UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark One)

~~[X]~~

☒

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

For the quarterly period ended ~~March 31, 2019~~June 30, 2021

~~[ ]~~

☐

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

For the transition period from __________ to ___________

Commission file number: 333-222094

TPT Global Tech, Inc.

(Exact name of registrant as specified in its charter)

Florida		81-3903357
State or other jurisdiction of incorporation or organization		(I.R.S. Employer Identification No.)


501 West Broadway, Suite 800 San Diego, CA		92101
(Address of principal executive offices)		(Zip Code)

(619) 301-4200

Registrant’s telephone number, including area code

____________________________________________

(Former Address and phone of principal executive offices)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
~~N/A~~ ---	~~N/A~~ ---	~~N/A~~ ---

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days. Yes ☒ No ☐

~~Yes~~

~~[X]~~

~~[ ]~~

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 for Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

~~Yes~~

~~[X]~~

~~[ ]~~

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

Large accelerated filer	☐	~~[ ]~~	Accelerated filer	~~[ ]~~ ☐
Non-accelerated filer	☒	~~[X]~~	Smaller reporting company	~~[X]~~ ☒
			Emerging growth company	~~[X]~~ ☒

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 7(a)(2)(B) 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 ☒

~~Yes~~

~~[ ]~~

~~[X]~~

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

As of ~~May 20, 2019,~~August 19, 2021, there were ~~136,953,904~~898,029,038 shares of the registrant’s common stock, ~~$.001~~$0.001 par value, issued and outstanding.

~~TABLE OF CONTENTS~~

		~~Page~~

TABLE OF CONTENTS

			Page
PART 1 – FINANCIAL INFORMATION

Item 1.	Financial Statements ~~(Unaudited)~~	4	3

	Condensed Consolidated Balance Sheets – ~~March 31, 2019~~June 30, 2021 (Unaudited) and December 31, ~~2018~~2020	4	3

	Condensed Consolidated Statements of Operations -– Three and six months ended ~~March 31, 2019~~June 30, 2021 and ~~2018~~2020 (Unaudited)	6	5

	Condensed Consolidated Statements of Stockholders’ Deficit – Three ~~Months~~and six months ended ~~March 31, 2019~~June 30, 2021 and ~~2018~~2020 (Unaudited)	7	6

	Condensed Consolidated Statements of Cash Flows – ~~Three~~Six months ended ~~March 31, 2019~~June 30, 2021 and ~~2018~~2020 (Unaudited)	9	8

	Notes to the Condensed Consolidated Financial Statements (unaudited)	11	10

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25	32

Item 3.	Quantitative and Qualitative Disclosures About Market Risk –Not Applicable	26	38

Item 4.	Controls and Procedures	26	38

				PART II- OTHER INFORMATION

Item 1.	Legal Proceedings –~~Not Applicable~~	26	39

Item 1A.	Risk Factors – Not Applicable	26	39

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds –~~Not Applicable~~	44	39

Item 3.	Defaults Upon Senior Securities –~~Not Applicable~~	44	39

Item 4.	Mine Safety Disclosure – Not Applicable		39

Item 5.	Other Information – Not Applicable		40

Item 6.	Exhibits		40

	Signatures		41


~~Item 4.~~	~~Mine Safety Disclosure~~ –~~Not Applicable~~	442

~~Item 5.~~	~~Other Information~~ –~~Not Applicable~~	44

~~Item 6.~~	~~Exhibits~~	44

	~~Signatures~~	45

Table of Contents

PART I – FINANCIAL INFORMATION

~~Item~~ITEM 1. ~~Financial Statements~~FINANCIAL STATEMENTS

TPT Global Tech, Inc.

~~Condensed Consolidated Balance Sheets~~CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30,		December 31,
	2021		2020
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	105,299	$	19,309
Accounts receivable, net		561,377		164,818
Prepaid expenses and other current assets		64,091		180,362
Total current assets		730,767		364,489
NON-CURRENT ASSETS
Property and equipment, net		2,024,648		2,145,597
Operating lease right of use assets		4,579,096		4,732,459
Intangible assets, net		4,345,631		4,714,941
Goodwill		768,091		768,091
Deposits and other assets		38,635		111,111
Total non-current assets		11,756,101		12,472,199

TOTAL ASSETS	$	12,486,868	$	12,836,688

~~Assets~~

March 31, December 31
2019 2018
(Unaudited)
CURRENT ASSETS
Cash and cash equivalents $ 510,970 $ 31,786
Accounts receivable, net 71,245 48,922
Prepaid expenses and other current assets 1,767 36,111
Total current assets $ 583,982 $ 116,819
NON-CURRENT ASSETS
Property and equipment, net $ 2,975,235 $ 3,046,942
Intangible assets, net 6,465,580 6,671,582
Goodwill 924,361 924,361
Deposits and other assets 66,996 62,013
Total non-current assets $ 10,432,172 $ 10,704,898

TOTAL ASSETS $ 11,016,154 $ 10,821,717

LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	9,664,153	$	7,866,140
Deferred revenue		432,588		341,789
Customer liability		338,725		338,725
Current portion of loans, advances and factoring agreements		1,678,756		2,308,753
Convertible notes payable, net of discounts		1,711,098		1,711,098
Notes payable - related parties, net of discounts		10,635,444		10,559,796
Convertible notes payable – related parties, net of discounts		922,181		922,481
Derivative liabilities		4,783,379		5,265,139
Current portion of operating lease liabilities		3,603,167		2,682,722
Financing lease liabilities		182,890		184,939
Financing lease liabilities – related party		668,669		654,633
Total current liabilities		34,621,050		32,836,215

NON-CURRENT LIABILITIES
Loans, advances and factoring agreements, net of current portion and discounts		1,752,600		843,577
Operating lease liabilities, net of current portion		2,989,218		2,872,952
Total non-current liabilities		4,741,818		3,716,529
Total liabilities		39,362,868		36,552,744

Commitments and contingencies		0		0

~~Liabilities and Stockholders' DEFICIT~~

Current liabilities
Accounts payable and accrued expenses $ 5,401,935 $ 4,993,970
    Deferred revenue 32,043 6,450
    Customer deposits 338,725 338,725
    Business loans, advances and agreements 766,936 716,936
    Current portion of convertible notes payable, net of discount 41,336 10,000
    Notes payable - related parties, net of discount 9,296,492 9,137,982
Current portion of convertible notes payable – related parties, net of discounts 192,938 202,688
Derivative liabilities 2,208,416 —
Financing lease liabilities 137,890 138,774
Financing lease liabilities – related party 605,508 598,490
       Total current liabilities $ 19,022,219 $ 16,144,015

NON-CURRENT LIABILITIES
Convertible note payable, net of current portion and discounts $ 5,000 $ 5,000
Convertible notes payable – related parties, net of current portion and discounts 722,500 599,200
       Total non-current liabilities 727,500 604,200
Total liabilities $ 19,749,719 $ 16,748,215

Commitments and contingencies – See Note 7
—   —

~~Table of Contents~~

STOCKHOLDERS' DEFICIT

Preferred stock, $.001 par vaue 100,000,000 shares authorized:
Convertible Preferred Series A, 1,000,000 designated - 1,000,000 shares issued and outstanding as of March 31, 2019 and December 31, 2018 $ 1,000 $ 1,000
Convertible Preferred Series B, 3,000,000 designated - 2,588,693 shares issued and outstanding as of March 31, 2019 and December 31, 2018 2,589 2,589
Convertible Preferred Series C – 3,000,000 shares designated, zero shares issued and outstanding as of March 31, 2019 and December 31, 2018 — —
Common stock, $.001 par value, 1,000,000,000 shares authorized, 136,953,904 shares issued and outstanding as of March 31, 2019 and December 31, 2018 136,954 136,954
Subscriptions payable 269,569 168,006
Additional paid-in capital 12,640,597 12,567,881
Accumulated deficit (21,784,274 ) (18,802,928 )
Total stockholders' deficit (8,733,565 ) (5,926,498 )

Total liabilities and stockholders' DEFICIT $ 11,016,154 $ 10,821,717

See accompanying notes to condensed consolidated financial statements.


	3

Table of Contents

TPT Global Tech, Inc.

~~Condensed Consolidated Statements of Operations~~CONDENSED CONSOLIDATED BALANCE SHEETS - CONTINUED

~~(Unaudited)~~

	June 30,			December 31,
	2021			2020
	(Unaudited)

MEZZANINE EQUITY

Convertible Preferred Series A, 1,000,000 designated - 1,000,000 shares issued and outstanding as of June 30, 2021 and December 31, 2020		3,117,000			3,117,000
Convertible Preferred Series B – 3,000,000 shares designated, 2,588,693 shares issued and outstanding as of June 30, 2021 and December 31, 2020		1,677,473			1,677,476
Convertible Preferred Series C – 3,000,000 shares designated, zero shares issued and outstanding as of June 30, 2021 and December 31, 2020		0			0
Convertible Preferred Series D, 10,000,000 designated – 46,649 and zero shares issued and outstanding as of June 30, 2021 and December 31, 2020		233,244			0
Total mezzanine equity		5,027,717			4,794,473

STOCKHOLDERS' DEFICIT
Common stock, $.001 par value, 1,000,000,000 shares authorized, 879,029,038 and 865,564,371 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively		879,030			865,565
Subscriptions payable (receivable)		(3,265	)		125,052
Additional paid-in capital		11,919,070			11,462,940
Accumulated deficit		(44,787,194	)		(40,902,944	)
Total TPT Global Tech, Inc. stockholders' deficit		(31,992,359	)		(28,449,387	)
Non-controlling interests		88,642			(61,142	)
Total stockholders’ deficit		(31,903,717	)		(28,510,529	)

Total liabilities and stockholders' DEFICIT	$	12,486,868		$	12,836,688

For the three months ended March 31,
2019 2018

Revenues:
   Products $ 18,683 $ 41,650
   Services 142,793 208,568
Total Revenues $ 161,476 $ 250,218

COST OF SALES:
   Products $ 20,500 $ 42,500
   Services 241,868 221,795
Total Costs of Sales $ 262,368 $ 264,295
Gross profit (loss) $ (100,892 ) $ (14,077 )
EXPENSES:
   Sales and marketing $ —   $ 18,886
Professional 512,540 355,408
Payroll and related 197,541 182,739
General and administrative 222,011 192,588
Depreciation 71,707 43,873
Amortization 206,002 199,600
                Total expenses $ 1,209,801 $ 993,094

OTHER INCOME (EXPENSE)
Derivative expense (1,540,416 ) —
Interest expense (130,237 ) (30,410 )
                 Total other income expenses $ (1,670,653 ) $ (30,410 )

Net loss before income taxes (2,981,346 ) (1,037,581 )
Income taxes —   —
NET LOSS $ (2,981,346 ) $ (1,037,581 )

Loss per common share-basic and diluted $ (0.02 ) $ (0.01 )

Weighted-average common shares outstanding-basic and diluted 136,953,904 136,953,904

See accompanying notes to condensed consolidated financial ~~statements~~statements.

Table of Contents

TPT Global Tech, Inc.

~~Condensed Consolidated Statements~~CONDENSED CONSOLIDATED STATEMENTS OF ~~Stockholders' DEFICIT~~OPERATIONS

~~For the three months ended March 31, 2019 and 2018~~

~~(Unauditd)~~ (Unaudited)

Series A Preferred Stock Series B Preferred Stock Common Stock Subscriptions
Additional
Paid-in
Accumulated
Shares Amount Shares Amount Shares Amount Payable (Receivable) Capital Deficit Total
Balance as of December 31, 2017 1,000,000 $ 1,000 2,588,693 $ 2,589 136,953,904 $ 136,954 $ (4,765 ) $ 10,371,442 $ (13,425,439 ) $ (2,918,219 )

Issuance of stock and stock options for services —   —   —   —   —   —   254,306 14,224 —   268,530

Cash received for common stock to be contributed by officer —   —   —   —   —   —   122,000 —   —   122,000
Net loss —   —   —   —   —   —   —   —   $ (1,037,581 ) $ (1,037,581 )
Balance as of March 31, 2018 1,000,000 $ 1,000 2,588,693 $ 2,589 136,953,904 $ 136,954 $ 371,541 $ 10,385,666 $ (14,463,020 ) $ (3,565,270 )

	For the three months ended June 30,						For the six months ended June 30,
	2021			2020			2021			2020
REVENUES:
Products	$	8,140		$	16,940		$	10,630		$	28,091
Services		2,571,040			2,739,831			5,280,900			5,804,653
Total Revenues		2,579,180			2,756,771			5,291,530			5,832,744

COST OF SALES:
Products		8,140			14,400			10,640			27,300
Services		2,181,501			1,628,260			4,340,655			3,710,377
Total Costs of Sales		2,189,641			1,628,260			4,351,295			3,737,677
Gross profit		389,539			1,114,111			940,235			2,095,067

EXPENSES:
Sales and marketing		104,768			39,107			109,025			65,007
Professional		337,098			410,755			747,119			754,722
Payroll and related		727,648			584,136			1,388,315			1,246,138
General and administrative		529,597			421,869			1,199,806			884,712
Research and development		0			1,000,000			0			1,000,000
Depreciation		164,342			259,964			319,703			517,367
Amortization		184,655			182,735			369,310			365,470
Total expenses		2,048,108			2,898,566			4,133,278			4,833,416
Loss from operations		(1,658,569	)		(1,784,455	)		(3,193,043	)		(2,738,349	)

OTHER INCOME (EXPENSE)
Derivative gain (expense)		189,274			3,496,653			374,549			(400,019	)
Gain (loss) on debt extinguishment		0			1,252,131			0			1,252,131
Gain (loss) on debt conversions		0			(206,775	)		0			(775,650	)
Interest expense		(409,243	)		(287,344	)		(800,122	)		(834,101	)
Other expense		(334,908	)		0			(334,908	)		0
Total other income (expenses)		(554,877	)		4,254,665			(760,481	)		(757,639	)

Net income (loss) before income taxes		(2,213,446	)		2,470,210			(3,953,524	)		(3,495,988	)
Income taxes		0			0			0			0

NET INCOME (LOSS) BEFORE NON-CONTROLLING INTERESTS		(2,213,446	)		2,470,210			(3,953,524	)		(3,495,988	)

NET LOSS ATTRIBUTABLE TO NON- CONTROLLING INTERESTS		(42,248	)		0			(69,274	)		0

NET INCOME (LOSS) ATTRIBUTABLE TO TPT GLOBAL TECH, INC. SHAREHOLDERS	$	(2,171,198	)	$	2,470,210		$	(3,884,250	)	$	(3,495,988	)

Income (loss) per common share: Basic and diluted	$	(0.00	)	$	0.00		$	(0.00	)	$	(0.01	)

Weighted average number of common shares outstanding:
Basic and diluted		877,523,814			839,198,568			874,187,627			614,826,873

See accompanying notes to condensed consolidated financial ~~statements~~statements.

Table of Contents

TPT Global Tech, Inc.

~~Consolidated Statements~~CONDENSED CONSOLIDATED STATEMENTS OF ~~Stockholders' DEFICIT- Continued~~STOCKHOLDERS' DEFICIT

For the three and six months ended ~~March 31, 2019~~June 30, 2021 and ~~2018~~2020

(Unaudited)

	Series A Preferred Stock				Series B Preferred Stock				Common Stock				Subscriptions Payable			Additional Paid-in		Accumulated			Non-Controlling			Total Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		(Receivable)			Capital		Deficit			Interest			Deficit
Balance as of March 31, 2021		-	$	-		-	$	0		873,064,371	$	873,065	$	207,845		$	11,582,882	$	(42,615,996	)	$	130,890		$	(29,821,314	)
Common stock issued for services or subscription payable		-		0		-		0		5,964,667		5,965		(211,110	)		336,203		0			0			213,836
Net loss		-		0		-		0		-		0		0			0		(2,171,198	)		(42,248	)		(2,213,446	)
Balance as of June 30, 2021		-	$	0		-	$	0		879,029,038	$	879,030	$	(3,265	)	$	11,919,070	$	(44,787,194	)	$	88,642		$	(31,903,717	)

Series A
Preferred Stock

Series B
Preferred Stock
Common Stock Subscriptions Additional Paid-in Accumulated
Shares Amount Shares Amount Shares Amount Payable (Receivable) Capital Deficit Total
Balance as of
December 31, 2018 1,000,000 $ 1,000 2,588,693 $ 2,589 136,953,904 $ 136,954 $ 168,006 $ 12,567,881 $ (18,802,928 ) $ (5,926,498 )

Issuance of stock and stock options for services — — — — — — 101,563 72,716 — 174,279

Net Loss — — — — — — — — $ (2,981,346 ) $ (2,981,346 )

Balance as of
March 31, 2019 1,000,000 $ 1,000 2,588,693 $ 2,589 136,953,904 $ 136,954 $ 269,569 $ 12,640,597 $ (21,784,274 ) $ (8,733,565 )

	Series A Preferred Stock				Series B Preferred Stock				Common Stock				Subscriptions			Additional Paid-in			Accumulated			Non-Controlling			Total Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Payable			Capital			Deficit			Interest			Deficit
Balance as of December 31, 2020		-	$	0		-	$	0		865,564,371	$	865,565	$	125,052		$	11,462,940		$	(40,902,944	)	$	(61,142	)	$	(28,510,529	)
Common stock issued for services or subscription payable		-		0		-		0		5,964,667		5,965		(128,317	)		336,203			0			0			213,836
Issuance of shares in exchange for debt		-		0		-		0		7,500,000		7,500		0			339,000			0			0			346,500
TPT Strategic license cancellation		-		0		-		0		-		0		0			(219,058	)		0			219,058			0
Net loss		-		0		-		0		-		0		0			0			(3,953,524	)		(69,274	)		(3,884,250	)
Balance as of June 30, 2021		-	$	0		-	$	0		879,029,038	$	879,030	$	(3,265	)	$	11,919,070		$	(44,787,194	)	$	88,642		$	(31,903,717	)

Table of Contents

	Series A Preferred Stock						Series B Preferred Stock						Common Stock				Subscriptions		Additional Paid-in			Accumulated
	Shares			Amount			Shares			Amount			Shares		Amount		Payable		Capital			Deficit			Total
Balance as of March 31, 2020		1,000,000		$	1,000			2,588,693		$	2,589			737,324,774	$	737,325	$	675,818	$	14,473,982		$	(38,797,291	)	$	22,906,577	)

Common stock issuable for director services		-			0			-			0			-		0		101,562		0			0			101,562

Reclassification of preferred stock as mezzanine		(1,000,000	)		(1,000	)		(2,588,693	)		(2,589	)		-		0		0		(4,790,884	)		0			(4,794,473	)

Common stock issued for convertible promissory notes		-			0			-			0			120,237,597		120,238		0		276,013			0			396,251

Net Loss		-			0			-			0			-		0		0		0		$	2,470,210		$	2,470,210

Balance as of June 30, 2020		-		$	0			-		$	0			857,562,371	$	857,563	$	777,380	$	9,959,111		$	(36,327,081	)	$	(24,733,027	)

	Series A Preferred Stock						Series B Preferred Stock						Common Stock				Subscriptions		Additional Paid-in			Accumulated
	Shares			Amount			Shares			Amount			Shares		Amount		Payable		Capital			Deficit			Total
Balance as of December 31, 2019		1,000,000		$	1,000			2,588,693		$	2,589			177,629,939	$	177,630	$	574,256	$	13,279,749		$	(32,831,093	)	$	(18,795,869	)

Common stock issuable for director services		-			0			-			0			-		0		203,124		0			0			203,124

Reclassification of preferred stock as mezzanine		(1,000,000	)		(1,000	)		(2,588,693	)		(2,589	)		-		0		0		(4,790,884	)		0			(4,794,473	)

Common stock issued for convertible promissory notes		-			0			-			0			679,932,432		679,933		0		1,470,246			0			2,150,179

Net Loss		-			0			-			0			-		0		0		0		$	(3,495,988	)	$	(3,495,988	)

Balance as of June 30, 2020		-		$	0			-		$	0			857,562,371	$	857,563	$	777,380	$	9,959,111		$	(36,327,081	)	$	(24,733,027	)

See accompanying notes to condensed consolidated financial statements.

Table of Contents

TPT Global Tech, Inc.

~~Consolidated Statements of Cash Flows~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the three months ended March 31,						For the six months ended June 30,
	2019			2018			2021			2020
Cash flows from operating activities:
Net loss	$	(2,981,346	)		(1,037,581	)	$	(3,953,524	)	$	(3,495,988	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		71,707			43,873			319,703			517,367
Amortization		206,002			199,600			369,310			365,470
Amortization of debt discount and other financing costs		165,297			—
Derivative expense		1,540,416			—
Amortization of debt discounts								346,067			450,661
Promissory note issued for research and development								0			1,000,000
Loss on conversion of notes payable								0			775,650
Derivative (gain) expense								(374,549	)		400,019
Gain on extinguishment of debt											(1,252,131	)
Share-based compensation: Common stock		136,007			254,306			209,685			203,124
Stock options		72,716			14,224
Changes in operating assets and liabilities:
Accounts receivable		(22,323	)		(22,525	)		(396,559	)		269,109
Accounts receivable related party								0
Prepaid expenses and other assets		(5,084	)		7,292			116,271			(33,895	)
Deposits and other assets								72,476			0
Accounts payable and accrued expenses		406,130			289,548			1,709,486			375,847
Accrued interest on financing lease liabilities		13,573			3,336
Net change in operating lease right of use assets and liabilities								1,190,074			75,634
Other liabilities		27,428			(2,171	)		90,799			30,238
Net cash used in operating activities	$	(369,477	)		(250,097	)	$	(304,761	)	$	(318,895	)

Cash flows from investing activities:
Net cash provided by investing activities	$	—			—
Purchase of equipment							$	(198,753	)	$	(271,138	)
Net cash used in investing activities							$	(198,753	)	$	(271,138	)
											-
Cash flows from financing activities:
Proceeds from stock subscriptions		—			122,000
Proceeds from convertible notes and notes payable – related parties		259,549			140,000
Proceeds from convertible notes and business advance		606,300			5,064
Payments on convertible notes – related parties		(9,750	)		(29,581	)
Proceeds from sale of Series D Preferred Stock							$	233,244		$	0
Proceeds from convertible notes, loans and advances								1,771,685			1,311,800
Payment on convertible loans, advances and factoring agreements								(1,460,898	)		(619,227	)
Proceeds on convertible notes and amounts payable – related parties								48,224			2,400
Payments on convertible notes and amounts payable – related parties								(702	)		(188,238	)
Payments on financing lease liabilities		(7,438	)		(1,848	)		(2,049	)		0
Net cash provided by financing activities	$	848,661			235,635		$	589,504		$	506,735


Net change in cash	$	479,184			(14,462	)	$	85,978		$	(83,298	)
Cash and cash equivalents - beginning of period	$	31,786			36,380		$	19,309		$	192,172

Cash and cash equivalents - end of period	$	510,970			21,918		$	105,299		$	108,874

See accompanying notes to condensed consolidated financial ~~statements~~statements.

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TPT Global Tech, Inc.

CONDENSED CONSOLIDATED STATEMENTS

OF CASH FLOWS - CONTINUED

(Unaudited)

Supplemental Cash Flow Information:

Cash paid for:

	2019		2018		2021		2020
Interest	$	16,616	$	819	$	34,353	$	88,736
Taxes	$	—	$	—	$	0	$	0

Non-Cash Investing and Financing Activities:

2019 2018
Discount on derivative financial instruments $ 668,000 $ —
$ — $ —

	2021			2020
Debt discount on factoring agreement	$	0		$	216,720
Operating lease liabilities and right of use assets		0
Common stock issued in exchange for payable and note	$	457,211		$	2,258,637
TPT Strategic, Inc. merger – Non-controlling interest in intercompany liabilities rescinded	$	(219,058	)	$	0
Convertible preferred Series A and B reclassified to mezzanine equity				$	4,790,884

See accompanying notes to condensed consolidated financial ~~statements~~statements.

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TPT Global Tech, Inc.

~~Notes to Consolidated Financial Statements~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~March 31, 2019~~JUNE 30, 2021

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

Nature of Operations

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

The following acquisitions have resulted in entities which have been consolidated into TPTG. In 2014 the Company acquired all the assets of K Telecom and Wireless LLC (“K Telecom”) and Global Telecom International LLC (“Global Telecom”). Effective January 31, 2015, TPTG completed its acquisition of 100% of the outstanding stock of Copperhead Digital Holdings, Inc. (“Copperhead Digital”) and Subsidiaries, TruCom, LLC (“TruCom”), Nevada Utilities, Inc. (“Nevada Utilities”) and CityNet Arizona, LLC (“CityNet”). Effective September 30, 2016, the company acquired 100% ownership in San Diego Media Inc. (“SDM”). In October 2017, we entered into agreements to acquire Blue Collar, Inc. (“Blue Collar”) which closed as of September 1, 2018. On May 7, 2019 we completed the acquisition of a majority of the assets of SpeedConnect, LLC, which assets were conveyed into our wholly owned subsidiary TPT SpeedConnect, LLC (“TPT SC” or “TPT SpeedConnect”) which was formed on April 16, 2019. On January 8, 2020 we formed TPT Federal, LLC (“TPT Federal”). On March 30, 2020 we formed TPT MedTech, LLC (“TPT MedTech”) and on June 6, 2020 we formed InnovaQor, Inc (“InnovaQor”). In July and August 2020, the Company formed Quiklab 1 LLC, QuikLAB 2, LLC, QuikLAB 3, LLC and QuikLAB 4, LLC where TPT MedTech owns 80% (as agreed per the operating agreement) of all outside equity investments. Effective August 1, 2020 we closed on the acquisition of 75% of The Fitness Container, LLC (“Air Fitness”). In July 2020, we invested in a Hong Kong company called TPT Global Tech Asia Limited of which we own 78%, and during 2020, InnovaQor did a reverse merger with Southern Plains of which there ended up being a non controlling interest of 6% as of June 30, 2021 and December 31, 2020. The name of InnovaQor remained for the merged entities but was changed to TPT Strategic, Inc. on March 21, 2021.

We are based in San Diego, California, and operate as a ~~Media Content Hub~~technology-based company with divisions providing telecommunications, medical technology and product distribution, media content for ~~Domestic~~domestic and ~~International~~international syndication ~~Technology/Telecommunications company operating~~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~~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. ~~In addition, we create media marketing materials and content.~~

Significant Accounting Policies

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

Basis of Presentation

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

In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended ~~March 31, 2019~~June 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2019.~~2021.

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These condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements for the year ended December 31, ~~2018.~~2020. The condensed consolidated balance sheet ~~at March 31, 2019,~~as of June 30, 2021, has been derived from the consolidated financial statements at that date, but does not include all of the information and footnotes required by GAAP.

Our condensed consolidated financial statements include the accounts of K Telecom and Global, ~~Telecom,~~ Copperhead Digital, SDM, ~~Port~~Blue Collar, TPT SpeedConnect, TPT Federal, TPT MedTech, InnovaQor, Quiklab 1, QuikLAB 2, ~~Port,~~QuikLAB 3, QuikLAB 4, Aire Fitness and ~~Blue Collar.~~TPT Global Tech Asia Limited. The consolidated financial statements also give effects to non-controlling interests of the QuikLABs of 20%, Aire Fitness of 25%, TPT Global Tech Asia Limited of 22% and InnovaQor of 6%, where appropriate. All intercompany accounts and transactions have been eliminated in consolidation.

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~~CRITICAL ACCOUNTING POLICIES~~Revenue Recognition

~~Revenue Recognition~~

~~On January 1, 2018, we adopted the new accounting standard~~We have applied ASC 606, ~~Revenue~~revenue from Contracts with Customers,, and all of the related amendments (“new revenue standard”). We recorded the change, which was immaterial, related to adopting the new revenue standard using the modified retrospective method. Under this method, we recognized the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of retained earnings. This results in no restatement of prior periods, which continue to be reported under the accounting standards in effect for those periods. We expect the impact of the adoption of the new revenue standard to continue to be immaterial on an ongoing basis. We have applied the new revenue standard to all contracts as of the date of initial ~~application.~~application and as such, have used the following criteria described below in more detail for each business unit:

Identify the contract with the customer.

Identify the performance obligations in the contract.

Determine the transaction price.

Allocate the transaction price to performance obligations in the contract.

Recognize revenue when or as we satisfy a performance obligation.

Reserves are recorded as a reduction in net sales and are not considered material to our consolidated statements of income for the three months ended June 30, 2021 and 2020. In addition, we invoice our customers for taxes assessed by governmental authorities such as sales tax and value added taxes, where applicable. We present these taxes on a net basis.

The Company’s revenue generation for the ~~last two years~~six months ended June 30, 2021 and 2020 came from the following sources disaggregated by services and products, which sources are explained in detail below.

For the three months ended March 31, 2019 For the three months ended March 31, 2018
Copperhead Digital $ 67,700 $ 122,735
K Telecom 18,683 41,650
San Diego Media 13,343 71,405
Blue Collar 61,750 —
P2P — 14,428
Total Revenue $ 161,476 $ 250,218

	For the six months ended June 30, 2021		For the six months ended June 30, 2020
TPT SpeedConnect	$	4,050,224	$	5,264,486
Blue Collar		711,454		526,092
TPT MedTech		457,108		0
San Diego Media and other		7,032		14,075
Aire Fitness		55,083		0
Total Services Revenue	$	5,280,900	$	5,804,653
K Telecom-Product Revenue		10,630		28,091
Total Revenue	$	5,291,530	$	5,832,744

~~Copperhead Digital:~~TPT SpeedConnect: ISP and Telecom Revenue

~~Copperhead Digital~~TPT SpeedConnect is a ~~regional internet and telecom services~~rural Internet provider operating in ~~Arizona~~10 Midwestern States under the trade name ~~Trucom. Copperhead Digital operates as a wireless telecommunications Internet Service Provider (“ISP”) facilitating both residential and commercial accounts. Copperhead Digital’s~~SpeedConnect. TPT SC’s primary business model is subscription based, pre-paid monthly reoccurring revenues, from wireless delivered, high-speed internet connections. In addition, the company resells third-party satellite and DSL internet and IP telephony services. Revenue generated from sales of telecommunications services is recognized as the transaction with the customer is considered closed and the customer receives and accepts the services that were the result of the transaction. There are no financing terms or variable transaction prices. Due date is detailed on monthly invoices distributed to customer. Services billed monthly in advance are deferred to the proper period as needed. Deferred revenue are contract liabilities for cash received before performance obligations for monthly services are satisfied. Deferred revenue at June 30, 2021 and December 31, 2020 are $306,578 and $292,847, respectively. Certain of our products require specialized installation and equipment. For telecom products that include installation, if the installation meets the criteria to be considered a separate element, product revenue is recognized upon delivery, and installation revenue is recognized when the installation is complete. The Installation Technician collects the signed quote containing terms and conditions when installing the site equipment at customer premises.

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

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

~~K Telecom: Prepaid Phones and SIM Cards Revenue~~

K Telecom generates revenue from reselling prepaid phones, SIM cards, and rechargeable minute traffic for prepaid phones to its customers (primarily retail outlets). Product sales occur at the customer’s locations, at which time delivery occurs and cash or check payment is received. The Company recognizes the revenue when they receive payment at the time of delivery.

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~~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. 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. 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.

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.

~~P2P Asset Activity: Telecom Revenue~~SDM: Ecommerce, Email Marketing and Web Design Services

~~Port 2 Port Communications (P2P)~~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 ~~U.S. domestic minutes provider that sells wholesale long distance domestic telecom minutes~~prepaid service billed in monthly recurring increments. The services are billed a month in advance and due prior to ~~other domestic U.S. carriers. A~~services being rendered. The revenue is deferred when invoiced and booked in the month the service is ~~defined~~provided. There is no deferred revenue at June 30, 2021 and December 31, 2020. Software support services (including software upgrades) are billed in real time, on the first of the month. Web design service revenues are recognized upon completion of specific projects. Revenue is booked in the month the services are rendered and payments are due on the final day of the month. There are usually no contract revenues that are deferred until services are performed.

TPT MedTech: Medical Testing Revenue

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

TPT MedTech also offers two products. One is to build and sell its mobile testing facilities called QuikLABs designed for mobile testing. This is used by TPT MedTech for its own testing services. The other is a sanitizing unit called SANIQuik which is used as a safe and flexible way to sanitize providing an additional routine to hand washing and facial coverings. The SANIQuik has not yet been approved for sale in the United States but has in some parts of the European community. Revenues from these products are recognized when a product is delivered, the sales transaction considered closed and accepted by a customer. Deferred revenue at June 30, 2021 and December 31, 2020 are $126,011 and $48,943, respectively. There are no financing terms or variable transaction prices for either of these products.

Copperhead Digital: ISP and Telecom Revenue

Copperhead Digital operated as a regional internet and telecom services ~~for P2P would be substantially~~provider operating in Arizona under the ~~same~~trade name Trucom. Although there are currently no customers and ~~would include~~it will take capital to reopen this revenue stream, Copperhead Digital operated as a ~~pattern of transfers of services to a customer on a per-minute flat rate basis for all destinations in a specified geographic.~~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 ~~minute~~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 ~~weekly invoices are generated~~the installation was complete. The Installation Technician collected the signed quote containing terms and ~~distributed.~~conditions when installing the site equipment at customer premises.

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

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

K Telecom: Prepaid Phones and SIM Cards Revenue

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 ~~thee~~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 ~~convertible preferred stock~~warrants and using the if-converted ~~method.~~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 ~~March 31, 2019 and December 31, 2018,~~June 30, 2021, the Company had shares that were potentially common stock equivalents as follows:

Convertible Promissory Notes	~~2019~~	421,447,906
Series A Preferred Stock (1)		~~128,056,506~~1,279,184,625
Series B Preferred Stock		2,588,693
Series D Preferred Stock (2)		21,050,993
Stock Options and Warrants		~~5,093,120~~3,333,333
~~Convertible Debt~~		~~9,975,367~~1,727,605,549

___________

	(1)	Holder of the Series A Preferred Stock which is Stephen J. Thomas, is guaranteed 60% of outstanding common stock upon conversion. The Company would have to authorize additional shares for this to occur as only 1,000,000,000 shares are currently authorized.
	(2)		~~145,213,686~~	Holders of the Series D Preferred Stock may decide after 18 months to convert to common stock @ 80% 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 on a one for one basis.

Financial Instruments and Fair Value of Financial Instruments

Our primary financial instruments at ~~March~~June 30, 2021 and December 31, ~~2019 and 2018~~2020 consisted of cash equivalents, accounts receivable, accounts payable, notes payable and derivative liabilities. We apply fair value measurement accounting to either record or disclose the value of our financial assets and liabilities in our financial statements. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. A fair value

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hierarchy requires an entity to maximize the use of observable inputs, where available, and minimize the use of unobservable inputs when measuring fair value.

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

Level 1Quoted prices in active markets for identical assets or liabilities.

Level 2Observable 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 3Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

We consider our derivative financial instruments as Level 3. The balances for our derivative financial instruments as of ~~March 31, 2019~~June 30, 2021 are the following:

Derivative Instrument	Fair Value		Fair Value
Fair value of Geneva Roth Convertible Promissory Note	$	82,016
Fair value of Auctus Convertible Promissory Note	$	2,082,832	$	3,785,589
Fair value of Warrants issued with Auctus Convertible Promissory Note	$	43,568
Fair value of EMA Financial Convertible Promissory Note				988,799
Fair value of Warrants issued with the derivative instruments				8,991
			$	4,783,379

~~Use of Estimates~~

The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates. The Company’s consolidated financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented.

Recently Adopted Accounting Pronouncements

In ~~June 2018,~~August 2020, the FASB issued ASU ~~No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, which amends ASC 718, Compensation – Stock Compensation. This~~ 2020-06, “Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815 - 40)” (“ASU ~~requires that most~~2020-06”). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity's own equity. The ASU is part of the ~~guidance related~~FASB's simplification initiative, which aims to ~~stock compensation granted to employees be followed~~reduce unnecessary complexity in U.S. GAAP. The ASU's amendments are effective for ~~non-employees, including the measurement date, valuation approach,~~fiscal years beginning after December 15, 2023, and ~~performance conditions. The expense is recognized in the same period as though cash were paid for the good or service. The effective date is the first quarter of~~interim periods within those fiscal ~~year 2019,~~years, with early adoption ~~permitted, including in interim periods.~~permissible for fiscal years beginning after December 15, 2020. The Company early adopted ASU ~~has been adopted using a modified-retrospective transition approach. The adoption is not considered to have a~~2060-06 on January 1, 2021, which had no material ~~effect~~impact on ~~the consolidated~~its financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) and subsequent amendments to the initial guidance: ASU 2017-13, ASU 2018-10, ASU 2018-11, ASU 2018-20 and ASU 2019-01 (collectively, Topic 842). Topic 842 requires lessees to classify leases as either finance or operating leases and to record a right-of-use asset and a lease liability for all leases with a term greater than 12 months regardless of the lease classification. We adopted Topic 842 using the effective date, January 2019, as the date of our initial application of the standard. Consequently, financial information for the comparative periods has not been updated. Our finance and operating lease commitments are subject to the new standard and we recognize as finance and operating lease liabilities and right-of-use assets. The effect on our consolidated financial statements has not been material.

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

NOTE 2 – ACQUISITIONS

The Fitness Container, LLC (DBA Aire Fitness)

On June 1, 2020, the Company signed an agreement for the acquisition of a majority interest in San Diego based manufacturing company, The Fitness Container, LLC dba “Aire Fitness” (www.airefitness.com), for 500,000 shares of common stock in TPT, vesting and issuable after the common stock reaches at least a $1.00 per share closing price in trading, a $500,000 promissory note payable primarily out of future capital raising and a 10% gross profit royalty from sales of drive through lab operations for the first year. Aire Fitness, in which TPT owns 75% is a California LLC founded in 2014 focused on custom designing, manufacturing, and selling high-end turnkey outdoor fitness studios and mobile medical testing labs. Aire Fitness has contracted with YMCAs, Parks and Recreation departments, Universities and Country Clubs which are currently using its mobile gyms. Aire Fitness’ existing and future clients will be able to take advantage of TPT’s upcoming Broadband, TV and Social Media platform to offer virtual classes utilizing the company’s mobile gyms. The agreement included an employment agreement for Mario Garcia, former principal owner, which annual employment is to be at $120,000 plus customary employee benefits. This agreement was closed August 1, 2020.

The Company evaluated this acquisition in accordance with ASC 805-10-55-4 to discern whether the assets and operations of the assets purchased met the definition of a business. The company concluded that there are processes and sufficient inputs into outputs. Accordingly, the Company accounted for this transaction as a business combination and allocated the purchase price as follows:

Consideration given at fair value:
Note payable, net of discount	$	340,000
Accounts payable		157,252
Non-controlling interest		113,333
	$	610,585

Assets acquired at fair value:
Cash	$	460
Accounts receivable		39,034
	$	39,494
Goodwill	$	571,091

Included in the consolidated statement of operations for the six months ended June 30, 2021 is $55,083 in revenues and $116,202 of net losses.

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TPT Strategic Merger with Southern Plains

On August 1, 2020, InnovaQor (name changed to TPT Strategic, Inc.), a wholly-owned subsidiary of the Company, entered into a Merger Agreement with the publicly traded company Southern Plains Oil Corp. (OTC PINK: SPLN prior to Merger Agreement).

During 2020, TPT Strategic authorized a Series A Super Majority Preferred Stock valued at $350,000 by management and issued to a third party in exchange for legal services. Effective September 30, 2020, the Series A Super Majority Preferred Stock was exchanged with TPT for a note payable of $350,000 payable in cash or common stock (see Note 5(2)). As such, as of September 30, 2020, the Company, for accounting purposes, took control of the merged TPT Strategic and reflected in it’s consolidated balance sheet the non-controlling interest of $219,058 in the liabilities under a license agreement valued at $3,500,000. This $3,500,000 was recorded as a Note Payable and expensed on InnovaQor’s books. During the six months ended June 30, 2021, the license agreement was cancelled and the non controlling interest reversed.

NOTE 23 – GOING CONCERN

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

Cash flows generated from operating activities were not enough to support all working capital requirements for the ~~three~~six months ended ~~March 31, 2019~~June 30, 2021 and ~~2018.~~2020. Financing activities described below have helped with working capital and other capital requirements.

We incurred ~~$2,981,346~~$3,884,250 and ~~$1,037,581,~~$3,495,988, respectively, in losses, and we used ~~$369,477~~$304,761 and ~~$250,097,~~$318,895, respectively, in cash ~~for~~from operations for the ~~three~~six months ended ~~March 31, 2019~~June 30, 2021 and ~~2018.~~ 2020. We calculate the net cash used by operating activities by decreasing, or increasing in case of gain, our let loss by those items that do not require the use of cash such as depreciation, amortization, promissory note issued for research and development, note payable issued for legal fees, derivative expense or gain, gain on extinguishment of debt, loss on conversion of notes payable, impairment of goodwill and long-loved assts and share-based compensation which totaled to a net $870,216 for 2021 and $2,460,160 for 2020.

In addition, we report increases and reductions in liabilities as uses of cash and deceases assets and increases in liabilities as sources of cash, together referred to as changes in operating assets and liabilities. For the six months ended June 30, 2021, we had a net increase in our assets and liabilities of $2,778,546 primarily from an increase in accounts payable from lag of payments for accounts payable for cash flow considerations and an increase in the balances from our operating lease liabilities. For the six months ended June 30, 2021, we had a net increase to our assets and liabilities of $716,933 for similar reasons.

Cash flows from financing activities were ~~$848,661~~$589,504 and ~~$235,635~~$506,735 for the ~~same periods.~~ six months ended June 30, 2021 and 2020, respectively. For the six months ended June 30, 2021, these cash flows were generated primarily from proceeds from sale of Series D Preferred Stock of $233,244, proceeds from convertible notes, loans and advances of $1,771,685 offset by payment on convertible loans, advances and factoring agreements of $1,460,898. For the six months ended June 30, 2020, cash flows from financing activities primarily came from proceeds from convertible notes, loans and advances of $1,311,800 offset by payments on convertible loans, advances and factoring agreements of $619,227 and payments on convertible notes and amounts payable – related parties of $188,238.

Cash flows used in investing activities were $198,753 and $271,138, respectively, for the six months ended June 30, 2021 and 2020. These cash flows were used for the purchase of equipment.

These factors raise substantial doubt about the ability of the Company to continue as a going concern for a period of one year from the issuance of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Subsequent to March 31,~~

In December 2019, COVID-19 emerged and has subsequently spread worldwide. The World Health Organization has declared COVID-19 a ~~convertible promissory note was extended~~pandemic resulting in federal, state and local governments and private entities mandating various restrictions, including travel restrictions, restrictions on public gatherings, stay at home orders and advisories and quarantining of people who may have been exposed to the ~~Company~~virus. After close monitoring and responses and guidance from federal, state and local governments, in an effort to mitigate the ~~amount~~spread of ~~$65,000 into convertible debt. In addition, the company secured $527,000 in the sale of future receipts.~~

~~In order for us to continue as a going concern~~COVID-19, around March 18, 2020 for a period of ~~one year from~~time, the ~~issuance~~Company closed its Blue Collar office in Los Angeles and its TPT SpeedConnect offices in Michigan, Idaho and Arizona. Most employees were working remotely, however this was not possible with certain employees and all subcontractors that work for Blue Collar. The Company has opened up most of ~~these financial statements, we will need~~it operations and continues to ~~obtain additional debt~~monitor developments, including government requirements and recommendations at the national, state, and local level to evaluate possible extensions to all 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 anypart of those actions, those actions will produce adequate cash flow to enable us to meet all our future obligations. Most of our existing financing arrangements are short-term. If we are unable to obtain additional debt or equity financing, we may be required to significantly reduce or cease operations.

~~NOTE 3 – PROPERTY AND EQUIPMENT~~such closures.

~~Property and equipment and related accumulated depreciation as of March 31, 2019 and December 31, 2018 are as follows:~~

2019 2018
Property and equipment:
Telecommunications fiber and equipment $ 3,274,045 3,274,045
Film production equipment 369,903 369,903
Office furniture and equipment 82,014 82,104
Leasehold improvements 18,679 18,679
3,744,641 3,744,641
Accumulated depreciation (769,406 ) (697,699 )
Property and equipment, net $ 2,975,235 3,046,942

~~Depreciation expense was $71,707 and $43,873 for the three months ended March 31, 2019 and 2018, respectively.~~

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~~NOTE 4 – DEBT FINANCING ARRANGEMENTS~~

~~Financing arrangements as of March 31, 2018 and December 31, 2018 are as follows:~~

2019 2018
Business loans and advances, net of discounts (1) $ 665,692 615,692
Convertible notes payable, net of discounts (2) 46,336 15,000
Factoring agreement (3) 101,244 101,244
Debt – third party $ 813,272 731,936

Line of credit, related party secured by assets (4) $ 3,043,390 3,043,390
Debt– other related party, net of discounts (5) 5,935,159 5,912,898
Convertible debt – related party (2) 915,438 801,888
Shareholder debt (6) 317,943 181,694
Debt – related party $ 10,211,930 9,939,870

Total financing arrangements $ 11,025,202 10,671,806

Less current liabilities:
   Business loans, advances and agreements $ (766,936 ) (716,936 )
Convertible notes payable, net of discount (41,336 ) (10,000 )
  Notes payable – related parties, net of discount (9,296,492 ) (9,137,982 )
  Convertible notes payable – related party (192,938 ) (202,688 )
(10,297,702 ) (10,067,606 )
Total non-current liabilities $ 727,500 604,200

~~(1)~~

The terms of $40,000 of this balance are similar to that of the Line of Credit which bears interest at adjustable rates, 1 month Libor plus 2%, 4.49% as of March 31, 2019, and is secured by assets of the Company, is due August 31, 2019, as amended, and included 8,000 stock options as part of the terms (see Note 6).

~~$500,500 is a line of credit that Blue Collar has with a bank, bears interest at Prime plus 1.125%, 6.125% as of March 31, 2019, and is due March 25, 2021.~~

$10,000 is an amount the bears interest at 6%, subsequently increased to 11%, as it was due and not repaid on October 10, 2018. The remaining balances generally bear interest at approximately 10%, have maturity dates that are due on demand or are past due, are unsecured and are classified as current in the balance sheets.

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	~~(2)~~	During 2017, the Company issued convertible promissory notes in the amount of $67,000 (comprised of $62,000 from two related parties and $5,000 from a former officer of CDH), all which are due May 1, 2020 and bear 6% annual interest (12% default interest rate). The convertible promissory notes are convertible, as amended, at $0.25 per share. During 2016, the Company acquired SDM which consideration included a convertible promissory note for $250,000 due August 31, 2018, as amended, does not bear interest, unless delinquent in which the interest is 12% per annum, and is convertible into common stock at $1.00 per share. The SDM balance is $192,938 as of March 31, 2019. During 2018, the Company issued convertible promissory notes in the amount of $537,200 to related parties and $10,000 to a non-related party which bear interest at 6% (11% default interest rate), are due 30 months from issuance and are convertible into Series C Preferred Stock at $1.00 per share. During 2019, the Company issued these same securities with the same terms in the amount of $123,300 to related parties. Because the Series C Preferred Stock has a conversion price of $0.15 per share, the issuance of Series C Preferred Stock promissory notes will cause a beneficial conversion feature of approximately $38,479 upon exercise of the convertible promissory notes. On March 19, 1919, the Company consummated a Securities Purchase Agreement dated March 15, 2019 with Geneva Roth Remark Holdings, Inc. (“Geneva Roth”) for the purchase of a $68,000 convertible promissory note (“Geneva Roth Convertible Promissory Note”). The Geneva Roth Convertible Promissory Note is due March 15, 2020, pays interest at the rate of 12% per annum and gives the holder the right from time to time, and at any time during the period beginning 180 days from the origination date to the maturity date or date of default to convert all or any part of the outstanding balance into common stock of the Company limited to 4.99% of the outstanding common stock of the Company. The conversion price is 61% multiplied by the average of the two lowest trading prices for the common stock during the previous 20 trading days prior to the applicable conversion date. The Geneva Roth Convertible Promissory Note may be prepaid in whole or in part of the outstanding balance at 125% to 140% up to 180 days from origination. On March 25, 2019, the company consummated a Securities Purchase Agreement dated March 18, 2019 with Auctus Fund, LLC. (“Auctus”) for the purchase of a $600,000 Convertible Promissory Note (“Auctus Convertible Promissory Note”). The Auctus Convertible Promissory Note is due December 18, 2019, pays interest at the rate of 12% per annum and gives the holder the right from time to time, and at any time during the period beginning 180 days from the origination date or at the effective date of the registration of the underlying shares of common stock, which the holder has registration rights for, to convert all of the outstanding balance into common stock of the Company limited to 4.99% of the outstanding common stock of the Company. The conversion price is 50% multiplied by the average of the two lowest trading prices for the common stock during the previous 25 trading days prior to the applicable conversion date. The Auctus Convertible Promissory Note may be prepaid in full at 135% to 150% up to 180 days from origination. 2,000,000 warrants were issued in conjunction with the issuance of this debt. See Note 7.

	~~(3)~~	The Factoring Agreement with full recourse, due August 31, 2019, as amended, was established in June 2016 with a company that is controlled by a shareholder and is personally guaranteed by an officer of the Company. The Factoring Agreement is such that the Company pays a discount of 2% per each 30-day period for each advance received against accounts receivable or future billings. The Company was advanced funds from the Factoring Agreement for which $101,244 in principal remained unpaid as of March 31, 2019 and December 31, 2018.

	~~(4)~~	The Line of Credit originated with a bank and was secured by the personal assets of certain shareholders of Copperhead Digital. During 2016, the Line of Credit was assigned to the Copperhead Digital shareholders, who subsequent to the Copperhead Digital acquisition by TPTG became shareholders of TPTG, and the secured personal assets were used to pay off the bank. The Line of Credit bears a variable interest rate based on the 1 Month LIBOR plus 2.0%, 4.49% as of March 31, 2019, is payable monthly, and is secured by the assets of the Company. 1,000,000 shares of Common Stock of the Company have been reserved to accomplish raising the funds to pay off the Line of Credit. Since assignment of the Line of Credit to certain shareholders, which balance on the date of assignment was $2,597,790, those shareholders have loaned the Company $445,600 under the similar terms and conditions as the line of credit but most of which were also given stock options totaling 85,120 (see Note 6) and is due, as amended, August 31, 2019. ~~During the year ended December 31, 2018, these same shareholders and one other loaned the Company money in the form of convertible loans of $537,200 described in (2) above~~

	~~(5)~~	$350,000 represents cash due to the prior owners of the technology acquired in December 2016 from the owner of the Lion Phone which is due to be paid as agreed by TPTG and the former owners of the Lion Phone technology and has not been determined. $4,000,000 represents a promissory note included as part of the consideration of ViewMe Live technology acquired in 2017, later agreed to as being due and payable in full, with no interest with $2,000,000 from debt proceeds and the remainder from proceeds from the second Company public offering intended to be in 2019. On September 1, 2018, the Company closed on its acquisition of Blue Collar. Part of the acquisition included a promissory note of $1,600,000 (fair value of $1,533,217, net of a discount to fair value of $66,783 which is being amortized through expense through the due date of May 1, 2019) and interest at 3% from the date of closure. $22,261 was amortized as interest expense in the three months ended March 31, 2019. The promissory note is secured by the assets of Blue Collar.

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~~(6)~~

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

~~Note 5 -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 March 31, 2019, in the amount of $2,208,416 has a level 3 classification under ASC 825-10.~~

The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities as of March 31, 2019. There were no derivative financial instruments as of December 31, 2018.

Debt Derivative Liabilities
Balance, December 31, 2018 $ —
Debt discount from initial derivative 668,000
Initial fair value of derivative liabilities in excess of debt discounts 1,838,410
Change in fair value of derivative liabilities at end of period (297,994 )
Balance, March 31, 2019 $ 2,208,416
Derivative expense for the three months ended March 31, 2019 $ 1,540,416

~~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 valuetaken advantage of the ~~derivatives~~stimulus offerings and received $722,200 in April 2020 and $680,500 in February 2021 and believes it has used these funds as is prescribed by the stimulus offerings to have the entire amounts forgiven. The Company has applied for forgiveness of the ~~inception date~~original stimulus of ~~debenture~~$722,200. The forgiveness process for stimulus funded in February 2021 has not begun. The Company will try and take advantage of additional stimulus as it is available and is also in the process of trying to ~~fair value as~~raise debt and equity financing, some of ~~each subsequent reporting date.~~

~~As of March 31, 2019, the Company marked~~which may have to ~~market the fair value~~be used for working capital shortfalls if revenues continue to decline because of the debt derivatives and determined a fair value of $2,208,416 (2,164,848 from the convertible notes and $43,568 from the warrants in Note 4 (2) above). The Company recorded a gain from change in fair value of debt derivatives of $297,994 for the three months ended March 31, 2019. The fair value of the embedded derivatives was determined using Monte Carlo simulation method based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 188.2% to 212.8%, (3) weighted average risk-free interest rate of 2.23% to 2.52% (4) expected life of 0.72 to 5.0 years, and (5) the quoted market price of $0.0531 to $0.0726 for the Company’s common stock.

~~See Financing lease arrangements in Note 7.~~COVID-19 closures.

~~NOTE 6 - STOCKHOLDERS' EQUITY~~

~~Preferred Stock~~

As of March 31, 2019, we had authorized 100,000,000 shares of Preferred Stock, of which certain shares had been designated as Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock.

~~Series A Convertible Preferred Stock~~

~~In February 2015, the Company designated 1,000,000 shares of Preferred Stock as Series A Preferred Stock.~~

~~Table of Contents~~

The Series A Preferred Stock was designated in February 2016, has a par value of $.001, is redeemable at the Company’s option at $100 per share, is senior to any other class or series of outstanding Preferred Stock or Common Stock and does not bear dividends. The Series A Preferred Stock has a liquidation preference immediately after any Senior Securities, as defined, and of an amount equal to $100 per share. Holders of the Series A Preferred Stock shall, collectively have the right to convert all of their Series A Preferred Stock when conversion is elected into that number of shares of Common Stock of the Company, determined by the following formula: 60% of the issued and outstanding Common Shares as computed immediately after the transaction for conversion. For further clarification, the 60% of the issued and outstanding common shares includes what the holders of the Series A Preferred Stock may already hold in common shares at the time of conversion. The Series A Preferred Stock, collectively, shall have the right to vote as if converted prior to the vote to an amount of shares equal to 60% of the outstanding Common Stock of the Company.

In February 2015, the Board of Directors authorized the issuance of 1,000,000 shares of Series A Preferred Stock to Stephen Thomas, Chairman, CEO and President of the Company, valued at $3,117,000 for compensation expense.

~~Series B Convertible Preferred Stock~~

In February 2015, the Company designated 3,000,000 shares of Preferred Stock as Series B Convertible Preferred Stock. There are 2,588,693 shares of Series B Convertible Preferred Stock outstanding as of March 31, 2019.

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

~~Series C Convertible Preferred Stock~~

InOn May ~~2018, the Company designated 3,000,000 shares of Preferred Stock as Series C Convertible Preferred Stock. There are no shares of Series C Convertible Preferred Stock outstanding as of March 31, 2019.~~

The Series C Preferred Stock was designated in May 2018, has a par value of $.001, is not redeemable, is senior to any other class or series of outstanding Preferred Stock, except the Series A and Series B Preferred Stock, or Common Stock and does not bear dividends. The Series C Preferred Stock has a liquidation preference immediately after any Senior Securities, as defined and currently the Series A and B Preferred Stock, and of an amount equal to $2.00 per share. Holders of the Series C Preferred Stock have a right to convert all or any part of the Series C Preferred Shares and will receive an equal amount of common shares at the conversion price of $0.15 per share. The Series C Preferred Stock holders have a right to vote on any matter with holders of Common Stock and shall have a number of votes equal to that number of Common Shares on a one to one basis.

~~Common Stock and Capital Contributions~~

~~As of March 31, 2019, we had authorized 1,000,000,000 shares of Common Stock, of which 136,953,904 common shares are issued and outstanding.~~

~~Common Stock Contributions Related to Acquisitions~~

Effective November 1 and 3, 2017, an officer of the Company contributed 9,765,000 shares of restricted Common Stock to the Company for the acquisition of Blue Collar and HRS. These shares were subsequently issued as consideration for these acquisitions in November 2017. In March 2018, the HRS acquisition was rescinded and 3,625,000 shares of common stock are being returned by the recipients. The other transaction involved 6,500,000 shares for the acquisition of Blue Collar which closed in 2018. As such, as of March 31, 2019 the 3,265,000 shares for the HRS transaction are reflected as subscriptions receivable based on their par value.

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~~Common Stock Issued for Expenses and Liabilities~~

~~During the year ended December 31, 2018,~~28, 2021, the Company entered into a ~~two-year agreement for legal services. The agreement provided for 4,000,000 shares of restricted common stock to be issued. 2,000,000 to be issued for previous legal services upon execution~~Common Stock Purchase Agreement (“Purchase Agreement”) and Registration Rights Agreement (“Registration Rights Agreement”) with White Lion Capital, LLC, a Nevada limited liability company (“White Lion”). Under the terms of the ~~agreement in March 2018 and the remaining 2,000,000 in the form of stock options~~Purchase Agreement, White Lion agreed to purchase common stock at $0.10 per share, of which the stock options would vest equally over 18 months. The value of the Company’s common stock upon execution of the agreement was $0.125 per share, or $250,000 which was recorded as professional expenses during 2018. See stock options and warrants discussion below for the value of the 2,000,000 stock options

~~During the year ended December 31, 2018,~~provide the Company ~~also entered into~~with up to $5,000,000 upon effectiveness of a ~~twelve-month general consulting agreement~~registration statement on Form S-1 (the “Registration Statement”) filed with ~~a third party~~the U.S. Securities and Exchange Commission (the “Commission”). A Form S-1 was filed on June 30, 2021 regarding this transaction. Subsequent Amendments to ~~provide general business advisory services~~Forms S-1 related to ~~be rendered through March 31, 2019~~this transaction were filed on July 6, 2021 and July 14, 2021. The registrations statement was declared effective July 19, 2021.

In August 2021, the Company has given purchase notices for ~~1,000,000 restricted~~9,000,000 shares of common stock under the Purchase Agreement and ~~1,000,000 options to purchase restricted common shares at $0.10 per share for 36 months from the time~~has received proceeds of ~~grant. The fair value~~$83,420, net of the common shares granted was based on the Company’s stock price of $0.155 per share, or $155,000 of which $34,444 was expensed during the three months ended March 31, 2019 for the portion of service term completed during this period.

For these two agreements, the underlying stock for the stock options are intended to come from the contribution of stock by an officer of the Company. During the three months ended March 31, 2019, the Company recorded $107,160 as stock-based compensation related to these agreements.

~~Common Stock Payable Issued for Expenses and Liabilities~~

~~As of March 31, 2019, 16,667 of common shares were subscribed to in 2018 for a note payable of $2,000.~~expenses.

In 2018, a majority of the outstanding voting shares of the Company voted through a consent resolution to support a consent resolution of the Board of Directors of the Company to add two new directors to the Board. As such, Arkady Shkolnik and Reginald Thomas (family member of CEO) were added as members of the Board of Directors. The total members of the Board of Directors after this addition is four. In accordance with agreements with the Company for his services as a director, Mr. Shkolnik is to receive $25,000 per quarter and 5,000,000 shares of restricted common stock valued at approximately $692,500 vesting quarterly over twenty-four months. The quarterly cash payments of $25,000 will be paid in unrestricted common shares if the Company has not been funded adequately to make such payments. Mr. Thomas is to receive $10,000 per quarter and 1,000,000 shares of restricted common stock valued at approximately $120,000 vesting quarterly over twenty-four months. The quarterly payment of $10,000 may be suspended by the Company if the Company has not been adequately funded. As of March 31, 2019, $62,500 and $25,000 has been accrued in the balance sheet for Mr. Shkolnik and Mr. Thomas, respectively.

~~Stock Options~~

Options Outstanding Vested Vesting Period Exercise Price Outstanding and Exercisable Expiration Date
December 31, 2017 93,120 93,120 100% at issue $0.05 to $0.22 12-31-19
Granted 3,000,000 — 12 to 18 months $ 0.10 2-28-20 to 3-20-21
December 31, 2018 3,093,120 1,954,230 $0.05 to $0.22 12-31-19 to 3-20-21
Granted —
March 31, 2019 3,093,120 2,176,453 $0.05 to $0.22 12-31-19 to 3-20-21

~~Table of Contents~~

Stock options to purchase approximately 3,093,120 shares of common stock of the Company are outstanding as of March 31, 2019 related to debt issuances (see Note 5) at prices ranging from $0.05 to $0.22 per share.

In addition, the company granted through consulting arrangements primarily for legal work and general business support that included the issuance of stock options to purchase 3,000,000 options to purchase common shares at $0.10 per share, 1,000,000 of which is fully vested and 2,000,000 which will vest over 18 months from date of grant. All these stock options have an exercise period of 24 to 36 months. The Black-Scholes options pricing model was used to value the stock options. The inputs included the following:

~~(1)~~	~~Dividend yield of 0%~~
~~(2)~~	~~expected annual volatility of 307% - 311%~~
~~(3)~~	~~discount rate of 2.2% to 2.3%~~
~~(4)~~	~~expected life of 2 years, and~~
~~(5)~~	~~estimated fair value of the Company’s common $0.125 to $0.155 per share.~~

During the three months ended March 31, 2019, the Company recorded $72,716 as stock-based compensation related to the stock options and the related service period for which services have been rendered. For future periods, the remaining value of the stock options totaling approximately $67,953 will be amortized into the statement of operations consistent with the period for which the services will be rendered, which is two years for the legal agreement and one year for the general consulting agreement.

~~Common Stock Reservations~~

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

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

~~Warrants~~

As part of the Auctus Convertible Promissory Note issuance, the Company issued to, Auctus 2,000,000 warrants to purchase 2,000,000 common shares of the Company at 70% of the current market price. Current market price means the average of the three lowest trading prices for our common stock during the ten-trading day period ending on the latest complete trading day prior to the date of the respective exercise notice. However, if a required registration statement, registering the underlying shares of the Auctus Convertible Promissory Note, is declared effective on or before June 11, 2019, then, while such Registration Statement is effective, the current market price shall mean the lowest volume weighted average price for our common stock during the ten-trading day period ending on the last complete trading day prior to the conversion date.

~~The warrants issued to Auctus were considered derivative liabilities. See Note 5.~~

~~NOTE 7 - COMMITMENTS AND CONTINGENCIES~~

~~Accounts Payable and Accrued Expenses as of March 31, 2019 and December 31, 2018:~~

2019 2018
Accounts payable:
Related parties (1) $ 881,861 $ 741,577
General operating 3,250,506 3,036,601
Credit card balances 253,374 246,949
Accrued interest on debt 352,771 306,318
Other accrued expenses; 33,066 33,063
Taxes and fees payable 630,357 629,462
Total $ 5,401,935 $ 4,993,970

~~(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.~~

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~~Financing Leases~~

~~As of March 31, 2019, we do not have any lease agreements that are long term. All lease arrangements expire during 2019, are in default or are month to month.~~

~~Current minimum financing lease payments are as follows as of March 31, 2019:~~

Obligation 2019 In Default Accrued Interest Total
Telecom Equipment Finance (1) $ 449,103 —   156,405 $ 605,508
Telecommunications Equipment (2) —   101,347 33,624 134,971
Production Equipment Lease (3) 2,919 —   —   2,919
Total $ 452,022 101,347 190,029 $ 743,398

~~(1) The Telecom Equipment Lease is with an entity owned and controlled by shareholders of the Company and is due August 31, 2019, as amended.~~

(2) The Telecommunications Equipment Lease requires payments of $3,702 per month and is in default. See discussion below in Other Commitments and Contingencies. In December 2017, the Company learned that the telecommunications equipment lease identified herein for $101,348 was included in a default judgement in a non-jurisdictional state of Pennsylvania for $169,474 from a lawsuit by the lessor. Management is working with the lessor to settle this matter including a proposal for the equipment to be returned to the lessor and then a negotiated amount for any deficiency between the value given for the retired equipment and the $101,348. When concluded, management does not believe the results will be significantly different than the liability of $101,348 and accrued fees and interest of $27,070 recorded.

(3) The Production Equipment Lease, maturing on April 15, 2019, required payments of $2,535 per month and includes imputed interest at 8.5%. The lease was entered into in 2015 for the purchase of equipment in the amount of approximately $120,000.

~~Other Commitments and Contingencies~~

The Company has employment agreements with certain employees of SDM and K Telecom. The agreements are such that SDM and K Telecom, on a standalone basis in each case, must provide sufficient cash flow to financially support the financial obligations within the employment agreements.

In December 2016, a subsidiary’s landlord agreed to terminate a facilities lease for 150,000 restricted shares of Common Stock valued at $43,350 from a capital contribution of an officer of the Company. Subsequent to the agreement, the landlord requested more shares against the Company’s agreement. As such, $63,053 remains in liabilities payable to the landlord and the $43,350 was expensed as rent previously. The matter is still unresolved. Management does not believe any negative resolution will have a material impact on the Company’s consolidated financial statements.

The company has been named in a lawsuit 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. Management believes it has good and meritorious defenses and does not believe the outcome of the lawsuit will have any material effect on the financial position of the Company.

As of March 31, 2019, the company has collected $338,725 from one customer in excess of amounts due from that customer in accordance with the customer’s understanding of the appropriate billings activity. The customer has filed a written demand for repayment by the Company of amounts owed. Management believes that the customer agreement allows them to keep the amounts under dispute. Given the dispute, the Company has reflected the amounts in dispute as a customer liability on the consolidated balance sheet as of March 31, 2018 and does not believe the outcome of the dispute will have a material effect on the financial position of the Company.

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~~NOTE 8 – RELATED PARTY ACTIVITY~~

The Company entered into a lease 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 $0 and $5,949 in rent and utility payments for this space for the three months ended December 31, 2018 and 2017, respectively.

There are shares issuances and capital contributions from an officer of the Company. See Note 6. Also, there are debt and lease balances outstanding due to shareholders and other related parties of the Company of $881,861 and $741,577, respectively, as of March 31, 22019 and December 31, 2018 related 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 which are included in accounts payable and accrued expenses on the balance sheet. See Notes 5 and 6.

As is mentioned in Note 6, Reginald Thomas was appointed to the Board of Directors of the Company in August 2018. Mr. Thomas is the brother to the CEO Stephen J. Thomas III. According to an agreement with Mr. Reginald Thomas, he is to receive $10,000 per quarter and 1,000,000 shares of restricted common stock valued at approximately $120,000 vesting quarterly over twenty-four months. The quarterly payment of $10,000 may be suspended by the Company if the Company has not been adequately funded.

~~NOTE 9 – GOODWILL AND INTANGIBLE ASSETS~~

~~Goodwill and intangible assets are comprised of the following:~~

~~March 31, 2019~~

Gross carrying amount (1) Accumulated Amortization Net Book Value Useful Life
Customer Base $ 1,947,200 (1,390,382 ) 556,818 3-10
Developed Technology $ 6,105,600 (1,228,671 ) 4,876,929 9
Film Library $ 957,000 (50,750 ) 906,250 11
Trademarks and Tradenames $ 132,000 (6,417 ) 125,583 12
$ 9,141,800 (2,676,220 ) 6,465,580

Goodwill $ 924,361 — 924,361

~~Amortization expense was $206,002 and $199,600 for the three months ended March 31, 2019 and 2018, respectively.~~

~~December 31, 2018~~

Gross carrying amount Accumulated Amortization Net Book Value Useful Life
Customer Base $ 1,947,200 (1,374,933 ) 572,267 3-10
Developed Technology $ 6,105,600 (1,059,070 ) 5,046,530 9
Film Library $ 957,000 (32,700 ) 924,300 11
Trademarks and Tradenames $ 132,000 (3,515 ) 128,485 12
$ 9,141,800 (2,470,218 ) 6,671,582

Goodwill $ 924,361 — 924,361

~~Remaining amortization of the intangible assets as of March 31, 2019 is as follows for the next five years and beyond:~~

2019 2020 2021 2022 2023 Beyond
Customer Base $ 38,006 $ 53,455 $ 53,455 $ 53,455 $ 53,455 $ 304,992
Developed Technology 508,803 678,404 678,404 678,404 678,404 1,654,510
Film Library 68,950 87,000 87,000 87,000 87,000 489,300
Trademarks and Tradenames 8,098 11,000 11,000 11,000 11,000 73,485
Total $ 623,857 $ 829,859 $ 829,859 $ 829,859 $ 829,859 $ 2,522,287

~~Table of Contents~~

~~NOTE 10 – SUBSEQUENT EVENTS~~

~~SpeedConnect Asset Acquisition~~

Effective April 3, 2019, the Company entered into an Asset Purchase Agreement with SpeedConnect, LLC (“SpeedConnect”) to acquire substantially all of the assets of SpeedConnect. On May 7, 2019, the Company closed the transaction underlying the Asset Purchase Agreement with SpeedConnect to acquire substantially all of the assets of SpeedConnect for $2 million and the assumption of certain liabilities. The Asset Purchase Agreement required a deposit of $500,000 made in April and an additional $500,000 payment to close. The additional $500,000 was paid and all other conditions were met to effectuate the sale of substantially all of the assets of SpeedConnect to the Company. As part of the closing, the Company entered into a Promissory Note to pay SpeedConnect $1,000,000 in two equal installments of $500,000 plus applicable interest at 10% per annum with the first installment payable within 30 days of closing and the second installment payable within 60 days of closing (but no later than July 6, 2019). The Company is required to have SpeedConnect’s financial information audited for the last two years.

~~Had the acquisition occurred on January 1, 2018, condensed proforma statement of operations for the three months ended March 31, 2019 and 2018 would be as follows~~

2019 2018
Revenue $ 3,656,169 $ 4,860,635
Cost of Sales 2,789,364 2,759,446
Gross Profit $ 866,805 $ 2,101,189
Operating expenses (1,637,207 ) (2,274,711 )
Derivative expense (1,567,677 )
Interest expense (130,237 ) (30,410 )
Income taxes — —
Net Loss $ (2,468,316 ) $ (203,931 )

~~There are no revenues or expenses related to the SpeedConnect asset acquisition included in the consolidated statement of operations for the three months ended March 31, 2019.~~

~~Subsequent Issuance of Financial Instruments~~

In conjunction with the close of the SpeedConnect transaction, the Company entered into an Agreement for the Purchase and Sale of Future Receipts dated May 8, 2019 (“Future Receipts Financing Agreement”). The balance to be purchased and sold is $753,610 for which the Company received $527,000. Under the Future Receipts Financing Agreement, the Company will pay $18,840.25 per week until fully paid which is expected to be in February 2020. The Financing Agreement includes a guaranty by the CEO of the Company, Stephen Thomas.

On April 16, 2019, the Company consummated a Securities Purchase Agreement dated April 12, 2019 with Geneva Roth for the purchase of a $65,000 convertible promissory note (“Geneva Roth Second Convertible Promissory Note”). The Geneva Roth Second Convertible Promissory Note is due April 12, 2020, pays interest at the rate of 12% per annum and gives the holder the right from time to time, and at any time during the period beginning 180 days from the origination date to the maturity date or date of default to convert all or any part of the outstanding balance into common stock of the Company limited to 4.99% of the outstanding common stock of the Company. The conversion price is 61% multiplied by the average of the two lowest trading prices for the common stock during the previous 20 trading days prior to the applicable conversion date. The Geneva Roth Second Convertible Promissory Note may be prepaid in whole or in part of the outstanding balance at 125% to 140% up to 180 days from origination.

~~Table of Contents~~

~~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 March 31, 2019, we had an accumulated deficit totaling $21,784,274. This raises substantial doubts about our ability to continue as a going concern.

~~Results of Operations~~

~~For the Three Months Ended March 31, 2019 Compared to the Three Month Ended March 31, 2018~~

During the three months ended March 31, 2019, we recognized total revenues of $161,476 compared to the prior period of $250,218. We incurred decreases in revenues for our telecommunications services, equipment sales and services performed by SDM during 2019 compared to the prior period of $55,035, $22,967 and $58,062, respectively. The decreases in large part are from the inability of the Company to properly advertise and market its products from the lack of financing and profitable operations. These decreases were offset by an increase from the addition of Blue Collar’s revenues of $61,750 which acquisition occurred September 1, 2018.

Gross profit (loss) for the three months ended March 31, 2019 was $(100,892) compared to $(14,077) for the prior period. The decrease of $86,815 pertained primarily to decreases in telecommunications revenue, equipment sales and services performed by SDM. In addition, Blue Collar added loss to gross profit from the timing of several projects that they are doing.

During the three months ended March 31, 2019, we recognized $1,209,801 in expenses compared to $993,094 for the prior period. The increase of $216,707 was in large part attributable to the acquisition of Blue Collar.

Interest expense increased for the three months ended March 31, 2019 compared to the prior period by $99,827. Increases from higher interest rates and increased debt was the primary reason for the increase.

During the three months ended March 31, 2019, we recognized a net loss of $2,981,346 compared to $1,037,581 for the prior period. The increase in the loss of $1,943,765 was primarily a result of the derivative expense of $1,540,416 recorded from the fair value valuation of financial instruments entered into and from the increase in expenses from the addition of Blue Collar and the net reduction of gross profits from the decrease in revenues.

~~LIQUIDITY AND CAPITAL RESOURCES~~

Cash flows generated from operating activities were not enough to support all working capital requirements for the three months ended March 31, 2019 and 2018. Financing activities described below, have helped with working capital and other capital requirements. We incurred $2,981,346 and $1,037,581, respectively, in losses, and we used $369,477 and $250,097, respectively, in cash for operations for the three months ended March 31, 2019 and 2018. Cash flows from financing activities were $848,661 and $235,635 for the same periods. 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.

Subsequent to March 31, 2019, convertible promissory note was extended to the Company in the amount of $65,000 into convertible debt. In addition, the Company secured $527,000 in the sale of future receipts.

~~Table of Contents~~

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~~NOTE 4 – PROPERTY AND EQUIPMENT

Property and equipment and related accumulated depreciation as of June 30, 2021 and December 31, 2020 are as follows:

2021

2020

Property and equipment:

Telecommunications fiber and equipment

$ 2,652,751

$ 2,530,167

Film production equipment

369,903

369,903

Medical equipment

209,499

133,329

Office furniture and equipment

86,899

86,899

Leasehold improvements

18,679

18,679

Total property and equipment

3,337,731

3,138,977

Accumulated depreciation

(2,024,648 )

(993,380 )
Property and equipment, net

$ 2,024,648

$ 2,145,597

Depreciation expense was $319,703 and $517,367 for the six months ended June 30, 2021 and 2020, respectively.
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NOTE 5 – DEBT FINANCING ARRANGEMENTS
Financing arrangements as of June 30, 2021 and December 31, 2020 are as follows:

2021

2020

Loans and advances (1)

$ 2,744,042

$ 2,517,200

Convertible notes payable (2)

1,711,098

1,711,098

Factoring agreements (3)

687,314

635,130

Debt – third party

$ 5,142,454

$ 4,863,428

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

$ 3,043,390

$ 3,043,390

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

7,450,000

7,423,334

Convertible debt – related party (6)

922,181

922,481

Shareholder debt (7)

142,054

93,072

Debt – related party

$ 11,557,625

$ 11,482,277

Total financing arrangements

$ 16,700,079

$ 16,345,705

Less current portion:

Loans, advances and factoring agreements – third party

$ (1,678,756 )

$ (2,308,753 )
Convertible notes payable third party

(1,711,098 )

(1,711,098

Debt – related party, net of discount

(10,635,444 )

(10,559,796 )
Convertible notes payable– related party

(922,181 )

(922,481 )

(14,947,479 )

(15,502,128 )
Total long term debt

$ 1,752,600

$ 843,577

_________
(1) The terms of $40,000 of this balance are similar to that of the Line of Credit which bears interest at adjustable rates, 1 month Libor plus 2%, 2.10% as of June 30, 2021, and is secured by assets of the Company, was due August 31, 2020, as amended, and included 8,000 stock options as part of the terms which options expired December 31, 2019 (see Note 7).
$400,500 is a line of credit that Blue Collar has with a bank, bears interest at Prime plus 1.125%, 4.38% as of June 30, 2021, and was due March 25, 2021.
$360,000 is a bank loan dated May 28, 2019, amended May 20, 2021 which bears interest at Prime plus 6%, 9.25% as of June 30, 2021, is interest only for the first year following the amendment, there after beginning in June of 2022 payable monthly of principal and interest until the due date of May 1, 2024. The bank loan is collateralized by assets of the Company.
$722,220 and $680,500 represent loans under the COVID-19 Pandemic Paycheck Protection Program (“PPP”) originated in April 2020 and February 2021, respectively. The Company believes that it has used the funds as prescribed by the stimulus offerings to have the entire amounts forgiven. The Company has applied for forgiveness of the original stimulus of $722,200. The forgiveness process for stimulus funded in February 2021 has not begun. If any of the PPP loans are not forgiven then, per the PPP, the unforgiven loan amounts will be payable monthly over a five-year period of which payments are to begin no later than 10 months after the covered period as defined at a 1% annual interest rate.
On June 4, 2019, the Company consummated a Securities Purchase Agreement with Odyssey Capital Funding, LLC. (“Odyssey”) for the purchase of a $525,000 Convertible Promissory Note (“Odyssey Convertible Promissory Note”). The Odyssey Convertible Promissory Note was due June 3, 2020, paid interest at the rate of 12% ( 24% default) per annum and gave the holder the right from time to time, and at any time during the period beginning six months from the issuance date to convert all of the outstanding balance into common stock of the Company limited to 4.99% of the outstanding common stock of the Company. The conversion price was 55% multiplied by the average of the two lowest trading prices for the common stock during the previous 20 trading days prior to the applicable conversion date. The Odyssey Convertible Promissory Note could be prepaid in full at 125% to 145% up to 180 days from origination. Through June 3, 2020, Odyssey converted $49,150 of principal and $4,116 of accrued interest into 52,961,921 shares of common stock of the Company. On June 8, 2020, Odyssey agreed to convert the remaining principal and accrued interest balance on the Odyssey Convertible Promissory Note of $475,850 and $135,000, respectively, to a term loan payable in six months in the form of a balloon payment, earlier if the Company has a funding event, bearing simple interest on the unpaid balance of 0% for the first three months and then 10% per annum thereafter. This loan is in default. The Company is negotiating with Odyssey for repayment.
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Effective September 30, 2020, we entered into a Purchase Agreement by which we agreed to purchase the 500,000 outstanding Series A Preferred shares of TPT Strategic, our majority owned subsidiary, in an agreed amount of $350,000 in cash or common stock, if not paid in cash, at the five day average price preceding the date of the request for effectiveness after the filing of a registration statement on Form S-1. This was modified December 28 and 29, 2020, to provide for registration of 7,500,000 common shares for resale at the market price. Any balance due on notes will be calculated after an accounting for the net sales proceeds from sale of the stock by February 28, 2021 and may be paid in cash or stock thereafter. The Series A Preferred shares were purchased from the Michael A. Littman, Atty. Defined Benefit Plan. The $350,000 was originally recorded as a Note Payable as of December 31, 2020 but then reclassified to equity and derivative liability when the 7,500,000 shares were issued during January 2021. See Note 7 for discussion on settlement agreement with Mr. Littman for any resulting liability that may arise after the sale of these shares.
The remaining balances generally bear interest at approximately 10%, have maturity dates that are due on demand or are past due, are unsecured and are classified as current in the balance sheets.
(2) During 2017, the Company issued convertible promissory notes in the amount of $67,000 (comprised of $62,000 from two related parties and $5,000 from a former officer of CDH), all which were due May 1, 2020 and bear 6% annual interest (12% default interest rate). The convertible promissory notes are convertible, as amended, at $0.25 per share. These convertible promissory notes were not repaid May 1, 2020 and may be considered in default.
During 2019, the Company consummated Securities Purchase Agreements dated March 15, 2019, April 12, 2019, May 15, 2019, June 6, 2019 and August 22, 2019 with Geneva Roth Remark Holdings, Inc. (“Geneva Roth”) for the purchase of convertible promissory notes in the amounts of $68,000, $65,000, $58,000, $53,000 and $43,000 (“Geneva Roth Convertible Promissory Notes”). The Geneva Roth Convertible Promissory Notes are due one year from issuance, pays interest at the rate of 12% (principal amount increases 150%-200% and interest rate increases to 24% under default) per annum and gives the holder the right from time to time, and at any time during the period beginning 180 days from the origination date to the maturity date or date of default to convert all or any part of the outstanding balance into common stock of the Company limited to 4.99% of the outstanding common stock of the Company. The conversion price is 61% multiplied by the average of the two lowest trading prices for the common stock during the previous 20 trading days prior to the applicable conversion date. The Geneva Roth Convertible Promissory Notes may be prepaid in whole or in part of the outstanding balance at 125% to 140% up to 180 days from origination. Geneva Roth converted a total of $244,000 of principal and $8,680 of accrued interest through June 30, 2021 from its various Securities Purchase Agreements into 125,446,546 shares of common stock of the Company leaving no outstanding principal balances as of June 30, 2021. On February 13, 2020, the August 22, 2019 Securities Purchase Agreement was repaid for $63,284, including a premium and accrued interest.
On March 25, 2019, the Company consummated a Securities Purchase Agreement dated March 18, 2019 with Auctus Fund, LLC. (“Auctus”) for the purchase of a $600,000 Convertible Promissory Note (“Auctus Convertible Promissory Note”). The Auctus Convertible Promissory Note is due December 18, 2019, pays interest at the rate of 12% (24% default) per annum and gives the holder the right from time to time, and at any time during the period beginning 180 days from the origination date or at the effective date of the registration of the underlying shares of common stock, which the holder has registration rights for, to convert all of the outstanding balance into common stock of the Company limited to 4.99% of the outstanding common stock of the Company. The conversion price is the lessor of the lowest trading price during the previous 25 trading days prior the date of the Auctus Convertible Promissory Note or 50% multiplied by the average of the two lowest trading prices for the common stock during the previous 25 trading days prior to the applicable conversion date. The Auctus Convertible Promissory Note may be prepaid in full at 135% to 150% up to 180 days from origination. Auctus converted $33,180 of principal and $142,004 of accrued interest into 376,000,000 shares of common stock of the Company prior to June 30, 2021. 2,000,000 warrants were issued in conjunction with the issuance of this debt. See Note 7.
On June 6, 2019, the Company consummated a Securities Purchase Agreement with JSJ Investments Inc. (“JSJ”) for the purchase of a $112,000 Convertible Promissory Note (“JSJ Convertible Promissory Note”). The JSJ Convertible Promissory Note is due June 6, 2020, pays interest at the rate of 12% per annum and gives the holder the right from time to time, and at any time during the period beginning 180 days from the origination date to convert all of the outstanding balance into common stock of the Company limited to 4.99% of the outstanding common stock of the Company. The conversion price is the lower of the market price, as defined, or 55% multiplied by the average of the two lowest trading prices for the common stock during the previous 20 trading days prior to the applicable conversion date. The JSJ Convertible Promissory Note may be prepaid in full at 135% to 150% up to 180 days from origination. JSJ converted $43,680 of principal into 18,500,000 shares of common stock of the Company prior to June 30, 2021. In addition, on February 25, 2020 the Company repaid for $97,000, including a premium and accrued interest, for all remaining principal and accrued interest balances as of that day. 333,333 warrants were issued in conjunction with the issuance of this debt. See Note 7.
On June 11, 2019, the Company consummated a Securities Purchase Agreement with EMA Financial, LLC. (“EMA”) for the purchase of a $250,000 Convertible Promissory Note (“EMA Convertible Promissory Note”). The EMA Convertible Promissory Note is due June 11, 2020, pays interest at the rate of 12% (principal amount increases 200% and interest rate increases to 24% under default) per annum and gives the holder the right from time to time to convert all of the outstanding balance into common stock of the Company limited to 4.99% of the outstanding common stock of the Company. The conversion price is 55% multiplied by the lowest traded price for the common stock during the previous 25 trading days prior to the applicable conversion date. The EMA Convertible Promissory Note may be prepaid in full at 135% to 150% up to 180 days from origination. Prior to June 30, 2021, EMA converted $35,366 of principal into 147,700,000 shares of common stock of the Company. 1,000,000 warrants were issued in conjunction with the issuance of this debt. See Note 7.
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The Company is in default under its derivative financial instruments and received notice of such from Auctus and EMA for not reserving enough shares for conversion and for not having filed a Form S-1 Registration Statement with the Securities and Exchange Commission. It was the intent of the Company to pay back all derivative securities prior to the due dates but that has not occurred in the case of Auctus or EMA. As such, the Company is currently in negotiations with Auctus and EMA relative to extending due dates and changing terms on the Notes. The Company has been named in a lawsuit by EMA for failing to comply with a Securities Purchase Agreement entered into in June 2019. See Note 8 Other Commitments and Contingencies.
On February 14, 2020, the Company agreed to a Secured Promissory Note with a third party for $90,000. The Secured Promissory Note was secured by the assets of the Company and was due June 14, 2020 or earlier in case the Company is successful in raising other monies and carried an interest charge of 10% payable with the principal. The Secured Promissory Note was also convertible at the option of the holder into an equivalent amount of Series D Preferred Stock. The Secured Promissory Note also included a guaranty by the CEO of the Company, Stephen J. Thomas III. This Secured Promissory Note was paid off in June 2020, including $9,000 of interest in June and $1,000 in July 2020.
(3) The Factoring Agreement with full recourse, due February 29, 2020, as amended, was established in June 2016 with a company that is controlled by a shareholder and is personally guaranteed by an officer of the Company. The Factoring Agreement is such that the Company pays a discount of 2% per each 30-day period for each advance received against accounts receivable or future billings. The Company was advanced funds from the Factoring Agreement for which $101,244 and $101,244 in principal remained unpaid as of June 30, 2021 and December 31, 2020, respectively.
On May 8, 2019, the Company entered into a factoring agreement with Advantage Capital Funding (“2019 Factoring agreement”). $500,000, net of expenses, was funded to the Company with a promise to pay $18,840 per week for 40 weeks until a total of $753,610 is paid which occurred in February 2020.
On February 21, 2020, the Company entered into an Agreement for the Purchase and Sale of Future Receipts (“2020 Factoring Agreement”). The balance to be purchased and sold is $716,720 for which the Company received $500,000, net of fees. Under the 2020 Factoring Agreement, the Company was to pay $14,221 per week for 50 weeks at an effective interest rate of approximately 43% annually. However, due to COVID-19 the payments under the 2020 Factoring Agreement were reduced temporarily, to between $9,000 and $11,000 weekly. All deferred payments, $39,249 as of June 30, 2021, were subsequently paid.
On November 13, 2020, the Company entered into an Agreement for the Purchase and Sale of Future Receipts (“2020 NewCo Factoring Agreement”). The balance to be purchased and sold is $326,400 for which the Company received $232,800, net of fees. Under the 2020 NewCo Factoring Agreement, the Company was to pay $11,658 per week for 28 weeks at an effective interest rate of approximately 36% annually. The 2020 NewCo Factoring Agreement has been paid back in total.
On December 11, 2020, the Company entered into an Agreement for the Purchase and Sale of Future Receipts with Samson MCA LLC (“Samson Factoring Agreement”). The balance to be purchased and sold is $162,500 for which the Company received $118,625, net of fees. Under the Samson Factoring Agreement, the Company was to pay $8,125 per week for 20 weeks at an effective interest rate of approximately 36%. The Samson Factoring Agreement has been paid back in total.
On December 11, 2020, the Company entered into a consolidation agreement for the Purchase and Sale of Future Receipts with QFS Capital (“QFS Factoring Agreement”). The balance to be purchased and sold is $976,918 for which the Company receives weekly payments of $29,860 for 20 weeks and then $21,978 for 4 weeks and then $11,669 in the last week of receipts all totaling $696,781 net of fees. During the same time, the Company is required to pay weekly $23,087 for 42 weeks at an effective interest rate of approximately 36% annually. The QFS Factoring Agreement includes a guaranty by the CEO of the Company, Stephen J. Thomas III.
On June 7 and June 14, 2021, the Company entered into two Agreements for the Purchase and Sale of Future Receipts (“NewCo Factoring Agreements”). The balance to be purchased and sold is $199,500 each for which the Company received $144,750 each, net of fees. Under the NewCo Factoring Agreement, the Company is to pay $5,542 each per week for 36 weeks at an effective interest rate of approximately 36% annually. The NewCo Factoring Agreements include a guaranty by the CEO of the Company, Stephen J. Thomas III.
On June 28, 2021, the Company entered into an Agreement for the Purchase and Sale of Future Receipts (“NewCo Factoring Agreement #3”). The balance to be purchased and sold is $133,000 for which the Company received $100,000. Under the NewCo Factoring Agreement, the Company is to pay $3,695 per week for 36 weeks at an effective interest rate of approximately 36% annually. The NewCo Factoring Agreement #3 includes a guaranty by the CEO of the Company, Stephen J. Thomas III.
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(4) The Line of Credit originated with a bank and was secured by the personal assets of certain shareholders of Copperhead Digital. During 2016, the Line of Credit was assigned to the Copperhead Digital shareholders, who subsequent to the Copperhead Digital acquisition by TPTG became shareholders of TPTG, and the secured personal assets were used to pay off the bank. The Line of Credit bears a variable interest rate based on the 1 Month LIBOR plus 2.0%,2.14% as of June 30, 2021, is payable monthly, and is secured by the assets of the Company. 1,000,000 shares of Common Stock of the Company have been reserved to accomplish raising the funds to pay off the Line of Credit. Since assignment of the Line of Credit to certain shareholders, which balance on the date of assignment was $2,597,790, those shareholders have loaned the Company $445,600 under the similar terms and conditions as the line of credit but most of which were also given stock options totaling $85,120 which expired as of December 31, 2019 (see Note 8) and was due, as amended, August 31, 2020. The Company is in negotiations to refinance this Line of Credit.
During the years ended December 31, 2019 and 2018, those same shareholders and one other have loaned the Company money in the form of convertible loans of $136,400 and $537,200, respectively, described in (2) and (6).
(5) $350,000 represents cash due to the prior owners of the technology acquired in December 2016 from the owner of the Lion Phone which is due to be paid as agreed by TPTG and the former owners of the Lion Phone technology and has not been determined.
$4,000,000 represents a promissory note included as part of the consideration of ViewMe Live technology acquired in 2017, later agreed to as being due and payable in full, with no interest with $2,000,000 from debt proceeds and the remainder from proceeds from the second Company public offering.
$1,000,000 represents a promissory note which was entered into on May 6, 2020 for the acquisition of Media Live One Platform from Steve and Yuanbing Caudle for the further development of software. This was expensed as research and development in 2020. This $1,000,000 promissory note is non-interest bearing, due after funding has been received by the Company from its various investors and other sources. Mr. Caudle is a principal with the Company’s ViewMe technology.
On September 1, 2018, the Company closed on its acquisition of Blue Collar. Part of the acquisition included a promissory note of $1,600,000 and interest at 3% from the date of closure. The promissory note is secured by the assets of Blue Collar.
$500,000 represents a Note Payable related to the acquisition of 75% of Aire Fitness, payable by February 1, 2021 or as mutually agreed out of future capital raising efforts or net profits. The Note Payable has not been paid and does not accrue interest.
(6) During 2016, the Company acquired SDM which consideration included a convertible promissory note for $250,000 due February 29, 2019, as amended, does not bear interest, unless delinquent in which the interest is 12% per annum, and is convertible into common stock at $1.00 per share. The SDM balance is $182,381 as of June 30, 2021. As of June 30, 2021, this convertible promissory note is delinquent.
During 2018, the Company issued convertible promissory notes in the amount of $537,200 to related parties and $10,000 to a non-related party which bear interest at 6% (11% default interest rate), are due 30 months from issuance and are convertible into Series C Preferred Stock at $1.00 per share.
(7) The shareholder debt represents funds given to TPTG or subsidiaries by officers and managers of the Company as working capital. There are no written terms of repayment or interest that is being accrued to these amounts and they will only be paid back, according to management, if cash flows support it. They are classified as current in the balance sheets.
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During the year ended December 31, 2020, the holders of approximately $4,700,000 of existing financing arrangements agreed to exchange their debt and accrued interest for Series D Preferred Stock through a separate $12 Million Private Placement of Series D Preferred Stock (“$12 Million Private Placement”), conditioned on the Company raising at least $12,000,000. To date, this condition has not been met.
See Lease financing arrangements in Note 8.
NOTE 6 -DERIVATIVE FINANCIAL INSTRUMENTS
The Company previously adopted the provisions of ASC subtopic 825-10, Financial Instruments (“ASC 825-10”). ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.
The derivative liability as of June 30, 2021, in the amount of $4,783,379 has a level 3 classification under ASC 825-10.
The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities as of June 30, 2021.

Debt Derivative Liabilities

Balance, December 31, 2019

$ 8,836,514

Change in derivative liabilities from conversion of notes payable

(1,144,290 )
Change in derivative liabilities from the Odyssey conversion to a term loan

(1,286,762 )
Change in fair value of derivative liabilities for the period – derivative expense

(1,140,323
)
Balance, December 31, 2020

$ 5,265,139

Initial fair value of derivative liabilities during the period

77,897

Reclassification of certain derivative liabilities

(185,108 )
Change in fair value of derivative liabilities for period – derivative expense

(374,549 )
Balance, June 30, 2021

$ 4,783,379

Convertible notes payable and warrant derivatives – The Company issued convertible promissory notes which are convertible into common stock, at holders’ option, at a discount to the market price of the Company’s common stock. The Company has identified the embedded derivatives related to these notes relating to certain anti-dilutive (reset) provisions. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of debenture and to fair value as of each subsequent reporting date.
As of June 30, 2021, the Company marked to market the fair value of the debt derivatives and determined a fair value of $4,783,379 ($4,774,388 from the convertible notes and $8,991 from warrants) in Note 5 (2) above. The Company recorded a gain from change in fair value of debt derivatives of $374,549 for the six months ended June 30, 2021. The fair value of the embedded derivatives was determined using Monte Carlo simulation method based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 129.2% to 292.3%, (3) weighted average risk-free interest rate of 0.5% to 0.46% (4) expected life of 0.25 to 2.947 years, and (5) the quoted market price of $0.039 to $0.039 for the Company’s common stock.
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NOTE 7 - STOCKHOLDERS' DEFICIT
Preferred Stock
As of June 30, 2021, we had authorized 100,000,000 shares of Preferred Stock, of which certain shares had been designated as Series A Preferred Stock, Series B Preferred Stock, Series C and Series D Preferred Stock.
During the prior year ended December 31, 2020, the Series A Preferred Stock and the Series B Preferred Stock were reclassified as mezzanine equity as a result of the Company not having enough authorized common shares to be able to issue common shares upon their conversion. The Series C and D Preferred Stock are also classified as mezzanine equity for the same reason.
Series A Convertible Preferred Stock
In February 2015, the Company designated 1,000,000 shares of Preferred Stock as Series A Preferred Stock. In February 2015, the Board of Directors authorized the issuance of 1,000,000 shares of Series A Preferred Stock to Stephen Thomas, Chairman, CEO and President of the Company, valued at $3,117,000 for compensation expense.
The Series A Preferred Stock was designated in February 2016, has a par value of $.001, is redeemable at the Company’s option at $100 per share, is senior to any other class or series of outstanding Preferred Stock or Common Stock and does not bear dividends. The Series A Preferred Stock has a liquidation preference immediately after any Senior Securities, as defined and amended, of an amount equal to amounts payable owing, including contingency amounts where Holders of the Series A have personally guaranteed obligations of the Company. Holders of the Series A Preferred Stock shall, collectively have the right to convert all of their Series A Preferred Stock when conversion is elected into that number of shares of Common Stock of the Company, determined by the following formula: 60% of the issued and outstanding Common Shares as computed immediately after the transaction for conversion. For further clarification, the 60% of the issued and outstanding common shares includes what the holders of the Series A Preferred Stock may already hold in common shares at the time of conversion. The Series A Preferred Stock, collectively, shall have the right to vote as if converted prior to the vote to a number of shares equal to 60% of the outstanding Common Stock of the Company.
During the year ended December 31, 2020, the Series A Preferred Stock was reclassified as mezzanine equity as a result of the Company not having enough authorized common shares to be able to issue common shares upon their conversion.
Series B Convertible Preferred Stock
In February 2015, the Company designated 3,000,000 shares of Preferred Stock as Series B Convertible Preferred Stock.
The Series B Preferred Stock was designated in February 2015, has a par value of $.001, is not redeemable, is senior to any other class or series of outstanding Preferred Stock, except the Series A Preferred Stock, or Common Stock and does not bear dividends. The Series B Preferred Stock has a liquidation preference immediately after any Senior Securities, as defined and currently the Series A Preferred Stock, and of an amount equal to $2.00 per share. Holders of the Series B Preferred Stock have a right to convert all or any part of the Series B Preferred Shares and will receive and equal number of common shares at the conversion price of $2.00 per share. The Series B Preferred Stockholders have a right to vote on any matter with holders of Common Stock and shall have a number of votes equal to that number of Common Shares on a one to one basis.
There are 2,588,693 shares of Series B Convertible Preferred Stock outstanding as of June 30, 2021. During the year ended December 31, 2020, the Series B Preferred Stock was reclassified as mezzanine equity as a result of the Company not having enough authorized common shares to be able to issue common shares upon their conversion.
Series C Convertible Preferred Stock
In May 2018, the Company designated 3,000,000 shares of Preferred Stock as Series C Convertible Preferred Stock.
The Series C Preferred Stock has a par value of $.001, is not redeemable, is senior to any other class or series of outstanding Preferred Stock, except the Series A and Series B Preferred Stock, or Common Stock and does not bear dividends. The Series C Preferred Stock has a liquidation preference immediately after any Senior Securities, as defined and currently the Series A and B Preferred Stock, and of an amount equal to $2.00 per share. Holders of the Series C Preferred Stock have a right to convert all or any part of the Series C Preferred Shares and will receive an equal number of common shares at the conversion price of $0.15 per share. The Series C Preferred Stockholders have a right to vote on any matter with holders of Common Stock and shall have a number of votes equal to that number of Common Shares on a one to one basis.
There are no shares of Series C Convertible Preferred Stock outstanding as of June 30, 2021. There are approximately $678,500 in convertible notes payable convertible into Series C Convertible Preferred Stock which compromise some of the common stock equivalents calculated in Note 1.
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Series D Convertible Preferred Stock
On June 15, 2020, the Company amended its Series D Designation from January 14, 2020. This Amendment changed the number of shares to 10,000,000 shares of the authorized 100,000,000 shares of the Company's $0.001 par value preferred stock as the Series D Convertible Preferred Stock (“the Series D Preferred Shares.”)
Series D Preferred shares have the following features: (i) 6% Cumulative Annual Dividends payable on the purchase value in cash or common stock of the Company at the discretion of the Board and payment is also at the discretion of the Board, which may decide to cumulate to future years; (ii) Any time after 18 months from issuance an option to convert to common stock at the election of the holder @ 80% of the 30 day average market closing price (for previous 30 business days) divided into $5.00. ; (iii) Automatic conversion of the Series D Preferred Stock shall occur without consent of holders upon any national exchange listing approval and the registration effectiveness of common stock underlying the conversion rights. The automatic conversion to common from Series D Preferred shall be on a one for one basis, which shall be post-reverse split as may be necessary for any Exchange listing (iv) Registration Rights – the Company has granted Piggyback Registration Rights for common stock underlying conversion rights in the event it files any other Registration Statement (other than an S-1 that the Company may file for certain conversion common shares for the convertible note financing that was arranged and funded in 2019). Further, the Company will file, and pursue to effectiveness, a Registration Statement or offering statement for common stock underlying the Automatic Conversion event triggered by an exchange listing. (v) Liquidation Rights - $5.00 per share plus any accrued unpaid dividends – subordinate to Series A, B, and C Preferred Stock receiving full liquidation under the terms of such series. The Company has redemption rights for the first year following the Issuance Date to redeem all or part of the principal amount of the Series D Preferred Stock at between 115% and 140%.
During the six months ended June 30, 2021, 46,649 shares of Series D Preferred Share were purchased for $233,244 of which Stephen Thomas, CEO of the Company, acquired 36,649 for $183,244. The remainder of the shares purchased as of June 30, 2021 were purchased by a third party.
During the year ended December 31, 2020, the related party holders of approximately $4,700,000 of existing financing arrangements agreed to exchange their debt and accrued interest for 940,800 Series D Preferred Stock through a separate $12 Million Private Placement of Series D Preferred Stock (“$12 Million Private Placement”), conditioned on the Company raising at least $12,000,000. To date, this condition has not been met.
Common Stock
As of June 30, 2021, we had authorized 1,000,000,000 shares of Common Stock, of which 879,029,038 common shares are issued and outstanding.
Common Stock Purchase Agreement
On May 28, 2021, the Company entered into a Common Stock Purchase Agreement (“Purchase Agreement”) and Registration Rights Agreement (“Registration Rights Agreement”) with White Lion Capital, LLC, a Nevada limited liability company (“White Lion”). Under the terms of the Purchase Agreement, White Lion agreed to provide the Company with up to $5,000,000 upon effectiveness of a registration statement on Form S-1 (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (the “Commission”). A Form S-1 was filed on June 30, 2021 regarding this transaction. Subsequent Amendments to Forms S-1 related to this transaction were filed on July 6, 2021 and July 14, 2021. The registrations statement was declared effective July 19, 2021.
The Company has the discretion to deliver purchase notice to White Lion and White Lion will be obligated to purchase shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) based on the investment amount specified in each purchase notice. The maximum amount of the Purchase Notice shall be the lesser of: (i) 200% of the Average Daily Trading Volume or (ii) the Investment Limit divided by the highest closing price of the Common Stock over the most recent five (5) Business Days including the respective Purchase Date. Notwithstanding the forgoing, the Investor may waive the Purchase Notice Limit at any time to allow the Investor to purchase additional shares under a Purchase Notice. Pursuant to the Purchase Agreement, White Lion and its affiliates will not be permitted to purchase and the Company may not put shares of the Company’s Common Stock to White Lion that would result in White Lion’s beneficial ownership equaling more than 9.99% of the Company’s outstanding Common Stock. The price of each purchase share shall be equal to eighty-five percent (85%) of the Market Price (as defined in the Purchase Agreement). Purchase Notices may be delivered by the Company to White Lion until the earlier of seven (7) months (until December 31, 2021) or the date on which White Lion has purchased an aggregate of $5,000,000 worth of Common Stock under the terms of the Purchase Agreement.
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In August 2021, the Company has given purchase notices for 9,000,000 shares of common stock under the Purchase Agreement and has received proceeds of $83,420, net of expenses. There are another 10,000,000 shares that have been moved to escrow in the name of White Lion waiting for the next purchase notice.
Subscription (Receivable) Payable
As of June 30, 2021, the Company has recorded $(3,265) in stock subscription receivable which represents shares receivable under prior terminated acquisition agreement of 3,096,181 shares of common stock.
During 2018, a note payable of $2,000 was forgiven for 16,667 common shares. 2,000 of these shares were issued during the year ended December 31, 2020. The remainder were issued during the six months ended June 30, 2021.
During the year ended December 31, 2020, the Company signed consulting agreements related to their activities with TPT Global Tech and TPT MedTech with three third parties for which we agreed to issue 4,450,000 shares of restricted common stock. 300,000 of these shares were valued at fair value and expensed in the statement of operations for $16,200. The other 4,150,000 shares were value at their value of $275,975 which is being amortized over 10 months of service starting on the date of the agreement of September 1, 2020. $165,586 has been amortized into the statement of operations for the six months ended June 30, 2021.
In 2018, Arkady Shkolnik and Reginald Thomas (family member of CEO) were added as members of the Board of Directors. In accordance with agreements with the Company for his services as a director, Mr. Shkolnik is to receive $25,000 per quarter and 5,000,000 shares of restricted common stock valued at approximately $692,500 vesting quarterly over twenty-four months. The quarterly cash payments of $25,000 will be paid in unrestricted common shares if the Company has not been funded adequately to make such payments. Mr. Thomas is to receive $10,000 per quarter and 1,000,000 shares of restricted common stock valued at approximately $120,000 vesting quarterly over twenty-four months. The quarterly payment of $10,000 may be suspended by the Company if the Company has not been adequately funded. As of June 30, 2021, $215,500 and $75,000 has been accrued as accounts payable in the balance sheet for Mr. Shkolnik and Mr. Thomas, respectively. For the six months ended June 30, 2021 and 2020, $0 and $203,124, respectively, have been expensed under these agreements.
Effective November 1, 2017, the Company entered into an agreement to acquire Hollywood Rivera, LLC (“HRS”). In March 2018, the HRS acquisition was rescinded and 3,625,000 shares of common stock, which were issued as part of the transaction, are being returned by the recipients. As such, as of June 30, 2021 the 3,265,000 shares for the HRS transaction are reflected as subscriptions receivable based on their par value.
Common Stock Issued During Six Months ended June 30, 2021
Effective September 30, 2020, we entered into a Purchase Agreement by which we agreed to purchase the 500,000 outstanding Series A Preferred shares of InnovaQor, Inc., our majority owned subsidiary, in an agreed amount of $350,000 in cash or common stock, if not paid in cash, at the five day average price preceding the date of the request for effectiveness after the filing of a registration statement on Form S-1. This was modified December 28 and 29, 2020, to provide for registration of 7,500,000 common shares for resale at the market price. Any balance due on notes will be calculated after an accounting for the net sales proceeds from sale of the stock by February 28, 2021 and may be paid in cash or stock thereafter. The Series A Preferred shares are being purchased from the Michael A. Littman, Atty. Defined Benefit Plan.
Effective September 30, 2020, we entered into a Settlement Agreement to settle outstanding legal fees due to date in the amount of $74,397 (as assigned to the Michael A. Littman Atty. Defined Benefit Plan.) The number of shares to be issued in consideration is to be computed at the five day average price as specified under Rule 474 under the Securities Act of 1933 for the 5 days preceding the date of the request for acceleration of the effective date of this registration of our common shares to be issued. (This may also be fully settled by payment of the sum of $74,397 in cash at any time prior to the issuance of the shares of stock of the Company.) This was modified December 28 and 29, 2020, to provide for registration of 7,500,000 common shares for resale at the market price. Any balance due on notes will be calculated after an accounting for the net sales proceeds from sale of the stock by February 28, 2021 and may be paid in cash or stock thereafter.
The 7,500,000 shares identified in these agreements with Mr. Littman were issued during the six months ended June 30, 2021 and included in a Form S-1 filed and declared effective in January 2021. We were informed by Mr. Littman that all the shares issued under these agreements have been sold resulting in a shortfall of $185,107 which has been included in accounts payable at June 30, 2021.
Another 5,964,667 common shares were issued during the six months ended June 30, 2021 which primarily related to services rendered for consulting arrangements with the Company. During the three and six months ended June 31, 2021, $127,441 and $209,685 were included in the statement of operations as expenses related to these stock issuances.
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Stock Options

Options Outstanding

Vested

Vesting Period

Exercise Price Outstanding and Exercisable

Expiration Date

December 31, 2019

3,000,000

3,000,000

12 to 18 months

$ 0.10

3-1-20 to 3-21-21

Expired

(2,000,000 )

December 31, 2020

1,000,000

1,000,000

12 months

$ 0.10

3-21-21

Expired

(1,000,000 )

June 30, 2021

-

-

-

0

-

Warrants
As of June 30, 2021, there were 3,333,333 warrants outstanding that expire in five years or in the year ended December 31, 2024. As part of the Convertible Promissory Notes payable – third party issuance in Note 5, the Company issued 3,333,333 warrants to purchase 3,333,333 common shares of the Company at 70% of the current market price. Current market price means the average of the three lowest trading prices for our common stock during the ten-trading day period ending on the latest complete trading day prior to the date of the respective exercise notice.
The warrants issued were considered derivative liabilities valued at $8,991 of the total $4,783,379 derivative liabilities as of June 30, 2021. See Note 6.
Common Stock Reservations
The Company has reserved 1,000,000 shares of Common Stock of the Company for the purpose of raising funds to be used to pay off debt described in Note 5.
We have reserved 20,000,000 shares of Common Stock of the Company to grant to certain employee and consultants as consideration for services rendered and that will be rendered to the Company.
There are Transfer Agent common stock reservations that have been approved by the Company relative to the outstanding derivative financial instruments, the outstanding Form S-1 Registration Statement and general treasury of approximately 90,000,000 common shares.
Non-Controlling Interests
QuikLAB Mobile Laboratories
In July and August 2020, the Company formed Quiklab 1 LLC, QuikLAB 2, LLC, QuikLAB 3, LLC and QuikLAB 4, LLC. It is the intent to use these entities as vehicles into which third parties would invest and participate in owning QuikLAB Mobile Laboratories. As of December 31, 2020, Quiklab 1 LLC, QuikLAB 2, LLC and QuikLAB 3, LLC have received an investment of $460,000, of which Stephen Thomas and Rick Eberhardt, CEO and COO of the Company, have invested $100,000 in QuikLAB 2, LLC. The third party investors and Mr. Thomas and Mr. Eberhart, will benefit from owning 20% of QuikLAB Mobile Laboratories specific to their investments. The Company owns the other 80% ownership in the QuickLAB Mobile Laboratories. The net loss attributed to the non-controlling interests from the QuikLAB Mobile Laboratories included in the statement of operations for the three and six months ended June 30, 2021 is $18,841 and $40,223, repectively.
Other Non-Controlling Interests
TPT Strategic, Aire Fitness and TPT Asia are other non-controlling interests in which the Company owns 94%, 75% and 78%, respectively. There is very little activity in any of these entities. The net loss attributed to these non-controlling interests included in the statement of operations for the three and six months ended June 30, 2021 is $23,407 and $29,051, respectively.
TPT Strategic did a reverse merger with Southern Plains of which there ended up being a non-controlling interest ownership of 6% as of December 31, 2020. As a result, $219,058 in the non-controlling interest in liabilities of a license agreement valued at $3,500,000 was reflected in the consolidated balance sheet as of December 31, 2020. This was reversed during the six months ended June 30, 2021 when the liabilities under the license agreement were terminated by mutual agreement.
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NOTE 8 - COMMITMENTS AND CONTINGENCIES
Accounts Payable and Accrued Expenses
Accounts payable:

2021

2020

Related parties (1)

$ 1,342,038

$ 1,339,352

General operating

5,508,346

3,965,135

Accrued interest on debt (2)

1,721,047

1,328,939

Credit card balances

173,406

173,972

Accrued payroll and other expenses

217,178

296,590

Taxes and fees payable

641,555

641,012

Unfavorable lease liability

60,582

121,140

Total

$ 9,664,153

$ 7,866,140

_______________
(1)
Relates to amounts due to management and members of the Board of Directors according to verbal and written agreements that have not been paid as of period end.
(2)
Portion relating to related parties is $785,559 and $679,380 for June 30, 2021 and December 31, 2020, respectively
Operating lease obligations
The Company adopted Topic 842 on January 1, 2019. The Company elected to adopt this standard using the optional modified retrospective transition method and recognized a cumulative-effect adjustment to the consolidated balance sheet on the date of adoption. Comparative periods have not been restated. With the adoption of Topic 842, the Company’s consolidated balance sheet now contains the following line items: Operating lease right-of-use assets, Current portion of operating lease liabilities and Operating lease liabilities, net of current portion.
As all the existing leases subject to the new lease standard were previously classified as operating leases by the Company, they were similarly classified as operating leases under the new standard. The Company has determined that the identified operating leases did not contain non-lease components and require no further allocation of the total lease cost. Additionally, the agreements in place did not contain information to determine the rate implicit in the leases, so we used our estimated incremental borrowing rate as the discount rate. Our weighted average discount rate is 10.0% and the weighted average lease term of 4.54 years.
We have various non-cancelable lease agreements for certain of our tower locations with original lease periods expiring between 2021 and 2044. Our lease terms may include options to extend or terminate the lease when it is reasonably certain we will exercise that option. Certain of the arrangements contain escalating rent payment provisions. Our Michigan main office lease and an equipment lease described below and leases with an initial term of twelve months have not been recorded on the consolidated balance sheets. We recognize rent expense on a straight-line basis over the lease term.
As of June 30, 2021 and December 31, 2020, operating lease liabilities arising from operating leases were $6,592,385 and $5,555,674, respectively. During the six months ended June 30, 2021, cash paid for amounts included for the measurement of lease liabilities was $565,506 and the Company recorded lease expense in the amount of $1,370,787 in cost of sales.
The Company entered into an operating lease agreement for location rights for certain QuikLABS. The operating lease agreement started October 1, 2020 and goes for three years at $9,798 per month. In addition, the Company entered an operating agreement to lease colocation space for 5 years. This operating agreement started October 1, 2020 for 7,140 per month.
The following is a schedule showing the future minimum lease payments under operating leases by years and the present value of the minimum payments as of June 30, 2021.
2021

$ 2,703,312

2022

1,855,230

2023

1,290,039

2024

960,126

2025

601,834

Thereafter

157,306

Total operating lease liabilities

7,567,849

Amount representing interest

(975,464 )
Total net present value

$ 6,592,385

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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 $1,500 and $15,000 in rent and utility payments for this space for the six months ended June 30, 2021 and 2020, respectively.
Financing lease obligations
Future minimum lease payments are as follows:
2021

$ 864,025

2022

10,780

2023

0

2024

0

2025

0

Thereafter

0

Total financing lease liabilities

874,805

Amount representing interest

(23,246 )
Total future payments (1)(2)

$ 851,559

____________________
(1)
Included is a Telecom Equipment Lease is with an entity owned and controlled by shareholders of the Company and was due August 31, 2020, as amended.
(2)
Also included are leases under Xroads Equipment Agreements with a third party that allows the Company to pay between $10,780 and $11,288 per month, including interest, starting between November 16, 2020 and February 22, 2021 for eleven months with a $1 value acquisition price at the termination of the leases.
Other Commitments and Contingencies
Employment Agreements
The Company has employment agreements with certain employees of SDM, K Telecom and Aire Fitness. The agreements are such that SDM, K Telecom and Aire Fitness, on a standalone basis in each case, must provide sufficient cash flow to financially support the financial obligations within the employment agreements.
On May 6, 2020, the Company entered into an agreement to employ Ms. Bing Caudle as Vice President of Product Development of the Media One Live platform for an annual salary of $250,000 for five years, including customary employee benefits. The payment is guaranteed for five years whether or not Ms. Caudle is dismissed with cause.
Litigation
We have been named in a lawsuit by EMA Financial, LLC (“EMA”) for failing to comply with a Securities Purchase Agreement entered into in June 2019. More specifically, EMA claims the Company failed to honor notices of conversion, failed to establish and maintain share reserves, failed to register EMA shares and by failed to assure that EMA shares were Rule 144 eligible within 6 months. EMA has claimed in excess of $650,975 in relief. The Company has filed an answer and counterclaim. The Company does not believe at this time that any negative outcome would result in more than the $725,452 it has recorded on its balance sheet as of June 30, 2021.
A lawsuit was filed in Michigan by the one of the former owners of SpeedConnect, LLC, John Ogren. Mr. Ogren claimed he was owed back wages related to the acquisition agreement wherein the Company acquired the assets of SpeedConnect, LLC and kept him on through a consulting agreement. The Company’s position was that he ultimately resigned in writing and was not due any back wages. In August 2021, Mr. Ogren was awarded $334,908 in back wages by an Arbitrator. This amount has been included in accounts payable as of June 30, 2021 and expensed in the statement of operations as other expenses in the six months ended June 30, 2021.
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The Company has been named in a lawsuit, Robert Serrett vs. TruCom, Inc., by a former employee who was terminated by management in 2016. The employee was working under an employment agreement but was terminated for breach of the agreement. The former employee is suing for breach of contract and is seeking around $75,000 in back pay and benefits. We recently learned that Mr. Serrett received a default judgement in Texas on May 15, 2018 for $70,650 plus $3,500 in attorney fees and 5% interest and court costs. However, he has made no attempt that we are aware of to obtain a sister state judgment in Arizona, where Trucom resides, or to try and enforce the judgement and collect. Management believes it has good and meritorious defenses and does not belief the outcome of the lawsuit will have any material effect on the financial position of the Company.
We are not currently involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect. We anticipate that we (including current and any future subsidiaries) will from time to time become subject to claims and legal proceedings arising in the ordinary course of business. It is not feasible to predict the outcome of any such proceedings and we cannot assure that their ultimate disposition will not have a materially adverse effect on our business, financial condition, cash flows or results of operations.
Customer Contingencies
The Company has collected $338,725 from one customer in excess of amounts due from that customer in accordance with the customer’s understanding of the appropriate billings activity. The customer has filed a written demand for repayment by the Company of these amounts. Management believes that the customer agreement allows them to keep the amounts under dispute. Given the dispute, the Company has reflected the amounts in dispute as a customer liability on the consolidated balance sheet as of June 30, 2021 and December 31, 2020.
Stock Contingencies
The Company has convertible debt, preferred stock, options and warrants outstanding for which common shares would be required to be issued upon exercise by the holders. As of June 30, 2021, the following shares would be issued:
Convertible Promissory Notes
421,447,906
Series A Preferred Stock (1)
1,279,184,625
Series B Preferred Stock
2,588,693
Series D Preferred Stock (2)
21,050,993
Stock Options and Warrants
3,333,333
1,727,605,549
___________
(1)
Holder of the Series A Preferred Stock which is Stephen J. Thomas, is guaranteed 60% of outstanding common stock upon conversion. The Company would have to authorize additional shares for this to occur as only 1,000,000,000 shares are currently authorized.
(2)
Holders of the Series D Preferred Stock may decide after 18 months to convert to common stock @ 80% 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 on a one for one basis.
During the fourth quarter of 2020, the related party holders of approximately $4,700,000 of existing financing arrangements agreed to exchange their debt and accrued interest for Series D Preferred Stock through a separate $12 Million Private Placement, conditioned on the Company raising at least $12,000,000 in a separate Form 1-A Offering.
Part of the consideration in the acquisition of Aire Fitness was the issuance of 500,000 restricted common shares of the Company vesting and issuable after the common stock reaches at least a $1.00 per share closing price in trading. To date, this has not occurred but may happen in the future upon which the Company will issue 500,000 common shares to the non-controlling interest owners of Aire Fitness.
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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 $1,342,038 and $1,339,352, respectively, as of June 30, 2021 and December 31, 2020 related to amounts due to employees, management and members of the Board of Directors according to verbal and written agreements that have not been paid as of period end which are included in accounts payable and accrued expenses on the balance sheet. See Note 8.
As is mentioned in Note 7, Reginald Thomas was appointed to the Board of Directors of the Company in August 2018. Mr. Thomas is the brother to the CEO Stephen J. Thomas III. According to an agreement with Mr. Reginald Thomas, he is to receive $10,000 per quarter and 1,000,000 shares of restricted common stock valued at approximately $120,000 vesting quarterly over twenty-four months. The quarterly payment of $10,000 may be suspended by the Company if the Company has not been adequately funded.
Leases
See Note 8 for office lease used by CEO.
Debt Financing and Amounts Payable
As of June 30, 2021, there are amounts due to management/shareholders included in financing arrangements, of which $88,520 is payable from the Company to Stephen J. Thomas III, CEO of the Company. See note 5.
Revenue Transactions and Accounts Receivable
During the six months ended June 30, 2021, Blue Collar provided production services to an entity controlled by the Blue Collar CEO (355 LA, LLC or “355”) for which it recorded revenues of $0 and $235,149, respectively, and had accounts receivable outstanding as of June 30, 2021 and December 31, 2020 of $0 and $0, respectively, which is included in accounts receivable on the consolidated balance sheet. 355 was formed in October 2019 by the CEO of Blue Collar for the purpose of production of certain additional footage for a 355 customer. 355 has opportunity to engage with other production relationships outside of using Blue Collar.
Other Agreements
On April 17, 2018, the CEO of the Company, Stephen Thomas, signed an agreement with New Orbit Technologies, S.A.P.I. de C.V., a Mexican corporation, (“New Orbit”), majority owned and controlled by Stephen Thomas, related to a license agreement for the distribution of TPT licensed products, software and services related to Lion Phone and ViewMe Live within Mexico and Latin America (“License Agreement”). The License Agreement provides for New Orbit to receive a fully paid-up, royalty-free, non-transferable license for perpetuity with termination only under situations such as bankruptcy, insolvency or material breach by either party and provides for New Orbit to pay the Company fees equal to 50% of net income generated from the applicable activities. The transaction was approved by the Company’s Board of Directors in June 2018. There has been no activity on this agreement.
NOTE 10 – GOODWILL AND INTANGIBLE ASSETS
Goodwill and intangible assets are comprised of the following:
June 30, 2021

Gross carrying amount (1)

Accumulated Amortization

Net Book Value

Useful Life

Customer Base

$ 938,000

$ (259,065 )

$ 678,935

3-10

Developed Technology

4,595,600

(1,872,287 )

2,723,313

9

Film Library

957,000

(213,200 )

743,800

11

Trademarks and Tradenames

132,000

(32,535 )

99,465

12

Favorable leases

95,000

(67,840 )

27,160

3

Other

76,798

(3,840 )

72,958

10

6,794,398

(2,448,767 )

4,345,631

Goodwill

$ 768,091

$ -

$ 768,091

Amortization expense was $369,310 and $365,470 for the six months ended June 30, 2021 and 2020, respectively.
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December 31, 2020

Gross carrying amount

Accumulated Amortization

Net Book Value

Useful Life

Customer Base

$ 938,000

(207,771 )

$ 730,229

3-10

Developed Technology

4,595,600

(1,616,975 )

2,978,625

9

Film Library

957,000

(177,100 )

779,900

11

Trademarks and Tradenames

132,000

(26,731 )

105,269

12

Favorable leases

95,000

(50,880 )

44,120

3

Other

76,798

0

76,798

Total intangible assets, net

$ 6,794,398

(2,079,457 )

$ 4,714,941

Goodwill

$ 768,091

-

$ 768,091

Remaining amortization of the intangible assets is as following for the next five years and beyond:
2021

$ 389,744

2022

730,059

2023

719,859

2024

719,859

2025

719,859

Thereafter

1,066,251

$ 4,345,631

NOTE 11 – SEGMENT REPORTING
ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Company's internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for details on the Company's business segments.
The Company's chief operating decision maker (“CODM”) has been identified as the CEO who reviews the financial information of separate operating segments when making decisions about allocating resources and assessing performance of the group. Based on management's assessment, the Company considers its most significant segments for 2021 and 2020 are those in which it is providing Broadband Internet through TPT SpeedConnect and Media Production services through Blue Collar Medical Testing services through TPT MedTech and QuikLABs.
2021

TPT
SpeedConnect

Blue Collar

TPT
MedTech and QuikLABS

Corporate and other

Total

Revenue

$ 1,959,818

$
511,454

$
81,458

$
26,490

$ 2,579,180

Cost of sales

$ (1,520,612 )

$
(212,565 )

$
(384,233 )

$
(72,231 )

$ (2,189,641 )
Net income (loss)

$ (355,593 )

$
134,320

$
(610,830 )

$
(1,339,095 )

$ (2,171,198
)
Total assets

$ 9,473,626

$
1,242,360

$
483,597

$
1,287,285

$ 12,486,868

Depreciation and amortization

$ (153,093 )

$
(27,834 )

$
0

$
(168,070 )

$ (348,997 )
Derivative gain

$ 0

$
0

$
0

$
189,274

$ 189,274

Interest expense

$ (145,465 )

$
(6,071 )

$
0

$
(257,707 )

$ (409,243 )
2020

TPT SpeedConnect

Blue Collar

Corporate and other

Total

Revenue

$ 2,556,832

$ 172,687

$ 27,252

$ 2,756,771

Cost of revenue

$ (1,510,706 )

$ (140,743 )

$ 23,189

$ (1,628,260 )
Net income (loss)

$ 455,583

$ (187,860
)

$ 2,202,487

$ 2,470,210
Total assets

$ 6,941,344

$ 420,298

$ 8,084,489

$ 15,446,131

Depreciation and amortization

$ (112,794 )

$ (37,112 )

$ (292,793 )

$ (442,699 )
Derivative expense

$ 0

$ 0

$ 3,496,653

$ 3,496,653

Interest expense

$ (26,449 )

$ (9,426 )

$ (251,469 )

$ (287,344 )
The following tables present summary information by segment for the six months ended June 30, 2021 and 2020 respectively:
2021

TPT
SpeedConnect

Blue Collar

TPT
MedTech and QuikLABS

Corporate and other

Total

Revenue

$ 4,050,224

$
711,454

$
457,108

$
72,744

$ 5,291,530

Cost of sales

$ (3,138,744 )

$
(335,830 )

$
(766,208 )

$
(110,513 )

$ (4,351,295 )
Net income (loss)

$ (600,055 )

$
30,906

$
(1,051,268 )

$
(2,263,833 )

$ (3,884,250 )
Total assets

$ 9,473,626

$
1,242,360

$
483,597

$
1,287,285

$ 12,486,868

Depreciation and amortization

$ (301,640 )

$
(55,668 )

$
0

$
(331,705 )

$ (689,013 )
Derivative gain

$ 0

$
0

$
0

$
374,549

$ 374,549

Interest expense

$ (335,934 )

$
(14,343 )

$
0

$
(449,845 )

$ (800,122 )
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2020

TPT
SpeedConnect

Blue Collar

Corporate
and other

Total

Revenue

$ 5,264,486

$ 526,092

$ 42,166

$ 5,832,744

Cost of revenue

$ 3,228,092

$ 288,838

$ 220,747

$ 3,737,677

Net income (loss)

$ 742,373

$ (245,955 )

$ (2,992,406 )

$ (2,495,988 )
Depreciation and amortization

$ 239,988

$ 64,946

$ 577,903

$ 882,837

Derivative expense

$ 0

$ 0

$ 400,019

$ 400,019

Interest expense

$ 80,453

$ 19,644

$ 734,004

$ 834,101

NOTE 12 – SUBSEQUENT EVENTS
Stock Purchase Agreement
On May 28, 2021, the Company entered into a Common Stock Purchase Agreement (“Purchase Agreement”) and Registration Rights Agreement (“Registration Rights Agreement”) with White Lion Capital, LLC, a Nevada limited liability company (“White Lion”). Under the terms of the Purchase Agreement, White Lion agreed to provide the Company with up to $5,000,000 upon effectiveness of a registration statement on Form S-1 (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (the “Commission”). A Form S-1 was filed on June 30, 2021 regarding this transaction. Subsequent Amendments to Forms S-1 related to this transaction were filed on July 6, 2021 and July 14, 2021. The registrations statement was declared effective July 19, 2021.
The Company has the discretion to deliver purchase notice to White Lion and White Lion will be obligated to purchase shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) based on the investment amount specified in each purchase notice. The maximum amount of the Purchase Notice shall be the lesser of: (i) 200% of the Average Daily Trading Volume or (ii) the Investment Limit divided by the highest closing price of the Common Stock over the most recent five (5) Business Days including the respective Purchase Date. Notwithstanding the forgoing, the Investor may waive the Purchase Notice Limit at any time to allow the Investor to purchase additional shares under a Purchase Notice. Pursuant to the Purchase Agreement, White Lion and its affiliates will not be permitted to purchase and the Company may not put shares of the Company’s Common Stock to White Lion that would result in White Lion’s beneficial ownership equaling more than 9.99% of the Company’s outstanding Common Stock. The price of each purchase share shall be equal to eighty-five percent (85%) of the Market Price (as defined in the Purchase Agreement). Purchase Notices may be delivered by the Company to White Lion until the earlier of seven (7) months (until December 31, 2021) or the date on which White Lion has purchased an aggregate of $5,000,000 worth of Common Stock under the terms of the Purchase Agreement.
In August 2021, the Company has given purchase notices for 9,000,000 shares of common stock under the Purchase Agreement and has received proceeds of $83,420, net of expenses. There are another 10,000,000 shares that have been moved to escrow in the name of White Lion waiting for the next purchase notices.
Financing Arrangements
On July 23, 2021, the Company entered into an Agreement for the Purchase and Sale of Future Receipts (“Lendora Factoring Agreement”). The balance to be purchased and sold is $299,800 for which the Company received $190,000, net of fees. Under the Lendora Factoring Agreement, the Company is to pay $18,737.5 per week for 16 weeks at an effective interest rate of approximately 36% annually. The Lendora Factoring Agreement includes a guaranty by the CEO of the Company, Stephen J. Thomas III.
On July 23, 2021, the Company entered into a consolidation agreement for the Purchase and Sale of Future Receipts with Lendora Capital (“Lendora Consolidation Agreement”). The balance to be purchased and sold gave consideration for all then outstanding factoring agreements such as the NewCo Factoring Agreements, the NewCo Factoring Agreement #3 and the Lendora Factoring Agreement and amounted to 1,522,984 for which the Company had outstanding balances totaling $1,016,000. Payments under this Lendora Consolidation Agreement supercedes all other factoring agreement payments and includes $ 31,728.85 per week, at an effective interest rate of approximately 36% annually, for 48 weeks. The QFS Factoring Agreement includes a guaranty by the CEO of the Company.
Litigation
A lawsuit was filed in Michigan by the one of the former owners of SpeedConnect, LLC, John Ogren. Mr. Ogren claimed he was owed back wages related to the acquisition agreement wherein the Company acquired the assets of SpeedConnect, LLC and kept him on through a consulting agreement. The Company’s position was that he ultimately resigned in writing and was not due any back wages. In August 2021, Mr. Ogren was awarded $334,908 in back wages by an Arbitrator. This amount has been included in accounts payable as of June 30, 2021 and expensed in the statement of operations as other expenses in the six months ended June 30, 2021.
Subsequent events were reviewed through the date the financial statements were issued.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Forward-Looking Statements and Associated Risks.
This Form 10-Q contains certain statements that are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose, any statements contained in this Form 10-Q that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” or “continue” or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our control. These factors include but are not limited to economic conditions generally and in the industries in which we may participate; competition within our chosen industry, including competition from much larger competitors; technological advances and failure to successfully develop business relationships.
Based on our financial history since inception, our auditor has expressed substantial doubt as to our ability to continue as a going concern. As reflected in the accompanying financial statements, as of June 30, 2021, we had an accumulated deficit totaling $44,787,194. This raises substantial doubts about our ability to continue as a going concern.
RESULTS OF OPERATIONS
For the Three Months Ended June 30, 2021 Compared to the Three Months Ended June 30, 2020
During the three months ended June 30, 2021, we recognized total revenues of $2,579,180 compared to the prior period of $2,756,771. The decrease is largely attributable to the decrease in internet customers from attrition.
Gross profit for the three months ended June 30, 2021 was $389,539 compared to $1,114,111 for the prior period. The decrease of is largely attributable to the decrease in internet customer from attrition, which attrition was the primary factor in the reduction in the profit margin for the period as compared to the prior period. It is also attributable to the continued expenses related to TPT MedTech far exceeding the current revenues.
During the three months ended June 30, 2021, we recognized $2,048,107 in operating expenses compared to $2,898,566 for the prior period. The decrease was in large part attributable to increased research and development expense in the prior period of $1,000,000.
Derivative gain of $189,274 and $3,496,653 result from the accounting for derivative financial instruments during the three months ended June 30, 2021 and 2020, respectively.
Interest expense increased for the three months ended June 30, 2021 compared to the prior period by $202,468. The increase comes largely from the true up of interest expense on some of the Company’s derivative securities.
During the three months ended June 30, 2021, we recognized a net loss of $2,171,198 compared to net income of $2,470,210 for the prior period. The difference was in large part from the derivative gain and other reasons outlined above.
For the Six Months Ended June 30, 2021 Compared to the Six Months Ended June 30, 2020
During the six months ended June 30, 2021, we recognized total revenues of $5,291,530 compared to the prior period of $5,832,744. The decrease is largely attributable to the decrease in internet customers from attrition.
Gross profit for the six months ended June 30, 2021 was $940,235 compared to $2,095,067 for the prior period. The decrease is largely attributable to the decrease in internet customer from attrition, which attrition was the primary factor in the reduction in the profit margin for the period as compared to the prior period. It is also attributable to the continued expenses related to TPT MedTech far exceeding the current revenues.
During the six months ended June 30, 2021, we recognized $4,133,278 in operating expenses compared to $4,833,416 for the prior period. The decrease was in large part attributable to the research and development expenses in the prior period of $1,000,000 offset partially by an increase in TPT MedTech expenses.
Derivative gain of $374,549 and derivative expense of $400,019 result from the accounting for derivative financial instruments during the six months ended June 30, 2021 and 2020, respectively.
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Interest expense decreased for the six months ended June 30, 2021 compared to the prior period by $33,977. The decrease is largely from the derivative debt being in default of the increased penalty amounts that were accounted for in the prior period versus this period.
During the six months ended June 30, 2021, we recognized a net loss of $3,884,250 compared to $3,495,988 for the prior period.
LIQUIDITY AND CAPITAL RESOURCES
Cash flows generated from operating activities were not enough to support all working capital requirements for the six months ended June 30, 2021 and 2020. Financing activities described below have helped with working capital and other capital requirements.
We incurred $3,884,250 and $3,495,988, respectively, in losses, and we used $304,761 and $318,895, respectively, in cash from operations for the six months ended June 30, 2021 and 2020. We calculate the net cash used by operating activities by decreasing, or increasing in case of gain, our let loss by those items that do not require the use of cash such as depreciation, amortization, promissory note issued for research and development, note payable issued for legal fees, derivative expense or gain, gain on extinguishment of debt, loss on conversion of notes payable, impairment of goodwill and long-loved assts and share-based compensation which totaled to a net $870,216 for 2021 and $2,460,160 for 2020.
In addition, we report increases and reductions in liabilities as uses of cash and deceases assets and increases in liabilities as sources of cash, together referred to as changes in operating assets and liabilities. For the six months ended June 30, 2021, we had a net increase in our assets and liabilities of $2,778,546 primarily from an increase in accounts payable from lag of payments for accounts payable for cash flow considerations and an increase in the balances from our operating lease liabilities. For the six months ended June 30, 2021, we had a net increase to our assets and liabilities of $716,933 for similar reasons.
Cash flows from financing activities were $589,504 and $506,735 for the six months ended June 30, 2021 and 2020, respectively. For the six months ended June 30, 2021, these cash flows were generated primarily from proceeds from sale of Series D Preferred Stock of $233,244, proceeds from convertible notes, loans and advances of $1,771,685 offset by payment on convertible loans, advances and factoring agreements of $1,460,898. For the six months ended June 30, 2020, cash flows from financing activities primarily came from proceeds from convertible notes, loans and advances of $1,311,800 offset by payments on convertible loans, advances and factoring agreements of $619,227 and payments on convertible notes and amounts payable – related parties of $188,238.
Cash flows used in investing activities were $198,753 and $271,138, respectively, for the six months ended June 30, 2021 and 2020. These cash flows were used for the purchase of equipment.
These factors raise substantial doubt about the ability of the Company to continue as a going concern for a period of one year from the issuance of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
In December 2019, COVID-19 emerged and has subsequently spread worldwide. The World Health Organization has declared COVID-19 a pandemic resulting in federal, state and local governments and private entities mandating various restrictions, including travel restrictions, restrictions on public gatherings, stay at home orders and advisories and quarantining of people who may have been exposed to the virus. After close monitoring and responses and guidance from federal, state and local governments, in an effort to mitigate the spread of COVID-19, around March 18, 2020 for a period of time, the Company closed its Blue Collar office in Los Angeles and its TPT SpeedConnect offices in Michigan, Idaho and Arizona. Most employees were working remotely, however this was not possible with certain employees and all subcontractors that work for Blue Collar. The Company has opened up most of it operations and continues to monitor developments, including government requirements and recommendations at the national, state, and local level to evaluate possible extensions to all or part of such closures.
The Company has taken advantage of the stimulus offerings and received $722,200 in April 2020 and $680,500 in February 2021 and believes it has used these funds as is prescribed by the stimulus offerings to have the entire amounts forgiven. The Company has applied for forgiveness of the original stimulus of $722,200. The forgiveness process for stimulus funded in February 2021 has not begun. The Company will try and take advantage of additional stimulus as it is available and is also in the process of trying to raise debt and equity financing, some of which may have to be used for working capital shortfalls if revenues continue to decline because of the COVID-19 closures.
On May 28, 2021, the Company entered into a Common Stock Purchase Agreement (“Purchase Agreement”) and Registration Rights Agreement (“Registration Rights Agreement”) with White Lion Capital, LLC, a Nevada limited liability company (“White Lion”). Under the terms of the Purchase Agreement, White Lion agreed to provide the Company with up to $5,000,000 upon effectiveness of a registration statement on Form S-1 (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (the “Commission”). A Form S-1 was filed on June 30, 2021 regarding this transaction. Subsequent Amendments to Forms S-1 related to this transaction were filed on July 6, 2021 and July 14, 2021. The registrations statement was declared effective July 19, 2021.
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In August 2021, the Company has given purchase notices for 9,000,000 shares of common stock under the Purchase Agreement and has received proceeds of $83,420, net of expenses.
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.
Ongoing Assessment of the Impact of COVID-19
Companies have undertaken and are generally in the process of making a diverse range of operational adjustments in response to the effects of COVID-19. These adjustments are numerous and include a transition to telework; supply chain and distribution adjustments; and suspending or modifying certain operations to comply with health and safety guidelines to protect employees, contractors, and customers, including in connection with a transition back to the workplace. These types of adjustments may have an effect on a company that would be material to an investment or voting decision, and affected companies should carefully consider their obligations to disclose this information to investors. Companies also are undertaking a diverse and sometimes complex range of financing activities in response to the effects of COVID-19 on their businesses and markets. These activities may involve obtaining and utilizing credit facilities, accessing public and private markets, implementing supplier finance programs, and negotiating new or modified customer payment terms. The SEC has required a discussion of COVID-19 related considerations, specific facts and circumstances and make disclosures to address the following questions;
·
What are the material operational challenges that management and the Board of Directors are monitoring and evaluating?
·
We have been challenged by the gathering restrictions under state and local rules and lack of events due to cancellation specifically related to our Blue Collar operations.
·
How and to what extent have you altered your operations, such as implementing health and safety policies for employees, contractors, and customers, to deal with these challenges, including challenges related to employees returning to the workplace?
·
We have allowed our employees to work from home and are using contract service providers where appropriate. Blue Collar was completely shut down for a period of time but has implemented health and safety policies for employees, contractors and customers to be able to resume some of their operations.
·
How are the changes impacting or reasonably likely to impact your financial condition and short- and long-term liquidity?
·
The changes have impaired our Blue Collar operations significantly in the prior year but which operations are rebounding in 2021.
·
How is your overall liquidity position and outlook evolving?
·
We have raised limited funds to help our liquidity position but hope our outlook is bright primarily through a pending private placement and current discussions with other funding opportunities.
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·
To the extent COVID-19 is adversely impacting your revenues, consider whether such impacts are material to your sources and uses of funds, as well as the materiality of any assumptions you make about the magnitude and duration of COVID-19’s impact on your revenues. Are any decreases in cash flow from operations having a material impact on your liquidity position and outlook?
·
COVID-19 reduced our historical revenues in 2020. The bans on events and gatherings were very material to our Blue Collar operations. Blue Collar in 2021 is rebounding from those declines.
·
Have you accessed revolving lines of credit or raised capital in the public or private markets to address your liquidity needs?
·
We have raised some limited funds through private sources but have mainly relied on PPP funding and cash flows from those parts of our business with positive cash flows.
·
Have COVID-19 related impacts affected your ability to access your traditional funding sources on the same or reasonably similar terms as were available to you in recent periods?
·
No.
·
Have you provided additional collateral, guarantees, or equity to obtain funding?
·
No.
·
Have there been material changes in your cost of capital?
·
No.
·
How has a change, or a potential change, to your credit rating impacted your ability to access funding?
·
No.
·
Do your financing arrangements contain terms that limit your ability to obtain additional funding? If so, is the uncertainty of additional funding reasonably likely to result in your liquidity decreasing in a way that would result in you being unable to maintain current operations?
·
No.
·
Are you at material risk of not meeting covenants in your credit and other agreements?
·
No.
·
If you include metrics, such as cash burn rate or daily cash use, in your disclosures, are you providing a clear definition of the metric and explaining how management uses the metric in managing or monitoring liquidity?
·
Not Applicable.
·
Are there estimates or assumptions underlying such metrics the disclosure of which is necessary for the metric not to be misleading?
·
No.
·
Have you reduced your capital expenditures and if so, how?
·
No.
·
Have you reduced or suspended share repurchase programs or dividend payments?
·
No.
·
Have you ceased any material business operations or disposed of a material asset or line of business?
·
No.
·
Have you materially reduced or increased your human capital resource expenditures?
·
Yes, we have reduced staff for Blue Collar and are using more contractors for current work.
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·
Are any of these measures temporary in nature, and if so, how long do you expect to maintain them?
·
These measures were temporary and are starting to be changed.
·
What factors will you consider in deciding to extend or curtail these measures?
·
We are opening up and allow operations as much as possible.
·
What is the short- and long-term impact of these reductions on your ability to generate revenues and meet existing and future financial obligations?
·
There is no impact of these reductions upon our ability to generate revenues or meet financial obligations.
·
Are you able to timely service your debt and other obligations?
·
Yes, for most debt instruments.
·
Have you taken advantage of available payment deferrals, forbearance periods, or other concessions? What are those concessions and how long will they last?
·
Yes.
·
Do you foresee any liquidity challenges once those accommodations end?
·
Possibly, if creditors demand all deferrals at once rather than payment over time as indicated.
·
Have you altered terms with your customers, such as extended payment terms or refund periods, and if so, how have those actions materially affected your financial condition or liquidity?
·
We have not altered terms with customers.
·
Did you provide concessions or modify terms of arrangements as a landlord or lender that will have a material impact?
·
No.
·
Have you modified other contractual arrangements in response to COVID-19 in such a way that the revised terms may materially impact your financial condition, liquidity, and capital resources?
·
Possibly, if creditors demand all deferrals at once rather than payment over time as indicated.
·
Are you relying on supplier finance programs, otherwise referred to as supply chain financing, structured trade payables, reverse factoring, or vendor financing, to manage your cash flow?
·
Yes.
·
Have these arrangements had a material impact on your balance sheet, statement of cash flows, or short- and long-term liquidity and if so, how?
·
No.
·
What are the material terms of the arrangements?
·
Most vendors situations now provide up to 30 days terms; but a good portion has now returned to normal payment terms.
·
Did you or any of your subsidiaries provide guarantees related to these programs?
·
No.
·
Do you face a material risk if a party to the arrangement terminates it?
·
No.
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·
What amounts payable at the end of the period relate to these arrangements, and what portion of these amounts has an intermediary already settled for you?
·
There have been no settlements. Most related to up to 30 days with telecommunications vendors and payments are being included in planned cash flows.
·
Have you assessed the impact material events that occurred after the end of the reporting period, but before the financial statements were issued, have had or are reasonably likely to have on your liquidity and capital resources and considered whether disclosure of subsequent events in the financial statements and known trends or uncertainties in MD&A is required?
·
There are no material events occurring after the end of the reporting period but before financial statements were issued which would have any affect on liquidity or capital resources and there are no new trends or uncertainties needed to be disclosed.
Government Assistance – The Coronavirus Aid, Relief, and Economic Security Act (CARES Act)
The CARES Act includes financial assistance for companies in the form of loans and tax relief in the form of deferred or reduced payments and potential refunds. Companies receiving federal assistance must consider the short- and long-term impact of that assistance on their financial condition, results of operations, liquidity, and capital resources, as well as the related disclosures and critical accounting estimates and assumptions. We have not received any financial assistance from the banks or any government agency.
·
How does a loan impact your financial condition, liquidity and capital resources?
·
We have no government loans, except PPP loans that we anticipate will be forgiven.
·
What are the material terms and conditions of any assistance you received, and do you anticipate being able to comply with them?
·
PPP loans only and we anticipate forgiveness.
·
Do those terms and conditions limit your ability to seek other sources of financing or affect your cost of capital?
·
No.
·
Do you reasonably expect restrictions, such as maintaining certain employment levels, to have a material impact on your revenues or income from continuing operations or to cause a material change in the relationship between costs and revenues?
·
No.
·
Once any such restrictions lapse, do you expect to change your operations in a material way?
·
No.
·
Are you taking advantage of any recent tax relief, and if so, how does that relief impact your short- and long-term liquidity?
·
We are using payroll tax deferrals allowed by the tax relief programs.
·
Do you expect a material tax refund for prior periods?
·
No.
·
Does the assistance involve new material accounting estimates or judgments that should be disclosed or materially change a prior critical accounting estimate?
·
No.
·
What accounting estimates were made, such as the probability a loan will be forgiven, and what uncertainties are involved in applying the related accounting guidance?
·
We anticipate forgiveness of our PPP loans but have disclosed them as loans through June 30, 2021.
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A Company’s Ability to Continue as a Going Concern
The SEC has advised that Management should consider whether conditions and events, taken as a whole, raise substantial doubt about the company’s ability to meet its obligations as they become due within one year after the issuance of the financial statements. There is substantial doubt about a company’s ability to continue as a going concern due to continuation of the COVID-19 pandemic and we make the following disclosure:
·
Are there conditions and events that give rise to the substantial doubt about the company’s ability to continue as a going concern?
·
Yes. There was concern about our ability to continue as a going concern prior to COVID 19, however the continuation of COVID-19 restrictions may hamper Blue Collar from operating and generating revenues at full capacity.
·
For example, have you defaulted on outstanding obligations?
·
Yes, but not because of COVID-19.
·
Have you faced labor challenges or a work stoppage?
·
No.
·
What are your plans to address these challenges?
·
At the point of allowing full operations for Blue Collar and film production companies to fully operate will be the complete turnaround for these revenues.
·
Have you implemented any portion of those plans?
·
No, it’s a matter of allowing Blue Collar to fully operate and trying to raise money and fund operational plans.

ITEM 3. ~~Quantitative and Qualitative Disclosures About Market Risk.~~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~~ITEM 4. ~~Controls and Procedures~~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 ~~March 31, 2019~~June 30, 2021 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

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~~PART~~

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

~~None.~~

~~ITEM 1A. RISK FACTORS~~

~~RISK FACTORS RELATED TO OUR BUSINESS~~

~~Many of our competitors are better established and have resources significantly greater than we have, which may make it difficult to attract and retain subscribers.~~

We will compete with other providers of telephony service, many of which have substantially greater financial, technical and marketing resources, larger customer bases, longer operating histories, greater name recognition and more established relationships in the industry. In addition, a number of these competitors may combine or form strategic partnerships. As a result, our competitors may be able to offer, or bring to market earlier, products and services that are superior to our own in terms of features, quality, pricing or other factors. Our failure to compete successfully with any of these companies would have a material adverse effect on our business and the trading price of our common stock.

~~The market for broadband and VoIP services is highly competitive, and we compete with several other companies within a single market:~~

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	•	~~cable operators offering high-speed Internet connectivity services and voice communications;~~
	•	~~incumbent and competitive local exchange carriers providing DSL services over their existing wide, metropolitan and local area networks;~~
	•	3G cellular, PCS and other wireless providers offering wireless broadband services and capabilities, including developments in existing cellular and PCS technology that may increase network speeds or have other advantages over our services;
	•	~~internet service providers offering dial-up Internet connectivity;~~
	•	~~municipalities and other entities operating free or subsidized WiFi networks;~~
	•	~~providers of VoIP telephony services;~~
	•	~~wireless Internet service providers using licensed or unlicensed spectrum;~~
	•	~~satellite and fixed wireless service providers offering or developing broadband Internet connectivity and VoIP telephony;~~
	•	~~electric utilities and other providers offering or planning to offer broadband Internet connectivity over power lines; and~~
	•	~~resellers providing wireless Internet service by “piggy-backing” on DSL or WiFi networks operated by others.~~

Moreover, we expect other existing and prospective competitors, particularly if our services are successful; to adopt technologies or business plans similar to ours or seek other means to develop a product competitive with our services. Many of our competitors are well-established and have larger and better developed networks and systems, longer-standing relationships with customers and suppliers, greater name recognition and greater financial, technical and marketing resources than we have. These competitors can often subsidize competing services with revenues from other sources, such as advertising, and thus may offer their products and services at lower prices than ours. These or other competitors may also reduce the prices of their services significantly or may offer broadband connectivity packaged with other products or services. We may not be able to reduce our prices or otherwise alter our services correspondingly, which would make it more difficult to attract and retain subscribers.

~~Our Acquisitions could result in operating difficulties, dilution and distractions from our core business.~~

We have evaluated, and expect to continue to evaluate, potential strategic transactions, including larger acquisitions. The process of acquiring and integrating a company, business or technology is risky, may require a disproportionate amount of our management or financial resources and may create unforeseen operating difficulties or expenditures, including:


	•	~~difficulties in integrating acquired technologies and operations into our business while maintaining uniform standards, controls, policies and procedures;~~

	•	increasing cost and complexity of assuring the implementation and maintenance of adequate internal control and disclosure controls and procedures, and of obtaining the reports and attestations that are required of a company filing reports under the Securities Exchange Act;
	•	difficulties in consolidating and preparing our financial statements due to poor accounting records, weak financial controls and, in some cases, procedures at acquired entities based on accounting principles not generally accepted in the United States, particularly those entities in which we lack control; and
	•	~~the inability to predict or anticipate market developments and capital commitments relating to the acquired company, business or technology.~~

~~Acquisitions of and joint ventures with companies organized outside the United States often involve additional risks, including:~~


	•	~~difficulties, as a result of distance, language or culture differences, in developing, staffing and managing foreign operations;~~
	•	~~lack of control over our joint ventures and other business relationships;~~
	•	~~currency exchange rate fluctuations;~~
	•	~~longer payment cycles;~~
	•	~~credit risk and higher levels of payment fraud;~~
	•	~~foreign exchange controls that might limit our control over, or prevent us from repatriating, cash generated outside the United States;~~
	•	~~potentially adverse tax consequences;~~

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	•	~~expropriation or nationalization of assets;~~
	•	~~differences in regulatory requirements that may make it difficult to offer all of our services;~~
	•	~~unexpected changes in regulatory requirements;~~
	•	~~trade barriers and import and export restrictions; and~~
	•	~~political or social unrest and economic instability.~~

The anticipated benefit of any of our acquisitions or investments may never materialize. Future investments, acquisitions or dispositions could result in potentially dilutive issuances of our equity securities, the incurrence of debt, contingent liabilities or amortization expenses, or write-offs of goodwill, any of which could harm our financial condition. Future investments and acquisitions may require us to obtain additional equity or debt financing, which may not be available on favorable terms, or at all.

~~Our substantial indebtedness and our current default status and any restrictive debt covenants could limit our financing options and liquidity position and may limit our ability to grow our business.~~

~~Our indebtedness could have important consequences to the holders of our common stock, such as:~~


	•	~~we may not be able to obtain additional financing to fund working capital, operating losses, capital expenditures or acquisitions on terms acceptable to us or at all;~~
	•	~~we may be unable to refinance our indebtedness on terms acceptable to us or at all;~~
	•	~~if substantial indebtedness continues it could make us more vulnerable to economic downturns and limit our ability to withstand competitive pressures; and~~
	•	~~cash flows from operations are currently negative and may continue to be so, and our remaining cash, if any, may be insufficient to operate our business.~~
	•	~~paying dividends to our stockholders;~~
	•	~~incurring, or cause certain of our subsidiaries to incur, additional indebtedness;~~
	•	~~permitting liens on or conduct sales of any assets pledged as collateral;~~
	•	~~selling all or substantially all of our assets or consolidate or merge with or into other companies;~~
	•	~~repaying existing indebtedness; and~~
	•	~~engaging in transactions with affiliates.~~

As of March 31, 2019, the total debt or financing arrangements was $11,025,202, of which $85,192 or less than 1% of total current liabilities is past due. As of March 31, 2019, financing lease arrangements are in the amount of $553,369, of which 101,347 is in default. Our inability to renegotiate our indebtedness may cause lien holders to obtain possession of a good portion of our assets which would significantly alter our ability to generate revenues and obtain any additional financing.

~~We may experience difficulties in constructing, upgrading and maintaining our network, which could adversely affect customer satisfaction, increase subscriber turnover and reduce our revenues.~~

Our success depends on developing and providing products and services that give subscribers a high-quality internet connectivity and VoIP experience. If the number of subscribers using our network and the complexity of our products and services increase, we will require more infrastructure and network resources to maintain the quality of our services. Consequently, we expect to make substantial investments to construct and improve our facilities and equipment and to upgrade our technology and network infrastructure. If we do not implement these developments successfully, or if we experience inefficiencies, operational failures or unforeseen costs during implementation, the quality of our products and services could decline.

We may experience quality deficiencies, cost overruns and delays on construction, maintenance and upgrade projects, including the portions of those projects not within our control or the control of our contractors. The construction of our network requires the receipt of permits and approvals from numerous governmental bodies, including municipalities and zoning boards. Such bodies often limit the expansion of transmission towers and other construction necessary for our business. Failure to receive approvalsbeen named in a ~~timely fashion can delay system rollouts and raise~~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 ~~cost~~Company failed to honor notices of completing construction projects. In addition, we typically are required to obtain rights from land, building and tower owners to install our antennas and other equipment to provide service to our subscribers. We may not be able to obtain, on terms acceptable to us, or at all, the rights necessary to construct our network and expand our services.

We also face challenges in managing and operating our network. These challenges include operating, maintaining and upgrading network and customer premises equipment to accommodate increased traffic or technological advances, and managing the sales, advertising, customer support, billing and collection functions of our business while providing reliable

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network service at expected speeds and VoIP telephony at expected levels of quality. Our failure in any of these areas could adversely affect customer satisfaction, increase subscriber turnover, increase our costs, decrease our revenues and otherwise have a material adverse effect on our business, prospects, financial condition and results of operations.

If we do not obtain and maintain rights to use licensed spectrum in one or more markets, we may be unable to operate in these markets, which could adversely affect our ability to execute our business strategy.

Even though we have established license agreements, growth requires that we plan to provide our services obtaining additional licensed spectrum both in the United States and internationally, we depend on our ability to acquire and maintain sufficient rights to use licensed spectrum by obtaining our own licenses or long-term spectrum leases, in each of the markets in which we operate or intend to operate. Licensing is the short-term solution to obtaining the necessary spectrum as building out spectrum is a long and difficult process that can be costly and require a disproportionate amount of our management resources. We may not be able to acquire, lease or maintain the spectrum necessary to execute our business strategy.

~~Using licensed spectrum, whether owned or leased, poses additional risks to us, including:~~


	•	~~inability to satisfy build-out or service deployment requirements upon which our spectrum licenses or leases are, or may be, conditioned;~~
	•	~~increases in spectrum acquisition costs;~~
	•	~~adverse changes to regulations governing our spectrum rights;~~
	•	~~the risk that spectrum we have acquired or leased will not be commercially usable or free of harmful interference from licensed or unlicensed operators in our or adjacent bands;~~
	•	with respect to spectrum we will lease in the United States, contractual disputes with or the bankruptcy or other reorganization of the license holders, which could adversely affect our control over the spectrum subject to such license;
	•	~~failure of the FCC or other regulators to renew our spectrum licenses as they expire; and~~
	•	~~invalidation of our authorization to use all or a significant portion of our spectrum, resulting in, among other things, impairment charges related to assets recorded for such spectrum.~~

~~If we fail~~conversion, failed to establish and maintain share reserves, failed to register EMA shares and by failed to assure that EMA shares were Rule 144 eligible within 6 months. EMA has claimed in excess of $650,975 in relief. The Company has filed an ~~effective system~~answer and counterclaim. The Company does not believe at this time that any negative outcome would result in more than the $725,452 it has recorded on its balance sheet as of internal control, we may not be able to report our financial results accurately or to prevent fraud. Any inability to report and file our financial results accurately and timely could harm our business and adversely impact the trading price of our common stock.June 30, 2021.

~~Effective internal control is necessary for us~~A lawsuit was filed in Michigan by the one of the former owners of SpeedConnect, LLC, John Ogren. Mr. Ogren claimed he was owed back wages related to ~~provide reliable financial reports~~the acquisition agreement wherein the Company acquired the assets of SpeedConnect, LLC and ~~prevent fraud. If we cannot provide reliable financial reports or prevent fraud, we may~~kept him on through a consulting agreement. The Company’s position was that he ultimately resigned in writing and was not ~~be able to manage our business~~due any back wages. In August 2021, Mr. Ogren was awarded $334,908 in back wages by an Arbitrator. This amount has been included in accounts payable as ~~effectively as we would if an effective control environment existed,~~of June 30, 2021 and ~~our business, brand and reputation with investors may be harmed.~~

In addition, reporting a material weakness may negatively impact investors’ perception of us. We have allocated, and will continue to allocate, significant additional resources to remedy any deficiencies in our internal control.

~~There can be no assurances that our remedial measures will be successful in curing the any material weakness or that other significant deficiencies or material weaknesses will not arise~~expensed in the ~~future.~~

~~Interruption or failure~~statement of ~~our information technology and communications systems could impair our ability to provide our products and services, which could damage our reputation and harm our operating results.~~

~~We have experienced service interruptions in some markets~~operations as other expenses in the past and may experience service interruptions or system failures in the future. Any unscheduled service interruption adversely affects our ability to operate our business and could result in an immediate loss of revenues. If we experience frequent or persistent system or network failures, our reputation and brand could be permanently harmed. We may make significant capital expenditures to increase the reliability of our systems, but these capital expenditures may not achieve the results we expect.

Our products and services depend on the continuing operation of our information technology and communications systems. Any damage to or failure of our systems could result in interruptions in our service. Interruptions in our service could reduce our revenues and profits, and our brand could be damaged if people believe our network is unreliable. Our systems are vulnerable to damage or interruption from earthquakes, terrorist attacks, floods, fires, power loss, telecommunications failures, computer viruses, computer denial of service attacks or other attempts to harm our systems, and similar events. Some of our systems are not fully redundant, and our disaster recovery planning may not be adequate. The occurrence of a natural

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~~disaster or unanticipated problems at our network centers could result in lengthy interruptions in our service and adversely affect our operating results.~~

The industries in which we operate are continually evolving, which makes it difficult to evaluate our future prospects and increases the risk of your investment. Our products and services may become obsolete, and we may not be able to develop competitive products or services on a timely basis or at all.six months ended June 30, 2021.

The markets in which we and our customers compete are characterized by rapidly changing technology, evolving industry standards and communications protocols, and continuous improvements in products and services. Our future success depends on our ability to enhance current products and to develop and introduce,Company has been named in a ~~timely manner, new products~~lawsuit, Robert Serrett vs. TruCom, Inc., by a former employee who was terminated by management in 2016. The employee was working under an employment agreement but was terminated for breach of the agreement. The former employee is suing for breach of contract and is seeking around $75,000 in back pay and benefits. We recently learned that ~~keep pace with technological developments, industry standards~~Mr. Serrett received a default judgement in Texas on May 15, 2018 for $70,650 plus $3,500 in attorney fees and ~~communications protocols, compete effectively~~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 ~~basis~~financial position of ~~price, performance and quality, adequately address end-user customer requirements and achieve market acceptance. There can be no assurance that~~ the deployment of wireless networks will not be delayed or that our products will achieve widespread market acceptance or be capable of providing service at competitive prices in sufficient volumes. In the event that our productsCompany.

We are not timely and economically developed or do not gain widespread market acceptance, our business, results of operations and financial condition would be materially adversely affected. There can also be no assurancecurrently involved in any litigation that ~~our products will not be rendered obsolete by the introduction and acceptance of new communications protocols.~~

~~The broadband services industry is characterized by rapid technological change, competitive pricing, frequent new service introductions and evolving industry standards and regulatory requirements. We~~we believe that our success depends on our ability to anticipate and adapt to these challenges and to offer competitive services on a timely basis. We face a number of difficulties and uncertainties associated with our reliance on technological development, such as:


	•	~~competition from service providers using more traditional and commercially proven means to deliver similar or alternative services;~~
	•	~~competition from new service providers using more efficient, less expensive technologies, including products not yet invented or developed;~~
	•	~~uncertain consumer acceptance;~~
	•	~~realizing economies of scale;~~
	•	~~responding successfully to advances in competing technologies in a timely and cost-effective manner;~~
	•	~~migration toward standards-based technology, requiring substantial capital expenditures; and~~
	•	~~existing, proposed or undeveloped technologies that may render our wireless broadband and VoIP telephony services less profitable or obsolete.~~

As the products and services offered by us and our competitors develop, businesses and consumers may not accept our services as a commercially viable alternative to other means of delivering wireless broadband and VoIP telephony services.

If we are unable to successfully develop and market additional services and/or new generations of our services offerings or market our services and product offerings to a broad number of customers, we may not remain competitive.

Our future success and our ability to increase net revenue and earnings depend, in part, on our ability to develop and market new additional services and/or new generations of our current services offerings and market our existing services offerings to a broad number of customers. However, we may not be able to, among other things:

	·	~~successfully develop or market new services or product offerings or enhance existing services offerings;~~
	·	~~educate third-party sales organizations adequately for them to promote and sell our services offerings;~~
	·	~~develop, market and distribute existing and future services offerings in a cost-effective manner; or~~
	·	~~operate the facilities needed to provide our services offerings.~~

If we fail to develop new service offerings, or if we incur unexpected expenses or delays in product development or integration, we may lose our competitive position and incur substantial additional expenses or may be required to curtail or terminate all or part of our present planned business operations.

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~~Our failure to do any of the foregoing~~ could have a material adverse effect on our business, financial condition and results of operations. In addition, if any of our current or future services offerings contain undetected errors or design defects or do not work as expected for our customers, our ability to market these services offerings could be substantially impeded, resulting in lost sales, potential reputation damage and delays in obtaining market acceptance of these services offerings. We cannot assure you that we will continue to successfully develop and market new or enhanced applications for our services offerings. If we do not continue to expand our services offerings portfolio on a timely basis or if those products and applications do not receive market acceptance, become regulatory restricted, or become obsolete, we will not grow our business as currently expected.

~~We operate in a very competitive environment.~~

~~There are three types of competitors for our service offerings.~~

~~(1)~~

The value-added resellers and other vendors of hardware and software for on-site installation do not typically have an offering similar to our cloud-based services. However, they are the primary historic service suppliers to our targeted customers and will actively work to defend their customer base.

~~(2)~~

~~There are a number of providers offering services, but they typically offer only one or two applications of their choosing instead of our offering which bundles customer’s chosen services.~~

~~(3)~~

~~There are a few providers that offer more than two applications from the cloud. However currently, these providers typically offer only those applications they have chosen.~~

Our industry is characterized by rapid change resulting from technological advances and new services offerings. Certain competitors have substantially greater capital resources, larger customer bases, larger sales forces, greater marketing and management resources, larger research and development staffs and larger facilities than our and have more established reputations with our target customers, as well as distribution channels that are entrenched and may be more effective than ours. Competitors may develop and offer technologies and products that are more effective, have better features, are easier to use, are less expensive and/or are more readily accepted by the marketplace than our offerings. Their products could make our technology and service offerings obsolete or noncompetitive. Competitors may also be able to achieve more efficient operations and distribution than ours may be able to and may offer lower prices than we could offer profitably. We may decide to alter or discontinue aspects of our business and may adopt different strategies due to business or competitive factors or factors currently unforeseen, such as the introduction by competitors of new products or services technologies that would make part or all of our service offerings obsolete or uncompetitive.

~~In addition, the industry could experience some consolidation. There is also a risk that larger companies will enter our markets.~~

~~If we fail to maintain effective relationships with our major vendors, our services offerings and profitability could suffer.~~

We use third party providers for services. In addition, we purchase hardware, software and services from external suppliers. Accordingly, we must maintain effective relationships with our vendor base to source our needs, maintain continuity of supply, and achieve reasonable costs. If we fail to maintain effective relationships with our vendor base, this may adversely affect our ability to deliver the best products and services to our customers and our profitability could suffer.

Any failure of the physical or electronic security that resulted in unauthorized parties gaining access to customer data could adversely affect our business, financial condition and results of operations.

We use commercial data networks to service customers cloud based services and the associated customer data. Any data is subject to the risk of physical or electronic intrusion by unauthorized parties. We have a multi-homed firewalls and Intrusion Detection / Prevention systems to protect against electronic intrusion and two physical security levels in our networks. Our policy is to close all external ports as a default. Robust anti-virus software runs on all client servers. Systems have automated monitoring and alerting for unusual activity. We also have a Security Officer who monitors these systems. We have better security systems and expertise than our clients can afford separately but any failure of these systems could adversely affect our business growth and financial condition.

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Demand for our service offerings may decrease if new government regulations substantially increase costs, limit delivery or change the use of Internet access and other products on which our service offerings depend.

We are dependent on Internet access to deliver our service offerings. If new regulations are imposed that limit the use of the Internet or impose significant taxes on services delivered via the Internet it could change our cost structure and/or affect our business model. The significant changes in regulatory costs or new limitations on Internet use could impact our ability to operate as we anticipate, could damage our reputation with our customers, disrupt our business or result in, among other things, decreased net revenue and increased overhead costs. As a result, any such failure could harm our business, financial condition and results of operations.

Our securities, as offered hereby, are highly speculative and should be purchased only by persons who can afford to lose their entire investment in us. Each prospective investor should carefully consider the following risk factors, as well as all other information set forth elsewhere in this prospectus, before purchasing any of the shares of our common stock.

~~Increasing regulation of our Internet-based products and services could adversely affect our ability to provide new products and services.~~

On February 26, 2015, the FCC adopted a new "network neutrality" or Open Internet order (the "2015 Order") that: (1) reclassified broadband Internet access service as a Title II common carrier service, (2) applied certain existing Title II provisions and associated regulations; (3) forbore from applying a range of other existing Title II provisions and associated regulations, but to varying degrees indicated that this forbearance may be only temporary and (4) issued new rules expanding disclosure requirements and prohibiting blocking, throttling, paid prioritization and

unreasonable interference with the ability of end users and edge providers to reach each other. The 2015 Order also subjected broadband providers' Internet traffic exchange rates and practices to potential FCC oversight and created a mechanism for third parties to file complaints regarding these matters. The 2015 Order could limit our ability to efficiently manage our cable systems and respond to operational and competitive challenges. In December 2017, the FCC adopted an order (the "2017 Order") that in large part reverses the 2015 Order. The 2017 Order has not yet gone into effect, however, and the 2015 Order will remain binding until the 2017 Order takes effect. The 2017 Order is expected to be subject to legal challenge that may delay its effect or overturn it. Additionally, Congress and some states are considering legislation that may codify "network neutrality" rules.

~~Offering telephone services may subject us to additional regulatory burdens, causing us to incur additional costs.~~

We offer telephone services over our broadband network and continue to develop and deploy interconnected VoIP services. The FCC ha that competitive telephone companies that support VoIP services, such as those that we offer to our customers, are entitled to interconnect with incumbent providers of traditional telecommunications services, which ensures that our VoIP services can operate in the market. However, the scope of these interconnection rights are being reviewed in a current FCC proceeding, which may affect our ability to compete in the provision of telephony services or result in additional costs. It remains unclear precisely to what extent federal and state regulators will subject VoIP services to traditional telephone service regulation. Expanding our offering of these services may require us to obtain certain authorizations, including federal and state licenses. We may not be able to obtain such authorizations in a timely manner, or conditions could be imposed upon such licenses or authorizations that may not be favorable to us. The FCC has already extended certain traditional telecommunications requirements, such as E911 capabilities, Universal Service Fund contribution, Communications Assistance for Law Enforcement Act ("CALEA"), measures to protect Customer Proprietary Network Information, customer privacy, disability access, number porting, battery back-up, network outage reporting, rural call completion reporting and other regulatory requirements to many VoIP providers such as us. If additional telecommunications regulations are applied to our VoIP service, it could cause us to incur additional costs and may otherwise materially adversely impact our operations. In 2011, the FCC released an order significantly changing the rules governing intercarrier compensation for the origination and termination of telephone traffic between interconnected carriers. These rules have resulted in a substantial decrease in interstate compensation payments over a multi-year period. The FCC is currently considering additional reforms that could further reduce interstate compensation payments. Further, although the FCC recently declined to impose additional regulatory burdens on certain point to point transport ("special access") services provided by cable companies, that FCC decision has been appealed by multiple parties. If those appeals are successfully, there could be additional regulatory burdens and additional costs placed on these services.

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We may engage in acquisitions and other strategic transactions and the integration of such acquisitions and other strategic transactions could materially adversely affect our business, financial condition and results of operations.

~~Our business has grown significantly as a result of acquisitions, including the Acquisitions, which entail numerous risks including:~~

~~•distraction of our management team in identifying potential acquisition targets, conducting due diligence and negotiating acquisition agreements;~~

~~•difficulties in integrating the operations, personnel, products, technologies and systems of acquired businesses;~~

~~•difficulties in enhancing our customer support resources to adequately service our existing customers and the customers of acquired businesses;~~

~~•the potential loss of key employees or customers of the acquired businesses;~~

~~•unanticipated liabilities or contingencies of acquired businesses;~~

~~•unbudgeted costs which we may incur in connection with pursuing potential acquisitions which are not consummated;~~

~~•failure to achieve projected cost savings or cash flow from acquired businesses, which are based on projections that are inherently uncertain;~~

•fluctuations in our operating results caused by incurring considerable expenses to acquire and integrate businesses before receiving the anticipated revenues expected to result from the acquisitions; and

~~•difficulties in obtaining regulatory approvals required to consummate acquisitions.~~

We also participate in competitive bidding processes, some of which may involve significant cable systems. If we are the winning bidder in any such process involving significant cable systems or we otherwise engage in acquisitions or other strategic transactions in the future, we may incur additional debt, contingent liabilities and amortization expenses, which could materially adversely affect our business, financial condition and results of operations. We could also issue substantial additional equity which could dilute existing stockholders.

If our acquisitions, including the Acquisitions and the integration of the Optimum and Suddenlink businesses, do not result in the anticipated operating efficiencies, are not effectively integrated, or result in costs which exceed our expectations, our business, financial condition and results of operations could be materially adversely affected.

~~Significant unanticipated increases in the use of bandwidth-intensive Internet-based services could increase our costs.~~

The rising popularity of bandwidth-intensive Internet-based services poses risks for our broadband services. Examples of such services include peer-to-peer file sharing services, gaming services and the delivery of video via streaming technology and by download. If heavy usage of bandwidth-intensive broadband services grows beyond our current expectations, we may need to incur more expenses than currently anticipated to expand the bandwidth capacity of our systems or our customers could have a suboptimal experience when using our broadband service. In order to continue to provide quality service at attractive prices, we need the continued flexibility to develop and refine business models that respond to changing consumer uses and demands and to manage bandwidth usage efficiently. Our ability to undertake such actions could be restricted by regulatory and legislative efforts to impose so-called "net neutrality" requirements on broadband communication providers like us that provide broadband services. For more information, see "Regulation—Broadband."

~~We operate in a highly competitive business environment which could materially adversely affect our business, financial condition, results of operations and liquidity.~~

We operate in a highly competitive, consumer-driven industry and we compete against a variety of broadband, pay television and telephony providers and delivery systems, including broadband communications companies, wireless data and telephony providers, satellite-delivered video signals, Internet-delivered video content and broadcast television signals available to residential and business customers in our service areas. Some of our competitors include AT&T and its DirecTV subsidiary, CenturyLink, DISH Network, Frontier and Verizon. In addition, our pay television services compete with all other sources of leisure, news, information and entertainment, including movies, sporting or other live events, radio broadcasts, home-video services, console games, print media and the Internet.

In some instances, our competitors have fewer regulatory burdens, easier access to financing, greater resources, greater operating capabilities and efficiencies of scale, stronger brand-name recognition, longstanding relationships with regulatory authorities and customers, more subscribers, more flexibility to offer promotional packages at prices lower than ours and greater access to programming or other services. This competition creates pressure on our pricing and has adversely affected, and may continue to affect, our ability to add and retain customers, which in turn adversely affects our business, financial condition and results of operations. The effects of competition may also adversely affect our liquidity and ability to service our debt. For example, we face intense competition from Verizon and AT&T, which have network infrastructure throughout our service areas. We estimate that competitors are currently able to sell a fiber-based triple play, including broadband, pay television and telephony services, and may expand these and other service offerings to our potential customers.

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Our competitive risks are heightened by the rapid technological change inherent in our business, evolving consumer preferences and the need to acquire, develop and adopt new technology to differentiate our products and services from those of our competitors, and to meet consumer demand. We may need to anticipate far in advance which technology we should use for the development of new products and services or the enhancement of existing products and services. The failure to accurately anticipate such changes may adversely affect our ability to attract and retain customers, which in turn could adversely affect our business, financial condition and results of operations. Consolidation and cooperation in our industry may allow our competitors to acquire service capabilities or offer products that are not available to us or offer similar products and services at prices lower than ours. For example, Comcast and Charter Communications have agreed to jointly explore operational efficiencies to speed their respective entries into the wireless market, including in the areas of creating common operating platforms and emerging wireless technology platforms. In addition, changes in the regulatory and legislative environments may result in changes to the competitive landscape.

In addition, certain of our competitors own directly or are affiliated with companies that own programming content or have exclusive arrangements with content providers that may enable them to obtain lower programming costs or offer exclusive programming that may be attractive to prospective subscribers. For example, DirecTV has exclusive arrangements with the National Football League that give it access to programming we cannot offer. AT&T also has an agreement to acquire Time Warner, which owns a number of cable networks, including TBS, CNN and HBO, as well as Warner Bros. Entertainment, which produces television, film and home-video content. AT&T's and DirecTV's potential access to Time Warner programming could allow AT&T and DirecTV to offer competitive and promotional packages that could negatively affect our ability to maintain or increase our existing customers and revenues. DBS operators such as DISH Network and DirecTV also have marketing arrangements with certain phone companies in which the DBS provider's pay television services are sold together with the phone company's broadband and mobile and traditional phone services.

Most broadband communications companies, which already have wired networks, an existing customer base and other operational functions in place (such as billing and service personnel), offer DSL services. We believe DSL service competes with our broadband service and is often offered at prices lower than our Internet services. However, DSL is often offered at speeds lower than the speeds we offer. In addition, DSL providers may currently be in a better position to offer Internet services to businesses since their networks tend to be more complete in commercial areas. They may also increasingly have the ability to combine video services with telephone and Internet services offered to their customers, particularly as broadband communications companies enter into co-marketing agreements with other service providers. In addition, current and future fixed and wireless Internet services, such as 3G, 4G and 5G fixed and wireless broadband services and Wi-Fi networks, and devices such as wireless data cards, tablets and smartphones, and mobile wireless routers that connect to such devices, may compete with our broadband services.

Our telephony services compete directly with established broadband communications companies and other carriers, including wireless providers, as increasing numbers of homes are replacing their traditional telephone service with wireless telephone service. We also compete against VoIP providers like Vonage, Skype, GoogleTalk, Facetime, WhatsApp and magicJack that do not own networks but can provide service to any person with a broadband connection, in some cases free of charge. In addition, we compete against ILECs, other CLECs and long-distance voice-service companies for large commercial and enterprise customers. While we compete with the ILECs, we also enter into interconnection agreements with ILECs so that our customers can make and receive calls to and from customers served by the ILECs and other telecommunications providers. Federal and state law and regulations require ILECs to enter into such agreements and provide facilities and services necessary for connection, at prices subject to regulation. The specific price, terms and conditions of each agreement, however, depend on the outcome of negotiations between us and each ILEC. Interconnection agreements are also subject to approval by the state regulatory commissions, which may arbitrate negotiation impasses. These agreements, like all interconnection agreements, are for limited terms and upon expiration are subject to renegotiation, potential arbitration and approval under the laws in effect at that time.

~~We also face competition for our advertising sales from traditional and non-traditional media outlets, including television and radio stations, traditional print media and the Internet.~~

~~We face significant risks as a result of rapid changes in technology, consumer expectations and behavior.~~

The broadband communications industry has undergone significant technological development over time and these changes continue to affect our business, financial condition and results of operations. Such changes have had, and will continue to have, a profound impact on consumer expectations and behavior. Our video business faces technological change risks as a result of the continuing development of new and changing methods for delivery of programming content such as Internet-based delivery of movies, shows and other content which can be viewed on televisions, wireless devices and other developing

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mobile devices. Consumers' video consumption patterns are also evolving, for example, with more content being downloaded for time-shifted consumption. A proliferation of delivery systems for video content can adversely affect our ability to attract and retain subscribers and the demand for our services and it can also decrease advertising demand on our delivery systems. Our broadband business faces technological challenges from rapidly evolving wireless Internet solutions. Our telephony service offerings face technological developments in the proliferation of telephony delivery systems including those based on Internet and wireless delivery. If we do not develop or acquire and successfully implement new technologies, we will limit our ability to compete effectively for subscribers, content and advertising. We cannot provide any assurance that we will realize, in full or in part, the anticipated benefits we expect from the introduction of our home communications hub,, or that it will be rolled out across our footprint in the timeframe we anticipate. In addition, we may be required to make material capital and other investments to anticipate and to keep up with technological change. These challenges could adversely affect our business, financial condition and results of operations.

~~Our revenues and growth may be constrained due to demand exceeding capacity of our systems or our inability to develop solutions.~~

We anticipate generating revenues in the future from broadband connectivity, other Internet services, and broadband and in the cloud services. Demand and market acceptance for these recently introduced services and products delivered over the Internet is uncertain. Critical issues concerning the use of the Internet, such as ease of access, security, reliability, cost and quality of service, exist and may affect the growth of Internet use or the attractiveness of conducting commerce online. In addition, the Internet and online services may not be accepted as viable for a number of reasons, including potentially inadequate development of the necessary network infrastructure or delayed development of enabling technologies and performance improvements. To the extent that the Internet and online services continue to experience significant growth, there can be no assurance that the infrastructure of the Internet and online services will prove adequate to support increased user demands. In addition, the Internet or online services could lose their viability due to delays in the development or adoption of new standards and protocols required to handle increased levels of Internet or online service activity. Changes in, or insufficient availability of, telecommunications services to support the Internet or online services also could result in slower response times and adversely affect usage of the Internet and online services generally and us in particular. If use of the Internet and online services does not continue to grow or grows more slowly than expected, if the infrastructure for the Internet and online services does not effectively support growth that may occur, or if the Internet and online services do not become a viable commercial marketplace, our business could be adversely affected.

~~Certain aspects of our VoIP telephony services differ from traditional telephone service. The factors that may have this effect include:~~


	•	~~our subscribers may experience lower call quality than they experience with traditional wireline telephone companies, including static, echoes and transmission delays;~~
	•	~~our subscribers may experience higher dropped-call rates than they experience with traditional wireline telephone companies; and~~
	•	~~a power loss or Internet access interruption causes our service to be interrupted.~~

Additionally, our VoIP emergency calling service is significantly more limited than the emergency calling services offered by traditional telephone companies. Our VoIP emergency calling service can only transmit to a dispatcher at a public safety answering point, or PSAP, the location information that the subscriber has registered with us, which may at times be different from the actual location at the time of the call. As a result, our emergency calling systems may not assure that the appropriate PSAP is reached and may cause significant delays, or even failures, in callers’ receipt of emergency assistance. Our failure to develop or operate an adequate emergency calling service could subject us to substantial liabilities and may result in delays in subscriber adoption of our VoIP telephony services or all of our services, abandonment of our services by subscribers, and litigation costs, damage awards and negative publicity, any of which could harm our business, prospects, financial condition or results of operations.

If 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 ~~subscribers do not accept the differences between~~company or any of our ~~VoIP telephony services and traditional telephone service, they may not adopt~~subsidiaries, threatened against or ~~keep~~affecting our ~~VoIP telephony services~~company, our common stock, any of our subsidiaries or of our companies or our ~~other services,~~subsidiaries’ officers or ~~may choose to retain or return to service provided by traditional telephone companies. Because VoIP telephony services represent~~directors in their capacities as such, in which an important aspect of our business strategy, failure to achieve subscribers’ acceptance of our VoIP telephony services may adversely affect our prospects, results of operations and the trading price of our shares.

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We rely on contract manufacturers and a limited number of third-party suppliers to produce our network equipment and to maintain our network sites. If these companies fail to perform, we may have a shortage of components and may be required to suspend our network deployment and our product and service introduction.

We depend on contract manufacturers, to produce and deliver acceptable, high quality products on a timely basis. We also depend on a limited number of third parties to maintain our network facilities. If our contract manufacturer or other providers do not satisfy our requirements, or if we lose our contract manufacturers or any other significant provider, we may have an insufficient network services for delivery to subscribers, we may be forced to suspend portions of our wireless broadband network, enrollment of new subscribers, and product sales and our business, prospects, financial condition and operating results may be harmed.

~~We rely on highly skilled executives and other personnel. If we cannot retain and motivate key personnel, we may be unable to implement our business strategy~~.

We will be highly dependent on the scientific, technical, and managerial skills of certain key employees, including technical, research and development, sales, marketing, financial and executive personnel, and on our ability to identify, hire and retain additional personnel. To accommodate our current size and manage our anticipated growth, we must expand our employee base. Competition for key personnel, particularly persons having technical expertise, is intense, and there can be no assurance that we will be able to retain existing personnel or to identify or hire additional personnel. The need for such personnel is particularly important given the strains on our existing infrastructure and the need to anticipate the demands of future growth. In particular, we are highly dependent on the continued services of our senior management team, which currently is composed of a small number of individuals. We do not maintain key-man life insurance on the life of any employee. The inability of us to attract, hire or retain the necessary technical, sales, marketing, financial and executive personnel, or the loss of the services of any member of our senior management team,adverse decision could have a material adverse ~~effect on us.~~

Our future success depends largely on the expertise and reputation of our founder, Chairman and Chief Executive Officer Stephen J. Thomas, Richard Eberhardt, and the other members of our senior management team. In addition, we intend to hire additional highly skilled individuals to staff our operations. Loss of any of our key personnel or the inability to recruit and retain qualified individuals could adversely affect our ability to implement our business strategy and operate our business.

We are currently managed by a small number of key management and operating personnel. Our future success depends, in part, on our ability to recruit and retain qualified personnel. Failure to do so likely would have an adverse impact on our business and the trading price of our common stock.

~~If our data security measures are breached, subscribers may perceive our network and services as not secure~~.

Our network security and the authentication of the subscriber’s credentials are designed to protect unauthorized access to data on our network. Because techniques used to obtain unauthorized access to or to sabotage networks change frequently and may not be recognized until launched against a target, we may be unable to anticipate or implement adequate preventive measures against unauthorized access or sabotage. Consequently, unauthorized parties may overcome our encryption and security systems and obtain access to data on our network, including on a device connected to our network. In addition, because we operate and control our network and our subscribers’ Internet connectivity, unauthorized access or sabotage of our network could result in damage to our network and to the computers or other devices used by our subscribers. An actual or perceived breach of network security, regardless of whether the breach is our fault, could harm public perception of the effectiveness of our security measures, adversely affect our ability to attract and retain subscribers, expose us to significant liability and adversely affect our business prospects.

~~Our activities outside the United States could disrupt our operations~~.

We intend to invest in various international companies and spectrum opportunities through acquisitions and strategic alliances as these opportunities arise. Our activities outside the United States operate in environments different from the one we face in the United States, particularly with respect to competition and regulation. Due to these differences, our activities outside the United States may require a disproportionate amount of our management and financial resources, which could disrupt our U.S. operations and adversely affect our business.

In a number of international markets, we face substantial competition from local service providers that offer or may offer their own wireless broadband or VoIP telephony services and from other companies that provide Internet connectivity services. We may face heightened challenges in gaining market share, particularly in certain European countries, where a large portion of the population already has broadband Internet connectivity and incumbent companies already have a

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dominant market share in their service areas. Furthermore, foreign providers of competing services may have a substantial advantage over us in attracting subscribers due to a more established brand, greater knowledge of local subscribers’ preferences and access to significant financial or strategic resources.

In addition, foreign regulatory authorities frequently own or control the incumbent telecommunications companies operating under their jurisdiction. Established relationships between government-owned or government-controlled telecommunications companies and their traditional local providers of telecommunications services often limit access of third parties to these markets. The successful expansion of our international operations in some markets will depend on our ability to locate, form and maintain strong relationships with established local communication services and equipment providers. Failure to establish these relationships or to market or sell our products and services successfully could limit our ability to attract subscribers to our services.

~~We may be unable to protect our intellectual property, which could reduce the value of our services and our brand~~.

Our ability to compete effectively depends on our ability to protect our proprietary technologies, system designs and manufacturing processes. We may not be able to safeguard and maintain our proprietary rights. We rely on patents, trademarks and policies and procedures related to confidentiality to protect our intellectual property. Some of our intellectual property, however, is not covered by any of these protections.

We could be subject to claims that we have infringed on the proprietary rights of others, which claims would likely be costly to defend, could require us to pay damages and could limit our ability to use necessary technologies in the future.

Our competitors may independently develop or patent technologies or processes that are substantially equivalent or superior to ours. These competitors may claim that our services and products infringe on these patents or other proprietary rights. Defending against infringement claims, even merit less ones, would be time consuming, distracting and costly. If we are found to be infringing proprietary rights of a third party, we could be enjoined from using such third party’s rights and be required to pay substantial royalties and damages and may no longer be able to use the intellectual property on acceptable terms or at all. Failure to obtain licenses to intellectual property could delay or prevent the development, manufacture or sale of our products or services and could cause us to expend significant resources to develop or acquire non-infringing intellectual property.

~~Our business depends on our brand, and if we do not maintain and enhance our brand, our ability to attract and retain subscribers may be impaired and our business and operating results harmed~~.

We believe that our brand is a critical part of our business. Maintaining and enhancing our brand may require us to make substantial investments with no assurance that these investments will be successful. If we fail to promote and maintain our brands, or if we incur significant expenses in this effort, our business, prospects, operating results and financial condition may be harmed.effect. We anticipate that ~~maintaining~~we (including current and ~~enhancing our brand~~any future subsidiaries) will ~~become increasingly important, difficult and expensive.~~

~~We are subject to extensive regulation.~~

Our acquisition, lease, maintenance and use of spectrum licenses are extensively regulated by federal, state, local, and foreign governmental entities. A number of other federal, state, local and foreign privacy, security and consumer laws also apply to our business. These regulations and their application are subject to continual change as new legislation, regulations or amendments to existing regulations are adopted from time to time by governmental or regulatory authorities, including as a result of judicial interpretations of such laws and regulations. Current regulations directly affect the breadth of services we are able to offer and may impact the rates, terms and conditions of our services. Regulation of companies that offer competing services, such as cable and DSL providers and incumbent telecommunications carriers, also affects our business indirectly.

We are also subject to regulation because we provide VoIP telephony services. As an “interconnected” VoIP provider, we are required under FCC rules, to comply with the Communications Assistance for Law Enforcement Act, or CALEA, which requires service providers to build certain capabilities into their networks and to accommodate wiretap requests from law enforcement agencies.

In addition, the FCC or other regulatory authorities may in the future restrict our ability to manage subscribers’ use of our network, thereby limiting our ability to prevent or address subscribers’ excessive bandwidth demands. To maintain the quality of our network and user experience, we manage the bandwidth used by our subscribers’ applications, in part by restricting the types of applications that may be used over our network. Some providers and users of these applications have objected to

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this practice. If the FCC or other regulatory authorities were to adopt regulations that constrain our ability to employ bandwidth management practices, excessive use of bandwidth-intensive applications would likely reduce the quality of our services for all subscribers. Such decline in the quality of our services could harm our business.

In certain of our international markets, the services provided by our business may require receipt of a license from national, provincial or local regulatory authorities. Where required, regulatory authorities may have significant discretion in granting the licenses and in the term of the licenses and are often under no obligation to renew the licenses when they expire.

The breach of a license or applicable law, even if inadvertent, can result in the revocation, suspension, cancellation or reduction in the term of a license or the imposition of fines. In addition, regulatory authorities may grant new licenses to third parties, resulting in greater competition in territories where we already have rights to licensed spectrum. In order to promote competition, licenses may also require that third parties be granted access to our bandwidth, frequency capacity, facilities or services. We may not be able to obtain or retain any required license, and we may not be able to renew a license on favorable terms, or at all.

~~Our wireless broadband and VoIP telephony services may~~ become subject to ~~greater state or federal regulation~~claims and legal proceedings arising in the ~~future. The scope~~ordinary course of ~~the regulations that may apply~~business. It is not feasible to ~~VoIP telephony services providers and the impact of such regulations on providers’ competitive position are presently unknown.~~

~~Our Chairman and Chief Executive Officer is also our largest stockholder, and as a result he can exert control over us and has actual or potential interests that may diverge from yours.~~

Mr. Thomas may have interests that diverge from those of other holders of our common stock and he owns our super majority voting Series A stock. As a result, Mr. Thomas may vote the shares he owns or otherwise cause us to take actions that may conflict with your best interests as a stockholder, which could adversely affect our results of operations and the trading price of our common stock.

Through his control, Mr. Thomas can control our management, affairs and all matters requiring stockholder approval, including the approval of significant corporate transactions, a sale of our company, decisions about our capital structure and, the composition of our board of directors.

~~RISK FACTORS RELATED TO OUR STOCK~~

~~We can give no assurance of success or profitability to our investors.~~

Cash flows generated from operating activities were not enough to support all working capital requirements for the years ended March 31, 2019 and 2018. Financing activities described below, have helped with working capital and other capital requirements. We incurred $2,981,346 and $1,037,581, respectively, in losses, and we used $369,477 and $250,097, respectively, in cash for operations for the three months ended March 31, 2019 and 2018. Cash flows from financing activities were $848,661 and $235,635 for the same periods. 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 frompredict the outcome of ~~this uncertainty.~~

Subsequent to March 31, 2019, convertible promissory note was extended to the Company in the amount of $65,000 into convertible debt. In addition, the company secured $527,000 in the sale of future receipts.

~~Our sources of capital are loans and sales of equity from common or preferred stock. We have no firm commitments for loans or equity sales at this date.~~

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~~We may in the future issue more shares which could cause a loss of control by our present management and current stockholders.~~

We may issue further shares as consideration for the cash or assets or services out of our authorized but unissued common stock that would, upon issuance, represent a majority of the voting power and equity of our Company. The result of such an issuance would be those new stockholders and management would control our Company, and persons unknown could replace our management at this time. Such an occurrence would result in a greatly reduced percentage of ownership of our Company by our current shareholders, which could present significant risks to investors.

We have options and warrants issued and outstanding, convertible promissory notes and preferred stock that is convertible into common stock. A conversion of such equity and debt instruments could have a dilutive effect to existing shareholders.

~~As of March 31, 2019, we had options outstanding to purchase 3,093,120 shares of common stock of the Company.~~

~~As of March 31, 2019, we had convertible promissory notes outstanding that were convertible into 9,475,367 common shares.~~

~~In addition, the Series A and B preferred stocks outstanding are convertible into common shares of 128,056,693 and 2,588,693, respectively as of March 31, 2019.~~

The exercise of the options, convertible promissory notes and Series A and B Series Preferred Stock into shares of our common stock could have a dilutive effect to the holdings of our existing shareholders.

~~As of March 31, 2019, the following warrants were outstanding:~~

~~Our officers and directors may have conflicts of interests as to corporate opportunities which we may not be able or allowed to participate in~~.

Presently there is no requirement contained in our Articles of Incorporation, Bylaws, or minutes which requires officers and directors of our business to disclose to us business opportunities which come to their attention. Our officers and directors do, however, have a fiduciary duty of loyalty to us to disclose to us any business opportunities which come to their attention, in their capacity as an officer and/or director or otherwise. Excluded from this duty would be opportunities which the person learns about through his involvement as an officer and director of another company. We have no intention of merging with or acquiring business opportunity from any affiliate or officer or director.

~~We have agreed to indemnification of officers and directors as is provided by Florida Statutes.~~

Florida Statutes provide for the indemnification of our directors, officers, employees, and agents, under certain circumstances, against attorney’s fees and other expenses incurred by them in any litigation to which they become a party arising from their association with or activities our behalf. We will also bear the expenses of such litigation for any of our directors, officers, employees, or agents, upon such person’s promise to repay us therefore if it is ultimately determined that any such ~~person shall not have been entitled to indemnification. This indemnification policy could result in substantial expenditures by us that we will be unable to recoup.~~

~~Our directors’ liability to us and shareholders is limited.~~

Florida Statutes exclude personal liability of our directors and our stockholders for monetary damages for breach of fiduciary duty except in certain specified circumstances. Accordingly, we will have a much more limited right of action against our directors that otherwise would be the case. This provision does not affect the liability of any director under federal or applicable state securities laws.

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~~Our Stock prices in the Market may be volatile.~~

The value of our Common stock following this offering may be highly volatile and could be subject to fluctuations in price in response to various factors, some of which are beyond our control. These factors include:


	•	~~quarterly variations in our results of operations or those of our competitors;~~
	•	~~announcements by us or our competitors of acquisitions, new products, significant contracts, commercial relationships or capital commitments;~~
	•	~~disruption to our operations or those of other sources critical to our network operations;~~
	•	~~the emergence of new competitors or new technologies;~~
	•	~~our ability to develop and market new and enhanced products on a timely basis;~~
	•	~~seasonal or other variations in our subscriber base;~~
	•	~~commencement of, or our involvement in, litigation;~~
	•	~~availability of additional spectrum;~~
	•	~~dilutive issuances of our stock or the stock of our subsidiaries, or the incurrence of additional debt;~~
	•	~~changes in our board or management;~~
	•	~~adoption of new or different accounting standards;~~
	•	~~changes in governmental regulations or in the status of our regulatory approvals;~~
	•	~~changes in earnings estimates or recommendations by securities analysts;~~
	•	~~announcements regarding WiMAX and other technical standards; and~~
	•	~~general economic conditions and slow or negative growth of related markets.~~

In addition, the stock market in general, and the market for shares of technology companies in particular, has experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. We expect the value of our common stock will be subject to such fluctuations.

~~We may not be able to successfully implement our business strategy without substantial additional capital. Any such failure may adversely affect the business and results of operations.~~

Unless we can generate revenues sufficient to implement our Business Plan, we will need to obtain additional financing through debt or bank financing, or through the sale of shareholder interests to execute our Business Plan. We expect to need $16,900,000 in the next twelve months in capital or loans to complete our plans and operations. We may not be able to obtain this financing at all. We have not sought commitments for this financing, and we have no terms for either debt or equity financing, and we realize that it may be difficult to obtain on favorable terms. Moreover, if we issue additional equity securities to support our operations, Investor holdings may be diluted. Our business plans are at risk if we cannot continually achieve additional capital raising to complete our plans.

~~We are reliant, in part, on third party sales organizations, which may not perform as we expect.~~

We, from time to time rely on the sales force of third-party sales organizations with support from our own selling resources. The third-party relationships and internal organization are not fully developed at this time and must be developed. We may not be able to hire effective inside sales people to help our third-party sales organizations close sales. There is no assurance that any approaches will improve sales. Further, using only a direct sales force would be less cost-effective than our plan to use third-party sales organizations. In addition, a direct sales model may be ineffective if we were unable to hire and retain qualified salespeople and if the sales force fails to complete sales. Moreover, even if we successfully implement our business strategy, we may not have positive operating results. We may decide to alter or discontinue aspects of our business strategy and may adopt different strategies due to business or competitive factors.

~~Our growth may be affected adversely if our sales of products and services are negatively affected by competition or other factors.~~

The growth of our business is dependent, in large part, upon the development of sales for our services and product offerings. Market opportunities that we expect to exist may not develop as expected, or at all. For example, a substantial percentage of our service offerings is oriented around data access. If lower cost alternatives are developed, our sales would decrease and our operating results would be negatively affected. Moreover, even if market opportunities develop as expected, new technologies and services offerings introduced by competitors may significantly limit our ability to capitalize on any such market opportunity. Our failure to capitalize on expected market opportunities would adversely affect revenue growth.

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The lack of operating history and the rapidly changing nature of the market in which we compete make it difficult to accurately forecast revenues and operating results. We anticipate that revenues and operating results might fluctuate in the future due to a number of factors including the following:

~~the timing of sales for current services and products offerings~~

~~the timing of new product implementations~~

~~unexpected delays in introducing new services and products offerings~~

~~increased expense related to sales and marketing, product development or administration~~

~~the mix of products and our services offerings~~

~~costs related to possible acquisitions of technology or business.~~

~~costs of providing services~~

~~We may be unable to compete with larger, more established competitors.~~

The market for providing network delivered service solutions is competitive. We expect competition to intensify in the future. Many of our potential competitors have longer operating histories, larger customer bases, greater recognition and significantly greater resources. As a result, competitors may be able to respond more quickly to emerging technologies and changes in customer requirements than we can. The continuous and timely introduction of competitively priced services offerings into the market is critical to our success, and there can be no assurance that we will be able to introduce such services offerings. We may not be able to compete successfully against competitors, and the competitive pressures we face may have an adverse effect on our business.

~~RISKS RELATING TO OUR INTELLECTUAL PROPERTY AND POTENTIAL LITIGATION~~

~~We may not be able to protect our intellectual property and proprietary rights.~~

There can be no assurances that we will be able to obtain intellectual property protection that will effectively prevent any competitors from developing or marketing the same or a competing technology. In addition, we cannot predict whether we will be subject to intellectual property litigation the outcome of which is subject to uncertainty and which can be very costly to pursue or defend. We will attempt to continue to protect our proprietary designs and to avoid infringing on the intellectual property of third parties. However, there can be no assurance that we will be able to protect our intellectual property or avoid suits by third parties claiming intellectual property infringement.

~~If our patents and other intellectual property rights do not adequately protect our service offering, we may lose market share to competitors and be unable to operate our business profitably.~~

Patents and other proprietary rights are anticipated to be of value to our future business, and our ability to compete effectively with other companies depends on the proprietary nature of our current or future technologies. We also rely upon trade secrets, know-how, continuing technological innovations and licensing opportunities to develop, maintain, and strengthen our competitive position. We cannot assure you that any future patent applications will result in issued patents, that any patents issued or licensed to us will not be challenged, invalidated or circumvented or that the rights granted there under will provide a competitive advantage to us or prevent competitors from entering markets which we currently serve. Any required license may not be available to us on acceptable terms, if at all or may become invalid if the licensee’s right to such technology become challenged and/or revoked. In addition, some licenses may be non-exclusive, and therefore competitors may have access to the same technologies as we do. Furthermore, we may have to take legal action in the future to protect our trade secrets or know-how, or to defend them against claimed infringement of the rights of others. Any legal action of that type could be costly and time-consuming to us,proceedings and we cannot assure ~~you~~ that ~~such actions~~their ultimate disposition will ~~be successful. The invalidation of key patents or proprietary rights which we own or unsuccessful outcomes in lawsuits to protect our intellectual property may~~not have a ~~material~~materially adverse effect on our business, financial condition, ~~and results of operations.~~

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~~We may in the future become subject to claims that some,~~cash flows or ~~the entire service offering violates the patent or intellectual property rights of others, which could be costly and disruptive to us.~~

We operate in an industry that is susceptible to patent litigation. As a result, we or the parties we license technology from may become subject to patent infringement claims or litigation. Further, one or more of our future patents or applications may become subject to interference proceedings declared by the U.S. Patent and Trademark Office, (“USPTO”) or the foreign equivalents thereof to determine the priority of claims to inventions. The defense of intellectual property suits, USPTO interference proceedings or the foreign equivalents thereof, as well as related legal and administrative proceedings, are both costly and time consuming and may divert management's attention from other business concerns. An adverse determination in litigation or interference proceedings to which we may become a party could, among other things:

~~subject us to significant liabilities to third parties, including treble damages;~~
~~require disputed rights to be licensed from a third party for royalties that may be substantial;~~
~~require us to cease using such technology; or~~
~~prohibit us from selling certain of our service offerings.~~

~~Any of these outcomes could have a material adverse effect on our business, financial condition and~~ results of operations.

~~Our stock will in all likelihood be thinly traded and as a result you may be unable to sell at or near ask prices or at all if you need to liquidate your shares.~~ITEM 1A. RISK FACTORS

~~The shares of our common stock may be thinly-traded on~~No Material Changes in Risk Factors since the OTC Market, meaning that the number of persons interested in purchasing our common shares at or near ask prices at any given time may be relatively small or non-existent. This situation is attributable to a number of factors, including the fact that we are a small company which is relatively unknown to stock analysts, stock brokers, institutional investors and othersdisclosure contained in the ~~investment community that generate or influence sales volume, and that even if we came to~~Form 10-K for the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven, early stage company such as ours or purchase or recommend the purchase of any of our Securities until such time as we became more seasoned and viable. As a consequence, there may be periods of several days or more when trading activity in our Securities is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on Securities price. We cannot give you any assurance that a broader or more active public trading market for our common Securities will develop or be sustained, or that any trading levels will be sustained. Due to these conditions, we can give investors no assurance that they will be able to sell their shares at or near ask prices or at all if they need money or otherwise desire to liquidate their securities of our Company.year ended December 31, 2020.

~~The regulation of penny stocks by SEC and FINRA may discourage the tradability of our securities.~~

We are a “penny stock” company. None of our securities currently trade in any market and, if ever available for trading, will be subject to a Securities and Exchange Commission rule that imposes special sales practice requirements upon broker-dealers who sell such securities to persons other than established customers or accredited investors. For purposes of the rule, the phrase “accredited investors” means, in general terms, institutions with assets in excess of $5,000,000, or individuals having a net worth in excess of $1,000,000 or having an annual income that exceeds $200,000 (or that, when combined with a spouse’s income, exceeds $300,000). For transactions covered by the rule, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser’s written agreement to the transaction prior to the sale. Effectively, this discourages broker-dealers from executing trades in penny stocks. Consequently, the rule will affect the ability of purchasers in this offering to sell their securities in any market that might develop therefore because it imposes additional regulatory burdens on penny stock transactions.

In addition, the Securities and Exchange Commission has adopted a number of rules to regulate “penny stocks". Such rules include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Securities and Exchange Act of 1934, as amended. Because our securities constitute “penny stocks” within the meaning of the rules, the rules would apply to us and to our securities. The rules will further affect the ability of owners of shares to sell our securities in any market that might develop for them because it imposes additional regulatory burdens on penny stock transactions.

Shareholders should be aware that, according to Securities and Exchange Commission, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (i) control of the market for the security by

~~Table of Contents~~

one or a few broker-dealers that are often related to the promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (iii) “boiler room” practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (iv) excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and (v) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired consequent investor losses. Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities.

Inventory in penny stocks have limited remedies in the event of violations of penny stock rules. While the courts are always available to seek remedies for fraud against us, most, if not all, brokerages require their customers to sign mandatory arbitration agreements in conjunctions with opening trading accounts. Such arbitration may be through an independent arbiter. Investors may file a complaint with FINRA against the broker allegedly at fault, and FINRA may be the arbiter, under FINRA rules. Arbitration rules generally limit discovery and provide more expedient adjudication, but also provide limited remedies in damages usually only the actual economic loss in the account. Investors should understand that if a fraud case is filed against a company in the courts it may be vigorously defended and may take years and great legal expenses and costs to pursue, which may not be economically feasible for small investors.

~~That absent arbitration agreements, specific legal remedies available to investors of penny stocks include the following:~~

If a penny stock is sold to the investor in violation of the requirements listed above, or other federal or states securities laws, the investor may be able to cancel the purchase and receive a refund of the investment.

~~If a penny stock is sold to the investor in a fraudulent manner, the investor may be able to sue the persons and firms that committed the fraud for damages.~~

The fact that we are a penny stock company will cause many brokers to refuse to handle transactions in the stocks, and may discourage trading activity and volume, or result in wide disparities between bid and ask prices. These may cause investors significant illiquidity of the stock at a price at which they may wish to sell or in the opportunity to complete a sale. Investors will have no effective legal remedies for these illiquidity issues.

~~We will pay no dividends in the foreseeable future~~.

~~We have not paid dividends on our common stock and do not anticipate paying such dividends in the foreseeable future.~~

~~Rule 144 sales in the future may have a depressive effect on our stock price.~~

All of the outstanding shares of common stock held by our present officers, directors, and affiliate stockholders are “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933, as amended. As restricted Shares, these shares may be resold only pursuant to an effective registration statement or under the requirements of Rule 144 or other applicable exemptions from registration under the Act and as required under applicable state securities laws. Rule 144 provides in essence that a person who has held restricted securities for six months, under certain conditions, sell every three months, in brokerage transactions, a number of shares that does not exceed the greater of 1.0% of a company’s outstanding common stock or the average weekly trading volume during the four calendar weeks prior to the sale. There is no limit on the amount of restricted securities that may be sold by a non-affiliate after the owner has held the restricted securities for a period of six months. A sale under Rule 144 or under any other exemption from the Act, if available, or pursuant to subsequent registration of shares of common stock of present stockholders, may have a depressive effect upon the price of the common stock in any market that may develop.

~~Any sales of our common stock, if in significant amounts, are likely to depress the future market price of our securities.~~

Assuming all of the shares of common stock held by the selling security holders registered recently in a Form S-1 that became effective in 2019 are sold, we would have 38,208,210 new shares that are freely tradable and therefor available for sale, in market or private transactions.

~~Unrestricted sales of 38,208,210 shares of stock by these selling stockholders could have a huge negative impact on our share price, and the market for our shares.~~

~~Table of Contents~~

~~Any new potential investors will suffer a disproportionate risk and there will be immediate dilution of existing investor’s investments.~~

Our present shareholders have acquired their securities at a cost significantly less than that which the investors purchasing pursuant to shares will pay for their stock holdings or at which future purchasers in the market may pay. Therefore, any new potential investors will bear most of the risk of loss.

~~We can issue shares of preferred stock without shareholder approval, which could adversely affect the rights of common shareholders.~~

Our Articles of Incorporation permit our Board of Directors to establish the rights, privileges, preferences and restrictions, including voting rights, of future series of stock and to issue such stock without approval from our shareholders. The rights of holders of common stock may suffer as a result of the rights granted to holders of preferred stock that may be issued in the future. In addition, we could issue preferred stock to prevent a change in control of our Company, depriving common shareholders of an opportunity to sell their stock at a price in excess of the prevailing market price.

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

~~None.~~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 and Registration Statement Form S-1/A dated October 28, 2020, amended on January 15, 2021 and in our Form 10K for the year ended December 31, 2020, we have not sold unregistered securities in the past 2 years without registering the securities under the Securities Act of 1933.

We have filed Forms 8-K dated April 22, 2019, May 28, 2019, June 20, 2019, September 19, 2019 and September 30, 2019, related to convertible promissory notes for which the underlying common shares have not be registered.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

~~None.~~The Company is in default under its derivative financial instruments and received notice of such from Auctus and EMA for not reserving enough shares for conversion and for not having filed a Form S-1 Registration Statement with the Securities and Exchange Commission. It was the intent of the Company to pay back all derivative securities prior to the due dates but that has not occurred in case of Auctus or EMA. As such, the Company is currently in negotiations with Auctus and EMA and relative to extending due dates and changing terms on the Notes. The Company has been named in a lawsuit by EMA for failing to comply with a Securities Purchase Agreement entered into in June 2019.

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ITEM 4. MINE SAFETY DISCLOSURE

Not Applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

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

~~31.1~~ Exhibit No.		Description
31.1		Certification of Chief Executive Officer Pursuant to Rule 13a–14(a) or 15d-14(a) of the Securities Exchange Act of 1934
31.2		Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934
32.1		Certification of Chief Executive Officer under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of Chief Financial Officer under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		XBRL Instance Document ~~(1)~~- 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 ~~(1)~~
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document ~~(1)~~
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document ~~(1)~~
101.LAB		XBRL Taxonomy Extension Label Linkbase Document ~~(1)~~
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document ~~(1)~~
104		Cover Page Interactive Data File (formatted as an Inline XBRL document and included in Exhibit 101)


~~(1)~~	Pursuant to Rule 406T of Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.40

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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: ~~May 20, 2019~~August 23, 2021	By:	~~/s/~~ /s/ Stephen J. Thomas, III
		Stephen J. Thomas, III
		(Chief Executive Officer, Principal Executive Officer)
		~~Officer)~~
Dated: August 23, 2021	By:
~~Dated: May 20, 2019~~	~~By:~~	~~/s/~~ /s/ Gary L. Cook
		Gary L. Cook
		(Chief Financial Officer, Principal Accounting Officer)


		~~Officer)~~41

	March 31,		December 31
	2019		2018
	(Unaudited)
CURRENT ASSETS
Cash and cash equivalents	$	510,970	$	31,786
Accounts receivable, net		71,245		48,922
Prepaid expenses and other current assets		1,767		36,111
Total current assets	$	583,982	$	116,819
NON-CURRENT ASSETS
Property and equipment, net	$	2,975,235	$	3,046,942
Intangible assets, net		6,465,580		6,671,582
Goodwill		924,361		924,361
Deposits and other assets		66,996		62,013
Total non-current assets	$	10,432,172	$	10,704,898

TOTAL ASSETS	$	11,016,154	$	10,821,717

Current liabilities
Accounts payable and accrued expenses	$	5,401,935	$	4,993,970
Deferred revenue		32,043		6,450
Customer deposits		338,725		338,725
Business loans, advances and agreements		766,936		716,936
Current portion of convertible notes payable, net of discount		41,336		10,000
Notes payable - related parties, net of discount		9,296,492		9,137,982
Current portion of convertible notes payable – related parties, net of discounts		192,938		202,688
Derivative liabilities		2,208,416		—
Financing lease liabilities		137,890		138,774
Financing lease liabilities – related party		605,508		598,490
Total current liabilities	$	19,022,219	$	16,144,015

NON-CURRENT LIABILITIES
Convertible note payable, net of current portion and discounts	$	5,000	$	5,000
Convertible notes payable – related parties, net of current portion and discounts		722,500		599,200
Total non-current liabilities		727,500		604,200
Total liabilities	$	19,749,719	$	16,748,215

Commitments and contingencies – See Note 7		—		—

	Series A Preferred Stock				Series B Preferred Stock				Common Stock				Subscriptions			Additional Paid-in		Accumulated
	Shares		Amount		Shares		Amount		Shares		Amount		Payable (Receivable)			Capital		Deficit			Total
Balance as of December 31, 2017		1,000,000	$	1,000		2,588,693	$	2,589		136,953,904	$	136,954	$	(4,765	)	$	10,371,442	$	(13,425,439	)	$	(2,918,219	)

Issuance of stock and stock options for services		—		—		—		—		—		—		254,306			14,224		—			268,530

Cash received for common stock to be contributed by officer		—		—		—		—		—		—		122,000			—		—			122,000
Net loss		—		—		—		—		—		—		—			—	$	(1,037,581	)	$	(1,037,581	)
Balance as of March 31, 2018		1,000,000	$	1,000		2,588,693	$	2,589		136,953,904	$	136,954	$	371,541		$	10,385,666	$	(14,463,020	)	$	(3,565,270	)

	Series A Preferred Stock				Series B Preferred Stock				Common Stock				Subscriptions		Additional Paid-in		Accumulated
	Shares		Amount		Shares		Amount		Shares		Amount		Payable (Receivable)		Capital		Deficit			Total
Balance as of December 31, 2018		1,000,000	$	1,000		2,588,693	$	2,589		136,953,904	$	136,954	$	168,006	$	12,567,881	$	(18,802,928	)	$	(5,926,498	)


Issuance of stock and stock options for services		—		—		—		—		—		—		101,563		72,716		—			174,279


Net Loss		—		—		—		—		—		—		—		—	$	(2,981,346	)	$	(2,981,346	)

Balance as of March 31, 2019		1,000,000	$	1,000		2,588,693	$	2,589		136,953,904	$	136,954	$	269,569	$	12,640,597	$	(21,784,274	)	$	(8,733,565	)

	2019		2018
Discount on derivative financial instruments	$	668,000	$	—
	$	—	$	—

	For the three months ended March 31, 2019		For the three months ended March 31, 2018
Copperhead Digital	$	67,700	$	122,735
K Telecom		18,683		41,650
San Diego Media		13,343		71,405
Blue Collar		61,750		—
P2P		—		14,428
Total Revenue	$	161,476	$	250,218

	2019			2018
Property and equipment:
Telecommunications fiber and equipment	$	3,274,045			3,274,045
Film production equipment		369,903			369,903
Office furniture and equipment		82,014			82,104
Leasehold improvements		18,679			18,679
		3,744,641			3,744,641
Accumulated depreciation		(769,406	)		(697,699	)
Property and equipment, net	$	2,975,235			3,046,942

	2019			2018
Business loans and advances, net of discounts (1)	$	665,692			615,692
Convertible notes payable, net of discounts (2)		46,336			15,000
Factoring agreement (3)		101,244			101,244
Debt – third party	$	813,272			731,936

Line of credit, related party secured by assets (4)	$	3,043,390			3,043,390
Debt– other related party, net of discounts (5)		5,935,159			5,912,898
Convertible debt – related party (2)		915,438			801,888
Shareholder debt (6)		317,943			181,694
Debt – related party	$	10,211,930			9,939,870

Total financing arrangements	$	11,025,202			10,671,806

Less current liabilities:
Business loans, advances and agreements	$	(766,936	)		(716,936	)
Convertible notes payable, net of discount		(41,336	)		(10,000	)
Notes payable – related parties, net of discount		(9,296,492	)		(9,137,982	)
Convertible notes payable – related party		(192,938	)		(202,688	)
		(10,297,702	)		(10,067,606	)
Total non-current liabilities	$	727,500			604,200

	Debt Derivative Liabilities
Balance, December 31, 2018	$	—
Debt discount from initial derivative		668,000
Initial fair value of derivative liabilities in excess of debt discounts		1,838,410
Change in fair value of derivative liabilities at end of period		(297,994	)
Balance, March 31, 2019	$	2,208,416
Derivative expense for the three months ended March 31, 2019	$	1,540,416

	Options Outstanding		Vested		Vesting Period	Exercise Price Outstanding and Exercisable		Expiration Date
December 31, 2017		93,120		93,120	100% at issue		$0.05 to $0.22	12-31-19
Granted		3,000,000		—	12 to 18 months	$	0.10	2-28-20 to 3-20-21
December 31, 2018		3,093,120		1,954,230			$0.05 to $0.22	12-31-19 to 3-20-21
Granted		—
March 31, 2019		3,093,120		2,176,453			$0.05 to $0.22	12-31-19 to 3-20-21

	2019		2018
Accounts payable:
Related parties (1)	$	881,861	$	741,577
General operating		3,250,506		3,036,601
Credit card balances		253,374		246,949
Accrued interest on debt		352,771		306,318
Other accrued expenses;		33,066		33,063
Taxes and fees payable		630,357		629,462
Total	$	5,401,935	$	4,993,970

Obligation	2019		In Default		Accrued Interest		Total
Telecom Equipment Finance (1)	$	449,103		—		156,405	$	605,508
Telecommunications Equipment (2)		—		101,347		33,624		134,971
Production Equipment Lease (3)		2,919		—		—		2,919
Total	$	452,022		101,347		190,029	$	743,398

	Gross carrying amount (1)		Accumulated Amortization			Net Book Value		Useful Life
Customer Base	$	1,947,200		(1,390,382	)		556,818		3-10
Developed Technology	$	6,105,600		(1,228,671	)		4,876,929		9
Film Library	$	957,000		(50,750	)		906,250		11
Trademarks and Tradenames	$	132,000		(6,417	)		125,583		12
	$	9,141,800		(2,676,220	)		6,465,580

Goodwill	$	924,361		—			924,361

	Gross carrying amount		Accumulated Amortization			Net Book Value		Useful Life
Customer Base	$	1,947,200		(1,374,933	)		572,267		3-10
Developed Technology	$	6,105,600		(1,059,070	)		5,046,530		9
Film Library	$	957,000		(32,700	)		924,300		11
Trademarks and Tradenames	$	132,000		(3,515	)		128,485		12
	$	9,141,800		(2,470,218	)		6,671,582

Goodwill	$	924,361		—			924,361

	2019		2020		2021		2022		2023		Beyond
Customer Base	$	38,006	$	53,455	$	53,455	$	53,455	$	53,455	$	304,992
Developed Technology		508,803		678,404		678,404		678,404		678,404		1,654,510
Film Library		68,950		87,000		87,000		87,000		87,000		489,300
Trademarks and Tradenames		8,098		11,000		11,000		11,000		11,000		73,485
Total	$	623,857	$	829,859	$	829,859	$	829,859	$	829,859	$	2,522,287

	2019			2018
Revenue	$	3,656,169		$	4,860,635
Cost of Sales		2,789,364			2,759,446
Gross Profit	$	866,805		$	2,101,189
Operating expenses		(1,637,207	)		(2,274,711	)
Derivative expense		(1,567,677	)
Interest expense		(130,237	)		(30,410	)
Income taxes		—			—
Net Loss	$	(2,468,316	)	$	(203,931	)

	2021			2020
Loans and advances (1)	$	2,744,042		$	2,517,200
Convertible notes payable (2)		1,711,098			1,711,098
Factoring agreements (3)		687,314			635,130
Debt – third party	$	5,142,454		$	4,863,428

Line of credit, related party secured by assets (4)	$	3,043,390		$	3,043,390
Debt– other related party, net of discounts (5)		7,450,000			7,423,334
Convertible debt – related party (6)		922,181			922,481
Shareholder debt (7)		142,054			93,072
Debt – related party	$	11,557,625		$	11,482,277

Total financing arrangements	$	16,700,079		$	16,345,705

Less current portion:
Loans, advances and factoring agreements – third party	$	(1,678,756	)	$	(2,308,753	)
Convertible notes payable third party		(1,711,098	)		(1,711,098
Debt – related party, net of discount		(10,635,444	)		(10,559,796	)
Convertible notes payable– related party		(922,181	)		(922,481	)
		(14,947,479	)		(15,502,128	)
Total long term debt	$	1,752,600		$	843,577

	Debt Derivative Liabilities
Balance, December 31, 2019	$	8,836,514
Change in derivative liabilities from conversion of notes payable		(1,144,290	)
Change in derivative liabilities from the Odyssey conversion to a term loan		(1,286,762	)
Change in fair value of derivative liabilities for the period – derivative expense		(1,140,323	)
Balance, December 31, 2020	$	5,265,139
Initial fair value of derivative liabilities during the period		77,897
Reclassification of certain derivative liabilities		(185,108	)
Change in fair value of derivative liabilities for period – derivative expense		(374,549	)
Balance, June 30, 2021	$	4,783,379

	Options Outstanding			Vested		Vesting Period		Exercise Price Outstanding and Exercisable		Expiration Date
December 31, 2019		3,000,000			3,000,000	12 to 18 months		$	0.10	3-1-20 to 3-21-21
Expired		(2,000,000	)
December 31, 2020		1,000,000			1,000,000	12 months		$	0.10	3-21-21
Expired		(1,000,000	)
June 30, 2021		-			-		-		0		-

	(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 $785,559 and $679,380 for June 30, 2021 and December 31, 2020, respectively

2021	$	2,703,312
2022		1,855,230
2023		1,290,039
2024		960,126
2025		601,834
Thereafter		157,306
Total operating lease liabilities		7,567,849
Amount representing interest		(975,464	)
Total net present value	$	6,592,385

2021	$	864,025
2022		10,780
2023		0
2024		0
2025		0
Thereafter		0
Total financing lease liabilities		874,805
Amount representing interest		(23,246	)
Total future payments (1)(2)	$	851,559

	(1)	Included is a Telecom Equipment Lease is with an entity owned and controlled by shareholders of the Company and was due August 31, 2020, as amended.
	(2)	Also included are leases under Xroads Equipment Agreements with a third party that allows the Company to pay between $10,780 and $11,288 per month, including interest, starting between November 16, 2020 and February 22, 2021 for eleven months with a $1 value acquisition price at the termination of the leases.

	Gross carrying amount (1)		Accumulated Amortization			Net Book Value		Useful Life
Customer Base	$	938,000	$	(259,065	)	$	678,935	3-10
Developed Technology		4,595,600		(1,872,287	)		2,723,313		9
Film Library		957,000		(213,200	)		743,800		11
Trademarks and Tradenames		132,000		(32,535	)		99,465		12
Favorable leases		95,000		(67,840	)		27,160		3
Other		76,798		(3,840	)		72,958		10
		6,794,398		(2,448,767	)		4,345,631

Goodwill	$	768,091	$	-		$	768,091

	Gross carrying amount		Accumulated Amortization			Net Book Value		Useful Life
Customer Base	$	938,000		(207,771	)	$	730,229	3-10
Developed Technology		4,595,600		(1,616,975	)		2,978,625		9
Film Library		957,000		(177,100	)		779,900		11
Trademarks and Tradenames		132,000		(26,731	)		105,269		12
Favorable leases		95,000		(50,880	)		44,120		3
Other		76,798		0			76,798
Total intangible assets, net	$	6,794,398		(2,079,457	)	$	4,714,941

Goodwill	$	768,091		-		$	768,091

2021	$	389,744
2022		730,059
2023		719,859
2024		719,859
2025		719,859
Thereafter		1,066,251
	$	4,345,631

2021
	TPT SpeedConnect			Blue Collar			TPT MedTech and QuikLABS			Corporate and other			Total
Revenue	$	1,959,818		$	511,454		$	81,458		$	26,490		$	2,579,180
Cost of sales	$	(1,520,612	)	$	(212,565	)	$	(384,233	)	$	(72,231	)	$	(2,189,641	)
Net income (loss)	$	(355,593	)	$	134,320		$	(610,830	)	$	(1,339,095	)	$	(2,171,198	)
Total assets	$	9,473,626		$	1,242,360		$	483,597		$	1,287,285		$	12,486,868
Depreciation and amortization	$	(153,093	)	$	(27,834	)	$	0		$	(168,070	)	$	(348,997	)
Derivative gain	$	0		$	0		$	0		$	189,274		$	189,274
Interest expense	$	(145,465	)	$	(6,071	)	$	0		$	(257,707	)	$	(409,243	)

2020
	TPT SpeedConnect			Blue Collar			Corporate and other			Total
Revenue	$	2,556,832		$	172,687		$	27,252		$	2,756,771
Cost of revenue	$	(1,510,706	)	$	(140,743	)	$	23,189		$	(1,628,260	)
Net income (loss)	$	455,583		$	(187,860	)	$	2,202,487		$	2,470,210
Total assets	$	6,941,344		$	420,298		$	8,084,489		$	15,446,131
Depreciation and amortization	$	(112,794	)	$	(37,112	)	$	(292,793	)	$	(442,699	)
Derivative expense	$	0		$	0		$	3,496,653		$	3,496,653
Interest expense	$	(26,449	)	$	(9,426	)	$	(251,469	)	$	(287,344	)