Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 08, 2019 | |
Details | ||
Registrant CIK | 0001527702 | |
Fiscal Year End | --12-31 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2019 | |
Document Transition Report | false | |
Entity File Number | 000-55984 | |
Entity Registrant Name | iQSTEL Inc | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 45-2808620 | |
Entity Address, Address Line One | 300 Aragon Avenue, Suite 375 | |
Entity Address, City or Town | Coral Gables | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33134 | |
Entity Address, Address Description | Address of principal executive offices | |
City Area Code | 954 | |
Local Phone Number | 951-8191 | |
Phone Fax Number Description | Registrant’s telephone number | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 15,627,364 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Current Assets | ||
Cash | $ 80,486 | $ 4,570 |
Accounts receivable, net | 1,596,925 | 1,825,854 |
Due from related parties | 272,121 | 258,020 |
Prepaid and other current assets | 109,079 | 17,503 |
Total Current Assets | 2,058,611 | 2,105,947 |
Property and equipment, net | 265,826 | 285,107 |
TOTAL ASSETS | 2,324,437 | 2,391,054 |
Current Liabilities | ||
Bank overdraft | 0 | 82 |
Accounts payable | 1,038,781 | 1,390,048 |
Due to related parties | 40,631 | 23,193 |
Loans payable | 106,191 | 194,557 |
Loans payable - related parties | 90,787 | 90,787 |
Convertible notes | 508,876 | 63,205 |
Other current liabilities | 394,030 | 436,762 |
Derivative Liability, Current | 2,560,212 | 1,790,067 |
Total Current Liabilities | 4,739,508 | 3,988,701 |
Convertible notes - net of discount of $58,631 and $0 | 1,369 | 0 |
TOTAL LIABILITIES | 4,740,877 | 3,988,701 |
Stockholders' Deficit | ||
Preferred Stock, Value | 0 | 0 |
Common Stock, Value | 15,476 | 15,023 |
Additional paid in capital | 1,745,291 | 1,054,718 |
Accumulated deficit | (4,177,207) | (2,667,388) |
Total Stockholder's Deficit | (2,416,440) | (1,597,647) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 2,324,437 | $ 2,391,054 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) - Parenthetical - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Details | ||
Debt Instrument, Unamortized Discount, Current | $ 597,124 | $ 158,696 |
Debt Instrument, Unamortized Discount, Noncurrent | $ 58,631 | $ 0 |
Preferred Stock, Shares Authorized | 8,500,000 | 8,500,000 |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Shares Authorized | 2,000,000,000 | 2,000,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares, Issued | 15,475,916 | 15,022,650 |
Common Stock, Shares, Outstanding | 15,475,916 | 15,022,650 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Details | ||||
Revenues | $ 4,253,359 | $ 3,700,670 | $ 8,416,562 | $ 5,880,835 |
Cost of goods sold | 4,345,087 | 3,223,540 | 8,072,713 | 5,190,699 |
Gross profit | (91,728) | 477,130 | 343,849 | 690,136 |
Operating Expenses | ||||
General and administration | 341,553 | 334,749 | 532,060 | 458,725 |
Total operating expenses | 341,553 | 334,749 | 532,060 | 458,725 |
Operating income | (433,281) | 142,381 | (188,211) | 231,411 |
Other income (expense) | ||||
Other income | 0 | 9,968 | 2,600 | 9,968 |
Other expenses | (233) | 0 | (375) | (12,935) |
Interest expense | (511,125) | (100,515) | (776,162) | (157,569) |
Total other expense | (50,960) | (90,547) | (1,321,608) | (160,536) |
Change in fair value of derivative liabilities | 460,398 | 0 | (547,671) | 0 |
Net loss before provision for income taxes | (484,241) | 51,834 | (1,509,819) | 70,875 |
Income taxes | 0 | 0 | 0 | 0 |
Net income (loss) | $ (484,241) | $ 51,834 | $ (1,509,819) | $ 70,875 |
Basic and dilutive loss per common share | $ (0.03) | $ 0 | $ (0.10) | $ 0.01 |
Weighted average number of common shares outstanding | 15,357,689 | 13,717,518 | 15,199,517 | 12,409,011 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) | Common Stock | Additional Paid-in Capital | Retained Earnings | Total | Subscription Receivable |
Equity Balance, Starting at Dec. 31, 2017 | $ 11,086 | $ 737,429 | $ (563,227) | $ 185,288 | $ 0 |
Shares Outstanding, Starting at Dec. 31, 2017 | 11,085,965 | ||||
Common stock issued for conversion of debt, value | $ 1,185 | 58,615 | 0 | 59,800 | 0 |
Common stock issued for conversion of debt, shares | 1,184,849 | ||||
Debt forgiveness | $ 0 | 45,200 | 0 | 45,200 | 0 |
Net Income (Loss) | $ 0 | 0 | 19,041 | 19,041 | 0 |
Shares Outstanding, Ending at Mar. 31, 2018 | 12,270,814 | ||||
Equity Balance, Ending at Mar. 31, 2018 | $ 12,271 | 841,244 | (544,186) | 309,329 | 0 |
Common stock issued for conversion of debt, value | $ 1,481 | 73,519 | 0 | 75,000 | 0 |
Common stock issued for conversion of debt, shares | 1,481,061 | ||||
Stock Issued During Period, Value, Issued for Services | $ 75 | 149,925 | 0 | 150,000 | 0 |
Stock Issued During Period, Shares, Issued for Services | 75,000 | ||||
Stock issued for Recapitalization, value | $ 1,176 | (77,450) | 0 | (85,024) | (8,750) |
Stock issued for Recapitalization, shares | 1,175,724 | ||||
Net Income (Loss) | $ 0 | 0 | 51,834 | 51,834 | 0 |
Shares Outstanding, Ending at Jun. 30, 2018 | 15,002,599 | ||||
Equity Balance, Ending at Jun. 30, 2018 | $ 15,003 | 987,238 | (492,352) | 501,139 | $ (8,750) |
Equity Balance, Starting at Dec. 31, 2018 | $ 15,023 | 1,054,718 | (2,667,388) | (1,597,647) | |
Shares Outstanding, Starting at Dec. 31, 2018 | 15,022,650 | ||||
Stock Issued During Period, Value, Conversion of Convertible Securities, Net of Adjustments | $ 254 | 249,746 | 0 | 250,000 | |
Stock Issued During Period, Shares, Conversion of Convertible Securities | 254,074 | ||||
Capital contribution | $ 0 | 10,000 | 0 | 10,000 | |
Net Income (Loss) | $ 0 | 0 | (1,025,578) | (1,025,578) | |
Shares Outstanding, Ending at Mar. 31, 2019 | 15,276,724 | ||||
Equity Balance, Ending at Mar. 31, 2019 | $ 15,277 | 1,314,464 | (3,692,966) | (2,363,225) | |
Equity Balance, Starting at Dec. 31, 2018 | $ 15,023 | 1,054,718 | (2,667,388) | (1,597,647) | |
Shares Outstanding, Starting at Dec. 31, 2018 | 15,022,650 | ||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 453,266 | ||||
Shares Outstanding, Ending at Jun. 30, 2019 | 15,475,916 | ||||
Equity Balance, Ending at Jun. 30, 2019 | $ 15,476 | 1,745,291 | (4,177,207) | (2,416,440) | |
Equity Balance, Starting at Mar. 31, 2019 | $ 15,277 | 1,314,464 | (3,692,966) | (2,363,225) | |
Shares Outstanding, Starting at Mar. 31, 2019 | 15,276,724 | ||||
Stock Issued During Period, Value, Conversion of Convertible Securities, Net of Adjustments | $ 123 | 244,577 | 0 | 244,700 | |
Stock Issued During Period, Shares, Conversion of Convertible Securities | 122,857 | ||||
Capital contribution | $ 0 | 0 | 0 | 0 | |
Common stock issued for conversion of debt, value | $ 76 | 4,924 | 0 | 5,000 | |
Common stock issued for conversion of debt, shares | 76,335 | ||||
Resolution of derivative liabilities | $ 0 | 181,326 | 0 | 181,326 | |
Stock Issued During Period, Value, Issued for Services | $ 0 | 0 | 0 | 0 | |
Stock Issued During Period, Shares, Issued for Services | 0 | ||||
Net Income (Loss) | $ 0 | 0 | (484,241) | (484,241) | |
Shares Outstanding, Ending at Jun. 30, 2019 | 15,475,916 | ||||
Equity Balance, Ending at Jun. 30, 2019 | $ 15,476 | $ 1,745,291 | $ (4,177,207) | $ (2,416,440) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) | $ (1,509,819) | $ 70,875 |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock based compensation | 0 | 150,000 |
Depreciation and amortization | 19,281 | 3,275 |
Amortization of debt discount | 541,894 | 0 |
Change in fair value of derivative liabilities | 547,671 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 228,929 | (835,834) |
Accounts receivable - related party | (10,701) | 0 |
Other current assets | (91,576) | (48,961) |
Accounts payable | (351,267) | 527,742 |
Other current liabilities | (42,149) | (5,504) |
Net cash used in operating activities | (667,737) | (138,407) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Payment of loan receivable - related party | (10,000) | 0 |
Collection from loan receivable - related party | 10,000 | 0 |
Net cash used in investing activities | 0 | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Bank overdraft | (82) | 0 |
Proceeds from loans payable | 64,400 | 332,182 |
Repayments of loans payable | (171,302) | (326,436) |
Proceeds from loans payable - related parties | 46,438 | 800 |
Repayment of loans payable - related parties | (32,400) | (850) |
Contribution | 10,000 | 134,800 |
Proceeds from convertible notes | 1,048,500 | 0 |
Repayment of convertible notes | (221,901) | 0 |
Net cash provided by financing activities | 743,653 | 140,496 |
Net change in cash and cash equivalents | 75,916 | 2,089 |
Cash and Cash Equivalents, at Carrying Value, Beginning Balance | 4,570 | 23,266 |
Cash and Cash Equivalents, at Carrying Value, Ending Balance | 80,486 | 25,355 |
Supplemental cash flow information | ||
Cash paid for interest | 208,557 | 148,406 |
Cash paid for taxes | 0 | 0 |
Non-cash transactions: | ||
Derivative liabilities recognized as debt discount | 403,800 | 0 |
Related party debt forgiveness | 0 | 45,200 |
Common stock issued in conjunction with convertible notes | 494,700 | 0 |
Common stock issued for conversion of debt | $ 5,000 | $ 0 |
NOTE 1 -ORGANIZATION AND DESCRI
NOTE 1 -ORGANIZATION AND DESCRIPTION OF BUSINESS | 6 Months Ended |
Jun. 30, 2019 | |
Notes | |
NOTE 1 -ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 -ORGANIZATION AND DESCRIPTION OF BUSINESS Organization and Operations iQSTEL Inc. (iQSTEL, we, us, or the Company) was incorporated under the laws of the State of Nevada on June 24, 2011 under the name of PureSnax International, Inc. and changed its name to iQSTEL Inc. on August 7, 2018. The Company has been engaged in the business of telecommunication services as a wholesale carrier of voice and data for other telecom companies around the World with more than 150 active interconnection agreements with mobile companies, fix line companies and other wholesale carriers. |
NOTE 2 -SUMMARY OF SIGNIFICANT
NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2019 | |
Notes | |
NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Regulation S-X of the United States Securities and Exchange Commission (SEC). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the companys management, the accompanying unaudited interim financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the company as of June 30, 2019 and the results of operations and cash flows for the periods presented. The results of operations for the six months ended June 30, 2019 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited financial statements should be read in conjunction with the financial statements and related notes thereto included in the companys Annual Report on Form 10-K for the year ended December 31, 2018 filed with the SEC on April 10, 2019. Consolidation Policy For June 30, 2019, the consolidated financial statements of the Company include the accounts of the Company and its wholly owned subsidiary, Etelix.com USA, LLC. All significant intercompany balances and transactions have been eliminated in consolidation. Prior to June 25, 2018, the financial statements presented are those of Etelix. Use of Estimates The preparation of financial statements in conformity with GAAP in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments. Accounts Receivable and Allowance for Uncollectible Accounts Substantially all of the Companys accounts receivable balance is related to trade receivables. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Companys best estimate of the amount of probable credit losses in its existing accounts receivable. The Company reviews its allowance for doubtful accounts daily, past due balances over 60 days and a specified amount are reviewed individually for collectability. Account balances are charged off after all means of collection have been exhausted and the potential for recovery is considered remote. As of June 30, 2019 the Company had no valuation allowance for doubtful accounts for the Companys accounts receivable and recorded no bad debt expense. Concentrations of Credit Risk The Companys financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents and related party payables that it will likely incur in the near future. The Company places its cash and cash equivalents with financial institutions of high creditworthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. During the six months ended June 30, 2019 and 2018, eight customers represented 81% of our revenues and fourteen customers represented 81% of our revenues, respectively. Revenue Recognition The Company recognizes revenue from the sale of products in accordance with ASC 606, Revenue from Contracts with Customers. · · · · · The Company recognizes revenue related to monthly usage charges and other recurring charges during the period in which the telecommunication services are rendered. Provided that persuasive evidence of a sales arrangement existed, and collection was reasonably assured. Persuasive evidence of a sales arrangement existed upon execution of a written interconnection agreement. The Companys payment terms vary by clients. Lease The office lease meets the definition of a short-term lease because the lease term is 12 months or less. Consequently, consistent with Companys accounting policy election, the Company does not recognize the right-of-use asset and the lease liability arising from this lease. Reclassifications Certain prior year amounts have been reclassified to conform with the current year presentation. Recent Accounting Pronouncements Management has considered all recent accounting pronouncements issued since the last audit of our financial statements. The Companys management believes that these recent pronouncements will not have a material effect on the Companys financial statements. |
NOTE 3 - GOING CONCERN
NOTE 3 - GOING CONCERN | 6 Months Ended |
Jun. 30, 2019 | |
Notes | |
NOTE 3 - GOING CONCERN | NOTE 3 - GOING CONCERN The Companys financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company does not have significant cash, nor does it have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. In addition, as of June 30, 2019, the Company had a net loss of $1,509,819. These factors, among others, raise substantial doubt about the Companys ability 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. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish its business plan and eventually attain profitable operations. During the next year, the Companys foreseeable cash requirements will relate to continual development of the operations of its business, maintaining its good standing and marketing expenses. The Company may experience a cash shortfall and be required to raise additional capital. Historically, the Company has relied upon funds from its stockholders. Management may raise additional capital through future public or private offerings of the Companys stock or through loans from private investors, although there can be no assurance that it will be able to obtain such financing. The Companys failure to do so could have a material and adverse effect upon its operations and its stockholders. |
NOTE 4 - PREPAID AND OTHER CURR
NOTE 4 - PREPAID AND OTHER CURRENT ASSETS | 6 Months Ended |
Jun. 30, 2019 | |
Notes | |
NOTE 4 - PREPAID AND OTHER CURRENT ASSETS | NOTE 4 PREPAID AND OTHER CURRENT ASSETS Prepaid and other current assets at June 30, 2019 and December 31, 2018 consist of the following: June 30, December 31, 2019 2018 Advance payment to suppliers $ 6,600 $ 11,310 Other receivable 34,039 500 Prepaid expenses 17,840 5,093 Tax receivable 600 600 Prepayment for acquisition 50,000 - $ 109,079 $ 17,503 |
NOTE 5 - FIXED ASSETS, NET
NOTE 5 - FIXED ASSETS, NET | 6 Months Ended |
Jun. 30, 2019 | |
Notes | |
NOTE 5 - FIXED ASSETS, NET | NOTE 5 FIXED ASSETS, NET Fixed assets, net at June 30, 2019 and December 31, 2018 consist of the following: June 30, December 31, 2019 2018 Telecommunication equipment $ 245,686 $ 245,686 Telecommunication software 400,903 400,903 Total fixed assets 646,589 646,589 Accumulated depreciation and amortization (380,763) (361,482) Total Fixed assets $ 265,826 $ 285,107 Depreciation expense for the six months ended June 30, 2019 and 2018 amounted to $19,281 and $3,275, respectively. |
NOTE 6 -LOANS PAYABLE
NOTE 6 -LOANS PAYABLE | 6 Months Ended |
Jun. 30, 2019 | |
Notes | |
NOTE 6 -LOANS PAYABLE | NOTE 6 LOANS PAYABLE Loans payable at June 30, 2019 and December 31, 2018 consist of the following: June 30, December 31, Interest 2019 2018 Term rate Complete Business Solutions_3 $ - $ 80,994 Note was issued on April 13, 2018 and due on March 9, 2019 33.3% Green Capital Funding_2 89 89 Note was issued on October 1, 2018 and due on February 27, 2019 31.5% Unique Funding Solutions_2 2,000 9,000 Note was issued on October 12, 2018 and due on January 17, 2019 28.6% Green Note Capital Partner 11,135 18,278 Note was issued on October 22, 2018 and due on February 22, 2019 28.6% Queen Funding LLC - 17,083 Note was issued on November 29, 2018 and due on March 13, 2019 31.5% Green Capital Funding_3 10,614 69,113 Note was issued on December 20, 2018 and due on May 15, 2019 31.5% Leonite Capital LLC 82,353 - Note was issued on May 22, 2019 and due on Demand. Note is guaranteed by the Company CEO. Higher of 14% and WSJ Prime rate plus 10% Total 106,191 194,557 Less: Current portion of loans payable 106,191 194,557 Long-term loans payable $ - $ - During the six months ended June 30, 2019 and 2018, the Company borrowed $82,353, and $332,182, which includes original issue discount and financing cost of $17,953 and $0, respectively, and repaid the principal amount of $171,302 and $326,436 and interest expense of $88,551 and $148,406, respectively. During the six months ended June 30, 2019 and 2018, the Company recognized amortization of discount, included in interest expense, of $17,953 and $0, respectively. |
NOTE 7 - OTHER CURRENT LIABILIT
NOTE 7 - OTHER CURRENT LIABILITIES | 6 Months Ended |
Jun. 30, 2019 | |
Notes | |
NOTE 7 - OTHER CURRENT LIABILITIES | NOTE 7 OTHER CURRENT LIABILITIES Other current liabilities at June 30, 2019 and December 31, 2018 consist of the following: June 30, December 31, 2019 2018 Accrued liabilities $ 237,427 $ 361,779 Credit card 14,937 14,647 Accrued interest 30,435 4,905 Salary payable management (see Note 11) 111,231 55,431 $ 394,030 $ 436,762 |
NOTE 8 - CONVERTIBLE LOANS
NOTE 8 - CONVERTIBLE LOANS | 6 Months Ended |
Jun. 30, 2019 | |
Notes | |
NOTE 8 - CONVERTIBLE LOANS | NOTE 8 - CONVERTIBLE LOANS At June 30, 2019 and December 31, 2018, convertible loans consisted of the following: June 30, December 31, 2019 2018 Promissory notes Issued in fiscal year 2018, with variable conversion features $ - $ 221,901 Promissory notes Issued in fiscal year 2019, with variable conversion features 1,166,000 - Total convertible notes payable 1,166,000 221,901 Less: Unamortized debt discount (655,755) (158,696) Total convertible notes 510,245 63,205 Less: current portion of convertible notes 508,876 63,205 Long-term convertible notes $ 1,369 $ - During the six months ended June 30, 2019 and 2018, the Company recognized amortization of discount, included in interest expense, of $523,941 and $0, respectively. During the six months ended June 30, 2019 and 2018, the Company repaid notes of $221,901 and $0 and accrued interest including the prepayment penalty of $120,006 and $0, respectively. Conversion During the six months ended June 30, 2019, the Company converted notes with principal amounts of $5,000 into 76,335 shares of common stock. The corresponding derivative liability at the date of conversion of $181,326 was settled through additional paid in capital. Promissory Notes - Issued in fiscal year 2018 During the year ended December 31, 2018, the Company issued a total of $213,750 in notes with the following terms: · · · · Certain notes allow the Company to redeem the notes at rates ranging from 130% to 150% depending on the redemption date provided that no redemption is allowed after the 180th day. Likewise, the notes include financing costs totaling $12,250 and the Company received cash of $201,500. Promissory Notes - Issued in fiscal year 2019 During the six months ended June 30, 2019, the Company issued a total of $1,171,000 in notes with the following terms: · · · · The convertible notes were also provided with a total of 376,931 common shares and warrant to purchase up to 92,000 shares of common stock at exercise price of $2.5 per share for 3 years. Certain notes allow the Company to redeem the notes at rates ranging from 117% to 150% depending on the redemption date provided that no redemption is allowed after the 180th day. Likewise, the notes include financing costs totaling $122,500 and the Company received cash of $1,048,500. Derivative liabilities The Company determined that the conversion option in the note and the exercise feature of the warrants met the definition of a liability in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entitys Own Stock. The Company will bifurcate the embedded conversion option in the note once the note becomes convertible and account for it as a derivative liability. The Company valued the conversion features using the Black Scholes valuation model. The fair value of the derivative liability for all the note that became convertible for the year ended December 31, 2018 amounted to $896,593. $201,500 of the value assigned to the derivative liability was recognized as a debt discount to the notes while the balance of $695,093 was recognized as a day 1 derivative loss. The Company valued the conversion features of convertible notes and warrant using the Black Scholes valuation model. The fair value of the derivative liability for all the note and warrant that became convertible for the six months ended June 30, 2019 amounted to $2,583,990. $403,800 of the value assigned to the derivative liability was recognized as a debt discount to the notes while the balance of $2,180,190 was recognized as a day 1 derivative loss. Warrants A summary of activity during the six months ended June 30, 2019 follows: Warrants Outstanding Weighted Average Shares Exercise Price Outstanding, December 31, 2018 - $ - Granted 92,000 2.50 Exercised - - Forfeited/canceled - - Outstanding, June 30, 2019 92,000 $ 2.50 The following table summarizes information relating to outstanding and exercisable warrants as of June 30, 2019: Warrants Outstanding Warrants Exercisable Number of Shares Weighted Average Remaining Contractual life (in years) Weighted Average Exercise Price Number of Shares Weighted Average Exercise Price 92,000 3.40 $ 2.50 92,000 $ 2.50 |
NOTE 9 - DERIVATIVE LIABILITIES
NOTE 9 - DERIVATIVE LIABILITIES | 6 Months Ended |
Jun. 30, 2019 | |
Notes | |
NOTE 9 - DERIVATIVE LIABILITIES | NOTE 9 - DERIVATIVE LIABILITIES The Company analyzed the conversion option for derivative accounting consideration under ASC 815, Derivatives and Hedging, and hedging, and determined that the instrument should be classified as a liability since the conversion option becomes effective at issuance resulting in there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options. Fair Value Assumptions Used in Accounting for Derivative Liabilities. ASC 815 requires we assess the fair market value of derivative liability at the end of each reporting period and recognize any change in the fair market value as other income or expense item. The Company determined our derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the fair value as of June 30, 2019. The Black-Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each convertible note is estimated using the Black-Scholes valuation model. For the six months ended June 30, 2019, the estimated fair values of the liabilities measured on a recurring basis are as follows: Six months ended Year Ended June 30, 2019 December 31, 2018 Expected term 0.22 - 5.00 years 0.37 - 1.00 years Expected average volatility 4% - 491% 405% - 528% Expected dividend yield - - Risk-free interest rate 1.71% - 2.57% 2.24 - 2.71% The following table summarizes the changes in the derivative liabilities during the six months ended June 30, 2019: Fair Value Measurements Using Significant Observable Inputs (Level 3) Balance - December 31, 2018 $ 1,790,067 Addition of new derivatives recognized as debt discounts 403,800 Addition of new derivatives recognized as loss on derivatives 2,180,190 Settled on issuance of common stock (181,326) Gain on change in fair value of the derivative (1,632,519) Balance - June 30, 2019 $ 2,560,212 The aggregate loss on derivatives during the six months ended June 30, 2019 and 2018 was as follows; Six Months Ended June 30, 2019 2018 Addition of new derivatives recognized as loss on derivatives $ 2,180,190 $ - Gain on change in fair value of the derivative (1,632,519) - $ 547,671 $ - |
NOTE 10 - SHAREHOLDERS' EQUITY
NOTE 10 - SHAREHOLDERS' EQUITY | 6 Months Ended |
Jun. 30, 2019 | |
Notes | |
NOTE 10 - SHAREHOLDERS' EQUITY | NOTE 10 SHAREHOLDERS EQUITY The Companys authorized capital consists of 2,000,000,000 shares of common stock with a par value of $0.001 per share. During the six months ended June 30, 2019, the Company issued 453,266 shares of common stock as follows; · · As of June 30, 2019 and December 31, 2018, 15,475,916 and 15,022,650 shares of common stock were issued and outstanding, respectively. During the six months ended June 30, 2019, $10,000 was contributed to the Company and the Company recorded it as additional paid in capital. |
NOTE 11 - RELATED PARTY TRANSAC
NOTE 11 - RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2019 | |
Notes | |
NOTE 11 - RELATED PARTY TRANSACTIONS | NOTE 11 - RELATED PARTY TRANSACTIONS Loans payable related parties June 30, December 31, Interest 2019 2018 Term rate Alonso Van Der Biest $ 80,200 $ 80,200 Note was issued on June 12, 2015 and due on June 11, 2019 16.5% Alvaro Quintana 10,587 10,587 Note was issue on September 30, 2016 and due on September 29, 2019 0% Total 90,787 90,787 Less: Current portion of loans payable 90,787 90,787 Long-term loans payable $ - $ - During the six months ended June 30, 2019, the Company repaid interest expense of $7,414. Due from related parties During the six months ended June 30, 2019, the Company loaned $10,000 to a related party and collected $10,000. As of June 30, 2019, the Company recorded accounts receivable from a related party of $10,701, included in due from related parties. As of June 30, 2019 and December 31, 2018, the Company had due from related parties of $288,908 and $278,207, respectively. The loans are unsecured, non-interest bearing and due on demand. Due to related parties During the six months ended June 30, 2019, the Company borrowed $46,438 from CEO of the Company and repaid $32,400. As of June 30, 2019 and December 31, 2018, the Company had due to related parties of $40,631 and $23,193, respectively. The loans are unsecured, non-interest bearing and due on demand. Employment agreements On June 25, 2018, the Company entered into Employment Agreements with the following persons: (i) Leandro Iglesias as President, CEO and Chairperson of the Companys Board of Directors with an annual salary of $54,000; (ii) Juan Carlos Lopez Silva as Chief Commercial Officer with an annual salary of $54,000; and Alvaro Quintana Cardona as Chief Operating Officer and Chief Financial Officer with an annual salary of $30,000. The Employment Agreements have a term of 36 months, are renewable automatically for 24-month periods, unless the Company gives written notice at least 90 days prior to termination of the initial 36-month term. The Company shall have the right to terminate any of the employment agreements at any time without prior notice, but in that event, the Company shall pay these persons salaries and other benefits they are entitled to receive under their respective agreements for three years. On May 2, 2019, the Company entered into Employment Agreements with the following persons: (i) Leandro Iglesias as President, CEO and Chairperson of the Companys Board of Directors with an annual salary of $168,000 with an annual bonus of 3% of our net income; (ii) Juan Carlos Lopez Silva as Chief Commercial Officer with an annual salary of $120,000 with an annual bonus of 3% of our net income; and Alvaro Quintana Cardona as Chief Operating Officer and Chief Financial Officer with an annual salary of $144,000 with an annual bonus of 3% of our net income. The Employment Agreements have a term of 36 months, are renewable automatically for 24-month periods, unless the Company gives written notice at least 90 days prior to termination of the initial 36-month term. The Company shall have the right to terminate any of the employment agreements at any time without prior notice, but in that event, the Company shall pay these persons salaries and other benefits they are entitled to receive under their respective agreements for three years. The above executive officers agreed to two year non-compete and non-solicit restrictive covenants with the Company. If any of the executive officers are terminated for cause they shall forfeit any rights to severance. During the six months ended June 30, 2019 and 2018, the Company recorded management fees of $118,000 and $0 and paid $62,200 and $0, respectively. As at June 30, 2019 and December 31, 2018, the Company accrued management salaries of $111,231 and $55,431, respectively. |
NOTE 12 - COMMITMENTS AND CONTI
NOTE 12 - COMMITMENTS AND CONTIGENCIES | 6 Months Ended |
Jun. 30, 2019 | |
Notes | |
NOTE 12 - COMMITMENTS AND CONTIGENCIES | NOTE 12 COMMITMENTS AND CONTINGENCIES Leases and Long-term Contracts The Company has not entered into any long-term leases, contracts or commitments. Rent The Company leases office space at $1,200 per month with one-year term, starting July 1, 2018 and ending June 30, 2019. For the six months ended June 30, 2019 and 2018, the Company incurred $7,200 and $6,158, respectively. The Company leases facilities which the term is 12 months. For the six months ended June 30, 2019 and 2018, the Company incurred $13,000 and $0, respectively. |
NOTE 13 - SUBSEQUENT EVENTS
NOTE 13 - SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2019 | |
Notes | |
NOTE 13 - SUBSEQUENT EVENTS | NOTE 13 - SUBSEQUENT EVENTS Subsequent to June 30, 2019 and through the date that these financials were made available, the Company had the following subsequent events: On April 1, 2019, the Company entered into a Company Purchase Agreement (the Purchase Agreement) with Ralf Kohler (the Seller), which agreement provides for the Companys purchase of 51% of the equity and certain assets of SwissLink Carrier AG (SwissLink), a Swiss corporation. On August 7, 2019, having completed all conditions under the Purchase Agreement, the Company closed the transaction with Seller, and issued 187,500 shares to Seller for the 51% equity interest and certain assets in Swisslink and another 510 shares to Seller for 51% of the loan in Swisslink. On July 11, 2019, the Company issued a convertible note in the principal amount of $282,000. The convertible note has a term of six months, accrues interest at 12% annually and the balance outstanding thereunder is convertible into the Companys common stock at a price equal to 50% multiplied by the lowest trading price during the previous thirty days ending on the latest complete trading day prior to the conversion date. On July 19, 2019, the Company issued a convertible note in the principal amount of $36,000. The convertible note has a term of twelve months, accrues interest at 10% annually and the balance outstanding thereunder is convertible into the Companys common stock at a price equal to 50% multiplied by the lowest trading price during the previous twenty five days ending on the latest complete trading day prior to the conversion date. On July 22, 2019, the Company issued a convertible note in the principal amount of $112,750. The convertible note has a term of nine months, accrues interest at 12% annually and the balance outstanding thereunder is convertible into the Companys common stock at a price equal to 50% multiplied by the lowest trading price during the previous twenty five days ending on the latest complete trading day prior to the conversion date. On July 23, 2019, the Company issued a convertible note in the principal amount of $125,000. The convertible note has a term of twelve months, accrues interest at 12% annually and the balance outstanding thereunder is convertible into the Companys common stock at a price equal to 50% multiplied by the lowest trading price during the previous twenty five days ending on the latest complete trading day prior to the conversion date. |
NOTE 2 -SUMMARY OF SIGNIFICAN_2
NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Consolidation Policy (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Policies | |
Consolidation Policy | Consolidation Policy For June 30, 2019, the consolidated financial statements of the Company include the accounts of the Company and its wholly owned subsidiary, Etelix.com USA, LLC. All significant intercompany balances and transactions have been eliminated in consolidation. Prior to June 25, 2018, the financial statements presented are those of Etelix. |
NOTE 2 -SUMMARY OF SIGNIFICAN_3
NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Use of Estimates (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Policies | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments. |
NOTE 2 -SUMMARY OF SIGNIFICAN_4
NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Accounts Receivable and Allowance for Uncollectible Accounts (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Policies | |
Accounts Receivable and Allowance for Uncollectible Accounts | Accounts Receivable and Allowance for Uncollectible Accounts Substantially all of the Companys accounts receivable balance is related to trade receivables. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Companys best estimate of the amount of probable credit losses in its existing accounts receivable. The Company reviews its allowance for doubtful accounts daily, past due balances over 60 days and a specified amount are reviewed individually for collectability. Account balances are charged off after all means of collection have been exhausted and the potential for recovery is considered remote. As of June 30, 2019 the Company had no valuation allowance for doubtful accounts for the Companys accounts receivable and recorded no bad debt expense. |
NOTE 2 -SUMMARY OF SIGNIFICAN_5
NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Concentrations of Credit Risk (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Policies | |
Concentrations of Credit Risk | Concentrations of Credit Risk The Companys financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents and related party payables that it will likely incur in the near future. The Company places its cash and cash equivalents with financial institutions of high creditworthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. During the six months ended June 30, 2019 and 2018, eight customers represented 81% of our revenues and fourteen customers represented 81% of our revenues, respectively. |
NOTE 2 -SUMMARY OF SIGNIFICAN_6
NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Revenue Recognition (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Policies | |
Revenue Recognition | Revenue Recognition The Company recognizes revenue from the sale of products in accordance with ASC 606, Revenue from Contracts with Customers. · · · · · The Company recognizes revenue related to monthly usage charges and other recurring charges during the period in which the telecommunication services are rendered. Provided that persuasive evidence of a sales arrangement existed, and collection was reasonably assured. Persuasive evidence of a sales arrangement existed upon execution of a written interconnection agreement. The Companys payment terms vary by clients. |
NOTE 2 -SUMMARY OF SIGNIFICAN_7
NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Lease (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Policies | |
Lease | Lease The office lease meets the definition of a short-term lease because the lease term is 12 months or less. Consequently, consistent with Companys accounting policy election, the Company does not recognize the right-of-use asset and the lease liability arising from this lease. |
NOTE 2 -SUMMARY OF SIGNIFICAN_8
NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Reclassifications (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Policies | |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified to conform with the current year presentation. |
NOTE 2 -SUMMARY OF SIGNIFICAN_9
NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Recent Accounting Pronouncements (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Policies | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management has considered all recent accounting pronouncements issued since the last audit of our financial statements. The Companys management believes that these recent pronouncements will not have a material effect on the Companys financial statements. |
NOTE 4 - PREPAID AND OTHER CU_2
NOTE 4 - PREPAID AND OTHER CURRENT ASSETS: Schedule of Other Current Assets (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Tables/Schedules | |
Schedule of Other Current Assets | June 30, December 31, 2019 2018 Advance payment to suppliers $ 6,600 $ 11,310 Other receivable 34,039 500 Prepaid expenses 17,840 5,093 Tax receivable 600 600 Prepayment for acquisition 50,000 - $ 109,079 $ 17,503 |
NOTE 5 - FIXED ASSETS, NET_ Sch
NOTE 5 - FIXED ASSETS, NET: Schedule of Fixed Assets (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Tables/Schedules | |
Schedule of Fixed Assets | June 30, December 31, 2019 2018 Telecommunication equipment $ 245,686 $ 245,686 Telecommunication software 400,903 400,903 Total fixed assets 646,589 646,589 Accumulated depreciation and amortization (380,763) (361,482) Total Fixed assets $ 265,826 $ 285,107 |
NOTE 6 -LOANS PAYABLE_ Schedule
NOTE 6 -LOANS PAYABLE: Schedule of Loans Payable (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Tables/Schedules | |
Schedule of Loans Payable | June 30, December 31, Interest 2019 2018 Term rate Complete Business Solutions_3 $ - $ 80,994 Note was issued on April 13, 2018 and due on March 9, 2019 33.3% Green Capital Funding_2 89 89 Note was issued on October 1, 2018 and due on February 27, 2019 31.5% Unique Funding Solutions_2 2,000 9,000 Note was issued on October 12, 2018 and due on January 17, 2019 28.6% Green Note Capital Partner 11,135 18,278 Note was issued on October 22, 2018 and due on February 22, 2019 28.6% Queen Funding LLC - 17,083 Note was issued on November 29, 2018 and due on March 13, 2019 31.5% Green Capital Funding_3 10,614 69,113 Note was issued on December 20, 2018 and due on May 15, 2019 31.5% Leonite Capital LLC 82,353 - Note was issued on May 22, 2019 and due on Demand. Note is guaranteed by the Company CEO. Higher of 14% and WSJ Prime rate plus 10% Total 106,191 194,557 Less: Current portion of loans payable 106,191 194,557 Long-term loans payable $ - $ - |
NOTE 7 - OTHER CURRENT LIABIL_2
NOTE 7 - OTHER CURRENT LIABILITIES: Schedule of Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Tables/Schedules | |
Schedule of Other Current Liabilities | June 30, December 31, 2019 2018 Accrued liabilities $ 237,427 $ 361,779 Credit card 14,937 14,647 Accrued interest 30,435 4,905 Salary payable management (see Note 11) 111,231 55,431 $ 394,030 $ 436,762 |
NOTE 8 - CONVERTIBLE LOANS_ Sch
NOTE 8 - CONVERTIBLE LOANS: Schedule of convertible loans (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Tables/Schedules | |
Schedule of convertible loans | June 30, December 31, 2019 2018 Promissory notes Issued in fiscal year 2018, with variable conversion features $ - $ 221,901 Promissory notes Issued in fiscal year 2019, with variable conversion features 1,166,000 - Total convertible notes payable 1,166,000 221,901 Less: Unamortized debt discount (655,755) (158,696) Total convertible notes 510,245 63,205 Less: current portion of convertible notes 508,876 63,205 Long-term convertible notes $ 1,369 $ - |
NOTE 8 - CONVERTIBLE LOANS_ S_2
NOTE 8 - CONVERTIBLE LOANS: Schedule of Warrants Activity (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Tables/Schedules | |
Schedule of Warrants Activity | Warrants Outstanding Weighted Average Shares Exercise Price Outstanding, December 31, 2018 - $ - Granted 92,000 2.50 Exercised - - Forfeited/canceled - - Outstanding, June 30, 2019 92,000 $ 2.50 |
NOTE 8 - CONVERTIBLE LOANS_ S_3
NOTE 8 - CONVERTIBLE LOANS: Schedule of outstanding and exercisable warrants (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Tables/Schedules | |
Schedule of outstanding and exercisable warrants | Warrants Outstanding Warrants Exercisable Number of Shares Weighted Average Remaining Contractual life (in years) Weighted Average Exercise Price Number of Shares Weighted Average Exercise Price 92,000 3.40 $ 2.50 92,000 $ 2.50 |
NOTE 9 - DERIVATIVE LIABILITI_2
NOTE 9 - DERIVATIVE LIABILITIES: Schedule of Fair Value Measurement of Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Tables/Schedules | |
Schedule of Fair Value Measurement of Liabilities | Six months ended Year Ended June 30, 2019 December 31, 2018 Expected term 0.22 - 5.00 years 0.37 - 1.00 years Expected average volatility 4% - 491% 405% - 528% Expected dividend yield - - Risk-free interest rate 1.71% - 2.57% 2.24 - 2.71% |
NOTE 9 - DERIVATIVE LIABILITI_3
NOTE 9 - DERIVATIVE LIABILITIES: Schedule of Fair Value Measurements Using Significant Observable Inputs (Level 3) (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Tables/Schedules | |
Schedule of Fair Value Measurements Using Significant Observable Inputs (Level 3) | Fair Value Measurements Using Significant Observable Inputs (Level 3) Balance - December 31, 2018 $ 1,790,067 Addition of new derivatives recognized as debt discounts 403,800 Addition of new derivatives recognized as loss on derivatives 2,180,190 Settled on issuance of common stock (181,326) Gain on change in fair value of the derivative (1,632,519) Balance - June 30, 2019 $ 2,560,212 |
NOTE 9 - DERIVATIVE LIABILITI_4
NOTE 9 - DERIVATIVE LIABILITIES: Schedule of loss on derivative liability included in Income Statement (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Tables/Schedules | |
Schedule of loss on derivative liability included in Income Statement | Six Months Ended June 30, 2019 2018 Addition of new derivatives recognized as loss on derivatives $ 2,180,190 $ - Gain on change in fair value of the derivative (1,632,519) - $ 547,671 $ - |
NOTE 11 - RELATED PARTY TRANS_2
NOTE 11 - RELATED PARTY TRANSACTIONS: Schedule of Related Party Loans Payable (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Tables/Schedules | |
Schedule of Related Party Loans Payable | June 30, December 31, Interest 2019 2018 Term rate Alonso Van Der Biest $ 80,200 $ 80,200 Note was issued on June 12, 2015 and due on June 11, 2019 16.5% Alvaro Quintana 10,587 10,587 Note was issue on September 30, 2016 and due on September 29, 2019 0% Total 90,787 90,787 Less: Current portion of loans payable 90,787 90,787 Long-term loans payable $ - $ - |
NOTE 1 -ORGANIZATION AND DESC_2
NOTE 1 -ORGANIZATION AND DESCRIPTION OF BUSINESS (Details) | 6 Months Ended |
Jun. 30, 2019 | |
Details | |
Entity Incorporation, State or Country Code | NV |
Entity Incorporation, Date of Incorporation | Jun. 24, 2011 |
Entity Information, Former Legal or Registered Name | PureSnax International, Inc. |
NOTE 3 - GOING CONCERN (Details
NOTE 3 - GOING CONCERN (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Details | ||||
Net income (loss) | $ (484,241) | $ 51,834 | $ (1,509,819) | $ 70,875 |
NOTE 4 - PREPAID AND OTHER CU_3
NOTE 4 - PREPAID AND OTHER CURRENT ASSETS: Schedule of Other Current Assets (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Details | ||
Other Current Assets, Advance payment to suppliers | $ 6,600 | $ 11,310 |
Other Current Assets, Other receivable | 34,039 | 500 |
Other Current Assets, Prepaid expenses | 17,840 | 5,093 |
Other Current Assets, Tax receivable | 600 | 600 |
Prepayment for acquisition | 50,000 | 0 |
Other Current Assets | $ 109,079 | $ 17,503 |
NOTE 5 - FIXED ASSETS, NET_ S_2
NOTE 5 - FIXED ASSETS, NET: Schedule of Fixed Assets (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Details | ||
Fixed Assets, Telecommunication equipment | $ 245,686 | $ 245,686 |
Fixed Assets, Telecommunication software | 400,903 | 400,903 |
Fixed Assets, Total fixed assets | 646,589 | 646,589 |
Fixed Assets, Accumulated depreciation and amortization | (380,763) | (361,482) |
Fixed Assets, Total Fixed assets | $ 265,826 | $ 285,107 |
NOTE 6 -LOANS PAYABLE_ Schedu_2
NOTE 6 -LOANS PAYABLE: Schedule of Loans Payable (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2018 | |
Long-term Debt | $ 106,191 | $ 194,557 |
Less: Current portion of loans payable | 106,191 | 194,557 |
Long-term loans payable | 0 | 0 |
Complete Business Solutions_3 | ||
Long-term Debt | $ 0 | 80,994 |
Term | Note was issued on April 13, 2018 and due on March 9, 2019 | |
Debt Instrument, Interest Rate, Stated Percentage | 33.30% | |
Green Capital Funding_2 | ||
Long-term Debt | $ 89 | 89 |
Term | Note was issued on October 1, 2018 and due on February 27, 2019 | |
Debt Instrument, Interest Rate, Stated Percentage | 31.50% | |
Unique Funding Solutions_2 | ||
Long-term Debt | $ 2,000 | 9,000 |
Term | Note was issued on October 12, 2018 and due on January 17, 2019 | |
Debt Instrument, Interest Rate, Stated Percentage | 28.60% | |
Green Note Capital Partner | ||
Long-term Debt | $ 11,135 | 18,278 |
Term | Note was issued on October 22, 2018 and due on February 22, 2019 | |
Debt Instrument, Interest Rate, Stated Percentage | 28.60% | |
Queen Funding LLC | ||
Long-term Debt | $ 0 | 17,083 |
Term | Note was issued on November 29, 2018 and due on March 13, 2019 | |
Debt Instrument, Interest Rate, Stated Percentage | 31.50% | |
Green Capital Funding_3 | ||
Long-term Debt | $ 10,614 | 69,113 |
Term | Note was issued on December 20, 2018 and due on May 15, 2019 | |
Debt Instrument, Interest Rate, Stated Percentage | 31.50% | |
Leonite Capital LLC | ||
Long-term Debt | $ 82,353 | $ 0 |
Term | Note was issued on May 22, 2019 and due on Demand. Note is guaranteed by the Company’ CEO. |
NOTE 6 -LOANS PAYABLE (Details)
NOTE 6 -LOANS PAYABLE (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Details | ||
Repayments of Other Debt | $ 171,302 | $ 326,436 |
Interest Expense | $ 88,551 | $ 148,406 |
NOTE 7 - OTHER CURRENT LIABIL_3
NOTE 7 - OTHER CURRENT LIABILITIES: Schedule of Other Current Liabilities (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Details | ||
Other Current Liabilities, Accrued expenses | $ 237,427 | $ 361,779 |
Credit card | 14,937 | 14,647 |
Other Current Liabilities, Accrued interest | 30,435 | 4,905 |
Other Current Liabilities, Salary payable - management | 111,231 | 55,431 |
Other Current Liabilities | $ 394,030 | $ 436,762 |
NOTE 8 - CONVERTIBLE LOANS_ S_4
NOTE 8 - CONVERTIBLE LOANS: Schedule of convertible loans (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Convertible Debt | $ 1,166,000 | $ 221,901 |
Debt Instrument, Unamortized Discount | (655,755) | (158,696) |
Total convertible notes | 510,245 | 63,205 |
Less: current portion of convertible notes | 508,876 | 63,205 |
Long-term convertible notes | 1,369 | 0 |
Promissory notes - Issued in fiscal year 2018, with variable conversion features | ||
Convertible Debt | 0 | 221,901 |
Promissory notes - Issued in fiscal year 2019, with variable conversion features | ||
Convertible Debt | $ 1,166,000 | $ 0 |
NOTE 8 - CONVERTIBLE LOANS_ S_5
NOTE 8 - CONVERTIBLE LOANS: Schedule of Warrants Activity (Details) | 6 Months Ended |
Jun. 30, 2019$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance | shares | 92,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $ / shares | $ 2.50 |
Warrants | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Beginning Balance | shares | 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | shares | 92,000 |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ / shares | $ 2.50 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | shares | 0 |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ / shares | $ 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period | shares | 0 |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Expirations in Period, Weighted Average Exercise Price | $ / shares | $ 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance | shares | 92,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $ / shares | $ 2.50 |
NOTE 8 - CONVERTIBLE LOANS_ S_6
NOTE 8 - CONVERTIBLE LOANS: Schedule of outstanding and exercisable warrants (Details) | Jun. 30, 2019$ / sharesshares |
Details | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | shares | 92,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 3 years 4 months 24 days |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ / shares | $ 2.50 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | shares | 92,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ / shares | $ 2.50 |
NOTE 9 - DERIVATIVE LIABILITI_5
NOTE 9 - DERIVATIVE LIABILITIES: Schedule of Fair Value Measurement of Liabilities (Details) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Expected dividend yield | 0 | 0 |
Minimum | ||
Expected term | 2 months 19 days | 4 months 13 days |
Expected average volatility | 0.0400 | 4.0500 |
Risk-free interest rate | 0.0171 | 0.0224 |
Maximum | ||
Expected term | 5 years | 1 year |
Expected average volatility | 4.9100 | 5.2800 |
Risk-free interest rate | 0.0257 | 0.0271 |
NOTE 9 - DERIVATIVE LIABILITI_6
NOTE 9 - DERIVATIVE LIABILITIES: Schedule of Fair Value Measurements Using Significant Observable Inputs (Level 3) (Details) | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Details | |
Derivative Liabilities, Starting Balance | $ 1,790,067 |
Addition of new derivatives recognized as debt discounts | 403,800 |
Addition of new derivatives recognized as loss on derivatives | 2,180,190 |
Gain on change in fair value of the derivative | (1,632,519) |
Derivative Liabilities, Ending Balance | $ 2,560,212 |
NOTE 9 - DERIVATIVE LIABILITI_7
NOTE 9 - DERIVATIVE LIABILITIES: Schedule of loss on derivative liability included in Income Statement (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Details | ||
Addition of new derivatives recognized as loss on derivatives | $ 2,180,190 | $ 0 |
Gain on change in fair value of the derivative | (1,632,519) | 0 |
Loss on derivative liability | $ 547,671 | $ 0 |
NOTE 10 - SHAREHOLDERS' EQUITY
NOTE 10 - SHAREHOLDERS' EQUITY (Details) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | |
Common Stock, Shares Authorized | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 | |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | |
Common Stock, Shares, Issued | 15,475,916 | 15,475,916 | 15,022,650 | |
Common Stock | ||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 122,857 | 254,074 | 453,266 |
NOTE 11 - RELATED PARTY TRANS_3
NOTE 11 - RELATED PARTY TRANSACTIONS: Schedule of Related Party Loans Payable (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2018 | |
Due to Related Parties | $ 90,787 | $ 90,787 |
Less: Current portion of loans payable | 90,787 | 90,787 |
Long-term loans payable - related parties | 0 | 0 |
Alonso Van Der Biest | ||
Due to Related Parties | $ 80,200 | 80,200 |
Term | Note was issued on June 12, 2015 and due on June 11, 2019 | |
Debt Instrument, Interest Rate, Stated Percentage | 16.50% | |
Alvaro Quintana | ||
Due to Related Parties | $ 10,587 | $ 10,587 |
Term | Note was issue on September 30, 2016 and due on September 29, 2019 | |
Debt Instrument, Interest Rate, Stated Percentage | 0.00% |
NOTE 11 - RELATED PARTY TRANS_4
NOTE 11 - RELATED PARTY TRANSACTIONS (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Details | ||
Due to related parties | $ 40,631 | $ 23,193 |
Accrued Salaries, Current | $ 111,231 | $ 55,431 |
NOTE 12 - COMMITMENTS AND CON_2
NOTE 12 - COMMITMENTS AND CONTIGENCIES (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Details | ||
Payments for Rent | $ 7,200 | $ 6,158 |
NOTE 13 - SUBSEQUENT EVENTS (De
NOTE 13 - SUBSEQUENT EVENTS (Details) | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Event 1 | |
Subsequent Event, Date | Apr. 1, 2019 |
Subsequent Event, Description | Company entered into a Company Purchase Agreement (the “Purchase Agreement”) with Ralf Kohler (the “Seller”) |
Event 2 | |
Subsequent Event, Date | Aug. 7, 2019 |
Subsequent Event, Description | Company closed the transaction with Seller, and issued 187,500 shares to Seller |
Event 3 | |
Subsequent Event, Date | Jul. 11, 2019 |
Subsequent Event, Description | Company issued a convertible note in the principal amount of $282,000 |
Debt Instrument, Face Amount | $ 282,000 |
Debt Instrument, Interest Rate, Stated Percentage | 12.00% |
Event 4 | |
Subsequent Event, Date | Jul. 19, 2019 |
Subsequent Event, Description | Company issued a convertible note in the principal amount of $36,000 |
Debt Instrument, Face Amount | $ 36,000 |
Debt Instrument, Interest Rate, Stated Percentage | 10.00% |
Event 5 | |
Subsequent Event, Date | Jul. 22, 2019 |
Subsequent Event, Description | Company issued a convertible note in the principal amount of $112,750 |
Debt Instrument, Face Amount | $ 112,750 |
Debt Instrument, Interest Rate, Stated Percentage | 12.00% |
Event 6 | |
Subsequent Event, Date | Jul. 23, 2019 |
Subsequent Event, Description | Company issued a convertible note in the principal amount of $125,000 |
Debt Instrument, Face Amount | $ 125,000 |
Debt Instrument, Interest Rate, Stated Percentage | 12.00% |