Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Dec. 09, 2022 | |
Cover [Abstract] | ||
Entity Registrant Name | TPT Global Tech, Inc. | |
Entity Central Index Key | 0001661039 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | true | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Sep. 30, 2022 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
Entity Ex Transition Period | false | |
Entity Common Stock Shares Outstanding | 1,119,173,261 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 333-222094 | |
Entity Incorporation State Country Code | FL | |
Entity Tax Identification Number | 81-3903357 | |
Entity Address Address Line 1 | 501 West Broadway | |
Entity Address Address Line 2 | Suite 800 | |
Entity Address City Or Town | San Diego | |
Entity Address State Or Province | CA | |
Entity Address Postal Zip Code | 92101 | |
City Area Code | 619 | |
Local Phone Number | 301-4200 | |
Entity Interactive Data Current | Yes |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 63,399 | $ 518,066 |
Accounts receivable, net | 295,908 | 101,935 |
Prepaid expenses and other current assets | 204,310 | 122,428 |
Total current assets | 563,617 | 742,429 |
NON-CURRENT ASSETS | ||
Property and equipment, net | 1,091,527 | 1,649,022 |
Operating lease right of use assets | 3,544,160 | 4,259,758 |
Intangible assets, net | 3,164,070 | 3,656,241 |
Goodwill | 104,657 | 104,657 |
Deposits and other assets | 79,120 | 265,318 |
Total non-current assets | 7,983,534 | 9,934,996 |
TOTAL ASSETS | 8,547,151 | 10,677,425 |
Current liabilities | ||
Accounts payable and accrued expenses | 8,683,309 | 9,653,093 |
Deferred revenue | 85,070 | 462,643 |
Customer liability | 338,725 | 338,725 |
Current portion of loans, advances and factoring agreements | 744,300 | 1,446,571 |
Convertible notes payable, net of discounts | 3,467,582 | 1,162,606 |
Notes payable - related parties, net of discounts | 4,768,047 | 10,542,842 |
Convertible notes payable - related parties, net of discounts | 553,100 | 902,781 |
Derivative liabilities | 4,078,343 | 4,042,910 |
Current portion of operating lease liabilities | 6,283,655 | 3,987,405 |
Financing lease liabilities | 0 | 284,055 |
Financing lease liabilities - related party | 703,758 | 682,704 |
Total current liabilities | 29,705,889 | 33,506,335 |
NON-CURRENT LIABILITIES | ||
Loans, advances and factoring agreements, net of current portion and discounts | 144,000 | 218,425 |
Operating lease liabilities, net of current portion | 2,183,219 | 2,976,623 |
Total non-current liabilities | 2,327,219 | 3,195,048 |
Total liabilities | 32,033,108 | 36,701,383 |
Commitments and contingencies | 0 | 0 |
MEZZANINE EQUITY | ||
Total mezzanine equity | 58,249,908 | 5,039,065 |
Stockholders' DEFICIT | ||
Common stock, $.001 par value, 2,500,000,000 shares authorized, 1,028,178,638 and 923,029,038 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively | 1,028,179 | 923,029 |
Subscriptions payable | 21,585 | 5,610 |
Additional paid-in capital | 13,286,592 | 12,860,873 |
Accumulated deficit | (96,134,890) | (44,921,837) |
Total TPT Global Tech, Inc. stockholders' deficit | (81,798,534) | (31,132,325) |
Non-controlling interests | 62,669 | 69,302 |
Total stockholders' deficit | (81,735,865) | (31,063,023) |
Total liabilities and stockholders' DEFICIT | 8,547,151 | 10,677,425 |
Series A Preferred Stock | ||
Stockholders' DEFICIT | ||
Convertible Preferred Series A, 1,000,000 designated - 1,000,000 shares issued and outstanding as of September 30, 2022 and December 31, 2021 | 42,983,742 | 3,117,000 |
Series B Preferred Stock | ||
Stockholders' DEFICIT | ||
Convertible Preferred Series A, 1,000,000 designated - 1,000,000 shares issued and outstanding as of September 30, 2022 and December 31, 2021 | 1,677,473 | 1,677,473 |
Series C Preferred Stock | ||
Stockholders' DEFICIT | ||
Convertible Preferred Series A, 1,000,000 designated - 1,000,000 shares issued and outstanding as of September 30, 2022 and December 31, 2021 | 0 | 0 |
Series D Preferred Stock | ||
Stockholders' DEFICIT | ||
Convertible Preferred Series A, 1,000,000 designated - 1,000,000 shares issued and outstanding as of September 30, 2022 and December 31, 2021 | 244,592 | 244,592 |
Series E Preferred Stock | ||
Stockholders' DEFICIT | ||
Convertible Preferred Series A, 1,000,000 designated - 1,000,000 shares issued and outstanding as of September 30, 2022 and December 31, 2021 | $ 13,344,101 | $ 0 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, authorized | 2,500,000,000 | 2,500,000,000 |
Common stock, issued | 1,028,178,638 | 923,029,038 |
Common stock, outstanding | 1,028,178,638 | 923,029,038 |
Series A Preferred Stock | ||
Mezzanine stock, authorized | 1,000,000 | 1,000,000 |
Mezzanine stock, issued | 1,000,000 | 1,000,000 |
Mezzanine stock, outstanding | 1,000,000 | 1,000,000 |
Series B Preferred Stock | ||
Mezzanine stock, authorized | 3,000,000 | 3,000,000 |
Mezzanine stock, issued | 2,588,693 | 2,588,693 |
Mezzanine stock, outstanding | 2,588,693 | 2,588,693 |
Series C Preferred Stock | ||
Mezzanine stock, authorized | 3,000,000 | 3,000,000 |
Mezzanine stock, issued | 0 | 0 |
Mezzanine stock, outstanding | 0 | 0 |
Series D Preferred Stock | ||
Mezzanine stock, authorized | 10,000,000 | 10,000,000 |
Mezzanine stock, issued | 46,649 | 0 |
Mezzanine stock, outstanding | 46,649 | 0 |
Series E Preferred Stock | ||
Mezzanine stock, authorized | 10,000,000 | 10,000,000 |
Mezzanine stock, issued | 2,043,507 | 0 |
Mezzanine stock, outstanding | 2,043,507 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenues: | ||||
Products | $ 0 | $ 176,230 | $ 590,619 | $ 82,000 |
Services | 2,052,817 | 2,343,196 | 7,220,337 | 6,063,465 |
Total Revenues | 2,052,817 | 2,519,426 | 7,810,956 | 6,145,465 |
COST OF SALES: | ||||
Products | 0 | 0 | 10,640 | 27,882 |
Services | 1,691,539 | 1,935,790 | 6,276,445 | 4,466,047 |
Total Costs of Sales | 1,691,539 | 1,935,790 | 6,287,085 | 4,493,929 |
Gross profit | 361,278 | 583,636 | 1,523,871 | 1,651,536 |
EXPENSES: | ||||
Sales and marketing | 0 | 1,186 | 14,431 | 0 |
Professional | 249,989 | 462,732 | 1,209,851 | 894,615 |
Payroll and related | 572,574 | 574,119 | 1,962,434 | 1,823,527 |
General and administrative | 489,663 | 454,401 | 1,749,985 | 1,358,560 |
Research and development | 0 | 36,485 | 36,485 | 1,750,000 |
Depreciation | 150,454 | 160,641 | 480,344 | 448,943 |
Amortization | 164,057 | 184,655 | 553,965 | 492,171 |
Total expenses | 1,626,737 | 1,874,219 | 6,007,495 | 6,767,816 |
Loss from operations | (1,265,459) | (1,290,583) | (4,483,624) | (5,116,280) |
OTHER INCOME (EXPENSE) | ||||
Derivative gain (loss) | 102,903 | (3,472,930) | (3,098,381) | 491,301 |
Loss on debt extinguishment | 397,008 | 722,200 | 722,200 | (1,970,030) |
Interest expense | (426,265) | (676,983) | (1,477,105) | (4,705,548) |
Other income (expense) | (53,206) | 0 | (334,908) | (52,387) |
Total other income (expenses) | 20,440 | (3,427,713) | (4,188,194) | (6,236,664) |
Net loss before income taxes | (1,245,019) | (4,718,296) | (8,671,818) | (11,352,944) |
Income taxes | 0 | 0 | 0 | 0 |
NET LOSS BEFORE NON-CONTROLLING INTERESTS | (1,245,019) | (4,718,296) | (8,671,818) | (11,352,944) |
NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTERESTS | (16,156) | (1,940) | (71,214) | (6,633) |
DEEMED DIVIDEND RELATED TO MODIFICATION OF SERIES A PREFERREED STOCK | (39,866,742) | 0 | 0 | (39,866,742) |
NET LOSS ATTRIBUTABLE TO TPT GLOBAL TECH, INC. SHAREHOLDERS | $ (41,095,605) | $ (4,716,356) | $ (8,600,604) | $ (51,213,053) |
Loss per common share: Basic and diluted | $ (0.04) | $ (0.01) | $ (0.01) | $ (0.06) |
Weighted average number of common shares outstanding: | ||||
Basic and diluted | 950,225,974 | 890,779,038 | 879,778,872 | 932,094,683 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT (Unaudited) - USD ($) | Total | Common Stock | Subscriptions Payable | Additional Paid-In Capital | Accumulated Deficit | Noncontrolling Interest |
Balance, shares at Dec. 31, 2020 | 865,564,371 | |||||
Balance, amount at Dec. 31, 2020 | $ (28,510,529) | $ 865,565 | $ 125,052 | $ 11,462,940 | $ (40,902,944) | $ (61,142) |
Common stock issued for services or subscription payable, shares | 5,964,667 | |||||
Common stock issued for services or subscription payable, amount | 220,936 | $ 5,965 | (121,217) | 336,203 | 0 | 0 |
Issuance of shares in exchange for debt, shares | 7,500,000 | |||||
Issuance of shares in exchange for debt, amount | 346,500 | $ 7,500 | 0 | 339,000 | 0 | 0 |
Issuance of shares for cash, shares | 29,000,000 | |||||
Issuance of shares for cash, amount | 610,502 | $ 28,999 | 0 | 581,503 | 0 | 0 |
TPT Strategic license cancellation | 0 | 0 | 0 | (219,058) | 0 | 219,058 |
Net loss | (8,671,819) | $ 0 | 0 | 0 | (8,600,605) | (71,214) |
Balance, shares at Sep. 30, 2021 | 908,029,038 | |||||
Balance, amount at Sep. 30, 2021 | (36,004,410) | $ 908,029 | 3,835 | 12,500,573 | (49,503,549) | 86,702 |
Balance, shares at Jun. 30, 2021 | 879,029,038 | |||||
Balance, amount at Jun. 30, 2021 | (31,903,717) | $ 8,790,305 | (3,265) | 11,919,070 | (44,787,194) | 88,642 |
Issuance of shares for cash, shares | 29,000,000 | |||||
Issuance of shares for cash, amount | 610,502 | $ 28,999 | 0 | 581,503 | 0 | 0 |
Net loss | (4,718,296) | 0 | 0 | 0 | (4,716,356) | (1,940) |
Common stock issued for services or subscription payable | 7,100 | $ 0 | 7,100 | 0 | 0 | 0 |
Balance, shares at Sep. 30, 2021 | 908,029,038 | |||||
Balance, amount at Sep. 30, 2021 | (36,004,410) | $ 908,029 | 3,835 | 12,500,573 | (49,503,549) | 86,702 |
Balance, shares at Dec. 31, 2021 | 923,029,038 | |||||
Balance, amount at Dec. 31, 2021 | (31,063,023) | $ 923,029 | 5,610 | 12,860,873 | (44,921,837) | 69,302 |
Net loss | (11,352,944) | 0 | 0 | 0 | (11,346,311) | (6,633) |
Common stock issued for services or subscription payable | 15,975 | $ 0 | 15,975 | 0 | 0 | 0 |
Debt conversion to common stock, shares | 105,149,600 | |||||
Debt conversion to common stock, amount | 530,869 | $ 105,150 | 0 | 425,719 | 0 | 0 |
Modification of Series A Preferred Stock | (39,866,742) | (39,866,742) | ||||
Balance, shares at Sep. 30, 2022 | 1,028,178,638 | |||||
Balance, amount at Sep. 30, 2022 | (81,735,865) | $ 1,028,179 | 21,585 | 13,286,592 | (96,134,890) | 62,669 |
Balance, shares at Jun. 30, 2022 | 923,029,038 | |||||
Balance, amount at Jun. 30, 2022 | (41,160,298) | $ 923,029 | 16,260 | 12,860,873 | (55,039,285) | 78,825 |
Net loss | (1,245,019) | 0 | 0 | 0 | (1,228,863) | (16,156) |
Common stock issued for services or subscription payable | 5,325 | $ 0 | 5,325 | 0 | 0 | 0 |
Modification of Series A Preferred Stock | (39,866,742) | (39,866,742) | ||||
Debt conversion to common stock, shares | 105,149,600 | |||||
Debt conversion to common stock, amount | 530,869 | $ 105,150 | 0 | 425,719 | 0 | 0 |
Balance, shares at Sep. 30, 2022 | 1,028,178,638 | |||||
Balance, amount at Sep. 30, 2022 | $ (81,735,865) | $ 1,028,179 | $ 21,585 | $ 13,286,592 | $ (96,134,890) | $ 62,669 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||||
Net loss | $ (11,352,944) | $ (8,671,819) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation | 448,943 | 480,344 | ||
Amortization | 492,171 | 553,965 | ||
Amortization of debt discounts | 3,593,957 | 829,094 | ||
Loss on conversion of notes payable | 0 | |||
Note payable issued for research and development | 1,550,000 | 0 | ||
Derivative gain | (491,301) | 3,098,381 | ||
Loss on extinguishment of debt | $ 0 | 1,970,030 | (722,200) | |
Loss on disposition of property and equipment | 124,849 | 0 | ||
Share-based compensation: Common stock | 15,975 | 220,936 | ||
Changes in operating assets and liabilities: | ||||
Accounts receivable | (193,973) | 55,152 | ||
Prepaid expenses and other assets | (81,881) | 133,336 | ||
Deposits and other assets | 186,198 | (60,302) | ||
Accounts payable and accrued expenses | 1,633,792 | 2,137,537 | ||
Net change in operating lease right of use assets and liabilities | 2,218,444 | 1,638,578 | ||
Other liabilities | (377,573) | (14,001) | ||
Net cash used in operating activities | (263,313) | (320,999) | ||
Cash flows from investing activities: | ||||
Purchase of equipment | (16,297) | (219,298) | ||
Net cash used in investing activities | (16,297) | (219,298) | ||
Cash flows from financing activities: | ||||
Proceeds from sale of Common Stock | 610,502 | |||
Proceeds from sale of Series D Preferred Stock | 0 | 233,244 | ||
Proceeds from convertible notes, loans and advances | 1,256,187 | 1,961,685 | ||
Payment on convertible loans, advances and factoring agreements | (1,391,580) | (2,024,497) | ||
Proceeds on convertible notes and amounts payable - related parties | 0 | 15,544 | ||
Payments on convertible notes and amounts payable - related parties | (39,664) | (5,827) | ||
Payments on financing lease liabilities and other | 0 | (17,264) | ||
Net cash provided by (used in) financing activities | (175,057) | 773,387 | ||
Net change in cash | (454,667) | 233,090 | ||
Cash and cash equivalents - beginning of period | $ 19,309 | 518,066 | 19,309 | $ 19,309 |
Cash and cash equivalents - end of period | 63,399 | 252,399 | $ 518,066 | |
Cash paid for | ||||
Interest | 8,384 | 34,420 | ||
Taxes | 0 | 0 | ||
Non-Cash Investing and Financing Activities | ||||
Debt discount on factoring agreement | 1,070,591 | 811,788 | ||
Series E Preferred Stock issued in exchange for debt and payables | 13,344,101 | 0 | ||
Common Stock issued in exchange for payable and note | 530,869 | 457,211 | ||
Deemed dividend related to modification of Series A Preferred Stock | 39,866,742 | 0 | ||
TPT Strategic, Inc. merger - Non-controlling interest in intercompany liabilities rescinded | 0 | (219,058) | ||
Issuance of common stock for subscription payable | $ 0 | $ 210,744 |
DESCRIPTION OF BUSINESS AND SUM
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2022 | |
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Operations The Company was originally incorporated in 1988 in the state of Florida. TPT Global, Inc., a Nevada corporation formed in June 2014, merged with Ally Pharma US, Inc., a Florida corporation, (“Ally Pharma”, formerly known as Gold Royalty Corporation) in a “reverse merger” wherein Ally Pharma issued 110,000,000 shares of Common Stock, or 80% ownership, to the owners of TPT Global, Inc. in exchange for all outstanding common stock of TPT Global Inc. and Ally Pharma agreed to change its name to TPT Global Tech, Inc. (jointly referred to as “the Company” or “TPTG”). The following acquisitions have resulted in entities which have been consolidated into TPTG since the reverse merger in 2014. Name Herein referred to as Acquisition or Incorporation Date Ownership TPT Global Tech, Inc. Company or TPTG 1988 100 % K Telcom and Wireless LLC K Telecom 2014 100 % Global Telecom International LLC Global Telecom 2014 100 % Copperhead Digital Holdings, Inc. Copperhead Digital or CDH 2015 100 % TruCom, LLC TruCom 2015 100 % Nevada Utilities, Inc. Nevada Utilities 2015 100 % CityNet Arizona, LLC CityNet 2015 100 % San Diego Media Inc. SDM 2016 100 % Blue Collar Production, Inc. Blue Collar 2018 100 % TPT SpeedConnect, LLC TPT SpeedConnect 2019 100 % TPT Federal, LLC TPT Federal 2020 100 % TPT MedTech, LLC TPT MedTech 2020 100 % InnovaQor, Inc./TPT Strategic, Inc. InnovaQor and TPT Strategic 2020 94 % QuikLab 1 LLC Quiklab 1 2020 80 % QuikLAB 2, LLC QuikLAB 2 2020 80 % QuikLAB 3, LLC QuikLAB 3 2020 100 % The Fitness Container, LLC Air Fitness 2020 75 % TPT Global Tech Asia Limited TPT Asia 2020 78 % TPT MedTech UK LTD TPT MedTech UK 2020 100 % TPT Global Defense Systems, Inc. TPT Global Defense 2021 100 % TPT Innovations Technology, Inc. TPT Innovations 2021 100 % TPT Global Caribbean Inc. TPT Caribbean 2021 100 % TPT Media and Entertainment, LLC TPT Media and Entertainment 2021 100 % VuMe Live, LLC VuMe Live 2021 100 % Digithrive, LLC Digithrive 2021 100 % We are based in San Diego, California, and operate as a technology-based company with divisions providing telecommunications, medical technology and product distribution, media content for domestic and international syndication as well as technology solutions. We operate on our own proprietary Global Digital Media TV and Telecommunications infrastructure platform and also provide technology solutions to businesses domestically and worldwide. We offer Software as a Service (SaaS), Technology Platform as a Service (PAAS), Cloud-based Unified Communication as a Service (UCaaS) and carrier-grade performance and support for businesses over our private IP MPLS fiber and wireless network in the United States. Our cloud-based UCaaS services allow businesses of any size to enjoy all the latest voice, data, media and collaboration features in today's global technology markets. We also operate as a Master Distributor for Nationwide Mobile Virtual Network Operators (MVNO) and Independent Sales Organization (ISO) as a Master Distributor for Pre-Paid Cellphone services, Mobile phones, Cellphone Accessories and Global Roaming Cellphones. Significant Accounting Policies Please refer to Note 1 of the Notes to the Consolidated Financial Statements in the Company's most recent Form 10-K for all significant accounting policies of the Company, with the exception of those discussed below. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared according to the instructions to Form 10-Q and Section 210.8-03(b) of Regulation S-X of the Securities and Exchange Commission (“SEC”) and, therefore, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been omitted. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 2022, are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. These condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements for the year ended December 31, 2021. The condensed consolidated balance sheet as of September 30, 2022, has been derived from the consolidated financial statements at that date, but does not include all of the information and footnotes required by GAAP. Our condensed consolidated financial statements include the accounts of those entities outlined in Nature of Operations giving consideration to the non-controlling interests where appropriate. All intercompany accounts and transactions have been eliminated in consolidation. Reclassifications Certain amounts presented in previously issued financial statements have been reclassified in these financial statements. For the three and nine months ended September 30, 2021, $176,230 and $579,989, respectively, was recorded as revenue from services in the statement of operations and has been reclassified to revenue from products to be consistent with the current period presentation. Revenue Recognition On January 1, 2018, we adopted the new accounting standard ASC 606, Revenue from Contracts with Customers Identify the contract with the customer Identify the performance obligations in the contract Determine the transaction price Allocate the transaction price to performance obligations in the contract Recognize revenue when or as we satisfy a performance obligation. Reserves are recorded as a reduction in net sales and are not considered material to our consolidated statements of operations for the nine months ended September 30, 2022 and 2021. In addition, we invoice our customers for taxes assessed by governmental authorities such as sales tax and value added taxes, where applicable. We present these taxes on a net basis. The Company’s revenue generation for the nine months ended September 30, 2022 and 2021 came from the following sources disaggregated by services and products, which sources are explained in detail below. For the nine months ended September 30, 2022 For the nine months ended September 30, 2021 TPT SpeedConnect $ 4,403,345 $ 5,867,005 Blue Collar 1,386,970 1,241,060 TPT MedTech 89,755 131,291 Other (1) 183,395 7,032 Total Services Revenues $ 6,063,465 $ 7,220,337 TPT MedTech — 348,676 Air Fitness 82,000 205,263 K Telecom — 10,630 Total Product Revenues $ 82,000 $ 590,619 Total Revenue $ 6,145,465 $ 7,810,956 (1) Includes international sales for the nine months ended September 30, 2022 of $172,781 related to TPT Asia. TPT SpeedConnect: ISP and Telecom Revenue TPT SpeedConnect is a rural Internet provider operating in 10 Midwestern States under the trade name SpeedConnect. TPT SC’s primary business model is subscription based, pre-paid monthly reoccurring revenues, from wireless delivered, high-speed internet connections. In addition, the company resells third-party satellite and DSL internet and IP telephony services. Revenue generated from sales of telecommunications services is recognized as the transaction with the customer is considered closed and the customer receives and accepts the services that were the result of the transaction. There are no financing terms or variable transaction prices. Due date is detailed on monthly invoices distributed to customer. Services billed monthly in advance are deferred to the proper period as needed. Deferred revenue are contract liabilities for cash received before performance obligations for monthly services are satisfied. Deferred revenue for TPT SpeedConnect as of September 30, 2022 and December 31, 2021 are $85,070 and $421,643, respectively. Certain of our products require specialized installation and equipment. For telecom products that include installation, if the installation meets the criteria to be considered a separate element, product revenue is recognized upon delivery, and installation revenue is recognized when the installation is complete. The Installation Technician collects the signed quote containing terms and conditions when installing the site equipment at customer premises. Revenue for installation services and equipment is billed separately from recurring ISP and telecom services and is recognized when equipment is delivered and installation is completed. Revenue from ISP and telecom services is recognized monthly over the contractual period, or as services are rendered and accepted by the customer. The overwhelming majority of our revenue continues to be recognized when transactions occur. Since installation fees are generally small relative to the size of the overall contract and because most contracts are for two years or less, the impact of not recognizing installation fees over the contract is immaterial. Blue Collar: Media Production Services Blue Collar creates original live action and animated content productions and has produced hundreds of hours of material for the television, theatrical, home entertainment and new media markets. Blue Collar designs branding and marketing campaigns and has had agreements with some of the world’s largest companies including PepsiCo, Intel, HP, WalMart and many other Fortune 500 companies. Additionally, they create motion picture, television and home entertainment marketing campaigns for studios including Sony, DreamWorks, Twentieth Century Fox, Universal Studios, Paramount Studios, and Warner Brothers. With regard to revenue recognition, Blue Collar receives an agreement from each client to perform defined work. Some agreements are written, some are verbal. Work may include creation of marketing materials and/or content creation. Some work may be short term and take weeks to create and some work may be longer and take months to create. There are instances where customer agreements segregate identifiable obligations (like filming on site vs. film editing and final production) with separate transaction pricing. The performance obligation is generally satisfied upon delivery of such film or production products, at which time revenue is recognized. There are no financing terms or variable transaction prices. TPT MedTech: Medical Testing Revenue TPT MedTech operates in the Point of Care Testing (“POCT”) market by primarily offering mobile medical testing facilities and software equipped for mobile devices to monitor and manage personalized healthcare. Services used from our mobile medical testing facilities are billing through credit cards at the time of service. Revenue is generated from our software platform as users sign up for our mobile healthcare monitor and management application and tests are performed. If medical testing is in one our own owned facility, the usage of the software application is included in the testing fees. If the testing is in a non-owned outside contracted facility, fees are generated from the usage of the software application on a per test basis and billed monthly. TPT MedTech also offers various products. One is to build and sell its mobile testing facilities called QuikLABs designed for mobile testing. This is used by TPT MedTech for its own testing services. Another is to build customized mobile gyms for exercising. This is sold to third parties. Another is medical equipment, one of which is a sanitizing unit called SANIQuik which is used as a safe and flexible way to sanitize providing an additional routine to hand washing and facial coverings. The SANIQuik has not yet been approved for sale in the United States but has in some parts of the European community. Revenues from these products are recognized when a product is delivered, the sales transaction considered closed and accepted by a customer. When deposits are received for which a product has not been delivered, it is recognized as deferred revenue. Deferred revenue as of September 30, 2022 and December 31, 2021 was $0 and $41,000, respectively. There are no financing terms or variable transaction prices for either of these products. SDM: Ecommerce, Email Marketing and Web Design Services SDM generates revenue by providing ecommerce, email marketing and web design solutions to small and large commercial businesses, complete with monthly software support, updates and maintenance. Services are billed monthly. There are no financing terms or variable transaction prices. Platform infrastructure support is a prepaid service billed in monthly recurring increments. The services are billed a month in advance and due prior to services being rendered. The revenue is deferred when invoiced and booked in the month the service is provided. There is no deferred revenue as of September 30, 2022 and December 31, 2021. Software support services (including software upgrades) are billed in real time, on the first of the month. Web design service revenues are recognized upon completion of specific projects. Revenue is booked in the month the services are rendered and payments are due on the final day of the month. There are usually no contract revenues that are deferred until services are performed. K Telecom: Prepaid Phones and SIM Cards Revenue K Telecom generates revenue from reselling prepaid phones, SIM cards, and rechargeable minute traffic for prepaid phones to its customers (primarily retail outlets). Product sales occur at the customer’s locations, at which time delivery occurs and cash or check payment is received. The Company recognizes the revenue when they receive payment at the time of delivery. There are no financing terms or variable transaction prices. Copperhead Digital: ISP and Telecom Revenue Copperhead Digital operated as a regional internet and telecom services provider operating in Arizona under the trade name Trucom. Although there are currently no customers and it will take capital to reopen this revenue stream, Copperhead Digital operated as a wireless telecommunications Internet Service Provider (“ISP”) facilitating both residential and commercial accounts. Copperhead Digital’s primary business model was subscription based, pre-paid monthly reoccurring revenues, from wireless delivered, high-speed internet connections. In addition, the company resold third-party satellite and DSL internet and IP telephony services. Revenue generated from sales of telecommunications services was recognized as the transaction with the customer is considered closed and the customer received and accepted the services that were the result of the transaction. There are no financing terms or variable transaction prices. Due date was detailed on monthly invoices distributed to customer. Services billed monthly in advance were deferred to the proper period as needed. Deferred revenue was contract liabilities for cash received before performance obligations for monthly services are satisfied. Certain of its products required specialized installation and equipment. For telecom products that included installation, if the installation met the criteria to be considered a separate element, product revenue was recognized upon delivery, and installation revenue was recognized when the installation was complete. The Installation Technician collected the signed quote containing terms and conditions when installing the site equipment at customer premises. Revenue for installation services and equipment was billed separately from recurring ISP and telecom services and was recognized when equipment was delivered, and installation was completed. Revenue from ISP and telecom services was recognized monthly over the contractual period, or as services were rendered and accepted by the customer. The overwhelming majority of revenue was recognized when transactions occurred. Since installation fees were generally small relative to the size of the overall contract and because most contracts were for a year or less, the impact of not recognizing installation fees over the contract was immaterial. Basic and Diluted Net Loss Per Share The Company computes net income (loss) per share in accordance with ASC 260, “Earning per Share”. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholder (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method for options and warrants and using the if-converted method for preferred stock and convertible notes. It also gives effect to any deemed dividends such as during the period for Series A Preferred Stock. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As of September 30, 2022, the Company had shares that were potentially common stock equivalents as follows: Convertible Promissory Notes 5,323,753,920 Series A Preferred Stock (1) 14,370,105,951 Series B Preferred Stock 2,588,693 Series D Preferred Stock (2) 71,989,198 Series E Preferred Stock (3) 3,153,560,185 Stock Options and Warrants 129,116,666 23,051,114,612 _______________ (1) As of September 30, 2022, by amendment, holder of the Series A Preferred Stock which is Stephen J. Thomas, is guaranteed upon date of conversion to 60% of the common shares computed to include all projected conversions of all convertible debt and any other classes of Preferred Stock as if the conversions had taken place at the stated conversion price per share (i.e. for the avoidance of doubt – “fully diluted” as if such conversion had occurred prior to the Series A conversion.) The Company would have to authorize additional shares for this to occur as only 2,500,000,000 shares are currently authorized. (2) Holders of the Series D Preferred Stock may decide after 12 months to convert to common stock 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00. There is also an automatic conversion of the Series D Preferred Stock without consent of holders upon any national exchange listing approval and the registration effectiveness of common stock underlying the conversion rights. The automatic conversion to common from Series D Preferred shall be 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00. (3) Holders of the Series E Preferred Stock may decide after 12 months to convert to common stock 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00. There is also an automatic conversion of the Series E Preferred Stock without consent of holders upon any national exchange listing approval and the registration effectiveness of common stock underlying the conversion rights. The automatic conversion to common from Series E Preferred shall be 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00. Financial Instruments and Fair Value of Financial Instruments Our primary financial instruments at September 30, 2022 consisted of cash equivalents, accounts receivable, accounts payable and debt. We apply fair value measurement accounting to either record or disclose the value of our financial assets and liabilities in our financial statements. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. A fair value hierarchy requires an entity to maximize the use of observable inputs, where available, and minimize the use of unobservable inputs when measuring fair value. Described below are the three levels of inputs that may be used to measure fair value: Level 1 Level 2 Level 3 We consider our derivative financial instruments as Level 3. The balances for our derivative financial instruments as of September 30, 2022 are the following: Derivative Instrument Fair Value Convertible Promissory Notes $ 3,868,395 Fair value of Warrants issued with the derivative instruments 209,948 $ 4,078,343 Recently Issued Financial Accounting Standards Management has reviewed recently issued accounting pronouncements and have determined there are not any that would have a material impact on the condensed consolidated financial statements. |
ACQUISITIONS
ACQUISITIONS | 9 Months Ended |
Sep. 30, 2022 | |
ACQUISITIONS | |
ACQUISITIONS | NOTE 2 – ACQUISITIONS TPT Strategic Merger with Information Security and Training LLC Dated as of June 29, 2022, TPT Strategic entered into a definitive agreement for the acquisition of the assets and Information Security and Training LLC (“IST LLC” or “IST”) (www.istincs.com) a General Construction and Information Technology Services company based in Huntsville Alabama with branch offices in Nashville TN, Birmingham Al, Jackson MS, Fort Campbell KY, New Orleans LA, and Joint Base Lewis-McChord. The TPT Strategic and IST, LLC agreement, which closed October 20, 2022, for the acquisition is a stock transaction where the founder and sole interest holder, Everett Lanier, is to receive Preferred Series B shares of TPT Strategic that will convert to a 10% ownership of TPT Strategic under certain conditions. The acquisition includes the assumption of all assets and certain liabilities which approximate $1.2M and $1.3M, respectively, as of December 31, 2021. Audited revenues and net loss for IST the year ended December 31, 2021 were approximately $2.6M and $63,000 respectively. Everett Lanier will remain as the President and will become a Board Member of TPT Strategic. TPT Strategic previously entered into a merger agreement with Education System Management, Inc. (“EDSM”) which was contingent on EDSM completing an audit in six months, which EDSM did not complete. On May 10, 2022, as part of a “Smart City” concept and to utilize its telecommunications expertise, the Company entered into Real Estate Sales Agreements to acquire approximately 135 acres of land in Tuskegee, with the Gray Family Limited Partnership and Lakeside Ranch, Inc. comprised of one approximate 45 acre parcel along Tuskegee Lake and the second an approximate 85 acre parcel along route 80 heading to Auburn, Alabama. Per the agreements, TPT Global Tech will be paying approximately $1,700,000 for the properties, of which it paid a combined $10,000 in down payments. The Company had until November 11, 2022 to close the transactions including paying the remainder of the purchase price. This did not happen, and the Company is in negotiations to finance this with a bank of which the Gray Family has verbally said they would honor. Closing of the transactions are subject to the validity of the verbal commitment and obtaining financing, all surveys and finalizing master plans for the kick-off the Company’s “Smart City” project. |
GOING CONCERN
GOING CONCERN | 9 Months Ended |
Sep. 30, 2022 | |
GOING CONCERN | |
GOING CONCERN | NOTE 3 – GOING CONCERN The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. We incurred $11,352,944 and $8,671,818, respectively, in losses, and we used $263,313 and $320,999, respectively, in cash for operations for the nine months ended September 30, 2022 and 2021. We calculate the net cash used by operating activities by decreasing, or increasing in case of gain, our let loss by those items that do not require the use of cash such as depreciation, amortization, research and development, derivative expense or gain, gain or loss on extinguishment of debt and share-based compensation which totaled to a net $7,704,624 for 2022 and $4,456,370 for 2021. 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 nine months ended September 30, 2022, we had a net increase in our operating assets and liabilities of $3,385,007 primarily from an increase in accounts payable from lag of payments for accounts payable for cash flow considerations. For the nine months ended September 30, 2021 we had a net increase to our operating assets and liabilities of $3,894,450 for similar reasons. Cash flows provided by and used in financing activities were $175,057 and $773,387, respectively, for the nine months ended September 30, 2022 and 2021, respectively. For the nine months ended September 30, 2022, these cash flows were generated from proceeds from convertible notes, loans and advances of $1,256,187 offset by payment on convertible loans, advances and factoring agreements of $1,391,580 and payments on amounts payable – related parties of $39,664. For the nine months ended September 30, 2021, cash flows from financing activities primarily came from proceeds from the sale of Common Stock and Series D Preferred Stock of 233,244 and $610,502, respectively, convertible notes, loans and advances of $1,961,685 offset by payments on convertible loans, advances and factoring agreements of $2,024,497. Cash flows used in investing activities were $16,297 and $219,298, respectively, for the nine months ended September 30, 2022 and 2021 primarily related to the acquisition of property and 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 is not possible with certain employees and all subcontractors that work for Blue Collar. The Company continues to monitor developments, including government requirements and recommendations at the national, state, and local level to evaluate possible extensions to all or part of such closures. The Company has taken advantage of the stimulus offerings and received $1,402,700 in PPP loans. All of these PPP loans were forgiven in the year ended December 31, 2021. The Company is also in the process of trying to raise debt and equity financing, some of which may have to be used for working capital shortfalls if revenues continue to decline. In order for us to continue as a going concern for a period of one year from the issuance of these financial statements, we will need to obtain additional debt or equity financing and look for companies with cash flow positive operations that we can acquire. There can be no assurance that we will be able to secure additional debt or equity financing, that we will be able to acquire cash flow positive operations, or that, if we are successful in any of those actions, those actions will produce adequate cash flow to enable us to meet all our future obligations. Most of our existing financing arrangements are short-term. If we are unable to obtain additional debt or equity financing, we may be required to significantly reduce or cease operations. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2022 | |
PROPERTY AND EQUIPMENT | |
PROPERTY AND EQUIPMENT | NOTE 4 – PROPERTY AND EQUIPMENT Property and equipment and related accumulated depreciation as of September 30, 2022 and December 31, 2021 are as follows: 2022 2021 Property and equipment: Telecommunications fiber and equipment $ 2,703,202 $ 2,686,905 Medical equipment — 209,499 Office furniture and equipment 77,860 77,859 Total property and equipment 2,781,062 2,974,263 Accumulated depreciation (1,689,535 ) (1,325,241 ) Property and equipment, net $ 1,091,527 $ 1,649,022 Depreciation expense was $448,943 and $480,344 for the nine months ended September 30, 2022 and 2021, respectively. Approximately $200,000 of property and equipment, included herein, were financed through a financing lease which has been exchanged with Series E Preferred Stock. See Note 7. The Medical Equipment was written off during the nine months ended September 30, 2022 as it was taken out of service. A net loss of $124,643, included as part of other income (loss) on the consolidated statement of operations, was recorded offset by insurance proceeds of $71,643. |
DEBT FINANCING ARRANGEMENTS
DEBT FINANCING ARRANGEMENTS | 9 Months Ended |
Sep. 30, 2022 | |
DEBT FINANCING ARRANGEMENTS | |
DEBT FINANCING ARRANGEMENTS | NOTE 5 – DEBT FINANCING ARRANGEMENTS Financing arrangements as of September 30, 2022 and December 31, 2021 are as follows: 2022 2021 Loans and advances (1) $ 465,092 $ 941,242 Convertible notes payable (2) 3,467,582 1,162,606 Factoring agreements (3) 423,208 723,754 Debt – third party $ 4,355,882 $ 2,827,602 Line of credit, related party secured by assets (4) $ 2,742,929 $ 3,043,390 Debt– other related party, net of discounts (5) 2,015,500 7,450,000 Convertible debt – related party (6) 553,100 902,781 Shareholder debt (7) 9,618 49,452 Debt – related party $ 5,321,147 $ 11,445,623 Total financing arrangements $ 9,677,029 $ 14,273,225 Less current portion: Loans, advances and factoring agreements – third party $ (744,300 ) $ (1,446,571 ) Convertible notes payable third party (3,467,582 ) (1,162,606 ) Debt – related party, net of discount (4,768,047 ) (10,542,842 ) Convertible notes payable– related party (553,100 ) (902,781 ) (9,533,029 ) (14,054,800 ) Total long term debt $ 144,000 $ 218,425 __________ (1) The terms of $40,000 of this balance are similar to that of the Line of Credit which bears interest at adjustable rates, 1 month LIBOR plus 2%, 4.55% as of September 30, 2022, and is secured by assets of the Company, was due August 31, 2020, as amended, and included 8,000 stock options as part of the terms which options expired December 31, 2019 (see Note 7). $360,000 is a bank loan dated May 28, 2019 which bears interest at Prime plus 6%, 12.25% as of September 30, 2022 and, as amended, is interest only through October 1 2022 at which time the monthly payment of principal of $18,000 plus interest is required until the due date of May 1, 2024. The bank loan is collateralized by assets of the Company. On June 4, 2019, the Company consummated a Securities Purchase Agreement with Odyssey Capital Funding, LLC. (“Odyssey”) for the purchase of a $525,000 Convertible Promissory Note (“Odyssey Convertible Promissory Note”). The Odyssey Convertible Promissory Note was due June 3, 2020, paid interest at the rate of 12% (24% default) per annum and gave the holder the right from time to time, and at any time during the period beginning six months from the issuance date to convert all of the outstanding balance into common stock of the Company limited to 4.99% of the outstanding common stock of the Company. The conversion price was 55% multiplied by the average of the two lowest trading prices for the common stock during the previous 20 trading days prior to the applicable conversion date. The Odyssey Convertible Promissory Note could be prepaid in full at 125% to 145% up to 180 days from common stock of the Company. On June 8, 2020, Odyssey agreed to convert the remaining principal and accrued interest balance on the Odyssey Convertible Promissory Note of $475,850 and $135,000, respectively, to a term loan payable in six months in the form of a balloon payment, earlier if the Company has a funding event, bearing simple interest on the unpaid balance of 0% for the first three months and then 10% per annum thereafter. During April 2022, Odyssey accepted to exchange all of its outstanding principal and interest of $685,682 into 137,136 of TPT Series E Preferred Shares. The remaining balances generally bear interest at approximately 10%, have maturity dates that are due on demand or are past due, are unsecured and are classified as current in the balance sheets. (2) During 2017, the Company issued convertible promissory notes in the amount of $67,000 (comprised of $62,000 from two related parties and $5,000 from a former officer of CDH), all which were due May 1, 2020 and bear 6% annual interest (12% default interest rate). The convertible promissory notes are convertible, as amended, at $0.25 per share. These convertible promissory notes were not repaid May 1, 2020 and are delinquent. The Company is working to renegotiate these promissory notes. On March 25, 2019, the Company consummated a Securities Purchase Agreement dated March 18, 2019 with Auctus Fund, LLC. (“Auctus”) for the purchase of a $600,000 Convertible Promissory Note (“Auctus Convertible Promissory Note”). The Auctus Convertible Promissory Note is due December 18, 2019, pays interest at the rate of 12% (24% default) per annum and gives the holder the right from time to time, and at any time during the period beginning 180 days from the origination date or at the effective date of the registration of the underlying shares of common stock, which the holder has registration rights for, to convert all of the outstanding balance into common stock of the Company limited to 4.99% of the outstanding common stock of the Company. The conversion price is the lessor of the lowest trading price during the previous 25 trading days prior the date of the Auctus Convertible Promissory Note or 50% multiplied by the average of the two lowest trading prices for the common stock during the previous 25 trading days prior to the applicable conversion date. Auctus converted $33,180 of principal and $142,004 of accrued interest into 376,000,000 shares of common stock of the Company prior to December 31, 2020. 2,000,000 warrants were issued in conjunction with the issuance of this debt. Balances as of September 30 , 2022 and December 31, 2021 are zero. The Company recognized a gain on debt extinguishment of $7,068,339 when this Auctus Convertible Promissory Note was paid off in large part because of the related derivative liability on the books at the time of the settlement. See Note 8. On June 11, 2019, the Company consummated a Securities Purchase Agreement with EMA Financial, LLC. (“EMA”) for the purchase of a $250,000 Convertible Promissory Note (“EMA Convertible Promissory Note”). The EMA Convertible Promissory Note is due June 11, 2020, pays interest at the rate of 12% (principal amount increases 200% and interest rate increases to 24% under default) per annum and gives the holder the right from time to time to convert all of the outstanding balance into common stock of the Company limited to 4.99% of the outstanding common stock of the Company. The conversion price is 55% multiplied by the lowest traded price for the common stock during the previous 25 trading days prior to the applicable conversion date. The EMA Convertible Promissory Note may be prepaid in full at 135% to 150% up to 180 days from origination. Prior to December 31, 2020, EMA converted $35,366 of principal into 147,700,000 shares of common stock of the Company. 1,000,000 warrants were issued in conjunction with the issuance of this debt. See Note 8. See below regarding derivative securities in default. On October 6, 2021, TPT Global Tech, Inc. and FirstFire Global Opportunities Fund, LLC. entered into a convertible promissory note totaling $1,087,000 and a securities purchase agreement (“FirstFire Note”). The FirstFire Note has an original issue discount of 8% and bears interest at 10%, with a default rate of 24%, and is convertible into shares of the Company’s common stock. There is a mandatory conversion in the event a Nasdaq Listing prior to nine months from funding for which the Holder’s principal and interest balances will be converted at a price equal to 25% discount to the opening price on the first day the Company trades on Nasdaq. There is also a voluntary conversion of all principal and accrued interest at the discretion of the Holder at the lower of (1) 75% of the two lowest trade prices during the fifteen consecutive trading day period ending on the trading day immediately prior to the applicable conversion date or (2) discount to market based on subsequent financings with other investors. Subsequent debt issuances have lowered this price to $0.025 per share, adjusted to $.0075 during the three months ended March 31, 2022. The Holder was given registration rights. The FirstFire Note may be prepaid in whole or in part of the outstanding balances at 115% prior to maturity. 225,000,000 common shares of the Company have been reserved with the transfer agent for possible conversion and exercise of warrants. Warrants to purchase 55,000,000 shares of common stock at 110% of the opening price on the first day the Company trades on the Nasdaq exchange were issued to the Holder. Details of the FirstFire Note and securities purchase agreement can be found in the Form 8-K and exhibits filed on October 19, 2021. On September 15, 2022, FirstFire exercised its right to convert $59,160 of principal into 17,000,000 shares of common stock. See below regarding derivative securities in default. On October 13, 2021, TPT Global Tech, Inc. and Cavalry Investment Fund LP entered into a convertible promissory note totaling $271,250 and a securities purchase agreement (“Cavalry Investment Note”). The Cavalry Investment Note has an original issue discount of 8% and bears interest at 10%, with a default rate of 24%, and is convertible into shares of the Company’s common stock. There is a mandatory conversion in the event a Nasdaq Listing prior to nine months from funding for which the Holder’s principal and interest balances will be converted at a price equal to 25% discount to the opening price on the first day the Company trades on Nasdaq. There is also a voluntary conversion of all principal and accrued interest at the discretion of the Holder at the lower of (1) 75% of the two lowest trade prices during the fifteen consecutive trading day period ending on the trading day immediately prior to the applicable conversion date or (2) discount to market based on subsequent financings with other investors. Subsequent debt issuances have lowered this price to $0.025 per share, adjusted to $.0075 during the three months ended March 31, 2022. The Holder was given registration rights. The Cavalry Investment Note may be prepaid in whole or in part of the outstanding balances at 115% prior to maturity. 56,250,000 common shares of the Company have been reserved with the transfer agent for possible conversion and exercise of warrants. Warrants to purchase 13,750,000 shares of common stock at 110% of the opening price on the first day the Company trades on the Nasdaq exchange were issued to the Holder. Details of the Cavalry Investment Note and securities purchase agreement can be found in the Form 8-K and exhibits filed on October 19, 2021. See below regarding derivative securities in default. On October 13, 2021, TPT Global Tech, Inc. and Cavalry Fund I, LP entered into a convertible promissory note totaling $815,250 and a securities purchase agreement (“Cavalry Fund I Note”). The Cavalry Fund I Note has an original issue discount of 8% and bears interest at 10%, with a default rate of 24%, and is convertible into shares of the Company’s common stock. There is a mandatory conversion in the event a Nasdaq Listing prior to nine months from funding for which the Holder’s principal and interest balances will be converted at a price equal to 25% discount to the opening price on the first day the Company trades on Nasdaq. There is also a voluntary conversion of all principal and accrued interest at the discretion of the Holder at the lower of (1) 75% of the two lowest trade prices during the fifteen consecutive trading day period ending on the trading day immediately prior to the applicable conversion date or (2) discount to market based on subsequent financings with other investors. Subsequent debt issuances have lowered this price to $0.0075 per share. The Holder was given registration rights. The Cavalry Fund I Note may be prepaid in whole or in part of the outstanding balances at 115% prior to maturity. 168,750,000 common shares of the Company have been reserved with the transfer agent for possible conversion and exercise of warrants. Warrants to purchase 41,250,000 shares of common stock at $110% of the opening price on the first day the Company trades on the Nasdaq exchange were issued to the Holder. Details of the Cavalry Fund I Note and securities purchase agreement can be found in the Form 8-K and exhibits filed on October 19, 2021. See below regarding derivative securities in default. Subsequent to September 30, 2022, Cavalry Fund I exercised its right to to convert $25,000 of default amounts owing into 20,161,290 shares of common stock. On January 31, 2022, TPT Global Tech, Inc. and Talos Victory Fund, LLC entered into a convertible promissory note totaling $271,750 and a securities purchase agreement (“Talos Note”). The Talos Note is due twelve months from funding, has an original issue discount of 8% and interest rate at 10% per annum (default, as defined, at 16%). There is an optional conversion in the event a Nasdaq Listing prior to nine months from funding for which the Holder’s principal and interest balances will be converted at a price equal to 25% discount to the opening price on the first day the Company trades on Nasdaq. There is also a voluntary conversion of all principal and accrued interest at the discretion of the Holder at $0.0075. The Holder was given registration rights. The Talos Note may be prepaid in whole or in part of the outstanding balances at 100% prior to maturity unless the Holder chose to convert their balances into common stock which they have three days to do so. 73,372,499 common shares of the Company have been reserved with the transfer agent for possible conversion and exercise of warrants. Warrants, expiring five years from issuance, were issued to exercise up to 9,058,333 warrants to purchase 9,058,333 common shares at $0.015, provided, however, that if the Company consummates an Uplist Offering on or before July 6, 2022 then the exercise price shall be 110% of the offering price at which the Uplist Offering is made. Details of the Talos Note and securities purchase agreement can be found in the Form 8-K and exhibits filed on February 8, 2022. The Company and the holder executed the securities purchase agreement in accordance with and in reliance upon the exemption from securities registration for offers and sales to accredited investors afforded, inter alia, by Rule 506 under Regulation D as promulgated by the SEC under the 1933 Act, and/or Section 4(a)(2) of the 1933 Act. On September 1, 2022, Talos exercised its right to convert $300,675 of principal and interest into 40,090,000 shares of common stock leaving a zero balance of principal and accrued interest. See below regarding derivative securities in default. On January 31, 2022, TPT Global Tech, Inc. and Blue Lake Partners, LLC entered into a convertible promissory note totaling $271,750 and a securities purchase agreement (“Blue Lake Note”). The Blue Lake Note is due twelve months from funding, has an original issue discount of 8% and interest rate at 10% per annum (default, as defined, at 16%). There is an optional conversion in the event a Nasdaq Listing prior to nine months from funding for which the Holder’s principal and interest balances will be converted at a price equal to 25% discount to the opening price on the first day the Company trades on Nasdaq. There is also a voluntary conversion of all principal and accrued interest at the discretion of the Holder at $0.0075. The Holder was given registration rights. The Blue Lake Note may be prepaid in whole or in part of the outstanding balances at 100% prior to maturity unless the Holder chose to convert their balances into common stock which they have three days to do so. 73,372,499 common shares of the Company have been reserved with the transfer agent for possible conversion and exercise of warrants. Warrants, expiring five years from issuance, were issued to exercise up to 9,058,333 warrants to purchase 9,058,333 common shares at $0.015, provided, however, that if the Company consummates an Uplist Offering on or before July 6, 2022 then the exercise price shall equal 110% of the offering price at which the Uplist Offering is made. Details of the Blue Lake Note and securities purchase agreement can be found in the Form 8-K and exhibits filed on February 8, 2022. The Company and the holder executed the securities purchase agreement in accordance with and in reliance upon the exemption from securities registration for offers and sales to accredited investors afforded, inter alia, by Rule 506 under Regulation D as promulgated by the SEC under the 1933 Act, and/or Section 4(a)(2) of the 1933 Act. On September 8, 2022, Blue Lake exercised its right to convert $360,447 of principal and interest into 48,059,600 of common shares leaving a balance of $8,165 in principal and $48,936 of accrued interest. See below regarding derivative securities in default. On June 13, 2022, TPT Global Tech, Inc. and 1800 Diagonal Lending LLC entered into a $200,760 promissory note agreement (1800 Diagonal Note”). The 1800 Diagonal Note has an original issue discount of 12%, or $21,510.00, and bears interest at 22%, and is convertible into shares of the Company’s common stock only under default, as defined. 10 payments of $22,485.10 beginning on July 30, 2022 are to be made each month totaling $224,851,00. At any time following default, as defined, conversion rights exist at a discount rate of 25% of the lowest trading price for the Company’s common stock during the previous 10 trading days prior to conversion. 194,676,363 common shares of the Company have been reserved with the transfer agent for possible conversion under a default. See below regarding derivative securities in default. The Talos Note, Blue Lake and 1800 Diagonal Notes have been accounted for as derivative liabilities. The Company recorded an initial derivative expense of $21,781 for each of the Talos and Blue Lake notes and $211,931 for the 1800 Diagonal Note. In addition, the Company recorded an initial derivative expense of $235,158 for the warrants for the Talos and Blue Lake Notes. The Company is in default under all of its derivative financial instruments and has accounted for these defaults under each agreements default provisions. In February, the Company defaulted on its FirstFire, Cavalry Investment, and Cavalry Fund I Notes for failure to uplist within one hundred twenty (120) days from the date of the Notes. Talos, Blue Lake and 1800 Diagonal are in default from cross default provisions. In total, $1,206,845 was recorded as interest expense in the nine months ended September 30, 2022, representing additional principal and interest because of default. Notice of default was received from EMA for not reserving enough shares for conversion and for not having filed a Form S-1 Registration Statement with the Securities and Exchange Commission. It was the intent of the Company to pay back all derivative securities prior to the due dates but that has not occurred in case of EMA. As such, the Company is currently in negotiations with EMA and relative to extending the due date and changing terms on the Note. The Company has been named in a lawsuit by EMA for failing to comply with a Securities Purchase Agreement entered into in June 2019. See Note 8 Other Commitments and Contingencies. (3) $101,244 of the Factoring Agreements is with full recourse, due February 29, 2020, as amended, was established in June 2016 with a company that is controlled by a shareholder and is personally guaranteed by an officer of the Company. This Factoring Agreement is such that the Company pays a discount of 2% per each 30-day period for each advance received against accounts receivable or future billings. The Company was advanced funds from this Factoring Agreement. The $101,244 was exchanged for 20,249 shares of Series E Preferred Stock in April 2022. As such, $0 and $101,244 in principal remained unpaid as of September 30, 2022 and December 31, 2021, respectively. See Note 7. 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 $967,496. Payments under this Lendora Consolidation Agreement supersedes 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 Lendora Consolidation Agreement includes a guaranty by the CEO of the Company, Stephen J. Thomas III. The Following factoring agreements were consolidated through the Lendora Consolidation Agreement or previously paid off: 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 have been 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 was consolidated through the Lendora Consolidation Agreement. 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 were consolidated through the Lendora Consolidation Agreement. 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 36% annually. The NewCo Factoring Agreement #3 was consolidated through the Lendora Consolidation Agreement. On April 1, 2022, the Company entered into a Future Receivable Sale and Purchase Agreement (“Mr. Advance Agreement”) with Mr. Advance LLC (”Mr. Advance”). The balance to be purchased and sold is $411,000 for which the Company received $270,715, net of fees. Under the Mr. Advance Agreement, the Company is to pay $8,935 per week for 46 weeks at an effective interest rate of approximately 36% annually. The Company is in default with this Agreement for non-payment and is working to restructure its terms. On April 1, 2022, the Company entered into a Future Receipts Sale and Purchase Agreement (“CLOUDFUND Agreement”) with CLOUDFUND LLC (”CLOUDFUND”). The balance to be purchased and sold is $411,000 for which the Company received $272,954, net of fees. Under the CLOUDFUND Agreement, the Company is to pay $8,935 per week for 46 weeks at an effective interest rate of approximately 36% annually. The Company is in default with this Agreement for non-payment and is working to restructure its terms. On April 27, 2022, the Company entered into a Future Receivables Sale and Purchase Agreement (“Fox Capital Agreement”) with Fox Capital Group, Inc. (”Fox Capital”). The balance to be purchased and sold is $138,000 for which the Company received $90,000, net of fees. Under the Fox Capital Agreement, the Company is to pay $4,313 per week for 32 weeks at an effective interest rate of approximately 36% annually. The Company is in default with this Agreement for non-payment and is working to restructure its terms. (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%, 4.55% as of September 30, 222, 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 $200,922 of the principal balance was exchanged for 40,092 shares of Series E Preferred Stock in April 2022. See Note 7. The Company is in negotiations to refinance the remaining balance of this Line of Credit. During the years ended December 31, 2019 and 2018, those same shareholders and one other have loaned the Company money in the form of convertible loans of $136,400 and $537,200, respectively, described in (2) and (6). (5) $350,000 represents cash due to the prior owners of the technology acquired in December 2016 from the owner of the Lion Phone which is due to be paid as agreed by the Company and the former owners of the Lion Phone technology and has not been determined. $4,000,000 represents a promissory note included as part of the consideration of VuMe, formerly ViewMe Live technology acquired in 2017, later agreed to as being due and payable in full, with no interest with $2,000,000 from debt proceeds and the remainder from proceeds from a second Company public offering. $1,000,000 represents a promissory note which was entered into on May 6, 2020 for the acquisition of Media Live One Platform from Steve and Yuanbing Caudle for the further development of software. This was expensed as research and development in the year ended December 31, 2020. This $1,000,000 promissory note is non-interest bearing, due after funding has been received by the Company from its various investors and other sources. Mr. Caudle is a principal with the Company’s ViewMe technology. Both the $4,000,000 and $1,000,000 promissory notes related to the VuMe technology and Media Live One Platform were exchanged through a Software Acquisition Agreement dated as of March 25, 2022 for shares of the Company’s Series E Preferred Stock. See Note 7. In this same agreement, the Company agreed to pay Mr. and Mrs. Caudle $1,750,000 for additional developed software that will be used with the VuMe technology which was expensed as research and development during the nine months ended September 30, 2022. $200,000 had been paid and was accounted for as a deposit as of December 31, 2021 and the remainder was setup as a note payable as of September 30, 2022. $550,000 to be paid from first proceeds raised by the Company and $1,000,000 as agreed by the Company and Mr. and Mrs. Caudle. On September 1, 2018, the Company closed on its acquisition of Blue Collar. Part of the acquisition included a promissory note of $1,600,000 and interest at 3% from the date of closure. The promissory note is secured by the assets of Blue Collar. $500,000 represents a Note Payable related to the acquisition of 75% of Air Fitness, payable six months from the date of the note or as agreed by the Company out of future capital raising efforts and does not accrue interest. The $1,600,000 promissory note for the acquisition of Blue Collar and $384,500 of the $500,000 Note Payable for the acquisition of 75% of Air Fitness were exchanged for shares of Series E Preferred Stock as of September 30, 2022. See Note 7. (6) During 2016, the Company acquired SDM which consideration included a convertible promissory note for $250,000 due February 29, 2019, as amended, does not bear interest, unless delinquent in which the interest is 12% per annum, and is convertible into common stock at $1.00 per share. The SDM balance was $181,981 as of December 31, 2021. During the nine months ended September 30, 2022, this convertible promissory was exchanged with the Company’s Series E Preferred Stock. See Note 7. During 2018, the Company issued convertible promissory notes in the amount of $537,200 to related parties and $10,000 to a non-related party which bear interest at 6% (11% default interest rate), are due 30 months from issuance and are convertible into Series C Preferred Stock at $1.00 per share. $106,000 of these notes were exchanged for 21,200 shares of Series E Preferred Stock in April 2022 and $19,400 were repaid prior to December 31, 2021. See Note 7. (7) The shareholder debt represents funds given to TPTG or subsidiaries by officers and managers of the Company as working capital. There are no written terms of repayment or interest that is being accrued to these amounts and they will only be paid back, according to management, if cash flows support it. They are classified as current in the balance sheets. See Lease financing arrangement in Note 8. |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENTS | 9 Months Ended |
Sep. 30, 2022 | |
DERIVATIVE FINANCIAL INSTRUMENTS | |
DERIVATIVE FINANCIAL INSTRUMENTS | NOTE 6 -DERIVATIVE FINANCIAL INSTRUMENTS The Company previously adopted the provisions of ASC subtopic 825-10, Financial Instruments The derivative liability as of September 30, 2022, in the amount of $4,078,343 has a level 3 classification under ASC 825-10. The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities as of September 30, 2022. Debt Derivative Liabilities Balance, December 31, 2021 $ 4,042,910 Change in derivative liabilities from new notes payable and warrants 622,518 Change in derivative liabilities from the conversion of debt (95,784 ) Change in fair value of derivative liabilities at end of period – derivative expense (491,301 ) Balance, September 30, 2022 $ 4,078,343 Convertible notes payable and warrant derivatives – As of September 30, 2022, the Company marked to market the fair value of the debt derivatives and determined a fair value of $4,078,343 ($3,868,395 from the convertible notes and $209,948 from warrants) in Note 5 (2) above. The Company recorded a gain from change in fair value of debt derivatives of $491,301 for the nine months ended September 30, 2022. 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 156.3% to 266.9%, (3) weighted average risk-free interest rate of 3.16% to 4.16% (4) expected life of 0.33 to 4.33 years, and (5) the quoted market price of $0.002 for the Company’s common stock. |
STOCKHOLDERS DEFICIT
STOCKHOLDERS DEFICIT | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' DEFICIT | |
STOCKHOLDERS' DEFICIT | NOTE 7 - STOCKHOLDERS' DEFICIT Preferred Stock As of September 30, 2022, we had authorized 100,000,000 shares of Preferred Stock, of which certain shares had been designated as Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock. All Preferred Stock is classified as mezzanine equity as a result of the Company not having enough authorized common shares to be able to issue common shares upon their conversion. Series A Convertible Preferred Stock The Company designated 1,000,000 shares of Preferred Stock as Series A Preferred Stock. In February 2015, the Board of Directors authorized the issuance of 1,000,000 shares of Series A Preferred Stock to Stephen Thomas, Chairman, CEO and President of the Company, valued at $3,117,000 for compensation expense. These shares are outstanding as of September 30, 2022. The Series A Preferred Stock has a par value of $.001, is redeemable at the Company’s option at $100 per share, is senior to any other class or series of outstanding Preferred Stock or Common Stock and does not bear dividends. The Series A Preferred Stock has a liquidation preference immediately after any Senior Securities, as defined and amended, of an amount equal to amounts payable owing, including contingency amounts where Holders of the Series A have personally guaranteed obligations of the Company. As of September 30, 2022, by amendment, holders of the Series A Preferred Stock shall, collectively have the right to convert all of their Series A Preferred Stock when conversion is elected into that number of shares of Common Stock of the Company, as amended and restated July 5, 2022 by the Board of Directors and a majority of the outstanding voting shares of the Company, determined by the following formula: 60% of the common shares computed to include all projected conversions of all convertible debt and any other classes of Preferred Stock as if the conversions had taken place at the stated conversion price per share (i.e. for the avoidance of doubt – “fully diluted” as if such conversion had occurred prior to the Series A conversion.) The Company determined that due to the significance of the amendment, it should be accounted for as an extinguishment and fair valued the amended Series A Preferred Stock at $42,983,742, creating a deemed dividend of $39,866,742. The valuation of the amended Series A Preferred Stock was done by a qualified independent third party. The record Holders of the Series A Preferred Stock shall have the right to vote as if converted prior to the vote to an amount of shares equal to 60% of the common shares computed to include all projected conversions of all convertible debt and any other classes of Preferred Stock as if the conversions had taken place at the stated conversion price per share (i.e. for the avoidance of doubt – “fully diluted” as if such conversion had occurred prior to the Series A conversion) on any matter with holders of Common Stock for any vote required to approve any action, which Florida law provides may or must be approved by vote or consent of the holders of other series of voting shares and the holders of Common Stock or the holders of other securities entitled to vote, if any. The Series A Preferred Stock is classified as mezzanine equity as a result of the Company not having enough authorized common shares to be able to issue common shares upon their conversion. Series B Convertible Preferred Stock In February 2015, the Company designated 3,000,000 shares of Preferred Stock as Series B Convertible Preferred Stock. The Series B Preferred Stock was designated in February 2015, has a par value of $.001, is not redeemable, is senior to any other class or series of outstanding Preferred Stock, except the Series A Preferred Stock, or Common Stock and does not bear dividends. The Series B Preferred Stock has a liquidation preference immediately after any Senior Securities, as defined and currently the Series A Preferred Stock, and of an amount equal to $2.00 per share. Holders of the Series B Preferred Stock have a right to convert all or any part of the Series B Preferred Shares and will receive and equal number of common shares at the conversion price of $2.00 per share. The Series B Preferred Stockholders have a right to vote on any matter with holders of Common Stock and shall have a number of votes equal to that number of Common Shares on a one-to-one basis. There are 2,588,693 shares of Series B Convertible Preferred Stock outstanding as of September 30, 2022. Series C Convertible Preferred Stock In May 2018, the Company designated 3,000,000 shares of Preferred Stock as Series C Convertible Preferred Stock. The Series C Preferred Stock has a par value of $.001, is not redeemable, is senior to any other class or series of outstanding Preferred Stock, except the Series A and Series B Preferred Stock, or Common Stock and does not bear dividends. The Series C Preferred Stock has a liquidation preference immediately after any Senior Securities, as defined and currently the Series A and B Preferred Stock, and of an amount equal to $2.00 per share. Holders of the Series C Preferred Stock have a right to convert all or any part of the Series C Preferred Shares and will receive an equal number of common shares at the conversion price of $0.15 per share. The Series C Preferred Stockholders have a right to vote on any matter with holders of Common Stock and shall have a number of votes equal to that number of Common Shares on a one-to-one basis. There are no shares of Series C Convertible Preferred Stock outstanding as of September 30, 2022. There are approximately $391,100 in convertible notes payable convertible into Series C Convertible Preferred Stock which compromise some of the common stock equivalents calculated in Note 1. Series D Convertible Preferred Stock On July 6, 2020, September 15, 2021 and March 20, 2022, the Company amended its Series D Designation from January 14, 2020. These Amendments changed the number of shares to 10,000,000 shares of the authorized 100,000,000 shares of the Company's $0.001 par value preferred stock as the Series D Convertible Preferred Stock ("the Series D Preferred Shares.") Series D Preferred shares have the following features: (i) 6% Cumulative Annual Dividends payable on the purchase value in cash or common stock of the Company at the discretion of the Board and payment is also at the discretion of the Board, which may decide to cumulate to future years; (ii) Any time after 12 months from issuance an option to convert to common stock at the election of the holder 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00. ; (iii) Automatic conversion of the Series D Preferred Stock shall occur without consent of holders upon any national exchange listing approval and the registration effectiveness of common stock underlying the conversion rights. The automatic conversion to common from Series D Preferred shall be 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00, which shall be post-reverse split as may be necessary for any Exchange listing (iv) Registration Rights – the Company has granted Piggyback Registration Rights for common stock underlying conversion rights in the event it files any other Registration Statement (other than an S-1 that the Company may file for certain conversion common shares for the convertible note financing that was arranged and funded in 2019). Further, the Company will file, and pursue to effectiveness, a Registration Statement or offering statement for common stock underlying the Automatic Conversion event triggered by an exchange listing. (v) Liquidation Rights - $5.00 per share plus any accrued unpaid dividends – subordinate to Series A, B, and C Preferred Stock receiving full liquidation under the terms of such series. The Company has redemption rights for the first year following the Issuance Date to redeem all or part of the principal amount of the Series D Preferred Stock at between 115% and 140%. During the year ended December 31, 2021, 46,649 shares of Series D Preferred Share were purchased for $233,244 of which Stephen Thomas, CEO of the Company, acquired 36,649 for $183,244. The remainder of the shares were purchased by a third party. As of September 30, 2022, there are 46,649 Series D Preferred shares outstanding. Series E Convertible Preferred Stock On March 20, 2022, the Company amended its Series E Designation from November 10, 2021. As amended, the Company designated 10,000,000 shares of the authorized 100,000,000 shares of the Company's $0.001 par value preferred stock as the Series E Convertible Preferred Stock ("the Series E Preferred Shares"). Series E Preferred shares have the following features: (i) 6% Cumulative Annual Dividends payable on the purchase value in cash or common stock of the Company at the discretion of the Board and payment is also at the discretion of the Board, which may decide to cumulate to future years; (ii) Any time after 12 months from issuance an option to convert to common stock at the election of the holder 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00. ; (iii) Automatic conversion of the Series E Preferred Stock shall occur without consent of holders upon any national exchange listing approval and the registration effectiveness of common stock underlying the conversion rights. The automatic conversion to common from Series E Preferred shall be 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00, which shall be post-reverse split as may be necessary for any Exchange listing (iv) Registration Rights – the Company has granted Piggyback Registration Rights for common stock underlying conversion rights in the event it files any other Registration Statement (other than an S-1 that the Company may file for certain conversion common shares for the convertible note financing that was arranged and funded in 2019). Further, the Company will file, and pursue to effectiveness, a Registration Statement or offering statement for common stock underlying the Automatic Conversion event triggered by an exchange listing. (v) Liquidation Rights - $5.00 per share plus any accrued unpaid dividends – subordinate to Series A, B, C and D Preferred Stock receiving full liquidation under the terms of such series. The Company has redemption rights for the first year following the Issuance Date to redeem all or part of the principal amount of the Series E Preferred Stock at between 115% and 140%. As of September 30, 2022, there are 2,043,507 Series E Preferred shares outstanding as a result of exchanges of accounts payable, financing arrangements and lease agreements. The Series E Preferred shares were given a fair value by a third-party valuation of $6.53 per share for which they were recorded as of September 30, 2022. The difference between the valuation at $6.53 per share or $13,344,101 and the amount of accounts payable, financing arrangements and lease agreement balances of $10,977,063 or $2,367,038 was recorded as a loss on debt extinguishment for the nine months ended September 30, 2022. Common Stock As of September 30, 2022, we had authorized 2,500,000,000 shares of Common Stock, of which 1,028,178,638 common shares are issued and outstanding. Common Stock Issued for Expenses and Liabilities During the year ended December 31, 2020, the Company issued 7,500,000 shares of stock to Mr. Littman in accordance with its December 28 and 29, 2020 agreements as described in Note 5. These shares were included in a Form S-1 filed by the Company on January 15, 2021. During the year ended December 31, 2021, it was determined in accordance with an underlying agreement, that there was a deficiency of approximately $185,000 from net sales proceeds from sales of the shares and as such, this amount is accounted for in accounts payable as of September 30, 2022. Common Stock Issued for Conversion of Convertible Debt During the nine months ended September 30, 2022, $716,782 of principal and accrued interest was converted to 105,149,600 shares of common stock under the terms and conditions of convertible debt agreements. Subsequent to September 30, 2022, $86,875 of principal and accrued interest was converted to 70,161,290 of shares of common stock under these same terms. Stock Purchase Agreement On May 28, 2021, and as amended December 27, 2021, the Company entered into a Common Stock Purchase Agreement (“Purchase Agreement”) and Registration Rights Agreement (“Registration Rights Agreement”) with White Lion Capital, LLC, a Nevada limited liability company (“White Lion”). Under the terms of the Purchase Agreement, White Lion agreed to provide the Company with up to $5,000,000 upon effectiveness of a registration statement on Form S-1 (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (the “Commission”). A Form S-1 was filed on June 30, 2021 regarding this transaction. Subsequent Amendments to Forms S-1 related to this transaction were filed on July 6, 2021 and July 14, 2021. The registrations statement was declared effective July 19, 2021. 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 twelve (12) months (until December 31, 2022, as amended) or the date on which White Lion has purchased an aggregate of $5,000,000 worth of Common Stock under the terms of the Purchase Agreement. Under the Registration Rights Agreement with White Lion, the Company has given purchase notices for 29,000,000 shares of common stock and has received proceeds of $610,502, net of expenses. Subscription Payable As of September 30, 2022, the Company has recorded $21,585 in stock subscription payable, which equates to the fair value on the date of commitment, of the Company’s commitment to issue the following common shares: Unissued shares for TPT consulting agreements 1,750,000 Shares receivable under terminated acquisition agreement (3,096,181 ) Net commitment (1,346,181 ) During the year ended December 31, 2021, the Company agreed to a consulting agreement with one of its newest directors, John Wharton, which Agreement was for the issuance of 3,000,000 shares of common stock to vest over two years starting July 30, 2021. These shares were valued at $42,600 and are being expenses at $1,775 per month. As of September 30, 2022, 1,750,000 common shares have vested and $24,850 expensed. Effective November 1, 2017, the Company entered into an agreement to acquire Holly wood Rivera, LLC and HRS Mobile LLC (“HRS”). In March 2018, the HRS acquisition was rescinded and 3,096,181 shares of common stock which were issued as consideration are being returned by the recipients. As such, as of September 30, 2022 the shares for the HRS transaction are reflected as subscriptions receivable based on their par value. Warrants Issued with Convertible Promissory Notes As of September 30, 2022, there were 129,116,666 warrants outstanding that expire in five years or in the years ended December 31, 2024 -2027. As part of the Convertible Promissory Notes payable – third party issuance in Note 5, the Company issued 1,000,000 warrants to purchase 1,000,000 common shares of the Company at 70% of the current market price. Current market price means the average of the three lowest trading prices for our common stock during the ten-trading day period ending on the latest complete trading day prior to the date of the respective exercise notice. However, if a required registration statement, registering the underlying shares of the Convertible Promissory Notes, is declared effective on or before June 11, 2019 to September 11, 2019, then, while such Registration Statement is effective, the current market price shall mean the lowest volume weighted average price for our common stock during the ten-trading day period ending on the last complete trading day prior to the conversion date. During the year ended December 31, 2021, the Company issued warrants in conjunction with the issuance of the FirstFire Note, the Cavalry Investment Note and the Cavalry Fund I Note agreements. Warrants to purchase 110,000,000 shares of common stock at 110% of the opening price on the first day the Company trades on the Nasdaq exchange were issued to these note holders. On January 31, 2022, TPT Global Tech, Inc. issued warrants in conjunction with the issuance of Talos and Blue Lake Note Agreements. Warrants to purchase 18,116,666 shares of common stock at $0.015 per share provided, however, that if the Company consummates an uplist offering on or before July 6, 2022 then the exercise price shall be 110% of the offering price at which the uplist offering is made. The warrants issued under these convertible promissory notes were considered derivative liabilities valued at $209,948 of the total $4,078,343 derivative liabilities as of September 30, 2022. See Note 5. Common Stock Reservations The Company has reserved internally 1,000,000 shares of Common Stock of the Company for the purpose of raising funds to be used to pay off debt described in Note 5. We have reserved 20,000,000 shares of Common Stock of the Company to grant to certain employee and consultants as consideration for services rendered and that will be rendered to the Company. Non-Controlling Interests QuikLAB Mobile Laboratories In July and August 2020, the Company formed Quiklab 1 LLC, QuikLAB 2, LLC, QuikLAB 3, LLC and QuikLAB 4, LLC. QuikLAB 4, LLC was subsequently dissolved. It was the intent to use these entities as vehicles into which third parties would invest and participate in owning QuikLAB Mobile Laboratories. As of September 30, 2022, Quiklab 1 LLC, QuikLAB 2, LLC and QuikLAB 3, LLC have received an investment of $470,000, of which Stephen Thomas and Rick Eberhardt, CEO and COO of the Company, have invested $100,000 in QuikLAB 2, LLC. During the year ended December 31, 2021, one investor entered into an agreement at their request, to have their investment returned. $10,000 of this investment was returned with the remaining $60,000 being reclassified to an accounts payable in the balance sheet as of September 30, 2022. The third party investors and Mr. Thomas and Mr. Eberhart, will benefit from owning 20% of QuikLAB Mobile Laboratories specific to their investments. The Company owns the other 80% ownership in the QuickLAB Mobile Laboratories. The net loss attributed to the non-controlling interests from the QuikLAB Mobile Laboratories included in the statement of operations for the nine months ended September 30, 2022 and 2021 is $12,013 and $13,925, respectively. Other Non-Controlling Interests InnovaQor, Air Fitness and TPT Asia are other non-controlling interests in which the Company owns 94%, 75% and 78%, respectively. There is little activity in any of these entities. The net profit attributed to these non-controlling interests included in the statement of operations for the nine months ended September 30, 2022 and 2021 is $5,380 and $11,987, respectively. InnovaQor did a reverse merger with Southern Plains of which there ended up being a non-controlling interest ownership of 6% as of December 31, 2020. As a result, $219,058 in the non-controlling interest in liabilities of a license agreement valued at $3,500,000 was reflected in the consolidated balance sheet as of December 31, 2020, which was reversed in the year ended December 31, 2021 when the license agreement was cancelled between all parties. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2022 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 8 - COMMITMENTS AND CONTINGENCIES Accounts Payable and Accrued Expenses Accounts payable: 2022 2021 Related parties (1) $ 532,472 $ 2,294,570 General operating 4,763,790 4,788,291 Accrued interest on debt (2) 1,911,001 1,546,889 Credit card balances 164,558 169,035 Accrued payroll and other expenses 668,848 211,668 Taxes and fees payable 642,640 642,640 Total $ 8,683,309 $ 9,653,093 _______________ (1) Relates to amounts due to management and members of the Board of Directors according to verbal and written agreements that have not been paid as of period end. Some of the prior period amounts have been exchanged as of September 30, 2022 for Series E Preferred Stock. See Note 7. (2) Portion relating to related parties is $765,802 and $924,612 for September 30, 2022 and December 31, 2021, 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 5.4 years. We have various non-cancelable lease agreements for certain of our tower locations with original lease periods expiring between 2022 and 2044. Our lease terms may include options to extend or terminate the lease when it is reasonably certain we will exercise that option. Certain of the arrangements contain escalating rent payment provisions. An equipment lease described below and leases with an initial term of twelve months have not been recorded on the consolidated balance sheets. We recognize rent expense on a straight-line basis over the lease term. As of September 30, 2022 and December 31, 2021, operating lease right-of-use assets arising from operating leases were $3,544,160 and $4,259,758, respectively. During the nine months ended September 30, 2022, cash paid for amounts included for the measurement of lease liabilities was $800,537 and the Company recorded lease expense in the amount of $1,683,392 in cost of sales. The Company entered an operating agreement to lease colocation space for 5 years. This operating agreement starts October 1, 2020 for $7,140 per month. In addition, the Company entered into office space for Blue Collar which started April 2021 and runs for 3 years beginning at an average of $4,150 for the first six months, $8,300 for twelve months, $8,549 for the next twelve months and $8,805 for the following twelve months. The following is a schedule showing the future minimum lease payments under operating leases by years and the present value of the minimum payments as of September 30, 2022. 2022 $ 5,422,219 2023 1,454,130 2024 1,158,929 2025 712,431 2026 201,450 Thereafter 73,032 Total operating lease liabilities 9,022,191 Amount representing interest (555,3161 ) Total net present value $ 8,466,874 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 $12,500 and $12,500 in rent and utility payments for this space for the nine months ended September 30, 2022 and 2021, respectively. Financing lease obligations Future minimum lease payments are as follows: 2022 $ 703,758 2023 — 2024 — 2025 — 2026 — Thereafter — Total financing lease liabilities 703,758 Amount representing interest — Total future payments (1) $ 703,758 ____________________ (1) Included is a Telecom Equipment Lease with an entity owned and controlled by shareholders of the Company and was due August 31, 2020, as amended. Other Commitments and Contingencies Employment Agreements The Company had employment agreements with certain employees of SDM, K Telecom and Air Fitness. The agreements are such that SDM, K Telecom and Air Fitness, on a standalone basis in each case, must provide sufficient cash flow to financially support the financial obligations within the employment agreements. The employment agreements for SDM and Aire Fitness were terminated with the exchange of debt for Series E Preferred Stock. See Note 7. On May 6, 2020, the Company entered into an agreement to employ Ms. Bing Caudle as Vice President of Product Development of the Media One Live platform for an annual salary of $250,000 for five years, including customary employee benefits. The payment was guaranteed for five years whether or not Ms. Caudle is dismissed with cause. This employment agreement was effectively modified with the Software Acquisition Agreement described in Note 5 such that the Company is required to make payroll payments of $250,000 per year for five years to Ms. Caudle and payroll payments totaling $150,000 over three years to her daughter. Litigation On March 18, 2019, the Company issued to an Investor a convertible promissory note in the principal amount of $600,000.00 (the “Auctus Promissory Note”) and Warrant Agreement (the “Auctus Warrant Agreement”) pursuant to that certain securities purchase agreement dated March 18, 2019 (the “Auctus SPA”) with Auctus Fund, LLC (“Auctus”). Pursuant to claims by Auctus that the Company had not complied with terms of the Auctus SPA, the Company and Auctus entered into a settlement agreement dated October 13, 2021 where by the Company would pay $763,231.97 and allow Auctus to exercise its right to exercise 15,000,000 warrants to purchase 15,000,000 shares of common stock. Auctus agreed to limit the sale of common shares of the Company to 2,000,000 during each respective calendar week. The Company recognized a gain on debt extinguishment of $7,068,339 when this Auctus Promissory Note was paid off in large part because of the related derivative liability on the books at the time of the settlement. We have been named in a lawsuit by EMA Financial, LLC (“EMA”) for failing to comply with a Securities Purchase Agreement entered into in June 2019. More specifically, EMA claims the Company failed to honor notices of conversion, failed to establish and maintain share reserves, failed to register EMA shares and by failed to assure that EMA shares were Rule 144 eligible within 6 months. EMA has claimed in excess of $7,614,967 in relief. The Company has filed a motion in response for which EMA has filed a motion to dismiss. The Company does not believe at this time that any negative outcome would result in more than the $876,999 it has recorded on its balance sheet as of September 30, 2022. A lawsuit was filed in Michigan by the one of the former owners of SpeedConnect, LLC, John Ogren. Mr. Ogren claimed he was owed back wages related to the acquisition agreement wherein the Company acquired the assets of SpeedConnect, LLC and kept him on through a consulting agreement. The Company’s position was that he ultimately resigned in writing and was not due any back wages. In August 2021, Mr. Ogren was awarded $334,908 in back wages by an Arbitrator. This amount has been included in accounts payable as of September 30, 2021 and expensed in the statement of operations as other expenses for the year ended December 31, 2021. Mr. Ogren and the Company agreed to a settlement whereby the Company would pay $120,000 within 14 days of a written agreement with four monthly payments of $20,000 starting on December 5, 2021 through March 2, 2022. This debt was completely paid off as of September 30, 2022. We have been named in a lawsuit by a collection law firm on behalf of Pinnacle Towers LLC and Crown Atlantic Company Inc., against TPT Global Tech, Inc. The claim derives from an outstanding debt by incurred by Copperhead Digital. The lawsuit is over unpaid rent that should have been paid by Copperhead Digital but was not paid. The Company believes it has several defenses to this claim and is in the process of communicating with opposing counsel for dismissal of the claims which amount to $386,030.62 plus interest, costs and attorney fees. The Company has accounted for approximately $600,000 in payables on its consolidated balance sheet as of September 30, 2022 for this subsidiary payable. Lawsuits are being threatened by vendors in relation to tower lease payments in accordance with tower lease agreements that were entered into by SpeedConnect. The claims are currently being investigated and the amount in controversy being claimed is approximately $3,500,000. The Company has approximately $4,000,000 in accounts payable for these threatened claims as of September 30, 2022, 2022. The claims appear to include lease agreements that have been terminated and future payments not yet due, among other issues. As such, the parties are trying to come up with resolutions for these claims. The Company has been named in a lawsuit, Robert Serrett vs. TruCom, Inc., by a former employee who was terminated by management in 2016. The employee was working under an employment agreement but was terminated for breach of the agreement. The former employee is suing for breach of contract and is seeking around $75,000 in back pay and benefits. We learned that Mr. Serrett received a default judgement in Texas on May 15, 2018 for $70,650 plus $3,500 in attorney fees and 5% interest and court costs. However, he has made no attempt that we are aware of to obtain a sister state judgment in Arizona, where Trucom resides, or to try and enforce the judgement and collect. Management believes it has good and meritorious defenses and does not belief the outcome of the lawsuit will have any material effect on the financial position of the Company. We are not currently involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect. We anticipate that we (including current and any future subsidiaries) will from time to time become subject to claims and legal proceedings arising in the ordinary course of business. It is not feasible to predict the outcome of any such proceedings and we cannot assure that their ultimate disposition will not have a materially adverse effect on our business, financial condition, cash flows or results of operations. Customer Contingencies The Company has collected $338,725 from one customer in excess of amounts due from that customer in accordance with the customer’s understanding of the appropriate billings activity. The customer has filed a written demand for repayment by the Company of these amounts. Management believes that the customer agreement allows them to keep the amounts under dispute. Given the dispute, the Company has reflected the amounts in dispute as a customer liability on the consolidated balance sheet as of September 30, 2022 and December 31, 2021. Stock Contingencies The Company has convertible debt, preferred stock, options and warrants outstanding which common shares would be required to be issued upon exercise by the holders. As of September 30, 2022, the following shares would be issued: Convertible Promissory Notes 15,323,753,920 Series A Preferred Stock (1) 14,370,105,951 Series B Preferred Stock 2,588,693 Series D Preferred Stock (2) 71,989,198 Series E Preferred Stock (3) 3,153,560,185 Stock Options and Warrants 129,116,666 23,051,114,612 _______________ (1) As of September 30, 2022, by amendment, holder of the Series A Preferred Stock which is Stephen J. Thomas, is guaranteed upon date of conversion to 60% of the common shares computed to include all projected conversions of all convertible debt and any other classes of Preferred Stock as if the conversions had taken place at the stated conversion price per share (i.e. for the avoidance of doubt – “fully diluted” as if such conversion had occurred prior to the Series A conversion.) The Company would have to authorize additional shares for this to occur as only 2,500,000,000 shares are currently authorized. (2) Holders of the Series D Preferred Stock may decide after 12 months to convert to common stock 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00. There is also an automatic conversion of the Series D Preferred Stock without consent of holders upon any national exchange listing approval and the registration effectiveness of common stock underlying the conversion rights. The automatic conversion to common from Series D Preferred shall be 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00. (3) Holders of the Series E Preferred Stock may decide after 12 months to convert to common stock 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00. There is also an automatic conversion of the Series E Preferred Stock without consent of holders upon any national exchange listing approval and the registration effectiveness of common stock underlying the conversion rights. The automatic conversion to common from Series E Preferred shall be 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00. 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. |
RELATED PARTY ACTIVITY
RELATED PARTY ACTIVITY | 9 Months Ended |
Sep. 30, 2022 | |
RELATED PARTY ACTIVITY | |
RELATED PARTY ACTIVITY | NOTE 9 – RELATED PARTY ACTIVITY Accounts Payable and Accrued Expenses There are amounts outstanding due to related parties of the Company of $532,472 and $2,294,570, respectively, as of September 30, 2022, and December 31, 2021 related to amounts due to employees, management and members of the Board of Directors according to verbal and written agreements that have not been paid as of period end which are included in accounts payable and accrued expenses on the balance sheet. See Note 8. Leases See Note 8 for office lease used by CEO. Note Payable and Commitments On March 25, 2022, the Company entered into a Software Development agreement with Mr. and Mrs. Caudle for which a new note payable was created and employment agreements for Mrs. Caudle and her daughter were modified. See Notes 5 and 8. Debt Financing and Amounts Payable As of September 30, 2022, there are amounts due to management/shareholders included in financing arrangements, of which $5,468 is payable from the Company to Stephen J. Thomas III, CEO of the Company. See note 5. Other Agreements On April 17, 2018, the CEO of the Company, Stephen Thomas, signed an agreement with New Orbit Technologies, S.A.P.I. de C.V., a Mexican corporation, (“New Orbit”), majority owned and controlled by Stephen Thomas, related to a license agreement for the distribution of TPT licensed products, software and services related to Lion Phone and VuMe within Mexico and Latin America (“License Agreement”). The License Agreement provides for New Orbit to receive a fully paid-up, royalty-free, non-transferable license for perpetuity with termination only under situations such as bankruptcy, insolvency or material breach by either party and provides for New Orbit to pay the Company fees equal to 50% of net income generated from the applicable activities. The transaction was approved by the Company’s Board of Directors in June 2018. There has been no activity on this agreement. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2022 | |
GOODWILL AND INTANGIBLE ASSETS | |
GOODWILL AND INTANGIBLE ASSETS | NOTE 10 – GOODWILL AND INTANGIBLE ASSETS Goodwill and intangible assets are comprised of the following: September 30, 2022 Gross carrying amount Accumulated Amortization Net Book Value Useful Life Customer Base $ 697,238 (356,706 ) $ 340,532 3-10 Developed Technology 4,595,600 (2,510,567 ) 2,085,033 9 Film Library 957,000 (303,450 ) 653,550 11 Trademarks and Tradenames 132,000 (47,045 ) 84,955 12 Total intangible assets, net $ 6,381,838 (3,217,768 ) $ 3,164,070 Goodwill $ 104,657 — $ 104,657 December 31, 2021 Gross carrying amount Accumulated Amortization Net Book Value Useful Life Customer Base $ 697,238 (310,359 ) $ 386,879 3-10 Developed Technology 4,595,600 (2,127,599 ) 2,468,001 9 Film Library 957,000 (249,300 ) 707,700 11 Trademarks and Tradenames 132,000 (38,339 ) 93,661 12 Total intangible assets, net $ 6,381,838 (2,725,597 ) $ 3,656,241 Goodwill $ 104,657 — $ 104,657 Amortization expense was $492,171 and $553,965 for the nine months ended September 30, 2022 and 2021, respectively. Remaining amortization of the intangible assets is as following for the next five years and beyond: 2022 $ 169,908 2023 662,079 2024 662,079 2025 662,079 2026 662,079 Thereafter 345,846 $ 3,164,070 |
SEGMENT REPORTING
SEGMENT REPORTING | 9 Months Ended |
Sep. 30, 2022 | |
SEGMENT REPORTING | |
SEGMENT REPORTING | NOTE 11 – SEGMENT REPORTING ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Company's internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for details on the Company's business segments. The Company's chief operating decision maker (“CODM”) has been identified as the CEO who reviews the financial information of separate operating segments when making decisions about allocating resources and assessing performance of the group. Based on management's assessment, the Company considers its most significant segments for 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. The following tables present summary information by segment for the three months ended September 30, 2022 and 2021, respectively: 2022 TPT SpeedConnect Blue Collar TPT MedTech and QuikLABS Corporate and other Total Revenue $ 1,357,611 692,486 (560 ) 2,720 $ 2,052,817 Cost of revenue $ (1,303,856 ) (305,301 ) — (82,382 ) $ (1,691,539 ) Net income (loss) $ (486,747 ) 82,809 (123,798 ) (717,284 ) $ (1,245,019 ) Deemed dividend related to modification of Series A Preferred Stock $ — — — (39,866,742 ) $ (39,866,742 ) Depreciation and amortization $ (133,391 ) (1,705 ) (14,931 ) (164,483 ) $ (314,511 ) Derivative gain $ — — — 102,903 $ 102,903 Loss on debt extinguishment $ — — — 397,008 $ 301,224 Interest expense $ (98,159 ) (36,926 ) — (291,181 ) $ (426,265 ) Total assets $ 5,234,872 1,787,540 2,942 1,521,797 $ 8,547,151 2021 TPT SpeedConnect Blue Collar TPT MedTech and QuikLABS Corporate and other Total Revenue $ 1,816,781 529,606 22,859 150,180 $ 2,519,426 Cost of sales $ (1,363,272 ) (472,299 ) (21,296 ) (78,923 ) $ (1,935,790 ) Net income (loss) $ (121,318 ) (22,897 ) (153,792 ) (4,420,289 ) $ (4,718,296 ) Depreciation and amortization $ (154,000 ) (27,834 ) (25,239 ) (138,223 ) $ (345,296 ) Derivative expense $ — — — (3,472,930 ) $ (3,472,930 ) Interest expense $ (476,925 ) (8,854 ) — (191,204 ) $ (676,983 ) Total assets $ 6,817,103 1,122,838 466,291 3,362,516 $ 11,768,748 The following tables present summary information by segment for the nine months ended September 30, 2022 and 2021, respectively: 2022 TPT SpeedConnect Blue Collar TPT MedTech and QuikLABS Corporate and other Total Revenue $ 4,403,345 1,386,970 89,755 265,395 $ 6,145,465 Cost of sales $ (3,470,536 ) (758,462 ) — (264,930 ) $ (4,493,929 ) Net loss $ (909,938 ) (24,354 ) (213,720 ) (10,204,935 ) $ (11,352,944 ) Deemed dividend related to modification of Series A Preferred Stock $ — — — (39,866,742 ) $ (39,866,742 ) Depreciation and amortization $ (397,187 ) (5,683 ) (44,793 ) (493,450 ) $ (956,045 ) Derivative gain $ — — — 491,301 $ 491,301 Loss on debt extinguishment $ — — — (1,970,030 ) $ (2,065,814 ) Interest expense $ (476,840 ) (42,466 ) — (4,186,243 ) $ (4,705,548 ) Total assets $ 5,234,872 1,787,540 9,585 1,521,797 $ 8,547,151 2021 TPT SpeedConnect Blue Collar TPT MedTech and QuikLABS Corporate and Other Total Revenue $ 5,867,005 $ 1,241,060 $ 479,967 $ 222,924 $ 7,810,956 Cost of sales $ (4,502,016 ) $ (808,129 ) $ (787,504 ) $ (189,436 ) $ (6,287,085 ) Net income (loss) $ (721,373 ) $ 8,009 $ (1,205,060 ) $ (6,753,395 ) $ (8,671,819 ) Depreciation and amortization $ (455,640 ) $ (83,502 ) $ (25,239 ) $ (469,928 ) $ (1,034,309 ) Derivative expense $ — $ — $ — $ (3,098,381 ) $ (3,098,381 ) Interest expense $ (812,859 ) $ (23,197 ) $ — $ (641,049 ) $ (1,477,105 ) Total assets $ 6,817,103 $ 1,122,838 $ 466,291 $ 3,362,516 $ 11,768,748 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2022 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 12 – SUBSEQUENT EVENTS TPT Strategic Merger with Information Security and Training LLC Dated as of June 29, 2022, TPT Strategic entered into a definitive agreement for the acquisition of the assets and Information Security and Training LLC (“IST LLC” or “IST”) (www.istincs.com) a General Construction and Information Technology Services company based in Huntsville Alabama with branch offices in Nashville TN, Birmingham Al, Jackson MS, Fort Campbell KY, New Orleans LA, and Joint Base Lewis-McChord. The TPT Strategic and IST, LLC agreement, which closed October 20, 2022, for the acquisition is a stock transaction where the founder and sole interest holder, Everett Lanier, is to receive Preferred Series B shares of TPT Strategic that will convert to a 10% ownership of TPT Strategic under certain conditions. The acquisition includes the assumption of all assets and certain liabilities which approximate $1.2M and $1.3M, respectively, as of December 31, 2021. Audited revenues and net loss for IST the year ended December 31, 2021 were approximately $2.6M and $163,000 respectively. Everett Lanier will remain as the President and will become a Board Member of TPT Strategic. Conversion of Derivative Debt into Common Shares Between October 19, 2022 and November 17, 2022, FirstFire, Cavalry Fund I and 1800 Diagonal exercised their rights to convert $111,875 of principal and default principal amounts into 90,994,623 of shares of common stock. Pending filing of the Company’s Form 10Q are another $54,000 of principal on notes payable that have been presented to the Company for Calvary Investment Fund and Calvary Fund I into 45,000,000 of common shares. Subsequent events were reviewed through the date the financial statements were issued. |
DESCRIPTION OF BUSINESS AND S_2
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Nature of Operations | The Company was originally incorporated in 1988 in the state of Florida. TPT Global, Inc., a Nevada corporation formed in June 2014, merged with Ally Pharma US, Inc., a Florida corporation, (“Ally Pharma”, formerly known as Gold Royalty Corporation) in a “reverse merger” wherein Ally Pharma issued 110,000,000 shares of Common Stock, or 80% ownership, to the owners of TPT Global, Inc. in exchange for all outstanding common stock of TPT Global Inc. and Ally Pharma agreed to change its name to TPT Global Tech, Inc. (jointly referred to as “the Company” or “TPTG”). The following acquisitions have resulted in entities which have been consolidated into TPTG since the reverse merger in 2014. Name Herein referred to as Acquisition or Incorporation Date Ownership TPT Global Tech, Inc. Company or TPTG 1988 100 % K Telcom and Wireless LLC K Telecom 2014 100 % Global Telecom International LLC Global Telecom 2014 100 % Copperhead Digital Holdings, Inc. Copperhead Digital or CDH 2015 100 % TruCom, LLC TruCom 2015 100 % Nevada Utilities, Inc. Nevada Utilities 2015 100 % CityNet Arizona, LLC CityNet 2015 100 % San Diego Media Inc. SDM 2016 100 % Blue Collar Production, Inc. Blue Collar 2018 100 % TPT SpeedConnect, LLC TPT SpeedConnect 2019 100 % TPT Federal, LLC TPT Federal 2020 100 % TPT MedTech, LLC TPT MedTech 2020 100 % InnovaQor, Inc./TPT Strategic, Inc. InnovaQor and TPT Strategic 2020 94 % QuikLab 1 LLC Quiklab 1 2020 80 % QuikLAB 2, LLC QuikLAB 2 2020 80 % QuikLAB 3, LLC QuikLAB 3 2020 100 % The Fitness Container, LLC Air Fitness 2020 75 % TPT Global Tech Asia Limited TPT Asia 2020 78 % TPT MedTech UK LTD TPT MedTech UK 2020 100 % TPT Global Defense Systems, Inc. TPT Global Defense 2021 100 % TPT Innovations Technology, Inc. TPT Innovations 2021 100 % TPT Global Caribbean Inc. TPT Caribbean 2021 100 % TPT Media and Entertainment, LLC TPT Media and Entertainment 2021 100 % VuMe Live, LLC VuMe Live 2021 100 % Digithrive, LLC Digithrive 2021 100 % We are based in San Diego, California, and operate as a technology-based company with divisions providing telecommunications, medical technology and product distribution, media content for domestic and international syndication as well as technology solutions. We operate on our own proprietary Global Digital Media TV and Telecommunications infrastructure platform and also provide technology solutions to businesses domestically and worldwide. We offer Software as a Service (SaaS), Technology Platform as a Service (PAAS), Cloud-based Unified Communication as a Service (UCaaS) and carrier-grade performance and support for businesses over our private IP MPLS fiber and wireless network in the United States. Our cloud-based UCaaS services allow businesses of any size to enjoy all the latest voice, data, media and collaboration features in today's global technology markets. We also operate as a Master Distributor for Nationwide Mobile Virtual Network Operators (MVNO) and Independent Sales Organization (ISO) as a Master Distributor for Pre-Paid Cellphone services, Mobile phones, Cellphone Accessories and Global Roaming Cellphones. |
Basis of presentation | The accompanying unaudited condensed consolidated financial statements have been prepared according to the instructions to Form 10-Q and Section 210.8-03(b) of Regulation S-X of the Securities and Exchange Commission (“SEC”) and, therefore, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been omitted. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 2022, are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. These condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements for the year ended December 31, 2021. The condensed consolidated balance sheet as of September 30, 2022, has been derived from the consolidated financial statements at that date, but does not include all of the information and footnotes required by GAAP. Our condensed consolidated financial statements include the accounts of those entities outlined in Nature of Operations giving consideration to the non-controlling interests where appropriate. All intercompany accounts and transactions have been eliminated in consolidation. |
Reclassifications | Certain amounts presented in previously issued financial statements have been reclassified in these financial statements. For the three and nine months ended September 30, 2021, $176,230 and $579,989, respectively, was recorded as revenue from services in the statement of operations and has been reclassified to revenue from products to be consistent with the current period presentation. |
Revenue Recognition | On January 1, 2018, we adopted the new accounting standard ASC 606, Revenue from Contracts with Customers Identify the contract with the customer Identify the performance obligations in the contract Determine the transaction price Allocate the transaction price to performance obligations in the contract Recognize revenue when or as we satisfy a performance obligation. Reserves are recorded as a reduction in net sales and are not considered material to our consolidated statements of operations for the nine months ended September 30, 2022 and 2021. In addition, we invoice our customers for taxes assessed by governmental authorities such as sales tax and value added taxes, where applicable. We present these taxes on a net basis. The Company’s revenue generation for the nine months ended September 30, 2022 and 2021 came from the following sources disaggregated by services and products, which sources are explained in detail below. For the nine months ended September 30, 2022 For the nine months ended September 30, 2021 TPT SpeedConnect $ 4,403,345 $ 5,867,005 Blue Collar 1,386,970 1,241,060 TPT MedTech 89,755 131,291 Other (1) 183,395 7,032 Total Services Revenues $ 6,063,465 $ 7,220,337 TPT MedTech — 348,676 Air Fitness 82,000 205,263 K Telecom — 10,630 Total Product Revenues $ 82,000 $ 590,619 Total Revenue $ 6,145,465 $ 7,810,956 (1) Includes international sales for the nine months ended September 30, 2022 of $172,781 related to TPT Asia. TPT SpeedConnect: ISP and Telecom Revenue TPT SpeedConnect is a rural Internet provider operating in 10 Midwestern States under the trade name SpeedConnect. TPT SC’s primary business model is subscription based, pre-paid monthly reoccurring revenues, from wireless delivered, high-speed internet connections. In addition, the company resells third-party satellite and DSL internet and IP telephony services. Revenue generated from sales of telecommunications services is recognized as the transaction with the customer is considered closed and the customer receives and accepts the services that were the result of the transaction. There are no financing terms or variable transaction prices. Due date is detailed on monthly invoices distributed to customer. Services billed monthly in advance are deferred to the proper period as needed. Deferred revenue are contract liabilities for cash received before performance obligations for monthly services are satisfied. Deferred revenue for TPT SpeedConnect as of September 30, 2022 and December 31, 2021 are $85,070 and $421,643, respectively. Certain of our products require specialized installation and equipment. For telecom products that include installation, if the installation meets the criteria to be considered a separate element, product revenue is recognized upon delivery, and installation revenue is recognized when the installation is complete. The Installation Technician collects the signed quote containing terms and conditions when installing the site equipment at customer premises. Revenue for installation services and equipment is billed separately from recurring ISP and telecom services and is recognized when equipment is delivered and installation is completed. Revenue from ISP and telecom services is recognized monthly over the contractual period, or as services are rendered and accepted by the customer. The overwhelming majority of our revenue continues to be recognized when transactions occur. Since installation fees are generally small relative to the size of the overall contract and because most contracts are for two years or less, the impact of not recognizing installation fees over the contract is immaterial. Blue Collar: Media Production Services Blue Collar creates original live action and animated content productions and has produced hundreds of hours of material for the television, theatrical, home entertainment and new media markets. Blue Collar designs branding and marketing campaigns and has had agreements with some of the world’s largest companies including PepsiCo, Intel, HP, WalMart and many other Fortune 500 companies. Additionally, they create motion picture, television and home entertainment marketing campaigns for studios including Sony, DreamWorks, Twentieth Century Fox, Universal Studios, Paramount Studios, and Warner Brothers. With regard to revenue recognition, Blue Collar receives an agreement from each client to perform defined work. Some agreements are written, some are verbal. Work may include creation of marketing materials and/or content creation. Some work may be short term and take weeks to create and some work may be longer and take months to create. There are instances where customer agreements segregate identifiable obligations (like filming on site vs. film editing and final production) with separate transaction pricing. The performance obligation is generally satisfied upon delivery of such film or production products, at which time revenue is recognized. There are no financing terms or variable transaction prices. TPT MedTech: Medical Testing Revenue TPT MedTech operates in the Point of Care Testing (“POCT”) market by primarily offering mobile medical testing facilities and software equipped for mobile devices to monitor and manage personalized healthcare. Services used from our mobile medical testing facilities are billing through credit cards at the time of service. Revenue is generated from our software platform as users sign up for our mobile healthcare monitor and management application and tests are performed. If medical testing is in one our own owned facility, the usage of the software application is included in the testing fees. If the testing is in a non-owned outside contracted facility, fees are generated from the usage of the software application on a per test basis and billed monthly. TPT MedTech also offers various products. One is to build and sell its mobile testing facilities called QuikLABs designed for mobile testing. This is used by TPT MedTech for its own testing services. Another is to build customized mobile gyms for exercising. This is sold to third parties. Another is medical equipment, one of which is a sanitizing unit called SANIQuik which is used as a safe and flexible way to sanitize providing an additional routine to hand washing and facial coverings. The SANIQuik has not yet been approved for sale in the United States but has in some parts of the European community. Revenues from these products are recognized when a product is delivered, the sales transaction considered closed and accepted by a customer. When deposits are received for which a product has not been delivered, it is recognized as deferred revenue. Deferred revenue as of September 30, 2022 and December 31, 2021 was $0 and $41,000, respectively. There are no financing terms or variable transaction prices for either of these products. SDM: Ecommerce, Email Marketing and Web Design Services SDM generates revenue by providing ecommerce, email marketing and web design solutions to small and large commercial businesses, complete with monthly software support, updates and maintenance. Services are billed monthly. There are no financing terms or variable transaction prices. Platform infrastructure support is a prepaid service billed in monthly recurring increments. The services are billed a month in advance and due prior to services being rendered. The revenue is deferred when invoiced and booked in the month the service is provided. There is no deferred revenue as of September 30, 2022 and December 31, 2021. Software support services (including software upgrades) are billed in real time, on the first of the month. Web design service revenues are recognized upon completion of specific projects. Revenue is booked in the month the services are rendered and payments are due on the final day of the month. There are usually no contract revenues that are deferred until services are performed. K Telecom: Prepaid Phones and SIM Cards Revenue K Telecom generates revenue from reselling prepaid phones, SIM cards, and rechargeable minute traffic for prepaid phones to its customers (primarily retail outlets). Product sales occur at the customer’s locations, at which time delivery occurs and cash or check payment is received. The Company recognizes the revenue when they receive payment at the time of delivery. There are no financing terms or variable transaction prices. Copperhead Digital: ISP and Telecom Revenue Copperhead Digital operated as a regional internet and telecom services provider operating in Arizona under the trade name Trucom. Although there are currently no customers and it will take capital to reopen this revenue stream, Copperhead Digital operated as a wireless telecommunications Internet Service Provider (“ISP”) facilitating both residential and commercial accounts. Copperhead Digital’s primary business model was subscription based, pre-paid monthly reoccurring revenues, from wireless delivered, high-speed internet connections. In addition, the company resold third-party satellite and DSL internet and IP telephony services. Revenue generated from sales of telecommunications services was recognized as the transaction with the customer is considered closed and the customer received and accepted the services that were the result of the transaction. There are no financing terms or variable transaction prices. Due date was detailed on monthly invoices distributed to customer. Services billed monthly in advance were deferred to the proper period as needed. Deferred revenue was contract liabilities for cash received before performance obligations for monthly services are satisfied. Certain of its products required specialized installation and equipment. For telecom products that included installation, if the installation met the criteria to be considered a separate element, product revenue was recognized upon delivery, and installation revenue was recognized when the installation was complete. The Installation Technician collected the signed quote containing terms and conditions when installing the site equipment at customer premises. Revenue for installation services and equipment was billed separately from recurring ISP and telecom services and was recognized when equipment was delivered, and installation was completed. Revenue from ISP and telecom services was recognized monthly over the contractual period, or as services were rendered and accepted by the customer. The overwhelming majority of revenue was recognized when transactions occurred. Since installation fees were generally small relative to the size of the overall contract and because most contracts were for a year or less, the impact of not recognizing installation fees over the contract was immaterial. |
Basic and Diluted Net Loss Per Share | The Company computes net income (loss) per share in accordance with ASC 260, “Earning per Share”. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholder (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method for options and warrants and using the if-converted method for preferred stock and convertible notes. It also gives effect to any deemed dividends such as during the period for Series A Preferred Stock. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As of September 30, 2022, the Company had shares that were potentially common stock equivalents as follows: Convertible Promissory Notes 5,323,753,920 Series A Preferred Stock (1) 14,370,105,951 Series B Preferred Stock 2,588,693 Series D Preferred Stock (2) 71,989,198 Series E Preferred Stock (3) 3,153,560,185 Stock Options and Warrants 129,116,666 23,051,114,612 _______________ (1) As of September 30, 2022, by amendment, holder of the Series A Preferred Stock which is Stephen J. Thomas, is guaranteed upon date of conversion to 60% of the common shares computed to include all projected conversions of all convertible debt and any other classes of Preferred Stock as if the conversions had taken place at the stated conversion price per share (i.e. for the avoidance of doubt – “fully diluted” as if such conversion had occurred prior to the Series A conversion.) The Company would have to authorize additional shares for this to occur as only 2,500,000,000 shares are currently authorized. (2) Holders of the Series D Preferred Stock may decide after 12 months to convert to common stock 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00. There is also an automatic conversion of the Series D Preferred Stock without consent of holders upon any national exchange listing approval and the registration effectiveness of common stock underlying the conversion rights. The automatic conversion to common from Series D Preferred shall be 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00. (3) Holders of the Series E Preferred Stock may decide after 12 months to convert to common stock 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00. There is also an automatic conversion of the Series E Preferred Stock without consent of holders upon any national exchange listing approval and the registration effectiveness of common stock underlying the conversion rights. The automatic conversion to common from Series E Preferred shall be 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00. |
Financial Instruments and Fair Value of Financial Instruments | Our primary financial instruments at September 30, 2022 consisted of cash equivalents, accounts receivable, accounts payable and debt. We apply fair value measurement accounting to either record or disclose the value of our financial assets and liabilities in our financial statements. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. A fair value hierarchy requires an entity to maximize the use of observable inputs, where available, and minimize the use of unobservable inputs when measuring fair value. Described below are the three levels of inputs that may be used to measure fair value: Level 1 Level 2 Level 3 We consider our derivative financial instruments as Level 3. The balances for our derivative financial instruments as of September 30, 2022 are the following: Derivative Instrument Fair Value Convertible Promissory Notes $ 3,868,395 Fair value of Warrants issued with the derivative instruments 209,948 $ 4,078,343 |
Recently Issued Financial Accounting Standards | Management has reviewed recently issued accounting pronouncements and have determined there are not any that would have a material impact on the condensed consolidated financial statements. |
DESCRIPTION OF BUSINESS AND S_3
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Entities consolidated into TPTG | Name Herein referred to as Acquisition or Incorporation Date Ownership TPT Global Tech, Inc. Company or TPTG 1988 100 % K Telcom and Wireless LLC K Telecom 2014 100 % Global Telecom International LLC Global Telecom 2014 100 % Copperhead Digital Holdings, Inc. Copperhead Digital or CDH 2015 100 % TruCom, LLC TruCom 2015 100 % Nevada Utilities, Inc. Nevada Utilities 2015 100 % CityNet Arizona, LLC CityNet 2015 100 % San Diego Media Inc. SDM 2016 100 % Blue Collar Production, Inc. Blue Collar 2018 100 % TPT SpeedConnect, LLC TPT SpeedConnect 2019 100 % TPT Federal, LLC TPT Federal 2020 100 % TPT MedTech, LLC TPT MedTech 2020 100 % InnovaQor, Inc./TPT Strategic, Inc. InnovaQor and TPT Strategic 2020 94 % QuikLab 1 LLC Quiklab 1 2020 80 % QuikLAB 2, LLC QuikLAB 2 2020 80 % QuikLAB 3, LLC QuikLAB 3 2020 100 % The Fitness Container, LLC Air Fitness 2020 75 % TPT Global Tech Asia Limited TPT Asia 2020 78 % TPT MedTech UK LTD TPT MedTech UK 2020 100 % TPT Global Defense Systems, Inc. TPT Global Defense 2021 100 % TPT Innovations Technology, Inc. TPT Innovations 2021 100 % TPT Global Caribbean Inc. TPT Caribbean 2021 100 % TPT Media and Entertainment, LLC TPT Media and Entertainment 2021 100 % VuMe Live, LLC VuMe Live 2021 100 % Digithrive, LLC Digithrive 2021 100 % |
Disaggregation of revenue | For the nine months ended September 30, 2022 For the nine months ended September 30, 2021 TPT SpeedConnect $ 4,403,345 $ 5,867,005 Blue Collar 1,386,970 1,241,060 TPT MedTech 89,755 131,291 Other (1) 183,395 7,032 Total Services Revenues $ 6,063,465 $ 7,220,337 TPT MedTech — 348,676 Air Fitness 82,000 205,263 K Telecom — 10,630 Total Product Revenues $ 82,000 $ 590,619 Total Revenue $ 6,145,465 $ 7,810,956 |
Potentially dilutive securities | Convertible Promissory Notes 5,323,753,920 Series A Preferred Stock (1) 14,370,105,951 Series B Preferred Stock 2,588,693 Series D Preferred Stock (2) 71,989,198 Series E Preferred Stock (3) 3,153,560,185 Stock Options and Warrants 129,116,666 23,051,114,612 |
Derivative financial instruments | Derivative Instrument Fair Value Convertible Promissory Notes $ 3,868,395 Fair value of Warrants issued with the derivative instruments 209,948 $ 4,078,343 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
PROPERTY AND EQUIPMENT | |
Property and equipment | 2022 2021 Property and equipment: Telecommunications fiber and equipment $ 2,703,202 $ 2,686,905 Medical equipment — 209,499 Office furniture and equipment 77,860 77,859 Total property and equipment 2,781,062 2,974,263 Accumulated depreciation (1,689,535 ) (1,325,241 ) Property and equipment, net $ 1,091,527 $ 1,649,022 |
DEBT FINANCING ARRANGEMENTS (Ta
DEBT FINANCING ARRANGEMENTS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
DEBT FINANCING ARRANGEMENTS | |
Debt financing arrangements | 2022 2021 Loans and advances (1) $ 465,092 $ 941,242 Convertible notes payable (2) 3,467,582 1,162,606 Factoring agreements (3) 423,208 723,754 Debt – third party $ 4,355,882 $ 2,827,602 Line of credit, related party secured by assets (4) $ 2,742,929 $ 3,043,390 Debt– other related party, net of discounts (5) 2,015,500 7,450,000 Convertible debt – related party (6) 553,100 902,781 Shareholder debt (7) 9,618 49,452 Debt – related party $ 5,321,147 $ 11,445,623 Total financing arrangements $ 9,677,029 $ 14,273,225 Less current portion: Loans, advances and factoring agreements – third party $ (744,300 ) $ (1,446,571 ) Convertible notes payable third party (3,467,582 ) (1,162,606 ) Debt – related party, net of discount (4,768,047 ) (10,542,842 ) Convertible notes payable– related party (553,100 ) (902,781 ) (9,533,029 ) (14,054,800 ) Total long term debt $ 144,000 $ 218,425 |
DERIVATIVE FINANCIAL INSTRUME_2
DERIVATIVE FINANCIAL INSTRUMENTS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
DERIVATIVE FINANCIAL INSTRUMENTS | |
Summary of changes in fair value of the Company's Level 3 financial liabilities | Debt Derivative Liabilities Balance, December 31, 2021 $ 4,042,910 Change in derivative liabilities from new notes payable and warrants 622,518 Change in derivative liabilities from the conversion of debt (95,784 ) Change in fair value of derivative liabilities at end of period – derivative expense (491,301 ) Balance, September 30, 2022 $ 4,078,343 |
STOCKHOLDERS DEFICIT (Tables)
STOCKHOLDERS DEFICIT (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' DEFICIT | |
Subscription payable | Unissued shares for TPT consulting agreements 1,750,000 Shares receivable under terminated acquisition agreement (3,096,181 ) Net commitment (1,346,181 ) |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
COMMITMENTS AND CONTINGENCIES | |
Accounts payable and accrued expenses | Accounts payable: 2022 2021 Related parties (1) $ 532,472 $ 2,294,570 General operating 4,763,790 4,788,291 Accrued interest on debt (2) 1,911,001 1,546,889 Credit card balances 164,558 169,035 Accrued payroll and other expenses 668,848 211,668 Taxes and fees payable 642,640 642,640 Total $ 8,683,309 $ 9,653,093 |
Future minimum lease payments under operating lease | 2022 $ 5,422,219 2023 1,454,130 2024 1,158,929 2025 712,431 2026 201,450 Thereafter 73,032 Total operating lease liabilities 9,022,191 Amount representing interest (555,3161 ) Total net present value $ 8,466,874 |
Future minimum lease payments Under financing leases | 2022 $ 703,758 2023 — 2024 — 2025 — 2026 — Thereafter — Total financing lease liabilities 703,758 Amount representing interest — Total future payments (1) $ 703,758 |
Shares to be issued | Convertible Promissory Notes 15,323,753,920 Series A Preferred Stock (1) 14,370,105,951 Series B Preferred Stock 2,588,693 Series D Preferred Stock (2) 71,989,198 Series E Preferred Stock (3) 3,153,560,185 Stock Options and Warrants 129,116,666 23,051,114,612 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
GOODWILL AND INTANGIBLE ASSETS | |
Goodwill and intangible assets June 30, 2022 | Gross carrying amount Accumulated Amortization Net Book Value Useful Life Customer Base $ 697,238 (356,706 ) $ 340,532 3-10 Developed Technology 4,595,600 (2,510,567 ) 2,085,033 9 Film Library 957,000 (303,450 ) 653,550 11 Trademarks and Tradenames 132,000 (47,045 ) 84,955 12 Total intangible assets, net $ 6,381,838 (3,217,768 ) $ 3,164,070 Goodwill $ 104,657 — $ 104,657 |
Goodwill and intangible assets Dec 31, 2021 | Gross carrying amount Accumulated Amortization Net Book Value Useful Life Customer Base $ 697,238 (310,359 ) $ 386,879 3-10 Developed Technology 4,595,600 (2,127,599 ) 2,468,001 9 Film Library 957,000 (249,300 ) 707,700 11 Trademarks and Tradenames 132,000 (38,339 ) 93,661 12 Total intangible assets, net $ 6,381,838 (2,725,597 ) $ 3,656,241 Goodwill $ 104,657 — $ 104,657 |
Amortization of intangible assets | 2022 $ 169,908 2023 662,079 2024 662,079 2025 662,079 2026 662,079 Thereafter 345,846 $ 3,164,070 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
SEGMENT REPORTING | |
Summary information by segment three month ended June 30, 2022 | 2022 TPT SpeedConnect Blue Collar TPT MedTech and QuikLABS Corporate and other Total Revenue $ 1,357,611 692,486 (560 ) 2,720 $ 2,052,817 Cost of revenue $ (1,303,856 ) (305,301 ) — (82,382 ) $ (1,691,539 ) Net income (loss) $ (486,747 ) 82,809 (123,798 ) (717,284 ) $ (1,245,019 ) Deemed dividend related to modification of Series A Preferred Stock $ — — — (39,866,742 ) $ (39,866,742 ) Depreciation and amortization $ (133,391 ) (1,705 ) (14,931 ) (164,483 ) $ (314,511 ) Derivative gain $ — — — 102,903 $ 102,903 Loss on debt extinguishment $ — — — 397,008 $ 301,224 Interest expense $ (98,159 ) (36,926 ) — (291,181 ) $ (426,265 ) Total assets $ 5,234,872 1,787,540 2,942 1,521,797 $ 8,547,151 |
Summary information by segment three month ended June 30, 2021 | 2021 TPT SpeedConnect Blue Collar TPT MedTech and QuikLABS Corporate and other Total Revenue $ 1,816,781 529,606 22,859 150,180 $ 2,519,426 Cost of sales $ (1,363,272 ) (472,299 ) (21,296 ) (78,923 ) $ (1,935,790 ) Net income (loss) $ (121,318 ) (22,897 ) (153,792 ) (4,420,289 ) $ (4,718,296 ) Depreciation and amortization $ (154,000 ) (27,834 ) (25,239 ) (138,223 ) $ (345,296 ) Derivative expense $ — — — (3,472,930 ) $ (3,472,930 ) Interest expense $ (476,925 ) (8,854 ) — (191,204 ) $ (676,983 ) Total assets $ 6,817,103 1,122,838 466,291 3,362,516 $ 11,768,748 |
Summary information by segment nine months ended June 30, 2022 | 2022 TPT SpeedConnect Blue Collar TPT MedTech and QuikLABS Corporate and other Total Revenue $ 4,403,345 1,386,970 89,755 265,395 $ 6,145,465 Cost of sales $ (3,470,536 ) (758,462 ) — (264,930 ) $ (4,493,929 ) Net loss $ (909,938 ) (24,354 ) (213,720 ) (10,204,935 ) $ (11,352,944 ) Deemed dividend related to modification of Series A Preferred Stock $ — — — (39,866,742 ) $ (39,866,742 ) Depreciation and amortization $ (397,187 ) (5,683 ) (44,793 ) (493,450 ) $ (956,045 ) Derivative gain $ — — — 491,301 $ 491,301 Loss on debt extinguishment $ — — — (1,970,030 ) $ (2,065,814 ) Interest expense $ (476,840 ) (42,466 ) — (4,186,243 ) $ (4,705,548 ) Total assets $ 5,234,872 1,787,540 9,585 1,521,797 $ 8,547,151 |
Summary information by segment nine months ended June 30, 2021 | 2021 TPT SpeedConnect Blue Collar TPT MedTech and QuikLABS Corporate and Other Total Revenue $ 5,867,005 $ 1,241,060 $ 479,967 $ 222,924 $ 7,810,956 Cost of sales $ (4,502,016 ) $ (808,129 ) $ (787,504 ) $ (189,436 ) $ (6,287,085 ) Net income (loss) $ (721,373 ) $ 8,009 $ (1,205,060 ) $ (6,753,395 ) $ (8,671,819 ) Depreciation and amortization $ (455,640 ) $ (83,502 ) $ (25,239 ) $ (469,928 ) $ (1,034,309 ) Derivative expense $ — $ — $ — $ (3,098,381 ) $ (3,098,381 ) Interest expense $ (812,859 ) $ (23,197 ) $ — $ (641,049 ) $ (1,477,105 ) Total assets $ 6,817,103 $ 1,122,838 $ 466,291 $ 3,362,516 $ 11,768,748 |
DESCRIPTION OF BUSINESS AND S_4
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 9 Months Ended |
Sep. 30, 2022 | |
Acquisition 1[Member] | |
Incorporation Date | 1988 |
Ownership Percentage | 100% |
Name of acquisition | TPT Global Tech, Inc. |
Referred | Company or TPTG |
Acquisition 2[Member] | |
Incorporation Date | 2014 |
Name of acquisition | K Telcom and Wireless LLC |
Referred | K Telecom |
Ownership Percentage | 100% |
Acquisition 3[Member] | |
Incorporation Date | 2014 |
Name of acquisition | Global Telecom International LLC |
Referred | Global Telecom |
Ownership Percentage | 100% |
Acquisition 4[Member] | |
Incorporation Date | 2015 |
Name of acquisition | Copperhead Digital Holdings, Inc. |
Referred | Copperhead Digital or CDH |
Ownership Percentage | 100% |
Acquisition 5[Member] | |
Incorporation Date | 2015 |
Name of acquisition | TruCom, LLC |
Referred | TruCom |
Ownership Percentage | 100% |
Acquisition 6[Member] | |
Incorporation Date | 2015 |
Name of acquisition | Nevada Utilities, Inc. |
Referred | Nevada Utilities |
Ownership Percentage | 100% |
Acquisition 7[Member] | |
Incorporation Date | 2015 |
Name of acquisition | CityNet Arizona, LLC |
Referred | CityNet |
Ownership Percentage | 100% |
Acquisition 8[Member] | |
Incorporation Date | 2016 |
Name of acquisition | San Diego Media Inc. |
Referred | SDM |
Ownership Percentage | 100% |
Acquisition 9[Member] | |
Incorporation Date | 2018 |
Name of acquisition | Blue Collar Production, Inc. |
Referred | Blue Collar |
Ownership Percentage | 100% |
Acquisition 10[Member] | |
Incorporation Date | 2019 |
Name of acquisition | TPT SpeedConnect, LLC |
Referred | TPT SpeedConnect |
Ownership Percentage | 100% |
Acquisition 11[Member] | |
Incorporation Date | 2020 |
Name of acquisition | TPT Federal, LLC |
Referred | TPT Federal |
Ownership Percentage | 100% |
Acquisition 12[Member] | |
Incorporation Date | 2020 |
Name of acquisition | TPT MedTech, LLC |
Referred | TPT MedTech |
Ownership Percentage | 100% |
Acquisition 13[Member] | |
Incorporation Date | 2020 |
Name of acquisition | InnovaQor, Inc./TPT Strategic, Inc. |
Referred | InnovaQor and TPT Strategic |
Ownership Percentage | 94% |
Acquisition 14[Member] | |
Incorporation Date | 2020 |
Name of acquisition | QuikLab 1 LLC |
Referred | Quiklab 1 |
Ownership Percentage | 80% |
Acquisition 15[Member] | |
Incorporation Date | 2020 |
Name of acquisition | QuikLAB 2, LLC |
Referred | QuikLAB 2 |
Ownership Percentage | 80% |
Acquisition 16[Member] | |
Incorporation Date | 2020 |
Name of acquisition | QuikLAB 3, LLC |
Referred | QuikLAB 3 |
Ownership Percentage | 100% |
Acquisition 17[Member] | |
Incorporation Date | 2020 |
Name of acquisition | The Fitness Container, LLC |
Referred | Air Fitness |
Ownership Percentage | 75% |
Acquisition 18[Member] | |
Incorporation Date | 2020 |
Name of acquisition | TPT Global Tech Asia Limited |
Referred | TPT Asia |
Ownership Percentage | 78% |
Acquisition 19[Member] | |
Incorporation Date | 2020 |
Name of acquisition | TPT MedTech UK LTD |
Referred | TPT MedTech UK |
Ownership Percentage | 100% |
Acquisition 20[Member] | |
Incorporation Date | 2021 |
Name of acquisition | TPT Global Defense Systems, Inc. |
Referred | TPT Global Defense |
Ownership Percentage | 100% |
Acquisition 21[Member] | |
Incorporation Date | 2021 |
Name of acquisition | TPT Innovations Technology, Inc. |
Referred | TPT Innovations |
Ownership Percentage | 100% |
Acquisition 22[Member] | |
Incorporation Date | 2021 |
Name of acquisition | TPT Global Caribbean Inc. |
Referred | TPT Caribbean |
Ownership Percentage | 100% |
Acquisition 23[Member] | |
Incorporation Date | 2021 |
Name of acquisition | TPT Media and Entertainment, LLC |
Referred | TPT Media and Entertainment |
Ownership Percentage | 100% |
Acquisition 24[Member] | |
Incorporation Date | 2021 |
Name of acquisition | VuMe Live, LLC |
Referred | VuMe Live |
Ownership Percentage | 100% |
Acquisition 25[Member] | |
Incorporation Date | 2021 |
Name of acquisition | Digithrive, LLC |
Referred | Digithrive |
Ownership Percentage | 100% |
DESCRIPTION OF BUSINESS AND S_5
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Total revenues | $ 6,145,465 | $ 7,810,956 | ||
Total revenues | $ 2,052,817 | $ 2,519,426 | 7,810,956 | 6,145,465 |
Aire Fitness | ||||
Total revenues | 82,000 | 205,263 | ||
TPT Speed Connect [Member] | ||||
Total revenues | 4,403,345 | 5,867,005 | ||
Blue Collar [Member] | ||||
Total revenues | 1,386,970 | 1,241,060 | ||
TPT MedTech [Member] | ||||
Total revenues | 89,755 | 131,291 | ||
Total revenuesE0 | 0 | 348,676 | ||
Other [Member] | ||||
Total revenues | 183,395 | 7,032 | ||
Total Services Revenues [Member] | ||||
Total revenues | 6,063,465 | 7,220,337 | ||
K Telecom Product Revenue [Member] | ||||
Total revenues | 0 | 10,630 | ||
Total Product Revenues [Member] | ||||
Total revenues | $ 82,000 | $ 590,619 |
DESCRIPTION OF BUSINESS AND S_6
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) | 9 Months Ended |
Sep. 30, 2022 shares | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 23,051,114,612 |
Convertible Promissory Notes [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 5,323,753,920 |
Series A Preferred Stock | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 14,370,105,951 |
Series B Preferred Stock | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,588,693 |
Series D Preferred Stock | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 71,989,198 |
Series E Preferred Stock | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,153,560,185 |
Stock Options and Warrants [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 129,116,666 |
DESCRIPTION OF BUSINESS AND S_7
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 3) | Sep. 30, 2022 USD ($) |
Fair value of derivative instrument | $ 4,078,343 |
Warrants Issued with the Derivative Instruments | |
Fair value of derivative instrument | 209,948 |
Convertible Promissory Notes [Member] | |
Fair value of derivative instrument | $ 3,868,395 |
DESCRIPTION OF BUSINESS AND S_8
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) integer $ / shares shares | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) shares | |
Development expense of recorded in marketing expense | $ | $ 176,230 | $ 579,989 | ||
TPT MedTech | ||||
Deferred revenue | $ | $ 0 | $ 41,000 | ||
Ally Pharma Member | ||||
Mezzanine stock, issued | 110,000,000 | |||
Ownership percentages | 80% | |||
Asia [Member] | ||||
International sales | $ | $ 172,781 | |||
Series A Preferred Stock | ||||
Preferred stock, authorized | 2,500,000,000 | |||
Percentage of common stock conversion | 60% | |||
Mezzanine stock, issued | 1,000,000 | 1,000,000 | ||
Series D Preferred Stock | ||||
Percentage of common stock conversion | 75% | |||
Average market closing price | $ / shares | $ 5 | |||
Number of days | integer | 30 | |||
Mezzanine stock, issued | 46,649 | 0 | ||
Series D Preferred Stock | Automatic Conversion To Common Stock [Member] | ||||
Percentage of common stock conversion | 75% | |||
Average market closing price | $ / shares | $ 5 | |||
Number of days | integer | 30 | |||
Series E Preferred Stock | ||||
Percentage of common stock conversion | 75% | |||
Average market closing price | $ / shares | $ 5 | |||
Number of days | integer | 30 | |||
Mezzanine stock, issued | 2,043,507 | 0 | ||
Series E Preferred Stock | Automatic Conversion To Common Stock [Member] | ||||
Percentage of common stock conversion | 75% | |||
Average market closing price | $ / shares | $ 5 | |||
Number of days | integer | 30 | |||
TPT SpeedConnect | ||||
Deferred revenue | $ | $ 85,070 | $ 421,643 |
ACQUISITIONS (Details Narrative
ACQUISITIONS (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |
May 10, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Net income | $ 63,000 | ||
Audited revenues and net loss for IST | $ 2,600,000 | ||
Gross profit Royalty from sales percentage | 10% | ||
Paying Approximate amount for properties | $ 1,700,000 | ||
Down payment for properties | $ 10,000 | ||
Customer Base | |||
Description of merger agreement | On May 10, 2022, as part of a “Smart City” concept and to utilize its telecommunications expertise, the Company entered into Real Estate Sales Agreements to acquire approximately 135 acres of land in Tuskegee, |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
GOING CONCERN (Details Narrative) | |||
Net loss | $ 11,352,944 | $ 8,671,818 | |
Net cash used in operating activities | 263,313 | 320,999 | |
Impairment of goodwill and long lived assets | 7,704,624 | 4,456,370 | |
Net increase in assets and liabilities | 3,385,007 | 3,894,450 | |
Net cash provided by financing activities | 175,057 | 773,387 | |
Proceeds from sale of common stock | 610,502 | ||
Proceeds from sale of Series D Preferred Stock shares | 233,244 | ||
proceeds from convertible notes, loans and advances | 1,256,187 | 1,961,685 | |
Payment on convertible loans, advances and factoring agreements | 1,391,580 | 2,024,497 | |
Payments on convertible notes and amounts payable - related parties | 39,664 | ||
Net cash used in investing activities | $ (16,297) | $ 219,298 | |
Stimulus offerings | $ 1,402,700 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Accumulated depreciation | $ (1,689,535) | $ (1,325,241) |
Property and equipment, net | 1,091,527 | 1,649,022 |
Telecommunications Fiber and Equipment | ||
Property, plant and equipment, gross | 2,703,202 | 2,686,905 |
Medical Equipment | ||
Property, plant and equipment, gross | 0 | 209,499 |
Office Furniture and Equipment | ||
Property, plant and equipment, gross | $ 77,860 | $ 77,859 |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
PROPERTY AND EQUIPMENT | ||
Depreciation expense | $ 448,943 | $ 480,344 |
Financing Lease | 200,000 | |
Net loss | 124,643 | |
Insurance proceeds | $ 71,643 |
DEBT FINANCING ARRANGEMENTS (De
DEBT FINANCING ARRANGEMENTS (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
DEBT FINANCING ARRANGEMENTS | ||
Loans, advances and factoring agreements | $ 465,092 | $ 941,242 |
Convertible notes payable | 3,467,582 | 1,162,606 |
Factoring agreements | 423,208 | 723,754 |
Debt - third party | 4,355,882 | 2,827,602 |
Line of credit, related party secured by assets | 2,742,929 | 3,043,390 |
Debt - other related party, net of discounts | 2,015,500 | 7,450,000 |
Convertible debt - related party | 553,100 | 902,781 |
Shareholder debt | 9,618 | 49,452 |
Debt - related party | 5,321,147 | 11,445,623 |
Total financing arrangements | 9,677,029 | 14,273,225 |
Less current liabilities: | ||
Loans, advances and agreements - third party | 744,300 | (1,446,571) |
Convertible notes payable, third party | 3,467,582 | 1,162,606 |
Debt - related party, net of discount | (4,768,047) | (10,542,842) |
Convertible notes payable - related party | 553,100 | 902,781 |
Total Debt Current | 9,533,029 | (14,054,800) |
Total long term debt | $ 144,000 | $ 218,425 |
DEBT FINANCING ARRANGEMENTS (_2
DEBT FINANCING ARRANGEMENTS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||||||||
Sep. 08, 2022 | Sep. 02, 2022 | Jun. 13, 2022 | Apr. 02, 2022 | Jan. 31, 2022 | Oct. 13, 2021 | Oct. 06, 2021 | Jun. 14, 2021 | Dec. 11, 2020 | Nov. 13, 2020 | Sep. 02, 2020 | May 06, 2020 | Sep. 15, 2022 | Apr. 27, 2022 | Jul. 23, 2021 | Jun. 28, 2021 | Feb. 21, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Feb. 29, 2020 | |
Line of Credit balance | $ 40,000 | |||||||||||||||||||||||||||
Adjustable interest rate description | Line of Credit which bears interest at adjustable rates, 1 month LIBOR plus 2%, 4.55% | |||||||||||||||||||||||||||
Interest rate description | bear 6% annual interest (12% default interest rate | |||||||||||||||||||||||||||
Stock options | 8,000 | |||||||||||||||||||||||||||
Factoring Agreement outstanding balance | $ 101,244 | $ 101,244 | $ 101,244 | |||||||||||||||||||||||||
Promissory note included as part of consideration | $ 4,000,000 | |||||||||||||||||||||||||||
Proceeds from interest on debt | 2,000,000 | |||||||||||||||||||||||||||
Promissory note | $ 1,600,000 | $ 1,000,000 | ||||||||||||||||||||||||||
Description of notes | $500,000 represents a Note Payable related to the acquisition of 75% of Air Fitness, payable six months from the date of the note or as agreed by the Company out of future capital raising efforts and does not accrue interest | |||||||||||||||||||||||||||
Promissory note,Description | The $1,600,000 promissory note for the acquisition of Blue Collar and $384,500 of the $500,000 Note Payable for the acquisition of 75% of Air Fitness were exchanged for shares of Series E Preferred Stock as of September 30, 2022. See Note 7. | |||||||||||||||||||||||||||
Promissory note non-interest bearing | $ 1,000,000 | |||||||||||||||||||||||||||
Effective interest rate | 3% | 6% | 12% | |||||||||||||||||||||||||
Convertible promissory note | $ 1,391,580 | $ 2,024,497 | $ 10,000 | $ 67,000 | $ 250,000 | |||||||||||||||||||||||
Convertible into common stock per share | $ 1 | $ 0.25 | $ 1 | |||||||||||||||||||||||||
SDM balance | 181,981 | |||||||||||||||||||||||||||
Convertible promissory notes related party | $ 537,200 | |||||||||||||||||||||||||||
Cash due to prior owners of the technology acquired | $ 350,000 | |||||||||||||||||||||||||||
Convertible Promissory Note | 3,467,582 | 1,162,606 | ||||||||||||||||||||||||||
Recognized a gain on debt extinguishment | $ (384,146) | $ 0 | $ 0 | (1,970,030) | 722,200 | |||||||||||||||||||||||
Principal amount | 716,782 | |||||||||||||||||||||||||||
Convertible loans | $ 1,256,187 | $ 1,961,685 | ||||||||||||||||||||||||||
TPT MedTech [Member] | ||||||||||||||||||||||||||||
Interest rate | 1% | |||||||||||||||||||||||||||
2020 Factoring Agreement [Member] | ||||||||||||||||||||||||||||
Effective interest rate | 0.43% | |||||||||||||||||||||||||||
Balance to be purchased and sold | $ 716,720 | |||||||||||||||||||||||||||
Received, net of fees | 500,000 | |||||||||||||||||||||||||||
Payment per week | $ 14,221 | |||||||||||||||||||||||||||
Duration of weekly payment | 50 | |||||||||||||||||||||||||||
2020 NewCo Factoring Agreement [Member] | ||||||||||||||||||||||||||||
Effective interest rate | 36% | |||||||||||||||||||||||||||
Balance to be purchased and sold | $ 326,400 | |||||||||||||||||||||||||||
Received, net of fees | 232,800 | |||||||||||||||||||||||||||
Payment per week | $ 11,658 | |||||||||||||||||||||||||||
Duration of weekly payment | 28 | |||||||||||||||||||||||||||
Lendora Factoring Agreement | ||||||||||||||||||||||||||||
Effective interest rate | 36% | |||||||||||||||||||||||||||
Balance to be purchased and sold | $ 299,800 | |||||||||||||||||||||||||||
Received, net of fees | 190,000 | |||||||||||||||||||||||||||
Payment per week | $ 18,737 | |||||||||||||||||||||||||||
Duration of weekly payment | 16 | |||||||||||||||||||||||||||
Samson Factoring Agreement [Member] | ||||||||||||||||||||||||||||
Effective interest rate | 36% | |||||||||||||||||||||||||||
Balance to be purchased and sold | $ 162,500 | |||||||||||||||||||||||||||
Received, net of fees | 118,625 | |||||||||||||||||||||||||||
Payment per week | $ 8,125 | |||||||||||||||||||||||||||
Duration of weekly payment | 20 | |||||||||||||||||||||||||||
QFS Factoring Agreement [Member] | ||||||||||||||||||||||||||||
Effective interest rate | 36% | |||||||||||||||||||||||||||
Balance to be purchased and sold | $ 976,918 | |||||||||||||||||||||||||||
Received, net of fees | 696,781 | |||||||||||||||||||||||||||
Payment per week | $ 23,087 | |||||||||||||||||||||||||||
Duration of weekly payment | 42 | |||||||||||||||||||||||||||
QFS Factoring Agreement [Member] | Transaction One [Member] | ||||||||||||||||||||||||||||
Payment per week | $ 29,860 | |||||||||||||||||||||||||||
Duration of weekly payment | 20 | |||||||||||||||||||||||||||
QFS Factoring Agreement [Member] | Transaction Two [Member] | ||||||||||||||||||||||||||||
Payment per week | $ 21,978 | |||||||||||||||||||||||||||
Duration of weekly payment | 4 | |||||||||||||||||||||||||||
QFS Factoring Agreement [Member] | Transaction Three [Member] | ||||||||||||||||||||||||||||
Payment per week | $ 11,669 | |||||||||||||||||||||||||||
Duration of weekly payment | last week | |||||||||||||||||||||||||||
NewCo Factoring Agreements [Member] | ||||||||||||||||||||||||||||
Effective interest rate | 36% | |||||||||||||||||||||||||||
Balance to be purchased and sold | $ 199,500 | |||||||||||||||||||||||||||
Received, net of fees | 144,750 | |||||||||||||||||||||||||||
Payment per week | $ 5,542 | |||||||||||||||||||||||||||
Duration of weekly payment | 36 | |||||||||||||||||||||||||||
NewCo Factoring Agreement #3 [Member] | ||||||||||||||||||||||||||||
Effective interest rate | 36% | |||||||||||||||||||||||||||
Balance to be purchased and sold | $ 133,000 | |||||||||||||||||||||||||||
Received, net of fees | 100,000 | |||||||||||||||||||||||||||
Payment per week | $ 3,695 | |||||||||||||||||||||||||||
Duration of weekly payment | 36 | |||||||||||||||||||||||||||
Mr. Advance Agreement | ||||||||||||||||||||||||||||
Effective interest rate | 36% | |||||||||||||||||||||||||||
Balance to be purchased and sold | $ 411,000 | |||||||||||||||||||||||||||
Received, net of fees | 270,715 | |||||||||||||||||||||||||||
Payment per week | $ 8,935 | |||||||||||||||||||||||||||
Duration of weekly payment | 46 | |||||||||||||||||||||||||||
CLOUDFUND Agreement | ||||||||||||||||||||||||||||
Effective interest rate | 36% | |||||||||||||||||||||||||||
Balance to be purchased and sold | $ 411,000 | |||||||||||||||||||||||||||
Received, net of fees | 272,954 | |||||||||||||||||||||||||||
Payment per week | $ 8,935 | |||||||||||||||||||||||||||
Duration of weekly payment | 46 | |||||||||||||||||||||||||||
Software Acquisition Agreement [Member] | ||||||||||||||||||||||||||||
Acquisition Agreement description | Both the $4,000,000 and $1,000,000 promissory notes related to the VuMe technology and Media Live One Platform were exchanged through a Software Acquisition Agreement dated as of March 25, 2022 for shares of the Company’s Series E Preferred Stock. See Note 7. In this same agreement, the Company agreed to pay Mr. and Mrs. Caudle $1,750,000 for additional developed software that will be used with the VuMe technology which was expensed as research and development during the nine months ended September 30, 2022. $200,000 had been paid and was accounted for as a deposit as of December 31, 2021 and the remainder was setup as a note payable as of September 30, 2022. $550,000 to be paid from first proceeds raised by the Company and $1,000,000 as agreed by the Company and Mr. and Mrs. Caudle | |||||||||||||||||||||||||||
Copperhead Digital Shareholders [Member] | ||||||||||||||||||||||||||||
Line of Credit bears variable interest rate | 2% | |||||||||||||||||||||||||||
LIBOR rate | 4.55% | |||||||||||||||||||||||||||
Common stock reserved to pay off line of credit | 1,000,000 | |||||||||||||||||||||||||||
Balance line of credit | $ 2,597,790 | |||||||||||||||||||||||||||
Shareholders loanedto company | 445,600 | |||||||||||||||||||||||||||
Stock options value | 85,120 | |||||||||||||||||||||||||||
Convertible loans | $ 136,400 | $ 537,200 | ||||||||||||||||||||||||||
Principal balance | $ 200,922 | |||||||||||||||||||||||||||
Fox Capital Agreement [Member] | ||||||||||||||||||||||||||||
Effective interest rate | 36% | |||||||||||||||||||||||||||
Balance to be purchased and sold | $ 138,000 | |||||||||||||||||||||||||||
Received, net of fees | 90,000 | |||||||||||||||||||||||||||
Payment per week | $ 4,313 | |||||||||||||||||||||||||||
Duration of weekly payment | 32 | |||||||||||||||||||||||||||
Odyssey Capital Funding, LLC [Member] | June 8, 2020 [Member] | ||||||||||||||||||||||||||||
Interest rate description | bearing simple interest on the unpaid balance of 0% for the first three months and then 10% per annum thereafter | |||||||||||||||||||||||||||
Debt instrument converted amount, principal | $ 475,850 | |||||||||||||||||||||||||||
Debt instrument converted amount, interest | 135,000 | |||||||||||||||||||||||||||
Outstanding principal and interest | 685,682 | |||||||||||||||||||||||||||
Outstanding Shares of principal and interest | 137,136 | |||||||||||||||||||||||||||
Two related parties [Member] | ||||||||||||||||||||||||||||
Convertible Promissory Note | $ 62,000 | |||||||||||||||||||||||||||
Former officer [Member] | ||||||||||||||||||||||||||||
Convertible Promissory Note | $ 5,000 | |||||||||||||||||||||||||||
FirstFire Global Opportunities Fund, LLC [Member] | ||||||||||||||||||||||||||||
Convertible Promissory Note | $ 1,087,000 | |||||||||||||||||||||||||||
Principal amount | $ 59,160 | |||||||||||||||||||||||||||
Common stock shares | 17,000,000 | |||||||||||||||||||||||||||
Original issue discount | 8% | |||||||||||||||||||||||||||
Interest rate | 10% | |||||||||||||||||||||||||||
Default rate | 24% | |||||||||||||||||||||||||||
Cavalry Investment Fund LP [Member] | ||||||||||||||||||||||||||||
Convertible Promissory Note | $ 271,250 | |||||||||||||||||||||||||||
Original issue discount | 8% | |||||||||||||||||||||||||||
Interest rate | 10% | |||||||||||||||||||||||||||
Default rate | 24% | |||||||||||||||||||||||||||
Conversion description | There is a mandatory conversion in the event a Nasdaq Listing prior to nine months from funding for which the Holder’s principal and interest balances will be converted at a price equal to 25% discount to the opening price on the first day the Company trades on Nasdaq. There is also a voluntary conversion of all principal and accrued interest at the discretion of the Holder at the lower of (1) 75% of the two lowest trade prices during the fifteen consecutive trading day period ending on the trading day immediately prior to the applicable conversion date or (2) discount to market based on subsequent financings with other investors. Subsequent debt issuances have lowered this price to $0.025 per share, adjusted to $.0075 during the three months ended March 31, 2022. The Holder was given registration rights. The Cavalry Investment Note may be prepaid in whole or in part of the outstanding balances at 115% prior to maturity. 56,250,000 common shares of the Company have been reserved with the transfer agent for possible conversion and exercise of warrants. Warrants to purchase 13,750,000 shares of common stock at 110% of the opening price on the first day the Company trades on the Nasdaq exchange were issued to the Holder. Details of the Cavalry Investment Note and securities purchase agreement can be found in the Form 8-K and exhibits filed on October 19, 2021. See below regarding derivative securities in default. | |||||||||||||||||||||||||||
Cavalry Fund I, LP [Member] | ||||||||||||||||||||||||||||
Convertible Promissory Note | $ 815,250 | |||||||||||||||||||||||||||
Original issue discount | 8% | |||||||||||||||||||||||||||
Interest rate | 10% | |||||||||||||||||||||||||||
Default rate | 24% | |||||||||||||||||||||||||||
Conversion description | There is a mandatory conversion in the event a Nasdaq Listing prior to nine months from funding for which the Holder’s principal and interest balances will be converted at a price equal to 25% discount to the opening price on the first day the Company trades on Nasdaq. There is also a voluntary conversion of all principal and accrued interest at the discretion of the Holder at the lower of (1) 75% of the two lowest trade prices during the fifteen consecutive trading day period ending on the trading day immediately prior to the applicable conversion date or (2) discount to market based on subsequent financings with other investors. Subsequent debt issuances have lowered this price to $0.0075 per share. The Holder was given registration rights. The Cavalry Fund I Note may be prepaid in whole or in part of the outstanding balances at 115% prior to maturity. 168,750,000 common shares of the Company have been reserved with the transfer agent for possible conversion and exercise of warrants. Warrants to purchase 41,250,000 shares of common stock at $110% of the opening price on the first day the Company trades on the Nasdaq exchange were issued to the Holder. Details of the Cavalry Fund I Note and securities purchase agreement can be found in the Form 8-K and exhibits filed on October 19, 2021. See below regarding derivative securities in default | |||||||||||||||||||||||||||
Talos Victory Fund, LLC [Member] | ||||||||||||||||||||||||||||
Convertible Promissory Note | $ 271,750 | |||||||||||||||||||||||||||
Principal amount | $ 300,675 | |||||||||||||||||||||||||||
Common stock shares | 40,090,000 | |||||||||||||||||||||||||||
Original issue discount | 8% | |||||||||||||||||||||||||||
Interest rate | 10% | |||||||||||||||||||||||||||
Default rate | 16% | |||||||||||||||||||||||||||
Interest Expense, Debt | 1,206,845 | |||||||||||||||||||||||||||
Blue Lake Partners, LLC [Member] | ||||||||||||||||||||||||||||
Convertible Promissory Note | $ 271,750 | |||||||||||||||||||||||||||
Principal amount | $ 360,447 | |||||||||||||||||||||||||||
Common stock shares | 48,059,600 | |||||||||||||||||||||||||||
Original issue discount | 8% | |||||||||||||||||||||||||||
Interest rate | 10% | |||||||||||||||||||||||||||
Default rate | 16% | |||||||||||||||||||||||||||
Diagonal Lending LLC | ||||||||||||||||||||||||||||
Convertible Promissory Note | $ 200,760 | |||||||||||||||||||||||||||
Original issue discount | 12% | |||||||||||||||||||||||||||
Interest rate | 22% | |||||||||||||||||||||||||||
Conversion description | 10 beginning on July 30, 2022 are to be made each month totaling $224,851,00. At any time following default, as defined, conversion rights exist at a discount rate of 25% of the lowest trading price for the Company’s common stock during the previous 10 trading days prior to conversion. 194,676,363 common shares of the Company have been reserved with the transfer agent for possible conversion under a default. See below regarding derivative securities in default | |||||||||||||||||||||||||||
Original issue discount amount | $ 21,510 | |||||||||||||||||||||||||||
Talos Note and Blue Lake Notes [Member] | ||||||||||||||||||||||||||||
Derivative expense | 21,781 | |||||||||||||||||||||||||||
Initial derivative expense for warrants | 235,158 | |||||||||||||||||||||||||||
Note of diagonal | $ 211,931 | |||||||||||||||||||||||||||
May 28, 2019 [Member] | ||||||||||||||||||||||||||||
Adjustable interest rate description | bears interest at Prime plus 6%, 12.25% | |||||||||||||||||||||||||||
Bank loan | $ 360,000 | |||||||||||||||||||||||||||
Monthly payment of principal and interest | $ 18,000 | |||||||||||||||||||||||||||
June 4, 2019 [Member] | Odyssey Capital Funding, LLC [Member] | ||||||||||||||||||||||||||||
Adjustable interest rate description | interest at the rate of 12% (24% default) per annum | |||||||||||||||||||||||||||
Convertible Promissory Note | $ 525,000 | |||||||||||||||||||||||||||
Conversion price description | The conversion price was 55% multiplied by the average of the two lowest trading prices for the common stock during the previous 20 trading days prior to the applicable conversion date | |||||||||||||||||||||||||||
Convertible Promissory Note repayment description | The Odyssey Convertible Promissory Note could be prepaid in full at 125% to 145% up to 180 days from common stock of the Company | |||||||||||||||||||||||||||
Debt instrument converted amount shares issued | 52,961,921 | |||||||||||||||||||||||||||
Debt instrument converted amount, principal | $ 49,150 | |||||||||||||||||||||||||||
Debt instrument converted amount, interest | $ 4,116 | |||||||||||||||||||||||||||
March 25, 2019 [Member] | Auctus [Member] | ||||||||||||||||||||||||||||
Interest rate description | interest at the rate of 12% (24% default | |||||||||||||||||||||||||||
Convertible Promissory Note | $ 600,000 | |||||||||||||||||||||||||||
Recognized a gain on debt extinguishment | $ 7,068,339 | |||||||||||||||||||||||||||
Conversion price description | The conversion price is the lessor of the lowest trading price during the previous 25 trading days prior the date of the Auctus Convertible Promissory Note or 50% multiplied by the average of the two lowest trading prices for the common stock during the previous 25 trading days prior to the applicable conversion date | |||||||||||||||||||||||||||
Debt instrument converted amount shares issued | 376,000,000 | |||||||||||||||||||||||||||
Debt instrument converted amount, principal | $ 33,180 | |||||||||||||||||||||||||||
Debt instrument converted amount, interest | $ 142,004 | |||||||||||||||||||||||||||
Warrants issued | 2,000,000 | |||||||||||||||||||||||||||
June 11, 2019 [Member] | EMA [Member] | ||||||||||||||||||||||||||||
Interest rate description | interest at the rate of 12% (principal amount increases 200% and interest rate increases to 24% under default | |||||||||||||||||||||||||||
Convertible Promissory Note | $ 250,000 | |||||||||||||||||||||||||||
Conversion price description | The conversion price is 55% multiplied by the lowest traded price for the common stock during the previous 25 trading days prior to the applicable conversion date | |||||||||||||||||||||||||||
Convertible Promissory Note repayment description | The EMA Convertible Promissory Note may be prepaid in full at 135% to 150% up to 180 days from origination | |||||||||||||||||||||||||||
Debt instrument converted amount shares issued | 147,700,000 | |||||||||||||||||||||||||||
Debt instrument converted amount, principal | $ 35,366 | |||||||||||||||||||||||||||
Warrants issued | 1,000,000 | |||||||||||||||||||||||||||
Series C Preferred Stock | ||||||||||||||||||||||||||||
Notes repaid | 106,000 | |||||||||||||||||||||||||||
Series E Preferred Stock | ||||||||||||||||||||||||||||
Notes repaid | $ 19,400 | |||||||||||||||||||||||||||
Series B Preferred Stock | Copperhead Digital Shareholders [Member] | ||||||||||||||||||||||||||||
Preferred stock share exchanged | 40,092 |
DERIVATIVE FINANCIAL INSTRUME_3
DERIVATIVE FINANCIAL INSTRUMENTS (Details) - Level 3 | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Derivative liability, beginning | $ 4,042,910 |
Change in derivative liabilities from new notes payable and warrants | 622,518 |
Change in derivative liabilities from the conversion of debt | (95,784) |
Change in derivative liability - derivative expense | (491,301) |
Deivative liability, ending | $ 4,078,343 |
DERIVATIVE FINANCIAL INSTRUME_4
DERIVATIVE FINANCIAL INSTRUMENTS (Details Narrative) | 9 Months Ended |
Sep. 30, 2022 USD ($) $ / shares | |
Warrants | |
Change in fair value of derivative liabilities | $ 209,948 |
Convertible Notes | |
Change in fair value of derivative liabilities | $ 3,868,395 |
Derivative Liability | |
Dividend yield | 0% |
Quoted market price | $ / shares | $ 0.002 |
Derivative Liability | Minimum | |
Expected life | 0.33 |
Expected volatility | 156.30% |
Weighted average risk-free interest rate | 3.16% |
Derivative Liability | Maximum | |
Expected life | 4.33 |
Expected volatility | 266.90% |
Weighted average risk-free interest rate | 4.16% |
Level 3 | |
Derivative liability | $ 4,078,343 |
Change in fair value of derivative liabilities | 4,078,343 |
Gain from change in fair value of debt derivatives | $ 491,301 |
STOCKHOLDERS DEFICIT (Details)
STOCKHOLDERS DEFICIT (Details) | 9 Months Ended |
Sep. 30, 2022 shares | |
Stockholders' DEFICIT | |
Unissued shares for TPT consulting agreements | 1,750,000 |
Shares receivable under terminated acquisition agreement | (3,096,181) |
Net commitment | (1,346,181) |
STOCKHOLDERS DEFICIT (Details N
STOCKHOLDERS DEFICIT (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Jan. 31, 2022 | May 28, 2021 | May 31, 2018 | Feb. 28, 2015 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 20, 2022 | Nov. 10, 2021 | Sep. 15, 2021 | Jul. 06, 2021 | Jan. 14, 2020 | |
Common stock, authorized | 2,500,000,000 | 2,500,000,000 | ||||||||||||||
Principal Amount | $ 716,782 | |||||||||||||||
Accrued intrest | $ 105,149,600 | |||||||||||||||
Preferred Stock, Shares Authorized | 100,000,000 | |||||||||||||||
Common stock, issued | 1,028,178,638 | 923,029,038 | ||||||||||||||
Common stock, outstanding | 1,028,178,638 | 923,029,038 | ||||||||||||||
Subscription payable | $ 21,585 | |||||||||||||||
Subscriptions receivable shares | 3,096,181 | |||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||||||||||||
Loss on extingusishment | $ (384,146) | $ 0 | $ 0 | $ (1,970,030) | $ 722,200 | |||||||||||
Derivative liabilities | $ 4,078,343 | $ 4,042,910 | ||||||||||||||
Common Stock Reservations [Member] | ||||||||||||||||
Reserve common Stock shares | 1,000,000 | |||||||||||||||
Common stock shares for consideration | 20,000,000 | |||||||||||||||
TPT Strategic [Member] | ||||||||||||||||
Statement of operations | $ (5,380) | (11,987) | ||||||||||||||
Ownership interest | 6% | |||||||||||||||
Non-controlling interest liabilities | 219,058 | |||||||||||||||
License agreement amount | $ 3,500,000 | |||||||||||||||
Non-controlling interests Description | The Company owns the other 80% ownership in the QuickLAB Mobile Laboratories | |||||||||||||||
TPT Asia [Member] | ||||||||||||||||
Non-controlling interest ownership | 78% | |||||||||||||||
Warrants [Member] | ||||||||||||||||
Warrants outstanding | 129,116,666 | |||||||||||||||
Warrant purchase | 1,000,000 | |||||||||||||||
Warrant common shares issued | 18,116,666 | 1,000,000 | ||||||||||||||
Current market price | 110% | 70% | ||||||||||||||
Share price | $ 0.015 | |||||||||||||||
Fire [Member] | ||||||||||||||||
Derivative liabilities | $ 4,078,343 | |||||||||||||||
Warrant to purchase common stock | 110,000,000 | |||||||||||||||
Opening price | 110% | |||||||||||||||
Warrant issued considered as dervative liabilities | $ 209,948 | |||||||||||||||
Mr. Littman | ||||||||||||||||
Shares issue during the period | 7,500,000 | |||||||||||||||
Accounts payable | $ 185,000 | |||||||||||||||
General John Wharton | ||||||||||||||||
Common stock shares issue for service | 3,000,000 | |||||||||||||||
White Lion Capital LLC [Member] | Purchase Agreement [Member] | ||||||||||||||||
Common stock, issued | 29,000,000 | |||||||||||||||
Common Stock Purchase Agreement | $ 5,000,000 | |||||||||||||||
Aggregate purchase | $ 5,000,000 | |||||||||||||||
Received proceeds | $ 610,502 | |||||||||||||||
Ownership equaling | 9.99% | |||||||||||||||
Arkady Shkolnik and Reginald Thomas [Member] | ||||||||||||||||
Restricted common stock shares | 5,000,000 | |||||||||||||||
InnovaQor Inc [Member] | ||||||||||||||||
Non-controlling interest ownership | 94% | |||||||||||||||
QuikLAB [Member] | ||||||||||||||||
Statement of operations | $ 12,013 | $ 13,925 | ||||||||||||||
Investment | 470,000 | |||||||||||||||
Investor investment | $ 10,000 | |||||||||||||||
Reclassified to an accounts payable | $ 60,000 | |||||||||||||||
Owning percentage | 20% | |||||||||||||||
Ownership percentage | 80% | |||||||||||||||
QuikLAB One [Member] | ||||||||||||||||
Investment | $ 100,000 | |||||||||||||||
CEO [Member] | ||||||||||||||||
Purchased Series D Preferred Share | 36,649 | |||||||||||||||
Purchased Series D Preferred Share, amount | $ 183,244 | |||||||||||||||
John Wharton [Member] | ||||||||||||||||
Issuance shares of common stock to vest, shares | 1,750,000 | 3,000,000 | ||||||||||||||
Issuance shares of common stock to vest, amount | $ 42,600 | |||||||||||||||
Expenses on issuance of common stock | $ 24,850 | $ 1,775 | ||||||||||||||
Series A Convertible Preferred Stock [Member] | ||||||||||||||||
Preferred Stock, Shares Authorized | 100,000,000 | |||||||||||||||
Preferred stock, par value | $ 1 | |||||||||||||||
Preferred Stock, issued | 1,000,000 | |||||||||||||||
Preferred Stock Fair Value | $ 42,097,122 | |||||||||||||||
Preferred Stock Dividend | $ 38,980,122 | |||||||||||||||
Preferred Stock, outstanding | 1,000,000 | |||||||||||||||
Preferred stock, designated | 1,000,000 | 100,000,000 | ||||||||||||||
Option per shares | $ 100 | |||||||||||||||
Compensation expense | $ 3,117,000 | |||||||||||||||
A Preferred Stock percentage | 60% | |||||||||||||||
A Preferred Stock voting rights percentage | 60% | |||||||||||||||
Series B Convertible Preferred Stock [Member] | ||||||||||||||||
Preferred Stock, Shares Authorized | 3,000,000 | |||||||||||||||
Preferred stock, par value | $ 1 | |||||||||||||||
Preferred Stock, outstanding | 2,588,693 | |||||||||||||||
Preferred Stock share price | 2 | |||||||||||||||
Conversion price | $ 2 | |||||||||||||||
Series C Convertible Preferred Stock [Member] | ||||||||||||||||
Preferred Stock, Shares Authorized | 3,000,000 | |||||||||||||||
Preferred stock, par value | $ 1 | |||||||||||||||
Preferred Stock, issued | 0 | |||||||||||||||
Preferred Stock, outstanding | 0 | 0 | ||||||||||||||
Preferred Stock share price | 2 | |||||||||||||||
Conversion price | $ 0.15 | |||||||||||||||
Convertible notes payable | $ 391,100 | |||||||||||||||
Series D Convertible Preferred Stock [Member] | ||||||||||||||||
Preferred Stock, Shares Authorized | 100,000,000 | 10,000,000 | ||||||||||||||
Preferred stock, par value | $ 0.001 | |||||||||||||||
Preferred Stock, outstanding | 46,649 | |||||||||||||||
Purchased Series D Preferred Share | 46,649 | |||||||||||||||
Cumulative Annual Dividends rate | 6% | |||||||||||||||
Average market per share | $ 5 | |||||||||||||||
Divided rate per share | 5 | |||||||||||||||
Accrued unpaid dividends rate per shares | $ 5 | |||||||||||||||
Percent of converted common stock | 75% | |||||||||||||||
Minimum percent of redemption | 115% | |||||||||||||||
Maximum percent of redemption | 140% | |||||||||||||||
Series E Convertible Preferred Stock [Member] | ||||||||||||||||
Preferred Stock, Shares Authorized | 10,000,000 | 100,000,000 | ||||||||||||||
Loss on extingusishment | $ 10,977,063 | $ 2,367,038 | ||||||||||||||
Preferred stock, par value | $ 0.001 | |||||||||||||||
Preferred Stock, outstanding | 2,043,507 | |||||||||||||||
Cumulative Annual Dividends rate | 6% | |||||||||||||||
Average market per share | $ 5 | |||||||||||||||
Divided rate per share | 5 | |||||||||||||||
Accrued unpaid dividends rate per shares | $ 5 | |||||||||||||||
Percent of converted common stock | 75% | |||||||||||||||
Minimum percent of redemption | 115% | |||||||||||||||
Maximum percent of redemption | 140% | |||||||||||||||
Difference between valuation | $ 13,344,101 | |||||||||||||||
Fair value third party valuation | $ 6.53 | |||||||||||||||
Valuation per share | $ 6.53 | |||||||||||||||
Series A Preferred Stock | Purchase Agreement | Mr. Littman | ||||||||||||||||
Common stock, par value | $ 0.001 | |||||||||||||||
Trading volume | 200% | |||||||||||||||
MarketPrice | 85% | |||||||||||||||
Aire Fitness | ||||||||||||||||
Restricted common stock shares | 500,000 | |||||||||||||||
Non-controlling interest ownershipB8 | 75% |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
COMMITMENTS AND CONTINGENCIES | ||
Related parties | $ 532,472 | $ 2,294,570 |
General operating | 4,763,790 | 4,788,291 |
Accrued interest on debt | 1,911,001 | 1,546,889 |
Credit card balances | 164,558 | 169,035 |
Accrued payroll and other expenses | 668,848 | 211,668 |
Taxes and fees payable | 642,640 | 642,640 |
Total | $ 8,683,309 | $ 9,653,093 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Details 1) | Sep. 30, 2022 USD ($) |
Operating Lease Liabilities | |
2022 | $ 5,422,219 |
2023 | 1,454,130 |
2024 | 1,158,929 |
2025 | 712,431 |
2026 | 201,450 |
Thereafter | 73,032 |
Total operating lease liabilities | 9,022,191 |
Amount representing interest | (5,553,161) |
Total net present value | 8,466,874 |
Financing lease obligations | |
2022 | 703,758 |
2023 | 0 |
2024 | 0 |
2025 | 0 |
2026 | 0 |
Thereafter | 0 |
Total financing lease liabilities | 703,758 |
Amount representing interest | 0 |
Total future payments | $ 703,758 |
COMMITMENTS AND CONTINGENCIES_4
COMMITMENTS AND CONTINGENCIES (Details 2) | 9 Months Ended |
Sep. 30, 2022 shares | |
Potentially dilutive securities | 23,051,114,612 |
Stock option [Member] | |
Potentially dilutive securities | 129,116,666 |
Convertible Promissory Note | |
Potentially dilutive securities | 15,323,753,920 |
Series A Preferred Stock | |
Potentially dilutive securities | 14,370,105,951 |
Series B Preferred Stock | |
Potentially dilutive securities | 2,588,693 |
Series D Preferred Stock | |
Potentially dilutive securities | 71,989,198 |
Series E Preferred Stock | |
Potentially dilutive securities | 3,153,560,185 |
COMMITMENTS AND CONTINGENCIES_5
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 1 Months Ended | 9 Months Ended | |||||||
Oct. 13, 2021 USD ($) shares | May 06, 2020 USD ($) | Apr. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) integer $ / shares shares | Sep. 30, 2021 USD ($) | Mar. 20, 2022 shares | Dec. 31, 2021 USD ($) | Sep. 15, 2021 shares | Jan. 14, 2020 shares | |
Promissory note principal amount | $ 600,000 | ||||||||
Allowance Payment | $ 763,231 | ||||||||
Rights of exercise warrant | shares | 15,000,000 | ||||||||
Purchase of common shares | shares | 15,000,000 | ||||||||
Gain on debt extinguishment | $ 7,068,339 | ||||||||
Sale of common stock shares | shares | 2,000,000 | ||||||||
Operating lease liability | 3,544,160 | $ 4,259,758 | |||||||
Accounts Payable | 4,000,000 | ||||||||
Payables | 600,000 | ||||||||
Amount claimed | 3,500,000 | ||||||||
Costs and attorney fees | 386,030 | ||||||||
Lease First six Month | 4,150 | ||||||||
Lease Second Year | 8,300 | ||||||||
Lease Second to Third Year | 8,549 | ||||||||
Lease Third to Fourth Year | 8,805 | ||||||||
Operating agreement | $ 7,140 | ||||||||
Annual salary | $ 250,000 | ||||||||
Total payroll payments | 150,000 | ||||||||
Cash paid | 800,537 | ||||||||
Lease expense | $ 1,683,392 | ||||||||
Lease term descriptions | This operating agreement starts October 1, 2020 for $7,140 per month | ||||||||
Rent and utility | $ 12,500 | $ 12,500 | |||||||
Related party current portion | $ 765,802 | 924,612 | |||||||
Weighted average discount rate | 10% | ||||||||
Warrant expire | 5 years 4 months 24 days | ||||||||
Operating agreement to lease | 3 years | 5 years | |||||||
Customer liability | $ 338,725 | $ 338,725 | |||||||
Preferred stock, authorized | shares | 100,000,000 | ||||||||
Aire Fitness | |||||||||
Issuance of restricted common shares | shares | 500,000 | ||||||||
Issuance of Per Share | $ / shares | $ 1 | ||||||||
Stock issued to non-controlling interest owners | shares | 500,000 | ||||||||
EMA Financial, LLC | Securities Purchase Agreement | |||||||||
Loss contingency | $ (876,999) | ||||||||
Loss exposure claimed in excess | 7,614,967 | ||||||||
SpeedConnect, LLC | Mr. Ogren | |||||||||
Back pay and benefits | $ 334,908 | ||||||||
Settlement agreement description | Mr. Ogren and the Company agreed to a settlement whereby the Company would pay $120,000 within 14 days of a written agreement with four monthly payments of $20,000 starting on December 5, 2021 through March 2, 2022. This debt was completely paid off as of September 30, 2022 | ||||||||
Mr. Serrett | |||||||||
Attorney fees | $ 3,500 | ||||||||
Interest rate | 5% | ||||||||
Loss contingency | $ 75,000 | ||||||||
Back pay and benefits | $ 70,650 | ||||||||
Default judgement date | May 15, 2018 | ||||||||
Series A Preferred Stock | |||||||||
Preferred stock, authorized | shares | 2,500,000,000 | ||||||||
Percentage of common stock conversion | 60% | ||||||||
Series D Preferred Stock | |||||||||
Preferred stock, authorized | shares | 10,000,000 | 100,000,000 | |||||||
Percentage of common stock conversion | 75% | ||||||||
Price per share | $ / shares | $ 5 | ||||||||
Number of days | integer | 30 | ||||||||
Series D Preferred Stock | Automatic Conversion To Common Stock [Member] | |||||||||
Percentage of common stock conversion | 75% | ||||||||
Price per share | $ / shares | $ 5 | ||||||||
Number of days | integer | 30 | ||||||||
Series E Preferred Stock | |||||||||
Preferred stock, authorized | shares | 2,500,000,000 | ||||||||
Percentage of common stock conversion | 75% | ||||||||
Price per share | $ / shares | $ 5 | ||||||||
Number of days | integer | 30 | ||||||||
Series E Preferred Stock | Automatic Conversion To Common Stock [Member] | |||||||||
Percentage of common stock conversion | 75% | ||||||||
Price per share | $ / shares | $ 5 | ||||||||
Number of days | integer | 30 |
RELATED PARTY ACTIVITY (Details
RELATED PARTY ACTIVITY (Details Narrative) - USD ($) | 1 Months Ended | ||
Apr. 17, 2018 | Sep. 30, 2022 | Dec. 31, 2021 | |
RELATED PARTY ACTIVITY | |||
Due to related parties | $ 532,472 | $ 2,294,570 | |
Due to management and shareholders | $ 5,468 | ||
License agreement | 50% |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2022 | |
Gross carrying amount | $ 6,381,838 | $ 6,381,838 | |
Accumulated amortization | (3,217,768) | (2,725,597) | |
Net book value | 3,164,070 | 3,656,241 | $ 3,164,070 |
Goodwill [Member] | |||
Gross carrying amount | 104,657 | 104,657 | |
Accumulated amortization | 0 | 0 | |
Net book value | 104,657 | 104,657 | |
Developed Technology | |||
Gross carrying amount | 4,595,600 | 4,595,600 | |
Accumulated amortization | (2,510,567) | (2,127,599) | |
Net book value | $ 2,085,033 | $ 2,468,001 | |
Useful life | 9 years | 9 years | |
Film Library | |||
Gross carrying amount | $ 957,000 | $ 957,000 | |
Accumulated amortization | (303,450) | (249,300) | |
Net book value | $ 653,550 | $ 707,700 | |
Useful life | 11 years | 11 years | |
Trademarks and Tradenames | |||
Gross carrying amount | $ 132,000 | $ 132,000 | |
Accumulated amortization | (47,045) | (38,339) | |
Net book value | $ 84,955 | $ 93,661 | |
Useful life | 12 years | 12 years | |
Customer Base | |||
Gross carrying amount | $ 697,238 | $ 697,238 | |
Accumulated amortization | (356,706) | (310,359) | |
Net book value | $ 340,532 | $ 386,879 | |
Customer Base | Minimum | |||
Useful life | 3 years | 3 years | |
Customer Base | Maximum | |||
Useful life | 10 years | 10 years |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS (Details 1) - USD ($) | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
GOODWILL AND INTANGIBLE ASSETS | |||
2022 | $ 169,908 | ||
2023 | 662,079 | ||
2024 | 662,079 | ||
2025 | 662,079 | ||
2026 | 662,079 | ||
Thereafter | 345,846 | ||
Net book value | $ 3,164,070 | $ 3,164,070 | $ 3,656,241 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
GOODWILL AND INTANGIBLE ASSETS | ||
Amortization expense | $ 492,171 | $ 553,965 |
SEGMENT REPORTING (Details)
SEGMENT REPORTING (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue | $ 2,052,817 | $ 2,519,426 | $ 6,145,465 | $ 7,810,956 | |||
Cost of revenue | (1,691,539) | (1,935,790) | (4,493,929) | (6,287,085) | |||
Net loss | (1,245,019) | (4,718,296) | (11,352,944) | (8,671,819) | |||
Deemed dividend related to modification of Series A Preferred Stock | (39,866,742) | (39,866,742) | |||||
TOTAL ASSETS | 8,547,151 | 11,768,748 | 8,547,151 | 11,768,748 | |||
Loss on extinguishment | 301,224 | 0 | (2,065,814) | 0 | |||
Interest expense | (426,265) | (676,983) | (4,705,548) | (1,477,105) | |||
Depreciation and amortization | (314,511) | (345,296) | (956,045) | (1,034,309) | |||
Derivative expense | (102,903) | (3,472,930) | (491,301) | (3,098,381) | |||
Cost of revenue | (1,691,539) | (1,935,790) | (6,287,085) | (4,493,929) | |||
Net loss | 11,352,944 | 8,671,819 | |||||
Loss on extingusishment | $ (384,146) | $ 0 | $ 0 | (1,970,030) | 722,200 | ||
Interest expense | (426,265) | (676,983) | (1,477,105) | (4,705,548) | |||
Blue Collar | |||||||
Deemed dividend related to modification of Series A Preferred Stock | 0 | 0 | |||||
TOTAL ASSETS | 1,787,540 | 1,122,838 | 1,787,540 | 1,122,838 | |||
Depreciation and amortization | (1,705) | (27,834) | (5,683) | (83,502) | |||
Revenue from operation | 692,486 | 529,606 | 1,386,970 | 1,241,060 | |||
Cost of revenue | (305,301) | (472,299) | (758,462) | (808,129) | |||
Net loss | 82,809 | (22,897) | (24,354) | 8,009 | |||
Derivative (gain) expense | 0 | 0 | 0 | 0 | |||
Loss on extingusishment | 0 | 0 | 0 | 0 | |||
Interest expense | (36,926) | (8,854) | (42,466) | (23,197) | |||
Corporate and other | |||||||
Deemed dividend related to modification of Series A Preferred Stock | (717,284) | (39,866,742) | |||||
TOTAL ASSETS | 1,521,797 | 3,362,516 | 1,521,797 | 3,362,516 | |||
Depreciation and amortization | (164,483) | (138,223) | (493,450) | (469,928) | |||
Revenue from operation | 2,720 | 150,180 | 265,395 | 222,924 | |||
Cost of revenue | (82,382) | (78,923) | (264,930) | (189,436) | |||
Derivative (gain) expense | 102,903 | 3,472,930 | 491,301 | (3,098,381) | |||
Loss on extingusishment | 397,008 | 0 | (1,970,030) | 0 | |||
Interest expense | (291,181) | (191,204) | (4,186,243) | (641,049) | |||
Net loss | (3,985,589) | (4,420,289) | (10,204,935) | (6,753,395) | |||
TPT SpeedConnect | |||||||
Deemed dividend related to modification of Series A Preferred Stock | 0 | ||||||
TOTAL ASSETS | 5,234,872 | 6,817,103 | 5,234,872 | 6,817,103 | |||
Depreciation and amortization | (133,391) | (154,000) | (397,187) | (455,640) | |||
Revenue from operation | 1,357,611 | 1,816,781 | 4,403,345 | 5,867,005 | |||
Cost of revenue | (1,303,856) | (1,363,272) | (3,470,536) | (4,502,016) | |||
Net loss | (486,747) | (121,318) | (909,938) | (721,373) | |||
Derivative (gain) expense | 0 | 0 | 0 | 0 | |||
Loss on extingusishment | 0 | 0 | 0 | 0 | |||
Interest expense | (98,159) | (476,925) | (476,840) | (812,859) | |||
TPT MedTech and QuickLABS | |||||||
Deemed dividend related to modification of Series A Preferred Stock | 0 | 0 | |||||
TOTAL ASSETS | 2,942 | 466,291 | 9,585 | 466,291 | |||
Depreciation and amortization | (14,931) | (25,239) | (44,793) | (25,239) | |||
Revenue from operation | (560) | 22,859 | 89,755 | 479,967 | |||
Cost of revenue | 0 | (21,296) | 0 | (787,504) | |||
Net loss | (123,798) | (153,792) | (213,720) | (1,205,060) | |||
Derivative (gain) expense | 0 | 0 | 0 | 0 | |||
Loss on extingusishment | 0 | 0 | 0 | 0 | |||
Interest expense | $ 0 | $ 0 | $ 0 | $ 0 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] | 1 Months Ended |
Oct. 20, 2022 shares | |
Converted common stock | 45,000,000 |
Ownership Description | Preferred Series B shares of TPT Strategic that will convert to a 10% ownership of TPT Strategic under certain conditions. The acquisition includes the assumption of all assets and certain liabilities which approximate $1.2M and $1.3M, respectively, as of December 31, 2021. Audited revenues and net loss for IST the year ended December 31, 2021 were approximately $2.6M and $163,000 |
Rights to convert Description | October 19, 2022 and November 17, 2022, FirstFire, Cavalry Fund I and 1800 Diagonal exercised their rights to convert $111,875 of principal and default principal amounts into 90,994,623 of shares of common stock. Pending filing of the Company’s Form 10Q are another $54,000 of principal on notes payable |