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 September 30, 2022, we had an accumulated deficit totaling $56,268,148. This raises substantial doubts about our ability to continue as a going concern.





RESULTS OF OPERATIONS

For the Three Months Ended September 30, 2022 Compared to the Three Months Ended September 30, 2021

During the three months ended September 30, 2022, we recognized total revenues of $2,052,817 compared to the prior period of $2,519,426. The decrease is largely attributable to the decrease in internet customers from attrition and the discontinuance of unprofitable operating locations.

Gross profit for the three months ended September 30, 2022 was $361,278 compared to $583,636 for the prior period. The increase is largely results of unprofitable towers being shut down which during the period has more than offset the decrease in customers. Gross profit percentage decreased to 8% from 23%.

During the three months ended September 30, 2022, we recognized $1,626,737 in operating expenses compared to $1,874,219 for the prior period. The decrease in large part is from the decrease in payroll and general and administrative expenses from the decrease in internet customers.

Derivative gains of $102,903 and expense of $3,472,930 results from the accounting for derivative financial instruments during the three months ended September 30, 2022 and 2021, respectively.

The gain on debt extinguishment of $397,008 for the current period ended September 30, 2022 results from conversion of notes payable for common shares.

Interest expense decreased for the three months ended September 30, 2022 compared to the prior period by $250,718. The decrease comes largely from the amortization of debt discounts and default provisions on the Company's derivative securities in prior periods.

During the three months ended September 30, 2022, we recognized a net loss of $1,245,019 compared to $4,718,296 for the prior period. The difference was the derivative loss in the prior period of $3,472,930 versus the derivative gain in the current period of $102,903.

During the three months ended September 30, 2022, the Company amended its series A Preferred Stock which resulted in a deemed dividend of $39,866,742 from the difference between the fair value of the amended Series A Preferred Stock compared to what had been recorded on the books.

For the Nine Months Ended September 30, 2022 Compared to the Nine Months Ended September 30, 2021

During the nine months ended September 30, 2022, we recognized total revenues of $6,145,465 compared to the prior period of $7,810,956. The decrease is largely attributable to the decrease in internet customers from attrition and the discontinuance of unprofitable operating locations. Decreases in MedTech revenue also occurred compared to the prior year from a decrease in operations.

Gross profit for the nine months ended September 30, 2022 was $1,651,536 compared to $1,523,871 for the prior period. The increase is largely a result of unprofitable towers being shut down which during the period more than offset the decrease in customers in addition to gross margin contributions from Air Fitness and TPT MedTech. Gross profit percentage increased to 27% from 20%.

During the nine months ended September 30, 2022, we recognized $6,767,816 in operating expenses compared to $6,007,496 for the prior period. The increase was in large part attributable to the research and development expense of $1,750,000 in the current period from the acquisition of a software developed by a third party.






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Derivative gain of $491,301 and expense of $3,098,381 results from the accounting for derivative financial instruments during the nine months ended September 30, 2022 and 2021, respectively.

The loss on debt extinguishment of $1,970,030 for the current period ended September 30, 2022 results from the exchange of accounts payable, financing arrangements and lease agreement balances as of September 30, 2022 for Series E Preferred Stock and shares of common stock .

Interest expense increased for the nine months ended September 30, 2022 compared to the prior period by $3,228,443. The increase comes largely from the amortization of debt discounts and default provisions on the Company's derivative securities.

During the nine months ended September 30, 2022, we recognized a net loss of $11,352,944 compared to $8,671,819 for the prior period. The difference was loss on debt conversions of $1,970,030 and increase on interest expense from debt discounts and default provisions as mentioned above slightly offset by the derivative expense of $3,098,381 in the prior year.

During the three months ended September 30, 2022, the Company amended its series A Preferred Stock which resulted in a deemed dividend of $39,866,742 from the difference between the fair value of the amended Series A Preferred Stock compared to what had been recorded on the books.

LIQUIDITY AND CAPITAL RESOURCES

We incurred $11,352,944 and $8,671,818, respectively, in losses, and we used $263,313 and $320,999, respectively, in cash for operations for the nine months ended September 30, 2022 and 2021. 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 or loss on extinguishment of debt and share-based compensation which totaled to a net $7,704,624 for 2022 and $4,456,370 for 2021.

In addition, we report increases and reductions in liabilities as uses of cash and deceases assets and increases in liabilities as sources of cash, together referred to as changes in operating assets and liabilities. For the nine months ended September 30, 2022, we had a net increase in our operating assets and liabilities of $3,385,007 primarily from an increase in accounts payable from lag of payments for accounts payable for cash flow considerations. For the nine months ended September 30, 2021 we had a net increase to our operating assets and liabilities of $3,894,450 for similar reasons.

Cash flows provided by and used in financing activities were $175,057 and $773,387, respectively, for the nine months ended September 30, 2022 and 2021, respectively. For the nine months ended September 30, 2022, these cash flows were generated from proceeds from convertible notes, loans and advances of $1,256,187 offset by payment on convertible loans, advances and factoring agreements of $1,391,580 and payments on amounts payable - related parties of $39,664. For the nine months ended September 30, 2021, cash flows from financing activities primarily came from proceeds from the sale of Common Stock and Series D Preferred Stock of $233,244 and $610,502, respectively, convertible notes, loans and advances of $1,961,685 offset by payments on convertible loans, advances and factoring agreements of $2,024,497.

Cash flows used in investing activities were $16,297 and $219,298, respectively, for the nine months ended September 30, 2022 and 2021 primarily related to the acquisition of property and equipment.

These factors raise substantial doubt about the ability of the Company to continue as a going concern for a period of one year from the issuance of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

In December 2019, COVID-19 emerged and has subsequently spread worldwide. The World Health Organization has declared COVID-19 a pandemic resulting in federal, state and local governments and private entities mandating various restrictions, including travel restrictions, restrictions on public gatherings, stay at home orders and advisories and quarantining of people who may have been exposed to the virus. After close monitoring and responses and guidance from federal, state and local governments, in an effort to mitigate the spread of COVID-19, around March 18, 2020 for a period of time, the Company closed its Blue Collar office in Los Angeles and its TPT SpeedConnect offices in Michigan, Idaho and Arizona. Most employees were working remotely, however this is not possible with certain employees and all subcontractors that work for Blue Collar. The Company continues to monitor developments, including government requirements and recommendations at the national, state, and local level to evaluate possible extensions to all or part of such closures.

The Company has taken advantage of the stimulus offerings and received $1,402,700 in PPP loans. All of these PPP loans were forgiven in the year ended December 31, 2021. The Company is also in the process of trying to raise debt and equity financing, some of which may have to be used for working capital shortfalls if revenues continue to decline.

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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Ongoing Assessment of the Impact of COVID-19

Companies have undertaken and are generally in the process of making a diverse range of operational adjustments in response to the effects of COVID-19. These adjustments are numerous and include a transition to telework; supply chain and distribution adjustments; and suspending or modifying certain operations to comply with health and safety guidelines to protect employees, contractors, and customers, including in connection with a transition back to the workplace. These types of adjustments may have an effect on a company that would be material to an investment or voting decision, and affected companies should carefully consider their obligations to disclose this information to investors. Companies also are undertaking a diverse and sometimes complex range of financing activities in response to the effects of COVID-19 on their businesses and markets. These activities may involve obtaining and utilizing credit facilities, accessing public and private markets, implementing supplier finance programs, and negotiating new or modified customer payment terms. The SEC has required a discussion of COVID-19 related considerations, specific facts and circumstances and make disclosures to address the following questions;





·       What are the material operational challenges that management and the Board
        of Directors are monitoring and evaluating?

    ·   We have been challenged by the gathering restrictions under state and
        local rules and lack of events due to cancellation specifically related to
        our Blue Collar operations.

        How and to what extent have you altered your operations, such as
·       implementing health and safety policies for employees, contractors, and
        customers, to deal with these challenges, including challenges related to
        employees returning to the workplace?

    ·   We have allowed our employees to work from home and are using contract
        service providers where appropriate. Blue Collar was completely shut down
        for a period of time but has implemented health and safety policies for
        employees, contractors and customers to be able to resume some of their
        operations.

·       How are the changes impacting or reasonably likely to impact your
        financial condition and short- and long-term liquidity?

    ·   The changes had impaired our Blue Collar operations significantly in the
        prior years but which operations seem to be rebounding.

·       How is your overall liquidity position and outlook evolving?

    ·   We have raised limited funds to help our liquidity position but hope our
        outlook is bright primarily through financing opportunities.

        To the extent COVID-19 is adversely impacting your revenues, consider
        whether such impacts are material to your sources and uses of funds, as
·       well as the materiality of any assumptions you make about the magnitude
        and duration of COVID-19's impact on your revenues. Are any decreases in
        cash flow from operations having a material impact on your liquidity
        position and outlook?

    ·   COVID-19 reduced our historical revenues in the past. The bans on events
        and gatherings were very material to our Blue Collar operations.

·       Have you accessed revolving lines of credit or raised capital in the
        public or private markets to address your liquidity needs?

    ·   We have raised some funds through financing opportunities described
        herein.

        Have COVID-19 related impacts affected your ability to access your
·       traditional funding sources on the same or reasonably similar terms as
        were available to you in recent periods?

    ·   No.

·       Have you provided additional collateral, guarantees, or equity to obtain
        funding?

    ·   No.

·       Have there been material changes in your cost of capital?

    ·   No.





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·       How has a change, or a potential change, to your credit rating impacted
        your ability to access funding?

    ·   No.

        Do your financing arrangements contain terms that limit your ability to
·       obtain additional funding? If so, is the uncertainty of additional funding
        reasonably likely to result in your liquidity decreasing in a way that
        would result in you being unable to maintain current operations?

    ·   No.

·       Are you at material risk of not meeting covenants in your credit and other
        agreements?

    ·   No.

        If you include metrics, such as cash burn rate or daily cash use, in your
·       disclosures, are you providing a clear definition of the metric and
        explaining how management uses the metric in managing or monitoring
        liquidity?

    ·   Not Applicable.

·       Are there estimates or assumptions underlying such metrics the disclosure
        of which is necessary for the metric not to be misleading?

    ·   No.

·       Have you reduced your capital expenditures and if so, how?

    ·   No.

·       Have you reduced or suspended share repurchase programs or dividend
        payments?

    ·   No.

·       Have you ceased any material business operations or disposed of a material
        asset or line of business?

    ·   No.

·       Have you materially reduced or increased your human capital resource
        expenditures?

    ·   Yes, we previously reduced staff for Blue Collar and are using more
        contractors for current work.

·       Are any of these measures temporary in nature, and if so, how long do you
        expect to maintain them?

    ·   These measures were temporary and are starting to be changed.

·       What factors will you consider in deciding to extend or curtail these
        measures?

    ·   We are opening up and allow operations as much as possible.

        What is the short- and long-term impact of these reductions on your
·       ability to generate revenues and meet existing and future financial
        obligations?

    ·   There is no impact of these reductions upon our ability to generate
        revenues or meet financial obligations.

·       Are you able to timely service your debt and other obligations?

    ·   Yes, for most debt instruments.

        Have you taken advantage of available payment deferrals, forbearance
·       periods, or other concessions? What are those concessions and how long
        will they last?

    ·   Yes.

·       Do you foresee any liquidity challenges once those accommodations end?

    ·   Possibly, if creditors demand all deferrals at once rather than payment
        over time as indicated.





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        Have you altered terms with your customers, such as extended payment terms
·       or refund periods, and if so, how have those actions materially affected
        your financial condition or liquidity?

    ·   We have not altered terms with customers.

·       Did you provide concessions or modify terms of arrangements as a landlord
        or lender that will have a material impact?

    ·   No.

        Have you modified other contractual arrangements in response to COVID-19
·       in such a way that the revised terms may materially impact your financial
        condition, liquidity, and capital resources?

    ·   Possibly, if creditors demand all deferrals at once rather than payment
        over time as indicated.

        Are you relying on supplier finance programs, otherwise referred to as
·       supply chain financing, structured trade payables, reverse factoring, or
        vendor financing, to manage your cash flow?

    ·   Yes.

·       Have these arrangements had a material impact on your balance sheet,
        statement of cash flows, or short- and long-term liquidity and if so, how?

    ·   No.

·       What are the material terms of the arrangements?

    ·   Most vendors situations now provide up to 30 days terms; but a good
        portion has now returned to normal payment terms.

·       Did you or any of your subsidiaries provide guarantees related to these
        programs?

    ·   No.

·       Do you face a material risk if a party to the arrangement terminates it?

    ·   No.

        What amounts payable at the end of the period relate to these
·       arrangements, and what portion of these amounts has an intermediary
        already settled for you?

    ·   There have been no settlements. Most related to up to 30 days with
        telecommunications vendors and payments are being included in planned cash
        flows.

        Have you assessed the impact material events that occurred after the end
        of the reporting period, but before the financial statements were issued,
·       have had or are reasonably likely to have on your liquidity and capital
        resources and considered whether disclosure of subsequent events in the
        financial statements and known trends or uncertainties in MD&A is
        required?

    ·   There are no material events occurring after the end of the reporting
        period but before financial statements were issued which would have any
        affect on liquidity or capital resources and there are no new trends or
        uncertainties needed to be disclosed.





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Government Assistance - The Coronavirus Aid, Relief, and Economic Security Act (CARES Act)

The CARES Act includes financial assistance for companies in the form of loans and tax relief in the form of deferred or reduced payments and potential refunds. Companies receiving federal assistance must consider the short- and long-term impact of that assistance on their financial condition, results of operations, liquidity, and capital resources, as well as the related disclosures and critical accounting estimates and assumptions. We have not received any financial assistance from the banks or any government agency.





·       How does a loan impact your financial condition, liquidity and capital
        resources?

    ·   We have no government loans, except PPP loans that have been forgiven.

·       What are the material terms and conditions of any assistance you received,
        and do you anticipate being able to comply with them?

    ·   PPP loans only and they have been forgiven.

·       Do those terms and conditions limit your ability to seek other sources of
        financing or affect your cost of capital?

    ·   No.

        Do you reasonably expect restrictions, such as maintaining certain
·       employment levels, to have a material impact on your revenues or income
        from continuing operations or to cause a material change in the
        relationship between costs and revenues?

    ·   No.

·       Once any such restrictions lapse, do you expect to change your operations
        in a material way?

    ·   No.

·       Are you taking advantage of any recent tax relief, and if so, how does
        that relief impact your short- and long-term liquidity?

    ·   We are using payroll tax deferrals allowed by the tax relief programs.

·       Do you expect a material tax refund for prior periods?

    ·   No.

        Does the assistance involve new material accounting estimates or judgments
·       that should be disclosed or materially change a prior critical accounting
        estimate?

    ·   No.

        What accounting estimates were made, such as the probability a loan will
·       be forgiven, and what uncertainties are involved in applying the related
        accounting guidance?

    ·   We have recognized forgiveness of all PPP loans.

A Company's Ability to Continue as a Going Concern

The SEC has advised that Management should consider whether conditions and events, taken as a whole, raise substantial doubt about the company's ability to meet its obligations as they become due within one year after the issuance of the financial statements. There is substantial doubt about a company's ability to continue as a going concern due to continuation of the COVID-19 pandemic and we make the following disclosure:





    ·   Are there conditions and events that give rise to the substantial doubt
        about the company's ability to continue as a going concern?

        Yes. There was concern about our ability to continue as a going concern
·       prior to COVID 19, however the continuation of COVID-19 restrictions may
        hamper Blue Collar from operating and generating revenues at full
        capacity.

    ·   For example, have you defaulted on outstanding obligations?

·       Yes, but not because of COVID-19.





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    ·   Have you faced labor challenges or a work stoppage?

·       No.

    ·   What are your plans to address these challenges?

·       At the point of allowing full operations for Blue Collar and film
        production companies to fully operate.

    ·   Have you implemented any portion of those plans?

·       No, it's a matter of allowing Blue Collar to fully operate and trying to
        raise money and fund operational plans.

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