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

Accelerated filer

Non-accelerated filer

Smaller reporting company

 

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 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)

$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.

 

 

ii

 

 

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.

 

 

iii

 

 

TABLE OF CONTENTS

 

PART I -  INFORMATION REQUIRED IN PROSPECTUS

 

Page No.

ITEM 1.

Front of Registration Statement and Outside Front Cover Page of Prospectus

 

 

 

ITEM 2.

Prospectus Cover Page

 

 

 

ITEM 3.

Prospectus Summary Information, Risk Factors and Ratio of Earnings to Fixed Charges

 

3

 

ITEM 4.

Use of Proceeds

 

26

 

ITEM 5.

Determination of Offering Price

 

26

 

ITEM 6.

Dilution

 

27

 

ITEM 7.

Selling Security Holders

 

27

 

ITEM 8.

Plan of Distribution

 

32

 

ITEM 9.

Description of Securities

 

32

 

ITEM 10.

Interest of Named Experts and Counsel

 

36

 

ITEM 11.

Information with Respect to the Registrant

 

36

 

 

a. Description of Business

 

36

 

 

b. Description of Property

 

64

 

 

c. Legal Proceedings

 

65

 

 

d. Market for Common Equity and Related Stockholder Matters

 

66

 

 

e. Financial Statements

 

67

 

 

f. Selected Financial Data

 

68

 

 

g. Supplementary Financial Information

 

68

 

 

h. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

68

 

 

i. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure

 

85

 

 

j. Quantitative and Qualitative Disclosures About Market Risk

 

85

 

 

k. Directors and Executive Officers

 

85

 

 

l. Executive and Directors Compensation

 

90

 

 

m. Security Ownership of Certain Beneficial Owners and Management

 

93

 

 

n. Certain Relationships, Related Transactions, Promoters And Control Persons

 

96

 

ITEM 11 A.

Material Changes

 

96

 

ITEM 12.

Incorporation of Certain Information by Reference

 

97

 

ITEM 12 A.

Disclosure of Commission Position on Indemnification for Securities Act Liabilities

 

97

 

PART II – INFORMATION NOT REQUIRED IN PROSPECTUS

 

 

 

ITEM 13.

Other Expenses of Issuance and Distribution

 

98

 

ITEM 14.

Indemnification of Directors and Officers

 

98

 

ITEM 15.

Recent Sales of Unregistered Securities

 

99

 

ITEM 16.

Exhibits and Financial Statement Schedules

 

99

 

ITEM 17.

Undertakings

 

103

 

 

Signatures

 

104

 

 

 
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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

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.

 

 
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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.

 

 
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Table of Contents

 

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.

 

 
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Table of Contents

 

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.

  

 
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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.

 

 
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RISK FACTORS RELATED TO OUR BUSINESS

 

Many of our competitors are better established and have resources significantly greater than we have, which may make it difficult to attract and retain subscribers.

 

We will compete with other providers of telephony service, many of which have substantially greater financial, technical and marketing resources, larger customer bases, longer operating histories, greater name recognition and more established relationships in the industry. In addition, a number of these competitors may combine or form strategic partnerships. As a result, our competitors may be able to offer, or bring to market earlier, products and services that are superior to our own in terms of features, quality, pricing or other factors. Our failure to compete successfully with any of these companies would have a material adverse effect on our business and the trading price of our common stock.

 

The market for broadband and VoIP services is highly competitive, and we compete with several other companies within a single market:

 

 

cable operators offering high-speed Internet connectivity services and voice communications;

 

incumbent and competitive local exchange carriers providing DSL services over their existing wide, metropolitan and local area networks;

 

3G cellular, PCS and other wireless providers offering wireless broadband services and capabilities, including developments in existing cellular and PCS technology that may increase network speeds or have other advantages over our services;

 

internet service providers offering dial-up Internet connectivity;

 

municipalities and other entities operating free or subsidized WiFi networks;

 

providers of VoIP telephony services;

 

wireless Internet service providers using licensed or unlicensed spectrum;

 

satellite and fixed wireless service providers offering or developing broadband Internet connectivity and VoIP telephony;

 

electric utilities and other providers offering or planning to offer broadband Internet connectivity over power lines; and

 

resellers providing wireless Internet service by “piggy-backing” on DSL or WiFi networks operated by others.

 

Moreover, we expect other existing and prospective competitors, particularly if our services are successful; to adopt technologies or business plans similar to ours or seek other means to develop a product competitive with our services. Many of our competitors are well-established and have larger and better developed networks and systems, longer-standing relationships with customers and suppliers, greater name recognition and greater financial, technical and marketing resources than we have. These competitors can often subsidize competing services with revenues from other sources, such as advertising, and thus may offer their products and services at lower prices than ours. These or other competitors may also reduce the prices of their services significantly or may offer broadband connectivity packaged with other products or services. We may not be able to reduce our prices or otherwise alter our services correspondingly, which would make it more difficult to attract and retain subscribers.

 

Our Acquisitions could result in operating difficulties, dilution and distractions from our core business.

 

We have evaluated, and expect to continue to evaluate, potential strategic transactions, including larger acquisitions. The process of acquiring and integrating a company, business or technology is risky, may require a disproportionate amount of our management or financial resources and may create unforeseen operating difficulties or expenditures, including:

 

 

difficulties in integrating acquired technologies and operations into our business while maintaining uniform standards, controls, policies and procedures;

 

increasing cost and complexity of assuring the implementation and maintenance of adequate internal control and disclosure controls and procedures, and of obtaining the reports and attestations that are required of a company filing reports under the Securities Exchange Act;

 

difficulties in consolidating and preparing our financial statements due to poor accounting records, weak financial controls and, in some cases, procedures at acquired entities based on accounting principles not generally accepted in the United States, particularly those entities in which we lack control; and

 

the inability to predict or anticipate market developments and capital commitments relating to the acquired company, business or technology.

 

 
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Acquisitions of and joint ventures with companies organized outside the United States often involve additional risks, including:

 

 

difficulties, as a result of distance, language or culture differences, in developing, staffing and managing foreign operations;

 

lack of control over our joint ventures and other business relationships;

 

currency exchange rate fluctuations;

 

longer payment cycles;

 

credit risk and higher levels of payment fraud;

 

foreign exchange controls that might limit our control over, or prevent us from repatriating, cash generated outside the United States;

 

potentially adverse tax consequences;

 

expropriation or nationalization of assets;

 

differences in regulatory requirements that may make it difficult to offer all of our services;

 

unexpected changes in regulatory requirements;

 

trade barriers and import and export restrictions; and

 

political or social unrest and economic instability.

 

The anticipated benefit of any of our acquisitions or investments may never materialize. Future investments, acquisitions or dispositions could result in potentially dilutive issuances of our equity securities, the incurrence of debt, contingent liabilities or amortization expenses, or write-offs of goodwill, any of which could harm our financial condition. Future investments and acquisitions may require us to obtain additional equity or debt financing, which may not be available on favorable terms, or at all.

 

Our substantial indebtedness and our current default status and any restrictive debt covenants could limit our financing options and liquidity position and may limit our ability to grow our business.

 

Our indebtedness could have important consequences to the holders of our common stock, such as:

 

 

we may not be able to obtain additional financing to fund working capital, operating losses, capital expenditures or acquisitions on terms acceptable to us or at all;

 

we may be unable to refinance our indebtedness on terms acceptable to us or at all;

 

if substantial indebtedness continues it could make us more vulnerable to economic downturns and limit our ability to withstand competitive pressures; and

 

cash flows from operations are currently negative and may continue to be so, and our remaining cash, if any, may be insufficient to operate our business.

 

paying dividends to our stockholders;

 

incurring, or cause certain of our subsidiaries to incur, additional indebtedness;

 

permitting liens on or conduct sales of any assets pledged as collateral;

 

selling all or substantially all of our assets or consolidate or merge with or into other companies;

 

repaying existing indebtedness; and

 

engaging in transactions with affiliates.

 

As of 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.

 

 
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We may experience difficulties in constructing, upgrading and maintaining our network, which could adversely affect customer satisfaction, increase subscriber turnover and reduce our revenues.

 

Our success depends on developing and providing products and services that give subscribers a high-quality internet connectivity and VoIP experience. If the number of subscribers using our network and the complexity of our products and services increase, we will require more infrastructure and network resources to maintain the quality of our services. Consequently, we expect to make substantial investments to construct and improve our facilities and equipment and to upgrade our technology and network infrastructure. If we do not implement these developments successfully, or if we experience inefficiencies, operational failures or unforeseen costs during implementation, the quality of our products and services could decline.

 

We may experience quality deficiencies, cost overruns and delays on construction, maintenance and upgrade projects, including the portions of those projects not within our control or the control of our contractors. The construction of our network requires the receipt of permits and approvals from numerous governmental bodies, including municipalities and zoning boards. Such bodies often limit the expansion of transmission towers and other construction necessary for our business. Failure to receive approvals in a timely fashion can delay system rollouts and raise the cost of completing construction projects. In addition, we typically are required to obtain rights from land, building and tower owners to install our antennas and other equipment to provide service to our subscribers. We may not be able to obtain, on terms acceptable to us, or at all, the rights necessary to construct our network and expand our services.

 

We also face challenges in managing and operating our network. These challenges include operating, maintaining and upgrading network and customer premises equipment to accommodate increased traffic or technological advances, and managing the sales, advertising, customer support, billing and collection functions of our business while providing reliable network service at expected speeds and VoIP telephony at expected levels of quality. Our failure in any of these areas could adversely affect customer satisfaction, increase subscriber turnover, increase our costs, decrease our revenues and otherwise have a material adverse effect on our business, prospects, financial condition and results of operations.

 

If we do not obtain and maintain rights to use licensed spectrum in one or more markets, we may be unable to operate in these markets, which could adversely affect our ability to execute our business strategy.

 

Even though we have established license agreements, growth requires that we plan to provide our services obtaining additional licensed spectrum both in the United States and internationally, we depend on our ability to acquire and maintain sufficient rights to use licensed spectrum by obtaining our own licenses or long-term spectrum leases, in each of the markets in which we operate or intend to operate. Licensing is the short-term solution to obtaining the necessary spectrum as building out spectrum is a long and difficult process that can be costly and require a disproportionate amount of our management resources. We may not be able to acquire, lease or maintain the spectrum necessary to execute our business strategy.       

 

Using licensed spectrum, whether owned or leased, poses additional risks to us, including:

 

 

inability to satisfy build-out or service deployment requirements upon which our spectrum licenses or leases are, or may be, conditioned;

 

increases in spectrum acquisition costs;

 

adverse changes to regulations governing our spectrum rights;

 

the risk that spectrum we have acquired or leased will not be commercially usable or free of harmful interference from licensed or unlicensed operators in our or adjacent bands;

 

with respect to spectrum we will lease in the United States, contractual disputes with or the bankruptcy or other reorganization of the license holders, which could adversely affect our control over the spectrum subject to such license;

 

failure of the FCC or other regulators to renew our spectrum licenses as they expire; and

 

invalidation of our authorization to use all or a significant portion of our spectrum, resulting in, among other things, impairment charges related to assets recorded for such spectrum.

 

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.

 

 
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Interruption or failure of our information technology and communications systems could impair our ability to provide our products and services, which could damage our reputation and harm our operating results.

 

We have experienced service interruptions in some markets in the past and may experience service interruptions or system failures in the future. Any unscheduled service interruption adversely affects our ability to operate our business and could result in an immediate loss of revenues. If we experience frequent or persistent system or network failures, our reputation and brand could be permanently harmed. We may make significant capital expenditures to increase the reliability of our systems, but these capital expenditures may not achieve the results we expect.

 

Our products and services depend on the continuing operation of our information technology and communications systems. Any damage to or failure of our systems could result in interruptions in our service. Interruptions in our service could reduce our revenues and profits, and our brand could be damaged if people believe our network is unreliable. Our systems are vulnerable to damage or interruption from earthquakes, terrorist attacks, floods, fires, power loss, telecommunications failures, computer viruses, computer denial of service attacks or other attempts to harm our systems, and similar events. Some of our systems are not fully redundant, and our disaster recovery planning may not be adequate. The occurrence of a natural disaster or unanticipated problems at our network centers could result in lengthy interruptions in our service and adversely affect our operating results.

 

The industries in which we operate are continually evolving, which makes it difficult to evaluate our future prospects and increases the risk of your investment. Our products and services may become obsolete, and we may not be able to develop competitive products or services on a timely basis or at all.

 

The markets in which we and our customers compete are characterized by rapidly changing technology, evolving industry standards and communications protocols, and continuous improvements in products and services. Our future success depends on our ability to enhance current products and to develop and introduce in a timely manner new products that keep pace with technological developments, industry standards and communications protocols, compete effectively on the basis of price, performance and quality, adequately address end-user customer requirements and achieve market acceptance. There can be no assurance that the deployment of wireless networks will not be delayed or that our products will achieve widespread market acceptance or be capable of providing service at competitive prices in sufficient volumes. In the event that our products are not timely and economically developed or do not gain widespread market acceptance, our business, results of operations and financial condition would be materially adversely affected. There can also be no assurance that our products will not be rendered obsolete by the introduction and acceptance of new communications protocols.

 

The broadband services industry is characterized by rapid technological change, competitive pricing, frequent new service introductions and evolving industry standards and regulatory requirements. We believe that our success depends on our ability to anticipate and adapt to these challenges and to offer competitive services on a timely basis. We face a number of difficulties and uncertainties associated with our reliance on technological development, such as:

 

 

competition from service providers using more traditional and commercially proven means to deliver similar or alternative services;

 

competition from new service providers using more efficient, less expensive technologies, including products not yet invented or developed;

 

uncertain consumer acceptance;

 

realizing economies of scale;

 

responding successfully to advances in competing technologies in a timely and cost-effective manner;

 

migration toward standards-based technology, requiring substantial capital expenditures; and

 

existing, proposed or undeveloped technologies that may render our wireless broadband and VoIP telephony services less profitable or obsolete.

 

As the products and services offered by us and our competitors develop, businesses and consumers may not accept our services as a commercially viable alternative to other means of delivering wireless broadband and VoIP telephony services.

 

If we are unable to successfully develop and market additional services and/or new generations of our services offerings or market our services and product offerings to a broad number of customers, we may not remain competitive.

 

Our future success and our ability to increase net revenue and earnings depend, in part, on our ability to develop and market new additional services and/or new generations of our current services offerings and market our existing services offerings to a broad number of customers. However, we may not be able to, among other things:

 

 

successfully develop or market new services or product offerings or enhance existing services offerings;

 

educate third-party sales organizations adequately for them to promote and sell our services offerings;

 

develop, market and distribute existing and future services offerings in a cost-effective manner; or

 

operate the facilities needed to provide our services offerings.

 

 
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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.

 

 

(1)

The value-added resellers and other vendors of hardware and software for on-site installation do not typically have an offering similar to our cloud-based services. However, they are the primary historic service suppliers to our targeted customers and will actively work to defend their customer base.

 

 

(2)

There are a number of providers offering services, but they typically offer only one or two applications of their choosing instead of our offering which bundles customer’s chosen services.

 

 

(3)

There are a few providers that offer more than two applications from the cloud. However currently, these providers typically offer only those applications they have chosen.

 

Our industry is characterized by rapid change resulting from technological advances and new services offerings. Certain competitors have substantially greater capital resources, larger customer bases, larger sales forces, greater marketing and management resources, larger research and development staffs and larger facilities than our and have more established reputations with our target customers, as well as distribution channels that are entrenched and may be more effective than ours. Competitors may develop and offer technologies and products that are more effective, have better features, are easier to use, are less expensive and/or are more readily accepted by the marketplace than our offerings. Their products could make our technology and service offerings obsolete or noncompetitive. Competitors may also be able to achieve more efficient operations and distribution than ours may be able to and may offer lower prices than we could offer profitably. We may decide to alter or discontinue aspects of our business and may adopt different strategies due to business or competitive factors or factors currently unforeseen, such as the introduction by competitors of new products or services technologies that would make part or all of our service offerings obsolete or uncompetitive.

 

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.

 

 
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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:

 

 

·

distraction of our management team in identifying potential acquisition targets, conducting due diligence and negotiating acquisition agreements;

 

·

difficulties in integrating the operations, personnel, products, technologies and systems of acquired businesses;

 

 
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·

difficulties in enhancing our customer support resources to adequately service our existing customers and the customers of acquired businesses;

 

·

the potential loss of key employees or customers of the acquired businesses;

 

·

unanticipated liabilities or contingencies of acquired businesses;

 

·

unbudgeted costs which we may incur in connection with pursuing potential acquisitions which are not consummated;

 

·

failure to achieve projected cost savings or cash flow from acquired businesses, which are based on projections that are inherently uncertain;

 

·

fluctuations in our operating results caused by incurring considerable expenses to acquire and integrate businesses before receiving the anticipated revenues expected to result from the acquisitions; and

 

·

difficulties in obtaining regulatory approvals required to consummate acquisitions.

 

We also participate in competitive bidding processes, some of which may involve significant cable systems. If we are the winning bidder in any such process involving significant cable systems or we otherwise engage in acquisitions or other strategic transactions in the future, we may incur additional debt, contingent liabilities and amortization expenses, which could materially adversely affect our business, financial condition and results of operations. We could also issue substantial additional equity which could dilute existing stockholders.

 

If our acquisitions 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.

 

 
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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.

 

 
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Our revenues and growth may be constrained due to demand exceeding capacity of our systems or our inability to develop solutions.

 

We anticipate generating revenues in the future from broadband connectivity, other Internet services, and broadband and in the cloud services. Demand and market acceptance for these recently introduced services and products delivered over the Internet is uncertain. Critical issues concerning the use of the Internet, such as ease of access, security, reliability, cost and quality of service, exist and may affect the growth of Internet use or the attractiveness of conducting commerce online. In addition, the Internet and online services may not be accepted as viable for a number of reasons, including potentially inadequate development of the necessary network infrastructure or delayed development of enabling technologies and performance improvements. To the extent that the Internet and online services continue to experience significant growth, there can be no assurance that the infrastructure of the Internet and online services will prove adequate to support increased user demands. In addition, the Internet or online services could lose their viability due to delays in the development or adoption of new standards and protocols required to handle increased levels of Internet or online service activity. Changes in, or insufficient availability of, telecommunications services to support the Internet or online services also could result in slower response times and adversely affect usage of the Internet and online services generally and us in particular. If use of the Internet and online services does not continue to grow or grows more slowly than expected, if the infrastructure for the Internet and online services does not effectively support growth that may occur, or if the Internet and online services do not become a viable commercial marketplace, our business could be adversely affected.

 

Certain aspects of our VoIP telephony services differ from traditional telephone service. The factors that may have this effect include:

 

our subscribers may experience lower call quality than they experience with traditional wireline telephone companies, including static, echoes and transmission delays;

our subscribers may experience higher dropped-call rates than they experience with traditional wireline telephone companies; and

a power loss or Internet access interruption causes our service to be interrupted.

 

Additionally, our VoIP emergency calling service is significantly more limited than the emergency calling services offered by traditional telephone companies. Our VoIP emergency calling service can only transmit to a dispatcher at a public safety answering point, or PSAP, the location information that the subscriber has registered with us, which may at times be different from the actual location at the time of the call. As a result, our emergency calling systems may not assure that the appropriate PSAP is reached and may cause significant delays, or even failures, in callers’ receipt of emergency assistance. Our failure to develop or operate an adequate emergency calling service could subject us to substantial liabilities and may result in delays in subscriber adoption of our VoIP telephony services or all of our services, abandonment of our services by subscribers, and litigation costs, damage awards and negative publicity, any of which could harm our business, prospects, financial condition or results of operations.

 

If our subscribers do not accept the differences between our VoIP telephony services and traditional telephone service, they may not adopt or keep our VoIP telephony services or our other services or may choose to retain or return to service provided by traditional telephone companies. Because VoIP telephony services represent an important aspect of our business strategy, failure to achieve subscribers’ acceptance of our VoIP telephony services may adversely affect our prospects, results of operations and the trading price of our shares.

 

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.

 

 
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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.

 

 
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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.

 

 
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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. 

 

 
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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.

 

 
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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.

 

 
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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.

 

 
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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.

 

 
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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.

 

 
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Table of Contents

 

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.

 

 
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Table of Contents

 

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.

 

 
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Table of Contents

 

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.

 

 
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Table of Contents

 

(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 %

 

 
28

Table of Contents

 

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 %

 

 
29

Table of Contents

 

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 %

 

 
30

Table of Contents

 

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.

 

 
31

Table of Contents

 

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.

 

 
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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.

 

 
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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.

 

 
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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.

 

 
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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”).

 

 
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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.

 

 
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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. 

 

 
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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.)

 

 
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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.

 

 
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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.

 

 
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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

 

 

 
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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.

 

 
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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:

 

 
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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.

 

 
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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 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.

 

Copperhead Digital Holdings, LLC/TruCom, LLC– CLEC–Phoenix, Arizona

 

Our TruCom division, a subsidiary of Copperhead Digital Holdings, LLC, is a Facilities Based Competitive Local Exchange Carrier (CLEC) headquartered in Phoenix, AZ. Founded in 2006 (as Copperhead Digital Carrier) for the purpose of operating a state-of-the-art Fiber Optic Network constructed by and acquired from Adelphia Communications, TruCom now operates its own carrier class Fiber Optic Network, state-of-the-art Wireless Point-to-Point network, and Patent Pending proprietary “Bulletproof” technology seamlessly integrating the two.

 

 
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TruCom offers Phone, Internet, Fiber Optic, Wireless, Hosted PBX, Wi-Fi, Wi-Max, Engineering, Cabling, Wiring and Cloud services. TruCom offers hosted firewall and managed MPLS service technologies (SuperCore MPLS™). The company currently operates an 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.

 

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.

 

Media Content

 

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 “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 delivered that content over our proprietary Mobile TV Platform on our proprietary TruCom Telecommunication Network infrastructure domestically and internationally.

 

CUBS (Cloud Unified Business Services)

 

We are a CUBS provider (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.

 

RECENT DEVELOPMENTS

 

Financing Arrangements

 

Effective January 31, 2022, the Company consummated a Securities Purchase Agreement dated January 31, 2022, with Talos Victory Fund, LLC (Talos Victory) and Blue Lake Partners, LLC (“Blue Lake”) (all together referred to as “January 2022 Investors”) for the purchase of $543,500 convertible promissory notes (“Convertible Promissory Notes”).  These Convertible Promissory Notes are due twelve months from the issue date, have an original issue discount of 8% and interest rate at 10% per annum (default, as defined, at 16%). There is an optional conversion in the event a Nasdaq Listing prior to nine months from funding for which the Investors principal and interest balances will be converted at a price equal to 25% discount to the opening price on the first day the Company trades on Nasdaq. There is also a voluntary conversion of all principal and accrued interest at the discretion of the Investor at $0.0075. The Investors were given registration rights. The Convertible Promissory Notes may be prepaid in whole or in part of the outstanding balances at 100 % prior to maturity, unless the January 2022 Investors chose to convert their balances into common stock which they have three days to do so. 146,744,998 common shares of the Company have been reserved with the transfer agent for possible conversion. Warrants, expiring five years from issuance, were issued to exercise up to 18,116,666 warrants to purchase 18,226,666 common shares at $0.015, provided, however, that if the Company consummates an Uplist Offering on or before July 6, 2022 then the exercise price is 110% of the offering price at which the Uplist Offering is made.  The use of proceeds will be for working capital and to pay off existing debt.

 

 
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On April 1, 2022, the Company entered into a Future Receivable Sale and Purchase Agreement (“Mr. Advance Agreement”) with Mr. Advance LLC (“MR.A”). The balance to be purchased and sold is $411,000 for which the Company received $270,715, net of fees. Under the Mr. Advance Agreement, the Company is to pay $8,935 per week for 46 weeks at an effective interest rate of approximately 36% annually.

 

On April 1, 2022, the Company entered into a Future Receipts Sale and Purchase Agreement (“CLOUDFUND Agreement”) with CLOUDFUND LLC (“CLOUDFUND”). The balance to be purchased and sold is $411,000 for which the Company received $272,954, net of fees. Under the CLOUDFUND Agreement, the Company is to pay $8,935 per week for 46 weeks at an effective interest rate of approximately 36% annually.

 

Amendments to Articles of Incorporation or Bylaws

 

On January 2, 2022, the Board of Directors of the Company also  in accordance with the provisions of the Certificate of Incorporation, as amended, and by-laws of the Company amended the Certificate of Incorporation to increase the authorized number of common shares by Two Hundred Fifty Million (250,000,000) which increase will then make the total authorized common shares to be One Billion Five Hundred Million (1,500,000,000) with all common shares having the then existing rights powers and privileges as per the existing amended Certificate of Incorporate and Bylaws of the Company. 

 

On February 11, 2022, the Board of Directors of the Company in accordance with the provisions of the Certificate of Incorporation, as amended, and by-laws of the Company amended the Certificate of Incorporation to increase the authorized number of common shares by one billion (1,000,000,000) which increase will then make the total authorized common shares to be two billion five hundred million (2,500,000,000) with all common shares having the then existing rights powers and privileges as per the existing amended Certificate of Incorporate and Bylaws of the Company.