Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 14, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-55984 | |
Entity Registrant Name | iQSTEL Inc. | |
Entity Central Index Key | 0001527702 | |
Entity Tax Identification Number | 45-2808620 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 300 Aragon Avenue | |
Entity Address, Address Line Two | Suite 375 | |
Entity Address, City or Town | Coral Gables | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33134 | |
City Area Code | 954 | |
Local Phone Number | 951-8191 | |
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 | 155,320,975 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash | $ 1,294,981 | $ 3,334,813 |
Accounts receivable, net | 3,922,778 | 2,540,515 |
Inventory | 26,124 | |
Due from related parties | 351,139 | 424,086 |
Prepaid and other current assets | 546,160 | 267,110 |
Total Current Assets | 6,141,182 | 6,566,524 |
Property and equipment, net | 391,762 | 409,382 |
Intangible asset | 99,592 | 99,592 |
Goodwill | 5,172,146 | 1,537,742 |
Deferred tax assets | 413,438 | 446,402 |
TOTAL ASSETS | 12,218,120 | 9,059,642 |
Current Liabilities | ||
Accounts payable | 1,913,304 | 1,474,595 |
Due to related parties | 26,613 | 26,613 |
Loans payable - net of discount of $0 and $7,406 | 93,204 | 315,450 |
Loans payable - related parties | 221,637 | 239,308 |
Other current liabilities | 515,223 | 307,049 |
Total Current Liabilities | 2,769,981 | 2,363,015 |
Loans payable, non-current | 101,590 | 119,295 |
Employee benefits, non-current | 144,883 | 156,434 |
TOTAL LIABILITIES | 3,016,454 | 2,638,744 |
Stockholders' Equity | ||
Common stock: 300,000,000 authorized; $0.001 par value 151,830,378 and 147,477,358 shares issued and outstanding, respectively | 151,830 | 147,477 |
Additional paid in capital | 29,437,832 | 25,842,982 |
Accumulated deficit | (19,511,934) | (18,536,921) |
Accumulated other comprehensive loss | (37,935) | (36,658) |
Equity attributed to stockholders of iQSTEL Inc. | 10,039,824 | 7,416,911 |
Deficit attributable to noncontrolling interests | (838,158) | (996,013) |
Total Stockholders' Equity | 9,201,666 | 6,420,898 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 12,218,120 | 9,059,642 |
Preferred Class A [Member] | ||
Stockholders' Equity | ||
Preferred stock: 1,200,000 authorized; $0.001 par value | 10 | 10 |
Preferred Class B [Member] | ||
Stockholders' Equity | ||
Preferred stock: 1,200,000 authorized; $0.001 par value | 21 | 21 |
Preferred Class C [Member] | ||
Stockholders' Equity | ||
Preferred stock: 1,200,000 authorized; $0.001 par value |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Instrument, Unamortized Discount, Noncurrent | $ 0 | $ 7,406 |
Preferred Stock, Shares Authorized | 1,200,000 | 1,200,000 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
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 | 151,830,378 | 147,477,358 |
Common Stock, Shares, Outstanding | 151,830,378 | 147,477,358 |
Preferred Class A [Member] | ||
Preferred Stock, Shares Authorized | 10,000 | 10,000 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Issued | 10,000 | 10,000 |
Preferred Stock, Shares Outstanding | 10,000 | 10,000 |
Preferred Class B [Member] | ||
Preferred Stock, Shares Authorized | 200,000 | 200,000 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Issued | 21,000 | 21,000 |
Preferred Stock, Shares Outstanding | 21,000 | 21,000 |
Preferred Class C [Member] | ||
Preferred Stock, Shares Authorized | 200,000 | 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 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenues | $ 21,936,634 | $ 16,516,739 | $ 65,055,661 | $ 46,842,717 |
Cost of revenue | 20,621,674 | 15,675,687 | 62,410,367 | 45,469,730 |
Gross profit | 1,314,960 | 841,052 | 2,645,294 | 1,372,987 |
Operating expenses | ||||
General and administration | 1,256,147 | 957,195 | 3,390,097 | 3,664,473 |
Total operating expenses | 1,256,147 | 957,195 | 3,390,097 | 3,664,473 |
Operating income (loss) | 58,813 | (116,143) | (744,803) | (2,291,486) |
Other income (expense) | ||||
Other income | 43,219 | 11,252 | 38,591 | 40,431 |
Other expenses | (71,027) | 475 | (54,247) | (421) |
Interest expense | (3,693) | (6,802) | (22,417) | (648,889) |
Change in fair value of derivative liabilities | 317,080 | |||
Loss on settlement of debt | (528,794) | |||
Total other income (expense) | (31,501) | 4,925 | (38,073) | (820,593) |
Net income (loss) before provision for income taxes | 27,312 | (111,218) | (782,876) | (3,112,079) |
Income taxes | ||||
Net income (loss) | 27,312 | (111,218) | (782,876) | (3,112,079) |
Less: Net income attributable to noncontrolling interests | 96,175 | 87,736 | 192,137 | 16,642 |
Net loss attributed to stockholders of iQSTEL Inc. | (68,863) | (198,954) | (975,013) | (3,128,721) |
Comprehensive income (loss) | ||||
Foreign currency adjustment | (1,096) | 3,406 | (2,503) | 54,398 |
Total comprehensive income (loss) | 26,216 | (107,812) | (785,379) | (3,057,681) |
Less: Comprehensive income attributable to noncontrolling interests | 95,638 | 89,405 | 190,911 | 43,297 |
Net comprehensive loss attributed to stockholders of iQSTEL Inc. | $ (69,422) | $ (197,217) | $ (976,290) | $ (3,100,978) |
Basic income (loss) per common share | $ 0 | $ 0 | $ (0.01) | $ (0.02) |
Diluted income (loss) per common share | $ 0 | $ 0 | $ (0.01) | $ (0.02) |
Weighted average number of common shares outstanding - Basic and diluted | 151,750,426 | 141,697,141 | 150,057,315 | 133,173,421 |
Weighted average number of common shares outstanding - Diluted | 153,930,452 | 141,697,141 | 150,057,315 | 133,173,421 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Preferred Stock [Member] Series A Preferred Stock [Member] | Preferred Stock [Member] Series B Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Comprehensive Income [Member] | Total | Noncontrolling Interest [Member] | AOCI Including Portion Attributable to Noncontrolling Interest [Member] |
Balance - June 30, 2021 at Dec. 31, 2020 | $ 10 | $ 118,133 | $ 13,267,261 | $ (14,699,148) | $ (74,831) | $ (1,388,575) | $ (1,006,461) | $ (2,395,036) | |
Shares, Issued at Dec. 31, 2020 | 10,000 | 118,133,432 | |||||||
Common stock issued for cash | $ 35,863 | 3,550,387 | 3,586,250 | 3,586,250 | |||||
Stock Issued During Period, Shares, New Issues | 35,862,500 | ||||||||
Common stock issued for compensation | $ 600 | 563,400 | 564,000 | 564,000 | |||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 600,000 | ||||||||
Foreign currency translation adjustments | 54,905 | 54,905 | 52,751 | 107,656 | |||||
Net income (loss) | (1,942,391) | (1,942,391) | 63,902 | (1,878,489) | |||||
Preferred stock issued for conversion of common stock | $ 21 | $ (21,000) | 20,979 | ||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 21,000 | (21,000,000) | |||||||
Stock Issued During Period, Shares, Issued for Services | 195,000 | ||||||||
Common stock issued for forbearance of debt | $ 250 | 49,675 | 49,925 | 49,925 | |||||
[custom:CommonStockIssuedForForbearanceOfDebtShares] | 250,000 | ||||||||
Common stock issued for conversion of debt | $ 6,081 | 416,214 | 422,295 | 422,295 | |||||
[custom:CommonStockIssuedForVOnversionOfDebtShares] | 6,080,632 | ||||||||
Cancellation of common stock | $ (1,295) | (88,809) | (90,104) | (90,104) | |||||
[custom:CancellationOfCommonStockShares] | (1,294,600) | ||||||||
Resolution of derivative liabilities | 708,611 | 708,611 | 708,611 | ||||||
Balance - September 30, 2021 at Mar. 31, 2021 | $ 10 | $ 21 | $ 138,827 | 18,772,223 | (16,641,539) | (19,926) | 2,249,616 | (889,808) | 1,359,808 |
Shares, Issued at Mar. 31, 2021 | 10,000 | 21,000 | 138,826,964 | ||||||
Balance - June 30, 2021 at Dec. 31, 2020 | $ 10 | $ 118,133 | 13,267,261 | (14,699,148) | (74,831) | (1,388,575) | (1,006,461) | (2,395,036) | |
Shares, Issued at Dec. 31, 2020 | 10,000 | 118,133,432 | |||||||
Net income (loss) | (3,128,721) | ||||||||
Common stock issued and to be issued for acquisition of subsidiaries | |||||||||
Common stock issued for asset acquisition | |||||||||
Common stock issued for forbearance of debt | 49,925 | ||||||||
Debt forgiveness | 807,103 | ||||||||
Balance - September 30, 2021 at Sep. 30, 2021 | $ 10 | $ 21 | $ 141,717 | 22,079,704 | (17,827,869) | (47,088) | 4,346,495 | (963,164) | 3,383,331 |
Shares, Issued at Sep. 30, 2021 | 10,000 | 21,000 | 141,717,358 | ||||||
Balance - June 30, 2021 at Mar. 31, 2021 | $ 10 | $ 21 | $ 138,827 | 18,772,223 | (16,641,539) | (19,926) | 2,249,616 | (889,808) | 1,359,808 |
Shares, Issued at Mar. 31, 2021 | 10,000 | 21,000 | 138,826,964 | ||||||
Common stock issued for compensation | $ 600 | 411,600 | 412,200 | 412,200 | |||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 600,000 | ||||||||
Foreign currency translation adjustments | (28,899) | (28,899) | (27,765) | (56,664) | |||||
Net income (loss) | (987,376) | (987,376) | (134,996) | (1,122,372) | |||||
Common stock issued for settlement of debt | $ 2,230 | 2,054,300 | 2,056,530 | 2,056,530 | |||||
[custom:CommonStockIssuedForSettlementOfDebtShares] | 2,230,394 | ||||||||
Debt forgiveness | 807,103 | 807,103 | 807,103 | ||||||
Balance - September 30, 2021 at Jun. 30, 2021 | $ 10 | $ 21 | $ 141,657 | 22,045,226 | (17,628,915) | (48,825) | 4,509,174 | (1,052,569) | 3,456,605 |
Shares, Issued at Jun. 30, 2021 | 10,000 | 21,000 | 141,657,358 | ||||||
Common stock issued for compensation | $ 60 | 34,478 | 34,538 | 34,538 | |||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 60,000 | ||||||||
Foreign currency translation adjustments | 1,737 | 1,737 | 1,669 | 3,406 | |||||
Net income (loss) | (198,954) | (198,954) | 87,736 | (111,218) | |||||
Balance - September 30, 2021 at Sep. 30, 2021 | $ 10 | $ 21 | $ 141,717 | 22,079,704 | (17,827,869) | (47,088) | 4,346,495 | (963,164) | 3,383,331 |
Shares, Issued at Sep. 30, 2021 | 10,000 | 21,000 | 141,717,358 | ||||||
Balance - June 30, 2021 at Dec. 31, 2021 | $ 10 | $ 21 | $ 147,477 | 25,842,982 | (18,536,921) | (36,658) | 7,416,911 | (996,013) | 6,420,898 |
Shares, Issued at Dec. 31, 2021 | 10,000 | 21,000 | 147,477,358 | ||||||
Common stock issued for cash | $ 2,000 | 998,000 | 1,000,000 | 1,000,000 | |||||
Stock Issued During Period, Shares, New Issues | 2,000,000 | ||||||||
Common stock issued for compensation | $ 60 | 41,079 | 41,139 | 41,139 | |||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 60,000 | ||||||||
Foreign currency translation adjustments | (196) | (196) | (188) | (384) | |||||
Net income (loss) | (554,970) | (554,970) | 30,239 | (524,731) | |||||
Balance - September 30, 2021 at Mar. 31, 2022 | $ 10 | $ 21 | $ 149,537 | 26,882,061 | (19,091,891) | (36,854) | 7,902,884 | (965,962) | 6,936,922 |
Shares, Issued at Mar. 31, 2022 | 10,000 | 21,000 | 149,537,358 | ||||||
Balance - June 30, 2021 at Dec. 31, 2021 | $ 10 | $ 21 | $ 147,477 | 25,842,982 | (18,536,921) | (36,658) | 7,416,911 | (996,013) | 6,420,898 |
Shares, Issued at Dec. 31, 2021 | 10,000 | 21,000 | 147,477,358 | ||||||
Common stock issued for cash | $ 1,000,000 | ||||||||
Stock Issued During Period, Shares, New Issues | 2,000,000 | ||||||||
Common stock issued for compensation | $ 92,129 | ||||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 180,000 | ||||||||
Net income (loss) | $ (975,013) | ||||||||
Common stock issued and to be issued for acquisition of subsidiaries | 1,550,000 | ||||||||
Common stock issued for asset acquisition | 357,500 | ||||||||
Common stock issued for forbearance of debt | |||||||||
Balance - September 30, 2021 at Sep. 30, 2022 | $ 10 | $ 21 | $ 151,830 | 29,437,832 | (19,511,934) | (37,935) | 10,039,824 | (838,158) | 9,201,666 |
Shares, Issued at Sep. 30, 2022 | 10,000 | 21,000 | 151,830,378 | ||||||
Balance - June 30, 2021 at Mar. 31, 2022 | $ 10 | $ 21 | $ 149,537 | 26,882,061 | (19,091,891) | (36,854) | 7,902,884 | (965,962) | 6,936,922 |
Shares, Issued at Mar. 31, 2022 | 10,000 | 21,000 | 149,537,358 | ||||||
Stock Issued During Period, Shares, New Issues | |||||||||
Common stock issued for compensation | $ 60 | 30,430 | 30,490 | 30,490 | |||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 60,000 | ||||||||
Foreign currency translation adjustments | (522) | (522) | (501) | (1,023) | |||||
Net income (loss) | (351,180) | (351,180) | 65,723 | (285,457) | |||||
Common stock issued and to be issued for acquisition of subsidiaries | $ 1,462 | 1,548,538 | 1,550,000 | (33,056) | 1,516,944 | ||||
[custom:StockIssuedDuringPeriodSharesAcquisitionsToBeIssued] | 1,461,653 | ||||||||
Common stock issued for asset acquisition | $ 500 | 324,500 | 325,000 | 325,000 | |||||
Stock Issued During Period, Shares, Acquisitions | 500,000 | ||||||||
Common stock payable | 18,900 | 18,900 | 18,900 | ||||||
[custom:CommonStockPayableShares] | |||||||||
Warrant granted | 500,000 | 500,000 | 500,000 | ||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | |||||||||
Balance - September 30, 2021 at Jun. 30, 2022 | $ 10 | $ 21 | $ 151,559 | 29,304,429 | (19,443,071) | (37,376) | 9,975,572 | (933,796) | 9,041,776 |
Shares, Issued at Jun. 30, 2022 | 10,000 | 21,000 | 151,559,011 | ||||||
Stock Issued During Period, Shares, New Issues | |||||||||
Common stock issued for compensation | $ 60 | 20,440 | 20,500 | 20,500 | |||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 60,000 | ||||||||
Foreign currency translation adjustments | (559) | (559) | (537) | (1,096) | |||||
Net income (loss) | (68,863) | (68,863) | 96,175 | 27,312 | |||||
Common stock issued for asset acquisition | $ 50 | 32,450 | 32,500 | 32,500 | |||||
Stock Issued During Period, Shares, Acquisitions | 50,000 | ||||||||
Common stock issued for settlement of debt | $ 161 | 80,513 | 80,674 | 80,674 | |||||
[custom:CommonStockIssuedForSettlementOfDebtShares] | 161,367 | ||||||||
Balance - September 30, 2021 at Sep. 30, 2022 | $ 10 | $ 21 | $ 151,830 | $ 29,437,832 | $ (19,511,934) | $ (37,935) | $ 10,039,824 | $ (838,158) | $ 9,201,666 |
Shares, Issued at Sep. 30, 2022 | 10,000 | 21,000 | 151,830,378 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (782,876) | $ (3,112,079) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 111,029 | 1,205,334 |
Bad debt | 26,299 | |
Write-off of due from related party | 7,648 | |
Depreciation and amortization | 91,221 | 66,924 |
Amortization of debt discount | 7,407 | 435,956 |
Change in fair value of derivative liabilities | (317,080) | |
Loss on settlement of debt | 528,794 | |
Prepayment and default penalty | 122,020 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (832,263) | (943,615) |
Inventory | (26,124) | |
Prepaid and other current assets | (31,714) | (108,338) |
Due from related parties | (5,143) | |
Accounts payable | (97,373) | (239,857) |
Other current liabilities | 50,636 | (131,752) |
Net cash used in operating activities | (1,488,901) | (2,486,045) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Acquisition of subsidiaries, net of cash acquired | (1,814,132) | (60,000) |
Purchase of property and equipment | (86,491) | (74,799) |
Purchase of intangible assets | (27,824) | |
Payment of loan receivable - related parties | (1,000) | (215,674) |
Collection of amounts due from related parties | 400 | 226 |
Net cash used in investing activities | (1,901,223) | (378,071) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from loans payable | 400,000 | |
Repayments of loans payable | (232,018) | (331,150) |
Repayment of loans payable - related parties | (90,787) | |
Proceeds from common stock issued | 1,100,000 | 3,586,250 |
Proceed from issuance of common stock purchase option | 500,000 | |
Repayment of convertible notes | (250,000) | |
Net cash provided by financing activities | 1,367,982 | 3,314,313 |
Effect of exchange rate changes on cash | (17,690) | (12,709) |
Net change in cash | (2,039,832) | 437,488 |
Cash, beginning of period | 3,334,813 | 753,316 |
Cash, end of period | 1,294,981 | 1,190,804 |
Supplemental cash flow information | ||
Cash paid for interest | 3,333 | 117,198 |
Cash paid for taxes | ||
Non-cash transactions: | ||
Common stock issued for asset acquisition | 357,500 | |
Common stock issued and to be issued for acquisition of subsidiaries | 1,550,000 | |
Common stock issued for conversion of debt | 422,295 | |
Resolution of derivative liabilities | 708,611 | |
Related party debt forgiveness | 807,103 | |
Common stock issued for settlement of debt | 80,674 | 2,056,530 |
Common stock issued for forbearance of debt | 49,925 | |
Preferred stock issued for conversion of common stock | $ 21,000 |
NOTE 1 -ORGANIZATION AND DESCRI
NOTE 1 -ORGANIZATION AND DESCRIPTION OF BUSINESS | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
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 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, fixed line companies and other wholesale carriers. Acquisitions On May 13, 2022, we entered into a Company Acquisition Agreement regarding the acquisition of 51% Whisl telecom LLC (“Whisl”) On June 1, 2022, we entered into a Company Acquisition Agreement regarding the acquisition of 51% Smartbiz Telecom LLC (“Smartbiz”). Both acquisitions are detailed in Note 4. |
NOTE 2 -SUMMARY OF SIGNIFICANT
NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation 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 (“GAAP”) for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited interim consolidated 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, 2022 and the results of operations and cash flows for the periods presented. The results of operations for the nine months ended September 30, 2022 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited consolidated 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, 2021 filed with the SEC on April 15, 2022. Consolidation Policy The consolidated financial statements of the Company include the accounts of the Company and its owned subsidiaries, Etelix.com USA, LLC (“Etelix”), SwissLink Carrier AG (“Swisslink”), ITSBCHAIN, LLC (“ItsBchain”), QGLOBAL SMS, LLC (“QGlobal”), IoT Labs, LLC (“IoT Labs”), Global Money One Inc (“Global Money One”), Whisl telecom LLC (“Whisl”) and Smartbiz Telecom LLC (“Smartbiz”). All significant intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP 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. Business Combinations In accordance with ASC 805-10, “ Business Combinations Foreign Currency Translation and Re-measurement The Company translates its foreign operations to the U.S. dollar in accordance with ASC 830, “ Foreign Currency Matters The functional currency and reporting currency of the Company, Etelix, QGlobal, Itsbchain, IoT Labs, Global Money One, Whisl, and Smartbiz is the U.S. dollar, while the functional currency of SwissLink is the Swiss Franc (“CHF”). SwissLink translates their records into the U.S. dollar as follows: • Assets and liabilities at the rate of exchange in effect at the balance sheet date • Equities at historical rate • Revenue and expense items at the average rate of exchange prevailing during the period Adjustments arising from such translations are included in accumulated other comprehensive income (loss) in stockholders’ equity. 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 and 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. During the nine months ended September 30, 2022 and 2021, the Company recorded bad debt expense of $26,299 and $0 respectively. Net Income (Loss) Per Share of Common Stock The Company has adopted ASC 260, ”Earnings per Share” 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. The Company places its cash and cash equivalents with financial institutions of high creditworthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. During the nine months ended September 30, 2022, 10 customers represented 87% 87% 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 is reasonably assured. Management considers persuasive evidence of a sales arrangement to be a written interconnection agreement. The Company’s payment terms vary by clients. 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, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NOTE 3 - GOING CONCERN | NOTE 3 - GOING CONCERN The Company's consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has suffered recurring losses from operations and does not have an established source of revenues sufficient to cover its operating costs. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated 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 Company's foreseeable cash requirements will relate to continual development of the operations of its business, maintaining its good standing in the industry and continuing its marketing efforts. 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 Company's stock or through loans from private investors, although there can be no assurance that it will be able to obtain such financing. The Company's failure to do so could have a material and adverse effect upon its operations and its stockholders. |
NOTE 4 _ ACQUISITIONS
NOTE 4 – ACQUISITIONS | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
NOTE 4 – ACQUISITIONS | NOTE 4 – ACQUISITIONS On May 13, 2022, we entered into a Company Acquisition Agreement (Purchase Agreement) with US Acquisitions, LLC, a California limited liability company (Seller) concerning the contemplated sale by Seller and the purchase by us of 51% 51% $1,800,000 $1,250,000 $550,000 1,461,653 On June 1, 2022, we entered into a Purchase Agreement for the purchase of 51% $1,800,000 $800,000 $1,000,000 2,850,330 Smartbiz and Whisl have been included in our consolidated results of operations since the acquisition dates. The following table summarizes the fair value of the consideration paid by the Company: Whisl May 13, Fair Value of Consideration: 2022 Cash $ 1,000,000 Payable to seller 250,000 1,461,653 shares of common stock 550,000 Total Purchase Price $ 1,800,000 Smartbiz June 1, Fair Value of Consideration: 2022 Cash $ 725,000 Payable to seller 75,000 2,850,330 1,000,000 Total Purchase Price $ 1,800,000 The following table summarizes the identifiable assets acquired and liabilities assumed upon acquisition of Smartbiz and Whisl and the calculation of goodwill: Whisl Total purchase price $ 1,800,000 Cash 141,113 Accounts receivable 109,762 Total identifiable assets 250,875 Accounts payable ( 241,426 ) Other current liabilities ( 2,075 ) Total liabilities assumed ( 243,501 ) Net assets 7,374 Non-controlling interest 3,613 Total net assets 3,761 Goodwill $ 1,796,239 Smartbiz Total purchase price $ 1,800,000 Cash 19,755 Accounts receivable 789,515 Total identifiable assets 809,270 Accounts payable ( 807,265 ) Other current liabilities ( 76,839 ) Total liabilities assumed ( 884,104 ) Net assets ( 74,834 ) Non-controlling interest ( 36,669 ) Total net assets ( 38,165 ) Goodwill $ 1,838,165 Unaudited combined proforma results of operations for the nine months ended September 30, 2022 and 2021 as though the Company acquired Smartbiz and Whisl on January 1, 2021, are set forth below: Nine Months Ended September 30, 2022 2021 Revenues $ 69,165,130 $ 59,028,492 Cost of revenues 66,683,557 56,430,726 Gross profit 2,481,573 2,597,766 Operating expenses 4,322,526 4,724,857 Operating loss (1,840,953 ) (2,127,091 ) Other expense (38,073 ) (820,593 ) Net Loss $ (1,879,026 ) $ (2,947,684 ) |
NOTE 5 _ PROPERTY AND EQUIPMENT
NOTE 5 – PROPERTY AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
NOTE 5 – PROPERTY AND EQUIPMENT | NOTE 5 – PROPERTY AND EQUIPMENT Property and equipment at September 30, 2022 and December 31, 2021 consisted of the following: September 30, December 31, 2022 2021 Telecommunication equipment $ 301,462 $ 258,871 Telecommunication software 581,545 618,125 Other equipment 97,096 108,805 Total property and equipment 980,103 985,801 Accumulated depreciation and amortization ( 588,341 ) ( 576,419 ) Property and equipment, net $ 391,762 $ 409,382 Depreciation and amortization expense for the nine months ended September 30, 2022 and 2021 amounted to $91,221 $66,924 |
NOTE 6 _LOANS PAYABLE
NOTE 6 –LOANS PAYABLE | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
NOTE 6 –LOANS PAYABLE | NOTE 6 –LOANS PAYABLE Loans payable at September 30, 2022 and December 31, 2021 consisted of the following: September 30, December 31, Interest 2022 2021 Term rate Bridge Loan $ — $ 222,222 Note was issued on November 1, 2020 and due on January 30, 2022 18.0% Martus 93,204 100,634 Note was issued on October 23, 2018 and due on January 3, 2023 5.0% Swisspeers AG — 9,605 Note was issued on April 8, 2019 and originally due on October 4, 2022 7.0% Darlene Covid19 101,590 109,690 Note was issued on April 1, 2020 and due on March 31, 2025 0.0% Total 194,794 442,151 Less: Unamortized debt discount — ( 7,406 ) Total loans payable 194,794 434,745 Less: Current portion of loans payable ( 93,204 ) ( 315,450 ) Long-term loans payable $ 101,590 $ 119,295 During the nine months ended September 30, 2022 and 2021, the Company borrowed from third parties totaling $0 $444,444 $232,018 $331,150 During the nine months ended September 30, 2022 and 2021, the Company recorded interest expense of $ 22,417 $179,504 7,406 $63,666 $33,430 $372,290 During the nine months ended September 30, 2021, a related party loan of $807,103 Loans payable to related parties at September 30, 2022 and December 31, 2021 consisted of the following: September 30, December 31, 2022 2021 49% of Shareholder of SwissLink $ 18,457 $ 19,929 49% of Shareholder of SwissLink 203,180 219,379 Total 221,637 239,308 Less: Current portion of loans payable –related parties 221,637 239,308 Long-term loans payable – related parties $ — $ — |
NOTE 7 _ OTHER CURRENT LIABILIT
NOTE 7 – OTHER CURRENT LIABILITIES | 9 Months Ended |
Sep. 30, 2022 | |
Other Liabilities Disclosure [Abstract] | |
NOTE 7 – OTHER CURRENT LIABILITIES | NOTE 7 – OTHER CURRENT LIABILITIES Other current liabilities at September 30, 2022 and December 31, 2021 consisted of the following: September 30, December 31, 2022 2021 Accrued liabilities $ 30,825 $ 61,153 Payable for acquisition of subsidiaries 75,000 — Accrued interest — 8,173 Salary payable - management 89,628 92,229 Salary payable 3,708 — Employee benefits 112,309 105,221 Other current liabilities 203,753 40,273 $ 515,223 $ 307,049 NOTE 8 – STOCKHOLDERS’ EQUITY The Company’s authorized capital consists of 300,000,000 $0.001 Series A Preferred Stock 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 stockholders at a rate of 51% of the total vote of stockholders. 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. As of September 30, 2022 and December 31, 2021, 10,000 Series B Preferred Stock On November 11, 2020, pursuant to Article III of our Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock entitled Series B Preferred Stock, consisting of up 200,000 shares, par value $0.001. Under the Certificate of Designation, holders of Series B Preferred Stock will receive a liquidation preference of $81 per share in any distribution upon winding up, dissolution, or liquidation of the Company before junior security holders, as provided in the designation. Holders of Series B Preferred Stock are entitled to receive as, when, and if declared by the Board of Directors, dividends in kind at an annual rate equal to twenty four percent (24%) of $81 per share for each of the then outstanding shares of Series B Preferred Stock, calculated on the basis of a 360-day year consisting of twelve 30-day months. Holders of Series B Preferred Stock do not have voting rights but may convert into common stock after twelve months from the issuance date, at a conversion rate of one thousand (1,000) shares of Common Stock for every one (1) share of Series B Preferred Stock. Upon conversion, the shares are subject to a one-year leak-out restriction on sales into the market of no more than 5% previous month’s stock liquidity. As of September 30, 2022 and December 31, 2021, 21,000 Series C Preferred Stock On January 7, 2021, pursuant to Article III of our Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock entitled Series C Preferred Stock, consisting of up 200,000 shares, par value $0.001. Under the Certificate of Designation, holders of Series C Preferred Stock will rank junior to the Series B Preferred Stock, but on par with common stock and Series A Preferred Stock in any distribution upon winding up, dissolution, or liquidation of the company, as provided in the designation. The holders of shares of Series C Preferred Stock have no dividend rights except as may be declared by the Board in its sole and absolute discretion, out of funds legally available for that purpose. Holders of Series C Preferred Stock do not have voting rights but may convert into common stock after twenty four months from the issuance date, at a conversion rate of one thousand (1,000) shares of Common Stock for every one (1) share of Series C Preferred Stock. Upon conversion, the shares are subject to a one-year restriction on sales into the market of no more than 5% previous month’s stock liquidity. The rights of the holders of Series C Preferred Stock are defined in the relevant Certificate of Designation filed with the Nevada Secretary of State on January 7, 2021. As of September 30, 2022 and December 31, 2021, no Common Stock During the nine months ended September 30, 2022, the Company issued 4,353,020 • 2,000,000 $1,000,000 • 180,000 $92,129 • 1,461,653 $550,000 • 550,000 $357,500 • 161,367 $80,674 As of September 30, 2022 and December 31, 2021, 151,830,378 147,477,358 Common Stock Purchase Option On April 25, 2022, we entered into a Common Stock Purchase Option Agreement with Apollo Management Group, Inc. to subscribe for and purchase from the Company, 4,800,000 $2.00 $500,000 |
NOTE 9 - RELATED PARTY TRANSACT
NOTE 9 - RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
NOTE 9 - RELATED PARTY TRANSACTIONS | NOTE 9 - RELATED PARTY TRANSACTIONS Due from related parties During the nine months ended September 30, 2022 and 2021, the Company advanced $1,000 $35,674 $100 $226 During the nine months ended September 30, 2021, the Company loaned $180,000 $8,004 During the nine months ended September 30, 2021, the Company wrote off due from related party of $7,648 As of September 30, 2022 and December 31, 2021, the Company had amounts due from related parties of $351,139 $424,086 Due to related parties During the nine months ended September 30, 2022 and 2021, the Company repaid $0 90,787 As of September 30, 2022 and December 31, 2021, the Company had amounts due to related parties of $26,613 Employment agreements During the nine months ended September 30, 2022 and 2021, the Company recorded management fees of $405,000 $414,000 $0 $976,200 $407,602 $411,300 $92,130 $34,538 . |
NOTE 10 _ COMMITMENTS AND CONTI
NOTE 10 – COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
NOTE 10 – COMMITMENTS AND CONTINGENCIES | NOTE 10 – COMMITMENTS AND CONTINGENCIES Leases and Long-term Contracts The Company has not entered into any long-term leases, contracts or commitments. The Company leases facilities which the term is 12 months $56,405 $32,023 |
NOTE 11 - SEGMENTS
NOTE 11 - SEGMENTS | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
NOTE 11 - SEGMENTS | NOTE 11 - SEGMENTS At September 30, 2022, 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, 2022 and 2021: Three months ended September 30, 2022 NOTE 11 - SEGMENTS - Schedule of Operating Activities by Geographic Segment USA Switzerland Elimination Total Revenues $ 22,364,201 1,291,688 $ (1,719,255 ) $ 21,936,634 Cost of revenue 21,226,541 1,114,388 (1,719,255 ) 20,621,674 Gross profit 1,137,660 177,300 — 1,314,960 Operating expenses General and administration 1,089,194 166,953 — 1,256,147 Operating income 48,466 10,347 — 58,813 Other expense (29,411 ) (2,090 ) — (31,501) Net income $ 19,055 $ 8,257 $ — $ 27,312 Three months Ended September 30, 2021 USA Switzerland Elimination Total Revenues $ 15,347,282 1,189,230 $ (19,773 ) $ 16,516,739 Cost of revenue 14,706,065 989,395 (19,773 ) 15,675,687 Gross profit 641,217 199,835 — 841,052 Operating expenses General and administration 738,578 218,617 — 957,195 Operating loss (97,361 ) (18,782 ) — (116,143) Other income 1,525 3,400 — 4,925 Net loss $ (95,836 ) $ (15,382 ) $ — $ (111,218) Nine months ended September 30, 2022 USA Switzerland Elimination Total Revenues $ 63,898,961 3,554,591 $ (2,397,891 ) $ 65,055,661 Cost of revenue 61,838,539 2,969,719 (2,397,891 ) 62,410,367 Gross profit 2,060,422 584,872 — 2,645,294 Operating expenses General and administration 2,792,287 597,810 — 3,390,097 Operating loss (731,865 ) (12,938 ) — (744,803) Other income (expense) (45,938 ) 7,865 — (38,073) Net loss $ (777,803 ) $ (5,073 ) $ — $ (782,876) Nine months Ended September 30, 2021 USA Switzerland Elimination Total Revenues $ 43,404,674 3,474,215 $ (36,172 ) $ 46,842,717 Cost of revenue 42,487,024 3,018,878 (36,172 ) 45,469,730 Gross profit 917,650 455,337 — 1,372,987 Operating expenses General and administration 3,077,319 587,154 — 3,664,473 Operating loss (2,159,669 ) (131,817 ) — (2,291,486) Other income (expense) (839,316 ) 18,723 — (820,593) Net loss $ (2,998,985 ) $ (113,094 ) $ — $ (3,112,079) Asset Information The following table shows asset information by geographic segment as of September 30, 2022 and December 31, 2021: September 30, 2022 USA Switzerland Elimination Total Assets Current assets $ 5,628,559 $ 1,091,622 $ (578,999 ) $ 6,141,182 Non-current assets $ 11,660,618 $ 600,882 $ (6,184,562 ) $ 6,076,938 Liabilities Current liabilities $ 1,729,868 $ 1,619,112 $ (578,999 ) $ 2,769,981 Non-current liabilities $ — $ 246,473 $ — $ 246,473 December 31, 2021 USA Switzerland Elimination Total Assets Current assets $ 5,783,859 $ 997,216 $ (214,551 ) $ 6,566,524 Non-current assets $ 4,468,491 $ 609,189 $ (2,584,562 ) $ 2,493,118 Liabilities Current liabilities $ 1,070,972 $ 1,506,594 $ (214,551 ) $ 2,363,015 Non-current liabilities $ — $ 275,729 $ — $ 275,729 |
NOTE 12 _ SUBSEQUENT EVENTS
NOTE 12 – SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
NOTE 12 – SUBSEQUENT EVENTS | NOTE 12 – SUBSEQUENT EVENTS Management has evaluated subsequent events through the date these consolidated financial statements were available to be issued. The following subsequent event was identified: · The Company issued 3,790,597 |
NOTE 2 -SUMMARY OF SIGNIFICAN_2
NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation 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 (“GAAP”) for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited interim consolidated 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, 2022 and the results of operations and cash flows for the periods presented. The results of operations for the nine months ended September 30, 2022 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited consolidated 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, 2021 filed with the SEC on April 15, 2022. |
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 (“Etelix”), SwissLink Carrier AG (“Swisslink”), ITSBCHAIN, LLC (“ItsBchain”), QGLOBAL SMS, LLC (“QGlobal”), IoT Labs, LLC (“IoT Labs”), Global Money One Inc (“Global Money One”), Whisl telecom LLC (“Whisl”) and Smartbiz Telecom LLC (“Smartbiz”). All significant intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP 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. |
Business Combinations | Business Combinations In accordance with ASC 805-10, “ Business Combinations |
Foreign Currency Translation and Re-measurement | Foreign Currency Translation and Re-measurement The Company translates its foreign operations to the U.S. dollar in accordance with ASC 830, “ Foreign Currency Matters The functional currency and reporting currency of the Company, Etelix, QGlobal, Itsbchain, IoT Labs, Global Money One, Whisl, and Smartbiz is the U.S. dollar, while the functional currency of SwissLink is the Swiss Franc (“CHF”). SwissLink translates their records into the U.S. dollar as follows: • Assets and liabilities at the rate of exchange in effect at the balance sheet date • Equities at historical rate • Revenue and expense items at the average rate of exchange prevailing during the period Adjustments arising from such translations are included in accumulated other comprehensive income (loss) in stockholders’ equity. |
Accounts Receivable and Allowance for Uncollectible Accounts | 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 and 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. During the nine months ended September 30, 2022 and 2021, the Company recorded bad debt expense of $26,299 and $0 respectively. |
Net Income (Loss) Per Share of Common Stock | Net Income (Loss) Per Share of Common Stock The Company has adopted ASC 260, ”Earnings per Share” |
Concentrations of Credit Risk | 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. The Company places its cash and cash equivalents with financial institutions of high creditworthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. During the nine months ended September 30, 2022, 10 customers represented 87% 87% |
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 is reasonably assured. Management considers persuasive evidence of a sales arrangement to be a written interconnection agreement. The Company’s payment terms vary by clients. |
Recent Accounting Pronouncements | 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 4 _ ACQUISITIONS (Tables)
NOTE 4 – ACQUISITIONS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
NOTE 4 - ACQUISITIONS - Whisl Consideration | May 13, Fair Value of Consideration: 2022 Cash $ 1,000,000 Payable to seller 250,000 1,461,653 shares of common stock 550,000 Total Purchase Price $ 1,800,000 |
NOTE 4 - ACQUISITIONS - Smartbiz Consideration | June 1, Fair Value of Consideration: 2022 Cash $ 725,000 Payable to seller 75,000 2,850,330 1,000,000 Total Purchase Price $ 1,800,000 |
NOTE 4 - ACQUISITIONS - Whisl Assets and Liabilities Acquired | Total purchase price $ 1,800,000 Cash 141,113 Accounts receivable 109,762 Total identifiable assets 250,875 Accounts payable ( 241,426 ) Other current liabilities ( 2,075 ) Total liabilities assumed ( 243,501 ) Net assets 7,374 Non-controlling interest 3,613 Total net assets 3,761 Goodwill $ 1,796,239 |
NOTE 4 - ACQUISITIONS - Smartbiz Assets and Liabilities Acquired | Total purchase price $ 1,800,000 Cash 19,755 Accounts receivable 789,515 Total identifiable assets 809,270 Accounts payable ( 807,265 ) Other current liabilities ( 76,839 ) Total liabilities assumed ( 884,104 ) Net assets ( 74,834 ) Non-controlling interest ( 36,669 ) Total net assets ( 38,165 ) Goodwill $ 1,838,165 |
NOTE 4 - ACQUISITIONS - Unaudited Pro Forma Results of Operations | Nine Months Ended September 30, 2022 2021 Revenues $ 69,165,130 $ 59,028,492 Cost of revenues 66,683,557 56,430,726 Gross profit 2,481,573 2,597,766 Operating expenses 4,322,526 4,724,857 Operating loss (1,840,953 ) (2,127,091 ) Other expense (38,073 ) (820,593 ) Net Loss $ (1,879,026 ) $ (2,947,684 ) |
NOTE 5 _ PROPERTY AND EQUIPME_2
NOTE 5 – PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
NOTE 5 - PROPERTY AND EQUIPMENT - Schedule of Propery Plant and Equipment | September 30, December 31, 2022 2021 Telecommunication equipment $ 301,462 $ 258,871 Telecommunication software 581,545 618,125 Other equipment 97,096 108,805 Total property and equipment 980,103 985,801 Accumulated depreciation and amortization ( 588,341 ) ( 576,419 ) Property and equipment, net $ 391,762 $ 409,382 |
NOTE 6 _LOANS PAYABLE (Tables)
NOTE 6 –LOANS PAYABLE (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
NOTE 6 - LOANS PAYABLE - Schedule of Loans Payable | September 30, December 31, Interest 2022 2021 Term rate Bridge Loan $ — $ 222,222 Note was issued on November 1, 2020 and due on January 30, 2022 18.0% Martus 93,204 100,634 Note was issued on October 23, 2018 and due on January 3, 2023 5.0% Swisspeers AG — 9,605 Note was issued on April 8, 2019 and originally due on October 4, 2022 7.0% Darlene Covid19 101,590 109,690 Note was issued on April 1, 2020 and due on March 31, 2025 0.0% Total 194,794 442,151 Less: Unamortized debt discount — ( 7,406 ) Total loans payable 194,794 434,745 Less: Current portion of loans payable ( 93,204 ) ( 315,450 ) Long-term loans payable $ 101,590 $ 119,295 |
NOTE 6 - LOANS PAYABLE - Schedule of Loans Payable to Related Parties | September 30, December 31, 2022 2021 49% of Shareholder of SwissLink $ 18,457 $ 19,929 49% of Shareholder of SwissLink 203,180 219,379 Total 221,637 239,308 Less: Current portion of loans payable –related parties 221,637 239,308 Long-term loans payable – related parties $ — $ — |
NOTE 7 _ OTHER CURRENT LIABIL_2
NOTE 7 – OTHER CURRENT LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Other Liabilities Disclosure [Abstract] | |
NOTE - 7 OTHER CURRENT LIABILITIES - Schedule of Other CurrentLiabilities | September 30, December 31, 2022 2021 Accrued liabilities $ 30,825 $ 61,153 Payable for acquisition of subsidiaries 75,000 — Accrued interest — 8,173 Salary payable - management 89,628 92,229 Salary payable 3,708 — Employee benefits 112,309 105,221 Other current liabilities 203,753 40,273 $ 515,223 $ 307,049 |
NOTE 11 - SEGMENTS (Tables)
NOTE 11 - SEGMENTS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
NOTE 11 - SEGMENTS - Schedule of Operating Activities by Geographic Segment | Three months ended September 30, 2022 NOTE 11 - SEGMENTS - Schedule of Operating Activities by Geographic Segment USA Switzerland Elimination Total Revenues $ 22,364,201 1,291,688 $ (1,719,255 ) $ 21,936,634 Cost of revenue 21,226,541 1,114,388 (1,719,255 ) 20,621,674 Gross profit 1,137,660 177,300 — 1,314,960 Operating expenses General and administration 1,089,194 166,953 — 1,256,147 Operating income 48,466 10,347 — 58,813 Other expense (29,411 ) (2,090 ) — (31,501) Net income $ 19,055 $ 8,257 $ — $ 27,312 Three months Ended September 30, 2021 USA Switzerland Elimination Total Revenues $ 15,347,282 1,189,230 $ (19,773 ) $ 16,516,739 Cost of revenue 14,706,065 989,395 (19,773 ) 15,675,687 Gross profit 641,217 199,835 — 841,052 Operating expenses General and administration 738,578 218,617 — 957,195 Operating loss (97,361 ) (18,782 ) — (116,143) Other income 1,525 3,400 — 4,925 Net loss $ (95,836 ) $ (15,382 ) $ — $ (111,218) Nine months ended September 30, 2022 USA Switzerland Elimination Total Revenues $ 63,898,961 3,554,591 $ (2,397,891 ) $ 65,055,661 Cost of revenue 61,838,539 2,969,719 (2,397,891 ) 62,410,367 Gross profit 2,060,422 584,872 — 2,645,294 Operating expenses General and administration 2,792,287 597,810 — 3,390,097 Operating loss (731,865 ) (12,938 ) — (744,803) Other income (expense) (45,938 ) 7,865 — (38,073) Net loss $ (777,803 ) $ (5,073 ) $ — $ (782,876) Nine months Ended September 30, 2021 USA Switzerland Elimination Total Revenues $ 43,404,674 3,474,215 $ (36,172 ) $ 46,842,717 Cost of revenue 42,487,024 3,018,878 (36,172 ) 45,469,730 Gross profit 917,650 455,337 — 1,372,987 Operating expenses General and administration 3,077,319 587,154 — 3,664,473 Operating loss (2,159,669 ) (131,817 ) — (2,291,486) Other income (expense) (839,316 ) 18,723 — (820,593) Net loss $ (2,998,985 ) $ (113,094 ) $ — $ (3,112,079) Asset Information The following table shows asset information by geographic segment as of September 30, 2022 and December 31, 2021: September 30, 2022 USA Switzerland Elimination Total Assets Current assets $ 5,628,559 $ 1,091,622 $ (578,999 ) $ 6,141,182 Non-current assets $ 11,660,618 $ 600,882 $ (6,184,562 ) $ 6,076,938 Liabilities Current liabilities $ 1,729,868 $ 1,619,112 $ (578,999 ) $ 2,769,981 Non-current liabilities $ — $ 246,473 $ — $ 246,473 December 31, 2021 USA Switzerland Elimination Total Assets Current assets $ 5,783,859 $ 997,216 $ (214,551 ) $ 6,566,524 Non-current assets $ 4,468,491 $ 609,189 $ (2,584,562 ) $ 2,493,118 Liabilities Current liabilities $ 1,070,972 $ 1,506,594 $ (214,551 ) $ 2,363,015 Non-current liabilities $ — $ 275,729 $ — $ 275,729 |
NOTE 1 -ORGANIZATION AND DESC_2
NOTE 1 -ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) | 1 Months Ended | 9 Months Ended | |
May 13, 2022 | Jun. 01, 2022 | Sep. 30, 2022 | |
Restructuring Cost and Reserve [Line Items] | |||
Entity Incorporation, Date of Incorporation | Jun. 24, 2011 | ||
Whisl Telecom L L C [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Noncash or Part Noncash Acquisition, Interest Acquired | 51% | ||
Smartbiz Telecom L L C [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Noncash or Part Noncash Acquisition, Interest Acquired | 51% |
NOTE 2 -SUMMARY OF SIGNIFICAN_3
NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Ten Customers [Member] | ||
Concentration Risk, Percentage | 87% | |
Six Customers [Member] | ||
Concentration Risk, Percentage | 87% |
NOTE 4 - ACQUISITIONS - Whisl C
NOTE 4 - ACQUISITIONS - Whisl Consideration (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Jun. 01, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | May 13, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | |||||||
Business Acquisition, Transaction Costs | $ 75,000 | $ 75,000 | |||||
Stock Issued During Period, Value, Acquisitions | $ 32,500 | $ 325,000 | 357,500 | ||||
Whisl Telecom L L C [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business Acquisition, Transaction Costs | $ 1,000,000 | ||||||
Business Combination, Contingent Consideration, Liability | 250,000 | ||||||
Stock Issued During Period, Value, Acquisitions | 550,000 | ||||||
Acquisition Costs, Cumulative | $ 1,800,000 | ||||||
Smartbiz Telecom L L C [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business Acquisition, Transaction Costs | $ 725,000 | ||||||
Business Combination, Contingent Consideration, Liability | 75,000 | ||||||
Stock Issued During Period, Value, Acquisitions | 1,000,000 | $ 357,500 | |||||
Acquisition Costs, Cumulative | $ 1,800,000 |
NOTE 4 - ACQUISITIONS - Smartbi
NOTE 4 - ACQUISITIONS - Smartbiz Consideration (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Jun. 01, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||||||
Business Acquisition, Transaction Costs | $ 75,000 | $ 75,000 | ||||
Stock Issued During Period, Value, Acquisitions | $ 32,500 | $ 325,000 | $ 357,500 | |||
Smartbiz Telecom L L C [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business Acquisition, Transaction Costs | $ 725,000 | |||||
Business Combination, Contingent Consideration, Liability | $ 75,000 | |||||
Stock Issued During Period, Shares, Acquisitions | 2,850,330 | 550,000 | ||||
Stock Issued During Period, Value, Acquisitions | $ 1,000,000 | $ 357,500 | ||||
Acquisition Costs, Cumulative | $ 1,800,000 |
NOTE 4 - ACQUISITIONS - Whisl A
NOTE 4 - ACQUISITIONS - Whisl Assets and Liabilities Acquired (Details) - Whisl Telecom L L C [Member] | May 13, 2022 USD ($) |
Business Acquisition [Line Items] | |
Acquisition Costs, Cumulative | $ 1,800,000 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 141,113 |
Business Combination, Acquired Receivable, Fair Value | 109,762 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | 250,875 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable | 241,426 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities | 2,075 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 243,501 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 7,374 |
Business Combination, Acquisition of Less than 100 Percent, Noncontrolling Interest, Fair Value | 3,613 |
Business Combination, Assets and Liabilities Arising from Contingencies, Amount Recognized, Net | 3,761 |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest | $ 1,796,239 |
NOTE 4 - ACQUISITIONS - Smart_2
NOTE 4 - ACQUISITIONS - Smartbiz Assets and Liabilities Acquired (Details) - Smartbiz Telecom L L C [Member] | Jun. 01, 2022 USD ($) |
Business Acquisition [Line Items] | |
Acquisition Costs, Cumulative | $ 1,800,000 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 19,755 |
Business Combination, Acquired Receivable, Fair Value | 789,515 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | 809,270 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable | 807,265 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities | 76,839 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 884,104 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 74,834 |
Business Combination, Acquisition of Less than 100 Percent, Noncontrolling Interest, Fair Value | 36,669 |
Business Combination, Assets and Liabilities Arising from Contingencies, Amount Recognized, Net | 38,165 |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest | $ 1,838,165 |
NOTE 4 - ACQUISITIONS - Unaudi
NOTE 4 - ACQUISITIONS - Unaudited Pro Forma Results of Operations (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Business Acquisition [Line Items] | ||||||||
Revenues | $ 21,936,634 | $ 16,516,739 | $ 65,055,661 | $ 46,842,717 | ||||
Cost of revenues | 20,621,674 | 15,675,687 | 62,410,367 | 45,469,730 | ||||
Gross profit | 1,314,960 | 841,052 | 2,645,294 | 1,372,987 | ||||
Operating expenses | ||||||||
Operating loss | 58,813 | (116,143) | (744,803) | (2,291,486) | ||||
Other expense | (31,501) | 4,925 | (38,073) | (820,593) | ||||
Net Loss | $ (68,863) | $ (351,180) | $ (554,970) | $ (198,954) | $ (987,376) | $ (1,942,391) | (975,013) | (3,128,721) |
Pro Forma Acquisitions [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Revenues | 69,165,130 | 59,028,492 | ||||||
Cost of revenues | 66,683,557 | 56,430,726 | ||||||
Gross profit | 2,481,573 | 2,597,766 | ||||||
Operating expenses | ||||||||
Operating loss | (1,840,953) | (2,127,091) | ||||||
Other expense | (38,073) | (820,593) | ||||||
Net Loss | $ (1,879,026) | $ (2,947,684) |
NOTE 4 _ ACQUISITIONS (Details
NOTE 4 – ACQUISITIONS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
May 13, 2022 | Jun. 01, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Business Acquisition [Line Items] | ||||||
Stock Issued During Period, Value, Acquisitions | $ 32,500 | $ 325,000 | $ 357,500 | |||
Whisl Telecom L L C [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Noncash or Part Noncash Acquisition, Interest Acquired | 51% | |||||
Acquisition Costs, Cumulative | $ 1,800,000 | |||||
Acquisition Costs, Period Cost | $ 1,250,000 | |||||
Stock Issued During Period, Value, Acquisitions | $ 550,000 | |||||
Stock Issued During Period, Shares, Acquisitions | 1,461,653 | |||||
Smartbiz Telecom L L C [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Noncash or Part Noncash Acquisition, Interest Acquired | 51% | |||||
Acquisition Costs, Cumulative | $ 1,800,000 | |||||
Acquisition Costs, Period Cost | 800,000 | |||||
Stock Issued During Period, Value, Acquisitions | $ 1,000,000 | $ 357,500 | ||||
Stock Issued During Period, Shares, Acquisitions | 2,850,330 | 550,000 |
NOTE 5 - PROPERTY AND EQUIPMENT
NOTE 5 - PROPERTY AND EQUIPMENT - Schedule of Propery Plant and Equipment (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 980,103 | $ 985,801 |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | 588,341 | 576,419 |
Property, Plant and Equipment, Net | 391,762 | 409,382 |
Technology Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 301,462 | 258,871 |
Software Development [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 581,545 | 618,125 |
Other Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 97,096 | $ 108,805 |
NOTE 5 _ PROPERTY AND EQUIPME_3
NOTE 5 – PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation, Depletion and Amortization, Nonproduction | $ 91,221 | $ 66,924 |
NOTE 6 - LOANS PAYABLE - Schedu
NOTE 6 - LOANS PAYABLE - Schedule of Loans Payable (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | ||
Long-Term Debt, Gross | $ 194,794 | $ 442,151 |
Long-Term Debt | 194,794 | 434,745 |
Long-Term Debt, Current Maturities | 93,204 | 315,450 |
Long-Term Debt, Excluding Current Maturities | 101,590 | 119,295 |
Bridge Loan [Member] | ||
Short-Term Debt [Line Items] | ||
Long-Term Debt, Gross | 222,222 | |
Debt Instrument, Payment Terms | Note was issued on November 1, 2020 and due on January 30, 2022 | |
Debt Instrument, Interest Rate, Stated Percentage | 18% | |
Martus | ||
Short-Term Debt [Line Items] | ||
Long-Term Debt, Gross | $ 93,204 | 100,634 |
Debt Instrument, Payment Terms | Note was issued on October 23, 2018 and due on January 3, 2023 | |
Debt Instrument, Interest Rate, Stated Percentage | 5% | |
Swisspeers AG | ||
Short-Term Debt [Line Items] | ||
Long-Term Debt, Gross | 9,605 | |
Debt Instrument, Payment Terms | Note was issued on April 8, 2019 and originally due on October 4, 2022 | |
Debt Instrument, Interest Rate, Stated Percentage | 7% | |
Darlene Covi19 | ||
Short-Term Debt [Line Items] | ||
Long-Term Debt, Gross | $ 101,590 | 109,690 |
Debt Instrument, Interest Rate, Stated Percentage | 0% | |
Loans Payable One [Member] | ||
Short-Term Debt [Line Items] | ||
Debt Instrument, Unamortized Discount | $ 7,406 |
NOTE 6 - LOANS PAYABLE - Sche_2
NOTE 6 - LOANS PAYABLE - Schedule of Loans Payable to Related Parties (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Short-Term Debt [Line Items] | ||
Loans Payable | $ 221,637 | $ 239,308 |
Loans Payable, Current | 221,637 | 239,308 |
Loans Payable, Noncurrent | ||
49% of Shareholder of SwissLink 1 | ||
Short-Term Debt [Line Items] | ||
Loans Payable | 18,457 | 19,929 |
49% of Shareholder of SwissLink 2 | ||
Short-Term Debt [Line Items] | ||
Loans Payable | $ 203,180 | $ 219,379 |
NOTE 6 _LOANS PAYABLE (Details
NOTE 6 –LOANS PAYABLE (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | ||||
Debt Instrument, Decrease, Forgiveness | $ 807,103 | $ 807,103 | ||
Third Party Loans [Member] | ||||
Short-Term Debt [Line Items] | ||||
Increase (Decrease) in Other Loans | $ 0 | 444,444 | ||
Payments for Loans | 232,018 | 331,150 | ||
Loans Payable [Member] | ||||
Short-Term Debt [Line Items] | ||||
Interest Expense | 22,417 | 179,504 | ||
Amortization of Debt Discount (Premium) | $ 7,406 | $ 63,666 | ||
Interest Expense, Other Long-Term Debt | $ 33,430 | |||
Interest Expense, Subordinated Notes and Debentures | $ 372,290 |
NOTE - 7 OTHER CURRENT LIABILI
NOTE - 7 OTHER CURRENT LIABILITIES - Schedule of Other CurrentLiabilities (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||
Jun. 01, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | May 13, 2022 | Dec. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | |||||||||||
Accrued liabilities | $ 30,825 | $ 30,825 | $ 61,153 | ||||||||
Payable for acquisition of subsidiaries | 75,000 | 75,000 | |||||||||
Accrued interest | 8,173 | ||||||||||
Salary payable - management | 89,628 | 89,628 | 92,229 | ||||||||
Salary payable | 3,708 | 3,708 | |||||||||
Employee benefits | 112,309 | 112,309 | 105,221 | ||||||||
Other current liabilities | 203,753 | 203,753 | 40,273 | ||||||||
Other Liabilities, Current | 515,223 | $ 515,223 | $ 307,049 | ||||||||
Stock Issued During Period, Shares, New Issues | 2,000,000 | ||||||||||
Stock Issued During Period, Value, New Issues | $ 1,000,000 | $ 3,586,250 | $ 1,000,000 | ||||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 180,000 | ||||||||||
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture | 20,500 | $ 30,490 | $ 41,139 | $ 34,538 | $ 412,200 | $ 564,000 | $ 92,129 | ||||
Stock Issued During Period, Value, Acquisitions | 32,500 | $ 325,000 | $ 357,500 | ||||||||
[custom:CommonStockIssuedForSettlementOfDebtValue1] | $ 80,674 | $ 2,056,530 | |||||||||
Whisl Telecom L L C [Member] | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Payable for acquisition of subsidiaries | $ 1,000,000 | ||||||||||
Stock Issued During Period, Shares, Acquisitions | 1,461,653 | ||||||||||
Stock Issued During Period, Value, Acquisitions | $ 550,000 | ||||||||||
Smartbiz Telecom L L C [Member] | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Payable for acquisition of subsidiaries | $ 725,000 | ||||||||||
Stock Issued During Period, Shares, Acquisitions | 2,850,330 | 550,000 | |||||||||
Stock Issued During Period, Value, Acquisitions | $ 1,000,000 | $ 357,500 | |||||||||
[custom:CommonStockIssuedForSettlementOfDebtShares] | 161,367 | ||||||||||
[custom:CommonStockIssuedForSettlementOfDebtValue1] | $ 80,674 |
NOTE 7 _ OTHER CURRENT LIABIL_3
NOTE 7 – OTHER CURRENT LIABILITIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||
Jan. 07, 2021 | Nov. 11, 2020 | Nov. 03, 2020 | Apr. 25, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
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 | ||||||||
Stock Issued During Period, Shares, New Issues | 2,000,000 | ||||||||||
Common Stock, Shares, Issued | 151,830,378 | 151,830,378 | 147,477,358 | 147,477,358 | |||||||
Common Stock, Shares, Outstanding | 151,830,378 | 151,830,378 | 147,477,358 | 147,477,358 | |||||||
[custom:ProceedsFromIssuanceOfCommonStockPurchaseOptions] | $ 500,000 | $ 500,000 | |||||||||
Preferred Class A [Member] | |||||||||||
Preferred Stock, Shares Issued | 10,000 | 10,000 | 10,000 | ||||||||
Preferred Stock, Shares Outstanding | 10,000 | 10,000 | 10,000 | ||||||||
Preferred Class B [Member] | |||||||||||
Preferred Stock, Shares Issued | 21,000 | 21,000 | 21,000 | ||||||||
Preferred Stock, Shares Outstanding | 21,000 | 21,000 | 21,000 | ||||||||
Preferred Class C [Member] | |||||||||||
Preferred Stock, Shares Issued | 0 | 0 | 0 | ||||||||
Preferred Stock, Shares Outstanding | 0 | 0 | 0 | ||||||||
Preferred Stock [Member] | Series A Preferred Stock [Member] | |||||||||||
Preferred Stock, Voting Rights | 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 stockholders at a rate of 51% of the total vote of stockholders. | ||||||||||
Stock Issued During Period, Shares, New Issues | |||||||||||
Preferred Stock [Member] | Series B Preferred Stock [Member] | |||||||||||
Preferred Stock, Voting Rights | On November 11, 2020, pursuant to Article III of our Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock entitled Series B Preferred Stock, consisting of up 200,000 shares, par value $0.001. Under the Certificate of Designation, holders of Series B Preferred Stock will receive a liquidation preference of $81 per share in any distribution upon winding up, dissolution, or liquidation of the Company before junior security holders, as provided in the designation. Holders of Series B Preferred Stock are entitled to receive as, when, and if declared by the Board of Directors, dividends in kind at an annual rate equal to twenty four percent (24%) of $81 per share for each of the then outstanding shares of Series B Preferred Stock, calculated on the basis of a 360-day year consisting of twelve 30-day months. Holders of Series B Preferred Stock do not have voting rights but may convert into common stock after twelve months from the issuance date, at a conversion rate of one thousand (1,000) shares of Common Stock for every one (1) share of Series B Preferred Stock. Upon conversion, the shares are subject to a one-year leak-out restriction on sales into the market of no more than 5% previous month’s stock liquidity. | ||||||||||
Stock Issued During Period, Shares, New Issues | |||||||||||
Preferred Stock [Member] | Series C Preferred Stock [Member] | |||||||||||
Preferred Stock, Voting Rights | On January 7, 2021, pursuant to Article III of our Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock entitled Series C Preferred Stock, consisting of up 200,000 shares, par value $0.001. Under the Certificate of Designation, holders of Series C Preferred Stock will rank junior to the Series B Preferred Stock, but on par with common stock and Series A Preferred Stock in any distribution upon winding up, dissolution, or liquidation of the company, as provided in the designation. The holders of shares of Series C Preferred Stock have no dividend rights except as may be declared by the Board in its sole and absolute discretion, out of funds legally available for that purpose. Holders of Series C Preferred Stock do not have voting rights but may convert into common stock after twenty four months from the issuance date, at a conversion rate of one thousand (1,000) shares of Common Stock for every one (1) share of Series C Preferred Stock. Upon conversion, the shares are subject to a one-year restriction on sales into the market of no more than 5% previous month’s stock liquidity. | ||||||||||
Total Issued In Period [Member] | |||||||||||
Stock Issued During Period, Shares, New Issues | 4,353,020 | ||||||||||
Apollo Management Group Inc [Member] | |||||||||||
Common Stock, Shares Subscribed but Unissued | 4,800,000 | ||||||||||
Option Indexed to Issuer's Equity, Strike Price | $ 2 |
NOTE 9 - RELATED PARTY TRANSA_2
NOTE 9 - RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||
Payments for Advance to Affiliate | $ 1,000 | $ 215,674 | |
Proceeds from Related Party Debt | 400 | 226 | |
Due from Related Parties | 351,139 | $ 424,086 | |
[custom:RepaymentsOfRelatedPartyDebt2] | 0 | ||
Repayments of Related Party Debt | 90,787 | ||
Due to Related Parties, Current | 26,613 | $ 26,613 | |
Management Fee Expense | 405,000 | 414,000 | |
Increase (Decrease) in Employee Related Liabilities | 0 | 976,200 | |
Payments to Employees | 407,602 | 411,300 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Share-Based Liabilities Paid | 92,130 | 34,538 | |
Rlated Party [Member] | |||
Related Party Transaction [Line Items] | |||
Payments for Advance to Affiliate | 1,000 | 35,674 | |
Proceeds from Related Party Debt | 100 | $ 226 | |
Accounts Receivable, Noncurrent, Accrued Interest, Writeoff | 7,648 | ||
C E O [Member] | |||
Related Party Transaction [Line Items] | |||
Increase (Decrease) Due from Other Related Parties | 180,000 | ||
Accounts Receivable, Noncurrent, Accrued Interest, Writeoff | $ 8,004 |
NOTE 10 _ COMMITMENTS AND CON_2
NOTE 10 – COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Lessee, Operating Lease, Term of Contract | 12 months | |
Operating Lease, Expense | $ 56,405 | $ 32,023 |
NOTE 11 - SEGMENTS - Schedule o
NOTE 11 - SEGMENTS - Schedule of Operating Activities by Geographic Segment (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||||
Revenues | $ 21,936,634 | $ 16,516,739 | $ 65,055,661 | $ 46,842,717 | |
Cost of revenue | 20,621,674 | 15,675,687 | 62,410,367 | 45,469,730 | |
Gross profit | 1,314,960 | 841,052 | 2,645,294 | 1,372,987 | |
Operating expenses | |||||
General and administration | 1,256,147 | 957,195 | 3,390,097 | 3,664,473 | |
Operating loss | 58,813 | (116,143) | (744,803) | (2,291,486) | |
Other income (expense) | (31,501) | 4,925 | (38,073) | (820,593) | |
Net loss | 27,312 | (111,218) | (782,876) | (3,112,079) | |
Assets | |||||
Current assets | 6,141,182 | 6,141,182 | $ 6,566,524 | ||
Non-current assets | 6,076,938 | 6,076,938 | 2,493,118 | ||
Liabilities | |||||
Current liabilities | 2,769,981 | 2,769,981 | 2,363,015 | ||
Non-current liabilities | 246,473 | 246,473 | 275,729 | ||
U S A [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 22,364,201 | 15,347,282 | 63,898,961 | 43,404,674 | |
Cost of revenue | 21,226,541 | 14,706,065 | 61,838,539 | 42,487,024 | |
Gross profit | 1,137,660 | 641,217 | 2,060,422 | 917,650 | |
Operating expenses | |||||
General and administration | 1,089,194 | 738,578 | 2,792,287 | 3,077,319 | |
Operating loss | 48,466 | (97,361) | (731,865) | (2,159,669) | |
Other income (expense) | (29,411) | 1,525 | (45,938) | (839,316) | |
Net loss | 19,055 | (95,836) | (777,803) | (2,998,985) | |
Assets | |||||
Current assets | 5,628,559 | 5,628,559 | 5,783,859 | ||
Non-current assets | 11,660,618 | 11,660,618 | 4,468,491 | ||
Liabilities | |||||
Current liabilities | 1,729,868 | 1,729,868 | 1,070,972 | ||
Non-current liabilities | |||||
Switzerland [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 1,291,688 | 1,189,230 | 3,554,591 | 3,474,215 | |
Cost of revenue | 1,114,388 | 989,395 | 2,969,719 | 3,018,878 | |
Gross profit | 177,300 | 199,835 | 584,872 | 455,337 | |
Operating expenses | |||||
General and administration | 166,953 | 218,617 | 597,810 | 587,154 | |
Operating loss | 10,347 | (18,782) | (12,938) | (131,817) | |
Other income (expense) | (2,090) | 3,400 | 7,865 | 18,723 | |
Net loss | 8,257 | (15,382) | (5,073) | (113,094) | |
Assets | |||||
Current assets | 1,091,622 | 1,091,622 | 997,216 | ||
Non-current assets | 600,882 | 600,882 | 609,189 | ||
Liabilities | |||||
Current liabilities | 1,619,112 | 1,619,112 | 1,506,594 | ||
Non-current liabilities | 246,473 | 246,473 | 275,729 | ||
Elimination [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | (1,719,255) | (19,773) | (2,397,891) | (36,172) | |
Cost of revenue | (1,719,255) | (19,773) | (2,397,891) | (36,172) | |
Gross profit | |||||
Operating expenses | |||||
General and administration | |||||
Operating loss | |||||
Other income (expense) | |||||
Net loss | |||||
Assets | |||||
Current assets | (578,999) | (578,999) | (214,551) | ||
Non-current assets | (6,184,562) | (6,184,562) | (2,584,562) | ||
Liabilities | |||||
Current liabilities | (578,999) | (578,999) | (214,551) | ||
Non-current liabilities |
NOTE 12 _ SUBSEQUENT EVENTS (De
NOTE 12 – SUBSEQUENT EVENTS (Details Narrative) | 1 Months Ended |
Nov. 14, 2022 shares | |
Subsequent Events [Abstract] | |
Stock Issued During Period, Shares, Conversion of Convertible Securities | 3,790,597 |