tptw_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q/A

(Mark One)

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

For the quarterly period ended September 30, 2023

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

For the transition period from __________ to ___________

Commission file number: 333-222094

TPT Global Tech, Inc.

(Exact name of registrant as specified in its charter)

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

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

(619) 301-4200

(Registrant’s telephone number, including area code)

______________________________________

(Former Address and phone of principal executive offices)

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

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

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

Yes

☒

☐

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

☒

☐

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

☐

☒

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 13, 2023, there were 2,154,412,687 shares of the registrant’s common stock, $0.001 par value, issued and outstanding.

Explanatory Note

Restatement of Unaudited Condensed Consolidated Financial Statements

The Company is filing this Amendment No. 1 on Form 10-Q/A (the “Amendment”) to restate the following items of its Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, which was originally filed with the Securities and Exchange Commission on December 15, 2023 (the “Original Form 10-Q”):

●

Item 1 of Part I “Financial Information”

●

Item 2 of Part I “Financial Information”

The Company has also updated the signature page, the certifications of its Chief Executive Officer and Chief Financial Officer in Exhibits 31.1, 31.2, 32.1, and 32.2, and its financial statements formatted in Extensible Business Reporting Language (XBRL). No other sections were affected, but for the convenience of the reader, the report on Form 10-Q/A restates in its entirety, as amended, the Company’s Original Form 10-Q.

The impact of this restatement on the Company's third quarter 2023 unaudited condensed consolidated financial statements was a $1,226,000 decrease in Total Assets and $1,226,000 decrease in Mezzanine Equity on the Condensed Consolidated Balance Sheet and Condensed Consolidated Statement of Cash Flows as of September 30, 2023. There is no effect on the Condensed Consolidated Statement of Operations, or Condensed Consolidated Statement of Stockholders Deficit for the three and nine months ended September 30, 2023.

The Company entered into an agreement to acquire land per the Real estate Land Purchase and JV Real estate Development Partnership Agreement dated July 14, 2023. It was management’s understanding the due diligence was completed and that the Company could record the acquisition on its books and records as of this date. Subsequently, the Company learned of an undisclosed mortgage on the subject land that would have impaired the land and also discovered the inability to use as consideration its Series E Preferred Stock. Both parties on April 12, 2024 agreed to cancel the transaction.

TABLE OF CONTENTS

		Page
	PART 1 – FINANCIAL INFORMATION

Item 1.	Financial Statements	4

	Condensed Consolidated Balance Sheets – September 30, 2023 (Unaudited and Restated) and December 31, 2022	4

	Condensed Consolidated Statements of Operations – Three and Nine months ended September 30, 2023 and 2022 (Unaudited)	6

	Condensed Consolidated Statements of Stockholders’ Deficit – Three and Nine months ended September 30, 2023 and 2022 (Unaudited)	7

	Condensed Consolidated Statements of Cash Flows – Nine months ended September 30, 2023 and 2022 (Unaudited)	8

	Notes to the Condensed Consolidated Financial Statements (Unaudited)	10

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	37

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	41

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	41

Item 3.	Defaults Upon Senior Securities	43

Item 4.	Mine Safety Disclosure – Not Applicable	43

Item 5.	Other Information – Not Applicable	43

Item 6.	Exhibits	44

	Signatures	45

Table of Contents

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

TPT Global Tech, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

ASSETS

	September 30		December 31,
	2023		2022
	(Unaudited)
	(As Restated)
CURRENT ASSETS
Cash and cash equivalents	$	—	$	59,630
Accounts receivable, net		61,055		5,808
Accounts receivable – related party		—		265,273
Prepaid expenses and other current assets		18,570		20,813
Assets held for sale		—		616,263
Total current assets		79,625		967,787
NON-CURRENT ASSETS
Property and equipment, net		—		2,455
Deposits and other assets		53,195		60,998
Total non-current assets		53,195		63,453

TOTAL ASSETS	$	132,820	$	1,031,240

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
Accounts payable and accrued expenses	$	11,798,925	$	10,084,058
Deferred revenue		146,351		75,556
Customer liability		338,725		338,725
Current portion of loans, advances and factoring agreements		1,002,559		902,809
Convertible notes payable, net of discounts		3,424,556		3,054,869
Notes payable - related parties, net of discounts		4,902,510		4,762,579
Convertible notes payable – related parties, net of discounts		553,100		553,100
Derivative liabilities		4,203,788		4,822,398
Current portion of operating lease liabilities		7,353,988		5,897,274
Financing lease liabilities – related party		731,830		710,776
Liabilities held for sale		—		717,414
Total current liabilities		34,456,332		31,919,558

NON-CURRENT LIABILITIES
Loans, advances and factoring agreements, net of current portion and discounts		—		144,460
Operating lease liabilities, net of current portion		787,313		1,932,599
Total non-current liabilities		787,313		2,077,059
Total liabilities		35,243,645		33,996,617

Commitments and contingencies		—		—

See accompanying notes to condensed consolidated financial statements.

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TPT Global Tech, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS - CONTINUED

	September 30,			December 31,
	2023			2022
	(Unaudited)

MEZZANINE EQUITY

Convertible Preferred Series A, 1,000,000 designated - 1,000,000 shares issued and outstanding as of September 30, 2023 and December 31, 2022		42,983,742			42,983,742
Convertible Preferred Series B – 3,000,000 shares designated, 2,588,693 shares issued and outstanding as of September 30, 2023 and December 31, 2022		1,677,473			1,677,473
Convertible Preferred Series C – 3,000,000 shares designated, zero shares issued and outstanding as of September 30, 2023 and December 31, 2022		—			—
Convertible Preferred Series D, 10,000,000 designated – 46,649 shares issued and outstanding as of September 30, 2023 and December 31, 2022		244,592			244,592
Convertible Preferred Series E, 10,000,000 designated – 2,043,507 and 2,043,507 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively		13,344,101			13,344,101
Total mezzanine equity		58,249,908			58,249,908

STOCKHOLDERS' DEFICIT
Common stock, $.001 par value, 4,500,000,000 shares authorized, 1,882,579,354 and 1,256,900,534 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively		1,882,579			1,256,901
Subscriptions payable		40,435			26,910
Additional paid-in capital		14,946,692			13,966,895
Accumulated deficit		(109,549,957	)		(106,418,722	)
Total TPT Global Tech, Inc. stockholders' deficit		(92,680,251	)		(91,168,016	)
Non-controlling interests		(680,482	)		(47,269	)
Total stockholders’ deficit		(93,360,733	)		(91,215,285	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	132,820		$	1,031,240

See accompanying notes to condensed consolidated financial statements.

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TPT Global Tech, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For the three months ended September 30,						For the nine months ended September 30,
	2023			2022			2023			2022
REVENUES:
Products	$	—		$	—		$	—		$	82,000
Services		923,251			2,052,817			3,007,866			6,063,465
Total Revenues		923,251			2,052,817			3,007,866			6,145,465

COST OF SALES:
Productss		—			—			—			27,882
Servicess		739,513			1,691,539			1,783,343			4,466,047
Total Costs of Sales		739,513			1,691,539			1,783,343			4,493,929
Gross profit (loss)		183,738			361,278			1,224,523			1,651,536
EXPENSES:
Professional		375,536			249,989			1,419,199			894,615
Payroll and related		455,063			572,574			1,478,320			1,823,527
General and administrative		587,831			489,663			1,418,044			1,358,560
Research and development		—			—			—			1,750,000
Depreciation		—			150,454			2,454			448,943
Amortization		—			164,057			—			492,171
Total expenses		1,418,430			1,626,737			4,318,017			6,767,816
Loss from operations		(1,234,692	)		(1,265,459	)		(3,093,494	)		(5,116,280	)

OTHER INCOME (EXPENSE)
Derivative gain (expense)		1,015,764			102,903			367,881			491,301
Gain (loss) on debt extinguishment		133,850			397,008			466,380			(1,970,030	)
Interest expense		(412,735	)		(426,265	)		(1,340,412	)		(4,705,548	)
Other income (expense)		6,525			(53,206	)		380,493			(52,387	)
Total other income (expenses)		743,404			20,440			(125,658	)		(6,236,664	)

Net loss before income taxes		(491,288	)		(1,245,019	)		(3,219,152	)		(11,352,944	)
Income taxes		—			—			—			—
Net loss from continuing operations		(491,288	)		(1,245,019	)		(3,219,152	)		(11,352,944	)
Discontinued operations:
Net (loss) from discontinued operations		107,639			—			(557	)		—
Gain on disposal of discontinued operations		126,101			—			126,101			—
Net income from discontinued operations		233,740			—			125,544			—
NET LOSS BEFORE NON-CONTROLLING INTERESTS		(257,548	)		(1,245,019	)		(3,093,608	)		(11,352,944	)

NET (LOSS) INCOME ATTRIBUTABLE TO NON-CONTROLLING INTERESTS		84,632			(16,156	)		37,627			(6,633	)
DEEMED DIVIDEND RELATED TO MODIFICATION OF SERIES A PREFERRED STOCK		—			(39,866,742	)		—			(39,866,742	)
NET LOSS ATTRIBUTABLE TO TPT GLOBAL TECH, INC. SHAREHOLDERS	$	(342,180	)	$	(41,095,605	)	$	(3,131,235	)	$	(51,213,053	)
Loss per common share- Basic and diluted:
Continuing operations	$	(0.00	)	$	(0.04	)	$	(0.00	)	$	(0.06	)
Discontinued operations		0.00			—			0.00			—
Loss per common share- Basic and diluted	$	(0.00	)	$	(0.04	)	$	(0.00	)	$	(0.06	)
Weighted average number of common shares outstanding - Basic and diluted		1,810,916,794			950,225,974			1,681,251,378			932,094,683

See accompanying notes to condensed consolidated financial statements.

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TPT Global Tech, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

For the three and nine months ended September 30, 2023 and 2022

(Unaudited)

	Common Stock				Subscriptions		Additional Paid-in		Accumulated			Non-Controlling			Total Stockholders’
	Shares		Amount		Payable		Capital		Deficit			Interest			Deficit
Balance as of June 30, 2023		1,723,749,021	$	1,723,749	$	37,560	$	14,907,994	$	(109,207,777	)	$	(761,908	)	$	(93,300,382	)
Issuance of shares for services		53,830,333		53,830		1,100		30,698		—			—			85,628
Subscription payable for services		—		—		1,775		—		—			—			1,775
Disposition of IST		—		—		—		—		—			(3,206	)		(3,206	)
Issuance of shares for exchange of debt		105,000,000		105,000		—		8,000		—			—			113,000
Net loss		—		—		—		—		(342,180	)		84,632			(257,548	)
Balance as of September 30, 2023		1,882,579,354	$	1,882,579	$	40,435	$	14,946,692	$	(109,549,957	)	$	(680,482	)	$	(93,360,733	)

	Common Stock				Subscriptions		Additional Paid-in		Accumulated			Non-Controlling			Total Stockholders’
	Shares		Amount		Payable		Capital		Deficit			Interest			Deficit
Balance as of December 31, 2022		1,256,900,534	$	1,256,901	$	26,910	$	13,966,895	$	(106,418,722	)	$	(47,269	)	$	(91,215,285	)
Issuance of shares for services		53,830,333		53,830		1,100		30,698		—			—			85,628
Subscription payable for services		—		—		12,425		—		—			—			12,425
Disposition of IST		—		—		—		—	—				(3,206	)		(3,206	)
Issuance of shares for exchange for debt		571,848,487		571,848		—		345,240		—			—			917,088
Acquisition of Asberry 22 Holdings, Inc.		—		—		—		603,859					(667,634	)		(63,775	)
Net loss		—		—		—		—		(3,131,235	)		37,627			(3,093,608	)
Balance as of September 30, 2023		1,882,579,354	$	1,882,579	$	40,435	$	14,946,692	$	(109,549,957	)	$	(680,482	)	$	(93,360,733	)

	Common Stock				Subscriptions Payable		Additional Paid-in		Accumulated			Non-Controlling			Total Stockholders’
	Shares		Amount		(Receivable)		Capital		Deficit			Interest			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				Subscriptions Payable		Additional Paid-in		Accumulated			Non-Controlling			Total Stockholders’
	Shares		Amount		(Receivable)		Capital		Deficit			Interest			Deficit
Balance as of December 31, 2021		923,029,038	$	923,029	$	5,610	$	12,860,873	$	(44,921,837	)	$	69,302		$	(31,063,023	)
Common stock issued for services or subscription payable		—		—		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	)

See accompanying notes to condensed consolidated financial statements.

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TPT Global Tech, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the nine months ended September 30,
	2023			2022
	(As Restated)
Cash flows from operating activities:
Net loss	$	(3,093,608	)	$	(11,352,944	)
Adjustments to reconcile net loss to net cash used in operating activities:
Net income from discontinued operations		(125,544	)		—
Depreciation		2,454			448,943
Amortization		—			492,171
Amortization of debt discounts		694,938			3,593,957
Convertible Note payable issued for Asberry Series A Stock		508,553			—
Note payable issued for research and development		—			1,550,000
Derivative expense (gain)		(367,881	)		(491,301	)
Gain (loss) on extinguishment of debt		(466,380	)		1,970,030
Loss on disposition of property and equipment		—			124,849
Share-based compensation: Common stock		98,053			15,975
Changes in operating assets and liabilities:
Accounts receivable		(55,247	)		(193,973	)
Accounts receivable – related party		—
Prepaid expenses and other assets		271,766			(81,881	)
Deposits and other assets		7,804			186,198
Accounts payable and accrued expenses		1,696,700			1,633,792
Net change in operating lease right of use assets and liabilities		311,428			2,218,444
Other liabilities		70,795			(377,573	)
Net cash used in operating activities from continuing operations		(446,169	)		(263,313	)
Net cash provided by operating activities from discontinued operations		4,034			—
Net cash used in operating activities		(442,135	)		(263,313	)

Cash flows from investing activities:
Purchase of equipment		—			(16,297	)
Net cash used in investing activities		—			(16,297	)

Cash flows from financing activities:
Proceeds from convertible notes, loans and advances		358,500			1,256,187
Payment on convertible loans, advances and factoring agreements		(83,221	)		(1,391,580	)
Proceeds from notes payable – related parties		139,931			—
Payments on convertible notes and amounts payable – related parties		—			(39,664	)
Net cash provided by financing activities from continuing operations		415,210			(175,057	)
Net cash used in financing activities from discontinued operations		(32,705)			—
Net cash provided by financing activities		382,505			—
Net change in cash		(59,630	)		(454,667	)
Cash and cash equivalents - beginning of period		59,630			518,066

Cash and cash equivalents - end of period	$	—		$	59,630

See accompanying notes to condensed consolidated financial statements.

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TPT Global Tech, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

(Unaudited)

Supplemental Cash Flow Information:

Cash paid for:

	2023		2022
Interest	$	49,762	$	8,384
Taxes	$	—	$	—

Non-Cash Investing and Financing Activities:

	2023		2022
Debt discount on factoring agreement	$	489,089		1,070,591
Series E Preferred Stock issued in exchange for debt and payables	$	—	$	13,344,101
Common Stock issued for conversion of notes payable	$	917,088	$	530,869
Deemed dividend related to modification of Series A Preferred Stock	$	—		39,866,742
Acquisition of net liabilities of Asberry 22 Holdings, Inc.	$	63,775	$	—

See accompanying notes to condensed consolidated financial statements.

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TPT Global Tech, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2023

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

Nature of Operations

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

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

Name	Herein referred to as	Acquisition or Incorporation Date		Ownership
TPT Global Tech, Inc.	Company or TPTG		1988		100	%
Copperhead Digital Holdings, Inc.	Copperhead Digital or CDH		2015		100	%
TruCom, LLC	TruCom		2015		100	%
CityNet Arizona, LLC	CityNet		2015		100	%
San Diego Media Inc.	SDM		2016		100	%
Blue Collar Production, Inc.	Blue Collar		2018		100	%
TPT SpeedConnect, LLC	TPT SpeedConnect (2)		2019		86	%
TPT Federal, LLC	TPT Federal		2020		100	%
TPT MedTech, LLC	TPT MedTech		2020		100	%
TPT Strategic, Inc.	TPT Strategic		2020		0	%
QuikLab 1 LLC	Quiklab 1		2020		80	%
QuikLAB 2, LLC	QuikLAB 2		2020		80	%
QuikLAB 3, LLC	QuikLAB 3		2020		80	%
The Fitness Container, LLC	Air Fitness		2020		75	%
TPT Global Tech Asia Limited	TPT Asia		2020		78	%
TPT MedTech UK LTD	TPT MedTech UK		2020		100	%
TPT Global Defense Systems, Inc.	TPT Global Defense		2021		100	%
TPT Innovations Technology, Inc.	TPT Innovations		2021		100	%
TPT Global Caribbean Inc.	TPT Caribbean		2021		100	%
TPT Media and Entertainment, LLC	TPT Media and Entertainment		2021		100	%
VuMe Live, LLC	VuMe Live		2021		100	%
Digithrive, LLC	Digithrive		2021		100	%
Information Security and Training, LLC	IST (1)		2022		0	%
Asberry 22 Holdings, Inc.	Asberry or ASHI		2023		86	%

	(1)	On September 11, 2023, Everett Lanier and the Company agreed to a Settlement Agreement and Mutual Release (“Settlement Agreement”). See Note 11.
	(2)	Through the acquisition of Asberry, TPT’s ownership was decreased to 86% from 100% through Asberry.

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

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Significant Accounting Policies

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

Basis of Presentation

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

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

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

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

Reclassifications

Certain amounts presented in previously issued financial statements have been reclassified in these financial statements. As of December 31, 2022, advances to employees of $23,200 were previously classified as prepaid assets and other current assets versus the current classification of offsetting accrued payroll liabilities in accounts payable.

Revenue Recognition

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

Identify the contract with the customer.

Identify the performance obligations in the contract.

Determine the transaction price.

Allocate the transaction price to performance obligations in the contract.

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

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

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

	For the three months ended September 30, 2023		For the three months ended September 30, 2022		For the nine months ended September 30, 2023		For the nine months ended September 30, 2022
TPT SpeedConnect	$	843,451	$	1,357,611	$	2,760,055	$	4,403,345
Blue Collar		79,063		692,486		243,592		1,386,970
TPT MedTech		—		—		—		89,755
Other (1)		737		2,720		4,219		183,395
Total Services Revenues	$	923,251	$	2,052,817	$	3,007,866	$	6,063,465
Air Fitness		—		—		—		82,000
Total Product Revenues	$	—	$	—	$	—	$	82,000
Total Revenue	$	923,251	$	2,052,817	$	3,007,866	$	6,145,465

__________

(1)

Includes international sales for the nine months ended September 30, 2023 and 2022 of $0 and $172,781 related to TPT Asia.

TPT SpeedConnect: ISP and Telecom Revenue

TPT SpeedConnect is a rural Internet provider operating in 5 Midwestern States under the trade name SpeedConnect. TPT SC’s primary business model is subscription based, pre-paid monthly reoccurring revenues, from wireless delivered, high-speed internet connections. In addition, the company resells third-party satellite and DSL internet and IP telephony services. Revenue generated from sales of telecommunications services is recognized as the transaction with the customer is considered closed and the customer receives and accepts the services that were the result of the transaction. There are no financing terms or variable transaction prices. Due date is detailed on monthly invoices distributed to customer. Services billed monthly in advance are deferred to the proper period as needed. Deferred revenue are contract liabilities for cash received before performance obligations for monthly services are satisfied. Deferred revenue for TPT SpeedConnect as of September 30, 2023 and December 31, 2022 are $146,351 and $75,556, respectively. Certain of our products require specialized installation and equipment. For telecom products that include installation, if the installation meets the criteria to be considered a separate element, product revenue is recognized upon delivery, and installation revenue is recognized when the installation is complete. The Installation Technician collects the signed quote containing terms and conditions when installing the site equipment at customer premises.

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

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

Blue Collar: Media Production Services

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

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IST: Revenue and Cost Recognition

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

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

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

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

	·	the completeness and accuracy of the original bid;
	·	costs associated with scope changes;
	·	costs of labor and/or materials;
	·	extended overhead and other costs due to owner, weather, and other delays;
	·	subcontractor performance issues;
	·	changes in productivity expectations;
	·	site conditions that differ from those assumed in the original bid (to the extend contract remedies are unavailable);
	·	the availability and skill level of workers in the geographic location of the project;
	·	a change in the availability and proximity of equipment and materials; and
	·	the ability to fully and promptly recover on claims for additional contract costs.

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

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

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

TPT MedTech: Medical Testing Revenue

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

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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, 2023 and December 31, 2022 was $0 and $0, respectively. There are no financing terms or variable transaction prices for either of these products.

SDM: Ecommerce, Email Marketing and Web Design Services

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

K Telecom: Prepaid Phones and SIM Cards Revenue

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

Copperhead Digital: ISP and Telecom Revenue

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

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

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

Basic and Diluted Net Loss Per Share

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

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Convertible Promissory Notes			6,750,885,442
Series A Preferred Stock (1)			28,788,595,385
Series B Preferred Stock			2,588,693
Series D Preferred Stock (2)			235,601,010
Series E Preferred Stock (3)			10,320,742,424
Stock Options and Warrants			129,116,666
			46,227,529,620

___________

	(1)	Holder of the Series A Preferred Stock which is Stephen J. Thomas, is guaranteed 60% of outstanding common stock upon conversion. The Company would have to authorize additional shares for this to occur as only 4,500,000,000 shares are currently authorized.
	(2)	Holders of the Series D Preferred Stock may decide after 12 months to convert to common stock @ 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00. There is also an automatic conversion of the Series D Preferred Stock without consent of holders upon any national exchange listing approval and the registration effectiveness of common stock underlying the conversion rights. The automatic conversion to common from Series D Preferred shall be @ 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00.
	(3)	Holders of the Series E Preferred Stock may decide after 12 months to convert to common stock @ 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00. There is also an automatic conversion of the Series E Preferred Stock without consent of holders upon any national exchange listing approval and the registration effectiveness of common stock underlying the conversion rights. The automatic conversion to common from Series E Preferred shall be @ 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00.

Financial Instruments and Fair Value of Financial Instruments

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

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

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

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

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

We consider our derivative financial instruments as Level 3. The balances for our derivative financial instruments as of September 30, 2023 are the following:

Derivative Instrument	Fair Value
Convertible Promissory Notes	$	4,093,369
Fair value of Warrants issued with the derivative instruments		110,419
	$	4,203,788

Recently Issued Financial Accounting Standards

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

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NOTE 2 – ACQUISITIONS

Agreement and Plan of Merger

An Agreement and Plan of Merger ("Agreement") was made and entered into as of March 24, 2023 by and among TPT SpeedConnect LLC, a Colorado Limited Liability Company (wholly-owned subsidiary of TPT Global Tech, Inc.) ("SPC"), and Asberry 22 Holdings, Inc., a Delaware Corporation ("ASHI"), and SPC Acquisition, Inc., a wholly-owned subsidiary of ASHI, domiciled in Colorado ("Acquisition Sub") primarily for the opportunities of capital raising. SPC then converted to a Corporate entity and Acquisition Submerged with and into SPC (the "Merger"). The separate corporate existence of Acquisition Sub ceased and SPC continues as the surviving corporation in the Merger and as wholly-owned subsidiary of ASHI. All of the properties, rights and privileges, and power of SPC, vest in the Subsidiary, and all debts, liabilities and duties of SPC are the debts, liabilities and duties of the Subsidiary. The shares of common stock of Acquisition Sub issued and outstanding immediately prior to the Effective Time is converted into and exchange for 1,000 validly issued, fully paid and non-assessable shares of the Subsidiary's common stock.

TPT Global Tech, Inc. was issued a total of 4,658,318 common shares of ASHI (the "ASHI Common Stock"), as a result of the merger, constituting 86% of the then issued and outstanding common stock. TPT Global Tech, Inc. also has purchased all of the 500,000 Series A Super Majority Voting Preferred Shares of ASHI for a convertible note payable of $500,000 due in 180 days which bears interest at 6.0% per annum and is convertible to shares of the Company’s common stock at 85% of the volume weighted average price for the preceding 5 market trading days.

ASHI shall file a Form S-1 Registration Statement with the Securities Exchange Commission within 120 days after closing, to register for resale: a) the common shares of ASHI, issued at closing, b) conversion shares for the Series A Supermajority Preferred Stock and c) those outstanding shares of the shareholders of ASHI existing as of the day prior to closing, and shall pursue such S-1 filing diligently to effectiveness.

The Officers of ASHI shall resign effective upon the appointment of the new Officers, as designated by SPC. The Current Directors of ASHI shall remain as directors until the Series A Preferred Stock (500,000 shares) of ASHI shall have been redeemed or converted. SPC shall have designated two new directors for appointment effective at closing, and may then appoint new Officers, and the current officers shall resign at closing.

The Company evaluated this acquisition in accordance with ASC 805-10-55-4 to discern whether the assets and operations of the assets purchased met the definition of a business. The company concluded that there were not processes and sufficient inputs into outputs. Accordingly, the Company accounted for this transaction as an asset acquisition and allocated the purchase price as follows:

Consideration given at fair value:
Accounts payable	$	68,025
	$	68,025

Assets acquired at fair value:
Prepaid expenses	$	4,250
Additional paid in capital		63,775
	$	68,025

There was nothing accounted for in the Statement of Operations for the nine months ended September 30, 2023. On a proforma basis any adjustments would not be significant.

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

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

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

Consideration given at fair value:
Note payable, net of discount	$	374,018
Credit cards assumed		48,452
Preferred shares of TPT Strategic		3,206
	$	425,676

Assets acquired at fair value:
Working capital	$	143,122
Property and equipment		2,170
Note receivable – related party		271,179
Other assets		9,205
	$	425,676

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

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NOTE 3 – GOING CONCERN

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

We incurred $3,093,608 and $11,352,944, respectively, in losses, and we used $442,135 and $263,313, respectively, in cash for operations for the nine months ended September 30, 2023 and 2022. We calculate the net cash used by operating activities by decreasing, or increasing in case of gain, our let loss by those items that do not require the use of cash such as depreciation, amortization, research and development, derivative expense or gain, gain on extinguishment of debt and share-based compensation which totaled to a net $343,636 for 2023 and $7,704,624 for 2022.

In addition, we report increases and reductions in liabilities as uses of cash and decreases assets and increases in liabilities as sources of cash, together referred to as changes in operating assets and liabilities. For the nine months ended September 30, 2023, we had a net change in our assets and liabilities of $2,303,246 primarily from an increase in accounts payable from lag of payments for accounts payable for cash flow considerations and increase in prepaid expenses. For the nine months ended September 30, 2022 we had a net increase to our assets and liabilities of $3,385,007 for similar reasons.

Cash flows from financing activities were $382,505 and $(175,057) for the nine months ended September 30, 2023 and 2022, respectively. For the nine months ended September 30, 2023, these cash flows were generated from proceeds from convertible notes of $358,500 and other notes receivable - related parties of $139,931 offset by payment on convertible loans, advances and factoring agreements of $83,221 and $32,705 in cash used in discontinued operations. For the nine months ended September 30, 2022, cash flows were generated from proceeds from convertible notes, loans and advances of $1,256,187 offset by payment on convertible loans, advances and factoring agreements of $1,391,580 and payments on amounts payable – related parties of $39,664.

Cash flows used in investing activities were $0 and $16,297, respectively, for the nine months ended September 30, 2023 and 2022 primarily related to the acquisition of property and equipment for 2022 and discontinued operations for 2023.

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

In order for us to continue as a going concern for a period of one year from the issuance of these financial statements, we will need to obtain additional debt or equity financing and look for companies with cash flow positive operations that we can acquire. There can be no assurance that we will be able to secure additional debt or equity financing, that we will be able to acquire cash flow positive operations, or that, if we are successful in any of those actions, those actions will produce adequate cash flow to enable us to meet all our future obligations. Most of our existing financing arrangements are short-term. If we are unable to obtain additional debt or equity financing, we may be required to significantly reduce or cease operations.

NOTE 4 – PROPERTY AND EQUIPMENT

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

	2023			2022
	(Restated)
Property and equipment:
Office furniture and equipment		77,859			77,859
Total land, property and equipment		77,859			77,859
Accumulated depreciation		(77,859	)		(75,404	)
Property and equipment, net	$	—		$	2,455

Depreciation expense was $2,454 and $448,943 for the nine months ended September 30, 2023 and 2022, respectively.

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NOTE 5 – DEBT FINANCING ARRANGEMENTS

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

	2023			2022
Loans and advances (1)	$	470,092		$	470,092
Convertible notes payable (2)		3,424,556			3,054,869
Factoring agreements (3)		532,467			577,177
Debt – third party	$	4,427,115		$	4,102,138

Line of credit, related party secured by assets (4)	$	2,742,929		$	2,742,929
Debt– other related party, net of discounts (5)		2,015,500			2,015,500
Convertible debt – related party (6)		553,100			553,100
Shareholder debt (7)		144,081			4,150
Debt – related party	$	5,455,610		$	5,315,679

Total financing arrangements	$	9,882,725		$	9,417,817

Less current portion:
Loans, advances and factoring agreements – third party	$	(1,002,559	)	$	(902,809	)
Convertible notes payable third party		(3,424,556	)		(3,054,869	)
Debt – related party, net of discount		(4,902,510	)		(4,762,579	)
Convertible notes payable– related party		(553,100	)		(553,100	)
		(9,882,725	)		(9,273,357	)
Total long term debt	$	—		$	144,460

__________

(1)

The terms of $40,000 of this balance are similar to that of the Line of Credit which bears interest at adjustable rates, 1 month LIBOR plus 2%, 7.44% as of September 30, 2022, and is secured by assets of the Company, was due August 31, 2020, as amended.

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

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

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

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

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

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

On June 11, 2019, the Company consummated a Securities Purchase Agreement with EMA Financial, LLC. (“EMA”) for the purchase of a $250,000 Convertible Promissory Note (“EMA Convertible Promissory Note”). The EMA Convertible Promissory Note is due June 11, 2020, pays interest at the rate of 12% (principal amount increases 200% and interest rate increases to 24% under default) per annum and gives the holder the right from time to time to convert all of the outstanding balance into common stock of the Company limited to 4.99% of the outstanding common stock of the Company. The conversion price is 55% multiplied by the lowest traded price for the common stock during the previous 25 trading days prior to the applicable conversion date. The EMA Convertible Promissory Note may be prepaid in full at 135% to 150% up to 180 days from origination. Prior to December 31, 2020, EMA converted $35,366 of principal into 147,700,000 shares of common stock of the Company. As such, the principal and accrued interest balances owning to EMA at September 30, 2023 is $503,771 and $507,487, respectively. 1,000,000 warrants were issued in conjunction with the issuance of this debt. See Note 8. See below regarding derivative securities in default.

On October 6, 2021, TPT Global Tech, Inc. and FirstFire Global Opportunities Fund, LLC. entered into a convertible promissory note totaling $1,087,000 and a securities purchase agreement (“FirstFire Note”). The FirstFire Note has an original issue discount of 8% and bears interest at 10%, with a default rate of 24%, and is convertible into shares of the Company’s common stock. There is a mandatory conversion in the event a Nasdaq Listing prior to nine months from funding for which the Holder’s principal and interest balances will be converted at a price equal to 25% discount to the opening price on the first day the Company trades on Nasdaq. There is also a voluntary conversion of all principal and accrued interest at the discretion of the Holder at the lower of (1) 75% of the two lowest trade prices during the fifteen consecutive trading day period ending on the trading day immediately prior to the applicable conversion date or (2) discount to market based on subsequent financings with other investors. Subsequent debt issuances have lowered this price to $0.025 per share, adjusted to $.0075 during the three months ended March 31, 2022. The Holder was given registration rights. The FirstFire Note may be prepaid in whole or in part of the outstanding balances at 115% prior to maturity. 225,000,000 common shares of the Company have been reserved with the transfer agent for possible conversion and exercise of warrants. Warrants to purchase 55,000,000 shares of common stock at 110% of the opening price on the first day the Company trades on the Nasdaq exchange were issued to the Holder. Through September 30, 2023, the Company has exercised its right to convert $558,660 of principal into 377,000,000 shares of common shares leaving a principal and accrued interest balance at September 30, 2023 of $800,090 in principal and $618,560 in accrued interest. See below regarding derivative securities in default.

On October 13, 2021, TPT Global Tech, Inc. and Cavalry Investment Fund LP entered into a convertible promissory note totaling $271,250 and a securities purchase agreement (“Cavalry Investment Note”). The Cavalry Investment Note has an original issue discount of 8% and bears interest at 10%, with a default rate of 24%, and is convertible into shares of the Company’s common stock. There is a mandatory conversion in the event a Nasdaq Listing prior to nine months from funding for which the Holder’s principal and interest balances will be converted at a price equal to 25% discount to the opening price on the first day the Company trades on Nasdaq. There is also a voluntary conversion of all principal and accrued interest at the discretion of the Holder at the lower of (1) 75% of the two lowest trade prices during the fifteen consecutive trading day period ending on the trading day immediately prior to the applicable conversion date or (2) discount to market based on subsequent financings with other investors. Subsequent debt issuances have lowered this price to $0.025 per share, adjusted to $.0075. The Holder was given registration rights. The Cavalry Investment Note may be prepaid in whole or in part of the outstanding balances at 115% prior to maturity. 56,250,000 common shares of the Company have been reserved with the transfer agent for possible conversion and exercise of warrants. Warrants to purchase 13,750,000 shares of common stock at 110% of the opening price on the first day the Company trades on the Nasdaq exchange were issued to the Holder. Through September 30, 2023, the Company has exercised its right to convert $67,000 of principal into 55,833,334 shares of common stock leaving a principal and accrued interest balance at September 30, 2023 of $272,688 and $121,234, respectively. See below regarding derivative securities in default.

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On October 13, 2021, TPT Global Tech, Inc. and Cavalry Fund I, LP entered into a convertible promissory note totaling $815,250 and a securities purchase agreement (“Cavalry Fund I Note”). The Cavalry Fund I Note has an original issue discount of 8% and bears interest at 10%, with a default rate of 24%, and is convertible into shares of the Company’s common stock. There is a mandatory conversion in the event a Nasdaq Listing prior to nine months from funding for which the Holder’s principal and interest balances will be converted at a price equal to 25% discount to the opening price on the first day the Company trades on Nasdaq. There is also a voluntary conversion of all principal and accrued interest at the discretion of the Holder at the lower of (1) 75% of the two lowest trade prices during the fifteen consecutive trading day period ending on the trading day immediately prior to the applicable conversion date or (2) discount to market based on subsequent financings with other investors. Subsequent debt issuances have lowered this price to $0.0075 per share. The Holder was given registration rights. The Cavalry Fund I Note may be prepaid in whole or in part of the outstanding balances at 115% prior to maturity. 168,750,000 common shares of the Company have been reserved with the transfer agent for possible conversion and exercise of warrants. Warrants to purchase 41,250,000 shares of common stock at $110% of the opening price on the first day the Company trades on the Nasdaq exchange were issued to the Holder. Through September 30, 2023, the Company exercised its right to convert $192,230 of principal and penalties into 168,750,000 shares of common stock leaving a principal and accrued interest balance at September 30, 2023 of $826,833 and $364,810, respectively. See below regarding derivative securities in default.

On January 31, 2022, TPT Global Tech, Inc. and Blue Lake Partners, LLC entered into a convertible promissory note totaling $271,750 and a securities purchase agreement (“Blue Lake Note”). The Blue Lake Note is due twelve months from funding, has an original issue discount of 8% and interest rate at 10% per annum (default, as defined, at 16%). There is an optional conversion in the event a Nasdaq Listing prior to nine months from funding for which the Holder’s principal and interest balances will be converted at a price equal to 25% discount to the opening price on the first day the Company trades on Nasdaq. There is also a voluntary conversion of all principal prepaid in whole or in part of the outstanding balances at 100% prior to maturity unless the Holder chose to convert their balances into common stock which they have three days to do so. 73,372,499 common shares of the Company have been reserved with the transfer agent for possible conversion and exercise of warrants. Warrants, expiring five years from issuance, were issued to exercise up to 9,058,333 warrants to purchase 9,058,333 common shares at $0.015, provided, however, that if the Company consummates an Uplist Offering on or before July 6, 2022 then the exercise price shall equal 110% of the offering price at which the Uplist Offering is made. The Company and the holder executed the securities purchase agreement in accordance with and in reliance upon the exemption from securities registration for offers and sales to accredited investors afforded, inter alia, by Rule 506 under Regulation D as promulgated by the SEC under the 1933 Act, and/or Section 4(a)(2) of the 1933 Act. Through September 30, 2023, Blue Lake exercised its right to convert $360,447 of principal, interest and penalties into 48,059,600 of common shares leaving a balance of $8,165 in principal and $0 of accrued interest as of September 30, 2023. See below regarding derivative securities in default.

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

On February 8, 2023, TPT Global Tech, Inc. and 1800 Diagonal Lending LLC entered into a $81,675 promissory note agreement (1800 Diagonal Note #2”). The 1800 Diagonal Note #2 has an original issue discount of 9%, or $7,425, and bears interest at 9%, 22% upon default, and is convertible into shares of the Company’s common stock only under default, as defined. Total of $81,675 plus and accrued interest is due February 8, 2024. A penalty on the principal balance has been accrued of $40,838 because of defaults of covenants on other financing arrangements. At any time following default, as defined, conversion rights exist at a discount rate of 25% of the lowest trading price for the Company’s common stock during the previous 10 trading days prior to conversion. 150,000,000 common shares of the Company have been reserved with the transfer agent for possible conversion under a default. Through September 30, 2023, 1800 Diagonal Lending LLC has exercised its right to convert $17,000 in principal or interest into 25,000,000 common shares leaving a balance of $105,513 in principal and $17,827 in accrued interest as of September 30, 2023. See below regarding derivative securities in default.

On February 9, 2023, TPT Global Tech, Inc. and FirstFire Global Opportunities Fund, LLC (“First Fire”) entered into a $330,000 promissory note agreement (Firstfire Note #2”). The FirstFire Note #2 has an original issue discount of 9%, or $30,000, and bears interest at 10%, 20% upon default, and is convertible into shares of the Company’s common stock only under default, as defined. $33,000 of interest is considered earned at the issue date. Total of $330,000 plus accrued interest is due February 8, 2024. A penalty on the principal balance has been accrued of $165,000 because of defaults of covenants on other financing arrangements. Conversion rights exist that at any time after issuance, the FirstFire Note #2 can be exchanged for shares of common stock at $.0012 per share. 350,000,000 common shares of the Company’s common stock have been reserved with the transfer agent for possible conversion. Through September 30, 2023, First Fire has exercised its right to convert $96,000 of principal or interest into 80,000,000 of common shares leaving a balance of $495,000 in principal and $74,250 in accrued interest as of September 30, 2023.

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

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

(3) On April 1, 2022, the Company entered into a Future Receivable Sale and Purchase Agreement (“Mr. Advance Agreement”) with Mr. Advance LLC (”Mr. Advance”). The balance to be purchased and sold is $411,000 for which the Company received $270,715, net of fees. Under the Mr. Advance Agreement, the Company is to pay $8,935 per week for 46 weeks at an effective interest rate of approximately 36% annually. The Company is in default with this Agreement for non-payment and is working to restructure its terms. The balance outstanding as of September 30, 2023 is $214,484, net of discounts and payments made.

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

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

(4) The Line of Credit originated with a bank and was secured by the personal assets of certain shareholders of Copperhead Digital. During 2016, the Line of Credit was assigned to the Copperhead Digital shareholders, who subsequent to the Copperhead Digital acquisition by TPTG became shareholders of TPTG, and the secured personal assets were used to pay off the bank. The Line of Credit bears a variable interest rate based on the 1 Month LIBOR plus 2.0%, 7.44% as of September 30, 2023, is payable monthly, and is secured by the assets of the Company. 1,000,000 shares of Common Stock of the Company have been reserved internally to accomplish raising the funds to pay off the Line of Credit. Since assignment of the Line of Credit to certain shareholders, which balance on the date of assignment was $2,597,790, those shareholders have loaned the Company $445,600 under the similar terms and conditions as the line of credit but most of which were also given stock options totaling $85,120 which expired as of December 31, 2019 (see Note 8) and was due, as amended, August 31, 2020. $300,461 of the principal balance was exchanged for 60,092 shares of Series E Preferred Stock in April 2022. See Note 8. The Company is in negotiations to refinance this Line of Credit.

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

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

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

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

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

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

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

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

See Lease financing arrangement in Note 8.

NOTE 6 -DERIVATIVE FINANCIAL INSTRUMENTS

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

The derivative liability as of September 30, 2023, in the amount of $4,203,788 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, 2023.

	Debt Derivative Liabilities
Balance, December 31, 2021	$	4,042,910
Change in derivative liabilities from new notes payable		622,518
Change in derivative liabilities from conversion of notes payable		(493,101	)
Change in fair value of derivative liabilities at end of period – derivative expense		650,071
Balance, December 31, 2022	$	4,822,398
Change in derivative liabilities from new notes payable		477,414
Change in derivative liabilities from conversion of notes payable		(728,143	)
Change in fair value of derivative liabilities at end of period – derivative expense (gain)		(367,881	)
Balance, September 30, 2023	$	4,203,788

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, 2023, the Company marked to market the fair value of the debt derivatives and determined a fair value of $4,203,788 ($4,093,369 from the convertible notes and $110,419 from warrants) in Note 5 (2) above. The Company recorded an expense from change in fair value of debt derivatives of $367,881 for the nine months ended September 30, 2023. The fair value of the embedded derivatives was determined using Monte Carlo simulation method based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 133.5% to 191.5%, (3) weighted average risk-free interest rate of 4.80% to 5.50% (4) expected life of 0.50 to 3.58 years, and (5) the quoted market price of $0.001 for the Company’s common stock.

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NOTE 7 - STOCKHOLDERS' DEFICIT

Preferred Stock

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

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

Series A Convertible Preferred Stock

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

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

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

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

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

Series B Convertible Preferred Stock

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

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

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

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

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

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

Series D Convertible Preferred Stock

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

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

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

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

Series E Convertible Preferred Stock

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

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

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As of September 30, 2023, there are 2,043,507 Series E Preferred shares outstanding. 2,043,507 were a result of exchanges of accounts payable, financing arrangements and lease agreements in 2022. In the prior year, the valuation of the Series E Shares was $6.53. In this case, the difference between the amount of accounts payable, financing arrangements and lease agreement balances of $10,987,307 or $2,356,794 was recorded as a loss on debt extinguishment for 2022.

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

Common Stock

As of September 30, 2023, we had authorized 4,500,000,000 shares of Common Stock, of which 1,882,579,354 common shares are issued and outstanding.

Common Stock Issued for Conversion of Debt

During the year ended December 31, 2022, the Company issued 333,871,496 common shares valued at $1,439,894 for $1,076,782 of principal, interest, penalties and fees and recorded a loss on extinguishment of $363,112. During the nine months ended September 30, 2023, the Company issued 571,848,487 common shares valued at $917,088 for $655,324 of principal, interest, penalties and fees and recorded a gain on extinguishment of $466,380. In addition, $728,143 of derivative liabilities were eliminated with these conversions.

Common Stock Issued for Services

On August 6, 2023, the Board granted 1,000,000 shares of common stock of the Company to a consultant for his consulting services rendered to the Company. The shares are to be considered fully vested upon grant and represent partial payment for past services rendered. These shares were recorded to expense at $1,100 for the nine months ended September 30, 2023.

On September 8, 2023, the Board of Directors granted 52,830,333 shares of common stock to Edward Cabrera, Eduardo Cabrera and Mawe Capital Management, LLC for a $75,000 fee in relation to raising capital. The shares are to be considered fully vested upon grant. The share numbers have been calculated based on the average 5-day price per share of TPTW common stock of $0.00144 to get 52,830,333 shares. The common shares will have piggyback rights and shall be registered in any filed registration form. If the average closing price during the five prior to Friday, September 30, 2023 is more than 50% of the five days prior to the signing of this agreement, then the cash difference from the $75,000 may be applied to reduce any Network 1 advisory fee (if there are any) for the NASDAQ listing process. These shares were recorded as expense at $85,628 for the nine months ended September 30, 2023.

Subscription Payable

As of September 30, 2023, the Company has recorded $40,435 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	3,000,000
Shares receivable under terminated acquisition agreement	(3,096,181	)
Net commitment	(96,181	)

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, 2023, 3,000,000 common shares have vested and $42,600 expensed.

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Effective November 1, 2017, the Company entered into an agreement to acquire Hollywood Rivera, LLC and HRS Mobile LLC (“HRS”). In March 2018, the HRS acquisition was rescinded and 3,096,181 shares of common stock which were issued as consideration are being returned by the recipients. As such, as of September 30, 2023 and 2022 the shares for the HRS transaction are reflected as subscriptions receivable based on their par value.

Warrants Issued with Convertible Promissory Notes

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

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

The warrants issued under these convertible promissory notes were considered derivative liabilities valued at $110,419 of the total $4,203,788 derivative liabilities as of December 31, 2022. See Note 5.

Common Stock Reservations

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

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

Agreement to Convert Debt

On July 31, 2023, the Company and Michael Murphy, shareholder and debt holder, entered into a Conversion Shares Purchase Agreement by which Mr. Murphy has agreed to an automatic conversion of his outstanding principal debt, as well as related accrued interest if elected by Mr. Murphy, into shares of the Company’s Series E Preferred Stock or an equity stock that subsequent to the agreement the Company may have issued to any party that has favorable terms to the Series E Preferred Stock, upon the Company’s intended uplist to a major exchange in conjunction with its capital raise through the capital markets. This principal amount is $2,397,329 as of September 30, 2023.

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, 2023, Quiklab 1 LLC, QuikLAB 2, LLC and QuikLAB 3, LLC have received an investment of $470,000, of which Stephen Thomas and Rick Eberhardt, CEO and COO of the Company, have invested $100,000 in QuikLAB 2, LLC. During the year ended December 31, 2021, one investor entered into an agreement at their request, to have their investment returned. $10,000 of this investment was returned with the remaining $60,000 being reclassified to accounts payable in the balance sheet as of September 30, 2023.

The third party investors and Mr. Thomas and Mr. Eberhart, will benefit from owning 20% of QuikLAB Mobile Laboratories specific to their investments. The Company owns the other 80% ownership in the QuickLAB Mobile Laboratories. The net loss attributed to the non-controlling interests from the QuikLAB Mobile Laboratories included in the statement of operations for the nine months ended September 30, 2023 and 2022 and is $12 and $13,925, respectively.

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Other Non-Controlling Interests

TPT Strategic, Air Fitness and TPT Asia are other non-controlling interests in which the Company owns 0%, 75%, and 78%, respectively. There is little activity in any of these entities. The net loss attributed to these non-controlling interests included in the statement of operations for the nine months ended September 30, 2023 and 2022 is $9,376 and $5,380, respectively.

As a result of the Agreement and Plan of Merger among TPT SpeedConnect and Asberry 22 Holdings, net income of 14% or $47,015 was accounting for as a noncontrolling interest in the statement of operations for the nine months ended September 30, 2023.

NOTE 8 - COMMITMENTS AND CONTINGENCIES

Accounts Payable and Accrued Expenses

Accounts payable:	2023		2022
Related parties (1)	$	1,186,459	$	831,502
General operating		5,511,334		5,395,422
Accrued interest on debt (2)		2,732,093		2,095,955
Credit card balances		152,217		167,517
Accrued payroll and other expenses		1,574,182		951,022
Taxes and fees payable		642,640		642,640
Total	$	11,798,925	$	10,084,058

_______________

	(1)	Relates to amounts due to management and members of the Board of Directors according to verbal and written agreements that have not been paid as of period end.
	(2)	Portion relating to related parties is $990,494 and $842,340 September 30, 2023 and December 31, 2022, respectively.

Operating lease obligations

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

As all the existing leases subject to the new lease standard were previously classified as operating leases by the Company, they were similarly classified as operating leases under the new standard. The Company has determined that the identified operating leases did not contain non-lease components and require no further allocation of the total lease cost. Additionally, the agreements in place did not contain information to determine the rate implicit in the leases, so we used our estimated incremental borrowing rate as the discount rate. Our weighted average discount rate is 10.0% and the weighted average lease term of 2.35 years.

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

As of September 30, 2023 and December 31, 2022, operating lease right-of-use assets arising from operating leases were $0 and $0, respectively. During the nine months ended September 30, 2023, cash paid for amounts included for the measurement of lease liabilities was $327,574 and the Company recorded lease expense in the amount of $617,916 in cost of sales.

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

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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, 2023.

2023	$	6,974,583
2024		797,193
2025		497,261
2026		147,486
2027		7,032
Thereafter		66,000
Total operating lease liabilities		8,489,555
Amount representing interest		(348,254	)
		8,141,301

Office lease used by CEO

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

Financing lease obligations

Future minimum lease payments are as follows:

2022	$	731,830
2023		—
2024		—
2025		—
2026		—
Thereafter		—
Total financing lease liabilities		731,830
Amount representing interest		—
Total future payments (1)	$	731,830

____________________

(1)

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

Other Commitments and Contingencies

Employment Agreements

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

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

Litigation

We have been named in a lawsuit by EMA Financial, LLC (“EMA”) for failing to comply with a Securities Purchase Agreement entered into in June 2019. More specifically, EMA claims the Company failed to honor notices of conversion, failed to establish and maintain share reserves, failed to register EMA shares and by failed to assure that EMA shares were Rule 144 eligible within 6 months. EMA has claimed in excess of $7,614,967 in relief. The Company has filed a motion in response for which EMA has filed a motion to dismiss. The Company does not believe at this time that any negative outcome would result in more than the $1,011,258 it has recorded on its balance sheet as of September 30, 2023.

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

We have been named in a lawsuit by a collection law firm on behalf of American Tower and related entities, against TPT Global Tech, Inc. The claim derives from an outstanding debt or unpaid tower lease payments. The Company believes it has several defenses to this claim and is in the process of communicating with opposing counsel for dismissal or negotiation of the claims which amounts to $2,891,886, including payment due for all future tower payments not yet incurred under various tower lease agreements. The Company has accounted for approximately $2,938,347 in payables and operating lease liabilities on its consolidated balance sheet as of September 30, 2023 for this liability. Management does not believe any negative outcome to this lawsuit would amount to more than this.

In total, lawsuits are being threatened or have been put forth by vendors in relation to tower lease payments in accordance with tower lease agreements that were entered into. The claims are currently being investigated or negotiated and the amount in controversy being claimed is approximately $3,827,169, which the Company has accounted for $4,533,770 in its consolidated balance sheet as of September 30, 2023.

We have been named in lawsuits by three merchant debt companies, Mr. Advance, CLOUDFUND and Fox Capital versus TPT SpeedConnect and TPT for non-payment under the debt agreements for which the companies received judgements in the case of Mr. Advance and CLOUDFUND or a filed lawsuit in case of Fox Capital against the TPT SpeedConnect and TPT. The judgements and filed lawsuit in case of Fox Capital totaled $595,105, including legal and other fees for which the Company had $619,531 recorded in Debt Financing Agreements of which $87,065 was remitted to Mr. Advance during the nine months ended September 30, 2023 leaving an accrued balance of $532,466 as of September 30, 2023. We are in negotiations with these companies to restructure payment and work out acceptable terms. Management believes it will not have to pay more than what it has recorded in accounts payable.

We have been named in a lawsuit by AHS Staffing, LLC against TPT MedTech, LLC claiming unpayment of $159,959 in billings for medical staffing services rendered by AHS Staffing, LLC on behalf of TPT MedTech. The Company believes it has defenses for a portion of the services rendered but has recorded a payable in accounts payable in the consolidated balance sheet of $120,967. Management does not believe that an unfavorable outcome will result in payment of more than is recorded in accounts payable.

The Company has been named in a lawsuit, Robert Serrett vs. TruCom, Inc., by a former employee who was terminated by management in 2016. The employee was working under an employment agreement but was terminated for breach of the agreement. The former employee is suing for breach of contract and is seeking around $75,000 in back pay and benefits. We learned that Mr. Serrett received a default judgement in Texas on May 15, 2018 for $70,650 plus $3,500 in attorney fees and 5% interest and court costs. However, he has made no attempt that we are aware of to obtain a sister state judgment in Arizona, where TruCom resides, or to try and enforce the judgement and collect. Management believes it has good and meritorious defenses and does not belief the outcome of the lawsuit will have any material effect on the financial position of the Company.

We are not currently involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect. We anticipate that we (including current and any future subsidiaries) will from time to time become subject to claims and legal proceedings arising in the ordinary course of business. It is not feasible to predict the outcome of any such proceedings and we cannot assure that their ultimate disposition will not have a materially adverse effect on our business, financial condition, cash flows or results of operations.

Customer Contingencies

The Company has collected $338,725 from one customer in excess of amounts due from that customer in accordance with the customer’s understanding of the appropriate billings activity. The customer has filed a written demand for repayment by the Company of these amounts. Management believes that the customer agreement allows them to keep the amounts under dispute. Given the dispute, the Company has reflected the amounts in dispute as a customer liability on the consolidated balance sheet as of September 30, 2023 and December 31, 2022.

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Stock Contingencies

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

Convertible Promissory Notes			6,750,885,442
Series A Preferred Stock (1)			28,788,595,385
Series B Preferred Stock			2,588,693
Series D Preferred Stock (2)			235,601,010
Series E Preferred Stock (3)			10,320,742,424
Stock Options and Warrants			129,116,666
			46,227,529,620

___________

	(1)	Holder of the Series A Preferred Stock which is Stephen J. Thomas, is guaranteed 60% of the then outstanding common stock upon conversion. The Company would have to authorize additional shares for this to occur as only 4,500,000,000 shares were authorized as of September 30, 2023.
	(2)	Holders of the Series D Preferred Stock may decide after 12 months to convert to common stock @ 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00. There is also an automatic conversion of the Series D Preferred Stock without consent of holders upon any national exchange listing approval and the registration effectiveness of common stock underlying the conversion rights. The automatic conversion to common from Series D Preferred shall be @ 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00.
	(3)	Holders of the Series E Preferred Stock may decide after 12 months to convert to common stock @ 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00. There is also an automatic conversion of the Series E Preferred Stock without consent of holders upon any national exchange listing approval and the registration effectiveness of common stock underlying the conversion rights. The automatic conversion to common from Series E Preferred shall be @ 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00.

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

NOTE 9 – RELATED PARTY ACTIVITY

Accounts Payable and Accrued Expenses

There are amounts outstanding due to related parties of the Company of $1,186,459 and $831,502, respectively, as of September 30, 2023, and December 31, 2022 related to amounts due to employees, management and members of the Board of Directors according to verbal and written agreements that have not been paid as of period end which are included in accounts payable and accrued expenses on the balance sheet. See Note 8.

Leases

See Note 8 for office lease used by CEO.

Note Payable and Commitments

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

Amounts Receivable – Related Party

As of September 30, 2023 and December 31, 2022, there are amounts due from management/shareholders of $0 and $265,273, respectively, included in amounts receivable – related party, receivable from Mark Rowen of Blue Collar.

Other Agreements

On April 17, 2018, the CEO of the Company, Stephen Thomas, signed an agreement with New Orbit Technologies, S.A.P.I. de C.V., a Mexican corporation, (“New Orbit”), majority owned and controlled by Stephen Thomas, related to a license agreement for the distribution of TPT licensed products, software and services related to Lion Phone and 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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NOTE 10 – SEGMENT REPORTING

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

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

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

2023
	TPT SpeedConnect			Blue Collar			TPT MedTech and QuikLabs			Corporate and other			Total
Revenue	$	800,617			79,063			—			43,571		$	923,251
Cost of revenue	$	(698,781	)		(3,642	)		—			(37,090	)	$	(739,513	)
Net income (loss)	$	(372,794	)		(72,359	)		(20	)		(187,625	)	$	(257,548	)
Depreciation and amortization	$	—			—			—
Derivative gain (expense)	$	—			—			—			(1,015,764	)	$	1,015,764
Gain (loss) on debt extinguishment	$	—			—			—			133,850			133,850
Interest expense	$	—			(2,592	)		—			(410,143	)	$	(412,735	)
Total assets	$	23,968			89,486			3,816			15,550		$	132,820

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
Gain 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

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

2023
	TPT SpeedConnect			Blue Collar			TPT MedTech and QuikLABS			Corporate and other			Total
Revenue	$	2,717,230			243,592			—			47,044		$	3,007,866
Cost of sales	$	(1,640,456	)		(82,281	)		—			(60,606	)	$	(1,783,343	)
Net income (loss)	$	335,823			(334,081	)		(1,625	)		(3,093,725	)	$	(3,093,608	)
Depreciation and amortization	$	—			—			—			(2,454	)	$	(2,454	)
Derivative gain	$	—			—			—			367,881		$	367,881
Gain on debt extinguishment	$	—			—			—			466,380		$	466,380
Interest expense	$	(42,355	)		(9,920	)		—			(1,288,137	)	$	(1,340,412	)
Total assets	$	23,968			89,486			3,816			15,550		$	132,820

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

NOTE 11 – DISCONTINUED OPERATIONS

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

Revenue and income (net loss) contributed by IST for the three months and nine months ended September 30, 2023 were $288,795 and $107,639 and $1,090,047 and $(557), respectively. As a result of the Settlement Agreement, revenues and expenses are disclosed net in the statement of operations as net loss from discontinued operations of $557. The Company also calculated the effects of the Settlement Agreement on recorded numbers and have recorded $126,101 in gains from disposal of discontinued operations for the nine months ended September 30, 2023.

Included in the calculation of net liabilities of discontinued operations and recorded as gain from disposal of discontinued operations for IST for the nine months ended September 30, 2023 are the following:

Assets of IST	$	633,095
Liabilities of IST		759,196
Net liabilities of IST recognized as gain on disposal of discontinued operations	$	126,101

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Asset and liabilities included in net liabilities of discontinued operations at December 31, 2022 are the following:

Assets of IST		$	616,263
Liabilities of IST		$	717,414

Net cash flows for the nine months ended September 30, 2023, for discontinued operations is the following.

Net loss	$	(557	)
Depreciation		91
Change in current assets and liabilities:
Accounts receivable		(23,362	)
Prepaid expenses and other		(27,519	)
Accounts payable		55,381
Net cash flows from operating activities of discontinued operations		4,034

Net cash used in financing activities of discontinued operations
Proceeds from notes receivable		8,455
Proceeds from bank overdraft		7,367
Advances on notes receivable – related party		(31,722	)
Payments on notes payable		(16,805	)
Net cash used for financing activities of discontinued operations		(32,705	)
Net change in cash of discontinued operations:		(28,671	)
Beginning cash balance		28,671
Ending cash balance		0

NOTE 12 – SUBSEQUENT EVENTS

Consulting Agreement

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

Acquisitions

Broadband

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

Tekmovil

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

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

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

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

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

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

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

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

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

GeoKall

On October 31, 2023, the Company entered into an Acquisition and Purchase Agreement with Geokall UK Ltd. (“Geokall”), a UK Limited Company, and its owners (“Sellers”) (altogether, the “Parties”) for all of the assets, liabilities, intellectual property, and technology of Geokall in exchange for 200,000 shares of TPT Series E Convertible Preferred Stock with a stated price of $5.00 per share. In addition, TPT agrees that upon a successful fund-raising event, TPT will provide Geokall with working capital in the amount up to $500,000. An audit based on SEC Standards of Geokall UK Ltd financial statements, including footnotes, must be obtained and the Parties agree that the purchase price may be subject to change based on the results of the audit. The closing may occur prior to the audit being completed if Parties agree.

Common Stock Issuances

Subsequent to September 30, 2023, FirstFire and 1800 Diagonal exercised their rights to convert $151,530 of principal amounts into 271,833,333 of shares of common stock.

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

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NOTE 13 - RESTATEMENT

The Company has restated its unaudited consolidated financial statements as of and for the three and nine months ended September 30, 2023 to correct for a misstatement relating to its acquisition of land. The Company entered into an agreement to acquire land per the Real estate Land Purchase and JV Real estate Development Partnership Agreement dated July 14, 2023. It was management’s understanding the due diligence was completed and that the Company could record the acquisition on its books and records as of this date. Subsequently, the Company learned of an undisclosed mortgage on the subject land that would have impaired the land and also discovered the inability to use as consideration its Series E Preferred Stock. Both parties on April 12, 2024 agreed to cancel the transaction.

The following tables reflect the impact of the restatement on the unaudited condensed consolidated balance sheet as of September 30, 2023, and the supplemental information related to the unaudited condensed consolidated statement of cash flows for the nine months ended September 30, 2023.

Balance Sheet:

	As Previously Reported		Effect of Restatement			As Restated
Property and equipment net	$	1,226,000	$	(1,226,000	)	$	—
Total non-current assets	$	1,279,195	$	(1,226,000	)	$	53,195
Convertible Preferred Series E	$	14,570,101	$	(1,226,000	)	$	13,344,101
Total mezzanine equity	$	59,475,908	$	(1,226,000	)	$	58,249,908

Statement of Cash Flows:

		As Previously Reported				Effect of Restatement				As Restated
Series E Stock issued for property acquisition		$	1,226,000			$	(1,226,000	)		$	—

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, 2023, we had an accumulated deficit totaling $109,549,957. This raises substantial doubts about our ability to continue as a going concern.

RESULTS OF OPERATIONS

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

During the three months ended September 30, 2023, we recognized total revenues of $923,251 compared to the prior period of $2,052,817. The decrease is largely attributable to the decrease in internet customers from attrition and the discontinuance of unprofitable operating locations, and from the decrease in Blue Collar’s revenue from the writers and actor’s strike.

Gross profit for the three months ended September 30, 2023 was $183,738 compared to $361,278 for the prior period. The decrease is largely attributable to decreases in revenue. Gross profit (loss) percentage is 20% in the current period is comparable to the 18% in the prior period. There is no amortization in the current period from operating lease assets because of prior year write offs.

During the three months ended September 30, 2023, we incurred $1,418,430 in operating expenses compared to $1,626,737 for the prior period. The decrease was in large part attributable to no depreciation and amortization in the current period as a result of impairments taken at the end of 2022. There were also decreases in payroll and professional fees from Blue Collar’s decreased activity from the writers and actor’s strike and fewer employees for TPT SpeedConnect offset by a provision for bad debt on TPT SpeedConnect receivables provided of approximately $370,000.

Derivative gains of $1,015,764 and $102,903 result from the accounting for derivative financial instruments during the three months ended September 30, 2023 and 2022, respectively.

The gain on debt extinguishment of $133,850 for the current period and $397,008 from the prior period results from the conversion of convertible debt to common stock and exchanges in the prior year of accounts payable, financing arrangements and lease agreement balances for Series E Preferred Stock.

Interest expense decreased for the three months ended September 30, 2023 compared to the prior period by $13,530. The two periods are comparable.

IST has been disclosed as discontinued operations. The $126,101 and $107,639 represent the gain on disposal of discontinued operations and the net gain from the discontinued operations for the quarter ended September 30, 2023 of IST.

During the three months ended September 30, 2023, we recognized a net loss of $491,288 from continuing operations versus $1,245,019 for the prior period. The difference mainly is activity in the prior period related to depreciation and amortization and decreases in margin and operating expenses explained above.

For the Nine Months Ended September 30, 2023 Compared to the Nine Months Ended September 30, 2022

During the nine months ended September 30, 2023, we recognized total revenues of $3,007,866 compared to the prior period of $6,145,465. The decrease is largely attributable to the decrease in internet customers from attrition and the discontinuance of unprofitable operating locations, and from the decrease in Blue Collar’s revenue for the writers and actor’s strike.

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Gross profit for the nine months ended September 30, 2023 was $1,224,523 compared to $1,651,536 for the prior period. The decrease is largely attributable to decreases in revenues for TPT SpeedConnect, TPT MedTech and Air Fitness. Gross profit percentage for the current period is 41% versus 27% for the prior period. There is no amortization in the current period from operating lease assets because of prior period write offs which helps improve margin percentage.

During the nine months ended September 30, 2023, we recognized $4,318,017 in operating expenses compared to $6,767,816 for the prior period. The decrease was in large part attributable to the research and development expense of $1,750,000 in the prior period from the acquisition of a software developed by a third party and decreases in depreciation and amortization resulting from impairments taken in the prior period offset by a provision for bad debt on TPT SpeedConnect receivables provided of approximately $370,000.

Derivative gains of $367,881 and $491,301 result from the accounting for derivative financial instruments during the nine months ended September 30, 2023 and 2022, respectively.

The gain of $466,380 for the period ended September 30, 2023 and the loss on debt extinguishment of $1,970,030 for the prior period ended September 30, 2022 result from the exchange of accounts payable, financing arrangements and lease agreement balances for Series E Preferred Stock.

Interest expense decreased for the nine months ended September 30, 2023 compared to the prior period by $3,365,136. The decrease comes largely from the amortization of debt discounts and default provisions on the Company’s derivative securities in the prior period.

IST has been disclosed as discontinued operations. The $126,101 and $(557) represent the gain on disposition of IST and the loss for the nine months ended September 30, 2023 from those operations.

During the nine months ended September 30, 2023, we incurred a net loss of $3,219,152 from continuing operations compared to $11,352,944 for the prior period. The difference was largely from the loss on extinguishment of accounts payable, financing arrangements and lease agreement balances, interest expense from amortization of debt discounts and default accounting for derivative securities and depreciation and amortization in the prior year versus the current period.

LIQUIDITY AND CAPITAL RESOURCES

Cash flows from financing activities were $382,505 and $(175,057) for the nine months ended September 30, 2023 and 2022, respectively. For the nine months ended September 30, 2023, these cash flows were generated from proceeds from convertible notes of $358,500 and other notes receivable - related parties of $139,931 offset by payment on convertible loans, advances and factoring agreements of $32,705 in cash used in discontinued operations. For the nine months ended September 30, 2022, cash flows were generated from proceeds from convertible notes, loans and advances of $1,256,187 offset by payment on convertible loans, advances and factoring agreements of $1,391,580 and payments on amounts payable – related parties of $39,664.

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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, 2023 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We have been named in a lawsuit by a collection law firm on behalf of American Tower and related entities, against TPT Global Tech, Inc. The claim derives from an outstanding debt or unpaid tower lease payments. The Company believes it has several defenses to this claim and is in the process of communicating with opposing counsel for dismissal or negotiation of the claims which amounts to $2,891,886, including payment due for all future tower payments not yet incurred under various tower lease agreements. The Company has accounted for approximately $2,938,347, in payables and operating lease liabilities on its consolidated balance sheet as of September 30, 2023 for this liability. Management does not believe any negative outcome to this lawsuit would amount to more than this.

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ITEM 1A. RISK FACTORS

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

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

Recent Sales of Unregistered Securities

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

2023 Conversions
	Date	Principal		Accrued Int & Fees		Share Amounts		Price Per Share
FirstFire	2/14/2023		60,000		—		50,000,000		0.0012
	2/27/2023		78,000		—		65,000,000		0.0012
	3/14/2023		78,000		—		65,000,000		0.0012
	7/24/23		96,000		—		80000000		0.0012
	11/8/2023		102,000		—		85,000,000		0.0012
			414,000		—		345,000,000

Cavalry Investment	1/30/2023		22,000				18,333,334		0.0012
	2/17/2023		27,000		—		22,500,000		0.0012
			49,000		—		40,833,334

Cavalry Fund I	1/30/2023		44,000				36,666,667		0.0012
	2/17/2023		54,000		—		45,000,000		0.0012
	3/8/2023		33,230		—		36,922,043		0.0009
			131,230		—		118,588,710

1800 Diagonal	1/4/2023		35,000				31,818,182		0.0011
	1/6/2023		40,000		—		36,363,636		0.0011
	1/17/2023		50,000		—		41,666,667		0.0012
	1/20/2023		21,094		—		17,577,958		0.0012
	8/10/23		17,000		—		25,000,000		0.0007
	10/31/23		14,000		—		93,333,333		0.00015
	11/7/23		35,530		—		93,500,000		0.00038
			212,624		—		339,259,776

Total Conversions 2023			806,854		—		843,681,820

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2022 Conversions
	Date	Principal		Accrued Int & Fees		Share Amounts		Price Per Share
FirstFire	9/15/2022		59,160		—		17,000,000		0.0035
	10/19/2022		61,875		—		50,000,000		0.0012
	12/14/2022		125,625		—		50,000,000		0.0025
			246,660		—		117,000,000

Talos	9/1/2022		271,750		28,925		40,090,000		0.0075
			271,750		28,925		40,090,000

Blue Lake	9/8/2022		263,585		96,863		48,059,600		0.0075
			263,585		96,863		48,059,600

Cavalry Investment	11/15/2022		18,000		—		15,000,000		0.0012
			18,000		—		15,000,000

Cavalry Fund I	10/25/2022		—		25,000		20,161,290		0.0012
	11/15/2022		36,000		—		30,000,000		0.0012
			36,000		—		50,161,290

1800 Diagonal	11/17/2022		25,000		—		20,833,333		0.0012
	12/22/2022		40,000		—		20,000,000		0.0020
	12/30/2022		25,000		—		22,727,273		0.0011
			90,000		—		63,560,606

Total Conversions 2022			925,995		147,288		333,871,496

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

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Exemption From Registration Claimed

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

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

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, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	TPT GLOBAL TECH, INC.
	(Registrant)

Dated: April 22, 2024	By:	/s/ Stephen J. Thomas, III
		Stephen J. Thomas, III
		(Chief Executive Officer, Principal Executive Officer)

Dated: April 22, 2024	By:	/s/ Gary L. Cook
		Gary L. Cook
		(Chief Financial Officer, Principal Accounting Officer)