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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q/A

Amendment No. 1

(Mark One)

☒	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024

☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from __________ to ___________

Commission file number: 333-222094

TPT Global Tech, Inc.

(Exact name of registrant as specified in its charter)

Florida		81-3903357
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

501 West Broadway, Suite 800 San Diego, CA		92101
(Address of principal executive offices)		(Zip Code)

(619) 301-4200

(Registrant’s telephone number, including area code)

______________________________________

(Former Address and phone of principal executive offices)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
---		---		---

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 for Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated file, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “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 to Section 13(a) of the Securities Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of September 18, 2024, there were 6,401,839,165 shares of the registrant’s common stock, $0.001 par value, issued and outstanding.

Explanatory Note

Restatement of Condensed Consolidated Financial Statements

The Company is filing this Amendment No. 1 on Form 10-Q/A (the “Amendment”) to restate the following items of its Quarterly Report on Form 10-Q for the three and six months ended June 30, 2024, which was originally filed with the Securities and Exchange Commission on September 25, 2024:

●

Item 1 of Part I “Financial Information”

●

Item 2 of Part I “Financial Information”

The Company has also updated the signature page, the certifications of its Chief Executive Officer and Chief Financial Officer in Exhibits 31.1, 31.2, 32.1, and 32.2, and its financial statements formatted in Extensible Business Reporting Language (XBRL). No other sections were affected, but for the convenience of the reader, the report on Form 10-Q/A restates in its entirety, as amended, the Company’s Form 10-Q.

The Company has restated its consolidated financial statements as of and for the three and six months ended June 30, 2024, to correct an error related to an Agreement to Convert Debt to Preferred Stock related to Michael Murphy agreed to in July 2023. This Agreement to Convert Debt to Preferred Stock created an extinguishment of the underlying debt that, given the modified terms included a conversion feature which created a derivative liability valued by a third party in the amount of $821,555 at inception and $810,940 at June 30, 2024. This derivative liability has now been accounted for in prior periods and run forward through this Form 10Q/A from the effect of changes in the valuation of the derivative liability from period to period and to add the derivative liability to the balance sheet as of June 30, 2024.

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		Page
	PART 1 – FINANCIAL INFORMATION

Item 1.	Financial Statements	4

	Condensed Consolidated Balance Sheets - June 30, 2024 (Unaudited and Restated) and December 31, 2023 (Audited)	4

	Condensed Consolidated Statements of Operations – Three and six months ended June 30, 2024 and 2023 (Unaudited and Restated)	6

	Condensed Consolidated Statements of Stockholders’ Deficit – Three and six months ended June 30, 2024 and 2023 (Unaudited and Restated)	7

	Condensed Consolidated Statements of Cash Flows – Six months ended June 30, 2024 and 2023 (Unaudited and Restated)	8

	Notes to the Condensed Consolidated Financial Statements (Unaudited and Restated)	10

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	38

Item 3.	Quantitative and Qualitative Disclosures About Market Risk – Not Applicable	39

Item 4.	Controls and Procedures	39

	PART II- OTHER INFORMATION

Item 1.	Legal Proceedings	40

Item 1A.	Risk Factors – Not Applicable	41

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	41

Item 3.	Defaults Upon Senior Securities	43

Item 4.	Mine Safety Disclosure – Not Applicable	44

Item 5.	Other Information – Not Applicable	44

Item 6.	Exhibits	44

	Signatures	45

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PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

TPT Global Tech, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

ASSETS

	June 30,		December 31,
	2024		2023
	(Unaudited)
	(As Restated)

CURRENT ASSETS
Cash and cash equivalents	$	752	$	17,454
Accounts receivable, net		37,046		27,753
Prepaid expenses and other current assets		13,960		15,134
Total current assets		51,758		60,341
NON-CURRENT ASSETS
Property and equipment, net		-		-
Deposits and other assets		37,120		44,288
Total non-current assets		37,120		44,288

TOTAL ASSETS	$	88,878	$	104,629

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
Accounts payable and accrued expenses	$	13,767,135	$	12,918,572
Deferred revenue		52,925		58,564
Customer liability		338,725		338,725
Loans, advances and factoring agreements		660,158		642,158
Convertible notes payable, net of discounts		3,353,905		3,368,260
Notes payable - related parties		5,397,774		5,326,049
Convertible notes payable – related parties		553,100		553,100
Derivative liabilities		6,628,059		10,590,354
Current portion of operating lease liabilities		7,366,573		7,781,351
Financing lease liabilities – related party		752,883		738,847
Total current liabilities		38,871,237		42,315,980

NON-CURRENT LIABILITIES
Operating lease liabilities, net of current portion		489,481		680,187
Total non-current liabilities		489,481		680,187
Total liabilities		39,360,718		42,996,167

Commitments and contingencies		-		-

See accompanying notes to condensed consolidated financial statements.

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TPT Global Tech, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS - CONTINUED

	June 30,			December 31,
	2024			2023
	(Unaudited)
	(As Restated)
MEZZANINE EQUITY

Convertible Preferred Series A, 1,000,000 designated - 1,000,000 shares issued and outstanding as of June 30, 2024 and December 31, 2023		42,983,742			42,983,742
Convertible Preferred Series B – 3,000,000 shares designated, 2,588,693 shares issued and outstanding as of June 30, 2024 and December 31, 2023		1,677,473			1,677,473
Convertible Preferred Series C – 3,000,000 shares designated, zero shares issued and outstanding as of June 30, 2024 and December 31, 2023		-			-
Convertible Preferred Series D, 10,000,000 designated – 25,649 and 46,649 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively		139,592			244,592
Convertible Preferred Series E, 10,000,000 designated – 2,149,449 and 2,043,507 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively		13,742,300			13,344,101
Convertible Preferred Series F, 3,000,000 designated – 75,000 and 0 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively		378,000			-
Convertible Preferred Series G, 8,000,000 designated – 0 shares issued and outstanding as of June 30, 2024 and December 31, 2023		-			-
Total mezzanine equity		58,921,107			58,249,908

Stockholders' DEFICIT
Common stock, $.001 par value, 15,000,000,000 shares authorized, 6,336,839,165 and 2,456,634,910 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively		6,336,839			2,456,635
Subscriptions receivable		(3,265	)		(3,265	)
Additional paid-in capital		12,120,548			14,706,236
Accumulated deficit		(116,044,394	)		(117,600,302	)
Total TPT Global Tech, Inc. stockholders' deficit		(97,590,272	)		(100,440,696	)
Non-controlling interests		(602,675	)		(700,750	)
Total stockholders’ deficit		(98,192,947	)		(101,141,446	)

Total liabilities and stockholders' DEFICIT	$	88,878		$	104,629

See accompanying notes to condensed consolidated financial statements.

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TPT Global Tech, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For the three months ended June 30,						For the six months ended June 30,
	2024			2023			2024			2023
	(As Restated)						(As Restated)
Revenues:
Services	$	447,304		$	983,110		$	845,402		$	2,084,616
Total Revenues		447,304			983,110			845,402			2,084,616

COST OF SALES:
Services		454,068			212,486			984,722			1,043,831
Total Costs of Sales		454,068			212,486			984,722			1,043,831
Gross profit (loss)		(6,764	)		770,624			(139,320	)		1,040,785
EXPENSES:
Professional		622,493			109,776			1,112,403			1,043,663
Payroll and related		398,189			501,857			804,341			1,023,257
General and administrative		214,023			400,475			414,458			830,213
Depreciation		-			-			-			2,454
Total expenses		1,234,705			1,012,108			2,331,202			2,899,587
Loss from operations		(1,241,469	)		(241,484	)		(2,470,522	)		(1,858,802	)

OTHER INCOME (EXPENSE)
Derivative gain (expense)		1,830,554			(550,298	)		(181,032	)		(647,883	)
Gain on troubled debt restructuring		4,681,075			-			4,681,075			-
Gain on extinguishment of debt		475,485			-			843,401			332,530
Interest expense		(1,033,724	)		(542,345	)		(1,395,493	)		(927,677	)
Other income		176,554			1,395			176,554			373,968
Total other income (expenses)		6,129,944			(1,091,248	)		4,124,505			(869,062	)

Net income (loss) before income taxes		4,888,475			(1,332,732	)		1,653,983			(2,727,864	)
Income taxes		-			-			-			-

Net income (loss) from continuing operations		4,888,475			(1,332,732	)		1,653,983			(2,727,864	)
Net loss from discontinued operations		-			(30,617	)		-			(108,196	)
Net income (loss) before non-controlling interests		4,888,475			(1,363,349	)		1,653,983			(2,836,060	)
Net (loss) income from non-controlling interests		41,977			35,405			98,075			(47,005	)

Net income (loss) attributable to TPT Global Tech, Inc. shareholders	$	4,846,498		$	(1,398,754	)	$	1,555,908		$	(2,789,055	)
Income (loss) per common share - Basic:
Continuing operations	$	0.00		$	(0.00	)	$	0.00		$	(0.00	)
Discontinued operations		-			(0.00	)		-			(0.00	)
		0.00			(0.00	)		0.00			(0.00	)
Income (loss) per common share - Diluted:
Consulting operations	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Discontinued operations		-			(0.00	)		-			(0.00	)
		(0.00	)		(0.00	)		(0.00	)		(0.00	)
Weighted average number of common shares outstanding:
Basic		3,201,818,575			1,723,749,021			2,976,711,341			1,615,825,684
Diluted		23,634,457,714			1,723,749,021			22,140,894,371			1,615,825,684

See accompanying notes to condensed consolidated financial statements.

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TPT Global Tech, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

For the three and six months ended June 30, 2024 and 2023

(Unaudited)

(As Restated)

	Common Stock
	Shares		Amount		Subscriptions Receivable			Additional Paid-in Capital			Accumulated Deficit			Non-Controlling Interest			Total Stockholders’ Deficit
Balance as of March 31, 2024		2,866,684,955	$	2,866,685	$	(3,265	)	$	14,454,989		$	(120,890,892	)	$	(644,652	)	$	(104,217,135	)
Issuance of shares for conversion of preferred stock		2,642,079,238		2,642,079		-			(1,849,455	)		-			-			792,624
Issuance of shares for exchange for debt		828,074,972		828,075		-			(484,986	)		-			-			343,089
Net income		-		-		-			-			4,846,498			41,977			4,888,475
Balance as of June 30, 2024		6,336,839,165	$	6,336,839	$	(3,265	)	$	12,120,548		$	(116,044,394	)	$	(602,675	)	$	(98,192,947	)

	Common Stock
	Shares		Amount		Subscriptions Receivable			Additional Paid-in Capital			Accumulated Deficit			Non-Controlling Interest			Total Stockholders’ Deficit
Balance as of December 31, 2023		2,456,634,910	$	2,456,635	$	(3,265	)	$	14,706,236		$	(117,600,302	)	$	(700,750	)	$	(101,141,446	)
Issuance of shares for conversion of preferred stock		2,642,079,238		2,642,079		-			(1,849,455	)		-			-			792,624
Issuance of shares for exchange for debt		1,238,125,017		1,238,125		-			(736,233	)		-			-			501,892
Net income		-		-		-			-			1,555,908			98,075			1,653,983
Balance as of June 30, 2024		6,336,839,165	$	6,336,839	$	(3,265	)	$	12,120,548		$	(116,044,394	)	$	(602,675	)	$	(98,192,947	)

	Common Stock
	Shares		Amount		Subscriptions Payable		Additional Paid-in Capital		Accumulated Deficit			Non-Controlling Interest			Total Stockholders’ Deficit
Balance as of March 31, 2023		1,723,749,021	$	1,723,749	$	32,235	$	14,907,994	$	(107,809,023	)	$	(797,313	)	$	(91,942,358	)
Subscription payable for services		-		-		5,325		-		-			-			5,325
Net loss		-		-		-		-		(1,398,754	)		35,405			(1,363,349	)
Balance as of June 30, 2023		1,723,749,021	$	1,723,749	$	37,560	$	14,907,994	$	(109,207,777	)	$	(761,908	)	$	(93,300,382	)

	Common Stock
	Shares		Amount		Subscriptions Payable		Additional Paid-in Capital		Accumulated Deficit			Non-Controlling Interest			Total Stockholders’ Deficit
Balance as of December 31, 2022		1,256,900,534	$	1,256,901	$	26,910	$	13,966,895	$	(106,418,722	)	$	(47,269	)	$	(91,215,285	)
Subscription payable for services		-		-		10,650		-		-			-			10,650
Issuance of shares for exchange for debt		466,848,487		466,848		-		337,240		-			-			804,088
Acquisition of Asberry 22 Holdings, Inc.		-		-		-		603,859		-			(667,634	)		(63,775	)
Net loss		-		-		-		-		(2,789,055	)		(47,005	)		(2,836,060	)
Balance as of June 30, 2023		1,723,749,021	$	1,723,749	$	37,560	$	14,907,994	$	(109,207,777	)	$	(761,908	)	$	(93,300,382	)

See accompanying notes to condensed consolidated financial statements.

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TPT Global Tech, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the six months ended June 30,
	2024			2023
	(As Restated)
Cash flows from operating activities:
Net income (loss)	$	1,653,983		$	(2,836,060	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Net loss from discontinued operations		-			108,196
Depreciation		-			2,455
Amortization of debt discounts		393,103			512,093
Convertible Note payable issued for Asberry Series A Stock		-			508,553
Derivative expense		181,032			647,883
Issuance of Series F preferred shares for consulting		378,000			-
Gain on troubled debt restructuring		(4,681,075	)		-
Gain on extinguishment of debt		(843,401	)		(332,530	)
Share-based compensation: Common stock		-			10,650
Changes in operating assets and liabilities:
Accounts receivable		(9,293	)		(82,305	)
Accounts receivable – related party		-			263,449
Prepaid expenses and other assets		1,174			(11,920	)
Deposits and other assets		7,168			22,063
Accounts payable and accrued expenses		2,492,727			357,012
Net change in operating lease right of use assets and liabilities		137,244			436,260
Other		(5,639	)		(75,556	)
Net cash used in operating activities from continuing operations		(293,507	)		(469,757	)
Net cash used in discontinued operations		-			13,251
Net cash used in operating activities		(293,507	)		(483,008	)
Cash flows from investing activities:
Net cash used in investing activities		-			-
Cash flows from financing activities:
Proceeds from convertible notes, loans and advances		218,000			362,344
Proceeds from notes payable – related parties		73,725			40,852
Payment on convertible loans, advances and factoring agreements		(11,450	)		-
Payments on convertible notes and amounts payable – related parties		(2,000	)		-
Net cash provided by financing activities		278,275			403,196
Net change in cash		(16,702	)		(44,825	)
Cash and cash equivalents - beginning of period		17,454			59,630
Cash and cash equivalents - end of period	$	752		$	14,805

See accompanying notes to condensed consolidated financial statements.

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TPT Global Tech, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

(Unaudited)

Supplemental Cash Flow Information:

Cash paid for:

	2024		2023
Interest	$	5,954	$	49,762
Taxes	$	-	$	-

Non-Cash Investing and Financing Activities:

	2024		2023
Non cash additions of debt discounts	$	209,996	$	489,089
Common Stock issued for conversion of notes payable	$	501,892	$	804,088
Common Stock issued for conversion of preferred stock		792,624		-
Acquisition of net liabilities of Asberry 22 Holdings, Inc.	$	-	$	63,775

See accompanying notes to condensed consolidated financial statements.

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TPT Global Tech, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2024

NOTE 1 - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

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	%
Copperhead Digital Holdings, Inc.	Copperhead Digital or CDH	2015		100	%
TruCom, LLC	TruCom	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	%
TPT Strategic, Inc.	TPT Strategic	2020		0	%
QuikLab 1 LLC	Quiklab 1	2020		80	%
QuikLAB 2, LLC	QuikLAB 2	2020		80	%
QuikLAB 3, LLC	QuikLAB 3	2020		80	%
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	%
Asberry 22 Holdings, Inc.	Asberry or ASHI	2023		86	%

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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Significant Accounting Policies

Please refer to Note 1 of the Notes to the Consolidated Financial Statements in the Company's most recent Form 10-K for all significant accounting policies of the Company, with the exception of those discussed below.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared according to the instructions to Form 10-Q and Section 210.8-03(b) of Regulation S-X of the Securities and Exchange Commission (“SEC”) and, therefore, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been omitted.

In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six months ended June 30, 2024, are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.

These condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements for the year ended December 31, 2023. The condensed consolidated balance sheet as of June 30, 2024, has been derived from the consolidated financial statements at that date, but does not include all of the information and footnotes required by GAAP.

Our condensed consolidated financial statements include the accounts of those entities outlined in Nature of Operations giving consideration to the non-controlling interests where appropriate. All intercompany accounts and transactions have been eliminated in consolidation.

Reclassifications of Prior Year Amounts

Certain amounts presented in previously issued financial statements have been reclassified in these financial statements. As of December 31, 2023, accounts payable of $615,692 was previously classified as current portion of operating lease liabilities versus accounts payable and accrued expenses.

Revenue Recognition

We use the following criteria described below in more detail for each business unit:

Identify the contract with the customer.

Identify the performance obligations in the contract.

Determine the transaction price.

Allocate the transaction price to performance obligations in the contract.

Recognize revenue when or as we satisfy a performance obligation.

Reserves are recorded as a reduction in net sales and are not considered material to our consolidated statements of operations for the three and six months ended June 30, 2024 and 2023. In addition, we invoice our customers for taxes assessed by governmental authorities such as sales tax and value added taxes, where applicable. We present these taxes on a net basis.

The Company’s revenue generation for the three and six months ended June 30, 2024 and 2023 came from the following sources disaggregated by services and products, which sources are explained in detail below.

	For the three months ended June 30, 2024		For the three months ended June 30, 2023		For the six months ended June 30, 2024		For the six months ended June 30, 2023
TPT SpeedConnect	$	218,378	$	927,812	$	520,755	$	1,916,613
Blue Collar		226,589		54,388		321,316		164,529
TPT MedTech		—		—		—		—
Other		2,337		910		3,331		3,474
Total Services Revenues	$	447,304	$	983,110	$	845,402	$	2,084,616

__________

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TPT SpeedConnect: ISP and Telecom Revenue

TPT SpeedConnect is a rural Internet provider operating in 5 Midwestern States under the trade name SpeedConnect. TPT SC’s primary business model is subscription based, pre-paid monthly reoccurring revenues, from wireless delivered, high-speed internet connections. In addition, the company resells third-party satellite and DSL internet and IP telephony services. Revenue generated from sales of telecommunications services is recognized as the transaction with the customer is considered closed and the customer receives and accepts the services that were the result of the transaction. There are no financing terms or variable transaction prices. Due date is detailed on monthly invoices distributed to customer. Services billed monthly in advance are deferred to the proper period as needed. Deferred revenue are contract liabilities for cash received before performance obligations for monthly services are satisfied. Deferred revenue for TPT SpeedConnect as of June 30, 2024 and December 31, 2023 are $52,925 and $58,564, respectively. Certain of our products require specialized installation and equipment. For telecom products that include installation, if the installation meets the criteria to be considered a separate element, product revenue is recognized upon delivery, and installation revenue is recognized when the installation is complete. The Installation Technician collects the signed quote containing terms and conditions when installing the site equipment at customer premises.

Revenue for installation services and equipment is billed separately from recurring ISP and telecom services and is recognized when equipment is delivered and installation is completed. Revenue from ISP and telecom services is recognized monthly over the contractual period, or as services are rendered and accepted by the customer.

Revenue is recognized when transactions occur. Since installation fees are generally small relative to the size of the overall contract and because most contracts are for two years or less, the impact of not recognizing installation fees over the contract is immaterial.

Blue Collar: Media Production Services

Blue Collar 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. Blue Collar designs branding and marketing campaigns and has had agreements 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. With regard to revenue recognition, Blue Collar receives an agreement from each client to perform defined work. Some agreements are written, some are verbal. Work may include creation of marketing materials and/or content creation. Some work may be short term and take weeks to create and some work may be longer and take months to create. There are instances where customer agreements segregate identifiable obligations (like filming on site vs. film editing and final production) with separate transaction pricing. The performance obligation is generally satisfied upon delivery of such film or production products, at which time revenue is recognized. There are no financing terms or variable transaction prices.

TPT MedTech: Medical Testing Revenue

TPT MedTech operates in the Point of Care Testing (“POCT”) market by primarily offering mobile medical testing facilities and software equipped for mobile devices to monitor and manage personalized healthcare. Services used from our mobile medical testing facilities are billing through credit cards at the time of service. Revenue is generated from our software platform as users sign up for our mobile healthcare monitor and management application and tests are performed. If medical testing is in one our own owned facility, the usage of the software application is included in the testing fees. If the testing is in a non-owned outside contracted facility, fees are generated from the usage of the software application on a per test basis and billed monthly.

TPT MedTech also offers various products. One is to build and sell its mobile testing facilities called QuikLABs designed for mobile testing. This is used by TPT MedTech for its own testing services. Another is to build customized mobile gyms for exercising. This is sold to third parties. Another is medical equipment, one of which is a sanitizing unit called SANIQuik which is used as a safe and flexible way to sanitize providing an additional routine to hand washing and facial coverings. The SANIQuik has not yet been approved for sale in the United States but has in some parts of the European community. Revenues from these products are recognized when a product is delivered, the sales transaction considered closed and accepted by a customer. When deposits are received for which a product has not been delivered, it is recognized as deferred revenue. Deferred revenue as of June 30, 2024 and December 31, 2023 was $0 and $0, respectively. There are no financing terms or variable transaction prices for either of these products. There was no revenue for TPT MedTech for 2024 or 2023 and it would take an infusion of capital to restart this revenue stream.

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SDM: Ecommerce, Email Marketing and Web Design Services

SDM generates revenue by providing ecommerce, email marketing and web design solutions to small and large commercial businesses, complete with monthly software support, updates and maintenance. Services are billed monthly. There are no financing terms or variable transaction prices. Platform infrastructure support is a prepaid service billed in monthly recurring increments. The services are billed a month in advance and due prior to services being rendered. The revenue is deferred when invoiced and booked in the month the service is provided. There is no deferred revenue as of June 30, 2024 and December 31, 2023. Software support services (including software upgrades) are billed in real time, on the first of the month. Web design service revenues are recognized upon completion of specific projects. Revenue is booked in the month the services are rendered and payments are due on the final day of the month. There are usually no contract revenues that are deferred until services are performed. Revenue for SDM for the six months ended June 30, 2024 and 2023 was $1,929 and $3,474, respectively. It would take an infusion of capital to restart this revenue stream to something of substance.

K Telecom: Prepaid Phones and SIM Cards Revenue

K Telecom generates revenue from reselling prepaid phones, SIM cards, and rechargeable minute traffic for prepaid phones to its customers (primarily retail outlets). Product sales occur at the customer’s locations, at which time delivery occurs and cash or check payment is received. The Company recognizes the revenue when they receive payment at the time of delivery. There are no financing terms or variable transaction prices. There was no revenue for K Telecom for 2024 and 2023 and it would take an infusion of capital to restart this revenue stream.

Copperhead Digital: ISP and 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. Revenue generated from sales of telecommunications services was recognized as the transaction with the customer is considered closed and the customer received and accepted the services that were the result of the transaction. There are no financing terms or variable transaction prices. Due date was detailed on monthly invoices distributed to customer. Services billed monthly in advance were deferred to the proper period as needed. Deferred revenue was contract liabilities for cash received before performance obligations for monthly services are satisfied. Certain of its products required specialized installation and equipment. For telecom products that included installation, if the installation met the criteria to be considered a separate element, product revenue was recognized upon delivery, and installation revenue was recognized when the installation was complete. The Installation Technician collected the signed quote containing terms and conditions when installing the site equipment at customer premises.

Revenue for installation services and equipment was billed separately from recurring ISP and telecom services and was recognized when equipment was delivered, and installation was completed. Revenue from ISP and telecom services was recognized monthly over the contractual period, or as services were rendered and accepted by the customer.

Revenue is recognized when transactions occurred. Since installation fees were generally small relative to the size of the overall contract and because most contracts were for a year or less, the impact of not recognizing installation fees over the contract was immaterial. There was no revenue for Copperhead Digital for 2024 and 2023 and it would take an infusion of capital to restart this revenue stream.

Basic and Diluted Net Loss Per Share

The Company computes net income (loss) per share in accordance with ASC 260, “Earning per Share”. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholder (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method for options and warrants and using the if-converted method for preferred stock and convertible notes. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As of June 30, 2024, the Company had shares that were potentially common stock equivalents as follows:

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Convertible Promissory Notes			25,359,222,938
Series A Preferred Stock (1)			111,229,995,062
Series B Preferred Stock			2,588,693
Series D Preferred Stock (2)			483,943,396
Series E Preferred Stock (3)			40,555,641,509
Series F Preferred Stock (4)			1,415,094,340
Stock Options and Warrants			128,116,666
			179,174,602,604

____________

	(1)	Holder of the Series A Preferred Stock which is Stephen J. Thomas, is guaranteed 60% of outstanding common stock upon conversion. The Company would have to authorize additional shares for this to occur as only 15,000,000,000 shares are currently authorized.

	(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 @ 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00.

	(3)	Holders of the Series E 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 E 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 E Preferred shall be @ 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00.

	(4)	Holders of the Series F 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 F 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 F Preferred shall be @ 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00.

Calculation – Basic Earnings Per Share

	(As Restated)					(As Restated)
	Three months ended June 30, 2024		Three months ended June 30, 2023			Six months ended June 30, 2024		Six months ended June 30, 2024
Net income (loss) attributable to TPT Shareholders	$	4,846,498	$	(1,398,754	)	$	1,555,908	$	(2,789,055	)
Weighted Average number of common shares outstanding		3,201,818,575		1,723,749,021			2,976,711,341		1,615,825,684
Basic Earnings per Share		0.00		(0.00	)		0.00		(0.00	)

Calculation – Fully Diluted Earnings Per Share

	(As Restated)						(As Restated)
	Three months ended June 30, 2024			Three months ended June 30, 2023			Six months ended June 30, 2024			Six months ended June 30, 2024
Net income (loss) attributable to TPT Shareholders	$	4,846,498		$	(1,398,754	)	$	1,555,908		$	(2,789,055	)
Adjustments		(6,229,247	)		—			(3,629,506	)		—
Adjusted net income (loss) attributable to TPT shareholders		(1,382,749	)		(1,398,754	)		(2,073,598	)		(2,789,055	)
Weighted Average number of common shares outstanding		3,201,818,575			1,723,749,021			2,976,711,341			1,615,825,684
Shares computed on if converted basis		20,432,639,139			—			19,164,183,030			—
Total number of shares on fully diluted basis		23,634,457,714			1,723,749,021			22,140,894,371			1,615,825,684
Fully diluted earnings per share		(0.00	)		(0.00	)		(0.00	)		(0.00	)

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Financial Instruments and Fair Value of Financial Instruments

Our primary financial instruments at June 30, 2024 consisted of cash equivalents, accounts receivable, accounts payable and debt. We apply fair value measurement accounting to either record or disclose the value of our financial assets and liabilities in our financial statements. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. A fair value hierarchy requires an entity to maximize the use of observable inputs, where available, and minimize the use of unobservable inputs when measuring fair value.

Described below are the three levels of inputs that may be used to measure fair value:

Level 1 Quoted prices in active markets for identical assets or liabilities.

Level 2 Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

We consider our derivative financial instruments as Level 3. The balances for our derivative financial instruments as of June 30, 2024 are the following:

	Fair Value
Derivative Instrument	(As Restated)
Convertible Promissory Notes	$	6,597,502
Fair value of Warrants issued with the derivative instruments		30,557
	$	6,628,059

Recently Issued Financial Accounting Standards

Management has reviewed recently issued accounting pronouncements and have determined there are not any that would have a material impact on the condensed consolidated financial statements.

NOTE 2 – ACQUISITIONS

Asberry 22 Holdings, Inc. Agreement and Plan of Merger

An Agreement and Plan of Merger ("Agreement") was made and entered into as of March 24, 2023 by and among TPT SpeedConnect LLC, a Colorado Limited Liability Company (wholly-owned subsidiary of TPT Global Tech, Inc.) ("SPC"), and Asberry 22 Holdings, Inc., a Delaware Corporation ("ASHI"), and SPC Acquisition, Inc., a wholly-owned subsidiary of ASHI, domiciled in Colorado ("Acquisition Sub") primarily for the opportunities of capital raising. SPC then converted to a Corporate entity and Acquisition Submerged with and into SPC (the "Merger"). The separate corporate existence of Acquisition Sub ceased and SPC continues as the surviving corporation in the Merger and as wholly-owned subsidiary of ASHI. All of the properties, rights and privileges, and power of SPC, vest in the Subsidiary, and all debts, liabilities and duties of SPC are the debts, liabilities and duties of the Subsidiary. The shares of common stock of Acquisition Sub issued and outstanding immediately prior to the Effective Time is converted into and exchange for 1,000 validly issued, fully paid and non-assessable shares of the Subsidiary's common stock.

TPT Global Tech, Inc. was issued a total of 4,658,318 common shares of ASHI (the "ASHI Common Stock"), as a result of the merger, constituting 86% of the then issued and outstanding common stock. TPT Global Tech, Inc. also has purchased all of the 500,000 Series A Super Majority Voting Preferred Shares of ASHI for a convertible note payable of $500,000 due in 180 days which bears interest at 6.0% per annum and is convertible to shares of the Company’s common stock at 85% of the volume weighted average price for the preceding 5 market trading days.

ASHI shall file a Form S-1 Registration Statement with the Securities Exchange Commission within 120 days after closing, to register for resale: a) the common shares of ASHI, issued at closing, b) conversion shares for the Series A Supermajority Preferred Stock and c) those outstanding shares of the shareholders of ASHI existing as of the day prior to closing, and shall pursue such S-1 filing diligently to effectiveness.

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The Officers of ASHI shall resign effective upon the appointment of the new Officers, as designated by SPC. The Current Directors of ASHI shall remain as directors until the Series A Preferred Stock (500,000 shares) of ASHI shall have been redeemed or converted. SPC shall have designated two new directors for appointment effective at closing, and may then appoint new Officers, and the current officers shall resign at closing.

The Company evaluated this acquisition in accordance with ASC 805-10-55-4 to discern whether the assets and operations of the assets purchased met the definition of a business. The company concluded that there were not processes and sufficient inputs into outputs. Accordingly, the Company accounted for this transaction as an asset acquisition and allocated the purchase price as follows:

Consideration given at fair value:
Accounts payable	$	68,025
	$	68,025

Assets acquired at fair value:
Prepaid expenses	$	4,250
Additional paid in capital		63,775
	$	68,025

There was nothing accounted for in the Statement of Operations for 2024 or 2023. On a proforma basis any adjustments would not be significant.

TPT Strategic Merger with Information Security and Training LLC and Subsequent Settlement Agreement

Dated as of June 29, 2022, for synergies and the opportunity at other revenue streams, TPT Strategic entered into a definitive agreement for the acquisition of the assets and Information Security and Training LLC (“IST LLC” or “IST”) (www.istincs.com) a Construction and Information Technology Services company based in Huntsville Alabama with branch offices in Nashville TN, Birmingham Al, Jackson MS, Fort Campbell KY, New Orleans LA, and Joint Base Lewis-McChord. The TPT Strategic and IST, LLC agreement, which closed October 20, 2022, for the acquisition is a stock transaction where the founder and sole interest holder, Everett Lanier received 500,000 Preferred Series B shares of TPT Strategic that will convert to a 10% ownership of TPT Strategic under certain conditions. The acquisition includes the assumption of all assets and certain liabilities. Everett Lanier was to remain as the President and become a Board Member of TPT Strategic.

Originally, the Company evaluated this acquisition in accordance with ASC 805-10-55-4 to discern whether the assets and operations of the assets purchased met the definition of a business. The company concluded that there are processes and sufficient inputs into outputs. Accordingly, the Company accounted for this transaction as a business combination and allocated the purchase price as follows:

Consideration given at fair value:
Note payable, net of discount	$	374,018
Credit cards assumed		48,452
Preferred shares of TPT Strategic		3,206
	$	425,676

Assets acquired at fair value:
Working capital	$	143,122
Property and equipment		2,170
Note receivable – related party		271,179
Other assets		9,205
	$	425,676

On September 11, 2023, Everett Lanier and the Company agreed to a Settlement Agreement and Mutual Release (“Settlement Agreement”). See Note 11.

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ACQUISITIONS

Geokall UK Ltd. Acquisition and Purchase Agreement

On October 31, 2023, as amended on April 9, 2024 and September 9, 2024, the Company entered into an Acquisition and Purchase Agreement with Geokall UK Ltd. (“Geokall”), a UK Limited Company, and its owners (“Sellers”) (altogether, the “Parties”) for all of the assets, liabilities, intellectual property, and technology of Geokall in exchange for 200,000 shares of TPT restricted Series G Convertible Preferred Stock with a stated price of $5.00 USD per share with the Designation of Rights and Privileges described in Note 7 to these consolidated financial statements. In addition, TPT agrees that upon a successful fund-raising event, TPT will provide Geokall with working capital in the amount up to $500,000. This acquisition was closed subsequent to June 30, 2024, effective September 9, 2024, which conditions of closing and the closing were agreed to by all parties. See subsequent events Note 12.

Urban Icon Holdings Inc. - Proposed

On June 19, 2024, the Company and its subsidiary TPT Strategic, Inc. entered into an Acquisition and Purchase Agreement with Urban Icon Holdings LLC. (“UI”), a Wyoming Limited Company, and its interest holder (“Seller”) (altogether, the “Parties”) for the acquisition of a minority interest in UI, including all the assets, business, work in progress, bids, contracts, equipment, inventory, real estate, intellectual property, and technology of Seller. The Company shall issue to the seller 1,200,000 shares of Series G Preferred shares (“Purchased Shares”) of TPTG for 30% of UI, including all assets, licenses, business, work in progress, contracts, equipment inventory, bids and real estate, intellectual property, and technology. This issuance will be in conjunction with additional capitalization intended to be raised for TPTS. The Company will retain 9% of the Super Majority Series A Preferred shares of TPT Strategic, Inc. and the Seller will receive 51% of the Super Majority Series A Preferred of TPTS. TPT Strategic will issue 100,000,000 common shares of TPT Strategic and the Company will receive 30,000,000 of the common shares and the Seller will receive 70,000,000 of the common shares of TPT Strategic, Inc. All of these shares will be registered with the Security and Exchange to be tradeable shares in the market as soon as is practical. The Company and TPT Strategic, Inc. agreed to change the name of TPT Strategic Inc. to Urban Icon Holdings Inc. and change the trading symbol to “NURB”, Seller will have right of first refusal to purchase from the Company its position at fair market price or at a negotiated price. The closing for this transaction has still not occurred for which the parties are negotiating.

NOTE 3 – GOING CONCERN

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

We incurred $1,653,983 and ($2,836,060), respectively, in net income and net loss, and we used $294,977 and $483,008, respectively, in cash for operations for the six months ended June 30, 2024 and 2023. 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, research and development, derivative expense or gain, gain on extinguishment of debt and share-based compensation which totaled to a net $4,752,341 for 2024 and $1,349,101 for 2023.

In addition, we report increases and reductions in liabilities as uses of cash and decreases assets and increases in liabilities as sources of cash, together referred to as changes in operating assets and liabilities. For the six months ended June 30, 2024, we had a net change in our assets and liabilities of $2,623,381 primarily from an increase in accounts payable from lag of payments for accounts payable for cash flow considerations and increase in prepaid expenses. For the six months ended June 30, 2023 we had a net change to our assets and liabilities of $909,003 for similar reasons.

Cash flows from financing activities were $278,275 and $403,196 for the six months ended June 30, 2024 and 2023, respectively. These cash flows were generated primarily from proceeds from convertible notes and notes payable from related parties.

Cash flows used in investing activities were $0 and $0, respectively, for the six months ended June 30, 2024 and 2023.

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 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.

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NOTE 4 – PROPERTY AND EQUIPMENT

Property and equipment and related accumulated depreciation as of June 30, 2024 and December 31, 2023 are as follows:

	2024			2023
Property and equipment:
Office furniture and equipment	$	77,859			77,859
Total property and equipment		77,859			77,859
Accumulated depreciation		(77,859	)		(77,859	)
Property and equipment, net	$	—		$	—

Depreciation expense was $0 and $2,455 for the six months ended June 30, 2024 and 2023, respectively.

NOTE 5 – DEBT FINANCING ARRANGEMENTS

Financing arrangements as of June 30, 2024 and December 31, 2023 are as follows:

	2024			2023
Loans and advances (1)	$	123,092		$	105,092
Convertible notes payable (2)		3,353,905			3,368,260
Factoring agreements (3)		537,066			537,066
Debt – third party	$	4,014,063		$	4,010,418

Line of credit, related party secured by assets (4)	$	2,742,929		$	2,742,929
Debt– other related party, net of discounts (5)		2,015,500			2,015,500
Convertible debt – related party (6)		553,100			553,100
Shareholder debt (7)		639,345			567,620
Debt – related party	$	5,950,874		$	5,879,149

Total financing arrangements	$	9,964,937		$	9,889,567

Less current portion:
Loans, advances and factoring agreements – third party	$	(660,158	)	$	(642,158	)
Convertible notes payable third party		(3,353,905	)		(3,368,260	)
Debt – related party, net of discount		(5,397,774	)		(5,326,049	)
Convertible notes payable– related party		(553,100	)		(553,100	)
		(9,964,937	)		(9,889,567	)
Total long term debt	$	-		$	-

__________

(1) The terms of $40,000 of this balance are similar to that of the Line of Credit which bears interest at adjustable rates, 1 month LIBOR plus 2%, 7.68% as of June 30, 2024, and is secured by assets of the Company, was due August 31, 2020.

Effective September 30, 2020, we entered into a Purchase Agreement by which we agreed to purchase the 500,000 outstanding Series A Preferred shares of InnovaQor, Inc., our majority owned subsidiary, in an agreed amount of $350,000 in cash or common stock, if not paid in cash, at the five day average price preceding the date of the request for effectiveness after the filing of a registration statement on Form S-1. This was modified December 28 and 29, 2020, to provide for registration of 7,500,000 common shares for resale at the market price. Any balance due on notes will be calculated after an accounting for the net sales proceeds from sale of the stock by February 28, 2021 and may be paid in cash or stock thereafter. The Series A Preferred shares are being purchased from the Michael A. Littman, Atty. Defined Benefit Plan. The $350,000 was included as a Note Payable in prior years and bore no interest. During the year ended December 31, 2021, it was determined the there was a deficiency of approximately $185,000 from net sales proceeds which is accounted for as of June 30, 2024 in accounts payable.

The Company purchased all of the 500,000 Series A Super Majority Voting Preferred Shares of ASHI for a convertible note payable of $500,000 due in 180 days which bears interest at 6.0% per annum and is convertible to shares of the Company’s common stock at 85% of the volume weighted average price for the preceding 5 market trading days. The ASHI convertible note payable was valued at $508,553 upon acquisition.

The remaining balances generally bear interest at approximately 10%, have maturity dates that are due on demand or are past due, are unsecured and are classified as current in the balance sheets.

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(2) During 2017, the Company issued convertible promissory notes in the amount of $67,000 (comprised of $62,000 from two related parties and $5,000 from a former officer of CDH), all which were due May 1, 2020 and bear 6% annual interest (12% default interest rate). The convertible promissory notes are convertible, as amended, at $0.25 per share. These convertible promissory notes were not repaid May 1, 2020, and are delinquent. The Company is working to renegotiate these promissory notes.

On June 11, 2019, the Company consummated a Securities Purchase Agreement with EMA Financial, LLC. (“EMA”) for the purchase of a $250,000 Convertible Promissory Note (“EMA Convertible Promissory Note”). The EMA Convertible Promissory Note was due June 11, 2020, paid interest at the rate of 12% (principal amount increases 200% and interest rate increases to 24% under default) per annum and gave the holder the right from time to time to convert all of the outstanding balance into common stock of the Company limited to 4.99% of the outstanding common stock of the Company. The conversion price was 55% multiplied by the lowest traded price for the common stock during the previous 25 trading days prior to the applicable conversion date. Prior to December 31, 2020, EMA converted $35,366 of principal into 147,700,000 shares of common stock of the Company. 1,000,000 warrants were issued in conjunction with the issuance of this debt expired during the six months ended June 30,

Dated May 14, 2024, the Company and EMA entered into a Settlement Agreement and Release (“EMA Settlement”) whereby the Company agrees to pay EMA $451,765 (“Settlement Amount”), and any accrued interest thereon at 6%, from proceeds of the Company’s financing related to an intended uplist to a major stock exchange. The Company is to notify EMA of the uplist and within 10 business days allow EMA to elect for payment in cash, which is to be at 116% of amounts outstanding at that time, or the option to convert any outstanding amounts to tradeable common stock of the Company. The conversion price would be 75% of the 30-day average market closing price of the Company’s common stock for the previous thirty business days. Conversion can take place at the earlier of the uplist or January 1, 2025. A default judgement was agreed to by the Company which would allow EMA to file for default judgement under any default under the EMA Settlement for the Settlement Amount and accrued interest at 24%. As such, this has been accounted for as troubled debt restructuring. See Note 5 for troubled debt restructuring. The principal and accrued interest balances owning to EMA at June 30, 2024 is $524,048 and $22,588, respectively.

On October 6, 2021, TPT Global Tech, Inc. and FirstFire Global Opportunities Fund, LLC. entered into a convertible promissory note totaling $1,087,000 and a securities purchase agreement (“FirstFire Note”). The FirstFire Note has an original issue discount of 8% and bears interest at 10%, with a default rate of 24%, and is convertible into shares of the Company’s common stock. There is a mandatory 2024conversion in the event a Nasdaq Listing prior to nine months from funding for which the Holder’s 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 Holder at the lower of (1) 75% of the two lowest trade prices during the fifteen consecutive trading day period ending on the trading day immediately prior to the applicable conversion date or (2) discount to market based on subsequent financings with other investors. Subsequent debt issuances have lowered this price to $0.025 per share, adjusted to $.0075 subsequent to December 31, 2021. The Holder was given registration rights. The FirstFire Note may be prepaid in whole or in part of the outstanding balances at 115% prior to maturity. 225,000,000 common shares of the Company have been reserved with the transfer agent for possible conversion and exercise of warrants. Warrants to purchase 55,000,000 shares of common stock at 110% of the opening price on the first day the Company trades on the Nasdaq exchange were issued to the Holder. Through June 30, 2024, FirsFire Global Opportunities Fund exercised its right to convert $846,160 of principal into 727,000,000 shares of common shares leaving a principal and accrued interest balance at June 30, 2024 of $512,590 in principal and $752,612 in accrued interest. See below regarding derivative securities in default and Note 12 for conversions subsequent to June 30, 2024.

On October 13, 2021, TPT Global Tech, Inc. and Cavalry Investment Fund LP entered into a convertible promissory note totaling $271,250 and a securities purchase agreement (“Cavalry Investment Note”). The Cavalry Investment Note has an original issue discount of 8% and bears interest at 10%, with a default rate of 24%, and is convertible into shares of the Company’s common stock. There is a mandatory conversion in the event a Nasdaq Listing prior to nine months from funding for which the Holder’s 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 Holder at the lower of (1) 75% of the two lowest trade prices during the fifteen consecutive trading day period ending on the trading day immediately prior to the applicable conversion date or (2) discount to market based on subsequent financings with other investors. Subsequent debt issuances have lowered this price to $0.025 per share, adjusted to $.0075 subsequent to December 31, 2021. The Holder was given registration rights. The Cavalry Investment Note may be prepaid in whole or in part of the outstanding balances at 115% prior to maturity. 56,250,000 common shares of the Company have been reserved with the transfer agent for possible conversion and exercise of warrants. Warrants to purchase 13,750,000 shares of common stock at 110% of the opening price on the first day the Company trades on the Nasdaq exchange were issued to the Holder. Through June 30, 2024, Cavalry Investment Fund exercised its right to convert $67,000 of principal into 55,833,334 shares of common stock leaving a principal and accrued interest balance at June 30, 2024 of $272,688 and $170,317, respectively. See below regarding derivative securities in default.

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On October 13, 2021, TPT Global Tech, Inc. and Cavalry Fund I, LP entered into a convertible promissory note totaling $815,250 and a securities purchase agreement (“Cavalry Fund I Note”). The Cavalry Fund I Note has an original issue discount of 8% and bears interest at 10%, with a default rate of 24%, and is convertible into shares of the Company’s common stock. There is a mandatory conversion in the event a Nasdaq Listing prior to nine months from funding for which the Holder’s 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 Holder at the lower of (1) 75% of the two lowest trade prices during the fifteen consecutive trading day period ending on the trading day immediately prior to the applicable conversion date or (2) discount to market based on subsequent financings with other investors. Subsequent debt issuances have lowered this price to $0.0075 per share. The Holder was given registration rights. The Cavalry Fund I Note may be prepaid in whole or in part of the outstanding balances at 115% prior to maturity. 168,750,000 common shares of the Company have been reserved with the transfer agent for possible conversion and exercise of warrants. Warrants to purchase 41,250,000 shares of common stock at 110% of the opening price on the first day the Company trades on the Nasdaq exchange were issued to the Holder. Through June 30, 2024, Cavalry Fund I exercised its right to convert $192,230 of principal and penalties into 168,750,000 shares of common stock leaving a principal and accrued interest balance at June 30, of $826,833 and $513,639. See below regarding derivative securities in default.

On January 31, 2022, TPT Global Tech, Inc. and Blue Lake Partners, LLC entered into a convertible promissory note totaling $271,750 and a securities purchase agreement (“Blue Lake Note”). The Blue Lake Note is due twelve months from funding, has 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 Holder’s 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 Holder at $0.0075. The Holder was given registration rights. The Blue Lake Note may be prepaid in whole or in part of the outstanding balances at 100% prior to maturity unless the Holder chose to convert their balances into common stock which they have three days to do so. 73,372,499 common shares of the Company have been reserved with the transfer agent for possible conversion and exercise of warrants. Warrants, expiring five years from issuance, were issued to exercise up to 9,058,333 warrants to purchase 9,058,333 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 shall equal 110% of the offering price at which the Uplist Offering is made. The Company and the holder executed the securities purchase agreement in accordance with and in reliance upon the exemption from securities registration for offers and sales to accredited investors afforded, inter alia, by Rule 506 under Regulation D as promulgated by the SEC under the 1933 Act, and/or Section 4(a)(2) of the 1933 Act. Through June 30, 2024, Blue Lake exercised its right to convert $360,447 of principal, interest and penalties into 48,059,600 of common shares leaving a balance of $8,165 in principal and $0 of accrued interest as of June 30, 2024. See below regarding derivative securities in default.

On June 13, 2022, TPT Global Tech, Inc. and 1800 Diagonal Lending LLC entered into a $200,760 promissory note agreement (1800 Diagonal Note”). The 1800 Diagonal Note has an original issue discount of 12%, or $21,510, and bears interest at 22%, and is convertible into shares of the Company’s common stock only under default, as defined. 10 payments of $22,485 beginning on July 30, 2022 are to be made each month totaling $224,851. At any time following default, as defined, conversion rights exist at a discount rate of 25% of the lowest trading price for the Company’s common stock during the previous 10 trading days prior to conversion. 194,676,363 common shares of the Company had been reserved with the transfer agent for possible conversion under a default. Through June 30, 2024, 1800 Diagonal exercised its right to convert $236,094 of principal and interest into 190,987,049 of common shares leaving a balance of $0 in principal and accrued interest as of June 30, 2024. See below regarding derivative securities in default.

On February 8, 2023, TPT Global Tech, Inc. and 1800 Diagonal Lending LLC entered into a $81,675 promissory note agreement (1800 Diagonal Note #2”). The 1800 Diagonal Note #2 has an original issue discount of 9%, or $7,425, and bears interest at 9%, 22% upon default, and is convertible into shares of the Company’s common stock only under default, as defined. Total of $81,675 plus and accrued interest is due February 8, 2024. A penalty on the principal balance has been accrued of $40,838 because of defaults of covenants on other financing arrangements. At any time following default, as defined, conversion rights exist at a discount rate of 25% of the lowest trading price for the Company’s common stock during the previous 10 trading days prior to conversion. 150,000,000 common shares of the Company had been reserved with the transfer agent for possible conversion under a default. Through June 30, 2024, 1800 Diagonal Lending LLC has exercised its right to convert $170,291 in principal or interest into 794,105,601 common shares leaving a balance of $0 in principal and accrued interest as of June 30, 2024. See below regarding derivative securities in default.

On February 9, 2023, TPT Global Tech, Inc. and FirstFire Global Opportunities Fund, LLC (“First Fire”) entered into a $330,000 promissory note agreement (Firstfire Note #2”). The FirstFire Note #2 has an original issue discount of 9%, or $30,000, and bears interest at 10%, 20% upon default, and is convertible into shares of the Company’s common stock only under default, as defined. $33,000 of interest is considered earned at the issue date. Total of $330,000 plus accrued interest is due February 8, 2024. A penalty on the principal balance has been accrued of $165,000 because of defaults of covenants on other financing arrangements. Conversion rights exist that at any time after issuance, the FirstFire Note #2 can be exchanged for shares of common stock at $.0012 per share. 350,000,000 common shares of the Company’s common stock have been reserved with the transfer agent for possible conversion. Through June 30, 2024, First Fire has not exercised its right to convert any balances into common shares leaving a balance of $495,000 in principal and $163,350 in accrued interest as of June 30, 2024.

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Dated October 31, 2023, but consummated on November 8, 2023, TPT Global Tech, Inc. and 1800 Diagonal Lending LLC entered into a 9% Convertible Promissory Note totaling $83,750 (the “1800 Diagonal Note #3”). The 1800 Diagonal Note #3 bears interest at 9%, 22% upon default, is due August 15, 2024 and is convertible, with any outstanding accrued interest or fees, into restricted shares of Common Stock of the Company at a discount of 39% of the market. There are no warrants or options attached to this Note. The Company has initially reserved 600,000,000 shares of Common Stock for conversion pursuant to the Note. Through June 30, 2024, 1800 Diagonal has exercised its right to convert $129,280 in principal, interest and any default amounts into 688,074,972 common shares leaving a balance of $0 in principal and accrued interest as of June 30, 2024. See below regarding derivative securities in default.

Dated February 7, 2024, but consummated on February 12, 2024, TPT Global Tech, Inc. and 1800 Diagonal Lending LLC entered into a Convertible Promissory Note (“1800 Diagonal Note #4”) totaling $92,000. The 1800 Diagonal Note #4, upon the terms and subject to certain general limitations and conditions, bears an interest rate of 22% including a one-time earned interest charge of 12% or $11,040, resulted in cash received by the Company of $75,000 net of expenses and discount of $12,000. Required payments shall be 9 monthly payments of $11,449 starting March 15, 2024 with a total payback of $103,040. The Holder may convert the outstanding unpaid principal amount into restricted shares of Common Stock of the Company at a discount of 35% of the Market Price, as indicated or upon default. There are no warrants or options attached to this Note. The Company has initially reserved 750,000,000 shares of Common Stock for conversion pursuant to the 1800 Diagonal Note #4. As a condition of funding this 1800 Diagonal Note #4, the Company increased share reserves on previous 1800 Diagonal Lending Notes by 750,000,000 shares. 1800 Diagonal has not exercised its right to convert any balances into common shares leaving a balance of $120,827 in principal and $7,872 in accrued interest as of June 30, 2024.

Dated March 25, 2024, TPT Global Tech, Inc. and 1800 Diagonal Lending LLC entered into a Convertible Promissory Note (“1800 Diagonal Note #5”) totaling $66,000. The 1800 Diagonal Note #5, upon the terms and subject to certain general limitations and conditions, bears an interest rate of 22% including a one-time earned interest charge of 19% or $12,540, resulted in cash received by the Company of $50,000 net of expenses and discount of $11,000. Required payments shall be $47,124 on September 30, 2024 and $10,472 on each of October 30 2024, November 30, 2024 and December 30, 2024 with a total payback of $78,540. The Holder may convert the outstanding unpaid principal amount into restricted shares of Common Stock of the Company at a discount of 39% of the Market Price, as indicated or upon default. There are no warrants or options attached to this Note. The Company has initially reserved 1,400,000,000 shares of Common Stock for conversion pursuant to the 1800 Diagonal Note #5. 1800 Diagonal has not exercised its right to convert any balances into common shares leaving a balance of $66,000 in principal and $1,393 in accrued interest as of June 30, 2024.

On May 14, 2024, TPT Global Tech, Inc. and FirstFire Global Opportunities Fund, LLC (“First Fire”) entered into a $83,333 promissory note agreement (Firstfire Note #3”). The FirstFire Note #3 has an original issue discount of 10%, or $8,333, and bears interest at 10%, 24% upon default, and is convertible into shares of the Company’s common stock at the lower of $0.001 per share or 75% of the average of the two lowest closing trading prices during the fifteen consecutive trading days prior to the conversion. $8,333 of interest is considered earned at the issue date. Total of $83,333 plus accrued interest, or any principal or accrued interest remaining outstanding, is due nine months from the issue date. 1,250,000,000 common shares of the Company’s common stock have been reserved with the transfer agent for possible conversion. FirstFire has not exercised its right to convert any balances into common shares leaving a balance of $83,333 in principal and $347 in accrued interest as of June 30, 2024.

The Company entered into a convertible note payable March 27, 2023 with Michael Littman, Atty Defined Benefit Plan for the acquisition of 500,000 Series A Super Majority Voting Preferred Shares of ASHI due in 180 days, bearing interest at 6.0% per annum (12% default rate) and is convertible into shares of the Company’s common stock at 85% of the volume weighted average price for the preceding five market trading days. Michael Littman, Atty Defined Benefit Plan has not exercised its right to convert any balances into common shares leaving a balance of $500,000 in principal and $60,000 in accrued interest as of June 30, 2024.

The Company is in default under many of its derivative financial instruments and has accounted for these defaults under each agreements default provisions. In February 2022, the Company defaulted on its FirstFire, Cavalry Investment, and Cavalry Fund I Notes for failure to uplist within one hundred twenty (120) days from the date of the Notes. 1800 Diagonal and 1800 Diagonal #2 were in default from cross default provisions. In total, $957,729 was recorded as interest expense in prior years representing additional principal and interest because of default. Notice of default was received from EMA for not reserving enough shares for conversion and for not having filed a Form S-1 Registration Statement with the Securities and Exchange Commission. A settlement agreement was reached with EMA. It was the intent of the Company to pay back all derivative securities prior to the due dates but that has not occurred. See Note 9 Other Commitments and Contingencies.

(3) On April 1, 2022, the Company entered into a Future Receivable Sale and Purchase Agreement (“Mr. Advance Agreement”) with Mr. Advance LLC (”Mr. Advance”). 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. The Company is in default with this Agreement for non-payment and is working to restructure its terms. The balance outstanding as of June 30, 2024 is $214,484 net of discounts and payments made.

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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. The Company is in default with this Agreement for non-payment and is working to restructure its terms.

The balance outstanding as of June 30, 2024 is $244,670, net of discounts.

On April 27, 2022, the Company entered into a Future Receivables Sale and Purchase Agreement (“Fox Capital Agreement”) with Fox Capital Group, Inc. (”Fox Capital”). The balance to be purchased and sold is $138,000 for which the Company received $90,000, net of fees. Under the Fox Capital Agreement, the Company is to pay $4,313 per week for 32 weeks at an effective interest rate of approximately 36% annually. The Company is in default with this Agreement for non-payment and is working to restructure its terms.

The balance outstanding as of June 30, 2024 is $78,313, net of discounts.

(4) The Line of Credit originated with a bank and was secured by the personal assets of certain shareholders of Copperhead Digital. During 2016, the Line of Credit was assigned to the Copperhead Digital shareholders, who subsequent to the Copperhead Digital acquisition by TPTG became shareholders of TPTG, and the secured personal assets were used to pay off the bank. The Line of Credit bears a variable interest rate based on the 1 Month LIBOR plus 2.0%, 7.68% as of June 30, 2024, is payable monthly, and is secured by the assets of the Company. 1,000,000 shares of Common Stock of the Company have been reserved internally to accomplish raising the funds to pay off the Line of Credit. Since assignment of the Line of Credit to certain shareholders, which balance on the date of assignment was $2,597,790, those shareholders have loaned the Company $445,600 under the similar terms and conditions as the line of credit but most of which were also given stock options totaling $85,120 which expired as of December 31, 2019 (see Note 8) and was due, as amended, August 31, 2020. $300,461 of the principal balance was exchanged for 60,092 shares of Series E Preferred Stock in April 2022. See Agreement to Convert Debt in Note 7

During the years ended December 31, 2019 and 2018, those same shareholders and one other have loaned the Company money in the form of convertible loans of $136,400 and $537,200, respectively, described in (2) and (6).

(5) $350,000 represents cash due to the prior owners of the technology acquired in December 2016 from the owner of the Lion Phone which is due to be paid as agreed by the Company and the former owners of the Lion Phone technology and has not been determined.

$4,000,000 represents a promissory note included as part of the consideration of VuMe, formerly ViewMe Live technology acquired in 2017, later agreed to as being due and payable in full, with no interest with $2,000,000 from debt proceeds and the remainder from proceeds from a second Company public offering.

$1,000,000 represents a promissory note which was entered into on May 6, 2020 for the acquisition of Media Live One Platform from Steve and Yuanbing Caudle for the further development of software. This was expensed as research and development in the year ended December 31, 2020. This $1,000,000 promissory note is non-interest bearing, due after funding has been received by the Company from its various investors and other sources. Mr. Caudle is a principal with the Company’s VuMe technology.

Both the $4,000,000 and $1,000,000 promissory notes related to the VuMe technology and Media Live One Platform were exchanged through a Software Acquisition Agreement dated as of March 25, 2022 for shares of the Company’s Series E Preferred Stock. See Note 8. In this same agreement, the Company agreed to pay Mr. and Mrs. Caudle $1,750,000 for additional developed software that will be used with the VuMe technology which was expensed as research and development during the year ended December 31, 2022. $200,000 had been paid and was accounted for as a deposit as of December 31, 2021. Subsequently, this was used against the purchase price and the remainder was setup as a note payable as of December 31, 2022. $550,000 to be paid from first proceeds raised by the Company and $1,000,000 as agreed by the Company and Mr. and Mrs. Caudle.

$115,500 represents part of a $500,000 Note Payable related to the acquisition of 75% of Air Fitness, payable six months from the date of the note or as agreed by the Company out of future capital raising efforts. During 2022, $384,500 of the Note Payable and $49,985 of accrued interest were exchanged for 104,961 Series E Preferred Shares.

(6) During 2018, the Company issued convertible promissory notes in the amount of $537,200 to related parties and $10,000 to a non-related party which bear interest at 6% (11% default interest rate), are due 30 months from issuance and are convertible into Series C Preferred Stock at $1.00 per share. $106,000 of these notes were exchanged for 21,200 shares of Series E Preferred Stock in April 2022 and $19,400 were repaid prior to December 31, 2021. See Agreement to Convert Debt in Note 7

(7) The bank loan we previously had with Crestmark Bank, later known as Pathward Bank, was paid off by Michael Murphy in December 2023, a related party who had guaranteed the loan. The terms and conditions with Mr. Murphy have not been put in writing but the intent as communicated by Mr. Murphy is for the new terms to simulate terms and conditions as was with Crestmark Bank and have the Company pay monthly interest payments, for now. The bank loan principal was for $360,000 dated May 28, 2019 which bore interest at Prime plus 6%, 14.5% as of December 31, 2023 and, as amended, was interest only through October 1, 2023 at which time the monthly payment of principal and interest of $40,000 was required until the due date of May 1, 2024. The bank loan was collateralized by the assets of the Company and guaranteed by Mr. Murphy. This loan was considered in default when Mr. Murphy paid it off, which payoff was approximately $397,000 including accrued interest and penalties.

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The other shareholder debt represents funds given to TPTG or subsidiaries by officers and managers of the Company as working capital. There are no written terms of repayment or interest that is being accrued to these amounts and they will only be paid back, according to management, if cash flows support it. They are classified as current in the balance sheets.

TROUBLED DEBT RESTRUCTURING

Dated May 14, 2024, the Company and EMA entered into a Settlement Agreement and Release (“EMA Settlement”) whereby the Company agrees to pay EMA $451,765 (“Settlement Amount”), and any accrued interest thereon at 6%, from proceeds of the Company’s financing related to an intended uplist to a major stock exchange. The Company is to notify EMA of the uplist and within 10 business days allow EMA to elect for payment in cash, which is to be at 116% of amounts outstanding at that time, or the option to convert any outstanding amounts to tradeable common stock of the Company. The conversion price would be 75% of the 30-day average market closing price of the Company’s common stock for the previous thirty business days. Conversion can take place at the earlier of the uplist or January 1, 2025. A default judgement was agreed to by the Company which would allow EMA to file for default judgement under any default under the EMA Settlement for the Settlement Amount and accrued interest at 24%. As such, the principal and accrued interest balances owning to EMA at June 30, 2024 is $524,048 and $22,588, respectively.

We were named in a lawsuit by a collection law firm on behalf of American Tower and related entities, against TPT Global Tech, Inc. The claim derived from an outstanding debt or unpaid tower lease payments. The Company believed it has several defenses to this claim and was communicating with opposing counsel for negotiations of the claims which amounted to $2,891,886, including payment due for all future tower payments not yet incurred under various tower lease agreements. The Company had accounted for approximately $2,962,839 in payables and operating lease liabilities on its consolidated balance sheet as of March 31, 2024 for this liability. On June 11, 2024, American Tower received a summary judgment in the US District Court for the District of Colorado for these claims which amounted to $3,977,702, including $1,062,873 in accrued interest and legal fees. On June 25, 2024, the Company and American Tower entered into a Settlement Agreement to be paid of $1,000,000 for past due tower payments, $85,000 in attorney fees and $1,000,000 in costs to remove the Company’s equipment from American Tower’s towers. This later amount can be reduced as the Company itself removes the equipment. Payment is due no later than December 31, 2024. Default under the Settlement Agreement falls under a Confession of Judgement signed by the Company for $2,085,000, or lessor for any amounts previously paid.

The Company recognized a gain on troubled debt restructuring during the six months ended June 30, 2024 in relation to the EMA Settlement of $3,938,347. This is comprised of a reversal of accrued interest of $523,360 and a reduction in the derivative liability related to the EMA Debt of $3,414,987 when current terms of the EMA Settlement are compared to the original terms and balances as of the settlement date. The $3,938,347 is included in the overall gain on troubled debt restructuring for the six months ended June 30, 2024 of $4,681,075. The remaining balance of $742,728 relates to excess amounts recorded for accrued tower and other payments and the NPV of future lease liability amounts compared to terms of the American Tower Settlement Agreement. Basic EPS was effected by $0.00 as a result of these gains. See Note 8.

	Accrued Interest Before		Accrued Interest After		Derivative Balance Before		Derivative Balance After		Accrued Tower and Other Payables Before		Accrued Tower and Other Payables After		NPV of Future Lease Payments Before		NPV of Future Lease Payments After
EMA	$	523,360		—		3,594,723		179,736		—		—		—		—
American Tower		—		—		—		—		2,385,634		2,085,000		601,865		159,771

See Lease financing arrangement in Note 8.

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NOTE 6 -DERIVATIVE FINANCIAL INSTRUMENTS

The Company previously adopted the provisions of ASC subtopic 825-10, Financial Instruments (“ASC 825-10”). ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

The derivative liability as of June 30, 2024, in the amount of $6,628,059 has a level 3 classification under ASC 825-10.

The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities as of June 30, 2024.

	DERIVATIVE LIABILITIES
	(As Restated)
Balance, December 31, 2022	$	4,822,398
Change in derivative liabilities from new notes payable		561,164
Change in derivative liabilities from extinguishment of debt		(170,371	)
Change in fair value of derivative liabilities at end of period – derivative expense		5,377,163
Balance, December 31, 2023	$	10,590,354
Change in derivative liabilities from new notes payable		209,996
Change in derivative liabilities from conversion of notes payable and other		(938,336	)
Change in derivative liabilities from trouble debt restructuring		(3,414,987	)
Change in fair value of derivative liabilities at end of period – derivative expense		181,032
Balance, June 30, 2024	$	6,628,059

Convertible notes payable and warrant derivatives – The Company issued convertible promissory notes which are convertible into common stock, at holders’ option, at a discount to the market price of the Company’s common stock. The Company has identified the embedded derivatives related to these notes relating to certain anti-dilutive (reset) provisions. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of debenture and to fair value as of each subsequent reporting date.

As of June 30, 2024, the Company marked to market the fair value of the debt derivatives and determined a fair value of $6,628,059 ($6,597,502 from the convertible notes and $30,557 from warrants) in Note 5 (2) above. The Company recorded an expense from change in fair value of debt derivatives of $181,132 for the six months ended June 30, 2024. The fair value of the embedded derivatives was determined using Monte Carlo simulation method based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 292.10% to 489.30%, (3) weighted average risk-free interest rate of 4.62% to 5.41% (4) expected life of 0.38 to 2.58 years, and (5) the quoted market price of $0.003 for the Company’s common stock.

NOTE 7 - STOCKHOLDERS' DEFICIT

Preferred Stock

As of June 30, 2024, we had authorized 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, Series E Preferred Stock, Series F Preferred Stock and Series G Preferred Stock.

All Preferred Stock is classified 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.

Series A Convertible Preferred Stock

The Company 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 June 30, 2024.

The Series A Preferred Stock has a par value of $.001, is redeemable at the Company’s option at $100 per share, 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.

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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 the Company, determined by the following formula: 60% of the common shares computed to include all projected conversions of all convertible debt and any other classes of Preferred Stock as if the conversions had taken place at the stated conversion price per share (i.e. for the avoidance of doubt – “fully diluted” as if such conversion had occurred prior to the Series A conversion.)

Holders of the Series A Preferred Stock shall have the right to vote as if converted prior to the vote to an amount of shares equal to 60% of the common shares computed to include all projected conversions of all convertible debt and any other classes of Preferred Stock as if the conversions had taken place at the stated conversion price per share (i.e. for the avoidance of doubt – “fully diluted” as if such conversion had occurred prior to the Series A conversion) on any matter with holders of Common Stock for any vote required to approve any action, which Florida law provides may or must be approved by vote or consent of the holders of other series of voting shares and the holders of Common Stock or the holders of other securities entitled to vote, if any.

The Series A Preferred Stock is classified 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.

Series B Convertible Preferred Stock

In February 2015, the Company designated 3,000,000 shares of Preferred Stock as Series B Convertible Preferred Stock.

The Series B Preferred Stock was designated in February 2015, has a par value of $.001, is not redeemable, 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 and equal number 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.

There are 2,588,693 shares of Series B Convertible Preferred Stock outstanding as of June 30, 2024.

The Series B Preferred Stock is classified 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.

Series C Convertible Preferred Stock

In May 2018, the Company designated 3,000,000 shares of Preferred Stock as Series C Convertible Preferred Stock.

The Series C Preferred Stock has a par value of $.001, is not redeemable, 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 number 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.

There are no shares of Series C Convertible Preferred Stock outstanding as of June 30, 2024. There are approximately $553,100 in convertible notes payable convertible into Series C Convertible Preferred Stock which compromise some of the common stock equivalents calculated in Note 1.

The Series C Preferred Stock is classified 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.

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.")

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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. (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 six months ended June 30, 2024, 21,000 shares were converted to 400,000,000 common shares in accordance with the terms of the Series D designation. As of June 30, 2024, there are 25,649 Series D Preferred shares outstanding.

The Series D Preferred Stock is classified 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.

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. (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%.

During the six months ended June 30, 2024, 117,709 shares were converted to 2,242,079,238 common shares in accordance with the terms of the Series E designation. In addition, $1,118,254 of accounts payable was converted to 223,651 of Series E Preferred Stock. As of June 30, 2024, there are 2,149,449 Series E Preferred shares outstanding as a result of exchanges of accounts payable, financing arrangements and lease agreements.

The Series E Preferred Stock is classified 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.

Series F Convertible Preferred Stock

On June 8, 2024, the Company designated 3,000,000 shares of Preferred Stock as Series F Convertible Preferred Stock.

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Series F Preferred shares have the following features: (i) 2% 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 F 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 F 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. (v) Liquidation Rights - $5.00 per share plus any accrued unpaid dividends – subordinate to Series A, B, C, D and E 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 F Preferred Stock at between 115% and 140%.

SEAN JONES BUSINESS DEVELOPMENT AND PROFESSIONAL SERVICES CONSULTING AGREEMENT

On April 15, 2024, TPT Global Tech, Inc. dba TPT Entertainment and Media LLC and D. Sean Jones (“Mr. Jones”) entered into a Business Development and Professional Services Consulting Agreement. TPT engaged Mr. Jones as Executive Vice President of Business Development and In-House Counsel to provide business development and/or professional services related to making introductions to funding sources and the launch of TPT’s Live Mobile TV Broadcasting on TPT’s VuMe Super App platform.

Mr. Jones received $375,000 of stated value of TPT Global Tech Series F Preferred Shares, $5.00 per share, or 75,000 shares as compensation for services considered rendered as Executive Vice President of Business Development and In-House Counsel. The Series F shares were valued by a third party valuation specialist resulting in a $5.04 valuation and $378,000 being recorded in the statement of operations for the six months ended June 30, 2024 as consulting expenses for this agreement.

Additional compensation shall be provided upon a successful launch of VuMe or a successful strategic partnership, branding, marketing, distribution, or network affiliation agreement. Mr. Jones shall have the option to receive, upon the successful launch of VuMe, monthly compensation commensurate with TPT's upper level management and transition to W2 employment status with full employee benefits and participation in the company's employee stock option plan.

Series G Convertible Preferred Stock

On June 8, 2024, the Company designated 8,000,000 shares of Preferred Stock as Series G Convertible Preferred Stock. There are no shares of Series G Convertible Preferred Stock outstanding at this time.

Series G Preferred shares have the following features: (i) 4% 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 G 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 G 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. (v) Liquidation Rights - $5.00 per share plus any accrued unpaid dividends – subordinate to Series A, B, C, D, E and F 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 G Preferred Stock at between 115% and 140%.

Common Stock

On January 17, 2024, the Board of Directors of the Company in accordance with the provisions of the Articles of Incorporation, as amended, and by-laws of the Company amended the Articles of Incorporation to increase the authorized number of common shares by Ten Billion Five Hundred Million (10,500,000,000) which increased the total authorized common shares to Fifteen Billion (15,000,000,000) with all common shares having the then existing rights powers and privileges as per the existing amended Articles of Incorporation and Bylaws of the Company. As of June 30, 2024, we had authorized 15,000,000,000 shares of Common Stock, of which 6,336,839,165 common shares are issued and outstanding.

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Common Stock Issued for Conversion of Debt

During the six months ended June 30, 2024, the Company issued 1,238,125,017 common shares valued at $501,892 for $1,324,419 of principal, interest, penalties and fees and recorded a gain on extinguishment of $810,971.

During the six months ended June 30, 2023, the Company issued 466,848,487 common shares valued at $804,088 for $542,324 of principal, interest, penalties and fees and recorded a gain on extinguishment of $332,530.

Subscription Payable (Receivable)

As of June 30, 2024, the Company has recorded $(3,265) in stock subscription payable, which equates to the fair value on the date of commitment, of the Company’s commitment to issue the following common shares:

Shares receivable under terminated acquisition agreement			(3,096,181	)
Net commitment			(3,096,181	)

Effective November 1, 2017, the Company entered into an agreement to acquire Hollywood Rivera, LLC and HRS Mobile LLC (“HRS”). In March 2018, the HRS acquisition was rescinded and 3,096,181 shares of common stock which were issued as consideration are being returned by the recipients. As such, as of June 30, 2024 and December 31, 2023 the shares for the HRS transaction are reflected as subscriptions receivable based on their par value.

Warrants Issued with Convertible Promissory Notes

As of June 30, 2024, the following warrants were issued in relation to the issuance of convertible promissory notes and are outstanding:

Warrant Holder	Number of Warrants		Expiration Date	Exercise Price
FirstFire Global Opportunities Fund, LLC		55,000,000	10-6-2026	110% of the opening price on the first day Company trades on Nasdaq exchange
Cavalry Investment Fund LP		13,750,000	10-13-26	110% of the opening price on the first day Company trades on Nasdaq exchange
Cavalry Fund I, LP		41,250,000	10-13-26	110% of the opening price on the first day Company trades on Nasdaq exchange
Talos Victory Fund, LLC		9,058,333	1-31-27	$.015 per share
Blue Lake Partners, LLC		9,058,333	1-31-27	$.015 per share
		128,116,666

The warrants issued under these convertible promissory notes were considered derivative liabilities valued at $30,557 of the total $5,817,119 derivative liabilities as of June 30, 2024. See Note 5.

Common Stock Reservations

The Company has reserved internally 1,000,000 shares of Common Stock of the Company for the purpose of raising funds to be used to pay off debt described in Note 5.

On February 1, 2024, by unanimous written consent, the Board of Directors and Majority Shareholder of TPT Global Tech, Inc. (the “Company”) approved and adopted an amendment and restatement of the 2024 TPT Global Tech, Inc. Stock Option, Compensation, and Award Incentive Plan (the “Plan”) to increase the maximum number of common shares, with a par value of $0.001 (“Common Shares”), available for grant to participants under the Plan to 3,500,000,000 Common Shares. In addition, the Plan was amended to define “Eligible Person” as an Employee, Consultant (Person or Professional Services Company) or Director of the Company, any Parent or any Subsidiary. A company other than a Professional Services Company is NOT eligible and “Issuance for Compensation for Services” shall mean the issuance for valuable and adequate consideration determined by the Board as determined by performance pursuant to an agreement. This Plan amends and supersedes any and all prior Plans. No stock options have been granted under this plan.

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Agreement to Convert Debt

On July 31, 2023, the Company and Michael Murphy, shareholder and debt holder, entered into a Conversion Shares Purchase Agreement by which Mr. Murphy has agreed to an automatic conversion of his outstanding principal debt, as well as related accrued interest if elected by Mr. Murphy, into shares of the Company’s Series E Preferred Stock or an equity stock that subsequent to the agreement the Company may have issued to any party that has favorable terms to the Series E Preferred Stock, upon the Company’s intended uplist to a major exchange in conjunction with its capital raise through the capital markets. This principal amount is $3,296,037 as of June 30, 2024. This Agreement to Convert Debt to Preferred Stock created an extinguishment of the underlying debt that, given the modified terms included a conversion feature which created a derivative liability valued by a third party in the amount of $821,555 at inception and $810,940 at June 30, 2024. This derivative liability has now been accounted for in prior periods and run forward through this Form 10Q/A from the effect of changes in the valuation of the derivative liability from period to period and to add the derivative liability to the balance sheet as of June 30, 2024.

Non-Controlling Interests

QuikLAB Mobile Laboratories

In July and August 2020, the Company formed Quiklab 1 LLC, QuikLAB 2, LLC, QuikLAB 3, LLC and QuikLAB 4, LLC. QuikLAB 4, LLC was subsequently dissolved. It was the intent to use these entities as vehicles into which third parties would invest and participate in owning QuikLAB Mobile Laboratories. As of June 30, 2024, Quiklab 1 LLC, QuikLAB 2, LLC and QuikLAB 3, LLC have received an investment of $470,000, of which Stephen Thomas and Rick Eberhardt, CEO and COO of the Company, have invested $100,000 in QuikLAB 2, LLC. During 2021, one investor entered into an agreement at their request, to have their investment returned. $10,000 of this investment was returned with the remaining $60,000 being reclassified to an accounts payable in the balance sheet as of June 30, 2024.

The third party investors and Mr. Thomas and Mr. Eberhart, will benefit from owning 20% of QuikLAB Mobile Laboratories specific to their investments. The Company owns the other 80% ownership in the QuickLAB Mobile Laboratories. The net loss attributed to the non-controlling interests from the QuikLAB Mobile Laboratories included in the statement of operations for the six months ended June 30, 2024 and 2023 is $0 and $12, respectively.

Other Non-Controlling Interests

TPT Strategic, Air Fitness and TPT Asia are other non-controlling interests in which the Company owns 0%, 75%, and 78%, respectively. There is little activity in any of these entities. The net loss attributed to these non-controlling interests included in the statement of operations for the three months ended June 30, 2024 and 2023 is $4,000 and $6,819, respectively.

As a result of the Agreement and Plan of Merger among TPT SpeedConnect and Asberry 22 Holdings, net income of 14% or $3,085 was accounting for as a noncontrolling interest in the statement of operations for the six months ended June 30, 2024.

Standby Equity Commitment Agreement

On February 14, 2024, the Company entered into a Standby Equity Commitment Agreement, dated February 14, 2024 (the "SECA") with MacRab LLC, a Florida limited liability company (the "MacRab"). The SECA provides the Company with an option to sell up to $3,000,000 worth of the Company's common stock to MacRab, in increments, over the period ending twenty-four (24) months after the date that a related registration statement is deemed effective by the U.S. Securities and Exchange Commission, pursuant to the terms and conditions contained in the SECA. The purchase price per share, for each respective put under the SECA, is equal to 90% of the average of the two (2) lowest volume weighted average prices of the Common Stock during the six (6) trading days following the clearing date associated with the respective put under the SECA. The Company will pay a finders fee on each increment drawn of up to 8% in cash and 8% in restricted common shares of the Company. There has been no activity under this SECA.

ROY D. FOREMAN BUSINESS DEVELOPMENT AND PROFESSIONAL SERVICES CONSULTING AGREEMENT

On January 30, 2024, TPT Global Tech, Inc. dba TPT Entertainment and Media LLC and Roy D. Foreman (“Mr. Foreman”) entered into a Business Development and Professional Services Consulting Agreement. TPT engaged Mr. Foreman as President of the TPT’s US Domestic and International Boxing Division to provide business development and/or professional services related to making introductions to funding sources and the launch of TPT’s Live Mobile TV Broadcasting on TPT’s VuMe Super App platform.

Mr. Foreman will receive $500,000 USD, payable in TPT equity stock as compensation for consultant services as President of the TPT Global Tech dba TPT Media and Entertainment Division for which $100K USD of those service have been considered rendered. TPT equity stock shall mean common or preferred stock as created, or which may exist, by TPT Global Tech and agreed to by Mr. Foreman. The remaining payment will be rendered upon a successful Launch of the VuMe Boxing division or a successful strategic partnership, branding, marketing, distribution or Network affiliation agreement. Once first bridge financing has been raised Mr. Foreman will receive $7,500 per month as a consultant fee until additional capital has been raised to move consultant to W2 employment status with full employee benefits and the participation in the company’s employee stock option plan. At this stage Mr. Foreman will enter into a full company employment agreement. $100,000 has been included in the statement of operations for the six months ended June 30, 2024 for this agreement.

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NOTE 8 - COMMITMENTS AND CONTINGENCIES

Accounts Payable and Accrued Expenses

Accounts payable:	2024		2023
Related parties (1)	$	1,448,822	$	1,308,051
General operating		5,960,892		5,904,686
Accrued interest on debt (2)		3,500,328		3,002,630
Credit card balances		147,724		148,568
Accrued payroll and other expenses		2,076,012		1,911,997
Taxes and fees payable		633,357		642,640
Total	$	13,767,135	$	12,918,572

_______________

	(1)	Relates to amounts due to management and members of the Board of Directors according to verbal and written agreements that have not been paid as of period end.
	(2)	Portion relating to related parties is $1,220,465 and $1,092,944 for June 30, 2024 and December 31, 2023, respectively.

Operating lease obligations

The Company adopted Topic 842 on January 1, 2019. The Company elected to adopt this standard using the optional modified retrospective transition method and recognized a cumulative-effect adjustment to the consolidated balance sheet on the date of adoption. Comparative periods have not been restated. With the adoption of Topic 842, the Company’s consolidated balance sheet now contains the following line items: Operating lease right-of-use assets, Current portion of operating lease liabilities and Operating lease liabilities, net of current portion.

As all the existing leases subject to the new lease standard were previously classified as operating leases by the Company, they were similarly classified as operating leases under the new standard. The Company has determined that the identified operating leases did not contain non-lease components and require no further allocation of the total lease cost. Additionally, the agreements in place did not contain information to determine the rate implicit in the leases, so we used our estimated incremental borrowing rate as the discount rate. Our weighted average discount rate is 10.0% and the weighted average lease term of 1.96 years.

We have various non-cancelable lease agreements for certain of our tower locations with original lease periods expiring between 2024 and 2044. Our lease terms may include options to extend or terminate the lease when it is reasonably certain we will exercise that option. Certain of the arrangements contain escalating rent payment provisions. An equipment lease described below and leases with an initial term of twelve months have not been recorded on the consolidated balance sheets. We recognize rent expense on a straight-line basis over the lease term.

As of June 30, 2024 and December 31, 2023, operating lease right-of-use assets arising from operating leases were $0 and $0, respectively. During the six months ended June 30, 2024, cash paid for amounts included for the measurement of lease liabilities was $88,813 and the Company recorded lease expense in the amount of $520,755 in cost of sales.

The Company entered an operating agreement to lease colocation space for 5 years. This operating agreement started October 1, 2020 for $7,140 per month. In addition, the Company entered into office space for Blue Collar which started April 2021 and runs for 3 years beginning at an average of $4,150 for the first six months, $8,300 for twelve months, $8,549 for the next twelve months and $8,805 for the following twelve months. All other lease agreements for office space are under lease agreements for one year or less.

See Note 5 disclosure related to troubled debt restructuring for operating leases related to American Tower.

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The following is a schedule showing the future minimum lease payments under operating leases by years and the present value of the minimum payments as of June 30, 2024.

2024		6,880,641
2025		611,746
2026		244,565
2027		78,865
2028		7,058
Thereafter		62,118
Total operating lease liabilities		7,884,993
Amount representing interest		(28,939	)
Total net present value	$	7,856,054

Office lease used by CEO

The Company entered into a lease of 12 months or less for living space which is occupied by Stephen Thomas, Chairman, CEO and President of the Company. Mr. Thomas lives in the space and uses it as his corporate office. The Company has paid $15,000 and $15,000 in rent and utility payments for this space for the six months ended June 30, 2024 and 2023, respectively.

Financing lease obligations

Future minimum lease payments are as follows:

2024	$	752,883
2025		—
2026		—
2027		—
2028		—
Thereafter		—
Total financing lease liabilities		752,883
Amount representing interest		—
Total future payments (1)	$	752,883

____________________

(1) Included is a Telecom Equipment Lease is with an entity owned and controlled by shareholders of the Company and was due August 31, 2020, as amended.

Other Commitments and Contingencies

Employment Agreements

The Company had employment agreements with certain employees of SDM, K Telecom and Air Fitness. The agreements are such that SDM, K Telecom and Air Fitness, on a standalone basis in each case, must provide sufficient cash flow to financially support the financial obligations within the employment agreements. The employment agreements for SDM and Aire Fitness were terminated with the exchange of debt for Series E Preferred Stock. See Note 8.

On May 6, 2020, the Company entered into an agreement to employ Ms. Bing Caudle as Vice President of Product Development of the Media One Live platform for an annual salary of $250,000 for five years, including customary employee benefits. The payment was guaranteed for five years whether or not Ms. Caudle is dismissed with cause. This employment agreement was effectively modified with the Software Acquisition Agreement described in Note 5 such that the Company is required to make payroll payments of $250,000 per year for five years to Ms. Caudle and payroll payments totaling $150,000 over three years to her daughter.

Litigation

We have been named in a lawsuit by EMA Financial, LLC (“EMA”) for failing to comply with a Securities Purchase Agreement entered into in June 2019. More specifically, EMA claims the Company failed to honor notices of conversion, failed to establish and maintain share reserves, failed to register EMA shares and by failed to assure that EMA shares were Rule 144 eligible within 6 months. EMA has claimed in excess of $7,614,967 in relief. The Company has filed a motion in response for which EMA has filed a motion to dismiss Dated May 14, 2024, the Company and EMA entered into a Settlement Agreement and Release (“EMA Settlement”) whereby the Company agrees to pay EMA $451,765 (“Settlement Amount”), and any accrued interest thereon at 6%, from proceeds of the Company’s financing related to an intended uplist to a major stock exchange. The Company is to notify EMA of the uplist and within 10 business days allow EMA to elect for payment in cash, which is to be at 116% of amounts outstanding at that time, or the option to convert any outstanding amounts to tradeable Common Stock of the Company. The conversion price would be 75% of the 30-day average market closing price of the Company’s Common Stock for the previous thirty business days. Conversion can take place at the earlier of the uplist or January 1, 2025. A default judgement was agreed to by the Company which would allow EMA to file for default judgement under any default under the EMA Settlement for the Settlement Amount and accrued interest at 24%.

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We have been named in a lawsuit by a collection law firm on behalf of Pinnacle Towers LLC and Crown Atlantic Company Inc., against TPT Global Tech, Inc. The claim derives from an outstanding debt by incurred by Copperhead Digital. The lawsuit is over unpaid rent that should have been paid by Copperhead Digital but was not paid. The Company believes it has several defenses to this claim and is in the process of communicating with opposing counsel for dismissal of the claims which amount to $386,030 plus interest, costs and attorney fees. The Company has accounted for approximately $600,000 in payables on its consolidated balance sheet as of June 30, 2024 for this subsidiary payable.

In total, lawsuits are being threatened or have been put forth by vendors in relation to tower lease payments in accordance with tower lease agreements that were entered into. The claims are currently being investigated or negotiated and the amount in controversy being claimed is approximately $3,718,378, which the Company has accounted for $4,385,626 in its consolidated balance sheet as of June 30, 2024.

We have been named in lawsuits by three merchant debt companies, Mr. Advance, CLOUDFUND and Fox Capital versus TPT SpeedConnect and TPT for non-payment under the debt agreements for which the companies received judgements against the TPT SpeedConnect and TPT. The judgements totaled $633,264, including legal and other fees for which the Company had $624,531 recorded in Debt Financing Agreements of which $87,065 was remitted to Mr. Advance during 2023 leaving an accrued balance of $537,466 as of June 30, 2024. We are in negotiations with these companies to restructure payment and work out acceptable terms. Management believes it will not have to pay more than what it has recorded in accounts payable.

We have been named in a lawsuit by AHS Staffing, LLC against TPT MedTech, LLC claiming unpayment of $159,959 in billings for medical staffing services rendered by AHS Staffing, LLC on behalf of TPT MedTech. The Company believes it has defenses for a portion of the services rendered but has recorded a payable in accounts payable in the consolidated balance sheet of $120,967. Management does not believe that an unfavorable outcome will result in payment of more than is recorded in accounts payable.

The Company has been named in a lawsuit, Robert Serrett vs. TruCom, Inc., by a former employee who was terminated by management in 2016. The employee was working under an employment agreement but was terminated for breach of the agreement. The former employee is suing for breach of contract and is seeking around $75,000 in back pay and benefits. We learned that Mr. Serrett received a default judgement in Texas on May 15, 2018 for $70,650 plus $3,500 in attorney fees and 5% interest and court costs. However, he has made no attempt that we are aware of to obtain a sister state judgment in Arizona, where TruCom resides, or to try and enforce the judgement and collect. Management believes it has good and meritorious defenses and does not belief the outcome of the lawsuit will have any material effect on the financial position of the Company.

We are not currently involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect. We anticipate that we (including current and any future subsidiaries) will from time to time become subject to claims and legal proceedings arising in the ordinary course of business. It is not feasible to predict the outcome of any such proceedings and we cannot assure that their ultimate disposition will not have a materially adverse effect on our business, financial condition, cash flows or results of operations.

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Customer Contingencies

The Company has collected $338,725 from one customer in excess of amounts due from that customer in accordance with the customer’s understanding of the appropriate billings activity. The customer has filed a written demand for repayment by the Company of these amounts. Management believes that the customer agreement allows them to keep the amounts under dispute. Given the dispute, the Company has reflected the amounts in dispute as a customer liability on the consolidated balance sheet as of June 30, 2024 and December 31, 2023.

Stock Contingencies

The Company has convertible debt, preferred stock, options and warrants outstanding for which common shares would be required to be issued upon exercise by the holders. As of June 30, 2024, the following shares would be issued:

Convertible Promissory Notes			25,359,222,938
Series A Preferred Stock (1)			111,229,995,062
Series B Preferred Stock			2,588,693
Series D Preferred Stock (2)			483,943,396
Series E Preferred Stock (3)			40,555,641,509
Series F Preferred Stock (4)			1,415,094,340
Stock Options and Warrants			128,116,666
			179,174,602,604

___________

	(1)	Holder of the Series A Preferred Stock which is Stephen J. Thomas, is guaranteed 60% of outstanding common stock upon conversion. The Company would have to authorize additional shares for this to occur as only 15,000,000,000 shares are currently authorized.
	(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 @ 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00.
	(3)	Holders of the Series E 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 E 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 E Preferred shall be @ 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00.
	(4)	Holders of the Series F 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 F 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 F Preferred shall be @ 75% of the 30 day average market closing price (for previous 30 business days) divided into $5.00.

Part of the consideration in the acquisition of Aire Fitness was the issuance of 500,000 restricted common shares of the Company vesting and issuable after the common stock reaches at least a $1.00 per share closing price in trading. To date, this has not occurred but may happen in the future upon which the Company will issue 500,000 common shares to the non-controlling interest owners of Aire Fitness.

NOTE 9 – RELATED PARTY ACTIVITY

Accounts Payable and Accrued Expenses

There are amounts outstanding due to related parties of the Company of $1,448,822 and $1,308,051, respectively, as of June 30, 2024, and December 31, 2023 related to amounts due to employees, management and members of the Board of Directors according to verbal and written agreements that have not been paid as of period end which are included in accounts payable and accrued expenses on the balance sheet. See Note 8.

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Leases

See Note 8 for office lease used by CEO.

Note Payable and Commitments

On March 25, 2022, the Company entered into a Software Development agreement with Mr. and Mrs. Caudle for which a new note payable was created and employment agreements for Mrs. Caudle and her daughter were modified. See Notes 5 and 8.

Other Agreements

On April 17, 2018, the CEO of the Company, Stephen Thomas, signed an agreement with New Orbit Technologies, S.A.P.I. de C.V., a Mexican corporation, (“New Orbit”), majority owned and controlled by Stephen Thomas, related to a license agreement for the distribution of TPT licensed products, software and services related to Lion Phone and VuMe within Mexico and Latin America (“License Agreement”). The License Agreement provides for New Orbit to receive a fully paid-up, royalty-free, non-transferable license for perpetuity with termination only under situations such as bankruptcy, insolvency or material breach by either party and provides for New Orbit to pay the Company fees equal to 50% of net income generated from the applicable activities. The transaction was approved by the Company’s Board of Directors in June 2018. There has been no activity on this agreement.

NOTE 10 – SEGMENT REPORTING

ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Company's internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for details on the Company's business segments.

The Company's chief operating decision maker (“CODM”) has been identified as the CEO who reviews the financial information of separate operating segments when making decisions about allocating resources and assessing performance of the group. Based on management's assessment, the Company considers its most significant segments are those in which it is providing Broadband Internet through TPT SpeedConnect and Media Production services through Blue Collar Medical Testing services through TPT MedTech and QuikLABs.

The following tables present summary information by segment for the three months ended June 30, 2024 and 2023, respectively:

2024	TPT						TPT MedTech and		Corporate and			(As Restated)
	SpeedConnect			Blue Collar			QuikLabs		other			Total
Revenue	$	218,378			226,589			—		2,336		$	447,304
Cost of revenue	$	(345,979	)		(107,714	)		—		(374	)	$	(454,068	)
Net income (loss)	$	174,250			(42,120	)		—		4,756,345		$	4,888,475
Derivative gain (expense)	$	—			—			—		1,830,554		$	1,830,554
Gain on extinguishment of debt	$	—			—			—		475,485		$	475,485
Interest expense	$	(554,269	)		(2,776	)		—		(476,679	)	$	(1,033,724	)
Total assets	$	12,851			59,155			—		16,872		$	88,878

2023	TPT						TPT MedTech and		Corporate and
	SpeedConnect			Blue Collar			QuikLabs		other			Total
Revenue	$	927,812			54,388			—		910		$	983,110
Cost of revenue	$	(171,898	)		(29,671	)		—		(10,917	)	$	(212,486	)
Net income (loss)	$	403,466			(123,430	)		9,727		(1,653,112	)	$	(1,363,349	)
Derivative gain (expense)	$	—			—			—		(550,298	)	$	(550,298	)
Interest expense	$	—			(2,862	)		—		(539,483	)	$	(542,345	)
Total assets	$	40,983			1,948,501			9,977		(1,279,649	)	$	719,812

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The following tables present summary information by segment for the six months ended June 30, 2024 and 2023, respectively:

2024	TPT						TPT MedTech and		Corporate and			(As Restated)
	SpeedConnect			Blue Collar			QuikLABS		other			Total
Revenue	$	520,755			321,316			—		3,331		$	845,402
Cost of sales	$	(856,819	)		(126,943	)		—		(960	)	$	(984,722	)
Net income (loss)	$	(119,822	)		(127,791	)		—		1,901,596		$	1,653,983
Derivative gain (expense)	$	—			—			—		(181,032	)	$	(181,032	)
Gain on extinguishment of debt	$	—			—			—		843,401		$	843,401
Interest expense	$	(554,269	)		(5,513	)		—		(835,711	)	$	(1,395,493	)
Total assets	$	12,851			59,155			—		16,872		$	88,878

2023	TPT						TPT MedTech and			Corporate and
	SpeedConnect			Blue Collar			QuikLABS			other			Total
Revenue	$	1,916,613			164,529			—			3,474		$	2,084,616
Cost of sales	$	(941,675	)		(78,639	)		—			(23,517	)	$	(1,043,831	)
Net income (loss)	$	708,617			(261,722	)		(1,605	)		(3,281,347	)	$	(2,836,060	)
Depreciation and amortization	$	—			—			—			(2,454	)	$	(2,454	)
Derivative gain (expense)	$	—			—			—			(647,883	)	$	(647,883	)
Gain on extinguishment of debt stock	$	—			—			—			332,530		$	332,530
Interest expense	$	(42,355	)		(7,328	)		—			(877,994	)	$	(927,677	)
Total assets	$	40,983			1,948,501			9,977			(1,279,649	)	$	719,812

NOTE 11 – DISCONTINUED OPERATIONS

On September 11, 2023, Everett Lanier and the Company agreed to a Settlement Agreement and Mutual Release (“Settlement Agreement”). The Settlement Agreement compromises, settles, and otherwise resolves all claims, compensation claims, benefit claims, or allowances, ownership of TPT Strategic Series B Preferred Stock, and all other potential claims between the Company or its officers, directors, shareholders, or representatives and Mr. Lanier arising from or relating to Second Parties’ activities during the period from approximately the acquisition date of IST to September 11, 2023. The Company and Mr. Lanier reached a settlement of certain matters, any payables to or from the Company from or to outside parties of TPT Strategic which would be a claim, and certain stock ownership of TPT Strategic under the terms of the Settlement Agreement.

Operating results for IST for the three and six months ended June 30, 2024 and 2023 were the following:

	Three months ended June 30, 2024		Six months ended June 30, 2024		Three months ended June 30, 2023			Six months ended June 30, 2023
Revenue	$	—		—		430,234		$	801,251
Cost of Sales		—		—		(254,727	)		(527,399	)
Gross Profit		—		—		175,507			273,852
Expenses		—		—		(142,361	)		(365,330	)
Interest Expense		—		—		(6,747	)		(16,718	)
Income taxes		—		—		—			—
Net Income	$	—		—		(30,617	)	$	(108,196	)

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Net cash flows for the three months ended June 30, 2023, for discontinued operations is the following.

Net loss	$	(108,196	)
Depreciation		91
Change in current assets and liabilities:
Accounts receivable		47,701
Prepaid expenses and other		(27,402	)
Accounts payable		52,819
Net cash flows from operating activities of discontinued operations		(34,987	)

Net change in cash of discontinued operations:		(34,987	)
Beginning cash balance		28,671
Ending cash balance		(6,316	)

NOTE 12 – SUBSEQUENT EVENTS

Geokall UK Ltd. Acquisition and Purchase Agreement

FINANCING ARRANGEMENTS

On September 6, 2024, TPT Global Tech, Inc. and Cavalry Fund I, LP entered into a $83,333 promissory note agreement (Cavalry Fund I Note #2”). The Cavalry Fund Note #2 has an original issue discount of 10%, or $8,333, and bears interest at 10%, 24% upon default, and is convertible into shares of the Company’s common stock at $0.001. $8,333 of interest is considered earned at the issue date. Total of $83,333 plus accrued interest, or any principal or accrued interest remaining outstanding, is due nine months from the issue date. 1,500,000,000 common shares of the Company’s common stock have been reserved with the transfer agent for possible conversion.

In conjunction with this Cavalry Fund I Note #2 financing arrangement, the Company and Cavalry Fund agreed to a Conversion Agreement (“Cavalry Conversion Agreement”) whereby Cavalry Fund I agreed to convert to the Company’s Series E Preferred Shares any remaining principal, interest, penalties and other fees related to the Cavalry Fund I Note and the fair value of related warrants outstanding upon a successful uplisting of the Company to a major U.S. stock exchange. Balances Outstanding related to the Cavalry Fund I Note as of June 30, 2024 were principal of $826,833 and accrued interest of $513,639.

DEBT CONVERSIONS TO STOCK

Subsequent to June 30, 2024,1800 Diagonal exercised their rights to convert $8,450 of principal amounts into 65,000,000 of shares of common stock.

Subsequent events were reviewed through the date the financial statements were issued.

NOTE 13 - RESTATEMENT

The Company has restated its consolidated financial statements as of and for the three months ended June 30, 2024 to correct and error related an Agreement to Convert Debt to Preferred Stock related to Michael Murphy. This Agreement to Convert Debt to Series E Preferred Stock created an extinguishment of the underlying debt that, given the modified terms, included a conversion feature which created a derivative liability valued by a third party in the amount of $821,555 at inception and $810,940 at June 30, 2024. This derivative liability has now been accounted for in prior periods and run forward through this Form 10Q/A from the effect of changes in the valuation of the derivative liability from period to period and to add the derivative liability to the balance sheet as of June 30, 2024.

The following tables reflect the impact of the restatement on the condensed consolidated financial statements as of and for the three and six months ended June 30, 2024.

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Balance Sheet:

	As Previously Reported			Effect of Restatements			As Restated
Derivative liabilities	$	5,817,119			810,940		$	6,628,059
Total current liabilities	$	38,060,297			810,940		$	38,871,237
Total liabilities	$	39,549,778			810,940		$	39,360,718
Accumulated deficit	$	(115,233,454	)		(810,940	)	$	(116,044,394	)
Total TPT Global Tech, Inc. stockholders’ deficit	$	(96,779,332	)		(810,940	)	$	(97,590,272	)
Total stockholders’ deficit	$	(97,382,007	)		(810,940	)	$	(98,192,947	)

Statement of Operations – Three months ended June 30, 2024:

	As Previously Reported		Effect of Restatements			As Restated
Derivative gain (expense)	$	1,920,159		(89,605	)	$	1,830,554
Total other income (expense)	$	6,219,549		(89,605	)	$	6,129,944
Net income before income taxes	$	4,978,080		(89,605	)	$	4,888,475
Net income from continuing operations	$	4,978,080		(89,605	)	$	4,888,475
Net income before non-controlling interests	$	4,978,080		(89,605	)	$	4,888,475
Net income attributable to TPT Global Tech, Inc. shareholders	$	4,936,103		(89,605	)	$	4,846,498

Statement of Operations – Six months ended June 30, 2024:

	As Previously Reported			Effect of Restatements			As Restated
Derivative gain (expense)	$	(132,723	)		(48,309	)	$	(181,032	)
Total other income (expense)	$	4,172,814			(48,309	)	$	4,124,505
Net income before income taxes	$	1,702,292			(48,309	)	$	1,653,983
Net income from continuing operations	$	1,702,292			(48,309	)	$	1,653,983
Net income before non-controlling interests	$	1,702,292			(48,309	)	$	1,653,983
Net income attributable to TPT Global Tech, Inc. shareholders	$	1604,217			(48,309	)	$	1,555,908

Statement of Stockholders Deficit:

	As Previously Reported			Effect of Restatement			As Restated
Net income (loss) for the three months ended June 30, 2024	$	4,978,080			(48,309	)	$	4,888,475
Net loss for the six months June 30, 2024	$	1,702,292			(48,309	)	$	1,653,983
Accumulated deficit	$	(115,233,454	)		(810,940	)	$	(116,044,394	)
Total stockholders’ deficit	$	(97,382,007	)		(810,940	)	$	(98,192,947	)

Statement of Cash Flows:

	As Previously Reported		Effect of Restatement			As Restated
Net income	$	1,702,292		(48,309	)	$	1,653,983
Derivative expense (gain)	$	132,723		48,309		$	181,032

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements and Associated Risks.

This Form 10-Q contains certain statements that are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose, any statements contained in this Form 10-Q that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” or “continue” or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our control. These factors include but are not limited to economic conditions generally and in the industries in which we may participate; competition within our chosen industry, including competition from much larger competitors; technological advances and failure to successfully develop business relationships.

Based on our financial history since inception, our auditor has expressed substantial doubt as to our ability to continue as a going concern. As reflected in the accompanying financial statements, as of June 30, 2024, we had an accumulated deficit totaling $116,044,394. This raises substantial doubts about our ability to continue as a going concern.

RESULTS OF OPERATIONS

For the Three Months Ended June 30, 2024 Compared to the Three Months Ended June 30, 2023

During the three months ended June 30, 2024, we recognized total revenues of $447,304 compared to the prior period of $983,110. The decrease is largely attributable to the decrease in internet customers from attrition and the discontinuance of unprofitable operating locations.

Gross profit (loss) for the three months ended June 30, 2024 was ($6,764) compared to $770,624 for the prior period. The decrease is largely attributable to the change in internet customers. Gross profit percentage decreased to (2%) from 78% due to the decrease in revenues while still having tower lease commitments in place.

During the three months ended June 30, 2024, we recognized $1,234,705 in operating expenses compared to $1,012,108 for the prior period. The change was in large part attributable to legal expense in the prior year for the acquisition of ASHI and fewer employees, from layoffs and terminations, as a result of the decrease in revenues offset by additional consulting expenses in the current period.

Derivative gain (expense) of $1,830,554 and ($550,298) results from the accounting for derivative financial instruments during the three months ended June 30, 2024 and 2023, respectively.

The gain on extinguishment of debt of $475,485 and $0 for the three months ended June 30, 2024 and 2023, respectively, results from the conversion of convertible debt to common stock.

Interest expense for the three months ended June 30, 2024 was $1,033,724 compared to the prior period of $542,345. The increase came from interest being accrued on tower payments payable during the quarter.

During the three months ended June 30, 2024, we recognized a net income of $4,888,475 versus a loss of ($1,363,349) for the prior period. The difference mainly is activity related to derivative expense and a gain of $4,681,075 relating to trouble debt restructuring for the current period.

For the Six Months Ended June 30, 2024 Compared to the Six Months Ended June 30, 2023

During the six months ended June 30, 2024, we recognized total revenues of $845,402 compared to the prior period of $2,084,616. The decrease is largely attributable to the decrease in internet customers from attrition and the discontinuance of unprofitable operating locations.

Gross profit (loss) for the six months ended June 30, 2024 was ($139,320) compared to $1,040,785 for the prior period. The decrease is largely attributable to the change in internet customers. Gross profit (loss) percentage decreased to (16%) from 50% due to the decrease in revenues while still having tower lease commitments in place.

During the six months ended June 30, 2024, we recognized $2,331,202 in operating expenses compared to $2,899,587 for the prior period. The decrease was in large part attributable to legal expense in the prior year for the acquisition of ASHI and fewer employees, from layoffs and terminations, as a result of the decrease in revenues, partially offset by additional consulting expenses in the current period.

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Derivative expense of $181,032 and $647,883 results from the accounting for derivative financial instruments during the six months ended June 30, 2024 and 2023, respectively.

The gain on extinguishment of debt of $843,401 and $332,530 for the six months ended June 30, 2024 and 2023, respectively, results from the conversion of convertible debt to common stock.

Interest expense for the six months ended June 30, 2024 was $1,395,493 compared to the prior period of $927,677. The increase came from interest being accrued on tower payments payable during the quarter.

During the six months ended June 30, 2024, we recognized net income of $1,653,983 versus a loss of ($2,836,060) for the prior period. The difference mainly is activity related to derivative expense and a gain of $4,681,075 relating to trouble debt restructuring for the current period.

LIQUIDITY AND CAPITAL RESOURCES

Cash flows used in investing activities were $0 and $0, respectively, for the three months ended June 30, 2024 and 2023.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time period specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is accumulated and communicated to management including our principal executive officer/principal financial officer as appropriate, to allow timely decisions regarding required disclosure.

Management has carried out an evaluation of the effectiveness of the design and operation of our company’s disclosure controls and procedures. Due to the lack of personnel and outside directors, management concluded that the Company’s disclosure controls and procedures are not effective as of such date. The Company anticipates that with further resources, the Company will expand both management and the board of directors with additional officers and independent directors in order to provide sufficient disclosure controls and procedures.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f)) during the quarter ended June 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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ITEM 1A. RISK FACTORS

No Material Changes in Risk Factors since the disclosure contained in the Form 10-K for the year ended December 31, 2023.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Recent Sales of Unregistered Securities

Aside from what has been disclosed in our Registration Statement on Form S-1/A dated February 13, 2019, amended December 10, 2019, September 14, 2020 and September 29, 2020, and Registration Statement on Form S-8 dated September 25, 2020, Registration Statement on Form S-1 dated October 28, 2020 and amended on January 15, 2021, Registration Statement on Form S-1 dated June 30, 2021, amended on July 6, 2021 and July 14, 2021, Registration Statement on Form S-1 dated February 25, 2022 and amended March 1, 2022, we have issued the following pursuant to conversions of amounts due under convertible promissory notes. Otherwise, we have not sold unregistered securities in the past 2 years without registering the securities under the Securities Act of 1933.

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2024 CONVERSIONS

	DATE	PRINCIPAL		ACCRUED INT & FEES		SHARE AMOUNTS		PRICE PER SHARE
FirstFire Global	2/28/2024		87,500		—		125,000,000		0.0007
	5/16/2024		98,000		—		140,000,000		0.0007
			185,500				265,000,000

1800 Diagonal	1/2/2024		26,000		—		115,555,556		0.000225
	1/8/2024		26,000		—		115,555,556		0.000225
	2/5/2024		12,136		—		53,938,933		0.000225
	5/13/2024		19,520		—		80,000,000		0.000244
	5/28/2024		28,180		—		153,989,071		0.000183
	5/30/2024		28,180		—		153,989,071		0.000183
	6/3/2024		30,990		—		169,344,262		0.000183
	6/7/2024		22,410		—		130,752,568		0.000171
	8/12/2024		8,450		—		65,000,000		0.000130
			201,866		—		1,038,125,017
			387,366				1,303,125,017

2023 CONVERSIONS
	DATE	PRINCIPAL		ACCRUED INT & FEES		SHARE AMOUNTS		PRICE PER SHARE
FirstFire Global	2/14/2023		60,000		—		50,000,000		0.0012
	2/27/2023		78,000		—		65,000,000		0.0012
	3/14/2023		78,000		—		65,000,000		0.0012
	7/24/23		96,000		—		80000000		0.0012
	11/8/2023		102,000		—		85,000,000		0.0012
			414,000		—		345,000,000

Cavalry Investment	1/30/2023		22,000				18,333,334		0.0012
	2/17/2023		27,000		—		22,500,000		0.0012
			49,000		—		40,833,334

Cavalry Fund I	1/30/2023		44,000				36,666,667		0.0012
	2/17/2023		54,000		—		45,000,000		0.0012
	3/8/2023		33,230		—		36,922,043		0.0009
			131,230		—		118,588,710

1800 Diagonal	1/4/2023		35,000				31,818,182		0.0011
	1/6/2023		40,000		—		36,363,636		0.0011
	1/17/2023		50,000		—		41,666,667		0.0012
	1/20/2023		21,094		—		17,577,958		0.0012
	8/10/23		17,000		—		25,000,000		0.0007
	10/31/23		14,000		—		93,333,333		0.00015
	11/7/23		35,530		—		93,500,000		0.00038
	12/18/23		8,000				106,666,667		0.000075
	12/20/23		5,625				75,000,000		0.000075
	12/26/23		26,000		—		115,555,556		0.000225
			252,249		—		636,481,999

Total Conversions 2023			846,479		—		1,140,904,043

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2022 CONVERSIONS
	DATE	PRINCIPAL		ACCRUED INT & FEES		SHARE AMOUNTS		PRICE PER SHARE
FirstFire Global	9/15/2022		59,160		—		17,000,000		0.0035
	10/19/2022		61,875		—		50,000,000		0.0012
	12/14/2022		125,625		—		50,000,000		0.0025
			246,660		—		117,000,000

Talos	9/1/2022		271,750		28,925		40,090,000		0.0075
			271,750		28,925		40,090,000

Blue Lake	9/8/2022		263,585		96,863		48,059,600		0.0075
			263,585		96,863		48,059,600

Cavalry Investment	11/15/2022		18,000		—		15,000,000		0.0012
			18,000		—		15,000,000

Cavalry Fund I	10/25/2022		—		25,000		20,161,290		0.0012
	11/15/2022		36,000		—		30,000,000		0.0012
			36,000		—		50,161,290

1800 Diagonal	11/17/2022		25,000		—		20,833,333		0.0012
	12/22/2022		40,000		—		20,000,000		0.0020
	12/30/2022		25,000		—		22,727,273		0.0011
			90,000		—		63,560,606

Total Conversions 2022			925,995		147,288		333,871,496

We have filed Forms with the SEC related to convertible promissory notes for which the underlying common shares have not be registered. Details of the convertible promissory notes can be found at http://sec.gov.

Exemption From Registration Claimed

All of the above sales by us of our unregistered securities were made by us in reliance upon Rule 506 of Regulation D and Section 4(a)(5) of the Securities Act of 1933, as amended (the "1933 Act"). All of the individuals and/or entities that purchased the unregistered securities were primarily existing shareholders, known to us and our management, through pre-existing business relationships, as long-standing business associates and employees. All purchasers were provided access to all material information, which they requested, and all information necessary to verify such information and were afforded access to our management in connection with their purchases. All purchasers of the unregistered securities acquired such securities for investment and not with a view toward distribution, acknowledging such intent to us. All certificates or agreements representing such securities that were issued contained restrictive legends, prohibiting further transfer of the certificates or agreements representing such securities, without such securities either being first registered or otherwise exempt from registration in any further resale or disposition.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

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ITEM 4. MINE SAFETY DISCLOSURE

Not Applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibits. The following is a complete list of exhibits filed as part of this Form 10-Q. Exhibit numbers correspond to the numbers in the Exhibit Table of Item 601 of Regulation S-K.

Exhibit No.		Description
31.1		Certification of Chief Executive Officer Pursuant to Rule 13a–14(a) or 15d-14(a) of the Securities Exchange Act of 1934
31.2		Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934
32.1		Certification of Chief Executive Officer under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of Chief Financial Officer under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as an Inline XBRL document and included in Exhibit 101)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	TPT GLOBAL TECH, INC.
	(Registrant)

Dated: February 7, 2025	By:	/s/ Stephen J. Thomas, III
		Stephen J. Thomas, III
		(Chief Executive Officer, Principal Executive Officer)

Dated: February 7, 2025	By:	/s/ Gary L. Cook
		Gary L. Cook
		(Chief Financial Officer, Principal Accounting Officer)

TPT GLOBAL TECH, INC. 10-Q/A