As filed with the Securities and Exchange Commission on May 4,
2022
Registration No. 333-222094
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 5
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
|
|
4899
|
|
81-3903357
|
(State or jurisdiction of
incorporation or organization)
|
|
(Primary Standard Industrial
Classification Code Number)
|
|
(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:
Christen Lambert, Attorney at Law
2920 Forestville Rd, Ste 100, PMB 1155 • Raleigh, North Carolina
27616 • Phone: 919-473-9130
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. ☒
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, a
smaller reporting company, or an emerging growth company. See the
definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule
12b-2 of the Exchange Act.
Large accelerated filer
|
☐
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Accelerated filer
|
☐ |
Non-accelerated filer
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☒
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Smaller reporting company
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☒ |
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Emerging growth company
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☒ |
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. ☐
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities To Be
Registered
|
|
Amount To Be Registered
|
|
|
Proposed Maximum Offering Price Per Share (4)
|
|
|
Proposed Maximum Aggregate Offering
Price(1)
|
|
|
Amount of
Registration Fee
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock by Selling Shareholders
|
|
|
26,607,309 |
(2) |
|
$ |
0.0102 |
|
|
$ |
271,394.55 |
|
|
$ |
25.16 |
(3) |
_________________________
|
(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
high and low prices of the common stock on April 26, 2022 as
reported on the OTC QB.
|
|
(2)
|
The previous amount of shares registered was 26,607,309. The amount
to be registered has not changed.
|
|
(3)
|
$763.68 was paid with original S-1 filing.
|
|
(4)
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$0.014 was the original proposed maximum offering price after the
effectiveness of the registration statement on February 13,
2019. This proposed maximum offering price per share reflects
the 5-day average of the high and low price on April 26, 2022.
|
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. 5 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, 2021, that was filed with the SEC on April 14, 2022, and (ii)
update certain other information in the Registration Statement to
reflect current business operations.
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. 5. All applicable registration fees were paid at the time of
the original filing of the Registration Statement.
PROSPECTUS
TPT GLOBAL TECH, INC.
We are registering securities listed for sale on behalf of selling
shareholders: 26,607,309 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
$0.0102 in the past 5 trading days as of April 26, 2022.
Title
|
|
Price Per Share
|
Common Stock
|
|
$0.0102*
|
*$0.014 was the original proposed maximum offering price after the
effectiveness of the registration statement on February 13,
2019. This proposed maximum offering price per share reflects
the 5-day average of the high and low price as proposed on April
26, 2022.
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 May 4, 2022.
TABLE
OF CONTENTS
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
The Company was originally incorporated in 1988 in the state of
Florida. TPT Global, Inc., a Nevada corporation formed in June
2014, merged with Ally Pharma US, Inc., a Florida corporation,
(“Ally Pharma”, formerly known as Gold Royalty Corporation) in a
“reverse merger” wherein Ally Pharma issued 110,000,000 shares of
Common Stock, or 80% ownership, to the owners of TPT Global, Inc.
in exchange for all outstanding common stock of TPT Global Inc. and
Ally Pharma agreed to change its name to TPT Global Tech, Inc.
(jointly referred to as “the Company” or “TPTG”).
The following acquisitions have resulted in entities which have
been consolidated into TPTG since the reverse merger in 2014.
Name
|
|
Herein referred to as
|
|
Acquisition or
Incorporation Date
|
|
Ownership
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|
TPT Global Tech, Inc.
|
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Company or TPTG
|
|
1988
|
|
100
|
%
|
K
Telcom and Wireless LLC
|
|
K
Telecom
|
|
2014
|
|
100
|
%
|
Global Telecom International LLC
|
|
Global Telecom
|
|
2014
|
|
100
|
%
|
Copperhead Digital Holdings, Inc.
|
|
Copperhead Digital or CDH
|
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2015
|
|
100
|
%
|
TruCom, LLC
|
|
TruCom
|
|
2015
|
|
100
|
%
|
Nevada Utilities, Inc.
|
|
Nevada Utilities
|
|
2015
|
|
100
|
%
|
CityNet Arizona, LLC
|
|
CityNet
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2015
|
|
100
|
%
|
San Diego Media Inc.
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SDM
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2016
|
|
100
|
%
|
Blue Collar Production, Inc.
|
|
Blue Collar
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2018
|
|
100
|
%
|
TPT SpeedConnect, LLC
|
|
TPT SpeedConnect
|
|
2019
|
|
100
|
%
|
TPT Federal, LLC
|
|
TPT Federal
|
|
2020
|
|
100
|
%
|
TPT MedTech, LLC
|
|
TPT MedTech
|
|
2020
|
|
100
|
%
|
InnovaQor, Inc./TPT Strategic, Inc.
|
|
InnovaQor and TPT Strategic
|
|
2020
|
|
94
|
%
|
QuikLab 1 LLC
|
|
Quiklab 1
|
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2020
|
|
80
|
%
|
QuikLAB 2, LLC
|
|
QuikLAB 2
|
|
2020
|
|
80
|
%
|
QuikLAB 3, LLC
|
|
QuikLAB 3
|
|
2020
|
|
100
|
%
|
The Fitness Container, LLC
|
|
Air Fitness
|
|
2020
|
|
75
|
%
|
TPT Global Tech Asia Limited
|
|
TPT Asia
|
|
2020
|
|
78
|
%
|
TPT MedTech UK LTD
|
|
TPT MedTech UK
|
|
2020
|
|
100
|
%
|
TPT Global Defense Systems, Inc.
|
|
TPT Global Defense
|
|
2021
|
|
100
|
%
|
TPT Innovations Technology, Inc.
|
|
TPT Innovations
|
|
2021
|
|
100
|
%
|
TPT Global Caribbean Inc.
|
|
TPT Caribbean
|
|
2021
|
|
100
|
%
|
TPT Media and Entertainment, LLC
|
|
TPT Media and Entertainment
|
|
2021
|
|
100
|
%
|
VuMe Live, LLC
|
|
VuMe Live
|
|
2021
|
|
100
|
%
|
Digithrive, LLC
|
|
Digithrive
|
|
2021
|
|
100
|
%
|
We are based in San Diego, California, and operate as a
technology-based company with divisions providing
telecommunications, medical technology and product distribution,
media content for domestic and international syndication as well as
technology solutions. We operate on our own proprietary Global
Digital Media TV and Telecommunications infrastructure platform and
also provide technology solutions to businesses domestically and
worldwide. We offer Software as a Service (SaaS), Technology
Platform as a Service (PAAS), Cloud-based Unified Communication as
a Service (UCaaS) and carrier-grade performance and support for
businesses over our private IP MPLS fiber and wireless network in
the United States. Our cloud-based UCaaS services allow businesses
of any size to enjoy all the latest voice, data, media and
collaboration features in today's global technology markets. We
also operate as a Master Distributor for Nationwide Mobile Virtual
Network Operators (MVNO) and Independent Sales Organization (ISO)
as a Master Distributor for Pre-Paid Cellphone services, Mobile
phones, Cellphone Accessories and Global Roaming Cellphones.
We anticipate needing an estimated $38,000,000 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. 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.
OTCQB Stock Symbol
Currently there is a limited public trading market for our stock on
OTCQB under the symbol “TPTW.”
Our Business Segments
Our business segment consists generally of providing strategic,
legacy and data integration products and services to small, medium
and enterprise business, wholesale and governmental customers,
including other communication providers. Our strategic products and
services offered to these customers include our collocation,
hosting, broadband, VoIP, information technology and other
ancillary services. Our services offered to these customers
primarily include local and long-distance voice, inducing the sale
of unbundled network elements (“UNEs”), switched access and other
ancillary services. Our product offerings include the sale of
telecommunications equipment located on customers’ premises and
related products and professional services, all of which are
described further below.
Our products and services include local and long-distance voice,
broadband, Ethernet, collocation, hosting (including cloud hosting
and managed hosting), data integration, video, network, public
access, VoIP, information technology and other ancillary
services.
We offer our customers the ability to bundle together several
products and services. For example, we offer integrated and
unlimited local and long-distance voice services. Our customers can
also bundle two or more services such as broadband, video
(including through our strategic partnerships), voice services. We
believe our customers value the convenience and price discounts
associated with receiving multiple services through a single
company.
Most of our products and services are provided using our
telecommunications network, which consists of voice and data
switches, copper cables, fiber-optic cables and other
equipment.
Our key products and services are described in greater detail in
the Information with Respect to the Registrant Section.
Government Regulation
Overview
As discussed further below, our operations are subject to
significant local, state, federal and foreign laws and
regulations.
We are subject to the significant regulations by the FCC, which
regulates interstate communications, and state utility commissions,
which regulate intrastate communications. These agencies (i) issue
rules to protect consumers and promote competition, (ii) set the
rates that telecommunication companies charge each other for
exchanging traffic, and (iii) have traditionally developed and
administered support programs designed to subsidize the provision
of services to high-cost rural areas. In most states, local voice
service, switched and special access services and interconnection
services are subject to price regulation, although the extent of
regulation varies by type of service and geographic region. In
addition, we are required to maintain licenses with the FCC and
with state utility commissions. Laws and regulations in many states
restrict the manner in which a licensed entity can interact with
affiliates, transfer assets, issue debt and engage in other
business activities. Many acquisitions and divestitures may require
approval by the FCC and some state commissions. These agencies
typically have the authority to withhold their approval, or to
request or impose substantial conditions upon the transacting
parties in connection with granting their approvals.
The Center for Medicare & Medicaid Services (“CMS”) regulates
all of our mobile laboratory testing activities performed on humans
in the United States through Clinical Laboratory Improvement
Amendments (‘CLIA’) which covers approximately 260,000 laboratory
entities. We obtain CLIA licenses where necessary to
operate our mobile laboratories. We also hire staffing
agencies that work the health care industry with the appropriate
health care workers to operate the mobile laboratories, which
agencies and workers are regulated by state and local agencies like
the agency for Health Care Administration in Florida
(“AHCA”). Each state and local jurisdiction has their own
agency or regulatory organization that we follow and adhere to
their laws and guidelines in relation operating our mobile testing
facilities.
The description beginning on page 61 discusses some of the major
industry regulations that may affect our traditional operations,
but numerous other regulations not discussed below could also
impact us. Some legislation and regulations are currently the
subject of judicial, legislative and administrative proceedings
which could substantially change the manner in which the
telecommunications industry operates and the amount of revenues we
receive for our services.
Neither the outcome of these proceedings, nor their potential
impact on us, can be predicted at this time. For additional
information, see "Risk Factors."
The laws and regulations governing our affairs are quite complex
and occasionally in conflict with each other. From time to time, we
are fined for failing to meet applicable regulations or service
requirements.
Summary of Financial Information
The following summary consolidated statements of operations
data for the fiscal years ended December 31, 2021 and 2020 have
been derived from our audited consolidated financial statements
included elsewhere in this prospectus. The summary consolidated
balance sheet data as of December 31, 2021 and 2020 are derived
from our consolidated financial statements that are included
elsewhere in this prospectus. The historical financial data
presented below is not necessarily indicative of our financial
results in future periods, and the results for the year ended
December 31, 2021 is not necessarily indicative of our operating
results to be expected for the full fiscal year ending December 31,
2022 or any other period. You should read the summary consolidated
financial data in conjunction with those financial statements and
the accompanying notes and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations.” Our consolidated
financial statements are prepared and presented in accordance with
United States generally accepted accounting principles, or U.S.
GAAP. Our consolidated financial statements have been prepared on a
basis consistent with our audited financial statements and include
all adjustments, consisting of normal and recurring adjustments
that we consider necessary for a fair presentation of the financial
position and results of operations as of and for such
periods.
|
|
December 31,
|
|
|
|
2021
|
|
|
2020
|
|
|
|
(Audited)
|
|
|
(Audited)
|
|
Total Assets
|
|
$ |
10,677,425 |
|
|
$ |
12,836,688 |
|
Current Liabilities
|
|
$ |
33,506,335 |
|
|
$ |
32,836,215 |
|
Long-term Liabilities
|
|
$ |
3,195,048 |
|
|
$ |
3,716,529 |
|
Stockholders’ Deficit
|
|
$ |
(31,063,023 |
) |
|
$ |
(28,510,529 |
) |
|
|
Years Ended
|
|
|
|
December 31,
2021
(Audited)
|
|
|
December 31,
2020
(Audited)
|
|
Revenues
|
|
$ |
10,029,579 |
|
|
$ |
11,094,170 |
|
Net Loss Attributable to TPTG Shareholders
|
|
$ |
(4,018,893 |
) |
|
$ |
(8,071,851 |
) |
At December 31, 2021, the accumulated deficit was $44,921,837. At
December 31, 2020, the accumulated deficit was $40,902,944. We
anticipate that we will operate in a deficit position and continue
to sustain net losses for the foreseeable future.
The Offering
We are registering 26,607,309 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 (April 25, 2022)
|
|
|
923,029,038 |
|
Maximum common shares being offered by our existing selling
shareholders
|
|
|
26,607,309 |
|
Maximum common shares outstanding after this offering
|
|
|
923,029,038 |
|
We are authorized to issue 2,500,000,000 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 43,186,854 shares of restricted common stock as of
this date. Our shares being registered were issued in the following
amounts and at the following prices:
Number of Shares
|
Original Consideration
|
Issue Price Per Share
|
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
|
6,303,496
|
Private Placement
|
$0.10 to $0.50
|
2,876,649
|
Services
|
$0.10 to $0.77
|
1,967,192
|
Prior Ally Pharma
|
$0.001
|
4,706,366
|
Gifts to Family
|
$0.001
|
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS
This prospectus contains forward-looking statements.
Forward-looking statements give our current expectations or
forecasts of future events. You can identify these statements by
the fact that they do not relate strictly to historical or current
facts. Forward-looking statements involve risks and uncertainties
and include statements regarding, among other things, our projected
revenue growth and profitability, our growth strategies and
opportunity, anticipated trends in our market and our anticipated
needs for working capital. They are generally identifiable by use
of the words “may,” “will,” “should,” “anticipate,” “estimate,”
“plans,” “potential,” “projects,” “continuing,” “ongoing,”
“expects,” “management believes,” “we believe,” “we intend” or the
negative of these words or other variations on these words or
comparable terminology. These statements may be found under the
sections entitled “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” and “Business,” as
well as in this prospectus generally. In particular, these include
statements relating to future actions, prospective products, market
acceptance, future performance or results of current and
anticipated products, sales efforts, expenses, and the outcome of
contingencies such as legal proceedings and financial results.
Examples of forward-looking statements in this prospectus include,
but are not limited to, our expectations regarding our business
strategy, business prospects, operating results, operating
expenses, working capital, liquidity and capital expenditure
requirements. Important assumptions relating to the forward-looking
statements include, among others, assumptions regarding demand for
our products, the cost, terms and availability of components,
pricing levels, the timing and cost of capital expenditures,
competitive conditions and general economic conditions. These
statements are based on our management’s expectations, beliefs and
assumptions concerning future events affecting us, which in turn
are based on currently available information. These assumptions
could prove inaccurate. Although we believe that the estimates and
projections reflected in the forward-looking statements are
reasonable, our expectations may prove to be incorrect.
Important factors that could cause actual results to differ
materially from the results and events anticipated or implied by
such forward-looking statements include, but are not limited
to:
·
|
increased levels of
competition; |
|
|
·
|
changes in the market acceptance of
our products; |
|
|
·
|
changes in political, economic or
regulatory conditions generally and in the markets in which we
operate; |
|
|
·
|
our relationships with our key
customers; |
|
|
·
|
our ability to retain and attract
senior management and other key employees; |
|
|
·
|
our ability to quickly and
effectively respond to new technological developments; |
|
|
·
|
our ability to protect our trade
secrets or other proprietary rights, operate without infringing
upon the proprietary rights of others and prevent others from
infringing on the proprietary rights of the Company; and |
|
|
·
|
other risks, including those
described in the “Risk Factors” discussion of this prospectus. |
We operate in a very competitive and rapidly changing environment.
New risks emerge from time to time. It is not possible for us to
predict all of those risks, nor can we assess the impact of all of
those risks on our business or the extent to which any factor may
cause actual results to differ materially from those contained in
any forward-looking statement. The forward-looking statements in
this prospectus are based on assumptions management believes are
reasonable. However, due to the uncertainties associated with
forward-looking statements, you should not place undue reliance on
any forward-looking statements. Further, forward-looking statements
speak only as of the date they are made, and unless required by
law, we expressly disclaim any obligation or undertaking to
publicly update any of them in light of new information, future
events, or otherwise.
RISK FACTORS
This investment has a high degree of risk. Before you invest
you should carefully consider the risks and uncertainties described
below and the other information in this prospectus. If any of the
following risks actually occur, our business, operating results and
financial condition could be harmed and the value of our stock
could go down. This means you could lose all or a part of your
investment. You should carefully consider the risks
described below together with all of the other information included
in our public filings before making an investment decision with
regard to our securities. The statements contained in or
incorporated into this document that are not historic facts are
forward-looking statements that are subject to risks and
uncertainties that could cause actual results to differ materially
from those set forth in or implied by forward-looking statements.
If any of the following events described in these risk factors
actually occur, our business, financial condition or results of
operations could be harmed. In that case, the trading price of our
common stock could decline, and you may lose all or part of your
investment. Moreover, additional risks not presently known to us or
that we currently deem less significant also may impact our
business, financial condition or results of operations, perhaps
materially. For additional information regarding risk factors, see
“Forward-Looking Statements.”
Special Information Regarding Forward-Looking
Statements
The information herein contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. Actual results may materially differ from those projected
in the forward-looking statements as a result of certain risks and
uncertainties set forth in this report. Although management
believes that the assumptions made and expectations reflected in
the forward-looking statements are reasonable, there is no
assurance that the underlying assumptions will, in fact, prove to
be correct or that actual results will not be different from
expectations expressed in this report.
We desire to take advantage of the “safe harbor” provisions of the
Private Securities Litigation Reform Act of 1995. This filing
contains a number of forward-looking statements that reflect
management’s current views and expectations with respect to our
business, strategies, products, future results and events, and
financial performance. All statements made in this filing other
than statements of historical fact, including statements addressing
operating performance, clinical developments which management
expects or anticipates will or may occur in the future, including
statements related to our technology, market expectations, future
revenues, financing alternatives, statements expressing general
optimism about future operating results, and non-historical
information, are forward looking statements. In particular, the
words “believe,” “expect,” “intend,” “anticipate,” “estimate,”
“may,” variations of such words, and similar expressions identify
forward-looking statements, but are not the exclusive means of
identifying such statements, and their absence does not mean that
the statement is not forward-looking. These forward-looking
statements are subject to certain risks and uncertainties,
including those discussed below. Our actual results, performance or
achievements could differ materially from historical results as
well as those expressed in, anticipated, or implied by these
forward-looking statements. We do not undertake any obligation to
revise these forward-looking statements to reflect any future
events or circumstances.
Readers should not place undue reliance on these forward-looking
statements, which are based on management’s current expectations
and projections about future events, are not guarantees of future
performance, are subject to risks, uncertainties and assumptions
(including those described below), and apply only as of the date of
this filing. Our actual results, performance or achievements could
differ materially from the results expressed in, or implied by,
these forward-looking statements. Factors which could cause or
contribute to such differences include, but are not limited to, the
risks to be discussed in this Form S-1 Registration and in the
press releases and other communications to shareholders issued by
us from time to time which attempt to advise interested parties of
the risks and factors which may affect our business. We undertake
no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events,
or otherwise. For additional information regarding forward-looking
statements, see “Forward-Looking Statements.
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:
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cable operators offering high-speed Internet connectivity services
and voice communications;
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incumbent and competitive local exchange carriers providing DSL
services over their existing wide, metropolitan and local area
networks;
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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;
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internet service providers offering dial-up Internet
connectivity;
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municipalities and other entities operating free or subsidized WiFi
networks;
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providers of VoIP telephony services;
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wireless Internet service providers using licensed or unlicensed
spectrum;
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satellite and fixed wireless service providers offering or
developing broadband Internet connectivity and VoIP telephony;
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electric utilities and other providers offering or planning to
offer broadband Internet connectivity over power
lines; and
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resellers providing wireless Internet service by “piggy-backing” on
DSL or WiFi networks operated by others.
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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:
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difficulties in integrating acquired technologies and operations
into our business while maintaining uniform standards, controls,
policies and procedures;
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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;
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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
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the inability to predict or anticipate market developments and
capital commitments relating to the acquired company, business or
technology.
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Acquisitions of and joint ventures with companies organized
outside the United States often involve additional risks,
including:
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difficulties, as a result of distance, language or culture
differences, in developing, staffing and managing foreign
operations;
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lack of control over our joint ventures and other business
relationships;
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currency exchange rate fluctuations;
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longer payment cycles;
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credit risk and higher levels of payment fraud;
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foreign exchange controls that might limit our control over, or
prevent us from repatriating, cash generated outside the United
States;
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potentially adverse tax consequences;
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expropriation or nationalization of assets;
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differences in regulatory requirements that may make it difficult
to offer all of our services;
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unexpected changes in regulatory requirements;
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trade barriers and import and export restrictions; and
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political or social unrest and economic instability.
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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:
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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;
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we may be unable to refinance our indebtedness on terms acceptable
to us or at all;
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if substantial indebtedness continues it could make us more
vulnerable to economic downturns and limit our ability to withstand
competitive pressures; and
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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.
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paying dividends to our stockholders;
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incurring, or cause certain of our subsidiaries to incur,
additional indebtedness;
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permitting liens on or conduct sales of any assets pledged as
collateral;
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selling all or substantially all of our assets or consolidate or
merge with or into other companies;
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repaying existing indebtedness; and
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engaging in transactions with affiliates.
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As of December 31, 2021, the total debt or financing arrangements
was $14,273,225, of which approximately $7,237,128 or 21% of total
current liabilities is past due. As of December 31, 2021, the
Company had financing lease liability-related amounts of $966,759.
Subsequent to December 31, 2021, holders of financing arrangements
and other current liabilities with the Company totaling $10,417,602
agreed to either forgive their balances owing to them by the
Company or exchange their amounts outstanding as of March 31, 2022,
for shares of Series E Preferred Stock of the Company. As such,
1,929,566 shares of Series E Preferred Stock were issued in
exchange for $9,647,832 in outstanding financing arrangements and
other current liabilities and $769,770 was forgiven and will be
recognized as a contribution to Mezzanine Equity. 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.
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:
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inability to satisfy build-out or service deployment requirements
upon which our spectrum licenses or leases are, or may be,
conditioned;
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increases in spectrum acquisition costs;
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adverse changes to regulations governing our spectrum rights;
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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;
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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;
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failure of the FCC or other regulators to renew our spectrum
licenses as they expire; and
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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.
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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:
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competition from service providers using more traditional and
commercially proven means to deliver similar or alternative
services;
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competition from new service providers using more efficient, less
expensive technologies, including products not yet invented or
developed;
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uncertain consumer acceptance;
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realizing economies of scale;
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responding successfully to advances in competing technologies in a
timely and cost-effective manner;
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migration toward standards-based technology, requiring substantial
capital expenditures; and
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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:
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successfully develop or market new services or product offerings or
enhance existing services offerings;
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educate third-party sales organizations adequately for them to
promote and sell our services offerings;
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develop, market and distribute existing and future services
offerings in a cost-effective manner; or
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operate the facilities needed to provide our services
offerings.
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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.
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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.
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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.
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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.
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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.
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.
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:
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distraction of our management team
in identifying potential acquisition targets, conducting due
diligence and negotiating acquisition agreements; |
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difficulties in integrating the
operations, personnel, products, technologies and systems of
acquired businesses; |
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difficulties in enhancing our
customer support resources to adequately service our existing
customers and the customers of acquired businesses; |
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the potential loss of key employees
or customers of the acquired businesses; |
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unanticipated liabilities or
contingencies of acquired businesses; |
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unbudgeted costs which we may incur
in connection with pursuing potential acquisitions which are not
consummated; |
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failure to achieve projected cost
savings or cash flow from acquired businesses, which are based on
projections that are inherently uncertain; |
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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 |
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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 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."
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.
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. We cannot
provide any assurance that we will realize, in full or in part, the
anticipated benefits we expect from the introduction of new
technologies, or that any new technologies will be rolled out
across our footprint in the timeframe we anticipate. 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:
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our subscribers may experience lower call quality than they
experience with traditional wireline telephone companies, including
static, echoes and transmission delays;
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our subscribers may experience higher dropped-call rates than they
experience with traditional wireline telephone
companies; and
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a power loss or Internet access interruption causes our service to
be interrupted.
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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.
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 service 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.
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.
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.
COVID-19 effects on the economy may negatively affect our
Company business.
In December 2019, COVID-19 emerged and has subsequently spread
worldwide. The World Health Organization has declared COVID-19 a
pandemic resulting in federal, state and local governments and
private entities mandating various restrictions, including travel
restrictions, restrictions on public gatherings, stay at home
orders and advisories and quarantining of people who may have been
exposed to the virus.
As the COVID-19 pandemic is complex and rapidly evolving, the
Company's business may be negatively affected for a sustained time
frame. At this point, we cannot reasonably estimate the duration
and severity of this pandemic, which could have a material adverse
impact on our business, results of operations, financial position
and cash flows.
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 years ended
December 31, 2021 and 2020. Financing activities described below
have helped with working capital and other capital
requirements.
We incurred $4,095,507 and $8,119,268, respectively, in losses, and
we used $995,093 and $489,573, respectively, in cash for operations
for the years ended December 31, 2021 and 2020. We calculate the
net cash used by operating activities by decreasing, or increasing
in case of gain, our let loss by those items that do not require
the use of cash such as depreciation, amortization, promissory note
issued for research and development, note payable issued for legal
fees, derivative expense or gain, gain on extinguishment of debt,
loss on conversion of notes payable, impairment of goodwill and
long-loved assts and share-based compensation which totaled to a
net $(1,170,451) for 2021 and $5,378,277 for 2020.
In addition, we report increases and reductions in liabilities as
uses of cash and deceases assets and increases in liabilities as
sources of cash, together referred to as changes in operating
assets and liabilities. For the year ended December 31, 2021,
we had a net increase in our assets and liabilities of $4,270,865
primarily from an increase in accounts payable from lag of payments
for accounts payable for cash flow considerations and an increase
in the balances from our operating lease liabilities. For the
year ended December 31, 2020, we had a net increase to our assets
and liabilities of $2,251,418 for similar reasons.
Cash flows from financing activities were $1,169,810 and $817,608
for the years ended December 31, 2021 and 2020, respectively.
For the year ended December 30, 2021, these cash flows were
generated from the sale of Series D Preferred Stock, common stock
subscriptions of $610,502, proceeds from convertible notes, loans
and advances of $3,900,400 offset by payment on convertible loans,
advances and factoring agreements of $3,502,592 and payments on
convertible notes and amounts payable – related parties of
$64,480. For the year ended December 31, 2020, cash flows
from financing activities primarily came from proceeds from the
sale of interest in QuikLABS of $460,000, convertible notes, loans
and advances of $1,753,204 offset by payments on convertible loans,
advances and factoring agreements of $1,169,330.
Cash flows provided by (used in) investing activities were $324,040
and $(500,898), respectively, for the years ended December 31, 2021
and 2020 primarily related to the acquisition of property and
equipment and the purchase of intangibles.
These factors raise substantial doubt about the ability of the
Company to continue as a going concern for a period of one year
from the issuance of these financial statements. The financial
statements do not include any adjustments that might result from
the outcome of this uncertainty.
In December 2019, COVID-19 emerged and has subsequently spread
worldwide. The World Health Organization has declared COVID-19 a
pandemic resulting in federal, state and local governments and
private entities mandating various restrictions, including travel
restrictions, restrictions on public gatherings, stay at home
orders and advisories and quarantining of people who may have been
exposed to the virus. After close monitoring and responses and
guidance from federal, state and local governments, in an effort to
mitigate the spread of COVID-19, around March 18, 2020 for a period
of time, the Company closed its Blue Collar office in Los Angeles
and its TPT SpeedConnect offices in Michigan, Idaho and
Arizona. Most employees were working remotely, however this
is not possible with certain employees and all subcontractors that
work for Blue Collar. The Company continues to monitor
developments, including government requirements and recommendations
at the national, state, and local level to evaluate possible
extensions to all or part of such closures.
The Company has taken advantage of the stimulus offerings and
received $1,402,700 in PPP loans. All of these PPP loans were
forgiven in the year ended December 31, 2021. The Company is
also in the process of trying to raise debt and equity financing,
some of which may have to be used for working capital shortfalls if
revenues continue to decline.
In order for us to continue as a going concern for a period of one
year from the issuance of these financial statements, we will need
to obtain additional debt or equity financing and look for
companies with cash flow positive operations that we can acquire.
There can be no assurance that we will be able to secure additional
debt or equity financing, that we will be able to acquire cash flow
positive operations, or that, if we are successful in any of those
actions, those actions will produce adequate cash flow to enable us
to meet all our future obligations. Most of our existing financing
arrangements are short-term. If we are unable to obtain additional
debt or equity financing, we may be required to significantly
reduce or cease operations.
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.
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 preferred stock and
options and 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.
As of December 31, 2021, we had the following convertible
promissory notes, preferred stock and options and warrants
outstanding that are convertible into common shares as follows:
|
|
2021
|
|
Convertible Promissory Notes
|
|
|
429,623,112 |
|
Series A Preferred Stock (1)
|
|
|
1,349,817,125 |
|
Series B Preferred Stock
|
|
|
2,588,693 |
|
Series D Preferred Stock (2)
|
|
|
25,297,722 |
|
Stock Options and Warrants
|
|
|
111,000,000 |
|
|
|
|
1,918,326,652 |
|
________________
|
(1)
|
Holder of the Series A Preferred Stock which is Stephen J. Thomas,
is guaranteed 60% of the then outstanding common stock upon
conversion. The Company would have to authorize additional shares
for this to occur as only 1,250,000,000 shares were currently
authorized as of December 31, 2021 and 2,500,000,000 as of April
25, 2022.
|
|
|
|
|
(2)
|
Holders of the Series D Preferred Stock may decide after 12 months
to convert to common stock @ 75% of the 30-day average market
closing price (for previous 30 business days) divided into $5.00.
There is also an automatic conversion of the Series D Preferred
Stock without consent of holders upon any national exchange listing
approval and the registration effectiveness of common stock
underlying the conversion rights. The automatic conversion to
common from Series D Preferred shall be on the same conversion
basis.
|
Stock Options
|
|
Options Outstanding
|
|
|
Vested
|
|
|
Vesting Period
|
|
|
Exercise Price Outstanding and
Exercisable
|
|
|
Expiration Date
|
|
December 31, 2019
|
|
|
3,000,000 |
|
|
|
3,000,000 |
|
|
12 to 18 months
|
|
|
$ |
0.10 |
|
|
3-1-20 to 3-21-21
|
|
Expired
|
|
|
(2,000,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2020
|
|
|
1,000,000 |
|
|
|
1,000,000 |
|
|
12 months
|
|
|
$ |
0.10 |
|
|
3-21-21
|
|
Expired
|
|
|
(1,000,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2021
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
On October 14, 2017, the Board of Directors and majority
stockholders of TPT approved the 2017 TPT Global Tech, Inc. Stock
Option and Award Incentive Plan (“the 2017 Plan.”) There are
20,000,000 shares of our common stock reserved under the 2017
Plan.
Warrants
As of December 31, 2021, there were 111,000,000 warrants
outstanding that expire in five years or in the year ended December
31, 2024. As part of the Convertible Promissory Notes payable
– third party issuance in Note 5, the Company issued 3,333,333
warrants to purchase 3,333,333 common shares of the Company at 70%
of the current market price. Current market price means the
average of the three lowest trading prices for our common stock
during the ten-trading day period ending on the latest complete
trading day prior to the date of the respective exercise
notice. However, if a required registration statement,
registering the underlying shares of the Convertible Promissory
Notes, is declared effective on or before June 11, 2019 to
September 11, 2019, then, while such Registration Statement is
effective, the current market price shall mean the lowest volume
weighted average price for our common stock during the ten-trading
day period ending on the last complete trading day prior to the
conversion date. Since issuance of the 3,333,333
originally issued, 2,333,333 of the warrants have been bought back
or exercised.
During the year ended December 31, 2021, the Company issued
warrants in conjunction with the issuance of the FirstFire Note,
the Cavalry Investment Note and the Cavalry Fund I Note
agreements. Warrants to purchase 110,000,000 shares of common
stock at 110% of the opening price on the first day the Company
trades on the Nasdaq exchange were issued to these note
holders.
On January 31, 2022, TPT Global Tech, Inc. issued warrants in
conjunction with the issuance of Talos and Blue Lake Note
Agreements. Warrants to purchase 18,116,666 shares of common
stock at $0.015 per share provided, however, that if the Company
consummates an uplist offering on or before July 6, 2022 then the
exercise price shall be 110% of the offering price at which the
uplist offering is made.
Current market price means the average of the three lowest trading
prices for our common stock during the ten-trading day period
ending on the latest complete trading day prior to the date of the
respective exercise notice.
The exercise of the options, warrants, convertible promissory notes
and Series A, B, C, D and E Series Preferred Stock into shares of
our common stock could have a dilutive effect to the holdings of
our existing shareholders.
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 89)
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
$38,000,000 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.
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 salespeople 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;
and
|
|
•
|
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 common 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, after any conversion from
Preferred Stock.
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.
The regulation of penny stocks by SEC and FINRA may
discourage the tradability of our common stock or other
securities.
We are a “penny stock” company. Our common stock currently trades
on the OTCQB under the symbol “TPTW” and 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 on common
stock.
We have not paid dividends on our common stock and do not
anticipate paying such dividends in the foreseeable future. The
Series D and Series E Preferred Stock will be paid 6% per annum on
a cumulative basis, in cash or in registered common stock.
Rule 144 sales of 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, common 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 any market that may develop.
Any sales of our common stock, if in significant amounts,
are likely to depress the future market price of our
securities.
Assuming all the shares of common stock held by the selling
security holders registered hereby are sold, we would have
26,607,309 new shares that are freely tradable and therefor
available for sale, in market or private transactions.
Unrestricted sales of 26,607,309 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 hereto
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 future series of 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.
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 is anticipated to be sufficient to pay all
expenses of this registration statement, which is estimated to be
$175,000.
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
|
$0.0102
|
* 5-day average closing price preceding filing of this Registration
Statement Amendment
As of May 4, 2022, there were 923,029,038 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 (1)
|
|
|
Percent (2)
|
|
|
Price/Share
|
|
Existing Shareholders whose shares are being registered
|
|
|
26,607,309 |
|
|
|
2.88 |
% |
|
$ |
0.0102 |
(3) |
_________________
|
(1)
|
Shares to be registered for existing shareholders.
|
|
(2)
|
Percentage relates to total percentage of capital raised post
offering.
|
|
(3)
|
$0.014 was the original proposed maximum offering price after the
effectiveness of the registration statement on February 13,
2019. This proposed maximum offering price per share reflects
the 5-day average of the high and low price as proposed on April
26, 2022.
|
“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 December 31, 2021 and December 31, 2020, the net tangible
book value of our stock was ($0.037) and ($0.039) 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
|
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
|
6,303,496
|
Private Placement
|
$0.10 to $0.50
|
2,876,649
|
Services
|
$0.10 to $0.77
|
1,967,192
|
Prior Ally Pharma
|
$0.001
|
4,706,366
|
Gifts to Family
|
$0.001
|
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.
|
|
|
|
Name
|
|
Common Shares Held
By Each
Shareholder
Before
Offering
|
|
|
Common
Shares
To Be
Registered
|
|
|
% Owned
Before
Offering (1)
|
|
|
Shares
Owned
After
Offering
|
|
|
% Owned
After
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 |
|
|
|
0.01 |
% |
|
|
— |
|
|
|
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 |
|
|
|
0.01 |
% |
|
|
— |
|
|
|
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 |
|
|
|
0.11 |
% |
|
|
— |
|
|
|
0.00 |
% |
GUADALUPE SILVA
|
|
|
9,350 |
|
|
|
9,350 |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
0.00 |
% |
HAYDEN F. BELLAMY
|
|
|
10,000 |
|
|
|
10,000 |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
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
|
|
|
1,417,000 |
|
|
|
714,166 |
|
|
|
0.15 |
% |
|
|
702,834 |
|
|
|
0.08 |
% |
JOHN BENDLE
|
|
|
2,000 |
|
|
|
2,000 |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
0.00 |
% |
KATHI OLSON
|
|
|
10,000 |
|
|
|
10,000 |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
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 |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
0.00 |
% |
MICHAEL EMMERS
|
|
|
135,000 |
|
|
|
135,000 |
|
|
|
0.01 |
% |
|
|
— |
|
|
|
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 |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
0.00 |
% |
SUSAN ELLSWORTH
|
|
|
400 |
|
|
|
400 |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
0.00 |
% |
SUSAN ROLL REVOCABLE TRUST
|
|
|
500,000 |
|
|
|
500,000 |
|
|
|
0.05 |
% |
|
|
— |
|
|
|
0.00 |
% |
THOMAS B. SEITER
|
|
|
1,000 |
|
|
|
1,000 |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
0.00 |
% |
TONI GIGLIOTTI
|
|
|
200 |
|
|
|
200 |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
0.00 |
% |
BRIAN POWERS
|
|
|
800,000 |
|
|
|
583,333 |
|
|
|
0.09 |
% |
|
|
216,667 |
|
|
|
0.02 |
% |
KN
SOLOMON MBAGWU
|
|
|
3,750,000 |
|
|
|
2,000,000 |
|
|
|
0.41 |
% |
|
|
1,750,000 |
|
|
|
0.19 |
% |
EDDIE BAKER
|
|
|
4 |
|
|
|
4 |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
0.00 |
% |
JUAN C. FERNANDEZ
|
|
|
12,500 |
|
|
|
12,500 |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
0.00 |
% |
KHALID S. DAOUD
|
|
|
5,000 |
|
|
|
5,000 |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
0.00 |
% |
KOKI NAGASHIMA
|
|
|
18,544 |
|
|
|
18,544 |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
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 |
|
|
|
0.08 |
% |
|
|
— |
|
|
|
0.00 |
% |
PRAISE DIRECT HOLDINGS LIMITED
|
|
|
1,000 |
|
|
|
1,000 |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
0.00 |
% |
SHEN TIAOJUAN
|
|
|
200 |
|
|
|
200 |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
0.00 |
% |
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 ROWEN
|
|
|
6,500,000 |
|
|
|
2,000,000 |
|
|
|
0.70 |
% |
|
|
4,500,000 |
|
|
|
0.49 |
% |
TODD WIGINGTON
|
|
|
16,492 |
|
|
|
16,492 |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
0.00 |
% |
STACIE STRICKER
|
|
|
500,000 |
|
|
|
500,000 |
|
|
|
0.05 |
% |
|
|
— |
|
|
|
0.00 |
% |
SCOTT GOODWIN
|
|
|
50,000 |
|
|
|
50,000 |
|
|
|
0.01 |
% |
|
|
— |
|
|
|
0.00 |
% |
LINDA KELLY
|
|
|
1,000,000 |
|
|
|
1,000,000 |
|
|
|
0.11 |
% |
|
|
— |
|
|
|
0.00 |
% |
QUYNTWAN HENRY
|
|
|
100,000 |
|
|
|
100,000 |
|
|
|
0.01 |
% |
|
|
— |
|
|
|
0.00 |
% |
DUANE JACKSON
|
|
|
500,000 |
|
|
|
500,000 |
|
|
|
0.05 |
% |
|
|
— |
|
|
|
0.00 |
% |
ENOCH BRANDE
|
|
|
500,000 |
|
|
|
500,000 |
|
|
|
0.05 |
% |
|
|
— |
|
|
|
0.00 |
% |
CANE INDUSTRIES LLC
|
|
|
50,000 |
|
|
|
50,000 |
|
|
|
0.01 |
% |
|
|
— |
|
|
|
0.00 |
% |
PENNY PROS LLC
|
|
|
50,000 |
|
|
|
50,000 |
|
|
|
0.01 |
% |
|
|
— |
|
|
|
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 |
|
|
|
0.22 |
% |
|
|
1,250,000 |
|
|
|
0.14 |
% |
CARLOS ANDRES CASTRO
|
|
|
5,000 |
|
|
|
5,000 |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
0.00 |
% |
CONRAD CALDERON
|
|
|
10,000 |
|
|
|
10,000 |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
0.00 |
% |
DELIA DEOQUINO
|
|
|
10,000 |
|
|
|
10,000 |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
0.00 |
% |
LIZETTE CALDERON
|
|
|
150,000 |
|
|
|
150,000 |
|
|
|
0.02 |
% |
|
|
— |
|
|
|
0.00 |
% |
SHARON DARRAH
|
|
|
20,000 |
|
|
|
20,000 |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
0.00 |
% |
ANDY DOUGHTY
|
|
|
60,000 |
|
|
|
60,000 |
|
|
|
0.01 |
% |
|
|
— |
|
|
|
0.00 |
% |
BRUNO BARBARAI
|
|
|
50,000 |
|
|
|
50,000 |
|
|
|
0.01 |
% |
|
|
— |
|
|
|
0.00 |
% |
CARLETON GREGORY SOLLOWAY
|
|
|
250,000 |
|
|
|
250,000 |
|
|
|
0.03 |
% |
|
|
— |
|
|
|
0.00 |
% |
CAROL JOANNE BOOTH
|
|
|
100,000 |
|
|
|
100,000 |
|
|
|
0.01 |
% |
|
|
— |
|
|
|
0.00 |
% |
CECIL JONES
|
|
|
32,000 |
|
|
|
32,000 |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
0.00 |
% |
CELESTE JANET FITZPATRICK
|
|
|
21,000 |
|
|
|
21,000 |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
0.00 |
% |
CRAIG FULLER
|
|
|
2,150,000 |
|
|
|
150,000 |
|
|
|
0.23 |
% |
|
|
2,000,000 |
|
|
|
0.22 |
% |
CRAIG HILL
|
|
|
100,000 |
|
|
|
100,000 |
|
|
|
0.01 |
% |
|
|
— |
|
|
|
0.00 |
% |
DAVID WARD
|
|
|
75,000 |
|
|
|
75,000 |
|
|
|
0.01 |
% |
|
|
— |
|
|
|
0.00 |
% |
DEBORAH MILLER
|
|
|
2,000 |
|
|
|
2,000 |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
0.00 |
% |
DENNI GRIFFITH
|
|
|
5,000 |
|
|
|
5,000 |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
0.00 |
% |
EMILIANO BONANNO
|
|
|
1,755,000 |
|
|
|
455,000 |
|
|
|
0.19 |
% |
|
|
1,300,000 |
|
|
|
0.14 |
% |
FEIVEL INVESTMENT LLC
|
|
|
30,000 |
|
|
|
30,000 |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
0.00 |
% |
GARY STEWART
|
|
|
20,000 |
|
|
|
20,000 |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
0.00 |
% |
GRANT HENRY
|
|
|
10,000 |
|
|
|
10,000 |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
0.00 |
% |
HOLLY MEAD
|
|
|
55,000 |
|
|
|
55,000 |
|
|
|
0.01 |
% |
|
|
— |
|
|
|
0.00 |
% |
JEBB DYKSRA
|
|
|
75,000 |
|
|
|
75,000 |
|
|
|
0.01 |
% |
|
|
— |
|
|
|
0.00 |
% |
JOE OBEZO
|
|
|
5,000 |
|
|
|
5,000 |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
0.00 |
% |
KONSTANTIN SHAPOVALOV
|
|
|
10,000 |
|
|
|
10,000 |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
0.00 |
% |
KRISSY BARLOW TAYLOR
|
|
|
50,000 |
|
|
|
50,000 |
|
|
|
0.01 |
% |
|
|
— |
|
|
|
0.00 |
% |
LAURIE L POWER
|
|
|
10,000 |
|
|
|
10,000 |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
0.00 |
% |
MARIO SCADE GARCIA
|
|
|
25,000 |
|
|
|
25,000 |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
0.00 |
% |
MARLA ELLERMAN
|
|
|
50,000 |
|
|
|
50,000 |
|
|
|
0.01 |
% |
|
|
— |
|
|
|
0.00 |
% |
NORMAN BRANDER
|
|
|
5 |
|
|
|
5 |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
0.00 |
% |
PATRICK TAYLOR
|
|
|
10,000 |
|
|
|
10,000 |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
0.00 |
% |
REGGIE THOMAS (2) (4) (6)
|
|
|
1,165,000 |
|
|
|
165,000 |
|
|
|
0.13 |
% |
|
|
1,000,000 |
|
|
|
0.11 |
% |
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 |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
0.00 |
% |
ROBERT GOOLD
|
|
|
100,000 |
|
|
|
100,000 |
|
|
|
0.01 |
% |
|
|
— |
|
|
|
0.00 |
% |
RUDOLF EDUARD BOHLI
|
|
|
500,000 |
|
|
|
500,000 |
|
|
|
0.05 |
% |
|
|
— |
|
|
|
0.00 |
% |
SANFORD LEAVENWORTH
|
|
|
8,000 |
|
|
|
8,000 |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
0.00 |
% |
SHIGETOMI KOMATSU
|
|
|
9 |
|
|
|
9 |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
0.00 |
% |
SHANNON JOHNSON
|
|
|
350,000 |
|
|
|
350,000 |
|
|
|
0.04 |
% |
|
|
— |
|
|
|
0.00 |
% |
STEPHANIE KRAUSE
|
|
|
88,000 |
|
|
|
88,000 |
|
|
|
0.01 |
% |
|
|
— |
|
|
|
0.00 |
% |
THOMAS J. POWERS
|
|
|
95,333 |
|
|
|
12,000 |
|
|
|
0.01 |
% |
|
|
83,333 |
|
|
|
0.01 |
% |
TOM SHAEFFER
|
|
|
300,000 |
|
|
|
300,000 |
|
|
|
0.03 |
% |
|
|
— |
|
|
|
0.00 |
% |
WARREN WINFIELD GIBSON III
|
|
|
100,000 |
|
|
|
100,000 |
|
|
|
0.01 |
% |
|
|
— |
|
|
|
0.00 |
% |
YU
CHUNG CHO
|
|
|
500,000 |
|
|
|
500,000 |
|
|
|
0.05 |
% |
|
|
— |
|
|
|
0.00 |
% |
BRIAN MICHAEL FIELDING
|
|
|
15,035 |
|
|
|
15,035 |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
0.00 |
% |
ANDY ELLISON
|
|
|
100,000 |
|
|
|
100,000 |
|
|
|
0.01 |
% |
|
|
— |
|
|
|
0.00 |
% |
SHELLY FULTON
|
|
|
250,000 |
|
|
|
250,000 |
|
|
|
0.03 |
% |
|
|
— |
|
|
|
0.00 |
% |
BRADEN SCHUSTER
|
|
|
100,000 |
|
|
|
100,000 |
|
|
|
0.01 |
% |
|
|
— |
|
|
|
0.00 |
% |
AARON D CLARK
|
|
|
282,459 |
|
|
|
282,459 |
|
|
|
0.03 |
% |
|
|
— |
|
|
|
0.00 |
% |
BENJAMIN AMMONS
|
|
|
8,764 |
|
|
|
8,764 |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
0.00 |
% |
BROWN LIVING TRUST
|
|
|
16,492 |
|
|
|
16,492 |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
0.00 |
% |
CAPITAL-PLUS PARTNERS
|
|
|
333,422 |
|
|
|
333,422 |
|
|
|
0.04 |
% |
|
|
— |
|
|
|
0.00 |
% |
CHRISTIAN A. MASSETTI
|
|
|
32,500 |
|
|
|
32,500 |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
0.00 |
% |
CHRISTOPHER J. GAVIGAN
|
|
|
20,330 |
|
|
|
20,330 |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
0.00 |
% |
CHRISTOPHER SHIPPY G CANTON
|
|
|
65,967 |
|
|
|
65,967 |
|
|
|
0.01 |
% |
|
|
— |
|
|
|
0.00 |
% |
CINDY ARMSTRONG
|
|
|
125,000 |
|
|
|
125,000 |
|
|
|
0.01 |
% |
|
|
— |
|
|
|
0.00 |
% |
CLEAR VIEW COMMUNICATIONS
|
|
|
40,000 |
|
|
|
40,000 |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
0.00 |
% |
CONEXUS TELECOM
|
|
|
125,000 |
|
|
|
125,000 |
|
|
|
0.01 |
% |
|
|
— |
|
|
|
0.00 |
% |
CRITICAL SYSTEMS & SUPPORT LTD
|
|
|
13,476 |
|
|
|
13,476 |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
0.00 |
% |
DAVID CLARK
|
|
|
8,246 |
|
|
|
8,246 |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
0.00 |
% |
DON & BRENDA MORRIS JT TEN
|
|
|
3,298 |
|
|
|
3,298 |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
0.00 |
% |
DOUGLAS R PETERLIN
|
|
|
9,616 |
|
|
|
9,616 |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
0.00 |
% |
EDWARD DAVIS
|
|
|
30,000 |
|
|
|
30,000 |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
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 |
|
|
|
0.02 |
% |
|
|
— |
|
|
|
0.00 |
% |
FRED T DAVIS, JR.
|
|
|
20,000 |
|
|
|
20,000 |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
0.00 |
% |
GARY AND JAMIE GORDON JT
|
|
|
3,798 |
|
|
|
3,798 |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
0.00 |
% |
GAYLE SETZER
|
|
|
50,025 |
|
|
|
50,025 |
|
|
|
0.01 |
% |
|
|
— |
|
|
|
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 |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
0.00 |
% |
HAL CLARK
|
|
|
21,116 |
|
|
|
21,116 |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
0.00 |
% |
IRA HUGHES
|
|
|
16,492 |
|
|
|
16,492 |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
0.00 |
% |
JASON DUNCAN
|
|
|
16,492 |
|
|
|
16,492 |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
0.00 |
% |
JIM RICHARDS
|
|
|
14,500 |
|
|
|
14,500 |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
0.00 |
% |
JOELLE CLARK
|
|
|
167,541 |
|
|
|
167,541 |
|
|
|
0.02 |
% |
|
|
— |
|
|
|
0.00 |
% |
JOHN DREW
|
|
|
111,649 |
|
|
|
111,649 |
|
|
|
0.01 |
% |
|
|
— |
|
|
|
0.00 |
% |
JOHN P. WARD
|
|
|
36,803 |
|
|
|
36,803 |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
0.00 |
% |
JOSEPH LAWRENCE HAGER
|
|
|
20,330 |
|
|
|
20,330 |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
0.00 |
% |
JOSH HITT
|
|
|
9,525 |
|
|
|
9,525 |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
0.00 |
% |
KIM KELLAR
|
|
|
4,123 |
|
|
|
4,123 |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
0.00 |
% |
LISA & DOUG COOPER JT
|
|
|
10,956 |
|
|
|
10,956 |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
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 |
|
|
|
0.03 |
% |
|
|
— |
|
|
|
0.00 |
% |
MARK PALUSO
|
|
|
100,000 |
|
|
|
100,000 |
|
|
|
0.01 |
% |
|
|
— |
|
|
|
0.00 |
% |
MICHAEL FLEMING (3)
|
|
|
181,953 |
|
|
|
181,953 |
|
|
|
0.02 |
% |
|
|
— |
|
|
|
0.00 |
% |
MICHAEL P MURPHY
|
|
|
1,541,949 |
|
|
|
1,541,949 |
|
|
|
0.17 |
% |
|
|
— |
|
|
|
0.00 |
% |
NICK MULHOLLAND
|
|
|
75,000 |
|
|
|
75,000 |
|
|
|
0.01 |
% |
|
|
— |
|
|
|
0.00 |
% |
NICOLE & ERIC CARTER JT TEN
|
|
|
3,298 |
|
|
|
3,298 |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
0.00 |
% |
PAUL E. KNAG
|
|
|
15,035 |
|
|
|
15,035 |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
0.00 |
% |
PLANET ONE COMMUNICATIONS INC.
|
|
|
150,000 |
|
|
|
150,000 |
|
|
|
0.02 |
% |
|
|
— |
|
|
|
0.00 |
% |
ROBERT RICCI
|
|
|
11,108 |
|
|
|
11,108 |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
0.00 |
% |
ROBERT SCHUSTER
|
|
|
100,000 |
|
|
|
100,000 |
|
|
|
0.01 |
% |
|
|
— |
|
|
|
0.00 |
% |
ROBERT SETZER (3)
|
|
|
126,120 |
|
|
|
126,120 |
|
|
|
0.01 |
% |
|
|
— |
|
|
|
0.00 |
% |
RON A. LEVENE
|
|
|
82,767 |
|
|
|
82,767 |
|
|
|
0.01 |
% |
|
|
— |
|
|
|
0.00 |
% |
TERRY BRODKIN
|
|
|
110,000 |
|
|
|
110,000 |
|
|
|
0.01 |
% |
|
|
— |
|
|
|
0.00 |
% |
THE MANGIA FAMILY TRUST U/A DTD 01/12/16
|
|
|
3,298 |
|
|
|
3,298 |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
0.00 |
% |
TRAVIS CLARK
|
|
|
4,123 |
|
|
|
4,123 |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
0.00 |
% |
STEVE CAUDLE
|
|
|
4,000,000 |
|
|
|
2,000,000 |
|
|
|
0.43 |
% |
|
|
2,000,000 |
|
|
|
0.22 |
% |
MATT WEIDNER
|
|
|
50,000 |
|
|
|
50,000 |
|
|
|
0.01 |
% |
|
|
— |
|
|
|
0.00 |
% |
HAYDEN BRIMHALL
|
|
|
50,000 |
|
|
|
50,000 |
|
|
|
0.01 |
% |
|
|
— |
|
|
|
0.00 |
% |
MATT YOUNAN
|
|
|
50,000 |
|
|
|
50,000 |
|
|
|
0.01 |
% |
|
|
— |
|
|
|
0.00 |
% |
NATE CURRAN
|
|
|
25,000 |
|
|
|
25,000 |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
0.00 |
% |
BRETT BRIMHALL
|
|
|
30,000 |
|
|
|
30,000 |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
0.00 |
% |
SARGON BENJAMIN
|
|
|
150,000 |
|
|
|
150,000 |
|
|
|
0.02 |
% |
|
|
— |
|
|
|
0.00 |
% |
NICOLAS CAROVILLANO
|
|
|
10,000 |
|
|
|
10,000 |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
0.00 |
% |
KENT HARDING
|
|
|
550,000 |
|
|
|
550,000 |
|
|
|
0.06 |
% |
|
|
— |
|
|
|
0.00 |
% |
JOHN HACKETT
|
|
|
20,000 |
|
|
|
20,000 |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
0.00 |
% |
JONATHAN HUGGER
|
|
|
50,000 |
|
|
|
50,000 |
|
|
|
0.01 |
% |
|
|
— |
|
|
|
0.00 |
% |
PAUL SPATZ
|
|
|
20,000 |
|
|
|
20,000 |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
0.00 |
% |
CRAIG MATTSON
|
|
|
100,000 |
|
|
|
100,000 |
|
|
|
0.01 |
% |
|
|
— |
|
|
|
0.00 |
% |
MAXWELL POST
|
|
|
15,000 |
|
|
|
15,000 |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
0.00 |
% |
MERIT PERRY
|
|
|
80,000 |
|
|
|
80,000 |
|
|
|
0.01 |
% |
|
|
— |
|
|
|
0.00 |
% |
BRANDON ALICE
|
|
|
250,000 |
|
|
|
250,000 |
|
|
|
0.03 |
% |
|
|
— |
|
|
|
0.00 |
% |
LEWIS FREED
|
|
|
125,000 |
|
|
|
125,000 |
|
|
|
0.01 |
% |
|
|
— |
|
|
|
0.00 |
% |
DARRYLL FOSTER
|
|
|
250,000 |
|
|
|
250,000 |
|
|
|
0.03 |
% |
|
|
— |
|
|
|
0.00 |
% |
DANIEL CLARK
|
|
|
250,000 |
|
|
|
250,000 |
|
|
|
0.03 |
% |
|
|
— |
|
|
|
0.00 |
% |
RICHARD SILVERMAN
|
|
|
50,000 |
|
|
|
50,000 |
|
|
|
0.01 |
% |
|
|
— |
|
|
|
0.00 |
% |
GUIYUN CHEN
|
|
|
10,000 |
|
|
|
10,000 |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
0.00 |
% |
ZEWEI CHEN
|
|
|
20,000 |
|
|
|
20,000 |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
0.00 |
% |
DONGJUN JIA
|
|
|
20,000 |
|
|
|
20,000 |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
0.00 |
% |
SHUNDA JIA
|
|
|
10,000 |
|
|
|
10,000 |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
0.00 |
% |
CHRIS COPELAND
|
|
|
12,675 |
|
|
|
12,675 |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
0.00 |
% |
DAVID I NEWMAN REVOCABLE LIVING TRUST
|
|
|
1,000,000 |
|
|
|
1,000,000 |
|
|
|
0.11 |
% |
|
|
— |
|
|
|
0.00 |
% |
INVESTMENT REAL ESTATE
|
|
|
2,500 |
|
|
|
2,500 |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
0.00 |
% |
KERRY J. NEAL
|
|
|
5,000 |
|
|
|
5,000 |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
0.00 |
% |
MITSUNOBU AMAZAKI
|
|
|
6 |
|
|
|
6 |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
0.00 |
% |
PATRICK GUIANT
|
|
|
55,200 |
|
|
|
55,200 |
|
|
|
0.01 |
% |
|
|
— |
|
|
|
0.00 |
% |
ROBERT JAMES SHUBERT
|
|
|
2,500 |
|
|
|
2,500 |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
0.00 |
% |
RON MONARK
|
|
|
125,400 |
|
|
|
125,400 |
|
|
|
0.01 |
% |
|
|
— |
|
|
|
0.00 |
% |
EDWARD WILLIS LEVERT Jr.
|
|
|
250,000 |
|
|
|
250,000 |
|
|
|
0.03 |
% |
|
|
— |
|
|
|
0.00 |
% |
XROADS LLC
|
|
|
4,160,000 |
|
|
|
10,000 |
|
|
|
0.45 |
% |
|
|
4,150,000 |
|
|
|
0.45 |
% |
TERESA COSTELLO SCORATOW
|
|
|
450,000 |
|
|
|
450,000 |
|
|
|
0.05 |
% |
|
|
— |
|
|
|
0.00 |
% |
|
(7 |
) |
|
|
|
|
|
26,607,309 |
|
|
|
|
|
|
|
|
|
|
|
|
|
________________
|
(1)
|
Based upon 923,029,038 shares of common stock issued and
outstanding at April 25, 2022. Certain shareholders not included in
total above due to small amounts or are already registered
shares.
|
|
(2)
|
Officer and/or director of our Company.
|
|
(3)
|
The individuals have voting control for the entities noted in the
list below (b).
|
|
(4)
|
We
are registering a total of 165,000 shares in which our
officers/directors are considered to have beneficial ownership.
|
|
(5)
|
Family members of Richard Eberhardt, officer and a Director of our
Company, but not dependents and he disclaims any ownership or
control of such shares.
|
|
(6)
|
Family members of Stephen J. Thomas, III, officer and a Director of
our Company, but not dependents and he disclaims any ownership or
control of such shares.
|
|
(7)
|
The total amounts have not changed since last registration
statement.
|
Other than the material relationships, discussed above, the listed
selling security holders have not had a material relationship with
the registrant.
(b) The table below shows the person with voting control for the
entities listed in (a) above.
NAME OF THE ENTITY
|
PERSON WITH
VOTING
CONTROL
|
NUMBER OF COMMON
SHARES BEING
REGISTERED
|
AFFILIATE OF
COMPANY?
|
|
|
|
|
Cane Industries, LLC
|
Chris Cane
|
50,000
|
No
|
Capital-Plus Partners
|
Robert Setzer
|
333,422
|
No
|
Clear View Communications
|
William Maloney
|
40,000
|
No
|
Conexus Telecom
|
Jonathan Fink
|
125,000
|
No
|
Critical Systems & Support Ltd.
|
Michael Fleming
|
13,476
|
No
|
Feivel Investment, LLC
|
Ethan Luu
|
30,000
|
No
|
Foresight Group, LLC
|
Robert Fabrizio
|
150,000
|
No
|
Investment Real Estate
|
Unknown
|
2,500
|
No
|
M-Cube Corporation
|
Unknown
|
6
|
No
|
Penny Pros, LLC
|
Sean Ryan
|
50,000
|
No
|
Planet One Communications, Inc.
|
Ted Schuman
|
150,000
|
No
|
Praise Direct Holdings Limited
|
Unknown
|
1,000
|
No
|
XRoads, LLC
|
Walt Anderson
|
10,000
|
No
|
ITEM 8.
PLAN OF DISTRIBUTION
Upon effectiveness of this amendment to the registration statement,
of which this prospectus is a part, our existing selling
shareholders may sell their securities at market prices or at any
price in privately negotiated transactions.
Our selling shareholders may be deemed underwriters in this
offering.
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.
ITEM 9.
DESCRIPTION OF SECURITIES
The securities being registered and/or offered by this Prospectus
are common shares.
Common Stock
We are presently authorized to issue one billion (2,500,000,000)
shares of our $0.001 par value common stock. A total of Nine
Hundred Twenty-Three Million, Twenty-Nine Thousand, Thirty-Eight
(923,029,038) common shares are issued and outstanding as of April
25, 2022.
Common Shares
All common shares are equal to each other with respect to voting,
liquidation, and dividend rights. Special shareholders' meetings
may be called by the officers or director, or upon the request of
holders of at least one-tenth (1/10th) of the outstanding shares.
Holders of shares are entitled to one vote at any shareholders'
meeting for each share they own as of the record date fixed by the
board of directors. There is no quorum requirement for
shareholders' meetings. Therefore, a vote of the majority of the
shares represented at a meeting will govern even if this is
substantially less than a majority of the shares outstanding.
Holders of shares are entitled to receive such dividends as may be
declared by the board of directors out of funds legally available
therefore, and upon liquidation are entitled to participate pro
rata in a distribution of assets available for such a distribution
to shareholders. There are no conversion, pre-emptive or other
subscription rights or privileges with respect to any shares.
Reference is made to our Articles of Incorporation and our By-Laws
as well as to the applicable statutes of the State of Florida for a
more complete description of the rights and liabilities of holders
of shares. It should be noted that the board of directors without
notice to the shareholders may amend the By-Laws. Our shares do not
have cumulative voting rights, which means that the holders of more
than fifty percent (50%) of the shares voting for election of
directors may elect all the directors if they choose to do so. In
such event, the holders of the remaining shares aggregating less
than fifty percent (50%) of the shares voting for election of
directors may not be able to elect any director.
Preferred shares
As of April 25, 2022, we had authorized one hundred million
(100,000,000) shares of Preferred Stock, of which certain shares
had been designated as Series A Preferred Stock, Series B Preferred
Stock, Series C Preferred Stock, Series D Preferred Stock and
Series E Preferred Stock.
Series A Convertible Preferred Stock
In February 2015, we designated 1,000,000 shares of Preferred Stock
as Series A Preferred Stock. In February 2015, the Board of
Directors authorized the issuance of 1,000,000 shares of Series A
Preferred Stock to Stephen Thomas, Chairman, CEO and President of
the Company, valued at $3,117,000 for compensation expense. These
shares are outstanding as of April 25, 2022.
The Series A Preferred Stock was designated in February 2015, has a
par value of $.001, is senior to any other class or series of
outstanding Preferred Stock or Common Stock and does not bear
dividends. The Series A Preferred Stock has a liquidation
preference immediately after any Senior Securities, as defined and
amended, of an amount equal to amounts payable owing, including
contingency amounts where Holders of the Series A have personally
guaranteed obligations of the Company. Holders of the Series A
Preferred Stock shall, collectively have the right to convert all
of their Series A Preferred Stock when conversion is elected into
that number of shares of Common Stock of our Company, determined by
the following formula: 60% of the issued and outstanding Common
Shares as computed immediately after the transaction for
conversion. For further clarification, the 60% of the issued and
outstanding common shares includes what the holders of the Series A
Preferred Stock may already hold in common shares at the time of
conversion. The Series A Preferred Stock, collectively, shall have
the right to vote as if converted prior to the vote to an amount of
shares equal to 60% of the outstanding Common Stock of our
Company.
Series B Convertible Preferred Stock
In February 2015, we designated 3,000,000 shares of Preferred Stock
as Series B Preferred Stock. There are 2,588,693 Series B
Preferred Stock shares issued and outstanding as of April 25, 2022.
During the year ended December 31, 2020, the Series B Preferred
Stock was reclassified as mezzanine equity as a result of the
Company not having enough authorized common shares to be able to
issue common shares upon their conversion.
The Series B Preferred Stock was designated in February 2015, has a
par value of $.001, is senior to any other class or series of
outstanding Preferred Stock, except the Series A Preferred Stock,
or Common Stock and does not bear dividends. The Series B Preferred
Stock has a liquidation preference immediately after any Senior
Securities, as defined and currently the Series A Preferred Stock,
and of an amount equal to $2.00 per share. Holders of the Series B
Preferred Stock have a right to convert all or any part of the
Series B Preferred Shares and will receive an equal amount of
common shares at the conversion price of $2.00 per share. The
Series B Preferred Stockholders have a right to vote on any matter
with holders of Common Stock and shall have a number of votes equal
to that number of Common Shares on a one-to-one basis.
Series C Convertible Preferred Stock
In May 2018, the Company designated 3,000,000 shares of Preferred
Stock as Series C Convertible Preferred Stock. There are no
shares of Series C Convertible Preferred Stock outstanding as of
April 25, 2022. There are approximately $688,500 as of December 31,
2021 in convertible notes payable convertible into Series C
Convertible Preferred Stock which compromise some of the common
stock equivalents calculated in the Consolidated Financial
Statements.
The Series C Preferred Stock was designated in May 2018, has a par
value of $.001, is senior to any other class or series of
outstanding Preferred Stock, except the Series A and Series B
Preferred Stock, or Common Stock and does not bear dividends. The
Series C Preferred Stock has a liquidation preference immediately
after any Senior Securities, as defined and currently the Series A
and B Preferred Stock, and of an amount equal to $2.00 per share.
Holders of the Series C Preferred Stock have a right to convert all
or any part of the Series C Preferred Shares and will receive an
equal amount of common shares at the conversion price of $0.15 per
share. The Series C Preferred Stockholders have a right to vote on
any matter with holders of Common Stock and shall have a number of
votes equal to that number of Common Shares on a one-to-one
basis.
Series D Convertible Preferred Stock
On July 6, 2020, September 15, 2021, and March 20, 2022, the
Company amended its Series D Designation from January 14, 2020.
These Amendments changed the number of shares to 10,000,000 shares
of the authorized 100,000,000 shares of the Company's $0.001 par
value preferred stock as the Series D Convertible Preferred Stock
("the Series D Preferred Shares.")
Series D Preferred shares have the following features: (i) 6%
Cumulative Annual Dividends payable on the purchase value in cash
or common stock of the Company at the discretion of the Board and
payment is also at the discretion of the Board, which may decide to
cumulate to future years; (ii) Any time after 12 months from
issuance an option to convert to common stock at the election of
the holder @ 75% of the 30 day average market closing price (for
previous 30 business days) divided into $5.00; (iii) Automatic
conversion of the Series D Preferred Stock shall occur without
consent of holders upon any national exchange listing approval and
the registration effectiveness of common stock underlying the
conversion rights. The automatic conversion to common from Series D
Preferred shall be @ 75% of the 30 day average market closing price
(for previous 30 business days) divided into $5.00, which shall be
post-reverse split as may be necessary for any Exchange listing;
(iv) Registration Rights – the Company has granted Piggyback
Registration Rights for common stock underlying conversion rights
in the event it files any other Registration Statement (other than
an S-1 that the Company may file for certain conversion common
shares for the convertible note financing that was arranged and
funded in 2019). Further, the Company will file, and pursue to
effectiveness, a Registration Statement or offering statement for
common stock underlying the Automatic Conversion event triggered by
an exchange listing; and (v) Liquidation Rights - $5.00 per share
plus any accrued unpaid dividends – subordinate to Series A, B, and
C Preferred Stock receiving full liquidation under the terms of
such series. The Company has redemption rights for the first year
following the Issuance Date to redeem all or part of the principal
amount of the Series D Preferred Stock at between 115% and
140%.
During the year ended December 31, 2021, 46,649 shares of Series D
Preferred Share were purchased for $233,244 of which Stephen
Thomas, CEO of the Company, acquired 36,649 for $183,244. The
remainder of the shares were purchased by a third
party.
As of April 25, 2022, there are 46,649 Series D Preferred shares
outstanding.
Series E Convertible Preferred Stock
On March 20, 2022, the Company amended its Series E Designation
from November 10, 2021. As amended, the Company designated
10,000,000 shares of the authorized 100,000,000 shares of the
Company's $0.001 par value preferred stock as the Series E
Convertible Preferred Stock ("the Series E Preferred Shares").
Series E Preferred shares have the following features: (i) 6%
Cumulative Annual Dividends payable on the purchase value in cash
or common stock of the Company at the discretion of the Board and
payment is also at the discretion of the Board, which may decide to
cumulate to future years; (ii) Any time after 12 months from
issuance an option to convert to common stock at the election of
the holder @ 75% of the 30 day average market closing price (for
previous 30 business days) divided into $5.00; (iii) Automatic
conversion of the Series E Preferred Stock shall occur without
consent of holders upon any national exchange listing approval and
the registration effectiveness of common stock underlying the
conversion rights. The automatic conversion to common from
Series E Preferred shall be @ 75% of the 30 day average
market closing price (for previous 30 business days) divided into
$5.00, which shall be post-reverse split as may be necessary for
any Exchange listing; (iv) Registration Rights – the Company has
granted Piggyback Registration Rights for common stock underlying
conversion rights in the event it files any other Registration
Statement (other than an S-1 that the Company may file for certain
conversion common shares for the convertible note financing that
was arranged and funded in 2019). Further, the Company will file,
and pursue to effectiveness, a Registration Statement or offering
statement for common stock underlying the Automatic Conversion
event triggered by an exchange listing; and (v) Liquidation Rights
- $5.00 per share plus any accrued unpaid dividends – subordinate
to Series A, B, C and D Preferred Stock receiving full liquidation
under the terms of such series. The Company has redemption rights
for the first year following the Issuance Date to redeem all or
part of the principal amount of the Series E Preferred Stock at
between 115% and 140%.
As of April 25, 2022, there are 1,929,566 Series E Preferred shares
outstanding.
Options & Warrants
Effective October 14, 2017, we adopted the 2017 TPT Global Tech,
Inc. Stock Option and Award Incentive Plan (the "Plan"). The Plan
provides for grants of nonqualified stock options and other stock
awards, including warrants, to designated employees, officers,
directors, advisors and independent contractors. A maximum of
20,000,000 shares of our common stock were reserved for options and
other stock awards under the Plan. We have the ability to issue
either options or warrants under the Plan.
Stock Options
|
|
Options Outstanding
|
|
|
Vested
|
|
|
Vesting Period
|
|
|
Exercise Price Outstanding and
Exercisable
|
|
|
Expiration Date
|
|
December 31, 2019
|
|
|
3,000,000 |
|
|
|
3,000,000 |
|
|
12 to 18 months
|
|
|
$ |
0.10 |
|
|
3-1-20 to 3-21-21
|
|
Expired
|
|
|
(2,000,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2020
|
|
|
1,000,000 |
|
|
|
1,000,000 |
|
|
12 months
|
|
|
$ |
0.10 |
|
|
3-21-21
|
|
Expired
|
|
|
(1,000,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2021
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Warrants
As of December 31, 2021, there were 111,000,000 warrants
outstanding that expire in five years or in the year ended December
31, 2024. As part of the Convertible Promissory Notes payable
– third party issuance in Note 5, the Company issued 3,333,333
warrants to purchase 3,333,333 common shares of the Company at 70%
of the current market price. Current market price means the
average of the three lowest trading prices for our common stock
during the ten-trading day period ending on the latest complete
trading day prior to the date of the respective exercise
notice. However, if a required registration statement,
registering the underlying shares of the Convertible Promissory
Notes, is declared effective on or before June 11, 2019 to
September 11, 2019, then, while such Registration Statement is
effective, the current market price shall mean the lowest volume
weighted average price for our common stock during the ten-trading
day period ending on the last complete trading day prior to the
conversion date. Since issuance of the 3,333,333
originally issued, 2,333,333 of the warrants have been bought back
or exercised.
During the year ended December 31, 2021, the Company issued
warrants in conjunction with the issuance of the FirstFire Note,
the Cavalry Investment Note and the Cavalry Fund I Note
agreements. Warrants to purchase 110,000,000 shares of common
stock at 110% of the opening price on the first day the Company
trades on the Nasdaq exchange were issued to these note
holders.
On January 31, 2022, TPT Global Tech, Inc. issued warrants in
conjunction with the issuance of Talos and Blue Lake Note
Agreements. Warrants to purchase 18,116,666 shares of common
stock at $0.015 per share provided, however, that if the Company
consummates an uplist offering on or before July 6, 2022 then the
exercise price shall be 110% of the offering price at which the
uplist offering is made.
The exercise of the options, warrants, convertible promissory notes
and Series A, B, C, D, and E Series Preferred Stock into shares of
our common stock could have a dilutive effect to the holdings of
our existing shareholders.
Transfer Agent
The transfer agent for our securities is Clear Trust, with offices
at 16540 Pointe Village Dr., Suite 210, Lutz, Florida 33558, Phone
(813) 235-4490.
Authorized but Unissued Shares
Our authorized but unissued shares of Common Stock and preferred
stock will be available for future issuance without stockholder
approval, except as may be required under the listing rules of any
stock exchange on which our Common Stock is then listed. We may use
additional shares for a variety of corporate purposes, including
future public offerings to raise additional capital, corporate
acquisitions and employee benefit plans. The existence of
authorized but unissued shares of Common Stock and preferred stock
could render more difficult or discourage an attempt to obtain
control of us by means of a proxy contest, tender offer, merger or
otherwise.
Penny Stock Considerations
Our shares will be “penny stocks” as that term is generally defined
in the Securities Exchange Act of 1934 to mean equity securities
with a price of less than $5.00 per share. Thus, our shares will be
subject to rules that impose sales practice and disclosure
requirements on broker-dealers who engage in certain transactions
involving a penny stock. Under the penny stock regulations, a
broker-dealer selling a penny stock to anyone other than an
established customer must make a special suitability determination
regarding the purchaser and must receive the purchaser’s written
consent to the transaction prior to the sale, unless the
broker-dealer is otherwise exempt.
In addition, under the penny stock regulations, the broker-dealer
is required to:
|
·
|
Deliver, prior to any transaction involving a penny stock, a
disclosure schedule prepared by the Securities and Exchange
Commission relating to the penny stock market, unless the
broker-dealer or the transaction is otherwise exempt;
|
|
·
|
Disclose commissions payable to the
broker-dealer and our registered representatives and current bid
and offer quotations for the securities; |
|
·
|
Send monthly statements disclosing recent price information
pertaining to the penny stock held in a customer’s account, the
account’s value, and information regarding the limited market in
penny stocks; and
|
|
·
|
Make a special written determination that the penny stock is a
suitable investment for the purchaser and receive the purchaser’s
written agreement to the transaction, prior to conducting any penny
stock transaction in the customer’s account.
|
Because of these regulations, broker-dealers may encounter
difficulties in their attempt to sell shares of our common stock,
which may affect the ability of selling shareholders or other
holders to sell their shares in the secondary market and have the
effect of reducing the level of trading activity in the secondary
market. These additional sales practice and disclosure requirements
could impede the sale of our securities, if our securities become
publicly traded. In addition, the liquidity for our securities may
be decreased, with a corresponding decrease in the price of our
securities. Our shares in all probability will be subject to such
penny stock rules and our shareholders will, in all likelihood,
find it difficult to sell their securities.
ITEM
10. INTEREST OF NAMED EXPERTS AND COUNSEL
Experts and Counsel
The consolidated financial statements for the Company as of
December 31, 2021 and 2020 and for the years then ended included in
this prospectus have been audited by Sadler, Gibb & Associates,
LLC, an independent registered public accounting firm, to the
extent and for the periods set forth in our report and are
incorporated herein in reliance upon such report given upon the
authority of said firm as experts in auditing and accounting.
The legality of the shares offered under this registration
statement will be passed upon by Christen Lambert, Attorney at
Law.
Interest Of Named Experts and Counsel
No expert named in the registration statement of which this
prospectus forms a part as having prepared or certified any part
thereof (or is named as having prepared or certified a report or
valuation for use in connection with such registration statement)
or counsel named in this prospectus as having given an opinion upon
the validity of the securities being offered pursuant to this
prospectus, or upon other legal matters in connection with the
registration or offering such securities was employed for such
purpose on a contingency basis. Also at the time of such
preparation, certification or opinion or at any time thereafter,
through the date of effectiveness of such registration statement or
that part of such registration statement to which such preparation,
certification or opinion relates, no such person had, or is to
receive, in connection with the offering, a substantial interest,
as defined in Item 509 of Regulation SK, in our company or any of
its parents or subsidiaries. Nor was any such person connected with
our company or any of its parents or subsidiaries as a promoter,
managing or principal underwriter or voting trustee.
ITEM
11. INFORMATION WITH RESPECT TO THE REGISTRANT
a.
DESCRIPTION of BUSINESS
CORPORATE HISTORY
COMPANY OVERVIEW
The Company was originally incorporated in 1988 in the state of
Florida. TPT Global, Inc., a Nevada corporation formed in June
2014, merged with Ally Pharma US, Inc., a Florida corporation,
(“Ally Pharma”, formerly known as Gold Royalty Corporation) in a
“reverse merger” wherein Ally Pharma issued 110,000,000 shares of
Common Stock, or 80% ownership, to the owners of TPT Global, Inc.
in exchange for all outstanding common stock of TPT Global Inc. and
Ally Pharma agreed to change its name to TPT Global Tech, Inc.
(jointly referred to as “the Company” or “TPTG”).
The following acquisitions have resulted in entities which have
been consolidated into TPTG since the reverse merger in 2014.
Name
|
|
Herein referred to as
|
|
Acquisition or
Incorporation Date
|
|
Ownership
|
|
TPT Global Tech, Inc.
|
|
Company or TPTG
|
|
1988
|
|
100
|
%
|
K
Telcom and Wireless LLC
|
|
K
Telecom
|
|
2014
|
|
100
|
%
|
Global Telecom International LLC
|
|
Global Telecom
|
|
2014
|
|
100
|
%
|
Copperhead Digital Holdings, Inc.
|
|
Copperhead Digital or CDH
|
|
2015
|
|
100
|
%
|
TruCom, LLC
|
|
TruCom
|
|
2015
|
|
100
|
%
|
Nevada Utilities, Inc.
|
|
Nevada Utilities
|
|
2015
|
|
100
|
%
|
CityNet Arizona, LLC
|
|
CityNet
|
|
2015
|
|
100
|
%
|
San Diego Media Inc.
|
|
SDM
|
|
2016
|
|
100
|
%
|
Blue Collar Production, Inc.
|
|
Blue Collar
|
|
2018
|
|
100
|
%
|
TPT SpeedConnect, LLC
|
|
TPT SpeedConnect
|
|
2019
|
|
100
|
%
|
TPT Federal, LLC
|
|
TPT Federal
|
|
2020
|
|
100
|
%
|
TPT MedTech, LLC
|
|
TPT MedTech
|
|
2020
|
|
100
|
%
|
InnovaQor, Inc./TPT Strategic, Inc.
|
|
InnovaQor and TPT Strategic
|
|
2020
|
|
94
|
%
|
QuikLab 1 LLC
|
|
Quiklab 1
|
|
2020
|
|
80
|
%
|
QuikLAB 2, LLC
|
|
QuikLAB 2
|
|
2020
|
|
80
|
%
|
QuikLAB 3, LLC
|
|
QuikLAB 3
|
|
2020
|
|
100
|
%
|
The Fitness Container, LLC
|
|
Air Fitness
|
|
2020
|
|
75
|
%
|
TPT Global Tech Asia Limited
|
|
TPT Asia
|
|
2020
|
|
78
|
%
|
TPT MedTech UK LTD
|
|
TPT MedTech UK
|
|
2020
|
|
100
|
%
|
TPT Global Defense Systems, Inc.
|
|
TPT Global Defense
|
|
2021
|
|
100
|
%
|
TPT Innovations Technology, Inc.
|
|
TPT Innovations
|
|
2021
|
|
100
|
%
|
TPT Global Caribbean Inc.
|
|
TPT Caribbean
|
|
2021
|
|
100
|
%
|
TPT Media and Entertainment, LLC
|
|
TPT Media and Entertainment
|
|
2021
|
|
100
|
%
|
VuMe Live, LLC
|
|
VuMe Live
|
|
2021
|
|
100
|
%
|
Digithrive, LLC
|
|
Digithrive
|
|
2021
|
|
100
|
%
|
We are based in San Diego, California, and operate as a
technology-based company with divisions providing
telecommunications, medical technology and product distribution,
media content for domestic and international syndication as well as
technology solutions. We operate on our own proprietary Global
Digital Media TV and Telecommunications infrastructure platform and
also provide technology solutions to businesses domestically and
worldwide. We offer Software as a Service (SaaS), Technology
Platform as a Service (PAAS), Cloud-based Unified Communication as
a Service (UCaaS) and carrier-grade performance and support for
businesses over our private IP MPLS fiber and wireless network in
the United States. Our cloud-based UCaaS services allow businesses
of any size to enjoy all the latest voice, data, media and
collaboration features in today's global technology markets. We
also operate as a Master Distributor for Nationwide Mobile Virtual
Network Operators (MVNO) and Independent Sales Organization (ISO)
as a Master Distributor for Pre-Paid Cellphone services, Mobile
phones, Cellphone Accessories and Global Roaming Cellphones.
We anticipate needing an estimated $38,000,000 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 $38,000,000, we will use approximately
$7,000,000 in debt restructuring, approximately $14,000,000 in
equipment purchases and approximately $11,000,000 for 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.
CORPORATE ORGANIZATION CHART

OTCQB Stock Symbol
Currently there is a limited public trading market for our stock on
OTCQB under the symbol “TPTW.”
Our Key Divisions:
TPT SpeedConnect: ISP and Telecom
The Company completed the acquisition of substantially all of the
assets of SpeedConnect LLC (“SpeedConnect”) for $1.75 million,
including the assumption of all contracts and liabilities pertinent
to operations and conveyed them into a wholly-owned subsidiary TPT
SpeedConnect. SpeedConnect was founded in 2002 and operates
as a national, predominantly rural, wireless telecommunications
residential and commercial Internet Service Provider (ISP). TPT
SpeedConnect’s primary business model is subscription based,
monthly reoccurring revenues, from wireless delivered, high-speed
Internet connections utilizing its company built and owned national
network. SpeedConnect also resells third-party satellite
Internet, DSL Internet, IP telephony and DISH TV products. This
Acquisition closed on May 7, 2019.
SpeedConnect was a privately-held Broadband Wireless Access (BWA)
provider. Today, TPT SpeedConnect is one of the nation’s largest
rural wireless broadband Internet providers which serves
approximately 10,000 residential and commercial wireless broadband
Internet customers, in Arizona, Idaho, Illinois, Iowa, Michigan,
Montana, Nebraska, South Dakota and Texas.
SpeedConnect is a full-service ISP. The company’s main back
office is run by company employees, and includes, network
management, network monitoring and maintenance, significant
allocations of registered address in public IP4 and IP6 space,
employee based customer service, installation services, automated
resources and application based scheduling and tracking, paper,
ACH, credit card, and email billing, warehousing, fulfillment,
integrated customer premise provisioning, walled garden collections
and customer self-restarts, bandwidth usage tracking, integrated,
secure, and deep financial and operations dash board reporting,
collections, accounting, payables, owned and licensed backhaul,
intelligent bandwidth management, consumption rated billing,
customer payment portals, and all wrapped in a mature, first hit on
all search engines, Internet Brand. The company today services
approximately 10,000 residential and commercial Internet customers
over its approximately 220-cellular tower footprint across 10
Midwestern States.
Today’s urban ISP landscape is highly competitive and dominated by
some of the world’s largest going concerns. Names like
Comcast, AT&T, Cox, Charter and DISH are household words.
Home Internet service has become synonymous with Cable.
However, this is limited to the high-density top 100 markets.
Beyond that the competition becomes more small licensed free
wireless providers and satellite. Wire-line providers, unless
backed with government subsidies, do not build beyond 15 homes per
street mile. SpeedConnect services both rural and
non-rural areas, and historically has done well in both
marketplaces, however the margins are improved in the more rural
areas due to reduced voluntary and involuntary customer
attrition.
TPT SpeedConnect’s key suppliers include but are not limited to;
Juniper, ZTE, Huawei, Cisco, Sandvine, American Tower, SBA Tower,
Crown Castle, CenturyLink, SuddenLink, South Dakota Networks, 123
dot net, Genesee Telephone, Air Advantage Fiber, Iron Mountain,
ConVergence, CDW, Talley, Tessco, Bursma Electronics, DragonWave,
Ceragon Networks, Telrad, Arris, AP, APD, Plante Morran, Fifth
Third, Sprint and others.
Blue Collar Production Division
Our production division, Blue Collar Productions (formerly Blue
Collar, Inc.), creates original live action and animated content
productions and has produced hundreds of hours of material for the
television, theatrical, home entertainment and new media markets.
Mr. Rowen, our CEO of Blue Collar, works closely with major
television networks, cable channels and film studios to produce
home entertainment products.
The Documentary film group at Blue Collar recently completed a film
on the cultural impact of Goodfellas: 20 Years
Later that featured Martin Scorsese, Robert DeNiro, Lorraine
Bracco, Leonardo DiCaprio and many others. They have also produced
a series of film anthologies for Turner Classic Movies. Blue Collar
is currently in production on Built To Fail, which is a
look at the history of street wear. The film features Tommy
Hilfiger, Russell Simmons and a host of notable street wear
designers. They are also in pre-production on The 29 Club,
a look at notable musicians who all tragically died at age 29;
Memories in Music, which is an in-depth study of the
impact of memory through music on Alzheimer’s patients and
Faces of Vegas, an exploration into the culture of Las
Vegas, Nevada.
Blue Collar Productions currently has the feature film Looking
For Alaska, based on the John Green novel, producing for
Paramount Pictures. The company produced for a pilot for MTV for a
possible series, “My Jam” aired in the Fall of 2016. Blue Collar
has also produced two seasons of “Caribbean’s Next Top Model
Season.”
Blue Collar Productions designs branding and marketing campaigns
and has had contracts with some of the world’s largest companies
including PepsiCo, Intel, HP, WalMart and many other Fortune 500
companies. Additionally, they create motion picture, television and
home entertainment marketing campaigns for studios including Sony,
DreamWorks, Twentieth Century Fox, Universal Studios, Paramount
Studios, and Warner Brothers.
The CEO of this division, Mr. Rowen, has worked with filmmakers
including Steven Spielberg, Ron Howard, Brett Ratner and James
Cameron. Mr. Rowen also has very close working relationships with
actors including Tom Hanks, Brad Pitt, Julia Roberts, Robert
Downey, Jr., Denzel Washington, Ryan Gosling, Sofia Vergara,
Mariska Hargitay and many others.
Prior to starting Blue Collar Productions, Mr. Rowen functioned as
the head of home entertainment production for DreamWorks SKG from
1997 to 2000. He also serves as the President of Long Leash
Entertainment, an aggregator of entertainment based intellectual
property and creator of high-end entertainment content.
TPT MedTech, LLC – Medical Division
TPT MedTech believes it is strategically positioned to take
advantage of the current trend in Point of Care Testing (“POCT”) by
aligning itself with the exponential growth of smart devices
equipped with mobile healthcare (mH), which may revolutionize
personalized healthcare monitoring and management, thereby paving
the way for next-generation POCT.
The rapid turnaround times, improved decision times, and
time-critical decision-making of TPT MedTech QuikLAB can result in
total savings between 8-20% of laboratory costs for facilities that
implement POC testing. The savings realized due to the decreased
cost of waiting for results can be as much as $260 USD per patient.
For those that use and implement POC testing, waiting can improve
by as much as 46 minutes per patient real-time scenarios—and days
in standard laboratory settings. Management believes TPT MedTech
QuikLAB is uniquely positioned to serve this growing
market.
SANIQuik is a decontamination and sanitizing unit that TPT MedTech
intends to co-market with the QuikLAB mobile laboratory as an
integrated solution to certain issues arising from the COVID-19
pandemic. SANIQuik uses hypochlorous acid as a spray mist. This
chemical has been safely used on many food products for decades.
Hypochlorous acid does not cause irritation to eyes and skin. Even
if it were ingested it causes no harm. Because it is so safe, it is
the ideal sanitizer for direct food sanitation and food contact
surfaces. It is also ideal in healthcare where it is used for wound
cleansing, eye drops, and patient room disinfection replacing toxic
chemicals such as bleach and quaternary ammonium salts.
Hypochlorous acid is FDA, USDA, and EPA approved to minimize
microbial food safety hazards of fresh-cut fruits and vegetables.
(See https://www.hypochlorousacid.com/about.)
TPT MedTech believes the SANIQuik external sanitation is safe,
effective and flexible for its utilization with options for users.
TPT MedTech intends to provide optional masks to users as they
approach the SANIQuik. The mask provides a cover around inhalation
of the mist. External sanitation is safe and effective, providing
an additional routine to hand washing and facial coverings.
TPT MedTech has developed a business model which markets SANIQuik
as a novel product within the Personal Protective Equipment (PPE)
industry. This PPE distribution model is focused in the Federal
procurement space (Veteran’s Administration, Department of Defense,
Federal Emergency Management Agency, Centers for Disease Control,
National Guard) as well as vendor to the top 20 National Hospital
Group Purchasing Organizations (GPO).
TPT MedTech will be requesting Emergency Use Authorization (EUA)
from the FDA for SANIQuik during the COVID-19 pandemic, which has
been granted to other sanitizing units. SANIQuik already has the
European CE mark. For attorney fees and consultants, we
are estimating $50,000 for the EUA.
TPT MedTech developed its "QuikPASS™" Check and Verify passport
system and Covid 19/vaccination monitoring platform for
corporations, governmental organizations, schools, airlines,
hospitals, sports venues & arenas, restaurants, hotels, and
nightclubs. The all-in-one mobile system checks and verifies that
an individual has been tested for Covid-19 or vaccinated, providing
proof individuals are able to travel or gain access to venues with
the idea that everyone inside that venue would be Covid free. The
"QuikPASS" "Check and Verify" passport-style platform works with
third-party testing labs and organizations that participate on the
"QuikPASS" Network and will be offered FREE to US domestic and
international business commerce and governmental organizations
around the world.
San Diego Media Division
San Diego Media, Inc. (“SDM”) is an established Southern California
based software engineering and Internet e-commerce marketing
services company that provides enterprise-class integrated
solutions for manufacturers, retailers, and distributors focused on
developing solutions for companies seeking online growth and
profitability.
Founded in 1999, historically the primary market offering has been
MaxEXP®, a proven stable, productivity-enabling proprietary
eCommerce platform, built on open-standards technology that
empowers companies to deploy and manage eCommerce offerings at
lower cost and at less time than required to deploy more
conventional high-end solutions — and, we believe, all without
sacrificing the essential merchandising functionality,
customizability, extensibility, scalability, security, and
performance that much more expensive solutions provide. MaxEXP
supports both B2B and B2C functionality simultaneously which few
other eCommerce solutions will provide successfully
out-of-the-box.
These early engagements have enabled SDM to solidify and refine the
core SDM technology architecture and to enhance the platform with
market-driven merchandising features and functionality. SDM has
made significant R&D investments in operational infrastructure
including sophisticated monitoring systems, comprehensive security,
time-tracking, client management tools, and continuous compliance
with the demanding payment card industry (PCI) standards.
SDM has complemented these systems with a full range of automated
and enterprise-class capabilities for fully integrating with
customer’s legacy systems, call centers, fulfillment houses, and
other critical business process applications.
SDM has complimented its technologies with a wider range of
professional internet and marketing services that enables client
success, to create successful business relationships over
long-term.
As the market has changed through the years SDM has continued to
innovate and expand its strategic and technology development
partnerships; these include, MIndTouch, BigCommerce, Avalara, CPC
Strategies, eBridge, Imperva Incapsula, Chris Chase Design. SDM’s
newest client is based in Singapore and it represents its most
innovative use of technologies to date.
K Telecom and Global Telecom- GSM Distribution
K Telecom and Global Telecom are located in the Northwest of the
United States and sell and distribute GSM Cell Phone and Prepaid
GSM Services for MVNO’s (Mobile Virtual Network Operators) through
approximately 100 brick and mortar retail store-front locations in
Washington and Oregon.
Copperhead Digital: ISP - Telecom Revenue
Copperhead Digital operated as a regional internet and telecom
services provider operating in Arizona under the trade name
Trucom. Although there are currently no customers and it will
take capital to reopen this revenue stream, Copperhead Digital
operated as a wireless telecommunications Internet Service Provider
(“ISP”) facilitating both residential and commercial accounts.
Copperhead Digital’s primary business model was subscription based,
pre-paid monthly reoccurring revenues, from wireless delivered,
high-speed internet connections. In addition, the company resold
third-party satellite and DSL internet and IP telephony
services.
Technology Company Overview
Our Company was formed as the successor of two US Corporations,
Ally Pharma US, a Pharmaceutical technology research company
founded in 1988 and TPT Global Inc. a Media Content, Voice and
Data, Interconnect and International gateway provider. TPT Global
Tech is headquartered in San Diego, California and operates as a
holding company for its Media, Smartphone, Network, Content and
SaaS (Software as a Services) domestic and international
businesses.
Historically and through key acquisitions we launched
Telecommunications wholesale and retail operations in the United
States and Internationally. These first acquisitions with their
Customer Bases, Distribution Channels and Technology are the base
for our organic growth strategy and provide opportunities to cross
sell our platforms and New Media Technology products and services
Domestically and Internationally.
We are based in San Diego, California and operate as a
technology-based company with divisions providing
telecommunications, medical technology and product distribution,
media content for domestic and international syndication as well as
technology solutions. We operate as a Media Content Hub for
Domestic and International syndication,
Technology/Telecommunications company using on our own proprietary
Global Digital Media TV and Telecommunications infrastructure
platform and we also provide technology solutions to businesses
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.
Our technologies “Gathers Big Data” to predict our customers’
viewing and spending habits. We then deliver Products and Services
to support that estimated demand and share advertising revenues
with our Content, Digital Media and Linear Broadcast Partners
worldwide.
Each of our four divisions contributes to the launch of our global
Content delivery platform “VuMe” formerly now as “ViewMe Live” and
creates cross pollinating revenue opportunities and a closed Global
E-commerce Eco environment which we believe will help us execute
our short and long-term corporate objectives. Our Content Division
which consists of Blue Collar Productions (our TV and Film content
Production company) creates original content and in some cases
third party content. Once Content has been produced we will then
broadcast and deliver that content over our proprietary Mobile TV
Platform domestically and internationally.
Our corporate goal is to work within our four in house divisions
(Smartphone, Network, Content and SaaS) to launch hardware sales
and build a viewer subscriber base domestically and
internationally. This edge device deployment would deliver free
Content, free Linear Broadcast feeds and Social Media features on
our Free proprietary Mobile app platform with the anticipation to
aggregate and showcase our original and third-party Content,
Digital Media and Linear broadcast feeds from and too the four
corners of the Globe.
All of the back technology or features for VuMe Live have been
developed and we anticipate spending an additional $2,000,000 USD
to complete the front-end features which we believe, depending on
our funding event, will be three to six months.
We have generated revenues in 2021 and 2020, primarily through
operating as a Broadband Internet provider. The Company can also
operate its approximate 58 miles Fiber optic ring throughout the
greater Phoenix valley offering such services as Basic Residential
Phone service, Basic Business phone service, POT’s lines, Basic
Fiber Broadband Internet services, Wireless Internet Services, Toll
Free 800 services, EFax, Erate, Dedicated T-1 Services, Auto
Attendant, SIP Trunks, Mobile and VoIP services. These offerings
will continue for the foreseeable future weighted heavily towards
offering more Wireless Internet services and the Fiber Ring will be
transformed into a Private Test facility to be offered for rent to
businesses needing a private network to test new products for proof
of concept purposes. Since the acquisition of the
assets of SpeedConnect in 2019, we operate as a Broadband Wireless
Access (BWA) provider and are considered one of the nation’s
largest rural wireless broadband Internet providers serving
approximately 10,000 residential and commercial wireless broadband
Internet customers, in Arizona, Idaho, Illinois, Iowa, Michigan,
Montana, Nebraska, South Dakota and Texas.
We, and our related acquired companies are seeking to be an
innovative Media-Telecom/CUBS (Cloud Unified Businesses Services)
company and one of the first to combine recurring Telecom,
Media and Data/Cloud Services revenue under one roof, then
bring all relevant data from those services into a proprietary
telecom infrastructure and information matrix platform capable of
delivering a “Daily and Intelligent Dashboard” to our Domestic and
International customers. Such a planned cohesive combination of
services and information from a single provider has been heretofore
nonexistent. We intend to pioneer an integrate communication
services and information technology suites to empower individuals
and companies with vital communications, Smartphone, Network,
Content, SaaS (Software as A Service), New Media Technology
products and services, and valuable relevant diagnostic information
both Domestically and Internationally.
We are currently able to deliver a live Global TV Broadcast and
Social Media Platform utilizing a Mobile App technology on our
proprietary Content Delivery Network. We plan to expand our Cloud
Unified Business Services (CUBS) technology-based business services
unifying multiple services from the cloud including applications
developed for our medical division.
CUBS (Cloud Unified Business Services) - We are a
CUBS provider, acquiring customers and then cross selling
additional products and services through our proprietary Wrap
Around Relationship Marketing (WARM) system, intending to make the
customers very sticky– prone to not leave as a customer.
Planned Activities
Big Data & Predictive Analytics - Our
capability to utilize our proprietary aggregation platform to
gather data from our hardware and software edge device (End Users)
deployments positions the Company to be a leader in predictive
analytics.

Cross-Sales – Our growth strategy through
complimentary acquisitions may create opportunities to cross and
sell its New Generation, New Media technology products and services
to a growing customer base across multiple distribution channels,
both domestically and internationally.
Market Launch - Through our acquisition of VuMe
Live from Matrixsites, we have acquired the live backend broadcast
Network technology for our Global Mobile TV and Social Media
platform. Subject to raising capital ($2,000,000) from our
fund-raising activities we believe we are three to six months from
completing the frontend development component to launch its “VuMe
Live” Mobile APP delivery platform.
Liquidity and Capital Resource Needs
We anticipate needing an estimated $38,000,000 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.
Estimate of Liquidity and Capital Resource
Needs
Equipment purchases and manufacturing
|
|
$ |
14,000,000 |
|
Product advancement
|
|
|
2,250,000 |
|
Acquisitions
|
|
|
500,000 |
|
Debt Restructuring
|
|
|
7,300,000 |
|
Working capital, including marketing
|
|
|
11,470,000 |
|
Brokerage commissions
|
|
|
2,280,000 |
|
Offering expenses
|
|
|
200,000 |
|
|
|
$ |
38,000,000 |
|
Although the items set forth above indicate management’s present
estimate of our liquidity and capital resource needs, we may
reallocate the proceeds or utilize them for other corporate
purposes. Our actual use of proceeds may vary from these
estimates because of a number of factors, including whether we are
successful in completing future acquisitions, whether we obtain
additional funding, what other obligations have been incurred by
us, the operating results of our initial acquisition activities,
and whether we are able to operate profitably. If our need for
working capital increases, we may seek additional funds through
loans or other financing. There are no current commitments for any
such financing opportunity, and there can be no assurance that
these funds may be obtained in the future if the need arises.
RECENT ACQUISITIONS/FORMATIONS OF OPERATING
DIVISIONS/SUBSIDIARIES
TPT Strategic Merger with Southern Plains
On August 1, 2020, InnovaQor (name changed to TPT Strategic, Inc.),
a wholly-owned subsidiary of the Company, entered into a Merger
Agreement with the publicly traded company Southern Plains Oil
Corp. (OTC PINK: SPLN prior to Merger Agreement).
During 2020, TPT Strategic authorized a Series A Super Majority
Preferred Stock valued at $350,000 by management and issued to a
third party in exchange for legal services. Effective
September 30, 2020, the Series A Super Majority Preferred Stock was
exchanged with TPT for a note payable of $350,000 payable in cash
or common stock (see Note 5(2)). As such, as of
September 30, 2020, the Company, for accounting purposes, took
control of the merged TPT Strategic and reflected in its
consolidated balance sheet the non-controlling interest of $219,058
in the liabilities under a license agreement valued at
$3,500,000. This $3,500,000 was recorded as a Note Payable
and expensed on InnovaQor’s books. On March 30, 2021, the
license agreement was cancelled, and the non controlling interest
reversed.
TPT Strategic Merger with Education System
Management
On June 22, 2021, TPT Strategic and the Company signed a
merger agreement with Education Systems Management, LLC (“EDSM”) to
create a merged public entity. TPT Strategic will become a non
controlling interest to TPTW after the merger and after fund
raising efforts at an estimated 28%. Both TPT Strategic and
the Company will enter into a software development agreement for
the development of a standalone backend and front-end telemedicine
technology platform which is not to exceed $3.5M in cost. It
is also the intent that current TPT shareholders will receive TPT
Strategic stock of 2.5M common shares as a dividend after the
merger is complete and appropriate shares are registered with the
SEC under a registration rights agreement. Closing was
expected on or before August 1, 2021, or as agreed by all parties.
The parties have verbally agreed to close as soon as possible
and are working towards this.
Our Business Methods
Centralized Platform and New Generation
Network
We are now operating a next-generation broadband network reselling
other companies’ networks on a wholesale arbitrage basis (buying
and reselling other companies’ capacity) on our centralized VIVO
Platform. We are interconnected to U.S. and International carriers
to date. Once funded, we intend to deploy our own in-country
networks in the targeted emerging markets. This will enable us to
be able to provide better quality termination and increase our
operating margins. We believe our platform will produce substantial
operational cost savings. Because of our pricing advantage, we are
able to offer our clients products and services at an attractive
pricing structure, creating a strong competitive advantage. Based
on our low network operating costs and low-cost infrastructure, we
believe we may penetrate emerging markets with little network
build-out and at a reasonable price. Management believes that our
service offerings will be well received in emerging markets based
on existing relationships and pricing structure, which will enable
us to set the industry standard with little competition.
Once we establish in-country networks, we will be able to market
Phones, Networks, Content and SaaS products targeted to specific
subgroups that coincide with the country/region where we have a
network in place or a strategic partnership network in place.
Use of Incumbent Networks
Under formal agreements we can privately brand and resell incumbent
carriers’ underlying broadband networks, while deploying our own
Wimax/Wi-Fi/GSM service plans and mobile handsets.
As a true value add, our VIVO billing platform allows us to manage
the billing and routing, offering our customers a seamless, branded
network from anywhere we maintain a relationship. By way of
incumbent operator networks, we can sell and market to retail and
wholesale customers without the high infrastructure costs
associated with deploying our own network. If and when the revenues
justify the cost of constructing our own network, we plan to
investigate adding a wireless Broadband/ GSM network and transfer
our customer base in a final step to reduce costs of goods sold
long-term.
Wholesale Termination
Wholesale termination is the reselling of excess network capacity
on a reciprocal basis to other telecom carriers both domestically
and internationally. Due to the large number of carrier
relationships we have in the US and abroad, we believe we can
immediately increase our wholesale termination in each country in
which we have a license to operate. This wholesale activity
generates additional cash flow immediately if successfully
implemented. Wholesale termination is a low risk, low margin
business.
Service Description
Our next-generation wireless Broadband/GSM network relies on
non-line-of-sight technology. This will provide a level of
performance comparable to that delivered by evolving Worldwide
Interoperability of Microwave Access (WiMAX) standards. The cost
advantage equates to substantial reductions of fixed costs as
compared to building traditional, legacy, and switched
networks.
Our products and marketing strategy unifies the various features
available in today’s telecommunication environment including:
|
·
|
Significant international broadband capacity
|
|
·
|
High quality VoIP communication
|
|
·
|
Cellular/GSM and Wi-Fi wireless convergence
|
|
·
|
IPTV, Content Applications and Financial Services Products
|
|
·
|
Remote network management
|
|
·
|
Sophisticated Prepaid, Wholesale and Retail billing
|
|
·
|
CRM management; and Intranet Build-out, back-office management and
reporting.
|
Our Business Segments
Our business segment consists generally of providing strategic,
legacy and data integration products and services to small, medium
and enterprise business, wholesale and governmental customers,
including other communication providers. Our strategic products and
services offered to these customers include our collocation,
hosting, broadband, VoIP, information technology and other
ancillary services. Our services offered to these customers
primarily include local and long-distance voice, inducing the sale
of unbundled network elements (“UNEs”), switched access and other
ancillary services. Our product offerings include the sale of
telecommunications equipment located on customers’ premises and
related products and professional services, all of which are
described further below.
Our products and services include local and long-distance voice,
broadband, Ethernet, collocation, hosting (including cloud hosting
and managed hosting), data integration, video, network, public
access, VoIP, information technology and other ancillary
services.
We offer our customers the ability to bundle together several
products and services. For example, we offer integrated and
unlimited local and long-distance voice services. Our customers can
also bundle two or more services such as broadband, video
(including through our strategic partnerships), voice services. We
believe our customers value the convenience and price discounts
associated with receiving multiple services through a single
company.
Most of our products and services are provided using our
telecommunications network, which consists of voice and data
switches, copper cables, fiber-optic cables and other
equipment.
Described in greater detail below are our key products and services
as follows:
TPT SpeedConnect: ISP and Telecom
On May 7, 2019, the Company completed the acquisition of
substantially all of the assets of SpeedConnect LLC
(“SpeedConnect”) for $1.75 million, including the assumption of all
contracts and liabilities pertinent to operations and conveyed them
into a wholly owned subsidiary TPT SpeedConnect. The Acquisition
closed on May 7, 2019. SpeedConnect was founded in 2002 by its CEO
John Arthur Ogren and is in its 17th year of operations as a
national, predominantly rural, wireless telecommunications
residential and commercial Internet Service Provider (ISP). TPT
SpeedConnect’s primary business model is subscription based,
monthly reoccurring revenues, from wireless delivered, high-speed
Internet connections utilizing its company built and owned national
network. SpeedConnect also resells third-party satellite Internet,
DSL Internet, IP telephony and DISH TV products.
SpeedConnect is a privately-held Broadband Wireless Access (BWA)
provider. Today, TPT SpeedConnect is one of the nation’s largest
rural wireless broadband Internet providers which serves
approximately 10,000 residential and commercial wireless broadband
Internet customers, in Arizona, Idaho, Illinois, Iowa, Michigan,
Montana, Nebraska, South Dakota and Texas.
TPT SpeedConnect is a full-service ISP. The company’s back office
is run by company employees, and includes network management,
network monitoring and maintenance, significant allocations of
registered address in public IP4 and IP6 space, employee based
customer service, installation services, automated resources and
application based scheduling and tracking, paper, ACH, credit card,
and email billing, warehousing, fulfillment, integrated customer
premise provisioning, walled garden collections and customer
self-restarts, bandwidth usage tracking, integrated, secure, and
deep financial and operations dash board reporting, collections,
accounting, payables, owned and licensed backhaul, intelligent
bandwidth management, consumption rated billing, customer payment
portals, and all wrapped in a mature, first hit on all search
engines, Internet Brand. The company today services approximately
10,000 residential and commercial Internet customers over its
approximately 220-cellular tower footprint across 10 Midwestern
States.
Today’s urban ISP landscape is highly competitive and dominated by
some of the world’s largest going concerns. Names like Comcast,
AT&T, Cox, Charter and DISH are household words. Home Internet
service has become synonymous with Cable. However, this is limited
to the high-density top 100 markets. Beyond that the competition
becomes more small licensed free wireless providers and satellite.
Wire-line providers, unless backed with government subsidies, do
not build beyond 15 homes per street mile. SpeedConnect services
both rural and non-rural areas, and historically has done well in
both marketplaces, however the margins are improved in the more
rural areas due to reduced voluntary and involuntary customer
attrition.
TPT SpeedConnect’s key suppliers include but are not limited to;
Juniper, ZTE, Huawei, Cisco, Sandvine, American Tower, SBA Tower,
Crown Castle, CenturyLink, SuddenLink, South Dakota Networks, 123
dot net, Genesee Telephone, Air Advantage Fiber, Iron Mountain,
ConVergence, CDW, Talley, Tessco, Bursma Electronics, DragonWave,
Ceragon Networks, Telrad, Arris, AP, APD, Plante Morran, Fifth
Third, Sprint and others.
Blue Collar Production Division
Our production division, Blue Collar Productions (formerly Blue
Collar, Inc.), creates original live action and animated content
productions. Blue Collar creates original live action and animated
content and has produced hundreds of hours of material for the
television, theatrical, home entertainment and new media
markets.
The Documentary film group at Blue Collar recently completed a film
on the cultural impact of Goodfellas: 20 Years
Later that featured Martin Scorsese, Robert DeNiro, Lorraine
Bracco, Leonardo DiCaprio and many others. They have also produced
a series of film anthologies for Turner Classic Movies. Blue Collar
is currently in production on Built To Fail, which is a
look at the history of street wear. The film features Tommy
Hilfiger, Russell Simmons and a host of notable street wear
designers. They are also in pre-production on The 29 Club,
a look at notable musicians who all tragically died at age 29;
Memories in Music, which is an in-depth study of the
impact of memory through music on Alzheimer’s patients and
Faces of Vegas, an exploration into the culture of Las
Vegas, Nevada.
Blue Collar Productions currently has the feature film Looking
For Alaska, based on the John Green novel, producing for
Paramount Pictures. The company produced for a pilot for MTV for a
possible series, “My Jam” aired in the Fall of 2016. Blue Collar
has also produced two seasons of “Caribbean’s Next Top Model
Season.”
Blue Collar Productions designs branding and marketing campaigns
and has had contracts with some of the world’s largest companies
including PepsiCo, Intel, HP, WalMart and many other Fortune 500
companies. Additionally, they create motion picture, television and
home entertainment marketing campaigns for studios including Sony,
DreamWorks, Twentieth Century Fox, Universal Studios, Paramount
Studios, and Warner Brothers.
The CEO of this division, Mr. Rowen, has worked with filmmakers
including Steven Spielberg, Ron Howard, Brett Ratner and James
Cameron. Mr. Rowen also has very close working relationships with
actors including Tom Hanks, Brad Pitt, Julia Roberts, Robert
Downey, Jr., Denzel Washington, Ryan Gosling, Sofia Vergara,
Mariska Hargitay and many others.
Prior to starting Blue Collar Productions, Mr. Rowen functioned as
the head of home entertainment production for DreamWorks SKG from
1997 to 2000. He also serves as the President of Long Leash
Entertainment, an aggregator of entertainment based intellectual
property and creator of high-end entertainment content.
San Diego Media
San Diego Media, Inc. (“SDM”) is an established Southern California
based software engineering and Internet e-commerce marketing
services company that provides enterprise-class integrated
solutions for manufacturers, retailers, and distributors focused on
developing solutions for companies seeking online growth and
profitability. The primary market offering has been MaxEXP®, a
proven stable, productivity-enabling proprietary eCommerce
platform, built on open-standards technology that empowers
companies to deploy and manage eCommerce offerings at lower cost
and at less time than required to deploy more conventional high-end
solutions.
TPT MedTech, LLC – Medical Division
TPT MedTech believes it is strategically positioned to take
advantage of the current trend in Point of Care Testing (“POCT”) by
aligning itself with the exponential growth of smart devices
equipped with mobile healthcare (mH), which may revolutionize
personalized healthcare monitoring and management, thereby paving
the way for next-generation POCT.
The rapid turnaround times, improved decision times, and
time-critical decision-making of TPT MedTech QuikLAB can result in
total savings between 8-20% of laboratory costs for facilities that
implement POC testing. The savings realized due to the decreased
cost of waiting for results can be as much as $260 USD per patient.
For those that use and implement POC testing, waiting can improve
by as much as 46 minutes per patient real-time scenarios—and days
in standard laboratory settings. Management believes TPT MedTech
QuikLAB is uniquely positioned to serve this growing
market.
SANIQuik is a decontamination and sanitizing unit that TPT MedTech
intends to co-market with the QuikLAB mobile laboratory as an
integrated solution to certain issues arising from the COVID-19
pandemic. SANIQuik uses hypochlorous acid as a spray mist. This
chemical has been safely used on many food products for decades.
Hypochlorous acid does not cause irritation to eyes and skin. Even
if it were ingested it causes no harm. Because it is so safe, it is
the ideal sanitizer for direct food sanitation and food contact
surfaces. It is also ideal in healthcare where it is used for wound
cleansing, eye drops, and patient room disinfection replacing toxic
chemicals such as bleach and quaternary ammonium salts.
Hypochlorous acid is FDA, USDA, and EPA approved to minimize
microbial food safety hazards of fresh-cut fruits and vegetables.
(See https://www.hypochlorousacid.com/about.)
TPT MedTech believes the SANIQuik external sanitation is safe,
effective and flexible for its utilization with options for users.
TPT MedTech intends to provide optional masks to users as they
approach the SANIQuik. The mask provides a cover around inhalation
of the mist. External sanitation is safe and effective, providing
an additional routine to hand washing and facial coverings.
TPT MedTech has developed a business model which markets SANIQuik
as a novel product within the Personal Protective Equipment (PPE)
industry. This PPE distribution model is focused in the Federal
procurement space (Veteran’s Administration, Department of Defense,
Federal Emergency Management Agency, Centers for Disease Control,
National Guard) as well as vendor to the top 20 National Hospital
Group Purchasing Organizations (GPO).
TPT MedTech will be requesting Emergency Use Authorization (EUA)
from the FDA for SANIQuik during the COVID-19 pandemic, which has
been granted to other sanitizing units. SANIQuik already has the
European CE mark. For attorney fees and consultants, we
are estimating $50,000 for the EUA.
TPT MedTech developed its "QuikPASS™" Check and Verify passport
syst