UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-Q

 

 (Mark One)

 

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2023

 

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

 

For the transition period from __________ to ___________

 

Commission file number: 333-222094

 

TPT Global Tech, Inc.

(Exact name of registrant as specified in its charter)

 

Florida

 

81-3903357

(State or other jurisdiction of incorporation or organization)

 

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

 

 

 

501 West Broadway, Suite 800

San Diego, CA

 

92101

(Address of principal executive offices)

 

(Zip Code)

 

(619) 301-4200

(Registrant’s telephone number, including area code)

 

______________________________________

 

(Former Address and phone of principal executive offices)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

---

 

--- 

 

---

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days.

 

Yes

  ☒

 

No

  ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 for Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

 

Yes

  ☒

 

No

  ☐

 

Indicate by check mark whether the registrant is a large accelerated file, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

 

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 13(a) of the Securities Act. 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

Yes

 

 

No

  ☒

 

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

 

As of October 26, 2023, there were 1,882,579,354 shares of the registrant’s common stock, $0.001 par value, issued and outstanding.

 

 

 

TABLE OF CONTENTS

 

 

 

Page

 

PART 1 – FINANCIAL INFORMATION

 

 

 

 

Item 1.

Financial Statements

3

 

 

 

 

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

3

 

 

 

 

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

5

 

 

 

 

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

6

 

 

 

 

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

7

 

 

 

 

Notes to the Condensed Consolidated Financial Statements (Unaudited)

9

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

33

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk – Not Applicable

34

 

 

 

Item 4.

Controls and Procedures

35

 

 

 

 

PART II- OTHER INFORMATION

 

 

 

 

Item 1.

Legal Proceedings

36

 

 

 

Item 1A.

Risk Factors – Not Applicable

37

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

37

 

 

 

Item 3.

Defaults Upon Senior Securities

38

 

 

 

Item 4.

Mine Safety Disclosure – Not Applicable

39

 

 

Item 5.

Other Information – Not Applicable

39

 

Item 6.

Exhibits

39

 

 

 

 

Signatures

40

 

 
2

Table of Contents

 

PART I – FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

TPT Global Tech, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

 

Assets

 

 

June 30,

 

 

December 31,

 

 

 

2023

 

 

2022

 

 

 

(Unaudited)

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

Cash and cash equivalents

 

$8,489

 

 

$88,301

 

Accounts receivable, net

 

 

228,521

 

 

 

193,917

 

Accounts receivable – related party

 

 

263,234

 

 

 

518,871

 

Notes receivable, net

 

 

55,938

 

 

 

64,393

 

Prepaid expenses and other current assets

 

 

119,189

 

 

 

119,908

 

Total current assets

 

 

675,371

 

 

 

985,390

 

NON-CURRENT ASSETS

 

 

 

 

 

 

 

 

Property and equipment, net

 

 

2,018

 

 

 

4,564

 

Deposits and other assets

 

 

42,423

 

 

 

64,486

 

Total non-current assets

 

 

44,441

 

 

 

69,050

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$719,812

 

 

$1,054,440

 

 

Liabilities and Stockholders' DEFICIT

 

Current liabilities

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$10,905,369

 

 

$10,450,711

 

Deferred revenue

 

 

 

 

 

75,556

 

Customer liability

 

 

338,725

 

 

 

338,725

 

Current portion of loans, advances and factoring agreements

 

 

1,463,585

 

 

 

1,276,770

 

Convertible notes payable, net of discounts

 

 

3,361,729

 

 

 

3,054,869

 

Notes payable - related parties, net of discounts

 

 

4,803,431

 

 

 

4,762,579

 

Convertible notes payable – related parties, net of discounts

 

 

553,100

 

 

 

553,100

 

Derivative liabilities

 

 

5,353,402

 

 

 

4,822,398

 

Current portion of operating lease liabilities

 

 

7,274,336

 

 

 

5,897,274

 

Financing lease liabilities – related party

 

 

724,812

 

 

 

710,776

 

Total current liabilities

 

 

34,778,489

 

 

 

31,942,758

 

 

 

 

 

 

 

 

 

 

NON-CURRENT LIABILITIES

 

 

 

 

 

 

 

 

Loans, advances and factoring agreements, net of current portion and discounts

 

 

 

 

 

144,460

 

Operating lease liabilities, net of current portion

 

 

991,797

 

 

 

1,932,599

 

Total non-current liabilities

 

 

991,797

 

 

 

2,077,059

 

Total liabilities

 

 

35,770,286

 

 

 

34,019,817

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

See accompanying notes to condensed consolidated financial statements.

 

 
3

Table of Contents

 

TPT Global Tech, Inc.

Condensed Consolidated Balance Sheets - CONTINUED

 

 

 

June 30,

 

 

December 31,

 

 

 

2023

 

 

2022

 

 

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

MEZZANINE EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

Convertible Preferred Series A, 1,000,000 designated - 1,000,000 shares issued and outstanding as of June 30, 2023 and December 31, 2022

 

 

42,983,742

 

 

 

42,983,742

 

Convertible Preferred Series B – 3,000,000 shares designated, 2,588,693 shares issued and outstanding as of June 30, 2023 and December 31, 2022

 

 

1,677,473

 

 

 

1,677,473

 

Convertible Preferred Series C – 3,000,000 shares designated, zero shares issued and outstanding as of June 30, 2023 and December 31, 2022

 

 

 

 

 

 

Convertible Preferred Series D, 10,000,000 designated – 46,649 shares issued and outstanding as of June 30, 2023 and December 31, 2022

 

 

244,592

 

 

 

244,592

 

Convertible Preferred Series E, 10,000,000 designated – 2,043,507 shares issued and outstanding as of June 30, 2023 and December 31, 2022

 

 

13,344,101

 

 

 

13,344,101

 

Total mezzanine equity

 

 

58,249,908

 

 

 

58,249,908

 

 

 

 

 

 

 

 

 

 

Stockholders' DEFICIT

 

 

 

 

 

 

 

 

Common stock, $0.001 par value, 4,500,000,000 shares authorized, 1,723,749,021 and 1,256,900,534 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively

 

 

1,723,749

 

 

 

1,256,901

 

Subscriptions payable

 

 

37,560

 

 

 

26,910

 

Additional paid-in capital

 

 

14,907,994

 

 

 

13,966,895

 

Accumulated deficit

 

 

(109,207,777 )

 

 

(106,418,722 )

Total TPT Global Tech, Inc. stockholders' deficit

 

 

(92,538,474 )

 

 

(91,168,016 )

Non-controlling interests

 

 

(761,908 )

 

 

47,269

 

Total stockholders’ deficit

 

 

(93,300,382 )

 

 

(91,215,285 )

 

 

 

 

 

 

 

 

 

Total liabilities and stockholders' DEFICIT

 

$719,812

 

 

$1,054,440

 

 

See accompanying notes to condensed consolidated financial statements.

 

 
4

Table of Contents

 

  TPT Global Tech, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

 

 

 

For the three months ended

June 30,

 

 

For the six months ended

June 30,

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Products

 

$

 

 

$

 

 

$

 

 

$82,000

 

Services

 

 

1,354,127

 

 

 

2,208,485

 

 

 

2,885,866

 

 

 

4,010,648

 

Total Revenues

 

 

1,354,127

 

 

 

2,208,485

 

 

 

2,885,866

 

 

 

4,092,648

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

COST OF SALES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Products

 

 

 

 

 

279

 

 

 

 

 

 

27,882

 

Services

 

 

467,211

 

 

 

1,778,897

 

 

 

1,571,229

 

 

 

2,774,508

 

Total Costs of Sales

 

 

467,211

 

 

 

1,779,176

 

 

 

1,571,229

 

 

 

2,802,390

 

Gross profit

 

 

886,916

 

 

 

429,309

 

 

 

1,314,637

 

 

 

1,290,258

 

EXPENSES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Professional

 

 

170,536

 

 

 

311,676

 

 

 

1,205,480

 

 

 

644,626

 

Payroll and related

 

 

555,055

 

 

 

583,061

 

 

 

1,170,061

 

 

 

1,250,953

 

General and administrative

 

 

426,679

 

 

 

397,284

 

 

 

886,830

 

 

 

868,897

 

Research and development

 

 

 

 

 

 

 

 

 

 

 

1,750,000

 

Depreciation

 

 

 

 

 

146,208

 

 

 

2,546

 

 

 

298,489

 

Amortization

 

 

 

 

 

164,057

 

 

 

 

 

 

328,114

 

Total expenses

 

 

1,152,270

 

 

 

1,602,286

 

 

 

3,264,917

 

 

 

5,141,079

 

Loss from operations

 

 

(265,354 )

 

 

(1,172,977 )

 

 

(1,950,280 )

 

 

(3,850,821 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER INCOME (EXPENSE)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative gain (expense)

 

 

(550,298 )

 

 

131,374

 

 

 

(647,883 )

 

 

388,398

 

Gain (loss) on debt extinguishment

 

 

 

 

 

(384,146 )

 

 

332,530

 

 

 

(2,367,038 )

Interest expense

 

 

(549,092 )

 

 

(3,104,938 )

 

 

(944,395 )

 

 

(4,279,283 )

Other income (expense)

 

 

1,395

 

 

 

(4,763 )

 

 

373,968

 

 

 

819

 

Total other income (expenses)

 

 

(1,097,995 )

 

 

(3,362,473 )

 

 

(885,780 )

 

 

(6,257,104 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss before income taxes

 

 

(1,363,349 )

 

 

(4,535,450 )

 

 

(2,836,060 )

 

 

(10,107,925 )

Income taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS BEFORE NON-CONTROLLING INTERESTS

 

 

(1,363,349 )

 

 

(4,535,450 )

 

 

(2,836,060 )

 

 

(10,107,925 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS (INCOME) ATTRIBUTABLE TO NON-CONTROLLING INTERESTS

 

 

(35,405 )

 

 

(1,040 )

 

 

47,005

 

 

 

(9,523 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS ATTRIBUTABLE TO TPT GLOBAL TECH, INC. SHAREHOLDERS

 

$(1,398,754 )

 

$(4,536,490 )

 

$(2,789,055 )

 

$(10,117,448 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss per common share: Basic and diluted

 

$(0.00 )

 

$(0.00 )

 

$(0.00 )

 

$(0.01 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

 

1,723,749,021

 

 

 

923,029,038

 

 

 

1,615,825,684

 

 

 

923,029,038

 

 

See accompanying notes to condensed consolidated financial statements.

 

 
5

Table of Contents

 

TPT Global Tech, Inc.

CONDENSED Consolidated Statements OF Stockholders' DEFICIT

For the three and six months ended June 30, 2023 and 2022

(Unaudited)

 

 

 

Common Stock

 

 

Subscriptions

 

 

Additional

 

 

Accumulated

 

 

Non-Controlling

 

 

Total Stockholders’

 

 

 

Shares

 

 

Amount

 

 

Payable

 

 

Paid-in Capital

 

 

Deficit

 

 

Interest

 

 

Deficit

 

Balance as of

March 31, 2023

 

 

1,723,749,021

 

 

$1,723,749

 

 

$32,235

 

 

$14,907,994

 

 

$(107,809,023 )

 

$(797,313 )

 

$(91,942,358 )

Subscription payable for services

 

 

 

 

 

 

 

 

5,325

 

 

 

 

 

 

 

 

 

 

 

 

5,325

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,398,754 )

 

 

35,405

 

 

 

(1,363,349 )

Balance as of

June 30, 2023

 

 

1,723,749,021

 

 

$1,723,749

 

 

$37,560

 

 

$14,907,994

 

 

$(109,207,777 )

 

$(761,908 )

 

$(93,300,382 )

 

 

 

Common Stock

 

 

Subscriptions

 

 

Additional

 

 

Accumulated

 

 

Non-Controlling

 

 

Total Stockholders’

 

 

 

Shares

 

 

Amount

 

 

Payable

 

 

Paid-in Capital

 

 

Deficit

 

 

Interest

 

 

Deficit

 

Balance as of

December 31, 2022

 

 

1,256,900,534

 

 

$1,256,901

 

 

$26,910

 

 

$13,966,895

 

 

$(106,418,722 )

 

$(47,269 )

 

$(91,215,285 )

Subscription payable for services

 

 

 

 

 

 

 

 

10,650

 

 

 

 

 

 

 

 

 

 

 

 

10,650

 

Issuance of shares for exchange for debt

 

 

466,848,487

 

 

 

466,848

 

 

 

 

 

 

337,240

 

 

 

 

 

 

 

 

 

804,088

 

Acquisition of Asberry 22 Holdings, Inc.

 

 

 

 

 

 

 

 

 

 

 

603,859

 

 

 

 

 

 

 

(667,634 )

 

 

(63,775 )

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,789,055 )

 

 

(47,005 )

 

 

(2,836,060 )

Balance as of

June 30, 2023

 

 

1,723,749,021

 

 

$1,723,749

 

 

$37,560

 

 

$14,907,994

 

 

$(109,207,777 )

 

$(761,908 )

 

$(93,300,382 )

 

 

 

Common Stock

 

 

Subscriptions Payable

 

 

Additional

 

 

Accumulated

 

 

Non-Controlling

 

 

Total Stockholders’

 

 

 

Shares

 

 

Amount

 

 

(Receivable)

 

 

Paid-in Capital

 

 

Deficit

 

 

Interest

 

 

Deficit

 

Balance as of

March 31, 2022

 

 

923,029,038

 

 

$923,029

 

 

$10,935

 

 

$12,860,873

 

 

$(50,502,795 )

 

$77,785

 

 

$(36,630,173 )

Common stock issued for services or subscription payable

 

 

 

 

 

 

 

 

5,325

 

 

 

 

 

 

 

 

 

 

 

 

5,325

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(4,536,490 )

 

 

1,040

 

 

 

(4,535,450 )

Balance as of

June 30, 2022

 

 

923,029,038

 

 

$923,029

 

 

$16,260

 

 

$12,860,873

 

 

$(55,039,285 )

 

$78,825

 

 

$(41,160,298 )

 

 

 

Common Stock

 

 

Subscriptions Payable

 

 

Additional

 

 

Accumulated

 

 

Non-Controlling

 

 

Total Stockholders’

 

 

 

Shares

 

 

Amount

 

 

(Receivable)

 

 

 Paid-in Capital

 

 

 Deficit

 

 

Interest

 

 

Deficit

 

Balance as of

December 31, 2021

 

 

923,029,038

 

 

$923,029

 

 

$5,610

 

 

$12,860,873

 

 

$(44,921,837 )

 

$69,302

 

 

$(31,063,023 )

Common stock issued for services or subscription payable

 

 

 

 

 

 

 

 

10,650

 

 

 

 

 

 

 

 

 

 

 

 

10,650

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(10,117,448 )

 

 

9,523

 

 

 

(10,107,925 )

Balance as of

June 30, 2022

 

 

923,029,038

 

 

$923,029

 

 

$16,260

 

 

$12,860,873

 

 

$(55,039,285 )

 

$78,825

 

 

$(41,160,298 )

 

See accompanying notes to condensed consolidated financial statements.

 

 
6

Table of Contents

 

TPT Global Tech, Inc.

CONDENSED Consolidated Statements of Cash Flows

(Unaudited)

 

 

 

For the six months ended June 30,

 

 

 

2023

 

 

2022

 

Cash flows from operating activities:

 

 

 

 

 

 

Net loss

 

$(2,836,060 )

 

$(10,107,925 )

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

Depreciation

 

 

2,546

 

 

 

298,489

 

Amortization

 

 

 

 

 

328,114

 

Amortization of debt discounts

 

 

512,093

 

 

 

3,482,304

 

Convertible Note payable issued for Asberry Series A Stock

 

 

508,553

 

 

 

 

Note payable issued for research and development

 

 

 

 

 

1,550,000

 

Derivative expense (gain)

 

 

647,883

 

 

 

(388,398 )

Gain (loss) on extinguishment of debt

 

 

(332,530 )

 

 

2,367,038

 

Share-based compensation: Common stock

 

 

10,650

 

 

 

10,650

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(34,604 )

 

 

(55,925 )

Accounts receivable – related party

 

 

255,637

 

 

 

 

Prepaid expenses and other assets

 

 

13,424

 

 

 

(129,113 )

Deposits and other assets

 

 

22,061

 

 

 

228,155

 

Accounts payable and accrued expenses

 

 

386,635

 

 

 

1,509,391

 

Net change in operating lease right of use assets and liabilities

 

 

436,260

 

 

 

730,122

 

Other liabilities

 

 

(75,556 )

 

 

(250,248 )

Net cash used in operating activities

 

 

(483,008 )

 

 

(427,346 )

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Purchase of equipment

 

 

 

 

 

(16,297 )

Net cash used in investing activities

 

 

 

 

 

(16,297 )

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Proceeds from convertible notes, loans and advances

 

 

362,344

 

 

 

1,256,187

 

Payment on convertible loans, advances and factoring agreements

 

 

 

 

 

(1,186,503 )

Proceeds from notes payable – related parties

 

 

40,852

 

 

 

 

Payments on convertible notes and amounts payable – related parties

 

 

 

 

 

(36,882 )

Net cash provided by financing activities

 

 

403,196

 

 

 

32,802

 

 

 

 

 

 

 

 

 

 

Net change in cash

 

 

(79,812 )

 

 

(410,841 )

Cash and cash equivalents - beginning of period

 

 

88,301

 

 

 

518,066

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents - end of period

 

$8,489

 

 

$107,225

 

 

See accompanying notes to condensed consolidated financial statements.

 

 
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TPT Global Tech, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED 

(Unaudited)

 

Supplemental Cash Flow Information:

 

Cash paid for:  

 

 

 

2023

 

 

2022

 

Interest

 

$49,762

 

 

$5,540

 

Taxes

 

$

 

 

$

 

 

Non-Cash Investing and Financing Activities:  

 

 

 

2023

 

 

2022

 

Debt discount on factoring agreement

 

$489,089

 

 

 

1,070,591

 

Series E Preferred Stock issued in exchange for debt and payables

 

$

 

 

$13,344,101

 

Common Stock issued for conversion of notes payable

 

$804,088

 

 

$

 

Acquisition of net liabilities of Asberry 22 Holdings, Inc.

 

$63,775

 

 

$

 

 

See accompanying notes to condensed consolidated financial statements.

 

 
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TPT Global Tech, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023

 

NOTE 1 - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Nature of Operations

  

The Company was originally incorporated in 1988 in the state of Florida. TPT Global, Inc., a Nevada corporation formed in June 2014, merged with Ally Pharma US, Inc., a Florida corporation, (“Ally Pharma”, formerly known as Gold Royalty Corporation) in a “reverse merger” wherein Ally Pharma issued 110,000,000 shares of Common Stock, or 80% ownership, to the owners of TPT Global, Inc. in exchange for all outstanding common stock of TPT Global Inc. and Ally Pharma agreed to change its name to TPT Global Tech, Inc. (jointly referred to as “the Company” or “TPTG”).

 

The following acquisitions have resulted in entities which have been consolidated into TPTG since the reverse merger in 2014.

 

Name

 

Herein referred to as

 

Acquisition or Incorporation Date

 

Ownership

TPT Global Tech, Inc.

 

Company or TPTG

 

 

1988

 

 

 

100

%

Copperhead Digital Holdings, Inc.

 

Copperhead Digital or CDH

 

 

2015

 

 

 

100

%

TruCom, LLC

 

TruCom

 

 

2015

 

 

 

100

%

CityNet Arizona, LLC

 

CityNet

 

 

2015

 

 

 

100

%

San Diego Media Inc.

 

SDM

 

 

2016

 

 

 

100

%

Blue Collar Production, Inc.

 

Blue Collar

 

 

2018

 

 

 

100

%

TPT SpeedConnect, LLC

 

TPT SpeedConnect (2)

 

 

2019

 

 

 

86

%

TPT Federal, LLC

 

TPT Federal

 

 

2020

 

 

 

100

%

TPT MedTech, LLC

 

TPT MedTech

 

 

2020

 

 

 

100

%

TPT Strategic, Inc.

 

TPT Strategic

 

 

2020

 

 

 

0

%

QuikLab 1 LLC

 

Quiklab 1

 

 

2020

 

 

 

80

%

QuikLAB 2, LLC

 

QuikLAB 2

 

 

2020

 

 

 

80

%

QuikLAB 3, LLC

 

QuikLAB 3

 

 

2020

 

 

 

80

%

The Fitness Container, LLC

 

Air Fitness

 

 

2020

 

 

 

75

%

TPT Global Tech Asia Limited

 

TPT Asia

 

 

2020

 

 

 

78

%

TPT MedTech UK LTD

 

TPT MedTech UK

 

 

2020

 

 

 

100

%

TPT Global Defense Systems, Inc.

 

TPT Global Defense

 

 

2021

 

 

 

100

%

TPT Innovations Technology, Inc.

 

TPT Innovations

 

 

2021

 

 

 

100

%

TPT Global Caribbean Inc.

 

TPT Caribbean

 

 

2021

 

 

 

100

%

TPT Media and Entertainment, LLC

 

TPT Media and Entertainment

 

 

2021

 

 

 

100

%

VuMe Live, LLC

 

VuMe Live

 

 

2021

 

 

 

100

%

Digithrive, LLC

 

Digithrive

 

 

2021

 

 

 

100

%

Information Security and Training, LLC

 

IST (1)

 

 

2022

 

 

 

0

%

Asberry 22 Holdings, Inc.

 

Asberry or ASHI

 

 

2023

 

 

 

86

%

  

(1)

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

 

 

 

 

(2)

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

 

We are based in San Diego, California, and operate as a technology-based company with divisions providing telecommunications, medical technology and product distribution, media content for domestic and international syndication as well as technology solutions. We operate on our own proprietary Global Digital Media TV and Telecommunications infrastructure platform and also provide technology solutions to businesses domestically and worldwide. We offer Software as a Service (SaaS), Technology Platform as a Service (PAAS), Cloud-based Unified Communication as a Service (UCaaS) and carrier-grade performance and support for businesses over our private IP MPLS fiber and wireless network in the United States. Our cloud-based UCaaS services allow businesses of any size to enjoy all the latest voice, data, media and collaboration features in today's global technology markets. We also operate as a Master Distributor for Nationwide Mobile Virtual Network Operators (MVNO) and Independent Sales Organization (ISO) as a Master Distributor for Pre-Paid Cellphone services, Mobile phones, Cellphone Accessories and Global Roaming Cellphones.

  

 
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Significant Accounting Policies

 

Please refer to Note 1 of the Notes to the Consolidated Financial Statements in the Company's most recent Form 10-K for all significant accounting policies of the Company, with the exception of those discussed below.

 

Basis of Presentation

 

The accompanying unaudited condensed consolidated financial statements have been prepared according to the instructions to Form 10-Q and Section 210.8-03(b) of Regulation S-X of the Securities and Exchange Commission (“SEC”) and, therefore, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been omitted.

 

In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended June 30, 2023, are not necessarily indicative of the results that may be expected for the year ending December 31, 2023.

 

These condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements for the year ended December 31, 2022. The condensed consolidated balance sheet as of June 30, 2023, has been derived from the consolidated financial statements at that date, but does not include all of the information and footnotes required by GAAP.

 

Our condensed consolidated financial statements include the accounts of those entities outlined in Nature of Operations giving consideration to the non-controlling interests where appropriate.  All intercompany accounts and transactions have been eliminated in consolidation.

 

Revenue Recognition

 

We use the following criteria described below in more detail for each business unit:

 

Identify the contract with the customer.

Identify the performance obligations in the contract.

Determine the transaction price.

Allocate the transaction price to performance obligations in the contract.

Recognize revenue when or as we satisfy a performance obligation. lo

 

Reserves are recorded as a reduction in net sales and are not considered material to our consolidated statements of operations for the six months ended June 30, 2023 and 2022. In addition, we invoice our customers for taxes assessed by governmental authorities such as sales tax and value added taxes, where applicable. We present these taxes on a net basis.

 

The Company’s revenue generation for the three and six months ended June 30, 2023 and 2022 came from the following sources disaggregated by services and products, which sources are explained in detail below.  

 

 

 

For the three

months ended

June 30, 2023

 

 

For the three

months ended

June 30, 2022

 

 

For the six

months ended

June 30, 2023

 

 

For the six

months ended

June 30, 2022 

 

TPT SpeedConnect

 

$927,812

 

 

$1,504,268

 

 

$1,916,613

 

 

$3,045,734

 

Blue Collar

 

 

54,388

 

 

 

595,904

 

 

 

164,529

 

 

 

694,484

 

IST (1)

 

 

371,017

 

 

 

 

 

 

801,251

 

 

 

 

TPT MedTech

 

 

 

 

 

 

 

 

 

 

 

90,315

 

Other (2)

 

 

910

 

 

 

108,313

 

 

 

3,473

 

 

 

180,115

 

Total Services Revenues

 

$1,354,127

 

 

$2,208,485

 

 

$2,885,866

 

 

$4,010,648

 

Air Fitness

 

 

 

 

 

 

 

 

 

 

 

82,000

 

Total Product Revenues

 

$

 

 

$

 

 

$

 

 

$82,000

 

Total Revenue

 

$1,354,127

 

 

$2,208,485

 

 

$2,885,866

 

 

$4,092,648

 

__________ 

 

(1)

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

 

 

 

 

(2)

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

 

 
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TPT SpeedConnect: ISP and Telecom Revenue

 

TPT SpeedConnect is a rural Internet provider operating in 5 Midwestern States under the trade name SpeedConnect. TPT SC’s primary business model is subscription based, pre-paid monthly reoccurring revenues, from wireless delivered, high-speed internet connections. In addition, the company resells third-party satellite and DSL internet and IP telephony services. Revenue generated from sales of telecommunications services is recognized as the transaction with the customer is considered closed and the customer receives and accepts the services that were the result of the transaction. There are no financing terms or variable transaction prices. Due date is detailed on monthly invoices distributed to customer. Services billed monthly in advance are deferred to the proper period as needed. Deferred revenue are contract liabilities for cash received before performance obligations for monthly services are satisfied. Deferred revenue for TPT SpeedConnect as of June 30, 2023 and December 31, 2022 are $0 and $75,556, respectively. Certain of our products require specialized installation and equipment. For telecom products that include installation, if the installation meets the criteria to be considered a separate element, product revenue is recognized upon delivery, and installation revenue is recognized when the installation is complete. The Installation Technician collects the signed quote containing terms and conditions when installing the site equipment at customer premises.

 

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

 

The overwhelming majority of our revenue continues to be recognized when transactions occur. Since installation fees are generally small relative to the size of the overall contract and because most contracts are for two years or less, the impact of not recognizing installation fees over the contract is immaterial.

 

Blue Collar: Media Production Services 

 

Blue Collar creates original live action and animated content productions and has produced hundreds of hours of material for the television, theatrical, home entertainment and new media markets. Blue Collar designs branding and marketing campaigns and has had agreements with some of the world’s largest companies including PepsiCo, Intel, HP, WalMart and many other Fortune 500 companies. Additionally, they create motion picture, television and home entertainment marketing campaigns for studios including Sony, DreamWorks, Twentieth Century Fox, Universal Studios, Paramount Studios, and Warner Brothers. With regard to revenue recognition, Blue Collar receives an agreement from each client to perform defined work. Some agreements are written, some are verbal. Work may include creation of marketing materials and/or content creation. Some work may be short term and take weeks to create and some work may be longer and take months to create. There are instances where customer agreements segregate identifiable obligations (like filming on site vs. film editing and final production) with separate transaction pricing. The performance obligation is generally satisfied upon delivery of such film or production products, at which time revenue is recognized. There are no financing terms or variable transaction prices.

 

IST: Revenue and Cost Recognition

 

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

 

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

 

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

 

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

 

 
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Table of Contents

 

 

·

the completeness and accuracy of the original bid;

 

·

costs associated with scope changes;

 

·

costs of labor and/or materials;

 

·

extended overhead and other costs due to owner, weather, and other delays;

 

·

subcontractor performance issues;

 

·

changes in productivity expectations;

 

·

site conditions that differ from those assumed in the original bid (to the extend contract remedies are unavailable);

 

·

the availability and skill level of workers in the geographic location of the project;

 

·

a change in the availability and proximity of equipment and materials; and

 

·

the ability to fully and promptly recover on claims for additional contract costs.

 

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

 

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

 

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

 

TPT MedTech: Medical Testing Revenue

 

TPT MedTech operates in the Point of Care Testing (“POCT”) market by primarily offering mobile medical testing facilities and software equipped for mobile devices to monitor and manage personalized healthcare.  Services used from our mobile medical testing facilities are billing through credit cards at the time of service.  Revenue is generated from our software platform as users sign up for our mobile healthcare monitor and management application and tests are performed.  If medical testing is in one our own owned facility, the usage of the software application is included in the testing fees.  If the testing is in a non-owned outside contracted facility, fees are generated from the usage of the software application on a per test basis and billed monthly.

 

TPT MedTech also offers various products.  One is to build and sell its mobile testing facilities called QuikLABs designed for mobile testing.  This is used by TPT MedTech for its own testing services.  Another is to build customized mobile gyms for exercising.  This is sold to third parties.  Another is medical equipment, one of which is a sanitizing unit called SANIQuik which is used as a safe and flexible way to sanitize providing an additional routine to hand washing and facial coverings.  The SANIQuik has not yet been approved for sale in the United States but has in some parts of the European community.  Revenues from these products are recognized when a product is delivered, the sales transaction considered closed and accepted by a customer.  When deposits are received for which a product has not been delivered, it is recognized as deferred revenue.  Deferred revenue as of June 30, 2023 and December 31, 2022 was $0 and $0, respectively. There are no financing terms or variable transaction prices for either of these products.

 

SDM: Ecommerce, Email Marketing and Web Design Services

 

SDM generates revenue by providing ecommerce, email marketing and web design solutions to small and large commercial businesses, complete with monthly software support, updates and maintenance. Services are billed monthly. There are no financing terms or variable transaction prices. Platform infrastructure support is a prepaid service billed in monthly recurring increments. The services are billed a month in advance and due prior to services being rendered. The revenue is deferred when invoiced and booked in the month the service is provided. There is no deferred revenue as of June 30, 2023 and December 31, 2022. Software support services (including software upgrades) are billed in real time, on the first of the month. Web design service revenues are recognized upon completion of specific projects. Revenue is booked in the month the services are rendered and payments are due on the final day of the month. There are usually no contract revenues that are deferred until services are performed.

 

 
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K Telecom: Prepaid Phones and SIM Cards Revenue

 

K Telecom generates revenue from reselling prepaid phones, SIM cards, and rechargeable minute traffic for prepaid phones to its customers (primarily retail outlets). Product sales occur at the customer’s locations, at which time delivery occurs and cash or check payment is received. The Company recognizes the revenue when they receive payment at the time of delivery. There are no financing terms or variable transaction prices.

 

Copperhead Digital: ISP and Telecom Revenue

 

Copperhead Digital operated as a regional internet and telecom services provider operating in Arizona under the trade name Trucom.  Although there are currently no customers and it will take capital to reopen this revenue stream, Copperhead Digital operated as a wireless telecommunications Internet Service Provider (“ISP”) facilitating both residential and commercial accounts. Copperhead Digital’s primary business model was subscription based, pre-paid monthly reoccurring revenues, from wireless delivered, high-speed internet connections. In addition, the company resold third-party satellite and DSL internet and IP telephony services. Revenue generated from sales of telecommunications services was recognized as the transaction with the customer is considered closed and the customer received and accepted the services that were the result of the transaction. There are no financing terms or variable transaction prices. Due date was detailed on monthly invoices distributed to customer. Services billed monthly in advance were deferred to the proper period as needed. Deferred revenue was contract liabilities for cash received before performance obligations for monthly services are satisfied. Certain of its products required specialized installation and equipment. For telecom products that included installation, if the installation met the criteria to be considered a separate element, product revenue was recognized upon delivery, and installation revenue was recognized when the installation was complete. The Installation Technician collected the signed quote containing terms and conditions when installing the site equipment at customer premises.

 

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

 

The overwhelming majority of revenue was recognized when transactions occurred. Since installation fees were generally small relative to the size of the overall contract and because most contracts were for a year or less, the impact of not recognizing installation fees over the contract was immaterial.

 

Basic and Diluted Net Loss Per Share

 

The Company computes net income (loss) per share in accordance with ASC 260, “Earning per Share”. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholder (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method for options and warrants and using the if-converted method for preferred stock and convertible notes. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As of June 30, 2023, the Company had shares that were potentially common stock equivalents as follows: 

 

Convertible Promissory Notes

 

 

8,385,153,403

 

Series A Preferred Stock (1)

 

 

33,480,996,660

 

Series B Preferred Stock

 

 

2,588,693

 

Series D Preferred Stock (2)

 

 

281,867,069

 

Series E Preferred Stock (3)

 

 

12,347,474,320

 

Stock Options and Warrants

 

 

129,116,666

 

 

 

 

55,257,448,912

 

___________

 

 

(1)

Holder of the Series A Preferred Stock which is Stephen J. Thomas, is guaranteed 60% of outstanding common stock upon conversion. The Company would have to authorize additional shares for this to occur as only 4,500,000,000 shares are currently authorized.

 

 

 

 

(2)

Holders of the Series D Preferred Stock may decide after 12 months to convert to common stock @ 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00. There is also an automatic conversion of the Series D Preferred Stock without consent of holders upon any national exchange listing approval and the registration effectiveness of common stock underlying the conversion rights. The automatic conversion to common from Series D Preferred shall be @ 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00.

 
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Table of Contents

 

 

(3)

Holders of the Series E Preferred Stock may decide after 12 months to convert to common stock @ 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00. There is also an automatic conversion of the Series E Preferred Stock without consent of holders upon any national exchange listing approval and the registration effectiveness of common stock underlying the conversion rights. The automatic conversion to common from Series E Preferred shall be @ 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00.

 

Financial Instruments and Fair Value of Financial Instruments

 

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

 

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

 

Level 1 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 June 30, 2023 are the following:

 

Derivative Instrument

 

Fair Value

 

Convertible Promissory Notes

 

$5,210,611

 

Fair value of Warrants issued with the derivative instruments

 

 

142,791

 

 

 

$5,353,402

 

 

Recently Issued Financial Accounting Standards

 

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

 

NOTE 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.

 

 
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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 six months ended June 30, 2023.  On a proforma basis any adjustments would not be significant.

 

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

 

Dated as of June 29, 2022, for synergies and the opportunity at other revenue streams, TPT Strategic entered into a definitive agreement for the acquisition of the assets and  Information Security and Training LLC (“IST LLC” or “IST”) (www.istincs.com)  a June 30 Construction and Information Technology Services company based in Huntsville Alabama with branch offices in Nashville TN, Birmingham Al, Jackson MS, Fort Campbell KY, New Orleans LA, and Joint Base Lewis-McChord.  The TPT Strategic and IST, LLC agreement, which closed October 20, 2022, for the acquisition is a stock transaction where the founder and sole interest holder, Everett Lanier received 500,000 Preferred Series B shares of TPT Strategic that will convert to a 10% ownership of TPT Strategic under certain conditions. The acquisition includes the assumption of all assets and certain liabilities.  Everett Lanier will remain as the President and will become a Board Member of TPT Strategic.

 

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

 

 

 
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Revenue and net loss contributed by IST for the six months ended June 30, 2023 were $801,251 and $(108,196), respectively.

 

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

 

Had the acquisition of IST occurred on January 1, 2022, unaudited proforma results of operations for the six months ended June 30, 2023 and 2022 would be as follows:

 

 

 

2023

 

 

2022

 

Revenue

 

$2,885,866

 

 

$4,910,771

 

Cost of Sales

 

 

1,571,229

 

 

 

3,293,422

 

Gross Profit

 

$1,314,637

 

 

$1,617,348

 

Expenses

 

 

(3,264,918 )

 

 

(5,757,393 )

Other income (expense)

 

 

(885,779 )

 

 

(6,262,971 )

Net Loss

 

$(2,836,060 )

 

$(10,403,016 )

Loss per share

 

$(0.00 )

 

$(0.01 )

 

NOTE 3 – GOING CONCERN

 

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

 

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

 

In addition, we report increases and reductions in liabilities as uses of cash and deceases assets and increases in liabilities as sources of cash, together referred to as changes in operating assets and liabilities.  For the six months ended June 30, 2023, we had a net increase in our assets and liabilities of $1,003,857 primarily from an increase in accounts payable from lag of payments for accounts payable for cash flow considerations and increase in prepaid expenses.  For the six months ended June 30, 2022 we had a net increase to our assets and liabilities of $2,228,694 for similar reasons.

 

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

 

Cash flows used in investing activities were $0 and $16,297, respectively, for the six months ended June 30, 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.

 

NOTE 4 – PROPERTY AND EQUIPMENT

 

Property and equipment and related accumulated depreciation as of June 30, 2023 and December 31, 2022 are as follows: 

 

 

 

2023

 

 

2022

 

Property and equipment:

 

 

 

 

 

 

Office furniture and equipment

 

$84,180

 

 

 

84,180

 

Total property and equipment

 

 

84,180

 

 

 

84,180

 

Accumulated depreciation

 

 

(82,162)

 

 

(79,616)

Property and equipment, net

 

$2,018

 

 

$4,564

 

 

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

 

 
16

 

 

NOTE 5 – DEBT FINANCING ARRANGEMENTS

 

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

 

2023

2022

Loans and advances (1)

$844,053$844,053

Convertible notes payable (2)

3,361,7293,054,869

Factoring agreements (3)

619,532577,177

Debt – third party

$4,825,314$4,476,099

Line of credit, related party secured by assets (4)

$2,742,929$2,742,929

Debt– other related party, net of discounts (5)

2,015,5002,015,500

Convertible debt – related party (6)

553,100553,100

Shareholder debt (7)

45,0024,150

Debt – related party

$5,356,531$5,315,679

Total financing arrangements

$10,181,845$9,791,778

Less current portion:

Loans, advances and factoring agreements – third party

$(1,463,585 )$(1,276,770 )

Convertible notes payable third party

(3,361,729 )(3,054,869 )

Debt – related party, net of discount

(4,803,431 )(4,762,579 )

Convertible notes payable– related party

(553,100 )(553,100 )
(10,181,845 )(9,647,318 )

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%, 7.19% as of June 30, 2022, and is secured by assets of the Company, was due August 31, 2020, as amended.

 

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

 

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

 

Effective September 30, 2020, we entered into a Purchase Agreement by which we agreed to purchase the 500,000 outstanding Series A Preferred shares of TPT Strategic, Inc., our majority owned subsidiary, in an agreed amount of $350,000 in cash or common stock, if not paid in cash, at the five day average price preceding the date of the request for effectiveness after the filing of a registration statement on Form S-1. This was modified December 28 and 29, 2020, to provide for registration of 7,500,000 common shares for resale at the market price. Any balance due on notes was to be calculated after an accounting for the net sales proceeds from sale of the stock by February 28, 2021 and was to be paid in cash or stock thereafter. The Series A Preferred shares were purchased from the Michael A. Littman, Atty. Defined Benefit Plan. The $350,000 is recorded as a Note Payable. During the year ended December 31, 2021, it was determined that there was a deficiency of approximately $185,000 from net sales proceeds which is accounted for in accounts payable.

 

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

 

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

 

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

 

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

 

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

 

On June 11, 2019, the Company consummated a Securities Purchase Agreement with EMA Financial, LLC. (“EMA”) for the purchase of a $250,000 Convertible Promissory Note (“EMA Convertible Promissory Note”). The EMA Convertible Promissory Note is due June 11, 2020, pays interest at the rate of 12% (principal amount increases 200% and interest rate increases to 24% under default) per annum and gives the holder the right from time to time to convert all of the outstanding balance into common stock of the Company limited to 4.99% of the outstanding common stock of the Company. The conversion price is 55% multiplied by the lowest traded price for the common stock during the previous 25 trading days prior to the applicable conversion date. The EMA Convertible Promissory Note may be prepaid in full at 135% to 150% up to 180 days from origination. Prior to December 31, 2020, EMA converted $35,366 of principal into 147,700,000 shares of common stock of the Company. As such, the principal and accrued interest balances owning to EMA at June 30, 2023 is $503,771 and $477,261, respectively. 1,000,000 warrants were issued in conjunction with the issuance of this debt. See Note 8.  See below regarding derivative securities in default.

 

On October 6, 2021, TPT Global Tech, Inc. and FirstFire Global Opportunities Fund, LLC. entered into a convertible promissory note totaling $1,087,000 and a securities purchase agreement (“FirstFire Note”). The FirstFire Note has an original issue discount of 8% and bears interest at 10%, with a default rate of 24%, and is convertible into shares of the Company’s common stock.  There is a mandatory conversion in the event a Nasdaq Listing prior to nine months from funding for which the Holder’s principal and interest balances will be converted at a price equal to 25% discount to the opening price on the first day the Company trades on Nasdaq. There is also a voluntary conversion of all principal and accrued interest at the discretion of the Holder at the lower of (1) 75% of the two lowest trade prices during the fifteen consecutive trading day period ending on the trading day immediately prior to the applicable conversion date or (2) discount to market based on subsequent financings with other investors. Subsequent debt issuances have lowered this price to $0.025 per share, adjusted to $.0075 during the three months ended March 31, 2022. The Holder was given registration rights. The FirstFire Note may be prepaid in whole or in part of the outstanding balances at 115% prior to maturity. 225,000,000 common shares of the Company have been reserved with the transfer agent for possible conversion and exercise of warrants. Warrants to purchase 55,000,000 shares of common stock at 110% of the opening price on the first day the Company trades on the Nasdaq exchange were issued to the Holder. Through June 30, 2023, the Company has exercised its right to convert $462,660 of principal into 297,000,000 shares of common shares leaving a principal and accrued interest balance at June 30, 2023 of $896,090 in principal and $577,194 in accrued interest.  See below regarding derivative securities in default.

 

On October 13, 2021, TPT Global Tech, Inc. and Cavalry Investment Fund LP entered into a convertible promissory note totaling $271,250 and a securities purchase agreement (“Cavalry Investment Note”). The Cavalry Investment Note has an original issue discount of 8% and bears interest at 10%, with a default rate of 24%, and is convertible into shares of the Company’s common stock.  There is a mandatory conversion in the event a Nasdaq Listing prior to nine months from funding for which the Holder’s principal and interest balances will be converted at a price equal to 25% discount to the opening price on the first day the Company trades on Nasdaq. There is also a voluntary conversion of all principal and accrued interest at the discretion of the Holder at the lower of (1) 75% of the two lowest trade prices during the fifteen consecutive trading day period ending on the trading day immediately prior to the applicable conversion date or (2) discount to market based on subsequent financings with other investors. Subsequent debt issuances have lowered this price to $0.025 per share, adjusted to $.0075. 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 June 30, 2023, the Company has exercised its right to convert $67,000 of principal into 55,833,334 shares of common stock leaving a principal and accrued interest balance at June 30, 2023 of $272,688 and $104,872, respectively.  See below regarding derivative securities in default.

 

 
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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 June 30, 2023, the Company exercised its right to convert $192,230 of principal and penalties into 168,750,000 shares of common stock leaving a principal and accrued interest balance at June 30, 2023 of $826,833 and $315,200, respectively.  See below regarding derivative securities in default.

 

On January 31, 2022, TPT Global Tech, Inc. and Blue Lake Partners, LLC entered into a convertible promissory note totaling $271,750 and a securities purchase agreement (“Blue Lake Note”). The Blue Lake Note is due twelve months from funding, has an original issue discount of 8% and interest rate at 10% per annum (default, as defined, at 16%). There is an optional conversion in the event a Nasdaq Listing prior to nine months from funding for which the Holder’s principal and interest balances will be converted at a price equal to 25% discount to the opening price on the first day the Company trades on Nasdaq. There is also a voluntary conversion of all principal 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 June 30, 2023, Blue Lake exercised its right to convert $360,447 of principal, interest and penalties into 48,059,600 of common shares leaving a balance of $8,165 in principal and $0 of accrued interest as of June 30, 2023.  See below regarding derivative securities in default.

 

On June 13, 2022, TPT Global Tech, Inc. and 1800 Diagonal Lending LLC entered into a $200,760 promissory note agreement (1800 Diagonal Note”). The 1800 Diagonal Note has an original issue discount of 12%, or $21,510, and bears interest at 22%, and is convertible into shares of the Company’s common stock only under default, as defined.  10 payments of $22,485 beginning on July 30, 2022 are to be made each month totaling $224,851. At any time following default, as defined, conversion rights exist at a discount rate of 25% of the lowest trading price for the Company’s common stock during the previous 10 trading days prior to conversion. 194,676,363 common shares of the Company have been reserved with the transfer agent for possible conversion under a default. Through June 30, 2023, 1800 Diagonal exercised its right to convert $236,094 of principal and interest into 190,987,049 of common shares leaving a balance of $0 in principal and accrued interest as of June 30, 2023.  See below regarding derivative securities in default.

 

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 June 30, 2023, 1800 Diagonal Lending LLC has not exercised its right to convert any principal or interest into common shares leaving a balance of $122,513 in principal and $11,026 in accrued interest as of June 30, 2023. See below regarding derivative 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 dateTotal of $330,000 plus accrued interest is due February 8, 2024. A penalty on the principal balance has been accrued of $165,000 because of defaults of covenants on other financing arrangements. Conversion rights exist that at any time after issuance, the FirstFire Note #2 can be exchanged for shares of common stock at $.0012 per share. 350,000,000 common shares of the Company’s common stock have been reserved with the transfer agent for possible conversion. Through June 30, 2023, First Fire has not exercised its right to convert any principal or interest into common shares leaving a balance of $495,000 in principal and $44,550 in accrued interest as of June 30, 2023.

 

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

 

The Company is in default under all of its derivative financial instruments and has accounted for these defaults under each agreements default provisions. In February 2022, the Company defaulted on its FirstFire, Cavalry Investment, and Cavalry Fund I Notes for failure to uplist within one hundred twenty (120) days from the date of the Notes. Talos, Blue Lake and 1800 Diagonal are in default from cross default provisions. In total, $916,895 was recorded as interest expense representing additional principal and interest because of default. Notice of default was received from EMA for not reserving enough shares for conversion and for not having filed a Form S-1 Registration Statement with the Securities and Exchange Commission. It was the intent of the Company to pay back all derivative securities prior to the due dates but that has not occurred in case of EMA. As such, the Company is currently in negotiations with EMA and relative to extending the due date and changing terms on the Note.  The Company has been named in a lawsuit by EMA for failing to comply with a Securities Purchase Agreement entered into in June 2019.  See Note 9 Other Commitments and Contingencies. 

 

(3) On April 1, 2022, the Company entered into a Future Receivable Sale and Purchase Agreement (“Mr. Advance Agreement”) with Mr. Advance LLC (”Mr. Advance”). The balance to be purchased and sold is $411,000 for which the Company received $270,715, net of fees. Under the Mr. Advance Agreement, the Company is to pay $8,935 per week for 46 weeks at an effective interest rate of approximately 36% annually.   The Company is in default with this Agreement for non-payment and is working to restructure its terms. The balance outstanding as of June 30, 2023 is $301,549, net of discounts.

 

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

 

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

 

(4) The Line of Credit originated with a bank and was secured by the personal assets of certain shareholders of Copperhead Digital. During 2016, the Line of Credit was assigned to the Copperhead Digital shareholders, who subsequent to the Copperhead Digital acquisition by TPTG became shareholders of TPTG, and the secured personal assets were used to pay off the bank. The Line of Credit bears a variable interest rate based on the 1 Month LIBOR plus 2.0%, 7.19% as of June 30, 2023, is payable monthly, and is secured by the assets of the Company. 1,000,000 shares of Common Stock of the Company have been reserved internally to accomplish raising the funds to pay off the Line of Credit. Since assignment of the Line of Credit to certain shareholders, which balance on the date of assignment was $2,597,790, those shareholders have loaned the Company $445,600 under the similar terms and conditions as the line of credit but most of which were also given stock options totaling $85,120 which expired as of December 31, 2019 (see Note 8) and was due, as amended, August 31, 2020.  $300,461 of the principal balance was exchanged for 60,092 shares of Series E Preferred Stock in April 2022.  See Note 8.  The Company is in negotiations to refinance this Line of Credit.

 

During the years ended December 31, 2019 and 2018, those same shareholders and one other have loaned the Company money in the form of convertible loans of $136,400 and $537,200, respectively, described in (2) and (6).

 

(5) $350,000 represents cash due to the prior owners of the technology acquired in December 2016 from the owner of the Lion Phone which is due to be paid as agreed by the Company and the former owners of the Lion Phone technology and has not been determined.

 

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

 

$1,000,000 represents a promissory note which was entered into on May 6, 2020 for the acquisition of Media Live One Platform from Steve and Yuanbing Caudle for the further development of software. This was expensed as research and development in the year ended December 31, 2020. This $1,000,000 promissory note is non-interest bearing, due after funding has been received by the Company from its various investors and other sources. Mr. Caudle is a principal with the Company’s ViewMe technology.

 

 
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Both the $4,000,000 and $1,000,000 promissory notes related to the VuMe technology and Media Live One Platform were exchanged through a Software Acquisition Agreement dated as of March 25, 2022 for shares of the Company’s Series E Preferred Stock.  See Note 8.  In this same agreement, the Company agreed to pay Mr. and Mrs. Caudle $1,750,000 for additional developed software that will be used with the VuMe technology which was expensed as research and development during the year ended December 31, 2022.  $200,000 had been paid and was accounted for as a deposit as of December 31, 2021.  Subsequently, this was used against the purchase price and the remainder was setup as a note payable. $550,000 to be paid from first proceeds raised by the Company and $1,000,000 as agreed by the Company and Mr. and Mrs. Caudle.

 

$115,500 represents part of a $500,000 Note Payable related to the acquisition of 75% of Air Fitness, payable six months from the date of the note or as agreed by the Company out of future capital raising efforts.  During 2022, $384,500 of the Note Payable and $49,985 of accrued interest were exchanged for 104,961 Series E Preferred Shares.

 

(6) During 2018, the Company issued convertible promissory notes in the amount of $537,200 to related parties and $10,000 to a non-related party which bear interest at 6% (11% default interest rate), are due 30 months from issuance and are convertible into Series C Preferred Stock at $1.00 per share.  $106,000 of these notes were exchanged for 21,200 shares of Series E Preferred Stock in April 2022 and $19,400 were repaid prior to December 31, 2021.

 

(7) The shareholder debt represents funds given to TPTG or subsidiaries by officers and managers of the Company as working capital. There are no written terms of repayment or interest that is being accrued to these amounts and they will only be paid back, according to management, if cash flows support it. They are classified as current in the balance sheets.

 

See Lease financing arrangement in Note 8.

 

NOTE 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 June 30, 2023, in the amount of $5,353,402 has a level 3 classification under ASC 825-10.

 

The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities as of June 30, 2023.

 

 

 

Debt Derivative

Liabilities

 

Balance, December 31, 2021

 

$4,042,910

 

Change in derivative liabilities from new notes payable

 

 

622,518

 

Change in derivative liabilities from conversion of notes payable

 

 

(493,101 )

Change in fair value of derivative liabilities at end of period – derivative expense

 

 

650,071

 

Balance, December 31, 2022

 

$4,822,398

 

Change in derivative liabilities from new notes payable

 

 

477,414

 

Change in derivative liabilities from conversion of notes payable

 

 

(594,293 )

Change in fair value of derivative liabilities at end of period – derivative expense

 

 

647,883

 

Balance, June 30, 2023

 

$5,353,402

 

 

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.

 

 
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As of June 30, 2023, the Company marked to market the fair value of the debt derivatives and determined a fair value of $5,353,402 ($5,210,611 from the convertible notes and $142,791 from warrants) in Note 5 (2) above. The Company recorded an expense from change in fair value of debt derivatives of $647,883 for the six months ended June 30, 2023. The fair value of the embedded derivatives was determined using Monte Carlo simulation method based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 143.8% to 260.3%, (3) weighted average risk-free interest rate of 4.49% to 5.47% (4) expected life of 0.22 to 3.58 years, and (5) the quoted market price of $0.001 for the Company’s common stock.

 

NOTE 7 - STOCKHOLDERS' DEFICIT

 

Preferred Stock

 

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

 

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

 

Series A Convertible Preferred Stock

 

The Company designated 1,000,000 shares of Preferred Stock as Series A Preferred Stock.  In February 2015, the Board of Directors authorized the issuance of 1,000,000 shares of Series A Preferred Stock to Stephen Thomas, Chairman, CEO and President of the Company, valued at $3,117,000 for compensation expense.  These shares are outstanding as of June 30, 2023.

 

The Series A Preferred Stock has a par value of $.001, is redeemable at the Company’s option at $100 per share, is senior to any other class or series of outstanding Preferred Stock or Common Stock and does not bear dividends. The Series A Preferred Stock has a liquidation preference immediately after any Senior Securities, as defined and amended, of an amount equal to amounts payable owing, including contingency amounts where Holders of the Series A have personally guaranteed obligations of the Company.

 

As of June 30, 2023, by amendment,  holders of the Series A Preferred Stock shall, collectively have the right to convert all of their Series A Preferred Stock when conversion is elected into that number of shares of Common Stock of the Company, as amended and restated July 5, 2022 by the Board of Directors and a majority of the outstanding voting shares of the Company, determined by the following formula: 60% of the common shares computed to include all projected conversions of all convertible debt and any other classes of Preferred Stock as if the conversions had taken place at the stated conversion price per share (i.e. for the avoidance of doubt – “fully diluted” as if such conversion had occurred prior to the Series A conversion.) The Company determined that due to the significance of the amendment, it should be accounted for as an extinguishment and fair valued the amended Series A Preferred Stock at $42,983,742, creating a deemed dividend of $39,866,742.  The valuation of the amended Series A Preferred Stock was done by a qualified independent third party.

 

The record Holders of the Series A Preferred Stock shall  have the right to vote as if converted prior to the vote to an amount of shares equal to 60% of the common shares computed to include all projected conversions of all convertible debt and any other classes of Preferred Stock as if the conversions had taken place at the stated conversion price per share (i.e. for the avoidance of doubt – “fully diluted” as if such conversion had occurred prior to the Series A conversion) on any matter with holders of Common Stock for any vote required to approve any action, which Florida law provides may or must be approved by vote or consent of the holders of other series of voting shares and the holders of Common Stock or the holders of other securities entitled to vote, if any.

 

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

 

Series B Convertible Preferred Stock 

 

In February 2015, the Company designated 3,000,000 shares of Preferred Stock as Series B Convertible Preferred Stock. 

 

The Series B Preferred Stock was designated in February 2015, has a par value of $.001, is not redeemable, is senior to any other class or series of outstanding Preferred Stock, except the Series A Preferred Stock, or Common Stock and does not bear dividends. The Series B Preferred Stock has a liquidation preference immediately after any Senior Securities, as defined and currently the Series A Preferred Stock, and of an amount equal to $2.00 per share. Holders of the Series B Preferred Stock have a right to convert all or any part of the Series B Preferred Shares and will receive and equal number of common shares at the conversion price of $2.00 per share. The Series B Preferred Stockholders have a right to vote on any matter with holders of Common Stock and shall have a number of votes equal to that number of Common Shares on a one-to-one basis.

 

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

 

 
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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 June 30, 2023.  There are approximately $553,100 in convertible notes payable convertible into Series C Convertible Preferred Stock which compromise some of the common stock equivalents calculated in Note 1. 

 

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

 

Series D Convertible Preferred Stock

 

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

 

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

 

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

 

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

 

Series E Convertible Preferred Stock

 

On March 20, 2022, the Company amended its Series E Designation from November 10, 2021.  As amended, the Company designated 10,000,000 shares of the authorized 100,000,000 shares of the Company's $0.001 par value preferred stock as the Series E Convertible Preferred Stock ("the Series E Preferred Shares").

 

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

 

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

 

Common Stock Issued for Conversion of Debt

 

During the year ended December 31, 2022, the Company issued 333,871,496 common shares valued at $1,439,894 for $1,076,782 of principal, interest, penalties and fees and recorded a loss on extinguishment of $363,112.  During the six months ended June 30, 2023, the Company issued 466,848,487 common shares valued at $804,088 for $542,324 of principal, interest, penalties and fees and recorded a gain on extinguishment of $332,530

 

Subscription Payable

 

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

 

Unissued shares for TPT consulting agreements

 

 

2,875,000

 

Shares receivable under terminated acquisition agreement

 

 

(3,096,181 )

Net commitment

 

 

(221,181 )

 

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

 

Warrants Issued with Convertible Promissory Notes

 

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

 

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

The warrants issued under these convertible promissory notes were considered derivative liabilities valued at $187,745 of the total $4,822,398 derivative liabilities as of December 31, 2022. See Note 5.

 

Common Stock Reservations

 

The Company has reserved internally 1,000,000 shares of Common Stock of the Company for the purpose of raising funds to be used to pay off debt described in Note 5.

 

We have reserved 20,000,000 shares of Common Stock of the Company to grant to certain employees and consultants as consideration for services rendered and that will be rendered to the Company.

 

Non-Controlling Interests

 

QuikLAB Mobile Laboratories

 

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

 

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

 

Other Non-Controlling Interests

 

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

 

As a result of the Agreement and Plan of Merger among TPT SpeedConnect and Asberry 22 Holdings, net income of 14% or $68,022 was accounting for as a noncontrolling interest in the statement of operations for the six months ended June 30, 2023.. 

 

NOTE 8 - COMMITMENTS AND CONTINGENCIES

 

Accounts Payable and Accrued Expenses 

 

Accounts payable:

 

2023

 

 

2022

 

   Related parties (1)

 

$1,052,569

 

 

$831,502

 

   General operating

 

 

4,892,346

 

 

 

5,619,910

 

Accrued interest on debt (2)

 

 

2,517,994

 

 

 

2,095,955

 

Credit card balances

 

 

211,438

 

 

 

218,781

 

Accrued payroll and other expenses

 

 

1,588,382

 

 

 

1,041,923

 

Taxes and fees payable

 

 

642,640

 

 

 

642,640

 

Total

 

$10,905,369

 

 

$10,450,711

 

 _______________

 

(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 $933,206 and $842,340 for June 30, 2023 and December 31, 2022, respectively.

 

 
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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 2.45 years.

 

We have various non-cancelable lease agreements for certain of our tower locations with original lease periods expiring between 2023 and 2044. Our lease terms may include options to extend or terminate the lease when it is reasonably certain we will exercise that option. Certain of the arrangements contain escalating rent payment provisions. An equipment lease described below and leases with an initial term of twelve months have not been recorded on the consolidated balance sheets. We recognize rent expense on a straight-line basis over the lease term.

 

As of June 30, 2023 and December 31, 2022, operating lease right-of-use assets arising from operating leases were $0 and $0, respectively. During the six months ended June 30, 2023, cash paid for amounts included for the measurement of lease liabilities was $95,693 and the Company recorded lease expense in the amount of $208,568 in cost of sales.

 

The Company entered an operating agreement to lease colocation space for 5 years.  This operating agreement starts October 1, 2020 for $7,140 per month.  In addition, the Company entered into office space for Blue Collar which started April 2021 and runs for 3 years beginning at an average of $4,150 for the first six months, $8,300 for twelve months, $8,549 for the next twelve months and $8,805 for the following twelve months.  All other lease agreements for office space are under lease agreements for one year or less.

 

The following is a schedule showing the future minimum lease payments under operating leases by years and the present value of the minimum payments as of June 30, 2023. 

 

2023

 

$7,138,487

 

2024

 

 

797,193

 

2025

 

 

497,486

 

2026

 

 

147,486

 

2027

 

 

7,032

 

Thereafter

 

 

66,000

 

Total operating lease liabilities

 

 

8,653,459

 

Amount representing interest

 

 

(387,236 )

Total net present value

 

$8,266,133

 

 

Office lease used by CEO

 

The Company entered into a lease of 12 months or less for living space which is occupied by Stephen Thomas, Chairman, CEO and President of the Company. Mr. Thomas lives in the space and uses it as his corporate office. The company has paid $15,000 and $15,000 in rent and utility payments for this space for the six months ended June 30, 2023 and 2022, respectively.

 

 
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Financing lease obligations

 

Future minimum lease payments are as follows:

 

2022

 

$724,812

 

2023

 

 

 

2024

 

 

 

2025

 

 

 

2026

 

 

 

Thereafter

 

 

 

Total financing lease liabilities

 

 

724,812

 

Amount representing interest

 

 

 

Total future payments (1)(2)

 

$724,812

 

 ____________________

 

 

(1)

Included is a Telecom Equipment Lease is with an entity owned and controlled by shareholders of the Company and was due August 31, 2020, as amended.

 

Other Commitments and Contingencies

 

Employment Agreements

 

The Company had employment agreements with certain employees of SDM, K Telecom and Air Fitness. The agreements are such that SDM, K Telecom and Air Fitness, on a standalone basis in each case, must provide sufficient cash flow to financially support the financial obligations within the employment agreements. The employment agreements for SDM and Aire Fitness were terminated with the exchange of debt for Series E Preferred Stock. See Note 7.

 

On May 6, 2020, the Company entered into an agreement to employ Ms. Bing Caudle as Vice President of Product Development of the Media One Live platform for an annual salary of $250,000 for five years, including customary employee benefits. The payment was guaranteed for five years whether or not Ms. Caudle is dismissed with cause. This employment agreement was effectively modified with the Software Acquisition Agreement described in Note 5 such that the Company is required to make payroll payments of $250,000 per year for five years to Ms. Caudle and payroll payments totaling $150,000 over three years to her daughter.

 

Litigation

 

We have been named in a lawsuit by EMA Financial, LLC (“EMA”) for failing to comply with a Securities Purchase Agreement entered into in June 2019.   More specifically, EMA claims the Company failed to honor notices of conversion, failed to establish and maintain share reserves, failed to register EMA shares and by failed to assure that EMA shares were Rule 144 eligible within 6 months.  EMA has claimed in excess of $7,614,967 in relief.  The Company has filed a motion in response for which EMA has filed a motion to dismiss.   The Company does not believe at this time that any negative outcome would result in more than the $975,032 it has recorded on its balance sheet as of June 30, 2023.

 

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

 

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

 

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

 

 
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We have been named in lawsuits by three merchant debt companies, Mr. Advance, CLOUDFUND and Fox Capital versus TPT SpeedConnect and TPT for non-payment under the debt agreements for which the companies received judgements in the case of Mr. Advance and CLOUDFUND or a filed lawsuit in case of Fox Capital against the TPT SpeedConnect and TPT.  The judgements and filed lawsuit in case of Fox Capital totaled $595,105, including legal and other fees for which the Company has $619,531 recorded in Debt Financing Agreements.  We are in negotiations with these companies to restructure payment and work out acceptable terms.  Management believes it will not 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 June 30, 2023 and December 31, 2022.

 

Stock Contingencies

 

The Company has convertible debt, preferred stock, options and warrants outstanding for which common shares would be required to be issued upon exercise by the holders.  As of June 30, 2023, the following shares would be issued:

 

Convertible Promissory Notes

 

 

8,385,153,403

 

Series A Preferred Stock (1)

 

 

33,480,996,660

 

Series B Preferred Stock

 

 

2,588,693

 

Series D Preferred Stock (2)

 

 

281,867,069

 

Series E Preferred Stock (3)

 

 

12,347,474,320

 

Stock Options and Warrants

 

 

129,116,666

 

 

 

 

55,257,448,912

 

___________

 

 

(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 June 30, 2023.

 

 

 

 

(2)

Holders of the Series D Preferred Stock may decide after 12 months to convert to common stock @ 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00. There is also an automatic conversion of the Series D Preferred Stock without consent of holders upon any national exchange listing approval and the registration effectiveness of common stock underlying the conversion rights. The automatic conversion to common from Series D Preferred shall be @ 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00.

 

 
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(3)

Holders of the Series E Preferred Stock may decide after 12 months to convert to common stock @ 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00. There is also an automatic conversion of the Series E Preferred Stock without consent of holders upon any national exchange listing approval and the registration effectiveness of common stock underlying the conversion rights. The automatic conversion to common from Series E Preferred shall be @ 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00.

 

Part of the consideration in the acquisition of Aire Fitness was the issuance of 500,000 restricted common shares of the Company vesting and issuable after the common stock reaches at least a $1.00 per share closing price in trading.  To date, this has not occurred but may happen in the future upon which the Company will issue 500,000 common shares to the non-controlling interest owners of Aire Fitness.

 

NOTE 9 – RELATED PARTY ACTIVITY

 

Accounts Payable and Accrued Expenses

 

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

 

Leases

 

See Note 8 for office lease used by CEO.

 

Note Payable and Commitments

 

On March 25, 2022, the Company entered into a Software Development agreement with Mr. and Mrs. Caudle for which a new note payable was created and employment agreements for Mrs. Caudle and her daughter were modified. See Notes 5 and 8.

 

Amounts Receivable – Related Party

 

As of June 30, 2023 and December 31, 2022, there are amounts due from management/shareholders of $263,234 and $518,871, respectively, included in amounts receivable – related party, receivable from Mark Rowen of Blue Collar and Everett Lanier of IST. 

 

Other Agreements

 

On April 17, 2018, the CEO of the Company, Stephen Thomas, signed an agreement with New Orbit Technologies, S.A.P.I. de C.V., a Mexican corporation, (“New Orbit”), majority owned and controlled by Stephen Thomas, related to a license agreement for the distribution of TPT licensed products, software and services related to Lion Phone and VuMe within Mexico and Latin America (“License Agreement”). The License Agreement provides for New Orbit to receive a fully paid-up, royalty-free, non-transferable license for perpetuity with termination only under situations such as bankruptcy, insolvency or material breach by either party and provides for New Orbit to pay the Company fees equal to 50% of net income generated from the applicable activities. The transaction was approved by the Company’s Board of Directors in June 2018. There has been no activity on this agreement.

 

NOTE 10 – SEGMENT REPORTING

 

ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Company's internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for details on the Company's business segments.

 

The Company's chief operating decision maker (“CODM”) has been identified as the CEO who reviews the financial information of separate operating segments when making decisions about allocating resources and assessing performance of the group. Based on management's assessment, the Company considers its most significant segments are those in which it is providing Broadband Internet through TPT SpeedConnect and Media Production services through Blue Collar Medical Testing services through TPT MedTech and QuikLABs.

 

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

 

2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TPT SpeedConnect

 

 

Blue Collar

 

 

TPT MedTech and QuikLabs

 

 

Corporate and other

 

 

Total

 

Revenue

 

$927,812

 

 

 

54,388

 

 

 

 

 

 

371,927

 

 

$1,354,127

 

Cost of revenue

 

$(171,898)

 

 

(29,671)

 

 

 

 

 

(265,642)

 

$(467,211)

Net income (loss)

 

$403,466

 

 

 

(123,430)

 

 

9,727

 

 

 

(1,643,385)

 

$(1,363,349)

Total assets

 

$40,983

 

 

 

1,948,501

 

 

 

9,977

 

 

 

(1,269,672)

 

$719,812

 

Depreciation and amortization

 

$

 

 

 

 

 

 

 

 

 

 

 

$

 

Derivative gain (expense)

 

$

 

 

 

 

 

 

 

 

 

(550,298)

 

$(550,298)

Gain (loss) on debt extinguishment

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

$

 

 

 

(2,862)

 

 

 

 

 

(546,230)

 

$(549,092)

 

2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TPT SpeedConnect

 

 

Blue Collar

 

 

TPT

MedTech and QuikLABS

 

 

Corporate and other

 

 

Total

 

Revenue

 

$1,504,268

 

 

 

595,904

 

 

 

 

 

 

108,313

 

 

$2,208,485

 

Cost of revenue

 

$(1,404,357)

 

 

(305,916)

 

 

 

 

 

(68,902)

 

$(1,779,175)

Net income (loss)

 

$(593,826)

 

 

116,199

 

 

 

(72,234)

 

 

(3,985,589)

 

$(4,535,450)

Total assets

 

$5,872,627

 

 

 

1,540,269

 

 

 

1,364,273

 

 

 

547,289

 

 

$9,324,458

 

Depreciation and amortization

 

$(128,578)

 

 

(2,273)

 

 

(14,931)

 

 

(164,484)

 

$(310,265)

Derivative gain (expense)

 

$

 

 

 

 

 

 

 

 

 

131,374

 

 

$131,374)

Gain (loss) on debt extinguishment

 

$

 

 

 

 

 

 

 

 

 

(384,146)

 

$(384,374)

Interest expense

 

$(234,141)

 

 

(3,063)

 

 

 

 

 

(2,867,734)

 

$(3,104,938)

 

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

 

2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TPT SpeedConnect

 

 

Blue Collar

 

 

TPT

MedTech and QuikLABS

 

 

Corporate and other

 

 

Total

 

Revenue

 

$1,916,613

 

 

 

164,529

 

 

 

 

 

 

804,724

 

 

$2,885,866

 

Cost of sales

 

$(941,675)

 

 

(78,639)

 

 

 

 

 

(550,915)

 

$(1,571,229)

Net income (loss)

 

$708,617

 

 

 

(261,722)

 

 

(1,605)

 

 

(3,282,955)

 

$(2,836,060)

Total assets

 

$40,983

 

 

 

1,948,501

 

 

 

9,977

 

 

 

(1,269,672)

 

$719,812

 

Depreciation and amortization

 

$

 

 

 

 

 

 

 

 

 

(2,546)

 

$(2,546)

Derivative gain (expense)

 

$

 

 

 

 

 

 

 

 

 

(647,883)

 

$(647,883)

Gain (loss) on debt extinguishment

 

$

 

 

 

 

 

 

 

 

 

332,530

 

 

$332,530

 

Interest expense

 

$(42,355)

 

 

(7,328)

 

 

 

 

 

(894,712)

 

$(944,395)

 

2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TPT SpeedConnect

 

 

Blue Collar

 

 

TPT

MedTech and QuikLABS

 

 

Corporate and other

 

 

Total

 

Revenue

 

$3,045,734

 

 

 

694,484

 

 

 

90,315

 

 

 

262,115

 

 

$4,092,648

 

Cost of sales

 

$(2,166,680)

 

 

(453,161)

 

 

 

 

 

(182,548)

 

$(2,802,390)

Net loss

 

$(423,191)

 

 

(107,163)

 

 

(89,922)

 

 

(9,487,649)

 

$(10,107,925)

Total assets

 

$5,872,627

 

 

 

1,540,269

 

 

 

1,364,273

 

 

 

547,289

 

 

$9,324,458

 

Depreciation and amortization

 

$(263,796)

 

 

(3,978)

 

 

(29,862)

 

 

(328,967)

 

$(626,603)

Derivative gain (expense)

 

$

 

 

 

 

 

 

 

 

 

388,398

 

 

$388,398

 

Gain (loss) on debt extinguishment

 

$

 

 

 

 

 

 

 

 

 

(2,367,038)

 

$(2,367,038)

Interest expense

 

$(378,681)

 

 

(5,540)

 

 

 

 

 

(3,895,062)

 

$(4,279,283)

 

 
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NOTE 11 – SUBSEQUENT EVENTS

 

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 June 30, 2023.

 

Settlement Agreement

 

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

 

Consulting Agreement

 

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

 

Acquisitions

 

Broadband

 

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

 

Tekmovil

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Common Stock Issuances

 

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

 

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

 

On September 8, 2023, the Board of Directors granted 52,830,333 shares of common stock to Edward Cabrera, Eduardo Cabrera and Mawe Capital Management, LLC for a $75,000 retainer fee in relation to raising capital. The shares are to be considered fully vested upon 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.

 

Subsequent events were reviewed through the date the financial statements were issued.

 

 
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Forward-Looking Statements and Associated Risks.

 

This Form 10-Q contains certain statements that are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose, any statements contained in this Form 10-Q that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” or “continue” or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our control. These factors include but are not limited to economic conditions generally and in the industries in which we may participate; competition within our chosen industry, including competition from much larger competitors; technological advances and failure to successfully develop business relationships.

 

Based on our financial history since inception, our auditor has expressed substantial doubt as to our ability to continue as a going concern. As reflected in the accompanying financial statements, as of June 30, 2023, we had an accumulated deficit totaling $109,207,777. This raises substantial doubts about our ability to continue as a going concern.

 

RESULTS OF OPERATIONS

 

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

 

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

  

Gross profit for the three months ended June 30, 2023 was $886,916 compared to $429,309 for the prior period. The increase is largely attributable to accounting for operating lease liabilities. Gross profit percentage is 65% in the current period versus 19% in the prior period. There is no amortization in the current period from operating lease assets because of prior year write offs.

  

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

  

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

 

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

 

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

 

During the three months ended June 30, 2023, we recognized a net loss of $1,363,349 versus $4,535,450 for the prior period. The difference mainly is activity in the prior period related to depreciation and amortization and interest expense explained above.

 

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

 

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

  

Gross profit for the six months ended June 30, 2023 was $1,314,637 compared to $1,290,258 for the prior period.  The increase is largely attributable to better margins for TPT SpeedConnect from unprofitable towers being shut down offset partially from no margin or revenue in TPT Asia or TPT MedTech. Gross profit percentage for the current period is 46% versus 31% for the prior period. There is no amortization in the current period from operating lease assets because of prior period write offs.

  

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

 

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

 

The gain of $332,530 for the period ended June 30, 2023 and the loss on debt extinguishment of $2,367,038 for the prior period ended June 30, 2022 result from the exchange of accounts payable, financing arrangements and lease agreement balances for Series E Preferred Stock.

 

Interest expense increased for the six months ended June 30, 2023 compared to the prior period by $3,334,888. The decrease comes largely from the amortization of debt discounts and default provisions on the Company’s derivative securities in the prior period.

 

During the six months ended June 30, 2023, we incurred a net loss of $2,836,060 compared to $10,107,925 for the prior period. The difference was largely from the loss on extinguishment of accounts payable, financing arrangements and lease agreement balances, interest expense from amortization of debt discounts and default accounting for derivative securities and depreciation and amortization in the prior year versus the current period.

  

LIQUIDITY AND CAPITAL RESOURCES

 

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

 

In addition, we report increases and reductions in liabilities as uses of cash and deceases assets and increases in liabilities as sources of cash, together referred to as changes in operating assets and liabilities.  For the six months ended June 30, 2023, we had a net increase in our assets and liabilities of $1,003,857 primarily from an increase in accounts payable from lag of payments for accounts payable for cash flow considerations and increase in prepaid expenses.  For the six months ended June 30, 2022 we had a net increase to our assets and liabilities of $2,228,694 for similar reasons.

 

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

 

Cash flows used in investing activities were $0 and $16,297, respectively, for the six months ended June 30, 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.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

 

 
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ITEM 4. CONTROLS AND PROCEDURES

 

Disclosure Controls and Procedures

 

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time period specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is accumulated and communicated to management including our principal executive officer/principal financial officer as appropriate, to allow timely decisions regarding required disclosure.

 

Management has carried out an evaluation of the effectiveness of the design and operation of our company’s disclosure controls and procedures. Due to the lack of personnel and outside directors, management concluded that the Company’s disclosure controls and procedures are not effective as of such date. The Company anticipates that with further resources, the Company will expand both management and the board of directors with additional officers and independent directors in order to provide sufficient disclosure controls and procedures.

 

Changes in Internal Control Over Financial Reporting

 

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f)) during the quarter ended June 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

 

 
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PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

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 $975,032 it has recorded on its balance sheet as of June 30, 2023.

 

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

  

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

 

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

 

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

 

 
36

Table of Contents

 

ITEM 1A. RISK FACTORS

 

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

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

Recent Sales of Unregistered Securities

 

Aside from what has been disclosed in our Registration Statement on Form S-1/A dated February 13, 2019, amended December 10, 2019, September 14, 2020 and September 29, 2020, and Registration Statement on Form S-8 dated September 25, 2020, Registration Statement on Form S-1 dated October 28, 2020 and amended on January 15, 2021, Registration Statement on Form S-1 dated June 30, 2021, amended on July 6, 2021 and July 14, 2021, Registration Statement on Form S-1 dated February 25, 2022 and amended March 1, 2022, we have issued the following pursuant to conversions of amounts due under convertible promissory notes.  Otherwise, we have not sold unregistered securities in the past 2 years without registering the securities under the Securities Act of 1933.

 

2023 Conversions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Date

 

Principal

 

 

Accrued

Int & Fees

 

 

Share Amounts

 

 

Price Per Share

 

FirstFire

 

2/14/2023

 

 

60,000

 

 

 

 

 

 

50,000,000

 

 

 

0.0012

 

 

 

2/27/2023

 

 

78,000

 

 

 

 

 

 

65,000,000

 

 

 

0.0012

 

 

 

3/14/2023

 

 

78,000

 

 

 

 

 

 

65,000,000

 

 

 

0.0012

 

 

 

7/24/2023

 

 

96,000

 

 

 

 

 

 

 

80,000,000

 

 

 

0.0012

 

 

 

 

 

 

312,000

 

 

 

 

 

 

260,000,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cavalry Investment

 

1/30/2023

 

 

22,000

 

 

 

 

 

 

 

18,333,334

 

 

 

0.0012

 

 

 

2/17/2023

 

 

27,000

 

 

 

 

 

 

22,500,000

 

 

 

0.0012

 

 

 

 

 

 

49,000

 

 

 

 

 

 

40,833,334

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cavalry Fund I

 

1/30/2023

 

 

44,000

 

 

 

 

 

 

 

36,666,667

 

 

 

0.0012

 

 

 

2/17/2023

 

 

54,000

 

 

 

 

 

 

45,000,000

 

 

 

0.0012

 

 

 

3/8/2023

 

 

33,230

 

 

 

 

 

 

36,922,043

 

 

 

0.0009

 

 

 

 

 

 

131,230

 

 

 

 

 

 

118,588,710

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1800 Diagonal

 

1/4/2023

 

 

35,000

 

 

 

 

 

 

 

31,818,182

 

 

 

0.0011

 

 

 

1/6/2023

 

 

40,000

 

 

 

 

 

 

36,363,636

 

 

 

0.0011

 

 

 

1/17/2023

 

 

50,000

 

 

 

 

 

 

41,666,667

 

 

 

0.0012

 

 

 

1/20/2023

 

 

21,094

 

 

 

 

 

 

17,577,958

 

 

 

0.0012

 

 

 

8/10/23

 

 

17,000

 

 

 

 

 

 

 

25,000,000

 

 

 

0.0007

 

 

 

 

 

 

163,094

 

 

 

 

 

 

152,426,443

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Conversions 2023

 

 

 

 

655,324

 

 

 

 

 

 

571,848,487

 

 

 

 

 

 

 
37

Table of Contents

 

2022 Conversions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Date

 

Principal

 

 

Accrued

Int & Fees

 

 

Share Amounts

 

 

Price Per Share

 

FirstFire

 

9/15/2022

 

 

59,160

 

 

 

 

 

 

17,000,000

 

 

 

0.0035

 

 

 

10/19/2022

 

 

61,875

 

 

 

 

 

 

50,000,000

 

 

 

0.0012

 

 

 

12/14/2022

 

 

125,625

 

 

 

 

 

 

50,000,000

 

 

 

0.0025

 

 

 

 

 

 

246,660

 

 

 

 

 

 

117,000,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Talos

 

9/1/2022

 

 

271,750

 

 

 

28,925

 

 

 

40,090,000

 

 

 

0.0075

 

 

 

 

 

 

271,750

 

 

 

28,925

 

 

 

40,090,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Blue Lake

 

9/8/2022

 

 

263,585

 

 

 

96,863

 

 

 

48,059,600

 

 

 

0.0075

 

 

 

 

 

 

263,585

 

 

 

96,863

 

 

 

48,059,600

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cavalry Investment

 

11/15/2022

 

 

18,000

 

 

 

 

 

 

15,000,000

 

 

 

0.0012

 

 

 

 

 

 

18,000

 

 

 

 

 

 

15,000,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cavalry Fund I

 

10/25/2022

 

 

 

 

 

25,000

 

 

 

20,161,290

 

 

 

0.0012

 

 

 

11/15/2022

 

 

36,000

 

 

 

 

 

 

30,000,000

 

 

 

0.0012

 

 

 

 

 

 

36,000

 

 

 

 

 

 

50,161,290

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1800 Diagonal

 

11/17/2022

 

 

25,000

 

 

 

 

 

 

20,833,333

 

 

 

0.0012

 

 

 

12/22/2022

 

 

40,000

 

 

 

 

 

 

20,000,000

 

 

 

0.0020

 

 

 

12/30/2022

 

 

25,000

 

 

 

 

 

 

22,727,273

 

 

 

0.0011

 

 

 

 

 

 

90,000

 

 

 

 

 

 

63,560,606

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Conversions 2022

 

 

 

 

925,995

 

 

 

147,288

 

 

 

333,871,496

 

 

 

 

 

 

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

 

Exemption From Registration Claimed

 

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

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

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

  

 
38

Table of Contents

 

ITEM 4. MINE SAFETY DISCLOSURE

 

Not Applicable.

 

ITEM 5. OTHER INFORMATION

 

None.

 

ITEM 6. EXHIBITS

 

Exhibits. The following is a complete list of exhibits filed as part of this Form 10-Q. Exhibit numbers correspond to the numbers in the Exhibit Table of Item 601 of Regulation S-K.

 

Exhibit No.

 

Description 

31.1

 

Certification of Chief Executive Officer Pursuant to Rule 13a–14(a) or 15d-14(a) of the Securities Exchange Act of 1934

31.2

 

Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934

32.1

 

Certification of Chief Executive Officer under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2

 

Certification of Chief Financial Officer under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS

 

XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH

 

XBRL Taxonomy Extension Schema Document

101.CAL

 

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

 

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

 

XBRL Taxonomy Extension Label Linkbase Document

101.PRE

 

XBRL Taxonomy Extension Presentation Linkbase Document

104

 

Cover Page Interactive Data File (formatted as an Inline XBRL document and included in Exhibit 101)

 

 
39

Table of Contents

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

TPT GLOBAL TECH, INC.

 

 

(Registrant)

 

 

 

 

 

Dated: October 27, 2023

By:

/s/ Stephen J. Thomas, III

 

 

 

Stephen J. Thomas, III

 

 

 

(Chief Executive Officer, Principal Executive Officer)

 

 

 

 

 

Dated: October 27, 2023

By:

/s/ Gary L. Cook

 

 

 

Gary L. Cook

 

 

 

(Chief Financial Officer, Principal Accounting Officer)

 

 

 
40

   

nullnullnullnullv3.23.3
Cover - shares
6 Months Ended
Jun. 30, 2023
Oct. 26, 2023
Cover [Abstract]    
Entity Registrant Name TPT Global Tech, Inc.  
Entity Central Index Key 0001661039  
Document Type 10-Q  
Amendment Flag false  
Current Fiscal Year End Date --12-31  
Entity Small Business true  
Entity Shell Company false  
Entity Emerging Growth Company true  
Entity Current Reporting Status Yes  
Document Period End Date Jun. 30, 2023  
Entity Filer Category Non-accelerated Filer  
Document Fiscal Period Focus Q2  
Document Fiscal Year Focus 2023  
Entity Ex Transition Period false  
Entity Common Stock Shares Outstanding   1,882,579,354
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  
Local Phone Number 301-4200  
Document Quarterly Report true  
Document Transition Report false  
Entity Interactive Data Current Yes  
v3.23.3
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)
Jun. 30, 2023
Dec. 31, 2022
CURRENT ASSETS    
Cash and cash equivalents $ 8,489 $ 88,301
Accounts receivable, net 228,521 193,917
Accounts receivable - related party 263,234 518,871
Notes receivable, net 55,938 64,393
Prepaid expenses and other current assets 119,189 119,908
Total current assets 675,371 985,390
NON-CURRENT ASSETS    
Property and equipment, net 2,018 4,564
Deposits and other assets 42,423 64,486
Total non-current assets 44,441 69,050
TOTAL ASSETS 719,812 1,054,440
Current liabilities    
Accounts payable and accrued expenses 10,905,369 10,450,711
Deferred revenue 0 75,556
Customer liability 338,725 338,725
Current portion of loans, advances and factoring agreements 1,463,585 1,276,770
Convertible notes payable, net of discounts 3,361,729 3,054,869
Notes payable - related parties, net of discounts 4,803,431 4,762,579
Convertible notes payable - related parties, net of discounts 553,100 553,100
Derivative liabilities 5,353,402 4,822,398
Current portion of operating lease liabilities 7,274,336 5,897,274
Financing lease liabilities - related party 724,812 710,776
Total current liabilities 34,778,489 31,942,758
NON-CURRENT LIABILITIES    
Loans, advances and factoring agreements, net of current portion and discounts 0 144,460
Operating lease liabilities, net of current portion 991,797 1,932,599
Total non-current liabilities 991,797 2,077,059
Total liabilities 35,770,286 34,019,817
Commitments and contingencies 0 0
MEZZANINE EQUITY    
Total mezzanine equity 58,249,908 58,249,908
Stockholders' DEFICIT    
Common stock, $.001 par value, 4,500,000,000 shares authorized, 1,723,749,021 and 1,256,900,534 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively 1,723,749 1,256,901
Subscriptions payable 37,560 26,910
Additional paid-in capital 14,907,994 13,966,895
Accumulated deficit (109,207,777) (106,418,722)
Total TPT Global Tech, Inc. stockholders' deficit (92,538,474) (91,168,016)
Non-controlling interests (761,908) 47,269
Total stockholders' deficit (93,300,382) (91,215,285)
Total liabilities and stockholders' DEFICIT 719,812 1,054,440
Series A Convertible Preferred Stock (Member)    
CURRENT ASSETS    
PreferredStockValue 42,983,742 42,983,742
Series B Convertible Preferred Stock (Member)    
CURRENT ASSETS    
PreferredStockValue 1,677,473 1,677,473
Series C Convertible Preferred Stock (Member)    
CURRENT ASSETS    
PreferredStockValue 0 0
Series D Convertible Preferred Stock (Member)    
CURRENT ASSETS    
PreferredStockValue 244,592 244,592
Series E Convertible Preferred Stock (Member)    
CURRENT ASSETS    
PreferredStockValue $ 13,344,101 $ 13,344,101
v3.23.3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares
Jun. 30, 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 1,723,749,021 1,256,900,534
Common stock, outstanding 1,723,749,021 1,256,900,534
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 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 C Preferred Stock    
Mezzanine stock, authorized 3,000,000 3,000,000
Mezzanine stock, issued 0 0
Mezzanine stock, outstanding 0 0
Series D Preferred Stock    
Mezzanine stock, authorized 10,000,000 10,000,000
Mezzanine stock, issued 46,649 46,649
Mezzanine stock, outstanding 46,649 46,649
v3.23.3
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Revenues:        
Product $ 0 $ 0 $ 0 $ 82,000
Services 1,354,127 2,208,485 2,885,866 4,010,648
Total Revenues 1,354,127 2,208,485 2,885,866 4,092,648
COST OF SALES:        
Cost Of Sale From Product 0 279 0 27,882
Cost Of Sales From Services 467,211 1,778,897 1,571,229 2,774,508
Total Costs of Sales 467,211 1,779,176 1,571,229 2,802,390
Gross profit 886,916 429,309 1,314,637 1,290,258
EXPENSES:        
Professional 170,536 311,676 1,205,480 644,626
Payroll and related 555,055 583,061 1,170,061 1,250,953
General and administrative 426,679 397,284 886,830 868,897
Research and development 0 0 0 1,750,000
Depreciation 0 146,208 2,546 298,489
Amortization 0 164,057 0 328,114
Total expenses 1,152,270 1,602,286 3,264,917 5,141,079
Loss from operations (265,354) (1,172,977) (1,950,280) (3,850,821)
OTHER INCOME (EXPENSE)        
Derivative gain (expense) (550,298) 131,374 (647,883) 388,398
Gain (loss) on debt extinguishment 0 (384,146) 332,530 (2,367,038)
Interest expense (549,092) (3,104,938) (944,395) (4,279,283)
Other income (expense) 1,395 (4,763) 373,968 819
Total other income (expenses) (1,097,995) (3,362,473) (885,780) (6,257,104)
Net loss before income taxes (1,363,349) (4,535,450) (2,836,060) (10,107,925)
Income taxes 0 0 0 0
NET LOSS BEFORE NON-CONTROLLING INTERESTS (1,363,349) (4,535,450) (2,836,060) (10,107,925)
NET LOSS (INCOME) ATTRIBUTABLE TO NON-CONTROLLING INTERESTS (35,405) (1,040) 47,005 (9,523)
NET LOSS ATTRIBUTABLE TO TPT GLOBAL TECH, INC. SHAREHOLDERS $ (1,398,754) $ (4,536,490) $ (2,789,055) $ (10,117,448)
Loss per common share: Basic and diluted $ (0.00) $ (0.00) $ (0.00) $ (0.01)
Weighted average number of common shares outstanding:        
Basic and diluted 1,723,749,021 923,029,038 1,615,825,684 923,029,038
v3.23.3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT (Unaudited) - USD ($)
Total
Common Stock
Subscriptions Payable
Additional Paid-In Capital
Accumulated Deficit
Noncontrolling Interest
Balance, shares at Dec. 31, 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 issued for services or subscription payable 10,650 0 10,650 0 0 0
Net loss (10,107,925) $ 0 0 0 (10,117,448) 9,523
Balance, shares at Jun. 30, 2022   923,029,038        
Balance, amount at Jun. 30, 2022 (41,160,298) $ 923,029 16,260 12,860,873 (55,039,285) 78,825
Balance, shares at Mar. 31, 2022   923,029,038        
Balance, amount at Mar. 31, 2022 (36,630,173) $ 923,029 10,935 12,860,873 (50,502,795) 77,785
Common stock issued for services or subscription payable 5,325 0 5,325 0 0 0
Net loss (4,535,450) $ 0 0 0 (4,536,490) 1,040
Balance, shares at Jun. 30, 2022   923,029,038        
Balance, amount at Jun. 30, 2022 (41,160,298) $ 923,029 16,260 12,860,873 (55,039,285) 78,825
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)
Net loss (2,836,060) 0 0 0 (2,789,055) (47,005)
Subscription payable for services 10,650 $ 0 10,650 0 0 0
Issuance of shares for exchange for debt, shares   466,848,487        
Issuance of shares for exchange for debt, amount 804,088 $ 466,848 0 337,240 0 0
Acquisition of Asberry 22 Holdings, Inc. (63,775) $ 0 0 603,859   (667,634)
Balance, shares at Jun. 30, 2023   1,723,749,021        
Balance, amount at Jun. 30, 2023 (93,300,382) $ 1,723,749 37,560 14,907,994 (109,207,777) (761,908)
Balance, shares at Mar. 31, 2023   1,723,749,021        
Balance, amount at Mar. 31, 2023 (91,942,358) $ 1,723,749 32,235 14,907,994 (107,809,023) (797,313)
Net loss (1,363,349) 0 0 0 (1,398,754) 35,405
Subscription payable for services 5,325 $ 0 5,325 0 0 0
Balance, shares at Jun. 30, 2023   1,723,749,021        
Balance, amount at Jun. 30, 2023 $ (93,300,382) $ 1,723,749 $ 37,560 $ 14,907,994 $ (109,207,777) $ (761,908)
v3.23.3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)
6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Cash flows from operating activities:    
Net loss $ (2,836,060) $ (10,107,925)
Adjustments to reconcile net loss to net cash used in operating activities:    
Depreciation 2,546 298,489
Amortization 0 328,114
Amortization of debt discounts 512,093 3,482,304
Convertible Note payable issued for Asberry Series A Stock 508,553 0
Note payable issued for research and development 0 1,550,000
Derivative expense (gain) 647,883 (388,398)
Gain (loss) on extinguishment of debt (332,530) 2,367,038
Share-based compensation: Common stock 10,650 10,650
Changes in operating assets and liabilities:    
Accounts receivable (34,604) (55,925)
Accounts receivable - related party 255,637 0
Prepaid expenses and other assets 13,424 (129,113)
Deposits and other assets 22,061 228,155
Accounts payable and accrued expenses 386,635 1,509,391
Net change in operating lease right of use assets and liabilities 436,260 730,122
Other liabilities (75,556) (250,248)
Net cash used in operating activities (483,008) (427,346)
Cash flows from investing activities:    
Purchase of equipment 0 (16,297)
Net cash used in investing activities 0 (16,297)
Cash flows from financing activities:    
Proceeds from convertible notes, loans and advances 362,344 1,256,187
Payment on convertible loans, advances and factoring agreements 0 (1,186,503)
Proceeds from notes payable - related parties 40,852 0
Payments on convertible notes and amounts payable - related parties 0 (36,882)
Net cash provided by financing activities 403,196 32,802
Net change in cash (79,812) (410,841)
Cash and cash equivalents - beginning of period 88,301 518,066
Cash and cash equivalents - end of period 8,489 107,225
Supplemental Cash Flow Information:    
Interest 49,762 5,540
Taxes 0 0
Non-Cash Investing and Financing Activities:    
Debt discount on factoring agreement 489,089 1,070,591
Series E Preferred Stock issued in exchange for debt and payables 0 13,344,101
Common Stock issued for conversion of notes payable 804,088 0
Acquisition of net liabilities of Asberry 22 Holdings, Inc. $ 63,775 $ 0
v3.23.3
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
6 Months Ended
Jun. 30, 2023
Series A Preferred Stock  
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 1 - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Nature of Operations

  

The Company was originally incorporated in 1988 in the state of Florida. TPT Global, Inc., a Nevada corporation formed in June 2014, merged with Ally Pharma US, Inc., a Florida corporation, (“Ally Pharma”, formerly known as Gold Royalty Corporation) in a “reverse merger” wherein Ally Pharma issued 110,000,000 shares of Common Stock, or 80% ownership, to the owners of TPT Global, Inc. in exchange for all outstanding common stock of TPT Global Inc. and Ally Pharma agreed to change its name to TPT Global Tech, Inc. (jointly referred to as “the Company” or “TPTG”).

 

The following acquisitions have resulted in entities which have been consolidated into TPTG since the reverse merger in 2014.

 

Name

 

Herein referred to as

 

Acquisition or Incorporation Date

 

Ownership

TPT Global Tech, Inc.

 

Company or TPTG

 

 

1988

 

 

 

100

%

Copperhead Digital Holdings, Inc.

 

Copperhead Digital or CDH

 

 

2015

 

 

 

100

%

TruCom, LLC

 

TruCom

 

 

2015

 

 

 

100

%

CityNet Arizona, LLC

 

CityNet

 

 

2015

 

 

 

100

%

San Diego Media Inc.

 

SDM

 

 

2016

 

 

 

100

%

Blue Collar Production, Inc.

 

Blue Collar

 

 

2018

 

 

 

100

%

TPT SpeedConnect, LLC

 

TPT SpeedConnect (2)

 

 

2019

 

 

 

86

%

TPT Federal, LLC

 

TPT Federal

 

 

2020

 

 

 

100

%

TPT MedTech, LLC

 

TPT MedTech

 

 

2020

 

 

 

100

%

TPT Strategic, Inc.

 

TPT Strategic

 

 

2020

 

 

 

0

%

QuikLab 1 LLC

 

Quiklab 1

 

 

2020

 

 

 

80

%

QuikLAB 2, LLC

 

QuikLAB 2

 

 

2020

 

 

 

80

%

QuikLAB 3, LLC

 

QuikLAB 3

 

 

2020

 

 

 

80

%

The Fitness Container, LLC

 

Air Fitness

 

 

2020

 

 

 

75

%

TPT Global Tech Asia Limited

 

TPT Asia

 

 

2020

 

 

 

78

%

TPT MedTech UK LTD

 

TPT MedTech UK

 

 

2020

 

 

 

100

%

TPT Global Defense Systems, Inc.

 

TPT Global Defense

 

 

2021

 

 

 

100

%

TPT Innovations Technology, Inc.

 

TPT Innovations

 

 

2021

 

 

 

100

%

TPT Global Caribbean Inc.

 

TPT Caribbean

 

 

2021

 

 

 

100

%

TPT Media and Entertainment, LLC

 

TPT Media and Entertainment

 

 

2021

 

 

 

100

%

VuMe Live, LLC

 

VuMe Live

 

 

2021

 

 

 

100

%

Digithrive, LLC

 

Digithrive

 

 

2021

 

 

 

100

%

Information Security and Training, LLC

 

IST (1)

 

 

2022

 

 

 

0

%

Asberry 22 Holdings, Inc.

 

Asberry or ASHI

 

 

2023

 

 

 

86

%

  

(1)

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

 

 

 

 

(2)

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

 

We are based in San Diego, California, and operate as a technology-based company with divisions providing telecommunications, medical technology and product distribution, media content for domestic and international syndication as well as technology solutions. We operate on our own proprietary Global Digital Media TV and Telecommunications infrastructure platform and also provide technology solutions to businesses domestically and worldwide. We offer Software as a Service (SaaS), Technology Platform as a Service (PAAS), Cloud-based Unified Communication as a Service (UCaaS) and carrier-grade performance and support for businesses over our private IP MPLS fiber and wireless network in the United States. Our cloud-based UCaaS services allow businesses of any size to enjoy all the latest voice, data, media and collaboration features in today's global technology markets. We also operate as a Master Distributor for Nationwide Mobile Virtual Network Operators (MVNO) and Independent Sales Organization (ISO) as a Master Distributor for Pre-Paid Cellphone services, Mobile phones, Cellphone Accessories and Global Roaming Cellphones.

Significant Accounting Policies

 

Please refer to Note 1 of the Notes to the Consolidated Financial Statements in the Company's most recent Form 10-K for all significant accounting policies of the Company, with the exception of those discussed below.

 

Basis of Presentation

 

The accompanying unaudited condensed consolidated financial statements have been prepared according to the instructions to Form 10-Q and Section 210.8-03(b) of Regulation S-X of the Securities and Exchange Commission (“SEC”) and, therefore, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been omitted.

 

In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended June 30, 2023, are not necessarily indicative of the results that may be expected for the year ending December 31, 2023.

 

These condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements for the year ended December 31, 2022. The condensed consolidated balance sheet as of June 30, 2023, has been derived from the consolidated financial statements at that date, but does not include all of the information and footnotes required by GAAP.

 

Our condensed consolidated financial statements include the accounts of those entities outlined in Nature of Operations giving consideration to the non-controlling interests where appropriate.  All intercompany accounts and transactions have been eliminated in consolidation.

 

Revenue Recognition

 

We use the following criteria described below in more detail for each business unit:

 

Identify the contract with the customer.

Identify the performance obligations in the contract.

Determine the transaction price.

Allocate the transaction price to performance obligations in the contract.

Recognize revenue when or as we satisfy a performance obligation. lo

 

Reserves are recorded as a reduction in net sales and are not considered material to our consolidated statements of operations for the six months ended June 30, 2023 and 2022. In addition, we invoice our customers for taxes assessed by governmental authorities such as sales tax and value added taxes, where applicable. We present these taxes on a net basis.

 

The Company’s revenue generation for the three and six months ended June 30, 2023 and 2022 came from the following sources disaggregated by services and products, which sources are explained in detail below.  

 

 

 

For the three

months ended

June 30, 2023

 

 

For the three

months ended

June 30, 2022

 

 

For the six

months ended

June 30, 2023

 

 

For the six

months ended

June 30, 2022 

 

TPT SpeedConnect

 

$927,812

 

 

$1,504,268

 

 

$1,916,613

 

 

$3,045,734

 

Blue Collar

 

 

54,388

 

 

 

595,904

 

 

 

164,529

 

 

 

694,484

 

IST (1)

 

 

371,017

 

 

 

 

 

 

801,251

 

 

 

 

TPT MedTech

 

 

 

 

 

 

 

 

 

 

 

90,315

 

Other (2)

 

 

910

 

 

 

108,313

 

 

 

3,473

 

 

 

180,115

 

Total Services Revenues

 

$1,354,127

 

 

$2,208,485

 

 

$2,885,866

 

 

$4,010,648

 

Air Fitness

 

 

 

 

 

 

 

 

 

 

 

82,000

 

Total Product Revenues

 

$

 

 

$

 

 

$

 

 

$82,000

 

Total Revenue

 

$1,354,127

 

 

$2,208,485

 

 

$2,885,866

 

 

$4,092,648

 

__________ 

 

(1)

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

 

 

 

 

(2)

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

TPT SpeedConnect: ISP and Telecom Revenue

 

TPT SpeedConnect is a rural Internet provider operating in 5 Midwestern States under the trade name SpeedConnect. TPT SC’s primary business model is subscription based, pre-paid monthly reoccurring revenues, from wireless delivered, high-speed internet connections. In addition, the company resells third-party satellite and DSL internet and IP telephony services. Revenue generated from sales of telecommunications services is recognized as the transaction with the customer is considered closed and the customer receives and accepts the services that were the result of the transaction. There are no financing terms or variable transaction prices. Due date is detailed on monthly invoices distributed to customer. Services billed monthly in advance are deferred to the proper period as needed. Deferred revenue are contract liabilities for cash received before performance obligations for monthly services are satisfied. Deferred revenue for TPT SpeedConnect as of June 30, 2023 and December 31, 2022 are $0 and $75,556, respectively. Certain of our products require specialized installation and equipment. For telecom products that include installation, if the installation meets the criteria to be considered a separate element, product revenue is recognized upon delivery, and installation revenue is recognized when the installation is complete. The Installation Technician collects the signed quote containing terms and conditions when installing the site equipment at customer premises.

 

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

 

The overwhelming majority of our revenue continues to be recognized when transactions occur. Since installation fees are generally small relative to the size of the overall contract and because most contracts are for two years or less, the impact of not recognizing installation fees over the contract is immaterial.

 

Blue Collar: Media Production Services 

 

Blue Collar creates original live action and animated content productions and has produced hundreds of hours of material for the television, theatrical, home entertainment and new media markets. Blue Collar designs branding and marketing campaigns and has had agreements with some of the world’s largest companies including PepsiCo, Intel, HP, WalMart and many other Fortune 500 companies. Additionally, they create motion picture, television and home entertainment marketing campaigns for studios including Sony, DreamWorks, Twentieth Century Fox, Universal Studios, Paramount Studios, and Warner Brothers. With regard to revenue recognition, Blue Collar receives an agreement from each client to perform defined work. Some agreements are written, some are verbal. Work may include creation of marketing materials and/or content creation. Some work may be short term and take weeks to create and some work may be longer and take months to create. There are instances where customer agreements segregate identifiable obligations (like filming on site vs. film editing and final production) with separate transaction pricing. The performance obligation is generally satisfied upon delivery of such film or production products, at which time revenue is recognized. There are no financing terms or variable transaction prices.

 

IST: Revenue and Cost Recognition

 

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

 

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

 

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

 

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

 

·

the completeness and accuracy of the original bid;

 

·

costs associated with scope changes;

 

·

costs of labor and/or materials;

 

·

extended overhead and other costs due to owner, weather, and other delays;

 

·

subcontractor performance issues;

 

·

changes in productivity expectations;

 

·

site conditions that differ from those assumed in the original bid (to the extend contract remedies are unavailable);

 

·

the availability and skill level of workers in the geographic location of the project;

 

·

a change in the availability and proximity of equipment and materials; and

 

·

the ability to fully and promptly recover on claims for additional contract costs.

 

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

 

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

 

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

 

TPT MedTech: Medical Testing Revenue

 

TPT MedTech operates in the Point of Care Testing (“POCT”) market by primarily offering mobile medical testing facilities and software equipped for mobile devices to monitor and manage personalized healthcare.  Services used from our mobile medical testing facilities are billing through credit cards at the time of service.  Revenue is generated from our software platform as users sign up for our mobile healthcare monitor and management application and tests are performed.  If medical testing is in one our own owned facility, the usage of the software application is included in the testing fees.  If the testing is in a non-owned outside contracted facility, fees are generated from the usage of the software application on a per test basis and billed monthly.

 

TPT MedTech also offers various products.  One is to build and sell its mobile testing facilities called QuikLABs designed for mobile testing.  This is used by TPT MedTech for its own testing services.  Another is to build customized mobile gyms for exercising.  This is sold to third parties.  Another is medical equipment, one of which is a sanitizing unit called SANIQuik which is used as a safe and flexible way to sanitize providing an additional routine to hand washing and facial coverings.  The SANIQuik has not yet been approved for sale in the United States but has in some parts of the European community.  Revenues from these products are recognized when a product is delivered, the sales transaction considered closed and accepted by a customer.  When deposits are received for which a product has not been delivered, it is recognized as deferred revenue.  Deferred revenue as of June 30, 2023 and December 31, 2022 was $0 and $0, respectively. There are no financing terms or variable transaction prices for either of these products.

 

SDM: Ecommerce, Email Marketing and Web Design Services

 

SDM generates revenue by providing ecommerce, email marketing and web design solutions to small and large commercial businesses, complete with monthly software support, updates and maintenance. Services are billed monthly. There are no financing terms or variable transaction prices. Platform infrastructure support is a prepaid service billed in monthly recurring increments. The services are billed a month in advance and due prior to services being rendered. The revenue is deferred when invoiced and booked in the month the service is provided. There is no deferred revenue as of June 30, 2023 and December 31, 2022. Software support services (including software upgrades) are billed in real time, on the first of the month. Web design service revenues are recognized upon completion of specific projects. Revenue is booked in the month the services are rendered and payments are due on the final day of the month. There are usually no contract revenues that are deferred until services are performed.

K Telecom: Prepaid Phones and SIM Cards Revenue

 

K Telecom generates revenue from reselling prepaid phones, SIM cards, and rechargeable minute traffic for prepaid phones to its customers (primarily retail outlets). Product sales occur at the customer’s locations, at which time delivery occurs and cash or check payment is received. The Company recognizes the revenue when they receive payment at the time of delivery. There are no financing terms or variable transaction prices.

 

Copperhead Digital: ISP and Telecom Revenue

 

Copperhead Digital operated as a regional internet and telecom services provider operating in Arizona under the trade name Trucom.  Although there are currently no customers and it will take capital to reopen this revenue stream, Copperhead Digital operated as a wireless telecommunications Internet Service Provider (“ISP”) facilitating both residential and commercial accounts. Copperhead Digital’s primary business model was subscription based, pre-paid monthly reoccurring revenues, from wireless delivered, high-speed internet connections. In addition, the company resold third-party satellite and DSL internet and IP telephony services. Revenue generated from sales of telecommunications services was recognized as the transaction with the customer is considered closed and the customer received and accepted the services that were the result of the transaction. There are no financing terms or variable transaction prices. Due date was detailed on monthly invoices distributed to customer. Services billed monthly in advance were deferred to the proper period as needed. Deferred revenue was contract liabilities for cash received before performance obligations for monthly services are satisfied. Certain of its products required specialized installation and equipment. For telecom products that included installation, if the installation met the criteria to be considered a separate element, product revenue was recognized upon delivery, and installation revenue was recognized when the installation was complete. The Installation Technician collected the signed quote containing terms and conditions when installing the site equipment at customer premises.

 

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

 

The overwhelming majority of revenue was recognized when transactions occurred. Since installation fees were generally small relative to the size of the overall contract and because most contracts were for a year or less, the impact of not recognizing installation fees over the contract was immaterial.

 

Basic and Diluted Net Loss Per Share

 

The Company computes net income (loss) per share in accordance with ASC 260, “Earning per Share”. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholder (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method for options and warrants and using the if-converted method for preferred stock and convertible notes. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As of June 30, 2023, the Company had shares that were potentially common stock equivalents as follows: 

 

Convertible Promissory Notes

 

 

8,385,153,403

 

Series A Preferred Stock (1)

 

 

33,480,996,660

 

Series B Preferred Stock

 

 

2,588,693

 

Series D Preferred Stock (2)

 

 

281,867,069

 

Series E Preferred Stock (3)

 

 

12,347,474,320

 

Stock Options and Warrants

 

 

129,116,666

 

 

 

 

55,257,448,912

 

___________

 

 

(1)

Holder of the Series A Preferred Stock which is Stephen J. Thomas, is guaranteed 60% of outstanding common stock upon conversion. The Company would have to authorize additional shares for this to occur as only 4,500,000,000 shares are currently authorized.

 

 

 

 

(2)

Holders of the Series D Preferred Stock may decide after 12 months to convert to common stock @ 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00. There is also an automatic conversion of the Series D Preferred Stock without consent of holders upon any national exchange listing approval and the registration effectiveness of common stock underlying the conversion rights. The automatic conversion to common from Series D Preferred shall be @ 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00.

 

(3)

Holders of the Series E Preferred Stock may decide after 12 months to convert to common stock @ 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00. There is also an automatic conversion of the Series E Preferred Stock without consent of holders upon any national exchange listing approval and the registration effectiveness of common stock underlying the conversion rights. The automatic conversion to common from Series E Preferred shall be @ 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00.

 

Financial Instruments and Fair Value of Financial Instruments

 

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

 

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

 

Level 1 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 June 30, 2023 are the following:

 

Derivative Instrument

 

Fair Value

 

Convertible Promissory Notes

 

$5,210,611

 

Fair value of Warrants issued with the derivative instruments

 

 

142,791

 

 

 

$5,353,402

 

 

Recently Issued Financial Accounting Standards

 

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

v3.23.3
ACQUISITIONS
6 Months Ended
Jun. 30, 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 six months ended June 30, 2023.  On a proforma basis any adjustments would not be significant.

 

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

 

Dated as of June 29, 2022, for synergies and the opportunity at other revenue streams, TPT Strategic entered into a definitive agreement for the acquisition of the assets and  Information Security and Training LLC (“IST LLC” or “IST”) (www.istincs.com)  a June 30 Construction and Information Technology Services company based in Huntsville Alabama with branch offices in Nashville TN, Birmingham Al, Jackson MS, Fort Campbell KY, New Orleans LA, and Joint Base Lewis-McChord.  The TPT Strategic and IST, LLC agreement, which closed October 20, 2022, for the acquisition is a stock transaction where the founder and sole interest holder, Everett Lanier received 500,000 Preferred Series B shares of TPT Strategic that will convert to a 10% ownership of TPT Strategic under certain conditions. The acquisition includes the assumption of all assets and certain liabilities.  Everett Lanier will remain as the President and will become a Board Member of TPT Strategic.

 

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

 

Revenue and net loss contributed by IST for the six months ended June 30, 2023 were $801,251 and $(108,196), respectively.

 

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

 

Had the acquisition of IST occurred on January 1, 2022, unaudited proforma results of operations for the six months ended June 30, 2023 and 2022 would be as follows:

 

 

 

2023

 

 

2022

 

Revenue

 

$2,885,866

 

 

$4,910,771

 

Cost of Sales

 

 

1,571,229

 

 

 

3,293,422

 

Gross Profit

 

$1,314,637

 

 

$1,617,348

 

Expenses

 

 

(3,264,918 )

 

 

(5,757,393 )

Other income (expense)

 

 

(885,779 )

 

 

(6,262,971 )

Net Loss

 

$(2,836,060 )

 

$(10,403,016 )

Loss per share

 

$(0.00 )

 

$(0.01 )
v3.23.3
GOING CONCERN
6 Months Ended
Jun. 30, 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.

 

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

 

In addition, we report increases and reductions in liabilities as uses of cash and deceases assets and increases in liabilities as sources of cash, together referred to as changes in operating assets and liabilities.  For the six months ended June 30, 2023, we had a net increase in our assets and liabilities of $1,003,857 primarily from an increase in accounts payable from lag of payments for accounts payable for cash flow considerations and increase in prepaid expenses.  For the six months ended June 30, 2022 we had a net increase to our assets and liabilities of $2,228,694 for similar reasons.

 

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

 

Cash flows used in investing activities were $0 and $16,297, respectively, for the six months ended June 30, 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.

v3.23.3
PROPERTY AND EQUIPMENT
6 Months Ended
Jun. 30, 2023
PROPERTY AND EQUIPMENT  
PROPERTY AND EQUIPMENT

NOTE 4 – PROPERTY AND EQUIPMENT

 

Property and equipment and related accumulated depreciation as of June 30, 2023 and December 31, 2022 are as follows: 

 

 

 

2023

 

 

2022

 

Property and equipment:

 

 

 

 

 

 

Office furniture and equipment

 

$84,180

 

 

 

84,180

 

Total property and equipment

 

 

84,180

 

 

 

84,180

 

Accumulated depreciation

 

 

(82,162)

 

 

(79,616)

Property and equipment, net

 

$2,018

 

 

$4,564

 

 

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

v3.23.3
DEBT FINANCING ARRANGEMENTS
6 Months Ended
Jun. 30, 2023
DEBT FINANCING ARRANGEMENTS  
DEBT FINANCING ARRANGEMENTS

NOTE 5 – DEBT FINANCING ARRANGEMENTS

 

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

 

2023

2022

Loans and advances (1)

$844,053$844,053

Convertible notes payable (2)

3,361,7293,054,869

Factoring agreements (3)

619,532577,177

Debt – third party

$4,825,314$4,476,099

Line of credit, related party secured by assets (4)

$2,742,929$2,742,929

Debt– other related party, net of discounts (5)

2,015,5002,015,500

Convertible debt – related party (6)

553,100553,100

Shareholder debt (7)

45,0024,150

Debt – related party

$5,356,531$5,315,679

Total financing arrangements

$10,181,845$9,791,778

Less current portion:

Loans, advances and factoring agreements – third party

$(1,463,585 )$(1,276,770 )

Convertible notes payable third party

(3,361,729 )(3,054,869 )

Debt – related party, net of discount

(4,803,431 )(4,762,579 )

Convertible notes payable– related party

(553,100 )(553,100 )
(10,181,845 )(9,647,318 )

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%, 7.19% as of June 30, 2022, and is secured by assets of the Company, was due August 31, 2020, as amended.

 

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

 

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

 

Effective September 30, 2020, we entered into a Purchase Agreement by which we agreed to purchase the 500,000 outstanding Series A Preferred shares of TPT Strategic, Inc., our majority owned subsidiary, in an agreed amount of $350,000 in cash or common stock, if not paid in cash, at the five day average price preceding the date of the request for effectiveness after the filing of a registration statement on Form S-1. This was modified December 28 and 29, 2020, to provide for registration of 7,500,000 common shares for resale at the market price. Any balance due on notes was to be calculated after an accounting for the net sales proceeds from sale of the stock by February 28, 2021 and was to be paid in cash or stock thereafter. The Series A Preferred shares were purchased from the Michael A. Littman, Atty. Defined Benefit Plan. The $350,000 is recorded as a Note Payable. During the year ended December 31, 2021, it was determined that there was a deficiency of approximately $185,000 from net sales proceeds which is accounted for in accounts payable.

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

 

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

 

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

 

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

 

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

 

On June 11, 2019, the Company consummated a Securities Purchase Agreement with EMA Financial, LLC. (“EMA”) for the purchase of a $250,000 Convertible Promissory Note (“EMA Convertible Promissory Note”). The EMA Convertible Promissory Note is due June 11, 2020, pays interest at the rate of 12% (principal amount increases 200% and interest rate increases to 24% under default) per annum and gives the holder the right from time to time to convert all of the outstanding balance into common stock of the Company limited to 4.99% of the outstanding common stock of the Company. The conversion price is 55% multiplied by the lowest traded price for the common stock during the previous 25 trading days prior to the applicable conversion date. The EMA Convertible Promissory Note may be prepaid in full at 135% to 150% up to 180 days from origination. Prior to December 31, 2020, EMA converted $35,366 of principal into 147,700,000 shares of common stock of the Company. As such, the principal and accrued interest balances owning to EMA at June 30, 2023 is $503,771 and $477,261, respectively. 1,000,000 warrants were issued in conjunction with the issuance of this debt. See Note 8.  See below regarding derivative securities in default.

 

On October 6, 2021, TPT Global Tech, Inc. and FirstFire Global Opportunities Fund, LLC. entered into a convertible promissory note totaling $1,087,000 and a securities purchase agreement (“FirstFire Note”). The FirstFire Note has an original issue discount of 8% and bears interest at 10%, with a default rate of 24%, and is convertible into shares of the Company’s common stock.  There is a mandatory conversion in the event a Nasdaq Listing prior to nine months from funding for which the Holder’s principal and interest balances will be converted at a price equal to 25% discount to the opening price on the first day the Company trades on Nasdaq. There is also a voluntary conversion of all principal and accrued interest at the discretion of the Holder at the lower of (1) 75% of the two lowest trade prices during the fifteen consecutive trading day period ending on the trading day immediately prior to the applicable conversion date or (2) discount to market based on subsequent financings with other investors. Subsequent debt issuances have lowered this price to $0.025 per share, adjusted to $.0075 during the three months ended March 31, 2022. The Holder was given registration rights. The FirstFire Note may be prepaid in whole or in part of the outstanding balances at 115% prior to maturity. 225,000,000 common shares of the Company have been reserved with the transfer agent for possible conversion and exercise of warrants. Warrants to purchase 55,000,000 shares of common stock at 110% of the opening price on the first day the Company trades on the Nasdaq exchange were issued to the Holder. Through June 30, 2023, the Company has exercised its right to convert $462,660 of principal into 297,000,000 shares of common shares leaving a principal and accrued interest balance at June 30, 2023 of $896,090 in principal and $577,194 in accrued interest.  See below regarding derivative securities in default.

 

On October 13, 2021, TPT Global Tech, Inc. and Cavalry Investment Fund LP entered into a convertible promissory note totaling $271,250 and a securities purchase agreement (“Cavalry Investment Note”). The Cavalry Investment Note has an original issue discount of 8% and bears interest at 10%, with a default rate of 24%, and is convertible into shares of the Company’s common stock.  There is a mandatory conversion in the event a Nasdaq Listing prior to nine months from funding for which the Holder’s principal and interest balances will be converted at a price equal to 25% discount to the opening price on the first day the Company trades on Nasdaq. There is also a voluntary conversion of all principal and accrued interest at the discretion of the Holder at the lower of (1) 75% of the two lowest trade prices during the fifteen consecutive trading day period ending on the trading day immediately prior to the applicable conversion date or (2) discount to market based on subsequent financings with other investors. Subsequent debt issuances have lowered this price to $0.025 per share, adjusted to $.0075. 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 June 30, 2023, the Company has exercised its right to convert $67,000 of principal into 55,833,334 shares of common stock leaving a principal and accrued interest balance at June 30, 2023 of $272,688 and $104,872, respectively.  See below regarding derivative securities in default.

On October 13, 2021, TPT Global Tech, Inc. and Cavalry Fund I, LP entered into a convertible promissory note totaling $815,250 and a securities purchase agreement (“Cavalry Fund I Note”). The Cavalry Fund I Note has an original issue discount of 8% and bears interest at 10%, with a default rate of 24%, and is convertible into shares of the Company’s common stock.  There is a mandatory conversion in the event a Nasdaq Listing prior to nine months from funding for which the Holder’s principal and interest balances will be converted at a price equal to 25% discount to the opening price on the first day the Company trades on Nasdaq. There is also a voluntary conversion of all principal and accrued interest at the discretion of the Holder at the lower of (1) 75% of the two lowest trade prices during the fifteen consecutive trading day period ending on the trading day immediately prior to the applicable conversion date or (2) discount to market based on subsequent financings with other investors. Subsequent debt issuances have lowered this price to $0.0075 per share. The Holder was given registration rights. The Cavalry Fund I Note may be prepaid in whole or in part of the outstanding balances at 115% prior to maturity. 168,750,000 common shares of the Company have been reserved with the transfer agent for possible conversion and exercise of warrants. Warrants to purchase 41,250,000 shares of common stock at $110% of the opening price on the first day the Company trades on the Nasdaq exchange were issued to the Holder. Through June 30, 2023, the Company exercised its right to convert $192,230 of principal and penalties into 168,750,000 shares of common stock leaving a principal and accrued interest balance at June 30, 2023 of $826,833 and $315,200, respectively.  See below regarding derivative securities in default.

 

On January 31, 2022, TPT Global Tech, Inc. and Blue Lake Partners, LLC entered into a convertible promissory note totaling $271,750 and a securities purchase agreement (“Blue Lake Note”). The Blue Lake Note is due twelve months from funding, has an original issue discount of 8% and interest rate at 10% per annum (default, as defined, at 16%). There is an optional conversion in the event a Nasdaq Listing prior to nine months from funding for which the Holder’s principal and interest balances will be converted at a price equal to 25% discount to the opening price on the first day the Company trades on Nasdaq. There is also a voluntary conversion of all principal 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 June 30, 2023, Blue Lake exercised its right to convert $360,447 of principal, interest and penalties into 48,059,600 of common shares leaving a balance of $8,165 in principal and $0 of accrued interest as of June 30, 2023.  See below regarding derivative securities in default.

 

On June 13, 2022, TPT Global Tech, Inc. and 1800 Diagonal Lending LLC entered into a $200,760 promissory note agreement (1800 Diagonal Note”). The 1800 Diagonal Note has an original issue discount of 12%, or $21,510, and bears interest at 22%, and is convertible into shares of the Company’s common stock only under default, as defined.  10 payments of $22,485 beginning on July 30, 2022 are to be made each month totaling $224,851. At any time following default, as defined, conversion rights exist at a discount rate of 25% of the lowest trading price for the Company’s common stock during the previous 10 trading days prior to conversion. 194,676,363 common shares of the Company have been reserved with the transfer agent for possible conversion under a default. Through June 30, 2023, 1800 Diagonal exercised its right to convert $236,094 of principal and interest into 190,987,049 of common shares leaving a balance of $0 in principal and accrued interest as of June 30, 2023.  See below regarding derivative securities in default.

 

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 June 30, 2023, 1800 Diagonal Lending LLC has not exercised its right to convert any principal or interest into common shares leaving a balance of $122,513 in principal and $11,026 in accrued interest as of June 30, 2023. See below regarding derivative securities in default.

 

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

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

 

The Company is in default under all of its derivative financial instruments and has accounted for these defaults under each agreements default provisions. In February 2022, the Company defaulted on its FirstFire, Cavalry Investment, and Cavalry Fund I Notes for failure to uplist within one hundred twenty (120) days from the date of the Notes. Talos, Blue Lake and 1800 Diagonal are in default from cross default provisions. In total, $916,895 was recorded as interest expense representing additional principal and interest because of default. Notice of default was received from EMA for not reserving enough shares for conversion and for not having filed a Form S-1 Registration Statement with the Securities and Exchange Commission. It was the intent of the Company to pay back all derivative securities prior to the due dates but that has not occurred in case of EMA. As such, the Company is currently in negotiations with EMA and relative to extending the due date and changing terms on the Note.  The Company has been named in a lawsuit by EMA for failing to comply with a Securities Purchase Agreement entered into in June 2019.  See Note 9 Other Commitments and Contingencies. 

 

(3) On April 1, 2022, the Company entered into a Future Receivable Sale and Purchase Agreement (“Mr. Advance Agreement”) with Mr. Advance LLC (”Mr. Advance”). The balance to be purchased and sold is $411,000 for which the Company received $270,715, net of fees. Under the Mr. Advance Agreement, the Company is to pay $8,935 per week for 46 weeks at an effective interest rate of approximately 36% annually.   The Company is in default with this Agreement for non-payment and is working to restructure its terms. The balance outstanding as of June 30, 2023 is $301,549, net of discounts.

 

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

 

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

 

(4) The Line of Credit originated with a bank and was secured by the personal assets of certain shareholders of Copperhead Digital. During 2016, the Line of Credit was assigned to the Copperhead Digital shareholders, who subsequent to the Copperhead Digital acquisition by TPTG became shareholders of TPTG, and the secured personal assets were used to pay off the bank. The Line of Credit bears a variable interest rate based on the 1 Month LIBOR plus 2.0%, 7.19% as of June 30, 2023, is payable monthly, and is secured by the assets of the Company. 1,000,000 shares of Common Stock of the Company have been reserved internally to accomplish raising the funds to pay off the Line of Credit. Since assignment of the Line of Credit to certain shareholders, which balance on the date of assignment was $2,597,790, those shareholders have loaned the Company $445,600 under the similar terms and conditions as the line of credit but most of which were also given stock options totaling $85,120 which expired as of December 31, 2019 (see Note 8) and was due, as amended, August 31, 2020.  $300,461 of the principal balance was exchanged for 60,092 shares of Series E Preferred Stock in April 2022.  See Note 8.  The Company is in negotiations to refinance this Line of Credit.

 

During the years ended December 31, 2019 and 2018, those same shareholders and one other have loaned the Company money in the form of convertible loans of $136,400 and $537,200, respectively, described in (2) and (6).

 

(5) $350,000 represents cash due to the prior owners of the technology acquired in December 2016 from the owner of the Lion Phone which is due to be paid as agreed by the Company and the former owners of the Lion Phone technology and has not been determined.

 

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

 

$1,000,000 represents a promissory note which was entered into on May 6, 2020 for the acquisition of Media Live One Platform from Steve and Yuanbing Caudle for the further development of software. This was expensed as research and development in the year ended December 31, 2020. This $1,000,000 promissory note is non-interest bearing, due after funding has been received by the Company from its various investors and other sources. Mr. Caudle is a principal with the Company’s ViewMe technology.

Both the $4,000,000 and $1,000,000 promissory notes related to the VuMe technology and Media Live One Platform were exchanged through a Software Acquisition Agreement dated as of March 25, 2022 for shares of the Company’s Series E Preferred Stock.  See Note 8.  In this same agreement, the Company agreed to pay Mr. and Mrs. Caudle $1,750,000 for additional developed software that will be used with the VuMe technology which was expensed as research and development during the year ended December 31, 2022.  $200,000 had been paid and was accounted for as a deposit as of December 31, 2021.  Subsequently, this was used against the purchase price and the remainder was setup as a note payable. $550,000 to be paid from first proceeds raised by the Company and $1,000,000 as agreed by the Company and Mr. and Mrs. Caudle.

 

$115,500 represents part of a $500,000 Note Payable related to the acquisition of 75% of Air Fitness, payable six months from the date of the note or as agreed by the Company out of future capital raising efforts.  During 2022, $384,500 of the Note Payable and $49,985 of accrued interest were exchanged for 104,961 Series E Preferred Shares.

 

(6) During 2018, the Company issued convertible promissory notes in the amount of $537,200 to related parties and $10,000 to a non-related party which bear interest at 6% (11% default interest rate), are due 30 months from issuance and are convertible into Series C Preferred Stock at $1.00 per share.  $106,000 of these notes were exchanged for 21,200 shares of Series E Preferred Stock in April 2022 and $19,400 were repaid prior to December 31, 2021.

 

(7) The shareholder debt represents funds given to TPTG or subsidiaries by officers and managers of the Company as working capital. There are no written terms of repayment or interest that is being accrued to these amounts and they will only be paid back, according to management, if cash flows support it. They are classified as current in the balance sheets.

 

See Lease financing arrangement in Note 8.

v3.23.3
DERIVATIVE FINANCIAL INSTRUMENTS
6 Months Ended
Jun. 30, 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 June 30, 2023, in the amount of $5,353,402 has a level 3 classification under ASC 825-10.

 

The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities as of June 30, 2023.

 

 

 

Debt Derivative

Liabilities

 

Balance, December 31, 2021

 

$4,042,910

 

Change in derivative liabilities from new notes payable

 

 

622,518

 

Change in derivative liabilities from conversion of notes payable

 

 

(493,101 )

Change in fair value of derivative liabilities at end of period – derivative expense

 

 

650,071

 

Balance, December 31, 2022

 

$4,822,398

 

Change in derivative liabilities from new notes payable

 

 

477,414

 

Change in derivative liabilities from conversion of notes payable

 

 

(594,293 )

Change in fair value of derivative liabilities at end of period – derivative expense

 

 

647,883

 

Balance, June 30, 2023

 

$5,353,402

 

 

Convertible notes payable and warrant derivatives – The Company issued convertible promissory notes which are convertible into common stock, at holders’ option, at a discount to the market price of the Company’s common stock. The Company has identified the embedded derivatives related to these notes relating to certain anti-dilutive (reset) provisions. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of debenture and to fair value as of each subsequent reporting date.

As of June 30, 2023, the Company marked to market the fair value of the debt derivatives and determined a fair value of $5,353,402 ($5,210,611 from the convertible notes and $142,791 from warrants) in Note 5 (2) above. The Company recorded an expense from change in fair value of debt derivatives of $647,883 for the six months ended June 30, 2023. The fair value of the embedded derivatives was determined using Monte Carlo simulation method based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 143.8% to 260.3%, (3) weighted average risk-free interest rate of 4.49% to 5.47% (4) expected life of 0.22 to 3.58 years, and (5) the quoted market price of $0.001 for the Company’s common stock.

v3.23.3
STOCKHOLDERS DEFICIT
6 Months Ended
Jun. 30, 2023
Stockholders' DEFICIT  
STOCKHOLDERS' DEFICIT

NOTE 7 - STOCKHOLDERS' DEFICIT

 

Preferred Stock

 

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

 

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

 

Series A Convertible Preferred Stock

 

The Company designated 1,000,000 shares of Preferred Stock as Series A Preferred Stock.  In February 2015, the Board of Directors authorized the issuance of 1,000,000 shares of Series A Preferred Stock to Stephen Thomas, Chairman, CEO and President of the Company, valued at $3,117,000 for compensation expense.  These shares are outstanding as of June 30, 2023.

 

The Series A Preferred Stock has a par value of $.001, is redeemable at the Company’s option at $100 per share, is senior to any other class or series of outstanding Preferred Stock or Common Stock and does not bear dividends. The Series A Preferred Stock has a liquidation preference immediately after any Senior Securities, as defined and amended, of an amount equal to amounts payable owing, including contingency amounts where Holders of the Series A have personally guaranteed obligations of the Company.

 

As of June 30, 2023, by amendment,  holders of the Series A Preferred Stock shall, collectively have the right to convert all of their Series A Preferred Stock when conversion is elected into that number of shares of Common Stock of the Company, as amended and restated July 5, 2022 by the Board of Directors and a majority of the outstanding voting shares of the Company, determined by the following formula: 60% of the common shares computed to include all projected conversions of all convertible debt and any other classes of Preferred Stock as if the conversions had taken place at the stated conversion price per share (i.e. for the avoidance of doubt – “fully diluted” as if such conversion had occurred prior to the Series A conversion.) The Company determined that due to the significance of the amendment, it should be accounted for as an extinguishment and fair valued the amended Series A Preferred Stock at $42,983,742, creating a deemed dividend of $39,866,742.  The valuation of the amended Series A Preferred Stock was done by a qualified independent third party.

 

The record Holders of the Series A Preferred Stock shall  have the right to vote as if converted prior to the vote to an amount of shares equal to 60% of the common shares computed to include all projected conversions of all convertible debt and any other classes of Preferred Stock as if the conversions had taken place at the stated conversion price per share (i.e. for the avoidance of doubt – “fully diluted” as if such conversion had occurred prior to the Series A conversion) on any matter with holders of Common Stock for any vote required to approve any action, which Florida law provides may or must be approved by vote or consent of the holders of other series of voting shares and the holders of Common Stock or the holders of other securities entitled to vote, if any.

 

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

 

Series B Convertible Preferred Stock 

 

In February 2015, the Company designated 3,000,000 shares of Preferred Stock as Series B Convertible Preferred Stock. 

 

The Series B Preferred Stock was designated in February 2015, has a par value of $.001, is not redeemable, is senior to any other class or series of outstanding Preferred Stock, except the Series A Preferred Stock, or Common Stock and does not bear dividends. The Series B Preferred Stock has a liquidation preference immediately after any Senior Securities, as defined and currently the Series A Preferred Stock, and of an amount equal to $2.00 per share. Holders of the Series B Preferred Stock have a right to convert all or any part of the Series B Preferred Shares and will receive and equal number of common shares at the conversion price of $2.00 per share. The Series B Preferred Stockholders have a right to vote on any matter with holders of Common Stock and shall have a number of votes equal to that number of Common Shares on a one-to-one basis.

 

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

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

 

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 June 30, 2023.  There are approximately $553,100 in convertible notes payable convertible into Series C Convertible Preferred Stock which compromise some of the common stock equivalents calculated in Note 1. 

 

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

 

Series D Convertible Preferred Stock

 

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

 

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

 

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

 

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

 

Series E Convertible Preferred Stock

 

On March 20, 2022, the Company amended its Series E Designation from November 10, 2021.  As amended, the Company designated 10,000,000 shares of the authorized 100,000,000 shares of the Company's $0.001 par value preferred stock as the Series E Convertible Preferred Stock ("the Series E Preferred Shares").

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

 

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

 

Common Stock Issued for Conversion of Debt

 

During the year ended December 31, 2022, the Company issued 333,871,496 common shares valued at $1,439,894 for $1,076,782 of principal, interest, penalties and fees and recorded a loss on extinguishment of $363,112.  During the six months ended June 30, 2023, the Company issued 466,848,487 common shares valued at $804,088 for $542,324 of principal, interest, penalties and fees and recorded a gain on extinguishment of $332,530. 

 

Subscription Payable

 

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

 

Unissued shares for TPT consulting agreements

 

 

2,875,000

 

Shares receivable under terminated acquisition agreement

 

 

(3,096,181 )

Net commitment

 

 

(221,181 )

 

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

 

Warrants Issued with Convertible Promissory Notes

 

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

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

The warrants issued under these convertible promissory notes were considered derivative liabilities valued at $187,745 of the total $4,822,398 derivative liabilities as of December 31, 2022. See Note 5.

 

Common Stock Reservations

 

The Company has reserved internally 1,000,000 shares of Common Stock of the Company for the purpose of raising funds to be used to pay off debt described in Note 5.

 

We have reserved 20,000,000 shares of Common Stock of the Company to grant to certain employees and consultants as consideration for services rendered and that will be rendered to the Company.

 

Non-Controlling Interests

 

QuikLAB Mobile Laboratories

 

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

 

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

 

Other Non-Controlling Interests

 

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

 

As a result of the Agreement and Plan of Merger among TPT SpeedConnect and Asberry 22 Holdings, net income of 14% or $68,022 was accounting for as a noncontrolling interest in the statement of operations for the six months ended June 30, 2023.. 

v3.23.3
COMMITMENTS AND CONTINGENCIES
6 Months Ended
Jun. 30, 2023
COMMITMENTS AND CONTINGENCIES  
COMMITMENTS AND CONTINGENCIES

NOTE 8 - COMMITMENTS AND CONTINGENCIES

 

Accounts Payable and Accrued Expenses 

 

Accounts payable:

 

2023

 

 

2022

 

   Related parties (1)

 

$1,052,569

 

 

$831,502

 

   General operating

 

 

4,892,346

 

 

 

5,619,910

 

Accrued interest on debt (2)

 

 

2,517,994

 

 

 

2,095,955

 

Credit card balances

 

 

211,438

 

 

 

218,781

 

Accrued payroll and other expenses

 

 

1,588,382

 

 

 

1,041,923

 

Taxes and fees payable

 

 

642,640

 

 

 

642,640

 

Total

 

$10,905,369

 

 

$10,450,711

 

 _______________

 

(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 $933,206 and $842,340 for June 30, 2023 and December 31, 2022, respectively.

Operating lease obligations

 

The Company adopted Topic 842 on January 1, 2019. The Company elected to adopt this standard using the optional modified retrospective transition method and recognized a cumulative-effect adjustment to the consolidated balance sheet on the date of adoption. Comparative periods have not been restated. With the adoption of Topic 842, the Company’s consolidated balance sheet now contains the following line items: Operating lease right-of-use assets, Current portion of operating lease liabilities and Operating lease liabilities, net of current portion.

 

As all the existing leases subject to the new lease standard were previously classified as operating leases by the Company, they were similarly classified as operating leases under the new standard. The Company has determined that the identified operating leases did not contain non-lease components and require no further allocation of the total lease cost. Additionally, the agreements in place did not contain information to determine the rate implicit in the leases, so we used our estimated incremental borrowing rate as the discount rate. Our weighted average discount rate is 10.0% and the weighted average lease term of 2.45 years.

 

We have various non-cancelable lease agreements for certain of our tower locations with original lease periods expiring between 2023 and 2044. Our lease terms may include options to extend or terminate the lease when it is reasonably certain we will exercise that option. Certain of the arrangements contain escalating rent payment provisions. An equipment lease described below and leases with an initial term of twelve months have not been recorded on the consolidated balance sheets. We recognize rent expense on a straight-line basis over the lease term.

 

As of June 30, 2023 and December 31, 2022, operating lease right-of-use assets arising from operating leases were $0 and $0, respectively. During the six months ended June 30, 2023, cash paid for amounts included for the measurement of lease liabilities was $95,693 and the Company recorded lease expense in the amount of $208,568 in cost of sales.

 

The Company entered an operating agreement to lease colocation space for 5 years.  This operating agreement starts October 1, 2020 for $7,140 per month.  In addition, the Company entered into office space for Blue Collar which started April 2021 and runs for 3 years beginning at an average of $4,150 for the first six months, $8,300 for twelve months, $8,549 for the next twelve months and $8,805 for the following twelve months.  All other lease agreements for office space are under lease agreements for one year or less.

 

The following is a schedule showing the future minimum lease payments under operating leases by years and the present value of the minimum payments as of June 30, 2023. 

 

2023

 

$7,138,487

 

2024

 

 

797,193

 

2025

 

 

497,486

 

2026

 

 

147,486

 

2027

 

 

7,032

 

Thereafter

 

 

66,000

 

Total operating lease liabilities

 

 

8,653,459

 

Amount representing interest

 

 

(387,236 )

Total net present value

 

$8,266,133

 

 

Office lease used by CEO

 

The Company entered into a lease of 12 months or less for living space which is occupied by Stephen Thomas, Chairman, CEO and President of the Company. Mr. Thomas lives in the space and uses it as his corporate office. The company has paid $15,000 and $15,000 in rent and utility payments for this space for the six months ended June 30, 2023 and 2022, respectively.

Financing lease obligations

 

Future minimum lease payments are as follows:

 

2022

 

$724,812

 

2023

 

 

 

2024

 

 

 

2025

 

 

 

2026

 

 

 

Thereafter

 

 

 

Total financing lease liabilities

 

 

724,812

 

Amount representing interest

 

 

 

Total future payments (1)(2)

 

$724,812

 

 ____________________

 

 

(1)

Included is a Telecom Equipment Lease is with an entity owned and controlled by shareholders of the Company and was due August 31, 2020, as amended.

 

Other Commitments and Contingencies

 

Employment Agreements

 

The Company had employment agreements with certain employees of SDM, K Telecom and Air Fitness. The agreements are such that SDM, K Telecom and Air Fitness, on a standalone basis in each case, must provide sufficient cash flow to financially support the financial obligations within the employment agreements. The employment agreements for SDM and Aire Fitness were terminated with the exchange of debt for Series E Preferred Stock. See Note 7.

 

On May 6, 2020, the Company entered into an agreement to employ Ms. Bing Caudle as Vice President of Product Development of the Media One Live platform for an annual salary of $250,000 for five years, including customary employee benefits. The payment was guaranteed for five years whether or not Ms. Caudle is dismissed with cause. This employment agreement was effectively modified with the Software Acquisition Agreement described in Note 5 such that the Company is required to make payroll payments of $250,000 per year for five years to Ms. Caudle and payroll payments totaling $150,000 over three years to her daughter.

 

Litigation

 

We have been named in a lawsuit by EMA Financial, LLC (“EMA”) for failing to comply with a Securities Purchase Agreement entered into in June 2019.   More specifically, EMA claims the Company failed to honor notices of conversion, failed to establish and maintain share reserves, failed to register EMA shares and by failed to assure that EMA shares were Rule 144 eligible within 6 months.  EMA has claimed in excess of $7,614,967 in relief.  The Company has filed a motion in response for which EMA has filed a motion to dismiss.   The Company does not believe at this time that any negative outcome would result in more than the $975,032 it has recorded on its balance sheet as of June 30, 2023.

 

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

 

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

 

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

We have been named in lawsuits by three merchant debt companies, Mr. Advance, CLOUDFUND and Fox Capital versus TPT SpeedConnect and TPT for non-payment under the debt agreements for which the companies received judgements in the case of Mr. Advance and CLOUDFUND or a filed lawsuit in case of Fox Capital against the TPT SpeedConnect and TPT.  The judgements and filed lawsuit in case of Fox Capital totaled $595,105, including legal and other fees for which the Company has $619,531 recorded in Debt Financing Agreements.  We are in negotiations with these companies to restructure payment and work out acceptable terms.  Management believes it will not 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 June 30, 2023 and December 31, 2022.

 

Stock Contingencies

 

The Company has convertible debt, preferred stock, options and warrants outstanding for which common shares would be required to be issued upon exercise by the holders.  As of June 30, 2023, the following shares would be issued:

 

Convertible Promissory Notes

 

 

8,385,153,403

 

Series A Preferred Stock (1)

 

 

33,480,996,660

 

Series B Preferred Stock

 

 

2,588,693

 

Series D Preferred Stock (2)

 

 

281,867,069

 

Series E Preferred Stock (3)

 

 

12,347,474,320

 

Stock Options and Warrants

 

 

129,116,666

 

 

 

 

55,257,448,912

 

___________

 

 

(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 June 30, 2023.

 

 

 

 

(2)

Holders of the Series D Preferred Stock may decide after 12 months to convert to common stock @ 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00. There is also an automatic conversion of the Series D Preferred Stock without consent of holders upon any national exchange listing approval and the registration effectiveness of common stock underlying the conversion rights. The automatic conversion to common from Series D Preferred shall be @ 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00.

 

(3)

Holders of the Series E Preferred Stock may decide after 12 months to convert to common stock @ 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00. There is also an automatic conversion of the Series E Preferred Stock without consent of holders upon any national exchange listing approval and the registration effectiveness of common stock underlying the conversion rights. The automatic conversion to common from Series E Preferred shall be @ 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00.

 

Part of the consideration in the acquisition of Aire Fitness was the issuance of 500,000 restricted common shares of the Company vesting and issuable after the common stock reaches at least a $1.00 per share closing price in trading.  To date, this has not occurred but may happen in the future upon which the Company will issue 500,000 common shares to the non-controlling interest owners of Aire Fitness.

v3.23.3
RELATED PARTY ACTIVITY
6 Months Ended
Jun. 30, 2023
RELATED PARTY ACTIVITY  
RELATED PARTY ACTIVITY

NOTE 9 – RELATED PARTY ACTIVITY

 

Accounts Payable and Accrued Expenses

 

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

 

Leases

 

See Note 8 for office lease used by CEO.

 

Note Payable and Commitments

 

On March 25, 2022, the Company entered into a Software Development agreement with Mr. and Mrs. Caudle for which a new note payable was created and employment agreements for Mrs. Caudle and her daughter were modified. See Notes 5 and 8.

 

Amounts Receivable – Related Party

 

As of June 30, 2023 and December 31, 2022, there are amounts due from management/shareholders of $263,234 and $518,871, respectively, included in amounts receivable – related party, receivable from Mark Rowen of Blue Collar and Everett Lanier of IST. 

 

Other Agreements

 

On April 17, 2018, the CEO of the Company, Stephen Thomas, signed an agreement with New Orbit Technologies, S.A.P.I. de C.V., a Mexican corporation, (“New Orbit”), majority owned and controlled by Stephen Thomas, related to a license agreement for the distribution of TPT licensed products, software and services related to Lion Phone and VuMe within Mexico and Latin America (“License Agreement”). The License Agreement provides for New Orbit to receive a fully paid-up, royalty-free, non-transferable license for perpetuity with termination only under situations such as bankruptcy, insolvency or material breach by either party and provides for New Orbit to pay the Company fees equal to 50% of net income generated from the applicable activities. The transaction was approved by the Company’s Board of Directors in June 2018. There has been no activity on this agreement.

v3.23.3
SEGMENT REPORTING
6 Months Ended
Jun. 30, 2023
SEGMENT REPORTING  
SEGMENT REPORTING

NOTE 10 – SEGMENT REPORTING

 

ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Company's internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for details on the Company's business segments.

 

The Company's chief operating decision maker (“CODM”) has been identified as the CEO who reviews the financial information of separate operating segments when making decisions about allocating resources and assessing performance of the group. Based on management's assessment, the Company considers its most significant segments are those in which it is providing Broadband Internet through TPT SpeedConnect and Media Production services through Blue Collar Medical Testing services through TPT MedTech and QuikLABs.

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

 

2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TPT SpeedConnect

 

 

Blue Collar

 

 

TPT MedTech and QuikLabs

 

 

Corporate and other

 

 

Total

 

Revenue

 

$927,812

 

 

 

54,388

 

 

 

 

 

 

371,927

 

 

$1,354,127

 

Cost of revenue

 

$(171,898)

 

 

(29,671)

 

 

 

 

 

(265,642)

 

$(467,211)

Net income (loss)

 

$403,466

 

 

 

(123,430)

 

 

9,727

 

 

 

(1,643,385)

 

$(1,363,349)

Total assets

 

$40,983

 

 

 

1,948,501

 

 

 

9,977

 

 

 

(1,269,672)

 

$719,812

 

Depreciation and amortization

 

$

 

 

 

 

 

 

 

 

 

 

 

$

 

Derivative gain (expense)

 

$

 

 

 

 

 

 

 

 

 

(550,298)

 

$(550,298)

Gain (loss) on debt extinguishment

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

$

 

 

 

(2,862)

 

 

 

 

 

(546,230)

 

$(549,092)

 

2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TPT SpeedConnect

 

 

Blue Collar

 

 

TPT

MedTech and QuikLABS

 

 

Corporate and other

 

 

Total

 

Revenue

 

$1,504,268

 

 

 

595,904

 

 

 

 

 

 

108,313

 

 

$2,208,485

 

Cost of revenue

 

$(1,404,357)

 

 

(305,916)

 

 

 

 

 

(68,902)

 

$(1,779,175)

Net income (loss)

 

$(593,826)

 

 

116,199

 

 

 

(72,234)

 

 

(3,985,589)

 

$(4,535,450)

Total assets

 

$5,872,627

 

 

 

1,540,269

 

 

 

1,364,273

 

 

 

547,289

 

 

$9,324,458

 

Depreciation and amortization

 

$(128,578)

 

 

(2,273)

 

 

(14,931)

 

 

(164,484)

 

$(310,265)

Derivative gain (expense)

 

$

 

 

 

 

 

 

 

 

 

131,374

 

 

$131,374)

Gain (loss) on debt extinguishment

 

$

 

 

 

 

 

 

 

 

 

(384,146)

 

$(384,374)

Interest expense

 

$(234,141)

 

 

(3,063)

 

 

 

 

 

(2,867,734)

 

$(3,104,938)

 

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

 

2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TPT SpeedConnect

 

 

Blue Collar

 

 

TPT

MedTech and QuikLABS

 

 

Corporate and other

 

 

Total

 

Revenue

 

$1,916,613

 

 

 

164,529

 

 

 

 

 

 

804,724

 

 

$2,885,866

 

Cost of sales

 

$(941,675)

 

 

(78,639)

 

 

 

 

 

(550,915)

 

$(1,571,229)

Net income (loss)

 

$708,617

 

 

 

(261,722)

 

 

(1,605)

 

 

(3,282,955)

 

$(2,836,060)

Total assets

 

$40,983

 

 

 

1,948,501

 

 

 

9,977

 

 

 

(1,269,672)

 

$719,812

 

Depreciation and amortization

 

$

 

 

 

 

 

 

 

 

 

(2,546)

 

$(2,546)

Derivative gain (expense)

 

$

 

 

 

 

 

 

 

 

 

(647,883)

 

$(647,883)

Gain (loss) on debt extinguishment

 

$

 

 

 

 

 

 

 

 

 

332,530

 

 

$332,530

 

Interest expense

 

$(42,355)

 

 

(7,328)

 

 

 

 

 

(894,712)

 

$(944,395)

 

2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TPT SpeedConnect

 

 

Blue Collar

 

 

TPT

MedTech and QuikLABS

 

 

Corporate and other

 

 

Total

 

Revenue

 

$3,045,734

 

 

 

694,484

 

 

 

90,315

 

 

 

262,115

 

 

$4,092,648

 

Cost of sales

 

$(2,166,680)

 

 

(453,161)

 

 

 

 

 

(182,548)

 

$(2,802,390)

Net loss

 

$(423,191)

 

 

(107,163)

 

 

(89,922)

 

 

(9,487,649)

 

$(10,107,925)

Total assets

 

$5,872,627

 

 

 

1,540,269

 

 

 

1,364,273

 

 

 

547,289

 

 

$9,324,458

 

Depreciation and amortization

 

$(263,796)

 

 

(3,978)

 

 

(29,862)

 

 

(328,967)

 

$(626,603)

Derivative gain (expense)

 

$

 

 

 

 

 

 

 

 

 

388,398

 

 

$388,398

 

Gain (loss) on debt extinguishment

 

$

 

 

 

 

 

 

 

 

 

(2,367,038)

 

$(2,367,038)

Interest expense

 

$(378,681)

 

 

(5,540)

 

 

 

 

 

(3,895,062)

 

$(4,279,283)
v3.23.3
SUBSEQUENT EVENTS
6 Months Ended
Jun. 30, 2023
SUBSEQUENT EVENTS  
SUBSEQUENT EVENTS

NOTE 11 – SUBSEQUENT EVENTS

 

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 June 30, 2023.

 

Settlement Agreement

 

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

 

Consulting Agreement

 

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

 

Acquisitions

 

Broadband

 

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

 

Tekmovil

 

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

 

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

 

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

 

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

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

 

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

 

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

 

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

 

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

 

Common Stock Issuances

 

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

 

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

 

On September 8, 2023, the Board of Directors granted 52,830,333 shares of common stock to Edward Cabrera, Eduardo Cabrera and Mawe Capital Management, LLC for a $75,000 retainer fee in relation to raising capital. The shares are to be considered fully vested upon 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.

 

Subsequent events were reviewed through the date the financial statements were issued.

v3.23.3
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
6 Months Ended
Jun. 30, 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 (2)

 

 

2019

 

 

 

86

%

TPT Federal, LLC

 

TPT Federal

 

 

2020

 

 

 

100

%

TPT MedTech, LLC

 

TPT MedTech

 

 

2020

 

 

 

100

%

TPT Strategic, Inc.

 

TPT Strategic

 

 

2020

 

 

 

0

%

QuikLab 1 LLC

 

Quiklab 1

 

 

2020

 

 

 

80

%

QuikLAB 2, LLC

 

QuikLAB 2

 

 

2020

 

 

 

80

%

QuikLAB 3, LLC

 

QuikLAB 3

 

 

2020

 

 

 

80

%

The Fitness Container, LLC

 

Air Fitness

 

 

2020

 

 

 

75

%

TPT Global Tech Asia Limited

 

TPT Asia

 

 

2020

 

 

 

78

%

TPT MedTech UK LTD

 

TPT MedTech UK

 

 

2020

 

 

 

100

%

TPT Global Defense Systems, Inc.

 

TPT Global Defense

 

 

2021

 

 

 

100

%

TPT Innovations Technology, Inc.

 

TPT Innovations

 

 

2021

 

 

 

100

%

TPT Global Caribbean Inc.

 

TPT Caribbean

 

 

2021

 

 

 

100

%

TPT Media and Entertainment, LLC

 

TPT Media and Entertainment

 

 

2021

 

 

 

100

%

VuMe Live, LLC

 

VuMe Live

 

 

2021

 

 

 

100

%

Digithrive, LLC

 

Digithrive

 

 

2021

 

 

 

100

%

Information Security and Training, LLC

 

IST (1)

 

 

2022

 

 

 

0

%

Asberry 22 Holdings, Inc.

 

Asberry or ASHI

 

 

2023

 

 

 

86

%

  

(1)

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

 

 

 

 

(2)

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

 

We are based in San Diego, California, and operate as a technology-based company with divisions providing telecommunications, medical technology and product distribution, media content for domestic and international syndication as well as technology solutions. We operate on our own proprietary Global Digital Media TV and Telecommunications infrastructure platform and also provide technology solutions to businesses domestically and worldwide. We offer Software as a Service (SaaS), Technology Platform as a Service (PAAS), Cloud-based Unified Communication as a Service (UCaaS) and carrier-grade performance and support for businesses over our private IP MPLS fiber and wireless network in the United States. Our cloud-based UCaaS services allow businesses of any size to enjoy all the latest voice, data, media and collaboration features in today's global technology markets. We also operate as a Master Distributor for Nationwide Mobile Virtual Network Operators (MVNO) and Independent Sales Organization (ISO) as a Master Distributor for Pre-Paid Cellphone services, Mobile phones, Cellphone Accessories and Global Roaming Cellphones.

Significant Accounting Policies

Please refer to Note 1 of the Notes to the Consolidated Financial Statements in the Company's most recent Form 10-K for all significant accounting policies of the Company, with the exception of those discussed below.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared according to the instructions to Form 10-Q and Section 210.8-03(b) of Regulation S-X of the Securities and Exchange Commission (“SEC”) and, therefore, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been omitted.

 

In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended June 30, 2023, are not necessarily indicative of the results that may be expected for the year ending December 31, 2023.

 

These condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements for the year ended December 31, 2022. The condensed consolidated balance sheet as of June 30, 2023, has been derived from the consolidated financial statements at that date, but does not include all of the information and footnotes required by GAAP.

 

Our condensed consolidated financial statements include the accounts of those entities outlined in Nature of Operations giving consideration to the non-controlling interests where appropriate.  All intercompany accounts and transactions have been eliminated in consolidation.

Revenue Recognition

We use the following criteria described below in more detail for each business unit:

 

Identify the contract with the customer.

Identify the performance obligations in the contract.

Determine the transaction price.

Allocate the transaction price to performance obligations in the contract.

Recognize revenue when or as we satisfy a performance obligation. lo

 

Reserves are recorded as a reduction in net sales and are not considered material to our consolidated statements of operations for the six months ended June 30, 2023 and 2022. In addition, we invoice our customers for taxes assessed by governmental authorities such as sales tax and value added taxes, where applicable. We present these taxes on a net basis.

 

The Company’s revenue generation for the three and six months ended June 30, 2023 and 2022 came from the following sources disaggregated by services and products, which sources are explained in detail below.  

 

 

 

For the three

months ended

June 30, 2023

 

 

For the three

months ended

June 30, 2022

 

 

For the six

months ended

June 30, 2023

 

 

For the six

months ended

June 30, 2022 

 

TPT SpeedConnect

 

$927,812

 

 

$1,504,268

 

 

$1,916,613

 

 

$3,045,734

 

Blue Collar

 

 

54,388

 

 

 

595,904

 

 

 

164,529

 

 

 

694,484

 

IST (1)

 

 

371,017

 

 

 

 

 

 

801,251

 

 

 

 

TPT MedTech

 

 

 

 

 

 

 

 

 

 

 

90,315

 

Other (2)

 

 

910

 

 

 

108,313

 

 

 

3,473

 

 

 

180,115

 

Total Services Revenues

 

$1,354,127

 

 

$2,208,485

 

 

$2,885,866

 

 

$4,010,648

 

Air Fitness

 

 

 

 

 

 

 

 

 

 

 

82,000

 

Total Product Revenues

 

$

 

 

$

 

 

$

 

 

$82,000

 

Total Revenue

 

$1,354,127

 

 

$2,208,485

 

 

$2,885,866

 

 

$4,092,648

 

__________ 

 

(1)

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

 

 

 

 

(2)

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

TPT SpeedConnect: ISP and Telecom Revenue

 

TPT SpeedConnect is a rural Internet provider operating in 5 Midwestern States under the trade name SpeedConnect. TPT SC’s primary business model is subscription based, pre-paid monthly reoccurring revenues, from wireless delivered, high-speed internet connections. In addition, the company resells third-party satellite and DSL internet and IP telephony services. Revenue generated from sales of telecommunications services is recognized as the transaction with the customer is considered closed and the customer receives and accepts the services that were the result of the transaction. There are no financing terms or variable transaction prices. Due date is detailed on monthly invoices distributed to customer. Services billed monthly in advance are deferred to the proper period as needed. Deferred revenue are contract liabilities for cash received before performance obligations for monthly services are satisfied. Deferred revenue for TPT SpeedConnect as of June 30, 2023 and December 31, 2022 are $0 and $75,556, respectively. Certain of our products require specialized installation and equipment. For telecom products that include installation, if the installation meets the criteria to be considered a separate element, product revenue is recognized upon delivery, and installation revenue is recognized when the installation is complete. The Installation Technician collects the signed quote containing terms and conditions when installing the site equipment at customer premises.

 

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

 

The overwhelming majority of our revenue continues to be recognized when transactions occur. Since installation fees are generally small relative to the size of the overall contract and because most contracts are for two years or less, the impact of not recognizing installation fees over the contract is immaterial.

 

Blue Collar: Media Production Services 

 

Blue Collar creates original live action and animated content productions and has produced hundreds of hours of material for the television, theatrical, home entertainment and new media markets. Blue Collar designs branding and marketing campaigns and has had agreements with some of the world’s largest companies including PepsiCo, Intel, HP, WalMart and many other Fortune 500 companies. Additionally, they create motion picture, television and home entertainment marketing campaigns for studios including Sony, DreamWorks, Twentieth Century Fox, Universal Studios, Paramount Studios, and Warner Brothers. With regard to revenue recognition, Blue Collar receives an agreement from each client to perform defined work. Some agreements are written, some are verbal. Work may include creation of marketing materials and/or content creation. Some work may be short term and take weeks to create and some work may be longer and take months to create. There are instances where customer agreements segregate identifiable obligations (like filming on site vs. film editing and final production) with separate transaction pricing. The performance obligation is generally satisfied upon delivery of such film or production products, at which time revenue is recognized. There are no financing terms or variable transaction prices.

 

IST: Revenue and Cost Recognition

 

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

 

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

 

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

 

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

 

·

the completeness and accuracy of the original bid;

 

·

costs associated with scope changes;

 

·

costs of labor and/or materials;

 

·

extended overhead and other costs due to owner, weather, and other delays;

 

·

subcontractor performance issues;

 

·

changes in productivity expectations;

 

·

site conditions that differ from those assumed in the original bid (to the extend contract remedies are unavailable);

 

·

the availability and skill level of workers in the geographic location of the project;

 

·

a change in the availability and proximity of equipment and materials; and

 

·

the ability to fully and promptly recover on claims for additional contract costs.

 

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

 

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

 

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

 

TPT MedTech: Medical Testing Revenue

 

TPT MedTech operates in the Point of Care Testing (“POCT”) market by primarily offering mobile medical testing facilities and software equipped for mobile devices to monitor and manage personalized healthcare.  Services used from our mobile medical testing facilities are billing through credit cards at the time of service.  Revenue is generated from our software platform as users sign up for our mobile healthcare monitor and management application and tests are performed.  If medical testing is in one our own owned facility, the usage of the software application is included in the testing fees.  If the testing is in a non-owned outside contracted facility, fees are generated from the usage of the software application on a per test basis and billed monthly.

 

TPT MedTech also offers various products.  One is to build and sell its mobile testing facilities called QuikLABs designed for mobile testing.  This is used by TPT MedTech for its own testing services.  Another is to build customized mobile gyms for exercising.  This is sold to third parties.  Another is medical equipment, one of which is a sanitizing unit called SANIQuik which is used as a safe and flexible way to sanitize providing an additional routine to hand washing and facial coverings.  The SANIQuik has not yet been approved for sale in the United States but has in some parts of the European community.  Revenues from these products are recognized when a product is delivered, the sales transaction considered closed and accepted by a customer.  When deposits are received for which a product has not been delivered, it is recognized as deferred revenue.  Deferred revenue as of June 30, 2023 and December 31, 2022 was $0 and $0, respectively. There are no financing terms or variable transaction prices for either of these products.

 

SDM: Ecommerce, Email Marketing and Web Design Services

 

SDM generates revenue by providing ecommerce, email marketing and web design solutions to small and large commercial businesses, complete with monthly software support, updates and maintenance. Services are billed monthly. There are no financing terms or variable transaction prices. Platform infrastructure support is a prepaid service billed in monthly recurring increments. The services are billed a month in advance and due prior to services being rendered. The revenue is deferred when invoiced and booked in the month the service is provided. There is no deferred revenue as of June 30, 2023 and December 31, 2022. Software support services (including software upgrades) are billed in real time, on the first of the month. Web design service revenues are recognized upon completion of specific projects. Revenue is booked in the month the services are rendered and payments are due on the final day of the month. There are usually no contract revenues that are deferred until services are performed.

K Telecom: Prepaid Phones and SIM Cards Revenue

 

K Telecom generates revenue from reselling prepaid phones, SIM cards, and rechargeable minute traffic for prepaid phones to its customers (primarily retail outlets). Product sales occur at the customer’s locations, at which time delivery occurs and cash or check payment is received. The Company recognizes the revenue when they receive payment at the time of delivery. There are no financing terms or variable transaction prices.

 

Copperhead Digital: ISP and Telecom Revenue

 

Copperhead Digital operated as a regional internet and telecom services provider operating in Arizona under the trade name Trucom.  Although there are currently no customers and it will take capital to reopen this revenue stream, Copperhead Digital operated as a wireless telecommunications Internet Service Provider (“ISP”) facilitating both residential and commercial accounts. Copperhead Digital’s primary business model was subscription based, pre-paid monthly reoccurring revenues, from wireless delivered, high-speed internet connections. In addition, the company resold third-party satellite and DSL internet and IP telephony services. Revenue generated from sales of telecommunications services was recognized as the transaction with the customer is considered closed and the customer received and accepted the services that were the result of the transaction. There are no financing terms or variable transaction prices. Due date was detailed on monthly invoices distributed to customer. Services billed monthly in advance were deferred to the proper period as needed. Deferred revenue was contract liabilities for cash received before performance obligations for monthly services are satisfied. Certain of its products required specialized installation and equipment. For telecom products that included installation, if the installation met the criteria to be considered a separate element, product revenue was recognized upon delivery, and installation revenue was recognized when the installation was complete. The Installation Technician collected the signed quote containing terms and conditions when installing the site equipment at customer premises.

 

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

 

The overwhelming majority of revenue was recognized when transactions occurred. Since installation fees were generally small relative to the size of the overall contract and because most contracts were for a year or less, the impact of not recognizing installation fees over the contract was immaterial.

Basic and Diluted Net Loss Per Share

The Company computes net income (loss) per share in accordance with ASC 260, “Earning per Share”. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholder (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method for options and warrants and using the if-converted method for preferred stock and convertible notes. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As of June 30, 2023, the Company had shares that were potentially common stock equivalents as follows: 

 

Convertible Promissory Notes

 

 

8,385,153,403

 

Series A Preferred Stock (1)

 

 

33,480,996,660

 

Series B Preferred Stock

 

 

2,588,693

 

Series D Preferred Stock (2)

 

 

281,867,069

 

Series E Preferred Stock (3)

 

 

12,347,474,320

 

Stock Options and Warrants

 

 

129,116,666

 

 

 

 

55,257,448,912

 

___________

 

 

(1)

Holder of the Series A Preferred Stock which is Stephen J. Thomas, is guaranteed 60% of outstanding common stock upon conversion. The Company would have to authorize additional shares for this to occur as only 4,500,000,000 shares are currently authorized.

 

 

 

 

(2)

Holders of the Series D Preferred Stock may decide after 12 months to convert to common stock @ 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00. There is also an automatic conversion of the Series D Preferred Stock without consent of holders upon any national exchange listing approval and the registration effectiveness of common stock underlying the conversion rights. The automatic conversion to common from Series D Preferred shall be @ 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00.

Holders of the Series E Preferred Stock may decide after 12 months to convert to common stock @ 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00. There is also an automatic conversion of the Series E Preferred Stock without consent of holders upon any national exchange listing approval and the registration effectiveness of common stock underlying the conversion rights. The automatic conversion to common from Series E Preferred shall be @ 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00.

Financial Instruments and Fair Value of Financial Instruments

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

 

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

 

Level 1 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 June 30, 2023 are the following:

 

Derivative Instrument

 

Fair Value

 

Convertible Promissory Notes

 

$5,210,611

 

Fair value of Warrants issued with the derivative instruments

 

 

142,791

 

 

 

$5,353,402

 

Recently Issued Financial Accounting Standards

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

v3.23.3
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
6 Months Ended
Jun. 30, 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 (2)

 

 

2019

 

 

 

86

%

TPT Federal, LLC

 

TPT Federal

 

 

2020

 

 

 

100

%

TPT MedTech, LLC

 

TPT MedTech

 

 

2020

 

 

 

100

%

TPT Strategic, Inc.

 

TPT Strategic

 

 

2020

 

 

 

0

%

QuikLab 1 LLC

 

Quiklab 1

 

 

2020

 

 

 

80

%

QuikLAB 2, LLC

 

QuikLAB 2

 

 

2020

 

 

 

80

%

QuikLAB 3, LLC

 

QuikLAB 3

 

 

2020

 

 

 

80

%

The Fitness Container, LLC

 

Air Fitness

 

 

2020

 

 

 

75

%

TPT Global Tech Asia Limited

 

TPT Asia

 

 

2020

 

 

 

78

%

TPT MedTech UK LTD

 

TPT MedTech UK

 

 

2020

 

 

 

100

%

TPT Global Defense Systems, Inc.

 

TPT Global Defense

 

 

2021

 

 

 

100

%

TPT Innovations Technology, Inc.

 

TPT Innovations

 

 

2021

 

 

 

100

%

TPT Global Caribbean Inc.

 

TPT Caribbean

 

 

2021

 

 

 

100

%

TPT Media and Entertainment, LLC

 

TPT Media and Entertainment

 

 

2021

 

 

 

100

%

VuMe Live, LLC

 

VuMe Live

 

 

2021

 

 

 

100

%

Digithrive, LLC

 

Digithrive

 

 

2021

 

 

 

100

%

Information Security and Training, LLC

 

IST (1)

 

 

2022

 

 

 

0

%

Asberry 22 Holdings, Inc.

 

Asberry or ASHI

 

 

2023

 

 

 

86

%

  

(1)

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

 

 

 

 

(2)

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

 

We are based in San Diego, California, and operate as a technology-based company with divisions providing telecommunications, medical technology and product distribution, media content for domestic and international syndication as well as technology solutions. We operate on our own proprietary Global Digital Media TV and Telecommunications infrastructure platform and also provide technology solutions to businesses domestically and worldwide. We offer Software as a Service (SaaS), Technology Platform as a Service (PAAS), Cloud-based Unified Communication as a Service (UCaaS) and carrier-grade performance and support for businesses over our private IP MPLS fiber and wireless network in the United States. Our cloud-based UCaaS services allow businesses of any size to enjoy all the latest voice, data, media and collaboration features in today's global technology markets. We also operate as a Master Distributor for Nationwide Mobile Virtual Network Operators (MVNO) and Independent Sales Organization (ISO) as a Master Distributor for Pre-Paid Cellphone services, Mobile phones, Cellphone Accessories and Global Roaming Cellphones.

Disaggregation of revenue

 

 

For the three

months ended

June 30, 2023

 

 

For the three

months ended

June 30, 2022

 

 

For the six

months ended

June 30, 2023

 

 

For the six

months ended

June 30, 2022 

 

TPT SpeedConnect

 

$927,812

 

 

$1,504,268

 

 

$1,916,613

 

 

$3,045,734

 

Blue Collar

 

 

54,388

 

 

 

595,904

 

 

 

164,529

 

 

 

694,484

 

IST (1)

 

 

371,017

 

 

 

 

 

 

801,251

 

 

 

 

TPT MedTech

 

 

 

 

 

 

 

 

 

 

 

90,315

 

Other (2)

 

 

910

 

 

 

108,313

 

 

 

3,473

 

 

 

180,115

 

Total Services Revenues

 

$1,354,127

 

 

$2,208,485

 

 

$2,885,866

 

 

$4,010,648

 

Air Fitness

 

 

 

 

 

 

 

 

 

 

 

82,000

 

Total Product Revenues

 

$

 

 

$

 

 

$

 

 

$82,000

 

Total Revenue

 

$1,354,127

 

 

$2,208,485

 

 

$2,885,866

 

 

$4,092,648

 

Potentially dilutive securities

Convertible Promissory Notes

 

 

8,385,153,403

 

Series A Preferred Stock (1)

 

 

33,480,996,660

 

Series B Preferred Stock

 

 

2,588,693

 

Series D Preferred Stock (2)

 

 

281,867,069

 

Series E Preferred Stock (3)

 

 

12,347,474,320

 

Stock Options and Warrants

 

 

129,116,666

 

 

 

 

55,257,448,912

 

Derivative financial instruments

Derivative Instrument

 

Fair Value

 

Convertible Promissory Notes

 

$5,210,611

 

Fair value of Warrants issued with the derivative instruments

 

 

142,791

 

 

 

$5,353,402

 

v3.23.3
ACQUISITIONS (Tables)
6 Months Ended
Jun. 30, 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

 

Proforma results of operations

 

 

2023

 

 

2022

 

Revenue

 

$2,885,866

 

 

$4,910,771

 

Cost of Sales

 

 

1,571,229

 

 

 

3,293,422

 

Gross Profit

 

$1,314,637

 

 

$1,617,348

 

Expenses

 

 

(3,264,918 )

 

 

(5,757,393 )

Other income (expense)

 

 

(885,779 )

 

 

(6,262,971 )

Net Loss

 

$(2,836,060 )

 

$(10,403,016 )

Loss per share

 

$(0.00 )

 

$(0.01 )
v3.23.3
PROPERTY AND EQUIPMENT (Tables)
6 Months Ended
Jun. 30, 2023
PROPERTY AND EQUIPMENT  
Property and equipment

 

 

2023

 

 

2022

 

Property and equipment:

 

 

 

 

 

 

Office furniture and equipment

 

$84,180

 

 

 

84,180

 

Total property and equipment

 

 

84,180

 

 

 

84,180

 

Accumulated depreciation

 

 

(82,162)

 

 

(79,616)

Property and equipment, net

 

$2,018

 

 

$4,564

 

v3.23.3
DEBT FINANCING ARRANGEMENTS (Tables)
6 Months Ended
Jun. 30, 2023
DEBT FINANCING ARRANGEMENTS  
Debt financing arrangements

2023

2022

Loans and advances (1)

$844,053$844,053

Convertible notes payable (2)

3,361,7293,054,869

Factoring agreements (3)

619,532577,177

Debt – third party

$4,825,314$4,476,099

Line of credit, related party secured by assets (4)

$2,742,929$2,742,929

Debt– other related party, net of discounts (5)

2,015,5002,015,500

Convertible debt – related party (6)

553,100553,100

Shareholder debt (7)

45,0024,150

Debt – related party

$5,356,531$5,315,679

Total financing arrangements

$10,181,845$9,791,778

Less current portion:

Loans, advances and factoring agreements – third party

$(1,463,585 )$(1,276,770 )

Convertible notes payable third party

(3,361,729 )(3,054,869 )

Debt – related party, net of discount

(4,803,431 )(4,762,579 )

Convertible notes payable– related party

(553,100 )(553,100 )
(10,181,845 )(9,647,318 )

Total long term debt

$$144,460
v3.23.3
DERIVATIVE FINANCIAL INSTRUMENTS (Tables)
6 Months Ended
Jun. 30, 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

 

 

477,414

 

Change in derivative liabilities from conversion of notes payable

 

 

(594,293 )

Change in fair value of derivative liabilities at end of period – derivative expense

 

 

647,883

 

Balance, June 30, 2023

 

$5,353,402

 

v3.23.3
STOCKHOLDERS DEFICIT (Tables)
6 Months Ended
Jun. 30, 2023
Stockholders' DEFICIT  
Subscription payable

Unissued shares for TPT consulting agreements

 

 

2,875,000

 

Shares receivable under terminated acquisition agreement

 

 

(3,096,181 )

Net commitment

 

 

(221,181 )
v3.23.3
COMMITMENTS AND CONTINGENCIES (Tables)
6 Months Ended
Jun. 30, 2023
COMMITMENTS AND CONTINGENCIES  
Accounts payable and accrued expenses

Accounts payable:

 

2023

 

 

2022

 

   Related parties (1)

 

$1,052,569

 

 

$831,502

 

   General operating

 

 

4,892,346

 

 

 

5,619,910

 

Accrued interest on debt (2)

 

 

2,517,994

 

 

 

2,095,955

 

Credit card balances

 

 

211,438

 

 

 

218,781

 

Accrued payroll and other expenses

 

 

1,588,382

 

 

 

1,041,923

 

Taxes and fees payable

 

 

642,640

 

 

 

642,640

 

Total

 

$10,905,369

 

 

$10,450,711

 

Future minimum lease payments

2023

 

$7,138,487

 

2024

 

 

797,193

 

2025

 

 

497,486

 

2026

 

 

147,486

 

2027

 

 

7,032

 

Thereafter

 

 

66,000

 

Total operating lease liabilities

 

 

8,653,459

 

Amount representing interest

 

 

(387,236 )

Total net present value

 

$8,266,133

 

2022

 

$724,812

 

2023

 

 

 

2024

 

 

 

2025

 

 

 

2026

 

 

 

Thereafter

 

 

 

Total financing lease liabilities

 

 

724,812

 

Amount representing interest

 

 

 

Total future payments (1)(2)

 

$724,812

 

Shares to be issued

Convertible Promissory Notes

 

 

8,385,153,403

 

Series A Preferred Stock (1)

 

 

33,480,996,660

 

Series B Preferred Stock

 

 

2,588,693

 

Series D Preferred Stock (2)

 

 

281,867,069

 

Series E Preferred Stock (3)

 

 

12,347,474,320

 

Stock Options and Warrants

 

 

129,116,666

 

 

 

 

55,257,448,912

 

v3.23.3
SEGMENT REPORTING (Tables)
6 Months Ended
Jun. 30, 2023
SEGMENT REPORTING  
Summary information by segment

2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TPT SpeedConnect

 

 

Blue Collar

 

 

TPT MedTech and QuikLabs

 

 

Corporate and other

 

 

Total

 

Revenue

 

$927,812

 

 

 

54,388

 

 

 

 

 

 

371,927

 

 

$1,354,127

 

Cost of revenue

 

$(171,898)

 

 

(29,671)

 

 

 

 

 

(265,642)

 

$(467,211)

Net income (loss)

 

$403,466

 

 

 

(123,430)

 

 

9,727

 

 

 

(1,643,385)

 

$(1,363,349)

Total assets

 

$40,983

 

 

 

1,948,501

 

 

 

9,977

 

 

 

(1,269,672)

 

$719,812

 

Depreciation and amortization

 

$

 

 

 

 

 

 

 

 

 

 

 

$

 

Derivative gain (expense)

 

$

 

 

 

 

 

 

 

 

 

(550,298)

 

$(550,298)

Gain (loss) on debt extinguishment

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

$

 

 

 

(2,862)

 

 

 

 

 

(546,230)

 

$(549,092)

 

2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TPT SpeedConnect

 

 

Blue Collar

 

 

TPT

MedTech and QuikLABS

 

 

Corporate and other

 

 

Total

 

Revenue

 

$1,504,268

 

 

 

595,904

 

 

 

 

 

 

108,313

 

 

$2,208,485

 

Cost of revenue

 

$(1,404,357)

 

 

(305,916)

 

 

 

 

 

(68,902)

 

$(1,779,175)

Net income (loss)

 

$(593,826)

 

 

116,199

 

 

 

(72,234)

 

 

(3,985,589)

 

$(4,535,450)

Total assets

 

$5,872,627

 

 

 

1,540,269

 

 

 

1,364,273

 

 

 

547,289

 

 

$9,324,458

 

Depreciation and amortization

 

$(128,578)

 

 

(2,273)

 

 

(14,931)

 

 

(164,484)

 

$(310,265)

Derivative gain (expense)

 

$

 

 

 

 

 

 

 

 

 

131,374

 

 

$131,374)

Gain (loss) on debt extinguishment

 

$

 

 

 

 

 

 

 

 

 

(384,146)

 

$(384,374)

Interest expense

 

$(234,141)

 

 

(3,063)

 

 

 

 

 

(2,867,734)

 

$(3,104,938)

2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TPT SpeedConnect

 

 

Blue Collar

 

 

TPT

MedTech and QuikLABS

 

 

Corporate and other

 

 

Total

 

Revenue

 

$1,916,613

 

 

 

164,529

 

 

 

 

 

 

804,724

 

 

$2,885,866

 

Cost of sales

 

$(941,675)

 

 

(78,639)

 

 

 

 

 

(550,915)

 

$(1,571,229)

Net income (loss)

 

$708,617

 

 

 

(261,722)

 

 

(1,605)

 

 

(3,282,955)

 

$(2,836,060)

Total assets

 

$40,983

 

 

 

1,948,501

 

 

 

9,977

 

 

 

(1,269,672)

 

$719,812

 

Depreciation and amortization

 

$

 

 

 

 

 

 

 

 

 

(2,546)

 

$(2,546)

Derivative gain (expense)

 

$

 

 

 

 

 

 

 

 

 

(647,883)

 

$(647,883)

Gain (loss) on debt extinguishment

 

$

 

 

 

 

 

 

 

 

 

332,530

 

 

$332,530

 

Interest expense

 

$(42,355)

 

 

(7,328)

 

 

 

 

 

(894,712)

 

$(944,395)

 

2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TPT SpeedConnect

 

 

Blue Collar

 

 

TPT

MedTech and QuikLABS

 

 

Corporate and other

 

 

Total

 

Revenue

 

$3,045,734

 

 

 

694,484

 

 

 

90,315

 

 

 

262,115

 

 

$4,092,648

 

Cost of sales

 

$(2,166,680)

 

 

(453,161)

 

 

 

 

 

(182,548)

 

$(2,802,390)

Net loss

 

$(423,191)

 

 

(107,163)

 

 

(89,922)

 

 

(9,487,649)

 

$(10,107,925)

Total assets

 

$5,872,627

 

 

 

1,540,269

 

 

 

1,364,273

 

 

 

547,289

 

 

$9,324,458

 

Depreciation and amortization

 

$(263,796)

 

 

(3,978)

 

 

(29,862)

 

 

(328,967)

 

$(626,603)

Derivative gain (expense)

 

$

 

 

 

 

 

 

 

 

 

388,398

 

 

$388,398

 

Gain (loss) on debt extinguishment

 

$

 

 

 

 

 

 

 

 

 

(2,367,038)

 

$(2,367,038)

Interest expense

 

$(378,681)

 

 

(5,540)

 

 

 

 

 

(3,895,062)

 

$(4,279,283)
v3.23.3
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)
6 Months Ended
Jun. 30, 2023
Acquisition 1[Member]  
Name of acquisition TPT Global Tech, Inc.
Referred Company or TPTG
Incorporation Date 1988
Ownership Percentage 100.00%
Acquisition 2[Member]  
Name of acquisition Copperhead Digital Holdings, Inc.
Referred Copperhead Digital or CDH
Incorporation Date 2015
Ownership Percentage 100.00%
Acquisition 3[Member]  
Name of acquisition TruCom, LLC
Referred TruCom
Incorporation Date 2015
Ownership Percentage 100.00%
Acquisition 4[Member]  
Name of acquisition CityNet Arizona, LLC
Referred CityNet
Incorporation Date 2015
Ownership Percentage 100.00%
Acquisition 5[Member]  
Name of acquisition San Diego Media Inc.
Referred SDM
Incorporation Date 2016
Ownership Percentage 100.00%
Acquisition 6[Member]  
Name of acquisition Blue Collar Production, Inc.
Referred Blue Collar
Incorporation Date 2018
Ownership Percentage 100.00%
Acquisition 7[Member]  
Name of acquisition TPT SpeedConnect, LLC
Referred TPT SpeedConnect
Incorporation Date 2019
Ownership Percentage 86.00%
Acquisition 8[Member]  
Name of acquisition TPT Federal, LLC
Referred TPT Federal
Incorporation Date 2020
Ownership Percentage 100.00%
Acquisition 9[Member]  
Name of acquisition TPT MedTech, LLC
Referred TPT MedTech
Incorporation Date 2020
Ownership Percentage 100.00%
Acquisition 10[Member]  
Name of acquisition TPT Strategic, Inc.
Referred TPT Strategic
Incorporation Date 2020
Ownership Percentage 0.00%
Acquisition 11[Member]  
Name of acquisition QuikLab 1 LLC
Referred Quiklab 1
Incorporation Date 2020
Ownership Percentage 80.00%
Acquisition 12[Member]  
Name of acquisition QuikLAB 2, LLC
Referred QuikLAB 2
Incorporation Date 2020
Ownership Percentage 80.00%
Acquisition 13[Member]  
Name of acquisition QuikLAB 3, LLC
Referred QuikLAB 3
Incorporation Date 2020
Ownership Percentage 80.00%
Acquisition 14[Member]  
Name of acquisition The Fitness Container, LLC
Referred Air Fitness
Incorporation Date 2020
Ownership Percentage 75.00%
Acquisition 15[Member]  
Name of acquisition TPT Global Tech Asia Limited
Referred TPT Asia
Incorporation Date 2020
Ownership Percentage 78.00%
Acquisition 16[Member]  
Name of acquisition TPT MedTech UK LTD
Referred TPT MedTech UK
Incorporation Date 2020
Ownership Percentage 100.00%
Acquisition 17[Member]  
Name of acquisition TPT Global Defense Systems, Inc.
Referred TPT Global Defense
Incorporation Date 2021
Ownership Percentage 100.00%
Acquisition 18[Member]  
Name of acquisition TPT Innovations Technology, Inc.
Referred TPT Innovations
Incorporation Date 2021
Ownership Percentage 100.00%
Acquisition 19[Member]  
Name of acquisition TPT Global Caribbean Inc.
Referred TPT Caribbean
Incorporation Date 2021
Ownership Percentage 100.00%
Acquisition 20[Member]  
Name of acquisition TPT Media and Entertainment, LLC
Referred TPT Media and Entertainment
Incorporation Date 2021
Ownership Percentage 100.00%
Acquisition 21[Member]  
Name of acquisition VuMe Live, LLC
Referred VuMe Live
Incorporation Date 2021
Ownership Percentage 100.00%
Acquisition 22[Member]  
Name of acquisition Digithrive, LLC
Referred Digithrive
Incorporation Date 2021
Ownership Percentage 100.00%
Acquisition 23[Member]  
Name of acquisition Information Security and Training, LLC
Referred IST
Incorporation Date 2022
Ownership Percentage 0.00%
Acquisition 24[Member]  
Name of acquisition Asberry 22 Holdings, Inc.
Referred Asberry or ASHI
Incorporation Date 2023
Ownership Percentage 86.00%
v3.23.3
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Total revenues $ 1,354,127 $ 2,208,485 $ 2,885,866 $ 4,092,648
IST [Member]        
Total revenues 371,017 0 801,251 0
TPT Speed Connect [Member]        
Total revenues 927,812 1,504,268 1,916,613 3,045,734
Blue Collar [Member]        
Total revenues 54,388 595,904 164,529 694,484
TPT MedTech [Member]        
Total revenues 0 0 0 90,315
Other [Member]        
Total revenues 910 108,313 3,473 180,115
Total Services Revenues [Member]        
Total revenues 1,354,127 2,208,485 2,885,866 4,010,648
Air Fitness Product Revenue        
Total revenues 0 0 0 82,000
Total Product Revenues [Member]        
Total revenues $ 0 $ 0 $ 0 $ 82,000
v3.23.3
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2)
6 Months Ended
Jun. 30, 2023
shares
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount 55,257,448,912
Convertible Promissory Notes  
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount 8,385,153,403
Series E Preferred Stock  
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount 12,347,474,320
Series A Preferred Stock  
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount 33,480,996,660
Series B Preferred Stock  
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount 2,588,693
Series D Preferred Stock  
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount 281,867,069
Stock Options and Warrants  
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount 129,116,666
v3.23.3
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 3)
Jun. 30, 2023
USD ($)
Total Services Revenues  
Fair value of derivative instrument $ 5,353,402
Warrants Issued with the Derivative Instruments  
Fair value of derivative instrument 142,791
Convertible Promissory Notes  
Fair value of derivative instrument $ 5,210,611
v3.23.3
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)
6 Months Ended
Jun. 30, 2023
Dec. 31, 2022
Jun. 30, 2022
Nov. 10, 2021
Jul. 06, 2021
Preferred stock, authorized 100,000,000        
Deferred revenue $ 0 $ 0      
TPT MedTech          
Percentage of common stock conversion 86.00%        
Deferred revenue $ 0   $ 0    
Ally Pharma Member          
Mezzanine stock, issued 110,000,000        
Ownership percentage 80.00%        
Deferred revenue $ 0 $ 75,556      
Total Services Revenues          
Percentage of common stock conversion 60.00%        
Series E Preferred Stock          
Preferred stock, authorized 100,000,000     10,000,000  
Percentage of common stock conversion 75.00%        
Mezzanine stock, issued 2,043,507 2,043,507      
Number of days 30 days        
Average market closing price $ 5        
Series E Preferred Stock | Automatic Conversion To Common Stock Member          
Percentage of common stock conversion 75.00%        
Number of days 30 days        
Average market closing price $ 5        
Series A Preferred Stock          
Preferred stock, authorized 4,500,000,000        
Mezzanine stock, issued 1,000,000 1,000,000      
Series A Preferred Stock | Mr. Thomas [Member]          
Preferred stock, authorized 1,000,000        
Series D Preferred Stock          
Preferred stock, authorized         100,000,000
Percentage of common stock conversion 75.00%        
Mezzanine stock, issued 46,649 46,649      
Number of days 30 days        
Average market closing price $ 5        
Series D Preferred Stock | Automatic Conversion To Common Stock Member          
Percentage of common stock conversion 75.00%        
Number of days 30 days        
Average market closing price $ 5        
v3.23.3
ACQUISITIONS (Details)
Jun. 30, 2023
USD ($)
Accounts payable $ 68,025
Agreement and Plan of Merger  
Accounts payable 68,025
Prepaid expenses 4,250
Additional paids in capital 63,775
Assets acquired at fair value $ 68,025
v3.23.3
ACQUISITIONS (Details 1) - The Fitness Container, LLC
6 Months Ended
Jun. 30, 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
v3.23.3
ACQUISITIONS (Details 2) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Revenue $ 1,354,127 $ 2,208,485 $ 2,885,866 $ 4,092,648
Gross Profit 886,916 429,309 1,314,637 1,290,258
Net Loss $ (1,363,349) $ (4,535,450) (2,836,060) (10,107,925)
Acquisition of IST        
Revenue     2,885,866 4,910,771
Cost of Sales     1,571,229 3,293,422
Gross Profit     1,314,637 1,617,348
Expenses     (3,264,918) (5,757,393)
Other income (expense)     (885,779) (6,262,971)
Net Loss     $ (2,836,060) $ (10,403,016)
Loss per share     $ (0.00) $ (0.01)
v3.23.3
ACQUISITIONS (Details Narrative) - USD ($)
1 Months Ended 3 Months Ended 6 Months Ended
Jun. 29, 2022
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Gross profit Royalty from sales percentage 10.00%     86.00%  
Preferred shares 500,000     500,000  
Total common stock issued       4,658,318  
Revenue   $ 1,354,127 $ 2,208,485 $ 2,885,866 $ 4,092,648
Net loss   (1,363,349) (4,535,450) $ (2,836,060) (10,107,925)
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]          
Gross profit Royalty from sales percentage       85.00%  
Preferred shares       500,000  
Revenue   $ 371,017 $ 0 $ 801,251 $ 0
Net loss       $ (108,196)  
v3.23.3
GOING CONCERN (Details Narrative) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
GOING CONCERN        
Net loss $ (1,363,349) $ (4,535,450) $ (2,836,060) $ (10,107,925)
Net cash used in operating activities     (483,008) (427,346)
Impairment of goodwill and long lived assets $ 1,349,195 $ 7,648,197 1,349,195 7,648,197
Net increase in assets and liabilities     1,003,857 2,228,694
Net cash provided by financing activities     403,196 32,802
Proceeds from convertible notes, loans and advances     362,344 40,852
Payment on convertible loans, advances and factoring agreements     (1,186,503) (1,256,187)
Payments on convertible notes and amounts payable - related parties     36,882  
Net cash used in investing activities     $ 0 $ (16,297)
v3.23.3
PROPERTY AND EQUIPMENT (Details) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Total Property and equipment $ 2,018 $ 4,564
Accumulated depreciation (82,162) (79,616)
Office Furniture and Equipment    
Property, plant and equipment, gross 84,180 84,180
Total Property and equipment $ 84,180 $ 84,180
v3.23.3
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
PROPERTY AND EQUIPMENT        
Depreciation expense $ 0 $ 146,208 $ 2,546 $ 298,489
v3.23.3
DEBT FINANCING ARRANGEMENTS (Details) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
DEBT FINANCING ARRANGEMENTS    
Loans and advances $ 844,053 $ 844,053
Convertible notes payable 3,361,729 3,054,869
Factoring agreements 619,532 577,177
Debt - third party 4,825,314 4,476,099
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 45,002 4,150
Debt - related party 5,356,531 5,315,679
Total financing arrangements 10,181,845 9,791,778
Less current liabilities:    
Loans, advances and agreements - third party (1,463,585) (1,276,770)
Convertible notes payable, third party (3,361,729) (3,054,869)
Debt - related party, net of discount (4,803,431) (4,762,579)
Convertible notes payable - related party (553,100) (553,100)
Total (10,181,845) (9,647,318)
Total long term debt $ 0 $ 144,460
v3.23.3
DEBT FINANCING ARRANGEMENTS (Details Narrative) - USD ($)
1 Months Ended 3 Months Ended 6 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
Apr. 30, 2022
Apr. 27, 2022
Jan. 31, 2022
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2016
Mar. 31, 2022
Convertible note payable                     $ 508,553   $ 508,553                
Line of Credit balance                     40,000   40,000                
Interest expense                         916,895                
Original issue discount amount     $ 21,510                                    
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)                       Line of Credit which bears interest at adjustable rates, 1 month LIBOR plus 2%, 7.19%                
Series A Super Majority Voting Preferred Shares 500,000                                        
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 $ 0 $ 0 $ 1,750,000              
Promissory note non-interest bearing             $ 1,000,000                            
Note payable                             $ 500,000            
Convertible promissory note                         500,000         $ 10,000      
Convertible into common stock per share                                   $ 1.00      
Convertible promissory notes related party                                   $ 537,200      
Cash due to prior owners of the technology acquired                                       $ 350,000  
Convertible Promissory Note                     3,361,729   3,361,729   3,054,869            
Debt instrument converted amount, principal                         804,088   $ 1,256,901            
Outstanding principal and interest                                         $ 685,682
Outstanding Shares of principal and interest                                         137,136
Balance to be purchased and sold                         $ 362,344 40,852              
Debt instrument converted amount shares issued                         466,848,487   333,871,496            
Principal amount                         $ 113,000                
Proceeds from convertible notes, loans and advances                         362,344 $ 1,256,187              
Preferred stock share exchanged                             384,500            
Mr. Advance Agreement                                          
Effective interest rate       36.00%                                  
Balance to be purchased and sold       $ 411,000                                  
Received, net of fees       270,715                                  
Payment per week       $ 8,935                                  
Duration of weekly payment       46                                  
Net of discounts                     301,549   301,549                
CLOUDFUND Agreement                                          
Effective interest rate       36.00%                                  
Balance to be purchased and sold       $ 411,000                                  
Received, net of fees       272,954                                  
Payment per week       $ 8,935                                  
Duration of weekly payment       46                                  
Net of discounts                     244,670   244,670                
Fox Capital Agreement [Member]                                          
Effective interest rate                 36.00%                        
Balance to be purchased and sold                 $ 138,000                        
Received, net of fees                 90,000                        
Payment per week                 $ 4,313                        
Duration of weekly payment                 32                        
Net of discounts                     73,313   $ 73,313                
Copperhead Digital Shareholders [Member]                                          
Line of Credit bears variable interest rate                         2.00%                
LIBOR rate                         7.19%                
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                                 $ 136,400 $ 537,200      
Principal balance               300,461                          
May 28, 2019 [Member]                                          
Adjustable interest rate description                         bears interest at Prime plus 6%, 14.0%                
Bank loan                     360,000   $ 360,000                
Monthly payment of principal and interest                         40,000                
Line of credit agreement One [Member]                                          
Line of Credit balance                     25,000   25,000                
Line of credit agreement Agreement outstanding balance                     24,443   $ 24,443                
Interest rate                         15.47%                
Odyssey Capital Funding, LLC [Member] | June 4, 2019 [Member]                                          
Adjustable interest rate description                         interest at the rate of 12% (24% default)                
Convertible Promissory Note                     525,000   $ 525,000                
Debt instrument converted amount, interest                         4,116                
Debt instrument converted amount, principal                         $ 49,150                
Conversion price description                         The conversion price was 55% multiplied by the average of the two lowest trading prices for the common stock during the previous 20 trading days prior to the applicable conversion date                
Convertible Promissory Note repayment description                         The Odyssey Convertible Promissory Note could be prepaid in full at 125% to 145% up to 180 days from origination                
Debt instrument converted amount shares issued                         52,961,921                
Odyssey Capital Funding, LLC [Member] | June 8, 2020 [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                
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          
EMA [Member] | June 11, 2019 [Member]                                          
Interest rate description                         interest at the rate of 12% (principal amount increases 200% and interest rate increases to 24% under default)                
Convertible Promissory Note                     $ 250,000   $ 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   1,000,000                
Accrued interest                     $ 503,771   $ 503,771               $ 477,261
Talos Victory Fund, LLC [Member]                                          
Convertible Promissory Note                   $ 271,750                      
Original issue discount                   8.00%                      
Interest rate                   10.00%                      
Default rate                   16.00%                      
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 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                      
Former officer [Member]                                          
Convertible Promissory Note                                     $ 5,000    
FirstFire Global Opportunities Fund, LLC [Member]                                          
Convertible Promissory Note           $ 1,087,000                              
Convertible amount                     462,660   462,660                
Accrued interest                     577,194   577,194                
Principal amount                         $ 896,090                
Common stock shares                         297,000,000                
Original issue discount           8.00%                              
Description of discount opening preces           There is a mandatory conversion in the event a Nasdaq Listing prior to nine months from funding for which the Holder’s principal and interest balances will be converted at a price equal to 25% discount to the opening price on the first day the Company trades on Nasdaq. There is also a voluntary conversion of all principal and accrued interest at the discretion of the Holder at the lower of (1) 75% of the two lowest trade prices during the fifteen consecutive trading day period ending on the trading day immediately prior to the applicable conversion date or (2) discount to market based on subsequent financings with other investors. Subsequent debt issuances have lowered this price to $0.025 per share, adjusted to $.0075 during the three months ended March 31, 2022. The Holder was given registration rights. The FirstFire Note may be prepaid in whole or in part of the outstanding balances at 115% prior to maturity. 225,000,000 common shares of the Company have been reserved with the transfer agent for possible conversion and exercise of warrants. Warrants to purchase 55,000,000 shares of common stock at 110% of the opening price on the first day the Company trades on the Nasdaq exchange were issued to the Holder                              
Interest rate           10.00%                              
Default rate           24.00%                              
Cavalry Investment Fund LP [Member]                                          
Convertible Promissory Note         $ 271,250                                
Convertible amount                     67,000   $ 67,000                
Accrued interest                     104,872   104,872                
Principal amount                         $ 272,688                
Common stock shares                         55,833,334                
Original issue discount         8.00%                                
Interest rate         10.00%                                
Default rate         24.00%                                
Conversion description         There is a mandatory conversion in the event a Nasdaq Listing prior to nine months from funding for which the Holder’s principal and interest balances will be converted at a price equal to 25% discount to the opening price on the first day the Company trades on Nasdaq. There is also a voluntary conversion of all principal and accrued interest at the discretion of the Holder at the lower of (1) 75% of the two lowest trade prices during the fifteen consecutive trading day period ending on the trading day immediately prior to the applicable conversion date or (2) discount to market based on subsequent financings with other investors. Subsequent debt issuances have lowered this price to $0.025 per share, adjusted to $.0075. The Holder was given registration rights. The Cavalry Investment Note may be prepaid in whole or in part of the outstanding balances at 115% prior to maturity. 56,250,000 common shares of the Company have been reserved with the transfer agent for possible conversion and exercise of warrants. Warrants to purchase 13,750,000 shares of common stock at 110% of the opening price on the first day the Company trades on the Nasdaq exchange were issued to the Holder                                
Cavalry Fund I, LP [Member]                                          
Convertible Promissory Note         $ 815,250                                
Convertible amount                     192,230   $ 192,230                
Accrued interest                     315,200   315,200                
Principal amount                         $ 826,833                
Common stock shares                         168,750,000                
Original issue discount         8.00%                                
Interest rate         10.00%                                
Default rate         24.00%                                
Conversion description         There is a mandatory conversion in the event a Nasdaq Listing prior to nine months from funding for which the Holder’s principal and interest balances will be converted at a price equal to 25% discount to the opening price on the first day the Company trades on Nasdaq. There is also a voluntary conversion of all principal and accrued interest at the discretion of the Holder at the lower of (1) 75% of the two lowest trade prices during the fifteen consecutive trading day period ending on the trading day immediately prior to the applicable conversion date or (2) discount to market based on subsequent financings with other investors. Subsequent debt issuances have lowered this price to $0.0075 per share. The Holder was given registration rights. The Cavalry Fund I Note may be prepaid in whole or in part of the outstanding balances at 115% prior to maturity. 168,750,000 common shares of the Company have been reserved with the transfer agent for possible conversion and exercise of warrants. Warrants to purchase 41,250,000 shares of common stock at $110% of the opening price on the first day the Company trades on the Nasdaq exchange were issued to the Holder                                
Diagonal Lending LLC                                          
Original issue discount amount $ 30,000 $ 7,425                                      
Convertible Promissory Note $ 330,000 $ 81,675 $ 200,760                                    
Convertible amount                     236,094   $ 236,094                
Common stock shares                         190,987,049                
Original issue discount 9.00% 9.00% 12.00%                                    
Interest rate 20.00% 22.00% 22.00%                                    
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 June 30, 2023, First Fire has not exercised its right to convert any principal or interest into common shares leaving a balance of $495,000 in principal and $44,550 in accrued interest as of June 30, 2023 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 June 30, 2023, 1800 Diagonal Lending LLC has not exercised its right to convert any principal or interest into common shares leaving a balance of $122,513 in principal and $11,026 in accrued interest as of June 30, 2023. See below regarding derivative securities in default 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                                    
Interest description $33,000 of interest is considered earned at the issue date                                        
Blue Lake Partners, LLC [Member]                                          
Convertible amount                     8,165   $ 8,165                
Accrued interest                     0   0                
Principal amount                         $ 360,447                
Common stock shares                         48,059,600                
Information Security And Training [Member]                                          
Line of Credit balance                     350,000   $ 350,000                
Line of credit agreement Agreement outstanding balance                     349,518   349,518                
Mr. and Mrs. Caudle                                          
Payment done by raise fund                         1,000,000                
Total Services Revenues                                          
Note payable                     $ 350,000   $ 350,000                
Interest rate                         10.00%                
Purchase of Series A Preferred shares                     500,000   500,000                
Purchase price                         $ 350,000                
Registration of common shares                     7,500,000   7,500,000                
Net sales proceeds                         $ 185,000                
Series E Preferred Stock                                          
Effective interest rate                         75.00%                
Note payable                     $ 500,000   $ 500,000                
Represents part of note payable                         115,500                
Accrued interest                             $ 49,985            
Preferred stock share exchanged                             104,961            
Series C Preferred Stock                                          
Convertible note payable                     $ 553,100   $ 553,100                
Notes repaid               $ 106,000                          
Series B Preferred Stock | Copperhead Digital Shareholders [Member]                                          
Preferred stock share exchanged               60,092                          
v3.23.3
DERIVATIVE FINANCIAL INSTRUMENTS (Details) - Level 3 - USD ($)
6 Months Ended 12 Months Ended
Jun. 30, 2023
Dec. 31, 2022
Derivative liability, beginning $ 4,822,398 $ 4,042,910
Change in derivative liabilities from new notes payable 477,414 622,518
Change in derivative liability from conversion of notes payable (594,293) (493,101)
Change in derivative liability - derivative expense 647,883 650,071
Derivative liability, ending $ 5,353,402 $ 4,822,398
v3.23.3
DERIVATIVE FINANCIAL INSTRUMENTS (Details Narrative) - USD ($)
6 Months Ended
Jun. 30, 2023
Dec. 31, 2022
Dec. 31, 2021
Warrants      
Change in fair value of derivative liabilities $ 142,791    
Convertible Notes      
Change in fair value of derivative liabilities $ 5,210,611    
Derivative Liability      
Dividend yield 0.00%    
Quoted market price $ 0.001    
Expected life 0.22 to 3.58    
Derivative Liability | Minimum      
Expected volatility 143.80%    
Weighted average risk-free interest rate 5.47%    
Derivative Liability | Maximum      
Expected volatility 260.30%    
Weighted average risk-free interest rate 4.49%    
Level 3      
Derivative liability $ 5,353,402 $ 4,822,398 $ 4,042,910
Change in fair value of derivative liabilities 5,353,402    
Gain from change in fair value of debt derivatives $ 647,883    
v3.23.3
STOCKHOLDERS DEFICIT (Details)
6 Months Ended
Jun. 30, 2023
shares
Stockholders' DEFICIT  
Unissued shares for TPT consulting agreements 2,875,000
Shares receivable under terminated acquisition agreement (3,096,181)
Net commitment (221,181)
v3.23.3
STOCKHOLDERS DEFICIT (Details Narrative) - USD ($)
1 Months Ended 3 Months Ended 6 Months Ended 12 Months Ended
Jan. 31, 2022
May 31, 2018
Feb. 28, 2015
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2022
Dec. 31, 2021
Nov. 10, 2021
Jul. 06, 2021
Preferred stock share authorized       100,000,000   100,000,000          
Common stock, authorized       4,500,000,000   4,500,000,000   4,500,000,000      
Common stock, issued       1,723,749,021   1,723,749,021   1,256,900,534      
Common stock, outstanding       1,723,749,021   1,723,749,021   1,256,900,534      
Subscription payable       $ 37,560   $ 37,560          
Gain on debt extinguishment       0 $ (384,146) 332,530 $ (2,367,038)        
Common stock value           804,088   $ 1,256,901      
Common stock value       1,723,749   $ 1,723,749   $ 1,256,901      
Common stock issued for conversion of debt           466,848,487   333,871,496      
Principal, interest, penalties and fees           $ 542,324   $ 1,076,782      
Common stock issued in exchange legal libilities           1,000,000          
Derivative liabilities       5,353,402   $ 5,353,402   $ 4,822,398      
Convertible notes payable       $ 508,553   $ 508,553          
Common stock, par value       $ 0.001   $ 0.001   $ 0.001      
Accounts payable       $ 68,025   $ 68,025          
Common Stock Reservations [Member]                      
Common stock shares for consideration           20,000,000          
Aire Fitness                      
Non-controlling interest ownership           75.00%          
TPT Asia [Member]                      
Non-controlling interest ownership           78.00%          
Warrants [Member]                      
Warrants outstanding       129,116,666   129,116,666          
Warrant purchase           1,000,000          
Warrant common shares           1,000,000          
Current market price           70.00%          
Fire [Member]                      
Derivative liabilities       $ 4,822,398   $ 4,822,398          
Opening price           110.00%          
Warrant issued considered as dervative liabilities           $ 187,745          
Conversion Of Debt Member                      
Gain on debt extinguishment           332,530   $ 363,112      
Common stock value       804,088   804,088   $ 1,439,894      
QuikLAB [Member]                      
Statement of operations           12 $ 7,894        
Investment       $ 470,000   470,000          
Investor investment           10,000          
Reclassified to an accounts payable           $ 60,000          
Owning percentage           20.00%          
Ownership percentage           80.00%          
Non-controlling interest ownership           14.00%          
InnovaQor, Air Fitness,TPT Asia and IST                      
Statement of operations           $ 68,022          
Director Member                      
Common stock share issue                 3,000,000    
Value of share                 $ 42,600    
Expenses per month                 $ 1,775    
Vested number of share           2,850,000          
Expenses           $ 40,825          
Holly wood Rivera, LLC and HRS Mobile LLC ("HRS")                      
Common stock, issued       3,096,181   3,096,181          
TPT Global Tech Inc Member                      
Warrant purchase 18,116,666                    
Warrant to purchase per share $ 0.015                    
InnovaQor Inc [Member]                      
Non-controlling interest ownership           0.00%          
IST [Member]                      
Non-controlling interest ownership           0.00%          
Series E Preferred Stock                      
Preferred stock share authorized       100,000,000   100,000,000       10,000,000  
Gain on debt extinguishment           $ 2,356,794          
Cumulative Annual Dividends rate           75.00%          
Average market per share           $ 5.00          
Divided rate per share           5.00          
Accrued unpaid dividends rate per shares           $ 5.00          
Common stock, par value                   $ 0.001  
Financing arrangements amount           $ 10,987,307          
Accounts payable       $ 13,344,101   $ 13,344,101          
Fair value by third party valuation           $ 6.53          
Series E Preferred Stock | Minimum                      
Percent of redemption           115.00%          
Series E Preferred Stock | Maximum                      
Percent of redemption           140.00%          
Series E Preferred Stock | Noteholder [Member]                      
Preferred Stock, outstanding       2,043,507   2,043,507          
Series A Preferred Stock                      
Preferred stock share authorized       4,500,000,000   4,500,000,000          
Preferred stock, authorized       1,000,000   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   1,000,000          
Series B Preferred Stock                      
Preferred stock share authorized       3,000,000   3,000,000          
Preferred Stock, outstanding       2,588,693   2,588,693          
Preferred Stock share price     $ 2.00                
Conversion price     $ 2.00                
Series C Preferred Stock                      
Preferred stock share authorized   3,000,000                  
Preferred Stock share price   $ 2.00                  
Conversion price   $ 0.15                  
Convertible notes payable       $ 553,100   $ 553,100          
Series D Preferred Stock                      
Preferred stock share authorized                     100,000,000
Preferred Stock, outstanding       46,649   46,649          
Cumulative Annual Dividends rate           75.00%          
Average market per share           $ 5.00          
Divided rate per share           5.00          
Accrued unpaid dividends rate per shares           $ 5.00          
Percent of converted common stock           75.00%          
Preferred stock, par value                     $ 0.001
Series D Preferred Stock | Minimum                      
Percent of redemption           115.00%          
Series D Preferred Stock | Maximum                      
Percent of redemption           140.00%          
v3.23.3
COMMITMENTS AND CONTINGENCIES (Details) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
COMMITMENTS AND CONTINGENCIES    
Related parties $ 1,052,569 $ 831,502
General operating 4,892,346 5,619,910
Accrued interest on debt 2,517,994 2,095,955
Credit card balances 211,438 218,781
Accrued payroll and other expenses 1,588,382 1,041,923
Taxes and fees payable 642,640 642,640
Total $ 10,905,369 $ 10,450,711
v3.23.3
COMMITMENTS AND CONTINGENCIES (Details 1)
Mar. 31, 2023
USD ($)
Operating Lease Liabilities  
2023 $ 7,138,487
2024 797,193
2025 497,486
2026 147,486
2027 7,032
Thereafter 66,000
Total operating lease liabilities 8,653,459
Amount representing interest (387,236)
Total net present value 8,266,133
Financing lease obligations  
2022 724,812
2023 0
2024 0
2025 0
2026 0
Thereafter 0
Total financing lease liabilities 724,812
Amount representing interest 0
Total future payments $ 724,812
v3.23.3
COMMITMENTS AND CONTINGENCIES (Details 2)
6 Months Ended
Jun. 30, 2023
shares
Potentially dilutive securities 55,257,448,912
Convertible Notes  
Potentially dilutive securities 8,385,153,403
Series E Preferred Stock  
Potentially dilutive securities 12,347,474,320
Series A Preferred Stock  
Potentially dilutive securities 33,480,996,660
Series B Preferred Stock  
Potentially dilutive securities 2,588,693
Series D Preferred Stock  
Potentially dilutive securities 281,867,069
Stock Options and Warrants  
Potentially dilutive securities 129,116,666
v3.23.3
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)
6 Months Ended
May 06, 2020
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2022
Apr. 06, 2022
Nov. 10, 2021
Jul. 06, 2021
Operating lease   $ 0   $ 0      
Lease First six Month   4,150          
Lease Second Year   8,300          
Lease Second to Third Year   95,693          
Lease Third to Fourth Year   $ 8,805          
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            
Cash paid   $ 87,398          
Lease expense   $ 208,568          
Lease term descriptions   operating agreement to lease colocation space for 5 years          
Rent and utility   $ 15,000 $ 15,000        
Related party current portion   $ 0   842,340      
Weighted average discount rate   10.00%          
Operating agreement to lease   2 days 10 hours          
Customer liability   $ 338,725   $ 338,725      
Preferred stock, authorized   100,000,000          
Attorney fees   $ 3,500          
Legal and other fees   $ 495,039          
Aire Fitness              
Issuance of restricted common shares   500,000          
Issuance of Per Share   $ 1.00          
Stock issued to non-controlling interest owners   500,000          
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   2,918,721          
Amount claimed   2,891,886          
AHS Staffing[Member]              
Accounts Payable   120,967          
Amount claimed   159,959          
Tower lease agreements              
Accounts Payable   3,966,159          
Amount claimed   3,807,072          
Securities Purchase Agreement | EMA Financial, LLC              
Loss contingency   (975,032)          
Loss exposure claimed in excess   7,614,967          
Mr. Serrett              
Loans, advances and agreements   546,219          
Attorney fees   386,030          
Loss contingency   75,000          
Back pay and benefits   $ 70,650          
Default judgement date   May 15, 2018          
Series E Preferred Stock              
Operating agreement to lease   30 days          
Preferred stock, authorized   100,000,000       10,000,000  
Percentage of common stock conversion   75.00%          
Cumulative Annual Dividends rate   75.00%          
Average market per share   $ 5.00          
Divided rate per share   5.00          
Accrued unpaid dividends rate per shares   $ 5.00          
Series D Preferred Stock              
Operating agreement to lease   30 days          
Preferred stock, authorized             100,000,000
Percentage of common stock conversion   75.00%          
Cumulative Annual Dividends rate   75.00%          
Average market per share   $ 5.00          
Divided rate per share   5.00          
Accrued unpaid dividends rate per shares   $ 5.00          
Series A Preferred Stock              
Preferred stock, authorized   2,500,000,000     4,500,000,000    
Percentage of common stock conversion   60.00%          
v3.23.3
RELATED PARTY ACTIVITY (Details Narrative) - USD ($)
Mar. 31, 2023
Dec. 31, 2022
Apr. 17, 2018
RELATED PARTY ACTIVITY      
Due to related parties $ 1,052,569 $ 831,502  
Due to management $ 263,234 $ 518,871  
Company fees     50.00%
v3.23.3
SEGMENT REPORTING (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2022
Revenue $ 1,354,127 $ 2,208,485 $ 2,885,866 $ 4,092,648  
Cost of revenue (467,211) (1,779,176) (1,571,229) (2,802,390)  
Net loss (1,363,349) (4,535,450) (2,836,060) (10,107,925)  
Total assets 719,812   719,812   $ 1,054,440
Gain (loss) on debt extinguishment 0 (384,146) 332,530 (2,367,038)  
Interest expense (549,092) (3,104,938) (944,395) (4,279,283)  
Depreciation and amortization     (2,546) (298,489)  
TPT Speed Connect          
Revenue 927,812 1,504,268 1,916,613 3,045,734  
Cost of revenue (171,898) (1,404,357) (941,675) (2,166,680)  
Net loss 403,466 (593,826) 708,617 (423,191)  
Total assets 40,983 5,872,627 40,983 5,872,627  
Depreciation and amortization 0 (128,578) 0 (263,796)  
Derivative gain (expense) 0 0 0 0  
Gain (loss) on debt extinguishment 0 0 0 0  
Interest expense 0 (234,141) (42,355) (378,681)  
Blue Collar          
Revenue 54,388 595,904 164,529 694,484  
Cost of revenue (29,671) (305,916) (78,639) (453,161)  
Net loss (123,430) 116,199 (261,722) (107,163)  
Total assets 1,948,501 1,540,269 1,948,501 1,540,269  
Depreciation and amortization 0 (2,273) 0 (3,978)  
Derivative gain (expense) 0 0 0 0  
Gain (loss) on debt extinguishment 0 0 0 0  
Interest expense (2,862) (3,063) (7,328) (5,540)  
Corporate and other          
Revenue 371,927 108,313 804,724 262,115  
Cost of revenue (265,642) (68,902) (550,915) (182,548)  
Net loss (1,643,385) (3,985,589) (3,282,955) (9,487,649)  
Total assets 1,269,672 547,289 1,269,672 547,289  
Depreciation and amortization 0 (164,484) (2,546) (328,967)  
Derivative gain (expense) 550,298 (131,374) 647,883 (388,398)  
Gain (loss) on debt extinguishment 0 (384,146) 332,530 (2,367,038)  
Interest expense (546,230) (2,867,734) (894,712) (3,895,062)  
Segment Reproting [Member]          
Revenue 1,354,127 2,208,485 2,885,866 4,092,648  
Cost of revenue (467,211) (1,779,175) (1,571,229) (2,802,390)  
Net loss (1,363,349) (4,535,450) (2,836,060) (10,107,925)  
Derivative gain (expense) 550,298 (131,374) 647,883 (388,398)  
Gain (loss) on debt extinguishment 0 (384,374) 332,530 (2,367,038)  
Interest expense (549,092) (3,104,938) (944,395) (4,279,283)  
Total assets 719,812 9,324,458 719,812 9,324,458  
Depreciation and amortization 0 (310,265) (2,546) (626,603)  
TPT Med Tech And Quik Labs          
Revenue 0 0 0 90,315  
Cost of revenue 0 0 0 0  
Net loss 9,727 (72,234) (1,605) (89,922)  
Total assets 9,977 1,364,273 9,977 1,364,273  
Depreciation and amortization 0 (14,931) 0 (29,862)  
Derivative gain (expense) 0 0 0 0  
Gain (loss) on debt extinguishment 0 0 0 0  
Interest expense $ 0 $ 0 $ 0 $ 0  
v3.23.3
SUBSEQUENT EVENTS (Details Narrative) - USD ($)
1 Months Ended 6 Months Ended
Sep. 08, 2023
Aug. 06, 2023
Feb. 09, 2023
Oct. 26, 2023
Sep. 18, 2023
Jul. 28, 2023
Jun. 30, 2023
Jun. 30, 2022
Converted common stock   1,000,000         105,000,000  
Adjustable interest rate description     bearing interest at 6.0% per annum (12% default rate)       Line of Credit which bears interest at adjustable rates, 1 month LIBOR plus 2%, 7.19%  
Convertible promissory note             $ 508,553  
Principal amount             113,000  
Promissory note             $ 40,852 $ 0
Subsequent Event [Member]                
Common shares reserved 52,830,333              
Retainer fee $ 75,000              
Subsequent Event [Member] | Advisory Services Agreement                
Period of the agreement       360 days        
Description of compensation       Compensation under the agreement is such that on or before October 15, 2023, the Company shall pay $12,500 in cash or in registered Stock (free trading and unrestricted common stock, registered on Form S-1 or S-8). Subsequently, thereafter on November 15, 2023 equal to $288,000 and on December 15, 2023 equal to $100,000 with the final payment equal to $100,000 due on or before January 15, 2024 (the “Due Date”) for a total payment equal to five hundred thousand dollars, in cash or in S-8 Stock, in the form at the discretion of the Company        
Services payment       $ 500,000        
Reserve common stock shares       325,000,000        
Customary initiation fees       $ 16,000        
Late fees for common shares not reserved       $ 20,000        
Subsequent Event [Member] | Acquisition 1[Member]                
Interest rate           25.00%    
Common stock share issue           3,000,000    
Purchase price         $ 40,000,000      
Average market per share           $ 5    
Promissory note           $ 6,000,000    
TPT Global Tech, Inc. and Securities Purchase Agreement [Member] | Subsequent Event [Member]                
Interest rate         6.00%      
Convertible promissory note         $ 20,000,000      
Average market per share         $ 5 $ 5.00    
TPT Global Tech, Inc. and Diagonal Lending LLC [Member] | Subsequent Event [Member]                
Adjustable interest rate description         EBITDA of $13,000,000 for Tekmovil’s operations. TPT and Sellers further agreed that if, for the twelve (12) month period following Closing, the EBITDA calculation for the Surviving Corporation is less or more than $13,000,000, the aggregate amount of the $40,000,000 paid to Sellers shall be adjusted proportionally downward or upwards, as the case may be, by a maximum of 20% pro rata to the actual EBITDA increase or decrease. In the event the EBITDA calculation is less than $13,000,000, the Sellers shall refund such amount to TPT within 30 days following receipt of notice of the EBITDA calculation. In the event the EBITDA calculation is more than $13,000,000, TPT shall pay such amount to Buyers within 30 days      
Interest rate         0.09%      
Origional issue discount         $ 7,425      
Purchase price         40,000,000      
Convertible promissory note         $ 81,675      
Discount Rate         0.09%      
Converted Discount Rate         0.25%      
Accrued interest         $ 81,675      
TPT Global Tech, Inc. and FirstFire Global Opportunities Fund [Member] | Subsequent Event [Member]                
Adjustable interest rate description 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              
Total Services Revenues                
Discount Rate         60.00%      
Intial Payment         $ 40,000,000      
First Payment         20,000,000      
Second Payment         $ 10,000,000      
Average market per share         $ 5 $ 5    

TPT Global Tech (CE) (USOTC:TPTW)
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TPT Global Tech (CE) (USOTC:TPTW)
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