Amended Annual Report (10-k/a)
June 20 2019 - 1:44PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No.1)
(Mark
One)
☒
|
ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year
ended
December 31,
2018
|
or
☐
|
TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the transition
period from ____________to _____________
|
333-222094
Commission file
number
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
Securities
registered pursuant to Section 12(b) of the
Act:
Title
of each class
|
Trading
Symbol(s)
|
Name
of each exchange on which registered
|
N/A
|
N/A
|
N/A
|
Securities
registered pursuant to Section 12(g) of the
Act:
Indicate by check mark
if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.
☐
Yes
☒
No
Indicate by check mark
if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.
☐
Yes
☒
No
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 preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90
days.
☒
Yes No
☐
Indicate by check mark
whether the registrant has submitted electronically every
Interactive Data File required to be submitted pursuant to Rule 405
of Regulation S-T (§ 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
⌧
Yes
☐
No
Indicate by check mark
if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of
registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.
⌧
Indicate by check
mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller
reporting 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 pursuant to Section
13(a) of the Exchange Act.
☐
Indicate by check
mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act).
☐
Yes
☒
No
The aggregate
market value of our common shares of voting stock held by
non-affiliates of our Company at December 31, 2018, computed by
reference to the price at which the common equity was last sold
($0.177), as of the last business day of the registrant’s
most recently completed fiscal quarter (June 30, 2018), was
$11,311,922.
As of April 4,
2019, there were 136,953,904 common shares, $0.001 par value,
issued and outstanding.
Explanatory Note
The
purpose of the Amendment No. 1 on Form 10–K/A to TPT Global
Tech, Inc.'s annual report of Form 10–K for the period ended
December 31, 2018, filed with the Securities and Exchange
Commission on April 11, 2019 (the “Form 10–K”),
is solely to furnish Exhibit 101 to the Form 10–K in
accordance with Rule 405 of Regulation
S–T.
No
other changes have been made to the Form 10–K. This Amendment
No. 1 speaks as of the original filing date of the Form 10–K,
does not reflect events that may have occurred subsequent to the
original filing date and does not modify or update in any way
disclosures made in the original Form
10–K.
PART IV
Item 15.
Exhibits, Financial Statement Schedules.
The following
exhibits are incorporated into this Form 10-K Annual
Report:
Exhibit Numbe
r
|
Description
|
|
3.1
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|
(1)
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3.2
|
|
(1)
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3.3
|
|
(1)
|
3.4
|
|
(1)
|
3.5
|
|
(1)
|
3.6
|
|
(1)
|
3.7
|
|
(1)
|
3.8
|
|
3.9
|
|
(1)
|
3.10
|
|
(1)
|
3.11
|
|
(1)
|
3.12
|
|
(1)
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3.13
|
|
(1)
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3.14
|
|
(1)
|
3.15
|
|
(1)
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3.16
|
|
(1)
|
3.17
|
|
(1)
|
3.18
|
|
(1)
|
3.19
|
|
(1)
|
3.20
|
|
(1)
|
3.21
|
|
(1)
|
4.1
|
|
(1)
|
4.2
|
|
(1)
|
4.3
|
|
(1)
|
4.4
|
|
(1)
|
4.5
|
|
(1)
|
4.6
|
|
(1)
|
4.7
|
|
(2)
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4.8
|
|
(2)
|
4.9
|
|
(3)
|
4.10
|
|
(3)
|
4.11
|
|
(3)
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10.1
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|
(1)
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10.2
|
|
(1)
|
10.3
|
|
(1)
|
10.4
|
|
(1)
|
10.5
|
|
(1)
|
10.6
|
|
(1)
|
10.7
|
|
(1)
|
10.8
|
|
(1)
|
10.9
|
|
(1)
|
10.10
|
|
(1)
|
10.11
|
|
(1)
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10.12
|
|
(1)
|
10.13
|
|
(1)
|
10.14
|
|
(1)
|
10.15
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|
(2
)
|
10.16
|
|
(2)
|
10.17
|
|
(3)
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10.18
|
|
(3)
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10.19
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|
(3)
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10.20
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|
(3)
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10.21
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|
(3)
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10.22
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|
(3)
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10.23
|
|
(4)
|
10.24
|
|
(4)
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10.25
|
|
(5)
|
10.26
|
|
(6)
|
10.27
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|
(6)
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10.28
|
|
(6)
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10.29
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|
(7)
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|
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21.1
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|
(4)
|
|
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31.1
|
|
Filed
Herewith
|
31.2
|
|
Filed
Herewith
|
32.1
|
|
Filed
Herewith
|
32.2
|
|
Filed
Herewith
|
|
|
|
99.1
|
|
(1)
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99.2
|
|
(1)
|
101
|
The following
materials from TPT Global Tech, Inc. Form 10-K for the year ended
December 31, 2018, formatted in Extensible Business Reporting
Language (XBRL): (i) Balance Sheets at December 31, 2018 and 2017,
(ii) Statements of Operations for the years ended December 31, 2018
and 2017, (iii) Statements of Changes in Stockholders’ Equity
for the years ended December 31, 2018 and 2017, (iv) Statements of
Cash Flows for the years ended December 31, 2018 and 2017 and (v)
Notes to the Financial Statements.*
|
|
*
|
Pursuant to Rule
406T of Regulation S-T, the Interactive Data Files in Exhibit 101
hereto are deemed not filed or part of a registration statement or
prospectus for purposes of Sections 11 or 12 of the Securities Act
of 1933, as amended, are deemed not filed for purposes of Section
18 of the Securities Exchange Act of 1934, as amended, and
otherwise are not subject to liability under those
sections.
|
(1) Incorporated by
reference from the exhibits included in the Company’s
Registration Statement on Form S-1 dated December 15,
2017.
(2) Incorporated by
reference from the exhibits included in the Company’s
Registration Statement on Form S-1/A dated February 23,
2018.
(3) Incorporated by
reference from the exhibits included in the Company’s
Registration Statement on Form S-1/A dated October 1,
2018.
(4) Incorporated by
reference from the exhibits included in the Company’s
Registration Statement on Form S-1/A dated November 5,
2018.
(5) Incorporated by
reference from the exhibits included in the Company’s Form
8-K dated March 19, 2019.
(6) Incorporated by
reference from the exhibits included in the Company’s Form
8-K dated March 25, 2019.
(7) Incorporated by
reference from the exhibits included in the Company’s Form
8-K dated April 3, 2019.
Pursuant to the
requirements of Section 13 or 15(d) of the Securities and 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.
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/s/ Stephen J.
Thomas, III
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June
20, 2019
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Stephen J. Thomas,
III
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(Chief Executive
Officer/Principal Executive Officer)
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/s/ Gary L.
Cook
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June
20, 2019
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Gary L.
Cook
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(Chief Financial
Officer/Principal Accounting Officer)
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Pursuant to the
requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates
indicated.
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/s/ Stephen J.
Thomas, III
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June
20, 2019
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Stephen J. Thomas,
III, Director
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/s/ Richard
Eberhardt
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June
20, 2019
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Richard Eberhardt,
Director
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/s/ Arkady
Shkolnik
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June
20, 2019
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Arkady Shkolnik,
Director
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/s/ Reginald
Thomas
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June
20, 2019
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Reginald Thomas,
Director
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