Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | Jun. 24, 2020 | |
Details | ||
Registrant CIK | 0001527702 | |
Fiscal Year End | --12-31 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2020 | |
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 | 63,762,484 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Current Assets | ||
Cash and cash equivalents | $ 257,300 | $ 270,503 |
Accounts receivable, net | 2,391,685 | 2,759,164 |
Due from related parties | 286,884 | 316,860 |
Prepaid and other current assets | 96,720 | 91,970 |
Total Current Assets | 3,032,589 | 3,438,497 |
Property and equipment, net | 319,988 | 287,970 |
Goodwill | 1,455,960 | 1,455,960 |
Deferred tax assets | 421,414 | 420,519 |
TOTAL ASSETS | 5,229,951 | 5,602,946 |
Current Liabilities | ||
Accounts payable | 2,275,322 | 2,291,921 |
Due to related parties | 34,651 | 34,631 |
Loans payable, net of discount | 209,637 | 89,671 |
Loans payable - related parties | 1,889,531 | 1,885,708 |
Convertible notes | 1,979,012 | 1,251,096 |
Other current liabilities | 752,748 | 848,484 |
Derivative Liability, Current | 3,836,809 | 4,744,134 |
Total Current Liabilities | 10,977,710 | 11,145,645 |
Convertible notes - net of discount of $3,297 and $48,558 | 1,703 | 11,442 |
Loans payable | 170,172 | 178,021 |
TOTAL LIABILITIES | 11,366,097 | 11,373,361 |
Stockholders' Deficit | ||
Common Stock, Value | 45,983 | 18,008 |
Additional paid in capital | 6,759,303 | 3,240,528 |
Accumulated deficit | (12,015,747) | (8,125,257) |
Accumulated other comprehensive income | (1,853) | (181) |
Deficit attributed to stockholders of iQSTEL Inc. | (5,212,314) | (4,866,902) |
Deficit attributable to noncontrolling interests | (923,832) | (903,513) |
Total Shareholders' Deficit | (6,136,146) | (5,770,415) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 5,229,951 | 5,602,946 |
Employee benefits, non-current | $ 216,512 | $ 38,253 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) - Parenthetical - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Details | ||
Loans payable, unamortized discount | $ 6,176 | $ 0 |
Debt Instrument, Unamortized Discount, Current | 275,738 | 597,654 |
Debt Instrument, Unamortized Discount, Noncurrent | $ 3,297 | $ 48,558 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares, Issued | 45,984,148 | 18,008,591 |
Common Stock, Shares, Outstanding | 45,984,148 | 18,008,591 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Details | ||
Revenues | $ 5,017,412 | $ 4,163,203 |
Cost of revenue | 5,178,553 | 3,727,626 |
Gross profit | (161,141) | 435,577 |
Operating expenses | ||
General and administration | 1,297,527 | 190,507 |
Total operating expenses | 1,297,527 | 190,507 |
Operating income (loss) | (1,458,668) | 245,070 |
Other income (expense) | ||
Other income | 15,917 | 2,600 |
Other expenses | (5,055) | (142) |
Interest expense | (801,374) | (265,037) |
Change in fair value of derivative liabilities | (1,660,023) | (1,008,069) |
Total other expense | (2,450,535) | (1,270,648) |
Net loss before provision for income taxes | (3,909,203) | (1,025,578) |
Income taxes | 0 | 0 |
Net loss | (3,909,203) | (1,025,578) |
Less: Net loss attributable to noncontrolling interests | (18,713) | 0 |
Net loss attributed to stockholders of iQSTEL Inc. | (3,890,490) | (1,025,578) |
Comprehensive loss | ||
Net loss | (3,909,203) | (1,025,578) |
Foreign currency adjustment | (3,278) | 0 |
Total comprehensive loss | (3,912,481) | (1,025,578) |
Less: Comprehensive loss attributable to noncontrolling interests | (20,319) | 0 |
Net comprehensive loss attributed to stockholders of iQSTEL Inc. | $ (3,892,162) | $ (1,025,578) |
Basic and diluted loss per common share | $ (0.13) | $ (0.07) |
Weighted average number of common shares outstanding | 30,808,984 | 15,039,588 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) | Common Stock | Additional Paid-in Capital | Retained Earnings | AOCI Attributable to Parent | Comprehensive Income | Noncontrolling Interest | Total |
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 | ||||||
Common stock issued for settlement of debt. Value | 0 | ||||||
Common stock issued for acquisition of Itsbchain LLC, Value | 0 | ||||||
Common stock issued in conjunction with convertible notes, Value | $ 254 | 249,746 | 0 | 250,000 | |||
Common stock issued in conjunction with convertible notes, Shares | 254,074 | ||||||
Capital contribution, Value | $ 0 | 10,000 | 0 | 10,000 | |||
Capital contribution, Shares | 0 | ||||||
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, 2019 | $ 18,008 | 3,240,528 | (8,125,257) | $ (181) | $ (4,866,902) | $ (903,513) | (5,770,415) |
Shares Outstanding, Starting at Dec. 31, 2019 | 18,008,591 | ||||||
Common stock issued for settlement of debt. Value | $ 4,309 | 198,191 | 0 | 0 | 202,500 | 0 | 202,500 |
Common stock issued for settlement of debt. Shares | 4,308,510 | ||||||
Stock Issued During Period, Value, Issued for Services | $ 4,173 | 445,861 | 0 | 0 | 450,034 | 0 | 450,034 |
Stock Issued During Period, Shares, Issued for Services | 4,173,000 | ||||||
Common stock issued for forbearance of debt, Value | $ 50 | 2,850 | 0 | 0 | 2,900 | 0 | 2,900 |
Common stock issued for forbearance of debt, Shares | 50,000 | ||||||
Common stock issued for conversion of debt, Value | $ 17,208 | 256,760 | 0 | 0 | 273,968 | 0 | 273,968 |
Common stock issued for conversion of debt, Shares | 17,208,350 | ||||||
Common stock issued for exercised cashless warrant. Value | $ 2,235 | (2,235) | 0 | 0 | 0 | 0 | 0 |
Common stock issued for exercised cashless warrant. Shares | 2,235,697 | ||||||
Common stock issued for acquisition of Itsbchain LLC, Value | $ 0 | 50,000 | 0 | 0 | 50,000 | 0 | 50,000 |
Common stock issued for acquisition of Itsbchain LLC, Shares | 0 | ||||||
Resolution of derivative liabilities, Value | $ 0 | 2,567,348 | 0 | 0 | 2,567,348 | 0 | 2,567,348 |
Foreign currency translation adjustments, Value | $ 0 | 0 | (1,672) | (1,672) | (1,606) | (3,278) | |
Foreign currency translation adjustments, Shares | 0 | ||||||
Net Income (Loss) | $ 0 | 0 | (3,890,490) | 0 | (3,890,490) | (18,713) | (3,909,203) |
Shares Outstanding, Ending at Mar. 31, 2020 | 45,984,148 | ||||||
Equity Balance, Ending at Mar. 31, 2020 | $ 45,983 | $ 6,759,303 | $ (12,015,747) | $ (1,853) | $ (5,212,314) | $ (923,832) | $ (6,136,146) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (3,909,203) | $ (1,025,578) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock based compensation | 500,034 | 0 |
Write-off of due from related party | 43,375 | 0 |
Depreciation and amortization | 13,425 | 12,557 |
Amortization of debt discount | 457,579 | 151,542 |
Change in fair value of derivative liabilities | 1,660,023 | 1,008,069 |
Prepayment and Default penalty | 48,729 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 359,756 | (27,760) |
Other current assets | (4,568) | (44,051) |
Accounts payable | (9,060) | (315,015) |
Other current liabilities | 298,026 | (80,913) |
Net cash used in operating activities | (541,884) | (321,149) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (45,280) | 0 |
Payment of due from related parties - related party | (13,399) | 0 |
Net cash used in investing activities | (58,679) | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Bank overdraft | 0 | (82) |
Proceeds from loans payable | 210,000 | 0 |
Repayments of loans payable | (98,646) | (95,142) |
Proceeds from loans payable - related parties | 182 | 21,438 |
Repayment of loans payable - related parties | (162) | (21,400) |
Contribution | 0 | 10,000 |
Proceeds from convertible notes | 810,000 | 586,000 |
Repayment of convertible notes | (334,500) | (113,151) |
Net cash provided by financing activities | 586,874 | 387,663 |
Effect of exchange rate changes on cash | 486 | 0 |
Net change in cash and cash equivalents | (13,203) | 66,514 |
Cash and Cash Equivalents, at Carrying Value, Beginning Balance | 270,503 | 4,570 |
Cash and Cash Equivalents, at Carrying Value, Ending Balance | 257,300 | 71,084 |
Supplemental cash flow information | ||
Cash paid for interest | 173,749 | 108,616 |
Cash paid for taxes | 0 | 0 |
Non-cash transactions: | ||
Derivative liabilities recognized as debt discount | 0 | 286,000 |
Common stock issued for acquisition of Itsbchain LLC, Value | 50,000 | 0 |
Common stock issued in conjunction with convertible notes | 0 | 250,000 |
Common stock issued for conversion of debt | 273,968 | 0 |
Stock Issued During Period, Value, Stock Options Exercised | 2,235 | 0 |
Resolution of derivative liabilities | 2,567,348 | 0 |
Common stock issued for settlement of debt. Value | $ 202,500 | $ 0 |
NOTE 1 -ORGANIZATION AND DESCRI
NOTE 1 -ORGANIZATION AND DESCRIPTION OF BUSINESS | 3 Months Ended |
Mar. 31, 2020 | |
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 | 3 Months Ended |
Mar. 31, 2020 | |
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 Company’s 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 March 31, 2020 and the results of operations and cash flows for the periods presented. The results of operations for the three months ended March 31, 2020 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 Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on April 15, 2020. Consolidation Policy The consolidated financial statements of the Company include the accounts of the Company and its wholly owned subsidiaries, Etelix.com USA, LLC, SwissLink Carrier AG, ITSBCHAIN, LLC and QGLOBAL SMS, LLC. All significant intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with Generally Accepted Accounting Principles (“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. Foreign Currency Translation and Re-measurement The Company translates its foreign operations to U.S. dollar in accordance with ASC 830, “ Foreign Currency Matters The Company’s, Etelix’s, ITSBCHAIN, LLC’s and QGLOBAL SMS, LLC’s functional currency and reporting currency is the U.S. dollar, SwissLink’s functional currency is the Swiss Franc (“CHF”). The Company’s subsidiaries, whose functional currency is not the U.S. dollar, translate their records into U.S. dollar as follows: · · · Adjustments arising from such translations are included in accumulated other comprehensive income in shareholders’ equity. March 31, December 31, 2020 2019 Spot CHF: USD exchange rate $ 1.0355 $ 1.0333 Average CHF: USD exchange rate $ 1.0332 $ 1.0122 Accounts Receivable and Allowance for Uncollectible Accounts Substantially all of the Company’s 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 Company’s 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 March 31, 2020 and December 31, 2019, the Company had no valuation allowance for doubtful accounts for the Company’s accounts receivable and recorded no bad debt expense for the quarters ended March 31, 2020 and 2019. Concentrations of Credit Risk The Company’s 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 three months ended March 31, 2020, twelve customers represented 83% of our consolidated revenues. During the three months ended March 31, 2019, six customers represented 83% of our consolidated revenues. Revenue Recognition The Company recognizes revenue from telecommunication services 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 Company’s payment terms vary by clients. Lease Company leases office space for corporate and network monitoring activities and to house telecommunications equipment. In accordance with ASC 842, we determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities - current, and operating lease liabilities - noncurrent on the balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in our balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The office lease meets the definition of a short-term lease because the lease term is 12 months or less. Consequently, consistent with Company’s accounting policy election, the Company does not recognize the right-of-use asset and the lease liability arising from this lease. Retirement Benefit Costs Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due. Payments made to state-managed retirement benefit schemes are dealt with as payments to defined contribution schemes where the Company’s obligations under the schemes are equivalent to those arising in a defined contribution retirement benefit scheme. For defined benefit schemes, the cost of providing benefits is determined using the Projected Unit Credit Method, with actuarial valuations being carried out at each balance sheet date. Actuarial gains and losses are recognized in full in the period in which they occur. They are recognized outside the income statement and are presented in other comprehensive income. Past service cost is recognized immediately in the income statement in the period in which it occurs. The retirement benefit obligation recognized in the balance sheet represents the present value of the defined obligation as adjusted for unrecognized past service cost, and as reduced by the fair value of the scheme assets. Any asset resulting from this calculation is limited to past service cost, plus the present value of available refunds and reductions in future contributions to the scheme. 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 Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements. |
NOTE 3 - GOING CONCERN
NOTE 3 - GOING CONCERN | 3 Months Ended |
Mar. 31, 2020 | |
Notes | |
NOTE 3 - GOING CONCERN | NOTE 3 - GOING CONCERN The CompanyÂ’s 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, the Company incurred a net loss of $3,909,203 for the three months ended March 31, 2020 and has negative working capital as of March 31, 2020. These factors, among others, raise substantial doubt about the CompanyÂ’s 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 CompanyÂ’s 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 CompanyÂ’s stock or through loans from private investors, although there can be no assurance that it will be able to obtain such financing. The CompanyÂ’s 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 | 3 Months Ended |
Mar. 31, 2020 | |
Notes | |
NOTE 4 - PREPAID AND OTHER CURRENT ASSETS | NOTE 4 – PREPAID AND OTHER CURRENT ASSETS Prepaid and other current assets at March 31, 2020 and December 31, 2019 consist of the following: March 31, December 31, 2020 2019 Advance payment to suppliers $ 6,600 $ 6,600 Other receivable 85,579 78,936 Prepaid expenses 3,941 5,834 Tax receivable 600 600 $ 96,720 $ 91,970 |
NOTE 5 - PROPERTY AND EQUIPMENT
NOTE 5 - PROPERTY AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2020 | |
Notes | |
NOTE 5 - PROPERTY AND EQUIPMENT | NOTE 5 – PROPERTY AND EQUIPMENT Property and equipment at March 31, 2020 and December 31, 2019 consist of the following: March 31, December 31, 2020 2019 Telecommunication equipment $ 249,177 $ 249,169 Telecommunication software 481,580 436,124 Other equipment 8,515 8,497 Total property and equipment 739,272 693,790 Accumulated depreciation and amortization (419,284) (405,820) Total property and equipment, net $ 319,988 $ 287,970 Depreciation expense for the three months ended March 31, 2020 and 2019 amounted to $13,425 and $12,557, respectively. |
NOTE 6 - LOANS PAYABLE
NOTE 6 - LOANS PAYABLE | 3 Months Ended |
Mar. 31, 2020 | |
Notes | |
NOTE 6 - LOANS PAYABLE | NOTE 6 – LOANS PAYABLE Loans payable at March 31, 2020 and December 31, 2019 consist of the following: March 31, December 31, Interest 2020 2019 Term rate Unique Funding Solutions_2 $ 2,000 $ 2,000 Note was issued on October 12, 2018 and due on January 17, 2019 28.6% YES LENDER LLC - 25,500 Note was issued on October 17, 2019 and due on March 31, 2020 30.0% Complete Business Solutions_8 25,170 52,170 Note was issued on December 24, 2010 and due on June 09, 2020 26.0% Nicolas Arvelo 5,000 5,000 Note was issued on November 20, 2019 and due on May 20, 2020 12.0% Martin Mendoza Diaz 5,000 5,000 Note was issued on November 20, 2019 and due on May 20, 2020 12.0% Martus 99,611 99,399 Note was issued on October 23, 2018 and due on January 3, 2022 5.0% Swisspeers AG 70,561 78,623 Note was issued on April 8, 2019 and due on October 4, 2022 7.0% Apollo Management Group, Inc 63,158 - Note was issued on March 18, 2020 and due on August 18, 2020 12.0% Apollo Management Group, Inc 2 68,421 - Note was issued on March 25, 2020 and due on August 25, 2020 12.0% YES LENDER LLC 2 47,064 - Note was issued on January 8, 2020 and due on June 26, 2020 29.0% Total 385,985 267,692 Less: Unamortized debt discount (6,176) - Total loans payable 379,809 267,692 Less: Current portion of loans payable (209,637) (89,671) Long-term loans payable $ 170,172 $ 178,021 Loans payable to related parties at March 31, 2020 and December 31, 2019 consist of the following: March 31, December 31, Interest 2020 2019 Term rate Alonso Van Der Biest $ 80,200 $ 80,200 Note was issued on June 12, 2015 and due on June 11, 2019. Maturity was extended to December 31, 2020. 16.5% Alvaro Quintana 10,587 10,587 Note was issue on September 30, 2016 and due on September 29, 2019. Maturity was extended to December 31, 2020. 0% 49% of Shareholder of SwissLink 1,591,644 1,588,261 Note is due on demand 0% 49% of Shareholder of SwissLink 207,100 206,660 Note is due on demand 5% Total 1,889,531 1,885,708 Less: Current portion of loans payable – related parties 1,889,531 1,885,708 Long-term loans payable – related patties $ - $ - During the three months ended March 31, 2020 and 2019, the Company borrowed from third parties of $210,000 and $0, respectively, and repaid the principal amount of $98,646 and $95,142, respectively. During the three months ended March 31, 2020 and 2019, the Company recorded interest expense of $48,294 and $44,600, respectively. |
NOTE 7 - OTHER CURRENT LIABILIT
NOTE 7 - OTHER CURRENT LIABILITIES | 3 Months Ended |
Mar. 31, 2020 | |
Notes | |
NOTE 7 - OTHER CURRENT LIABILITIES | NOTE 7 – OTHER CURRENT LIABILITIES Other current liabilities at March 31, 2020 and December 31, 2019 consist of the following: March 31, December 31, 2020 2019 Accrued liabilities $ 32,196 $ 2,700 Credit card - 4,987 Accrued interest 471,040 365,345 Salary payable - management 163,131 268,231 Salary payable - other 5,500 - Employee benefit 50,061 192,288 Other current liabilities 30,820 14,933 $ 752,748 $ 848,484 |
NOTE 8 - CONVERTIBLE LOANS
NOTE 8 - CONVERTIBLE LOANS | 3 Months Ended |
Mar. 31, 2020 | |
Notes | |
NOTE 8 - CONVERTIBLE LOANS | NOTE 8 - CONVERTIBLE NOTES At March 31, 2020 and December 31, 2019, convertible loans consisted of the following: March 31, December 31, 2020 2019 Promissory notes – Issued in fiscal year 2019, with variable conversion features $ 1,359,750 $ 1,908,750 Promissory notes – Issued in fiscal year 2020, with variable conversion features 900,000 - Total convertible notes payable 2,259,750 1,908,750 Less: Unamortized debt discount (279,035) (646,212) Total convertible notes 1,980,715 1,262,538 Less: current portion of convertible notes 1,979,012 1,251,096 Long-term convertible notes $ 1,703 $ 11,442 During the three months ended March 31, 2020 and 2019, the Company recorded interest expense of $295,903 and $65,079 and recognized amortization of discount, included in interest expense, of $457,177 and $151,542, respectively. During the three months ended March 31, 2020 and 2019, the Company repaid notes of $334,500 and $113,151 and accrued interest of $138,415 and $60,200. Promissory Notes - Issued in fiscal year 2019 During the year ended December 31, 2019, the Company issued a total of $2,544,250 in notes with the following terms: · · · · The convertible notes were also provided with a total of 661,216 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 110% to 150% depending on the redemption date provided that no redemption is allowed after the 180th day. Likewise, the notes include original issue discount and financing costs totaling $278,000 and the Company received cash of $2,266,250. Promissory Notes - Issued in fiscal year 2020 During the three months ended March 31, 2020, the Company issued a total of $900,000 in notes with the following terms: · · · · Notes allow the Company to redeem the notes at rates ranging from 150% to 200% depending on the redemption date provided that no redemption is allowed after the 180th day. Likewise, the notes include original issue discount and financing costs totaling $90,000 and the Company received cash of $810,000. Derivative liabilities The Company determined that the conversion option in the note met the definition of a liability in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entity’s Own Stock The Company valued the conversion features of convertible notes and warrant using the Black Scholes valuation model. During the three months ended March 31, 2020, the fair value of the derivative liability for new notes was $0, as there were no notes that became convertible. 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 year ended December 31, 2019 amounted to $4,916,471. $1,313,350 of the value assigned to the derivative liability was recognized as a debt discount to the notes while the balance of $3,603,121 was recognized as a “day 1” derivative loss. Warrants A summary of activity during the three months ended March 31, 2020 follows: Warrants Outstanding Weighted Average Shares Exercise Price Outstanding, December 31, 2019 367,343 $ 0.48 Granted - - Reset 10,813,001 0.01 Cashless Exercised (2,847,010) 0.01 Forfeited/canceled - - Outstanding, March 31, 2020 8,333,334 $ 0.01 The reset feature of warrants associated with the convertible note was effective at the time that a separate convertible note with lower exercise price was issued. As a result of the reset features for warrant, the warrants increased by 10,813,001 at $0.0012 per share. We accounted for the issuance of the warrants as liability and recognize the derivative liability (Note 9). The following table summarizes information relating to outstanding and exercisable warrants as of March 31, 2020: 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 8,333,334 1.90 $ 0.01 8,333,334 $ 0.01 The intrinsic value of the warrants as of March 31, 2020 is $400,833. |
NOTE 9 - DERIVATIVE LIABILITIES
NOTE 9 - DERIVATIVE LIABILITIES | 3 Months Ended |
Mar. 31, 2020 | |
Notes | |
NOTE 9 - DERIVATIVE LIABILITIES | NOTE 9 - DERIVATIVE LIABILITIES The Company analyzed the conversion options for derivative accounting consideration under ASC 815, Derivatives and Hedging, and hedging 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 March 31, 2020 and December 31, 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. The estimated fair values of the liabilities measured on a recurring basis are as follows: Three Months Ended Year Ended March 31, December31, 2020 2019 Expected term 0.06 - 4.18 years 0.03 - 5.00 years Expected average volatility 361% - 550% 4% - 639% Expected dividend yield - - Risk-free interest rate 0.05% - 2.56% 1.44% - 2.57% The following table summarizes the changes in the derivative liabilities during the three months ended March 31, 2020: Fair Value Measurements Using Significant Observable Inputs (Level 3) Balance - December 31, 2019 $ 4,744,134 Settled on issuance of common stock (2,567,348) Change in fair value of the derivative 1,660,023 Balance - March 31, 2020 $ 3,836,809 The aggregate loss on derivatives during the three months ended March 31, 2020 and 2019 was as follows: Three Months Ended March 31, 2020 2019 Addition of new derivatives recognized as loss on derivatives $ - $ 1,530,692 Loss (Gain) on change in fair value of the derivative 1,660,023 (522,623) $ 1,660,023 $ 1,008,069 |
NOTE 10 - SHAREHOLDERS' EQUITY
NOTE 10 - SHAREHOLDERS' EQUITY | 3 Months Ended |
Mar. 31, 2020 | |
Notes | |
NOTE 10 - SHAREHOLDERS' EQUITY | NOTE 10 – STOCKHOLDERS’ EQUITY The Company’s authorized capital consists of 100,000,000 shares of common stock with a par value of $0.001 per share. During the three months ended March 31, 2020, the Company issued 27,975,557 shares of common stock, valued at fair market value on issuance as follows; · · · · · As of March 31, 2020 and December 31, 2019, 45,984,148 and 18,008,591 shares of common stock were issued and outstanding, respectively. |
NOTE 11 - RELATED PARTY TRANSAC
NOTE 11 - RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2020 | |
Notes | |
NOTE 11 - RELATED PARTY TRANSACTIONS | NOTE 11 - RELATED PARTY TRANSACTIONS Due from related party During the three months ended March 31, 2020, the Company loaned $13,399 to a related party who is a shareholder and a former director and wrote off amounts totaling $43,375. As of March 31, 2020 and December 31, 2019, the Company had due from related parties of $286,884 and $316,860, respectively. The amounts are unsecured, non-interest bearing and due on demand. Due to related parties During the three months ended March 31, 2020, the Company borrowed $182 from CFO of the Company and repaid $162, respectively. As of March 31, 2020 and December 31, 2019, the Company had due to related parties of $34,651 and $34,631, respectively. The amounts 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 Company’s 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 Company’s 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. On March 3, 2020, Oscar Brito resigned as a member of our Board of Directors. There was no known disagreement with Mr. Brito on any matter relating to our operations, policies or practices. The Company provided the severance package as follows; · · · · We also appointed Mr. Brito as an advisor to our Board of Directors and agreed to pay him $5,000 per month for such services. On March 16, 2020, our Board of Directors adopted a Director Compensation Plan that applies to members of our Board of Directors. Below are the features of the plan: · · · · During the three months ended March 31, 2020 and 2019, the Company recorded management fees of $126,000 and $34,500 and paid $28,600 and $13,700, respectively. During the three months ended March 31, 2020, the Company settled accrued salary – management of $202,500 and issued 4,308,510 shares issued. As at March 31, 2020 and December 31, 2019, the Company accrued management salaries of $163,131 and $268,231, respectively. |
NOTE 12 - COMMITMENTS AND CONTI
NOTE 12 - COMMITMENTS AND CONTIGENCIES | 3 Months Ended |
Mar. 31, 2020 | |
Notes | |
NOTE 12 - COMMITMENTS AND CONTIGENCIES | NOTE 12 – COMMITMENTS AND CONTIGENCIES Leases and Long-term Contracts The Company has not entered into any long-term leases, contracts or commitments. Lease The Company leases facilities which the term is 12 months. For the three months ended March 31, 2020 and 2019, the Company incurred $9,200 and 0, respectively. |
NOTE 13 - SEGMENT
NOTE 13 - SEGMENT | 3 Months Ended |
Mar. 31, 2020 | |
Notes | |
NOTE 13 - SEGMENT | NOTE 13 – SEGMENT At March 31, 2020, the Company operates in one industry segment, telecommunication services, and two geographic segments, USA and Switzerland, where current assets and equipment are located . Operating Activities The following table shows operating activities information by geographic segment for the three months ended March 31, 2020 and 2019: Three Months Ended March 31, 2020 USA Switzerland Elimination Total Revenues $ 3,820,533 1,198,117 $ (1,238) $ 5,017,412 Cost of revenue 4,121,183 1,058,608 (1,238) 5,178,553 Gross profit (300,650) 139,509 - (161,141) Operating expenses General and administration 1,132,092 165,435 - 1,297,527 Operating loss (1,432,742) (25,926) - (1,458,668) Other expense (2,438,271) (12,264) - (2,450,535) Net loss $ (3,871,013) $ (38,190) $ - $ (3,909,203) Three Months Ended March 31, 2019 USA Switzerland Elimination Total Revenues $ 4,163,203 - $ - $ 4,163,203 Cost of revenue 3,727,626 - - 3,727,626 Gross profit 435,577 - - 435,577 Operating expenses General and administration 190,507 - - 190,507 Operating income (loss) 245,070 - - 245,070 Other income (expense) (1,270,648) - - (1,270,648) Net loss $ (1,025,578) $ - $ - $ (1,025,578) As of August 7, 2019, having completed all conditions under the Purchase Agreement, the Company acquired SwissLink located in Switzerland. Asset Information The following table shows asset information by geographic segment at March 31, 2020 and December 31, 2019: USA Switzerland Elimination Total March 31, 2020 Assets Current assets $ 2,810,454 $ 1,043,130 $ (820,995) $ 3,032,589 Non-current assets $ 3,190,193 $ 495,684 $ (1,488,515) $ 2,197,362 Liabilities Current liabilities $ 9,105,522 $ 2,693,183 $ (820,995) $ 10,977,710 Non-current liabilities $ 1,703 $ 386,684 $ - $ 388,387 USA Switzerland Elimination Total December 31, 2019 Assets Current assets $ 3,073,654 $ 1,174,856 $ (810,013) $ 3,438,497 Non-current assets $ 3,146,894 $ 456,070 $ (1,438,515) $ 2,164,449 Liabilities Current liabilities $ 9,041,421 $ 2,914,237 $ (810,013) $ 11,145,645 Non-current liabilities $ 11,442 $ 216,274 $ - $ 227,716 |
NOTE 14 - SUBSEQUENT EVENTS
NOTE 14 - SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2020 | |
Notes | |
NOTE 14 - SUBSEQUENT EVENTS | NOTE 14 - SUBSEQUENT EVENTS Subsequent to March 31, 2020 and through the date that these financials were made available, the Company had the following subsequent events: Between April 01, 2020 and May 06, 2020 issued several promissory notes. These notes are non-convertible have different terms, accrues interest at 12% annually, which details are shown below. Issue Date Principal Amount Maturity Date 4/1/2020 66,315.79 10/1/2020 4/2/2020 73,684.21 10/2/2020 4/7/2020 36,842.11 10/7/2020 4/15/2020 84,210.53 10/14/2020 4/20/2020 94,736.84 5/20/2020 4/22/2020 31,578.95 5/22/2020 5/6/2020 52,631.58 5/20/2020 On April 15, 2020, we entered into a Company Acquisition Agreement (the “Agreement”) with Francisco Bunt regarding the acquisition of 51% of the shares in loT Labs, LLC (“The Company”). The Company’s principal business activity is the sale of Short Messages (SMS) between USA and Mexico. We have agreed to pay a total of $180,000 for the 51% interest in the Company. The consideration shall occur with an installment of $60,000 on the date of the execution of the Agreement, followed by a second payment of $60,000 at Closing and a final payment of $60,000 that is set to occur 60 days following the Closing Date. Under the Agreement, Mr. Bunt has the right to request that any of the aforementioned payments be made in shares of our common stock, which the parties have agreed to value at $2.00 per share. The shares are subject to adjustment after 180 days and up to 360 days after issuance if our stock trades at less than $2.00 per share. The Agreement provides for a right of return to Mr. Bunt of the shares in the Company if we fail to make timely payments. We have also agreed to invest in the Company the sum of $500,000 that will be used by the Company to acquire loT Labs MX SAPI to make it a wholly owned subsidiary of the Company. In addition, we and Mr. Bunt have further agreed to finance the Company in order to cover its budget with $300,000, with us responsible for 51% of and Mr. Bunt responsible for 49% of that amount. On April 28, 2020, the Company issued a convertible note in the principal amount of $44,444.44. The convertible note has a term of twelve months, accrues interest at 12% annually and the balance outstanding thereunder is convertible into the Company’s common stock at a price equal to 40% multiplied by the lowest trading price during the previous thirty days ending on the latest complete trading day prior to the conversion date. On April 28, 2020, our majority owned subsidiary, QGlobal SMS, LLC (the “Buyer”), entered into a Company Acquisition Agreement (the “Purchase Agreement”) by and between the Buyer and the Jesus Vega (the “Seller”), which agreement provides for the purchase of 100% of the equity and certain assets of Alcyon Cloud SMS, S.a.S., registered with the Secretary of Information and Communication Technology in Colombia (the “Company”). The Company’s principal business activity is the sale of short messages (SMS) for the retail market. The parties plan to expand services from SMS to offer onmichannel products and services such as SMS, Emails, Rich Communications Services (RCS), Social Media Channels (WhatsApp Messenger, etc.), Web Real-Time Communication (WebRTC), VoIP (IP-PBX, SIP Trunking), ChatBots (Artificial Intelligence Based), SMS to Email and Email to SMS. The consideration for the acquisition consists of $25,000 USD, payable as follows: · · The Purchase Agreement may be terminated if either the Buyer or the Company are deemed economically unviable or bankrupt; if during due diligence process there is discovered a material impact on the valuation of the Company or the parties mutually agreed to terminate the Purchase Agreement. The Closing of the Purchase Agreement is scheduled for 90 days from execution, and is subject to conditions, which include the following: · · · The Purchase Agreement contains customary representations and warranties of the parties, including, among others, with respect to corporate organization, capitalization, corporate authority, financial statements and compliance with applicable laws. The representations and warranties of each party set forth in the Purchase Agreement were made solely for the benefit of the other parties to the Purchase Agreement, and investors are not third-party beneficiaries of the Purchase Agreement. In addition, such representations and warranties (a) are subject to materiality and other qualifications contained in the Purchase Agreement, which may differ from what may be viewed as material by investors, (b) were made only as of the date of the Purchase Agreement or such other date as is specified in the Purchase Agreement and (c) may have been included in the Purchase Agreement for the purpose of allocating risk between the parties rather than establishing matters as facts. Accordingly, the Purchase Agreement is included with this filing only to provide investors with information regarding the terms of the Purchase Agreement, and not to provide investors with any other factual information regarding any of the parties or their respective businesses. On May 6, 2020, our majority owned subsidiary, loT Labs, LLC (the “Buyer”), entered into a Company Acquisition Agreement (the “Purchase Agreement”) by and between the Buyer and the Francisco Bunt (the “Seller”), which agreement provides for the purchase of 100% of the equity and certain assets of loT Labs MX SAPI., a Mexican corporation domiciled at Hegel 207, Col. Polanco CDMX 11570 Mexico (the “Company”). The Company has developed a technological solution in loT (“Smart Gas IoT Platform”), which consist of equipment (Hardware) and complete administration platforms (Software), mobile users’ platforms and intellectual property, internet domains among others. The “Smart Gas IoT Platform” device will be installed in the propane gas vessels, and will transmit on real time the pressure that the tank has, and collecting that information into the smart gas software platform, providing to users a very efficient way to manage the propane refill trunks. The consideration for the acquisition consists of $550,000 USD, payable as follows: · · · · All payments shall have a maximum tolerance of 15 days, from which will generate interests 3% monthly. After 90 days of delay of the established dates, Seller will have the right to dissolve the acquisition and will return only 50% of Buyer's payment for the acquisition affected by the payment delay. Seller agrees that he will have the right to request that any of the $150,000 USD payments be made in shares of iQSTEL at a value of $2.00 USD per share. Seller will have the right, after 180 days and up to 360 days of issuance of the iQSTEL shares, to adjust the number of shares if the stock at that time has a value below $2.00 USD per share. The Purchase Agreement may be terminated if either the Buyer or the Company are deemed economically unviable or bankrupt; if during due diligence process there is discovered a material impact on the valuation of the Company, or the parties mutually agreed to terminate the Purchase Agreement. The Closing of the Purchase Agreement is scheduled for 90 days from execution, and is subject to conditions, which are included in the Purchase Agreement. The Purchase Agreement contains customary representations and warranties of the parties, including, among others, with respect to corporate organization, capitalization, corporate authority, financial statements and compliance with applicable laws. The representations and warranties of each party set forth in the Purchase Agreement were made solely for the benefit of the other parties to the Purchase Agreement, and investors are not third-party beneficiaries of the Purchase Agreement. In addition, such representations and warranties (a) are subject to materiality and other qualifications contained in the Purchase Agreement, which may differ from what may be viewed as material by investors, (b) were made only as of the date of the Purchase Agreement or such other date as is specified in the Purchase Agreement and (c) may have been included in the Purchase Agreement for the purpose of allocating risk between the parties rather than establishing matters as facts. Accordingly, the Purchase Agreement is included with this filing only to provide investors with information regarding the terms of the Purchase Agreement, and not to provide investors with any other factual information regarding any of the parties or their respective businesses. On May 07, 2020, the Company issued a convertible note in the principal amount of $55,000.00. The convertible note has a term of twelve months, accrues interest at 12% annually and the balance outstanding thereunder is convertible into the Company’s common stock at a price equal to 40% multiplied by the lowest trading price during the previous thirty days ending on the latest complete trading day prior to the conversion date. On May 20, 2020, we entered into a Subscription Agreement with Alpha Capital Anstalt (“Purchaser”), pursuant to which we issued and sold to the Purchaser 2,000,000 shares of our common stock (the “Shares”) for total proceeds of $160,000. The Shares were sold at $0.08 per share, after applying a 20% discount to the purchase price of $0.10 per share. The Shares were offered and sold pursuant to qualified offering circular on Form 1-A (File No. 024-10950) and related supplement, in each case filed with the Securities and Exchange Commission. A copy of the form of Subscription Agreement used in the offer and sale is attached as Exhibit 13.1 to the Form 1-A/A filed with the SEC on June 3, 2019 and is incorporated herein by reference. Also on May 20, 2020, we entered into a Securities Purchase Agreement (“SPA”) with Purchaser for the sale of a convertible promissory note, executed on March 20, 2019, in the principal amount of $200,000 (the “Note”). We received $160,000 after paying a $40,000 original issue discount on the Note. The Note bears interest at 5% per annum and matures one year from the date of issuance. After 180 days from issuance, the Note may be converted by purchaser into shares of our common stock at a conversion price of the lesser of (i) $0.025 or (ii) 40% of the lowest trading price of our common stock in the 20 days preceding the issuance date of the Note. As additional consideration for the Note, we issued to Purchaser a warrant (the “Warrant”) to purchase 2,000,000 shares of common stock at an exercise price of $0.02 per share (subject to adjustment as set forth in the Warrant) expiring six months from the date of issuance. On May 22, 2020, we entered into an amendment (the “Amendment”) to the convertible promissory note, executed on December 3, 2019 in the principal amount of $235,000 (the “Note”) with Labrys Fund, LP, a Delaware limited partnership (“Purchaser”). Purchaser agreed to waive all existing events of default under the Note provided that we fulfill all of our obligations under the Amendment. If we fail to do so, any default existing as of May 22, 2020 shall be reinstated. Under the Amendment, we agreed to amend Section 1.9 of the Note in order to pay the Purchaser in installments until the Note is paid in full. There shall be 9 total monthly installment payments for an aggregate of $308,660.80. The first payment of $35,000 is due on or before June 19, 2020 and the final payment of $28,660.80 is due on or before February 19, 2021. On June 3, 2020, we entered into a Subscription Agreement with Alpha Capital Anstalt (“Purchaser”), pursuant to which we issued and sold to the Purchaser 2,500,000 shares of our common stock (the “Shares”) for total proceeds of $200,000. The Shares were sold at $0.08 per share, after applying a 20% discount to the purchase price of $0.10 per share. The Shares were offered and sold pursuant to qualified offering circular on Form 1-A (File No. 024-10950) and related supplement, in each case filed with the Securities and Exchange Commission. A copy of the form of Subscription Agreement used in the offer and sale is attached as Exhibit 13.1 to the Form 1-A/A filed with the SEC on June 3, 2019 and is incorporated herein by reference. Also on June 3, 2020, we entered into a Securities Purchase Agreement (“SPA”) with Purchaser for the sale of a convertible promissory note, executed on June 3, 2019, in the principal amount of $250,000 (the “Note”). We received $200,000 after paying a $50,000 original issue discount on the Note. The Note bears interest at 5% per annum and matures one year from the date of issuance. After 180 days from issuance, the Note may be converted by purchaser into shares of our common stock at a conversion price of the lesser of (i) $0.035 or (ii) 40% of the lowest trading price of our common stock in the 20 days preceding the issuance date of the Note. As additional consideration for the Note, we issued to Purchaser a warrant (the “Warrant”) to purchase 2,500,000 shares of common stock at an exercise price of $0.03 per share (subject to adjustment as set forth in the Warrant) expiring six months from the date of issuance. On June 08, 2020, we entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) with Triton Funds, LP, a Delaware limited partnership (the “Investor”), whereby we shall have the right to require the Investor to purchase up to $1,042,157 of shares of our common stock (the “Investment Amount”), par value $0.001 per share (“Common Stock”) during the commitment period (the “Commitment Period” commencing on June 08, 2020, and terminating on the earlier of (i) December 31, 2020, or (iii) the date that the Investor has purchased the Investment Amount). The purchase price for the shares to be paid by the Investor at each closing shall be 80% of the lowest trading price of our Common Stock during the 7 business days prior to closing. The obligation of the Investor to purchase the shares is subject to several conditions, including, among other thing, (i) that the Company has filed a registration statement with the United States Securities and Exchange Commission registering the shares, and (ii) that the purchase of the shares shall not cause the Investor to own more than 9.99% of the outstanding shares of the Company’s common stock. |
NOTE 2 -SUMMARY OF SIGNIFICAN_2
NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Consolidation Policy (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Policies | |
Consolidation Policy | Consolidation Policy The consolidated financial statements of the Company include the accounts of the Company and its wholly owned subsidiaries, Etelix.com USA, LLC, SwissLink Carrier AG, ITSBCHAIN, LLC and QGLOBAL SMS, LLC. All significant intercompany balances and transactions have been eliminated in consolidation. |
NOTE 2 -SUMMARY OF SIGNIFICAN_3
NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Use of Estimates (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Policies | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with Generally Accepted Accounting Principles (“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: Foreign Currency Translation and Re-measurement (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Policies | |
Foreign Currency Translation and Re-measurement | Foreign Currency Translation and Re-measurement The Company translates its foreign operations to U.S. dollar in accordance with ASC 830, “ Foreign Currency Matters The Company’s, Etelix’s, ITSBCHAIN, LLC’s and QGLOBAL SMS, LLC’s functional currency and reporting currency is the U.S. dollar, SwissLink’s functional currency is the Swiss Franc (“CHF”). The Company’s subsidiaries, whose functional currency is not the U.S. dollar, translate their records into U.S. dollar as follows: · · · Adjustments arising from such translations are included in accumulated other comprehensive income in shareholders’ equity. March 31, December 31, 2020 2019 Spot CHF: USD exchange rate $ 1.0355 $ 1.0333 Average CHF: USD exchange rate $ 1.0332 $ 1.0122 |
NOTE 2 -SUMMARY OF SIGNIFICAN_5
NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Accounts Receivable and Allowance for Uncollectible Accounts (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Policies | |
Accounts Receivable and Allowance for Uncollectible Accounts | Accounts Receivable and Allowance for Uncollectible Accounts Substantially all of the CompanyÂ’s 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 CompanyÂ’s 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 March 31, 2020 and December 31, 2019, the Company had no valuation allowance for doubtful accounts for the CompanyÂ’s accounts receivable and recorded no bad debt expense for the quarters ended March 31, 2020 and 2019. |
NOTE 2 -SUMMARY OF SIGNIFICAN_6
NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Concentrations of Credit Risk (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Policies | |
Concentrations of Credit Risk | Concentrations of Credit Risk The CompanyÂ’s 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 three months ended March 31, 2020, twelve customers represented 83% of our consolidated revenues. During the three months ended March 31, 2019, six customers represented 83% of our consolidated revenues. |
NOTE 2 -SUMMARY OF SIGNIFICAN_7
NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Revenue Recognition (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Policies | |
Revenue Recognition | Revenue Recognition The Company recognizes revenue from telecommunication services 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 Company’s payment terms vary by clients. |
NOTE 2 -SUMMARY OF SIGNIFICAN_8
NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Lease (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Policies | |
Lease | Lease Company leases office space for corporate and network monitoring activities and to house telecommunications equipment. In accordance with ASC 842, we determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities - current, and operating lease liabilities - noncurrent on the balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in our balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The office lease meets the definition of a short-term lease because the lease term is 12 months or less. Consequently, consistent with Company’s 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_9
NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Retirement Benefit Costs (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Policies | |
Retirement Benefit Costs | Retirement Benefit Costs Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due. Payments made to state-managed retirement benefit schemes are dealt with as payments to defined contribution schemes where the CompanyÂ’s obligations under the schemes are equivalent to those arising in a defined contribution retirement benefit scheme. For defined benefit schemes, the cost of providing benefits is determined using the Projected Unit Credit Method, with actuarial valuations being carried out at each balance sheet date. Actuarial gains and losses are recognized in full in the period in which they occur. They are recognized outside the income statement and are presented in other comprehensive income. Past service cost is recognized immediately in the income statement in the period in which it occurs. The retirement benefit obligation recognized in the balance sheet represents the present value of the defined obligation as adjusted for unrecognized past service cost, and as reduced by the fair value of the scheme assets. Any asset resulting from this calculation is limited to past service cost, plus the present value of available refunds and reductions in future contributions to the scheme. |
NOTE 2 -SUMMARY OF SIGNIFICA_10
NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Reclassifications (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Policies | |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified to conform with the current year presentation. |
NOTE 2 -SUMMARY OF SIGNIFICA_11
NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Recent Accounting Pronouncements (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Policies | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management has considered all recent accounting pronouncements issued since the last audit of our financial statements. The CompanyÂ’s management believes that these recent pronouncements will not have a material effect on the CompanyÂ’s financial statements. |
NOTE 2 -SUMMARY OF SIGNIFICA_12
NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Foreign Currency Translation and Re-measurement: Schedule of adjustments arising from foreign currency translation (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Tables/Schedules | |
Schedule of adjustments arising from foreign currency translation | March 31, December 31, 2020 2019 Spot CHF: USD exchange rate $ 1.0355 $ 1.0333 Average CHF: USD exchange rate $ 1.0332 $ 1.0122 |
NOTE 4 - PREPAID AND OTHER CU_2
NOTE 4 - PREPAID AND OTHER CURRENT ASSETS: Schedule of Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Tables/Schedules | |
Schedule of Other Current Assets | March 31, December 31, 2020 2019 Advance payment to suppliers $ 6,600 $ 6,600 Other receivable 85,579 78,936 Prepaid expenses 3,941 5,834 Tax receivable 600 600 $ 96,720 $ 91,970 |
NOTE 5 - PROPERTY AND EQUIPME_2
NOTE 5 - PROPERTY AND EQUIPMENT: Schedule of Property, Plant and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Tables/Schedules | |
Schedule of Property, Plant and Equipment | March 31, December 31, 2020 2019 Telecommunication equipment $ 249,177 $ 249,169 Telecommunication software 481,580 436,124 Other equipment 8,515 8,497 Total property and equipment 739,272 693,790 Accumulated depreciation and amortization (419,284) (405,820) Total property and equipment, net $ 319,988 $ 287,970 |
NOTE 6 - LOANS PAYABLE_ Schedul
NOTE 6 - LOANS PAYABLE: Schedule of Loans Payable (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Tables/Schedules | |
Schedule of Loans Payable | March 31, December 31, Interest 2020 2019 Term rate Unique Funding Solutions_2 $ 2,000 $ 2,000 Note was issued on October 12, 2018 and due on January 17, 2019 28.6% YES LENDER LLC - 25,500 Note was issued on October 17, 2019 and due on March 31, 2020 30.0% Complete Business Solutions_8 25,170 52,170 Note was issued on December 24, 2010 and due on June 09, 2020 26.0% Nicolas Arvelo 5,000 5,000 Note was issued on November 20, 2019 and due on May 20, 2020 12.0% Martin Mendoza Diaz 5,000 5,000 Note was issued on November 20, 2019 and due on May 20, 2020 12.0% Martus 99,611 99,399 Note was issued on October 23, 2018 and due on January 3, 2022 5.0% Swisspeers AG 70,561 78,623 Note was issued on April 8, 2019 and due on October 4, 2022 7.0% Apollo Management Group, Inc 63,158 - Note was issued on March 18, 2020 and due on August 18, 2020 12.0% Apollo Management Group, Inc 2 68,421 - Note was issued on March 25, 2020 and due on August 25, 2020 12.0% YES LENDER LLC 2 47,064 - Note was issued on January 8, 2020 and due on June 26, 2020 29.0% Total 385,985 267,692 Less: Unamortized debt discount (6,176) - Total loans payable 379,809 267,692 Less: Current portion of loans payable (209,637) (89,671) Long-term loans payable $ 170,172 $ 178,021 |
NOTE 6 - LOANS PAYABLE_ Sched_2
NOTE 6 - LOANS PAYABLE: Schedule of Loans Payable to Related Parties (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Tables/Schedules | |
Schedule of Loans Payable to Related Parties | March 31, December 31, Interest 2020 2019 Term rate Alonso Van Der Biest $ 80,200 $ 80,200 Note was issued on June 12, 2015 and due on June 11, 2019. Maturity was extended to December 31, 2020. 16.5% Alvaro Quintana 10,587 10,587 Note was issue on September 30, 2016 and due on September 29, 2019. Maturity was extended to December 31, 2020. 0% 49% of Shareholder of SwissLink 1,591,644 1,588,261 Note is due on demand 0% 49% of Shareholder of SwissLink 207,100 206,660 Note is due on demand 5% Total 1,889,531 1,885,708 Less: Current portion of loans payable – related parties 1,889,531 1,885,708 Long-term loans payable – related patties $ - $ - |
NOTE 7 - OTHER CURRENT LIABIL_2
NOTE 7 - OTHER CURRENT LIABILITIES: Schedule of Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Tables/Schedules | |
Schedule of Other Current Liabilities | March 31, December 31, 2020 2019 Accrued liabilities $ 32,196 $ 2,700 Credit card - 4,987 Accrued interest 471,040 365,345 Salary payable - management 163,131 268,231 Salary payable - other 5,500 - Employee benefit 50,061 192,288 Other current liabilities 30,820 14,933 $ 752,748 $ 848,484 |
NOTE 8 - CONVERTIBLE LOANS_ Sch
NOTE 8 - CONVERTIBLE LOANS: Schedule of convertible loans (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Tables/Schedules | |
Schedule of convertible loans | March 31, December 31, 2020 2019 Promissory notes – Issued in fiscal year 2019, with variable conversion features $ 1,359,750 $ 1,908,750 Promissory notes – Issued in fiscal year 2020, with variable conversion features 900,000 - Total convertible notes payable 2,259,750 1,908,750 Less: Unamortized debt discount (279,035) (646,212) Total convertible notes 1,980,715 1,262,538 Less: current portion of convertible notes 1,979,012 1,251,096 Long-term convertible notes $ 1,703 $ 11,442 |
NOTE 8 - CONVERTIBLE LOANS_ S_2
NOTE 8 - CONVERTIBLE LOANS: Schedule of Warrants Activity (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Tables/Schedules | |
Schedule of Warrants Activity | Warrants Outstanding Weighted Average Shares Exercise Price Outstanding, December 31, 2019 367,343 $ 0.48 Granted - - Reset 10,813,001 0.01 Cashless Exercised (2,847,010) 0.01 Forfeited/canceled - - Outstanding, March 31, 2020 8,333,334 $ 0.01 |
NOTE 8 - CONVERTIBLE LOANS_ S_3
NOTE 8 - CONVERTIBLE LOANS: Schedule of outstanding and exercisable warrants (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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 8,333,334 1.90 $ 0.01 8,333,334 $ 0.01 |
NOTE 9 - DERIVATIVE LIABILITI_2
NOTE 9 - DERIVATIVE LIABILITIES: Schedule of Fair Value Measurement of Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Tables/Schedules | |
Schedule of Fair Value Measurement of Liabilities | Three Months Ended Year Ended March 31, December31, 2020 2019 Expected term 0.06 - 4.18 years 0.03 - 5.00 years Expected average volatility 361% - 550% 4% - 639% Expected dividend yield - - Risk-free interest rate 0.05% - 2.56% 1.44% - 2.57% |
NOTE 9 - DERIVATIVE LIABILITI_3
NOTE 9 - DERIVATIVE LIABILITIES: Schedule of Fair Value Measurements Using Significant Observable Inputs (Level 3) (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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, 2019 $ 4,744,134 Settled on issuance of common stock (2,567,348) Change in fair value of the derivative 1,660,023 Balance - March 31, 2020 $ 3,836,809 |
NOTE 9 - DERIVATIVE LIABILITI_4
NOTE 9 - DERIVATIVE LIABILITIES: Schedule of loss on derivative liability included in Income Statement (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Tables/Schedules | |
Schedule of loss on derivative liability included in Income Statement | Three Months Ended March 31, 2020 2019 Addition of new derivatives recognized as loss on derivatives $ - $ 1,530,692 Loss (Gain) on change in fair value of the derivative 1,660,023 (522,623) $ 1,660,023 $ 1,008,069 |
NOTE 13 - SEGMENT_ Schedule of
NOTE 13 - SEGMENT: Schedule of operating activities information by geographic segment (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Tables/Schedules | |
Schedule of operating activities information by geographic segment | The following table shows operating activities information by geographic segment for the three months ended March 31, 2020 and 2019: Three Months Ended March 31, 2020 USA Switzerland Elimination Total Revenues $ 3,820,533 1,198,117 $ (1,238) $ 5,017,412 Cost of revenue 4,121,183 1,058,608 (1,238) 5,178,553 Gross profit (300,650) 139,509 - (161,141) Operating expenses General and administration 1,132,092 165,435 - 1,297,527 Operating loss (1,432,742) (25,926) - (1,458,668) Other expense (2,438,271) (12,264) - (2,450,535) Net loss $ (3,871,013) $ (38,190) $ - $ (3,909,203) Three Months Ended March 31, 2019 USA Switzerland Elimination Total Revenues $ 4,163,203 - $ - $ 4,163,203 Cost of revenue 3,727,626 - - 3,727,626 Gross profit 435,577 - - 435,577 Operating expenses General and administration 190,507 - - 190,507 Operating income (loss) 245,070 - - 245,070 Other income (expense) (1,270,648) - - (1,270,648) Net loss $ (1,025,578) $ - $ - $ (1,025,578) |
NOTE 13 - SEGMENT_ Schedule o_2
NOTE 13 - SEGMENT: Schedule of asset information by geographic segment (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Tables/Schedules | |
Schedule of asset information by geographic segment | The following table shows asset information by geographic segment at March 31, 2020 and December 31, 2019: USA Switzerland Elimination Total March 31, 2020 Assets Current assets $ 2,810,454 $ 1,043,130 $ (820,995) $ 3,032,589 Non-current assets $ 3,190,193 $ 495,684 $ (1,488,515) $ 2,197,362 Liabilities Current liabilities $ 9,105,522 $ 2,693,183 $ (820,995) $ 10,977,710 Non-current liabilities $ 1,703 $ 386,684 $ - $ 388,387 USA Switzerland Elimination Total December 31, 2019 Assets Current assets $ 3,073,654 $ 1,174,856 $ (810,013) $ 3,438,497 Non-current assets $ 3,146,894 $ 456,070 $ (1,438,515) $ 2,164,449 Liabilities Current liabilities $ 9,041,421 $ 2,914,237 $ (810,013) $ 11,145,645 Non-current liabilities $ 11,442 $ 216,274 $ - $ 227,716 |
NOTE 1 -ORGANIZATION AND DESC_2
NOTE 1 -ORGANIZATION AND DESCRIPTION OF BUSINESS (Details) | 3 Months Ended |
Mar. 31, 2020 | |
Details | |
Entity Incorporation, State or Country Code | NV |
Entity Incorporation, Date of Incorporation | Jun. 24, 2011 |
NOTE 2 -SUMMARY OF SIGNIFICA_13
NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Foreign Currency Translation and Re-measurement: Schedule of adjustments arising from foreign currency translation (Details) | Mar. 31, 2020 | Dec. 31, 2019 |
Details | ||
Spot CHF: USD exchange rate | 1.0355 | 1.0333 |
Average CHF: USD exchange rate | 1.0332 | 1.0122 |
NOTE 3 - GOING CONCERN (Details
NOTE 3 - GOING CONCERN (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Details | ||
Net loss | $ (3,909,203) | $ (1,025,578) |
NOTE 4 - PREPAID AND OTHER CU_3
NOTE 4 - PREPAID AND OTHER CURRENT ASSETS: Schedule of Other Current Assets (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Details | ||
Other Current Assets, Advance payment to suppliers | $ 6,600 | $ 6,600 |
Other Current Assets, Other receivable | 85,579 | 78,936 |
Other Current Assets, Prepaid expenses | 3,941 | 5,834 |
Other Current Assets, Tax receivable | 600 | 600 |
Other Current Assets | $ 96,720 | $ 91,970 |
NOTE 5 - PROPERTY AND EQUIPME_3
NOTE 5 - PROPERTY AND EQUIPMENT: Schedule of Property, Plant and Equipment (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment, Gross | $ 739,272 | $ 693,790 |
Accumulated depreciation and amortization | (419,284) | (405,820) |
Total property and equipment, net | 319,988 | 287,970 |
Telecommunication equipment | ||
Property, Plant and Equipment, Gross | 249,177 | 249,169 |
Telecommunication software | ||
Property, Plant and Equipment, Gross | 481,580 | 436,124 |
Other equipment | ||
Property, Plant and Equipment, Gross | $ 8,515 | $ 8,497 |
NOTE 6 - LOANS PAYABLE_ Sched_3
NOTE 6 - LOANS PAYABLE: Schedule of Loans Payable (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Long-term Debt, Gross | $ 385,985 | $ 267,692 |
Debt Instrument, Unamortized Discount | (6,176) | 0 |
Long-term Debt | 379,809 | 267,692 |
Less: Current portion of loans payable | (209,637) | (89,671) |
Long-term loans payable | 170,172 | 178,021 |
Unique Funding Solutions_2 | ||
Long-term Debt, Gross | $ 2,000 | 2,000 |
Term | Note was issued on October 12, 2018 and due on January 17, 2019 | |
Debt Instrument, Interest Rate, Stated Percentage | 28.60% | |
YES LENDER LLC | ||
Long-term Debt, Gross | $ 0 | 25,500 |
Term | Note was issued on October 17, 2019 and due on March 31, 2020 | |
Debt Instrument, Interest Rate, Stated Percentage | 30.00% | |
Complete Business Solutions_8 | ||
Long-term Debt, Gross | $ 25,170 | 52,170 |
Term | Note was issued on December 24, 2010 and due on June 09, 2020 | |
Debt Instrument, Interest Rate, Stated Percentage | 26.00% | |
Nicolas Arvelo | ||
Long-term Debt, Gross | $ 5,000 | 5,000 |
Term | Note was issued on November 20, 2019 and due on May 20, 2020 | |
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |
Martin Mendoza Diaz | ||
Long-term Debt, Gross | $ 5,000 | 5,000 |
Term | Note was issued on November 20, 2019 and due on May 20, 2020 | |
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |
Martus | ||
Long-term Debt, Gross | $ 99,611 | 99,399 |
Term | Note was issued on October 23, 2018 and due on January 3, 2022 | |
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | |
Swisspeers AG | ||
Long-term Debt, Gross | $ 70,561 | 78,623 |
Term | Note was issued on April 8, 2019 and due on October 4, 2022 | |
Debt Instrument, Interest Rate, Stated Percentage | 7.00% | |
Apollo Management Group, Inc | ||
Long-term Debt, Gross | $ 63,158 | 0 |
Term | Note was issued on March 18, 2020 and due on August 18, 2020 | |
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |
Apollo Management Group, Inc 2 | ||
Long-term Debt, Gross | $ 68,421 | 0 |
Term | Note was issued on March 25, 2020 and due on August 25, 2020 | |
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |
YES LENDER LLC 2 | ||
Long-term Debt, Gross | $ 47,064 | $ 0 |
Term | Note was issued on January 8, 2020 and due on June 26, 2020 | |
Debt Instrument, Interest Rate, Stated Percentage | 29.00% |
NOTE 6 - LOANS PAYABLE_ Sched_4
NOTE 6 - LOANS PAYABLE: Schedule of Loans Payable to Related Parties (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Loans Payable | $ 1,889,531 | $ 1,885,708 |
Less: Current portion of loans payable - related parties | 1,889,531 | 1,885,708 |
Long-term loans payable - related patties | 0 | 0 |
Alonso Van Der Biest | ||
Loans Payable | $ 80,200 | 80,200 |
Term | Note was issued on June 12, 2015 and due on June 11, 2019. Maturity was extended to December 31, 2020. | |
Debt Instrument, Interest Rate, Stated Percentage | 16.50% | |
Alvaro Quintana | ||
Loans Payable | $ 10,587 | 10,587 |
Term | Note was issue on September 30, 2016 and due on September 29, 2019. Maturity was extended to December 31, 2020. | |
Debt Instrument, Interest Rate, Stated Percentage | 0.00% | |
49% of Shareholder of SwissLink 1 | ||
Loans Payable | $ 1,591,644 | 1,588,261 |
Term | Note is due on demand | |
Debt Instrument, Interest Rate, Stated Percentage | 0.00% | |
49% of Shareholder of SwissLink 2 | ||
Loans Payable | $ 207,100 | $ 206,660 |
Term | Note is due on demand | |
Debt Instrument, Interest Rate, Stated Percentage | 5.00% |
NOTE 6 - LOANS PAYABLE (Details
NOTE 6 - LOANS PAYABLE (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Details | ||
Proceeds from loans payable | $ 210,000 | $ 0 |
Repayments of Other Debt | 98,646 | 95,142 |
Interest Expense | $ 48,294 | $ 44,600 |
NOTE 7 - OTHER CURRENT LIABIL_3
NOTE 7 - OTHER CURRENT LIABILITIES: Schedule of Other Current Liabilities (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Details | ||
Other Current Liabilities, Accrued expenses | $ 32,196 | $ 2,700 |
Credit card | 0 | 4,987 |
Other Current Liabilities, Accrued interest | 471,040 | 365,345 |
Other Current Liabilities, Salary payable - management | 163,131 | 268,231 |
Other Current Liabilities, Salary payable - other | 5,500 | 0 |
Other Current Liabilities, Employee benefit | 50,061 | 192,288 |
Other Current Liabilities, Other current liabilities | 30,820 | 14,933 |
Other Current Liabilities | $ 752,748 | $ 848,484 |
NOTE 8 - CONVERTIBLE LOANS_ S_4
NOTE 8 - CONVERTIBLE LOANS: Schedule of convertible loans (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Convertible Debt | $ 2,259,750 | $ 1,908,750 |
Unamortized debt discount | (279,035) | (646,212) |
Total convertible notes | 1,980,715 | 1,262,538 |
Less: current portion of convertible notes | 1,979,012 | 1,251,096 |
Long-term convertible notes | 1,703 | 11,442 |
Promissory notes - Issued in fiscal year 2019, with variable conversion features | ||
Convertible Debt | 1,359,750 | 1,908,750 |
Promissory notes - Issued in fiscal year 2020, with variable conversion features | ||
Convertible Debt | $ 900,000 | $ 0 |
NOTE 8 - CONVERTIBLE LOANS (Det
NOTE 8 - CONVERTIBLE LOANS (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Details | |||
Amortization of discount, included in interest expense | $ 457,177 | $ 151,542 | |
Repayments of Convertible Debt | 334,500 | 113,151 | |
Proceeds from Issuance of Debt | 900,000 | $ 2,544,250 | |
Debt discount | 4,916,471 | $ 0 | |
Debt discount | 1,313,350 | ||
'Day 1' derivative loss | $ 3,603,121 |
NOTE 8 - CONVERTIBLE LOANS_ S_5
NOTE 8 - CONVERTIBLE LOANS: Schedule of Warrants Activity (Details) | 3 Months Ended |
Mar. 31, 2020$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance | shares | 8,333,334 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $ / shares | $ 0.01 |
Warrants | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Beginning Balance | shares | 367,343 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 0.48 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | shares | 0 |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ / shares | $ 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | shares | 10,813,001 |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price | $ / shares | $ 0.01 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | shares | (2,847,010) |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ / shares | $ 0.01 |
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 | 8,333,334 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $ / shares | $ 0.01 |
NOTE 8 - CONVERTIBLE LOANS_ S_6
NOTE 8 - CONVERTIBLE LOANS: Schedule of outstanding and exercisable warrants (Details) | Mar. 31, 2020$ / sharesshares |
Details | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | shares | 8,333,334 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 1 year 10 months 24 days |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ / shares | $ 0.01 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | shares | 8,333,334 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ / shares | $ 0.01 |
NOTE 9 - DERIVATIVE LIABILITI_5
NOTE 9 - DERIVATIVE LIABILITIES: Schedule of Fair Value Measurement of Liabilities (Details) | 3 Months Ended |
Mar. 31, 2020 | |
Expected term | 4 years 2 months 5 days |
Expected average volatility | 3.6100 |
Expected dividend yield | 0 |
Risk-free interest rate | 0.0005 |
Minimum | |
Expected term | 11 days |
Expected average volatility | 0.0400 |
Risk-free interest rate | 0.0144 |
Maximum | |
Expected term | 5 years |
Expected average volatility | 6.3900 |
Risk-free interest rate | 0.0257 |
NOTE 9 - DERIVATIVE LIABILITI_6
NOTE 9 - DERIVATIVE LIABILITIES: Schedule of Fair Value Measurements Using Significant Observable Inputs (Level 3) (Details) | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Details | |
Derivative Liabilities, Starting Balance | $ 4,744,134 |
Settled on issuance of common stock | (2,567,348) |
Gain on change in fair value of the derivative | 1,660,023 |
Derivative Liabilities, Ending Balance | $ 3,836,809 |
NOTE 9 - DERIVATIVE LIABILITI_7
NOTE 9 - DERIVATIVE LIABILITIES: Schedule of loss on derivative liability included in Income Statement (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Details | ||
Addition of new derivatives recognized as loss on derivatives | $ 0 | $ 1,530,692 |
Gain on change in fair value of the derivative | 1,660,023 | (522,623) |
Loss on derivative liability | $ 1,660,023 | $ 1,008,069 |
NOTE 10 - SHAREHOLDERS' EQUITY
NOTE 10 - SHAREHOLDERS' EQUITY (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares, Issued | 45,984,148 | 18,008,591 |
Shares of Common Stock Issued #1 | ||
Stock Issued During Period, Shares, New Issues | 4,308,510 | |
Stock Issued | $ 202,500 | |
Shares of Common Stock Issued #2 | ||
Stock Issued During Period, Shares, New Issues | 4,173,000 | |
Stock Issued | $ 450,034 | |
Shares of Common Stock Issued #3 | ||
Stock Issued During Period, Shares, New Issues | 50,000 | |
Stock Issued | $ 2,900 | |
Shares of Common Stock Issued #4 | ||
Stock Issued During Period, Shares, New Issues | 17,208,350 | |
Stock Issued | $ 273,968 | |
Shares of Common Stock Issued #5 | ||
Stock Issued During Period, Shares, New Issues | 2,235,697 | |
Common Stock | ||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 27,975,557 |
NOTE 11 - RELATED PARTY TRANS_2
NOTE 11 - RELATED PARTY TRANSACTIONS (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Details | |||
Payment of loan receivable - related party | $ 13,399 | ||
Due from related parties | 286,884 | $ 316,860 | |
Proceeds from loans payable - related parties | 182 | $ 21,438 | |
Repayments of Related Party Debt | 162 | $ 21,400 | |
Due to related parties | 34,651 | 34,631 | |
Accrued Salaries, Current | $ 163,131 | $ 268,231 |
NOTE 12 - COMMITMENTS AND CON_2
NOTE 12 - COMMITMENTS AND CONTIGENCIES (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Details | ||
Payments for Rent | $ 9,200 | $ 0 |
NOTE 13 - SEGMENT_ Schedule o_3
NOTE 13 - SEGMENT: Schedule of operating activities information by geographic segment (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Geographical Segment Information - Revenues | $ 5,017,412 | $ 4,163,203 |
Cost of revenue | 5,178,553 | 3,727,626 |
Geographical Segment Information - Gross profit | (161,141) | 435,577 |
General and administration | 1,297,527 | 190,507 |
Geographical Segment Information - Operating loss | (1,458,668) | 245,070 |
Other expense | (2,450,535) | (1,270,648) |
Geographical Segment Information - Net loss | (3,909,203) | (1,025,578) |
UNITED STATES | ||
Geographical Segment Information - Revenues | 3,820,533 | 4,163,203 |
Cost of revenue | 4,121,183 | 3,727,626 |
Geographical Segment Information - Gross profit | (300,650) | 435,577 |
General and administration | 1,132,092 | 190,507 |
Geographical Segment Information - Operating loss | (1,432,742) | 245,070 |
Other expense | (2,438,271) | (1,270,648) |
Geographical Segment Information - Net loss | (3,871,013) | (1,025,578) |
SWITZERLAND | ||
Geographical Segment Information - Revenues | 1,198,117 | 0 |
Cost of revenue | 1,058,608 | 0 |
Geographical Segment Information - Gross profit | 139,509 | 0 |
General and administration | 165,435 | 0 |
Geographical Segment Information - Operating loss | (25,926) | 0 |
Other expense | (12,264) | 0 |
Geographical Segment Information - Net loss | (38,190) | 0 |
Geography Eliminations | ||
Geographical Segment Information - Revenues | (1,238) | 0 |
Cost of revenue | (1,238) | 0 |
Geographical Segment Information - Gross profit | 0 | 0 |
General and administration | 0 | 0 |
Geographical Segment Information - Operating loss | 0 | 0 |
Other expense | 0 | 0 |
Geographical Segment Information - Net loss | $ 0 | $ 0 |
NOTE 13 - SEGMENT_ Schedule o_4
NOTE 13 - SEGMENT: Schedule of asset information by geographic segment (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
ASSETS | ||
Geographical Segment Information - Current assets | $ 3,032,589 | $ 3,438,497 |
Geographical Segment Information - Non-current assets | 2,197,362 | 2,164,449 |
Liabilities | ||
Geographical Segment Information - Current liabilities | 10,977,710 | 11,145,645 |
Geographical Segment Information - Non-current liabilities | 388,387 | 227,716 |
UNITED STATES | ||
ASSETS | ||
Geographical Segment Information - Current assets | 2,810,454 | 3,073,654 |
Geographical Segment Information - Non-current assets | 3,190,193 | 3,146,894 |
Liabilities | ||
Geographical Segment Information - Current liabilities | 9,105,522 | 9,041,421 |
Geographical Segment Information - Non-current liabilities | 1,703 | 11,442 |
SWITZERLAND | ||
ASSETS | ||
Geographical Segment Information - Current assets | 1,043,130 | 1,174,856 |
Geographical Segment Information - Non-current assets | 495,684 | 456,070 |
Liabilities | ||
Geographical Segment Information - Current liabilities | 2,693,183 | 2,914,237 |
Geographical Segment Information - Non-current liabilities | 386,684 | 216,274 |
Geography Eliminations | ||
ASSETS | ||
Geographical Segment Information - Current assets | (820,995) | (810,013) |
Geographical Segment Information - Non-current assets | (1,488,515) | (1,438,515) |
Liabilities | ||
Geographical Segment Information - Current liabilities | (820,995) | (810,013) |
Geographical Segment Information - Non-current liabilities | $ 0 | $ 0 |
NOTE 14 - SUBSEQUENT EVENTS (De
NOTE 14 - SUBSEQUENT EVENTS (Details) | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Event 1 | |
Subsequent Event, Date | Apr. 1, 2020 |
Debt Instrument, Issuance Date | Apr. 1, 2020 |
Debt Instrument, Face Amount | $ 66,315.79 |
Debt Instrument, Maturity Date | Oct. 1, 2020 |
Event 2 | |
Subsequent Event, Date | Apr. 2, 2020 |
Debt Instrument, Issuance Date | Apr. 2, 2020 |
Debt Instrument, Face Amount | $ 73,684.21 |
Debt Instrument, Maturity Date | Oct. 2, 2020 |
Event 3 | |
Subsequent Event, Date | Apr. 7, 2020 |
Debt Instrument, Issuance Date | Apr. 7, 2020 |
Debt Instrument, Face Amount | $ 36,842.11 |
Debt Instrument, Maturity Date | Oct. 7, 2020 |
Event 4 | |
Subsequent Event, Date | Apr. 15, 2020 |
Debt Instrument, Issuance Date | Apr. 15, 2020 |
Debt Instrument, Face Amount | $ 84,210.53 |
Debt Instrument, Maturity Date | Oct. 14, 2020 |
Event 5 | |
Subsequent Event, Date | Apr. 20, 2020 |
Debt Instrument, Issuance Date | Apr. 20, 2020 |
Debt Instrument, Face Amount | $ 94,736.84 |
Debt Instrument, Maturity Date | May 20, 2020 |
Event 6 | |
Subsequent Event, Date | Apr. 22, 2020 |
Debt Instrument, Issuance Date | Apr. 22, 2020 |
Debt Instrument, Face Amount | $ 31,578.95 |
Debt Instrument, Maturity Date | May 22, 2020 |
Event 7 | |
Subsequent Event, Date | May 6, 2020 |
Debt Instrument, Issuance Date | May 6, 2020 |
Debt Instrument, Face Amount | $ 52,631.58 |
Debt Instrument, Maturity Date | May 20, 2020 |
Event 8 | |
Subsequent Event, Date | Apr. 15, 2020 |
Subsequent Event, Description | we entered into a Company Acquisition Agreement (the “Agreement”) with Francisco Bunt |
Event 9 | |
Subsequent Event, Date | Apr. 28, 2020 |
Debt Instrument, Face Amount | $ 44,444.44 |
Subsequent Event, Description | Company issued a convertible note |
Debt Instrument, Description | convertible note |
Debt Instrument, Interest Rate, Stated Percentage | 12.00% |
Debt Instrument, Convertible, Terms of Conversion Feature | balance outstanding thereunder is convertible into the Company’s common stock at a price equal to 40% multiplied by the lowest trading price during the previous thirty days ending on the latest complete trading day prior to the conversion date |
Event 10 | |
Subsequent Event, Date | Apr. 28, 2020 |
Subsequent Event, Description | our majority owned subsidiary, QGlobal SMS, LLC (the “Buyer”), entered into a Company Acquisition Agreement (the “Purchase Agreement”) |
Event 11 | |
Subsequent Event, Date | May 6, 2020 |
Subsequent Event, Description | our majority owned subsidiary, loT Labs, LLC (the “Buyer”), entered into a Company Acquisition Agreement |
Event 12 | |
Subsequent Event, Date | May 7, 2020 |
Debt Instrument, Face Amount | $ 55,000 |
Subsequent Event, Description | Company issued a convertible note |
Debt Instrument, Description | convertible note |
Debt Instrument, Interest Rate, Stated Percentage | 12.00% |
Debt Instrument, Convertible, Terms of Conversion Feature | balance outstanding thereunder is convertible into the Company’s common stock at a price equal to 40% multiplied by the lowest trading price during the previous thirty days ending on the latest complete trading day prior to the conversion date |
Event 13 | |
Subsequent Event, Date | May 20, 2020 |
Subsequent Event, Description | we entered into a Subscription Agreement with Alpha Capital Anstalt |
Event 14 | |
Subsequent Event, Date | May 20, 2020 |
Subsequent Event, Description | we entered into a Securities Purchase Agreement (“SPA”) with Purchaser |
Debt Instrument, Interest Rate, Stated Percentage | 5.00% |
Debt Instrument, Convertible, Terms of Conversion Feature | After 180 days from issuance, the Note may be converted by purchaser into shares of our common stock at a conversion price of the lesser of (i) $0.025 or (ii) 40% of the lowest trading price of our common stock in the 20 days preceding the issuance date of the Note. |
Event 15 | |
Subsequent Event, Date | May 22, 2020 |
Debt Instrument, Issuance Date | Dec. 3, 2019 |
Debt Instrument, Face Amount | $ 235,000 |
Subsequent Event, Description | we entered into an amendment (the “Amendment”) to the convertible promissory note, executed on December 3, 2019 |
Event 16 | |
Subsequent Event, Date | Jun. 3, 2020 |
Subsequent Event, Description | we entered into a Subscription Agreement with Alpha Capital Anstalt |
Event 17 | |
Subsequent Event, Date | Jun. 3, 2020 |
Debt Instrument, Issuance Date | Jun. 3, 2019 |
Debt Instrument, Face Amount | $ 250,000 |
Subsequent Event, Description | we entered into a Securities Purchase Agreement (“SPA”) with Purchaser |
Debt Instrument, Interest Rate, Stated Percentage | 5.00% |
Debt Instrument, Convertible, Terms of Conversion Feature | After 180 days from issuance, the Note may be converted by purchaser into shares of our common stock at a conversion price of the lesser of (i) $0.035 or (ii) 40% of the lowest trading price of our common stock in the 20 days preceding the issuance date of the Note. |
Event 18 | |
Subsequent Event, Date | Jun. 8, 2020 |
Subsequent Event, Description | we entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) with Triton Funds, LP |