Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 11, 2020 | |
Details | ||
Registrant CIK | 0001527702 | |
Fiscal Year End | --12-31 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 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 | 85,373,720 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Current Assets | ||
Cash and cash equivalents | $ 647,334 | $ 270,503 |
Accounts receivable, net | 1,961,608 | 2,759,164 |
Due from related parties | 290,284 | 316,860 |
Prepaid and other current assets | 69,427 | 91,970 |
Total Current Assets | 2,968,653 | 3,438,497 |
Property and equipment, net | 354,466 | 287,970 |
Intangible asset | 21,875 | 0 |
Goodwill | 1,537,742 | 1,455,960 |
Deferred tax assets | 441,519 | 420,519 |
TOTAL ASSETS | 5,324,255 | 5,602,946 |
Current Liabilities | ||
Accounts payable | 1,802,925 | 2,291,921 |
Due to related parties | 94,616 | 34,631 |
Loans payable, net of discount | 1,369,580 | 89,671 |
Loans payable - related parties | 1,975,342 | 1,885,708 |
Current portion of convertible notes - net of discount of $416,316 and $597,654 | 1,279,011 | 1,251,096 |
Other current liabilities | 761,212 | 848,484 |
Derivative Liability, Current | 658,203 | 4,744,134 |
Total Current Liabilities | 7,940,889 | 11,145,645 |
Convertible notes - net of discount of $2,556 and $48,558 | 2,444 | 11,442 |
Loans payable | 269,112 | 178,021 |
TOTAL LIABILITIES | 8,367,525 | 11,373,361 |
Stockholders' Deficit | ||
Preferred Stock, Value, Issued | 0 | 0 |
Common Stock, Value | 78,186 | 18,008 |
Additional paid in capital | 9,391,402 | 3,240,528 |
Accumulated deficit | (11,673,729) | (8,125,257) |
Accumulated other comprehensive loss | (39,099) | (181) |
Deficit attributed to stockholders of iQSTEL Inc. | (2,243,240) | (4,866,902) |
Deficit attributable to noncontrolling interests | (800,030) | (903,513) |
Total stockholders' Deficit | (3,043,270) | (5,770,415) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 5,324,255 | 5,602,946 |
Employee benefits, non-current | $ 155,080 | $ 38,253 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) - Parenthetical - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Details | ||
Loans payable, unamortized discount | $ 416,316 | $ 597,654 |
Debt Instrument, Unamortized Discount, Noncurrent | $ 2,556 | $ 48,558 |
Preferred Stock, Shares Authorized | 1,200,000 | 1,200,000 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Shares Authorized | 300,000,000 | 300,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares, Issued | 78,186,210 | 18,008,591 |
Common Stock, Shares, Outstanding | 78,186,210 | 18,008,591 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Details | ||||
Revenues | $ 13,291,698 | $ 4,172,547 | $ 29,439,196 | $ 12,589,109 |
Cost of revenue | 13,158,685 | 3,929,137 | 28,735,016 | 12,001,850 |
Gross profit | 133,013 | 243,410 | 704,180 | 587,259 |
Operating expenses | ||||
General and administration | 958,787 | 492,782 | 3,161,330 | 1,024,842 |
Total operating expenses | 958,787 | 492,782 | 3,161,330 | 1,024,842 |
Operating loss | (825,774) | (249,372) | (2,457,150) | (437,583) |
Other income (expense) | ||||
Other income | 4,412 | 0 | 29,144 | 2,600 |
Other expenses | (61) | (5,149) | (8,118) | (5,524) |
Interest expense | (913,592) | (1,009,467) | (2,368,107) | (1,785,629) |
Change in fair value of derivative liabilities | 1,096,265 | (2,254,035) | 1,350,513 | (2,801,706) |
Loss on settlement of debt | (331,475) | 0 | (48,245) | 0 |
Total other income (expense) | (144,451) | (3,268,651) | (1,044,813) | (4,590,259) |
Net loss before provision for income taxes | (970,225) | (3,518,023) | (3,501,963) | (5,027,842) |
Income taxes | 0 | 852 | 0 | 852 |
Net loss | (970,225) | (3,517,171) | (3,501,963) | (5,026,990) |
Less: Net income attributable to noncontrolling interests | (26,224) | 15,668 | 46,509 | 15,668 |
Net loss attributed to stockholders of iQSTEL Inc. | (944,001) | (3,532,839) | (3,548,472) | (5,042,658) |
Comprehensive income (loss) | ||||
Net loss | (970,225) | (3,517,171) | (3,501,963) | (5,026,990) |
Foreign currency adjustment | (42,722) | 44,593 | (76,310) | 44,593 |
Total comprehensive loss | (1,012,947) | (3,472,578) | (3,578,273) | (4,982,397) |
Less: Comprehensive income (loss) attributable to noncontrolling interests | (47,158) | 37,519 | 9,117 | 37,519 |
Net comprehensive loss attributed to stockholders of iQSTEL Inc. | $ (965,789) | $ (3,510,097) | $ (3,587,390) | $ (5,019,916) |
Basic and Diluted loss per common share | $ (0.01) | $ (0.22) | $ (0.07) | $ (0.33) |
Weighted average number of common shares outstanding - Basic and Diluted | 73,045,296 | 15,933,527 | 53,705,271 | 15,446,876 |
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) | $ 0 | $ (1,597,647) | $ 0 | $ (1,597,647) |
Shares Outstanding, Starting at Dec. 31, 2018 | 15,022,650 | ||||||
Common stock issued in conjunction with convertible notes, Value | $ 254 | 249,746 | 0 | 0 | 250,000 | 0 | 250,000 |
Common stock issued in conjunction with convertible notes, Shares | 254,074 | ||||||
Capital contribution, Value | $ 0 | 10,000 | 0 | 0 | 10,000 | 0 | 10,000 |
Capital contribution, Shares | 0 | ||||||
Net Income (Loss) | $ 0 | 0 | (1,025,578) | 0 | (1,025,578) | 0 | (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) | 0 | (2,363,225) | 0 | (2,363,225) |
Equity Balance, Starting at Dec. 31, 2018 | $ 15,023 | 1,054,718 | (2,667,388) | 0 | (1,597,647) | 0 | (1,597,647) |
Shares Outstanding, Starting at Dec. 31, 2018 | 15,022,650 | ||||||
Common stock issued for settlement of debt. Value | 0 | ||||||
Debt forgiveness, Value | 406,080 | ||||||
Shares Outstanding, Ending at Sep. 30, 2019 | 16,103,713 | ||||||
Equity Balance, Ending at Sep. 30, 2019 | $ 16,104 | 2,923,943 | (7,710,046) | 22,742 | (4,747,257) | (880,952) | (5,628,209) |
Equity Balance, Starting at Mar. 31, 2019 | $ 15,277 | 1,314,464 | (3,692,966) | 0 | (2,363,225) | 0 | (2,363,225) |
Shares Outstanding, Starting at Mar. 31, 2019 | 15,276,724 | ||||||
Common stock issued for conversion of debt, Value | $ 76 | 4,924 | 0 | 0 | 5,000 | 0 | 5,000 |
Common stock issued for conversion of debt, Shares | 76,335 | ||||||
Resolution of derivative liabilities, Value | $ 0 | 181,326 | 0 | 0 | 181,326 | 0 | 181,326 |
Common stock issued in conjunction with convertible notes, Value | $ 123 | 244,577 | 0 | 0 | 244,700 | 0 | 244,700 |
Common stock issued in conjunction with convertible notes, Shares | 122,857 | ||||||
Net Income (Loss) | $ 0 | 0 | (484,241) | 0 | (484,241) | 0 | (484,241) |
Shares Outstanding, Ending at Jun. 30, 2019 | 15,475,916 | ||||||
Equity Balance, Ending at Jun. 30, 2019 | $ 15,476 | 1,745,291 | (4,177,207) | 0 | (2,416,440) | 0 | (2,416,440) |
Foreign currency translation adjustments, Value | $ 0 | 0 | 0 | 22,742 | 22,742 | 21,851 | 44,593 |
Foreign currency translation adjustments, Shares | 0 | ||||||
Common stock issued in conjunction with convertible notes, Value | $ 284 | 322,916 | 0 | 0 | 323,200 | 0 | 323,200 |
Common stock issued in conjunction with convertible notes, Shares | 284,285 | ||||||
Common stock issued for acquisition, Value | $ 344 | 449,656 | 0 | 0 | 450,000 | (918,471) | (468,471) |
Common stock issued for acquisition, Shares | 343,512 | ||||||
Debt forgiveness, Value | $ 0 | 406,080 | 0 | 0 | 406,080 | 0 | 406,080 |
Debt forgiveness, Shares | 0 | ||||||
Net Income (Loss) | $ 0 | 0 | (3,532,839) | 0 | (3,532,839) | 15,668 | (3,517,171) |
Shares Outstanding, Ending at Sep. 30, 2019 | 16,103,713 | ||||||
Equity Balance, Ending at Sep. 30, 2019 | $ 16,104 | 2,923,943 | (7,710,046) | 22,742 | (4,747,257) | (880,952) | (5,628,209) |
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 | 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) |
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 | 365,678 | ||||||
Debt forgiveness, Value | 0 | ||||||
Shares Outstanding, Ending at Sep. 30, 2020 | 78,186,210 | ||||||
Equity Balance, Ending at Sep. 30, 2020 | $ 78,186 | 9,391,402 | (11,673,729) | (39,099) | (2,243,240) | (800,030) | (3,043,270) |
Equity Balance, Starting at Mar. 31, 2020 | $ 45,983 | 6,759,303 | (12,015,747) | (1,853) | (5,212,314) | (923,832) | (6,136,146) |
Shares Outstanding, Starting at Mar. 31, 2020 | 45,984,148 | ||||||
Common stock issued for settlement of debt. Value | $ 200 | 67,140 | 0 | 0 | 67,340 | 0 | 67,340 |
Common stock issued for settlement of debt. Shares | 200,000 | ||||||
Common stock issued for conversion of debt, Value | $ 16,614 | 410,918 | 0 | 0 | 427,532 | 0 | 427,532 |
Common stock issued for conversion of debt, Shares | 16,613,263 | ||||||
Common stock issued for exercised cashless warrant. Value | $ 998 | (998) | 0 | 0 | 0 | 0 | 0 |
Common stock issued for exercised cashless warrant. Shares | 997,889 | ||||||
Resolution of derivative liabilities, Value | $ 0 | 1,094,240 | 0 | 0 | 1,094,240 | 0 | 1,094,240 |
Foreign currency translation adjustments, Value | $ 0 | 0 | 0 | (15,458) | (15,458) | (14,852) | (30,310) |
Foreign currency translation adjustments, Shares | 0 | ||||||
Stock Issued During Period, Value, New Issues | $ 4,500 | 355,500 | 0 | 0 | 360,000 | 0 | 360,000 |
Stock Issued During Period, Shares, New Issues | 4,500,000 | ||||||
Stock Issued During Period, Value, Acquisitions | $ 0 | 0 | 0 | 0 | 0 | 94,366 | 94,366 |
Stock Issued During Period, Shares, Acquisitions | 0 | ||||||
Net Income (Loss) | $ 0 | 0 | 1,286,019 | 0 | 1,286,019 | 91,446 | 1,377,465 |
Shares Outstanding, Ending at Jun. 30, 2020 | 68,295,300 | ||||||
Equity Balance, Ending at Jun. 30, 2020 | $ 68,295 | 8,686,103 | (10,729,728) | (17,311) | (1,992,641) | (752,872) | (2,745,513) |
Common stock issued for settlement of debt. Value | $ 1,767 | 94,071 | 0 | 0 | 95,838 | 0 | 95,838 |
Common stock issued for settlement of debt. Shares | 1,766,946 | ||||||
Stock Issued During Period, Value, Issued for Services | $ 1,695 | 116,249 | 0 | 0 | 117,944 | 0 | 117,944 |
Stock Issued During Period, Shares, Issued for Services | 1,694,600 | ||||||
Common stock issued for conversion of debt, Value | $ 1,992 | 63,939 | 0 | 0 | 65,931 | 0 | 65,931 |
Common stock issued for conversion of debt, Shares | 1,991,864 | ||||||
Resolution of derivative liabilities, Value | $ 0 | 80,472 | 0 | 0 | 80,472 | 0 | 80,472 |
Foreign currency translation adjustments, Value | $ 0 | 0 | 0 | (21,788) | (21,788) | (20,934) | (42,722) |
Foreign currency translation adjustments, Shares | 0 | ||||||
Stock Issued During Period, Value, New Issues | $ 4,437 | 350,568 | 0 | 0 | 355,005 | 0 | 355,005 |
Stock Issued During Period, Shares, New Issues | 4,437,500 | ||||||
Net Income (Loss) | $ 0 | 0 | (944,001) | 0 | (944,001) | (26,224) | (970,225) |
Shares Outstanding, Ending at Sep. 30, 2020 | 78,186,210 | ||||||
Equity Balance, Ending at Sep. 30, 2020 | $ 78,186 | $ 9,391,402 | $ (11,673,729) | $ (39,099) | $ (2,243,240) | $ (800,030) | $ (3,043,270) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (3,501,963) | $ (5,026,990) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock based compensation | 617,978 | 0 |
Write-off of due from related party | 43,375 | 0 |
Depreciation and amortization | 49,318 | 26,473 |
Amortization of debt discount | 1,497,268 | 1,273,768 |
Change in fair value of derivative liabilities | (1,350,513) | 2,801,706 |
Gain on settlement of debt | 48,245 | 0 |
Prepayment and Default penalty | 245,546 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 527,627 | 440,471 |
Accounts receivable - related party | 0 | 0 |
Other current assets | 26,762 | 4,086 |
Accounts payable | (221,583) | (827,381) |
Other current liabilities | 491,427 | (22,332) |
Deferred tax asset | 0 | (852) |
Net cash used in operating activities | (1,526,513) | (1,331,051) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Acquisition of subsidiary, net of cash acquired | 15,781 | 239,516 |
Purchase of property and equipment | (78,306) | 0 |
Payment of loan receivable - related party | (17,187) | (24,500) |
Payment of due from related parties - related party | 388 | 0 |
Net cash provided by (used in) investing activities | (79,324) | 215,016 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Bank overdraft | 0 | (82) |
Proceeds from loans payable | 933,280 | 446,824 |
Repayments of loans payable | (607,447) | (534,651) |
Proceeds from loans payable - related parties | 20,182 | 46,438 |
Repayment of loans payable - related parties | (20,197) | (38,400) |
Contribution | 0 | 10,000 |
Common stock issued | 715,004 | 0 |
Proceeds from convertible notes | 1,420,000 | 2,058,250 |
Repayment of convertible notes | (492,190) | (660,401) |
Net cash provided by financing activities | 1,968,632 | 1,327,978 |
Effect of exchange rate changes on cash | 14,036 | (6,239) |
Net change in cash and cash equivalents | 376,831 | 205,704 |
Cash and Cash Equivalents, at Carrying Value, Beginning Balance | 270,503 | 4,570 |
Cash and Cash Equivalents, at Carrying Value, Ending Balance | 647,334 | 210,274 |
Supplemental cash flow information | ||
Cash paid for interest | 641,390 | 530,572 |
Cash paid for taxes | 0 | 0 |
Non-cash transactions: | ||
Derivative liabilities recognized as debt discount | 1,006,642 | 1,005,350 |
Common stock issued in conjunction with convertible notes | 0 | 817,900 |
Common stock issued for conversion of debt | 767,431 | 5,000 |
Stock Issued During Period, Value, Stock Options Exercised | 3,233 | 0 |
Resolution of derivative liabilities | 3,742,060 | 181,326 |
Debt forgiveness, Value | 0 | 406,080 |
Common stock issued for settlement of debt. Value | 365,678 | 0 |
Amount owing for acquisition of IOT | 60,000 | 0 |
Common stock issued for forbearance of debt | 2,900 | 0 |
Replacement of convertible notes to note payable | $ 1,000,000 | $ 0 |
NOTE 1 -ORGANIZATION AND DESCRI
NOTE 1 -ORGANIZATION AND DESCRIPTION OF BUSINESS | 9 Months Ended |
Sep. 30, 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, SMS 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. Acquisition 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 (“loT Labs”). The loT Labs’ principal business activity is the sale of Short Messages (SMS) between USA and Mexico. COVID-19 A novel strain of coronavirus (COVID-19) was first identified in December 2019, and subsequently declared a global pandemic by the World Health Organization on March 11, 2020. As a result of the outbreak, many companies have experienced disruptions in their operations and in markets served. The Company has instituted some and may take additional temporary precautionary measures intended to help ensure the well-being of its employees and minimize business disruption. The Company considered the impact of COVID-19 on the assumptions and estimates used and determined that there were no material adverse impacts on the Company’s results of operations and financial position at September 30, 2020. The full extent of the future impacts of COVID-19 on the Company’s operations is uncertain. A prolonged outbreak could have a material adverse impact on financial results and business operations of the Company, including the timing and ability of the Company to collect accounts receivable and the ability of the Company to continue to provide high quality services to its clients. The Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of November 13 2020, the date of issuance of this Quarterly Report on Form 10-Q. These estimates may change, as new events occur and additional information is obtained. |
NOTE 2 -SUMMARY OF SIGNIFICANT
NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 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 September 30, 2020 and the results of operations and cash flows for the periods presented. The results of operations for the nine months ended September 30, 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 owned subsidiaries, Etelix.com USA, LLC, SwissLink Carrier AG, ITSBCHAIN, LLC, QGLOBAL SMS, LLC and loT Labs, 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. dollars in accordance with ASC 830, “ Foreign Currency Matters The Company’s, Etelix’s, ITSBCHAIN, LLC’s, QGLOBAL SMS, LLC’s and loT Labs LLC’s functional currency and reporting currency is the U.S. dollar, SwissLink’s functional currency is the Swiss Franc (“CHF”). SwissLink translates their records into U.S. dollars as follows: · · · Adjustments arising from such translations are included in accumulated other comprehensive income in stockholders’ equity. September 30, December 31, 2020 2019 Spot CHF: USD exchange rate $ 1.0849 $ 1.0333 Average CHF: USD exchange rate $ 1.0528 $ 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 September 30, 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 nine months ended September 30, 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; however, management believes that there is no unusual risk present, as the Company places its cash with financial institutions which management considers being of high quality. During the nine months ended September 30, 2020, fourteen customers represented 80% of our consolidated revenues. During the nine months ended September 30, 2019, six customers represented 79% of our consolidated revenues. 39% of the revenue comes from customers under prepayment conditions which means there is no credit or bad debt risk on that portion of the customers portfolio. 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. Management considers persuasive evidence of a sales arrangement to be a written interconnection agreement. The Company’s payment terms vary by clients. Lease The Company leases office space for corporate and network monitoring activities and to house telecommunications equipment. In accordance with ASC 842, “ Leases 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 | 9 Months Ended |
Sep. 30, 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 $3,501,963 for the nine months ended September 30, 2020 and has negative working capital as of September 30, 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 - ACQUISITION
NOTE 4 - ACQUISITION | 9 Months Ended |
Sep. 30, 2020 | |
Notes | |
NOTE 4 - ACQUISITION | NOTE 4 - ACQUISITION 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. 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. The following table summarizes the fair value of the consideration paid by the Company and the fair value amounts assigned to the assets acquired on the acquisition date: April 15, 2020 Fair Value of Consideration: Cash $ 180,000 Total Purchase Price $ 180,000 loT Labs has been included in our consolidated results of operations since the acquisition date. The following table summarizes the identifiable assets acquired and liabilities assumed upon acquisition of IoT Labs and the calculation of goodwill: Total purchase price $ 180,000 Cash 135,781 Other current assets 953 Property and equipment 34,075 Intangible asset 21,875 Total identifiable assets 192,684 Accounts payable (100) Total liabilities assumed (100) Net assets 192,584 Non-controlling interest 94,366 Total net assets 98,218 Goodwill $ 81,782 Unaudited combined proforma results of operations for the nine months ended September 30, 2020 and 2019 as though the Company acquired loT Labs on January 1, 2019, are set forth below: Nine Months Ended September 30, 2020 2019 Revenues $ 40,313,358 $ 32,007,532 Cost of revenues 39,418,379 31,354,143 Gross profit 894,979 653,389 Operating expenses 3,211,867 40,313,358 Operating loss (2,316,888) 39,418,379 Other expense (1,044,813) (4,590,259) Net Loss $ (3,361,701) $ (5,004,853) |
NOTE 5 - PREPAID AND OTHER CURR
NOTE 5 - PREPAID AND OTHER CURRENT ASSETS | 9 Months Ended |
Sep. 30, 2020 | |
Notes | |
NOTE 5 - PREPAID AND OTHER CURRENT ASSETS | NOTE 5 – PREPAID AND OTHER CURRENT ASSETS Prepaid and other current assets at September 30, 2020 and December 31, 2019 consist of the following: September 30, December 31, 2020 2019 Advance payment to suppliers $ 6,600 $ 6,600 Other receivable 61,006 78,936 Prepaid expenses 1,221 5,834 Tax receivable 600 600 $ 69,427 $ 91,970 |
NOTE 6 - PROPERTY AND EQUIPMENT
NOTE 6 - PROPERTY AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2020 | |
Notes | |
NOTE 6 - PROPERTY AND EQUIPMENT | NOTE 6 – PROPERTY AND EQUIPMENT Property and equipment at September 30, 2020 and December 31, 2019 consist of the following: September 30, December 31, 2020 2019 Telecommunication equipment $ 258,790 $ 249,169 Telecommunication software 514,652 436,124 Other equipment 46,371 8,497 Total property and equipment 819,813 693,790 Accumulated depreciation and amortization (465,347) (405,820) Total property and equipment $ 354,466 $ 287,970 Depreciation expense for the nine months ended September 30, 2020 and 2019 amounted to $49,318 and $26,473, respectively. |
NOTE 7 -LOANS PAYABLE
NOTE 7 -LOANS PAYABLE | 9 Months Ended |
Sep. 30, 2020 | |
Notes | |
NOTE 7 -LOANS PAYABLE | NOTE 7 –LOANS PAYABLE Loans payable at September 30, 2020 and December 31, 2019 consist of the following: September 30, 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 October 17, 2019 and due on March 31, 2020 30.0% Complete Business Solutions_8 - 52,170 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 November 20, 2020 12.0% Martin Mendoza Diaz 5,000 5,000 Note was issued on November 20, 2019 and due on November 20, 2020 12.0% Martus 104,363 99,399 Note was issued on October 23, 2018 and due on January 3, 2022 5.0% Swisspeers AG 56,259 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 December 15, 2020 12.0% Apollo Management Group, Inc 2 68,421 - Note was issued on March 25, 2020 and due on December 15, 2020 12.0% Apollo Management Group, Inc 3 66,316 - Note was issued on April 1, 2020 and due on October 1, 2021 12.0% Apollo Management Group, Inc 4 73,684 - Note was issued on April 2, 2020 and due on October 2, 2021 12.0% Apollo Management Group, Inc 5 36,842 - Note was issued on April 7, 2020 and due on October 7, 2021 12.0% Apollo Management Group, Inc 6 84,211 - Note was issued on April 15, 2020 and due on October 15, 2021 12.0% Apollo Management Group, Inc 7 77,095 - Note was issued on April 20, 2020 and due on December 15, 2020 12.0% Apollo Management Group, Inc 11 21,961 - Note was issued on July 1, 2020 and due on December 15, 2020 12.0% Apollo Management Group, Inc 12 21,053 - Note was issued on August 7, 2020 and due on December 15, 2020 12.0% Labrys Fund 490,000 - Note was issued on June 26, 2020 and due on April 1, 2021 12.0% M2B Funding Corp 300,000 - Note was issued on September 1, 2020 and due on September 1, 2021 12.0% YES LENDER LLC 3 55,313 - Note was issued on August 3, 2020 and due on January 12, 2021 26.0% Darlene Covi19 108,490 - Note was issued on April 1, 2020 and due on March 31, 2025 0.0% Total 1,639,166 267,692 Less: Unamortized debt discount (474) - Total loans payable 1,638,692 267,692 Less: Current portion of loans payable (1,369,580) (89,671) Long-term loans payable $ 269,112 $ 178,021 Loans payable to related parties at September 30, 2020 and December 31, 2019 consist of the following: September 30, December 31, 2020 2019 Alonso Van Der Biest $ 80,200 $ 80,200 Alvaro Quintana 10,587 10,587 49% of Shareholder of SwissLink 1,667,575 1,588,261 49% of Shareholder of SwissLink 216,980 206,660 Total 1,975,342 1,885,708 Less: Current portion of loans payable 1,975,342 1,885,708 Long-term loans payable $ - $ - During the nine months ended September 30, 2020 and 2019, the Company borrowed amounts from third parties totaling $933,280 and $446,824, which includes original issue discount and financing costs of $34,316 and $17,953, respectively, and repaid the principal amount of $607,447 and $534,651, respectively. During the nine months ended September 30, 2020 and 2019, the Company recorded interest expense of $180,843 and $154,507 and recognized amortization of discount, included in interest expense, of $33,842 and $17,953, respectively. |
NOTE 8 - OTHER CURRENT LIABILIT
NOTE 8 - OTHER CURRENT LIABILITIES | 9 Months Ended |
Sep. 30, 2020 | |
Notes | |
NOTE 8 - OTHER CURRENT LIABILITIES | NOTE 8 – OTHER CURRENT LIABILITIES Other current liabilities at September 30, 2020 and December 31, 2019 consist of the following: September 30, December 31, 2020 2019 Accrued liabilities $ 10,938 $ 2,700 Credit card liabilities - 4,987 Accrued interest 271,560 365,345 Salary payable - management 352,131 268,231 Employee benefits 111,355 192,288 Other current liabilities 15,228 14,933 $ 761,212 $ 848,484 |
NOTE 9 - CONVERTIBLE LOANS
NOTE 9 - CONVERTIBLE LOANS | 9 Months Ended |
Sep. 30, 2020 | |
Notes | |
NOTE 9 - CONVERTIBLE LOANS | NOTE 9 - CONVERTIBLE NOTES At September 30, 2020 and December 31, 2019, convertible notes consist of the following: September 30, December 31, 2020 2019 Promissory notes – Issued in fiscal year 2019, with variable conversion features $ 5,000 $ 1,908,750 Promissory notes – Issued in fiscal year 2020, with variable conversion features 1,695,327 - Total convertible notes payable 1,700,327 1,908,750 Less: Unamortized debt discount (418,872) (646,212) Total convertible notes 1,281,455 1,262,538 Less: current portion of convertible notes 1,279,011 1,251,096 Long-term convertible notes $ 2,444 $ 11,442 During the nine months ended September 30, 2020 and 2019, the Company recorded interest expense of $689,996 and $349,027 and recognized amortization of discount, included in interest expense, of $1,463,426 and $1,255,815, respectively. During the nine months ended September 30, 2020 and 2019, the Company repaid notes of $492,190 and $660,401 and accrued interest including prepayment penalty of $552,631 and $295,000. Conversion During the nine months ended September 30, 2020, the Company converted notes with principal amounts of $681,118 and accrued interest of $86,313 into 35,813,477 shares of common stock. The corresponding derivative liability at the date of conversion of $3,742,060 was settled through additional paid in capital. Settlement On June 10, 2020, the Company settled a convertible note with accrued interest of $64,230 with a total of 650,000 share issuances. The Company issued 200,000 shares in June, 225,000 shares in July and 503,571 shares in August, which included 278,571 true-up shares. As a result, the Company recognized a loss on settlement of debt of $24,699. On June 26, 2020, the Company issued a loan payable of $700,000 to Labrys Fund to settle the previously-outstanding convertible notes with accrued interest of $986,340. As a result, the Company recognized a gain on settlement of debt of $286,340 (Note 7). On July 22, 2020, the Company settled a convertible note with accrued interest of $ 64,363 and an original common stock purchase warrant to purchase 20,000 shares of common stock with a total of 650,000 share issuances. During the period ended September 30, 2020, the Company issued 1,038,375 shares which included 388,375 true-up shares. As a result, the Company recognized a loss on settlement of debt of $9,886. On September 1, 2020, the Company entered into a Multipurpose agreement and issued a new note which a principal balance of $1,045,327 to replace the 15 notes issued from January 2020 to May 2020 which an aggregate principal amount was $985,556 and an aggregate accrued interest was $59,771. The Company also issued another promissory note of $300,000 (Note 7). As a result, the Company recognized a loss on settlement of debt of $300,000. 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 nine months ended September 30, 2020, the Company issued a total of $2,708,771 in notes with the following terms: · · · · Notes allow the Company to redeem the notes at a range from 120% to 125% provided that no redemption is allowed after the 180 th th Derivative liabilities The Company determined that the conversion option in the notes met the definition of liabilities 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 warrants using the Black Scholes valuation model. The fair value of the derivative liability for all the note and warrants that became convertible for the nine months ended September 30, 2020, amounted to $2,047,278. $1,006,642 of the value assigned to the derivative liability was recognized as a debt discount to the notes while the balance of $1,040,636 was recognized as a “day 1” derivative loss. The fair value of the derivative liability for all the notes and warrants 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 nine months ended September 30, 2020 follows: Warrants Outstanding Weighted Average Shares Exercise Price Outstanding, December 31, 2019 367,343 $ 0.480 Granted 6,500,000 - Reset 10,813,001 0.012 Cashless Exercised (4,097,010) - Forfeited/canceled (7,083,334) - Outstanding, September 30, 2020 6,500,000 $ 0.024 The reset feature of warrants associated with the convertible notes was effective at the time that a separate convertible note with lower exercise price was issued. As a result of the reset features for warrants, the warrants increased by 10,813,001 at $0.0012 per share. We accounted for the issuance of the warrants as a liability and recognized the derivative liability. The following table summarizes information relating to outstanding and exercisable warrants as of September 30, 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 6,500,000 5.70 $ 0.024 6,500,000 $ 0.024 The intrinsic value of the warrants as of September 30, 2020 is $303,250. |
NOTE 10 - DERIVATIVE LIABILITIE
NOTE 10 - DERIVATIVE LIABILITIES | 9 Months Ended |
Sep. 30, 2020 | |
Notes | |
NOTE 10 - DERIVATIVE LIABILITIES | NOTE 10 - DERIVATIVE LIABILITIES The Company analyzed the conversion options for derivative accounting consideration under ASC 815, “ Derivatives 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 September 30, 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: Nine Months Ended Year Ended September 30, December31, 2020 2019 Expected term 0.02 - 6.00 years 0.03 - 5.00 years Expected average volatility 74% - 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 nine months ended September 30, 2020: Fair Value Measurements Using Significant Observable Inputs (Level 3) Balance - December 31, 2019 $ 4,744,134 Addition of new derivatives recognized as debt discounts 1,006,642 Addition of new derivatives recognized as loss on derivatives 1,040,636 Settled on issuance of common stock (3,742,060) Change in fair value of the derivative (2,391,149) Balance - September 30, 2020 $ 658,203 The aggregate (gain) loss on derivatives during the nine months ended September 30, 2020 and 2019 was as follows: Nine Months Ended September 30, 2020 2019 Addition of new derivatives recognized as loss on derivatives $ 1,040,636 $ 3,062,299 (Gain) loss on change in fair value of the derivative (2,391,149) (260,593) $ (1,350,513) $ 2,801,706 |
NOTE 11 - SHAREHOLDERS' EQUITY
NOTE 11 - SHAREHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2020 | |
Notes | |
NOTE 11 - SHAREHOLDERS' EQUITY | NOTE 11 – STOCKHOLDERS’ EQUITY The Company’s authorized capital consists of 300,000,000 shares of common stock with a par value of $0.001 per share. During the nine months ended September 30, 2020, the Company issued 60,177,619 shares of common stock, valued at fair market value on issuance as follows; · · · · · · As of September 30, 2020 and December 31, 2019, 78,186,210 and 18,008,591 shares of common stock were issued and outstanding, respectively. |
NOTE 12 - RELATED PARTY TRANSAC
NOTE 12 - RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2020 | |
Notes | |
NOTE 12 - RELATED PARTY TRANSACTIONS | NOTE 12 - RELATED PARTY TRANSACTIONS Due from related party During the nine months ended September 30, 2020, the Company loaned $17,187 to related parties who are a shareholder and a former director, collected $388 and wrote off amounts totaling $43,375. As of September 30, 2020, and December 31, 2019, the Company had due from related parties of $290,284 and $316,860, respectively. The amounts are unsecured, non-interest bearing and due on demand. Due to related parties During the nine months ended September 30, 2020, the Company borrowed $182 from the CFO of the Company and repaid $197 to the CEO and CFO. During the nine months ended September 30, 2020, the Company borrowed $20,000 from Francisco Bunt who owns 49% of loT Labs and repaid $20,000. As of September 30, 2020, and December 31, 2019, the Company had amounts due to related parties of $94,616, which included $60,000 to Francisco Bunt (Note 4) 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 nine months ended September 30, 2020 and 2019, the Company recorded management fees of $378,000 and $226,000 and paid $91,600 and $116,200, respectively. During the nine months ended September 30, 2020, the Company settled accrued salary – management of $202,500 and issued 4,308,510 shares. As at September 30, 2020 and December 31, 2019, the Company accrued management salaries of $352,131 and $268,231, respectively. |
NOTE 13 - COMMITMENTS AND CONTI
NOTE 13 - COMMITMENTS AND CONTIGENCIES | 9 Months Ended |
Sep. 30, 2020 | |
Notes | |
NOTE 13 - COMMITMENTS AND CONTIGENCIES | NOTE 13 – 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 nine months ended September 30, 2020 and 2019, the Company incurred $16,100 and $17,600, respectively. |
NOTE 14 - SEGMENT
NOTE 14 - SEGMENT | 9 Months Ended |
Sep. 30, 2020 | |
Notes | |
NOTE 14 - SEGMENT | NOTE 14 – SEGMENT At September 30, 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 and nine months ended September 30, 2020 and 2019: Three months Ended September 30, 2020 USA Switzerland Elimination Total Revenues $ 11,763,153 $ 1,535,881 $ (7,336) $ 13,291,698 Cost of revenue 11,830,752 1,335,269 (7,336) 13,158,685 Gross profit (67,599) 200,612 - 133,013 Operating expenses General and administration 784,662 174,125 - 958,787 Operating income (loss) (852,261) 26,487 - (825,774) Other income (expense) (131,391) (13,060) - (144,451) Net income $ (983,652) $ 13,427 $ - $ (970,225) Three months Ended September 30, 2019 USA Switzerland Elimination Total Revenues $ 3,637,957 $ 534,590 $ - $ 4,172,547 Cost of revenue 3,486,658 442,479 - 3,929,137 Gross profit 151,299 92,111 - 243,410 Operating expenses General and administration 380,146 112,636 - 492,782 Operating income (loss) (228,847) (20,525) - (249,372) Other income (expense) (3,256,348) (12,303) - (3,268,651) Income credit - 852 - 852 Net loss $ (3,485,195) $ (31,976) $ - $ (3,517,171) Nine months Ended September 30, 2020 USA Switzerland Elimination Total Revenues $ 25,531,523 $ 3,917,085 $ (9,412) $ 29,439,196 Cost of revenue 25,339,224 3,405,204 (9,412) 28,735,016 Gross profit 192,299 511,881 - 704,180 Operating expenses General and administration 2,658,721 502,609 - 3,161,330 Operating income (loss) (2,466,422) 9,272 - (2,457,150) Other income (expense) (1,022,167) (22,646) - (1,044,813) Net loss $ (3,488,589) $ (13,374) $ - $ (3,501,963) Nine months Ended September 30, 2019 USA Switzerland Elimination Total Revenues $ 12,054,519 $ 534,590 $ - $ 12,589,109 Cost of revenue 11,559,371 442,479 - 12,001,850 Gross profit 495,148 92,111 - 587,259 Operating expenses General and administration 912,206 112,636 - 1,024,842 Operating income (loss) (417,058) (20,525) - (437,583) Other income (expense) (4,577,956) (12,303) - (4,590,259) Income credit - 852 - 852 Net loss $ (4,995,014) $ (31,976) $ - $ (5,026,990) 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 September 30, 2020 and December 31, 2019: September 30, 2020 USA Switzerland Elimination Total Assets Current assets $ 3,146,769 $ 675,725 $ (853,841) $ 2,968,653 Non-current assets $ 3,490,235 $ 534,882 $ (1,669,515) $ 2,355,602 Liabilities Current liabilities $ 6,419,048 $ 2,375,682 $ (853,841) $ 7,940,889 Non-current liabilities $ 2,444 $ 424,192 $ - $ 426,636 December 31, 2019 USA Switzerland Elimination Total 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 15 - SUBSEQUENT EVENTS
NOTE 15 - SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2020 | |
Notes | |
NOTE 15 - SUBSEQUENT EVENTS | NOTE 15 - SUBSEQUENT EVENTS Subsequent to September 30, 2020 and through the date that these financials were made available, the Company had the following subsequent events: On November 1, 2020, our board of directors approved amended employments in favor of our Chief Executive Officer, Leandro Iglesias, our Chief Financial Officer, Alvaro Quintana, and our Chief Commercial Officer, Juan Carlos Lopez Silva. The amended employment agreement in favor of Mr. Iglesias extended the term of employment from 36 months to 60 months. The now five year employment agreement with Mr. Iglesias provides that we will compensate him with a salary of $17,000 monthly and he is eligible for quarterly bonus of 250,000 shares of our common stock. If we do not have the cash available, the agreement provides that Mr. Iglesias may convert his accrued salary/bonus into shares of our common stock or newly created Series A Preferred Stock. For common shares, the amount of accrued salary to be converted into shares must be determined by considering the average price per share of the Company’s common stock on the OTC Markets during the last 10 days and applying a discount of 25%.” For Series A Preferred Shares, the amount of accrued salary to be converted into shares is the per share conversion price for common shares multiplied by ten US Dollars ($10). Mr. Iglesias has a further right to convert any common shares under his control into Series A Preferred shares at any time at a rate of ten (10) common shares for each Series A Preferred share. The amended employment agreement in favor of Mr. Quintana extended the term of employment from 36 months to 60 months. The now five year employment agreement with Mr. Quintana provides that he is eligible for quarterly bonus of 200,000 shares of our common stock. If we do not have the cash available, the agreement provides that Mr. Quintana may convert his accrued salary/bonus into shares of our common stock or newly created Series A Preferred Stock. For common shares, the amount of accrued salary to be converted into shares must be determined by considering the average price per share of the Company’s common stock on the OTC Markets during the last 10 days and applying a discount of 25%.” For Series A Preferred Shares, the amount of accrued salary to be converted into shares is the per share conversion price for common shares multiplied by ten US Dollars ($10). Mr. Quintana has a further right to convert any common shares under his control into Series A Preferred shares at any time at a rate of ten (10) common shares for each Series A Preferred share. The amended employment agreement in favor of Mr. Silva extended the term of employment from 36 months to 60 months. Mr. Silva is eligible for quarterly bonuses of 150,000 shares of our common stock. If we do not have the cash available, the agreement provides that Mr. Iglesias may convert his accrued salary/bonus into shares of our common stock at the average price of our common stock during the last 10 days after applying a discount of 25%. On November 3, 2020, pursuant to Article III of our Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock entitled Series A Preferred Stock, consisting of up 10,000 shares, par value $0.001. Under the Certificate of Designation, holders of Series A Preferred Stock will participate on an equal basis per-share with holders of our common stock in any distribution upon winding up, dissolution, or liquidation. Holders of Series A Preferred Stock are entitled to vote together with the holders of our common stock on all matters submitted to shareholders at a rate of 51% of the total vote of shareholders. The rights of the holders of Series A Preferred Stock are defined in the relevant Certificate of Designation filed with the Nevada Secretary of State on November 3, 2020. |
NOTE 2 -SUMMARY OF SIGNIFICAN_2
NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Consolidation Policy (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Policies | |
Consolidation Policy | Consolidation Policy The consolidated financial statements of the Company include the accounts of the Company and its owned subsidiaries, Etelix.com USA, LLC, SwissLink Carrier AG, ITSBCHAIN, LLC, QGLOBAL SMS, LLC and loT Labs, 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) | 9 Months Ended |
Sep. 30, 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) | 9 Months Ended |
Sep. 30, 2020 | |
Policies | |
Foreign Currency Translation and Re-measurement | Foreign Currency Translation and Re-measurement The Company translates its foreign operations to U.S. dollars in accordance with ASC 830, “ Foreign Currency Matters The Company’s, Etelix’s, ITSBCHAIN, LLC’s, QGLOBAL SMS, LLC’s and loT Labs LLC’s functional currency and reporting currency is the U.S. dollar, SwissLink’s functional currency is the Swiss Franc (“CHF”). SwissLink translates their records into U.S. dollars as follows: · · · Adjustments arising from such translations are included in accumulated other comprehensive income in stockholders’ equity. September 30, December 31, 2020 2019 Spot CHF: USD exchange rate $ 1.0849 $ 1.0333 Average CHF: USD exchange rate $ 1.0528 $ 1.0122 |
NOTE 2 -SUMMARY OF SIGNIFICAN_5
NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Accounts Receivable and Allowance for Uncollectible Accounts (Policies) | 9 Months Ended |
Sep. 30, 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 September 30, 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 nine months ended September 30, 2020 and 2019. |
NOTE 2 -SUMMARY OF SIGNIFICAN_6
NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Concentrations of Credit Risk (Policies) | 9 Months Ended |
Sep. 30, 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; however, management believes that there is no unusual risk present, as the Company places its cash with financial institutions which management considers being of high quality. During the nine months ended September 30, 2020, fourteen customers represented 80% of our consolidated revenues. During the nine months ended September 30, 2019, six customers represented 79% of our consolidated revenues. 39% of the revenue comes from customers under prepayment conditions which means there is no credit or bad debt risk on that portion of the customers portfolio. |
NOTE 2 -SUMMARY OF SIGNIFICAN_7
NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Revenue Recognition (Policies) | 9 Months Ended |
Sep. 30, 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. Management considers persuasive evidence of a sales arrangement to be 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) | 9 Months Ended |
Sep. 30, 2020 | |
Policies | |
Lease | Lease The Company leases office space for corporate and network monitoring activities and to house telecommunications equipment. In accordance with ASC 842, “ Leases 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) | 9 Months Ended |
Sep. 30, 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) | 9 Months Ended |
Sep. 30, 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) | 9 Months Ended |
Sep. 30, 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) | 9 Months Ended |
Sep. 30, 2020 | |
Tables/Schedules | |
Schedule of adjustments arising from foreign currency translation | September 30, December 31, 2020 2019 Spot CHF: USD exchange rate $ 1.0849 $ 1.0333 Average CHF: USD exchange rate $ 1.0528 $ 1.0122 |
NOTE 4 - ACQUISITION_ Schedule
NOTE 4 - ACQUISITION: Schedule of Fair value of the consideration paid (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Tables/Schedules | |
Schedule of Fair value of the consideration paid | April 15, 2020 Fair Value of Consideration: Cash $ 180,000 Total Purchase Price $ 180,000 |
NOTE 4 - ACQUISITION_ Schedul_2
NOTE 4 - ACQUISITION: Schedule of Identifiable assets acquired and liabilities assumed (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Tables/Schedules | |
Schedule of Identifiable assets acquired and liabilities assumed | Total purchase price $ 180,000 Cash 135,781 Other current assets 953 Property and equipment 34,075 Intangible asset 21,875 Total identifiable assets 192,684 Accounts payable (100) Total liabilities assumed (100) Net assets 192,584 Non-controlling interest 94,366 Total net assets 98,218 Goodwill $ 81,782 |
NOTE 4 - ACQUISITION_ Schedul_3
NOTE 4 - ACQUISITION: Schedule of Unaudited combined proforma results of operations (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Tables/Schedules | |
Schedule of Unaudited combined proforma results of operations | Nine Months Ended September 30, 2020 2019 Revenues $ 40,313,358 $ 32,007,532 Cost of revenues 39,418,379 31,354,143 Gross profit 894,979 653,389 Operating expenses 3,211,867 40,313,358 Operating loss (2,316,888) 39,418,379 Other expense (1,044,813) (4,590,259) Net Loss $ (3,361,701) $ (5,004,853) |
NOTE 5 - PREPAID AND OTHER CU_2
NOTE 5 - PREPAID AND OTHER CURRENT ASSETS: Schedule of Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Tables/Schedules | |
Schedule of Other Current Assets | September 30, December 31, 2020 2019 Advance payment to suppliers $ 6,600 $ 6,600 Other receivable 61,006 78,936 Prepaid expenses 1,221 5,834 Tax receivable 600 600 $ 69,427 $ 91,970 |
NOTE 6 - PROPERTY AND EQUIPME_2
NOTE 6 - PROPERTY AND EQUIPMENT: Schedule of Property, Plant and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Tables/Schedules | |
Schedule of Property, Plant and Equipment | September 30, December 31, 2020 2019 Telecommunication equipment $ 258,790 $ 249,169 Telecommunication software 514,652 436,124 Other equipment 46,371 8,497 Total property and equipment 819,813 693,790 Accumulated depreciation and amortization (465,347) (405,820) Total property and equipment $ 354,466 $ 287,970 |
NOTE 7 -LOANS PAYABLE_ Schedule
NOTE 7 -LOANS PAYABLE: Schedule of Loans Payable (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Tables/Schedules | |
Schedule of Loans Payable | September 30, 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 October 17, 2019 and due on March 31, 2020 30.0% Complete Business Solutions_8 - 52,170 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 November 20, 2020 12.0% Martin Mendoza Diaz 5,000 5,000 Note was issued on November 20, 2019 and due on November 20, 2020 12.0% Martus 104,363 99,399 Note was issued on October 23, 2018 and due on January 3, 2022 5.0% Swisspeers AG 56,259 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 December 15, 2020 12.0% Apollo Management Group, Inc 2 68,421 - Note was issued on March 25, 2020 and due on December 15, 2020 12.0% Apollo Management Group, Inc 3 66,316 - Note was issued on April 1, 2020 and due on October 1, 2021 12.0% Apollo Management Group, Inc 4 73,684 - Note was issued on April 2, 2020 and due on October 2, 2021 12.0% Apollo Management Group, Inc 5 36,842 - Note was issued on April 7, 2020 and due on October 7, 2021 12.0% Apollo Management Group, Inc 6 84,211 - Note was issued on April 15, 2020 and due on October 15, 2021 12.0% Apollo Management Group, Inc 7 77,095 - Note was issued on April 20, 2020 and due on December 15, 2020 12.0% Apollo Management Group, Inc 11 21,961 - Note was issued on July 1, 2020 and due on December 15, 2020 12.0% Apollo Management Group, Inc 12 21,053 - Note was issued on August 7, 2020 and due on December 15, 2020 12.0% Labrys Fund 490,000 - Note was issued on June 26, 2020 and due on April 1, 2021 12.0% M2B Funding Corp 300,000 - Note was issued on September 1, 2020 and due on September 1, 2021 12.0% YES LENDER LLC 3 55,313 - Note was issued on August 3, 2020 and due on January 12, 2021 26.0% Darlene Covi19 108,490 - Note was issued on April 1, 2020 and due on March 31, 2025 0.0% Total 1,639,166 267,692 Less: Unamortized debt discount (474) - Total loans payable 1,638,692 267,692 Less: Current portion of loans payable (1,369,580) (89,671) Long-term loans payable $ 269,112 $ 178,021 |
NOTE 7 -LOANS PAYABLE_ Schedu_2
NOTE 7 -LOANS PAYABLE: Schedule of Loans Payable to Related Parties (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Tables/Schedules | |
Schedule of Loans Payable to Related Parties | September 30, December 31, 2020 2019 Alonso Van Der Biest $ 80,200 $ 80,200 Alvaro Quintana 10,587 10,587 49% of Shareholder of SwissLink 1,667,575 1,588,261 49% of Shareholder of SwissLink 216,980 206,660 Total 1,975,342 1,885,708 Less: Current portion of loans payable 1,975,342 1,885,708 Long-term loans payable $ - $ - |
NOTE 8 - OTHER CURRENT LIABIL_2
NOTE 8 - OTHER CURRENT LIABILITIES: Schedule of Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Tables/Schedules | |
Schedule of Other Current Liabilities | September 30, December 31, 2020 2019 Accrued liabilities $ 10,938 $ 2,700 Credit card liabilities - 4,987 Accrued interest 271,560 365,345 Salary payable - management 352,131 268,231 Employee benefits 111,355 192,288 Other current liabilities 15,228 14,933 $ 761,212 $ 848,484 |
NOTE 9 - CONVERTIBLE LOANS_ Sch
NOTE 9 - CONVERTIBLE LOANS: Schedule of convertible loans (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Tables/Schedules | |
Schedule of convertible loans | September 30, December 31, 2020 2019 Promissory notes – Issued in fiscal year 2019, with variable conversion features $ 5,000 $ 1,908,750 Promissory notes – Issued in fiscal year 2020, with variable conversion features 1,695,327 - Total convertible notes payable 1,700,327 1,908,750 Less: Unamortized debt discount (418,872) (646,212) Total convertible notes 1,281,455 1,262,538 Less: current portion of convertible notes 1,279,011 1,251,096 Long-term convertible notes $ 2,444 $ 11,442 |
NOTE 9 - CONVERTIBLE LOANS_ S_2
NOTE 9 - CONVERTIBLE LOANS: Schedule of Warrants Activity (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Tables/Schedules | |
Schedule of Warrants Activity | Warrants Outstanding Weighted Average Shares Exercise Price Outstanding, December 31, 2019 367,343 $ 0.480 Granted 6,500,000 - Reset 10,813,001 0.012 Cashless Exercised (4,097,010) - Forfeited/canceled (7,083,334) - Outstanding, September 30, 2020 6,500,000 $ 0.024 |
NOTE 9 - CONVERTIBLE LOANS_ S_3
NOTE 9 - CONVERTIBLE LOANS: Schedule of outstanding and exercisable warrants (Tables) | 9 Months Ended |
Sep. 30, 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 6,500,000 5.70 $ 0.024 6,500,000 $ 0.024 |
NOTE 10 - DERIVATIVE LIABILIT_2
NOTE 10 - DERIVATIVE LIABILITIES: Schedule of Fair Value Measurement of Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Tables/Schedules | |
Schedule of Fair Value Measurement of Liabilities | Nine Months Ended Year Ended September 30, December31, 2020 2019 Expected term 0.02 - 6.00 years 0.03 - 5.00 years Expected average volatility 74% - 550% 4% - 639% Expected dividend yield - - Risk-free interest rate 0.05% - 2.56% 1.44% - 2.57% |
NOTE 10 - DERIVATIVE LIABILIT_3
NOTE 10 - DERIVATIVE LIABILITIES: Schedule of Fair Value Measurements Using Significant Observable Inputs (Level 3) (Tables) | 9 Months Ended |
Sep. 30, 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 Addition of new derivatives recognized as debt discounts 1,006,642 Addition of new derivatives recognized as loss on derivatives 1,040,636 Settled on issuance of common stock (3,742,060) Change in fair value of the derivative (2,391,149) Balance - September 30, 2020 $ 658,203 |
NOTE 10 - DERIVATIVE LIABILIT_4
NOTE 10 - DERIVATIVE LIABILITIES: Schedule of loss on derivative liability included in Income Statement (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Tables/Schedules | |
Schedule of loss on derivative liability included in Income Statement | Nine Months Ended September 30, 2020 2019 Addition of new derivatives recognized as loss on derivatives $ 1,040,636 $ 3,062,299 (Gain) loss on change in fair value of the derivative (2,391,149) (260,593) $ (1,350,513) $ 2,801,706 |
NOTE 14 - SEGMENT_ Schedule of
NOTE 14 - SEGMENT: Schedule of operating activities information by geographic segment (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Tables/Schedules | |
Schedule of operating activities information by geographic segment | The following table shows operating activities information by geographic segment for the three and nine months ended September 30, 2020 and 2019: Three months Ended September 30, 2020 USA Switzerland Elimination Total Revenues $ 11,763,153 $ 1,535,881 $ (7,336) $ 13,291,698 Cost of revenue 11,830,752 1,335,269 (7,336) 13,158,685 Gross profit (67,599) 200,612 - 133,013 Operating expenses General and administration 784,662 174,125 - 958,787 Operating income (loss) (852,261) 26,487 - (825,774) Other income (expense) (131,391) (13,060) - (144,451) Net income $ (983,652) $ 13,427 $ - $ (970,225) Three months Ended September 30, 2019 USA Switzerland Elimination Total Revenues $ 3,637,957 $ 534,590 $ - $ 4,172,547 Cost of revenue 3,486,658 442,479 - 3,929,137 Gross profit 151,299 92,111 - 243,410 Operating expenses General and administration 380,146 112,636 - 492,782 Operating income (loss) (228,847) (20,525) - (249,372) Other income (expense) (3,256,348) (12,303) - (3,268,651) Income credit - 852 - 852 Net loss $ (3,485,195) $ (31,976) $ - $ (3,517,171) Nine months Ended September 30, 2020 USA Switzerland Elimination Total Revenues $ 25,531,523 $ 3,917,085 $ (9,412) $ 29,439,196 Cost of revenue 25,339,224 3,405,204 (9,412) 28,735,016 Gross profit 192,299 511,881 - 704,180 Operating expenses General and administration 2,658,721 502,609 - 3,161,330 Operating income (loss) (2,466,422) 9,272 - (2,457,150) Other income (expense) (1,022,167) (22,646) - (1,044,813) Net loss $ (3,488,589) $ (13,374) $ - $ (3,501,963) Nine months Ended September 30, 2019 USA Switzerland Elimination Total Revenues $ 12,054,519 $ 534,590 $ - $ 12,589,109 Cost of revenue 11,559,371 442,479 - 12,001,850 Gross profit 495,148 92,111 - 587,259 Operating expenses General and administration 912,206 112,636 - 1,024,842 Operating income (loss) (417,058) (20,525) - (437,583) Other income (expense) (4,577,956) (12,303) - (4,590,259) Income credit - 852 - 852 Net loss $ (4,995,014) $ (31,976) $ - $ (5,026,990) |
NOTE 14 - SEGMENT_ Schedule o_2
NOTE 14 - SEGMENT: Schedule of asset information by geographic segment (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Tables/Schedules | |
Schedule of asset information by geographic segment | September 30, 2020 USA Switzerland Elimination Total Assets Current assets $ 3,146,769 $ 675,725 $ (853,841) $ 2,968,653 Non-current assets $ 3,490,235 $ 534,882 $ (1,669,515) $ 2,355,602 Liabilities Current liabilities $ 6,419,048 $ 2,375,682 $ (853,841) $ 7,940,889 Non-current liabilities $ 2,444 $ 424,192 $ - $ 426,636 December 31, 2019 USA Switzerland Elimination Total 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) | 9 Months Ended |
Sep. 30, 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) | Sep. 30, 2020 | Dec. 31, 2019 |
Details | ||
Spot CHF: USD exchange rate | 1.0849 | 1.0333 |
Average CHF: USD exchange rate | 1.0528 | 1.0122 |
NOTE 3 - GOING CONCERN (Details
NOTE 3 - GOING CONCERN (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Details | ||||
Net loss | $ (970,225) | $ (3,517,171) | $ (3,501,963) | $ (5,026,990) |
NOTE 5 - PREPAID AND OTHER CU_3
NOTE 5 - PREPAID AND OTHER CURRENT ASSETS: Schedule of Other Current Assets (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Details | ||
Other Current Assets, Advance payment to suppliers | $ 6,600 | $ 6,600 |
Other Current Assets, Other receivable | 61,006 | 78,936 |
Other Current Assets, Prepaid expenses | 1,221 | 5,834 |
Other Current Assets, Tax receivable | 600 | 600 |
Other Current Assets | $ 69,427 | $ 91,970 |
NOTE 6 - PROPERTY AND EQUIPME_3
NOTE 6 - PROPERTY AND EQUIPMENT: Schedule of Property, Plant and Equipment (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment, Gross | $ 819,813 | $ 693,790 |
Accumulated depreciation and amortization | (465,347) | (405,820) |
Total property and equipment | 354,466 | 287,970 |
Telecommunication equipment | ||
Property, Plant and Equipment, Gross | 258,790 | 249,169 |
Telecommunication software | ||
Property, Plant and Equipment, Gross | 514,652 | 436,124 |
Other equipment | ||
Property, Plant and Equipment, Gross | $ 46,371 | $ 8,497 |
NOTE 7 -LOANS PAYABLE_ Schedu_3
NOTE 7 -LOANS PAYABLE: Schedule of Loans Payable (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Long-term Debt, Gross | $ 1,639,166 | $ 267,692 |
Debt Instrument, Unamortized Discount | (474) | 0 |
Long-term Debt | 1,638,692 | 267,692 |
Less: Current portion of loans payable | (1,369,580) | (89,671) |
Long-term loans payable | 269,112 | 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 | 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 | $ 0 | 52,170 |
Term | 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 November 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 November 20, 2020 | |
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |
Martus | ||
Long-term Debt, Gross | $ 104,363 | 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 | $ 56,259 | 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 December 15, 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 December 15, 2020 | |
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |
Apollo Management Group, Inc 3 | ||
Long-term Debt, Gross | $ 66,316 | 0 |
Term | Note was issued on April 1, 2020 and due on October 1, 2021 | |
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |
Apollo Management Group, Inc 4 | ||
Long-term Debt, Gross | $ 73,684 | 0 |
Term | Note was issued on April 2, 2020 and due on October 2, 2021 | |
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |
Apollo Management Group, Inc 5 | ||
Long-term Debt, Gross | $ 36,842 | 0 |
Term | Note was issued on April 7, 2020 and due on October 7, 2021 | |
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |
Apollo Management Group, Inc 6 | ||
Long-term Debt, Gross | $ 84,211 | 0 |
Term | Note was issued on April 15, 2020 and due on October 15, 2021 | |
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |
Apollo Management Group, Inc 7 | ||
Long-term Debt, Gross | $ 77,095 | 0 |
Term | Note was issued on April 20, 2020 and due on December 15, 2020 | |
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |
Labrys Fund | ||
Long-term Debt, Gross | $ 490,000 | 0 |
Term | Note was issued on June 26, 2020 and due on April 1, 2021 | |
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |
YES LENDER LLC 2 | ||
Long-term Debt, Gross | $ 55,313 | 0 |
Term | Note was issued on August 3, 2020 and due on January 12, 2021 | |
Debt Instrument, Interest Rate, Stated Percentage | 26.00% | |
Darlene Covi19 | ||
Long-term Debt, Gross | $ 108,490 | $ 0 |
Term | Note was issued on April 1, 2020 and due on March 31, 2025 | |
Debt Instrument, Interest Rate, Stated Percentage | 0.00% |
NOTE 7 -LOANS PAYABLE_ Schedu_4
NOTE 7 -LOANS PAYABLE: Schedule of Loans Payable to Related Parties (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Loans Payable | $ 1,975,342 | $ 1,885,708 |
Less: Current portion of loans payable | 1,975,342 | 1,885,708 |
Long-term loans payable | 0 | 0 |
Alonso Van Der Biest | ||
Loans Payable | 80,200 | 80,200 |
Alvaro Quintana | ||
Loans Payable | 10,587 | 10,587 |
49% of Shareholder of SwissLink 1 | ||
Loans Payable | 1,667,575 | 1,588,261 |
49% of Shareholder of SwissLink 2 | ||
Loans Payable | $ 216,980 | $ 206,660 |
NOTE 8 - OTHER CURRENT LIABIL_3
NOTE 8 - OTHER CURRENT LIABILITIES: Schedule of Other Current Liabilities (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Details | ||
Other Current Liabilities, Accrued expenses | $ 10,938 | $ 2,700 |
Credit card | 0 | 4,987 |
Other Current Liabilities, Accrued interest | 271,560 | 365,345 |
Other Current Liabilities, Salary payable - management | 352,131 | 268,231 |
Other Current Liabilities, Employee benefit | 111,355 | 192,288 |
Other Current Liabilities, Other current liabilities | 15,228 | 14,933 |
Other Current Liabilities | $ 761,212 | $ 848,484 |
NOTE 9 - CONVERTIBLE LOANS_ S_4
NOTE 9 - CONVERTIBLE LOANS: Schedule of convertible loans (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Convertible Debt | $ 1,700,327 | $ 1,908,750 |
Unamortized debt discount | (418,872) | (646,212) |
Total convertible notes | 1,281,455 | 1,262,538 |
Less: current portion of convertible notes | 1,279,011 | 1,251,096 |
Long-term convertible notes | 2,444 | 11,442 |
Promissory notes - Issued in fiscal year 2019, with variable conversion features | ||
Convertible Debt | 5,000 | 1,908,750 |
Promissory notes - Issued in fiscal year 2020, with variable conversion features | ||
Convertible Debt | $ 1,695,327 | $ 0 |
NOTE 9 - CONVERTIBLE LOANS (Det
NOTE 9 - CONVERTIBLE LOANS (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Details | |||
Amortization of discount, included in interest expense | $ 1,463,426 | $ 1,255,815 | |
Repayments of Convertible Debt | 492,190 | $ 660,401 | |
Proceeds from Issuance of Debt | 2,708,771 | $ 2,544,250 | |
Derivative Liability, Fair Value, Gross Asset | 2,047,278 | ||
Debt discount | 1,006,642 | ||
'Day 1' derivative loss | $ 1,040,636 |
NOTE 9 - CONVERTIBLE LOANS_ S_5
NOTE 9 - CONVERTIBLE LOANS: Schedule of Warrants Activity (Details) | 9 Months Ended |
Sep. 30, 2020$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance | shares | 6,500,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $ / shares | $ 0.024 |
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 | $ 0.480 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | shares | 6,500,000 |
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 | $ 0.012 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | shares | (4,097,010) |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ / shares | $ 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period | shares | (7,083,334) |
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 | 6,500,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $ / shares | $ 0.024 |
NOTE 9 - CONVERTIBLE LOANS_ S_6
NOTE 9 - CONVERTIBLE LOANS: Schedule of outstanding and exercisable warrants (Details) | Sep. 30, 2020$ / sharesshares |
Details | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | shares | 6,500,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 5 years 8 months 12 days |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ / shares | $ 0.024 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | shares | 6,500,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ / shares | $ 0.024 |
NOTE 10 - DERIVATIVE LIABILIT_5
NOTE 10 - DERIVATIVE LIABILITIES: Schedule of Fair Value Measurement of Liabilities (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Details | ||
Expected term | 6 years | 5 years |
Expected average volatility | 0.7400 | 0.0400 |
Expected dividend yield | 0 | 0 |
Risk-free interest rate | 0.0005 | 0.0144 |
NOTE 10 - DERIVATIVE LIABILIT_6
NOTE 10 - DERIVATIVE LIABILITIES: Schedule of Fair Value Measurements Using Significant Observable Inputs (Level 3) (Details) | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Details | |
Derivative Liabilities, Starting Balance | $ 4,744,134 |
Addition of new derivatives recognized as debt discounts | 1,006,642 |
Addition of new derivatives recognized as loss on derivatives | 1,040,636 |
Settled on issuance of common stock | (3,742,060) |
Gain on change in fair value of the derivative | (2,391,149) |
Derivative Liabilities, Ending Balance | $ 658,203 |
NOTE 10 - DERIVATIVE LIABILIT_7
NOTE 10 - DERIVATIVE LIABILITIES: Schedule of loss on derivative liability included in Income Statement (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Details | ||
Addition of new derivatives recognized as loss on derivatives | $ 1,040,636 | $ 3,062,299 |
Gain on change in fair value of the derivative | (2,391,149) | (260,593) |
Loss on derivative liability | $ (1,350,513) | $ 2,801,706 |
NOTE 11 - SHAREHOLDERS' EQUITY
NOTE 11 - SHAREHOLDERS' EQUITY (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Common Stock, Shares Authorized | 300,000,000 | 300,000,000 | 300,000,000 | |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | |
Common Stock, Shares, Issued | 78,186,210 | 78,186,210 | 18,008,591 | |
Shares of Common Stock Issued #1 | ||||
Stock Issued During Period, Shares, New Issues | 8,937,500 | |||
Stock Issued | $ 715,004 | |||
Shares of Common Stock Issued #2 | ||||
Stock Issued During Period, Shares, New Issues | 6,275,456 | |||
Stock Issued | $ 365,678 | |||
Shares of Common Stock Issued #3 | ||||
Stock Issued During Period, Shares, New Issues | 5,867,600 | |||
Stock Issued | $ 567,978 | |||
Shares of Common Stock Issued #4 | ||||
Stock Issued During Period, Shares, New Issues | 50,000 | |||
Stock Issued | $ 2,900 | |||
Shares of Common Stock Issued #5 | ||||
Stock Issued During Period, Shares, New Issues | 35,813,477 | |||
Stock Issued | $ 767,431 | |||
Shares of Common Stock Issued #6 | ||||
Stock Issued During Period, Shares, New Issues | 3,233,586 | |||
Common Stock | ||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 60,177,619 | |||
Stock Issued During Period, Shares, New Issues | 4,437,500 | 4,500,000 |
NOTE 12 - RELATED PARTY TRANS_2
NOTE 12 - RELATED PARTY TRANSACTIONS (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Details | ||
Payment of loan receivable - related party | $ 17,187 | |
Due from related parties | 290,284 | $ 316,860 |
Accrued Salaries, Current | $ 352,131 | $ 268,231 |
NOTE 13 - COMMITMENTS AND CON_2
NOTE 13 - COMMITMENTS AND CONTIGENCIES (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Details | ||
Payments for Rent | $ 16,100 | $ 17,600 |
NOTE 14 - SEGMENT_ Schedule o_3
NOTE 14 - SEGMENT: Schedule of operating activities information by geographic segment (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Geographical Segment Information - Revenues | $ 13,291,698 | $ 4,172,547 | $ 29,439,196 | $ 12,589,109 |
Cost of revenue | 13,158,685 | 3,929,137 | 28,735,016 | 12,001,850 |
Geographical Segment Information - Gross profit | 133,013 | 243,410 | 704,180 | 587,259 |
General and administration | 958,787 | 492,782 | 3,161,330 | 1,024,842 |
Geographical Segment Information - Operating loss | (825,774) | (249,372) | (2,457,150) | (437,583) |
Other expense | (144,451) | (3,268,651) | (1,044,813) | (4,590,259) |
Geographical Segment Information - Net loss | (970,225) | (3,517,171) | (3,501,963) | (5,026,990) |
UNITED STATES | ||||
Geographical Segment Information - Revenues | 11,763,153 | 3,637,957 | 25,531,523 | 12,054,519 |
Cost of revenue | 11,830,752 | 3,486,658 | 25,339,224 | 11,559,371 |
Geographical Segment Information - Gross profit | (67,599) | 151,299 | 192,299 | 495,148 |
General and administration | 784,662 | 380,146 | 2,658,721 | 912,206 |
Geographical Segment Information - Operating loss | (852,261) | (228,847) | (2,466,422) | (417,058) |
Other expense | (131,391) | (3,256,348) | (1,022,167) | (4,577,956) |
Geographical Segment Information - Net loss | (983,652) | (3,485,195) | (3,488,589) | (4,995,014) |
SWITZERLAND | ||||
Geographical Segment Information - Revenues | 1,535,881 | 534,590 | 3,917,085 | 534,590 |
Cost of revenue | 1,335,269 | 442,479 | 3,405,204 | 442,479 |
Geographical Segment Information - Gross profit | 200,612 | 92,111 | 511,881 | 92,111 |
General and administration | 174,125 | 112,636 | 502,609 | 112,636 |
Geographical Segment Information - Operating loss | 26,487 | (20,525) | 9,272 | (20,525) |
Other expense | (13,060) | (12,303) | (22,646) | (12,303) |
Geographical Segment Information - Net loss | 13,427 | (31,976) | (13,374) | (31,976) |
Geography Eliminations | ||||
Geographical Segment Information - Revenues | (7,336) | 0 | (9,412) | 0 |
Cost of revenue | (7,336) | 0 | (9,412) | 0 |
Geographical Segment Information - Gross profit | 0 | 0 | 0 | 0 |
General and administration | 0 | 0 | 0 | 0 |
Geographical Segment Information - Operating loss | 0 | 0 | 0 | 0 |
Other expense | 0 | 0 | 0 | 0 |
Geographical Segment Information - Net loss | $ 0 | $ 0 | $ 0 | $ 0 |
NOTE 14 - SEGMENT_ Schedule o_4
NOTE 14 - SEGMENT: Schedule of asset information by geographic segment (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
ASSETS | ||
Geographical Segment Information - Current assets | $ 2,968,653 | $ 3,438,497 |
Geographical Segment Information - Non-current assets | 2,355,602 | 2,164,449 |
Liabilities | ||
Geographical Segment Information - Current liabilities | 7,940,889 | 11,145,645 |
Geographical Segment Information - Non-current liabilities | 426,636 | 227,716 |
UNITED STATES | ||
ASSETS | ||
Geographical Segment Information - Current assets | 3,146,769 | 3,073,654 |
Geographical Segment Information - Non-current assets | 3,490,235 | 3,146,894 |
Liabilities | ||
Geographical Segment Information - Current liabilities | 6,419,048 | 9,041,421 |
Geographical Segment Information - Non-current liabilities | 2,444 | 11,442 |
SWITZERLAND | ||
ASSETS | ||
Geographical Segment Information - Current assets | 675,725 | 1,174,856 |
Geographical Segment Information - Non-current assets | 534,882 | 456,070 |
Liabilities | ||
Geographical Segment Information - Current liabilities | 2,375,682 | 2,914,237 |
Geographical Segment Information - Non-current liabilities | 424,192 | 216,274 |
Geography Eliminations | ||
ASSETS | ||
Geographical Segment Information - Current assets | (853,841) | (810,013) |
Geographical Segment Information - Non-current assets | (1,669,515) | (1,438,515) |
Liabilities | ||
Geographical Segment Information - Current liabilities | (853,841) | (810,013) |
Geographical Segment Information - Non-current liabilities | $ 0 | $ 0 |
NOTE 15 - SUBSEQUENT EVENTS (De
NOTE 15 - SUBSEQUENT EVENTS (Details) | 9 Months Ended |
Sep. 30, 2020 | |
Event 1 | |
Subsequent Event, Date | Nov. 1, 2020 |
Subsequent Event, Description | our board of directors approved amended employments in favor of our Chief Executive Officer, Leandro Iglesias, our Chief Financial Officer, Alvaro Quintana, and our Chief Commercial Officer, Juan Carlos Lopez Silva |
Event 2 | |
Subsequent Event, Date | Nov. 3, 2020 |
Subsequent Event, Description | our Board of Directors voted to designate a class of preferred stock entitled Series A Preferred Stock |