As filed with the Securities and Exchange Commission on December 10, 2019
 
Registration No. 333-222094
==============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-1
 
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
 
TPT GLOBAL TECH, INC.
(Exact name of registrant as specified in its charter)
 
FLORIDA
(State or jurisdiction of incorporation or
organization)
4899
(Primary Standard Industrial
Classification Code Number)
81-3903357
(I.R.S. Employer
Identification No.)
 
501 West Broadway, Suite 800, San Diego, CA 92101/ Phone (619) 301-4200
(Address and telephone number of principal executive offices)
 
Stephen Thomas, Chief Executive Officer
501 West Broadway, Suite 800, San Diego, CA 92101/ Phone (619) 301-4200
(Name, address and telephone number of agent for service)
 
COPIES OF ALL COMMUNICATIONS TO:
Michael A. Littman, Attorney at Law
P.O. Box 1839, Arvada, CO 80001 / phone (720) 530-6184
 
Approximate date of commencement of proposed sale to the public: As soon as possible after this Registration Statement becomes effective.
 
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [X]
 
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
 
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
 
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
 
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
(Do not check if a smaller reporting company)
[___]
 
Smaller reporting company
[_X_]
 
 
 
Emerging growth company
[_X_]
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. [ x ]
 
 
 
 
 
 
CALCULATION OF REGISTRATION FEE
 
 
Title of Each Class of Securities To Be Registered
 
Amount To Be Registered
 
 
Proposed Maximum Offering Price Per Share
 
 
Proposed Maximum Aggregate Offering Price(1)
 
 
Amount of Registration Fee
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common Stock by Selling Shareholders
  37,361,010 
 $0.014 
 $523,054.14 
 $67.89(2)
 
    
    
    
    
 
 
(1)
Estimated solely for the purpose of computing the registration fee pursuant to Rule 457(o) under the Securities Act of 1933 ("the Securities Act") based on the average of the 5-day average of the closing price of the common stock on  February 7, 2019 as reported on the OTC Market QB.
 
 
(2)
$763.68 was paid with original S-1 filing.
 
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
 
 
EXPLANATORY NOTE
 
This Post-Effective Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-222094) (the “Registration Statement”) of TPT Global, Inc. (“TPT”), as originally declared effective by the Securities and Exchange Commission (the “SEC”) on February 13, 2019, is being filed pursuant to the undertakings in Item 17 of the Registration Statement to (i) include the information contained in TPT’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, that was filed with the SEC on April 11, 2019, (ii) include the information contained in TPT’s Quarterly Report on Form 10-Q for the period ended September 30, 2019, that was filed with the SEC on November 19, 2019 and (iii) update certain other information in the Registration Statement.
 
The information included in this filing amends this Registration Statement and the prospectus contained therein. No additional securities are being registered under this Post-Effective Amendment No. 1. All applicable registration fees were paid at the time of the original filing of the Registration Statement.
 

 
ii
 
 
 
 
 
(Subject to Completion)
PROSPECTUS
 
TPT GLOBAL TECH, INC.
 
37,361,010 shares of common stock of selling shareholders
 
We are registering securities listed for sale on behalf of selling shareholders: 37,361,010 shares of common stock.
 
We will not receive any proceeds from sales of shares by selling shareholders.
 
Our selling shareholders plan to sell common shares at market prices for so long as our Company is quoted on OTCQB and as the market may dictate from time to time. There is a limited market for the common stock, which has been trading on the OTCQB (“TPTW”) at $0.014 in the past 5 days.
 
Title
Price Per Share
Common Stock
$0.014*
 
*Five-day average market price
 
Our security holders may sell their securities on the OTCQB at market prices or at any price in privately negotiated transactions.
 
This offering involves a high degree of risk; see "RISK FACTORS" beginning on page 6 to read about factors you should consider before buying shares of the common stock.
 
These securities have not been approved or disapproved by the Securities and Exchange Commission (the “SEC”) or any state or provincial securities commission, nor has the SEC or any state or provincial securities commission passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
  
This offering will be on a delayed and continuous basis only for sales of selling shareholders shares. The selling shareholders are not paying any of the offering expenses and we will not receive any of the proceeds from the sale of the shares by the selling shareholders. (See “Description of Securities – Shares”).
 
The information in this prospectus is not complete and may be changed. We may not sell these securities until the date that the registration statement relating to these securities, which has been filed with the Securities and Exchange Commission, becomes effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
 
The date of this Prospectus is December 10, 2019.
 
iii
 
 
 
 
 
TABLE OF CONTENTS

PART I -  INFORMATION REQUIRED IN PROSPECTUS  
Page No.
ITEM 1.
Front of Registration Statement and Outside Front Cover Page of Prospectus
 
ITEM 2.
Prospectus Cover Page
 
ITEM 3.
Prospectus Summary Information, Risk Factors and Ratio of Earnings to Fixed Charges
3
ITEM 4.
Use of Proceeds
23
ITEM 5.
Determination of Offering Price
24
ITEM 6.
Dilution
24
ITEM 7.
Selling Security Holders
24
ITEM 8.
Plan of Distribution
29
ITEM 9.
Description of Securities
29
ITEM 10.
Interest of Named Experts and Counsel
31
ITEM 11.
Information with Respect to the Registrant
31
 
a. Description of Business
31
 
b. Description of Property
57
 
c. Legal Proceedings
57
 
d. Market for Common Equity and Related Stockholder Matters
58
 
e. Financial Statements    
59
 
f. Selected Financial Data
61
 
g. Supplementary Financial Information
61
 
h. Management’s Discussion and Analysis of Financial Condition and Results of Operations
61
 
i. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure
71
 
j. Quantitative and Qualitative Disclosures About Market Risk
71
 
k. Directors and Executive Officers
71
 
l. Executive and Directors Compensation
74
 
m. Security Ownership of Certain Beneficial Owners and Management
79
 
n. Certain Relationships, Related Transactions, Promoters And Control Persons
80
ITEM 11 A.
Material Changes
82
ITEM 12.
Incorporation of Certain Information by Reference
82
ITEM 12 A.
Disclosure of Commission Position on Indemnification for Securities Act Liabilities
82
PART II – INFORMATION NOT REQUIRED IN PROSPECTUS  
 
ITEM 13.
Other Expenses of Issuance and Distribution
82
ITEM 14.
Indemnification of Directors and Officers
82
ITEM 15.
Recent Sales of Unregistered Securities
83
ITEM 16.
Exhibits and Financial Statement Schedules
83
ITEM 17.
Undertakings
86
 
Signatures
87
 
 
 
 
 
ITEM 3. PROSPECTUS SUMMARY INFORMATION, RISK FACTORS AND RATIO OF EARNINGS TO FIXED CHARGES
 
Our Company
 
TPT Global Tech, Inc. (“We”, “us”, “our” “TPT”or “TPT Global”), is incorporated in the State of Florida with operations located in San Diego, California, providing complete, communication and data services and products to small to mid-sized organizations (“SMB”).
 
CORPORATE HISTORY
 
COMPANY OVERVIEW
 
We were 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. and Ally Pharma changed its name to TPT Global Tech, Inc. In 2014, we acquired all the assets of K Telecom and Wireless LLC (“K Telecom”) and Global Telecom International, LLC (“Global Telecom”). Effective January 31, 2015, we completed our acquisition of 100% of the outstanding stock of Copperhead Digital Holdings, Inc. (“Copperhead Digital”) and Subsidiaries, TruCom, LLC (“TruCom”), Nevada Utilities, Inc. (“Nevada Utilities”) and CityNet Arizona, LLC (“CityNet”). In October 2015, we acquired the assets of both Port2Port, Inc. (“Port2Port”) and Digithrive, Inc. (“Digithrive”). Effective September 30, 2016, we acquired 100% ownership in San Diego Media, Inc. (“SDM”). In December 2016, we acquired the Lion Phone technology. In October and November 2017, we entered into agreements to acquire Blue Collar, Inc. (“Blue Collar”), and certain assets of Matrixsites, Inc. (“Matrixsites”) which we have completed. On May 7, 2019 we completed the acquisition of a majority of the assets of SpeedConnect, LLC, which assets were conveyed into our wholly owned subsidiary TPT SpeedConnect, LLC (“TPT SC” or “TPT SpeedConnect”) which was formed on April 16, 2019.
 
We are based in San Diego, California, and operate as a Media Content Hub for Domestic and International syndication Technology/Telecommunications company operating on our own proprietary Global Digital Media TV and Telecommunications infrastructure platform and also provides 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.
 
We anticipate needing an estimated $45,000,000 in capital to continue our business operations and expansion. We do not have committed sources for these additional funds and will need to be obtained through debt or equity placements or a combination of those. As part of this $45,000,000, we will need to pay a total of $3,350,000 in Seller loans by February 2020 for prior acquisitions and approximately $7,800,000 in debt repayments. The remainder is to be used for equipment purchases and working capital.  We are in negotiations for certain sources to provide funding but at this time do not have a committed source of these funds.
 
Our executive offices are located at 501 West Broadway, Suite 800, San Diego, CA 92101 and the telephone number is (619) 400-4996. We maintain a website at www.tptglobaltech.com, and such website is not incorporated into or a part of this filing.
 
IMPLICATIONS OF BEING AN EMERGING GROWTH COMPANY
 
As a company with less than $1.0 billion of revenue during our last fiscal year, we qualify as an emerging growth company as defined in the JOBS Act, and we may remain an emerging growth company for up to five years from the date of the first sale in this offering. However, if certain events occur prior to the end of such five-year period, including if we become a large accelerated filer, our annual gross revenue exceeds $1.0 billion, or we issue more than $1.0 billion of non-convertible debt in any three-year period, we will cease to be an emerging growth company prior to the end of such five-year period. For so long as we remain an emerging growth company, we are permitted and intend to rely on exemptions from certain disclosure and other requirements that are applicable to other public companies that are not emerging growth companies. In particular, in this prospectus, we have provided only two years of audited financial statements and have not included all of the executive compensation related information that would be required if we were not an emerging growth company. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold equity interests. However, we have irrevocably elected not to avail ourselves of the extended transition period for complying with new or revised accounting standards, and, therefore, we will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.
 
 
 
3
 
 
Summary of Financial Information
 
The following tables set forth, for the periods and as of the dates indicated, our summary financial data. The statements of operations for the nine months ended September 30, 2019, and the balance sheet data as of September 30, 2019 are derived from our unaudited condensed consolidated financial statements. The unaudited financial statements include, in the opinion of management, all adjustments consisting of only normal recurring adjustments, that management considers necessary for the fair presentation of the financial information set forth in those statements. You should read the following information together with the more detailed information contained in “Selected Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes included elsewhere in this prospectus. Our historical results are not indicative of the results to be expected in the future and results of interim periods are not necessarily indicative of results for the entire year. The statements of operations for the years ended December 31, 2018 and 2017, and balance sheet data as of December 31, 2018, are derived from our audited financial statements included elsewhere in this prospectus. You should read the following information together with the more detailed information contained in “Selected Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes included elsewhere in this prospectus. Our historical results are not indicative of the results to be expected in the future.
 
 
 
September 30,
 
 
December 31,
 
 
 
2019
 
 
2018
 
 
2017
 
 
 
(Unaudited)
 
 
(Audited)
 
 
(Audited)
 
Total Assets
 $16,990,445 
 $10,821,717 
 $8,773,288 
Current Liabilities
 $27,747,088 
 $16,144,015 
 $11,626,688 
Long-term Liabilities
 $3,106,192 
 $604,200 
 $64,819 
Stockholders’ Equity (Deficit)
 $(13,892,835)
 $(5,926,498)
 $(2,918,219)
 
 
 
Nine Months Ended
 
 
Years Ended
 
 
 
September 30,
2019
(Unaudited)
 
 
December 31, 2018
(Audited)
 
 
December 31, 2017
(Audited)
 
Revenues
 $6,207,431 
 $937,069 
 $2,115,160 
Net Loss
 $(8,538,360)
 $(5,377,489)
 $(3,807,401)
 
    
    
    
 
At September 30, 2019, the accumulated deficit was $27,341,287. At December 31, 2018, the accumulated deficit was $18,802,928. At December 31, 2017, the accumulated deficit was $13,425,439. We anticipate that we will operate in a deficit position and continue to sustain net losses for the foreseeable future.
 
 
 
4
 
 
CORPORATE ORGANIZATION CHART
 
 
The Offering
 
We are registering 37,361,010 shares for sale on behalf of selling shareholders.
 
Our common stock, only, will be transferable immediately upon the effectiveness of the Registration Statement. (See “Description of Securities”)
 
Common shares outstanding before this offering November 25, 2019
  145,236,483 
Maximum common shares being offered by our existing selling shareholders
  37,361,010 
Maximum common shares outstanding after this offering
  145,236,483 
 
    
 
We are authorized to issue 1,000,000,000 shares of common stock with a par value of $0.001 and 100,000,000 shares of preferred stock. Our current shareholders, officers and directors collectively own 145,236,483 shares of restricted common stock as of November 25, 2019. Our shares being registered were issued in the following amounts and at the following prices:
 
Number of Shares
Original Consideration
Issue Price Per Share
4,000,000
Founders Services
$0.001
7,273,927
Asset Acquisition
$0.10 to $0.81
2,983,380
Conversion of Payables and
Convertible Promissory Notes
$0.20 to $0.50
8,303,496
Private Placement
$0.10 to $0.50
8,126,649
Services
$0.10 to $0.77
1,967,192
Prior Ally Pharma
$0.001
4,706,366
Gifts to Family
$0.001
 
 
 
5
 
 
Currently there is a limited public trading market for our stock on OTCQB under the symbol “TPTW.”
 
Forward Looking Statements
 
This prospectus contains various forward-looking statements that are based on our beliefs as well as assumptions made by and information currently available to us. When used in this prospectus, the words "believe", "expect", "anticipate", "estimate" and similar expressions are intended to identify forward-looking statements. These statements may include statements regarding seeking business opportunities, payment of operating expenses, and the like, and are subject to certain risks, uncertainties and assumptions which could cause actual results to differ materially from projections or estimates. Factors which could cause actual results to differ materially are discussed at length under the heading "Risk Factors". Should one or more of the enumerated risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. Investors should not place undue reliance on forward-looking statements, all of which speak only as of the date made.
 
RISK FACTORS RELATED TO OUR BUSINESS
 
Many of our competitors are better established and have resources significantly greater than we have, which may make it difficult to attract and retain subscribers.
 
We will compete with other providers of telephony service, many of which have substantially greater financial, technical and marketing resources, larger customer bases, longer operating histories, greater name recognition and more established relationships in the industry. In addition, a number of these competitors may combine or form strategic partnerships. As a result, our competitors may be able to offer, or bring to market earlier, products and services that are superior to our own in terms of features, quality, pricing or other factors. Our failure to compete successfully with any of these companies would have a material adverse effect on our business and the trading price of our common stock.
 
The market for broadband and VoIP services is highly competitive, and we compete with several other companies within a single market:
 
 
 
 
cable operators offering high-speed Internet connectivity services and voice communications;
 
incumbent and competitive local exchange carriers providing DSL services over their existing wide, metropolitan and local area networks;
 
3G cellular, PCS and other wireless providers offering wireless broadband services and capabilities, including developments in existing cellular and PCS technology that may increase network speeds or have other advantages over our services;
 
internet service providers offering dial-up Internet connectivity;
 
municipalities and other entities operating free or subsidized WiFi networks;
 
providers of VoIP telephony services;
 
wireless Internet service providers using licensed or unlicensed spectrum;
 
satellite and fixed wireless service providers offering or developing broadband Internet connectivity and VoIP telephony;
 
electric utilities and other providers offering or planning to offer broadband Internet connectivity over power lines; and
 
resellers providing wireless Internet service by “piggy-backing” on DSL or WiFi networks operated by others.
         
Moreover, we expect other existing and prospective competitors, particularly if our services are successful; to adopt technologies or business plans similar to ours or seek other means to develop a product competitive with our services. Many of our competitors are well-established and have larger and better developed networks and systems, longer-standing relationships with customers and suppliers, greater name recognition and greater financial, technical and marketing resources than we have. These competitors can often subsidize competing services with revenues from other sources, such as advertising, and thus may offer their products and services at lower prices than ours. These or other competitors may also reduce the prices of their services significantly or may offer broadband connectivity packaged with other products or services. We may not be able to reduce our prices or otherwise alter our services correspondingly, which would make it more difficult to attract and retain subscribers.
 
Our Acquisitions could result in operating difficulties, dilution and distractions from our core business.
 
We have evaluated, and expect to continue to evaluate, potential strategic transactions, including larger acquisitions. The process of acquiring and integrating a company, business or technology is risky, may require a disproportionate amount of our management or financial resources and may create unforeseen operating difficulties or expenditures, including:
 
 
 
6
 
 
 
difficulties in integrating acquired technologies and operations into our business while maintaining uniform standards, controls, policies and procedures;
 
increasing cost and complexity of assuring the implementation and maintenance of adequate internal control and disclosure controls and procedures, and of obtaining the reports and attestations that are required of a company filing reports under the Securities Exchange Act;
 
difficulties in consolidating and preparing our financial statements due to poor accounting records, weak financial controls and, in some cases, procedures at acquired entities based on accounting principles not generally accepted in the United States, particularly those entities in which we lack control; and
 
the inability to predict or anticipate market developments and capital commitments relating to the acquired company, business or technology.
         
Acquisitions of and joint ventures with companies organized outside the United States often involve additional risks, including:
 
 
 
 
difficulties, as a result of distance, language or culture differences, in developing, staffing and managing foreign operations;
 
lack of control over our joint ventures and other business relationships;
 
currency exchange rate fluctuations;
 
longer payment cycles;
 
credit risk and higher levels of payment fraud;
 
foreign exchange controls that might limit our control over, or prevent us from repatriating, cash generated outside the United States;
 
potentially adverse tax consequences;
 
expropriation or nationalization of assets;
 
differences in regulatory requirements that may make it difficult to offer all of our services;
 
unexpected changes in regulatory requirements;
 
trade barriers and import and export restrictions; and
 
political or social unrest and economic instability.
      
The anticipated benefit of any of our acquisitions or investments may never materialize. Future investments, acquisitions or dispositions could result in potentially dilutive issuances of our equity securities, the incurrence of debt, contingent liabilities or amortization expenses, or write-offs of goodwill, any of which could harm our financial condition. Future investments and acquisitions may require us to obtain additional equity or debt financing, which may not be available on favorable terms, or at all.
 
Our substantial indebtedness and our current default status and any restrictive debt covenants could limit our financing options and liquidity position and may limit our ability to grow our business.
 
Our indebtedness could have important consequences to the holders of our common stock, such as:
 
 
 
 
we may not be able to obtain additional financing to fund working capital, operating losses, capital expenditures or acquisitions on terms acceptable to us or at all;
 
we may be unable to refinance our indebtedness on terms acceptable to us or at all;
 
if substantial indebtedness continues it could make us more vulnerable to economic downturns and limit our ability to withstand competitive pressures; and
 
cash flows from operations are currently negative and may continue to be so, and our remaining cash, if any, may be insufficient to operate our business.
 
paying dividends to our stockholders;
 
incurring, or cause certain of our subsidiaries to incur, additional indebtedness;
 
permitting liens on or conduct sales of any assets pledged as collateral;
 
selling all or substantially all of our assets or consolidate or merge with or into other companies;
 
repaying existing indebtedness; and
 
engaging in transactions with affiliates.
        
As of September 30, 2019, the total debt or financing arrangements was $13,694,015, of which $91,618 or less than 1% of total current liabilities is past due. As of September 30, 2019, financing lease arrangements are in the amount of $550,450, of which $101,815 is in default. Our inability to renegotiate our indebtedness may cause lien holders to obtain possession of a good portion of our assets which would significantly alter our ability to generate revenues and obtain any additional financing.  There are some of our derivative financial instruments which are being accounting for as in default.  These represent $4,708,524 or 15% of total liabilities as of September 30, 2019.
 
 
 
7
 
 
We may experience difficulties in constructing, upgrading and maintaining our network, which could adversely affect customer satisfaction, increase subscriber turnover and reduce our revenues.
 
Our success depends on developing and providing products and services that give subscribers a high quality Internet connectivity and VoIP experience. If the number of subscribers using our network and the complexity of our products and services increase, we will require more infrastructure and network resources to maintain the quality of our services. Consequently, we expect to make substantial investments to construct and improve our facilities and equipment and to upgrade our technology and network infrastructure. If we do not implement these developments successfully, or if we experience inefficiencies, operational failures or unforeseen costs during implementation, the quality of our products and services could decline.
 
We may experience quality deficiencies, cost overruns and delays on construction, maintenance and upgrade projects, including the portions of those projects not within our control or the control of our contractors. The construction of our network requires the receipt of permits and approvals from numerous governmental bodies, including municipalities and zoning boards. Such bodies often limit the expansion of transmission towers and other construction necessary for our business. Failure to receive approvals in a timely fashion can delay system rollouts and raise the cost of completing construction projects. In addition, we typically are required to obtain rights from land, building and tower owners to install our antennas and other equipment to provide service to our subscribers. We may not be able to obtain, on terms acceptable to us, or at all, the rights necessary to construct our network and expand our services.
 
We also face challenges in managing and operating our network. These challenges include operating, maintaining and upgrading network and customer premises equipment to accommodate increased traffic or technological advances, and managing the sales, advertising, customer support, billing and collection functions of our business while providing reliable network service at expected speeds and VoIP telephony at expected levels of quality. Our failure in any of these areas could adversely affect customer satisfaction, increase subscriber turnover, increase our costs, decrease our revenues and otherwise have a material adverse effect on our business, prospects, financial condition and results of operations.
 
If we do not obtain and maintain rights to use licensed spectrum in one or more markets, we may be unable to operate in these markets, which could adversely affect our ability to execute our business strategy.
 
Even though we have established license agreements, growth requires that we plan to provide our services obtaining additional licensed spectrum both in the United States and internationally, we depend on our ability to acquire and maintain sufficient rights to use licensed spectrum by obtaining our own licenses or long-term spectrum leases, in each of the markets in which we operate or intend to operate. Licensing is the short-term solution to obtaining the necessary spectrum as building out spectrum is a long and difficult process that can be costly and require a disproportionate amount of our management resources. We may not be able to acquire, lease or maintain the spectrum necessary to execute our business strategy.       
 
Using licensed spectrum, whether owned or leased, poses additional risks to us, including:
 
 
 
 
 
inability to satisfy build-out or service deployment requirements upon which our spectrum licenses or leases are, or may be, conditioned;
 
increases in spectrum acquisition costs;
 
adverse changes to regulations governing our spectrum rights;
 
the risk that spectrum we have acquired or leased will not be commercially usable or free of harmful interference from licensed or unlicensed operators in our or adjacent bands;
 
with respect to spectrum we will lease in the United States, contractual disputes with or the bankruptcy or other reorganization of the license holders, which could adversely affect our control over the spectrum subject to such license;
 
failure of the FCC or other regulators to renew our spectrum licenses as they expire; and
 
invalidation of our authorization to use all or a significant portion of our spectrum, resulting in, among other things, impairment charges related to assets recorded for such spectrum.
    
 
 
8
 
 
If we fail to establish and maintain an effective system of internal control, we may not be able to report our financial results accurately or to prevent fraud. Any inability to report and file our financial results accurately and timely could harm our business and adversely impact the trading price of our common stock.
 
Effective internal control is necessary for us to provide reliable financial reports and prevent fraud. If we cannot provide reliable financial reports or prevent fraud, we may not be able to manage our business as effectively as we would if an effective control environment existed, and our business, brand and reputation with investors may be harmed.
 
In addition, reporting a material weakness may negatively impact investors’ perception of us. We have allocated, and will continue to allocate, significant additional resources to remedy any deficiencies in our internal control. There can be no assurances that our remedial measures will be successful in curing the any material weakness or that other significant deficiencies or material weaknesses will not arise in the future.
 
Interruption or failure of our information technology and communications systems could impair our ability to provide our products and services, which could damage our reputation and harm our operating results.
 
We have experienced service interruptions in some markets in the past and may experience service interruptions or system failures in the future. Any unscheduled service interruption adversely affects our ability to operate our business and could result in an immediate loss of revenues. If we experience frequent or persistent system or network failures, our reputation and brand could be permanently harmed. We may make significant capital expenditures to increase the reliability of our systems, but these capital expenditures may not achieve the results we expect.
 
Our products and services depend on the continuing operation of our information technology and communications systems. Any damage to or failure of our systems could result in interruptions in our service. Interruptions in our service could reduce our revenues and profits, and our brand could be damaged if people believe our network is unreliable. Our systems are vulnerable to damage or interruption from earthquakes, terrorist attacks, floods, fires, power loss, telecommunications failures, computer viruses, computer denial of service attacks or other attempts to harm our systems, and similar events. Some of our systems are not fully redundant, and our disaster recovery planning may not be adequate. The occurrence of a natural disaster or unanticipated problems at our network centers could result in lengthy interruptions in our service and adversely affect our operating results.
 
The industries in which we operate are continually evolving, which makes it difficult to evaluate our future prospects and increases the risk of your investment. Our products and services may become obsolete, and we may not be able to develop competitive products or services on a timely basis or at all.
     
The markets in which we and our customers compete are characterized by rapidly changing technology, evolving industry standards and communications protocols, and continuous improvements in products and services. Our future success depends on our ability to enhance current products and to develop and introduce in a timely manner new products that keep pace with technological developments, industry standards and communications protocols, compete effectively on the basis of price, performance and quality, adequately address end-user customer requirements and achieve market acceptance. There can be no assurance that the deployment of wireless networks will not be delayed or that our products will achieve widespread market acceptance or be capable of providing service at competitive prices in sufficient volumes. In the event that our products are not timely and economically developed or do not gain widespread market acceptance, our business, results of operations and financial condition would be materially adversely affected. There can also be no assurance that our products will not be rendered obsolete by the introduction and acceptance of new communications protocols.
 
The broadband services industry is characterized by rapid technological change, competitive pricing, frequent new service introductions and evolving industry standards and regulatory requirements. We believe that our success depends on our ability to anticipate and adapt to these challenges and to offer competitive services on a timely basis. We face a number of difficulties and uncertainties associated with our reliance on technological development, such as: 
 
 
competition from service providers using more traditional and commercially proven means to deliver similar or alternative services;
 
competition from new service providers using more efficient, less expensive technologies, including products not yet invented or developed;
 
uncertain consumer acceptance;
 
realizing economies of scale;
 
responding successfully to advances in competing technologies in a timely and cost-effective manner;
 
migration toward standards-based technology, requiring substantial capital expenditures; and
 
existing, proposed or undeveloped technologies that may render our wireless broadband and VoIP telephony services less profitable or obsolete.
 
 
 
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As the products and services offered by us and our competitors develop, businesses and consumers may not accept our services as a commercially viable alternative to other means of delivering wireless broadband and VoIP telephony services.
 
If we are unable to successfully develop and market additional services and/or new generations of our services offerings or market our services and product offerings to a broad number of customers, we may not remain competitive.
 
Our future success and our ability to increase net revenue and earnings depend, in part, on our ability to develop and market new additional services and/or new generations of our current services offerings and market our existing services offerings to a broad number of customers. However, we may not be able to, among other things:
 
 
successfully develop or market new services or product offerings or enhance existing services offerings;
 
 
educate third-party sales organizations adequately for them to promote and sell our services offerings;
 
 
develop, market and distribute existing and future services offerings in a cost-effective manner; or
 
 
operate the facilities needed to provide our services offerings.
 
If we fail to develop new service offerings, or if we incur unexpected expenses or delays in product development or integration, we may lose our competitive position and incur substantial additional expenses or may be required to curtail or terminate all or part of our present planned business operations.
 
Our failure to do any of the foregoing could have a material adverse effect on our business, financial condition and results of operations. In addition, if any of our current or future services offerings contain undetected errors or design defects or do not work as expected for our customers, our ability to market these services offerings could be substantially impeded, resulting in lost sales, potential reputation damage and delays in obtaining market acceptance of these services offerings. We cannot assure you that we will continue to successfully develop and market new or enhanced applications for our services offerings. If we do not continue to expand our services offerings portfolio on a timely basis or if those products and applications do not receive market acceptance, become regulatory restricted, or become obsolete, we will not grow our business as currently expected.
 
We operate in a very competitive environment.
 
There are three types of competitors for our service offerings.
 
(1) The value-added resellers and other vendors of hardware and software for on-site installation do not typically have an offering similar to our cloud-based services. However, they are the primary historic service suppliers to our targeted customers and will actively work to defend their customer base.
   
(2) There are a number of providers offering services, but they typically offer only one or two applications of their choosing instead of our offering which bundles customer’s chosen services.
   
(3) There are a few providers that offer more than two applications from the cloud. However currently, these providers typically offer only those applications they have chosen.
  
Our industry is characterized by rapid change resulting from technological advances and new services offerings. Certain competitors have substantially greater capital resources, larger customer bases, larger sales forces, greater marketing and management resources, larger research and development staffs and larger facilities than our and have more established reputations with our target customers, as well as distribution channels that are entrenched and may be more effective than ours. Competitors may develop and offer technologies and products that are more effective, have better features, are easier to use, are less expensive and/or are more readily accepted by the marketplace than our offerings. Their products could make our technology and service offerings obsolete or noncompetitive. Competitors may also be able to achieve more efficient operations and distribution than ours may be able to and may offer lower prices than we could offer profitably. We may decide to alter or discontinue aspects of our business and may adopt different strategies due to business or competitive factors or factors currently unforeseen, such as the introduction by competitors of new products or services technologies that would make part or all of our service offerings obsolete or uncompetitive.
 
 
 
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In addition, the industry could experience some consolidation. There is also a risk that larger companies will enter our markets.
 
If we fail to maintain effective relationships with our major vendors, our services offerings and profitability could suffer.
 
We use third party providers for services. In addition, we purchase hardware, software and services from external suppliers. Accordingly, we must maintain effective relationships with our vendor base to source our needs, maintain continuity of supply, and achieve reasonable costs. If we fail to maintain effective relationships with our vendor base, this may adversely affect our ability to deliver the best products and services to our customers and our profitability could suffer.
 
Any failure of the physical or electronic security that resulted in unauthorized parties gaining access to customer data could adversely affect our business, financial condition and results of operations.
 
We use commercial data networks to service customers cloud based services and the associated customer data. Any data is subject to the risk of physical or electronic intrusion by unauthorized parties. We have a multi-homed firewalls and Intrusion Detection / Prevention systems to protect against electronic intrusion and two physical security levels in our networks. Our policy is to close all external ports as a default. Robust anti-virus software runs on all client servers. Systems have automated monitoring and alerting for unusual activity. We also have a Security Officer who monitors these systems. We have better security systems and expertise than our clients can afford separately but any failure of these systems could adversely affect our business growth and financial condition.
 
Demand for our service offerings may decrease if new government regulations substantially increase costs, limit delivery or change the use of Internet access and other products on which our service offerings depend.
 
We are dependent on Internet access to deliver our service offerings. If new regulations are imposed that limit the use of the Internet or impose significant taxes on services delivered via the Internet it could change our cost structure and/or affect our business model. The significant changes in regulatory costs or new limitations on Internet use could impact our ability to operate as we anticipate, could damage our reputation with our customers, disrupt our business or result in, among other things, decreased net revenue and increased overhead costs. As a result, any such failure could harm our business, financial condition and results of operations.
 
Our securities, as offered hereby, are highly speculative and should be purchased only by persons who can afford to lose their entire investment in us. Each prospective investor should carefully consider the following risk factors, as well as all other information set forth elsewhere in this prospectus, before purchasing any of the shares of our common stock.
 
Increasing regulation of our Internet-based products and services could adversely affect our ability to provide new products and services.
 
On February 26, 2015, the FCC adopted a new "network neutrality" or Open Internet order (the "2015 Order") that: (1) reclassified broadband Internet access service as a Title II common carrier service, (2) applied certain existing Title II provisions and associated regulations; (3) forbore from applying a range of other existing Title II provisions and associated regulations, but to varying degrees indicated that this forbearance may be only temporary and (4) issued new rules expanding disclosure requirements and prohibiting blocking, throttling, paid prioritization and unreasonable interference with the ability of end users and edge providers to reach each other. The 2015 Order also subjected broadband providers' Internet traffic exchange rates and practices to potential FCC oversight and created a mechanism for third parties to file complaints regarding these matters. The 2015 Order could limit our ability to efficiently manage our cable systems and respond to operational and competitive challenges. In December 2017, the FCC adopted an order (the "2017 Order") that in large part reverses the 2015 Order. The 2017 Order has not yet gone into effect, however, and the 2015 Order will remain binding until the 2017 Order takes effect. The 2017 Order is expected to be subject to legal challenge that may delay its effect or overturn it. Additionally, Congress and some states are considering legislation that may codify "network neutrality" rules.
 
 
 
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Offering telephone services may subject us to additional regulatory burdens, causing us to incur additional costs.
 
We offer telephone services over our broadband network and continue to develop and deploy interconnected VoIP services. The FCC has ruled that competitive telephone companies that support VoIP services, such as those that we offer to our customers, are entitled to interconnect with incumbent providers of traditional telecommunications services, which ensures that our VoIP services can operate in the market. However, the scope of these interconnection rights are being reviewed in a current FCC proceeding, which may affect our ability to compete in the provision of telephony services or result in additional costs. It remains unclear precisely to what extent federal and state regulators will subject VoIP services to traditional telephone service regulation. Expanding our offering of these services may require us to obtain certain authorizations, including federal and state licenses. We may not be able to obtain such authorizations in a timely manner, or conditions could be imposed upon such licenses or authorizations that may not be favorable to us. The FCC has already extended certain traditional telecommunications requirements, such as E911 capabilities, Universal Service Fund contribution, Communications Assistance for Law Enforcement Act ("CALEA"), measures to protect Customer Proprietary Network Information, customer privacy, disability access, number porting, battery back-up, network outage reporting, rural call completion reporting and other regulatory requirements to many VoIP providers such as us. If additional telecommunications regulations are applied to our VoIP service, it could cause us to incur additional costs and may otherwise materially adversely impact our operations. In 2011, the FCC released an order significantly changing the rules governing intercarrier compensation for the origination and termination of telephone traffic between interconnected carriers. These rules have resulted in a substantial decrease in interstate compensation payments over a multi-year period. The FCC is currently considering additional reforms that could further reduce interstate compensation payments. Further, although the FCC recently declined to impose additional regulatory burdens on certain point to point transport ("special access") services provided by cable companies, that FCC decision has been appealed by multiple parties. If those appeals are successfully, there could be additional regulatory burdens and additional costs placed on these services.
 
We may engage in acquisitions and other strategic transactions and the integration of such acquisitions and other strategic transactions could materially adversely affect our business, financial condition and results of operations.
 
Our business has grown significantly as a result of acquisitions, including the Acquisitions, which entail numerous risks including:
 
distraction of our management team in identifying potential acquisition targets, conducting due diligence and negotiating acquisition agreements; 
difficulties in integrating the operations, personnel, products, technologies and systems of acquired businesses; 
difficulties in enhancing our customer support resources to adequately service our existing customers and the customers of acquired businesses; 
the potential loss of key employees or customers of the acquired businesses; 
unanticipated liabilities or contingencies of acquired businesses; 
unbudgeted costs which we may incur in connection with pursuing potential acquisitions which are not consummated; 
failure to achieve projected cost savings or cash flow from acquired businesses, which are based on projections that are inherently uncertain; 
fluctuations in our operating results caused by incurring considerable expenses to acquire and integrate businesses before receiving the anticipated revenues expected to result from the acquisitions; and 
difficulties in obtaining regulatory approvals required to consummate acquisitions.
 
We also participate in competitive bidding processes, some of which may involve significant cable systems. If we are the winning bidder in any such process involving significant cable systems or we otherwise engage in acquisitions or other strategic transactions in the future, we may incur additional debt, contingent liabilities and amortization expenses, which could materially adversely affect our business, financial condition and results of operations. We could also issue substantial additional equity which could dilute existing stockholders.
 
If our acquisitions, including the Acquisitions and the integration of the Optimum and Suddenlink businesses, do not result in the anticipated operating efficiencies, are not effectively integrated, or result in costs which exceed our expectations, our business, financial condition and results of operations could be materially adversely affected.
 
Significant unanticipated increases in the use of bandwidth-intensive Internet-based services could increase our costs.
 
The rising popularity of bandwidth-intensive Internet-based services poses risks for our broadband services. Examples of such services include peer-to-peer file sharing services, gaming services and the delivery of video via streaming technology and by download. If heavy usage of bandwidth-intensive broadband services grows beyond our current expectations, we may need to incur more expenses than currently anticipated to expand the bandwidth capacity of our systems or our customers could have a suboptimal experience when using our broadband service. In order to continue to provide quality service at attractive prices, we need the continued flexibility to develop and refine business models that respond to changing consumer uses and demands and to manage bandwidth usage efficiently. Our ability to undertake such actions could be restricted by regulatory and legislative efforts to impose so-called "net neutrality" requirements on broadband communication providers like us that provide broadband services. For more information, see "Regulation—Broadband."
 
 
 
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We operate in a highly competitive business environment which could materially adversely affect our business, financial condition, results of operations and liquidity.
 
We operate in a highly competitive, consumer-driven industry and we compete against a variety of broadband, pay television and telephony providers and delivery systems, including broadband communications companies, wireless data and telephony providers, satellite-delivered video signals, Internet-delivered video content and broadcast television signals available to residential and business customers in our service areas. Some of our competitors include AT&T and its DirecTV subsidiary, CenturyLink, DISH Network, Frontier and Verizon. In addition, our pay television services compete with all other sources of leisure, news, information and entertainment, including movies, sporting or other live events, radio broadcasts, home-video services, console games, print media and the Internet.
        
In some instances, our competitors have fewer regulatory burdens, easier access to financing, greater resources, greater operating capabilities and efficiencies of scale, stronger brand-name recognition, longstanding relationships with regulatory authorities and customers, more subscribers, more flexibility to offer promotional packages at prices lower than ours and greater access to programming or other services. This competition creates pressure on our pricing and has adversely affected, and may continue to affect, our ability to add and retain customers, which in turn adversely affects our business, financial condition and results of operations. The effects of competition may also adversely affect our liquidity and ability to service our debt. For example, we face intense competition from Verizon and AT&T, which have network infrastructure throughout our service areas. We estimate that competitors are currently able to sell a fiber-based triple play, including broadband, pay television and telephony services, and may expand these and other service offerings to our potential customers.
       
Our competitive risks are heightened by the rapid technological change inherent in our business, evolving consumer preferences and the need to acquire, develop and adopt new technology to differentiate our products and services from those of our competitors, and to meet consumer demand. We may need to anticipate far in advance which technology we should use for the development of new products and services or the enhancement of existing products and services. The failure to accurately anticipate such changes may adversely affect our ability to attract and retain customers, which in turn could adversely affect our business, financial condition and results of operations. Consolidation and cooperation in our industry may allow our competitors to acquire service capabilities or offer products that are not available to us or offer similar products and services at prices lower than ours. For example, Comcast and Charter Communications have agreed to jointly explore operational efficiencies to speed their respective entries into the wireless market, including in the areas of creating common operating platforms and emerging wireless technology platforms. In addition, changes in the regulatory and legislative environments may result in changes to the competitive landscape.
 
In addition, certain of our competitors own directly or are affiliated with companies that own programming content or have exclusive arrangements with content providers that may enable them to obtain lower programming costs or offer exclusive programming that may be attractive to prospective subscribers. For example, DirecTV has exclusive arrangements with the National Football League that give it access to programming we cannot offer. AT&T also has an agreement to acquire Time Warner, which owns a number of cable networks, including TBS, CNN and HBO, as well as Warner Bros. Entertainment, which produces television, film and home-video content. AT&T's and DirecTV's potential access to Time Warner programming could allow AT&T and DirecTV to offer competitive and promotional packages that could negatively affect our ability to maintain or increase our existing customers and revenues. DBS operators such as DISH Network and DirecTV also have marketing arrangements with certain phone companies in which the DBS provider's pay television services are sold together with the phone company's broadband and mobile and traditional phone services.
 
Most broadband communications companies, which already have wired networks, an existing customer base and other operational functions in place (such as billing and service personnel), offer DSL services. We believe DSL service competes with our broadband service and is often offered at prices lower than our Internet services. However, DSL is often offered at speeds lower than the speeds we offer. In addition, DSL providers may currently be in a better position to offer Internet services to businesses since their networks tend to be more complete in commercial areas. They may also increasingly have the ability to combine video services with telephone and Internet services offered to their customers, particularly as broadband communications companies enter into co-marketing agreements with other service providers. In addition, current and future fixed and wireless Internet services, such as 3G, 4G and 5G fixed and wireless broadband services and Wi-Fi networks, and devices such as wireless data cards, tablets and smartphones, and mobile wireless routers that connect to such devices, may compete with our broadband services.
 
Our telephony services compete directly with established broadband communications companies and other carriers, including wireless providers, as increasing numbers of homes are replacing their traditional telephone service with wireless telephone service. We also compete against VoIP providers like Vonage, Skype, GoogleTalk, Facetime, WhatsApp and magicJack that do not own networks but can provide service to any person with a broadband connection, in some cases free of charge. In addition, we compete against ILECs, other CLECs and long-distance voice-service companies for large commercial and enterprise customers. While we compete with the ILECs, we also enter into interconnection agreements with ILECs so that our customers can make and receive calls to and from customers served by the ILECs and other telecommunications providers. Federal and state law and regulations require ILECs to enter into such agreements and provide facilities and services necessary for connection, at prices subject to regulation. The specific price, terms and conditions of each agreement, however, depend on the outcome of negotiations between us and each ILEC. Interconnection agreements are also subject to approval by the state regulatory commissions, which may arbitrate negotiation impasses. These agreements, like all interconnection agreements, are for limited terms and upon expiration are subject to renegotiation, potential arbitration and approval under the laws in effect at that time.
 
 
 
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We also face competition for our advertising sales from traditional and non-traditional media outlets, including television and radio stations, traditional print media and the Internet.
 
We face significant risks as a result of rapid changes in technology, consumer expectations and behavior.
 
The broadband communications industry has undergone significant technological development over time and these changes continue to affect our business, financial condition and results of operations. Such changes have had, and will continue to have, a profound impact on consumer expectations and behavior. Our video business faces technological change risks as a result of the continuing development of new and changing methods for delivery of programming content such as Internet-based delivery of movies, shows and other content which can be viewed on televisions, wireless devices and other developing mobile devices. Consumers' video consumption patterns are also evolving, for example, with more content being downloaded for time-shifted consumption. A proliferation of delivery systems for video content can adversely affect our ability to attract and retain subscribers and the demand for our services and it can also decrease advertising demand on our delivery systems. Our broadband business faces technological challenges from rapidly evolving wireless Internet solutions. Our telephony service offerings face technological developments in the proliferation of telephony delivery systems including those based on Internet and wireless delivery. If we do not develop or acquire and successfully implement new technologies, we will limit our ability to compete effectively for subscribers, content and advertising. In addition, we may be required to make material capital and other investments to anticipate and to keep up with technological change. These challenges could adversely affect our business, financial condition and results of operations.
 
Our revenues and growth may be constrained due to demand exceeding capacity of our systems or our inability to develop solutions.
 
We anticipate generating revenues in the future from broadband connectivity, other Internet services, and broadband and in the cloud services. Demand and market acceptance for these recently introduced services and products delivered over the Internet is uncertain. Critical issues concerning the use of the Internet, such as ease of access, security, reliability, cost and quality of service, exist and may affect the growth of Internet use or the attractiveness of conducting commerce online. In addition, the Internet and online services may not be accepted as viable for a number of reasons, including potentially inadequate development of the necessary network infrastructure or delayed development of enabling technologies and performance improvements. To the extent that the Internet and online services continue to experience significant growth, there can be no assurance that the infrastructure of the Internet and online services will prove adequate to support increased user demands. In addition, the Internet or online services could lose their viability due to delays in the development or adoption of new standards and protocols required to handle increased levels of Internet or online service activity. Changes in, or insufficient availability of, telecommunications services to support the Internet or online services also could result in slower response times and adversely affect usage of the Internet and online services generally and us in particular. If use of the Internet and online services does not continue to grow or grows more slowly than expected, if the infrastructure for the Internet and online services does not effectively support growth that may occur, or if the Internet and online services do not become a viable commercial marketplace, our business could be adversely affected.
 
Certain aspects of our VoIP telephony services differ from traditional telephone service. The factors that may have this effect include:
 
 
 
 
our subscribers may experience lower call quality than they experience with traditional wireline telephone companies, including static, echoes and transmission delays;
 
our subscribers may experience higher dropped-call rates than they experience with traditional wireline telephone companies; and
 
a power loss or Internet access interruption causes our service to be interrupted.
         
Additionally, our VoIP emergency calling service is significantly more limited than the emergency calling services offered by traditional telephone companies. Our VoIP emergency calling service can only transmit to a dispatcher at a public safety answering point, or PSAP, the location information that the subscriber has registered with us, which may at times be different from the actual location at the time of the call. As a result, our emergency calling systems may not assure that the appropriate PSAP is reached and may cause significant delays, or even failures, in callers’ receipt of emergency assistance. Our failure to develop or operate an adequate emergency calling service could subject us to substantial liabilities and may result in delays in subscriber adoption of our VoIP telephony services or all of our services, abandonment of our services by subscribers, and litigation costs, damage awards and negative publicity, any of which could harm our business, prospects, financial condition or results of operations.
 
If our subscribers do not accept the differences between our VoIP telephony services and traditional telephone service, they may not adopt or keep our VoIP telephony services or our other services, or may choose to retain or return to service provided by traditional telephone companies. Because VoIP telephony services represent an important aspect of our business strategy, failure to achieve subscribers’ acceptance of our VoIP telephony services may adversely affect our prospects, results of operations and the trading price of our shares.
 
 
 
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We rely on contract manufacturers and a limited number of third-party suppliers to produce our network equipment and to maintain our network sites. If these companies fail to perform, we may have a shortage of components and may be required to suspend our network deployment and our product and service introduction.
       
We depend on contract manufacturers, to produce and deliver acceptable, high quality products on a timely basis. We also depend on a limited number of third parties to maintain our network facilities. If our contract manufacturer or other providers do not satisfy our requirements, or if we lose our contract manufacturers or any other significant provider, we may have an insufficient network services for delivery to subscribers, we may be forced to suspend portions of our wireless broadband network, enrollment of new subscribers, and product sales and our business, prospects, financial condition and operating results may be harmed.
 
We rely on highly skilled executives and other personnel. If we cannot retain and motivate key personnel, we may be unable to implement our business strategy
 
We will be highly dependent on the scientific, technical, and managerial skills of certain key employees, including technical, research and development, sales, marketing, financial and executive personnel, and on our ability to identify, hire and retain additional personnel. To accommodate our current size and manage our anticipated growth, we must expand our employee base. Competition for key personnel, particularly persons having technical expertise, is intense, and there can be no assurance that we will be able to retain existing personnel or to identify or hire additional personnel. The need for such personnel is particularly important given the strains on our existing infrastructure and the need to anticipate the demands of future growth. In particular, we are highly dependent on the continued services of our senior management team, which currently is composed of a small number of individuals. We do not maintain key-man life insurance on the life of any employee. The inability of us to attract, hire or retain the necessary technical, sales, marketing, financial and executive personnel, or the loss of the services of any member of our senior management team, could have a material adverse effect on us.
 
Our future success depends largely on the expertise and reputation of our founder, Chairman and Chief Executive Officer Stephen J. Thomas, Richard Eberhardt, and the other members of our senior management team. In addition, we intend to hire additional highly skilled individuals to staff our operations. Loss of any of our key personnel or the inability to recruit and retain qualified individuals could adversely affect our ability to implement our business strategy and operate our business.
 
We are currently managed by a small number of key management and operating personnel. Our future success depends, in part, on our ability to recruit and retain qualified personnel. Failure to do so likely would have an adverse impact on our business and the trading price of our common stock.
 
If our data security measures are breached, subscribers may perceive our network and services as not secure.
 
Our network security and the authentication of the subscriber’s credentials are designed to protect unauthorized access to data on our network. Because techniques used to obtain unauthorized access to or to sabotage networks change frequently and may not be recognized until launched against a target, we may be unable to anticipate or implement adequate preventive measures against unauthorized access or sabotage. Consequently, unauthorized parties may overcome our encryption and security systems and obtain access to data on our network, including on a device connected to our network. In addition, because we operate and control our network and our subscribers’ Internet connectivity, unauthorized access or sabotage of our network could result in damage to our network and to the computers or other devices used by our subscribers. An actual or perceived breach of network security, regardless of whether the breach is our fault, could harm public perception of the effectiveness of our security measures, adversely affect our ability to attract and retain subscribers, expose us to significant liability and adversely affect our business prospects.
 
Our activities outside the United States could disrupt our operations.
       
We intend to invest in various international companies and spectrum opportunities through acquisitions and strategic alliances as these opportunities arise. Our activities outside the United States operate in environments different from the one we face in the United States, particularly with respect to competition and regulation. Due to these differences, our activities outside the United States may require a disproportionate amount of our management and financial resources, which could disrupt our U.S. operations and adversely affect our business.
 
In a number of international markets, we face substantial competition from local service providers that offer or may offer their own wireless broadband or VoIP telephony services and from other companies that provide Internet connectivity services. We may face heightened challenges in gaining market share, particularly in certain European countries, where a large portion of the population already has broadband Internet connectivity and incumbent companies already have a dominant market share in their service areas. Furthermore, foreign providers of competing services may have a substantial advantage over us in attracting subscribers due to a more established brand, greater knowledge of local subscribers’ preferences and access to significant financial or strategic resources.
 
 
 
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In addition, foreign regulatory authorities frequently own or control the incumbent telecommunications companies operating under their jurisdiction. Established relationships between government-owned or government-controlled telecommunications companies and their traditional local providers of telecommunications services often limit access of third parties to these markets. The successful expansion of our international operations in some markets will depend on our ability to locate, form and maintain strong relationships with established local communication services and equipment providers. Failure to establish these relationships or to market or sell our products and services successfully could limit our ability to attract subscribers to our services.
  
We may be unable to protect our intellectual property, which could reduce the value of our services and our brand.
 
Our ability to compete effectively depends on our ability to protect our proprietary technologies, system designs and manufacturing processes. We may not be able to safeguard and maintain our proprietary rights. We rely on patents, trademarks and policies and procedures related to confidentiality to protect our intellectual property. Some of our intellectual property, however, is not covered by any of these protections.
 
We could be subject to claims that we have infringed on the proprietary rights of others, which claims would likely be costly to defend, could require us to pay damages and could limit our ability to use necessary technologies in the future.
 
Our competitors may independently develop or patent technologies or processes that are substantially equivalent or superior to ours. These competitors may claim that our services and products infringe on these patents or other proprietary rights. Defending against infringement claims, even merit less ones, would be time consuming, distracting and costly. If we are found to be infringing proprietary rights of a third party, we could be enjoined from using such third party’s rights and be required to pay substantial royalties and damages and may no longer be able to use the intellectual property on acceptable terms or at all. Failure to obtain licenses to intellectual property could delay or prevent the development, manufacture or sale of our products or services and could cause us to expend significant resources to develop or acquire non-infringing intellectual property.
 
Our business depends on our brand, and if we do not maintain and enhance our brand, our ability to attract and retain subscribers may be impaired and our business and operating results harmed.
 
We believe that our brand is a critical part of our business. Maintaining and enhancing our brand may require us to make substantial investments with no assurance that these investments will be successful. If we fail to promote and maintain our brands, or if we incur significant expenses in this effort, our business, prospects, operating results and financial condition may be harmed. We anticipate that maintaining and enhancing our brand will become increasingly important, difficult and expensive.
 
We are subject to extensive regulation.
    
Our acquisition, lease, maintenance and use of spectrum licenses are extensively regulated by federal, state, local, and foreign governmental entities. A number of other federal, state, local and foreign privacy, security and consumer laws also apply to our business. These regulations and their application are subject to continual change as new legislation, regulations or amendments to existing regulations are adopted from time to time by governmental or regulatory authorities, including as a result of judicial interpretations of such laws and regulations. Current regulations directly affect the breadth of services we are able to offer and may impact the rates, terms and conditions of our services. Regulation of companies that offer competing services, such as cable and DSL providers and incumbent telecommunications carriers, also affects our business indirectly.
 
We are also subject to regulation because we provide VoIP telephony services. As an “interconnected” VoIP provider, we are required under FCC rules, to comply with the Communications Assistance for Law Enforcement Act, or CALEA, which requires service providers to build certain capabilities into their networks and to accommodate wiretap requests from law enforcement agencies.
 
In addition, the FCC or other regulatory authorities may in the future restrict our ability to manage subscribers’ use of our network, thereby limiting our ability to prevent or address subscribers’ excessive bandwidth demands. To maintain the quality of our network and user experience, we manage the bandwidth used by our subscribers’ applications, in part by restricting the types of applications that may be used over our network. Some providers and users of these applications have objected to this practice. If the FCC or other regulatory authorities were to adopt regulations that constrain our ability to employ bandwidth management practices, excessive use of bandwidth-intensive applications would likely reduce the quality of our services for all subscribers. Such decline in the quality of our services could harm our business.
 
In certain of our international markets, the services provided by our business may require receipt of a license from national, provincial or local regulatory authorities. Where required, regulatory authorities may have significant discretion in granting the licenses and in the term of the licenses and are often under no obligation to renew the licenses when they expire.
 
 
 
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The breach of a license or applicable law, even if inadvertent, can result in the revocation, suspension, cancellation or reduction in the term of a license or the imposition of fines. In addition, regulatory authorities may grant new licenses to third parties, resulting in greater competition in territories where we already have rights to licensed spectrum. In order to promote competition, licenses may also require that third parties be granted access to our bandwidth, frequency capacity, facilities or services. We may not be able to obtain or retain any required license, and we may not be able to renew a license on favorable terms, or at all.
 
Our wireless broadband and VoIP telephony services may become subject to greater state or federal regulation in the future. The scope of the regulations that may apply to VoIP telephony services providers and the impact of such regulations on providers’ competitive position are presently unknown.
 
Our Chairman and Chief Executive Officer is also our largest stockholder, and as a result he can exert control over us and has actual or potential interests that may diverge from yours.
 
Mr. Thomas may have interests that diverge from those of other holders of our common stock and he owns our super majority voting Series A stock. As a result, Mr. Thomas may vote the shares he owns or otherwise cause us to take actions that may conflict with your best interests as a stockholder, which could adversely affect our results of operations and the trading price of our common stock.
 
Through his control, Mr. Thomas can control our management, affairs and all matters requiring stockholder approval, including the approval of significant corporate transactions, a sale of our company, decisions about our capital structure and, the composition of our board of directors.
 
RISK FACTORS RELATED TO OUR STOCK
 
We can give no assurance of success or profitability to our investors.
 
Cash flows generated from operating activities were not enough to support all working capital requirements for the nine months ended September 30, 2019 and 2018. Financing activities described below have helped with working capital and other capital requirements. We incurred $8,538,360 and $3,307,841, respectively, in losses, and we used $1,032,989 and $836,228, respectively, in cash for operations for the nine months September 30, 2019 and 2018. Cash flows from financing activities were $2,027,422 and $774,715 for the same periods. These factors raise substantial doubt about the ability of the Company to continue as a going concern for a period of one year from the issuance of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
We acquired the assets of SpeedConnect on May 7, 2019 for $1,000,000 and a note payable for $750,000. These assets were conveyed into a wholly owned subsidiary, TPT SpeedConnect. Although TPT SpeedConnect is currently generating cash flows, there is expected to be significant capital required in the near term to upgrade the current network to 5G standards.
 
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.
 
Sales of common stock resulting from issuances of common stock for conversions by our convertible noteholders or Rule 144 sales in the future will have a depressive effect on our common stock price.
 
Most of our convertible noteholders have rights to convert their notes at significant discounts to the market prices as shown in the schedule below, for sale under the requirements of Rule 144 or other applicable exemptions from registration under the Act and perhaps under registration statements which the company is preparing to file in the next thirty days. Rule 144 provides in essence that a person who has held restricted securities for six months or is deemed to have held them due to the issuance by the Company of convertible notes under certain conditions, may sell those shares in brokerage transactions. There is no limit on the amount of restricted securities that may be sold by a non-affiliate after the owner has held the restricted securities for a period of six months. A sale under Rule 144 or under any other exemption from the Act, if available, or pursuant to subsequent registration of shares of common stock of present stockholders underlying the convertible notes, will have a depressive effect upon the price of the common stock in the market, since they are issued at a discount to market-often 50-60% of the lowest bid for differing periods, and sales can be expected at some discounted prices, with larger than normal volumes.  We have also issued warrants that allow for the purchase of shares at significant discounts to the market prices, often 50% of the ten day low bids, or other highly discounted rates, which would allow the holders of those warrants to sell shares into the market at a profit over their discounted price, which could have the effect of depressing the price of the shares in the market.
 
 
 
17
 
 
 
Convertible Promissory Notes as of September 30, 2019 and the underlying common shares of the Company resulting from conversion as of September 30, 2019 of the principal and accrued interest balances is as follows:
 
 
 
Amount of Note
 
 
Accrued Interest
 
 
Combined Balance
 
 
Equivalent Shares (1)
 
 
Shares Reserved with Transfer Agent
 
Convertible Debt 2017
 $67,000 
 $8,122 
 $75,122 
  300,488 
   
Convertible Debt 2018
  547,200 
  41,567 
  588,767 
  3,928,367 
   
Convertible Debt 2019
  141,300
  5,256 
  146,556 
  977,040 
   
Auctus Fund (2)
  1,235,507 
  83,517 
  1,319,024 
  62,512,958 
  373,500,000 
Geneva Roth #1 (3)
  28,000 
  4,471 
  32,471 
  1,012,272 
  15,902,612 
Geneva Roth #2 (3)
  65,000 
  3,676 
  68,676 
  2,158,397 
  66,598,361 
Geneva Roth #3
  58,000 
  2,631 
  60,631 
  1,891,452 
  59,426,230 
Geneva Roth #4
  53,000 
  2,039 
  55,039 
  1,716,437 
  33,510,127 
Geneva Roth #5
  43,000 
  537 
  43,537 
  1,389,833 
  22,862,206 
Odyssey Capital (4)
  525,000 
  29,515 
  554,515 
  22,354,972 
  53,000,000 
EMA Financial
  507,397 
  25,718 
  533,115 
  22,437,522 
  147,723,537 
JSJ Investments
  112,000 
  4,308 
  116,308 
  4,788,277 
  18,500,000 
SDM Promissory Note
  186,881 
  0 
  186,881 
  186,881 
   
 
 $3,569,285 
 $211,357 
 $3,780,642 
  125,654,896 
  791,023,073 
 
(1)  
Includes consideration for potential equivalent shares upon default as of September 30, 2019.
(2)  
Subsequent to September 30, 2019 Auctus converted $3,930 of accrued interest into 1,500,000 common shares.
(3)  
Subsequent to September 30, 2019, Geneva Roth converted $73,000 of principal into 9,168,318 common shares.
(4)  
Subsequent to September 30, 2019 Odyssey gave the Company notice that if the debt was not paid off by December 13, 2019, then they intend to convert $25,000 of principal into 5,384,278 common shares.
 
We may in the future issue more shares which could cause a loss of control by our present management and current stockholders.
 
We may issue further shares as consideration for the cash or assets or services out of our authorized but unissued common stock that would, upon issuance, represent a majority of the voting power and equity of our Company. The result of such an issuance would be those new stockholders and management would control our Company, and persons unknown could replace our management at this time. Such an occurrence would result in a greatly reduced percentage of ownership of our Company by our current shareholders, which could present significant risks to investors.
 
We have options issued and outstanding, convertible promissory notes and preferred stock that is convertible into common stock. A conversion of such equity and debt instruments could have a dilutive effect to existing shareholders.
 
Summary of dilutable options, warrants and convertible debt as of September 30, 2019.
 
 
 
Equivalent
 
 
Exercise
 
   Type of Equivalent
 
Shares (1)
 
 
Share Price
 
Convertible Debt
  125,654,896 
 $0.021-1.00(2)
Series A Preferred Stock
  141,835,420 
  (3)
Series B Preferred Stock
  2,588,693 
 $1.00 
Stock Options and Warrants
  6,426,453 
 $0.006-0.22 
 
  276,495,462 
    
 
(1)  No consideration given for existing anti-dilution provisions.
(2)  Price used for illustrative purposes.  Actual Exercise or conversion price is a calculation based on the market.
(3)  Holder of Series A Preferred Stock which is Stephen J. Thomas, guaranteed 60% of outstanding common stock upon conversion.
 
In the event of default under some of the notes, the conversion rates change, allowing certain noteholders to convert at a greater discount to the market, which results in amounts of issuable shares which cannot be determined at this time.
 
 
 
18
 
 
Our officers and directors may have conflicts of interests as to corporate opportunities which we may not be able or allowed to participate in.
 
Presently there is no requirement contained in our Articles of Incorporation, Bylaws, or minutes which requires officers and directors of our business to disclose to us business opportunities which come to their attention. Our officers and directors do, however, have a fiduciary duty of loyalty to us to disclose to us any business opportunities which come to their attention, in their capacity as an officer and/or director or otherwise. Excluded from this duty would be opportunities which the person learns about through his involvement as an officer and director of another company. We have no intention of merging with or acquiring business opportunity from any affiliate or officer or director. (See “Conflicts of Interest” at page 73)
 
We have agreed to indemnification of officers and directors as is provided by Florida Statutes.
 
Florida Statutes provide for the indemnification of our directors, officers, employees, and agents, under certain circumstances, against attorney’s fees and other expenses incurred by them in any litigation to which they become a party arising from their association with or activities our behalf. We will also bear the expenses of such litigation for any of our directors, officers, employees, or agents, upon such person’s promise to repay us therefore if it is ultimately determined that any such person shall not have been entitled to indemnification. This indemnification policy could result in substantial expenditures by us that we will be unable to recoup.
 
Our directors’ liability to us and shareholders is limited.
 
Florida Statutes exclude personal liability of our directors and our stockholders for monetary damages for breach of fiduciary duty except in certain specified circumstances. Accordingly, we will have a much more limited right of action against our directors that otherwise would be the case. This provision does not affect the liability of any director under federal or applicable state securities laws.
 
Our Stock prices in the Market may be volatile.
 
The value of our Common stock following this offering may be highly volatile and could be subject to fluctuations in price in response to various factors, some of which are beyond our control. These factors include:
 
 
 
 
quarterly variations in our results of operations or those of our competitors;
 
announcements by us or our competitors of acquisitions, new products, significant contracts, commercial relationships or capital commitments;
 
disruption to our operations or those of other sources critical to our network operations;
 
the emergence of new competitors or new technologies;
 
our ability to develop and market new and enhanced products on a timely basis;
 
seasonal or other variations in our subscriber base;
 
commencement of, or our involvement in, litigation;
 
availability of additional spectrum;
 
dilutive issuances of our stock or the stock of our subsidiaries, or the incurrence of additional debt;
 
changes in our board or management;
 
adoption of new or different accounting standards;
 
changes in governmental regulations or in the status of our regulatory approvals;
 
changes in earnings estimates or recommendations by securities analysts;
 
announcements regarding WiMAX and other technical standards; and
 
general economic conditions and slow or negative growth of related markets.
         
In addition, the stock market in general, and the market for shares of technology companies in particular, has experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. We expect the value of our common stock will be subject to such fluctuations.
 
We may not be able to successfully implement our business strategy without substantial additional capital. Any such failure may adversely affect the business and results of operations.
 
Unless we can generate revenues sufficient to implement our Business Plan, we will need to obtain additional financing through debt or bank financing, or through the sale of shareholder interests to execute our Business Plan. We expect to need at least $25,000,000 in the next twelve months in capital or loans to complete our plans and operations. We may not be able to obtain this financing at all. We have not sought commitments for this financing, and we have no terms for either debt or equity financing, and we realize that it may be difficult to obtain on favorable terms. Moreover, if we issue additional equity securities to support our operations, Investor holdings may be diluted. Our business plans are at risk if we cannot continually achieve additional capital raising to complete our plans.
 
 
 
19
 
 
We are reliant, in part, on third party sales organizations, which may not perform as we expect.
 
We, from time to time rely on the sales force of third-party sales organizations with support from our own selling resources. The third-party relationships and internal organization are not fully developed at this time and must be developed. We may not be able to hire effective inside sales people to help our third-party sales organizations close sales. There is no assurance that any approaches will improve sales. Further, using only a direct sales force would be less cost-effective than our plan to use third-party sales organizations. In addition, a direct sales model may be ineffective if we were unable to hire and retain qualified salespeople and if the sales force fails to complete sales. Moreover, even if we successfully implement our business strategy, we may not have positive operating results. We may decide to alter or discontinue aspects of our business strategy and may adopt different strategies due to business or competitive factors.
 
Our growth may be affected adversely if our sales of products and services are negatively affected by competition or other factors.
 
The growth of our business is dependent, in large part, upon the development of sales for our services and product offerings. Market opportunities that we expect to exist may not develop as expected, or at all. For example, a substantial percentage of our service offerings is oriented around data access. If lower cost alternatives are developed, our sales would decrease and our operating results would be negatively affected. Moreover, even if market opportunities develop as expected, new technologies and services offerings introduced by competitors may significantly limit our ability to capitalize on any such market opportunity. Our failure to capitalize on expected market opportunities would adversely affect revenue growth.
 
The lack of operating history and the rapidly changing nature of the market in which we compete make it difficult to accurately forecast revenues and operating results. We anticipate that revenues and operating results might fluctuate in the future due to a number of factors including the following:
 
 
the timing of sales for current services and products offerings
 
 
the timing of new product implementations
 
 
unexpected delays in introducing new services and products offerings
 
 
increased expense related to sales and marketing, product development or administration
 
 
the mix of products and our services offerings
 
 
costs related to possible acquisitions of technology or business.
 
 
costs of providing services
 
We may be unable to compete with larger, more established competitors.
 
The market for providing network delivered service solutions is competitive. We expect competition to intensify in the future. Many of our potential competitors have longer operating histories, larger customer bases, greater recognition and significantly greater resources. As a result, competitors may be able to respond more quickly to emerging technologies and changes in customer requirements than we can. The continuous and timely introduction of competitively priced services offerings into the market is critical to our success, and there can be no assurance that we will be able to introduce such services offerings. We may not be able to compete successfully against competitors, and the competitive pressures we face may have an adverse effect on our business.
  
Our stock will in all likelihood be thinly traded and as a result you may be unable to sell at or near ask prices or at all if you need to liquidate your shares.
 
The shares of our common stock may be thinly-traded on the OTC Market, meaning that the number of persons interested in purchasing our common shares at or near ask prices at any given time may be relatively small or non-existent. This situation is attributable to a number of factors, including the fact that we are a small company which is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven, early stage company such as ours or purchase or recommend the purchase of any of our Securities until such time as we became more seasoned and viable. As a consequence, there may be periods of several days or more when trading activity in our Securities is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on Securities price. We cannot give you any assurance that a broader or more active public trading market for our common Securities will develop or be sustained, or that any trading levels will be sustained. Due to these conditions, we can give investors no assurance that they will be able to sell their shares at or near ask prices or at all if they need money or otherwise desire to liquidate their securities of our Company.
 
 
 
20
 
 
The regulation of penny stocks by SEC and FINRA actually discourage the tradability of our securities.
 
We are a “penny stock” company. None of our securities currently trade in any market and, if ever available for trading, will be subject to a Securities and Exchange Commission rule that imposes special sales practice requirements upon broker-dealers who sell such securities to persons other than established customers or accredited investors. For purposes of the rule, the phrase “accredited investors” means, in general terms, institutions with assets in excess of $5,000,000, or individuals having a net worth in excess of $1,000,000 or having an annual income that exceeds $200,000 (or that, when combined with a spouse’s income, exceeds $300,000). For transactions covered by the rule, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser’s written agreement to the transaction prior to the sale. Effectively, this discourages broker-dealers from executing trades in penny stocks. Consequently, the rule will affect the ability of purchasers in this offering to sell their securities in any market that might develop therefore because it imposes additional regulatory burdens on penny stock transactions.
 
In addition, the Securities and Exchange Commission has adopted a number of rules to regulate “penny stocks". Such rules include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Securities and Exchange Act of 1934, as amended. Because our securities constitute “penny stocks” within the meaning of the rules, the rules would apply to us and to our securities. The rules will further affect the ability of owners of shares to sell our securities in any market that might develop for them because it imposes additional regulatory burdens on penny stock transactions.
 
Shareholders should be aware that, according to Securities and Exchange Commission, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (i) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (iii) “boiler room” practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (iv) excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and (v) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired consequent investor losses. Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities.
 
Inventory in penny stocks have limited remedies in the event of violations of penny stock rules. While the courts are always available to seek remedies for fraud against us, most, if not all, brokerages require their customers to sign mandatory arbitration agreements in conjunctions with opening trading accounts. Such arbitration may be through an independent arbiter. Investors may file a complaint with FINRA against the broker allegedly at fault, and FINRA may be the arbiter, under FINRA rules. Arbitration rules generally limit discovery and provide more expedient adjudication, but also provide limited remedies in damages usually only the actual economic loss in the account. Investors should understand that if a fraud case is filed against a company in the courts it may be vigorously defended and may take years and great legal expenses and costs to pursue, which may not be economically feasible for small investors.
 
That absent arbitration agreements related to brokerage accounts, specific legal remedies available to investors of penny stocks include the following:
 
If a penny stock is sold to the investor in violation of the requirements listed above, or other federal or states securities laws, the investor may be able to cancel the purchase and receive a refund of the investment.
  
If a penny stock is sold to the investor in a fraudulent manner, the investor may be able to sue the persons and firms that committed the fraud for damages.
 
The fact that we are a penny stock company will cause many brokers to refuse to handle transactions in the stocks, and may discourage trading activity and volume, or result in wide disparities between bid and ask prices. These may cause investors significant illiquidity of the stock at a price at which they may wish to sell or in the opportunity to complete a sale. Investors will have no effective legal remedies for these illiquidity issues.
 
We will pay no dividends in the foreseeable future.
 
We have not paid dividends on our common stock and do not anticipate paying such dividends in the foreseeable future.
 
 
 
21
 
 
Rule 144 sales of common stock in the future may have a depressive effect on our stock price.
 
All of the outstanding shares of common stock held by our present officers, directors, and affiliate stockholders are “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933, as amended. As restricted Shares, these shares may be resold only pursuant to an effective registration statement or under the requirements of Rule 144 or other applicable exemptions from registration under the Act and as required under applicable state securities laws. Rule 144 provides in essence that a person who has held restricted securities for six months, under certain conditions, sell every three months, in brokerage transactions, a number of shares that does not exceed the greater of 1.0% of a company’s outstanding common stock or the average weekly trading volume during the four calendar weeks prior to the sale. There is no limit on the amount of restricted securities that may be sold by a non-affiliate after the owner has held the restricted securities for a period of six months. A sale under Rule 144 or under any other exemption from the Act, if available, or pursuant to subsequent registration of shares of common stock of present stockholders, may have a depressive effect upon the price of the common stock in the market as it develops.
 
Any sales of our common stock, if in significant amounts, are likely to depress the future market price of our securities.
 
Assuming all of the shares of common stock held by the selling security holders registered hereby are sold, we would have 37,361,010  new shares that are freely tradable and therefor available for sale, in market or private transactions.
 
Unrestricted sales of 37,361,010 shares of stock by our selling stockholders could have a huge negative impact on our share price, and the market for our shares.
  
Any new potential investors will suffer a disproportionate risk and there will be immediate dilution of existing investor’s investments.
 
Our present shareholders have acquired their securities at a cost significantly less than that which the investors purchasing pursuant to shares will pay for their stock holdings or at which future purchasers in the market may pay. Therefore, any new potential investors will bear most of the risk of loss.
 
We can issue shares of preferred stock without shareholder approval, which could adversely affect the rights of common shareholders.
 
Our Articles of Incorporation permit our Board of Directors to establish the rights, privileges, preferences and restrictions, including voting rights, of future series of stock and to issue such stock without approval from our shareholders. The rights of holders of common stock may suffer as a result of the rights granted to holders of preferred stock that may be issued in the future. In addition, we could issue preferred stock to prevent a change in control of our Company, depriving common shareholders of an opportunity to sell their stock at a price in excess of the prevailing market price.
 
We are a reporting company due to the effectiveness of this registration statement.
 
We are subject to the reporting requirements under the Securities and Exchange Act of 1934, Section 13a, due to the effectiveness of this offering, pursuant to Section 15d of the Securities Act and we intend to be registered under Section 12(g). As a result, shareholders will have access to the information required to be reported by publicly held companies under the Exchange Act and the regulations thereunder. As a result, we will be subject to legal and accounting expenses that private companies are not subject to and this could affect our ability to generate operating income.
 
 
 
22
 
 
RISKS RELATING TO OUR INTELLECTUAL PROPERTY AND POTENTIAL LITIGATION
 
We may not be able to protect our intellectual property and proprietary rights.
 
There can be no assurances that we will be able to obtain intellectual property protection that will effectively prevent any competitors from developing or marketing the same or a competing technology. In addition, we cannot predict whether we will be subject to intellectual property litigation the outcome of which is subject to uncertainty and which can be very costly to pursue or defend. We will attempt to continue to protect our proprietary designs and to avoid infringing on the intellectual property of third parties. However, there can be no assurance that we will be able to protect our intellectual property or avoid suits by third parties claiming intellectual property infringement.
 
If our patents and other intellectual property rights do not adequately protect our service offering, we may lose market share to competitors and be unable to operate our business profitably.
 
Patents and other proprietary rights are anticipated to be of value to our future business, and our ability to compete effectively with other companies depends on the proprietary nature of our current or future technologies. We also rely upon trade secrets, know-how, continuing technological innovations and licensing opportunities to develop, maintain, and strengthen our competitive position. We cannot assure you that any future patent applications will result in issued patents, that any patents issued or licensed to us will not be challenged, invalidated or circumvented or that the rights granted there under will provide a competitive advantage to us or prevent competitors from entering markets which we currently serve. Any required license may not be available to us on acceptable terms, if at all or may become invalid if the licensee’s right to such technology become challenged and/or revoked. In addition, some licenses may be non-exclusive, and therefore competitors may have access to the same technologies as we do. Furthermore, we may have to take legal action in the future to protect our trade secrets or know-how, or to defend them against claimed infringement of the rights of others. Any legal action of that type could be costly and time-consuming to us, and we cannot assure you that such actions will be successful. The invalidation of key patents or proprietary rights which we own or unsuccessful outcomes in lawsuits to protect our intellectual property may have a material adverse effect on our business, financial condition and results of operations.
 
We may in the future become subject to claims that some, or the entire service offering violates the patent or intellectual property rights of others, which could be costly and disruptive to us.
 
We operate in an industry that is susceptible to patent litigation. As a result, we or the parties we license technology from may become subject to patent infringement claims or litigation. Further, one or more of our future patents or applications may become subject to interference proceedings declared by the U.S. Patent and Trademark Office, (“USPTO”) or the foreign equivalents thereof to determine the priority of claims to inventions. The defense of intellectual property suits, USPTO interference proceedings or the foreign equivalents thereof, as well as related legal and administrative proceedings, are both costly and time consuming and may divert management's attention from other business concerns. An adverse determination in litigation or interference proceedings to which we may become a party could, among other things:
 
 
subject us to significant liabilities to third parties, including treble damages;
 
 
require disputed rights to be licensed from a third party for royalties that may be substantial;
 
 
require us to cease using such technology; or
 
 
prohibit us from selling certain of our service offerings.
 
Any of these outcomes could have a material adverse effect on our business, financial condition and results of operations.
 
 ITEM 4. USE OF PROCEEDS
 
We will not receive any proceeds from the sale of the shares being registered on behalf of our selling shareholders.
 
We may raise additional funds through a placement of shares of our common stock. At this time, there is no committed source for such funds and we cannot give any assurances of being able to raise such funds. We will require additional funds to carry out our business plan. The availability and terms of any future financing will depend on market and other conditions.
 
The monies we have raised thus far from private placements to our current Shareholders and debt financing is anticipated to be sufficient to pay all expenses of this registration statement, which is estimated to be $175,000, including the initial filing of the Form S-1 registration statement.
 
 
 
23
 
 
ITEM 5. DETERMINATION OF OFFERING PRICE
 
We have a limited established market for our common stock as quoted on the OTCQB under the symbol “TPTW.”
 
Our selling shareholders plan to sell shares at such market prices as the market may dictate from time to time or in private transactions.
 
Title
Per Share *
Common Stock
$0.014
 
* 5 day average closing price preceding filing of this Registration Statement Amendment
 
As of September 30, 2019, there were 139,027,625 shares of common stock issued and outstanding.
 
The market share price likely bears no relationship to any criteria of goodwill value, asset value, market price or any other measure of value.
 
ITEM 6. DILUTION
 
The following table sets forth with respect to existing shares being offered and under this registration, the number of our shares of common stock offered by shareholders, the percentage ownership of such shares, the total consideration paid, the percentage of total consideration paid and the average price per share. All percentages are computed based upon cumulative shares and consideration assuming sale of all shares in the line item as compared to maximum in each previous line.
 
 
 
Shares Purchased and being offered for resale
 
 
 
 
 
 
Number
 
 
Percent (1)
 
 
Price/Share
 
Existing Shareholders whose shares are being registered
  37,361,010 
  25.72%
 $0.014(3)
 
    
    
    
 
 
(1)
Percentage relates to total percentage of shares to be registered for existing shareholders.
 
 
(2)
Percentage relates to total percentage of capital raised post offering.
 
 
(3)
Based upon 5-day average closing price.
 
 “Net tangible book value” is the amount that results from subtracting the total liabilities and intangible assets from the total assets of an entity. Dilution occurs because we determined the offering price based on factors other than those used in computing book value of our stock. Dilution exists because the book value of shares held by existing stockholders is lower than the offering price offered to new investors.
 
As at September 30, 2019 and December 31, 2018, the net tangible book value of our stock was ($0.13) and ($0.09) per share, respectively.
 
ITEM 7. SELLING SECURITY HOLDERS
 
The selling shareholders obtained their shares of our stock in the following transactions:
 
Number of Shares
Original Consideration
Issue Price Per Share
4,000,000
Founders Services
$0.001
7,273,927
Asset Acquisition
$0.10 to $0.81
2,983,380
Conversion of Payables and Convertible Promissory Notes
$0.20 to $0.50
8,303,496
Private Placement
$0.10 to $0.50
8,126,649
Services
$0.10 to $0.77
1,967,192
Prior Ally Pharma
$0.001
4,706,366
Gifts to Family
$0.001
 
 
 
24
 
 
Other than the stock transactions discussed above, we have not entered into any transaction nor are there any proposed transactions in which any founder, director, executive officer, significant shareholder of our company or any member of the immediate family of any of the foregoing had or is to have a direct or indirect material interest.
 
No person who may, in the future, be considered a promoter of this offering, will receive or expect to receive assets, services or other considerations from us except those persons who are our salaried employees or directors. No assets will be, nor expected to be, acquired from any promoter on behalf of us. We have not entered into any agreements that require disclosure to the shareholders.
  
 
(a)
All of the securities listed below are being registered in this Registration Statement.  
 
 
 
 
Common Shares Held
 
 
Common Shares
 
 
% Owned
 
 
Shares Owned
 
 
% Owned
 
 
 
By Each Shareholder
 
 
To Be
 
 
Before
 
 
After
 
 
After
 
Name
 
Before Offering
 
 
Registered
 
 
Offering
 
 
Offering
 
 
Offering
 
ANDY NEAL
  180 
  180 
  0.00%
   
  0.00%
ARTHUR BRANDING
  1,000 
  1,000 
  0.00%
   
  0.00%
BERNIE KARNS
  112,500 
  112,500 
  0.08%
   
  0.00%
BERTRAM E. CUTLER
  19 
  19 
  0.00%
   
  0.00%
BREANNE ROJESKI
  200 
  200 
  0.00%
   
  0.00%
CARLOS ADAMICK MENDOZA
  100,000 
  100,000 
  0.07%
   
  0.00%
CASH CUTLER
  4 
  4 
  0.00%
   
  0.00%
CHRISTOPHER WILLIAMS
  5,200 
  5,200 
  0.00%
   
  0.00%
DALE FINCK
  1,000 
  1,000 
  0.00%
   
  0.00%
DANIEL WROBLESKI
  800 
  800 
  0.00%
   
  0.00%
FREDERICK EBERHARDT (5)
  1,015,000 
  1,015,000 
  0.70%
   
  0.00%
GUADALUPE SILVA
  9,350 
  9,350 
  0.01%
   
  0.00%
HAYDEN F. BELLAMY
  10,000 
  10,000 
  0.01%
   
  0.00%
J WINSTON MICHAEL TRAVIS OLSON
  1,000 
  1,000 
  0.00%
   
  0.00%
JAMES D. AND KAREN G. SCHINDLER JTWROS
  1,000 
  1,000 
  0.00%
   
  0.00%
JEFF OLSEN
  1,094,166 
  714,166 
  0.75%
  380,000 
  0.26%
JOHN BENDLE
  2,000 
  2,000 
  0.00%
   
  0.00%
KATHI OLSON
  10,000 
  10,000 
  0.01%
   
  0.00%
KRISTEN REDETTE OLSON
  1,000 
  1,000 
  0.00%
   
  0.00%
LOUIS ELLIOTT
  1,000 
  1,000 
  0.00%
   
  0.00%
MARISOL SCHLEMMER
  21,000 
  21,000 
  0.01%
   
  0.00%
MICHAEL EMMERS
  135,000 
  135,000 
  0.09%
   
  0.00%
ROBERT A PUTT
  2,000 
  2,000 
  0.00%
   
  0.00%
ROBERT ANDREWS
  1,000 
  1,000 
  0.00%
   
  0.00%
SHERRY ORSBORN
  7,500 
  7,500 
  0.01%
   
  0.00%
SUSAN ELLSWORTH
  400 
  400 
  0.00%
   
  0.00%
SUSAN ROLL REVOCABLE TRUST
  500,000 
  500,000 
  0.34%
   
  0.00%
THOMAS B. SEITER
  1,000 
  1,000 
  0.00%
   
  0.00%
TONI GIGLIOTTI
  200 
  200 
  0.00%
   
  0.00%
BRIAN POWERS
  783,333 
  583,333 
  0.54%
  200,000 
  0.14%
KN SOLOMON MBAGWU
  3,750,000 
  2,000,000 
  2.58%
  1,750,000 
  1.20%
EDDIE BAKER
  4 
  4 
  0.00%
   
  0.00%
JUAN C. FERNANDEZ
  12,500 
  12,500 
  0.01%
   
  0.00%
KHALID S. DAOUD
  5,000 
  5,000 
  0.00%
   
  0.00%
KOKI NAGASHIMA
  18,544 
  18,544 
  0.01%
   
  0.00%
LUI CHI HO RONALD
  174 
  174 
  0.00%
   
  0.00%
MANUEL FERNANDEZ
  550 
  550 
  0.00%
   
  0.00%
SHINICHRO GOTO
  6 
  6 
  0.00%
   
  0.00%
MATTHEW MCCRIMMON
  715,000 
  715,000 
  0.49%
   
  0.00%
PRAISE DIRECT HOLDINGS LIMITED
  1,000 
  1,000 
  0.00%
   
  0.00%
SHEN TIAOJUAN
  200 
  200 
  0.00%
   
  0.00%
 
 
 
25
 
 
ARLENA FARINAS
  300 
  300 
  0.00%
   
  0.00%
CHIUWAI SITU
  400 
  400 
  0.00%
   
  0.00%
DAVID PINTO
  200 
  200 
  0.00%
   
  0.00%
SCOTT THOMAS
  4 
  4 
  0.00%
   
  0.00%
MARK ROWAN
  6,500,000 
  2,000,000 
  4.48%
  4,500,000 
  3.10%
TODD WIGINGTON
  16,492 
  16,492 
  0.01%
   
  0.00%
RICHARD EBERHARDT (2)(4)
  19,000,000 
  2,000,000 
  13.08%
  17,000,000 
  11.71%
GARY COOK (2)(4)
  6,500,000 
  2,000,000 
  4.48%
  4,500,000 
  3.10%
STACIE STRICKER (2)(4)
  500,000 
  500,000 
  0.34%
   
  0.00%
STEPHEN J THOMAS III (2)(4)
  26,686,407 
  4,000,000 
  18.37%
  22,686,407 
  15.62%
SCOTT GOODWIN
  50,000 
  50,000 
  0.03%
   
  0.00%
LINDA KELLY
  1,000,000 
  1,000,000 
  0.69%
   
  0.00%
QUYNTWAN HENRY
  100,000 
  100,000 
  0.07%
   
  0.00%
DUANE JACKSON
  500,000 
  500,000 
  0.34%
   
  0.00%
ENOCH BRANDE
  500,000 
  500,000 
  0.34%
   
  0.00%
CANE INDUSTRIES LLC
  50,000 
  50,000 
  0.03%
   
  0.00%
PENNY PROS LLC
  50,000 
  50,000 
  0.03%
   
  0.00%
TERESA COSTELLO SCORATOW
  450,000 
  450,000 
  0.31%
   
  0.00%
JOYCE EARLY
  5,000 
  5,000 
  0.00%
   
  0.00%
NATALIE WASHCO
  5,000 
  5,000 
  0.00%
   
  0.00%
MARIO PIANA
  2,000,000 
  750,000 
  1.38%
  1,250,000 
  0.86%
CARLOS ANDRES CASTRO
  5,000 
  5,000 
  0.00%
   
  0.00%
CONRAD CALDERON
  10,000 
  10,000 
  0.01%
   
  0.00%
DELIA DEOQUINO
  10,000 
  10,000 
  0.01%
   
  0.00%
LIZETTE CALDERON
  150,000 
  150,000 
  0.10%
   
  0.00%
SHARON DARRAH
  20,000 
  20,000 
  0.01%
   
  0.00%
ANDY DOUGHTY
  60,000 
  60,000 
  0.04%
   
  0.00%
BRUNO BARBARAI
  50,000 
  50,000 
  0.03%
   
  0.00%
CARLETON GREGORY SOLLOWAY
  250,000 
  250,000 
  0.17%
   
  0.00%
CAROL JOANNE BOOTH
  100,000 
  100,000 
  0.07%
   
  0.00%
CECIL JONES
  32,000 
  32,000 
  0.02%
   
  0.00%
CELESTE JANET FITZPATRICK
  21,000 
  21,000 
  0.01%
   
  0.00%
CRAIG FULLER
  2,150,000 
  150,000 
  1.48%
  2,000,000 
  1.38%
CRAIG HILL
  100,000 
  100,000 
  0.07%
   
  0.00%
DAVID WARD
  75,000 
  75,000 
  0.05%
   
  0.00%
DEBORAH MILLER
  2,000 
  2,000 
  0.00%
   
  0.00%
DENNI GRIFFITH
  5,000 
  5,000 
  0.00%
   
  0.00%
EMILIANO BONANNO
  1,255,000 
  455,000 
  0.86%
  800,000 
  0.55%
FEIVEL INVESTMENT LLC
  30,000 
  30,000 
  0.02%
   
  0.00%
GARY STEWART
  20,000 
  20,000 
  0.01%
   
  0.00%
GRANT HENRY
  10,000 
  10,000 
  0.01%
   
  0.00%
HOLLY MEAD
  55,000 
  55,000 
  0.04%
   
  0.00%
JEBB DYKSRA
  75,000 
  75,000 
  0.05%
   
  0.00%
JOE OBEZO
  5,000 
  5,000 
  0.00%
   
  0.00%
KONSTANTIN SHAPOVALOV
  10,000 
  10,000 
  0.01%
   
  0.00%
KRISSY BARLOW TAYLOR
  50,000 
  50,000 
  0.03%
   
  0.00%
LAURIE L POWER
  10,000 
  10,000 
  0.01%
   
  0.00%
MARIO SCADE GARCIA
  25,000 
  25,000 
  0.02%
   
  0.00%
MARLA ELLERMAN
  50,000 
  50,000 
  0.03%
   
  0.00%
NORMAN BRANDER
  5 
  5 
  0.00%
   
  0.00%
PATRICK TAYLOR
  10,000 
  10,000 
  0.01%
   
  0.00%
REGGIE THOMAS (2)(6)
  165,000 
  165,000 
  0.11%
   
  0.00%
CHARLES GREGORY THOMAS (6)
  8 
  8 
  0.00%
   
  0.00%
CHARLES R THOMAS (6)
  6 
  6 
  0.00%
   
  0.00%
WIE FAMILY TRUST
  5 
  5 
  0.00%
   
  0.00%
RIGO FLORES
  10,000 
  10,000 
  0.01%
   
  0.00%
ROBERT GOOLD
  100,000 
  100,000 
  0.07%
   
  0.00%
RUDOLF EDUARD BOHLI
  500,000 
  500,000 
  0.34%
   
  0.00%
SANFORD LEAVENWORTH
  8,000 
  8,000 
  0.01%
   
  0.00%
 
 
 
26
 
 
SHIGETOMI KOMATSU
  9 
  9 
  0.00%
   
  0.00%
SHANNON JOHNSON
  350,000 
  350,000 
  0.24%
   
  0.00%
STEPHANIE KRAUSE
  88,000 
  88,000 
  0.06%
   
  0.00%
THOMAS J. POWERS
  95,333 
  12,000 
  0.07%
  83,333 
  0.06%
TOM SHAEFFER
  300,000 
  300,000 
  0.21%
   
  0.00%
WARREN WINFIELD GIBSON III
  100,000 
  100,000 
  0.07%
   
  0.00%
YU CHUNG CHO
  500,000 
  500,000 
  0.34%
   
  0.00%
BRIAN MICHAEL FIELDING
  15,035 
  15,035 
  0.01%
   
  0.00%
ANDY ELLISON
  100,000 
  100,000 
  0.07%
   
  0.00%
SHELLY FULTON
  250,000 
  250,000 
  0.17%
   
  0.00%
BRADEN SCHUSTER
  100,000 
  100,000 
  0.07%
   
  0.00%
AARON D CLARK
  282,459 
  282,459 
  0.19%
   
  0.00%
BENJAMIN AMMONS
  8,764 
  8,764 
  0.01%
   
  0.00%
BROWN LIVING TRUST
  16,492 
  16,492 
  0.01%
   
  0.00%
CAPITAL-PLUS PARTNERS
  333,422 
  333,422 
  0.23%
   
  0.00%
CHRISTIAN A. MASSETTI
  32,500 
  32,500 
  0.02%
   
  0.00%
CHRISTOPHER J. GAVIGAN
  20,330 
  20,330 
  0.01%
   
  0.00%
CHRISTOPHER SHIPPY G CANTON
  65,967 
  65,967 
  0.05%
   
  0.00%
CINDY ARMSTRONG
  125,000 
  125,000 
  0.09%
   
  0.00%
CLEAR VIEW COMMUNICATIONS
  40,000 
  40,000 
  0.03%
   
  0.00%
CONEXUS TELECOM
  125,000 
  125,000 
  0.09%
   
  0.00%
CRITICAL SYSTEMS & SUPPORT LTD
  13,476 
  13,476 
  0.01%
   
  0.00%
DAVID CLARK
  8,246 
  8,246 
  0.01%
   
  0.00%
DON & BRENDA MORRIS JT TEN
  3,298 
  3,298 
  0.00%
   
  0.00%
DOUGLAS R PETERLIN
  9,616 
  9,616 
  0.01%
   
  0.00%
EDWARD DAVIS
  30,000 
  30,000 
  0.02%
   
  0.00%
EQUITY TRUST COMPANY, CUSTODIAN FBO KARL M CRISS IRA
  4,383 
  4,383 
  0.00%
   
  0.00%
FORESIGHT GROUP LLC
  150,000 
  150,000 
  0.10%
   
  0.00%
FRED T DAVIS, JR.
  20,000 
  20,000 
  0.01%
   
  0.00%
GARY AND JAMIE GORDON JT
  7,499 
  7,499 
  0.01%
   
  0.00%
GAYLE SETZER
  50,025 
  50,025 
  0.03%
   
  0.00%
GRANT EVANS
  3,298 
  3,298 
  0.00%
   
  0.00%
GREG DREW
  3,298 
  3,298 
  0.00%
   
  0.00%
GREGG MASSETTI
  10,231 
  10,231 
  0.01%
   
  0.00%
HAL CLARK
  21,116 
  21,116 
  0.01%
   
  0.00%
IRA HUGHES
  16,492 
  16,492 
  0.01%
   
  0.00%
JASON DUNCAN
  16,492 
  16,492 
  0.01%
   
  0.00%
JIM RICHARDS
  14,500 
  14,500 
  0.01%
   
  0.00%
JOELLE CLARK
  167,541 
  167,541 
  0.12%
   
  0.00%
JOHN DREW
  111,649 
  111,649 
  0.08%
   
  0.00%
JOHN P. WARD
  36,803 
  36,803 
  0.03%
   
  0.00%
JOSEPH LAWRENCE HAGER
  20,330 
  20,330 
  0.01%
   
  0.00%
JOSH HITT
  9,525 
  9,525 
  0.01%
   
  0.00%
KIM KELLAR
  4,123 
  4,123 
  0.00%
   
  0.00%
LISA & DOUG COOPER JT
  10,956 
  10,956 
  0.01%
   
  0.00%
M-CUBE CORPORATION
  6 
  6 
  0.00%
   
  0.00%
MARK CLARK
  3,298 
  3,298 
  0.00%
   
  0.00%
MARK MONTANO
  251,649 
  251,649 
  0.17%
   
  0.00%
MARK PALUSO
  100,000 
  100,000 
  0.07%
   
  0.00%
MICHAEL FLEMING (3)
  181,953 
  181,953 
  0.13%
   
  0.00%
MICHAEL P MURPHY
  1,541,949 
  1,541,949 
  1.06%
   
  0.00%
NICK MULHOLLAND
  75,000 
  75,000