the Company agreed to pay Mr. and Mrs. Caudle $1,750,000 for additional developed software that will be used with the VuMe technology which was expensed as research and development during the year ended December 31, 2022. $200,000 had been paid and was accounted for as a deposit as of December 31, 2021. Subsequently, this was used against the purchase price and the remainder was setup as a note payable as of December 31, 2022. $550,000 to be paid from first proceeds raised by the Company and $1,000,000 as agreed by the Company and Mr. and Mrs. Caudle. On September 1, 2018, the Company closed on its acquisition of Blue Collar. Part of the acquisition included a promissory note of $1,600,000 and interest at 3% from the date of closure. The promissory note is secured by the assets of Blue Collar. $500,000 represents a Note Payable related to the acquisition of 75% of Air Fitness, payable six months from the date of the note or as agreed by the Company out of future capital raising efforts and does not accrue interest. The $1,600,000 promissory note for the acquisition of Blue Collar and $384,500 of the $500,000 Note Payable for the acquisition of 75% of Air Fitness were exchanged for shares of Series E Preferred Stock as of December 31, 2022. See Note 8. (6) During 2016, the Company acquired SDM which consideration included a convertible promissory note for $250,000 due February 29, 2019, as amended, does not bear interest, unless delinquent in which the interest is 12% per annum, and is convertible into common stock at $1.00 per share. The SDM balance was $181,981 as of December 31, 2021. During the year ended December 31, 2022, this convertible promissory was exchanged with the Company’s Series E Preferred Stock. See Note 8. During 2018, the Company issued convertible promissory notes in the amount of $537,200 to related parties and $10,000 to a non-related party which bear interest at 6% (11% default interest rate), are due 30 months from issuance and are convertible into Series C Preferred Stock at $1.00 per share. $106,000 of these notes were exchanged for 21,200 shares of Series E Preferred Stock in April 2022 and $19,400 were repaid prior to December 31, 2021. See Note 8. (7) The shareholder debt represents funds given to TPTG or subsidiaries by officers and managers of the Company as working capital. There are no written terms of repayment or interest that is being accrued to these amounts and they will only be paid back, according to management, if cash flows support it. They are classified as current in the balance sheets. See Lease financing arrangement in Note 9. |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENTS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
DERIVATIVE FINANCIAL INSTRUMENTS | ||
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, 2023, in the amount of $4,203,788 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, 2023. Debt Derivative Liabilities Balance, December 31, 2021 $ 4,042,910 Change in derivative liabilities from new notes payable 622,518 Change in derivative liabilities from conversion of notes payable (493,101 ) Change in fair value of derivative liabilities at end of period – derivative expense 650,071 Balance, December 31, 2022 $ 4,822,398 Change in derivative liabilities from new notes payable 477,414 Change in derivative liabilities from conversion of notes payable (728,143 ) Change in fair value of derivative liabilities at end of period – derivative expense (gain) (367,881 ) Balance, September 30, 2023 $ 4,203,788 Convertible notes payable and warrant derivatives – As of September 30, 2023, the Company marked to market the fair value of the debt derivatives and determined a fair value of $42,037,882 ($4,093,369 from the convertible notes and $110,419 from warrants) in Note 5 (2) above. The Company recorded an expense from change in fair value of debt derivatives of $367,881 for the nine months ended September 30, 2023. The fair value of the embedded derivatives was determined using Monte Carlo simulation method based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 133.5% to 191.5%, (3) weighted average risk-free interest rate of 4.80% to 5.50% (4) expected life of 0.50 to 3.58 years, and (5) the quoted market price of $0.001 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, 2022, in the amount of $4,822,398 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, 2022. Debt Derivative Liabilities Balance, December 31, 2020 $ 5,265,139 Change in derivative liabilities from conversion of notes payable 1,902,897 ) Change in derivative liabilities from the Odyssey conversion to a term loan (6,662,027 ) Change in fair value of derivative liabilities at end of period – derivative expense 3,536,901 ) Balance, December 31, 2021 $ 4,042,910 Change in derivative liabilities from new notes payable 622,518 Change in derivative liabilities from conversion of notes payable (493,101 ) Change in fair value of derivative liabilities at end of period – derivative expense 650,071 Balance, December 31, 2022 $ 4,822,398 Convertible notes payable and warrant derivatives – As of December 31, 2022, the Company marked to market the fair value of the debt derivatives and determined a fair value of $4,822,398 ($4,634,653 from the convertible notes and $187,745 from the warrants) in Note 8. The Company recorded an expense of $650,071 and $3,536,901 from change in fair value of debt derivatives for the years ended December 31, 2022 and 2021, respectively. 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 215.6% to 267.8%, (3) weighted average risk-free interest rate of 4.11% to 4.76% (4) expected life of 0.50 to 4.08 years, and (5) the quoted market price of $0.002 for the Company’s common stock. See Financing lease arrangements in Note 9. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
INCOME TAXES | |
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, 2022 and 2021: Current: 2022 2021 Federal State and local $ — $ — Total Current — — Deferred: Federal State and local benefit (4,567,483 ) (860,056 ) Net operating loss, net of state tax effect (60,546 ) (30,540 ) Meals and entertainment 616 10,134 Stock based expenses 4,473 46,769 Impairment 1,529,488 208,728 Amortization 137,808 143,243 Derivative expense 136,515 (742,749 Loss (Gain) on extinguishment 472,099 (1,808,903 ) Change in allowance 2,347,030 3,033,374 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, 2022 and 2021: 2022 2021 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, 2022 and 2021: Current deferred tax assets (liabilities): 2022 2021 Valuation allowance $ — $ — Total current deferred tax asset (liability) — — Noncurrent deferred tax assets (liabilities): Derivative (gain) expense 1,936,917 2,073,432 Intangible assets amortization 1,687,645 1,253,096 Net operating loss carry forwards 8,011,600 5,725,115 Stock base compensation 2,016,952 1,878,003 Loss (gain) on debt extinguishment (1,207,765 ) (1,679,863 ) Less; Valuation allowance $ (12,445,349 ) $ (9,249,783 ) Total noncurrent deferred tax asset (liability) — — Total deferred tax asset (liability) $ — $ — The Company has approximately $38,000,000 and $27,000,000 of net operating loss carry forwards as of December 31, 2022 and 2021, 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, 2023 | Dec. 31, 2022 | |
STOCKHOLDER'S DEFICIT | ||
STOCKHOLDERS' DEFICIT | NOTE 7 - STOCKHOLDERS' DEFICIT Preferred Stock As of September 30, 2023, we had authorized 100,000,000 shares of Preferred Stock, of which certain shares had been designated as Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock. All Preferred Stock is classified as mezzanine equity as a result of the Company not having enough authorized common shares to be able to issue common shares upon their conversion. 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 September 30, 2023. The Series A Preferred Stock has a par value of $.001, is redeemable at the Company’s option at $100 per share, is senior to any other class or series of outstanding Preferred Stock or Common Stock and does not bear dividends. The Series A Preferred Stock has a liquidation preference immediately after any Senior Securities, as defined and amended, of an amount equal to amounts payable owing, including contingency amounts where Holders of the Series A have personally guaranteed obligations of the Company. As of September 30, 2023, by amendment, holders of the Series A Preferred Stock shall, collectively have the right to convert all of their Series A Preferred Stock when conversion is elected into that number of shares of Common Stock of the Company, as amended and restated July 5, 2022 by the Board of Directors and a majority of the outstanding voting shares of the Company, determined by the following formula: 60% of the common shares computed to include all projected conversions of all convertible debt and any other classes of Preferred Stock as if the conversions had taken place at the stated conversion price per share (i.e. for the avoidance of doubt – “fully diluted” as if such conversion had occurred prior to the Series A conversion.) The Company determined that due to the significance of the amendment, it should be accounted for as an extinguishment and fair valued the amended Series A Preferred Stock at $42,983,742, creating a deemed dividend of $39,866,742. The valuation of the amended Series A Preferred Stock was done by a qualified independent third party. The record Holders of the Series A Preferred Stock shall have the right to vote as if converted prior to the vote to an amount of shares equal to 60% of the common shares computed to include all projected conversions of all convertible debt and any other classes of Preferred Stock as if the conversions had taken place at the stated conversion price per share (i.e. for the avoidance of doubt – “fully diluted” as if such conversion had occurred prior to the Series A conversion) on any matter with holders of Common Stock for any vote required to approve any action, which Florida law provides may or must be approved by vote or consent of the holders of other series of voting shares and the holders of Common Stock or the holders of other securities entitled to vote, if any. The Series A Preferred Stock is classified as mezzanine equity as a result of the Company not having enough authorized common shares to be able to issue common shares upon their conversion. 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, 2023. The Series B Preferred Stock is classified as mezzanine equity as a result of the Company not having enough authorized common shares to be able to issue common shares upon their conversion. 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, 2023. There are approximately $553,100 in convertible notes payable convertible into Series C Convertible Preferred Stock which compromise some of the common stock equivalents calculated in Note 1. The Series C Preferred Stock is classified as mezzanine equity as a result of the Company not having enough authorized common shares to be able to issue common shares upon their conversion. Series D Convertible Preferred Stock On July 6, 2020, September 15, 2021 and March 20, 2022, the Company amended its Series D Designation from January 14, 2020. These Amendments changed the number of shares to 10,000,000 shares of the authorized 100,000,000 shares of the Company's $0.001 par value preferred stock as the Series D Convertible Preferred Stock ("the Series D Preferred Shares.") Series D Preferred shares have the following features: (i) 6% Cumulative Annual Dividends payable on the purchase value in cash or common stock of the Company at the discretion of the Board and payment is also at the discretion of the Board, which may decide to cumulate to future years; (ii) Any time after 12 months from issuance an option to convert to common stock at the election of the holder 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00. ; (iii) Automatic conversion of the Series D Preferred Stock shall occur without consent of holders upon any national exchange listing approval and the registration effectiveness of common stock underlying the conversion rights. The automatic conversion to common from Series D Preferred shall be 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00, which shall be post-reverse split as may be necessary for any Exchange listing (iv) Registration Rights – the Company has granted Piggyback Registration Rights for common stock underlying conversion rights in the event it files any other Registration Statement (other than an S-1 that the Company may file for certain conversion common shares for the convertible note financing that was arranged and funded in 2019). Further, the Company will file, and pursue to effectiveness, a Registration Statement or offering statement for common stock underlying the Automatic Conversion event triggered by an exchange listing. (v) Liquidation Rights - $5.00 per share plus any accrued unpaid dividends – subordinate to Series A, B, and C Preferred Stock receiving full liquidation under the terms of such series. The Company has redemption rights for the first year following the Issuance Date to redeem all or part of the principal amount of the Series D Preferred Stock at between 115% and 140%. As of September 30, 2023, there are 46,649 Series D Preferred shares outstanding. The Series D Preferred Stock is classified as mezzanine equity as a result of the Company not having enough authorized common shares to be able to issue common shares upon their conversion. Series E Convertible Preferred Stock On March 20, 2022, the Company amended its Series E Designation from November 10, 2021. As amended, the Company designated 10,000,000 shares of the authorized 100,000,000 shares of the Company's $0.001 par value preferred stock as the Series E Convertible Preferred Stock ("the Series E Preferred Shares"). Series E Preferred shares have the following features: (i) 6% Cumulative Annual Dividends payable on the purchase value in cash or common stock of the Company at the discretion of the Board and payment is also at the discretion of the Board, which may decide to cumulate to future years; (ii) Any time after 12 months from issuance an option to convert to common stock at the election of the holder 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00. ; (iii) Automatic conversion of the Series E Preferred Stock shall occur without consent of holders upon any national exchange listing approval and the registration effectiveness of common stock underlying the conversion rights. The automatic conversion to common from Series E Preferred shall be 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00, which shall be post-reverse split as may be necessary for any Exchange listing (iv) Registration Rights – the Company has granted Piggyback Registration Rights for common stock underlying conversion rights in the event it files any other Registration Statement (other than an S-1 that the Company may file for certain conversion common shares for the convertible note financing that was arranged and funded in 2019). Further, the Company will file, and pursue to effectiveness, a Registration Statement or offering statement for common stock underlying the Automatic Conversion event triggered by an exchange listing. (v) Liquidation Rights - $5.00 per share plus any accrued unpaid dividends – subordinate to Series A, B, C and D Preferred Stock receiving full liquidation under the terms of such series. The Company has redemption rights for the first year following the Issuance Date to redeem all or part of the principal amount of the Series E Preferred Stock at between 115% and 140%. As of September 30, 2023, there are 2,243,507 Series E Preferred shares outstanding. 2,043,507 were a result of exchanges of accounts payable, financing arrangements and lease agreements in 2022. 200,000 were as a result of the acquisition of land in 2023. The 200,000 Series E Preferred shares were given a fair value by a third-party valuation of $6.13 per share, for which they were recorded as of September 30, 2023. In the prior year, the valuation of the Series E Shares was $6.53. In this case, the difference between the amount of accounts payable, financing arrangements and lease agreement balances of $10,987,307 or $2,356,794 was recorded as a loss on debt extinguishment for 2022. The Series E Preferred Stock is classified as mezzanine equity as a result of the Company not having enough authorized common shares to be able to issue common shares upon their conversion. Common Stock As of September 30, 2023, we had authorized 4,500,000,000 shares of Common Stock, of which 1,882,579,354 common shares are issued and outstanding. Common Stock Issued for Conversion of Debt During the year ended December 31, 2022, the Company issued 333,871,496 common shares valued at $1,439,894 for $1,076,782 of principal, interest, penalties and fees and recorded a loss on extinguishment of $363,112. During the nine months ended September 30, 2023, the Company issued 571,848,487 common shares valued at $917,088 for $655,324 of principal, interest, penalties and fees and recorded a gain on extinguishment of $466,380. In addition, $728,143 of derivative liabilities were eliminated with these conversions. Common Stock Issued for Services On August 6, 2023, the Board granted 1,000,000 shares of common stock of the Company to a consultant for his consulting services rendered to the Company. The shares are to be considered fully vested upon grant and represent partial payment for past services rendered. These shares were recorded to expense at $1,100 for the nine months ended September 30, 2023. On September 8, 2023, the Board of Directors granted 52,830,333 shares of common stock to Edward Cabrera, Eduardo Cabrera and Mawe Capital Management, LLC for a $75,000 fee in relation to raising capital. The shares are to be considered fully vested upon grant. The share numbers have been calculated based on the average 5-day price per share of TPTW common stock of $0.00144 to get 52,830,333 shares. The common shares will have piggyback rights and shall be registered in any filed registration form. If the average closing price during the five prior to Friday, September 30, 2023 is more than 50% of the five days prior to the signing of this agreement, then the cash difference from the $75,000 may be applied to reduce any Network 1 advisory fee (if there are any) for the NASDAQ listing process. These shares were recorded as expense at $85,628 for the nine months ended September 30, 2023. Subscription Payable As of September 30, 2023, the Company has recorded $40,435 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 TPT consulting agreements 3,000,000 Shares receivable under terminated acquisition agreement (3,096,181 ) Net commitment (96,181 ) During the year ended December 31, 2021, the Company agreed to a consulting agreement with one of its newest directors, John Wharton, which Agreement was for the issuance of 3,000,000 shares of common stock to vest over two years starting July 30, 2021. These shares were valued at $42,600 and are being expenses at $1,775 per month. As of September 30, 2023, 3,000,000 common shares have vested and $42,600 expensed. Effective November 1, 2017, the Company entered into an agreement to acquire Hollywood Rivera, LLC and HRS Mobile LLC (“HRS”). In March 2018, the HRS acquisition was rescinded and 3,096,181 shares of common stock which were issued as consideration are being returned by the recipients. As such, as of September 30, 2023 and 2022 the shares for the HRS transaction are reflected as subscriptions receivable based on their par value. Warrants Issued with Convertible Promissory Notes As of September 30, 2023, there were 129,116,666 warrants outstanding that expire in five years or in the years ended December 31, 2024 -2027. As part of the Convertible Promissory Notes payable – third party issuance in Note 5, the Company issued 1,000,000 warrants to purchase 1,000,000 common shares of the Company at 70% of the current market price. Current market price means the average of the three lowest trading prices for our common stock during the ten-trading day period ending on the latest complete trading day prior to the date of the respective exercise notice. However, if a required registration statement, registering the underlying shares of the Convertible Promissory Notes, is declared effective on or before June 11, 2019 to September 11, 2019, then, while such Registration Statement is effective, the current market price shall mean the lowest volume weighted average price for our common stock during the ten-trading day period ending on the last complete trading day prior to the conversion date. On January 31, 2022, TPT Global Tech, Inc. issued warrants in conjunction with the issuance of Talos and Blue Lake Note Agreements. Warrants to purchase 18,116,666 shares of common stock at $0.015 per share provided, however, that if the Company consummates an uplist offering on or before July 6, 2022 then the exercise price shall be 110% of the offering price at which the uplist offering is made. The warrants issued under these convertible promissory notes were considered derivative liabilities valued at $110,419 of the total $4,203,788 derivative liabilities as of December 31, 2022. See Note 5. Common Stock Reservations The Company has reserved internally 1,000,000 shares of Common Stock of the Company for the purpose of raising funds to be used to pay off debt described in Note 5. We have reserved 20,000,000 shares of Common Stock of the Company to grant to certain employees and consultants as consideration for services rendered and that will be rendered to the Company. Agreement to Convert Debt On July 31, 2023, the Company and Michael Murphy, shareholder and debt holder, entered into a Conversion Shares Purchase Agreement by which Mr. Murphy has agreed to an automatic conversion of his outstanding principal debt, as well as related accrued interest if elected by Mr. Murphy, into shares of the Company’s Series E Preferred Stock or an equity stock that subsequent to the agreement the Company may have issued to any party that has favorable terms to the Series E Preferred Stock, upon the Company’s intended uplist to a major exchange in conjunction with its capital raise through the capital markets. This principal amount is $2,397,329 as of September 30, 2023. 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. QuikLAB 4, LLC was subsequently dissolved. It was the intent to use these entities as vehicles into which third parties would invest and participate in owning QuikLAB Mobile Laboratories. As of September 30, 2023, Quiklab 1 LLC, QuikLAB 2, LLC and QuikLAB 3, LLC have received an investment of $470,000, of which Stephen Thomas and Rick Eberhardt, CEO and COO of the Company, have invested $100,000 in QuikLAB 2, LLC. During the year ended December 31, 2021, one investor entered into an agreement at their request, to have their investment returned. $10,000 of this investment was returned with the remaining $60,000 being reclassified to accounts payable in the balance sheet as of September 30, 2023. The third party investors and Mr. Thomas and Mr. Eberhart, will benefit from owning 20% of QuikLAB Mobile Laboratories specific to their investments. The Company owns the other 80% ownership in the QuickLAB Mobile Laboratories. The net loss attributed to the non-controlling interests from the QuikLAB Mobile Laboratories included in the statement of operations for the nine months ended September 30, 2023 and 2022 and is $12 and $13,925, respectively. Other Non-Controlling Interests TPT Strategic, Air Fitness and TPT Asia are other non-controlling interests in which the Company owns 0%, 75%, and 78%, respectively. There is little activity in any of these entities. The net loss attributed to these non-controlling interests included in the statement of operations for the nine months ended September 30, 2023 and 2022 is $9,376 and $5,380, respectively. As a result of the Agreement and Plan of Merger among TPT SpeedConnect and Asberry 22 Holdings, net income of 14% or $47,015 was accounting for as a noncontrolling interest in the statement of operations for the nine months ended September 30, 2023. | NOTE 8 – STOCKHOLDERS’ DEFICIT Preferred Stock As of December 31, 2022, we had authorized 100,000,000 shares of Preferred Stock, of which certain shares had been designated as Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock. All Preferred Stock is classified as mezzanine equity as a result of the Company not having enough authorized common shares to be able to issue common shares upon their conversion. 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, 2022. The Series A Preferred Stock has a par value of $.001, is redeemable at the Company’s option at $100 per share, is senior to any other class or series of outstanding Preferred Stock or Common Stock and does not bear dividends. The Series A Preferred Stock has a liquidation preference immediately after any Senior Securities, as defined and amended, of an amount equal to amounts payable owing, including contingency amounts where Holders of the Series A have personally guaranteed obligations of the Company. As of December 31, 2022, by amendment, holders of the Series A Preferred Stock shall, collectively have the right to convert all of their Series A Preferred Stock when conversion is elected into that number of shares of Common Stock of the Company, as amended and restated July 5, 2022 by the Board of Directors and a majority of the outstanding voting shares of the Company, determined by the following formula: 60% of the common shares computed to include all projected conversions of all convertible debt and any other classes of Preferred Stock as if the conversions had taken place at the stated conversion price per share (i.e. for the avoidance of doubt – “fully diluted” as if such conversion had occurred prior to the Series A conversion.) The Company determined that due to the significance of the amendment, it should be accounted for as an extinguishment and fair valued the amended Series A Preferred Stock at $42,983,742, creating a deemed dividend of $39,866,742. The valuation of the amended Series A Preferred Stock was done by a qualified independent third party. The record Holders of the Series A Preferred Stock shall have the right to vote as if converted prior to the vote to an amount of shares equal to 60% of the common shares computed to include all projected conversions of all convertible debt and any other classes of Preferred Stock as if the conversions had taken place at the stated conversion price per share (i.e. for the avoidance of doubt – “fully diluted” as if such conversion had occurred prior to the Series A conversion) on any matter with holders of Common Stock for any vote required to approve any action, which Florida law provides may or must be approved by vote or consent of the holders of other series of voting shares and the holders of Common Stock or the holders of other securities entitled to vote, if any. The Series A Preferred Stock is classified as mezzanine equity as a result of the Company not having enough authorized common shares to be able to issue common shares upon their conversion. 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, 2022. The Series B Preferred Stock is classified as mezzanine equity as a result of the Company not having enough authorized common shares to be able to issue common shares upon their conversion. 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, 2022. There are approximately $553,100 in convertible notes payable convertible into Series C Convertible Preferred Stock which compromise some of the common stock equivalents calculated in Note 1. The Series C Preferred Stock is classified as mezzanine equity as a result of the Company not having enough authorized common shares to be able to issue common shares upon their conversion. Series D Convertible Preferred Stock On July 6, 2020, September 15, 2021 and March 20, 2022, the Company amended its Series D Designation from January 14, 2020. These Amendments changed the number of shares to 10,000,000 shares of the authorized 100,000,000 shares of the Company's $0.001 par value preferred stock as the Series D Convertible Preferred Stock ("the Series D Preferred Shares.") Series D Preferred shares have the following features: (i) 6% Cumulative Annual Dividends payable on the purchase value in cash or common stock of the Company at the discretion of the Board and payment is also at the discretion of the Board, which may decide to cumulate to future years; (ii) Any time after 12 months from issuance an option to convert to common stock at the election of the holder 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00. ; (iii) Automatic conversion of the Series D Preferred Stock shall occur without consent of holders upon any national exchange listing approval and the registration effectiveness of common stock underlying the conversion rights. The automatic conversion to common from Series D Preferred shall be 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00, which shall be post-reverse split as may be necessary for any Exchange listing (iv) Registration Rights – the Company has granted Piggyback Registration Rights for common stock underlying conversion rights in the event it files any other Registration Statement (other than an S-1 that the Company may file for certain conversion common shares for the convertible note financing that was arranged and funded in 2019). Further, the Company will file, and pursue to effectiveness, a Registration Statement or offering statement for common stock underlying the Automatic Conversion event triggered by an exchange listing. (v) Liquidation Rights - $5.00 per share plus any accrued unpaid dividends – subordinate to Series A, B, and C Preferred Stock receiving full liquidation under the terms of such series. The Company has redemption rights for the first year following the Issuance Date to redeem all or part of the principal amount of the Series D Preferred Stock at between 115% and 140%. During the year ended December 31, 2021, 46,649 shares of Series D Preferred Share were purchased for $233,244 of which Stephen Thomas, CEO of the Company, acquired 36,649 for $183,244. The remainder of the shares were purchased by a third party. As of December 31, 2022, there are 46,649 Series D Preferred shares outstanding. The Series D Preferred Stock is classified as mezzanine equity as a result of the Company not having enough authorized common shares to be able to issue common shares upon their conversion. Series E Convertible Preferred Stock On March 20, 2022, the Company amended its Series E Designation from November 10, 2021. As amended, the Company designated 10,000,000 shares of the authorized 100,000,000 shares of the Company's $0.001 par value preferred stock as the Series E Convertible Preferred Stock ("the Series E Preferred Shares"). Series E Preferred shares have the following features: (i) 6% Cumulative Annual Dividends payable on the purchase value in cash or common stock of the Company at the discretion of the Board and payment is also at the discretion of the Board, which may decide to cumulate to future years; (ii) Any time after 12 months from issuance an option to convert to common stock at the election of the holder 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00. ; (iii) Automatic conversion of the Series E Preferred Stock shall occur without consent of holders upon any national exchange listing approval and the registration effectiveness of common stock underlying the conversion rights. The automatic conversion to common from Series E Preferred shall be 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00, which shall be post-reverse split as may be necessary for any Exchange listing (iv) Registration Rights – the Company has granted Piggyback Registration Rights for common stock underlying conversion rights in the event it files any other Registration Statement (other than an S-1 that the Company may file for certain conversion common shares for the convertible note financing that was arranged and funded in 2019). Further, the Company will file, and pursue to effectiveness, a Registration Statement or offering statement for common stock underlying the Automatic Conversion event triggered by an exchange listing. (v) Liquidation Rights - $5.00 per share plus any accrued unpaid dividends – subordinate to Series A, B, C and D Preferred Stock receiving full liquidation under the terms of such series. The Company has redemption rights for the first year following the Issuance Date to redeem all or part of the principal amount of the Series E Preferred Stock at between 115% and 140%. As of December 31, 2022, there are 2,043,507 Series E Preferred shares outstanding as a result of exchanges of accounts payable, financing arrangements and lease agreements. The Series E Preferred shares were given a fair value by a third-party valuation of $6.53 per share for which they were recorded as of December 31, 2022. The difference between the valuation at $6.53 per share or $13,344,101 and the amount of accounts payable, financing arrangements and lease agreement balances of $10,987,307 or $2,356,794 was recorded as a loss on debt extinguishment for the year ended December 31, 2022. The Series E Preferred Stock is classified as mezzanine equity as a result of the Company not having enough authorized common shares to be able to issue common shares upon their conversion. Common Stock As of December 31, 2022, we had authorized 2,500,000,000 shares of Common Stock, of which 1,256,900,534 common shares are issued and outstanding. Subsequent to December 31, 2022, the authorized common shares have been increased to 4,500,000,000. Common Stock Issued for Conversion of Debt During the year ended December 31, 2022, the Company issued 333,871,496 common shares valued at $1,439,894 for $1,076,782 of principal, interest, penalties and fees and recorded a loss on extinguishment of $363,112 Common Stock Issued for Expenses and Liabilities On March 18, 2019, the Company issued to an Investor a convertible promissory note in the principal amount of $600,000 (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 $763,232 and allow Auctus to exercise its right to exercise 15,000,000 warrants to purchase 15,000,000 shares of common stock. The Company recorded $412,500 to Stockholders Equity in relation to the issuance of the 15,000,000 shares under this agreement in October 2021. The value applied to the issuance of shares was based on the closing market price on the day of 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 5. These shares were included in a Form S-1 filed by the Company on January 15, 2021. During the year ended December 31, 2021, it was determined in accordance with an underlying agreement, that there was a deficiency of approximately $185,000 from net sales proceeds from sales of the shares and as such, this amount is accounted for in accounts payable as of December 31, 2022. On April 5, 2021, the Company granted 1,500,000 restricted commons shares to a consultant as a bonus for services rendered. The Company recorded $44,100 as expense in the statement of operations during the year ended December 31, 2021 which represented the calculation fair value on the date of grant. Stock Purchase Agreement On May 28, 2021, and as amended December 27, 2021, the Company entered into a Common Stock Purchase Agreement (“Purchase Agreement”) and Registration Rights Agreement (“Registration Rights Agreement”) with White Lion Capital, LLC, a Nevada limited liability company (“White Lion”). Under the terms of the Purchase Agreement, White Lion agreed to provide the Company with up to $5,000,000 upon effectiveness of a registration statement on Form S-1 (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (the “Commission”). A Form S-1 was filed on June 30, 2021 regarding this transaction. Subsequent Amendments to Forms S-1 related to this transaction were filed on July 6, 2021 and July 14, 2021. The registrations statement was declared effective July 19, 2021. This purchase agreement was terminated December 31, 2022. The Company had the discretion to deliver purchase notice to White Lion and White Lion will be obligated to purchase shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) based on the investment amount specified in each purchase notice. The maximum amount of the Purchase Notice shall be the lesser of: (i) 200% of the Average Daily Trading Volume or (ii) the Investment Limit divided by the highest closing price of the Common Stock over the most recent five (5) Business Days including the respective Purchase Date. Notwithstanding the forgoing, the Investor may waive the Purchase Notice Limit at any time to allow the Investor to purchase additional shares under a Purchase Notice. Pursuant to the Purchase Agreement, White Lion and its affiliates will not be permitted to purchase and the Company may not put shares of the Company’s Common Stock to White Lion that would result in White Lion’s beneficial ownership equaling more than 9.99% of the Company’s outstanding Common Stock. The price of each purchase share shall be equal to eighty-five percent (85%) of the Market Price (as defined in the Purchase Agreement). Purchase Notices may be delivered by the Company to White Lion until the earlier of twelve (12) months (until December 31, 2022, as amended) or the date on which White Lion has purchased an aggregate of $5,000,000 worth of Common Stock under the terms of the Purchase Agreement. Under the Registration Rights Agreement with White Lion, the Company has given purchase notices for 29,000,000 shares of common stock and has received proceeds of $610,502, net of expenses. Subscription Payable As of December 31, 2022, the Company has recorded $26,910 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 TPT consulting agreements 2,175,000 Shares receivable under terminated acquisition agreement (3,096,181 ) Net commitment (921,181 ) During the year ended December 31, 2021, the Company agreed to a consulting agreement with one of its newest directors, John Wharton, which Agreement was for the issuance of 3,000,000 shares of common stock to vest over two years starting July 30, 2021. These shares were valued at $42,600 and are being expenses at $1,775 per month. As of December 31, 2022, 2,125,000 common shares have vested and $30,175 expensed. 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, 2022 and 2021 the shares for the HRS transaction are reflected as subscriptions receivable based on their par value. Warrants Issued with Convertible Promissory Notes As of December 31, 2022, there were 129,116,666 warrants outstanding that expire in five years or in the years ended December 31, 2024 -2027. As part of the Convertible Promissory Notes payable – third party issuance in Note 5, the Company issued 1,000,000 warrants to purchase 1,000,000 common shares of the Company at 70% of the current market price. Current market price means the average of the three lowest trading prices for our common stock during the ten-trading day period ending on the latest complete trading day prior to the date of the respective exercise notice. However, if a required registration statement, registering the underlying shares of the Convertible Promissory Notes, is declared effective on or before June 11, 2019 to September 11, 2019, then, while such Registration Statement is effective, the current market price shall mean the lowest volume weighted average price for our common stock during the ten-trading day period ending on the last complete trading day prior to the conversion date. During the year ended December 31, 2021, the Company issued warrants in conjunction with the issuance of the FirstFire Note, the Cavalry Investment Note and the Cavalry Fund I Note agreements. Warrants to purchase 110,000,000 shares of common stock at 110% of the opening price on the first day the Company trades on the Nasdaq exchange were issued to these note holders. On January 31, 2022, TPT Global Tech, Inc. issued warrants in conjunction with the issuance of Talos and Blue Lake Note Agreements. Warrants to purchase 18,116,666 shares of common stock at $0.015 per share provided, however, that if the Company consummates an uplist offering on or before July 6, 2022 then the exercise price shall be 110% of the offering price at which the uplist offering is made. The warrants issued under these convertible promissory notes were considered derivative liabilities valued at $187,745 of the total $4,822,398 derivative liabilities as of December 31, 2022. See Note 5. Common Stock Reservations The Company has reserved internally 1,000,000 shares of Common Stock of the Company for the purpose of raising funds to be used to pay off debt described in Note 5. We have reserved 20,000,000 shares of Common Stock of the Company to grant to certain employee and consultants as consideration for services rendered and that will be rendered to the Company. 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. QuikLAB 4, LLC was subsequently dissolved. It was the intent to use these entities as vehicles into which third parties would invest and participate in owning QuikLAB Mobile Laboratories. As of December 31, 2022, Quiklab 1 LLC, QuikLAB 2, LLC and QuikLAB 3, LLC have received an investment of $470,000, of which Stephen Thomas and Rick Eberhardt, CEO and COO of the Company, have invested $100,000 in QuikLAB 2, LLC. During the year ended December 31, 2021, one investor entered into an agreement at their request, to have their investment returned. $10,000 of this investment was returned with the remaining $60,000 being reclassified to an accounts payable in the balance sheet as of December 31, 2022. The third party investors and Mr. Thomas and Mr. Eberhart, will benefit from owning 20% of QuikLAB Mobile Laboratories specific to their investments. The Company owns the other 80% ownership in the QuickLAB Mobile Laboratories. The net loss attributed to the non-controlling interests from the QuikLAB Mobile Laboratories included in the statement of operations for the year ended December 31, 2022 and 2021 is $12,025 and $12,013, respectively. Other Non-Controlling Interests TPT Strategic, Air Fitness,TPT Asia and IST are other non-controlling interests in which the Company owns 0%, 75%,78% and 0%, respectively. There is little activity in any of these entities. The net loss attributed to these non-controlling interests included in the statement of operations for the years ended December 31, 2022 and 2021 is $107,752 and $5,380, 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, which was reversed in the year ended December 31, 2021 when the license agreement was cancelled between all parties. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
COMMITMENTS AND CONTINGENCIES | ||
COMMITMENTS AND CONTINGENCIES | NOTE 8 - COMMITMENTS AND CONTINGENCIES Accounts Payable and Accrued Expenses Accounts payable: 2023 2022 Related parties (1) $ 1,186,459 $ 831,502 General operating 5,511,334 5,395,422 Accrued interest on debt (2) 2,732,093 2,095,955 Credit card balances 152,217 167,517 Accrued payroll and other expenses 1,574,182 951,022 Taxes and fees payable 642,640 642,640 Total $ 11,798,925 $ 10,084,058 _______________ (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 $990,494 and $842,340 September 30, 2023 and December 31, 2022, 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 2.35 years. We have various non-cancelable lease agreements for certain of our tower locations with original lease periods expiring between 2023 and 2044. Our lease terms may include options to extend or terminate the lease when it is reasonably certain we will exercise that option. Certain of the arrangements contain escalating rent payment provisions. An equipment lease described below and leases with an initial term of twelve months have not been recorded on the consolidated balance sheets. We recognize rent expense on a straight-line basis over the lease term. As of September 30, 2023 and December 31, 2022, operating lease right-of-use assets arising from operating leases were $0 and $0, respectively. During the nine months ended September 30, 2023, cash paid for amounts included for the measurement of lease liabilities was $327,574 and the Company recorded lease expense in the amount of $617,916 in cost of sales. The Company entered an operating agreement to lease colocation space for 5 years. This operating agreement starts October 1, 2020 for $7,140 per month. In addition, the Company entered into office space for Blue Collar which started April 2021 and runs for 3 years beginning at an average of $4,150 for the first six months, $8,300 for twelve months, $8,549 for the next twelve months and $8,805 for the following twelve months. All other lease agreements for office space are under lease agreements for one year or less. The following is a schedule showing the future minimum lease payments under operating leases by years and the present value of the minimum payments as of September 30, 2023. 2023 $ 6,974,583 2024 797,193 2025 497,261 2026 147,486 2027 7,032 Thereafter 66,000 Total operating lease liabilities 8,489,555 Amount representing interest (348,254 ) 8,141,301 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 $15,000 and $15,000 in rent and utility payments for this space for the nine months ended September 30, 2023 and 2022, respectively. Financing lease obligations Future minimum lease payments are as follows: 2022 $ 731,830 2023 — 2024 — 2025 — 2026 — Thereafter — Total financing lease liabilities 731,830 Amount representing interest — Total future payments (1) $ 731,830 ____________________ (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. Other Commitments and Contingencies Employment Agreements The Company had employment agreements with certain employees of SDM, K Telecom and Air Fitness. The agreements are such that SDM, K Telecom and Air Fitness, on a standalone basis in each case, must provide sufficient cash flow to financially support the financial obligations within the employment agreements. The employment agreements for SDM and Aire Fitness were terminated with the exchange of debt for Series E Preferred Stock. See Note 7. On May 6, 2020, the Company entered into an agreement to employ Ms. Bing Caudle as Vice President of Product Development of the Media One Live platform for an annual salary of $250,000 for five years, including customary employee benefits. The payment was guaranteed for five years whether or not Ms. Caudle is dismissed with cause. This employment agreement was effectively modified with the Software Acquisition Agreement described in Note 5 such that the Company is required to make payroll payments of $250,000 per year for five years to Ms. Caudle and payroll payments totaling $150,000 over three years to her daughter. 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 $1,011,258 it has recorded on its balance sheet as of September 30, 2023. We have been named in a lawsuit by a collection law firm on behalf of Pinnacle Towers LLC and Crown Atlantic Company Inc., against TPT Global Tech, Inc. The claim derives from an outstanding debt by incurred by Copperhead Digital. The lawsuit is over unpaid rent that should have been paid by Copperhead Digital but was not paid. The Company believes it has several defenses to this claim and is in the process of communicating with opposing counsel for dismissal of the claims which amount to $386,030 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, 2023 for this subsidiary payable. We have been named in a lawsuit by a collection law firm on behalf of American Tower and related entities, against TPT Global Tech, Inc. The claim derives from an outstanding debt or unpaid tower lease payments. The Company believes it has several defenses to this claim and is in the process of communicating with opposing counsel for dismissal or negotiation of the claims which amounts to $2,891,886, including payment due for all future tower payments not yet incurred under various tower lease agreements. The Company has accounted for approximately $2,938,347 in payables and operating lease liabilities on its consolidated balance sheet as of September 30, 2023 for this liability. Management does not believe any negative outcome to this lawsuit would amount to more than this. In total, lawsuits are being threatened or have been put forth by vendors in relation to tower lease payments in accordance with tower lease agreements that were entered into. The claims are currently being investigated or negotiated and the amount in controversy being claimed is approximately $3,827,169, which the Company has accounted for $4,533,770 in its consolidated balance sheet as of September 30, 2023. We have been named in lawsuits by three merchant debt companies, Mr. Advance, CLOUDFUND and Fox Capital versus TPT SpeedConnect and TPT for non-payment under the debt agreements for which the companies received judgements in the case of Mr. Advance and CLOUDFUND or a filed lawsuit in case of Fox Capital against the TPT SpeedConnect and TPT. The judgements and filed lawsuit in case of Fox Capital totaled $595,105, including legal and other fees for which the Company had $619,531 recorded in Debt Financing Agreements of which $87,065 was remitted to Mr. Advance during the nine months ended September 30, 2023 leaving an accrued balance of $532,466 as of September 30, 2023. We are in negotiations with these companies to restructure payment and work out acceptable terms. Management believes it will not have to pay more than what it has recorded in accounts payable. We have been named in a lawsuit by AHS Staffing, LLC against TPT MedTech, LLC claiming unpayment of $159,959 in billings for medical staffing services rendered by AHS Staffing, LLC on behalf of TPT MedTech. The Company believes it has defenses for a portion of the services rendered but has recorded a payable in accounts payable in the consolidated balance sheet of $120,967. Management does not believe that an unfavorable outcome will result in payment of more than is recorded in accounts payable. The Company has been named in a lawsuit, Robert Serrett vs. TruCom, Inc., by a former employee who was terminated by management in 2016. The employee was working under an employment agreement but was terminated for breach of the agreement. The former employee is suing for breach of contract and is seeking around $75,000 in back pay and benefits. We learned that Mr. Serrett received a default judgement in Texas on May 15, 2018 for $70,650 plus $3,500 in attorney fees and 5% interest and court costs. However, he has made no attempt that we are aware of to obtain a sister state judgment in Arizona, where TruCom resides, or to try and enforce the judgement and collect. Management believes it has good and meritorious defenses and does not belief the outcome of the lawsuit will have any material effect on the financial position of the Company. We are not currently involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect. We anticipate that we (including current and any future subsidiaries) will from time to time become subject to claims and legal proceedings arising in the ordinary course of business. It is not feasible to predict the outcome of any such proceedings and we cannot assure that their ultimate disposition will not have a materially adverse effect on our business, financial condition, cash flows or results of operations. 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, 2023 and December 31, 2022. 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, 2023, the following shares would be issued: Convertible Promissory Notes 6,750,885,442 Series A Preferred Stock (1) 28,788,595,385 Series B Preferred Stock 2,588,693 Series D Preferred Stock (2) 235,601,010 Series E Preferred Stock (3) 10,320,742,424 Stock Options and Warrants 129,116,666 46,227,529,620 ___________ (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 4,500,000,000 shares were authorized as of September 30, 2023. (2) Holders of the Series D Preferred Stock may decide after 12 months to convert to common stock 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00. There is also an automatic conversion of the Series D Preferred Stock without consent of holders upon any national exchange listing approval and the registration effectiveness of common stock underlying the conversion rights. The automatic conversion to common from Series D Preferred shall be 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00. (3) Holders of the Series E Preferred Stock may decide after 12 months to convert to common stock 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00. There is also an automatic conversion of the Series E Preferred Stock without consent of holders upon any national exchange listing approval and the registration effectiveness of common stock underlying the conversion rights. The automatic conversion to common from Series E Preferred shall be 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00. 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: 2022 2021 Related parties (1) $ 831,502 $ 2,294,570 General operating 5,342,431 3,313,649 Accrued interest on debt (2) 2,095,955 1,546,889 Credit card balances 218,781 169,035 Accrued payroll and other expenses (3) 1,319,402 1,686,310 Taxes and fees payable 642,640 642,640 Total $ 10,450,711 $ 9,653,093 _____________ (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 $842,340 and $924,612 for December 31, 2022 and 2021, respectively. (3) $93,750 of this is payable to Stephen J. Thomas, III, CEO. 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 2.55 years. We have various non-cancelable lease agreements for certain of our tower locations with original lease periods expiring between 2022 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 Idaho 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, 2022 and 2021, operating lease right-of-use assets and liabilities arising from operating leases were $0 and $4,259,758, respectively. During the year ended December 31, 2022, cash paid for amounts included for the measurement of lease liabilities was approximately $424,885 and the Company recorded lease expense in the amount of $2,328,234 in cost of sales. The Company entered an operating agreement to lease colocation space for 5 years. This operating agreement starts October 1, 2020 for $7,140 per month. In addition, the Company entered into office space for Blue Collar which started April 2021 and runs for 3 years beginning at an average of $4,150 for the first six months, $8,300 for twelve months, $8,549 for the next twelve months and $8,805 for the following twelve months. All other lease agreements for office space are under lease agreements for one year or less. The following is a schedule showing the future minimum lease payments under operating leases by years and the present value of the minimum payments as of December 31, 2022. 2023 $ 6,163,141 2024 1,186,440 2025 738,108 2026 207,838 2027 11,415 Thereafter 66,000 Total operating lease liabilities 8,372,942 Amount representing interest (543,069 ) Total net present value $ 7,829,873 Office lease used by CEO During the years ended December 31, 2022 and 2021, 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 $30,000 in rent and utility payments for this space for the year ended December 31, 2022 and 2021, respectively. Financing lease obligations Future minimum lease payments are as follows: 2022 $ 710,776 2023 — 2024 — 2025 — 2026 — Thereafter — Total financing lease liabilities 710,776 Amount representing interest — Total future payments (1) $ 710,776 ____________________ (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. Other Commitments and Contingencies Employment Agreements The Company had employment agreements with certain employees of SDM, K Telecom and Air Fitness. The agreements are such that SDM, K Telecom and Air Fitness, on a standalone basis in each case, must provide sufficient cash flow to financially support the financial obligations within the employment agreements. The employment agreements for SDM and Aire Fitness were terminated with the exchange of debt for Series E Preferred Stock. See Note 8. On May 6, 2020, the Company entered into an agreement to employ Ms. Bing Caudle as Vice President of Product Development of the Media One Live platform for an annual salary of $250,000 for five years, including customary employee benefits. The payment was guaranteed for five years whether or not Ms. Caudle is dismissed with cause. This employment agreement was effectively modified with the Software Acquisition Agreement described in Note 5 such that the Company is required to make payroll payments of $250,000 per year for five years to Ms. Caudle and payroll payments totaling $150,000 over three years to her daughter. Litigation 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 and allow Auctus to exercise its right to exercise 15,000,000 warrants to purchase 15,000,000 shares of common stock. Auctus agreed to limit the sale of common shares of the Company to 2,000,000 during each respective calendar week. The Company recognized a gain on debt extinguishment of $7,068,339 when this Auctus Promissory Note was paid off in large part because of the related derivative liability on the books at the time of the settlement. We have been named in a lawsuit by EMA Financial, LLC (“EMA”) for failing to comply with a Securities Purchase Agreement entered into in June 2019. More specifically, EMA claims the Company failed to honor notices of conversion, failed to establish and maintain share reserves, failed to register EMA shares and by failed to assure that EMA shares were Rule 144 eligible within 6 months. EMA has claimed in excess of $7,614,967 in relief. The Company has filed a motion in response for which EMA has filed a motion to dismiss. The Company does not believe at this time that any negative outcome would result in more than the $920,579 it has recorded on its balance sheet as of December 31, 2022. A lawsuit was filed in Michigan by the one of the former owners of SpeedConnect, LLC, John Ogren. Mr. Ogren claimed he was owed back wages related to the acquisition agreement wherein the Company acquired the assets of SpeedConnect, LLC and kept him on through a consulting agreement. The Company’s position was that he ultimately resigned in writing and was not due any back wages. In August 2021, Mr. Ogren was awarded $334,908 in back wages by an Arbitrator. This amount has been expensed in the statement of operations as other expenses for the year ended December 31, 2021. Mr. Ogren and the Company agreed to a settlement whereby the Company would pay $120,000 within 14 days of a written agreement with four monthly payments of $20,000 starting on December 5, 2021 through March 2, 2022. This debt was completely paid off as of December 31, 2022. We have been named in a lawsuit by a collection law firm on behalf of Pinnacle Towers LLC and Crown Atlantic Company Inc., against TPT Global Tech, Inc. The claim derives from an outstanding debt by incurred by Copperhead Digital. The lawsuit is over unpaid rent that should have been paid by Copperhead Digital but was not paid. The Company believes it has several defenses to this claim and is in the process of communicating with opposing counsel for dismissal of the claims which amount to $386,030.62 plus interest, costs and attorney fees. The Company has accounted for approximately $600,000 in payables on its consolidated balance sheet as of December 31, 2022 for this subsidiary payable. Lawsuits are being threatened by vendors in relation to tower lease payments in accordance with tower lease agreements that were entered into by SpeedConnect. The claims are currently being investigated and the amount in controversy being claimed is approximately $2,784,107. The Company has approximately $2,903,316 in accounts payable for these threatened claims as of December 31, 2022. The claims appear to include lease agreements that have been terminated and future payments not yet due, among other issues. As such, the parties are trying to come up with resolutions for these claims. We have been named in lawsuits by two merchant debt companies, Mr. Advance and CLOUDFUND versus TPT Global Tech and TPT SpeedConnect for non-payment under the debt agreements for which the companies received judgements against the Company. The judgements totaled $521,409, including legal and other fees for which the Company has $546,219 recorded in loans, advances and agreements.The Company is in negotiations with both of these companies to restructure payment and work out acceptable terns. Management believes it will not have to pay more than what it has recorded in accounts payable. We have been named in a lawsuit by AHS Staffing, LLC against TPT MedTech, LLC claiming unpayment of $159,959 in billings for medical staffing services rendered by AHS Staffing, LLC on behalf of TPT MedTech. The Company believes it has defenses for a portion of the services rendered but has recorded a payable in accounts payable in the consolidated balance sheet of $120,967. Management does not believe that an unfavorable outcome will result in payment of more than is recorded in accounts payable. The Company has been named in a lawsuit, Robert Serrett vs. TruCom, Inc., by a former employee who was terminated by management in 2016. The employee was working under an employment agreement but was terminated for breach of the agreement. The former employee is suing for breach of contract and is seeking around $75,000 in back pay and benefits. We learned that Mr. Serrett received a default judgement in Texas on May 15, 2018 for $70,650 plus $3,500 in attorney fees and 5% interest and court costs. However, he has made no attempt that we are aware of to obtain a sister state judgment in Arizona, where Trucom resides, or to try and enforce the judgement and collect. Management believes it has good and meritorious defenses and does not belief the outcome of the lawsuit will have any material effect on the financial position of the Company. We are not currently involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect. We anticipate that we (including current and any future subsidiaries) will from time to time become subject to claims and legal proceedings arising in the ordinary course of business. It is not feasible to predict the outcome of any such proceedings and we cannot assure that their ultimate disposition will not have a materially adverse effect on our business, financial condition, cash flows or results of operations. 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, 2021 and 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 December 31, 2022, the following shares would be issued: 2022 Convertible Promissory Notes 3,787,362,740 Series A Preferred Stock (1) 12,610,847,082 Series B Preferred Stock 2,588,693 Series D Preferred Stock 74,998,392 Series E Preferred Stock 3,285,381,029 Stock Options and warrants 129,116,666 19,890,294,603 _____________________ (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 2,500,000,000 shares were authorized as of December 31, 2022 and 4,500,000,000 subsequently. Part of the consideration in the acquisition of Air 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 Air Fitness. |
RELATED PARTY ACTIVITY
RELATED PARTY ACTIVITY | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
RELATED PARTY ACTIVITY | ||
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 $1,186,459 and $831,502, respectively, as of September 30, 2023, and December 31, 2022 related to amounts due to employees, management and members of the Board of Directors according to verbal and written agreements that have not been paid as of period end which are included in accounts payable and accrued expenses on the balance sheet. See Note 8. Leases See Note 8 for office lease used by CEO. Note Payable and Commitments On March 25, 2022, the Company entered into a Software Development agreement with Mr. and Mrs. Caudle for which a new note payable was created and employment agreements for Mrs. Caudle and her daughter were modified. See Notes 5 and 8. Amounts Receivable – Related Party As of September 30, 2023 and December 31, 2022, there are amounts due from management/shareholders of $0 and $265,273, respectively, included in amounts receivable – related party, receivable from Mark Rowen of 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 VuMe within Mexico and Latin America (“License Agreement”). The License Agreement provides for New Orbit to receive a fully paid-up, royalty-free, non-transferable license for perpetuity with termination only under situations such as bankruptcy, insolvency or material breach by either party and provides for New Orbit to pay the Company fees equal to 50% of net income generated from the applicable activities. The transaction was approved by the Company’s Board of Directors in June 2018. There has been no activity on this agreement. | NOTE 10 – RELATED PARTY ACTIVITY Accounts Payable and Accrued Expenses There are amounts outstanding due to related parties of the Company of $831,502 and $2,294,570, respectively, as of December 31, 2022 and 2021 related to amounts due to employees, management and members of the Board of Directors according to verbal and written agreements that have not been paid as of period end which are included in accounts payable and accrued expenses on the balance sheet. See Note 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, as modified, with Mr. Reginald Thomas, he is to receive $5,000 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 $5,000 may be suspended by the Company if the Company has not been adequately funded. Leases See Note 9 for office lease used by CEO. Amounts Receivable – Related Party As of December 31, 2022, there are amounts due from management/shareholders of $518,871 included in amounts receivable – related party, receivable from Mark Rowen of Blue Collar and Everett Lanier of IST. See Note 9 for amounts payable to Stephen J. Thomas, III. 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 VuMe 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 | 12 Months Ended |
Dec. 31, 2022 | |
GOODWILL AND INTANGIBLE ASSETS | |
GOODWILL AND INTANGIBLE ASSETS | NOTE 11 – GOODWILL AND INTANGIBLE ASSETS There are no goodwill and intangible assets as of December 31, 2022. Goodwill and intangible assets are comprised of the following as of December 31, 2021: December 31, 2021 Gross carrying amount Accumulated Amortization Net Book Value Useful Life Customer Base $ 697,238 (310,359 ) $ 386,879 3-10 Developed Technology 4,595,600 (2,127,599 ) 2,468,001 9 Film Library 957,000 (249,300 ) 707,700 11 Trademarks and Tradenames 132,000 (38,339 ) 93,661 12 Total intangible assets, net $ 6,381,838 (2,725,597 ) $ 3,656,241 Goodwill $ 104,657 — $ 104,657 Amortization expense was $656,228 and $728,192 for year ended December 31, 2022 and 2021, respectively. Impairment expense to intangibles was $3,000,013 and $330,508, respectively, for the years ended December 31, 2022 and 2021. In addition, there was impairment expense to goodwill of $104,657 and $663,434 for the years ended December 31, 2022 and 2021, respectively. |
SEGMENT REPORTING
SEGMENT REPORTING | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
SEGMENT REPORTING | ||
SEGMENT REPORTING | NOTE 10 – 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 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, 2023 and 2022, respectively: 2023 TPT SpeedConnect Blue Collar TPT MedTech and QuikLabs Corporate and other Total Revenue $ 800,617 79,063 — 43,571 $ 923,251 Cost of revenue $ (698,781 ) (3,642 ) — (37,090 ) $ (739,513 ) Net income (loss) $ (372,794 ) (72,359 ) (20 ) (187,625 ) $ (257,548 ) Depreciation and amortization $ — — — Derivative gain (expense) $ — — — (1,015,764 ) $ 1,015,764 Gain (loss) on debt extinguishment $ — — — 133,850 133,850 Interest expense $ — (2,592 ) — (410,143 ) $ (412,735 ) Total assets $ 23,968 89,486 3,816 1,241,550 $ 1,358,820 2022 TPT SpeedConnect Blue Collar TPT MedTech and QuikLABS Corporate and other Total Revenue $ 1,357,611 692,486 (560 ) 2,720 $ 2,052,817 Cost of revenue $ (1,303,856 ) (305,301 ) — (82,382 ) $ (1,691,539 ) Net income (loss) $ (486,747 ) 82,809 (123,798 ) (717,284 ) $ (1,245,019 ) Deemed dividend related to modification of Series A Preferred Stock $ — — — (39,866,742 ) $ (39,866,742 ) Depreciation and amortization $ (133,391 ) (1,705 ) (14,931 ) (164,483 ) $ (314,511 ) Derivative gain $ — — — 102,903 $ 102,903 Gain on debt extinguishment $ — — — 397,008 $ 301,224 Interest expense $ (98,159 ) (36,926 ) — (291,181 ) $ (426,265 ) Total assets $ 5,234,872 1,787,540 2,942 1,521,797 $ 8,547,151 The following tables present summary information by segment for the nine months ended September 30, 2023 and 2022, respectively: 2023 TPT SpeedConnect Blue Collar TPT MedTech and QuikLABS Corporate and other Total Revenue $ 2,717,230 243,592 — 47,044 $ 3,007,866 Cost of sales $ (1,640,456 ) (82,281 ) — (60,606 ) $ (1,783,343 ) Net income (loss) $ 335,823 (334,081 ) (1,625 ) (3,093,725 ) $ (3,093,608 ) Depreciation and amortization $ — — — (2,454 ) $ (2,454 ) Derivative gain $ — — — 367,881 $ 367,881 Gain on debt extinguishment $ — — — 466,380 $ 466,380 Interest expense $ (42,355 ) (9,920 ) — (1,288,137 ) $ (1,340,412 ) Total assets $ 23,968 89,486 3,816 1,241,550 $ 1,358,820 2022 TPT SpeedConnect Blue Collar TPT MedTech and QuikLABS Corporate and other Total Revenue $ 4,403,345 1,386,970 89,755 265,395 $ 6,145,465 Cost of sales $ (3,470,536 ) (758,462 ) — (264,930 ) $ (4,493,929 ) Net loss $ (909,938 ) (24,354 ) (213,720 ) (10,204,935 ) $ (11,352,944 ) Deemed dividend related to modification of Series A Preferred Stock $ — — — (39,866,742 ) $ (39,866,742 ) Depreciation and amortization $ (397,187 ) (5,683 ) (44,793 ) (493,450 ) $ (956,045 ) Derivative gain $ — — — 491,301 $ 491,301 Loss on debt extinguishment $ — — — (1,970,030 ) $ (2,065,814 ) Interest expense $ (476,840 ) (42,466 ) — (4,186,243 ) $ (4,705,548 ) Total assets $ 5,234,872 1,787,540 9,585 1,521,797 $ 8,547,151 | 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 2022 and 2021 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, 2022 and 2021, respectively: 2022 TPT Speed Connect Blue Collar TPT MedTech and QuikLABS Corporate and other Total Revenue $ 5,429,010 1,522,490 89,755 795,324 $ 7,836,579 Cost of revenue $ (4,620,270 ) (895,890 ) — (710,536 ) $ (6,226,696 ) Net income (loss) $ (5,614,104 ) (1,282,145 ) (260,720 ) (14,592,951 ) $ (21,749,920 ) Deemed dividend related to modification of Series A Preferred Stock — — — (39,866,742 ) (39,866,742 ) Total assets $ 68,086 643,029 3,800 339,525 $ 1,054,440 Depreciation and amortization $ (530,579 ) (6,820 ) (44,793 ) (658,004 ) $ (1,240,196 ) Impairment/loss on debt extinguishment $ (4,283,263 ) (1,042,636 ) — (4,205,469 ) $ (9,531,368 ) Derivative gain (expense) $ — — — (650,071 ) $ (650,071 ) Interest expense $ (570,499 ) (98,179 ) — (4,092,873 ) $ (4,761,551 ) 2021 TPT Speed Connect Blue Collar TPT MedTech and QuikLABS Corporate and other Total Revenue $ 7,579,002 1,545,721 504,595 400,261 $ 10,029,579 Cost of revenue $ (5,676,202 ) (1,005,431 ) (792,061 ) (328,481 ) $ (7,802,175 ) Net income (loss) $ (1,446,635 ) 491,513 (1,318,921 ) (1,821,464 ) $ (4,095,507 ) Total assets $ 6,568,405 1,380,636 198,037 2,530,347 $ 10,677,425 Depreciation and amortization $ (621,774 ) (111,336 ) (40,170 ) (637,023 ) $ (1,410,303 ) Impairment/gain on debt extinguishment $ 391,567 747,137 — 6,338,293 $ 7,476,997 Derivative gain (expense) $ — — — (3,536,901 ) $ (3,536,901 ) Interest expense $ (1,058,986 ) (38,798 ) — (1,539,348 ) $ (2,637,132 ) |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
DISCONTINUED OPERATIONS | ||
DISCONTINUED OPERATIONS | NOTE 11 – DISCONTINUED OPERATIONS On September 11, 2023, Everett Lanier and the Company agreed to a Settlement Agreement and Mutual Release (“Settlement Agreement”). The Settlement Agreement compromises, settles, and otherwise resolves all claims, compensation claims, benefit claims, or allowances, ownership of TPT Strategic Series B Preferred Stock, and all other potential claims between the Company or its officers, directors, shareholders, or representatives and Mr. Lanier arising from or relating to Second Parties’ activities during the period from approximately the acquisition date of IST to September 11, 2023. The Company and Mr. Lanier reached a settlement of certain matters, any payables to or from the Company from or to outside parties of TPT Strategic which would be a claim, and certain stock ownership of TPT Strategic under the terms of the Settlement Agreement. Revenue and income (net loss) contributed by IST for the three months and nine months ended September 30, 2023 were $288,795 and $107,639 and $1,090,047 and $(557), respectively. As a result of the Settlement Agreement, revenues and expenses are disclosed net in the statement of operations as net loss from discontinued operations of $557. The Company also calculated the effects of the Settlement Agreement on recorded numbers and have recorded $126,101 in gains from disposal of discontinued operations for the nine months ended September 30, 2023. Included in the calculation of net liabilities of discontinued operations and recorded as gain from disposal of discontinued operations for IST for the nine months ended September 30, 2023 are the following: Assets of IST $ 633,095 Liabilities of IST 759,196 Net liabilities of IST recognized as gain on disposal of discontinued operations $ 126,101 Asset and liabilities included in net liabilities of discontinued operations at December 31, 2022 are the following: Assets of IST $ 616,263 Liabilities of IST $ 717,414 Net cash flows for the nine months ended September 30, 2023, for discontinued operations is the following. Net loss $ (557 ) Depreciation 91 Change in current assets and liabilities: Accounts receivable (23,362 ) Prepaid expenses and other (27,519 ) Accounts payable 55,381 Net cash flows from operating activities of discontinued operations 4,034 Net cash used in financing activities of discontinued operations Proceeds from notes receivable 8,455 Proceeds from bank overdraft 7,367 Advances on notes receivable – related party (31,722 ) Payments on notes payable (16,805 ) Net cash used for financing activities of discontinued operations (32,705 ) Net change in cash of discontinued operations: (28,671 ) Beginning cash balance 28,671 Ending cash balance 0 | NOTE 13 – DISCONTINUED OPERATIONS On September 11, 2023, Everett Lanier and the Company agreed to a Settlement Agreement and Mutual Release (“Settlement Agreement”). The Settlement Agreement compromises, settles, and otherwise resolves all claims, compensation claims, benefit claims, or allowances, ownership of TPT Strategic Series B Preferred Stock, and all other potential claims between the Company or its officers, directors, shareholders, or representatives and Mr. Lanier arising from or relating to Second Parties’ activities during the period from approximately the acquisition date of IST to September 11, 2023. The Company and Mr. Lanier reached a settlement of certain matters, any payables to or from the Company from or to outside parties of TPT Strategic which would be a claim, and certain stock ownership of TPT Strategic under the terms of the Settlement Agreement. Included in the calculation of net liabilities of discontinued operations and recorded as gain from disposal of discontinued operations for IST for the year ended December 31, 2022 are the following: Asset and liabilities included in net liabilities of discontinued operations at December 31, 2022 are the following: Cash and cash equivalents $ 28,671 Accounts receivable, net 188,109 Note receivable 64,393 Note receivable - related party 253,598 Prepaid expenses and other current assets 79,390 Property and equipment, net 2,102 Total assets 616,263 Accounts payable and accrued expenses 332,335 Notes payable 385,079 Total liabilities $ 717,414 Statement of operations for the year ended December 31, 2022, for discontinued operations is as follows: Revenue $ 526,583 Cost of Sales 428,665 Gross Profit $ 97,917 Expenses (196,038 ) Other income (expense) (6,237 ) Net Loss $ (104,358 ) Loss per share $ (0.00 ) Net cash flows for the year ended December 31, 2022, for discontinued operations is the following. Net loss $ (104,358 ) Adjustments to reconcile net loss to net cash from operating activities: Depreciation 62 Changes in operating assets and liabilities: Accounts receivable 167,327 Accounts receivable – related party 17,581 Prepaid expenses and other assets (10,067 ) Accounts payable and accrued liabilities (35,368 ) Net cash from operating activities 35,117 Cash flows from investing activities – payment for business acquisition (6,449 ) Net cash used in investing activities (6,449 ) Cash flows from financing activities – payment on notes payable (57 ) Net cash used in financing activities (57 ) Net change in cash: 28,671 Beginning cash balance — Ending cash balance $ 28,671 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
SUBSEQUENT EVENTS | ||
SUBSEQUENT EVENTS | NOTE 12 – SUBSEQUENT EVENTS Consulting Agreement Effective October 1, 2023, but consummated on October 26, 2023, the Company entered into an Advisory Services Agreement to provide information technology advisory services with a focus on Machine Learning and Artificial Intelligence with the objective of enhancing the Company’s various platforms. The term of the agreement is 360 days, if no default by either party, and can be renewed by written notice of at least 20 days prior to the end of each renewal term. Compensation under the agreement is such that on or before October 15, 2023, the Company shall pay $12,500 in cash or in registered Stock (free trading and unrestricted common stock, registered on Form S-1 or S-8). Subsequently, thereafter on November 15, 2023 equal to $288,000 and on December 15, 2023 equal to $100,000 with the final payment equal to $100,000 due on or before January 15, 2024 (the “Due Date”) for a total payment equal to five hundred thousand dollars, in cash or in S-8 Stock, in the form at the discretion of the Company. If the Company elects to pay the Consultant in form of S-8 Stock, it will be paid and calculated based on the lowest traded bid price for the common stock during the previous 25 trading days prior to the applicable Due Date. In no event, the value of the payment for Services made by Company will be less than USD $500,000. The Company plans to use current fundraising activities to fund the agreement or may choose to pay in common stock of the Company. The Company has agreed to reserve 325,000,000 shares of common stock with it’s transfer agent for this agreement. Besides customary initiation fees of around $16,000 and late fees of $20,000 for any installment payment or common shares not being properly reserved with the transfer agent. Acquisitions Broadband On July 28, 2023, the Company entered into a Securities Purchase Agreement with Broadband Infrastructure, Inc. (“Broadband”) and Braddock Cunningham, owner, for the purchase of 100% of the ownership of Broadband for 600,000 shares of its Series E Convertible Preferred Shares Preferred Stock at a stated price of $5.00 per share or $3,000,000 and a promissory note for $6,000,000. The Series E Preferred Stock is convertible into common stock of TPT Global Tech, Inc. at a 25% discount to market with an automatic conversion upon the Company uplisting to a major U.S. Stock Exchange. The promissory note will be paid from proceeds raised from the Company’s Reg A capital raise or its proposed Form S-1 filing in conjunction with a capital raise and listing on a major US Stock Exchange. Closing to occur after consideration given and conditions met which primarily relate to standard representation of compliances, consents, and completion of Broadband’s audit. Tekmovil On September 18, 2023, the Company entered into a Securities Purchase Agreement (“Tekmovil SPA”) to acquire control of Tekmovil Holdings LLC (“Tekmovil”), a company that helps smartphone and other consumer electronics brands enter, gain, and maintain share in the Latin American and North American market. OCR Ventures, LLC, Soleil AW Investment and Holdings LLC, LuCob2020, LLC and JMDG Ventures, LLC (“Sellers”) severally (and not jointly) agreed to sell 60% of the outstanding membership interests of Tekmovil in the respective amounts set forth the Tekmovil SPA for the aggregate purchase price of $40,000,000. The acquisition for 60% ownership includes two payments totaling $40,000,000. The initial payment (“First Payment”), up to $20,000,000, can be settled either in cash (a minimum of $10,000,000) or through TPT Series E Convertible Preferred Shares at a stated price of $5.00 per share paid by October 31, 2023, unless extended by Tekmovil shareholders. Any remaining balance from the first installment will result in issuing a secured promissory note (“First Payment Note”) for the remaining balance of the First Payment bearing interest at 6% per annum and a maturity date of the earlier of (i) March 31, 2024, and (ii) a filing by TPT of a Form S-1 registration statement. For the second portion of the purchase price (“Second Payment Note”), TPT can issue a secured convertible promissory note for $20,000,000, bearing interest at 6% per annum and a maturity date of the earlier of (i) March 31, 2024, and (ii) a filing by TPT of an Uplisting Registration Statement in connection with a primary offering of TPT’s securities and listing of TPT’s common stock on NYSE, NASDAQ or other major US stock exchange. In lieu of payment of Second Payment Note in cash, at Sellers’ sole option, the Second Payment Note may be converted into additional shares of TPT Series E Convertible Preferred Stock with a stated price of $5.00 USD per share. It is understood by TPT and Sellers that the $40,000,000 purchase price for Transferred Interests is based upon an agreed valuation based on EBITDA of $13,000,000 for Tekmovil’s operations. TPT and Sellers further agreed that if, for the twelve (12) month period following Closing, the EBITDA calculation for the Surviving Corporation is less or more than $13,000,000, the aggregate amount of the $40,000,000 paid to Sellers shall be adjusted proportionally downward or upwards, as the case may be, by a maximum of 20% pro rata to the actual EBITDA increase or decrease. In the event the EBITDA calculation is less than $13,000,000, the Sellers shall refund such amount to TPT within 30 days following receipt of notice of the EBITDA calculation. In the event the EBITDA calculation is more than $13,000,000, TPT shall pay such amount to Buyers within 30 days following receipt of notice of the EBITDA calculation. Furthermore, a provision allocates up to $80 million of funds raised from TPT's public offering to facilitate the restructuring of Tekmovil's senior debt through loans encompassing a 5-year term with provisions for expedited repayment to TPT. TPT’s obligations under the First Payment Note and Second Payment Note shall be subject to a Security and Pledge Agreement, in the form attached to the SPA as Exhibit G, which includes a first priority security interest in TPT’s shares in the Surviving Corporation. The Closing of the transactions contemplated by the SPA (the “Closing”) shall occur no later than the second business day after the fulfillment or waiver of all conditions which primarily relate to consideration given and to standard representations of compliance, consents, and completion of Tekmovil’s audit of the Tekmovil SPA (no later than March 31, 2024). The transaction is subject to the delivery of PCAOB and GAAP compliant audits through the required two years ended prior to date of closure by Tekmovil. Following the completion of the audit which is also a condition precedent to Closing, then as soon as practicable following the Closing, the parties agree that Tekmovil will be merged with and into an agreed Shell Company which company is defined in the Tekmovil SPA as the Surviving Corporation. TPT does not have committed financing for the transaction at this time and is seeking equity and debt through its existing Reg A capital raise, debt financing or a proposed public offering. GeoKall On October 31, 2023, the Company entered into an Acquisition and Purchase Agreement with Geokall UK Ltd. (“Geokall”), a UK Limited Company, and its owners (“Sellers”) (altogether, the “Parties”) for all of the assets, liabilities, intellectual property, and technology of Geokall in exchange for 200,000 shares of TPT Series E Convertible Preferred Stock with a stated price of $5.00 per share. In addition, TPT agrees that upon a successful fund-raising event, TPT will provide Geokall with working capital in the amount up to $500,000. An audit based on SEC Standards of Geokall UK Ltd financial statements, including footnotes, must be obtained and the Parties agree that the purchase price may be subject to change based on the results of the audit. The closing may occur prior to the audit being completed if Parties agree. Common Stock Issuances Subsequent to September 30, 2023, FirstFire and 1800 Diagonal exercised their rights to convert $151,530 of principal amounts into 271,833,333 of shares of common stock. Subsequent events were reviewed through the date the financial statements were issued. | NOTE 14 – SUBSEQUENT EVENTS TPT Global Tech Securities Purchase Agreement with MA Littman Atty Securities Purchase Agreement and Convertible Promissory Note On March 24, 2023, TPT Global Tech, Inc. (“TPT”) entered into a Securities Purchase Agreement dated with MA Littman Atty Defined Benefit Plan (“Seller”) and Asberry22 Holdings, Inc. (“Asberry”) for the purchase of 500,000 shares of Series A Super Majority Voting Preferred Stock of Asberry for the aggregate principal amount of $500,000. Such five hundred thousand shares of Series A Supermajority Voting Preferred Stock are Supermajority Voting to vote equivalent of 90% of the outstanding common shares of the Common Stock of Asberry at any time (post reverse split of any amount) in the form of the Series A Designation of Rights and Privileges under Exhibit A of the Securities Purchase Agreement. TPT entered into a $500,000 convertible promissory note (“Convertible Promissory Note”) with Michael A. Littman, Atty Defined Benefit Plan (“MAL-Plan”) pursuant to the above referenced Securities Purchase Agreement. The Convertible Promissory Note is due 180 days from March 24, 2023 and pays interest at the rate of 6% per annum. The Convertible Promissory Note may convert all or part (in increments) of the principal balance to common stock of the Company at the rate of 85% of the volume weighted average price for the preceding 5 market trading days. The Company agreed to file the necessary S-1 to register any shares underlying this conversion right within 120 days of March 24, 2023. To convert, MAL-Plan shall give notice of conversion together with the increment of the note, in writing to the Company, and the conversion shall be effective upon such date of notice. Agreement and Plan of Merger An Agreement and Plan of Merger ("Agreement") was made and entered into as of March 24, 2023 by and among TPT SpeedConnect LLC, a Colorado Limited Liability Company (wholly-owned subsidiary of TPT Global Tech, Inc.) ("SPC"), and Asberry 22 Holdings, Inc., a Delaware Corporation ("ASHI"), and SPC Acquisition, Inc., a wholly-owned subsidiary of ASHI, domiciled in Colorado ("Acquisition Sub"). SPC then converted to a Corporate entity and Acquisition Sub merged with and into SPC(the "Merger"). The separate corporate existence of Acquisition Sub ceased and SPC continues as the surviving corporation in the Merger and as wholly-owned subsidiary of ASH. All of the properties, rights and privileges, and power of SPC, vest in the Subsidiary, and all debts, liabilities and duties of SPC are the debts, liabilities and duties of the Subsidiary. The shares of common stock of Acquisition Sub issued and outstanding immediately prior to the Effective Time is converted into and exchange for 1,000 validly issued, fully paid and non-assessable shares of the Subsidiary's common stock. TPT Global Tech, Inc. is to be issued a total of 4,658,318 common shares of ASHI (the "ASHI Common Stock"), as a result of the merger, constituting 85% of the then issued and outstanding common stock. TPT Global Tech, Inc. also has purchased all of the 500,000 Series A Super Majority Voting Preferred Shares of ASHI. ASHI shall file a Form S-1 Registration Statement with the Securities Exchange Commission within 120 days after closing, to register for resale: a) the common shares of ASHI, issued at closing, b) conversion shares for the Series A Supermajority Preferred Stock and c) those outstanding shares of the shareholders of ASHI existing as of the day prior to closing, and shall pursue such S-1 filing diligently to effectiveness. The Officers of ASHI shall resign effective upon the appointment of the new Officers, as designated by SPC. The Current Directors of ASHI shall remain as directors until the Series A Preferred Stock (500,000 shares) of ASHI shall have been redeemed or converted. SPC shall have designated two new directors for appointment effective at closing, and may then appoint new Officers, and the current officers shall resign at closing. Other items Subsequent to December 31, 2022, the authorized common shares of the Company has been increased to 4,500,000,000. Subsequent to December 31, 2022, FirstFire, Cavalry Investments, Cavalry Fund I and 1800 Diagonal exercised their rights to convert $542,324 of principal amounts into 466,848,487 of shares of common stock. On February 8, 2023, TPT Global Tech, Inc. and 1800 Diagonal Lending LLC entered into a $81,675 promissory note agreement (1800 Diagonal Note #2”). The 1800 Diagonal Note #2 has an original issue discount of 9%, or $7,425, and bears interest at 9%, 22% upon default, and is convertible into shares of the Company’s common stock only under default, as defined. Total of $81,675 plus and accrued interest is due February 8, 2024. At any time following default, as defined, conversion rights exist at a discount rate of 25% of the lowest trading price for the Company’s common stock during the previous 10 trading days prior to conversion. 150,000,000 common shares of the Company have been reserved with the transfer agent for possible conversion under a default. On February 9, 2023, TPT Global Tech, Inc. and FirstFire Global Opportunities Fund, LLC (“First Fire”) entered into a $330,000 promissory note agreement (Firstfire Note #2”). The FirstFire Note #2 has an original issue discount of 9%, or $30,000, and bears interest at 10%, 20% upon default, and is convertible into shares of the Company’s common stock only under default, as defined. $33,000 of interest is considered earned at the issue date. Total of $330,000 plus accrued interest is due February 8, 2024. Conversion rights exist that at any time after issuance, the FirstFire Note #2 can be exchanged for shares of common stock at $.0012 per share. 350,000,000 common shares of the Company’s common stock have been reserved with the transfer agent for possible conversion. 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, 2023 | Dec. 31, 2022 | |
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 since the reverse merger in 2014. Name Herein referred to as Acquisition or Incorporation Date Ownership TPT Global Tech, Inc. Company or TPTG 1988 100 % Copperhead Digital Holdings, Inc. Copperhead Digital or CDH 2015 100 % TruCom, LLC TruCom 2015 100 % CityNet Arizona, LLC CityNet 2015 100 % San Diego Media Inc. SDM 2016 100 % Blue Collar Production, Inc. Blue Collar 2018 100 % TPT SpeedConnect, LLC TPT SpeedConnect (2) 2019 86 % TPT Federal, LLC TPT Federal 2020 100 % TPT MedTech, LLC TPT MedTech 2020 100 % TPT Strategic, Inc. TPT Strategic 2020 0 % QuikLab 1 LLC Quiklab 1 2020 80 % QuikLAB 2, LLC QuikLAB 2 2020 80 % QuikLAB 3, LLC QuikLAB 3 2020 80 % The Fitness Container, LLC Air Fitness 2020 75 % TPT Global Tech Asia Limited TPT Asia 2020 78 % TPT MedTech UK LTD TPT MedTech UK 2020 100 % TPT Global Defense Systems, Inc. TPT Global Defense 2021 100 % TPT Innovations Technology, Inc. TPT Innovations 2021 100 % TPT Global Caribbean Inc. TPT Caribbean 2021 100 % TPT Media and Entertainment, LLC TPT Media and Entertainment 2021 100 % VuMe Live, LLC VuMe Live 2021 100 % Digithrive, LLC Digithrive 2021 100 % Information Security and Training, LLC IST (1) 2022 0 % Asberry 22 Holdings, Inc. Asberry or ASHI 2023 86 % (1) On September 11, 2023, Everett Lanier and the Company agreed to a Settlement Agreement and Mutual Release (“Settlement Agreement”). See Note 11. (2) Through the acquisition of Asberry, TPT’s ownership was decreased to 86% from 100% through Asberry. 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. | 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 since the reverse merger in 2014. Name Herein referred to as Acquisition or Incorporation Date Ownership TPT Global Tech, Inc. Company or TPTG 1988 100 % Copperhead Digital Holdings, Inc. Copperhead Digital or CDH 2015 100 % TruCom, LLC TruCom 2015 100 % CityNet Arizona, LLC CityNet 2015 100 % San Diego Media Inc. SDM 2016 100 % Blue Collar Production, Inc. Blue Collar 2018 100 % TPT SpeedConnect, LLC TPT SpeedConnect 2019 100 % TPT Federal, LLC TPT Federal 2020 100 % TPT MedTech, LLC TPT MedTech 2020 100 % TPT Strategic, Inc. TPT Strategic 2020 0 % QuikLab 1 LLC Quiklab 1 2020 80 % QuikLAB 2, LLC QuikLAB 2 2020 80 % QuikLAB 3, LLC QuikLAB 3 2020 80 % The Fitness Container, LLC Air Fitness 2020 75 % TPT Global Tech Asia Limited TPT Asia 2020 78 % TPT MedTech UK LTD TPT MedTech UK 2020 100 % TPT Global Defense Systems, Inc. TPT Global Defense 2021 100 % TPT Innovations Technology, Inc. TPT Innovations 2021 100 % TPT Global Caribbean Inc. TPT Caribbean 2021 100 % TPT Media and Entertainment, LLC TPT Media and Entertainment 2021 100 % VuMe Live, LLC VuMe Live 2021 100 % Digithrive, LLC Digithrive 2021 100 % Information Security and Training, LLC IST 2022 0 % 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, as well as, non-controlling interests 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. As of December 31, 2022, advances to employees of $23,200 were previously classified as prepaid assets and other current assets versus the current classification of offsetting accrued payroll liabilities in accounts payable. | |
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. | |
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 months ended September 30, 2023, are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. These condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements for the year ended December 31, 2022. The condensed consolidated balance sheet as of September 30, 2023, has been derived from the consolidated financial statements at that date, but does not include all of the information and footnotes required by GAAP. Our condensed consolidated financial statements include the accounts of those entities outlined in Nature of Operations giving consideration to the non-controlling interests where appropriate. All intercompany accounts and transactions have been eliminated in consolidation. | |
Reclassifications | Certain amounts presented in previously issued financial statements have been reclassified in these financial statements. During 2021, amounts receivable from related parties of $75,094 previously classified as Prepaid expenses and other current assets was reclassified as Accounts receivable – related party. | |
Revenue Recognition | We use 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. lo Reserves are recorded as a reduction in net sales and are not considered material to our consolidated statements of operations for the nine months ended September 30, 2023 and 2022. In addition, we invoice our customers for taxes assessed by governmental authorities such as sales tax and value added taxes, where applicable. We present these taxes on a net basis. The Company’s revenue generation for the three and nine months ended September 30, 2023 and 2022 came from the following sources disaggregated by services and products, which sources are explained in detail below. For the three months ended September 30, 2023 For the three months ended September 30, 2022 For the nine months ended September 30, 2023 For the nine months ended September 30, 2022 TPT SpeedConnect $ 843,451 $ 1,357,611 $ 2,760,055 $ 4,403,345 Blue Collar 79,063 692,486 243,592 1,386,970 TPT MedTech — — — 89,755 Other (1) 737 2,720 4,219 183,395 Total Services Revenues $ 923,251 $ 2,052,817 $ 3,007,866 $ 6,063,465 Air Fitness — — — 82,000 Total Product Revenues $ — $ — $ — $ 82,000 Total Revenue $ 923,251 $ 2,052,817 $ 3,007,866 $ 6,145,465 __________ (1) Includes international sales for the nine months ended September 30, 2023 and 2022 of $0 and $172,781 related to TPT Asia. TPT SpeedConnect: ISP and Telecom Revenue TPT SpeedConnect is a rural Internet provider operating in 5 Midwestern States under the trade name SpeedConnect. TPT SC’s primary business model is subscription based, pre-paid monthly reoccurring revenues, from wireless delivered, high-speed internet connections. In addition, the company resells third-party satellite and DSL internet and IP telephony services. Revenue generated from sales of telecommunications services is recognized as the transaction with the customer is considered closed and the customer receives and accepts the services that were the result of the transaction. There are no financing terms or variable transaction prices. Due date is detailed on monthly invoices distributed to customer. Services billed monthly in advance are deferred to the proper period as needed. Deferred revenue are contract liabilities for cash received before performance obligations for monthly services are satisfied. Deferred revenue for TPT SpeedConnect as of September 30, 2023 and December 31, 2022 are $146,351 and $75,556, respectively. Certain of our products require specialized installation and equipment. For telecom products that include installation, if the installation meets the criteria to be considered a separate element, product revenue is recognized upon delivery, and installation revenue is recognized when the installation is complete. The Installation Technician collects the signed quote containing terms and conditions when installing the site equipment at customer premises. Revenue for installation services and equipment is billed separately from recurring ISP and telecom services and is recognized when equipment is delivered and installation is completed. Revenue from ISP and telecom services is recognized monthly over the contractual period, or as services are rendered and accepted by the customer. The overwhelming majority of our revenue continues to be recognized when transactions occur. Since installation fees are generally small relative to the size of the overall contract and because most contracts are for two years or less, the impact of not recognizing installation fees over the contract is immaterial. Blue Collar: 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. IST: Revenue and Cost Recognition The Company recognizes construction contract revenue over time, as performance obligations are satisfied, due to the continuous transfer of control to the customer. Construction contracts are accounted for as a single unit of account (single performance obligation) and are not segmented between types of services. The Company recognizes revenue using the percentage-of-completion method, progress toward completion of the Company’s contracts is measured by the percentage of costs incurred to date to estimate total costs for each contract. The percentage-of-completion method (an input method) is the most faithful depiction of the Company’s performance because it directly measures the value of the services transferred to the customer. Provisions are recognized in the statements of income for the full amount of estimated losses on uncompleted contracts whenever evidence indicates that the estimated cost of a contract exceeds its estimated total revenue. Changes in job performance, job conditions, and estimated profitability, including those arising from contract penalty provisions and final contract settlements may result in revisions to costs and income and are recognized in the period in which the revisions are determined. Profit incentives are included in revenues when their realization is reasonably assured. An amount equal to contract cost attributable to claims is included in revenues when realization is probable and the amount can be reasonably estimated. Contract costs include all direct material and labor costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs, and depreciation costs. Selling, general, and administrative costs are charged to expense as incurred. The accuracy of revenue and profit recognition in a given period depends on the accuracy of estimates of the cost to complete each project. Cost estimates for all significant projects use a detailed “bottom up” approach, and management believes that their experience allows them to create materially reliable estimates. There are a number of factors that can contribute to changes in estimates of contract cost and profitability. The most significant of these include: · the completeness and accuracy of the original bid; · costs associated with scope changes; · costs of labor and/or materials; · extended overhead and other costs due to owner, weather, and other delays; · subcontractor performance issues; · changes in productivity expectations; · site conditions that differ from those assumed in the original bid (to the extend contract remedies are unavailable); · the availability and skill level of workers in the geographic location of the project; · a change in the availability and proximity of equipment and materials; and · the ability to fully and promptly recover on claims for additional contract costs. The foregoing factors, as well as the stage of completion of contracts in process and the mix of contracts at different margins, may cause fluctuations in gross profit between periods. Significant changes in cost estimates, particularly in larger, more complex projects have had, and can in future periods have, a significant effect on profitability. Costs and estimated earnings in excess of billings, represent unbilled amounts earned and reimbursable under contracts. These amounts become billable according to the contract terms, which usually consider the passage of time, achievement of milestones or completion of the project. Generally, such unbilled amounts will be billed and collected over the next twelve months. Based on historical experience, management generally considers the collection risk related to these amounts to be low. When events or conditions indicate that the amounts outstanding may become uncollectible, an allowance is estimated and recorded. Billings in excess of costs and estimated earnings, is comprised of cash collected from customers and billings to customers on contracts in advance of work performed, including advance payments negotiated as a contract condition. Generally, unearned project-related costs will be earned over the next twelve months. TPT MedTech: 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 various products. One is to build and sell its mobile testing facilities called QuikLABs designed for mobile testing. This is used by TPT MedTech for its own testing services. Another is to build customized mobile gyms for exercising. This is sold to third parties. Another is medical equipment, one of which is a sanitizing unit called SANIQuik which is used as a safe and flexible way to sanitize providing an additional routine to hand washing and facial coverings. The SANIQuik has not yet been approved for sale in the United States but has in some parts of the European community. Revenues from these products are recognized when a product is delivered, the sales transaction considered closed and accepted by a customer. When deposits are received for which a product has not been delivered, it is recognized as deferred revenue. Deferred revenue as of September 30, 2023 and December 31, 2022 was $0 and $0, respectively. There are no financing terms or variable transaction prices for either of these products. 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 as of September 30, 2023 and December 31, 2022. Software support services (including software upgrades) are billed in real time, on the first of the month. Web design service revenues are recognized upon completion of specific projects. Revenue is booked in the month the services are rendered and payments are due on the final day of the month. There are usually no contract revenues that are deferred until services are performed. K Telecom: 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. 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. | We use 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 operations for the years ended December 31, 2022 and 2021. In addition, we invoice our customers for taxes assessed by governmental authorities such as sales tax and value added taxes, where applicable. We present these taxes on a net basis. The Company’s revenue generation for the years ended December 31, 2022 and 2021 came from the following sources disaggregated by services and products, which sources are explained in detail below. For the year ended December 31, 2022 For the year ended December 31, 2021 TPT SpeedConnect $ 5,429,010 $ 7,579,003 Blue Collar 1,522,490 1,545,721 TPT MedTech 89,755 155,919 IST 526,583 — Other (1) 186,741 179,757 Total Services Revenues $ 7,754,579 $ 9,460,400 TPT MedTech – Product Revenue — 348,676 Air Fitness – Product Revenue 82,000 218,013 K Telecom – Product Revenue — 2,490 Total Product Revenues $ 82,000 $ 569,179 Total Revenue $ 7,836,579 $ 10,029,579 ____________ (1) Includes international sales for the year ended December 31, 2022 and 2021 of $172,784 and $165,834, respectively, related to TPT Asia. TPT SpeedConnect: ISP and Telecom Revenue TPT SpeedConnect is a rural Internet provider operating in 5 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, 2022 and 2021 are $75,556 and $421,643, respectively. Certain of our products require specialized installation and equipment. For telecom products that include installation, if the installation meets the criteria to be considered a separate element, product revenue is recognized upon delivery, and installation revenue is recognized when the installation is complete. The Installation Technician collects the signed quote containing terms and conditions when installing the site equipment at customer premises. Revenue for installation services and equipment is billed separately from recurring ISP and telecom services and is recognized when equipment is delivered and installation is completed. Revenue from ISP and telecom services is recognized monthly over the contractual period, or as services are rendered and accepted by the customer. The overwhelming majority of our revenue continues to be recognized when transactions occur. Since installation fees are generally small relative to the size of the overall contract and because most contracts are for two years or less, the impact of not recognizing installation fees over the contract is immaterial. Blue Collar: 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. IST: Revenue and Cost Recognition The Company recognizes construction contract revenue over time, as performance obligations are satisfied, due to the continuous transfer of control to the customer. Construction contracts are accounted for as a single unit of account (single performance obligation) and are not segmented between types of services. The Company recognizes revenue using the percentage-of-completion method, progress toward completion of the Company’s contracts is measured by the percentage of costs incurred to date to estimate total costs for each contract. The percentage-of-completion method (an input method) is the most faithful depiction of the Company’s performance because it directly measures the value of the services transferred to the customer. Provisions are recognized in the statements of income for the full amount of estimated losses on uncompleted contracts whenever evidence indicates that the estimated cost of a contract exceeds its estimated total revenue. Changes in job performance, job conditions, and estimated profitability, including those arising from contract penalty provisions and final contract settlements may result in revisions to costs and income and are recognized in the period in which the revisions are determined. Profit incentives are included in revenues when their realization is reasonably assured. An amount equal to contract cost attributable to claims is included in revenues when realization is probable and the amount can be reasonably estimated. Contract costs include all direct material and labor costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs, and depreciation costs. Selling, general, and administrative costs are charged to expense as incurred. The accuracy of revenue and profit recognition in a given period depends on the accuracy of estimates of the cost to complete each project. Cost estimates for all significant projects use a detailed “bottom up” approach, and management believes that their experience allows them to create materially reliable estimates. There are a number of factors that can contribute to changes in estimates of contract cost and profitability. The most significant of these include: · the completeness and accuracy of the original bid; · costs associated with scope changes; · costs of labor and/or materials; · extended overhead and other costs due to owner, weather, and other delays; · subcontractor performance issues; · changes in productivity expectations; · site conditions that differ from those assumed in the original bid (to the extend contract remedies are unavailable); · the availability and skill level of workers in the geographic location of the project; · a change in the availability and proximity of equipment and materials; and · the ability to fully and promptly recover on claims for additional contract costs. The foregoing factors, as well as the stage of completion of contracts in process and the mix of contracts at different margins, may cause fluctuations in gross profit between periods. Significant changes in cost estimates, particularly in larger, more complex projects have had, and can in future periods have, a significant effect on profitability. Costs and estimated earnings in excess of billings, represent unbilled amounts earned and reimbursable under contracts. These amounts become billable according to the contract terms, which usually consider the passage of time, achievement of milestones or completion of the project. Generally, such unbilled amounts will be billed and collected over the next twelve months. Based on historical experience, management generally considers the collection risk related to these amounts to be low. When events or conditions indicate that the amounts outstanding may become uncollectible, an allowance is estimated and recorded. Billings in excess of costs and estimated earnings, is comprised of cash collected from customers and billings to customers on contracts in advance of work performed, including advance payments negotiated as a contract condition. Generally, unearned project-related costs will be earned over the next twelve months. TPT MedTech: 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 various products. One is to build and sell its mobile testing facilities called QuikLABs designed for mobile testing. This is used by TPT MedTech for its own testing services. Another is to build customized mobile gyms for exercising. This is sold to third parties. Another is medical equipment, one of which is a sanitizing unit called SANIQuik which is used as a safe and flexible way to sanitize providing an additional routine to hand washing and facial coverings. The SANIQuik has not yet been approved for sale in the United States but has in some parts of the European community. Revenues from these products are recognized when a product is delivered, the sales transaction considered closed and accepted by a customer. When deposits are received for which a product has not been delivered, it is recognized as deferred revenue. Deferred revenue as of December 31, 2022 and 2021 was $0 and $41,000, respectively. There are no financing terms or variable transaction prices for either of these products. 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, 2022 and 2021. Software support services (including software upgrades) are billed in real time, on the first of the month. Web design service revenues are recognized upon completion of specific projects. Revenue is booked in the month the services are rendered and payments are due on the final day of the month. There are usually no contract revenues that are deferred until services are performed. 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. 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. |
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, 2023, the Company had shares that were potentially common stock equivalents as follows: Convertible Promissory Notes 6,750,885,442 Series A Preferred Stock (1) 28,788,595,385 Series B Preferred Stock 2,588,693 Series D Preferred Stock (2) 235,601,010 Series E Preferred Stock (3) 10,320,742,424 Stock Options and Warrants 129,116,666 46,227,529,620 ___________ (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 4,500,000,000 shares are currently authorized. (2) Holders of the Series D Preferred Stock may decide after 12 months to convert to common stock 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00. There is also an automatic conversion of the Series D Preferred Stock without consent of holders upon any national exchange listing approval and the registration effectiveness of common stock underlying the conversion rights. The automatic conversion to common from Series D Preferred shall be 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00. (3) Holders of the Series E Preferred Stock may decide after 12 months to convert to common stock 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00. There is also an automatic conversion of the Series E Preferred Stock without consent of holders upon any national exchange listing approval and the registration effectiveness of common stock underlying the conversion rights. The automatic conversion to common from Series E Preferred shall be 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00. | 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, 2022 and 2021, the Company had shares that were potentially common stock equivalents as follows: 2022 2021 Convertible Promissory Notes 3,787,362,740 429,623,112 Series A Preferred Stock (1) 12,610,847,082 1,349,817,125 Series B Preferred Stock 2,588,693 2,588,693 Series D Preferred Stock 74,998,392 25,297,722 Series E Preferred Stock 3,285,381,029 — Stock Options and warrants 129,116,666 111,000,000 19,890,294,603 1,918,326,652 _____________________ (1) As of December 31, 2022, by amendment, holder of the Series A Preferred Stock which is Stephen J. Thomas, is guaranteed upon date of conversion to 60% of the common shares computed to include all projected conversions of all convertible debt and any other classes of Preferred Stock as if the conversions had taken place at the stated conversion price per share (i.e. for the avoidance of doubt – “fully diluted” as if such conversion had occurred prior to the Series A conversion.) The Company would have to authorize additional shares for this to occur as only 2,500,000,000 shares are authorized as of December 31, 2022 and 4,500,000,000 subsequently. |
Cost of Sales | Cost of sales includes all of the costs and expenses directly related to the production of goods and services included in revenues. | |
Financial Instruments and Fair Value of Financial Instruments | Our primary financial instruments at September 30, 2023 consisted of cash equivalents, accounts receivable, accounts payable and debt. We apply fair value measurement accounting to either record or disclose the value of our financial assets and liabilities in our financial statements. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. A fair value hierarchy requires an entity to maximize the use of observable inputs, where available, and minimize the use of unobservable inputs when measuring fair value. Described below are the three levels of inputs that may be used to measure fair value: Level 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, 2023 are the following: Derivative Instrument Fair Value Convertible Promissory Notes $ 4,093,369 Fair value of Warrants issued with the derivative instruments 110,419 $ 4,203,788 | Our primary financial instruments at December 31, 2022 and 2021 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, 2022 are the following: Derivative Instrument Fair Value Fair value of EMA, First Fire, Cavalry Financial and 1800 Diagonal Convertible Promissory Notes $ 4,634,653 Fair value of Warrants issued with the derivative instruments 187,745 $ 4,822,398 |
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. | |
Recently Issued Financial Accounting Standards | Management has reviewed recently issued accounting pronouncements and has determined there are not any that would have a material impact on the condensed consolidated financial statements. | |
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, 2022 and 2021. | |
Accounts and Notes Receivable | We establish an allowance for potential uncollectible accounts and notes receivable. All accounts and notes receivable 60 days past due are considered uncollectible unless there are circumstances that support collectability. Those circumstances are documented. As of December 31, 2022 and 2021, the allowance for uncollectible accounts and notes receivable was $446,551 and $225,000, 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 $104,657 and $663,434 of goodwill during the years ended December 31, 2022 and 2021, 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. Based on our recoverability testing, we recorded impairment charges of $3,000,013 and $330,508 during the years ended December 31, 2022 and 2021, respectively. | |
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, intangible assets and right of use 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, 2022, we adjusted the net book values of the equipment of TPT SpeedConnect, all intangibles, and the right of use assets as it became doubtful given that the estimated future cash flows would recover the net book values. We recorded impairment expenses of $7,283,276 for the year ended December 31, 2022 comprised of $954,119 for property and equipment, $3,000,013 for intangibles, $3,224,487 for right of use assets and $104,657 for goodwill. | |
Leases | In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) and subsequent amendments to the initial guidance: ASU 2017-13, ASU 2018-10, ASU 2018-11, ASU 2018-20 and ASU 2019-01 (collectively, Topic 842). Topic 842 requires lessees to classify leases as either finance or operating leases and to record a right-of-use asset and a lease liability for all leases with a term greater than 12 months regardless of the lease classification. We adopted Topic 842 using the effective date, January 2019, as the date of our initial application of the standard. Consequently, financial information for the comparative periods has been updated. Our finance and operating lease commitments are subject to the new standard and we recognize as finance and operating lease liabilities and right-of-use assets. | |
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, 2022 and 2021, two customer accounts receivable balances were 48% and 45%, respectively, of our aggregate accounts receivable from revenues. | |
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, 2022 and 2021, respectively. | |
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 has issued financial instruments including convertible promissory notes payable with features 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. | |
Recently Adopted Accounting Pronouncements | In June 2016, the FASB (or “the Board”) issued Accounting Standards Update (“ASU”) 2016-13 (ASC “326” or “Topic 326”) which significantly changes the impairment model for most financial assets that are measured at amortized cost and certain other instruments from an incurred loss model to an expected loss model which will be based on an estimate of current expected credit loss (“CECL”); and provides targeted improvements on evaluating impairment and recording credit losses on available-for-sale (AFS) debt securities through an allowance account. The standard also requires incremental disclosures. The effective date is for years beginning after December 2022. The adoption is not considered to have a material effect on the consolidated financial statements of the Company. In August 2018, FASB issued final guidance Accounting Standards Update (ASU) 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. The guidance became effective for all organizations for fiscal years beginning after December 15, 2019. FASB has simplified certain disclosure requirements related to measuring the fair value of a plan’s assets and liabilities. This has been adopted by the Company with no significant impact to 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. | |
Sequencing Policy | Under ASC 815-40-35, the Company has adopted a sequencing policy whereby, in the event that reclassification of contracts from equity to assets or liabilities is necessary pursuant to ASC 815 due to the Company's inability to demonstrate it has sufficient authorized shares as a result of certain securities with a potentially indeterminable number of shares, shares will be allocated on the basis of the earliest issuance date of potentially dilutive instruments with the earliest grants receiving the first allocation of shares. Pursuant to ASC 815, issuance of securities to the Company's employees or directors is not subject to the sequencing policy. | |
COVID-19 | In December 2019, COVID-19 emerged and has subsequently spread worldwide. The World Health Organization has declared COVID-19 a pandemic resulting in federal, state and local governments and private entities mandating various restrictions, including travel restrictions, restrictions on public gatherings, stay at home orders and advisories and quarantining of people who may have been exposed to the virus. After close monitoring and responses and guidance from federal, state and local governments, in an effort to mitigate the spread of COVID-19, for a period of time, the Company closed certain offices, all of which have be subsequently reopened. The Company continues to monitor developments, including government requirements and recommendations at the national, state, and local level to evaluate possible extensions to all or part of such closures. The Company has taken advantage of the stimulus offerings and received $1,402,700 in PPP loans. All of these PPP loans were forgiven in the year ended December 31, 2021. The Company is also in the process of trying to raise debt and equity financing, some of which may have to be used for working capital shortfalls if revenues continue to decline. During the year ended December 31, 2022, the Company entered into convertible promissory notes for a total of $744,260. Subsequent to December 31, 2022, the Company entered into convertible promissory notes for $81,675 and $330,000. |
DESCRIPTION OF BUSINESS AND S_3
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Entities consolidated into TPTG | Name Herein referred to as Acquisition or Incorporation Date Ownership TPT Global Tech, Inc. Company or TPTG 1988 100 % Copperhead Digital Holdings, Inc. Copperhead Digital or CDH 2015 100 % TruCom, LLC TruCom 2015 100 % CityNet Arizona, LLC CityNet 2015 100 % San Diego Media Inc. SDM 2016 100 % Blue Collar Production, Inc. Blue Collar 2018 100 % TPT SpeedConnect, LLC TPT SpeedConnect (2) 2019 86 % TPT Federal, LLC TPT Federal 2020 100 % TPT MedTech, LLC TPT MedTech 2020 100 % TPT Strategic, Inc. TPT Strategic 2020 0 % QuikLab 1 LLC Quiklab 1 2020 80 % QuikLAB 2, LLC QuikLAB 2 2020 80 % QuikLAB 3, LLC QuikLAB 3 2020 80 % The Fitness Container, LLC Air Fitness 2020 75 % TPT Global Tech Asia Limited TPT Asia 2020 78 % TPT MedTech UK LTD TPT MedTech UK 2020 100 % TPT Global Defense Systems, Inc. TPT Global Defense 2021 100 % TPT Innovations Technology, Inc. TPT Innovations 2021 100 % TPT Global Caribbean Inc. TPT Caribbean 2021 100 % TPT Media and Entertainment, LLC TPT Media and Entertainment 2021 100 % VuMe Live, LLC VuMe Live 2021 100 % Digithrive, LLC Digithrive 2021 100 % Information Security and Training, LLC IST (1) 2022 0 % Asberry 22 Holdings, Inc. Asberry or ASHI 2023 86 % | Name Herein referred to as Acquisition or Incorporation Date Ownership TPT Global Tech, Inc. Company or TPTG 1988 100 % Copperhead Digital Holdings, Inc. Copperhead Digital or CDH 2015 100 % TruCom, LLC TruCom 2015 100 % CityNet Arizona, LLC CityNet 2015 100 % San Diego Media Inc. SDM 2016 100 % Blue Collar Production, Inc. Blue Collar 2018 100 % TPT SpeedConnect, LLC TPT SpeedConnect 2019 100 % TPT Federal, LLC TPT Federal 2020 100 % TPT MedTech, LLC TPT MedTech 2020 100 % TPT Strategic, Inc. TPT Strategic 2020 0 % QuikLab 1 LLC Quiklab 1 2020 80 % QuikLAB 2, LLC QuikLAB 2 2020 80 % QuikLAB 3, LLC QuikLAB 3 2020 80 % The Fitness Container, LLC Air Fitness 2020 75 % TPT Global Tech Asia Limited TPT Asia 2020 78 % TPT MedTech UK LTD TPT MedTech UK 2020 100 % TPT Global Defense Systems, Inc. TPT Global Defense 2021 100 % TPT Innovations Technology, Inc. TPT Innovations 2021 100 % TPT Global Caribbean Inc. TPT Caribbean 2021 100 % TPT Media and Entertainment, LLC TPT Media and Entertainment 2021 100 % VuMe Live, LLC VuMe Live 2021 100 % Digithrive, LLC Digithrive 2021 100 % Information Security and Training, LLC IST 2022 0 % |
Disaggregation of revenue | For the three months ended September 30, 2023 For the three months ended September 30, 2022 For the nine months ended September 30, 2023 For the nine months ended September 30, 2022 TPT SpeedConnect $ 843,451 $ 1,357,611 $ 2,760,055 $ 4,403,345 Blue Collar 79,063 692,486 243,592 1,386,970 TPT MedTech — — — 89,755 Other (1) 737 2,720 4,219 183,395 Total Services Revenues $ 923,251 $ 2,052,817 $ 3,007,866 $ 6,063,465 Air Fitness — — — 82,000 Total Product Revenues $ — $ — $ — $ 82,000 Total Revenue $ 923,251 $ 2,052,817 $ 3,007,866 $ 6,145,465 | For the year ended December 31, 2022 For the year ended December 31, 2021 TPT SpeedConnect $ 5,429,010 $ 7,579,003 Blue Collar 1,522,490 1,545,721 TPT MedTech 89,755 155,919 IST 526,583 — Other (1) 186,741 179,757 Total Services Revenues $ 7,754,579 $ 9,460,400 TPT MedTech – Product Revenue — 348,676 Air Fitness – Product Revenue 82,000 218,013 K Telecom – Product Revenue — 2,490 Total Product Revenues $ 82,000 $ 569,179 Total Revenue $ 7,836,579 $ 10,029,579 |
Potentially dilutive securities | Convertible Promissory Notes 6,750,885,442 Series A Preferred Stock (1) 28,788,595,385 Series B Preferred Stock 2,588,693 Series D Preferred Stock (2) 235,601,010 Series E Preferred Stock (3) 10,320,742,424 Stock Options and Warrants 129,116,666 46,227,529,620 | 2022 2021 Convertible Promissory Notes 3,787,362,740 429,623,112 Series A Preferred Stock (1) 12,610,847,082 1,349,817,125 Series B Preferred Stock 2,588,693 2,588,693 Series D Preferred Stock 74,998,392 25,297,722 Series E Preferred Stock 3,285,381,029 — Stock Options and warrants 129,116,666 111,000,000 19,890,294,603 1,918,326,652 |
Derivative financial instruments | Derivative Instrument Fair Value Convertible Promissory Notes $ 4,093,369 Fair value of Warrants issued with the derivative instruments 110,419 $ 4,203,788 | Derivative Instrument Fair Value Fair value of EMA, First Fire, Cavalry Financial and 1800 Diagonal Convertible Promissory Notes $ 4,634,653 Fair value of Warrants issued with the derivative instruments 187,745 $ 4,822,398 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
ACQUISITIONS | ||
Purchase price allocation | Consideration given at fair value: Accounts payable $ 68,025 $ 68,025 Assets acquired at fair value: Prepaid expenses $ 4,250 Additional paid in capital 63,775 $ 68,025 Consideration given at fair value: Note payable, net of discount $ 374,018 Credit cards assumed 48,452 Preferred shares of TPT Strategic 3,206 $ 425,676 Assets acquired at fair value: Working capital $ 143,122 Property and equipment 2,170 Note receivable – related party 271,179 Other assets 9,205 $ 425,676 | Consideration given at fair value: Note payable, net of discount $ 374,018 Credit cards assumed 48,452 Preferred shares of TPT Strategic 3,206 $ 425,676 Assets acquired at fair value: Working capital $ 143,122 Property and equipment 2,170 Note receivable - related party 271,179 Other assets 9,205 $ 425,676 |
condensed proforma | 2022 2021 Revenue $ 9,508,470 $ 12,640,858 Cost of Sales 7,104,877 9,621,530 Gross Profit $ 2,403,593 $ 3,019,328 Expenses (16,584,916 ) (9,802,625 ) Other income (expense) (7,722,397 ) 2,625,167 Net Loss $ (21,903,720 ) $ (4,158,130 ) Loss per share $ (0.02 ) $ (0.00 ) |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
PROPERTY AND EQUIPMENT | ||
Property and equipment | 2023 2022 Property and equipment: Land $ 1,226,000 — Office furniture and equipment 77,859 77,859 Total land, property and equipment 1,303,859 77,859 Accumulated depreciation (77,859 ) (75,404 ) Property and equipment, net $ 1,226,000 $ 2,455 | 2022 2021 Property and equipment: Telecommunications fiber and equipment $ — $ 2,686,905 Medical equipment — 209,499 Office furniture and equipment 84,180 77,859 Total Property and equipment $ 84,180 $ 2,974,263 Accumulated depreciation (79,616 ) (1,325,241 ) Property and equipment, net $ 4,564 $ 1,649,022 |
DEBT FINANCING ARRANGEMENTS (Ta
DEBT FINANCING ARRANGEMENTS (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
DEBT FINANCING ARRANGEMENTS | ||
Debt financing arrangements | 2023 2022 Loans and advances (1) $ 470,092 $ 470,092 Convertible notes payable (2) 3,424,556 3,054,869 Factoring agreements (3) 532,467 577,177 Debt – third party $ 4,427,115 $ 4,102,138 Line of credit, related party secured by assets (4) $ 2,742,929 $ 2,742,929 Debt– other related party, net of discounts (5) 2,015,500 2,015,500 Convertible debt – related party (6) 553,100 553,100 Shareholder debt (7) 144,081 4,150 Debt – related party $ 5,455,610 $ 5,315,679 Total financing arrangements $ 9,882,725 $ 9,417,817 Less current portion: Loans, advances and factoring agreements – third party $ (1,002,559 ) $ (902,809 ) Convertible notes payable third party (3,424,556 ) (3,054,869 ) Debt – related party, net of discount (4,902,510 ) (4,762,579 ) Convertible notes payable– related party (553,100 ) (553,100 ) (9,882,725 ) (9,273,357 ) Total long term debt $ — $ 144,460 | 2022 2021 Loans and advances (1) $ 844,053 $ 941,242 Convertible notes payable (2) 3,054,869 1,162,606 Factoring agreements (3) 577,177 723,754 Debt – third party $ 4,476,099 $ 2,827,602 Line of credit, related party secured by assets (4) $ 2,742,929 $ 3,043,390 Debt– other related party, net of discounts (5) 2,015,500 7,450,000 Convertible debt – related party (6) 553,100 902,781 Shareholder debt (7) 4,150 49,452 Debt – related party $ 5,315,679 $ 11,445,623 Total financing arrangements $ 9,791,778 $ 14,273,225 Less current portion: Loans, advances and factoring agreements – third party $ (1,276,770 ) $ (1,446,571 ) Convertible notes payable third party (3,054,869 ) (1,162,606 Debt – related party, net of discount (4,762,579 ) (10,542,842 ) Convertible notes payable– related party (553,100 ) (902,781 ) (9,647,318 ) (14,054,800 ) Total long term debt $ 144,460 $ 218,425 |
DERIVATIVE FINANCIAL INSTRUME_2
DERIVATIVE FINANCIAL INSTRUMENTS (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
DERIVATIVE FINANCIAL INSTRUMENTS | ||
Summary of changes in fair value of the Company's Level 3 financial liabilities | Debt Derivative Liabilities Balance, December 31, 2021 $ 4,042,910 Change in derivative liabilities from new notes payable 622,518 Change in derivative liabilities from conversion of notes payable (493,101 ) Change in fair value of derivative liabilities at end of period – derivative expense 650,071 Balance, December 31, 2022 $ 4,822,398 Change in derivative liabilities from new notes payable 477,414 Change in derivative liabilities from conversion of notes payable (728,143 ) Change in fair value of derivative liabilities at end of period – derivative expense (gain) (367,881 ) Balance, September 30, 2023 $ 4,203,788 | Debt Derivative Liabilities Balance, December 31, 2020 $ 5,265,139 Change in derivative liabilities from conversion of notes payable 1,902,897 ) Change in derivative liabilities from the Odyssey conversion to a term loan (6,662,027 ) Change in fair value of derivative liabilities at end of period – derivative expense 3,536,901 ) Balance, December 31, 2021 $ 4,042,910 Change in derivative liabilities from new notes payable 622,518 Change in derivative liabilities from conversion of notes payable (493,101 ) Change in fair value of derivative liabilities at end of period – derivative expense 650,071 Balance, December 31, 2022 $ 4,822,398 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
INCOME TAXES | |
Income tax expense (benefit) | Current: 2022 2021 Federal State and local $ — $ — Total Current — — Deferred: Federal State and local benefit (4,567,483 ) (860,056 ) Net operating loss, net of state tax effect (60,546 ) (30,540 ) Meals and entertainment 616 10,134 Stock based expenses 4,473 46,769 Impairment 1,529,488 208,728 Amortization 137,808 143,243 Derivative expense 136,515 (742,749 Loss (Gain) on extinguishment 472,099 (1,808,903 ) Change in allowance 2,347,030 3,033,374 Total Benefit $ — $ — |
Income tax rate reconciliation | 2022 2021 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): 2022 2021 Valuation allowance $ — $ — Total current deferred tax asset (liability) — — Noncurrent deferred tax assets (liabilities): Derivative (gain) expense 1,936,917 2,073,432 Intangible assets amortization 1,687,645 1,253,096 Net operating loss carry forwards 8,011,600 5,725,115 Stock base compensation 2,016,952 1,878,003 Loss (gain) on debt extinguishment (1,207,765 ) (1,679,863 ) Less; Valuation allowance $ (12,445,349 ) $ (9,249,783 ) Total noncurrent deferred tax asset (liability) — — Total deferred tax asset (liability) $ — $ — |
STOCKHOLDERS DEFICIT (Tables)
STOCKHOLDERS DEFICIT (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
STOCKHOLDER'S DEFICIT | ||
Subscription payable | Unissued shares for TPT consulting agreements 3,000,000 Shares receivable under terminated acquisition agreement (3,096,181 ) Net commitment (96,181 ) | Unissued shares for TPT consulting agreements 2,175,000 Shares receivable under terminated acquisition agreement (3,096,181 ) Net commitment (921,181 ) |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
COMMITMENTS AND CONTINGENCIES | ||
Accounts payable and accrued expenses | Accounts payable: 2023 2022 Related parties (1) $ 1,186,459 $ 831,502 General operating 5,511,334 5,395,422 Accrued interest on debt (2) 2,732,093 2,095,955 Credit card balances 152,217 167,517 Accrued payroll and other expenses 1,574,182 951,022 Taxes and fees payable 642,640 642,640 Total $ 11,798,925 $ 10,084,058 | Accounts payable: 2022 2021 Related parties (1) $ 831,502 $ 2,294,570 General operating 5,342,431 3,313,649 Accrued interest on debt (2) 2,095,955 1,546,889 Credit card balances 218,781 169,035 Accrued payroll and other expenses (3) 1,319,402 1,686,310 Taxes and fees payable 642,640 642,640 Total $ 10,450,711 $ 9,653,093 |
Future minimum lease payments | 2023 $ 6,974,583 2024 797,193 2025 497,261 2026 147,486 2027 7,032 Thereafter 66,000 Total operating lease liabilities 8,489,555 Amount representing interest (348,254 ) 8,141,301 2022 $ 731,830 2023 — 2024 — 2025 — 2026 — Thereafter — Total financing lease liabilities 731,830 Amount representing interest — Total future payments (1) $ 731,830 | 2023 $ 6,163,141 2024 1,186,440 2025 738,108 2026 207,838 2027 11,415 Thereafter 66,000 Total operating lease liabilities 8,372,942 Amount representing interest (543,069 ) Total net present value $ 7,829,873 2022 $ 710,776 2023 — 2024 — 2025 — 2026 — Thereafter — Total financing lease liabilities 710,776 Amount representing interest — Total future payments (1) $ 710,776 |
Shares to be issued | Convertible Promissory Notes 6,750,885,442 Series A Preferred Stock (1) 28,788,595,385 Series B Preferred Stock 2,588,693 Series D Preferred Stock (2) 235,601,010 Series E Preferred Stock (3) 10,320,742,424 Stock Options and Warrants 129,116,666 46,227,529,620 | 2022 Convertible Promissory Notes 3,787,362,740 Series A Preferred Stock (1) 12,610,847,082 Series B Preferred Stock 2,588,693 Series D Preferred Stock 74,998,392 Series E Preferred Stock 3,285,381,029 Stock Options and warrants 129,116,666 19,890,294,603 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
GOODWILL AND INTANGIBLE ASSETS | |
Goodwill and intangible assets | December 31, 2021 Gross carrying amount Accumulated Amortization Net Book Value Useful Life Customer Base $ 697,238 (310,359 ) $ 386,879 3-10 Developed Technology 4,595,600 (2,127,599 ) 2,468,001 9 Film Library 957,000 (249,300 ) 707,700 11 Trademarks and Tradenames 132,000 (38,339 ) 93,661 12 Total intangible assets, net $ 6,381,838 (2,725,597 ) $ 3,656,241 Goodwill $ 104,657 — $ 104,657 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
SEGMENT REPORTING | ||
Summary information by segment | 2023 TPT SpeedConnect Blue Collar TPT MedTech and QuikLabs Corporate and other Total Revenue $ 800,617 79,063 — 43,571 $ 923,251 Cost of revenue $ (698,781 ) (3,642 ) — (37,090 ) $ (739,513 ) Net income (loss) $ (372,794 ) (72,359 ) (20 ) (187,625 ) $ (257,548 ) Depreciation and amortization $ — — — Derivative gain (expense) $ — — — (1,015,764 ) $ 1,015,764 Gain (loss) on debt extinguishment $ — — — 133,850 133,850 Interest expense $ — (2,592 ) — (410,143 ) $ (412,735 ) Total assets $ 23,968 89,486 3,816 1,241,550 $ 1,358,820 2022 TPT SpeedConnect Blue Collar TPT MedTech and QuikLABS Corporate and other Total Revenue $ 1,357,611 692,486 (560 ) 2,720 $ 2,052,817 Cost of revenue $ (1,303,856 ) (305,301 ) — (82,382 ) $ (1,691,539 ) Net income (loss) $ (486,747 ) 82,809 (123,798 ) (717,284 ) $ (1,245,019 ) Deemed dividend related to modification of Series A Preferred Stock $ — — — (39,866,742 ) $ (39,866,742 ) Depreciation and amortization $ (133,391 ) (1,705 ) (14,931 ) (164,483 ) $ (314,511 ) Derivative gain $ — — — 102,903 $ 102,903 Gain on debt extinguishment $ — — — 397,008 $ 301,224 Interest expense $ (98,159 ) (36,926 ) — (291,181 ) $ (426,265 ) Total assets $ 5,234,872 1,787,540 2,942 1,521,797 $ 8,547,151 2023 TPT SpeedConnect Blue Collar TPT MedTech and QuikLABS Corporate and other Total Revenue $ 2,717,230 243,592 — 47,044 $ 3,007,866 Cost of sales $ (1,640,456 ) (82,281 ) — (60,606 ) $ (1,783,343 ) Net income (loss) $ 335,823 (334,081 ) (1,625 ) (3,093,725 ) $ (3,093,608 ) Depreciation and amortization $ — — — (2,454 ) $ (2,454 ) Derivative gain $ — — — 367,881 $ 367,881 Gain on debt extinguishment $ — — — 466,380 $ 466,380 Interest expense $ (42,355 ) (9,920 ) — (1,288,137 ) $ (1,340,412 ) Total assets $ 23,968 89,486 3,816 1,241,550 $ 1,358,820 2022 TPT SpeedConnect Blue Collar TPT MedTech and QuikLABS Corporate and other Total Revenue $ 4,403,345 1,386,970 89,755 265,395 $ 6,145,465 Cost of sales $ (3,470,536 ) (758,462 ) — (264,930 ) $ (4,493,929 ) Net loss $ (909,938 ) (24,354 ) (213,720 ) (10,204,935 ) $ (11,352,944 ) Deemed dividend related to modification of Series A Preferred Stock $ — — — (39,866,742 ) $ (39,866,742 ) Depreciation and amortization $ (397,187 ) (5,683 ) (44,793 ) (493,450 ) $ (956,045 ) Derivative gain $ — — — 491,301 $ 491,301 Loss on debt extinguishment $ — — — (1,970,030 ) $ (2,065,814 ) Interest expense $ (476,840 ) (42,466 ) — (4,186,243 ) $ (4,705,548 ) Total assets $ 5,234,872 1,787,540 9,585 1,521,797 $ 8,547,151 | 2022 TPT Speed Connect Blue Collar TPT MedTech and QuikLABS Corporate and other Total Revenue $ 5,429,010 1,522,490 89,755 795,324 $ 7,836,579 Cost of revenue $ (4,620,270 ) (895,890 ) — (710,536 ) $ (6,226,696 ) Net income (loss) $ (5,614,104 ) (1,282,145 ) (260,720 ) (14,592,951 ) $ (21,749,920 ) Deemed dividend related to modification of Series A Preferred Stock — — — (39,866,742 ) (39,866,742 ) Total assets $ 68,086 643,029 3,800 339,525 $ 1,054,440 Depreciation and amortization $ (530,579 ) (6,820 ) (44,793 ) (658,004 ) $ (1,240,196 ) Impairment/loss on debt extinguishment $ (4,283,263 ) (1,042,636 ) — (4,205,469 ) $ (9,531,368 ) Derivative gain (expense) $ — — — (650,071 ) $ (650,071 ) Interest expense $ (570,499 ) (98,179 ) — (4,092,873 ) $ (4,761,551 ) 2021 TPT Speed Connect Blue Collar TPT MedTech and QuikLABS Corporate and other Total Revenue $ 7,579,002 1,545,721 504,595 400,261 $ 10,029,579 Cost of revenue $ (5,676,202 ) (1,005,431 ) (792,061 ) (328,481 ) $ (7,802,175 ) Net income (loss) $ (1,446,635 ) 491,513 (1,318,921 ) (1,821,464 ) $ (4,095,507 ) Total assets $ 6,568,405 1,380,636 198,037 2,530,347 $ 10,677,425 Depreciation and amortization $ (621,774 ) (111,336 ) (40,170 ) (637,023 ) $ (1,410,303 ) Impairment/gain on debt extinguishment $ 391,567 747,137 — 6,338,293 $ 7,476,997 Derivative gain (expense) $ — — — (3,536,901 ) $ (3,536,901 ) Interest expense $ (1,058,986 ) (38,798 ) — (1,539,348 ) $ (2,637,132 ) |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
DISCONTINUED OPERATIONS | ||
Asset and liabilities included in net liabilities of discontinued operations | Cash and cash equivalents $ 28,671 Accounts receivable, net 188,109 Note receivable 64,393 Note receivable - related party 253,598 Prepaid expenses and other current assets 79,390 Property and equipment, net 2,102 Total assets 616,263 Accounts payable and accrued expenses 332,335 Notes payable 385,079 Total liabilities $ 717,414 | |
Proforma result of discontinued operations | Assets of IST $ 633,095 Liabilities of IST 759,196 Net liabilities of IST recognized as gain on disposal of discontinued operations $ 126,101 Assets of IST $ 616,263 Liabilities of IST $ 717,414 Net loss $ (557 ) Depreciation 91 Change in current assets and liabilities: Accounts receivable (23,362 ) Prepaid expenses and other (27,519 ) Accounts payable 55,381 Net cash flows from operating activities of discontinued operations 4,034 Net cash used in financing activities of discontinued operations Proceeds from notes receivable 8,455 Proceeds from bank overdraft 7,367 Advances on notes receivable – related party (31,722 ) Payments on notes payable (16,805 ) Net cash used for financing activities of discontinued operations (32,705 ) Net change in cash of discontinued operations: (28,671 ) Beginning cash balance 28,671 Ending cash balance 0 | Revenue $ 526,583 Cost of Sales 428,665 Gross Profit $ 97,917 Expenses (196,038 ) Other income (expense) (6,237 ) Net Loss $ (104,358 ) Loss per share $ (0.00 ) Net loss $ (104,358 ) Adjustments to reconcile net loss to net cash from operating activities: Depreciation 62 Changes in operating assets and liabilities: Accounts receivable 167,327 Accounts receivable – related party 17,581 Prepaid expenses and other assets (10,067 ) Accounts payable and accrued liabilities (35,368 ) Net cash from operating activities 35,117 Cash flows from investing activities – payment for business acquisition (6,449 ) Net cash used in investing activities (6,449 ) Cash flows from financing activities – payment on notes payable (57 ) Net cash used in financing activities (57 ) Net change in cash: 28,671 Beginning cash balance — Ending cash balance $ 28,671 |
DESCRIPTION OF BUSINESS AND S_4
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Acquisition 1[Member] | ||
Name of acquisition | TPT Global Tech, Inc. | TPT Global Tech, Inc. |
Referred | Company or TPTG | Company or TPTG |
Incorporation Date | 1988 | 1988 |
Ownership Percentage | 100% | 100% |
Acquisition 2[Member] | ||
Name of acquisition | Copperhead Digital Holdings, Inc. | Copperhead Digital Holdings, Inc. |
Referred | Copperhead Digital or CDH | Copperhead Digital or CDH |
Incorporation Date | 2015 | 2015 |
Ownership Percentage | 100% | 100% |
Acquisition 3[Member] | ||
Name of acquisition | TruCom, LLC | TruCom, LLC |
Referred | TruCom | TruCom |
Incorporation Date | 2015 | 2015 |
Ownership Percentage | 100% | 100% |
Acquisition 4[Member] | ||
Name of acquisition | CityNet Arizona, LLC | CityNet |
Referred | CityNet | CityNet Arizona, LLC |
Incorporation Date | 2015 | 2015 |
Ownership Percentage | 100% | 100% |
Acquisition 5[Member] | ||
Name of acquisition | San Diego Media Inc. | San Diego Media Inc. |
Referred | SDM | SDM |
Incorporation Date | 2016 | 2016 |
Ownership Percentage | 100% | 100% |
Acquisition 6[Member] | ||
Name of acquisition | Blue Collar Production, Inc. | Blue Collar Production, Inc. |
Referred | Blue Collar | Blue Collar |
Incorporation Date | 2018 | 2018 |
Ownership Percentage | 100% | 100% |
Acquisition 7[Member] | ||
Name of acquisition | TPT SpeedConnect, LLC | TPT SpeedConnect, LLC |
Referred | TPT SpeedConnect | TPT SpeedConnect |
Incorporation Date | 2019 | 2019 |
Ownership Percentage | 86% | 100% |
Acquisition 10[Member] | ||
Name of acquisition | TPT Strategic, Inc. | TPT Strategic, Inc. |
Referred | TPT Strategic | TPT Strategic |
Incorporation Date | 2020 | 2020 |
Ownership Percentage | 0% | 0% |
Acquisition 8[Member] | ||
Name of acquisition | TPT Federal, LLC | TPT Federal, LLC |
Referred | TPT Federal | TPT Federal |
Incorporation Date | 2020 | 2020 |
Ownership Percentage | 100% | 100% |
Acquisition 11[Member] | ||
Name of acquisition | QuikLab 1 LLC | QuikLab 1 LLC |
Referred | Quiklab 1 | Quiklab 1 |
Incorporation Date | 2020 | 2020 |
Ownership Percentage | 80% | 80% |
Acquisition 12[Member] | ||
Name of acquisition | QuikLAB 2, LLC | QuikLAB 2, LLC |
Referred | QuikLAB 2 | QuikLAB 2 |
Incorporation Date | 2020 | 2020 |
Ownership Percentage | 80% | 80% |
Acquisition 13[Member] | ||
Name of acquisition | QuikLAB 3, LLC | QuikLAB 3, LLC |
Referred | QuikLAB 3 | QuikLAB 3 |
Incorporation Date | 2020 | 2020 |
Ownership Percentage | 80% | 80% |
Acquisition 14[Member] | ||
Name of acquisition | The Fitness Container, LLC | The Fitness Container, LLC |
Referred | Air Fitness | Air Fitness |
Incorporation Date | 2020 | 2020 |
Ownership Percentage | 75% | 75% |
Acquisition 15[Member] | ||
Name of acquisition | TPT Global Tech Asia Limited | TPT Global Tech Asia Limited |
Referred | TPT Asia | TPT Asia |
Incorporation Date | 2020 | 2020 |
Ownership Percentage | 78% | 78% |
Acquisition 16[Member] | ||
Name of acquisition | TPT MedTech UK LTD | TPT MedTech UK LTD |
Referred | TPT MedTech UK | TPT MedTech UK |
Incorporation Date | 2020 | 2020 |
Ownership Percentage | 100% | 100% |
Acquisition 17[Member] | ||
Name of acquisition | TPT Global Defense Systems, Inc | TPT Global Defense Systems, Inc. |
Referred | TPT Global Defense | TPT Global Defense |
Incorporation Date | 2021 | 2021 |
Ownership Percentage | 100% | 100% |
Acquisition 18[Member] | ||
Name of acquisition | TPT Innovations Technology, Inc. | TPT Innovations Technology, Inc. |
Referred | TPT Innovations | TPT Innovations |
Incorporation Date | 2021 | 2021 |
Ownership Percentage | 100% | 100% |
Acquisition 19[Member] | ||
Name of acquisition | TPT Global Caribbean Inc. | TPT Global Caribbean Inc. |
Referred | TPT Caribbean | TPT Caribbean |
Incorporation Date | 2021 | 2021 |
Ownership Percentage | 100% | 100% |
Acquisition 20[Member] | ||
Name of acquisition | TPT Media and Entertainment, LLC | TPT Media and Entertainment, LLC |
Referred | TPT Media and Entertainment | TPT Media and Entertainment |
Incorporation Date | 2021 | 2021 |
Ownership Percentage | 100% | 100% |
Acquisition 21[Member] | ||
Name of acquisition | VuMe Live, LLC | VuMe Live, LLC |
Referred | VuMe Live | VuMe Live |
Incorporation Date | 2021 | 2021 |
Ownership Percentage | 100% | 100% |
Acquisition 22[Member] | ||
Name of acquisition | Digithrive, LLC | Digithrive, LLC |
Referred | Digithrive | Digithrive |
Incorporation Date | 2021 | 2021 |
Ownership Percentage | 100% | 100% |
Acquisition 23[Member] | ||
Name of acquisition | Information Security and Training, LLC | Information Security and Training, LLC |
Referred | IST | IST |
Incorporation Date | 2022 | 2022 |
Ownership Percentage | 0% | 0% |
Acquisition 9[Member] | ||
Name of acquisition | TPT MedTech, LLC | TPT MedTech, LLC |
Referred | TPT MedTech | TPT MedTech |
Incorporation Date | 2020 | 2020 |
Ownership Percentage | 100% | 100% |
Acquisition 24[Member] | ||
Name of acquisition | Asberry 22 Holdings, Inc. | |
Referred | Asberry or ASHI | |
Incorporation Date | 2023 | |
Ownership Percentage | 86% |
DESCRIPTION OF BUSINESS AND S_5
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jun. 29, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Total revenues | $ 923,251 | $ 2,052,817 | $ 3,007,866 | $ 6,145,465 | $ 7,836,579 | $ 10,029,579 | |
TPT Speed Connect [Member] | |||||||
Total revenues | 843,451 | 1,357,611 | 2,760,055 | 4,403,345 | 5,429,010 | 7,579,003 | |
Blue Collar [Member] | |||||||
Total revenues | 79,063 | 692,486 | 243,592 | 1,386,970 | 1,522,490 | 1,545,721 | |
TPT MedTech [Member] | |||||||
Total revenues | 0 | 0 | 0 | 89,755 | 89,755 | 155,919 | |
Other [Member] | |||||||
Total revenues | 737 | 2,720 | 4,219 | 183,395 | 186,741 | 179,757 | |
Total Services Revenues [Member] | |||||||
Total revenues | 923,251 | 2,052,817 | 3,007,866 | 6,063,465 | 7,754,579 | 9,460,400 | |
Air Fitness Product Revenue | |||||||
Total revenues | 0 | 0 | 0 | 82,000 | 82,000 | 218,013 | |
K Telecom Product Revenue [Member] | |||||||
Total revenues | 0 | 2,490 | |||||
Total Product Revenues [Member] | |||||||
Total revenues | 0 | 0 | 0 | 82,000 | 82,000 | 569,179 | |
IST [Member] | |||||||
Total revenues | $ 526,583 | 1,090,047 | 526,583 | 0 | |||
TPT MedTech Product Revenue [Member] | |||||||
Total revenues | 0 | 348,676 | |||||
Total [Member] | |||||||
Total revenues | $ 923,251 | $ 2,052,817 | $ 3,007,866 | $ 6,145,465 | $ 7,836,579 | $ 10,029,579 |
DESCRIPTION OF BUSINESS AND S_6
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) - shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 46,227,529,620 | 19,890,294,603 | 1,918,326,652 |
Convertible Promissory Notes | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 6,750,885,442 | 3,787,362,740 | 429,623,112 |
Series A Preferred Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 28,788,595,385 | 12,610,847,082 | 1,349,817,125 |
Series B Preferred Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,588,693 | 2,588,693 | 2,588,693 |
Series D Preferred Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 235,601,010 | 74,998,392 | 25,297,722 |
Series E Preferred Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 10,320,742,424 | 3,285,381,029 | 0 |
Stock Options and Warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 129,116,666 | 129,116,666 | 111,000,000 |
DESCRIPTION OF BUSINESS AND S_7
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 3) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Warrants Issued with the Derivative Instruments | ||
Fair value of derivative instrument | $ 110,419 | $ 187,745 |
Auctus Convertible Promissory Notes | ||
Fair value of derivative instrument | 4,634,653 | |
Total Services Revenues | ||
Fair value of derivative instrument | 4,203,788 | $ 4,822,398 |
Convertible Promissory Notes | ||
Fair value of derivative instrument | $ 4,093,369 |
DESCRIPTION OF BUSINESS AND S_8
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | 21 Months Ended | ||||||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | Nov. 10, 2021 | Jul. 06, 2021 | Jul. 06, 2020 | Jun. 15, 2020 | |
Accounts receivale related party | $ 75,094 | ||||||||
Cash equivalents | 0 | $ 0 | |||||||
Allowance for uncollectible accounts receivable | 446,551 | 225,000 | |||||||
Impairment of goodwill | 104,657 | 663,434 | |||||||
Impairment of intangible assets | 3,000,013 | $ 330,508 | |||||||
Impairment expenses long lived Assets | 7,283,276 | ||||||||
Impairment expenses property and equipment | 954,119 | ||||||||
Impairment expenses right of use assets | 3,224,487 | ||||||||
Estimated useful life | 5 years | ||||||||
Convertible promissory notes | 744,260 | ||||||||
Convertible promissory notes | $ 358,500 | $ 1,256,187 | 1,256,187 | $ 3,900,400 | |||||
TPT MedTech | |||||||||
Percentage of common stock conversion | 86% | 100% | |||||||
Deferred revenue | $ 0 | 41,000 | |||||||
Ally Pharma Member | |||||||||
Mezzanine stock, issued | 110,000,000 | 110,000,000 | |||||||
Ownership percentage | 80% | ||||||||
Deferred revenue | $ 0 | $ 75,556 | $ 421,643 | ||||||
Customer 1 and 2 | Accounts Receivable | |||||||||
Concentration risk | 48% | 45% | |||||||
Asia [Member] | |||||||||
International sales | $ 0 | $ 172,781 | $ 172,784 | $ 165,834 | |||||
Computers and Office Equipment | |||||||||
Estimated useful life | 3 years | ||||||||
Minimum | Telecommunications Equipment | |||||||||
Estimated useful life | 7 years | ||||||||
Total Services Revenues | |||||||||
Estimated useful life | 10 years | ||||||||
Preferred stock, authorized | 2,500,000,000 | ||||||||
Stimulus offerings | $ 1,402,700 | ||||||||
Percentage of common stock conversion | 60% | 60% | |||||||
Convertible promissory notes | 81,675 | ||||||||
Additional Convertible promissory notes | $ 330,000 | ||||||||
Series A Preferred Stock | |||||||||
Preferred stock, authorized | 4,500,000,000 | 4,500,000,000 | |||||||
Mezzanine stock, issued | 1,000,000 | 1,000,000 | 1,000,000 | ||||||
Series D Preferred Stock | |||||||||
Preferred stock, authorized | 100,000,000 | 100,000,000 | 10,000,000 | 100,000,000 | |||||
Percentage of common stock conversion | 75% | ||||||||
Mezzanine stock, issued | 46,649 | 46,649 | |||||||
Number of days | 30 days | ||||||||
Average market closing price | $ 5 | ||||||||
Series D Preferred Stock | Automatic Conversion To Common Stock Member | |||||||||
Percentage of common stock conversion | 75% | ||||||||
Number of days | 30 days | ||||||||
Average market closing price | $ 5 | ||||||||
Series E Preferred Stock | |||||||||
Preferred stock, authorized | 10,000,000 | ||||||||
Percentage of common stock conversion | 75% | ||||||||
Mezzanine stock, issued | 2,043,507 | 0 | |||||||
Number of days | 30 days | ||||||||
Average market closing price | $ 5 | ||||||||
Series E Preferred Stock | Automatic Conversion To Common Stock Member | |||||||||
Percentage of common stock conversion | 75% | ||||||||
Number of days | 30 days | ||||||||
Average market closing price | $ 5 |
ACQUISITIONS (Details)
ACQUISITIONS (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounts payable | $ 68,025 | $ 5,342,431 | $ 3,313,649 |
The Fitness Container, LLC | |||
Note payable | 374,018 | 374,018 | |
Credit cards assumed | 48,452 | 48,452 | |
Preferred shares of TPT Strategic | (3,206) | (3,206) | |
Consideration given at fair value | 425,676 | 425,676 | |
Working capital | 143,122 | 143,122 | |
Property and equipment | 2,170 | 2,170 | |
Other assets | 9,205 | 9,205 | |
Note receivable - related party | 271,179 | 271,179 | |
Assets acquired at fair value | 425,676 | $ 425,676 | |
Agreement and Plan of Merger | |||
Accounts payable | 68,025 | ||
Assets acquired at fair value | 68,025 | ||
Prepaid expenses | 4,250 | ||
Additional paids in capital | $ 63,775 |
ACQUISITIONS (Details 1)
ACQUISITIONS (Details 1) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
The Fitness Container, LLC | |||
Note payable | $ 374,018 | $ 374,018 | |
Credit cards assumed | 48,452 | 48,452 | |
Preferred shares of TPT Strategic | 3,206 | 3,206 | |
Consideration given at fair value | 425,676 | 425,676 | |
Working capital | 143,122 | 143,122 | |
Property and equipment | 2,170 | 2,170 | |
Note receivable - related party | 271,179 | 271,179 | |
Other assets | 9,205 | 9,205 | |
Assets acquired at fair value | $ 425,676 | 425,676 | |
Total Services Revenues | |||
Revenue | 9,508,470 | $ 12,640,858 | |
Cost of sales | 7,104,877 | 9,621,530 | |
Gross profit | 2,403,593 | 3,019,328 | |
Expenses | (16,584,916) | (9,802,625) | |
Other income (expense) | (7,722,397) | 2,625,167 | |
Net income (loss) | $ (21,903,720) | $ (4,158,130) | |
Loss per share | $ (0.02) | $ 0 |
ACQUISITIONS (Details Narrative
ACQUISITIONS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
May 10, 2022 | Jun. 29, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Gross profit Royalty from sales percentage | 10% | 86% | 10% | |||||
Paying Approximate amount for properties | $ 1,700,000 | |||||||
Down payment for properties | $ 10,000 | |||||||
Preferred shares | 500,000 | 500,000 | 500,000 | |||||
Revenue | $ 923,251 | $ 2,052,817 | $ 3,007,866 | $ 6,145,465 | $ 7,836,579 | $ 10,029,579 | ||
Net loss | (257,548) | (1,245,019) | (3,093,608) | (11,352,944) | (21,749,920) | (4,095,507) | ||
Net loss from discontinued operations | $ 233,740 | $ 0 | $ 125,544 | $ 0 | ||||
Total common stock issued | 4,658,318 | |||||||
Customer Base [Member] | ||||||||
Description of merger agreement | On May 10, 2022, as part of a “Smart City” concept and to utilize its telecommunications expertise, the Company entered into Real Estate Sales Agreements to acquire approximately 135 acres of land in Tuskegee | Effective Time is converted into and exchange for 1,000 validly issued, fully paid and non-assessable shares of the Subsidiary's common stock | ||||||
IST [Member] | ||||||||
Gross profit Royalty from sales percentage | 85% | |||||||
Preferred shares | 500,000 | |||||||
Revenue | $ 526,583 | $ 1,090,047 | $ 526,583 | $ 0 | ||||
Net loss | $ (104,358) | (557) | ||||||
Net loss from discontinued operations | (557) | |||||||
Gain from disposal of discontinued operations | $ 126,101 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2022 | |
Net loss | $ 21,749,920 | $ 4,095,507 | |||||
Net cash used in operating activities | $ (442,135) | $ (263,313) | (226,493) | (995,093) | |||
Impairment of goodwill and long lived assets | $ 442,135 | 442,135 | 16,746,502 | 1,170,451 | $ 263,313 | ||
Net increase in assets and liabilities | 2,303,246 | 3,385,007 | 4,776,925 | 4,270,865 | |||
Net cash provided by financing activities | 382,505 | 0 | (180,525) | 1,169,810 | |||
Proceeds from sale of Series D Preferred Stock shares | 610,502 | ||||||
Proceeds from convertible notes, loans and advances | 358,500 | 1,256,187 | 1,256,187 | 3,900,400 | |||
Net loss | $ (257,548) | $ (1,245,019) | (3,093,608) | (11,352,944) | (21,749,920) | (4,095,507) | |
Payment on convertible loans, advances and factoring agreements | 139,931 | (83,221) | (1,391,580) | (3,502,592) | |||
Payments on convertible notes and amounts payable - related parties | 39,664 | 1,391,580 | 45,132 | ||||
Net cash used in investing activities | 0 | (16,297) | (22,747) | 324,040 | |||
Stimulus offerings | $ 1,402,700 | ||||||
Net cash provided by financing activities | 382,505 | (175,057) | |||||
Proceeds from convertible notes, loans and advances | $ 358,500 | $ 1,256,187 | |||||
Total Services Revenues | |||||||
Proceeds from convertible notes, loans and advances | 81,675 | ||||||
Additional Convertible promissory notes | $ 330,000 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Property, plant and equipment, gross | $ 1,303,859 | $ 77,859 | $ 2,974,263 |
Accumulated depreciation | (77,859) | (75,404) | (1,325,241) |
Property and equipment, net | 1,226,000 | 2,455 | 1,649,022 |
Land | |||
Property, plant and equipment, gross | 1,226,000 | 0 | |
Telecommunications Fiber and Equipment | |||
Property, plant and equipment, gross | 2,686,905 | ||
Medical Equipment | |||
Property, plant and equipment, gross | 209,499 | ||
Office Furniture and Equipment | |||
Property, plant and equipment, gross | $ 77,859 | $ 77,859 | $ 77,859 |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
PROPERTY AND EQUIPMENT | ||||||
Depreciation expense | $ 0 | $ 150,454 | $ 2,454 | $ 448,943 | $ 583,968 | $ 682,111 |
Impairment expenses | 7,283,276 | |||||
Recognized gain from a theft of equipment | 485,404 | |||||
Financing Lease | 200,000 | |||||
Impairment of goodwill | 104,657 | 663,434 | ||||
Impairment of intangible assets | 3,000,013 | $ 330,508 | ||||
Impairment expenses right of use assets | 3,224,487 | |||||
Impairment expenses property and equipment | $ 954,119 |
DEBT FINANCING ARRANGEMENTS (De
DEBT FINANCING ARRANGEMENTS (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
DEBT FINANCING ARRANGEMENTS | |||
Loans and advances | $ 470,092 | $ 844,053 | $ 941,242 |
Convertible notes payable | 3,424,556 | 3,054,869 | 1,162,606 |
Factoring agreements | 532,467 | 577,177 | 723,754 |
Debt - third party | 4,476,099 | 2,827,602 | |
Line of credit, related party secured by assets | 2,742,929 | 2,742,929 | 3,043,390 |
Debt - other related party, net of discounts | 2,015,500 | 7,450,000 | |
Convertible debt - related party | 553,100 | 902,781 | |
Shareholder debt | 144,081 | 4,150 | 49,452 |
Debt - related party | 5,315,679 | 11,445,623 | |
Total financing arrangements | 9,791,778 | 14,273,225 | |
Debt - third party | 4,427,115 | 4,102,138 | |
Less current liabilities: | |||
Loans, advances and agreements - third party | (1,002,559) | (1,276,770) | (1,446,571) |
Convertible notes payable, third party | (3,424,556) | (3,054,869) | (1,162,606) |
Debt - other related party, net of discounts | 2,015,500 | 2,015,500 | |
Debt - related party, net of discount | (4,762,579) | (10,542,842) | |
Convertible notes payable - related party | 553,100 | 553,100 | 902,781 |
Convertible debt - related party | 553,100 | 553,100 | |
Total | (9,882,725) | (9,647,318) | (14,054,800) |
Total long term debt | 0 | 144,460 | $ 218,425 |
Debt - related party | 5,455,610 | 5,315,679 | |
Total financing arrangements | 9,882,725 | 9,417,817 | |
Debt - related party, net of discount | $ (4,902,510) | $ (4,762,579) |
DEBT FINANCING ARRANGEMENTS (_2
DEBT FINANCING ARRANGEMENTS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||
Feb. 09, 2023 | Feb. 08, 2023 | Jun. 13, 2022 | Apr. 02, 2022 | Jan. 31, 2022 | Oct. 13, 2021 | Oct. 13, 2021 | Oct. 06, 2021 | May 06, 2020 | Apr. 30, 2022 | Apr. 27, 2022 | Jan. 31, 2022 | Jul. 23, 2021 | Sep. 05, 2018 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | May 31, 2022 | Mar. 31, 2022 | Feb. 29, 2020 | |
Line of Credit balance | $ 40,000 | $ 40,000 | $ 40,000 | |||||||||||||||||||||||||
Payment done by raise fund | $ 550,000 | $ 550,000 | ||||||||||||||||||||||||||
Convertible promissory notes per shares | $ 0.25 | |||||||||||||||||||||||||||
Repayments of debt | $ 21,200 | $ 19,400 | ||||||||||||||||||||||||||
Adjustable interest rate description | bearing interest at 6.0% per annum (12% default rate) | Line of Credit which bears interest at adjustable rates, 1 month LIBOR plus 2%, 7.44% | Line of Credit which bears interest at adjustable rates, 1 month LIBOR plus 2%, 4.4% | |||||||||||||||||||||||||
Stock options | 8,000 | |||||||||||||||||||||||||||
Factoring Agreement outstanding balance | 101,244 | $ 101,244 | 101,244 | $ 380,746 | $ 101,244 | |||||||||||||||||||||||
Convertible note payable | 508,553 | $ 508,553 | ||||||||||||||||||||||||||
Interest expense | 916,895 | |||||||||||||||||||||||||||
Promissory note included as part of consideration | $ 4,000,000 | |||||||||||||||||||||||||||
Proceeds from interest on debt | 2,000,000 | |||||||||||||||||||||||||||
Promissory note | $ 1,000,000 | $ 1,600,000 | 1,600,000 | $ 67,000 | ||||||||||||||||||||||||
Research and development Expenses | 0 | $ 0 | 0 | $ 1,750,000 | $ 1,750,000 | 0 | ||||||||||||||||||||||
Promissory note non-interest bearing | $ 1,000,000 | |||||||||||||||||||||||||||
Effective interest rate | 3% | 75% | 12% | 12% | ||||||||||||||||||||||||
Convertible promissory note | $ 500,000 | $ 10,000 | $ 250,000 | |||||||||||||||||||||||||
Convertible into common stock per share | $ 1 | |||||||||||||||||||||||||||
Trading days and interest rate description | due in 180 days which bears interest at 6.0% per annum and is convertible to shares of the Company’s common stock at 85% of the volume weighted average price for the preceding 5 market trading days | |||||||||||||||||||||||||||
SDM balance | 181,981 | |||||||||||||||||||||||||||
Convertible promissory notes related party | $ 67,000 | $ 537,200 | ||||||||||||||||||||||||||
Factoring Agreement description | 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 | |||||||||||||||||||||||||||
Lendora Consolidation Agreement description | factoring agreements which amounted to $1,522,984 for which the Company had outstanding balances totaling $967,496. Payments under this Lendora Consolidation Agreement superseded all other factoring agreement payments and included $ 31,728.85 per week, at an effective interest rate of approximately 36% annually, for 48 weeks | |||||||||||||||||||||||||||
Cash due to prior owners of the technology acquired | $ 350,000 | |||||||||||||||||||||||||||
Convertible Promissory Note | 3,424,556 | 3,424,556 | $ 3,054,869 | 1,162,606 | ||||||||||||||||||||||||
Debt instrument converted amount, principal | 917,088 | |||||||||||||||||||||||||||
Outstanding principal and interest | 685,682 | $ 685,682 | ||||||||||||||||||||||||||
Outstanding Shares of principal and interest | 137,136 | 137,136 | ||||||||||||||||||||||||||
Balance to be purchased and sold | $ 358,500 | 1,256,187 | ||||||||||||||||||||||||||
Debt instrument converted amount shares issued | 571,848,487 | 333,871,496 | ||||||||||||||||||||||||||
Gain on debt extinguishment | 133,850 | $ 397,008 | $ (466,380) | 1,970,030 | $ 2,248,092 | (8,470,939) | ||||||||||||||||||||||
Principal amount | 151,530 | 542,324 | ||||||||||||||||||||||||||
Proceeds from convertible notes, loans and advances | $ 358,500 | $ 1,256,187 | $ 1,256,187 | 3,900,400 | ||||||||||||||||||||||||
Copperhead Digital Shareholders [Member] | ||||||||||||||||||||||||||||
Line of Credit bears variable interest rate | 2% | 2% | ||||||||||||||||||||||||||
LIBOR rate | 7.19% | 4.40% | ||||||||||||||||||||||||||
Common stock reserved to pay off line of credit | 1,000,000 | 1,000,000 | ||||||||||||||||||||||||||
Balance line of credit | $ 2,597,790 | $ 2,597,790 | ||||||||||||||||||||||||||
Shareholders loanedto company | 445,600 | 445,600 | ||||||||||||||||||||||||||
Stock options value | 85,120 | 85,120 | ||||||||||||||||||||||||||
Proceeds from convertible notes, loans and advances | $ 136,400 | $ 537,200 | ||||||||||||||||||||||||||
Principal balance | 300,461 | |||||||||||||||||||||||||||
Lendora Factoring Agreement | ||||||||||||||||||||||||||||
Effective interest rate | 36% | |||||||||||||||||||||||||||
Balance to be purchased and sold | $ 299,800 | |||||||||||||||||||||||||||
Received, net of fees | 190,000 | |||||||||||||||||||||||||||
Payment per week | $ 18,737 | |||||||||||||||||||||||||||
Duration of weekly payment | 16 | |||||||||||||||||||||||||||
Fox Capital Agreement [Member] | ||||||||||||||||||||||||||||
Effective interest rate | 36% | |||||||||||||||||||||||||||
Balance to be purchased and sold | $ 138,000 | |||||||||||||||||||||||||||
Received, net of fees | 90,000 | |||||||||||||||||||||||||||
Payment per week | $ 4,313 | |||||||||||||||||||||||||||
Duration of weekly payment | 32 | |||||||||||||||||||||||||||
Net of discounts | 73,313 | |||||||||||||||||||||||||||
Mr. Advance Agreement | ||||||||||||||||||||||||||||
Effective interest rate | 36% | |||||||||||||||||||||||||||
Balance to be purchased and sold | $ 411,000 | |||||||||||||||||||||||||||
Received, net of fees | 270,715 | |||||||||||||||||||||||||||
Payment per week | $ 8,935 | |||||||||||||||||||||||||||
Duration of weekly payment | 46 | |||||||||||||||||||||||||||
Net of discounts | 280,201 | |||||||||||||||||||||||||||
CLOUDFUND Agreement | ||||||||||||||||||||||||||||
Effective interest rate | 36% | |||||||||||||||||||||||||||
Balance to be purchased and sold | $ 411,000 | |||||||||||||||||||||||||||
Received, net of fees | 272,954 | |||||||||||||||||||||||||||
Payment per week | $ 8,935 | |||||||||||||||||||||||||||
Duration of weekly payment | 46 | |||||||||||||||||||||||||||
Net of discounts | 280,201 | |||||||||||||||||||||||||||
Mr. and Mrs. Caudle | ||||||||||||||||||||||||||||
Payment done by raise fund | 1,000,000 | 1,000,000 | ||||||||||||||||||||||||||
Information Security And Training [Member] | ||||||||||||||||||||||||||||
Line of credit agreement Agreement outstanding balance | $ 349,518 | |||||||||||||||||||||||||||
Interest rate | 2.50% | |||||||||||||||||||||||||||
Two related parties [Member] | ||||||||||||||||||||||||||||
Adjustable interest rate description | bear 6% annual interest (12% default interest rate). | |||||||||||||||||||||||||||
Convertible Promissory Note | $ 62,000 | |||||||||||||||||||||||||||
Former officer [Member] | ||||||||||||||||||||||||||||
Convertible Promissory Note | $ 5,000 | |||||||||||||||||||||||||||
VuMe technology [Member] | ||||||||||||||||||||||||||||
Promissory note | 4,000,000 | $ 4,000,000 | ||||||||||||||||||||||||||
Research and development Expenses | 1,750,000 | 1,750,000 | ||||||||||||||||||||||||||
Deposit | 200,000 | |||||||||||||||||||||||||||
Media Live One Platform [Member] | ||||||||||||||||||||||||||||
Promissory note | 1,000,000 | 1,000,000 | ||||||||||||||||||||||||||
FirstFire Global Opportunities Fund, LLC [Member] | ||||||||||||||||||||||||||||
Accrued interest | 463,184 | |||||||||||||||||||||||||||
Convertible Promissory Note | $ 1,087,000 | |||||||||||||||||||||||||||
Convertible amount | 558,660 | 558,660 | 246,660 | |||||||||||||||||||||||||
Principal amount | $ 800,090 | $ 1,112,090 | ||||||||||||||||||||||||||
Common stock shares | 55,833,334 | 117,000,000 | ||||||||||||||||||||||||||
Original issue discount | 8% | |||||||||||||||||||||||||||
Description of discount opening preces | There is a mandatory conversion in the event a Nasdaq Listing prior to nine months from funding for which the Holder’s principal and interest balances will be converted at a price equal to 25% discount to the opening price on the first day the Company trades on Nasdaq. There is also a voluntary conversion of all principal and accrued interest at the discretion of the Holder at the lower of (1) 75% of the two lowest trade prices during the fifteen consecutive trading day period ending on the trading day immediately prior to the applicable conversion date or (2) discount to market based on subsequent financings with other investors. Subsequent debt issuances have lowered this price to $0.025 per share, adjusted to $.0075 subsequent to December 31, 2021. The Holder was given registration rights. The FirstFire Note may be prepaid in whole or in part of the outstanding balances at 115% prior to maturity. 225,000,000 common shares of the Company have been reserved with the transfer agent for possible conversion and exercise of warrants. Warrants to purchase 55,000,000 shares of common stock at 110% of the opening price on the first day the Company trades on the Nasdaq exchange were issued to the Holder | |||||||||||||||||||||||||||
Interest rate | 10% | |||||||||||||||||||||||||||
Default rate | 24% | |||||||||||||||||||||||||||
Cavalry Investment Fund LP [Member] | ||||||||||||||||||||||||||||
Accrued interest | 618,560 | $ 618,560 | $ 70,680 | |||||||||||||||||||||||||
Convertible Promissory Note | $ 271,250 | $ 271,250 | ||||||||||||||||||||||||||
Convertible amount | 67,000 | 67,000 | 18,000 | |||||||||||||||||||||||||
Principal amount | $ 800,090 | $ 321,688 | ||||||||||||||||||||||||||
Common stock shares | 377,000,000 | 15,000,000 | ||||||||||||||||||||||||||
Original issue discount | 8% | 8% | ||||||||||||||||||||||||||
Interest rate | 10% | 10% | ||||||||||||||||||||||||||
Default rate | 24% | 24% | ||||||||||||||||||||||||||
Conversion description | There is a mandatory conversion in the event a Nasdaq Listing prior to nine months from funding for which the Holder’s principal and interest balances will be converted at a price equal to 25% discount to the opening price on the first day the Company trades on Nasdaq. There is also a voluntary conversion of all principal and accrued interest at the discretion of the Holder at the lower of (1) 75% of the two lowest trade prices during the fifteen consecutive trading day period ending on the trading day immediately prior to the applicable conversion date or (2) discount to market based on subsequent financings with other investors. Subsequent debt issuances have lowered this price to $0.025 per share, adjusted to $.0075. The Holder was given registration rights. The Cavalry Investment Note may be prepaid in whole or in part of the outstanding balances at 115% prior to maturity. 56,250,000 common shares of the Company have been reserved with the transfer agent for possible conversion and exercise of warrants. Warrants to purchase 13,750,000 shares of common stock at 110% of the opening price on the first day the Company trades on the Nasdaq exchange were issued to the Holder. | There is a mandatory conversion in the event a Nasdaq Listing prior to nine months from funding for which the Holder’s principal and interest balances will be converted at a price equal to 25% discount to the opening price on the first day the Company trades on Nasdaq. There is also a voluntary conversion of all principal and accrued interest at the discretion of the Holder at the lower of (1) 75% of the two lowest trade prices during the fifteen consecutive trading day period ending on the trading day immediately prior to the applicable conversion date or (2) discount to market based on subsequent financings with other investors. Subsequent debt issuances have lowered this price to $0.025 per share, adjusted to $.0075 subsequent to December 31, 2021. The Holder was given registration rights. The Cavalry Investment Note may be prepaid in whole or in part of the outstanding balances at 115% prior to maturity. 56,250,000 common shares of the Company have been reserved with the transfer agent for possible conversion and exercise of warrants. Warrants to purchase 13,750,000 shares of common stock at 110% of the opening price on the first day the Company trades on the Nasdaq exchange were issued to the Holder | ||||||||||||||||||||||||||
Cavalry Fund I, LP [Member] | ||||||||||||||||||||||||||||
Accrued interest | 364,810 | $ 364,810 | $ 212,043 | |||||||||||||||||||||||||
Convertible Promissory Note | $ 815,250 | $ 815,250 | ||||||||||||||||||||||||||
Convertible amount | 192,230 | 192,230 | 61,000 | |||||||||||||||||||||||||
Principal amount | $ 826,833 | $ 958,063 | ||||||||||||||||||||||||||
Common stock shares | 168,750,000 | 50,161,290 | ||||||||||||||||||||||||||
Original issue discount | 8% | 8% | ||||||||||||||||||||||||||
Interest rate | 10% | 10% | ||||||||||||||||||||||||||
Default rate | 24% | 24% | ||||||||||||||||||||||||||
Conversion description | There is a mandatory conversion in the event a Nasdaq Listing prior to nine months from funding for which the Holder’s principal and interest balances will be converted at a price equal to 25% discount to the opening price on the first day the Company trades on Nasdaq. There is also a voluntary conversion of all principal and accrued interest at the discretion of the Holder at the lower of (1) 75% of the two lowest trade prices during the fifteen consecutive trading day period ending on the trading day immediately prior to the applicable conversion date or (2) discount to market based on subsequent financings with other investors. Subsequent debt issuances have lowered this price to $0.0075 per share. The Holder was given registration rights. The Cavalry Fund I Note may be prepaid in whole or in part of the outstanding balances at 115% prior to maturity. 168,750,000 common shares of the Company have been reserved with the transfer agent for possible conversion and exercise of warrants. Warrants to purchase 41,250,000 shares of common stock at $110% of the opening price on the first day the Company trades on the Nasdaq exchange were issued to the Holder | There is a mandatory conversion in the event a Nasdaq Listing prior to nine months from funding for which the Holder’s principal and interest balances will be converted at a price equal to 25% discount to the opening price on the first day the Company trades on Nasdaq. There is also a voluntary conversion of all principal and accrued interest at the discretion of the Holder at the lower of (1) 75% of the two lowest trade prices during the fifteen consecutive trading day period ending on the trading day immediately prior to the applicable conversion date or (2) discount to market based on subsequent financings with other investors. Subsequent debt issuances have lowered this price to $0.0075 per share. The Holder was given registration rights. The Cavalry Fund I Note may be prepaid in whole or in part of the outstanding balances at 115% prior to maturity. 168,750,000 common shares of the Company have been reserved with the transfer agent for possible conversion and exercise of warrants. Warrants to purchase 41,250,000 shares of common stock at $110% of the opening price on the first day the Company trades on the Nasdaq exchange were issued to the Holder | ||||||||||||||||||||||||||
Talos Victory Fund, LLC [Member] | ||||||||||||||||||||||||||||
Convertible Promissory Note | $ 271,750 | $ 271,750 | ||||||||||||||||||||||||||
Principal amount | $ 300,675 | |||||||||||||||||||||||||||
Common stock shares | 40,090,000 | |||||||||||||||||||||||||||
Original issue discount | 8% | 8% | ||||||||||||||||||||||||||
Interest rate | 10% | 10% | ||||||||||||||||||||||||||
Default rate | 16% | 16% | ||||||||||||||||||||||||||
Conversion description | There is an optional conversion in the event a Nasdaq Listing prior to nine months from funding for which the Holder’s principal and interest balances will be converted at a price equal to 25% discount to the opening price on the first day the Company trades on Nasdaq. There is also a voluntary conversion of all principal and accrued interest at the discretion of the Holder at $0.0075. The Holder was given registration rights. The Talos Note may be prepaid in whole or in part of the outstanding balances at 100% prior to maturity unless the Holder chose to convert their balances into common stock which they have three days to do so. 73,372,499 common shares of the Company have been reserved with the transfer agent for possible conversion and exercise of warrants. Warrants, expiring five years from issuance, were issued to exercise up to 9,058,333 warrants to purchase 9,058,333 common shares at $0.015, provided, however, that if the Company consummates an Uplist Offering on or before July 6, 2022 then the exercise price shall be 110% of the offering price at which the Uplist Offering is made | There is an optional conversion in the event a Nasdaq Listing prior to nine months from funding for which the Holder’s principal and interest balances will be converted at a price equal to 25% discount to the opening price on the first day the Company trades on Nasdaq. There is also a voluntary conversion of all principal prepaid in whole or in part of the outstanding balances at 100% prior to maturity unless the Holder chose to convert their balances into common stock which they have three days to do so. 73,372,499 common shares of the Company have been reserved with the transfer agent for possible conversion and exercise of warrants. Warrants, expiring five years from issuance, were issued to exercise up to 9,058,333 warrants to purchase 9,058,333 common shares at $0.015, provided, however, that if the Company consummates an Uplist Offering on or before July 6, 2022 then the exercise price shall equal 110% of the offering price at which the Uplist Offering is made | ||||||||||||||||||||||||||
Interest Expense, Debt | $ 704,411 | |||||||||||||||||||||||||||
Blue Lake Partners, LLC [Member] | ||||||||||||||||||||||||||||
Accrued interest | 0 | $ 0 | 0 | |||||||||||||||||||||||||
Convertible Promissory Note | $ 271,750 | $ 271,750 | ||||||||||||||||||||||||||
Convertible amount | 8,165 | 8,165 | 8,165 | |||||||||||||||||||||||||
Principal amount | $ 360,447 | $ 360,447 | ||||||||||||||||||||||||||
Common stock shares | 48,059,600 | 48,059,600 | ||||||||||||||||||||||||||
Original issue discount | 8% | |||||||||||||||||||||||||||
Interest rate | 10% | |||||||||||||||||||||||||||
Default rate | 16% | |||||||||||||||||||||||||||
Conversion description | There is an optional conversion in the event a Nasdaq Listing prior to nine months from funding for which the Holder’s principal and interest balances will be converted at a price equal to 25% discount to the opening price on the first day the Company trades on Nasdaq. There is also a voluntary conversion of all principal and accrued interest at the discretion of the Holder at $0.0075. The Holder was given registration rights. The Blue Lake Note may be prepaid in whole or in part of the outstanding balances at 100% prior to maturity unless the Holder chose to convert their balances into common stock which they have three days to do so. 73,372,499 common shares of the Company have been reserved with the transfer agent for possible conversion and exercise of warrants. Warrants, expiring five years from issuance, were issued to exercise up to 9,058,333 warrants to purchase 9,058,333 common shares at $0.015, provided, however, that if the Company consummates an Uplist Offering on or before July 6, 2022 then the exercise price shall equal 110% of the offering price at which the Uplist Offering is made | |||||||||||||||||||||||||||
Diagonal Lending LLC | ||||||||||||||||||||||||||||
Accrued interest | $ 146,093 | |||||||||||||||||||||||||||
Convertible Promissory Note | $ 33,000 | $ 81,675 | $ 200,760 | |||||||||||||||||||||||||
Convertible amount | 236,094 | $ 236,094 | 90,000 | |||||||||||||||||||||||||
Principal amount | $ 146,093 | |||||||||||||||||||||||||||
Common stock shares | 190,987,049 | 63,560,606 | ||||||||||||||||||||||||||
Original issue discount | 9% | 9% | 12% | |||||||||||||||||||||||||
Interest rate | 20% | 22% | 22% | |||||||||||||||||||||||||
Original issue discount amount | $ 30,000 | $ 7,425 | ||||||||||||||||||||||||||
Conversion description | Total of $330,000 plus accrued interest is due February 8, 2024. A penalty on the principal balance has been accrued of $165,000 because of defaults of covenants on other financing arrangements. Conversion rights exist that at any time after issuance, the FirstFire Note #2 can be exchanged for shares of common stock at $.0012 per share. 350,000,000 common shares of the Company’s common stock have been reserved with the transfer agent for possible conversion. Through September 30, 2023, First Fire has exercised its right to convert $96,000 of principal or interest into 80,000,000 of common shares leaving a balance of $495,000 in principal and $74,250 in accrued interest as of September 30, 2023 | Total of $81,675 plus and accrued interest is due February 8, 2024. A penalty on the principal balance has been accrued of $40,838 because of defaults of covenants on other financing arrangements. At any time following default, as defined, conversion rights exist at a discount rate of 25% of the lowest trading price for the Company’s common stock during the previous 10 trading days prior to conversion. 150,000,000 common shares of the Company have been reserved with the transfer agent for possible conversion under a default. Through September 30, 2023, 1800 Diagonal Lending LLC has exercised its right to convert $17,000 in principal or interest into 25,000,000 common shares leaving a balance of $105,513 in principal and $17,827 in accrued interest as of September 30, 2023 | 10 beginning on July 30, 2022 are to be made each month totaling $224,851,00. At any time following default, as defined, conversion rights exist at a discount rate of 25% of the lowest trading price for the Company’s common stock during the previous 10 trading days prior to conversion. 194,676,363 common shares of the Company have been reserved with the transfer agent for possible conversion under a default | |||||||||||||||||||||||||
Interest description | $33,000 of interest is considered earned at the issue date. | |||||||||||||||||||||||||||
Talos Note and Blue Lake Notes [Member] | ||||||||||||||||||||||||||||
Derivative expense | $ 21,781 | |||||||||||||||||||||||||||
Initial derivative expense for warrants | 235,158 | |||||||||||||||||||||||||||
Note of diagonal | 36,931 | |||||||||||||||||||||||||||
Line of credit agreement One [Member] | ||||||||||||||||||||||||||||
Line of Credit balance | 25,000 | |||||||||||||||||||||||||||
Line of credit agreement Agreement outstanding balance | $ 24,443 | |||||||||||||||||||||||||||
Interest rate | 15.47% | |||||||||||||||||||||||||||
May 28, 2019 [Member] | ||||||||||||||||||||||||||||
Adjustable interest rate description | bears interest at Prime plus 6%, 14.0% | bears interest at Prime plus 6%, 13.0% | ||||||||||||||||||||||||||
Bank loan | 360,000 | $ 360,000 | $ 360,000 | |||||||||||||||||||||||||
Monthly payment of principal and interest | $ 40,000 | $ 29,838 | ||||||||||||||||||||||||||
June 4, 2019 [Member] | Odyssey Capital Funding, LLC [Member] | ||||||||||||||||||||||||||||
Adjustable interest rate description | interest at the rate of 12% (24% default) | interest at the rate of 12% (24% default) | ||||||||||||||||||||||||||
Convertible Promissory Note | 525,000 | $ 525,000 | $ 525,000 | |||||||||||||||||||||||||
Debt instrument converted amount, interest | 4,116 | 4,116 | ||||||||||||||||||||||||||
Debt instrument converted amount, principal | $ 49,150 | $ 49,150 | ||||||||||||||||||||||||||
Conversion price description | 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 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 | 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 | 52,961,921 | ||||||||||||||||||||||||||
June 8, 2019 [Member] | Odyssey Capital Funding, LLC [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 | |||||||||||||||||||||||||||
March 25, 2019 [Member] | Auctus [Member] | ||||||||||||||||||||||||||||
Proceeds from interest on debt | $ 2,000,000 | |||||||||||||||||||||||||||
Interest rate description | interest at the rate of 12% (24% default) | |||||||||||||||||||||||||||
Convertible Promissory Note | $ 600,000 | |||||||||||||||||||||||||||
Debt instrument converted amount, interest | 142,004 | |||||||||||||||||||||||||||
Debt instrument converted amount, principal | $ 33,180 | |||||||||||||||||||||||||||
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. | |||||||||||||||||||||||||||
Debt instrument converted amount shares issued | 376,000,000 | |||||||||||||||||||||||||||
Settlement agreement description | the Company and Auctus entered into a settlement agreement dated October 13, 2021 where by the Company paid $763,231.97 and allowed Auctus to exercise its right to exercise 15,000,000 warrants to purchase 15,000,000 shares of common stock. As such, the balance owning to Auctus as of December 31, 2022 is zero. | |||||||||||||||||||||||||||
Gain on debt extinguishment | $ 7,068,339 | |||||||||||||||||||||||||||
June 11, 2019 [Member] | EMA [Member] | ||||||||||||||||||||||||||||
Accrued interest | 121,234 | $ 121,234 | $ 507,487 | $ 416,808 | $ 447,035 | |||||||||||||||||||||||
Interest rate description | interest at the rate of 12% (principal amount increases 200% and interest rate increases to 24% under default) | interest at the rate of 12% (principal amount increases 200% and interest rate increases to 24% under default) | ||||||||||||||||||||||||||
Convertible Promissory Note | $ 250,000 | $ 250,000 | $ 250,000 | |||||||||||||||||||||||||
Debt instrument converted amount, principal | $ 35,366 | $ 35,366 | ||||||||||||||||||||||||||
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. | 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 | 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 | 147,700,000 | ||||||||||||||||||||||||||
Warrants issued | 1,000,000 | 1,000,000 | 1,000,000 | |||||||||||||||||||||||||
Warrants to purchase shares of common stock | 55,000,000 | |||||||||||||||||||||||||||
June 8, 2020 [Member] | Odyssey Capital Funding, LLC [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 | |||||||||||||||||||||||||||
Total Services Revenues | ||||||||||||||||||||||||||||
Note payable | $ 350,000 | $ 350,000 | $ 350,000 | |||||||||||||||||||||||||
Interest rate | 10% | 10% | ||||||||||||||||||||||||||
Purchase of Series A Preferred shares | 500,000 | 500,000 | 500,000 | |||||||||||||||||||||||||
Purchase price | $ 350,000 | $ 350,000 | ||||||||||||||||||||||||||
Registration of common shares | 7,500,000 | 7,500,000 | 7,500,000 | |||||||||||||||||||||||||
Net sales proceeds | $ 185,000 | $ 185,000 | ||||||||||||||||||||||||||
Proceeds from convertible notes, loans and advances | 81,675 | |||||||||||||||||||||||||||
Series C Preferred Stock | ||||||||||||||||||||||||||||
Convertible note payable | $ 553,100 | $ 553,100 | $ 553,100 | |||||||||||||||||||||||||
Preferred Stock per share | $ 1 | |||||||||||||||||||||||||||
Notes repaid | $ 106,000 | $ 106,000 | ||||||||||||||||||||||||||
Series E Preferred Stock | ||||||||||||||||||||||||||||
Effective interest rate | 75% | 75% | 12% | 12% | ||||||||||||||||||||||||
Represents part of note payable | $ 115,500 | |||||||||||||||||||||||||||
Note payable | $ 500,000 | 500,000 | $ 500,000 | |||||||||||||||||||||||||
Accrued interest | $ 49,985 | |||||||||||||||||||||||||||
Preferred stock share exchanged | 104,961 | |||||||||||||||||||||||||||
Gain on debt extinguishment | $ 2,356,794 | $ 2,356,794 | ||||||||||||||||||||||||||
Series B Preferred Stock | Copperhead Digital Shareholders [Member] | ||||||||||||||||||||||||||||
Preferred stock share exchanged | 60,092 | 60,092 |
DERIVATIVE FINANCIAL INSTRUME_3
DERIVATIVE FINANCIAL INSTRUMENTS (Details) - Level 3 - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Derivative liability, beginning | $ 4,822,398 | $ 4,042,910 | $ 5,265,139 |
Change in derivative liability from conversion of notes payable | (728,143) | 622,518 | (1,902,897) |
Change in derivative liabilities from the Odyssey conversion to a term loan | (6,662,027) | ||
Change in derivative liability - derivative expense | (367,881) | 650,071 | (3,536,901) |
Change in derivative liabilities from new notes payable | 477,414 | (493,101) | |
Derivative liability, ending | $ 4,203,788 | $ 4,822,398 | $ 4,042,910 |
DERIVATIVE FINANCIAL INSTRUME_4
DERIVATIVE FINANCIAL INSTRUMENTS (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Warrants | ||||
Change in fair value of derivative liabilities | $ 110,419 | $ 187,745 | ||
Convertible Notes | ||||
Change in fair value of derivative liabilities | $ 4,093,369 | $ 4,634,653 | ||
Derivative Liability | ||||
Dividend yield | 0% | 0% | ||
Quoted market price | $ 0.001 | $ 0.002 | ||
Expected life | 0.50 to 3.58 | 0.50 to 4.08 | ||
Derivative Liability | Maximum | ||||
Expected volatility | 191.50% | 267.80% | ||
Weighted average risk-free interest rate | 5.50% | 4.76% | ||
Derivative Liability | Minimum | ||||
Expected volatility | 133.50% | 215.60% | ||
Weighted average risk-free interest rate | 4.80% | 4.11% | ||
Level 3 | ||||
Derivative liability | $ 4,203,788 | $ 4,822,398 | $ 4,042,910 | $ 5,265,139 |
Change in fair value of derivative liabilities | 42,037,882 | 4,822,398 | ||
Gain from change in fair value of debt derivatives | $ 367,881 | $ (650,071) | $ (3,536,901) |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current: | ||||||
Federal state and local | $ 0 | $ 0 | ||||
Total current | 0 | 0 | ||||
Deferred: | ||||||
Federal State and local benefit | (4,567,483) | (860,056) | ||||
Net operating loss, net of state tax effect | (60,546) | (30,540) | ||||
Meals and entertainment | 616 | 10,134 | ||||
Stock based expenses | 4,473 | 46,769 | ||||
Impairment | 1,529,488 | 208,728 | ||||
Amortization | 137,808 | 143,243 | ||||
Derivative expense | 136,515 | (742,749) | ||||
Gain on extinguishment | 472,099 | (1,808,903) | ||||
Change in allowance | 2,347,030 | 3,033,374 | ||||
Total benefit | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
INCOME TAXES | ||
Statutory rate | 21% | 21% |
Change in valuation allowance | (21.00%) | (21.00%) |
Stock based compensation | 0% | 0% |
Net operating loss, net of state tax effect | (1.00%) | (1.00%) |
Other | (1.00%) | (1.00%) |
Total | 0% | 0% |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
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 | 1,936,917 | 2,073,432 |
Intangible assets amortization | 1,687,645 | 1,253,096 |
Net operating loss carry forwards | 8,011,600 | 5,725,115 |
Stock based compensation | 2,016,952 | 1,878,003 |
Loss (gain) on debt extinguishment | (1,207,765) | (1,679,863) |
Less: valuation allowance | 12,445,349 | (9,249,783) |
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, 2022 | Dec. 31, 2021 |
INCOME TAXES | ||
Net operating loss carry forwards | $ 38,000,000 | $ 27,000,000 |
STOCKHOLDERS DEFICIT (Details)
STOCKHOLDERS DEFICIT (Details) - shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
STOCKHOLDER'S DEFICIT | ||
Unissued shares for TPT consulting agreements | 3,000,000 | 2,175,000 |
Shares receivable under terminated acquisition agreement | (3,096,181) | (3,096,181) |
Net commitment | (96,181) | (921,181) |
STOCKHOLDERS DEFICIT (Details N
STOCKHOLDERS DEFICIT (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||
Sep. 08, 2023 | Aug. 06, 2023 | Apr. 05, 2021 | Jan. 31, 2022 | Oct. 30, 2021 | May 28, 2021 | Dec. 29, 2020 | May 31, 2018 | Feb. 28, 2015 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Nov. 10, 2021 | Jul. 06, 2021 | Jul. 06, 2020 | Jun. 15, 2020 | Mar. 18, 2019 | |
Common stock, authorized | 4,500,000,000 | 4,500,000,000 | 2,500,000,000 | 2,500,000,000 | |||||||||||||||||
Expenses | $ 44,100 | ||||||||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||
Accounts payable | $ 68,025 | $ 68,025 | $ 5,342,431 | $ 3,313,649 | |||||||||||||||||
Gain on debt extinguishment | $ 133,850 | $ 397,008 | $ (466,380) | $ 1,970,030 | $ 2,248,092 | $ (8,470,939) | |||||||||||||||
Common stock, issued | 1,882,579,354 | 1,882,579,354 | 1,256,900,534 | 923,029,038 | |||||||||||||||||
Common stock, outstanding | 1,882,579,354 | 1,882,579,354 | 1,256,900,534 | 923,029,038 | |||||||||||||||||
Subscription payable | $ 40,435 | $ 40,435 | $ 26,910 | ||||||||||||||||||
Common stock issued for conversion of debt | 571,848,487 | 333,871,496 | |||||||||||||||||||
Common stock value | 1,882,579 | $ 1,882,579 | $ 1,256,901 | 923,029 | |||||||||||||||||
Principal, interest, penalties and fees | $ 655,324 | $ 1,076,782 | |||||||||||||||||||
Common stock issued in exchange legal libilities | 1,000,000 | 1,000,000 | |||||||||||||||||||
Non controlling interest | 84,632 | (16,156) | $ 37,627 | (6,633) | $ 119,777 | 76,614 | |||||||||||||||
Derivative liabilities | 4,203,788 | 4,203,788 | 4,822,398 | $ 4,042,910 | |||||||||||||||||
Common stock value | 917,088 | ||||||||||||||||||||
Derivative liabilities | 728,143 | 728,143 | 4,203,788 | ||||||||||||||||||
Convertible notes payable | 508,553 | 508,553 | |||||||||||||||||||
Net loss from discontinued operations | 233,740 | $ 0 | $ 125,544 | 0 | |||||||||||||||||
Deficiency from net sales proceeds from sales of the shares | $ 185,000 | ||||||||||||||||||||
After December 31, 2022 | |||||||||||||||||||||
Common stock, authorized | 4,500,000,000 | ||||||||||||||||||||
Director Member | |||||||||||||||||||||
Common stock share issue | 3,000,000 | ||||||||||||||||||||
Value of share | $ 42,600 | ||||||||||||||||||||
Expenses per month | 1,775 | ||||||||||||||||||||
Vested number of share | 3,000,000 | 2,125,000 | |||||||||||||||||||
Expenses | $ 42,600 | $ 30,175 | |||||||||||||||||||
Board Of Directors [Member] | |||||||||||||||||||||
Services expenses | 1,100 | ||||||||||||||||||||
Common stock share granted | 1,000,000 | ||||||||||||||||||||
Edward Cabrera [Member] | |||||||||||||||||||||
Services expenses | 85,628 | ||||||||||||||||||||
Common stock share granted | 52,830,333 | ||||||||||||||||||||
Michael Murphy [Member] | |||||||||||||||||||||
Principal amount | 2,397,329 | $ 2,397,329 | |||||||||||||||||||
Fire [Member] | |||||||||||||||||||||
Derivative liabilities | $ 4,822,398 | ||||||||||||||||||||
Opening price | 110% | 110% | |||||||||||||||||||
Warrant issued considered as dervative liabilities | $ 110,419 | $ 187,745 | |||||||||||||||||||
Common Stock Reservations [Member] | |||||||||||||||||||||
Common stock shares for consideration | 20,000,000 | 20,000,000 | |||||||||||||||||||
Aire Fitness | |||||||||||||||||||||
Non-controlling interest ownership | 75% | 75% | |||||||||||||||||||
TPT Asia [Member] | |||||||||||||||||||||
Non-controlling interest ownership | 78% | 78% | |||||||||||||||||||
QuikLAB [Member] | |||||||||||||||||||||
Net loss from discontinued operations | $ 12 | $ 13,925 | $ 12,025 | 12,013 | |||||||||||||||||
Investment | $ 470,000 | 470,000 | 470,000 | ||||||||||||||||||
Investor investment | 10,000 | 10,000 | |||||||||||||||||||
Reclassified to an accounts payable | $ 60,000 | $ 60,000 | |||||||||||||||||||
Owning percentage | 20% | 20% | |||||||||||||||||||
Ownership percentage | 80% | 80% | |||||||||||||||||||
Non-controlling interest ownership | 14% | ||||||||||||||||||||
InnovaQor, Air Fitness,TPT Asia and IST | |||||||||||||||||||||
Net loss from discontinued operations | $ 47,015 | $ 107,752 | $ 5,380 | ||||||||||||||||||
Conversion Of Debt Member | |||||||||||||||||||||
Gain on debt extinguishment | $ 466,380 | 363,112 | |||||||||||||||||||
Common stock value | $ 1,439,894 | ||||||||||||||||||||
Convertible Promissory Note [Member] | |||||||||||||||||||||
Principal amount | $ 600,000 | ||||||||||||||||||||
Settlement amount | $ 763,232 | ||||||||||||||||||||
Right Exercise | 15,000,000 | ||||||||||||||||||||
Warrant to purchase | 15,000,000 | ||||||||||||||||||||
Issuance of shares | 412,500 | ||||||||||||||||||||
Warrants [Member] | |||||||||||||||||||||
Warrants outstanding | 129,116,666 | 129,116,666 | 129,116,666 | ||||||||||||||||||
Warrant purchase | 1,000,000 | 1,000,000 | 110,000,000 | ||||||||||||||||||
Warrant common shares | 1,000,000 | 1,000,000 | |||||||||||||||||||
Current market price | 70% | 70% | |||||||||||||||||||
White Lion Capital LLC [Member] | Purchase Agreement [Member] | |||||||||||||||||||||
Common stock, par value | $ 0.001 | ||||||||||||||||||||
Shares issue during the period | 29,000,000 | ||||||||||||||||||||
Common Stock Purchase Agreement | $ 5,000,000 | ||||||||||||||||||||
Received proceeds | $ 610,502 | ||||||||||||||||||||
Trading volume | 200% | ||||||||||||||||||||
MarketPrice | 85% | ||||||||||||||||||||
Michael A Littman Atty [Member] | |||||||||||||||||||||
Number of share issue | 7,500,000 | ||||||||||||||||||||
Consultant Member | Convertible Promissory Note [Member] | |||||||||||||||||||||
Bonus for service rendered | 1,500,000 | ||||||||||||||||||||
Holly wood Rivera, LLC and HRS Mobile LLC ("HRS") | |||||||||||||||||||||
Common stock, issued | 3,096,181 | 3,096,181 | 3,096,181 | ||||||||||||||||||
TPT Global Tech Inc Member | |||||||||||||||||||||
Warrant purchase | 18,116,666 | ||||||||||||||||||||
Warrant to purchase per share | $ 0.015 | ||||||||||||||||||||
InnovaQor Inc [Member] | |||||||||||||||||||||
Non-controlling interest ownership | 0% | 0% | |||||||||||||||||||
Ownership interest | 6% | ||||||||||||||||||||
Non-controlling interest liabilities | $ 3,500,000 | ||||||||||||||||||||
IST [Member] | |||||||||||||||||||||
Non-controlling interest ownership | 0% | ||||||||||||||||||||
Series A Preferred Stock | |||||||||||||||||||||
Preferred stock, authorized | 1,000,000 | 1,000,000 | 1,000,000 | ||||||||||||||||||
Preferred stock, authorized | 4,500,000,000 | 4,500,000,000 | 4,500,000,000 | ||||||||||||||||||
Option per shares | $ 100 | ||||||||||||||||||||
Compensation expense | $ 3,117,000 | ||||||||||||||||||||
Extinguishment and fair valued | $ 42,983,742 | $ 42,983,742 | |||||||||||||||||||
Deemed dividend resulting from the fair value measurement | $ 39,866,742 | $ 39,866,742 | |||||||||||||||||||
Series A Preferred Stock | Mr. Thomas [Member] | |||||||||||||||||||||
Preferred stock, authorized | 1,000,000 | 1,000,000 | 1,000,000 | ||||||||||||||||||
Series B Preferred Stock | |||||||||||||||||||||
Preferred stock, authorized | 3,000,000 | 3,000,000 | 3,000,000 | ||||||||||||||||||
Preferred Stock, outstanding | 46,649 | 46,649 | 2,588,693 | ||||||||||||||||||
Preferred Stock share price | $ 2 | ||||||||||||||||||||
Conversion price | $ 2 | ||||||||||||||||||||
Series C Preferred Stock | |||||||||||||||||||||
Preferred stock, authorized | 3,000,000 | ||||||||||||||||||||
Preferred Stock share price | $ 2 | ||||||||||||||||||||
Conversion price | $ 0.15 | ||||||||||||||||||||
Convertible notes payable | $ 553,100 | $ 553,100 | $ 553,100 | ||||||||||||||||||
Preferred stock, par value | $ 1 | ||||||||||||||||||||
Series D Preferred Stock | |||||||||||||||||||||
Cumulative Annual Dividends rate | 6% | 6% | |||||||||||||||||||
Average market per share | $ 5 | $ 5 | |||||||||||||||||||
Preferred stock, authorized | 100,000,000 | 100,000,000 | 10,000,000 | 100,000,000 | |||||||||||||||||
Divided rate per share | 5 | $ 5 | |||||||||||||||||||
Accrued unpaid dividends rate per shares | $ 5 | $ 5 | |||||||||||||||||||
Preferred Stock, outstanding | 46,649 | ||||||||||||||||||||
Percent of converted common stock | 75% | 75% | |||||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||||||||||||||||||
Purchased of share | $ 233,244 | ||||||||||||||||||||
Purchased share | 46,649 | ||||||||||||||||||||
Series D Preferred Stock | CEO [Member] | |||||||||||||||||||||
Purchased of share | $ 183,244 | ||||||||||||||||||||
Purchased share | 36,649 | ||||||||||||||||||||
Series D Preferred Stock | Minimum | |||||||||||||||||||||
Percent of redemption | 115% | 115% | |||||||||||||||||||
Series D Preferred Stock | Maximum Member | |||||||||||||||||||||
Percent of redemption | 140% | 140% | |||||||||||||||||||
Series E Preferred Stock | |||||||||||||||||||||
Cumulative Annual Dividends rate | 6% | 6% | |||||||||||||||||||
Average market per share | $ 5 | $ 5 | |||||||||||||||||||
Preferred stock, authorized | 10,000,000 | ||||||||||||||||||||
Divided rate per share | 5 | 5 | |||||||||||||||||||
Accrued unpaid dividends rate per shares | $ 5 | $ 5 | |||||||||||||||||||
Common stock, par value | $ 0.001 | ||||||||||||||||||||
Financing arrangements amount | $ 10,987,307 | $ 10,987,307 | |||||||||||||||||||
Accounts payable | $ 2,043,507 | $ 2,043,507 | |||||||||||||||||||
Fair value by third party valuation | $ 6.13 | $ 6.53 | |||||||||||||||||||
Gain on debt extinguishment | $ 2,356,794 | $ 2,356,794 | |||||||||||||||||||
Series E Preferred Stock | Minimum | |||||||||||||||||||||
Percent of redemption | 115% | 115% | |||||||||||||||||||
Series E Preferred Stock | Maximum Member | |||||||||||||||||||||
Percent of redemption | 140% | 140% | |||||||||||||||||||
Series E Preferred Stock | Noteholder [Member] | |||||||||||||||||||||
Preferred Stock, outstanding | 2,243,507 | 2,243,507 | 2,043,507 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 |
COMMITMENTS AND CONTINGENCIES | ||||
Related parties | $ 831,502 | $ 2,294,570 | ||
General operating | $ 68,025 | 5,342,431 | 3,313,649 | |
Accrued interest on debt | 2,732,093 | 2,095,955 | $ 2,095,955 | 1,546,889 |
Credit card balances | 152,217 | 218,781 | 167,517 | 169,035 |
Accrued payroll and other expenses | 1,574,182 | 1,319,402 | 951,022 | 1,686,310 |
Taxes and fees payable | 642,640 | 642,640 | 642,640 | 642,640 |
Total | 11,798,925 | $ 10,450,711 | 10,084,058 | $ 9,653,093 |
Related parties | 1,186,459 | 831,502 | ||
General operating | $ 5,511,334 | $ 5,395,422 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Details 1) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Operating Lease Liabilities | ||
2023 | $ 6,974,583 | $ 6,163,141 |
2024 | 797,193 | 1,186,440 |
2025 | 497,261 | 738,108 |
2026 | 147,486 | 207,838 |
2027 | 7,032 | 11,415 |
Thereafter | 66,000 | 66,000 |
Total operating lease liabilities | 8,489,555 | 8,372,942 |
Amount representing interest | (348,254) | (543,069) |
Present value of minimum lease payments | 8,141,301 | 7,829,873 |
Financing lease obligations | ||
2022 | 731,830 | 710,776 |
2023 | 0 | 0 |
2024 | 0 | 0 |
2025 | 0 | 0 |
2026 | 0 | 0 |
Thereafter | 0 | 0 |
Total financing lease liabilities | 731,830 | 710,776 |
Amount representing interest | 0 | 0 |
Total future payments | $ 731,830 | $ 710,776 |
COMMITMENTS AND CONTINGENCIES_4
COMMITMENTS AND CONTINGENCIES (Details 2) - shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Convertible Promissory Notes | ||
Potentially dilutive securities | 6,750,885,442 | 3,787,362,740 |
Stock Options Member | ||
Potentially dilutive securities | 129,116,666 | |
Total Services Revenues | ||
Potentially dilutive securities | 46,227,529,620 | 19,890,294,603 |
Series A Preferred Stock | ||
Potentially dilutive securities | 28,788,595,385 | 12,610,847,082 |
Series B Preferred Stock | ||
Potentially dilutive securities | 2,588,693 | 2,588,693 |
Series D Preferred Stock | ||
Potentially dilutive securities | 235,601,010 | 74,998,392 |
Series E Preferred Stock | ||
Potentially dilutive securities | 10,320,742,424 | 3,285,381,029 |
Stock Options and Warrants | ||
Potentially dilutive securities | 129,116,666 |
COMMITMENTS AND CONTINGENCIES_5
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||
Oct. 13, 2021 | May 06, 2020 | Apr. 30, 2021 | Mar. 31, 2019 | Mar. 18, 2019 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Apr. 06, 2022 | Nov. 10, 2021 | Jul. 06, 2021 | Jul. 06, 2020 | Jun. 15, 2020 | Feb. 28, 2015 | |
Operating lease liability | $ 0 | $ 0 | $ 4,259,758 | ||||||||||||
Promissory note principal amount | $ 600,000 | ||||||||||||||
Allowance Payment | $ 763,231 | ||||||||||||||
Rights of exercise warrant | 15,000,000 | ||||||||||||||
Purchase of common shares | 15,000,000 | ||||||||||||||
gain on debt extinguishment | $ 7,068,339 | $ 7,068,339 | |||||||||||||
Sale of common stock shares | 2,000,000 | ||||||||||||||
Accounts Payable | 600,000 | ||||||||||||||
promissory note | $ 600,000 | ||||||||||||||
payables | 600,000 | ||||||||||||||
amount claimed | 2,784,107 | ||||||||||||||
Costs and attorney fees | 386,030 | ||||||||||||||
Lease First six Month | 4,150 | 4,150 | |||||||||||||
Lease Second Year | 8,300 | 8,300 | |||||||||||||
Lease Second to Third Year | 327,574 | 8,549 | |||||||||||||
Lease Third to Fourth Year | $ 8,805 | $ 8,805 | |||||||||||||
Operating agreement | $ 7,140 | ||||||||||||||
Termination of lease payment descriptions | payroll payments of $250,000 per year for five years to Ms. Caudle and payroll payments totaling $150,000 over three years to her daughter. | payroll payments of $250,000 per year for five years to Ms. Caudle and payroll payments totaling $150,000 over three years to her daughter. | |||||||||||||
Payables to stephen | $ 93,750 | ||||||||||||||
Annual salary | $ 250,000 | ||||||||||||||
Cash paid | 424,885 | ||||||||||||||
Lease expense | $ 617,916 | $ 2,328,234 | |||||||||||||
Lease term descriptions | operating agreement to lease colocation space for 5 years | operating agreement to lease colocation space for 5 years | |||||||||||||
Rent and utility | $ 15,000 | $ 15,000 | $ 30,000 | 30,000 | |||||||||||
Related party current portion | $ 842,340 | 924,612 | |||||||||||||
Operating agreement | October 1, 2020 for $7,140 per month | ||||||||||||||
Weighted average discount rate | 10% | 10% | |||||||||||||
Warrant expire | 2 years 6 months 18 days | ||||||||||||||
Operating agreement to lease | 3 years | 2 years 4 months 6 days | 2 years 6 months 18 days | ||||||||||||
Customer liability | $ 338,725 | $ 338,725 | $ 338,725 | ||||||||||||
Issuance of warrants | 2,903,316 | ||||||||||||||
Related party current portion | 990,494 | $ 842,340 | |||||||||||||
Legal and other fees | $ 495,039 | $ 521,409 | |||||||||||||
Aire Fitness | |||||||||||||||
Issuance of restricted common shares | 500,000 | 500,000 | |||||||||||||
Issuance of Per Share | $ 1 | $ 1 | |||||||||||||
Stock issued to non-controlling interest owners | 500,000 | 500,000 | |||||||||||||
AHS Staffing[Member] | |||||||||||||||
Accounts Payable | $ 120,967 | $ 120,967 | |||||||||||||
amount claimed | 159,959 | ||||||||||||||
Pinnacle Towers LLC and Crown Atlantic Company Inc | |||||||||||||||
Accounts Payable | 600,000 | ||||||||||||||
Costs and attorney fees | 386,030 | ||||||||||||||
American Tower and related entities | |||||||||||||||
Accounts Payable | 2,938,347 | ||||||||||||||
amount claimed | 2,891,886 | ||||||||||||||
Tower lease agreements | |||||||||||||||
Accounts Payable | 4,533,770 | ||||||||||||||
amount claimed | 3,827,169 | ||||||||||||||
EMA Financial, LLC | Securities Purchase Agreement | |||||||||||||||
Loss contingency | (7,614,967) | (920,579) | |||||||||||||
Loss exposure claimed in excess | 7,614,967 | $ 7,614,967 | |||||||||||||
SpeedConnect, LLC | Mr. Ogren | |||||||||||||||
Settlement agreement description | Mr. Ogren and the Company agreed to a settlement whereby the Company would pay $120,000 within 14 days of a written agreement with four monthly payments of $20,000 starting on December 5, 2021 through March 2, 2022 | ||||||||||||||
Mr. Serrett | |||||||||||||||
Loans, advances and agreements | $ 546,219 | ||||||||||||||
Attorney fees | 386,030 | 3,500 | |||||||||||||
Loss contingency | 75,000 | 75,000 | |||||||||||||
Back pay and benefits | $ 70,650 | $ 70,650 | |||||||||||||
Default judgement date | May 15, 2018 | May 15, 2018 | |||||||||||||
Series D Preferred Stock | |||||||||||||||
Operating agreement to lease | 30 days | ||||||||||||||
Preferred stock, authorized | 100,000,000 | 100,000,000 | 10,000,000 | 100,000,000 | |||||||||||
Percentage of common stock conversion | 75% | ||||||||||||||
Cumulative Annual Dividends rate | 6% | 6% | |||||||||||||
Average market per share | $ 5 | $ 5 | |||||||||||||
Divided rate per share | 5 | 5 | |||||||||||||
Accrued unpaid dividends rate per shares | $ 5 | $ 5 | |||||||||||||
Series D Preferred Stock | Automatic Conversion To Common Stock Member | |||||||||||||||
Percentage of common stock conversion | 75% | ||||||||||||||
Series E Preferred Stock | |||||||||||||||
Operating agreement to lease | 30 days | ||||||||||||||
Preferred stock, authorized | 10,000,000 | ||||||||||||||
Percentage of common stock conversion | 75% | ||||||||||||||
Cumulative Annual Dividends rate | 6% | 6% | |||||||||||||
Average market per share | $ 5 | $ 5 | |||||||||||||
Divided rate per share | 5 | 5 | |||||||||||||
Accrued unpaid dividends rate per shares | $ 5 | $ 5 | |||||||||||||
Series E Preferred Stock | Automatic Conversion To Common Stock Member | |||||||||||||||
Percentage of common stock conversion | 75% | ||||||||||||||
Series A Preferred Stock | |||||||||||||||
Preferred stock, authorized | 4,500,000,000 | 2,500,000,000 | 1,000,000 | 4,500,000,000 | 100,000,000 | ||||||||||
Percentage of common stock conversion | 60% | 60% |
RELATED PARTY ACTIVITY (Details
RELATED PARTY ACTIVITY (Details Narrative) - USD ($) | 1 Months Ended | ||||
Aug. 31, 2018 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Apr. 17, 2018 | |
Due to related parties | $ 1,186,459 | $ 831,502 | $ 2,294,570 | ||
Due to management | $ 0 | $ 265,273 | $ 518,871 | ||
Company fees | 50% | ||||
Company fees | 50% | ||||
Mr. Reginald Thomas [Member] | |||||
Amount received per quarter under agreement | $ 5,000 | ||||
Common stock shares restricted, shares | 1,000,000 | ||||
Fair value of restricted shares | $ 120,000 | ||||
Suspended amount | $ 5,000 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS (Details) | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Goodwill [Member] | |
Gross carrying amount | $ 104,657 |
Accumulated amortization | 0 |
Net book value | 104,657 |
Customer Base [Member] | |
Gross carrying amount | 697,238 |
Accumulated amortization | 310,359 |
Net book value | $ 386,879 |
Customer Base [Member] | Minimum | |
Useful life | 3 years |
Customer Base [Member] | Maximum Member | |
Useful life | 10 years |
Developed Technology [Member] | |
Gross carrying amount | $ 4,595,600 |
Accumulated amortization | 2,127,599 |
Net book value | $ 2,468,001 |
Useful life | 9 years |
Film Library [Member] | |
Gross carrying amount | $ 957,000 |
Accumulated amortization | 249,300 |
Net book value | $ 707,700 |
Useful life | 11 years |
Trademarks and Tradenames [Member] | |
Gross carrying amount | $ 132,000 |
Accumulated amortization | 38,339 |
Net book value | $ 93,661 |
Useful life | 12 years |
Total Intangible Assets, Net [Member] | |
Gross carrying amount | $ 6,381,838 |
Accumulated amortization | 2,725,597 |
Net book value | $ 3,656,241 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
GOODWILL AND INTANGIBLE ASSETS | ||||||
Impairment expense | $ 3,000,013 | $ 330,508 | ||||
Impairment expense to Goodwill | 104,657 | 663,434 | ||||
Amortization | $ 0 | $ 164,057 | $ 0 | $ 492,171 | $ 656,228 | $ 728,192 |
SEGMENT REPORTING (Details)
SEGMENT REPORTING (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue | $ 923,251 | $ 2,052,817 | $ 3,007,866 | $ 6,145,465 | $ 7,836,579 | $ 10,029,579 |
Cost of revenue | (739,513) | (1,691,539) | (1,783,343) | (4,493,929) | (6,226,696) | (7,802,175) |
Net loss | (257,548) | (1,245,019) | (3,093,608) | (11,352,944) | (21,749,920) | (4,095,507) |
TOTAL ASSETS | 1,358,820 | 1,358,820 | 1,031,240 | 10,677,425 | ||
Interest expense | (412,735) | (426,265) | (1,340,412) | (4,705,548) | (4,761,551) | (2,637,132) |
Interest expense | (916,895) | |||||
Gain on debt extinguishment | 133,850 | 397,008 | (466,380) | 1,970,030 | 2,248,092 | (8,470,939) |
Interest expense | 916,895 | |||||
Cost of revenue | 739,513 | 1,691,539 | 1,783,343 | 4,493,929 | 6,226,696 | 7,802,175 |
Segment Reporting, Total [Member] | ||||||
Revenue | 7,836,579 | 10,029,579 | ||||
Cost of revenue | (6,226,696) | (7,802,175) | ||||
Net loss | (21,749,920) | (4,095,507) | ||||
TOTAL ASSETS | 1,054,440 | 10,677,425 | ||||
Interest expense | (4,761,551) | (2,637,132) | ||||
Depreciation and amortization | (1,240,196) | (1,410,303) | ||||
Impairment/loss gain on debt extinguishment | (9,531,368) | 7,476,997 | ||||
Derivative (gain) expense | (650,071) | (3,536,901) | ||||
Impairment/gain on debt extinguishment | 9,531,368 | (7,476,997) | ||||
Derivative gain (expense) | 650,071 | 3,536,901 | ||||
Cost of revenue | 6,226,696 | 7,802,175 | ||||
Blue Collar | ||||||
Revenue | 79,063 | 692,486 | 243,592 | 1,386,970 | 1,522,490 | 1,545,721 |
Cost of revenue | (3,642) | (305,301) | (82,281) | (758,462) | (895,890) | (1,005,431) |
Net loss | (72,359) | 82,809 | (334,081) | (24,354) | (1,282,145) | 491,513 |
TOTAL ASSETS | 89,486 | 1,787,540 | 89,486 | 1,787,540 | 643,029 | 1,380,636 |
Deemed dividend related to modification of Series A Preferred Stock | 0 | |||||
Depreciation and amortization | 0 | (1,705) | 0 | (5,683) | (6,820) | (111,336) |
Impairment/loss gain on debt extinguishment | 1,042,636 | 747,137 | ||||
Derivative (gain) expense | 0 | 0 | 0 | 0 | 0 | 0 |
Interest expense | (2,592) | (36,926) | (9,920) | (42,466) | (98,179) | (38,798) |
Gain on debt extinguishment | 0 | 0 | 0 | 0 | ||
Impairment/gain on debt extinguishment | (1,042,636) | (747,137) | ||||
Derivative gain (expense) | 0 | 0 | 0 | 0 | 0 | 0 |
Interest expense | 2,592 | 36,926 | 9,920 | 42,466 | 98,179 | 38,798 |
Cost of revenue | 3,642 | 305,301 | 82,281 | 758,462 | 895,890 | 1,005,431 |
Corporate and other | ||||||
Revenue | 43,571 | 2,720 | 47,044 | 265,395 | 795,324 | 400,261 |
Cost of revenue | (37,090) | (82,382) | (60,606) | (264,930) | (710,536) | (328,481) |
Net loss | (187,625) | (717,284) | (3,093,725) | (10,204,935) | (14,592,951) | (1,821,464) |
TOTAL ASSETS | 1,241,550 | 1,521,797 | 1,241,550 | 1,521,797 | 339,525 | 2,530,347 |
Depreciation and amortization | 0 | (164,483) | (2,454) | (493,450) | (658,004) | (637,023) |
Impairment/loss gain on debt extinguishment | 4,205,469 | (6,338,293) | ||||
Derivative (gain) expense | 1,015,764 | (102,903) | (367,881) | (491,301) | (650,071) | (3,536,901) |
Interest expense | (410,143) | (291,181) | (1,288,137) | (4,186,243) | (4,092,873) | (1,539,348) |
Gain on debt extinguishment | 133,850 | 397,008 | 466,380 | (1,970,030) | ||
Impairment/gain on debt extinguishment | (4,205,469) | 6,338,293 | ||||
Derivative gain (expense) | (1,015,764) | 102,903 | 367,881 | 491,301 | 650,071 | 3,536,901 |
Interest expense | 410,143 | 291,181 | 1,288,137 | 4,186,243 | 4,092,873 | 1,539,348 |
Cost of revenue | 37,090 | 82,382 | 60,606 | 264,930 | 710,536 | 328,481 |
Segment Reproting [Member] | ||||||
Revenue | 923,251 | 2,052,817 | 3,007,866 | 6,145,465 | ||
Cost of revenue | (739,513) | (1,691,539) | (1,783,343) | (4,493,929) | ||
Net loss | (257,548) | (1,245,019) | (3,093,608) | (11,352,944) | ||
Depreciation and amortization | 0 | (314,511) | (2,454) | (956,045) | ||
Derivative (gain) expense | (1,015,764) | (102,903) | (367,881) | (491,301) | ||
Interest expense | (412,735) | (426,265) | (1,340,412) | (4,705,548) | ||
Gain on debt extinguishment | 133,850 | 301,224 | 466,380 | (2,065,814) | ||
Total assets | 1,358,820 | 8,547,151 | 1,358,820 | 8,547,151 | ||
Derivative gain (expense) | 1,015,764 | 102,903 | 367,881 | 491,301 | ||
Interest expense | 412,735 | 426,265 | 1,340,412 | 4,705,548 | ||
Cost of revenue | 739,513 | 1,691,539 | 1,783,343 | 4,493,929 | ||
TPT Med Tech And Quik Labs | ||||||
Revenue | 0 | (560) | 0 | 89,755 | ||
Cost of revenue | 0 | 0 | 0 | 0 | ||
Net loss | (20) | (123,798) | (1,625) | (213,720) | ||
TOTAL ASSETS | 3,816 | 2,942 | 3,816 | 2,942 | ||
Depreciation and amortization | 0 | (14,931) | 0 | (44,793) | ||
Derivative (gain) expense | 0 | 0 | 0 | 0 | ||
Interest expense | 0 | 0 | 0 | 0 | ||
Gain on debt extinguishment | 0 | 0 | 0 | 0 | ||
Derivative gain (expense) | 0 | 0 | 0 | 0 | ||
Interest expense | 0 | 0 | 0 | 0 | ||
Cost of revenue | 0 | 0 | 0 | 0 | ||
TPT SpeedConnect | ||||||
Revenue | 800,617 | 1,357,611 | 2,717,230 | 4,403,345 | 5,429,010 | 7,579,002 |
Cost of revenue | (698,781) | (1,303,856) | (1,640,456) | (3,470,536) | (4,620,270) | (5,676,202) |
Net loss | (372,794) | (486,747) | 335,823 | (909,938) | (5,614,104) | (1,446,635) |
TOTAL ASSETS | 23,968 | 5,234,872 | 23,968 | 5,234,872 | 68,086 | 6,568,405 |
Deemed dividend related to modification of Series A Preferred Stock | 0 | |||||
Depreciation and amortization | 0 | (133,391) | 0 | (397,187) | (530,579) | (621,774) |
Impairment/loss gain on debt extinguishment | (4,283,263) | 391,567 | ||||
Derivative (gain) expense | 0 | 0 | 0 | 0 | 0 | 0 |
Interest expense | 0 | (98,159) | (42,355) | (476,840) | (570,499) | (1,058,986) |
Gain on debt extinguishment | 0 | 0 | 0 | 0 | ||
Impairment/gain on debt extinguishment | 4,283,263 | (391,567) | ||||
Derivative gain (expense) | 0 | 0 | 0 | 0 | 0 | 0 |
Interest expense | 0 | 98,159 | 42,355 | 476,840 | 570,499 | 1,058,986 |
Cost of revenue | $ 698,781 | 1,303,856 | $ 1,640,456 | 3,470,536 | 4,620,270 | 5,676,202 |
TPT MedTech and QuickLABS | ||||||
Revenue | 89,755 | 504,595 | ||||
Cost of revenue | 0 | (792,061) | ||||
Net loss | (260,720) | (1,318,921) | ||||
TOTAL ASSETS | 3,800 | 198,037 | ||||
Deemed dividend related to modification of Series A Preferred Stock | 0 | |||||
Depreciation and amortization | (44,793) | (40,170) | ||||
Impairment/loss gain on debt extinguishment | 0 | 0 | ||||
Derivative (gain) expense | 0 | 0 | ||||
Interest expense | 0 | 0 | ||||
Impairment/gain on debt extinguishment | 0 | 0 | ||||
Derivative gain (expense) | 0 | 0 | ||||
Interest expense | 0 | 0 | ||||
Cost of revenue | 0 | $ 792,061 | ||||
Series A Preferred Stock | ||||||
Deemed dividend | (39,866,742) | |||||
Series A Preferred Stock | Blue Collar | ||||||
Deemed dividend | 0 | 0 | ||||
Series A Preferred Stock | Corporate and other | ||||||
Deemed dividend | (39,866,742) | (39,866,742) | $ (39,866,742) | |||
Series A Preferred Stock | Segment Reproting [Member] | ||||||
Deemed dividend | (39,866,742) | (39,866,742) | ||||
Series A Preferred Stock | TPT Med Tech And Quik Labs | ||||||
Deemed dividend | $ 0 | $ 0 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Feb. 09, 2023 | Feb. 08, 2023 | Oct. 31, 2023 | Oct. 26, 2023 | Sep. 18, 2023 | Jul. 28, 2023 | Mar. 24, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Converted common stock | 271,833,333 | 466,848,487 | ||||||||
Series A Preferred shares, issued | 500,000 | |||||||||
Series A Common shares, issued | 500,000 | |||||||||
Validly issued shares | 1,000 | |||||||||
Adjustable interest rate description | bearing interest at 6.0% per annum (12% default rate) | Line of Credit which bears interest at adjustable rates, 1 month LIBOR plus 2%, 7.44% | Line of Credit which bears interest at adjustable rates, 1 month LIBOR plus 2%, 4.4% | |||||||
Common stock, authorized | 4,500,000,000 | |||||||||
Convertible promissory note | $ 508,553 | |||||||||
Warrants to purchase common shares | 4,658,318 | |||||||||
Principal amount | 151,530 | $ 542,324 | ||||||||
Promissory note | $ 139,931 | $ 0 | ||||||||
Advisory Services Agreement | Subsequent Event [Member] | ||||||||||
Period of the agreement | 360 days | |||||||||
Description of compensation | Compensation under the agreement is such that on or before October 15, 2023, the Company shall pay $12,500 in cash or in registered Stock (free trading and unrestricted common stock, registered on Form S-1 or S-8). Subsequently, thereafter on November 15, 2023 equal to $288,000 and on December 15, 2023 equal to $100,000 with the final payment equal to $100,000 due on or before January 15, 2024 (the “Due Date”) for a total payment equal to five hundred thousand dollars, in cash or in S-8 Stock, in the form at the discretion of the Company | |||||||||
Services payment | $ 500,000 | |||||||||
Reserve common stock shares | 325,000,000 | |||||||||
Customary initiation fees | $ 16,000 | |||||||||
Late fees for common shares not reserved | $ 20,000 | |||||||||
TPT Global Tech, Inc. and Securities Purchase Agreement [Member] | ||||||||||
Outstanding balances | 85% | |||||||||
Interest rate | 6% | 6% | ||||||||
Convertible promissory note | $ 20,000,000 | $ 500,000 | ||||||||
Financing arrangements outstanding | 500,000 | |||||||||
Principal amount | $ 500,000 | |||||||||
Average market per share | $ 5 | |||||||||
TPT Global Tech, Inc. and Diagonal Lending LLC [Member] | ||||||||||
Adjustable interest rate description | bears interest at 9%, 22% upon default | EBITDA of $13,000,000 for Tekmovil’s operations. TPT and Sellers further agreed that if, for the twelve (12) month period following Closing, the EBITDA calculation for the Surviving Corporation is less or more than $13,000,000, the aggregate amount of the $40,000,000 paid to Sellers shall be adjusted proportionally downward or upwards, as the case may be, by a maximum of 20% pro rata to the actual EBITDA increase or decrease. In the event the EBITDA calculation is less than $13,000,000, the Sellers shall refund such amount to TPT within 30 days following receipt of notice of the EBITDA calculation. In the event the EBITDA calculation is more than $13,000,000, TPT shall pay such amount to Buyers within 30 days | ||||||||
Interest rate | 9% | |||||||||
Origional issue discount | $ 7,425 | |||||||||
Convertible promissory note | $ 81,675 | |||||||||
Discount Rate | 9% | |||||||||
Converted Discount Rate | 25% | |||||||||
Purchase price | $ 40,000,000 | |||||||||
Accrued interest | $ 81,675 | |||||||||
Common shares reserved | 150,000,000 | |||||||||
Geokall UK ltd [Member] | Subsequent Event [Member] | Convertible Preferred Stock Series E | ||||||||||
Shares acquition for exchage of assets and liabilities | 200,000 | |||||||||
Preferred Stock Per shares price | $ 5 | |||||||||
Working capital | $ 500,000 | |||||||||
TPT Global Tech, Inc. and FirstFire Global Opportunities Fund [Member] | ||||||||||
Adjustable interest rate description | bears interest at 10%, 20% upon default | |||||||||
Interest rate | 10% | |||||||||
Origional issue discount | $ 30,000 | |||||||||
Convertible promissory note | $ 330,000 | |||||||||
Discount Rate | 9% | |||||||||
Accrued interest | $ 330,000 | |||||||||
Common shares reserved | 350,000,000 | |||||||||
Warrants to purchase common shares per Share | $ 0.0012 | |||||||||
Total Services Revenues | ||||||||||
Discount Rate | 9% | 60% | ||||||||
Intial Payment | $ 40,000,000 | |||||||||
First Payment | 20,000,000 | |||||||||
Second Payment | $ 10,000,000 | |||||||||
Average market per share | $ 5 | |||||||||
Acquisition 1[Member] | ||||||||||
Interest rate | 25% | |||||||||
Common stock share value | $ 3,000,000 | |||||||||
Purchase price | $ 40,000,000 | |||||||||
Average market per share | $ 5 | |||||||||
Promissory note | $ 6,000,000 |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Cash and cash equivalents | $ 0 | $ 88,301 | $ 518,066 |
Note receivable | 64,393 | 0 | |
Prepaid expenses and other current assets | 18,570 | 20,813 | 47,334 |
Property and equipment, net | 1,226,000 | 2,455 | 1,649,022 |
Total assets | 1,358,820 | 1,031,240 | 10,677,425 |
Total liabilities | $ 35,243,645 | 34,019,817 | $ 36,701,383 |
Discontinued operations for IST | |||
Cash and cash equivalents | 28,671 | ||
Accounts receivable, net | 188,109 | ||
Note receivable | 64,393 | ||
Note receivable - related party | 253,598 | ||
Prepaid expenses and other current assets | 79,390 | ||
Property and equipment, net | 2,102 | ||
Total assets | 616,263 | ||
Accounts payable and accrued expenses | 332,335 | ||
Notes payable | 385,079 | ||
Total liabilities | $ 717,414 |
DISCONTINUED OPERATIONS (Deta_2
DISCONTINUED OPERATIONS (Details 1) - Discontinued operations for IST - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Assets of IST | $ 633,095 | $ 616,263 |
Liabilities of IST | 759,196 | $ 717,414 |
Net liabilities of IST recognized gain on disposal of discontinued operations | $ 126,101 |
DISCONTINUED OPERATIONS (Deta_3
DISCONTINUED OPERATIONS (Details 2) - Discontinued operations for IST - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Liabilities of IST | $ 717,414 | |
Assets of IST | $ 633,095 | $ 616,263 |
DISCONTINUED OPERATIONS (Deta_4
DISCONTINUED OPERATIONS (Details 3) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Gross Profit | $ 183,738 | $ 361,278 | $ 1,224,523 | $ 1,651,536 | $ 1,609,883 | $ 2,227,404 |
Expenses | $ 1,418,430 | $ 1,626,737 | $ 4,318,017 | $ 6,767,816 | 15,637,702 | $ 8,905,220 |
Other income (expense) | (44,100) | |||||
Discontinued operations for IST | ||||||
Revenue | 526,583 | |||||
Cost of Sales | 428,665 | |||||
Gross Profit | 97,917 | |||||
Expenses | (196,038) | |||||
Other income (expense) | (6,237) | |||||
Net Loss | $ (104,358) | |||||
Loss per share | $ 0 |
DISCONTINUED OPERATIONS (Deta_5
DISCONTINUED OPERATIONS (Details 4) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Net loss | $ (257,548) | $ (1,245,019) | $ (3,093,608) | $ (11,352,944) | $ (21,749,920) | $ (4,095,507) |
Depreciation | 0 | 150,454 | 2,454 | 448,943 | 583,968 | 682,111 |
Accounts receivable | (55,247) | (193,973) | (96,127) | (62,883) | ||
Accounts payable | 39,664 | 1,391,580 | 45,132 | |||
Net cash flows from operating activities of discontinued operations | 4,034 | 0 | 35,117 | 0 | ||
Net cash used in financing activities of discontinued operations | (32,705) | 0 | (57) | 0 | ||
Cash and cash equivalents - beginning of period | 59,630 | 518,066 | 518,066 | 19,309 | ||
Cash and cash equivalents - end of period | 0 | $ 59,630 | 0 | 59,630 | 59,630 | 518,066 |
Net change in cash | (59,630) | (454,667) | (429,765) | 498,757 | ||
Discontinued operations for IST | ||||||
Net loss | (557) | (104,358) | ||||
Depreciation | 91 | 62 | ||||
Accounts receivable | (23,362) | 167,327 | ||||
Accounts receivable - related party | 17,581 | |||||
Prepaid expenses and other | (27,519) | (10,067) | ||||
Accounts payable | 55,381 | (35,368) | ||||
Net cash flows from operating activities of discontinued operations | 4,034 | 35,117 | ||||
Cash flows from investing activities - payment for business acquisition | (6,449) | |||||
Net cash used in investing activities | (6,449) | |||||
Proceeds from notes receivable | 8,455 | |||||
Proceeds from bank overdraft | 7,367 | |||||
Advances on notes receivable - related party | (31,722) | |||||
Payments on notes payable | (16,805) | |||||
Net cash used in financing activities of discontinued operations | (32,705) | (57) | ||||
Net change in cash of discontinued operations | (28,671) | (57) | ||||
Cash and cash equivalents - beginning of period | 28,671 | $ 0 | 0 | |||
Cash and cash equivalents - end of period | $ 0 | $ 0 | 28,671 | $ 0 | ||
Net change in cash | $ 28,671 |
DISCONTINUED OPERATIONS (Deta_6
DISCONTINUED OPERATIONS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue | $ 923,251 | $ 2,052,817 | $ 3,007,866 | $ 6,145,465 | $ 7,836,579 | $ 10,029,579 |
Discontinued operations for IST | ||||||
Revenue | 288,795 | 1,090,047 | ||||
Net loss | 107,639 | (557) | ||||
Net liabilities of IST recognized gain on disposal of discontinued operations | $ 126,101 | $ 126,101 |