UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
(Mark One)
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT |
For the transition period from __________ to ___________
Commission file number:
(Exact name of registrant as specified in its charter) |
| ||
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
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(Address of principal executive offices) |
| (Zip Code) |
(
(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.
☒ |
| 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).
☒ |
| 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 | ☐ |
☒ | 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 February 3, 2025, there were
TABLE OF CONTENTS
| 2 |
| Table of Contents |
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TPT Global Tech, Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
|
| September 30, |
|
| December 31, |
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|
| 2024 |
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| 2023 |
| ||
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| (Unaudited) |
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CURRENT ASSETS |
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Cash and cash equivalents |
| $ |
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| $ |
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Accounts receivable, net |
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Prepaid expenses and other current assets |
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Total current assets |
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NON-CURRENT ASSETS |
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Property and equipment, net |
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Deposits and other assets |
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Intangible assets |
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Total non-current assets |
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TOTAL ASSETS |
| $ |
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| $ |
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LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES |
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Accounts payable and accrued expenses |
| $ |
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| $ |
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Deferred revenue |
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Customer liability |
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Loans, advances and factoring agreements |
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Convertible notes payable, net of discounts |
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Notes payable - related parties |
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Convertible notes payable – related parties |
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Derivative liabilities |
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Current portion of operating lease liabilities |
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Financing lease liabilities – related party |
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Total current liabilities |
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NON-CURRENT LIABILITIES |
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Operating lease liabilities, net of current portion |
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Total non-current liabilities |
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Total liabilities |
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Commitments and contingencies |
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See accompanying notes to condensed consolidated financial statements.
| 3 |
| Table of Contents |
TPT Global Tech, Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS - CONTINUED
|
| September 30, |
|
| December 31, |
| ||
|
| 2024 |
|
| 2023 |
| ||
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| (Unaudited) |
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MEZZANINE EQUITY |
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Convertible Preferred Series A, |
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Convertible Preferred Series B – |
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Convertible Preferred Series C – |
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Convertible Preferred Series D, |
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Convertible Preferred Series E, |
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Convertible Preferred Series F, |
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Convertible Preferred Series G, |
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Total mezzanine equity |
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STOCKHOLDERS' DEFICIT |
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Common stock, $.001 par value, |
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Subscriptions receivable |
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Additional paid-in capital |
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Accumulated deficit |
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| ( | ) |
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Total TPT Global Tech, Inc. stockholders' deficit |
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| ( | ) |
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| ( | ) |
Non-controlling interests |
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| ( | ) |
Total stockholders’ deficit |
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| ( | ) |
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TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT |
| $ |
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| $ |
| ||
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 September 30, |
|
| For the nine months ended September 30, |
| ||||||||||
|
| 2024 |
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| 2023 |
|
| 2024 |
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| 2023 |
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REVENUES: |
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Services |
| $ |
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| $ |
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| $ |
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| $ |
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Total Revenues |
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COST OF SALES: |
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Services |
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Total Costs of Sales |
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Gross profit (loss) |
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| ( | ) |
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EXPENSES: |
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Professional |
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Payroll and related |
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General and administrative |
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Depreciation |
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Total expenses |
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Loss from operations |
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| ( | ) |
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OTHER INCOME (EXPENSE) |
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Derivative gain (expense) |
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Gain on troubled debt restructuring |
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Gain on extinguishment of debt |
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| ( | ) |
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| ( | ) | |
Interest expense |
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| ( | ) |
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| ( | ) |
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| ( | ) |
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Other income |
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Total other income (expenses) |
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| ( | ) |
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Net income (loss) before income taxes |
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| ( | ) |
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Income taxes |
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Net income (loss) from continuing operations |
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| ( | ) |
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| ( | ) | ||
Net income (loss) from discontinued operations |
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| ( | ) | |||
Gain on disposal of discontinued operations |
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Net loss from discontinued operations |
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| ) | ||||
Net income (loss) before non-controlling interests |
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| ( | ) |
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| ( | ) | ||
Net (loss) income from non-controlling interests |
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| ( |
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Net income (loss) attributable to TPT Global Tech, Inc. shareholders |
| $ |
|
| $ | ( | ) |
| $ |
|
| $ | ( | ) | ||
Income (loss) per common share - Basic: |
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Continuing operations |
| $ |
|
| $ | ( | ) |
| $ |
|
| $ | ( | ) | ||
Discontinued operations |
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| ( | ) |
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| ( | ) | ||
Income (loss) per common share - Diluted: |
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Continuing operations |
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) | |
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Discontinued operations |
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| ( | ) |
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| ( | ) |
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| ( | ) |
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| ( | ) |
Weighted average number of common shares outstanding: |
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Basic |
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Diluted |
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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 nine months ended September 30, 2024 and 2023
(Unaudited)
|
| Common Stock |
|
| Subscriptions |
|
| Additional Paid-in |
|
| Accumulated |
|
| Non- Controlling |
|
| Total Stockholders’ |
| ||||||||||
|
| Shares |
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| Amount |
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| Receivable |
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| Capital |
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| Deficit |
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| Interest |
|
| Deficit |
| |||||||
Balance as of June 30, 2024 |
|
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| $ |
|
| $ | ( | ) |
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) | |||
Issuance of shares for exchange for debt |
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| ( | ) |
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Net income (loss) |
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| - |
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| ( | ) |
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Balance as of September 30, 2024 |
|
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| $ |
|
| $ | ( | ) |
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) | |||
|
| Common Stock |
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| Subscriptions |
|
| Additional Paid-in |
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| Accumulated |
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| Non- Controlling |
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| Total Stockholders’ |
| ||||||||||
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| Shares |
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| Amount |
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| Receivable |
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| Capital |
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| Deficit |
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| Interest |
|
| Deficit |
| |||||||
Balance as of December 31, 2023 |
|
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|
| $ |
|
| $ | ( | ) |
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) | |||
Issuance of shares for conversion of preferred stock |
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Issuance of shares for exchange for debt |
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| ( | ) |
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Net loss |
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| - |
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Balance as of September 30, 2024 |
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| $ |
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| $ | ( | ) |
| $ |
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| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) | |||
|
| Common Stock |
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| Subscriptions |
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| Additional Paid-in |
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| Accumulated |
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| Non- Controlling |
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| Total Stockholders’ |
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| Shares |
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| Amount |
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| Payable |
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| Capital |
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| Deficit |
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| Interest |
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| Deficit |
| |||||||
Balance as of June 30, 2023 |
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| $ |
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| $ |
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| $ |
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| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) | ||||
Issuance of shares for services |
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Subscription payable for services |
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| - |
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Disposition of IST |
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| - |
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| ( | ) |
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| ( | ) | ||||
Issuance of shares for exchange of debt |
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Net loss |
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| - |
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| ( | ) |
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| ( | ) | ||||
Balance as of September 30, 2023 |
|
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| $ |
|
| $ |
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| $ |
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| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) | ||||
|
| Common Stock |
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| Subscriptions |
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| Additional Paid-in |
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| Accumulated |
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| Non- Controlling |
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| Total Stockholders’ |
| ||||||||||
|
| Shares |
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| Amount |
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| Payable |
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| Capital |
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| Deficit |
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| Interest |
|
| Deficit |
| |||||||
Balance as of December 31, 2022 |
|
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|
| $ |
|
| $ |
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| $ |
|
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) | ||||
Issuance of shares for services |
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Subscription payable for services |
|
| - |
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Disposition of IST |
|
| - |
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| ( | ) |
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| ( | ) | |||||
Issuance of shares for exchange for debt |
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Acquisition of Asberry 22 Holdings, Inc. |
|
| - |
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| ( | ) |
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| ( | ) | |||
Net loss |
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| - |
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| ( | ) |
|
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| ( | ) | ||||
Balance as of September 30, 2023 |
|
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|
| $ |
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) | ||||
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 nine months ended September 30, |
| |||||
|
| 2024 |
|
| 2023 |
| ||
Cash flows from operating activities: |
|
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| ||
Net income (loss) |
| $ |
|
| $ | ( | ) | |
Adjustments to reconcile net income (loss) to net cash used in operating activities: |
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Net income from discontinued operations |
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| ||
Depreciation |
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| ||
Amortization of debt discounts |
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| ||
Convertible Note payable issued for Asberry Series A Stock |
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| ||
Derivative expense (gain) |
|
| ( | ) |
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| ( | ) |
Issuance of Series F preferred shares for consulting |
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|
| - |
| |
Gain on troubled debt restructuring |
|
| ( | ) |
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| |
Gain on extinguishment of debt |
|
| ( | ) |
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| |
Share-based compensation: Common stock |
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| ||
Changes in operating assets and liabilities: |
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Accounts receivable |
|
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| ( | ) | |
Accounts receivable – related party |
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| ||
Prepaid expenses and other assets |
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Deposits and other assets |
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| ||
Accounts payable and accrued expenses |
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| ||
Net change in operating lease right of use assets and liabilities |
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| |||
Other |
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| ||
Net cash used in operating activities from continuing operations |
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| ( | ) |
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| ( | ) |
Net cash provided by discontinued operations |
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Net cash used in operating activities |
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| ( | ) |
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| ( | ) |
Cash flows from investing activities: |
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Net cash used in investing activities |
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Cash flows from financing activities: |
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Proceeds from convertible notes, loans and advances |
|
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| ||
Proceeds from notes payable – related parties |
|
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| ||
Payment on convertible loans, advances and factoring agreements |
|
| ( | ) |
|
| ( | ) |
Payments on convertible notes and amounts payable – related parties |
|
| ( | ) |
|
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| |
Net cash provided by financing activities from continued operations |
|
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| ||
Net cash used in financing activities from discontinued operations |
|
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|
| ( | ) | |
Net cash provided by financing activities |
|
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| ||
Net change in cash |
|
| ( | ) |
|
| ( | ) |
Cash and cash equivalents - beginning of period |
|
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|
|
| ||
Cash and cash equivalents - end of period |
| $ |
|
| $ |
| ||
See accompanying notes to condensed consolidated financial statements.
| 7 |
| Table of Contents |
TPT Global Tech, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
(Unaudited)
Supplemental Cash Flow Information:
Cash paid for:
|
| 2024 |
|
| 2023 |
| ||
Interest |
| $ |
|
| $ |
| ||
Taxes |
| $ |
|
| $ |
| ||
Non-Cash Investing and Financing Activities:
|
| 2024 |
|
| 2023 |
| ||
Non cash additions of debt discounts |
| $ |
|
| $ |
| ||
Common Stock issued for conversion of notes payable |
| $ |
|
| $ |
| ||
Common Stock issued for conversion of preferred stock |
| $ |
|
| $ |
| ||
Acquisition of net liabilities of Asberry 22 Holdings, Inc. |
| $ |
|
| $ |
| ||
Series G Preferred Stock issued for the acquisition of net liabilities of Geokall |
| $ |
|
| $ |
| ||
See accompanying notes to condensed consolidated financial statements.
| 8 |
| Table of Contents |
TPT Global Tech, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2024
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
The following acquisitions have resulted in entities which have been consolidated into TPTG since the reverse merger in 2014.
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TPT SpeedConnect, Inc |
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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.
| 9 |
| Table of Contents |
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 nine months ended September 30, 2024, are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.
These condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements for the year ended December 31, 2023. The condensed consolidated balance sheet as of September 30, 2024, 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.
Reserves are recorded as a reduction in net sales and are not considered material to our consolidated statements of operations for the three and nine months ended September 30, 2024 and 2023. In addition, we invoice our customers for taxes assessed by governmental authorities such as sales tax and value added taxes, where applicable. We present these taxes on a net basis.
The Company’s revenue generation for the three and nine months ended September 30, 2024 and 2023 came from the following sources disaggregated by services and products, which sources are explained in detail below.
|
| For the three months ended September 30, 2024 |
|
| For the three months ended September 30, 2023 |
|
| For the nine months ended September 30, 2024 |
|
| For the nine months ended September 30, 2023 |
| ||||
TPT SpeedConnect |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Blue Collar |
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Other |
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Total Services Revenues |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
__________
| 10 |
| Table of Contents |
TPT SpeedConnect: ISP and Telecom Revenue
TPT SpeedConnect is a rural Internet provider operating in 5 Midwestern States under the trade name SpeedConnect. TPT SC’s primary business model is subscription based, pre-paid monthly reoccurring revenues, from wireless delivered, high-speed internet connections. In addition, the company resells third-party satellite and DSL internet and IP telephony services. Revenue generated from sales of telecommunications services is recognized as the transaction with the customer is considered closed and the customer receives and accepts the services that were the result of the transaction. There are no financing terms or variable transaction prices. Due date is detailed on monthly invoices distributed to customer. Services billed monthly in advance are deferred to the proper period as needed. Deferred revenue are contract liabilities for cash received before performance obligations for monthly services are satisfied. Deferred revenue for TPT SpeedConnect as of September 30, 2024 and December 31, 2023 are $
Revenue for installation services and equipment is billed separately from recurring ISP and telecom services and is recognized when equipment is delivered and installation is completed. Revenue from ISP and telecom services is recognized monthly over the contractual period, or as services are rendered and accepted by the customer.
Revenue is recognized when transactions occur. Since installation fees are generally small relative to the size of the overall contract and because most contracts are for two years or less, the impact of not recognizing installation fees over the contract is immaterial.
Blue Collar: Media Production Services
Blue Collar creates original live action and animated content productions and has produced hundreds of hours of material for the television, theatrical, home entertainment and new media markets. Blue Collar designs branding and marketing campaigns and has had agreements with some of the world’s largest companies including PepsiCo, Intel, HP, WalMart and many other Fortune 500 companies. Additionally, they create motion picture, television and home entertainment marketing campaigns for studios including Sony, DreamWorks, Twentieth Century Fox, Universal Studios, Paramount Studios, and Warner Brothers. With regard to revenue recognition, Blue Collar receives an agreement from each client to perform defined work. Some agreements are written, some are verbal. Work may include creation of marketing materials and/or content creation. Some work may be short term and take weeks to create and some work may be longer and take months to create. There are instances where customer agreements segregate identifiable obligations (like filming on site vs. film editing and final production) with separate transaction pricing. The performance obligation is generally satisfied upon delivery of such film or production products, at which time revenue is recognized. There are no financing terms or variable transaction prices.
TPT MedTech: Medical Testing Revenue
TPT MedTech operates in the Point of Care Testing (“POCT”) market by primarily offering mobile medical testing facilities and software equipped for mobile devices to monitor and manage personalized healthcare. Services used from our mobile medical testing facilities are billing through credit cards at the time of service. Revenue is generated from our software platform as users sign up for our mobile healthcare monitor and management application and tests are performed. If medical testing is in one our own owned facility, the usage of the software application is included in the testing fees. If the testing is in a non-owned outside contracted facility, fees are generated from the usage of the software application on a per test basis and billed monthly.
TPT MedTech also offers various products. One is to build and sell its mobile testing facilities called QuikLABs designed for mobile testing. This is used by TPT MedTech for its own testing services. Another is to build customized mobile gyms for exercising. This is sold to third parties. Another is medical equipment, one of which is a sanitizing unit called SANIQuik which is used as a safe and flexible way to sanitize providing an additional routine to hand washing and facial coverings. The SANIQuik has not yet been approved for sale in the United States but has in some parts of the European community. Revenues from these products are recognized when a product is delivered, the sales transaction considered closed and accepted by a customer. When deposits are received for which a product has not been delivered, it is recognized as deferred revenue. Deferred revenue as of September 30, 2024 and December 31, 2023 was $
| 11 |
| Table of Contents |
SDM: Ecommerce, Email Marketing and Web Design Services
SDM generates revenue by providing ecommerce, email marketing and web design solutions to small and large commercial businesses, complete with monthly software support, updates and maintenance. Services are billed monthly. There are no financing terms or variable transaction prices. Platform infrastructure support is a prepaid service billed in monthly recurring increments. The services are billed a month in advance and due prior to services being rendered. The revenue is deferred when invoiced and booked in the month the service is provided. There is no deferred revenue as of September 30, 2024 and December 31, 2023. 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. Revenue for SDM for the nine months ended September 30, 2024 and 2023 was $
K Telecom: Prepaid Phones and SIM Cards Revenue
K Telecom generates revenue from reselling prepaid phones, SIM cards, and rechargeable minute traffic for prepaid phones to its customers (primarily retail outlets). Product sales occur at the customer’s locations, at which time delivery occurs and cash or check payment is received. The Company recognizes the revenue when they receive payment at the time of delivery. There are no financing terms or variable transaction prices. There was no revenue for K Telecom for 2024 and 2023 and it would take an infusion of capital to restart this revenue stream.
Copperhead Digital: ISP and Telecom Revenue
Copperhead Digital operated as a regional internet and telecom services provider operating in Arizona under the trade name Trucom. Although there are currently no customers and it will take capital to reopen this revenue stream, Copperhead Digital operated as a wireless telecommunications Internet Service Provider (“ISP”) facilitating both residential and commercial accounts. Copperhead Digital’s primary business model was subscription based, pre-paid monthly reoccurring revenues, from wireless delivered, high-speed internet connections. In addition, the company resold third-party satellite and DSL internet and IP telephony services. Revenue generated from sales of telecommunications services was recognized as the transaction with the customer is considered closed and the customer received and accepted the services that were the result of the transaction. There are no financing terms or variable transaction prices. Due date was detailed on monthly invoices distributed to customer. Services billed monthly in advance were deferred to the proper period as needed. Deferred revenue was contract liabilities for cash received before performance obligations for monthly services are satisfied. Certain of its products required specialized installation and equipment. For telecom products that included installation, if the installation met the criteria to be considered a separate element, product revenue was recognized upon delivery, and installation revenue was recognized when the installation was complete. The Installation Technician collected the signed quote containing terms and conditions when installing the site equipment at customer premises.
Revenue for installation services and equipment was billed separately from recurring ISP and telecom services and was recognized when equipment was delivered, and installation was completed. Revenue from ISP and telecom services was recognized monthly over the contractual period, or as services were rendered and accepted by the customer.
Revenue is recognized when transactions occurred. Since installation fees were generally small relative to the size of the overall contract and because most contracts were for a year or less, the impact of not recognizing installation fees over the contract was immaterial. There was no revenue for Copperhead Digital for 2024 and 2023 and it would take an infusion of capital to restart this revenue stream.
Basic and Diluted Net Loss Per Share
The Company computes net income (loss) per share in accordance with ASC 260, “Earning per Share”. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholder (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method for options and warrants and using the if-converted method for preferred stock and convertible notes. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As of September 30, 2024, the Company had shares that were potentially common stock equivalents as follows:
| 12 |
| Table of Contents |
Convertible Promissory Notes |
|
|
| |
Series A Preferred Stock (1) |
|
|
| |
Series B Preferred Stock |
|
|
| |
Series D Preferred Stock (2) |
|
|
| |
Series E Preferred Stock (3) |
|
|
| |
Series F Preferred Stock (4) |
|
|
| |
Series G Preferred Stock (5) |
|
|
| |
Stock Options and Warrants |
|
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| |
|
|
|
|
____________
(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 15,000,000,000 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.
(4) Holders of the Series F 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 F 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 F Preferred shall be @ 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00.
(5) Holders of the Series G 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 G 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 G Preferred shall be @ 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00.
| 13 |
| Table of Contents |
Calculation – Basic Earnings Per Share
|
| Three months ended September 30, 2024 |
|
| Three months ended September 30, 2023 |
|
| Nine months ended September 30, 2024 |
|
| Nine months ended September 30, 2023 |
| ||||
Net income (loss) attributable to TPT Shareholders |
| $ |
|
| $ | ( | ) |
| $ |
|
| $ | ( | ) | ||
Weighted Average number of common shares outstanding |
|
|
|
|
|
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|
| ||||
Basic Earnings per Share |
|
|
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|
| ( | ) |
|
|
|
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| ( | ) | ||
Calculation – Fully Diluted Earnings Per Share
|
| Three months ended September 30, 2024 |
|
| Three months ended September 30, 2023 |
|
| Nine months ended September 30, 2024 |
|
| Nine months ended September 30, 2023 |
| ||||
Net income (loss) attributable to TPT Shareholders |
| $ |
|
| $ | ( | ) |
| $ |
|
| $ | ( | ) | ||
Adjustments |
|
| ( | ) |
|
| - |
|
| ( | ) |
|
| - |
| |
Adjusted net income (loss) attributable to TPT shareholders |
|
| ( | ) |
|
| ( | ) |
| ( | ) |
|
| ( | ) | |
Weighted Average number of common shares outstanding |
|
|
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| ||
Shares computed on if converted basis |
|
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| |||
Total number of shares on fully diluted basis |
|
|
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| |
|
|
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| |||
Fully diluted earnings per share |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Financial Instruments and Fair Value of Financial Instruments
Our primary financial instruments at September 30, 2024 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.
| 14 |
| Table of Contents |
We consider our derivative financial instruments as Level 3. The balances for our derivative financial instruments as of September 30, 2024 are the following:
Derivative Instrument |
| Fair Value |
| |
Convertible Promissory Notes |
| $ |
| |
Fair value of Warrants issued with the derivative instruments |
|
|
| |
|
| $ |
| |
Recently Issued Financial Accounting Standards
Management has reviewed recently issued accounting pronouncements and have determined there are not any that would have a material impact on the condensed consolidated financial statements.
NOTE 2 – ACQUISITIONS
Asberry 22 Holdings, Inc. 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
TPT Global Tech, Inc. was issued a total of
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 |
| $ |
| |
|
| $ |
| |
|
|
|
|
|
Assets acquired at fair value: |
|
|
|
|
Prepaid expenses |
| $ |
| |
Additional paid in capital |
|
|
| |
|
| $ |
| |
There was nothing accounted for in the Statement of Operations for 2024 or 2023. On a proforma basis any adjustments would not be significant.
| 15 |
| Table of Contents |
TPT Strategic Merger with Information Security and Training LLC and Subsequent Settlement Agreement
Dated as of June 29, 2022, for synergies and the opportunity at other revenue streams, TPT Strategic entered into a definitive agreement for the acquisition of the assets and Information Security and Training LLC (“IST LLC” or “IST”) (www.istincs.com) a Construction and Information Technology Services company based in Huntsville Alabama with branch offices in Nashville TN, Birmingham Al, Jackson MS, Fort Campbell KY, New Orleans LA, and Joint Base Lewis-McChord. The TPT Strategic and IST, LLC agreement, which closed October 20, 2022, for the acquisition is a stock transaction where the founder and sole interest holder, Everett Lanier received
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 |
| $ |
| |
Credit cards assumed |
|
|
| |
Preferred shares of TPT Strategic |
|
| 3,206 |
|
|
| $ |
| |
|
|
|
|
|
Assets acquired at fair value: |
|
|
|
|
Working capital |
| $ |
| |
Property and equipment |
|
|
| |
Note receivable – related party |
|
|
| |
Other assets |
|
|
| |
|
| $ |
| |
On September 11, 2023, Everett Lanier and the Company agreed to a Settlement Agreement and Mutual Release (“Settlement Agreement”). See Note 11.
ACQUISITIONS
Geokall UK Ltd. Acquisition and Purchase Agreement
On October 31, 2023, as amended on April 9, 2024 and September 9, 2024, the Company entered into an Acquisition and Purchase Agreement with Geokall UK Ltd. (“Geokall”), a UK Limited Company, and its owners (“Sellers”) (altogether, the “Parties”) for all of
The 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 based on provisional amounts as follows:
Consideration given at fair value: |
|
|
| |
Accounts payable |
| $ |
| |
Notes Payable to British Government |
| $ |
| |
Series G Preferred Stock |
| $ |
| |
|
| $ |
| |
|
|
|
|
|
Assets acquired at fair value: |
|
|
|
|
Intangibles-Technology Access |
| $ |
| |
|
| $ |
| |
| 16 |
| Table of Contents |
There was nothing accounted for in the Statement of Operations for 2024 or 2023. On a proforma basis any adjustments would not be significant.
Urban Icon Holdings Inc. - Proposed
On June 19, 2024, the Company and its subsidiary TPT Strategic, Inc. entered into an Acquisition and Purchase Agreement with Urban Icon Holdings LLC. (“UI”), a Wyoming Limited Company, and its interest holder (“Seller”) (altogether, the “Parties”) for the acquisition of a minority interest in UI, including all the assets, business, work in progress, bids, contracts, equipment, inventory, real estate, intellectual property, and technology of Seller. The Company shall issue to the seller
NOTE 3 – GOING CONCERN
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.
We incurred $
In addition, we report increases and reductions in liabilities as uses of cash and decreases assets and increases in liabilities as sources of cash, together referred to as changes in operating assets and liabilities. For the nine months ended September 30, 2024, we had a net change in our assets and liabilities of $
Cash flows from financing activities were $
Cash flows used in investing activities were $
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 September 30, 2024 and December 31, 2023 are as follows:
|
| 2024 |
|
| 2023 |
| ||
Property and equipment: |
|
|
|
|
|
| ||
Office furniture and equipment |
| $ |
|
|
|
| ||
Total property and equipment |
|
|
|
|
|
| ||
Accumulated depreciation |
|
| ( | ) |
|
| ( | ) |
Property and equipment, net |
| $ |
|
| $ |
| ||
Depreciation expense was $
| 17 |
| Table of Contents |
NOTE 5 – DEBT FINANCING ARRANGEMENTS
Financing arrangements as of September 30, 2024 and December 31, 2023 are as follows:
|
| 2024 |
|
| 2023 |
| ||
Loans and advances (1) |
| $ |
|
| $ |
| ||
Convertible notes payable (2) |
|
|
|
|
|
| ||
Factoring agreements (3) |
|
|
|
|
|
| ||
Debt – third party |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Line of credit, related party secured by assets (4) |
| $ |
|
| $ |
| ||
Debt– other related party, net of discounts (5) |
|
|
|
|
|
| ||
Convertible debt – related party (6) |
|
|
|
|
|
| ||
Shareholder debt (7) |
|
|
|
|
|
| ||
Debt – related party |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Total financing arrangements |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Less current portion: |
|
|
|
|
|
|
|
|
Loans, advances and factoring agreements – third party |
| $ | ( | ) |
| $ | ( | ) |
Convertible notes payable third party |
|
| ( | ) |
|
| ( | ) |
Debt – related party, net of discount |
|
| ( | ) |
|
| ( | ) |
Convertible notes payable– related party |
|
| ( | ) |
|
| ( | ) |
|
|
| ( | ) |
|
| ( | ) |
Total long term debt |
| $ |
|
| $ |
| ||
__________
(1) The terms of $
Effective September 30, 2020, we entered into a Purchase Agreement by which we agreed to purchase the
The Company purchased all of the
In conjunction with the acquisition of Geokall, the Company assumed a note payable under the Bounce Back Loan Agreement program dated May 22, 2020 through HSBC UK Bank plc backed by the government of Great Britan during COVID. The original loan amount was approximately $65,000 of which approximately 20,000 was paid down prior to the acquisition. Monthly payments were to begin 13 months, for 59 total monthly installments, from the date of the note of approximately $1,130 at a fixed rate of 2.5%. The Loan is in default for non-payment and Geokall is negotiating with HSBC UK Bank on revised payment terms.
The remaining balances generally bear interest at approximately
(2) During 2017, the Company issued convertible promissory notes in the amount of $
| 18 |
| Table of Contents |
On June 11, 2019, the Company consummated a Securities Purchase Agreement with EMA Financial, LLC. (“EMA”) for the purchase of a $
Dated May 14, 2024, the Company and EMA entered into a Settlement Agreement and Release (“EMA Settlement”) whereby the Company agrees to pay EMA $451,765 (“Settlement Amount”), and any accrued interest thereon at 6%, from proceeds of the Company’s financing related to an intended uplist to a major stock exchange. The Company is to notify EMA of the uplist and within 10 business days allow EMA to elect for payment in cash, which is to be at 116% of amounts outstanding at that time, or the option to convert any outstanding amounts to tradeable common stock of the Company.
On October 6, 2021, TPT Global Tech, Inc. and FirstFire Global Opportunities Fund, LLC. entered into a convertible promissory note totaling $
On October 13, 2021, TPT Global Tech, Inc. and Cavalry Investment Fund LP entered into a convertible promissory note totaling $
On October 13, 2021, TPT Global Tech, Inc. and Cavalry Fund I, LP entered into a convertible promissory note totaling $
| 19 |
| Table of Contents |
On January 31, 2022, TPT Global Tech, Inc. and Blue Lake Partners, LLC entered into a convertible promissory note totaling $
On June 13, 2022, TPT Global Tech, Inc. and 1800 Diagonal Lending LLC entered into a $
On February 8, 2023, TPT Global Tech, Inc. and 1800 Diagonal Lending LLC entered into a $
On February 9, 2023, TPT Global Tech, Inc. and FirstFire Global Opportunities Fund, LLC (“First Fire”) entered into a $
Dated October 31, 2023, but consummated on November 8, 2023, TPT Global Tech, Inc. and 1800 Diagonal Lending LLC entered into a 9% Convertible Promissory Note totaling $
| 20 |
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Dated February 7, 2024, but consummated on February 12, 2024, TPT Global Tech, Inc. and 1800 Diagonal Lending LLC entered into a Convertible Promissory Note (“1800 Diagonal Note #4”) totaling $
Dated March 25, 2024, TPT Global Tech, Inc. and 1800 Diagonal Lending LLC entered into a Convertible Promissory Note (“1800 Diagonal Note #5”) totaling $
On May 14, 2024, TPT Global Tech, Inc. and FirstFire Global Opportunities Fund, LLC (“First Fire”) entered into a $
On September 6, 2024, TPT Global Tech, Inc. and Cavalry Fund I, LP entered into a $
In conjunction with this Cavalry Fund I Note #2 financing arrangement, the Company and Cavalry Fund agreed to a Conversion Agreement (“Cavalry Conversion Agreement”) whereby Cavalry Fund I agreed to convert to the Company’s Series E Preferred Shares any remaining principal, interest, penalties and other fees related to the Cavalry Fund I Note and the fair value of related warrants outstanding upon a successful uplisting of the Company to a major U.S. stock exchange. Balances Outstanding related to the Cavalry Fund I Note as of September 30, 2024 were principal of $
The Company entered into a convertible note payable March 27, 2023 with Michael Littman, Atty Defined Benefit Plan for the acquisition of
The Company is in default under many of its derivative financial instruments and has accounted for these defaults under each agreement’s default provisions. In February 2022, the Company defaulted on its FirstFire, Cavalry Investment, and Cavalry Fund I Notes for failure to uplist within one hundred twenty (120) days from the date of the Notes. 1800 Diagonal and 1800 Diagonal #2 were in default from cross default provisions. In total, $
| 21 |
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(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 $
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 $
The balance outstanding as of September 30, 2024 is $
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 $
The balance outstanding as of September 30, 2024 is $
(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
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 $
(5) $
$
$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 $
Both the $
$
(6) During 2018, the Company issued convertible promissory notes in the amount of
| 22 |
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(7) The bank loan we previously had with Crestmark Bank dated May 28, 2019, later known as Pathward Bank, was paid off by Michael Murphy in December 2023, a related party who had guaranteed the loan. The loan balance and accrued interest and fees totaling $440,363 thus assumed by Mr. Murphy and were included into an Adoption and Modification of Business Term Loan Agreement dated November 7, 2024 (“Murphy Adoption Agreement”). The terms and conditions of the Murphy Adoption Agreement were that the Murphy Adoption Agreement would simulate terms and conditions of the agreement with Crestmark Bank but that only interest would be paid until July 1, 2025, at which time principal and interest will be paid in a manner reasonably satisfactory to the Mr. Murphy. The bank loan is collateralized by the assets of the Company and guaranteed by the Company’s CEO Stephen Thomas. The loan at September 30, 2024 has a principal balance of $
The other shareholder debt represents funds given to TPTG or subsidiaries by officers and managers of the Company as working capital. There are no written terms of repayment or interest that is being accrued to these amounts and they will only be paid back, according to management, if cash flows support it. They are classified as current in the balance sheets.
TROUBLED DEBT RESTRUCTURING
On June 11, 2019, the Company consummated a Securities Purchase Agreement with EMA Financial, LLC. (“EMA”) for the purchase of a $
Dated May 14, 2024, the Company and EMA entered into a Settlement Agreement and Release (“EMA Settlement”) whereby the Company agrees to pay EMA $
We were named in a lawsuit by a collection law firm on behalf of American Tower and related entities, against TPT Global Tech, Inc. The claim derived from an outstanding debt or unpaid tower lease payments. The Company believed it has several defenses to this claim and was communicating with opposing counsel for negotiations of the claims which amounted to $
The Company recognized a gain on troubled debt restructuring during the nine months ended September 30, 2024 in relation to the EMA Settlement of $
| 23 |
| Table of Contents |
|
| Accrued Interest Before |
|
| Accrued Interest After |
|
| Derivative Balance Before |
|
| Derivative Balance After |
|
| Accrued Tower and Other Payables Before |
|
| Accrued Tower and Other Payables After |
|
| NPV of Future Lease Payments Before |
|
| NPV of Future Lease Payments After |
| ||||||||
EMA |
| $ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
American Tower |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Vertical Bridge |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| — |
|
|
|
| ||||||||
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 September 30, 2024, in the amount of $
The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities as of September 30, 2024.
|
| DERIVATIVE |
| |
Balance, December 31, 2022 |
| $ |
| |
Change in derivative liabilities from new notes payable |
|
|
| |
Change in derivative liabilities from conversion of notes payable |
|
| ( | ) |
Change in fair value of derivative liabilities at end of period – derivative expense |
|
|
| |
Balance, December 31, 2023 |
| $ |
| |
Change in derivative liabilities from new notes payable |
|
|
| |
Change in derivative liabilities from conversion of notes payable and other |
|
| ( | ) |
Change in derivative liabilities from trouble debt restructuring |
|
| ( | ) |
Change in fair value of derivative liabilities at end of period – derivative gain |
|
| ( | ) |
Balance, September 30, 2024 |
| $ |
| |
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 September 30, 2024, the Company marked to market the fair value of the debt derivatives and determined a fair value of $
| 24 |
| Table of Contents |
NOTE 7 - STOCKHOLDERS' DEFICIT
Preferred Stock
As of September 30, 2024, we had authorized
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
The Series A Preferred Stock has a par value of $.001, is redeemable at the Company’s option at $
Holders of the Series A Preferred Stock shall, collectively, have the right to convert all of their Series A Preferred Stock when conversion is elected into that number of shares of Common Stock of the Company, determined by the following formula: 60% of the 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.)
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
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 $
There are
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
| 25 |
| Table of Contents |
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 $
There are no shares of Series C Convertible Preferred Stock outstanding as of September 30, 2024. There are approximately $
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
Series D Preferred shares have the following features: (i)
During the nine months ended September 30, 2024, 21,000 shares were converted to
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
Series E Preferred shares have the following features: (i)
| 26 |
| Table of Contents |
During the nine months ended September 30, 2024,
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.
Series F Convertible Preferred Stock
On June 8, 2024, the Company designated
Series F Preferred shares have the following features: (i)
SEAN JONES BUSINESS DEVELOPMENT AND PROFESSIONAL SERVICES CONSULTING AGREEMENT
On April 15, 2024, TPT Global Tech, Inc. dba TPT Entertainment and Media LLC and D. Sean Jones (“Mr. Jones”) entered into a Business Development and Professional Services Consulting Agreement. TPT engaged Mr. Jones as Executive Vice President of Business Development and In-House Counsel to provide business development and/or professional services related to making introductions to funding sources and the launch of TPT’s Live Mobile TV Broadcasting on TPT’s VuMe Super App platform.
Mr. Jones received $
Additional compensation shall be provided upon a successful launch of VuMe or a successful strategic partnership, branding, marketing, distribution, or network affiliation agreement. Mr. Jones shall have the option to receive, upon the successful launch of VuMe, monthly compensation commensurate with TPT's upper level management and transition to W2 employment status with full employee benefits and participation in the company's employee stock option plan.
Series G Convertible Preferred Stock
On June 8, 2024, the Company designated
| 27 |
| Table of Contents |
Series G Preferred shares have the following features: (i)
During the nine months ended September 30, 2024,
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.
Common Stock
On January 17, 2024, the Board of Directors of the Company in accordance with the provisions of the Articles of Incorporation, as amended, and by-laws of the Company amended the Articles of Incorporation to increase the authorized number of common shares by Ten Billion Five Hundred Million (10,500,000,000) which increased the total authorized common shares to Fifteen Billion (15,000,000,000) with all common shares having the then existing rights powers and privileges as per the existing amended Articles of Incorporation and Bylaws of the Company. As of September 30, 2024, we had authorized
Common Stock Issued for Conversion of Debt
During the nine months ended September 30, 2024, the Company issued
During the nine months ended September 30, 2023, the Company issued
During the nine months ended September 30, 2024,
Subscription Payable (Receivable)
As of September 30, 2024, the Company has recorded $(
Shares receivable under terminated acquisition agreement |
|
| ( | ) |
Net commitment |
|
| ( | ) |
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
| 28 |
| Table of Contents |
Warrants Issued with Convertible Promissory Notes
As of September 30, 2024, the following warrants were issued in relation to the issuance of convertible promissory notes and are outstanding:
Warrant Holder |
| Number of Warrants |
| Expiration Date |
| Exercise Price | ||||
FirstFire Global Opportunities Fund, LLC |
|
|
|
|
|
|
| |||
Cavalry Investment Fund LP |
|
|
|
|
|
|
| |||
Cavalry Fund I, LP |
|
|
|
|
|
|
| |||
Talos Victory Fund, LLC |
|
|
|
|
|
|
| $. | ||
Blue Lake Partners, LLC |
|
|
|
|
|
|
| $. | ||
|
|
|
|
|
|
|
|
|
| |
The warrants issued under these convertible promissory notes were considered derivative liabilities valued at $
Common Stock Reservations
The Company has reserved internally
On February 1, 2024, by unanimous written consent, the Board of Directors and Majority Shareholder of TPT Global Tech, Inc. (the “Company”) approved and adopted an amendment and restatement of the 2024 TPT Global Tech, Inc. Stock Option, Compensation, and Award Incentive Plan (the “Plan”) to increase the maximum number of common shares, with a par value of $0.001 (“Common Shares”), available for grant to participants under the Plan to 3,500,000,000 Common Shares. In addition, the Plan was amended to define “Eligible Person” as an Employee, Consultant (Person or Professional Services Company) or Director of the Company, any Parent or any Subsidiary. A company other than a Professional Services Company is NOT eligible and “Issuance for Compensation for Services” shall mean the issuance for valuable and adequate consideration determined by the Board as determined by performance pursuant to an agreement. This Plan amends and supersedes any and all prior Plans. No stock options have been granted under this plan.
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 $
On September 6, 2024, the Company and Cavalry Fund agreed to a Conversion Agreement (“Cavalry Conversion Agreement”) whereby Cavalry Fund I agreed to convert to the Company’s Series E Preferred Stock any remaining principal, interest, penalties and other fees related to the Cavalry Fund I Note and the fair value of related warrants outstanding upon a successful uplisting of the Company to a major U.S. stock exchange if done by March 31, 2025. Balances Outstanding related to the Cavalry Fund I Note as of September 30, 2024 were principal of $826,833 and accrued interest of $
On July 25, 2024, the Company and FirstFire Global Opportunities Fund LLC agreed to convert any remaining balances of principal, accrued interest and other fees, but excluding penalties which will be forgiven, under Convertible Notes issued to the Company in the original principal amounts of $
| 29 |
| Table of Contents |
Non-Controlling Interests
QuikLAB Mobile Laboratories
In July and August 2020, the Company formed Quiklab 1 LLC, QuikLAB 2, LLC, QuikLAB 3, LLC and QuikLAB 4, LLC. QuikLAB 4, LLC was subsequently dissolved. It was the intent to use these entities as vehicles into which third parties would invest and participate in owning QuikLAB Mobile Laboratories. As of September 30, 2024, Quiklab 1 LLC, QuikLAB 2, LLC and QuikLAB 3, LLC have received an investment of $
The third party investors and Mr. Thomas and Mr. Eberhart, will benefit from owning
Other Non-Controlling Interests
TPT Strategic, Air Fitness and TPT Asia are other non-controlling interests in which the Company owns
As a result of the Agreement and Plan of Merger among TPT SpeedConnect and Asberry 22 Holdings, net income of
Standby Equity Commitment Agreement
On February 14, 2024, the Company entered into a Standby Equity Commitment Agreement, dated February 14, 2024 (the "SECA") with MacRab LLC, a Florida limited liability company (the "MacRab"). The SECA provides the Company with an option to sell up to $3,000,000 worth of the Company's common stock to MacRab, in increments, over the period ending twenty-four (24) months after the date that a related registration statement is deemed effective by the U.S. Securities and Exchange Commission, pursuant to the terms and conditions contained in the SECA. The purchase price per share, for each respective put under the SECA, is equal to 90% of the average of the two (2) lowest volume weighted average prices of the Common Stock during the six (6) trading days following the clearing date associated with the respective put under the SECA. The Company will pay a finders fee on each increment drawn of up to 8% in cash and 8% in restricted common shares of the Company. There has been no activity under this SECA through September 30, 2024. See Subsequent Events at Note 12.
ROY D. FOREMAN BUSINESS DEVELOPMENT AND PROFESSIONAL SERVICES CONSULTING AGREEMENT
On January 30, 2024, TPT Global Tech, Inc. dba TPT Entertainment and Media LLC and Roy D. Foreman (“Mr. Foreman”) entered into a Business Development and Professional Services Consulting Agreement. TPT engaged Mr. Foreman as President of the TPT’s US Domestic and International Boxing Division to provide business development and/or professional services related to making introductions to funding sources and the launch of TPT’s Live Mobile TV Broadcasting on TPT’s VuMe Super App platform.
Mr. Foreman will receive $
| 30 |
| Table of Contents |
NOTE 8 - COMMITMENTS AND CONTINGENCIES
Accounts Payable and Accrued Expenses
Accounts payable: |
| 2024 |
|
| 2023 |
| ||
Related parties (1) |
| $ |
|
| $ |
| ||
General operating |
|
|
|
|
|
| ||
Accrued interest on debt (2) |
|
|
|
|
|
| ||
Credit card balances |
|
|
|
|
|
| ||
Accrued payroll and other expenses |
|
|
|
|
|
| ||
Taxes and fees payable |
|
|
|
|
|
| ||
Total |
| $ |
|
| $ |
| ||
_______________
| (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 $ |
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
We have various non-cancelable lease agreements for certain of our tower locations with
As of September 30, 2024 and December 31, 2023, operating lease right-of-use assets arising from operating leases were $
The Company entered an
See Note 5 disclosure related to troubled debt restructuring for operating leases related to American Tower.
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| Table of Contents |
The following is a schedule showing the future minimum lease payments under operating leases by years and the present value of the minimum payments as of September 30, 2024.
2024 |
|
|
| |
2025 |
|
|
| |
2026 |
|
|
| |
2027 |
|
|
| |
2028 |
|
|
| |
Thereafter |
|
|
| |
Total operating lease liabilities |
|
|
| |
Amount representing interest |
|
| ( | ) |
Total net present value |
| $ |
|
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 $
Financing lease obligations
Future minimum lease payments are as follows:
2024 |
| $ |
| |
2025 |
|
|
| |
2026 |
|
|
| |
2027 |
|
|
| |
2028 |
|
|
| |
Thereafter |
|
|
| |
Total financing lease liabilities |
|
|
| |
Amount representing interest |
|
|
| |
Total future payments (1) |
| $ |
|
____________________
(1) | Included is a Telecom Equipment Lease is with an entity owned and controlled by shareholders of the Company and was due August 31, 2020, as amended. |
Other Commitments and Contingencies
Employment Agreements
The Company had employment agreements with certain employees of SDM, K Telecom and Air Fitness. The agreements are such that SDM, K Telecom and Air Fitness, on a standalone basis in each case, must provide sufficient cash flow to financially support the financial obligations within the employment agreements. The employment agreements for SDM and Aire Fitness were terminated with the exchange of debt for Series E Preferred Stock. See Note 8.
On May 6, 2020, the Company entered into an agreement to employ Ms. Bing Caudle as Vice President of Product Development of the Media One Live platform for an annual salary of $
| 32 |
| Table of Contents |
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 Dated May 14, 2024, the Company and EMA entered into a Settlement Agreement and Release (“EMA Settlement”) whereby the Company agrees to pay EMA $
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 $
We have been named in a lawsuit by Vertical Bridge and several of its related entities (“Vertical Bridge”). The claim derived from an outstanding debt or unpaid tower lease payments. The Company was communicating with opposing counsel for negotiations of the claims which amounted to approximately $
We were named in a lawsuit by a collection law firm on behalf of American Tower and related entities, against TPT Global Tech, Inc. The claim derived from an outstanding debt or unpaid tower lease payments. The Company believed it has several defenses to this claim and was communicating with opposing counsel for negotiations of the claims which amounted to $
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 $
We have been named in lawsuits by three merchant debt companies, Mr. Advance, CLOUDFUND and Fox Capital versus TPT SpeedConnect and TPT for non-payment under the debt agreements for which the companies received judgements against the TPT SpeedConnect and TPT. The judgements totaled $
We have been named in a lawsuit by AHS Staffing, LLC against TPT MedTech, LLC claiming unpayment of $
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 $
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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 $
Stock Contingencies
The Company has convertible debt, preferred stock, options and warrants outstanding for which common shares would be required to be issued upon exercise by the holders. As of September 30, 2024, the following shares would be issued:
Convertible Promissory Notes |
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Series A Preferred Stock (1) |
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Series B Preferred Stock |
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Series D Preferred Stock (2) |
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Series E Preferred Stock (3) |
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Series F Preferred Stock (4) |
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Series G Preferred Stock (5) |
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Stock Options and Warrants |
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___________
| (1) | Holder of the Series A Preferred Stock which is Stephen J. Thomas, is guaranteed |
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| (5) |
Part of the consideration in the acquisition of Aire Fitness was the issuance of
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NOTE 9 – RELATED PARTY ACTIVITY
Accounts Payable and Accrued Expenses
There are amounts outstanding due to related parties of the Company of $
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.
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
NOTE 10 – SEGMENT REPORTING
ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Company's internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for details on the Company's business segments.
The Company's chief operating decision maker (“CODM”) has been identified as the CEO who reviews the financial information of separate operating segments when making decisions about allocating resources and assessing performance of the group. Based on management's assessment, the Company considers its most significant segments are those in which it is providing Broadband Internet through TPT SpeedConnect and Media Production services through Blue Collar Medical Testing services through TPT MedTech and QuikLABs.
The following tables present summary information by segment for the three months ended September 30, 2024 and 2023, respectively:
2024 |
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| TPT Speed Connect |
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| TPT MedTech and QuikLabs |
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| Corporate and other |
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Revenue |
| $ |
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Cost of revenue |
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| ( | ) |
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Net income (loss) |
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Derivative gain (expense) |
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Gain (expense) on extinguishment of debt |
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Interest expense |
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Total assets |
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2023 |
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| TPT Speed Connect |
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Revenue |
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Cost of revenue |
| $ | ( | ) |
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Net income (loss) |
| $ | ( | ) |
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| ( | ) |
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Depreciation and amortization |
| $ |
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Derivative gain (expense) |
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Gain (loss) on debt extinguishment |
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Interest expense |
| $ |
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Total assets |
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The following tables present summary information by segment for the nine months ended September 30, 2024 and 2023, respectively:
2024 |
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| TPT Speed Connect |
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| Blue Collar |
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| TPT MedTech and QuikLABS |
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| Corporate and other |
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| Total |
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Revenue |
| $ |
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Cost of sales |
| $ | ( | ) |
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Net income (loss) |
| $ |
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Derivative gain (expense) |
| $ |
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Gain on extinguishment of debt |
| $ |
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Interest expense |
| $ | ( | ) |
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Total assets |
| $ | 17,606 |
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| (4,001 | ) |
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| 4,054 |
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| 1,140,647 |
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| $ | 1,158,306 |
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2023 |
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| TPT SpeedConnect |
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| Blue Collar |
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| TPT MedTech and QuikLABS |
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| Corporate and other |
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| Total |
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Revenue |
| $ |
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Cost of sales |
| $ | ( | ) |
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| ( | ) |
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| ( | ) |
| $ | ( | ) | |
Net income (loss) |
| $ |
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| ( | ) |
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| ( | ) |
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| ( | ) |
| $ | ( | ) | |
Depreciation and amortization |
| $ |
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Derivative gain (expense) |
| $ |
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Gain on debt extinguishment |
| $ |
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Interest expense |
| $ | ( | ) |
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| $ | ( | ) | |
Total assets |
| $ | 23,968 |
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| 89,486 |
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| 3,816 |
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| 15,550 |
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| $ |
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NOTE 11 – DISCONTINUED OPERATIONS
On September 11, 2023, Everett Lanier and the Company agreed to a Settlement Agreement and Mutual Release (“Settlement Agreement”). The Settlement Agreement compromises, settles, and otherwise resolves all claims, compensation claims, benefit claims, or allowances, ownership of TPT Strategic Series B Preferred Stock, and all other potential claims between the Company or its officers, directors, shareholders, or representatives and Mr. Lanier arising from or relating to Second Parties’ activities during the period from approximately the acquisition date of IST to September 11, 2023. The Company and Mr. Lanier reached a settlement of certain matters, any payables to or from the Company from or to outside parties of TPT Strategic which would be a claim, and certain stock ownership of TPT Strategic under the terms of the Settlement Agreement.
Operating results for IST for the three and nine months ended September 30, 2024 and 2023 were the following:
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| Three months ended September 30, 2024 |
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| Nine months ended September 30, 2024 |
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| Three months ended September 30, 2023 |
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| Nine months ended September 30, 2023 |
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Revenue |
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Cost of Sales |
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Gross Profit |
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Expenses |
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Interest Expense |
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Income taxes |
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Net Income (loss) |
| $ |
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Net cash flows for the nine months ended September 30, 2023, for discontinued operations is the following.
Net loss |
| $ | ( | ) |
Depreciation |
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Change in current assets and liabilities: |
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Accounts receivable |
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Prepaid expenses and other |
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Accounts payable |
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Net cash flows from operating activities of discontinued operations |
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Net cash used in financing activities of discontinued operations |
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Proceeds from notes receivable |
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Proceeds from bank overdraft |
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Advances on notes receivable – related party |
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Payments on notes payable |
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Net cash used for financing activities of discontinued operations |
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Net change in cash of discontinued operations: |
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Beginning cash balance |
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Ending cash balance |
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NOTE 12 – SUBSEQUENT EVENTS
AUTHORIZED COMMON SHARE INCREASE
On October 21, 2024, the
STANDBY EQUITY COMMITMENT AGREEMENT
On February 14, 2024,
On December 26, 2024, Asberry 22 Holdings, Inc., a majority owned subsidiary of the Company, agreed to purchase the assets, liabilities, intellectual property, and technology of Gadgets Lord LLC DBA SwiftNet (“SwiftNet”) relating to Shopify (“SwiftNet Agreement”). Asberry agreed to pay SwiftNet $
OTHER INCOME
Subsequent to September 30, 2024,
DEBT CONVERSIONS TO STOCK
Subsequent to September 30, 2024,1800 Diagonal exercised their rights to convert $
CUMULATIVE DIVIDENDS
The Board of Directors granted cumulative dividends on its Preferred Stock Series D, E, F and G effective December 31, 2024 cumulative to inception of any shares issued.
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 September 30, 2024, we had an accumulated deficit totaling $113,785,972. This raises substantial doubts about our ability to continue as a going concern.
RESULTS OF OPERATIONS
For the Three Months Ended September 30, 2024 Compared to the Three Months Ended September 30, 2023
During the three months ended September 30, 2024, we recognized total revenues of $136,701 compared to the prior period of $923,251. The decrease is largely attributable to the decrease in internet customers from attrition and the discontinuance of unprofitable operating locations.
Gross profit for the three months ended September 30, 2024 was $24,463 compared to $183,738 for the prior period. The decrease is largely attributable to the change in internet customers. Gross profit percentage decreased to 18% from 20% due to the decrease in revenues while still having tower lease commitments in place.
During the three months ended September 30, 2024, we recognized $717,321 in operating expenses compared to $1,418,430 for the prior period. The change was in large part attributable to legal expense in the prior year for the acquisition of ASHI and fewer employees, from layoffs and terminations, as a result of the decrease in revenues offset by additional consulting expenses in the current period.
Derivative gain of $2,816,886 and $1,010,972 results from the accounting for derivative financial instruments during the three months ended September 30, 2024 and 2023, respectively.
The loss on extinguishment of debt of $44,135 and $687,705 for the three months ended September 30, 2024 and 2023, respectively, results from the conversion of convertible debt to common stock.
Interest expense for the three months ended September 30, 2024 was $381,788 comparable to the prior period of $412,735.
During the three months ended September 30, 2024 and 2023, we recognized a net income of $1,887,783 and ($1,083,895), respectively. The difference mainly is activity related to the derivative gains.
For the Nine Months Ended September 30, 2024 Compared to the Nine Months Ended September 30, 2023
During the nine months ended September 30, 2024, we recognized total revenues of $982,103 compared to the prior period of $3,007,866. The decrease is largely attributable to the decrease in internet customers from attrition and the discontinuance of unprofitable operating locations.
Gross profit (loss) for the nine months ended September 30, 2024 was ($114,857) compared to $1,224,523 for the prior period. The decrease is largely attributable to the change in internet customers. Gross profit (loss) percentage decreased to (12%) from 41% due to the decrease in revenues while still having tower lease commitments in place.
During the nine months ended September 30, 2024, we recognized $3,048,523 in operating expenses compared to $4,318,017 for the prior period. The decrease was in large part attributable to legal expense in the prior year for the acquisition of ASHI and fewer employees, from layoffs and terminations, as a result of the decrease in revenues, partially offset by additional consulting expenses in the current period.
Derivative gains of $2,635,854 and $363,089 results from the accounting for derivative financial instruments during the nine months ended September 30, 2024 and 2023, respectively.
Troubled debt restructuring of $4,752,343 results from legal settlement agreements during the current period.
The gain (loss) on extinguishment of debt of $799,266 and ($355,175) for the nine months ended September 30, 2024 and 2023, respectively, results from the conversion of convertible debt to common stock.
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Interest expense for the nine months ended September 30, 2024 was $1,777,281 compared to the prior period of $1,340,412. The increase came from interest being accrued on tower payments payable during the quarter.
During the nine months ended September 30, 2024, we recognized net income of $3,541,766 versus a loss of ($3,919,955) for the prior period. The difference mainly is activity related to derivative expense and a gain of $4,752,343 relating to trouble debt restructuring for the current period.
LIQUIDITY AND CAPITAL RESOURCES
We incurred $3,541,766 and ($3,919,955), respectively, in net income and net loss, and we used $459,252 and $442,135, respectively, in cash for operations for the nine months ended September 30, 2024 and 2023. 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 ($7,337,932) for 2024 and $1,170,540 for 2023.
In addition, we report increases and reductions in liabilities as uses of cash and decreases assets and increases in liabilities as sources of cash, together referred to as changes in operating assets and liabilities. For the nine months ended September 30, 2024, we had a net change in our assets and liabilities of $3,336,914 primarily from an increase in accounts payable from lag of payments for accounts payable for cash flow considerations and increase in prepaid expenses. For the nine months ended September 30, 2023 we had a net change to our assets and liabilities of $2,303,246 for similar reasons.
Cash flows from financing activities were $456,739 and $382,505 for the nine months ended September 30, 2024 and 2023, respectively. These cash flows were generated primarily from proceeds from convertible notes and notes payable from related parties.
Cash flows used in investing activities were $0 and $0, respectively, for the nine months ended September 30, 2024 and 2023.
These factors raise substantial doubt about the ability of the Company to continue as a going concern for a period of one year from the issuance of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
In order for us to continue as a going concern for a period of one year from the issuance of these financial statements, we will need to obtain additional debt or equity financing and look for companies with cash flow positive operations that we can acquire. There can be no assurance that we will be able to secure additional debt or equity financing, that we will be able to acquire cash flow positive operations, or that, if we are successful in any of those actions, those actions will produce adequate cash flow to enable us to meet all our future obligations. Most of our existing financing arrangements are short-term. If we are unable to obtain additional debt or equity financing, we may be required to significantly reduce or cease operations.
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.
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 September 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
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| Table of Contents |
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 Dated May 14, 2024, the Company and EMA entered into a Settlement Agreement and Release (“EMA Settlement”) whereby the Company agrees to pay EMA $451,765 (“Settlement Amount”), and any accrued interest thereon at 6%, from proceeds of the Company’s financing related to an intended uplist to a major stock exchange. The Company is to notify EMA of the uplist and within 10 business days allow EMA to elect for payment in cash, which is to be at 116% of amounts outstanding at that time, or the option to convert any outstanding amounts to tradeable Common Stock of the Company. The conversion price would be 75% of the 30-day average market closing price of the Company’s Common Stock for the previous thirty business days. Conversion can take place at the earlier of the uplist or January 1, 2025. A default judgement was agreed to by the Company which would allow EMA to file for default judgement under any default under the EMA Settlement for the Settlement Amount and accrued interest at 24%.
We have been named in a lawsuit by a collection law firm on behalf of Pinnacle Towers LLC and Crown Atlantic Company Inc., against TPT Global Tech, Inc. The claim derives from an outstanding debt by incurred by Copperhead Digital. The lawsuit is over unpaid rent that should have been paid by Copperhead Digital but was not paid. The Company believes it has several defenses to this claim and is in the process of communicating with opposing counsel for dismissal of the claims which amount to $386,030 plus interest, costs and attorney fees. The Company has accounted for approximately $600,000 in payables on its consolidated balance sheet as of September 30, 2024 for this subsidiary payable.
We have been named in a lawsuit by Vertical Bridge and several of its related entities (“Vertical Bridge”). The claim derived from an outstanding debt or unpaid tower lease payments. The Company was communicating with opposing counsel for negotiations of the claims which amounted to approximately $1,200,000, including payment due for all future tower payments not yet incurred under various tower lease agreements. On September 26, 2024, the Company and Vertical Bridge entered into a Settlement Agreement to be paid of $210,000 in three payments ending August 30, 2026. Default under the Settlement Agreement falls under a Confession of Judgement for $210,000, or lessor for any amounts previously paid. The Company recognized a gain of $71,268 which is accounted for in the statement of operations as troubled debt restructuring for the nine months ended September 30, 2024. See Note 5.
We were named in a lawsuit by a collection law firm on behalf of American Tower and related entities, against TPT Global Tech, Inc. The claim derived from an outstanding debt or unpaid tower lease payments. The Company believed it has several defenses to this claim and was communicating with opposing counsel for negotiations of the claims which amounted to $2,891,886, including payment due for all future tower payments not yet incurred under various tower lease agreements. The Company had accounted for approximately $2,962,839 in payables and operating lease liabilities on its consolidated balance sheet as of March 31, 2024 for this liability. On June 11, 2024, American Tower received a summary judgment in the US District Court for the District of Colorado for these claims which amounted to $3,977,702, including $1,062,873 in accrued interest and legal fees. On June 25, 2024, the Company and American Tower entered into a Settlement Agreement to be paid of $1,000,000 for past due tower payments, $85,000 in attorney fees and $1,000,000 in costs to remove the Company’s equipment from American Tower’s towers. This later amount can be reduced as the Company itself removes the equipment. Payment is due no later than December 31, 2024. Default under the Settlement Agreement falls under a Confession of Judgement signed by the Company for $2,085,000, or lessor for any amounts previously paid. This has been accounted for as troubled debt restructuring for which a gain was recognized of $742,728. See Note 5.
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 $3,718,378, which the Company has accounted for $4,338,704 in its consolidated balance sheet as of September 30, 2024.
| 41 |
| Table of Contents |
We have been named in lawsuits by three merchant debt companies, Mr. Advance, CLOUDFUND and Fox Capital versus TPT SpeedConnect and TPT for non-payment under the debt agreements for which the companies received judgements against the TPT SpeedConnect and TPT. The judgements totaled $633,264, including legal and other fees for which the Company had $624,531 recorded in Debt Financing Agreements of which $87,065 was remitted to Mr. Advance during 2023 leaving an accrued balance of $537,466 as of September 30, 2024. 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.
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, 2023.
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.
| 42 |
| Table of Contents |
2024 CONVERSIONS
|
| DATE |
| PRINCIPAL |
|
| ACCRUED |
|
| SHARE AMOUNTS |
|
| PRICE PER SHARE |
| ||||
FirstFire Global |
| 2/28/2024 |
|
| 87,500 |
|
|
| — |
|
|
| 125,000,000 |
|
|
| 0.0007 |
|
|
| 5/16/2024 |
|
| 98,000 |
|
|
| — |
|
|
| 140,000,000 |
|
|
| 0.0007 |
|
|
|
|
|
| 185,500 |
|
|
| — |
|
|
| 265,000,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1800 Diagonal |
| 1/2/2024 |
|
| 26,000 |
|
|
| — |
|
|
| 115,555,556 |
|
|
| 0.000225 |
|
|
| 1/8/2024 |
|
| 26,000 |
|
|
| — |
|
|
| 115,555,556 |
|
|
| 0.000225 |
|
|
| 2/5/2024 |
|
| 12,136 |
|
|
| — |
|
|
| 53,938,933 |
|
|
| 0.000225 |
|
|
| 5/13/2024 |
|
| 19,520 |
|
|
| — |
|
|
| 80,000,000 |
|
|
| 0.000244 |
|
|
| 5/28/2024 |
|
| 28,180 |
|
|
| — |
|
|
| 153,989,071 |
|
|
| 0.000183 |
|
|
| 5/30/2024 |
|
| 28,180 |
|
|
| — |
|
|
| 153,989,071 |
|
|
| 0.000183 |
|
|
| 6/3/2024 |
|
| 30,990 |
|
|
| — |
|
|
| 169,344,262 |
|
|
| 0.000183 |
|
|
| 6/7/2024 |
|
| 22,410 |
|
|
| — |
|
|
| 130,752,568 |
|
|
| 0.000171 |
|
|
| 8/12/2024 |
|
| 8,450 |
|
|
| — |
|
|
| 65,000,000 |
|
|
| 0.000130 |
|
|
| 9/26/2024 |
|
| 15,000 |
|
|
| — |
|
|
| 214,285,714 |
|
|
| 0.000070 |
|
|
| 10/9/2024 |
|
| 18,000 |
|
|
| — |
|
|
| 138,461,538 |
|
|
| 0.000130 |
|
|
| 10/22/2024 |
|
| 18,000 |
|
|
| — |
|
|
| 276,923,077 |
|
|
| 0.000065 |
|
|
| 11/12/2024 |
|
| 18,000 |
|
|
| — |
|
|
| 276,923,077 |
|
|
| 0.000065 |
|
|
|
|
|
| 270,866 |
|
|
| — |
|
|
| 1,944,718,423 |
|
|
|
|
|
Total Conversions 2024 |
|
|
|
| 456,366 |
|
|
| — |
|
|
| 2,209,718,423 |
|
|
|
|
|
| 43 |
| Table of Contents |
2023 CONVERSIONS |
|
|
| |||||||||||||||
|
| DATE |
| PRINCIPAL |
|
| ACCRUED |
|
| SHARE AMOUNTS |
|
| PRICE PER SHARE |
| ||||
FirstFire Global |
| 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 |
|
|
| 7/24/23 |
|
| 96,000 |
|
|
| — |
|
|
| 80000000 |
|
|
| 0.0012 |
|
|
| 11/8/2023 |
|
| 102,000 |
|
|
| — |
|
|
| 85,000,000 |
|
|
| 0.0012 |
|
|
|
|
|
| 414,000 |
|
|
| — |
|
|
| 345,000,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
| 10/31/23 |
|
| 14,000 |
|
|
| — |
|
|
| 93,333,333 |
|
|
| 0.00015 |
|
|
| 11/7/23 |
|
| 35,530 |
|
|
| — |
|
|
| 93,500,000 |
|
|
| 0.00038 |
|
|
| 12/18/23 |
|
| 8,000 |
|
|
| — |
|
|
| 106,666,667 |
|
|
| 0.000075 |
|
|
| 12/20/23 |
|
| 5,625 |
|
|
| — |
|
|
| 75,000,000 |
|
|
| 0.000075 |
|
|
| 12/26/23 |
|
| 26,000 |
|
|
| — |
|
|
| 115,555,556 |
|
|
| 0.000225 |
|
|
|
|
|
| 252,249 |
|
|
| — |
|
|
| 636,481,999 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Conversions 2023 |
|
|
|
| 846,479 |
|
|
| — |
|
|
| 1,140,904,043 |
|
|
|
|
|
| 44 |
| Table of Contents |
2022 CONVERSIONS |
|
|
|
|
|
|
|
|
| |||||||||
|
| DATE |
| PRINCIPAL |
|
| ACCRUED |
|
| SHARE AMOUNTS |
|
| PRICE PER SHARE |
| ||||
FirstFire Global |
| 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 |
|
|
|
|
|
| 45 |
| Table of Contents |
We have filed Forms with the SEC related to convertible promissory notes for which the underlying common shares have not be 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 many of its derivative financial instruments and has accounted for these defaults under each agreements default provisions. In February 2022, the Company defaulted on its FirstFire, Cavalry Investment, and Cavalry Fund I Notes for failure to uplist within one hundred twenty (120) days from the date of the Notes. 1800 Diagonal and 1800 Diagonal #2 were in default from cross default provisions. In total, $957,729 was recorded as interest expense in prior years 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. A settlement agreement was reached with EMA. It was the intent of the Company to pay back all derivative securities prior to the due dates but that has not occurred. See Note 9 Other Commitments and Contingencies.
ITEM 4. MINE SAFETY DISCLOSURE
Not Applicable.
ITEM 5. OTHER INFORMATION
None.
| 46 |
| Table of Contents |
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 |
| ||
| ||
| ||
| ||
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) |
| 47 |
| 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: February 7, 2025 | By: | /s/ Stephen J. Thomas, III |
|
|
| Stephen J. Thomas, III |
|
|
| (Chief Executive Officer, Principal Executive Officer) |
|
|
|
|
|
Dated: February 7, 2025 | By: | /s/ Gary L. Cook |
|
|
| Gary L. Cook |
|
|
| (Chief Financial Officer, Principal Accounting Officer) |
|
| 48 |