UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K/A
  (Amendment No.1)
 
(Mark One)
 
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2018
 
or
 
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from ____________to _____________
 
333-222094
Commission file number
 
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
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
N/A
N/A
N/A
 
Securities registered pursuant to Section 12(g) of the Act:
 
 
N/A
 
 
(Title of Class)
 
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes   ☒ No
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes   ☒ No
 
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 preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such 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 of 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ⌧
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer
☐
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☒
 
Emerging growth company
☒
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
☐ Yes   ☒ No
 
The aggregate market value of our common shares of voting stock held by non-affiliates of our Company at December 31, 2018, computed by reference to the price at which the common equity was last sold ($0.177), as of the last business day of the registrant’s most recently completed fiscal quarter (June 30, 2018), was $11,311,922.
 
As of April 4, 2019, there were 136,953,904 common shares, $0.001 par value, issued and outstanding.
 
 
 
Explanatory Note
 
The purpose of the Amendment No. 1 on Form 10–K/A to TPT Global Tech, Inc.'s annual report of Form 10–K for the period ended December 31, 2018, filed with the Securities and Exchange Commission on April 11, 2019 (the “Form 10–K”), is solely to furnish Exhibit 101 to the Form 10–K in accordance with Rule 405 of Regulation S–T.
 
No other changes have been made to the Form 10–K. This Amendment No. 1 speaks as of the original filing date of the Form 10–K, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the original Form 10–K.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
PART IV
 
Item 15. Exhibits, Financial Statement Schedules.
 
The following exhibits are incorporated into this Form 10-K Annual Report:
  
Exhibit Numbe r
Description
 
3.1
(1)
3.2
(1)
3.3
(1)
3.4
(1)
3.5
(1)
3.6
(1)
3.7
(1)
3.8
3.9
(1)
3.10
(1)
3.11
(1)
3.12
(1)
3.13
(1)
3.14
(1)
3.15
(1)
3.16
(1)
3.17
(1)
3.18
(1)
3.19
(1)
3.20
(1)
3.21
(1)
4.1
(1)
4.2
(1)
4.3
(1)
4.4
(1)
4.5
(1)
4.6
(1)
4.7
(2)
4.8
(2)
4.9
(3)
4.10
(3)
4.11
(3)
 

 
 
10.1
(1)
10.2
(1)
10.3
(1)
10.4
(1)
10.5
(1)
10.6
(1)
10.7
(1)
10.8
(1)
10.9
(1)
10.10
(1)
10.11
(1)
10.12
(1)
10.13
(1)
10.14
(1)
10.15
(2 )
10.16
(2)
  10.17
(3)  
10.18
(3)
10.19
(3)
10.20
(3)
10.21
(3)
10.22
(3)
10.23
(4)
10.24
(4) 
10.25
(5)
10.26
(6)
10.27
(6)
10.28
(6)
10.29
(7)
 
 
 
21.1
(4)
 
 
 
31.1
Filed Herewith
31.2
Filed Herewith
32.1
Filed Herewith
32.2
Filed Herewith
 
 
 
99.1
(1)
99.2
(1)
101
The following materials from TPT Global Tech, Inc. Form 10-K for the year ended December 31, 2018, formatted in Extensible Business Reporting Language (XBRL): (i) Balance Sheets at December 31, 2018 and 2017, (ii) Statements of Operations for the years ended December 31, 2018 and 2017, (iii) Statements of Changes in Stockholders’ Equity for the years ended December 31, 2018 and 2017, (iv) Statements of Cash Flows for the years ended December 31, 2018 and 2017 and (v) Notes to the Financial Statements.*
 
 

 
 
*
Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files in Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
 
(1) Incorporated by reference from the exhibits included in the Company’s Registration Statement on Form S-1 dated December 15, 2017.
 
(2) Incorporated by reference from the exhibits included in the Company’s Registration Statement on Form S-1/A dated February 23, 2018.
 
(3) Incorporated by reference from the exhibits included in the Company’s Registration Statement on Form S-1/A dated October 1, 2018. 
(4) Incorporated by reference from the exhibits included in the Company’s Registration Statement on Form S-1/A dated November 5, 2018. 
(5) Incorporated by reference from the exhibits included in the Company’s Form 8-K dated March 19, 2019.
(6) Incorporated by reference from the exhibits included in the Company’s Form 8-K dated March 25, 2019.
(7) Incorporated by reference from the exhibits included in the Company’s Form 8-K dated April 3, 2019.
 

 
 
 
  SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities and 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.
 
 
 
 
 
 /s/ Stephen J. Thomas, III
 
June 20, 2019
Stephen J. Thomas, III
 
 
(Chief Executive Officer/Principal Executive Officer)
 
 
 
 
 
 
 
 
 /s/ Gary L. Cook
 
June 20, 2019
Gary L. Cook
 
 
(Chief Financial Officer/Principal Accounting Officer)
 
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
 
 
 
 
 
 
 /s/ Stephen J. Thomas, III
 
June 20, 2019
Stephen J. Thomas, III, Director
 
 
 
 
 
 
 
 
 /s/ Richard Eberhardt
 
June 20, 2019
Richard Eberhardt, Director
 
 
 
 
 
 
 
 
 /s/ Arkady Shkolnik
 
June 20, 2019
Arkady Shkolnik, Director
 
 
 
 
 
 
 
 
 /s/ Reginald Thomas
 
June 20, 2019
Reginald Thomas, Director
 
 
 
 
 
 
 
 
 
 
 
 
 

 
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