Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | May 07, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Entity Registrant Name | TPT Global Tech, Inc. | ||
Entity Central Index Key | 0001661039 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Current Reporting Status | Yes | ||
Document Period End Date | Dec. 31, 2023 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
Entity Common Stock Shares Outstanding | 2,866,684,955 | ||
Entity Public Float | $ 2,350,162 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Fin Stmt Error Correction Flag | false | ||
Entity File Number | 333-222094 | ||
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 | ||
Icfr Auditor Attestation Flag | false | ||
Auditor Name | Sadler, Gibb & Associates, LLC | ||
Auditor Location | Draper, UT | ||
Auditor Firm Id | 3627 | ||
Local Phone Number | 301-4200 | ||
Entity Interactive Data Current | Yes |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 17,454 | $ 59,630 |
Accounts receivable, net | 27,753 | 5,808 |
Accounts receivable - related party | 0 | 265,273 |
Prepaid expenses and other current assets | 15,134 | 20,813 |
Assets held for sale | 0 | 616,263 |
Total current assets | 60,341 | 967,787 |
NON-CURRENT ASSETS | ||
Property and equipment, net | 0 | 2,455 |
Deposits and other assets | 44,288 | 60,998 |
Total non-current assets | 44,288 | 63,453 |
TOTAL ASSETS | 104,629 | 1,031,240 |
Current liabilities | ||
Accounts payable and accrued expenses | 12,302,880 | 10,084,058 |
Deferred revenue | 58,564 | 75,556 |
Customer liability | 338,725 | 338,725 |
Loans, advances and factoring agreements | 642,158 | 902,809 |
Convertible notes payable, net of discounts | 3,368,259 | 3,054,869 |
Notes payable - related parties, net of discounts | 5,326,049 | 4,762,579 |
Convertible notes payable - related party, net of discounts | 553,100 | 553,100 |
Derivative liabilities | 9,827,723 | 4,822,398 |
Current portion of operating lease liabilities | 8,397,043 | 5,897,274 |
Financing lease liability - related party | 738,847 | 710,776 |
Liabilities held for sale | 0 | 717,414 |
Total current liabilities | 41,553,349 | 31,919,558 |
NON-CURRENT LIABILITIES | ||
Loans, advances and factoring agreements, net of current portion and discounts | 0 | 144,460 |
Operating lease liabilities, net of current portion | 680,187 | 1,932,599 |
Total non-current liabilities | 680,187 | 2,077,059 |
Total liabilities | 42,233,536 | 33,996,617 |
Commitments and contingencies | 0 | 0 |
MEZZANINE EQUITY | ||
Total mezzanine equity | 58,249,908 | 58,249,908 |
STOCKHOLDER'S DEFICIT | ||
Common stock, $.001 par value, 4,500,000,000 shares authorized, 2,456,634,910 and 1,256,900,534 as of December 31, 2023 and 2022, respectively | 2,456,635 | 1,256,901 |
Subscriptions payable (receivable) | (3,265) | 26,910 |
Additional paid-in capital | 14,706,236 | 13,966,895 |
Accumulated deficit | (116,837,671) | (106,418,722) |
Total TPT Global Tech, Inc. Stockholders' deficit | (99,678,065) | (91,168,016) |
Non-controlling interests | (700,750) | (47,269) |
Total stockholders' deficit | (100,378,815) | (91,215,285) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 104,629 | 1,031,240 |
Series A Convertible Preferred Stock (Member) | ||
MEZZANINE EQUITY | ||
Preferred Stock, Value | 42,983,742 | 42,983,742 |
Series B Convertible Preferred Stock (Member) | ||
MEZZANINE EQUITY | ||
Preferred Stock, Value | 1,677,473 | 1,677,473 |
Series C Convertible Preferred Stock (Member) | ||
MEZZANINE EQUITY | ||
Preferred Stock, Value | 0 | 0 |
Series D Convertible Preferred Stock (Member) | ||
MEZZANINE EQUITY | ||
Preferred Stock, Value | 244,592 | 244,592 |
Series E Convertible Preferred Stock (Member) | ||
MEZZANINE EQUITY | ||
Preferred Stock, Value | $ 13,344,101 | $ 13,344,101 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, authorized | 4,500,000,000 | 4,500,000,000 |
Common stock, issued | 2,456,634,910 | 1,256,900,534 |
Common stock, outstanding | 2,456,634,910 | 1,256,900,534 |
Series A Preferred Stock | ||
Mezzanine stock, authorized | 1,000,000 | 1,000,000 |
Mezzanine stock, issued | 1,000,000 | 1,000,000 |
Mezzanine stock, outstanding | 1,000,000 | 1,000,000 |
Series B Preferred Stock | ||
Mezzanine stock, authorized | 3,000,000 | 3,000,000 |
Mezzanine stock, issued | 2,588,693 | 2,588,693 |
Mezzanine stock, outstanding | 2,588,693 | 2,588,693 |
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 |
Mezzanine stock, issued | 2,043,507 | 2,043,507 |
Mezzanine stock, outstanding | 2,043,507 | 2,043,507 |
Series C Preferred Stock | ||
Mezzanine stock, authorized | 3,000,000 | 3,000,000 |
Mezzanine stock, issued | 0 | 0 |
Mezzanine stock, outstanding | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenues: | ||
Products | $ 0 | $ 82,000 |
Services | 3,297,916 | 7,227,996 |
Total Revenues | 3,297,916 | 7,309,996 |
COST OF SALES: | ||
Products | 0 | 27,882 |
Services | 2,335,775 | 5,770,149 |
Total Costs of Sales | 2,335,775 | 5,798,031 |
Gross profit | 962,141 | 1,511,965 |
OPERATING EXPENSES: | ||
Professional | 2,009,546 | 1,174,706 |
Payroll and related | 1,924,185 | 2,339,223 |
General and administrative | 1,407,997 | 1,654,264 |
Research and development | 0 | 1,750,000 |
Impairment of goodwill and long-lived assets | 0 | 7,283,276 |
Depreciation | 2,455 | 583,897 |
Amortization | 0 | 656,228 |
Total operating expenses | 5,344,183 | 15,441,594 |
Loss from operations | (4,382,042) | (13,929,629) |
OTHER INCOME (EXPENSE) | ||
Derivative expense | (5,436,087) | (650,071) |
(Loss) gain on debt extinguishment | 632,220 | (2,248,092) |
Interest expense | (1,759,399) | (4,755,386) |
Other income (loss), net | 418,194 | (62,387) |
Total other expense | (6,145,072) | (7,715,936) |
Net loss from continuing operations before income taxes | (10,527,114) | (21,645,565) |
Income taxes | 0 | 0 |
Net loss from continuing operations | (10,527,114) | (21,645,565) |
Discontinued operations: | ||
Net income from discontinued operations | (577) | (104,355) |
Gain on disposal of discontinued operations | 126,101 | 0 |
Net income (loss) from discontinued operations | 125,524 | (104,355) |
Net loss before non-controlling interests | (10,401,590) | (21,749,920) |
Net (loss) income attributable to non-controlling interests | (17,359) | 119,777 |
Deemed dividend related to modification of series A Preferred Stock | 0 | (39,866,742) |
Net loss attributable to TPT Global Tech, Inc. Shareholders | $ (10,418,949) | $ (61,496,885) |
Loss per common share-basic and diluted: | ||
Continuing operations | $ (0.01) | $ (0.06) |
Discontinued operations | 0 | 0 |
Loss per common share-basic and diluted | $ (0.01) | $ (0.06) |
Weighted-average common shares outstanding-basic and diluted | 1,781,846,679 | 980,582,964 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit - USD ($) | Total | Common Stock | Subscriptions Payable | Additional Paid-In Capital | Accumulated Deficit | Noncontrolling Interest |
Balance, shares at Dec. 31, 2021 | 923,029,038 | |||||
Balance, amount at Dec. 31, 2021 | $ (31,063,023) | $ 923,029 | $ 5,610 | $ 12,860,873 | $ (44,921,837) | $ 69,302 |
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 |
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 |
Modification of Series A Preferred Stock | (39,866,742) | 0 | 0 | 0 | (39,866,742) | 0 |
Net Loss | (21,749,920) | $ 0 | 0 | 0 | (21,630,143) | (119,777) |
Balance, shares at Dec. 31, 2022 | 1,256,900,534 | |||||
Balance, amount at Dec. 31, 2022 | (91,215,285) | $ 1,256,901 | 26,910 | 13,966,895 | (106,418,722) | (47,269) |
Common shares issued in exchange for debt, shares | 1,140,904,043 | |||||
Common shares issued in exchange for debt, amount | 1,206,188 | $ 1,140,904 | 0 | 65,284 | 0 | 0 |
Net Loss | (10,401,590) | $ 0 | 0 | 0 | (10,418,949) | 17,359 |
Common stock subscribed for services or subscription payable, shares | 58,830,333 | |||||
Common stock subscribed for services or subscription payable, amount | 98,853 | $ 58,830 | (30,175) | 70,198 | 0 | 0 |
Acquisition of Asberry | (63,775) | 603,859 | (667,634) | |||
Disposition of IST | (3,206) | $ 0 | 0 | 0 | 0 | (3,206) |
Balance, shares at Dec. 31, 2023 | 2,456,634,910 | |||||
Balance, amount at Dec. 31, 2023 | $ (100,378,815) | $ 2,456,635 | $ (3,265) | $ 14,706,236 | $ (116,837,671) | $ (700,750) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (10,401,590) | $ (21,749,920) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Net loss (income) from discontinued operations | (125,524) | 104,358 |
Depreciation | 2,455 | 583,897 |
Amortization | 0 | 656,228 |
Amortization of debt discounts | 845,565 | 3,628,718 |
Convertible note payable issued for Asberry Series A Stock | 508,553 | 0 |
Promissory note issued for research and development | 0 | 1,550,000 |
Loss (gain) on debt extinguishment | (632,220) | 2,248,092 |
Loss on disposal of property and equipment | 0 | 124,849 |
Derivative expense | 5,436,087 | 650,071 |
Loss on impairment of goodwill and long-lived assets | 0 | 7,283,276 |
Common stock subscribed for services | 98,853 | 21,300 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (21,945) | 96,127 |
Accounts receivable - related party | 0 | (190,179) |
Prepaid expenses and other assets | 291,909 | 230,841 |
Accounts payable and accrued expenses | 2,237,919 | 2,986,646 |
Other liabilities | (16,992) | (387,087) |
Net change in operating lease assets and liabilities | 1,247,357 | 1,901,116 |
Net cash used in operating activities from continuing operations | (529,573) | (226,493) |
Net cash provided by operating activities from discontinued operations | 4,034 | 35,177 |
Net cash used in operating activities | (525,539) | (261,670) |
Cash flows from investing activities: | ||
Acquisition of property and equipment, net of sales | 0 | (16,297) |
Cash flows from investing activities used continuing operations | 0 | (16,297) |
Cash flows from investing activities used in discontinued operations | 0 | (6,450) |
Net cash used in investing activities | 0 | (22,747) |
Cash flows from financing activities: | ||
Proceeds from convertible notes payable, loans and advances and factoring agreements | 433,500 | 1,256,187 |
Proceeds from notes payable - related parties | 166,188 | 0 |
Payments on convertible notes payable, loans, advances and factoring agreements | (83,620) | (1,391,523) |
Payments on convertible notes and amounts payable - related parties | 0 | (45,132) |
Net cash provided by (used in) financing activities from continuing operations | 516,068 | (180,525) |
Net cash used in financing activities from discontinued operations | (32,705) | (28,671) |
Net cash provided by (used in) financing operations | 483,363 | (209,196) |
Net change in cash | (42,176) | (458,436) |
Cash and cash equivalents - beginning of period | 59,630 | 518,066 |
Cash and cash equivalents - end of period | 17,454 | 59,630 |
Cash used for: | ||
Interest expense | 12,653 | 49,762 |
Taxes | 0 | 0 |
Non-Cash Investing and Financing Activity: | ||
Debt discount on convertible promissory notes | 572,839 | 1,070,591 |
Common stock issued for conversion of convertible notes | $ 1,206,188 | $ 1,439,894 |
Series E Preferred 'stock issued in exchange for debt and payables | 0 | 13,344,101 |
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 | 12 Months Ended |
Dec. 31, 2023 | |
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 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 2022 0 % Asberry 22 Holdings, Inc. Asberry or ASHI 2023 86 % We are based in San Diego, California, and operate as a technology-based company with divisions providing telecommunications, medical technology and product distribution, media content for domestic and international syndication as well as technology solutions. We operate on our own proprietary Global Digital Media TV and Telecommunications infrastructure platform and also provide technology solutions to businesses domestically and worldwide. We offer Software as a Service (SaaS), Technology Platform as a Service (PAAS), Cloud-based Unified Communication as a Service (UCaaS) and carrier-grade performance and support for businesses over our private IP MPLS fiber and wireless network in the United States. Our cloud-based UCaaS services allow businesses of any size to enjoy all the latest voice, data, media and collaboration features in today's global technology markets. We also operate as a Master Distributor for Nationwide Mobile Virtual Network Operators (MVNO) and Independent Sales Organization (ISO) as a Master Distributor for Pre-Paid Cellphone services, Mobile phones, Cellphone Accessories and Global Roaming Cellphones. SIGNIFICANT ACCOUNTING POLICIES 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. 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. 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, 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 years ended December 31, 2023 and 2022 came from the following sources disaggregated by services and products, which sources are explained in detail below. For the year ended December 31, 2023 For the year ended December 31, 2022 TPT SpeedConnect $ 3,007,384 $ 5,429,010 Blue Collar 285,092 1,522,490 TPT MedTech — 89,755 Other (1) 5,440 186,741 Total Services Revenues $ 3,297,916 $ 7,227,996 Air Fitness – Product Revenue — 82,000 Total Product Revenues $ — $ 82,000 Total Revenue $ 3,297,916 $ 7,309,996 ___________ (1) Includes international sales for the year ended December 31, 2023 and 2022 of $0 and $172,784, 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, 2023 and 2022 are $58,564 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. Revenue is 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. 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, 2023 and 2022 was $0 and $0, respectively. There are no financing terms or variable transaction prices for either of these products. There was no revenue for TPT MedTech for 2023 and it would take an infusion of capital to restart this revenue stream. 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, 2023 and 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. There was no revenue for SDM for 2023 and it would take an infusion of capital to restart this revenue stream. 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. There was no revenue for K Telecom for 2023 and it would take an infusion of capital to restart this revenue stream. 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. There was no revenue for Copperhead Digital for 2023 and it would take an infusion of capital to restart this revenue stream. 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 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, 2023 and 2022. Accounts Receivable 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 $0 and $104,657 of goodwill during the years ended December 31, 2023 and 2022, 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 $0 and $3,000,013 during the years ended December 31, 2023 and 2022, 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, 2023 and 2022, the Company had shares that were potentially common stock equivalents as follows: 2023 2022 Convertible Promissory Notes 73,476,129,073 3,787,362,740 Series A Preferred Stock 175,986,864,598 12,610,847,082 Series B Preferred Stock 2,588,693 2,588,693 Series D Preferred Stock 923,742,574 74,998,392 Series E Preferred Stock 40,465,485,149 3,285,381,029 Stock Options and warrants 129,116,666 129,116,666 290,983,922,753 19,890,294,603 _____________________ As of December 31, 2023, 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 common shares for this to occur as only 4,500,000,000 common shares are authorized as of December 31, 2023. Subsequently, the Company increased the authorized common shares to 15,000,000,000. 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, 2023 and 2022, one and two customer accounts receivable balances were 24% and 48%, respectively, of our aggregate accounts receivable from revenues. Financial Instruments and Fair Value of Financial Instruments Our primary financial instruments at December 31, 2023 and 2022 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 Quoted prices in active markets for identical assets or liabilities. Level 2 Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. We consider our derivative financial instruments as Level 3. The balances for our derivative financial instruments as of December 31, 2023 are the following: Derivative Instrument Fair Value Fair value of EMA, First Fire, Cavalry Financial and 1800 Diagonal Convertible Promissory Notes $ 9,786,906 Fair value of Warrants issued with the derivative instruments 40,817 $ 9,827,723 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, 2023 and 2022, 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. 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. 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 expec |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 31, 2023 | |
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 December 31, 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) a 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 was to remain as the President and become a Board Member of TPT Strategic. 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. Proposed Acquisitions and Terminated Proposed Acquisitions Geokall UK Ltd. Acquisition and Purchase Agreement On October 31, 2023, as amended on April 9, 2024, 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 restricted Series F Convertible Preferred Stock with a stated price of $5.00 USD per share with the Designation of Rights and Privileges similar to TPT’s Series E Preferred Shares, but which Series F Preferred Shares designation has not yet been submitted or approved by the Secretary of State of Florida, and can not be assured. 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. Other Terminated Proposed Acquisitions The company had pending agreements to acquire, and had disclosed in prior filings, Broadband Infrastructure Inc. and Tekmovil Holdings LLC. Both of these intended acquisitions have terminated by mutual agreement, or have gone beyond their allowed closing date in accordance with the acquisitions in place. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2023 | |
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. Cash flows generated from operating activities were not enough to support all working capital requirements for the years ended December 31, 2023 and 2022. Financing activities described below have helped with working capital and other capital requirements. We incurred $10,401,590 and $21,749,920, respectively, in losses, and we used $525,539 and $226,493, respectively, in cash for operations for the years ended December 31, 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, 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 $6,259,293 for 2023 and $16,746,502 for 2022. 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, 2023, we had a net increase in our assets and liabilities of $3,738,248 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, 2022, we had a net increase to our assets and liabilities of $4,776,925 for similar reasons. Cash flows from financing activities were $483,363 and $(180,525) for the years ended December 31, 2023 and 2022, respectively. For the year ended December 30, 2023, these cash flows were generated from proceeds from convertible notes, loans and advances of $433,500 and from notes payable – related parties of $166,188 offset by payment on convertible loans, advances and factoring agreements of $83,620. For the year ended December 31, 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. Cash flows provided by (used in) investing activities were $0 and $(22,747), respectively, for the years ended December 31, 2023 and 2022 primarily related to the acquisition of property and equipment for 2022. These factors raise substantial doubt about the ability of the Company to continue as a going concern for a period of one year from the issuance of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. In 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 | 12 Months Ended |
Dec. 31, 2023 | |
PROPERTY AND EQUIPMENT | |
PROPERTY AND EQUIPMENT | NOTE 4 – PROPERTY AND EQUIPMENT Property and equipment and related accumulated depreciation as of December 31, 2023 and 2022 are as follows: 2023 2022 Property and equipment: Telecommunications fiber and equipment $ — $ — Medical equipment — — Office furniture and equipment 77,859 77,859 Total Property and equipment $ 77,859 $ 77,859 Accumulated depreciation (77,859 ) (75,404 ) Property and equipment, net $ -- $ 2,455 Depreciation expense was $2,455 and $583,968 for the years ended December 31, 2023 and 2022, respectively. 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. |
DEBT FINANCING ARRANGEMENTS
DEBT FINANCING ARRANGEMENTS | 12 Months Ended |
Dec. 31, 2023 | |
DEBT FINANCING ARRANGEMENTS | |
DEBT FINANCING ARRANGEMENTS | NOTE 5 – DEBT FINANCING ARRANGEMENTS Financing arrangements as of December 31, 2023 and 2022 are as follows: 2023 2022 Loans and advances (1) $ 105,092 $ 470,092 Convertible notes payable (2) 3,368,260 3,054,869 Factoring agreements (3) 537,066 577,177 Debt – third party $ 4,010,418 $ 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) 567,620 4,150 Debt – related party $ 5,879,149 $ 5,315,679 Total financing arrangements $ 9,889,567 $ 9,417,817 Less current portion: Loans, advances and factoring agreements – third party $ (642,158 ) $ (902,809 ) Convertible notes payable third party (3,368,260 ) (3,054,869 Debt – related party, net of discount (5,326,049 ) (4,762,579 ) Convertible notes payable– related party (553,100 ) (553,100 ) (9,889,567 ) (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%, 7.46% as of December 31, 2023, 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). 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 was included as a Note Payable in prior years and bore 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 as of December 31, 2023 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 December 31, 2023 is $527,216 and $479,781, 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. Through December 31, 2023, the Company exercised its right to convert $660,660 of principal into 462,000,000 shares of common shares leaving a principal and accrued interest balance at December 31, 2023 of $698,090 in principal and $664,028 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. Through December 31, 2023, the Company 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 December 31, 2023 of $272,688 and $137,595, 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 December 31, 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 December 31, 2023 of $826,833 and $414,419. 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. Through December 31, 2023, 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. Through December 31, 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 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 years ended December 31, 2023 and 2022, 1800 Diagonal exercised its right to convert $146,903 and $90,000 of principal, interest into 127,426,443 and 63,560,606, respectively, of common shares leaving a balance of $0 in principal and accrued interest as of December 31, 2022. 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 December 31, , 2023, 1800 Diagonal Lending LLC has exercised its right to convert $106,159 in principal or interest into 509,055,556 common shares leaving a balance of $57,195 in principal and $6,941 in accrued interest as of December 31, 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 December 31, 2023, First Fire has not exercised its right to convert any balances into common shares leaving a balance of $495,000 in principal and $103,950 in accrued interest as of December 31, 2023. Dated October 31, 2023, but consummated on November 8, 2023, TPT Global Tech, Inc. and 1800 Diagonal Lending LLC entered into a 9% Convertible Promissory Note totaling $83,750 (the “1800 Diagonal Note #3”). The 1800 Diagonal Note #3 bears interest at 9%, 22% upon default, is due August 15, 2024 and is convertible, with any outstanding accrued interest or fees, into restricted shares of Common Stock of the Company at a discount of 39% of the market. There are no warrants or options attached to this Note. The Company has initially reserved 600,000,000 shares of Common Stock for conversion pursuant to the Note. 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. 1800 Diagonal and 1800 Diagonal #2 were in default from cross default provisions. In total, $253,318 and $704,411 was recorded as interest expense for the years ended December 31, 2023 and 2022, respectively, 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 December 31, 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 December 31, 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 December 31, 2023 is $78,313, 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. $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 bank loan we previously had with Crestmark Bank, later known as Pathward Bank, was paid off by Michael Murphy in December 2023, a related party who had guaranteed the loan. The terms and conditions with Mr. Murphy have not been put in writing but the intent as communicated by Mr. Murphy is for the new terms to simulate terms and conditions as was with Crestmark Bank and have the Company pay monthly interest payments, for now. The bank loan principal was for $360,000 dated May 28, 2019 which bore interest at Prime plus 6%, 14.5% as of December 31, 2023 and, as amended, was interest only through October 1, 2023 at which time the monthly payment of principal and interest of $40,000 was required until the due date of May 1, 2024. The bank loan was collateralized by the assets of the Company and guaranteed by Mr. Murphy. This loan was considered in default when Mr. Murphy paid it off, which payoff was approximately $397,000 including accrued interest and penalties. The other 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 | 12 Months Ended |
Dec. 31, 2023 | |
DERIVATIVE FINANCIAL INSTRUMENTS | |
DERIVATIVE FINANCIAL INSTRUMENTS | NOTE 6 – DERIVATIVE FINANCIAL INSTRUMENTS The Company previously adopted the provisions of ASC subtopic 825-10, Financial Instruments (“ASC 825-10”). ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The derivative liability as of December 31, 2023, in the amount of $9,827,723 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, 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 561,164 Change in derivative liabilities from conversion of notes payable (991,929 ) Change in fair value of derivative liabilities at end of period – derivative expense (gain) 5,436,087 Balance, September 30, 2023 $ 9,827,723 Convertible notes payable and warrant derivatives – The Company issued convertible promissory notes which are convertible into common stock, at holders’ option, at a discount to the market price of the Company’s common stock. The Company has identified the embedded derivatives related to these notes relating to certain anti-dilutive (reset) provisions. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of debenture and to fair value as of each subsequent reporting date. As of December 31, 2023, the Company marked to market the fair value of the debt derivatives and determined a fair value of $9,827,723 ($9,786,906 from the convertible notes and $40,817 from the warrants) in Note 8. The Company recorded an expense of $5,436,087 and $650,071 from change in fair value of debt derivatives for the years ended December 31, 2023 and 2022, 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 214.2% to 558.3%, (3) weighted average risk-free interest rate of 4.01% to 5.06% (4) expected life of 0.167 to 3.08 years, and (5) the quoted market price of $0.001 for the Company’s common stock. See Financing lease arrangements in Note 9. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 and 2022: Current: 2023 2022 Federal State and local $ — $ — Total Current — — Deferred: Federal State and local benefit (2,188,648 ) (4,567,483 ) Net operating loss, net of state tax effect (60,546 ) (60,546 ) Meals and entertainment 12,347 616 Stock based expenses 20,591 4,473 Impairment --- 1,529,488 Amortization --- 137,808 Derivative expense 1,141,578 136,515 Loss (Gain) on extinguishment (132,766 ) 472,099 Change in allowance 1,207,444 2,347,030 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, 2023 and 2022: 2023 2022 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, 2023 and 2022: Current deferred tax assets (liabilities): 2023 2022 Valuation allowance $ — $ — Total current deferred tax asset (liability) — — Noncurrent deferred tax assets (liabilities): Derivative (gain) expense 795,339 1,936,917 Intangible assets amortization 2,122,194 1,687,645 Net operating loss carry forwards 9,154,645 8,011,600 Stock base compensation 2,176,660 2,016,952 Loss (gain) on debt extinguishment 339,333 (1,207,765 ) Less; Valuation allowance (14,588,170 ) $ (12,445,349 ) Total noncurrent deferred tax asset (liability) — — Total deferred tax asset (liability) $ — $ — The Company has approximately $44,000,000 and $38,000,000 of net operating loss carry forwards as of December 31, 2023 and 2022, 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 | 12 Months Ended |
Dec. 31, 2023 | |
STOCKHOLDER'S DEFICIT | |
STOCKHOLDERS' DEFICIT | NOTE 8 – STOCKHOLDERS’ DEFICIT Preferred Stock As of December 31, 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 December 31, 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 December 31, 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 December 31, 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 December 31, 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%. 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, 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 December 31, 2023, there are 2,043,507 Series E Preferred shares outstanding as a result of exchanges of accounts payable, financing arrangements and lease agreements. The Series E Preferred shares were given a fair value by a third-party valuation of $6.53 per share for which they were recorded as of 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, 2023, we had authorized 4,500,000,000 shares of Common Stock, of which 2,456,634,910 common shares are issued and outstanding. On January 17, 2024, this was increased to 15,000,000,000. Common Stock Issued for Conversion of Debt During the year ended December 31, 2023, the Company issued 1,140,904,043 common shares valued at $1,206,188 for $846,479 of principal, interest, penalties and fees and recorded a loss on extinguishment of $632,220. 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 Services On August 6, 2023 and December 18, 2023, the Board granted 1,000,000 and 2,000,000 shares, respectively, of common stock of the Company to consultants for their consulting services rendered to the Company. The shares are to be considered fully vested upon grant and represented partial payment for past services rendered. These shares were recorded to expense at $1,100 and $800, respectively, for the year ended December 31, 2023. On September 8, 2023, the Board of Directors granted 52,830,333 shares of common stock to Edward Cabrera, Eduardo Cabrea 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 year ended December 31, 2023. Common Stock Issued for Expenses and Liabilities 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, 2023. Effective October 1, 2023, but consummated on October 26, 2023, the Company entered into an Advisory Services Agreement to receive 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 (common stock, registered on Form S-1 or S-8). Thereafter on November 15, 2023 the Company shall pay an amount equal to $288,000 and on December 15, 2023 an amount equal to $100,000 with the final payment an amount 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 the 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. Other than the reservation of stock with the transfer agent, there have been no cash payments on this agreement to date. $416,000 has been expensed in the statement of operations for the year ended December 31, 2023 for this agreement. Subscription Payable (Receivable) As of December 31, 2023, the Company has recorded $(3,265) 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: Shares receivable under terminated acquisition agreement (3,096,181 ) Net commitment (3,096,181 ) 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 were expensed at $1,775 per month. As of December 31, 2023, 3,000,000 common shares have vested and were issued 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 December 31, 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 December 31, 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 $40,817 of the total $9,827,723 derivative liabilities as of December 31, 2023. 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 December 31, 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 December 31, 2023, Quiklab 1 LLC, QuikLAB 2, LLC and QuikLAB 3, LLC have received an investment of $470,000, of which Stephen Thomas and Rick Eberhardt, CEO and COO of the Company, have invested $100,000 in QuikLAB 2, LLC. During the year ended December 31, 2021, one investor entered into an agreement at their request, to have their investment returned. $10,000 of this investment was returned with the remaining $60,000 being reclassified to an accounts payable in the balance sheet as of December 31, 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 December 31, 2023 and 2022 and is $12 and $12,025, 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 year ended December 31, 2023 and 2022 is $11,376 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 $28,747 was accounting for as a noncontrolling interest in the statement of operations for the year ended December 31, 2023. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 9 - COMMITMENTS AND CONTINGENCIES Accounts Payable and Accrued Expenses Accounts payable: 2023 2022 Related parties (1) $ 1,308,051 $ 831,502 General operating 5,288,994 5,395,422 Accrued interest on debt (2) 3,002,630 2,095,955 Credit card balances 148,568 167,517 Accrued payroll and other expenses (3) 1,911,997 951,022 Taxes and fees payable 642,640 642,640 Total $ 12,302,880 $ 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 $1,092,944 and $842,340 for December 31, 2023 and 2022, respectively. (3) $107,757, net of advances, of this is payable is 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 2.44 years. We have various non-cancelable lease agreements for certain of our tower locations with original lease periods expiring between 2024 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 December 31, 2023 and 2022, operating lease right-of-use assets arising from operating leases were $0 and $0, respectively. During the year ended December 31, 2023, cash paid for amounts included for the measurement of lease liabilities was $356,350 and the Company recorded lease expense in the amount of $941,142 in cost of sales. The Company entered an operating agreement to lease colocation space for 5 years. This operating agreement started October 1, 2020 for $7,140 per month. 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, 2023. 2024 8,493,165 2025 503,128 2026 152,853 2027 9,755 2028 3,882 Thereafter 62,117 Total operating lease liabilities 9,224,900 Amount representing interest (147,670 ) Total net present value $ 9,077,230 Office lease used by CEO During the years ended December 31, 2023 and 2022, 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, 2023 and 2022, respectively. Financing lease obligations Future minimum lease payments are as follows: 2024 $ 738,847 2025 — 2026 — 2027 --- 2028 --- Thereafter — Total financing lease liabilities 738,847 Amount representing interest — Total future payments (1) $ 738,847 ____________________ (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 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 $1,006,997 it has recorded on its balance sheet as of December 31, 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 December 31, 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 $2,959,594 in payables and operating lease liabilities on its consolidated balance sheet as of December 31, 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 $5,556,484, which the Company has accounted for $5,926,731 in its consolidated balance sheet as of December 31, 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 against the TPT SpeedConnect and TPT. The judgements totaled $633,264, including legal and other fees for which the Company had $624,531 recorded in Debt Financing Agreements of which $87,065 was remitted to Mr. Advance during the year ended December 31, 2023 leaving an accrued balance of $537,466 as of December 31, 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 December 31, 2023 and 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 December 31, 2023, the following shares would be issued: 2023 Convertible Promissory Notes 73,476,125,073 Series A Preferred Stock (1) 175,986,864,598 Series B Preferred Stock 2,588,693 Series D Preferred Stock 923,742,574 Series E Preferred Stock 40,465,485,149 Stock Options and warrants 129,116,666 290,983,922,753 _____________________ (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 December 31, 2023. 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 | 12 Months Ended |
Dec. 31, 2023 | |
RELATED PARTY ACTIVITY | |
RELATED PARTY ACTIVITY | NOTE 10 – RELATED PARTY ACTIVITY Accounts Payable and Accrued Expenses There are amounts outstanding due to related parties of the Company of $1,308,051 and $831,502, respectively, as of December 31, 2023 and 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 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 received 1,000,000 shares of restricted common stock valued at approximately $120,000 which is fully vested. 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, 2023 and 2022, there are amounts due from management/shareholders of $0 and $265,273, respectively, included in amounts receivable – related party, primarily receivable from Mark Rowen of Blue Collar. 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. |
SEGMENT REPORTING
SEGMENT REPORTING | 12 Months Ended |
Dec. 31, 2023 | |
SEGMENT REPORTING | |
SEGMENT REPORTING | NOTE 11 – SEGMENT REPORTING ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Company's internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for details on the Company's business segments. The Company's chief operating decision maker (“CODM”) has been identified as the CEO who reviews the financial information of separate operating segments when making decisions about allocating resources and assessing performance of the group. Based on management's assessment, the Company considers its most significant segments for 2023 and 2022 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: 2023 TPT SpeedConnect Blue Collar TPT MedTech and QuikLABS Corporate and other Total Revenue $ 3,007,384 285,092 — 5,440 $ 3,297,916 Cost of revenue $ (2,149,794 ) (141,892 ) — (44,089 ) $ (2,335,775 ) Net income (loss) $ 218,603 (475,818 ) (1,635 ) (10,142,740 ) $ (10,401,590 ) Depreciation and amortization $ — — — (2,455 ) $ (2,455 ) Gain(loss/impairment) on debt extinguishment $ — — — 632,220 $ 632,220 Derivative gain (expense) $ — — — (5,436,087 ) $ (5,436,087 ) Interest expense $ (47,355 ) (12,653 — (1,699,392 ) $ (1,759,399 ) Total assets $ 70,875 29,947 3,807 — $ 104,629 2022 TPT SpeedConnect Blue Collar TPT MedTech and QuikLABS Corporate and other Total Revenue $ 5,429,010 1,522,490 89,755 268,741 $ 7,309,996 Cost of revenue $ (4,620,270 ) (895,890 ) — (281,871 ) $ (5,798,031 ) 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 ) Depreciation and amortization $ (530,579 ) (6,820 ) (44,793 ) (657,933 ) $ (1,240,125 ) 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 ) — (4,086,708 ) $ (4,755,386 ) Total assets $ 68,086 643,029 3,800 316,325 $ 1,031,240 |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended |
Dec. 31, 2023 | |
DISCONTINUED OPERATIONS | |
DISCONTINUED OPERATIONS | NOTE 12 – 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 year ended December 31, 2023 were $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 year ended year ended December 31, 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 year ended December 31, 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 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 13 – SUBSEQUENT EVENTS Financing Arrangements Standby Equity Commitment Agreement On February 15, 2024, the Company entered into a Standby Equity Commitment Agreement, dated February 14, 2024 (the "SECA") with MacRab LLC, a Florida limited liability company (the "MacRab"). The SECA provides the Company with an option to sell up to $3,000,000 worth of the Company's common stock to MacRab, in increments, over the period ending twenty-four (24) months after the date that a related registration statement is deemed effective by the U.S. Securities and Exchange Commission, pursuant to the terms and conditions contained in the SECA. The purchase price per share, for each respective put under the SECA, is equal to 90% of the average of the two (2) lowest volume weighted average prices of the Common Stock during the six (6) trading days following the clearing date associated with the respective put under the SECA. The Company will pay a finders fee on each increment drawn of up to 8% in cash and 8% in restricted common shares of the Company. 1800 Diagonal Financing Dated February 7, 2024, but consummated on February 12, 2024, TPT Global Tech, Inc. and 1800 Diagonal Lending LLC entered into a Convertible Promissory Note (“1800 Diagonal Note #4”) totaling $92,000. The 1800 Diagonal Note #4, upon the terms and subject to certain general limitations and conditions, bears an interest rate of 22%including a one-time earned interest charge of 12% or $11,040, resulted in cash received by the Company of $75,000 net of expenses and discount of $12,000. Required payments shall be 9 monthly payments of $11,449 starting March 15, 2024 with a total payback of $103,040. The Holder may convert the outstanding unpaid principal amount into restricted shares of Common Stock of the Company at a discount of 35% of the Market Price, as indicated or upon default. There are no warrants or options attached to this Note. The Company has initially reserved 750,000,000 shares of Common Stock for conversion pursuant to the 1800 Diagonal Note #4. As a condition of funding this 1800 Diagonal Note #4, the Company increased share reserves on previous 1800 Diagonal Lending Notes by 750,000,000 shares. Dated March 25, 2024, TPT Global Tech, Inc. and 1800 Diagonal Lending LLC entered into a Convertible Promissory Note (“1800 Diagonal Note #5”) totaling $66,000. The 1800 Diagonal Note #5, upon the terms and subject to certain general limitations and conditions, bears an interest rate of 22% including a one-time earned interest charge of 19% or $12,540, resulted in cash received by the Company of $50,000 net of expenses and discount of $11,000. Required payments shall be $47,124 on September 30, 2024 and $10,472 on each of October 30 2024, November 30, 2024 and December 30, 2024 with a total payback of $78,540. The Holder may convert the outstanding unpaid principal amount into restricted shares of Common Stock of the Company at a discount of 39% of the Market Price, as indicated or upon default. There are no warrants or options attached to this Note. The Company has initially reserved 1,400,000,000 shares of Common Stock for conversion pursuant to the 1800 Diagonal Note #5. FirstFire Financing On May 6, 2024, the Company received $40,000 as an advance from FirstFire Global Opportunity Fund, LLC. This advance is intended to be an advance from an intended $75,000 convertible promissory note that is being drafted and will be consummated in the near future. There is no agreed upon definite terms as of the advance but that they include convertibility to common shares at a discount to market and a reservation of 1,250,000,000 common shares with the transfer agent for conversion. 625,000,000 of these shares have been reserved at the tie of the advance. The purpose of the advance was for working capital purposes. Roy D. Foreman Business Development and Professional Services Consulting Agreement On January 30, 2024, TPT Global Tech, Inc. dba TPT Entertainment and Media LLC and Roy D. Foreman (“Mr. Foreman”) entered into a Business Development and Professional Services Consulting Agreement. TPT engaged Mr. Foreman as President of the TPT’s US Domestic and International Boxing Division to provide business development and/or professional services related to making introductions to funding sources and the launch of TPT’s Live Mobile TV Broadcasting on TPT’s VuMe Super App platform. Mr. Foreman will receive $500,000 USD, payable in TPT equity stock as compensation for consultant services as President of the TPT Global Tech dba TPT Media and Entertainment Division for which $100K USD of those service have been considered rendered. TPT equity stock shall mean common or preferred stock as created, or which may exist, by TPT Global Tech and agreed to by Mr. Foreman. The remaining payment will be rendered upon a successful Launch of the VuMe Boxing division or a successful strategic partnership, branding, marketing, distribution or Network affiliation agreement. Once first bridge financing has been raised Mr. Foreman will receive $7,500.00 per month as a consultant fee until additional capital has been raised to move consultant to W2 employment status with full employee benefits and the participation in the company’s employee stock option plan. At this stage Mr. Foreman will enter into a full company employment agreement. Sean Jones Business Development and Professional Services Consulting Agreement On April 15, 2024, TPT Global Tech, Inc. dba TPT Entertainment and Media LLC and D. Sean Jones (“Mr. Jones”) entered into a Business Development and Professional Services Consulting Agreement. TPT engaged Mr. Jones as Executive Vice President of Business Development and In-House Counsel to provide business development and/or professional services related to making introductions to funding sources and the launch of TPT’s Live Mobile TV Broadcasting on TPT’s VuMe Super App platform. Mr. Jones will receive $375,000 of stated value of TPT Global Tech Series F Preferred Shares, $5.00 per share, or 75,000 shares as compensation for services considered rendered as Executive Vice President of Business Development and In-House Counsel. At this time, there is no designation for the TPT Global Tech Series F Preferred shares. It is intended that the Series F preferred shares will have the same or similar features to the TPT Global Tech Series E preferred shares, but this cannot be assured without a definite completed designation accepted by the State of Florida. Ultimately, the designation submitted and approved by the state of Florida will be the governing designation for the Series F shares and used for this agreement. Additional compensation shall be provided upon a successful launch of VuMe or a successful strategic partnership, branding, marketing, distribution, or network affiliation agreement. Mr. Jones shall have the option to receive, upon the successful launch of VuMe, monthly compensation commensurate with TPT's upper level management and transition to W2 employment status with full employee benefits and participation in the company's employee stock option plan. Amendments to Articles of Incorporation or Bylaws On January 17, 2024, the Board of Directors of the Company in accordance with the provisions of the Articles of Incorporation, as amended, and by-laws of the Company amended the Articles of Incorporation to increase the authorized number of common shares by Ten Billion Five Hundred Million (10,500,000,000) which increased the total authorized common shares to Fifteen Billion (15,000,000,000) with all common shares having the then existing rights powers and privileges as per the existing amended Articles of Incorporation and Bylaws of the Company. Common Stock Issuances Subsequent to December 31, 2023, FirstFire and 1800 Diagonal exercised their rights to convert $151,636 of principal amounts into 410,050,045 of shares of common stock. Amendment and Restatement of the TPT Global Tech, Inc. Stock Option, Compensation, and Award Incentive Plan. On February 1, 2024, by unanimous written consent, the Board of Directors and Majority Shareholder of TPT Global Tech, Inc. (the “Company”) approved and adopted an amendment and restatement of the 2024 TPT Global Tech, Inc. Stock Option, Compensation, and Award Incentive Plan (the “Plan”) to increase the maximum number of common shares, with a par value of $0.001 (“Common Shares”), available for grant to participants under the Plan to 3,500,000,000 Common Shares. In addition, the Plan was amended to define “Eligible Person” as an Employee, Consultant (Person or Professional Services Company) or Director of the Company, any Parent or any Subsidiary. A company other than a Professional Services Company is NOT eligible and “Issuance for Compensation for Services” shall mean the issuance for valuable and adequate consideration determined by the Board as determined by performance pursuant to an agreement. This Plan amends and supersedes any and all prior Plans. 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) | 12 Months Ended |
Dec. 31, 2023 | |
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 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 2022 0 % Asberry 22 Holdings, Inc. Asberry or ASHI 2023 86 % We are based in San Diego, California, and operate as a technology-based company with divisions providing telecommunications, medical technology and product distribution, media content for domestic and international syndication as well as technology solutions. We operate on our own proprietary Global Digital Media TV and Telecommunications infrastructure platform and also provide technology solutions to businesses domestically and worldwide. We offer Software as a Service (SaaS), Technology Platform as a Service (PAAS), Cloud-based Unified Communication as a Service (UCaaS) and carrier-grade performance and support for businesses over our private IP MPLS fiber and wireless network in the United States. Our cloud-based UCaaS services allow businesses of any size to enjoy all the latest voice, data, media and collaboration features in today's global technology markets. We also operate as a Master Distributor for Nationwide Mobile Virtual Network Operators (MVNO) and Independent Sales Organization (ISO) as a Master Distributor for Pre-Paid Cellphone services, Mobile phones, Cellphone Accessories and Global Roaming Cellphones. |
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. 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. 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, 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 years ended December 31, 2023 and 2022 came from the following sources disaggregated by services and products, which sources are explained in detail below. For the year ended December 31, 2023 For the year ended December 31, 2022 TPT SpeedConnect $ 3,007,384 $ 5,429,010 Blue Collar 285,092 1,522,490 TPT MedTech — 89,755 Other (1) 5,440 186,741 Total Services Revenues $ 3,297,916 $ 7,227,996 Air Fitness – Product Revenue — 82,000 Total Product Revenues $ — $ 82,000 Total Revenue $ 3,297,916 $ 7,309,996 ___________ (1) Includes international sales for the year ended December 31, 2023 and 2022 of $0 and $172,784, 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, 2023 and 2022 are $58,564 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. Revenue is 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. 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, 2023 and 2022 was $0 and $0, respectively. There are no financing terms or variable transaction prices for either of these products. There was no revenue for TPT MedTech for 2023 and it would take an infusion of capital to restart this revenue stream. 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, 2023 and 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. There was no revenue for SDM for 2023 and it would take an infusion of capital to restart this revenue stream. 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. There was no revenue for K Telecom for 2023 and it would take an infusion of capital to restart this revenue stream. 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. There was no revenue for Copperhead Digital for 2023 and it would take an infusion of capital to restart this revenue stream. |
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 measures and recognizes 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, 2023 and 2022. |
Accounts Receivable | Based on historical experience, management generally considers the collection risk related to these amounts to be low. However, when events or conditions indicate that the amounts outstanding may become uncollectible, an allowance is estimated and recorded, especially for amounts over 60 days past due. The allowance for doubtful accounts receivable was $204,377 and $365,223 as of December 31, 2023 and 2022, respectively. |
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 $0 and $104,657 of goodwill during the years ended December 31, 2023 and 2022, 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 $0 and $3,000,013 during the years ended December 31, 2023 and 2022, 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, 2023 and 2022, the Company had shares that were potentially common stock equivalents as follows: 2023 2022 Convertible Promissory Notes 73,476,129,073 3,787,362,740 Series A Preferred Stock 175,986,864,598 12,610,847,082 Series B Preferred Stock 2,588,693 2,588,693 Series D Preferred Stock 923,742,574 74,998,392 Series E Preferred Stock 40,465,485,149 3,285,381,029 Stock Options and warrants 129,116,666 129,116,666 290,983,922,753 19,890,294,603 _____________________ As of December 31, 2023, 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 common shares for this to occur as only 4,500,000,000 common shares are authorized as of December 31, 2023. Subsequently, the Company increased the authorized common shares to 15,000,000,000. |
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, 2023 and 2022, one and two customer accounts receivable balances were 24% and 48%, respectively, of our aggregate accounts receivable from revenues. |
Financial Instruments and Fair Value of Financial Instruments | Our primary financial instruments at December 31, 2023 and 2022 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 Quoted prices in active markets for identical assets or liabilities. Level 2 Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. We consider our derivative financial instruments as Level 3. The balances for our derivative financial instruments as of December 31, 2023 are the following: Derivative Instrument Fair Value Fair value of EMA, First Fire, Cavalry Financial and 1800 Diagonal Convertible Promissory Notes $ 9,786,906 Fair value of Warrants issued with the derivative instruments 40,817 $ 9,827,723 |
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, 2023 and 2022, 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. |
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. |
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 did not 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 has determined there are not any that would have a material impact on the condensed consolidated financial statements. |
DESCRIPTION OF BUSINESS AND S_3
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 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 2022 0 % Asberry 22 Holdings, Inc. Asberry or ASHI 2023 86 % |
Disaggregation of revenue | For the year ended December 31, 2023 For the year ended December 31, 2022 TPT SpeedConnect $ 3,007,384 $ 5,429,010 Blue Collar 285,092 1,522,490 TPT MedTech — 89,755 Other (1) 5,440 186,741 Total Services Revenues $ 3,297,916 $ 7,227,996 Air Fitness – Product Revenue — 82,000 Total Product Revenues $ — $ 82,000 Total Revenue $ 3,297,916 $ 7,309,996 |
Potentially dilutive securities | 2023 2022 Convertible Promissory Notes 73,476,129,073 3,787,362,740 Series A Preferred Stock 175,986,864,598 12,610,847,082 Series B Preferred Stock 2,588,693 2,588,693 Series D Preferred Stock 923,742,574 74,998,392 Series E Preferred Stock 40,465,485,149 3,285,381,029 Stock Options and warrants 129,116,666 129,116,666 290,983,922,753 19,890,294,603 |
Derivative financial instruments | Derivative Instrument Fair Value Fair value of EMA, First Fire, Cavalry Financial and 1800 Diagonal Convertible Promissory Notes $ 9,786,906 Fair value of Warrants issued with the derivative instruments 40,817 $ 9,827,723 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
PROPERTY AND EQUIPMENT | |
Property and equipment | 2023 2022 Property and equipment: Telecommunications fiber and equipment $ — $ — Medical equipment — — Office furniture and equipment 77,859 77,859 Total Property and equipment $ 77,859 $ 77,859 Accumulated depreciation (77,859 ) (75,404 ) Property and equipment, net $ -- $ 2,455 |
DEBT FINANCING ARRANGEMENTS (Ta
DEBT FINANCING ARRANGEMENTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
DEBT FINANCING ARRANGEMENTS | |
Debt financing arrangements | 2023 2022 Loans and advances (1) $ 105,092 $ 470,092 Convertible notes payable (2) 3,368,260 3,054,869 Factoring agreements (3) 537,066 577,177 Debt – third party $ 4,010,418 $ 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) 567,620 4,150 Debt – related party $ 5,879,149 $ 5,315,679 Total financing arrangements $ 9,889,567 $ 9,417,817 Less current portion: Loans, advances and factoring agreements – third party $ (642,158 ) $ (902,809 ) Convertible notes payable third party (3,368,260 ) (3,054,869 Debt – related party, net of discount (5,326,049 ) (4,762,579 ) Convertible notes payable– related party (553,100 ) (553,100 ) (9,889,567 ) (9,273,357 ) Total long term debt $ --- $ 144,460 |
DERIVATIVE FINANCIAL INSTRUME_2
DERIVATIVE FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 561,164 Change in derivative liabilities from conversion of notes payable (991,929 ) Change in fair value of derivative liabilities at end of period – derivative expense (gain) 5,436,087 Balance, September 30, 2023 $ 9,827,723 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
INCOME TAXES | |
Income tax expense (benefit) | Current: 2023 2022 Federal State and local $ — $ — Total Current — — Deferred: Federal State and local benefit (2,188,648 ) (4,567,483 ) Net operating loss, net of state tax effect (60,546 ) (60,546 ) Meals and entertainment 12,347 616 Stock based expenses 20,591 4,473 Impairment --- 1,529,488 Amortization --- 137,808 Derivative expense 1,141,578 136,515 Loss (Gain) on extinguishment (132,766 ) 472,099 Change in allowance 1,207,444 2,347,030 Total Benefit $ — $ — |
Income tax rate reconciliation | 2023 2022 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): 2023 2022 Valuation allowance $ — $ — Total current deferred tax asset (liability) — — Noncurrent deferred tax assets (liabilities): Derivative (gain) expense 795,339 1,936,917 Intangible assets amortization 2,122,194 1,687,645 Net operating loss carry forwards 9,154,645 8,011,600 Stock base compensation 2,176,660 2,016,952 Loss (gain) on debt extinguishment 339,333 (1,207,765 ) Less; Valuation allowance (14,588,170 ) $ (12,445,349 ) Total noncurrent deferred tax asset (liability) — — Total deferred tax asset (liability) $ — $ — |
STOCKHOLDERS DEFICIT (Tables)
STOCKHOLDERS DEFICIT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
STOCKHOLDER'S DEFICIT | |
Subscription payable | Shares receivable under terminated acquisition agreement (3,096,181 ) Net commitment (3,096,181 ) |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
COMMITMENTS AND CONTINGENCIES | |
Accounts payable and accrued expenses | Accounts payable: 2023 2022 Related parties (1) $ 1,308,051 $ 831,502 General operating 5,288,994 5,395,422 Accrued interest on debt (2) 3,002,630 2,095,955 Credit card balances 148,568 167,517 Accrued payroll and other expenses (3) 1,911,997 951,022 Taxes and fees payable 642,640 642,640 Total $ 12,302,880 $ 10,084,058 |
Future minimum operating lease payments | 2024 8,493,165 2025 503,128 2026 152,853 2027 9,755 2028 3,882 Thereafter 62,117 Total operating lease liabilities 9,224,900 Amount representing interest (147,670 ) Total net present value $ 9,077,230 |
Future minimum financing lease payments | 2024 $ 738,847 2025 — 2026 — 2027 --- 2028 --- Thereafter — Total financing lease liabilities 738,847 Amount representing interest — Total future payments (1) $ 738,847 |
Shares to be issued | 2023 Convertible Promissory Notes 73,476,125,073 Series A Preferred Stock (1) 175,986,864,598 Series B Preferred Stock 2,588,693 Series D Preferred Stock 923,742,574 Series E Preferred Stock 40,465,485,149 Stock Options and warrants 129,116,666 290,983,922,753 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
SEGMENT REPORTING | |
Summary information by segment | 2023 TPT SpeedConnect Blue Collar TPT MedTech and QuikLABS Corporate and other Total Revenue $ 3,007,384 285,092 — 5,440 $ 3,297,916 Cost of revenue $ (2,149,794 ) (141,892 ) — (44,089 ) $ (2,335,775 ) Net income (loss) $ 218,603 (475,818 ) (1,635 ) (10,142,740 ) $ (10,401,590 ) Depreciation and amortization $ — — — (2,455 ) $ (2,455 ) Gain(loss/impairment) on debt extinguishment $ — — — 632,220 $ 632,220 Derivative gain (expense) $ — — — (5,436,087 ) $ (5,436,087 ) Interest expense $ (47,355 ) (12,653 — (1,699,392 ) $ (1,759,399 ) Total assets $ 70,875 29,947 3,807 — $ 104,629 2022 TPT SpeedConnect Blue Collar TPT MedTech and QuikLABS Corporate and other Total Revenue $ 5,429,010 1,522,490 89,755 268,741 $ 7,309,996 Cost of revenue $ (4,620,270 ) (895,890 ) — (281,871 ) $ (5,798,031 ) 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 ) Depreciation and amortization $ (530,579 ) (6,820 ) (44,793 ) (657,933 ) $ (1,240,125 ) 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 ) — (4,086,708 ) $ (4,755,386 ) Total assets $ 68,086 643,029 3,800 316,325 $ 1,031,240 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
DISCONTINUED OPERATIONS | |
Net liabilities of IST recognized as gain on disposal 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 |
Asset and liabilities included in net liabilities of discontinued operations | Assets of IST $ 616,263 Liabilities of IST $ 717,414 |
Cash flows for discontinued operation | 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 |
DESCRIPTION OF BUSINESS AND S_4
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Acquisition 2[Member] | |
Name of acquisition | Copperhead Digital Holdings, Inc. |
Referred | Copperhead Digital or CDH |
Incorporation Date | 2015 |
Ownership Percentage | 100% |
Acquisition 3[Member] | |
Name of acquisition | TruCom, LLC |
Referred | TruCom |
Incorporation Date | 2015 |
Ownership Percentage | 100% |
Acquisition 4[Member] | |
Name of acquisition | CityNet Arizona, LLC |
Referred | CityNet |
Incorporation Date | 2015 |
Ownership Percentage | 100% |
Acquisition 5[Member] | |
Name of acquisition | San Diego Media Inc. |
Referred | SDM |
Incorporation Date | 2016 |
Ownership Percentage | 100% |
Acquisition 6[Member] | |
Name of acquisition | Blue Collar Production, Inc. |
Referred | Blue Collar |
Incorporation Date | 2018 |
Ownership Percentage | 100% |
Acquisition 7[Member] | |
Name of acquisition | TPT SpeedConnect, LLC |
Referred | TPT SpeedConnect |
Incorporation Date | 2019 |
Ownership Percentage | 86% |
Acquisition 8[Member] | |
Name of acquisition | TPT Federal, LLC |
Referred | TPT Federal |
Incorporation Date | 2020 |
Ownership Percentage | 100% |
Acquisition 9[Member] | |
Name of acquisition | TPT MedTech, LLC |
Referred | TPT MedTech |
Incorporation Date | 2020 |
Ownership Percentage | 100% |
Acquisition 10[Member] | |
Name of acquisition | TPT Strategic, Inc. |
Referred | TPT Strategic |
Incorporation Date | 2020 |
Ownership Percentage | 0% |
Acquisition 11[Member] | |
Name of acquisition | QuikLab 1 LLC |
Referred | Quiklab 1 |
Incorporation Date | 2020 |
Ownership Percentage | 80% |
Acquisition 12[Member] | |
Name of acquisition | QuikLAB 2, LLC |
Referred | QuikLAB 2 |
Incorporation Date | 2020 |
Ownership Percentage | 80% |
Acquisition 13[Member] | |
Name of acquisition | QuikLAB 3, LLC |
Referred | QuikLAB 3 |
Incorporation Date | 2020 |
Ownership Percentage | 80% |
Acquisition 14[Member] | |
Name of acquisition | The Fitness Container, LLC |
Referred | Air Fitness |
Incorporation Date | 2020 |
Ownership Percentage | 75% |
Acquisition 15[Member] | |
Name of acquisition | TPT Global Tech Asia Limited |
Referred | TPT Asia |
Incorporation Date | 2020 |
Ownership Percentage | 78% |
Acquisition 16[Member] | |
Name of acquisition | TPT MedTech UK LTD |
Referred | TPT MedTech UK |
Incorporation Date | 2020 |
Ownership Percentage | 100% |
Acquisition 17[Member] | |
Name of acquisition | TPT Global Defense Systems, Inc. |
Referred | TPT Global Defense |
Incorporation Date | 2021 |
Ownership Percentage | 100% |
Acquisition 18[Member] | |
Name of acquisition | TPT Innovations Technology, Inc. |
Referred | TPT Innovations |
Incorporation Date | 2021 |
Ownership Percentage | 100% |
Acquisition 19[Member] | |
Name of acquisition | TPT Global Caribbean Inc. |
Referred | TPT Caribbean |
Incorporation Date | 2021 |
Ownership Percentage | 100% |
Acquisition 20[Member] | |
Name of acquisition | TPT Media and Entertainment, LLC |
Referred | TPT Media and Entertainment |
Incorporation Date | 2021 |
Ownership Percentage | 100% |
Acquisition 21[Member] | |
Name of acquisition | VuMe Live, LLC |
Referred | VuMe Live |
Incorporation Date | 2021 |
Ownership Percentage | 100% |
Acquisition 22[Member] | |
Name of acquisition | Digithrive, LLC |
Referred | Digithrive |
Incorporation Date | 2021 |
Ownership Percentage | 100% |
Acquisition 23[Member] | |
Name of acquisition | Information Security and Training, LLC |
Referred | IST |
Incorporation Date | 2022 |
Ownership Percentage | 0% |
Acquisition 24[Member] | |
Name of acquisition | Asberry 22 Holdings, Inc. |
Referred | Asberry or ASHI |
Incorporation Date | 2023 |
Ownership Percentage | 86% |
Acquisition 1[Member] | |
Name of acquisition | TPT Global Tech, Inc. |
Referred | Company or TPTG |
Incorporation Date | 1988 |
Ownership Percentage | 100% |
DESCRIPTION OF BUSINESS AND S_5
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Total revenues | $ 3,297,916 | $ 7,309,996 |
TPT Speed Connect [Member] | ||
Total revenues | 3,007,384 | 5,429,010 |
Blue Collar [Member] | ||
Total revenues | 285,092 | 1,522,490 |
TPT MedTech [Member] | ||
Total revenues | 0 | 89,755 |
Other [Member] | ||
Total revenues | 5,440 | 186,741 |
Total Services Revenues [Member] | ||
Total revenues | 3,297,916 | 7,227,996 |
Air Fitness Product Revenue | ||
Total revenues | 0 | 82,000 |
Total Product Revenues [Member] | ||
Total revenues | $ 0 | $ 82,000 |
DESCRIPTION OF BUSINESS AND S_6
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 290,983,922,753 | 19,890,294,603 |
Series A Preferred Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 175,986,864,598 | 12,610,847,082 |
Series B Preferred Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,588,693 | 2,588,693 |
Series D Preferred Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 923,742,574 | 74,998,392 |
Series E Preferred Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 40,465,485,149 | 3,285,381,029 |
Stock Options and Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 129,116,666 | 129,116,666 |
Convertible Promissory Notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 73,476,129,073 | 3,787,362,740 |
DESCRIPTION OF BUSINESS AND S_7
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 3) | Dec. 31, 2023 USD ($) |
Total Services Revenues | |
Fair value of derivative instrument | $ 9,827,723 |
Warrants Issued with the Derivative Instruments | |
Fair value of derivative instrument | 40,817 |
Convertible Promissory Notes | |
Fair value of derivative instrument | $ 9,786,906 |
DESCRIPTION OF BUSINESS AND S_8
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Intangible Assets | $ 3,000,013 | $ 300,013 |
Goodwill | $ 0 | 7,283,276 |
Preferred stock, authorized | 100,000,000 | |
Total expenses | $ 416,000 | $ 7,283,276 |
Common Stock Shares | 2,456,634,910 | 1,256,900,534 |
Deferred revenue | $ 0 | $ 0 |
Impairment of intangible assets | 0 | 3,000,013 |
Allowance for doubtful accounts receivable | $ 204,377 | $ 365,223 |
one customer [Member] | ||
Accounts receivable | 24% | 48% |
Two customer [Member] | ||
Accounts receivable | 24% | 48% |
property and equipment [Member] | ||
Total expenses | $ 954,119 | |
Intangibles Assets[Member] | ||
Total expenses | 3,000,013 | |
right of use assets [Member] | ||
Total expenses | 3,224,487 | |
goodwill [Member] | ||
Goodwill | $ 0 | 104,657 |
Total expenses | 104,657 | |
telecommunications network [Member] | ||
Estimated useful lives | 5 years | |
telecommunications equipment [Member] | Minimum [Member] | ||
Estimated useful lives | 10 years | |
telecommunications equipment [Member] | Maximum [Member] | ||
Estimated useful lives | 7 years | |
computers and office equipment [Member] | ||
Estimated useful lives | 3 years | |
TPT MedTech | ||
Deferred revenue | $ 0 | 172,784 |
Ally Pharma Member | ||
Mezzanine stock, issued | 110,000,000 | |
Ownership percentage | 80% | |
Deferred revenue | $ 58,564 | $ 75,556 |
Total Services Revenues | ||
Percentage of common stock conversion | 60% | |
Series A Preferred Stock | ||
Preferred stock, authorized | 4,500,000,000 | |
Mezzanine stock, issued | 1,000,000 | 1,000,000 |
Common Shares [Member] | ||
Common Stock Shares | 15,000,000,000 |
ACQUISITIONS (Details)
ACQUISITIONS (Details) - Agreement and Plan of Merger | Dec. 31, 2023 USD ($) |
Accounts payable | $ 68,025 |
Consideration given at fair value | 68,025 |
Prepaid expenses | 4,250 |
Additional paid in capital | 63,775 |
Assets acquired at fair value | $ 68,025 |
ACQUISITIONS (Details 1)
ACQUISITIONS (Details 1) - The Fitness Container, LLC | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Note payable | $ 374,018 |
Credit cards assumed | 48,452 |
Preferred shares of TPT Strategic | 3,206 |
Consideration given at fair value | 425,676 |
Working capital | 143,122 |
Property and equipment | 2,170 |
Note receivable - related party | 271,179 |
Other assets | 9,205 |
Assets acquired at fair value | $ 425,676 |
ACQUISITIONS (Details Narrative
ACQUISITIONS (Details Narrative) - shares | 1 Months Ended | 12 Months Ended |
Jun. 29, 2022 | Dec. 31, 2023 | |
Gross profit Royalty from sales percentage | 10% | 86% |
Preferred shares | 500,000 | 500,000 |
Total common stock issued | 4,658,318 | |
Customer Base | ||
Description of merger agreement | 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] | ||
Interest rate | 6% | |
Preferred shares | 500,000 | |
Series A Preferred Stock | ||
Preferred shares | 500,000 | |
Convertible Promissory Notes | ||
Preferred shares | 200,000 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
GOING CONCERN | |||
Net loss | $ (10,401,590) | $ (21,749,920) | |
Net cash used in operating activities | 525,539 | 226,493 | |
Impairment of goodwill and long lived assets | 6,259,293 | 16,746,502 | |
Net increase in assets and liabilities | $ 4,776,925 | 3,738,248 | |
Net cash provided by financing activities | (180,525) | 483,363 | |
Proceeds from convertible notes payable, loans and advances and factoring agreements | 1,256,187 | 433,500 | 1,256,187 |
Payment on convertible loans, advances and factoring agreements | 1,391,580 | 83,620 | |
Payments on convertible notes and amounts payable - related parties | 1,391,580 | 166,188 | |
Net cash used in investing activities | (22,747) | 0 | $ (22,747) |
Share-based compensation | $ 16,746,502 | $ 6,259,293 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Accumulated depreciation | $ (77,859) | $ (75,404) |
Property, plant and equipment, gross | 77,859 | 77,859 |
Property and equipment, net | 0 | 2,455 |
Office Furniture and Equipment | ||
Property, plant and equipment, gross | 77,859 | 77,859 |
Medical equipment | ||
Property, plant and equipment, gross | 0 | 0 |
Telecommunications fiber and equipment | ||
Property, plant and equipment, gross | $ 0 | $ 0 |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Depreciation expense | $ 2,455 | $ 583,897 |
Impairment expenses | 7,283,276 | |
Goodwill | 104,657 | |
Intangibles | 3,000,013 | 300,013 |
Right of use assets | 3,224,487 | |
Property, plant and equipment, gross | 954,119 | |
Property And Equipment [Member] | ||
Depreciation expense | $ 2,455 | $ 583,968 |
DEBT FINANCING ARRANGEMENTS (De
DEBT FINANCING ARRANGEMENTS (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
DEBT FINANCING ARRANGEMENTS | ||
Loans and advances | $ 105,092 | $ 470,092 |
Convertible notes payable | 3,368,260 | 3,054,869 |
Factoring agreements | 537,066 | 577,177 |
Debt - third party | 4,010,418 | 4,102,138 |
Line of credit, related party secured by assets | 2,742,929 | 2,742,929 |
Debt - other related party, net of discounts | 2,015,500 | 2,015,500 |
Convertible debt - related party | 553,100 | 553,100 |
Shareholder debt | 567,620 | 4,150 |
Debt - related party | 5,879,149 | 5,315,679 |
Total financing arrangements | 9,889,567 | 9,417,817 |
Less current liabilities: | ||
Loans, advances and agreements - third party | (642,158) | (902,809) |
Convertible notes payable, third party | (3,368,260) | (3,054,869) |
Debt - related party, net of discount | (5,326,049) | (4,762,579) |
Convertible notes payable - related party | (553,100) | (553,100) |
Total | (9,889,567) | (9,273,357) |
Total long term debt | $ 0 | $ 144,460 |
DEBT FINANCING ARRANGEMENTS (_2
DEBT FINANCING ARRANGEMENTS (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||
Feb. 09, 2023 | Feb. 08, 2023 | Jun. 13, 2022 | Apr. 02, 2022 | Oct. 13, 2021 | Oct. 06, 2021 | May 06, 2020 | Oct. 31, 2023 | Apr. 30, 2022 | Apr. 27, 2022 | Jan. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2022 | |
Line of Credit balance | $ 40,000 | |||||||||||||||||||
Convertible note payable | 508,553 | |||||||||||||||||||
Interest expense | $ 253,318 | $ 704,411 | ||||||||||||||||||
Stock options | 8,000 | |||||||||||||||||||
Payment done by raise fund | $ 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) | |||||||||||||||||||
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 | |||||||||||||||||||
Promissory note included as part of consideration | $ 4,000,000 | |||||||||||||||||||
Proceeds from interest on debt | 2,000,000 | |||||||||||||||||||
Promissory note | $ 1,000,000 | $ 67,000 | ||||||||||||||||||
Research and development Expenses | $ 0 | 1,750,000 | ||||||||||||||||||
Promissory note non-interest bearing | $ 1,000,000 | |||||||||||||||||||
Convertible promissory note | 83,620 | 1,391,523 | $ 10,000 | |||||||||||||||||
Convertible into common stock per share | $ 1 | |||||||||||||||||||
Convertible promissory notes related party | 67,000 | $ 537,200 | $ 136,400 | |||||||||||||||||
Cash due to prior owners of the technology acquired | $ 350,000 | |||||||||||||||||||
Convertible Promissory Note | $ 3,368,260 | 3,054,869 | ||||||||||||||||||
Outstanding principal and interest | $ 685,682 | |||||||||||||||||||
Conversion price description | 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 years ended December 31, 2023 and 2022, 1800 Diagonal exercised its right to convert $146,903 and $90,000 of principal, interest into 127,426,443 and 63,560,606, respectively, of common shares leaving a balance of $0 in principal and accrued interest as of December 31, 2022 | Dated October 31, 2023, but consummated on November 8, 2023, TPT Global Tech, Inc. and 1800 Diagonal Lending LLC entered into a 9% Convertible Promissory Note totaling $83,750 (the “1800 Diagonal Note #3”). The 1800 Diagonal Note #3 bears interest at 9%, 22% upon default, is due August 15, 2024 and is convertible, with any outstanding accrued interest or fees, into restricted shares of Common Stock of the Company at a discount of 39% of the market. There are no warrants or options attached to this Note. The Company has initially reserved 600,000,000 shares of Common Stock for conversion pursuant to the Note | 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 | 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 December 31, 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 | ||||||||||||||||
Outstanding Shares of principal and interest | $ 137,136 | |||||||||||||||||||
Balance to be purchased and sold | $ 166,188 | $ 0 | ||||||||||||||||||
Debt instrument converted amount shares issued | 1,140,904,043 | 333,871,496 | ||||||||||||||||||
Proceeds from convertible notes, loans and advances | $ 1,256,187 | $ 433,500 | $ 1,256,187 | |||||||||||||||||
Preferred stock share exchanged | 384,500 | |||||||||||||||||||
Mr. Advance Agreement | ||||||||||||||||||||
Effective interest rate | 36% | |||||||||||||||||||
Net of discounts | 214,484 | |||||||||||||||||||
Balance to be purchased and sold | $ 411,000 | |||||||||||||||||||
Received, net of fees | 270,715 | |||||||||||||||||||
Payment per week | $ 8,935 | |||||||||||||||||||
Duration of weekly payment | 46 | |||||||||||||||||||
CLOUDFUND Agreement | ||||||||||||||||||||
Effective interest rate | 36% | |||||||||||||||||||
Net of discounts | 244,670 | |||||||||||||||||||
Balance to be purchased and sold | $ 411,000 | |||||||||||||||||||
Received, net of fees | 272,954 | |||||||||||||||||||
Payment per week | $ 8,935 | |||||||||||||||||||
Duration of weekly payment | 46 | |||||||||||||||||||
Fox Capital Agreement [Member] | ||||||||||||||||||||
Effective interest rate | 36% | |||||||||||||||||||
Net of discounts | $ 78,313 | |||||||||||||||||||
Balance to be purchased and sold | $ 138,000 | |||||||||||||||||||
Received, net of fees | 90,000 | |||||||||||||||||||
Payment per week | $ 4,313 | |||||||||||||||||||
Duration of weekly payment | 32 | |||||||||||||||||||
Copperhead Digital Shareholders [Member] | ||||||||||||||||||||
Line of Credit bears variable interest rate | 2% | |||||||||||||||||||
LIBOR rate | 4.40% | |||||||||||||||||||
Common stock reserved to pay off line of credit | 1,000,000 | |||||||||||||||||||
Balance line of credit | $ 2,597,790 | |||||||||||||||||||
Shareholders loanedto company | 445,600 | |||||||||||||||||||
Stock options value | 85,120 | |||||||||||||||||||
Proceeds from convertible notes, loans and advances | 537,200 | |||||||||||||||||||
Principal balance | 300,461 | |||||||||||||||||||
Two related parties [Member] | ||||||||||||||||||||
Adjustable interest rate description | bear 6% annual interest (12% default interest rate) | |||||||||||||||||||
Convertible Promissory Note | $ 62,000 | |||||||||||||||||||
Media Live One Platform [Member] | ||||||||||||||||||||
Promissory note | 1,000,000 | |||||||||||||||||||
VuMe technology [Member] | ||||||||||||||||||||
Promissory note | 4,000,000 | |||||||||||||||||||
Research and development Expenses | 1,750,000 | |||||||||||||||||||
Deposit | $ 200,000 | |||||||||||||||||||
Former officer [Member] | ||||||||||||||||||||
Convertible Promissory Note | $ 5,000 | |||||||||||||||||||
FirstFire Global Opportunities Fund, LLC [Member] | ||||||||||||||||||||
Convertible Promissory Note | $ 1,087,000 | |||||||||||||||||||
Principal amount | $ 57,195 | |||||||||||||||||||
Common stock shares | 509,055,556 | |||||||||||||||||||
Original issue discount | 8% | |||||||||||||||||||
Description of discount opening preces | 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 Fund I, LP [Member] | ||||||||||||||||||||
Convertible Promissory Note | $ 271,250 | |||||||||||||||||||
Convertible amount | 660,660 | |||||||||||||||||||
Accrued interest | 414,419 | 664,028 | ||||||||||||||||||
Principal amount | $ 826,833 | $ 698,090 | ||||||||||||||||||
Common stock shares | 168,750,000 | 462,000,000 | ||||||||||||||||||
Original issue discount | 8% | |||||||||||||||||||
Interest rate | 10% | |||||||||||||||||||
Default rate | 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 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 Investment Fund LP [Member] | ||||||||||||||||||||
Convertible Promissory Note | $ 815,250 | |||||||||||||||||||
Convertible amount | $ 192,230 | |||||||||||||||||||
Accrued interest | $ 300,675 | 272,688 | ||||||||||||||||||
Common stock shares | 40,090,000 | |||||||||||||||||||
Original issue discount | 8% | |||||||||||||||||||
Interest rate | 10% | |||||||||||||||||||
Default rate | 24% | |||||||||||||||||||
Conversion description | 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 | |||||||||||||||||||
Talos Victory Fund, LLC [Member] | ||||||||||||||||||||
Convertible Promissory Note | $ 271,750 | |||||||||||||||||||
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 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 | |||||||||||||||||||
Diagonal Lending LLC | ||||||||||||||||||||
Convertible Promissory Note | $ 330,000 | $ 81,675 | $ 200,760 | |||||||||||||||||
Original issue discount | 9% | 9% | 12% | |||||||||||||||||
Original issue discount amount | $ 30,000 | $ 7,425 | ||||||||||||||||||
Interest rate | 20% | 22% | 22% | |||||||||||||||||
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 December 31, 2023, First Fire has not exercised its right to convert any balances into common shares leaving a balance of $495,000 in principal and $103,950 in accrued interest as of December 31, 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 | ||||||||||||||||||
Interest description | $33,000 of interest is considered earned at the issue date. | |||||||||||||||||||
Blue Lake Partners, LLC [Member] | ||||||||||||||||||||
Convertible amount | $ 360,447 | 8,165 | ||||||||||||||||||
Accrued interest | $ 6,941 | 0 | ||||||||||||||||||
Principal amount | $ 360,447 | |||||||||||||||||||
Common stock shares | 48,059,600 | 48,059,600 | ||||||||||||||||||
May 28, 2019 [Member] | ||||||||||||||||||||
Bank loan | $ 360,000 | |||||||||||||||||||
Monthly payment of principal and interest | $ 40,000 | |||||||||||||||||||
June 4, 2019 [Member] | Odyssey Capital Funding, LLC [Member] | ||||||||||||||||||||
Adjustable interest rate description | interest at the rate of 12% (24% default) | |||||||||||||||||||
Convertible Promissory Note | $ 525,000 | |||||||||||||||||||
Debt instrument converted amount, interest | 4,116 | |||||||||||||||||||
Debt instrument converted amount, principal | $ 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 | |||||||||||||||||||
Convertible Promissory Note repayment description | The Odyssey Convertible Promissory Note could be prepaid in full at 125% to 145% up to 180 days from origination | |||||||||||||||||||
Debt instrument converted amount shares issued | 52,961,921 | |||||||||||||||||||
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 | |||||||||||||||||||
June 11, 2019 [Member] | EMA [Member] | ||||||||||||||||||||
Interest rate description | interest at the rate of 12% (principal amount increases 200% and interest rate increases to 24% under default) | |||||||||||||||||||
Convertible Promissory Note | $ 250,000 | |||||||||||||||||||
Debt instrument converted amount, principal | $ 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 | |||||||||||||||||||
Convertible Promissory Note repayment description | The EMA Convertible Promissory Note may be prepaid in full at 135% to 150% up to 180 days from origination | |||||||||||||||||||
Debt instrument converted amount shares issued | 147,700,000 | |||||||||||||||||||
Warrants issued | 1,000,000 | |||||||||||||||||||
Accrued interest | $ 527,216 | $ 479,781 | ||||||||||||||||||
Mr. and Mrs. Caudle | ||||||||||||||||||||
Payment done by raise fund | 1,000,000 | |||||||||||||||||||
Total Services Revenues | ||||||||||||||||||||
Note payable | $ 350,000 | |||||||||||||||||||
Purchase of Series A Preferred shares | 500,000 | |||||||||||||||||||
Convertible promissory note | $ 500,000 | $ 10,000 | ||||||||||||||||||
Interest rate | 10% | |||||||||||||||||||
Purchase price | $ 350,000 | |||||||||||||||||||
Registration of common shares | 7,500,000 | |||||||||||||||||||
Net sales proceeds | $ 185,000 | |||||||||||||||||||
Series E Preferred Stock | ||||||||||||||||||||
Effective interest rate | 75% | |||||||||||||||||||
Note payable | $ 500,000 | |||||||||||||||||||
Represents part of note payable | 115,500 | |||||||||||||||||||
Accrued interest | 137,595 | $ 49,985 | ||||||||||||||||||
Preferred stock share exchanged | 104,961 | |||||||||||||||||||
Series C Preferred Stock | ||||||||||||||||||||
Convertible note payable | $ 553,100 | |||||||||||||||||||
Notes repaid | $ 106,000 | |||||||||||||||||||
Series B Preferred Stock | Copperhead Digital Shareholders [Member] | ||||||||||||||||||||
Preferred stock share exchanged | 60,092 |
DERIVATIVE FINANCIAL INSTRUME_3
DERIVATIVE FINANCIAL INSTRUMENTS (Details) - Level 3 - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Derivative liability, beginning | $ 4,822,398 | $ 4,042,910 |
Change in derivative liabilities from new notes payable | 561,164 | 622,518 |
Change in derivative liability from conversion of notes payable | (991,929) | (493,101) |
Change in derivative liability - derivative expense | 5,436,087 | 650,071 |
Derivative liability, ending | $ 9,827,723 | $ 4,822,398 |
DERIVATIVE FINANCIAL INSTRUME_4
DERIVATIVE FINANCIAL INSTRUMENTS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Warrants | ||
Change in fair value of derivative liabilities | $ 40,817 | |
Convertible Notes | ||
Change in fair value of derivative liabilities | $ 9,786,906 | |
Derivative Liability | ||
Dividend yield | 0% | |
Quoted market price | $ 0.001 | |
Expected life | 0.167 to 3.08 years | |
Derivative Liability | Minimum | ||
Expected volatility | 214.20% | |
Weighted average risk-free interest rate | 4.01% | |
Derivative Liability | Maximum | ||
Expected volatility | 558.30% | |
Weighted average risk-free interest rate | 5.06% | |
Level 3 | ||
Derivative liability | $ 9,827,723 | |
Change in fair value of derivative liabilities | 9,827,723 | |
Gain from change in fair value of debt derivatives | $ 5,436,087 | $ 650,071 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Current: | ||
Federal state and local | $ 0 | $ 0 |
Total current | 0 | 0 |
Deferred: | ||
Federal State and local benefit | (2,188,648) | (4,567,483) |
Net operating loss, net of state tax effect | (60,546) | (60,546) |
Meals and entertainment | 12,347 | 616 |
Stock based expenses | 20,591 | 4,473 |
Impairment | 0 | 1,529,488 |
Amortization | 0 | 137,808 |
Derivative expense | 1,141,578 | 136,515 |
Gain on extinguishment | (132,766) | 472,099 |
Change in allowance | 1,207,444 | 2,347,030 |
Total benefit | $ 0 | $ 0 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
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, 2023 | Dec. 31, 2022 |
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 | 795,339 | 1,936,917 |
Intangible assets amortization | 2,122,194 | 1,687,645 |
Net operating loss carry forwards | 9,154,645 | 8,011,600 |
Stock based compensation | 2,176,660 | 2,016,952 |
Loss (gain) on debt extinguishment | 339,333 | (1,207,765) |
Less: valuation allowance | (14,588,170) | 12,445,349 |
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, 2023 | Dec. 31, 2022 |
INCOME TAXES | ||
Net operating loss carry forwards | $ 44,000,000 | $ 38,000,000 |
STOCKHOLDERS DEFICIT (Details)
STOCKHOLDERS DEFICIT (Details) | 12 Months Ended |
Dec. 31, 2023 shares | |
STOCKHOLDER'S DEFICIT | |
Shares receivable under terminated acquisition agreement | (3,096,181) |
Net commitment | (3,096,181) |
STOCKHOLDERS DEFICIT (Details N
STOCKHOLDERS DEFICIT (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||||
Sep. 08, 2023 | Aug. 06, 2023 | Dec. 18, 2023 | Oct. 26, 2023 | Jan. 31, 2022 | Dec. 29, 2020 | May 31, 2018 | Feb. 28, 2015 | Dec. 31, 2023 | Dec. 31, 2022 | Nov. 10, 2021 | Jul. 06, 2021 | |
Preferred stock share authorized | 100,000,000 | |||||||||||
Common stock, authorized | 4,500,000,000 | 4,500,000,000 | ||||||||||
Expenses | $ 416,000 | $ 7,283,276 | ||||||||||
Common stock, issued | 2,456,634,910 | 1,256,900,534 | ||||||||||
Common stock, outstanding | 2,456,634,910 | 1,256,900,534 | ||||||||||
Loss on extinguishment | $ 632,220 | $ (2,248,092) | ||||||||||
Subscription payable | $ 3,265 | |||||||||||
Common stock issued for conversion of debt | 1,140,904,043 | 333,871,496 | ||||||||||
Common stock value | $ 2,456,635 | $ 1,256,901 | ||||||||||
Principal, interest, penalties and fees | $ 846,479 | 1,076,782 | ||||||||||
Common stock issued in exchange legal libilities | 1,000,000 | |||||||||||
Derivative liabilities | $ 9,827,723 | $ 4,822,398 | ||||||||||
Convertible notes payable | $ 508,553 | |||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||||||||
Deficiency from net sales proceeds from sales of the shares | $ 185,000 | |||||||||||
Late Fes | 16,000 | |||||||||||
Installment payment | $ 20,000 | |||||||||||
Director Member | ||||||||||||
Vested number of share | 3,000,000 | |||||||||||
Expenses | $ 42,600 | |||||||||||
Michael A Littman Atty [Member] | ||||||||||||
Number of share issue | 7,500,000 | |||||||||||
Holly wood Rivera, LLC and HRS Mobile LLC ("HRS") | ||||||||||||
Common stock, issued | 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% | |||||||||||
IST [Member] | ||||||||||||
Non-controlling interest ownership | 0% | |||||||||||
Board Member | Common Stock Issued for Services[Member] | ||||||||||||
Expenses | $ 1,100 | $ 800 | ||||||||||
Shares Granted | 1,000,000 | 2,000,000 | ||||||||||
Board of Directors Member | Common Stock Issued for Services[Member] | ||||||||||||
Shares Granted | 52,830,333 | |||||||||||
Capital raising fee | $ 75,000 | |||||||||||
TPTW Member | ||||||||||||
cash | $ 75,000 | |||||||||||
Expenses | $ 85,628 | |||||||||||
Shares issue during the period | 52,830,333 | |||||||||||
Fire [Member] | ||||||||||||
Derivative liabilities | $ 9,827,723 | |||||||||||
Opening price | 110% | |||||||||||
Warrant issued considered as dervative liabilities | $ 40,817 | |||||||||||
QuikLAB [Member] | ||||||||||||
Statement of operations | 12 | $ 12,025 | ||||||||||
Investment | 470,000 | |||||||||||
Investor investment | 10,000 | |||||||||||
Reclassified to an accounts payable | $ 60,000 | |||||||||||
Owning percentage | 20% | |||||||||||
Ownership percentage | 80% | |||||||||||
TPT Asia [Member] | ||||||||||||
Non-controlling interest ownership | 78% | |||||||||||
Aire Fitness | ||||||||||||
Non-controlling interest ownership | 75% | |||||||||||
After January 17, 2024 | ||||||||||||
Common stock, authorized | 15,000,000,000 | |||||||||||
Convertible Promissory Note [Member] | Consultant Member | ||||||||||||
Bonus for service rendered | 325,000,000 | |||||||||||
InnovaQor, Air Fitness,TPT Asia and IST | ||||||||||||
Statement of operations | $ 11,376 | 5,380 | ||||||||||
Conversion Of Debt Member | ||||||||||||
Loss on extinguishment | 632,220 | 363,112 | ||||||||||
Common stock value | 1,206,188 | $ 1,439,894 | ||||||||||
Agreement to Convert Debt [Member] | ||||||||||||
Principal amount | $ 2,397,329 | |||||||||||
Series A Preferred Stock | ||||||||||||
Preferred stock share authorized | 4,500,000,000 | |||||||||||
Preferred stock, authorized | 1,000,000 | |||||||||||
Option per shares | $ 100 | |||||||||||
Compensation expense | $ 3,117,000 | |||||||||||
Extinguishment and fair valued | $ 42,983,742 | |||||||||||
Deemed dividend resulting from the fair value measurement | $ 39,866,742 | |||||||||||
Series A Preferred Stock | Mr. Thomas [Member] | ||||||||||||
Preferred stock share authorized | 1,000,000 | |||||||||||
Series B Preferred Stock | ||||||||||||
Preferred stock share authorized | 3,000,000 | |||||||||||
Preferred Stock, outstanding | 2,588,693 | |||||||||||
Preferred Stock share price | $ 2 | |||||||||||
Conversion price | $ 2 | |||||||||||
Series D Preferred Stock | ||||||||||||
Preferred stock share authorized | 100,000,000 | |||||||||||
Preferred Stock, outstanding | 46,649 | |||||||||||
Purchased of share | $ 233,244 | |||||||||||
Purchased share | 46,649 | |||||||||||
Cumulative Annual Dividends rate | 6% | |||||||||||
Average market per share | $ 5 | |||||||||||
Divided rate per share | 5 | |||||||||||
Accrued unpaid dividends rate per shares | $ 5 | |||||||||||
Percent of converted common stock | 75% | |||||||||||
Preferred stock, par value | $ 0.001 | |||||||||||
Series D Preferred Stock | CEO [Member] | ||||||||||||
Purchased of share | $ 183,244 | |||||||||||
Purchased share | 36,649 | |||||||||||
Series D Preferred Stock | Minimum | ||||||||||||
Percent of redemption | 115% | |||||||||||
Series D Preferred Stock | Maximum | ||||||||||||
Percent of redemption | 140% | |||||||||||
Series E Preferred Stock | ||||||||||||
Preferred stock share authorized | 10,000,000 | 100,000,000 | ||||||||||
Loss on extinguishment | $ 2,356,794 | |||||||||||
Cumulative Annual Dividends rate | 6% | |||||||||||
Average market per share | $ 5 | |||||||||||
Divided rate per share | 5 | |||||||||||
Accrued unpaid dividends rate per shares | $ 5 | |||||||||||
Common stock, par value | $ 0.001 | |||||||||||
Financing arrangements amount | $ 10,987,307 | |||||||||||
Fair value by third party valuation | $ 6.53 | |||||||||||
Series E Preferred Stock | Noteholder [Member] | ||||||||||||
Preferred Stock, outstanding | 2,043,507 | |||||||||||
Series E Preferred Stock | Minimum | ||||||||||||
Percent of redemption | 115% | |||||||||||
Series E Preferred Stock | Maximum | ||||||||||||
Percent of redemption | 140% | |||||||||||
Series C Preferred Stock | ||||||||||||
Preferred stock share authorized | 3,000,000 | |||||||||||
Preferred Stock share price | $ 2 | |||||||||||
Conversion price | $ 0.15 | |||||||||||
Convertible notes payable | $ 553,100 | |||||||||||
Warrants [Member] | ||||||||||||
Warrants outstanding | 129,116,666 | |||||||||||
Warrant purchase | 1,000,000 | |||||||||||
Warrant common shares | 1,000,000 | |||||||||||
Current market price | 70% | |||||||||||
Common Stock Reservations [Member] | ||||||||||||
Common stock shares for consideration | 20,000,000 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
COMMITMENTS AND CONTINGENCIES | ||
Related parties | $ 1,308,051 | $ 831,502 |
General operating | 5,288,994 | 5,395,422 |
Accrued interest on debt | 3,002,630 | 2,095,955 |
Credit card balances | 148,568 | 167,517 |
Accrued payroll and other expenses | 1,911,997 | 951,022 |
Taxes and fees payable | 642,640 | 642,640 |
Total | $ 12,302,880 | $ 10,084,058 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Details 1) | Dec. 31, 2023 USD ($) |
Operating Lease Liabilities | |
2024 | $ 8,493,165 |
2025 | 503,128 |
2026 | 152,853 |
2027 | 9,755 |
2028 | 3,882 |
Thereafter | 62,117 |
Total operating lease liabilities | 9,224,900 |
Amount representing interest | (147,670) |
Total net present value | 9,077,230 |
Financing lease obligations | |
2024 | 738,847 |
2025 | 0 |
2026 | 0 |
2027 | 0 |
2028 | 0 |
Thereafter | 0 |
Total financing lease liabilities | 738,847 |
Amount representing interest | 0 |
Total future payments | $ 738,847 |
COMMITMENTS AND CONTINGENCIES_4
COMMITMENTS AND CONTINGENCIES (Details 2) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Potentially dilutive securities | 290,983,922,753 | 19,890,294,603 |
Convertible Promissory Note | ||
Potentially dilutive securities | 73,476,125,073 | |
Series A Preferred Stock | ||
Potentially dilutive securities | 175,986,864,598 | 12,610,847,082 |
Series B Preferred Stock | ||
Potentially dilutive securities | 2,588,693 | 2,588,693 |
Series D Preferred Stock | ||
Potentially dilutive securities | 923,742,574 | 74,998,392 |
Series E Preferred Stock | ||
Potentially dilutive securities | 40,465,485,149 | 3,285,381,029 |
Stock Options and Warrants | ||
Potentially dilutive securities | 129,116,666 | 129,116,666 |
Stock Contingencies | ||
Potentially dilutive securities | 290,983,922,753 |
COMMITMENTS AND CONTINGENCIES_5
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 12 Months Ended | ||
May 06, 2020 | Dec. 31, 2023 | Dec. 31, 2022 | |
Operating lease | $ 0 | $ 0 | |
Related party debt | 0 | 45,132 | |
Lease First six Month | 4,150 | ||
Lease Second Year | 8,300 | ||
Lease Second to Third Year | 356,350 | ||
Lease Third to Fourth Year | $ 8,549 | ||
Operating agreement | October 1, 2020 for $7,140 per month | ||
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 | ||
Annual salary | $ 250,000 | ||
Lease expense | $ 941,142 | ||
Lease term descriptions | operating agreement to lease colocation space for 5 years | ||
Rent and utility | $ 30,000 | 30,000 | |
Related party current portion | $ 1,092,944 | 842,340 | |
Weighted average discount rate | 10% | ||
Operating agreement to lease | 2 years 5 months 8 days | ||
Customer liability | $ 338,725 | $ 338,725 | |
Net of advances to related parties | $ 107,757 | ||
Preferred stock, authorized | 100,000,000 | ||
Mr Advance [Member] | |||
Related party debt | $ 624,531 | ||
Remitted amount to related pary | 87,065 | ||
Accrued balance | 537,466 | ||
Legal and other fees | $ 633,264 | ||
Aire Fitness | |||
Issuance of restricted common shares | 500,000 | ||
Issuance of Per Share | $ 1 | ||
Stock issued to non-controlling interest owners | 500,000 | ||
Mr. Serrett | |||
Attorney fees | $ 3,500 | ||
Interest rate | 5% | ||
Loss contingency | $ 75,000 | ||
Back pay and benefits | $ 70,650 | ||
Default judgement date | May 15, 2018 | ||
Series A Preferred Stock | |||
Preferred stock, authorized | 4,500,000,000 | ||
Percentage of common stock conversion | 60% | ||
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 | 2,959,594 | ||
Amount claimed | 2,891,886 | ||
Tower lease agreements | |||
Accounts Payable | 5,926,731 | ||
Amount claimed | 5,556,484 | ||
AHS Staffing[Member] | |||
Accounts Payable | 120,967 | ||
Amount claimed | $ 159,959 | ||
Securities Purchase Agreement | EMA Financial, LLC | |||
Description of negative outcome | The Company does not believe at this time that any negative outcome would result in more than the $1,006,997 it has recorded on its balance sheet as of December 31, 2023 | ||
Loss exposure claimed in excess | $ 7,614,967 |
RELATED PARTY ACTIVITY (Details
RELATED PARTY ACTIVITY (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Apr. 17, 2018 | |
RELATED PARTY ACTIVITY | |||
Due to related parties | $ 1,308,051 | $ 831,502 | |
Due to management | $ 0 | $ 265,273 | |
Company fees | 50% | ||
Description | According to an agreement, as modified, with Mr. Reginald Thomas, he is to receive $5,000 per quarter and received 1,000,000 shares of restricted common stock valued at approximately $120,000 which is fully vested. The quarterly payment of $5,000 may be suspended by the Company if the Company has not been adequately funded |
SEGMENT REPORTING (Details)
SEGMENT REPORTING (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue from operation | $ 3,297,916 | $ 7,309,996 |
Cost of revenue | (2,335,775) | (5,798,031) |
Net loss | (10,401,590) | (21,749,920) |
Depreciation and amortization | (2,455) | (1,240,125) |
Impairment/loss gain on debt extinguishment | 632,220 | 9,531,368 |
Derivative (gain) expense | (5,436,087) | (650,071) |
Interest expense | (1,759,399) | (4,755,386) |
TOTAL ASSETS | 104,629 | 1,031,240 |
Deemed dividend related to modification of Series A Preferred Stock | (39,866,742) | |
Impairment/gain on debt extinguishment | (632,220) | (9,531,368) |
Interest expense | 1,759,399 | 4,755,386 |
Blue Collar | ||
Revenue from operation | 285,092 | 1,522,490 |
Cost of revenue | (141,892) | (895,890) |
Net loss | (475,818) | (1,282,145) |
Depreciation and amortization | 0 | (6,820) |
Impairment/loss gain on debt extinguishment | 0 | 1,042,636 |
Derivative (gain) expense | 0 | 0 |
Interest expense | (12,653) | (98,179) |
TOTAL ASSETS | 29,947 | 643,029 |
Deemed dividend related to modification of Series A Preferred Stock | 0 | |
Impairment/gain on debt extinguishment | 0 | (1,042,636) |
Interest expense | 12,653 | 98,179 |
Corporate and other | ||
Revenue from operation | 5,440 | 268,741 |
Cost of revenue | (44,089) | (281,871) |
Net loss | (10,142,740) | (14,592,951) |
Depreciation and amortization | (2,455) | (657,933) |
Impairment/loss gain on debt extinguishment | 632,220 | 4,205,469 |
Derivative (gain) expense | (5,436,087) | (650,071) |
Interest expense | (1,699,392) | (4,086,708) |
TOTAL ASSETS | 0 | 316,325 |
Deemed dividend related to modification of Series A Preferred Stock | (39,866,742) | |
Impairment/gain on debt extinguishment | (632,220) | (4,205,469) |
Interest expense | 1,699,392 | 4,086,708 |
TPT SpeedConnect | ||
Revenue from operation | 3,007,384 | 5,429,010 |
Cost of revenue | (2,149,794) | (4,620,270) |
Net loss | 218,603 | (5,614,104) |
Depreciation and amortization | 0 | (530,579) |
Impairment/loss gain on debt extinguishment | 0 | 4,283,263 |
Derivative (gain) expense | 0 | 0 |
Interest expense | (47,355) | (570,499) |
TOTAL ASSETS | 70,875 | 68,086 |
Deemed dividend related to modification of Series A Preferred Stock | 0 | |
Impairment/gain on debt extinguishment | 0 | (4,283,263) |
Interest expense | 47,355 | 570,499 |
TPT MedTech and QuickLABS | ||
Revenue from operation | 0 | 89,755 |
Cost of revenue | 0 | 0 |
Net loss | (1,635) | (260,720) |
Depreciation and amortization | 0 | (44,793) |
Impairment/loss gain on debt extinguishment | 0 | 0 |
Derivative (gain) expense | 0 | 0 |
Interest expense | 0 | 0 |
TOTAL ASSETS | 3,807 | 3,800 |
Deemed dividend related to modification of Series A Preferred Stock | 0 | |
Impairment/gain on debt extinguishment | 0 | 0 |
Interest expense | $ 0 | $ 0 |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details) - Discontinued operations for IST - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Assets of IST | $ 633,095 | $ 616,263 |
Liabilities of IST | 759,196 | |
Net liabilities of IST recognized gain on disposal of discontinued operations | $ 126,101 |
DISCONTINUED OPERATIONS (Deta_2
DISCONTINUED OPERATIONS (Details 1) - Discontinued operations for IST - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Assets of IST | $ 633,095 | $ 616,263 |
Liabilities of IST | $ 717,414 |
DISCONTINUED OPERATIONS (Deta_3
DISCONTINUED OPERATIONS (Details 2) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Net loss | $ (10,401,590) | $ (21,749,920) | |
Depreciation expense | 2,455 | 583,897 | |
Accounts receivable | (21,945) | 96,127 | |
Accounts payable | $ 1,391,580 | 166,188 | |
Net cash used in financing activities of discontinued operations | (32,705) | (28,671) | |
Cash and cash equivalents - beginning of period | $ 518,066 | 59,630 | 518,066 |
Cash and cash equivalents - end of period | 17,454 | 59,630 | |
Discontinued operations for IST | |||
Net loss | (557) | ||
Depreciation expense | 91 | ||
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 | ||
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) | ||
Net change in cash of discontinued operations | (28,671) | ||
Cash and cash equivalents - beginning of period | 28,671 | ||
Cash and cash equivalents - end of period | $ 0 | $ 28,671 |
DISCONTINUED OPERATIONS (Deta_4
DISCONTINUED OPERATIONS (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | |
Revenue from operation | $ 3,297,916 | $ 7,309,996 | |
Discontinued operations for IST | |||
Revenue from operation | 107,639 | ||
Revenue | 1,090,047 | ||
Net loss | $ (557) | ||
Net liabilities of IST recognized gain on disposal of discontinued operations | $ 126,101 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||
Mar. 06, 2024 | Feb. 12, 2024 | Feb. 02, 2024 | Apr. 15, 2024 | Mar. 25, 2024 | Feb. 15, 2024 | Dec. 31, 2023 | Jan. 17, 2024 | Dec. 31, 2022 | |
Converted common stock | 410,050,045 | ||||||||
Convertible promissory note | $ 508,553 | ||||||||
Common stock shares authorized | 4,500,000,000 | 4,500,000,000 | |||||||
Common shares par value | $ 0.001 | $ 0.001 | |||||||
February 12 2024 [Member] | TPT Global Tech Inc And Securities Purchase Agreement [Member] | |||||||||
Converted common stock | 750,000,000 | ||||||||
Interest rate | 22% | ||||||||
Earned interest amount | $ 11,040 | ||||||||
Cash received | 75,000 | ||||||||
Debt discount | $ 12,000 | ||||||||
Required payments description | Required payments shall be 9 monthly payments of $11,449 starting March 15, 2024 with a total payback of $103,040 | ||||||||
Earned interest rate | 12% | ||||||||
Convertible promissory note | $ 92,000 | ||||||||
Reserve common stock shares | 750,000,000 | ||||||||
Average market price discount rate | 35% | ||||||||
March 25 2024 [Member] | TPT Global Tech, Inc. and Diagonal Lending LLC [Member] | |||||||||
Converted common stock | 1,400,000,000 | ||||||||
Interest rate | 22% | ||||||||
Earned interest amount | $ 12,540 | ||||||||
Cash received | 50,000 | ||||||||
Debt discount | $ 11,000 | ||||||||
Required payments description | Required payments shall be $47,124 on September 30, 2024 and $10,472 on each of October 30 2024, November 30, 2024 and December 30, 2024 with a total payback of $78,540 | ||||||||
Convertible promissory note | $ 66,000 | ||||||||
Average market price discount rate | 39% | ||||||||
May 6 2024 [Member] | FirstFire Global Opportunity Fund LLC [Member] | |||||||||
Convertible promissory note | $ 75,000 | ||||||||
Advance received from related party | $ 40,000 | ||||||||
Description of reserve common stock shares | There is no agreed upon definite terms as of the advance but that they include convertibility to common shares at a discount to market and a reservation of 1,250,000,000 common shares with the transfer agent for conversion. 625,000,000 of these shares have been reserved at the tie of the advance | ||||||||
April 15, 2024 [Member] | Mr Jones [Member] | |||||||||
Payment received from related party | $ 375,000 | ||||||||
Preferred Shares price per share | $ 5 | ||||||||
Shares based compensation | 75,000 | ||||||||
January 17, 2024 [Member] | |||||||||
Common stock shares authorized | 10,500,000,000 | ||||||||
February 1 2024 [Member] | |||||||||
Common Shares granted | 3,500,000,000 | ||||||||
Common shares par value | $ 0.001 | ||||||||
Equity Commitment Agreement [Member] | February 15 2024 [Member] | |||||||||
Common stock shares sold | $ 3,000,000 | ||||||||
Payment of finders fee increment description | The Company will pay a finders fee on each increment drawn of up to 8% in cash and 8% in restricted common shares of the Company |