Form 1-A Issuer Information

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 1-A
REGULATION A OFFERING STATEMENT
UNDER THE SECURITIES ACT OF 1933

OMB APPROVAL

FORM 1-A

OMB Number: 3235-0286

Estimated average burden hours per response: 608.0

1-A: Filer Information

Issuer CIK	0001661039
Issuer CCC	XXXXXXXX
DOS File Number
Offering File Number	024-11260
Is this a LIVE or TEST Filing?	☒ LIVE ☐ TEST
Would you like a Return Copy?	☐
Notify via Filing Website only?	☐
Since Last Filing?	☐

Submission Contact Information

Name
Phone
E-Mail Address

1-A: Item 1. Issuer Information

Issuer Infomation

Exact name of issuer as specified in the issuer's charter	TPT GLOBAL TECH, INC.
Jurisdiction of Incorporation / Organization	FLORIDA
Year of Incorporation	1988
CIK	0001661039
Primary Standard Industrial Classification Code	COMMUNICATION SERVICES, NEC
I.R.S. Employer Identification Number	81-3903357
Total number of full-time employees	50
Total number of part-time employees	0

Contact Infomation

Address of Principal Executive Offices

Address 1	501 West Broadway, Suite 800
Address 2
City	San Diego
State/Country	CALIFORNIA
Mailing Zip/ Postal Code	92101
Phone	619-301-4200

Provide the following information for the person the Securities and Exchange Commission's staff should call in connection with any pre-qualification review of the offering statement.

Name	Michael A. Littman, Attorney
Address 1
Address 2
City
State/Country
Mailing Zip/ Postal Code
Phone

Provide up to two e-mail addresses to which the Securities and Exchange Commission's staff may send any comment letters relating to the offering statement. After qualification of the offering statement, such e-mail addresses are not required to remain active.

Financial Statements

Industry Group (select one)

☐ Banking ☐ Insurance ☒ Other

Use the financial statements for the most recent period contained in this offering statement to provide the following information about the issuer. The following table does not include all of the line items from the financial statements. Long Term Debt would include notes payable, bonds, mortgages, and similar obligations. To determine "Total Revenues" for all companies selecting "Other" for their industry group, refer to Article 5-03(b)(1) of Regulation S-X. For companies selecting "Insurance", refer to Article 7-04 of Regulation S-X for calculation of "Total Revenues" and paragraphs 5 and 7 of Article 7-04 for "Costs and Expenses Applicable to Revenues".

Balance Sheet Information

Cash and Cash Equivalents	$ 252399.00
Investment Securities	$ 0.00
Total Investments	$
Accounts and Notes Receivable	$ 109667.00
Loans	$
Property, Plant and Equipment (PP&E):	$ 1884550.00
Property and Equipment	$
Total Assets	$ 11768748.00
Accounts Payable and Accrued Liabilities	$ 10068109.00
Policy Liabilities and Accruals	$
Deposits	$
Long Term Debt	$ 1030400.00
Total Liabilities	$ 42745441.00
Total Stockholders' Equity	$ -36004410.00
Total Liabilities and Equity	$ 11768748.00

Statement of Comprehensive Income Information

Total Revenues	$ 7810956.00
Total Interest Income	$
Costs and Expenses Applicable to Revenues	$ 6287085.00
Total Interest Expenses	$
Depreciation and Amortization	$ 1034309.00
Net Income	$ -8600605.00
Earnings Per Share - Basic	$ -0.01
Earnings Per Share - Diluted	$ -0.01

Name of Auditor (if any)

SADLER, GIBB AND ASSOCIATES, LLC

Outstanding Securities

Common Equity

Name of Class (if any) Common Equity	COMMON STOCK
Common Equity Units Outstanding	923029038
Common Equity CUSIP (if any):	87265T103
Common Equity Units Name of Trading Center or Quotation Medium (if any)	OTC

Preferred Equity

Preferred Equity Name of Class (if any)	SERIES A, B, C & D PREFERRED
Preferred Equity Units Outstanding	3635342
Preferred Equity CUSIP (if any)	000000000
Preferred Equity Name of Trading Center or Quotation Medium (if any)	NONE

Debt Securities

Debt Securities Name of Class (if any)	NONE
Debt Securities Units Outstanding	0
Debt Securities CUSIP (if any):
Debt Securities Name of Trading Center or Quotation Medium (if any)	NONE

1-A: Item 2. Issuer Eligibility

Issuer Eligibility

Check this box to certify that all of the following statements are true for the issuer(s)

☒

Organized under the laws of the United States or Canada, or any State, Province, Territory or possession thereof, or the District of Columbia.
Principal place of business is in the United States or Canada.
Not subject to section 13 or 15(d) of the Securities Exchange Act of 1934.
Not a development stage company that either (a) has no specific business plan or purpose, or (b) has indicated that its business plan is to merge with an unidentified company or companies.
Not an investment company registered or required to be registered under the Investment Company Act of 1940.
Not issuing fractional undivided interests in oil or gas rights, or a similar interest in other mineral rights.
Not issuing asset-backed securities as defined in Item 1101 (c) of Regulation AB.
Not, and has not been, subject to any order of the Commission entered pursuant to Section 12(j) of the Exchange Act (15 U.S.C. 78l(j)) within five years before the filing of this offering statement.
Has filed with the Commission all the reports it was required to file, if any, pursuant to Rule 257 during the two years immediately before the filing of the offering statement (or for such shorter period that the issuer was required to file such reports).

1-A: Item 3. Application of Rule 262

Application Rule 262

Check this box to certify that, as of the time of this filing, each person described in Rule 262 of Regulation A is either not disqualified under that rule or is disqualified but has received a waiver of such disqualification.

☒

Check this box if "bad actor" disclosure under Rule 262(d) is provided in Part II of the offering statement.

☐

1-A: Item 4. Summary Information Regarding the Offering and Other Current or Proposed Offerings

Summary Infomation

Check the appropriate box to indicate whether you are conducting a Tier 1 or Tier 2 offering	☐ Tier1 ☒ Tier2
Check the appropriate box to indicate whether the financial statements have been audited	☐ Unaudited ☒ Audited

Types of Securities Offered in this Offering Statement (select all that apply)

☒Equity (common or preferred stock)

Does the issuer intend to offer the securities on a delayed or continuous basis pursuant to Rule 251(d)(3)?	☐ Yes ☒ No
Does the issuer intend this offering to last more than one year?	☐ Yes ☒ No
Does the issuer intend to price this offering after qualification pursuant to Rule 253(b)?	☐ Yes ☒ No
Will the issuer be conducting a best efforts offering?	☒ Yes ☐ No
Has the issuer used solicitation of interest communications in connection with the proposed offering?	☐ Yes ☒ No
Does the proposed offering involve the resale of securities by affiliates of the issuer?	☐ Yes ☒ No
Number of securities offered	7600000
Number of securities of that class outstanding	46649

The information called for by this item below may be omitted if undetermined at the time of filing or submission, except that if a price range has been included in the offering statement, the midpoint of that range must be used to respond. Please refer to Rule 251(a) for the definition of "aggregate offering price" or "aggregate sales" as used in this item. Please leave the field blank if undetermined at this time and include a zero if a particular item is not applicable to the offering.

Price per security	$ 5.0000
The portion of the aggregate offering price attributable to securities being offered on behalf of the issuer	$ 5.00
The portion of the aggregate offering price attributable to securities being offered on behalf of selling securityholders	$ 0.00
The portion of the aggregate offering price attributable to all the securities of the issuer sold pursuant to a qualified offering statement within the 12 months before the qualification of this offering statement	$ 0.00
The estimated portion of aggregate sales attributable to securities that may be sold pursuant to any other qualified offering statement concurrently with securities being sold under this offering statement	$ 0.00
Total (the sum of the aggregate offering price and aggregate sales in the four preceding paragraphs)	$ 5.00

Anticipated fees in connection with this offering and names of service providers

Underwriters - Name of Service Provider	Underwriters - Fees	$ 0.00
Sales Commissions - Name of Service Provider	Sales Commissions - Fee	$ 0.00
Finders' Fees - Name of Service Provider	Finders' Fees - Fees	$ 0.00
Audit - Name of Service Provider	Audit - Fees	$ 0.00
Legal - Name of Service Provider	Legal - Fees	$ 0.00
Promoters - Name of Service Provider	Promoters - Fees	$ 0.00
Blue Sky Compliance - Name of Service Provider	Blue Sky Compliance - Fees	$ 0.00

CRD Number of any broker or dealer listed:
Estimated net proceeds to the issuer	$ 0.00
Clarification of responses (if necessary)

1-A: Item 5. Jurisdictions in Which Securities are to be Offered

Jurisdictions in Which Securities are to be Offered

Using the list below, select the jurisdictions in which the issuer intends to offer the securities

Selected States and Jurisdictions

CALIFORNIA

Using the list below, select the jurisdictions in which the securities are to be offered by underwriters, dealers or sales persons or check the appropriate box

None

☐

Same as the jurisdictions in which the issuer intends to offer the securities

☒

Selected States and Jurisdictions

CALIFORNIA

1-A: Item 6. Unregistered Securities Issued or Sold Within One Year

Unregistered Securities Issued or Sold Within One Year

None ☒

Unregistered Securities Act

(e) Indicate the section of the Securities Act or Commission rule or regulation relied upon for exemption from the registration requirements of such Act and state briefly the facts relied upon for such exemption

EXHIBIT 11

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors TPT Global Tech, Inc.

We hereby consent to the use in this Offering Statement on Form 1-A, Post-Qualification Amendment No. 5, of our Independent Auditors’ Report dated April 15, 2021, relating to the financial statements of TPT Global Tech, Inc. as of, and for the years ended, December 31, 2020 and 2019. Our report included an explanatory paragraph regarding the Company’s ability to continue as a going concern.

/s/ Sadler, Gibb & Associates, LLC

Salt Lake City, UT

February 7, 2022

EXHIBIT 12.1

Michael A. Littman

Attorney at Law

P.O. Box 1839

Arvada, CO 80001

(720) 530-6184

malattyco@aol.com

February 7, 2022

TPT Global Tech, Inc.

501 West Broadway, Suite 800

San Diego, CA 92101

Re: TPT Global Tech, Inc.–Validity of Issuance of Series D Preferred Convertible Shares

Ladies and Gentlemen:

We have acted as special counsel to TPT Global Tech, Inc., a Florida corporation (the “Company”), in connection with the Company’s Offering Statement on Form 1-A, Post-Qualification Amendment No. 5, (the “Offering Statement”), relating to the application for exemption from registration under Section 3(b) of the Securities Act of 1933, as amended (the “Act”), and Regulation A+ promulgated thereunder, of 7,600,000 shares of Series D Preferred 6% Cumulative Dividend Convertible Stock, par value $5.00 per share (the “Series D Preferred Convertible Shares”).

In connection with rendering the opinion set forth herein, we have examined and relied on originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates of public officials, certificates of officers or other representatives of the Company and others and such other documents, certificates and records as we have deemed necessary or appropriate as a basis for the opinions set forth in this letter.

In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures (including endorsements), the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such documents. As to any facts material to the opinions expressed herein which we have not independently established or verified, we have relied upon statements and representations of the Company and its officers and other representatives and of public officials and others.

Based upon and subject to the foregoing, we are of the opinion that upon issuance, the Series D Preferred Convertible Shares will be validly issued and fully paid and nonassessable.

For the purposes of this opinion, we are assuming that the appropriate certificates are duly filed and recorded in every jurisdiction in which such filing and recordation is required in accordance with the laws of such jurisdictions. We express no opinion herein as to any laws other than the Florida Business Corporations Act.

We hereby consent to the filing of this opinion with the Securities and Exchange Commission (the “Commission”) as an exhibit to the Offering Statement. We also consent to the reference to our firm in the Offering Statement. We do not admit in providing such consent that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.

Respectfully submitted,

/s/ Michael A. Littman

Michael A. Littman, Attorney at Law

EXHIBIT 6.39