10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

 (Mark One)

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

For the quarterly period ended September 30, 2022

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

For the transition period from __________ to ___________

Commission file number: 333-222094

TPT Global Tech, Inc.

(Exact name of registrant as specified in its charter)

Florida	81-3903357
State or other jurisdiction of incorporation or organization	(I.R.S. Employer Identification No.)
501 West Broadway, Suite 800 San Diego, CA	92101
(Address of principal executive offices)	(Zip Code)

(619) 301-4200

Registrant’s telephone number, including area code

 ______________________________________

(Former Address and phone of principal executive offices)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
-	-	-

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

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

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ☐ No  ☒ 

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

As of December 9, 2022, there were 1,119,173,261 shares of the registrant’s common stock, $0.001 par value, issued and outstanding.

TABLE OF CONTENTS

		Page
	PART 1 – FINANCIAL INFORMATION
Item 1.	Financial Statements	3
	Condensed Consolidated Balance Sheets – September 30, 2022 (Unaudited) and December 31, 2021 (Audited)	3
	Condensed Consolidated Statements of Operations – Three and nine months ended September 30, 2022 and 2021 (Unaudited)	5
	Condensed Consolidated Statements of Stockholders’ Deficit – Three and nine months ended September 30, 2022 and 2021 (Unaudited)	6
	Condensed Consolidated Statements of Cash Flows – Nine months ended September 30, 2022 and 2021 (Unaudited)	7
	Notes to the Condensed Consolidated Financial Statements (Unaudited)	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	33
Item 3.	Quantitative and Qualitative Disclosures About Market Risk – Not Applicable	39
Item 4.	Controls and Procedures	39
	PART II- OTHER INFORMATION
Item 1.	Legal Proceedings	40
Item 1A.	Risk Factors – Not Applicable	40
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds – Not Applicable	41
Item 3.	Defaults Upon Senior Securities	41
Item 4.	Mine Safety Disclosure – Not Applicable	41
Item 5.	Other Information – Not Applicable	41
Item 6.	Exhibits	42
	Signatures	43

2

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

TPT Global Tech, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

ASSETS

	September 30,		December 31,
	2022		2021
	(Unaudited)
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

LIABILITIES AND STOCKHOLDERS' DEFICIT

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		—		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		—		—

See accompanying notes to condensed consolidated financial statements.

3

TPT Global Tech, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS - CONTINUED

	September 30,			December 31,
	2022			2021
	(Unaudited)
MEZZANINE EQUITY
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
Convertible Preferred Series B – 3,000,000 shares designated, 2,588,693 shares issued and outstanding as of September 30, 2022 and December 31, 2021		1,677,473			1,677,473
Convertible Preferred Series C – 3,000,000 shares designated, zero shares issued and outstanding as of September 30, 2022 and December 31, 2021		—			—
Convertible Preferred Series D, 10,000,000 designated – 46,649 and zero shares issued and outstanding as of September 30, 2022 and December 31, 2021		244,592			244,592
Convertible Preferred Series E, 10,000,000 designated – 2,043,507 and zero shares issued and outstanding as of September 30, 2022 and December 31, 2021		13,344,101			—
Total mezzanine equity		58,249,908			5,039,065
Stockholders' DEFICIT
Common stock, $0.001 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

See accompanying notes to condensed consolidated financial statements.

4

TPT Global Tech, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For the three months ended September 30,						For the nine months ended September 30,
	2022			2021			2021			2022
Revenues:
Products	$	—		$	176,230		$	82,000		$	590,619
Services		2,052,817			2,343,196			6,063,465			7,220,337
Total Revenues		2,052,817			2,519,426			6,145,465			7,810,956
COST OF SALES:
Products		—			—			27,882			10,640
Services		1,691,539			1,935,790			4,466,047			6,276,445
Total Costs of Sales		1,691,539			1,935,790			4,493,929			6,287,085
Gross profit		361,278			583,636			1,651,536			1,523,871
EXPENSES:
Sales and marketing		—			1,186			—			14,431
Professional		249,989			462,732			894,615			1,209,851
Payroll and related		572,574			574,119			1,823,527			1,962,434
General and administrative		489,663			454,401			1,358,560			1,749,985
Research and development		—			36,485			1,750,000			36,485
Depreciation		150,454			160,641			448,943			480,344
Amortization		164,057			184,655			492,171			553,965
Total expenses		1,626,737			1,874,219			6,767,816			6,007,495
Loss from operations		(1,265,459	)		(1,290,583	)		(5,116,280	)		(4,483,624	)
OTHER INCOME (EXPENSE)
Derivative gain (loss)		102,903			(3,472,930	)		491,301			(3,098,381	)
Loss on debt extinguishment		397,008			722,200			(1,970,030	)		722,200
Interest expense		(426,265	)		(676,983	)		(4,705,548	)		(1,477,105	)
Other income (expense)		(53,206	)		—			(52,387	)		(334,908	)
Total other income (expenses)		20,440			(3,427,713	)		(6,236,664	)		(4,188,194	)
Net loss before income taxes		(1,245,019	)		(4,718,296	)		(11,352,944	)		(8,671,818	)
Income taxes		—			—			—			—
NET LOSS BEFORE NON-CONTROLLING INTERESTS		(1,245,019	)		(4,718,296	)		(11,352,944	)		(8,671,818	)
NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTERESTS		(16,156	)		(1,940	)		(6,633	)		(71,214	)
DEEMED DIVIDEND RELATED TO MODIFICATION OF SERIES A PREFERREED STOCK		(39,866,742	)		-			(39,866,742	)		-
NET LOSS ATTRIBUTABLE TO TPT GLOBAL TECH, INC. SHAREHOLDERS	$	(41,095,605	)	$	(4,716,356	)	$	(51,213,053	)	$	(8,600,604	)
Loss per common share: Basic and diluted	$	(0.04	)	$	(0.01	)	$	(0.06	)	$	(0.01	)
Weighted average number of common shares outstanding:
Basic and diluted		950,225,974			890,779,038			932,094,683			879,778,872

See accompanying notes to condensed consolidated financial statements.

5

TPT Global Tech, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

For the three and nine months ended September 30, 2022 and 2021

(Unaudited)

	Common Stock
	Shares		Amount		Subscriptions Payable (Receivable)		Additional Paid-in Capital		Accumulated Deficit			Non-Controlling Interest			Total Stockholders’ Deficit
Balance as of  June 30, 2022		923,029,038	$	923,029	$	16,260	$	12,860,873	$	(55,039,285	)	$	78,825		$	(41,160,298	)
Common stock issued for services or subscription payable		—		—		5,325		—		—			—			5,325
Debt conversion to common stock		105,149,600		105,150		—		425,719		—			—			530,869
Modification of Series A Preferred Stock										(39,866,742	)					(39,866,742	)
Net loss		—		—		—		—		(1,228,863	)		(16,156	)		(1,245,019	)
Balance as of September 30, 2022		1,028,178,638	$	1,028,179	$	21,585	$	13,286,592	$	(96,134,890	)	$	62,669		$	(81,735,865	)

	Common Stock
	Shares		Amount		Subscriptions Payable (Receivable)		Additional Paid-in Capital		Accumulated Deficit			Non-Controlling Interest			Total Stockholders’ Deficit
Balance as of December 31, 2021		923,029,038	$	923,029	$	5,610	$	12,860,873	$	(44,921,837	)	$	69,302		$	(31,063,023	)
Common stock issued for services or subscription payable		—		—		15,975		—		—			—			15,975
Debt conversion to common stock		105,149,600		105,150		—		425,719		—			—			530,869
Modification of Series A Preferred Stock										(39,866,742	)					(39,866,742	)
Net loss		—		—		—		—		(11,346,311	)		(6,633	)		(11,352,944	)
Balance as of September 30, 2022		1,028,178,638	$	1,028,179	$	21,585	$	13,286,592	$	(96,134,890	)	$	62,669		$	(81,735,865	)

	Common Stock
	Shares		Amount		Subscriptions Payable (Receivable)			Additional Paid-in Capital		Accumulated Deficit			Non-Controlling Interest			Total Stockholders’ Deficit
Balance as of  June 30, 2021		879,029,038	$	8,790,305	$	(3,265	)	$	11,919,070	$	(44,787,194	)	$	88,642		$	(31,903,717	)
Common stock issued for services or subscription payable		—		—		7,100			—		—			—			7,100
Issuance of shares for cash		29,000,000		28,999		—			581,503		—			—			610,502
Net loss		—		—		—			—		(4,716,356	)		(1,940	)		(4,718,296	)
Balance as of September 30, 2021		908,029,038	$	908,029	$	3,835		$	12,500,573	$	(49,503,549	)	$	86,702		$	(36,004,410	)

	Common Stock
	Shares		Amount		Subscriptions Payable (Receivable)			Additional Paid-in Capital			Accumulated Deficit			Non-Controlling Interest			Total Stockholders’ Deficit
Balance as of December 31, 2020		865,564,371	$	865,565	$	125,052		$	11,462,940		$	(40,902,944	)	$	(61,142	)	$	(28,510,529	)
Common stock issued for services or subscription payable		5,964,667		5,965		(121,217	)		336,203			—			—			220,936
Issuance of shares in exchange for debt		7,500,000		7,500		—			339,000			—			—			346,500
Issuance of shares for cash		29,000,000		28,999		—			581,503			—			—			610,502
TPT Strategic license cancellation		—		—		—			(219,058	)		—			219,058			—
Net loss		—		—		—			—			(8,600,605	)		(71,214	)		(8,671,819	)
Balance as of September 30, 2021		908,029,038	$	908,029	$	3,835		$	12,500,573		$	(49,503,549	)	$	86,702		$	(36,004,410	)

See accompanying notes to condensed consolidated financial statements.

6

TPT Global Tech, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the nine months ended September 30,
	2022			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					—
Note payable issued for research and development		1,550,000			—
Derivative gain		(491,301	)		3,098,381	)
Loss on extinguishment of debt		1,970,030			(722,200	)
Loss on disposition of property and equipment		124,849			—
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		—			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		—			15,544
Payments on convertible notes and amounts payable – related parties		(39,664	)		(5,827	)
Payments on financing lease liabilities and other		—			(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		518,066			19,309
Cash and cash equivalents - end of period	$	63,399		$	252,399

See accompanying notes to condensed consolidated financial statements.

7

TPT Global Tech, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED 

(Unaudited)

Supplemental Cash Flow Information:

Cash paid for:

	2022		2021
Interest	$	8,384	$	34,420
Taxes	$	—	$	—

Non-Cash Investing and Financing Activities: 

	2022		2021
Debt discount on factoring agreement	$	1,070,591	$	811,788
Series E Preferred Stock issued in exchange for debt and payables	$	13,344,101	$	—
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		-
TPT Strategic, Inc. merger – Non-controlling interest in intercompany liabilities rescinded	$	—	$	(219,058	)
Issuance of common stock for subscription payable	$	—	$	210,744

See accompanying notes to condensed consolidated financial statements.

8

TPT Global Tech, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2022

(Unaudited) 

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.

9

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

Identify the contract with the customer.

Identify the performance obligations in the contract.

Determine the transaction price.

Allocate the transaction price to performance obligations in the contract.

Recognize revenue when or as we satisfy a performance obligation. 

Reserves are recorded as a reduction in net sales and are not considered material to our consolidated statements of 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.

10

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.

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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.

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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 Quoted prices in active markets for identical assets or liabilities.

Level 2 Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

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

We consider our derivative financial instruments as Level 3. The balances for our derivative financial instruments as of 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

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Recently Issued Financial Accounting Standards

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

NOTE 2 – ACQUISITIONS

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.

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.

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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.

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.

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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.

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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.

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

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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.

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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.

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(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.

NOTE 6 -DERIVATIVE FINANCIAL INSTRUMENTS

The Company previously adopted the provisions of ASC subtopic 825-10, Financial Instruments (“ASC 825-10”). ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

The derivative liability as of September 30, 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 – The Company issued convertible promissory notes which are convertible into common stock, at holders’ option, at a discount to the market price of the Company’s common stock. The Company has identified the embedded derivatives related to these notes relating to certain anti-dilutive (reset) provisions. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of debenture and to fair value as of each subsequent reporting date.

As of September 30, 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.

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.

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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.

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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.

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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.

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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.

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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

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Office lease used by CEO

The Company entered into a lease of 12 months or less for living space which is occupied by Stephen Thomas, Chairman, CEO and President of the Company. Mr. Thomas lives in the space and uses it as his corporate office. The company has paid $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.

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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.

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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.

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.

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Other Agreements

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

NOTE 10 – 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

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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

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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

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.

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

Forward-Looking Statements and Associated Risks.

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

Based on our financial history since inception, our auditor has expressed substantial doubt as to our ability to continue as a going concern. As reflected in the accompanying financial statements, as of September 30, 2022, we had an accumulated deficit totaling $56,268,148. This raises substantial doubts about our ability to continue as a going concern.

RESULTS OF OPERATIONS

For the Three Months Ended September 30, 2022 Compared to the Three Months Ended September 30, 2021

During the three months ended September 30, 2022, we recognized total revenues of $2,052,817 compared to the prior period of $2,519,426. The decrease is largely attributable to the decrease in internet customers from attrition and the discontinuance of unprofitable operating locations.

Gross profit for the three months ended September 30, 2022 was $361,278 compared to $583,636 for the prior period. The increase is largely results of unprofitable towers being shut down which during the period has more than offset the decrease in customers. Gross profit percentage decreased to 8% from 23%.

During the three months ended September 30, 2022, we recognized $1,626,737 in operating expenses compared to $1,874,219 for the prior period. The decrease in large part is from the decrease in payroll and general and administrative expenses from the decrease in internet customers.

Derivative gains of $102,903 and expense of $3,472,930 results from the accounting for derivative financial instruments during the three months ended September 30, 2022 and 2021, respectively.

The gain on debt extinguishment of $397,008 for the current period ended September 30, 2022 results from conversion of notes payable for common shares.

Interest expense decreased for the three months ended September 30, 2022 compared to the prior period by $250,718. The decrease comes largely from the amortization of debt discounts and default provisions on the Company’s derivative securities in prior periods.

During the three months ended September 30, 2022, we recognized a net loss of $1,245,019 compared to $4,718,296 for the prior period. The difference was the derivative loss in the prior period of $3,472,930 versus the derivative gain in the current period of $102,903.

During the three months ended September 30, 2022, the Company amended its series A Preferred Stock which resulted in a deemed dividend of $39,866,742 from the difference between the fair value of the amended Series A Preferred Stock compared to what had been recorded on the books.

For the Nine Months Ended September 30, 2022 Compared to the Nine Months Ended September 30, 2021

During the nine months ended September 30, 2022, we recognized total revenues of $6,145,465 compared to the prior period of $7,810,956. The decrease is largely attributable to the decrease in internet customers from attrition and the discontinuance of unprofitable operating locations. Decreases in MedTech revenue also occurred compared to the prior year from a decrease in operations.

Gross profit for the nine months ended September 30, 2022 was $1,651,536 compared to $1,523,871 for the prior period. The increase is largely a result of unprofitable towers being shut down which during the period more than offset the decrease in customers in addition to gross margin contributions from Air Fitness and TPT MedTech. Gross profit percentage increased to 27% from 20%.

During the nine months ended September 30, 2022, we recognized $6,767,816 in operating expenses compared to $6,007,496 for the prior period. The increase was in large part attributable to the research and development expense of $1,750,000 in the current period from the acquisition of a software developed by a third party.

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Derivative gain of $491,301 and expense of $3,098,381 results from the accounting for derivative financial instruments during the nine months ended September 30, 2022 and 2021, respectively.

The loss on debt extinguishment of $1,970,030 for the current period ended September 30, 2022 results from the exchange of accounts payable, financing arrangements and lease agreement balances as of September 30, 2022 for Series E Preferred Stock and shares of common stock .

Interest expense increased for the nine months ended September 30, 2022 compared to the prior period by $3,228,443. The increase comes largely from the amortization of debt discounts and default provisions on the Company’s derivative securities.

During the nine months ended September 30, 2022, we recognized a net loss of $11,352,944 compared to $8,671,819 for the prior period. The difference was loss on debt conversions of $1,970,030 and increase on interest expense from debt discounts and default provisions as mentioned above slightly offset by the derivative expense of $3,098,381 in the prior year.

During the three months ended September 30, 2022, the Company amended its series A Preferred Stock which resulted in a deemed dividend of $39,866,742 from the difference between the fair value of the amended Series A Preferred Stock compared to what had been recorded on the books.

LIQUIDITY AND CAPITAL RESOURCES

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.

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Ongoing Assessment of the Impact of COVID-19

Companies have undertaken and are generally in the process of making a diverse range of operational adjustments in response to the effects of COVID-19. These adjustments are numerous and include a transition to telework; supply chain and distribution adjustments; and suspending or modifying certain operations to comply with health and safety guidelines to protect employees, contractors, and customers, including in connection with a transition back to the workplace. These types of adjustments may have an effect on a company that would be material to an investment or voting decision, and affected companies should carefully consider their obligations to disclose this information to investors. Companies also are undertaking a diverse and sometimes complex range of financing activities in response to the effects of COVID-19 on their businesses and markets. These activities may involve obtaining and utilizing credit facilities, accessing public and private markets, implementing supplier finance programs, and negotiating new or modified customer payment terms. The SEC has required a discussion of COVID-19 related considerations, specific facts and circumstances and make disclosures to address the following questions;

· What are the material operational challenges that management and the Board of Directors are monitoring and evaluating?

· We have been challenged by the gathering restrictions under state and local rules and lack of events due to cancellation specifically related to our Blue Collar operations.

· How and to what extent have you altered your operations, such as implementing health and safety policies for employees, contractors, and customers, to deal with these challenges, including challenges related to employees returning to the workplace?

· We have allowed our employees to work from home and are using contract service providers where appropriate. Blue Collar was completely shut down for a period of time but has implemented health and safety policies for employees, contractors and customers to be able to resume some of their operations.

· How are the changes impacting or reasonably likely to impact your financial condition and short- and long-term liquidity?

· The changes had impaired our Blue Collar operations significantly in the prior years but which operations seem to be rebounding.

· How is your overall liquidity position and outlook evolving?

· We have raised limited funds to help our liquidity position but hope our outlook is bright primarily through financing opportunities.

· To the extent COVID-19 is adversely impacting your revenues, consider whether such impacts are material to your sources and uses of funds, as well as the materiality of any assumptions you make about the magnitude and duration of COVID-19’s impact on your revenues. Are any decreases in cash flow from operations having a material impact on your liquidity position and outlook?

·  COVID-19 reduced our historical revenues in the past. The bans on events and gatherings were very material to our Blue Collar operations.

· Have you accessed revolving lines of credit or raised capital in the public or private markets to address your liquidity needs?

·  We have raised some funds through financing opportunities described herein.

· Have COVID-19 related impacts affected your ability to access your traditional funding sources on the same or reasonably similar terms as were available to you in recent periods?

· No.

· Have you provided additional collateral, guarantees, or equity to obtain funding?

· No.

· Have there been material changes in your cost of capital?

· No.

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· How has a change, or a potential change, to your credit rating impacted your ability to access funding?

· No.

· Do your financing arrangements contain terms that limit your ability to obtain additional funding? If so, is the uncertainty of additional funding reasonably likely to result in your liquidity decreasing in a way that would result in you being unable to maintain current operations?

· No.

· Are you at material risk of not meeting covenants in your credit and other agreements?

· No.

· If you include metrics, such as cash burn rate or daily cash use, in your disclosures, are you providing a clear definition of the metric and explaining how management uses the metric in managing or monitoring liquidity?

· Not Applicable.

· Are there estimates or assumptions underlying such metrics the disclosure of which is necessary for the metric not to be misleading?

· No.

· Have you reduced your capital expenditures and if so, how?

· No.

· Have you reduced or suspended share repurchase programs or dividend payments?

· No.

· Have you ceased any material business operations or disposed of a material asset or line of business?

· No.

· Have you materially reduced or increased your human capital resource expenditures?

· Yes, we previously reduced staff for Blue Collar and are using more contractors for current work.

· Are any of these measures temporary in nature, and if so, how long do you expect to maintain them?

· These measures were temporary and are starting to be changed.

· What factors will you consider in deciding to extend or curtail these measures?

· We are opening up and allow operations as much as possible.

· What is the short- and long-term impact of these reductions on your ability to generate revenues and meet existing and future financial obligations?

· There is no impact of these reductions upon our ability to generate revenues or meet financial obligations.

· Are you able to timely service your debt and other obligations?

· Yes, for most debt instruments.

· Have you taken advantage of available payment deferrals, forbearance periods, or other concessions? What are those concessions and how long will they last?

· Yes.

· Do you foresee any liquidity challenges once those accommodations end?

· Possibly, if creditors demand all deferrals at once rather than payment over time as indicated.

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· Have you altered terms with your customers, such as extended payment terms or refund periods, and if so, how have those actions materially affected your financial condition or liquidity?

· We have not altered terms with customers.

· Did you provide concessions or modify terms of arrangements as a landlord or lender that will have a material impact?

· No.

· Have you modified other contractual arrangements in response to COVID-19 in such a way that the revised terms may materially impact your financial condition, liquidity, and capital resources?

· Possibly, if creditors demand all deferrals at once rather than payment over time as indicated.

· Are you relying on supplier finance programs, otherwise referred to as supply chain financing, structured trade payables, reverse factoring, or vendor financing, to manage your cash flow?

· Yes.

· Have these arrangements had a material impact on your balance sheet, statement of cash flows, or short- and long-term liquidity and if so, how?

· No.

· What are the material terms of the arrangements?

· Most vendors situations now provide up to 30 days terms; but a good portion has now returned to normal payment terms.

· Did you or any of your subsidiaries provide guarantees related to these programs?

· No.

· Do you face a material risk if a party to the arrangement terminates it?

· No.

· What amounts payable at the end of the period relate to these arrangements, and what portion of these amounts has an intermediary already settled for you?

· There have been no settlements. Most related to up to 30 days with telecommunications vendors and payments are being included in planned cash flows.

· Have you assessed the impact material events that occurred after the end of the reporting period, but before the financial statements were issued, have had or are reasonably likely to have on your liquidity and capital resources and considered whether disclosure of subsequent events in the financial statements and known trends or uncertainties in MD&A is required?

· There are no material events occurring after the end of the reporting period but before financial statements were issued which would have any affect on liquidity or capital resources and there are no new trends or uncertainties needed to be disclosed.

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Government Assistance – The Coronavirus Aid, Relief, and Economic Security Act (CARES Act) 

The CARES Act includes financial assistance for companies in the form of loans and tax relief in the form of deferred or reduced payments and potential refunds. Companies receiving federal assistance must consider the short- and long-term impact of that assistance on their financial condition, results of operations, liquidity, and capital resources, as well as the related disclosures and critical accounting estimates and assumptions. We have not received any financial assistance from the banks or any government agency.

· How does a loan impact your financial condition, liquidity and capital resources?

· We have no government loans, except PPP loans that have been forgiven.

· What are the material terms and conditions of any assistance you received, and do you anticipate being able to comply with them?

· PPP loans only and they have been forgiven.

· Do those terms and conditions limit your ability to seek other sources of financing or affect your cost of capital?

· No.

· Do you reasonably expect restrictions, such as maintaining certain employment levels, to have a material impact on your revenues or income from continuing operations or to cause a material change in the relationship between costs and revenues?

· No.

· Once any such restrictions lapse, do you expect to change your operations in a material way?

· No.

· Are you taking advantage of any recent tax relief, and if so, how does that relief impact your short- and long-term liquidity?

· We are using payroll tax deferrals allowed by the tax relief programs.

· Do you expect a material tax refund for prior periods?

· No.

· Does the assistance involve new material accounting estimates or judgments that should be disclosed or materially change a prior critical accounting estimate?

· No.

· What accounting estimates were made, such as the probability a loan will be forgiven, and what uncertainties are involved in applying the related accounting guidance?

· We have recognized forgiveness of all PPP loans.

A Company’s Ability to Continue as a Going Concern

The SEC has advised that Management should consider whether conditions and events, taken as a whole, raise substantial doubt about the company’s ability to meet its obligations as they become due within one year after the issuance of the financial statements. There is substantial doubt about a company’s ability to continue as a going concern due to continuation of the COVID-19 pandemic and we make the following disclosure:

· Are there conditions and events that give rise to the substantial doubt about the company’s ability to continue as a going concern?

· Yes. There was concern about our ability to continue as a going concern prior to COVID 19, however the continuation of COVID-19 restrictions may hamper Blue Collar from operating and generating revenues at full capacity.

· For example, have you defaulted on outstanding obligations?

· Yes, but not because of COVID-19.

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· Have you faced labor challenges or a work stoppage?

· No.

· What are your plans to address these challenges?

· At the point of allowing full operations for Blue Collar and film production companies to fully operate.

· Have you implemented any portion of those plans?

· No, it’s a matter of allowing Blue Collar to fully operate and trying to raise money and fund operational plans.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

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

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

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f)) during the quarter ended September 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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.

ITEM 1A. RISK FACTORS

No Material Changes in Risk Factors since the disclosure contained in the Form 10-K for the year ended December 31, 2021.

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

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.

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.

On September 15, 2022, FirstFire exercised its right to convert $59,160 of principal into 17,000,000 shares of common stock.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

The Company is in default under approximately $7,300,000 of its financing arrangements, including all of its derivative financial instruments, and has received notice of such default 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 financing arrangements prior to the due dates but that has not occurred primarily from the Company’s inability to raise sufficient capital. As such, the Company is currently in negotiations with its financial arrangements in default relative to extending due dates,changing terms or even exchanging for other Company securties. The Company has been named in a lawsuit by EMA for failing to comply with a Securities Purchase Agreement entered into in June 2019.

ITEM 4. MINE SAFETY DISCLOSURE

Not Applicable. 

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS

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

Exhibit No.	Description
31.1	Certification of Chief Executive Officer Pursuant to Rule 13a–14(a) or 15d-14(a) of the Securities Exchange Act of 1934
31.2	Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934
32.1	Certification of Chief Executive Officer under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Chief Financial Officer under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as an Inline XBRL document and included in Exhibit 101)

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SIGNATURES

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

	TPT GLOBAL TECH, INC.
	(Registrant)
Dated: December 13, 2022	By:	/s/ Stephen J. Thomas, III
		Stephen J. Thomas, III
		(Chief Executive Officer, Principal Executive Officer)
Dated: December 13, 2022	By:	/s/ Gary L. Cook
		Gary L. Cook
		(Chief Financial Officer, Principal Accounting Officer)

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EX-31.1

EXHIBIT 31.1

SECTION 302 CERTIFICATION

CERTIFICATION OF PERIODIC REPORT

I, Stephen J. Thomas, III, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of TPT Global Tech, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)) for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s 4th quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: December 13, 2022

/s/ Stephen J. Thomas, III

Stephen J. Thomas, III

(Chief Executive Officer and Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

SECTION 302 CERTIFICATION

CERTIFICATION OF PERIODIC REPORT

I, Gary L. Cook, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of TPT Global Tech, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)) for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s 4th quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: December 13, 2022

/s/ Gary L. Cook

Gary L. Cook

(Chief Financial Officer and Principal Accounting Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF DISCLOSURE PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of TPT Global Tech, Inc. (the “Company”) on Form 10-Q for the period ending September 30, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”) I, Stephen J. Thomas, III, Chief Executive Officer and Principal Executive Officer of the Company, certify, pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: December 13, 2022

/s/ Stephen J. Thomas, III

Stephen J. Thomas, III

(Chief Executive Officer and Principal Executive Officer)

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

EX-32.2

EXHIBIT 32.2

CERTIFICATION OF DISCLOSURE PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of TPT Global Tech, Inc. (the “Company”) on Form 10-Q for the period ending September 30, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”) I, Gary L. Cook, Chief Financial Officer and Principal Accounting Officer of the Company, certify, pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: December 13, 2022

/s/ Gary L. Cook

Gary L. Cook

(Chief Financial Officer and Principal Accounting Officer)

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

XML

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

XML

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

XML

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

XML

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

XML

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

XML

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

XML

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

Identify the contract with the customer.

Identify the performance obligations in the contract.

Determine the transaction price.

Allocate the transaction price to performance obligations in the contract.

Recognize revenue when or as we satisfy a performance obligation. 

Reserves are recorded as a reduction in net sales and are not considered material to our consolidated statements of 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 Quoted prices in active markets for identical assets or liabilities.

Level 2 Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

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

We consider our derivative financial instruments as Level 3. The balances for our derivative financial instruments as of 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.

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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.

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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.

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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.

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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.

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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 (“ASC 825-10”). ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

The derivative liability as of September 30, 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 – The Company issued convertible promissory notes which are convertible into common stock, at holders’ option, at a discount to the market price of the Company’s common stock. The Company has identified the embedded derivatives related to these notes relating to certain anti-dilutive (reset) provisions. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of debenture and to fair value as of each subsequent reporting date.

As of September 30, 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.

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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.

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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.

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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.

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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

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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

XML

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.

XML

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

Identify the contract with the customer.

Identify the performance obligations in the contract.

Determine the transaction price.

Allocate the transaction price to performance obligations in the contract.

Recognize revenue when or as we satisfy a performance obligation. 

Reserves are recorded as a reduction in net sales and are not considered material to our consolidated statements of 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 Quoted prices in active markets for identical assets or liabilities.

Level 2 Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

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

We consider our derivative financial instruments as Level 3. The balances for our derivative financial instruments as of 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.

XML

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

XML

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

XML

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

XML

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

XML

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	)

XML

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

XML

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

XML

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

XML

DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	9 Months Ended
	Sep. 30, 2022
Acquisition 1[Member]
Incorporation Date	1988
Ownership Percentage	100.00%
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	100.00%
Acquisition 3[Member]
Incorporation Date	2014
Name of acquisition	Global Telecom International LLC
Referred	Global Telecom
Ownership Percentage	100.00%
Acquisition 4[Member]
Incorporation Date	2015
Name of acquisition	Copperhead Digital Holdings, Inc.
Referred	Copperhead Digital or CDH
Ownership Percentage	100.00%
Acquisition 5[Member]
Incorporation Date	2015
Name of acquisition	TruCom, LLC
Referred	TruCom
Ownership Percentage	100.00%
Acquisition 6[Member]
Incorporation Date	2015
Name of acquisition	Nevada Utilities, Inc.
Referred	Nevada Utilities
Ownership Percentage	100.00%
Acquisition 7[Member]
Incorporation Date	2015
Name of acquisition	CityNet Arizona, LLC
Referred	CityNet
Ownership Percentage	100.00%
Acquisition 8[Member]
Incorporation Date	2016
Name of acquisition	San Diego Media Inc.
Referred	SDM
Ownership Percentage	100.00%
Acquisition 9[Member]
Incorporation Date	2018
Name of acquisition	Blue Collar Production, Inc.
Referred	Blue Collar
Ownership Percentage	100.00%
Acquisition 10[Member]
Incorporation Date	2019
Name of acquisition	TPT SpeedConnect, LLC
Referred	TPT SpeedConnect
Ownership Percentage	100.00%
Acquisition 11[Member]
Incorporation Date	2020
Name of acquisition	TPT Federal, LLC
Referred	TPT Federal
Ownership Percentage	100.00%
Acquisition 12[Member]
Incorporation Date	2020
Name of acquisition	TPT MedTech, LLC
Referred	TPT MedTech
Ownership Percentage	100.00%
Acquisition 13[Member]
Incorporation Date	2020
Name of acquisition	InnovaQor, Inc./TPT Strategic, Inc.
Referred	InnovaQor and TPT Strategic
Ownership Percentage	94.00%
Acquisition 14[Member]
Incorporation Date	2020
Name of acquisition	QuikLab 1 LLC
Referred	Quiklab 1
Ownership Percentage	80.00%
Acquisition 15[Member]
Incorporation Date	2020
Name of acquisition	QuikLAB 2, LLC
Referred	QuikLAB 2
Ownership Percentage	80.00%
Acquisition 16[Member]
Incorporation Date	2020
Name of acquisition	QuikLAB 3, LLC
Referred	QuikLAB 3
Ownership Percentage	100.00%
Acquisition 17[Member]
Incorporation Date	2020
Name of acquisition	The Fitness Container, LLC
Referred	Air Fitness
Ownership Percentage	75.00%
Acquisition 18[Member]
Incorporation Date	2020
Name of acquisition	TPT Global Tech Asia Limited
Referred	TPT Asia
Ownership Percentage	78.00%
Acquisition 19[Member]
Incorporation Date	2020
Name of acquisition	TPT MedTech UK LTD
Referred	TPT MedTech UK
Ownership Percentage	100.00%
Acquisition 20[Member]
Incorporation Date	2021
Name of acquisition	TPT Global Defense Systems, Inc.
Referred	TPT Global Defense
Ownership Percentage	100.00%
Acquisition 21[Member]
Incorporation Date	2021
Name of acquisition	TPT Innovations Technology, Inc.
Referred	TPT Innovations
Ownership Percentage	100.00%
Acquisition 22[Member]
Incorporation Date	2021
Name of acquisition	TPT Global Caribbean Inc.
Referred	TPT Caribbean
Ownership Percentage	100.00%
Acquisition 23[Member]
Incorporation Date	2021
Name of acquisition	TPT Media and Entertainment, LLC
Referred	TPT Media and Entertainment
Ownership Percentage	100.00%
Acquisition 24[Member]
Incorporation Date	2021
Name of acquisition	VuMe Live, LLC
Referred	VuMe Live
Ownership Percentage	100.00%
Acquisition 25[Member]
Incorporation Date	2021
Name of acquisition	Digithrive, LLC
Referred	Digithrive
Ownership Percentage	100.00%

XML

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

XML

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

XML

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

XML

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		80.00%
Asia [Member]
International sales | $		$ 172,781
Series A Preferred Stock
Preferred stock, authorized		2,500,000,000
Percentage of common stock conversion		60.00%
Mezzanine stock, issued		1,000,000		1,000,000
Series D Preferred Stock
Percentage of common stock conversion		75.00%
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		75.00%
Average market closing price | $ / shares		$ 5
Number of days | integer		30
Series E Preferred Stock
Percentage of common stock conversion		75.00%
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		75.00%
Average market closing price | $ / shares		$ 5
Number of days | integer		30
TPT SpeedConnect
Deferred revenue | $		$ 85,070		$ 421,643

XML

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		10.00%
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,

XML

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

XML

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

XML

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

XML

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

XML

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											3.00%														6.00%		12.00%
Convertible promissory note																					$ 1,391,580	$ 2,024,497			$ 10,000	$ 67,000	$ 250,000
Convertible into common stock per share																									$ 1.00	$ 0.25	$ 1.00
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																					1.00%
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										36.00%
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															36.00%
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									36.00%
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									36.00%
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								36.00%
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																36.00%
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				36.00%
Balance to be purchased and sold				$ 411,000
Received, net of fees				270,715
Payment per week				$ 8,935
Duration of weekly payment				46
CLOUDFUND Agreement
Effective interest rate				36.00%
Balance to be purchased and sold				$ 411,000
Received, net of fees				272,954
Payment per week				$ 8,935
Duration of weekly payment				46
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																					2.00%
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														36.00%
Balance to be purchased and sold														$ 138,000
Received, net of fees														90,000
Payment per week														$ 4,313
Duration of weekly payment														32
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							8.00%
Interest rate							10.00%
Default rate							24.00%
Cavalry Investment Fund LP [Member]
Convertible Promissory Note						$ 271,250
Original issue discount						8.00%
Interest rate						10.00%
Default rate						24.00%
Conversion description						There is a mandatory conversion in the event a Nasdaq Listing prior to nine months from funding for which the Holder’s principal and interest balances will be converted at a price equal to 25% discount to the opening price on the first day the Company trades on Nasdaq. There is also a voluntary conversion of all principal and accrued interest at the discretion of the Holder at the lower of (1) 75% of the two lowest trade prices during the fifteen consecutive trading day period ending on the trading day immediately prior to the applicable conversion date or (2) discount to market based on subsequent financings with other investors. Subsequent debt issuances have lowered this price to $0.025 per share, adjusted to $.0075 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						8.00%
Interest rate						10.00%
Default rate						24.00%
Conversion description						There is a mandatory conversion in the event a Nasdaq Listing prior to nine months from funding for which the Holder’s principal and interest balances will be converted at a price equal to 25% discount to the opening price on the first day the Company trades on Nasdaq. There is also a voluntary conversion of all principal and accrued interest at the discretion of the Holder at the lower of (1) 75% of the two lowest trade prices during the fifteen consecutive trading day period ending on the trading day immediately prior to the applicable conversion date or (2) discount to market based on subsequent financings with other investors. Subsequent debt issuances have lowered this price to $0.0075 per share. The Holder was given registration rights. The Cavalry Fund I Note may be prepaid in whole or in part of the outstanding balances at 115% prior to maturity. 168,750,000 common shares of the Company have been reserved with the transfer agent for possible conversion and exercise of warrants. Warrants to purchase 41,250,000 shares of common stock at $110% of the opening price on the first day the Company trades on the Nasdaq exchange were issued to the Holder. 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					8.00%
Interest rate					10.00%
Default rate					16.00%
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					8.00%
Interest rate					10.00%
Default rate					16.00%
Diagonal Lending LLC
Convertible Promissory Note			$ 200,760
Original issue discount			12.00%
Interest rate			22.00%
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			$ 21,510.00
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

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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

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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	0.00%
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

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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)

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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											6.00%
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								78.00%
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	110.00%							70.00%
Share price	$ 0.015
Fire [Member]
Derivative liabilities								$ 4,078,343
Warrant to purchase common stock								110,000,000
Opening price								110.00%
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								94.00%
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								20.00%
Ownership percentage								80.00%
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								60.00%
A Preferred Stock voting rights percentage								60.00%
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				2.00
Conversion price				$ 2.00
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			2.00
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								6.00%
Average market per share								$ 5.00
Divided rate per share								5.00
Accrued unpaid dividends rate per shares								$ 5.00
Percent of converted common stock								75.00%
Minimum percent of redemption								115.00%
Maximum percent of redemption								140.00%
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								6.00%
Average market per share								$ 5.00
Divided rate per share								5.00
Accrued unpaid dividends rate per shares								$ 5.00
Percent of converted common stock								75.00%
Minimum percent of redemption								115.00%
Maximum percent of redemption								140.00%
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															200.00%
MarketPrice															85.00%
Aire Fitness
Restricted common stock shares								500,000
Non-controlling interest ownershipB8								75.00%

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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

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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

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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

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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				10.00%
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				5.00%
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				60.00%
Series D Preferred Stock
Preferred stock, authorized | shares								10,000,000	100,000,000
Percentage of common stock conversion				75.00%
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				75.00%
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				75.00%
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				75.00%
Price per share | $ / shares				$ 5
Number of days | integer				30

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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	50.00%

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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

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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

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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

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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

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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