Post-qualification Amendment to a 1-a Offering Statement (1-a Pos)
March 23 2023 - 05:09PM
Edgar (US Regulatory)
|
Form 1-A Issuer Information |
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 1-A
REGULATION A OFFERING STATEMENT
UNDER THE SECURITIES ACT OF 1933 |
OMB APPROVAL |
|
FORM 1-A
|
OMB Number: 3235-0286
Estimated average burden hours per
response: 608.0
|
1-A: Filer Information
| Issuer CIK |
0001661039
|
| Issuer CCC |
XXXXXXXX
|
| DOS File
Number |
|
| Offering File
Number |
024-11260
|
| Is this a LIVE
or TEST Filing? |
☒ LIVE
☐ TEST |
| Would you like
a Return Copy? |
☐ |
| Notify via
Filing Website only? |
☐ |
| Since Last
Filing? |
☐ |
Submission Contact
Information
|
| Name |
|
| Phone |
|
| E-Mail
Address |
|
1-A: Item 1. Issuer Information
Issuer Infomation
| Exact name of
issuer as specified in the issuer's charter |
TPT GLOBAL TECH,
INC.
|
| Jurisdiction of
Incorporation / Organization |
FLORIDA
|
| Year of
Incorporation |
1988
|
| CIK |
0001661039
|
| Primary
Standard Industrial Classification Code |
COMMUNICATION SERVICES,
NEC
|
| I.R.S. Employer
Identification Number |
81-3903357
|
| Total number of
full-time employees |
40
|
| Total number of
part-time employees |
0
|
Contact Infomation
Address of Principal
Executive Offices
|
| Address 1 |
501 West Broadway,
Suite 800
|
| Address 2 |
|
| City |
San Diego
|
|
State/Country |
CALIFORNIA
|
| Mailing Zip/
Postal Code |
92101
|
| Phone |
619-301-4200
|
Provide the following
information for the person the Securities and Exchange Commission's
staff should call in connection with any pre-qualification review
of the offering statement.
|
| Name |
Michael A. Littman,
Attorney
|
| Address 1 |
|
| Address 2 |
|
| City |
|
|
State/Country |
|
| Mailing Zip/
Postal Code |
|
| Phone |
|
Provide up to two e-mail
addresses to which the Securities and Exchange Commission's staff
may send any comment letters relating to the offering statement.
After qualification of the offering statement, such e-mail
addresses are not required to remain active.
Financial Statements
| Industry Group
(select one) |
☐ Banking
☐ Insurance ☒ Other |
Use the financial
statements for the most recent period contained in this offering
statement to provide the following information about the issuer.
The following table does not include all of the line items from the
financial statements. Long Term Debt would include notes payable,
bonds, mortgages, and similar obligations. To determine "Total
Revenues" for all companies selecting "Other" for their industry
group, refer to Article 5-03(b)(1) of Regulation S-X. For companies
selecting "Insurance", refer to Article 7-04 of Regulation S-X for
calculation of "Total Revenues" and paragraphs 5 and 7 of Article
7-04 for "Costs and Expenses Applicable to Revenues".
Balance Sheet
Information
|
| Cash and Cash
Equivalents |
$ 63399.00
|
| Investment
Securities |
$ 0.00
|
| Total
Investments |
$
|
| Accounts and
Notes Receivable |
$ 295908.00
|
| Loans |
$
|
| Property, Plant
and Equipment (PP&E): |
$ 1091527.00
|
| Property and
Equipment |
$
|
| Total
Assets |
$ 8547151.00
|
| Accounts
Payable and Accrued Liabilities |
$ 8683309.00
|
| Policy
Liabilities and Accruals |
$
|
| Deposits |
$
|
| Long Term
Debt |
$ 2327219.00
|
| Total
Liabilities |
$ 32033108.00
|
| Total
Stockholders' Equity |
$ -81735865.00
|
| Total
Liabilities and Equity |
$ 8683309.00
|
Statement of
Comprehensive Income Information
|
| Total
Revenues |
$ 6145465.00
|
| Total Interest
Income |
$
|
| Costs and
Expenses Applicable to Revenues |
$ 4493929.00
|
| Total Interest
Expenses |
$
|
| Depreciation
and Amortization |
$ 941114.00
|
| Net Income |
$ -11352944.00
|
| Earnings Per
Share - Basic |
$ -0.06
|
| Earnings Per
Share - Diluted |
$ -0.06
|
| Name of Auditor
(if any) |
SADLER, GIBB AND
ASSOCIATES, LLC
|
Outstanding Securities
Common
Equity
|
| Name of Class
(if any) Common Equity |
COMMON STOCK
|
| Common Equity
Units Outstanding |
1723749021
|
| Common Equity
CUSIP (if any): |
87265T103
|
| Common Equity
Units Name of Trading Center or Quotation Medium (if any) |
OTC
|
Preferred
Equity
| Preferred
Equity Name of Class (if any) |
Series A, B, C, D &
E
|
| Preferred
Equity Units Outstanding |
5678849
|
| Preferred
Equity CUSIP (if any) |
000000000
|
| Preferred
Equity Name of Trading Center or Quotation Medium (if any) |
NONE
|
Debt
Securities
| Debt Securities
Name of Class (if any) |
NONE
|
| Debt Securities
Units Outstanding |
0
|
| Debt Securities
CUSIP (if any): |
000000000
|
| Debt Securities
Name of Trading Center or Quotation Medium (if any) |
NONE
|
1-A: Item 2. Issuer Eligibility
Issuer Eligibility
Check this box to certify that all of
the following statements are true for the issuer(s)
☒
- Organized under the laws of the United States or Canada, or any
State, Province, Territory or possession thereof, or the District
of Columbia.
- Principal place of business is in the United States or
Canada.
- Not subject to section 13 or 15(d) of the Securities Exchange
Act of 1934.
- Not a development stage company that either (a) has no specific
business plan or purpose, or (b) has indicated that its business
plan is to merge with an unidentified company or companies.
- Not an investment company registered or required to be
registered under the Investment Company Act of 1940.
- Not issuing fractional undivided interests in oil or gas
rights, or a similar interest in other mineral rights.
- Not issuing asset-backed securities as defined in Item 1101 (c)
of Regulation AB.
- Not, and has not been, subject to any order of the Commission
entered pursuant to Section 12(j) of the Exchange Act (15 U.S.C.
78l(j)) within five years before the filing of this offering
statement.
- Has filed with the Commission all the reports it was required
to file, if any, pursuant to Rule 257 during the two years
immediately before the filing of the offering statement (or for
such shorter period that the issuer was required to file such
reports).
1-A: Item 3. Application of Rule 262
Application Rule 262
Check this box to certify that, as of
the time of this filing, each person described in Rule 262 of
Regulation A is either not disqualified under that rule or is
disqualified but has received a waiver of such
disqualification.
☒
Check this box if "bad actor"
disclosure under Rule 262(d) is provided in Part II of the offering
statement.
☐
1-A: Item 4. Summary Information Regarding the Offering and Other
Current or Proposed Offerings
Summary Infomation
| Check the
appropriate box to indicate whether you are conducting a Tier 1 or
Tier 2 offering |
☐ Tier1
☒ Tier2 |
| Check the
appropriate box to indicate whether the financial statements have
been audited |
☒ Unaudited
☐ Audited |
| Types of
Securities Offered in this Offering Statement (select all that
apply) |
|
| ☒Equity (common or
preferred stock) |
| Does the issuer
intend to offer the securities on a delayed or continuous basis
pursuant to Rule 251(d)(3)? |
☐ Yes ☒ No |
| Does the issuer
intend this offering to last more than one year? |
☐ Yes ☒ No |
| Does the issuer
intend to price this offering after qualification pursuant to Rule
253(b)? |
☐ Yes ☒ No |
| Will the issuer
be conducting a best efforts offering? |
☒ Yes ☐ No |
| Has the issuer
used solicitation of interest communications in connection with the
proposed offering? |
☐ Yes ☒ No |
| Does the
proposed offering involve the resale of securities by affiliates of
the issuer? |
☐ Yes ☒ No |
| Number of
securities offered |
7600000
|
| Number of
securities of that class outstanding |
0
|
The information called for
by this item below may be omitted if undetermined at the time of
filing or submission, except that if a price range has been
included in the offering statement, the midpoint of that range must
be used to respond. Please refer to Rule 251(a) for the definition
of "aggregate offering price" or "aggregate sales" as used in this
item. Please leave the field blank if undetermined at this time and
include a zero if a particular item is not applicable to the
offering.
| Price per
security |
$ 5.0000
|
| The portion of
the aggregate offering price attributable to securities being
offered on behalf of the issuer |
$ 5.00
|
| The portion of
the aggregate offering price attributable to securities being
offered on behalf of selling securityholders |
$ 0.00
|
| The portion of
the aggregate offering price attributable to all the securities of
the issuer sold pursuant to a qualified offering statement within
the 12 months before the qualification of this offering
statement |
$ 0.00
|
| The estimated
portion of aggregate sales attributable to securities that may be
sold pursuant to any other qualified offering statement
concurrently with securities being sold under this offering
statement |
$ 0.00
|
| Total (the sum
of the aggregate offering price and aggregate sales in the four
preceding paragraphs) |
$ 5.00
|
Anticipated fees in
connection with this offering and names of service
providers
| Underwriters -
Name of Service Provider |
|
Underwriters -
Fees |
$ 0.00
|
| Sales
Commissions - Name of Service Provider |
|
Sales
Commissions - Fee |
$ 0.00
|
| Finders' Fees -
Name of Service Provider |
|
Finders' Fees -
Fees |
$ 0.00
|
| Audit - Name of
Service Provider |
|
Audit -
Fees |
$ 0.00
|
| Legal - Name of
Service Provider |
|
Legal -
Fees |
$ 0.00
|
| Promoters -
Name of Service Provider |
|
Promoters -
Fees |
$ 0.00
|
| Blue Sky
Compliance - Name of Service Provider |
|
Blue Sky
Compliance - Fees |
$ 0.00
|
| CRD Number of
any broker or dealer listed: |
|
| Estimated net
proceeds to the issuer |
$ 0.00
|
| Clarification
of responses (if necessary) |
|
1-A: Item 5. Jurisdictions in Which Securities are to be
Offered
Jurisdictions in Which Securities are to be Offered
Using the list below,
select the jurisdictions in which the issuer intends to offer the
securities
|
Selected States and Jurisdictions |
CALIFORNIA
|
Using the list below,
select the jurisdictions in which the securities are to be offered
by underwriters, dealers or sales persons or check the appropriate
box
| None |
☐ |
| Same as the
jurisdictions in which the issuer intends to offer the
securities |
☒ |
| Selected States
and Jurisdictions |
CALIFORNIA
|
1-A: Item 6. Unregistered Securities Issued or Sold Within One
Year
Unregistered Securities Issued or Sold Within One
Year
None ☐
Unregistered Securities Issued
As to any unregistered securities issued by
the issuer of any of its predecessors or affiliated issuers within
one year before the filing of this Form 1-A, state:
| (a)Name of such
issuer |
TPT Global Tech,
Inc.
|
| (b)(1) Title of
securities issued |
Common
|
| (2) Total
Amount of such securities issued |
1723749021
|
| (3) Amount of
such securities sold by or for the account of any person who at the
time was a director, officer, promoter or principal securityholder
of the issuer of such securities, or was an underwriter of any
securities of such issuer. |
20833333
|
| (c)(1)
Aggregate consideration for which the securities were issued and
basis for computing the amount thereof. |
0
|
| (2) Aggregate
consideration for which the securities listed in (b)(3) of this
item (if any) were issued and the basis for computing the amount
thereof (if different from the basis described in (c)(1)). |
0.012
|
Unregistered Securities Act
| (e) Indicate
the section of the Securities Act or Commission rule or regulation
relied upon for exemption from the registration requirements of
such Act and state briefly the facts relied upon for such
exemption |
All of the sales by us
of our unregistered securities were made by us in reliance upon
Rule 506 of the Securities Act of 1933, as amended (the "1933
Act").
|
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