Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | May 15, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
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 | 164,596,688 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash | $ 1,777,226 | $ 1,329,389 |
Accounts receivable, net | 3,969,503 | 4,209,125 |
Inventory | 26,124 | 26,124 |
Due from related parties | 400,893 | 326,324 |
Prepaid and other current assets | 563,221 | 545,628 |
Total Current Assets | 6,736,967 | 6,436,590 |
Property and equipment, net | 433,119 | 401,021 |
Intangible asset | 99,592 | 99,592 |
Goodwill | 5,172,146 | 5,172,146 |
Deferred tax assets | 445,100 | 440,135 |
TOTAL ASSETS | 12,886,924 | 12,549,484 |
Current Liabilities | ||
Accounts payable | 2,270,211 | 2,254,636 |
Accrued and other current liabilities | 2,748,968 | 2,482,352 |
Due to related parties | 26,613 | 26,613 |
Loans payable | 95,407 | 94,342 |
Loans payable - related parties | 238,610 | 235,949 |
Derivative liabilities | 921,222 | 1,357,787 |
Total Current Liabilities | 6,301,031 | 6,451,679 |
Loans payable, non-current | 100,255 | 108,150 |
Employee benefits, non-current | 155,978 | 154,238 |
TOTAL LIABILITIES | 6,557,264 | 6,714,067 |
Stockholders' Equity | ||
Common stock: 300,000,000 authorized; $0.001 par value 164,596,688 and 161,595,511 shares issued and outstanding, respectively | 164,597 | 161,595 |
Additional paid in capital | 31,784,606 | 31,136,120 |
Accumulated deficit | (24,867,580) | (24,504,395) |
Accumulated other comprehensive loss | (32,753) | (33,557) |
Equity attributable to stockholders of iQSTEL Inc. | 7,048,901 | 6,759,794 |
Deficit attributable to noncontrolling interests | (719,241) | (924,377) |
TOTAL STOCKHOLDERS' EQUITY | 6,329,660 | 5,835,417 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 12,886,924 | 12,549,484 |
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) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Preferred Stock, Shares Authorized | 1,200,000 | |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | |
Common Stock, Shares Authorized | 300,000,000 | |
Common Stock, Par or Stated Value Per Share | $ 0.001 | |
Common Stock, Shares, Outstanding | 164,596,688 | 161,595,511 |
Preferred Class A [Member] | ||
Preferred Stock, Shares Authorized | 10,000 | |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | |
Preferred Stock, Shares Issued | 10,000 | |
Preferred Stock, Shares Outstanding | 10,000 | |
Preferred Class B [Member] | ||
Preferred Stock, Shares Authorized | 200,000 | |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | |
Preferred Stock, Shares Outstanding | 21,000 | 21,000 |
Preferred Class C [Member] | ||
Preferred Stock, Shares Authorized | 200,000 | |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Revenues | $ 24,666,529 | $ 19,419,311 |
Cost of revenue | 23,449,793 | 18,935,251 |
Gross profit | 1,216,736 | 484,060 |
Operating expenses | ||
General and administration | 1,534,266 | 989,498 |
Total operating expenses | 1,534,266 | 989,498 |
Operating loss | (317,530) | (505,438) |
Other income (expense) | ||
Other income | 24,159 | |
Other expenses | (33,954) | (28,564) |
Interest expense | (3,645) | (14,888) |
Change in fair value of derivative liabilities | 196,307 | |
Total other income (expense) | 158,708 | (19,293) |
Net loss before provision for income taxes | (158,822) | (524,731) |
Income taxes | ||
Net loss | (158,822) | (524,731) |
Less: Net income attributable to noncontrolling interests | 204,363 | 30,239 |
Net loss attributable to stockholders of iQSTEL Inc. | (363,185) | (554,970) |
Comprehensive income (loss) | ||
Foreign currency adjustment | 1,577 | (384) |
Total comprehensive (loss) | (157,245) | (525,115) |
Less: Comprehensive income attributable to noncontrolling interests | 205,136 | 30,051 |
Net comprehensive (loss) attributable to stockholders of iQSTEL Inc. | $ (362,381) | $ (555,166) |
Basic and diluted loss per common share | $ 0 | $ 0 |
Weighted average number of common shares outstanding - Basic and diluted | 164,034,479 | 147,539,580 |
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 - December 31, 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 compensation | $ 60 | 41,079 | 41,139 | 41,139 | |||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 60,000 | ||||||||
Resolution of derivative liabilities upon exercise of warrants | |||||||||
Foreign currency translation adjustments | (196) | (196) | (188) | (384) | |||||
Net income (loss) | (554,970) | (554,970) | 30,239 | (524,731) | |||||
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 | ||||||||
Balance - March 31, 2022 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 - December 31, 2021 at Dec. 31, 2022 | $ 10 | $ 21 | $ 161,595 | 31,136,120 | (24,504,395) | (33,557) | 6,759,794 | (924,377) | 5,835,417 |
Shares, Issued at Dec. 31, 2022 | 10,000 | 21,000 | 161,595,511 | ||||||
Common stock issued for warrant exercises | $ 2,942 | 397,058 | 400,000 | 400,000 | |||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 2,941,177 | ||||||||
Common stock issued for compensation | $ 60 | 11,170 | $ 11,230 | 11,230 | |||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 60,000 | 60,000 | |||||||
Resolution of derivative liabilities upon exercise of warrants | 240,258 | $ 240,258 | 240,258 | ||||||
Foreign currency translation adjustments | 804 | 804 | 773 | 1,577 | |||||
Net income (loss) | (363,185) | (363,185) | 204,363 | (158,822) | |||||
Balance - March 31, 2022 at Mar. 31, 2023 | $ 10 | $ 21 | $ 164,597 | $ 31,784,606 | $ (24,867,580) | $ (32,753) | $ 7,048,901 | $ (719,241) | $ 6,329,660 |
Shares, Issued at Mar. 31, 2023 | 10,000 | 21,000 | 164,596,688 |
Consoolidated Statements of Cas
Consoolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (158,822) | $ (524,731) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Stock based compensation | 11,230 | 41,139 |
Depreciation and amortization | 34,060 | 33,547 |
Amortization of debt discount | 7,407 | |
Change in fair value of derivative liabilities | (196,307) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 564,365 | (87,361) |
Prepaid and other current assets | (16,204) | 24,677 |
Due from related party | 5,131 | 23,316 |
Accounts payable | 537,667 | 73,445 |
Other current liabilities | (583,957) | (39,091) |
Net cash provided by (used in) operating activities | 197,163 | (447,652) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (63,247) | (24,918) |
Payment of loan receivable - related party | (80,000) | |
Collection of amounts due from related parties | 300 | |
Net cash used in investing activities | (142,947) | (24,918) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Repayments of loans payable | (9,006) | (232,018) |
Proceeds from common stock issued | 1,100,000 | |
Proceeds from exercise of warrants | 400,000 | |
Proceeds from issuance of common stock purchase options | 500,000 | |
Net cash provided by financing activities | 390,994 | 1,367,982 |
Effect of exchange rate changes on cash | 2,627 | (3,181) |
Net change in cash | 447,837 | 892,231 |
Cash, beginning of period | 1,329,389 | 3,334,813 |
Cash, end of period | 1,777,226 | 4,227,044 |
Supplemental cash flow information | ||
Cash paid for interest | 3,333 | |
Cash paid for taxes | ||
Non-cash transactions: | ||
Resolution of derivative liabilities upon exercise of warrants | $ 240,258 |
NOTE 1 -ORGANIZATION AND DESCRI
NOTE 1 -ORGANIZATION AND DESCRIPTION OF BUSINESS | 3 Months Ended |
Mar. 31, 2023 | |
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 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 404 active interconnection agreements with mobile companies, fixed line companies and other wholesale carriers. |
NOTE 2 -SUMMARY OF SIGNIFICANT
NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 and the results of operations and cash flows for the periods presented. The results of operations for the three months ended March 31, 2023 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, 2022 filed with the SEC on April 14, 2023. 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. 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 functional currency and reporting currency of Etelix, QGlobal, ItsBchain, IoT Labs, Whisl, Smartbiz and Global Money One is the U.S. dollar, while SwissLink’s functional currency is the Swiss Franc (“CHF”). SwissLink translates their records into U.S. dollars 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. Cash and Cash Equivalents Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. The Company had no cash equivalents at March 31, 2023 and December 31, 2022. 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. Under the expected credit loss model, 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 three months ended March 31, 2023 and 2022, the Company recorded no bad debt expense. 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 three months ended March 31, 2023, 12 customers represented 86% 86% 62% 64% Financial Instruments The Company follows ASC 820, “ Fair Value Measurements and Disclosures, Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The carrying values of our financial instruments, including, cash; accounts receivable; prepaid and other current assets; accounts payable; accrued liabilities and other current liabilities; and due from/to related parties approximate their fair values due to the short-term maturities of these financial instruments. Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated. It is not, however, practical to determine the fair value of amounts due to related parties due to their related party nature. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. We evaluate all of our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company used a Black-Scholes valuation model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. 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 exists, 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 client. Recent Accounting Pronouncements In June 2022, the FASB issued ASU 2022-03, ASC Subtopic “ Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. In June 2016, the FASB issued ASU No. 2016-13, “ Financial Instruments Credit Losses —Measurement of Credit Losses on Financial Instruments The Company has reviewed all other recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on our financial statements. |
NOTE 3 - GOING CONCERN
NOTE 3 - GOING CONCERN | 3 Months Ended |
Mar. 31, 2023 | |
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 _ PREPAID AND OTHER CURR
NOTE 4 – PREPAID AND OTHER CURRENT ASSETS | 3 Months Ended |
Mar. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
NOTE 4 – PREPAID AND OTHER CURRENT ASSETS | NOTE 4 – PREPAID AND OTHER CURRENT ASSETS Prepaid and other current assets as of March 31, 2023 and December 31, 2022 consisted of the following: March 31, December 31, 2023 2022 Other receivable $ 129,967 $ 120,139 Prepaid expenses 20,450 26,600 Advance payment 21,000 21,000 Tax receivable 394 389 Deposit for acquisition of asset 362,000 357,500 Security deposit 20,000 20,000 Process costing 9,410 — Total prepaid and other current assets $ 563,221 $ 545,628 |
NOTE 5 _ PROPERTY AND EQUIPMENT
NOTE 5 – PROPERTY AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
NOTE 5 – PROPERTY AND EQUIPMENT | NOTE 5 – PROPERTY AND EQUIPMENT Property and equipment as of March 31, 2023 and December 31, 2022 consisted of the following: March 31, December 31, 2023 2022 Telecommunication equipment $ 332,944 $ 317,958 Telecommunication software 693,006 640,566 Other equipment 99,192 99,126 Total property and equipment 1,125,142 1,057,650 Accumulated depreciation and amortization (692,023 ) (656,629 ) Total property and equipment $ 433,119 $ 401,021 Depreciation expense for the three months ended March 31, 2023 and 2022 amounted to $34,060 $33,547 |
NOTE 6 _LOANS PAYABLE
NOTE 6 –LOANS PAYABLE | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
NOTE 6 –LOANS PAYABLE | NOTE 6 –LOANS PAYABLE Loans payable as of March 31, 2023 and December 31, 2022 consisted of the following: March 31, December 31, Interest 2023 2022 Term rate Martus $ 95,407 $ 94,342 Note was issued on October 23, 2018 and due on January 2, 2024 5.0% Darlene Covid19 100,255 108,150 Note was issued on April 1, 2020 and due on March 31, 2025 0.0% Total 195,662 202,492 Less: Unamortized debt discount — — Total loans payable 195,662 202,492 Less: Current portion of loans payable ( 95,407 ) ( 94,342 ) Long-term loans payable $ 100,255 $ 108,150 Loans payable - related parties as of March 31, 2023 and December 31, 2022 consisted of the following: March 31, December 31, Interest 2023 2022 Term rate 49% of Shareholder of SwissLink $ 19,870 $ 19,649 Note is due on demand 0% 49% of Shareholder of SwissLink 218,740 216,300 Note is due on demand 5% Total 238,610 235,949 Less: Current portion of loans payable 238,610 235,949 Long-term loans payable $ — $ — During the three months ended March 31, 2023 and 2022, the Company recorded interest expense of $3,645 $7,481 $0 $7,407 |
NOTE 7 _ WARRANTS
NOTE 7 – WARRANTS | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
NOTE 7 – WARRANTS | NOTE 7 – WARRANTS On April 5, 2022, we entered into a Common Stock Purchase Option Agreement with Apollo Management Group, Inc (Holder) to subscribe for and purchase from the Company, 4,800,000 September 30, 2022 $500,000 The Holder and the Company agreed that the Holder had the right and the obligation to exercise, on a cashless basis, $1,000,000 of the Options not later than October 15, 2022 $400,000 November 14, 2022 $400,000 $200,000 The Holder’s obligation to exercise each specified portion of this option on the specific dates above is subject to the volume-weighted average price (“VWAP”, market value), being not less than $0.20 per share on the relevant option exercise date. Adjusted option shares at VWAP of $0.20 shall be 48,000,000 shares. A summary of activity regarding warrants issued as follows: Warrants Outstanding Weighted Average Weighted Average Remaining Warrants Exercise Price Contractual life (in years) Outstanding, December 31, 2022 23,112,575 $ 0.17 0.75 Granted — — — Increase in number of warrants by VWAP 5,262,465 0.14 — Exercised ( 2,941,177 ) 0.14 0.70 Forfeited/canceled — — — Outstanding, March 31, 2023 25,433,863 $ 0.14 0.50 |
NOTE 8 _ DERIVATIVE LIABILITIES
NOTE 8 – DERIVATIVE LIABILITIES | 3 Months Ended |
Mar. 31, 2023 | |
Note 8 Derivative Liabilities | |
NOTE 8 – DERIVATIVE LIABILITIES | NOTE 8 – DERIVATIVE LIABILITIES Fair Value Assumptions Used in Accounting for Derivative Liabilities ASC 815, “ Derivatives and Hedging The Company determined our derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the fair value as of March 31, 2023. 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. For the three months ended March 31, 2023 and year ended December 31, 2022, the estimated fair values of the liabilities measured on a recurring basis are as follows: Three months ended March 31, 2023 Year ended December 31, 2022 Expected term 0.50 - 0.70 years 0.75 - 1.49 years Expected average volatility 77% - 81% 83% - 152% Expected dividend yield — — Risk-free interest rate 4.67% - 4.94% 0.06% - 4.73% The following table summarizes the changes in the derivative liabilities during the three months ended March 31, 2023 and 2022: Fair Value Measurements Using Significant Observable Inputs (Level 3) Balance - December 31, 2022 $ 1,357,787 Settled on issuance of common stock ( 240,258 ) Change in fair value of the warrant ( 196,307 ) Balance - March 31, 2023 $ 921,222 The following table summarizes the change in fair value of derivative liabilities included in the income statement for the three months ended March 31, 2023 and 2022, respectively. Three months ended March 31, 2023 2022 Addition of new derivatives recognized as loss on derivatives $ — $ — Revaluation of derivative liabilities ( 196,307 ) — Change in fair value of derivative liabilities $ ( 196,307 ) $ — |
NOTE 9 _ STOCKHOLDERS_ EQUITY
NOTE 9 – STOCKHOLDERS’ EQUITY | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
NOTE 9 – STOCKHOLDERS’ EQUITY | NOTE 9 – 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 $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 March 31, 2023 and December 31, 2022, 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 $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 restriction on sales into the market of no more than 5% previous month’s stock liquidity. As of March 31, 2023 and December 31, 2022, 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 $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 March 31, 2023 and December 31, 2022, no Common Stock During the three months ended March 31, 2023, the Company issued 3,001,177 · 60,000 shares for compensation to our directors valued at $11,230 · 2,941,177 shares for exercise of warrants for $400,000 As of March 31, 2023 and December 31, 2022, 164,596,688 161,595,511 |
NOTE 10 - RELATED PARTY TRANSAC
NOTE 10 - RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
NOTE 10 - RELATED PARTY TRANSACTIONS | NOTE 10 - RELATED PARTY TRANSACTIONS Due from related party As of March 31, 2023 and December 31, 2022, the Company had amounts due from related parties of $400,893 $326,324 Due to related parties As of March 31, 2023 and December 31, 2022, the Company had amounts due to related parties of $26,613 Employment agreements During the three months ended March 31, 2023 and 2022, the Company recorded management salaries of $144,000 $11,230 $41,139 As of March 31, 2023 and December 31, 2022, the Company recorded and accrued management salaries of $104,628 $79,628, respectively. |
NOTE 11 _ COMMITMENTS AND CONTI
NOTE 11 – COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
NOTE 11 – COMMITMENTS AND CONTINGENCIES | NOTE 11 – 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 $900 $20,150 |
NOTE 12 - SEGMENTS
NOTE 12 - SEGMENTS | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
NOTE 12 - SEGMENTS | NOTE 12 - SEGMENTS At December 31, 2022 and 2021, the Company operates in one industry segment, telecommunication services, and two geographic segments, USA and Switzerland, where current assets and equipment are located . Operating Activities The following table shows operating activities information by geographic segment for the three months ended March 31, 2023 and 2022: Three months ended March 31, 2023 NOTE 12 - SEGMENT - Schedule of Operating Activities by Geographic Segment USA Switzerland Elimination Total Revenues $ 24,847,671 1,347,435 $ (1,528,577 ) $ 24,666,529 Cost of revenue 23,825,886 1,152,484 (1,528,577 ) 23,449,793 Gross profit 1,021,785 194,951 — 1,216,736 Operating expenses General and administration 1,350,956 183,310 — 1,534,266 Operating (loss) income (329,171 ) 11,641 — (317,530 ) Other income (expense) 174,955 (16,247 ) — 158,708 Net loss $ (154,216 ) $ (4,606 ) $ — $ (158,822 ) Three months ended March 31, 2022 USA Switzerland Elimination Total Revenues $ 18,475,113 1,026,080 $ (81,882 ) $ 19,419,311 Cost of revenue 18,193,952 823,181 (81,882 ) 18,935,251 Gross profit 281,161 202,899 — 484,060 Operating expenses General and administration 781,300 208,198 — 989,498 Operating (loss) (500,139 ) (5,299 ) — (505,438 ) Other (expense) income (29,841 ) 10,548 — (19,293 ) Net (loss) income $ (529,980 ) $ 5,249 $ — $ (524,731 ) Asset Information The following table shows asset information by geographic segment as of March 31, 2023 and December 31, 2022: March 31, 2023 USA Switzerland Elimination Total Assets Current assets $ 6,419,124 $ 1,235,556 $ (917,713 ) $ 6,736,967 Non-current assets $ 11,631,453 $ 703,066 $ (6,184,562 ) $ 6,149,957 Liabilities Current liabilities $ 5,378,018 $ 1,840,726 $ (917,713 ) $ 6,301,031 Non-current liabilities $ — $ 256,233 $ — $ 256,233 December 31, 2022 USA Switzerland Elimination Total Assets Current assets $ 6,496,354 $ 1,172,889 $ (1,232,653 ) $ 6,436,590 Non-current assets $ 11,646,662 $ 650,794 $ (6,184,562 ) $ 6,112,894 Liabilities Current liabilities $ 5,967,729 $ 1,716,603 $ (1,232,653 ) $ 6,451,679 Non-current liabilities $ — $ 262,388 $ — $ 262,388 |
NOTE 13 _ SUBSEQUENT EVENTS.
NOTE 13 – SUBSEQUENT EVENTS. | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
NOTE 13 – SUBSEQUENT EVENTS. | NOTE 13 – SUBSEQUENT EVENTS Management has evaluated subsequent events through the date these consolidated financial statements were available to be issued. Based on our evaluation no material events have occurred that require disclosure. |
NOTE 1 -ORGANIZATION AND DESC_2
NOTE 1 -ORGANIZATION AND DESCRIPTION OF BUSINESS (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Organization and Operations | Organization and Operations iQSTEL Inc. (“iQSTEL”, “we”, “us”, or the “Company”) was incorporated under the laws of the State of Nevada 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 404 active interconnection agreements with mobile companies, fixed line companies and other wholesale carriers. |
NOTE 2 -SUMMARY OF SIGNIFICAN_2
NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 and the results of operations and cash flows for the periods presented. The results of operations for the three months ended March 31, 2023 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, 2022 filed with the SEC on April 14, 2023. |
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. |
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 functional currency and reporting currency of Etelix, QGlobal, ItsBchain, IoT Labs, Whisl, Smartbiz and Global Money One is the U.S. dollar, while SwissLink’s functional currency is the Swiss Franc (“CHF”). SwissLink translates their records into U.S. dollars 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. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. The Company had no cash equivalents at March 31, 2023 and December 31, 2022. |
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. Under the expected credit loss model, 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 three months ended March 31, 2023 and 2022, the Company recorded no bad debt expense. |
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 three months ended March 31, 2023, 12 customers represented 86% 86% 62% 64% |
Financial Instruments | Financial Instruments The Company follows ASC 820, “ Fair Value Measurements and Disclosures, Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The carrying values of our financial instruments, including, cash; accounts receivable; prepaid and other current assets; accounts payable; accrued liabilities and other current liabilities; and due from/to related parties approximate their fair values due to the short-term maturities of these financial instruments. Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated. It is not, however, practical to determine the fair value of amounts due to related parties due to their related party nature. |
Derivative Financial Instruments | Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. We evaluate all of our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company used a Black-Scholes valuation model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. |
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 exists, 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 client. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2022, the FASB issued ASU 2022-03, ASC Subtopic “ Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. In June 2016, the FASB issued ASU No. 2016-13, “ Financial Instruments Credit Losses —Measurement of Credit Losses on Financial Instruments The Company has reviewed all other recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on our financial statements. |
NOTE 4 _ PREPAID AND OTHER CU_2
NOTE 4 – PREPAID AND OTHER CURRENT ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
NOTE 4 - PREPAID AND OTHER CURRENT ASSETS - Schedule of Prepaid and Other Current Assets | March 31, December 31, 2023 2022 Other receivable $ 129,967 $ 120,139 Prepaid expenses 20,450 26,600 Advance payment 21,000 21,000 Tax receivable 394 389 Deposit for acquisition of asset 362,000 357,500 Security deposit 20,000 20,000 Process costing 9,410 — Total prepaid and other current assets $ 563,221 $ 545,628 |
NOTE 5 _ PROPERTY AND EQUIPME_2
NOTE 5 – PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
NOTE 5 - PROPERTY AND EQUIPMENT - Schedule of Propery Plant and Equipment | March 31, December 31, 2023 2022 Telecommunication equipment $ 332,944 $ 317,958 Telecommunication software 693,006 640,566 Other equipment 99,192 99,126 Total property and equipment 1,125,142 1,057,650 Accumulated depreciation and amortization (692,023 ) (656,629 ) Total property and equipment $ 433,119 $ 401,021 |
NOTE 6 _LOANS PAYABLE (Tables)
NOTE 6 –LOANS PAYABLE (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
NOTE 6 - LOANS PAYABLE - Schedule of Loans Payable | March 31, December 31, Interest 2023 2022 Term rate Martus $ 95,407 $ 94,342 Note was issued on October 23, 2018 and due on January 2, 2024 5.0% Darlene Covid19 100,255 108,150 Note was issued on April 1, 2020 and due on March 31, 2025 0.0% Total 195,662 202,492 Less: Unamortized debt discount — — Total loans payable 195,662 202,492 Less: Current portion of loans payable ( 95,407 ) ( 94,342 ) Long-term loans payable $ 100,255 $ 108,150 |
NOTE 6 - LOANS PAYABLE - Schedule of Loans Payable to Related Parties | March 31, December 31, Interest 2023 2022 Term rate 49% of Shareholder of SwissLink $ 19,870 $ 19,649 Note is due on demand 0% 49% of Shareholder of SwissLink 218,740 216,300 Note is due on demand 5% Total 238,610 235,949 Less: Current portion of loans payable 238,610 235,949 Long-term loans payable $ — $ — |
NOTE 7 _ WARRANTS (Tables)
NOTE 7 – WARRANTS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
NOTE 7 - WARRANTS - Schedule of Warrant Summary | Warrants Outstanding Weighted Average Weighted Average Remaining Warrants Exercise Price Contractual life (in years) Outstanding, December 31, 2022 23,112,575 $ 0.17 0.75 Granted — — — Increase in number of warrants by VWAP 5,262,465 0.14 — Exercised ( 2,941,177 ) 0.14 0.70 Forfeited/canceled — — — Outstanding, March 31, 2023 25,433,863 $ 0.14 0.50 |
NOTE 8 _ DERIVATIVE LIABILITI_2
NOTE 8 – DERIVATIVE LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Note 8 Derivative Liabilities | |
NOTE - 8 DERIVATIVE LIABILITY - Schedule of Fair Value Measurement of Liabilities | Three months ended March 31, 2023 Year ended December 31, 2022 Expected term 0.50 - 0.70 years 0.75 - 1.49 years Expected average volatility 77% - 81% 83% - 152% Expected dividend yield — — Risk-free interest rate 4.67% - 4.94% 0.06% - 4.73% |
NOTE 8 - DERIVATIVE LIABILITY - Fair Value Measurements Using Significant Observable Inputs | Fair Value Measurements Using Significant Observable Inputs (Level 3) Balance - December 31, 2022 $ 1,357,787 Settled on issuance of common stock ( 240,258 ) Change in fair value of the warrant ( 196,307 ) Balance - March 31, 2023 $ 921,222 |
NOTE 8- DERIVATIVE LIABILITY - Schedule of Change in Fair Value of Derivative Liability Included in Income Statement | Three months ended March 31, 2023 2022 Addition of new derivatives recognized as loss on derivatives $ — $ — Revaluation of derivative liabilities ( 196,307 ) — Change in fair value of derivative liabilities $ ( 196,307 ) $ — |
NOTE 12 - SEGMENTS (Tables)
NOTE 12 - SEGMENTS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
NOTE 12 - SEGMENT - Schedule of Operating Activities by Geographic Segment | Three months ended March 31, 2023 NOTE 12 - SEGMENT - Schedule of Operating Activities by Geographic Segment USA Switzerland Elimination Total Revenues $ 24,847,671 1,347,435 $ (1,528,577 ) $ 24,666,529 Cost of revenue 23,825,886 1,152,484 (1,528,577 ) 23,449,793 Gross profit 1,021,785 194,951 — 1,216,736 Operating expenses General and administration 1,350,956 183,310 — 1,534,266 Operating (loss) income (329,171 ) 11,641 — (317,530 ) Other income (expense) 174,955 (16,247 ) — 158,708 Net loss $ (154,216 ) $ (4,606 ) $ — $ (158,822 ) Three months ended March 31, 2022 USA Switzerland Elimination Total Revenues $ 18,475,113 1,026,080 $ (81,882 ) $ 19,419,311 Cost of revenue 18,193,952 823,181 (81,882 ) 18,935,251 Gross profit 281,161 202,899 — 484,060 Operating expenses General and administration 781,300 208,198 — 989,498 Operating (loss) (500,139 ) (5,299 ) — (505,438 ) Other (expense) income (29,841 ) 10,548 — (19,293 ) Net (loss) income $ (529,980 ) $ 5,249 $ — $ (524,731 ) Asset Information The following table shows asset information by geographic segment as of March 31, 2023 and December 31, 2022: March 31, 2023 USA Switzerland Elimination Total Assets Current assets $ 6,419,124 $ 1,235,556 $ (917,713 ) $ 6,736,967 Non-current assets $ 11,631,453 $ 703,066 $ (6,184,562 ) $ 6,149,957 Liabilities Current liabilities $ 5,378,018 $ 1,840,726 $ (917,713 ) $ 6,301,031 Non-current liabilities $ — $ 256,233 $ — $ 256,233 December 31, 2022 USA Switzerland Elimination Total Assets Current assets $ 6,496,354 $ 1,172,889 $ (1,232,653 ) $ 6,436,590 Non-current assets $ 11,646,662 $ 650,794 $ (6,184,562 ) $ 6,112,894 Liabilities Current liabilities $ 5,967,729 $ 1,716,603 $ (1,232,653 ) $ 6,451,679 Non-current liabilities $ — $ 262,388 $ — $ 262,388 |
NOTE 1 -ORGANIZATION AND DESC_3
NOTE 1 -ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Entity Incorporation, State or Country Code | NV |
Entity Incorporation, Date of Incorporation | Jun. 24, 2011 |
NOTE 2 -SUMMARY OF SIGNIFICAN_3
NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Twelve Customers [Member] | ||
Concentration Risk, Percentage | 86% | |
Four Customers [Member] | ||
Concentration Risk, Percentage | 86% | |
No Bad Debt Risk Customers [Member] | ||
Concentration Risk, Percentage | 62% | 64% |
NOTE 4 - PREPAID AND OTHER CURR
NOTE 4 - PREPAID AND OTHER CURRENT ASSETS - Schedule of Prepaid and Other Current Assets (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Business Combination and Asset Acquisition [Abstract] | ||
Other receivable | $ 129,967 | $ 120,139 |
Prepaid expenses | 20,450 | 26,600 |
Advance payment | 21,000 | 21,000 |
Tax receivable | 394 | 389 |
Deposit for acquisition of asset | 362,000 | 357,500 |
Security deposit | 20,000 | 20,000 |
Process costing | 9,410 | |
Total prepaid and other current assets | $ 563,221 | $ 545,628 |
NOTE 5 - PROPERTY AND EQUIPMENT
NOTE 5 - PROPERTY AND EQUIPMENT - Schedule of Propery Plant and Equipment (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 1,125,142 | $ 1,057,650 |
Accumulated depreciation and amortization | (692,023) | (656,629) |
Total property and equipment | 433,119 | 401,021 |
Technology Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 332,944 | 317,958 |
Software Development [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 693,006 | 640,566 |
Other Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 99,192 | $ 99,126 |
NOTE 5 _ PROPERTY AND EQUIPME_3
NOTE 5 – PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation, Depletion and Amortization, Nonproduction | $ 34,060 | $ 33,547 |
NOTE 6 - LOANS PAYABLE - Schedu
NOTE 6 - LOANS PAYABLE - Schedule of Loans Payable (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | ||
Long-Term Debt, Gross | $ 195,662 | $ 202,492 |
Long-Term Debt | 195,662 | 202,492 |
Long-Term Debt, Current Maturities | 95,407 | 94,342 |
Long-Term Debt, Excluding Current Maturities | 100,255 | 108,150 |
Martus | ||
Short-Term Debt [Line Items] | ||
Long-Term Debt, Gross | $ 95,407 | 94,342 |
Debt Instrument, Payment Terms | Note was issued on October 23, 2018 and due on January 2, 2024 | |
Debt Instrument, Interest Rate, Stated Percentage | 5% | |
Darlene Covi19 | ||
Short-Term Debt [Line Items] | ||
Long-Term Debt, Gross | $ 100,255 | 108,150 |
Debt Instrument, Payment Terms | Note was issued on April 1, 2020 and due on March 31, 2025 | |
Debt Instrument, Interest Rate, Stated Percentage | 0% | |
Loans Payable One [Member] | ||
Short-Term Debt [Line Items] | ||
Debt Instrument, Unamortized Discount |
NOTE 6 - LOANS PAYABLE - Sche_2
NOTE 6 - LOANS PAYABLE - Schedule of Loans Payable to Related Parties (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Short-Term Debt [Line Items] | ||
Loans Payable | $ 238,610 | $ 235,949 |
Other Loans Payable, Current | 238,610 | 235,949 |
Loans Payable, Noncurrent | ||
49% of Shareholder of SwissLink 1 | ||
Short-Term Debt [Line Items] | ||
Loans Payable | $ 19,870 | 19,649 |
Debt Instrument, Interest Rate, Stated Percentage | 0% | |
49% of Shareholder of SwissLink 2 | ||
Short-Term Debt [Line Items] | ||
Loans Payable | $ 218,740 | $ 216,300 |
Debt Instrument, Interest Rate, Stated Percentage | 5% |
NOTE 6 _LOANS PAYABLE (Details
NOTE 6 –LOANS PAYABLE (Details Narrative) - Loans Payable [Member] - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Short-Term Debt [Line Items] | ||
Interest Expense | $ 3,645 | $ 7,481 |
Amortization of Debt Discount (Premium) | $ 0 | $ 7,407 |
NOTE 7 - WARRANTS - Schedule of
NOTE 7 - WARRANTS - Schedule of Warrant Summary (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 25,433,863 | 23,112,575 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ 0.14 | $ 0.17 |
Warrants and Rights Outstanding, Term | 6 months | 9 months |
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | ||
[custom:WeightedAverageRemainingLifeOfWarrantsGrantedInPeriod] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Period Increase (Decrease) | 5,262,465 | |
[custom:IncreaseInNumberOfWarrantsWeightedAverageExercisePrice] | $ 0.14 | |
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsIncreasedByVWAPOutstandingWeightedAverageRemainingLife] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Exercised | 2,941,177 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | $ 0.14 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms | 8 months 12 days | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Forfeitures | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | ||
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsOutstandingWeightedAverageRemainingContractualTermsOfForfeited] |
NOTE 7 _ WARRANTS (Details Narr
NOTE 7 – WARRANTS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Apr. 05, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 14, 2022 | Nov. 14, 2022 | |
Short-Term Debt [Line Items] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted | |||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 400,000 | ||||
Apollo Management Group [Member] | |||||
Short-Term Debt [Line Items] | |||||
Debt Instrument, Call Feature | The Holder’s obligation to exercise each specified portion of this option on the specific dates above is subject to the volume-weighted average price (“VWAP”, market value), being not less than $0.20 per share on the relevant option exercise date. Adjusted option shares at VWAP of $0.20 shall be 48,000,000 shares. | ||||
Apollo Option [Member] | |||||
Short-Term Debt [Line Items] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted | 4,800,000 | ||||
Class of Warrant or Right, Date from which Warrants or Rights Exercisable | Sep. 30, 2022 | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Intrinsic Value | $ 500,000 | ||||
Option Indexed to Issuer's Equity, Settlement Alternatives | The Holder and the Company agreed that the Holder had the right and the obligation to exercise, on a cashless basis, $1,000,000 of the Options not later than October 15, 2022 | ||||
Option Contract Indexed to Equity, Settlement, Cash, Amount | $ 400,000 | ||||
Warrants and Rights Outstanding, Maturity Date | Nov. 14, 2022 | ||||
Apollo Option Additional [Member] | |||||
Short-Term Debt [Line Items] | |||||
Option Contract Indexed to Equity, Settlement, Cash, Amount | $ 400,000 | ||||
Apollo Option Each Additional [Member] | |||||
Short-Term Debt [Line Items] | |||||
Option Contract Indexed to Equity, Settlement, Cash, Amount | $ 200,000 |
NOTE - 8 DERIVATIVE LIABILITY -
NOTE - 8 DERIVATIVE LIABILITY - Schedule of Fair Value Measurement of Liabilities (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Dividends | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum | 4.67% | 0.06% |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum | 4.94% | 4.73% |
Minimum [Member] | ||
Average Term of Credit Risk Derivatives | 6 months | 9 months |
Available-for-Sale, Securities in Unrealized Loss Positions, Qualitative Disclosure, Other, Fair Value Volatility, Rate | 77% | 83% |
Maximum [Member] | ||
Average Term of Credit Risk Derivatives | 8 months 12 days | 1 year 5 months 26 days |
Available-for-Sale, Securities in Unrealized Loss Positions, Qualitative Disclosure, Other, Fair Value Volatility, Rate | 81% | 152% |
NOTE 8 - DERIVATIVE LIABILITY -
NOTE 8 - DERIVATIVE LIABILITY - Fair Value Measurements Using Significant Observable Inputs (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Note 8 Derivative Liabilities | |||
Derivative, Fair Value, Net | $ 921,222 | $ 1,357,787 | |
[custom:ResolutionOfDerivativeLiabilitiesValue] | 240,258 | ||
Debt Securities, Held-to-Maturity, Transfer, Derivative Hedge, Gain (Loss) | $ 196,307 |
NOTE 8- DERIVATIVE LIABILITY -
NOTE 8- DERIVATIVE LIABILITY - Schedule of Change in Fair Value of Derivative Liability Included in Income Statement (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Note 8 Derivative Liabilities | ||
Unrealized Gain (Loss) on Derivatives | ||
[custom:RevaluationOfDerivativeLiabilities] | 196,307 | |
Fair Value, Net Derivative Asset (Liability), Recurring Basis, Still Held, Unrealized Gain (Loss) | $ 196,307 |
NOTE 9 _ STOCKHOLDERS_ EQUITY (
NOTE 9 – STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 3 Months Ended | |||||
Jan. 07, 2021 | Nov. 11, 2020 | Nov. 03, 2020 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Class of Stock [Line Items] | ||||||
Common Stock, Shares Authorized | 300,000,000 | |||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | |||||
Preferred Stock, Shares Authorized | 1,200,000 | |||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | |||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 60,000 | |||||
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture | $ 11,230 | $ 41,139 | ||||
Stock Issued During Period, Value, Conversion of Units | $ 400,000 | |||||
Common Stock, Shares, Outstanding | 164,596,688 | 161,595,511 | ||||
Total Issued In Period [Member] | ||||||
Class of Stock [Line Items] | ||||||
Stock Issued During Period, Shares, New Issues | 3,001,177 | |||||
Common Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Stock Issued During Period, Shares, New Issues | 2,000,000 | |||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 60,000 | 60,000 | ||||
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture | $ 60 | $ 60 | ||||
Stock Issued During Period, Shares, Conversion of Units | 2,941,177 | |||||
Preferred Class A [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred Stock, Shares Authorized | 10,000 | 10,000 | ||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||||
Preferred Stock, Shares Outstanding | 10,000 | |||||
Series A Preferred Stock [Member] | Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred Stock, Voting Rights | 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 | ||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | ||||||
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture | ||||||
Preferred Class B [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred Stock, Shares Authorized | 200,000 | 200,000 | ||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||||
Preferred Stock, Shares Outstanding | 21,000 | 21,000 | ||||
Series B Preferred Stock [Member] | Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred Stock, Voting Rights | 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 restriction on sales into the market of no more than 5% previous month’s stock liquidity. | |||||
Stock Issued During Period, Shares, New Issues | ||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | ||||||
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture | ||||||
Preferred Class C [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred Stock, Shares Authorized | 200,000 | 200,000 | ||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||||
Preferred Stock, Shares Outstanding | 0 | 0 | ||||
Series C Preferred Stock [Member] | Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred Stock, Voting Rights | 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. |
NOTE 10 - RELATED PARTY TRANS_2
NOTE 10 - RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |||
Loans and Leases Receivable, Related Parties | $ 400,893 | $ 326,324 | |
Convertible Notes Payable, Current | 26,613 | 26,613 | |
Management Fee Expense | $ 144,000 | ||
Increase (Decrease) in Employee Related Liabilities | 11,230 | $ 41,139 | |
Financial Guarantee Insurance Contracts, Risk Management Activities, Mitigating Claim Liabilities, Accrued Liabilities | $ 104,628 | $ 79,628 |
NOTE 11 _ COMMITMENTS AND CON_2
NOTE 11 – COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Lessee, Operating Lease, Term of Contract | 12 months | |
Operating Lease, Expense | $ 900 | $ 20,150 |
NOTE 12 - SEGMENT - Schedule of
NOTE 12 - SEGMENT - Schedule of Operating Activities by Geographic Segment (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Segment Reporting Information [Line Items] | |||
Revenues | $ 24,666,529 | $ 19,419,311 | |
Cost of revenue | 23,449,793 | 18,935,251 | |
Gross profit | 1,216,736 | 484,060 | |
Operating expenses | |||
General and administration | 1,534,266 | 989,498 | |
Operating (loss) | (317,530) | (505,438) | |
Other (expense) income | 158,708 | (19,293) | |
Net (loss) income | (158,822) | (524,731) | |
Assets | |||
Current assets | 6,736,967 | $ 6,436,590 | |
Non-current assets | 6,149,957 | 6,112,894 | |
Liabilities | |||
Current liabilities | 6,301,031 | 6,451,679 | |
Non-current liabilities | 256,233 | 262,388 | |
U S A [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 24,847,671 | 18,475,113 | |
Cost of revenue | 23,825,886 | 18,193,952 | |
Gross profit | 1,021,785 | 281,161 | |
Operating expenses | |||
General and administration | 1,350,956 | 781,300 | |
Operating (loss) | (329,171) | (500,139) | |
Other (expense) income | 174,955 | (29,841) | |
Net (loss) income | (154,216) | (529,980) | |
Assets | |||
Current assets | 6,419,124 | 6,496,354 | |
Non-current assets | 11,631,453 | 11,646,662 | |
Liabilities | |||
Current liabilities | 5,378,018 | 5,967,729 | |
Non-current liabilities | |||
Switzerland [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 1,347,435 | 1,026,080 | |
Cost of revenue | 1,152,484 | 823,181 | |
Gross profit | 194,951 | 202,899 | |
Operating expenses | |||
General and administration | 183,310 | 208,198 | |
Operating (loss) | 11,641 | (5,299) | |
Other (expense) income | (16,247) | 10,548 | |
Net (loss) income | (4,606) | 5,249 | |
Assets | |||
Current assets | 1,235,556 | 1,172,889 | |
Non-current assets | 703,066 | 650,794 | |
Liabilities | |||
Current liabilities | 1,840,726 | 1,716,603 | |
Non-current liabilities | 256,233 | 262,388 | |
Elimination [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | (1,528,577) | (81,882) | |
Cost of revenue | (1,528,577) | (81,882) | |
Gross profit | |||
Operating expenses | |||
General and administration | |||
Operating (loss) | |||
Other (expense) income | |||
Net (loss) income | |||
Assets | |||
Current assets | (917,713) | (1,232,653) | |
Non-current assets | (6,184,562) | (6,184,562) | |
Liabilities | |||
Current liabilities | (917,713) | (1,232,653) | |
Non-current liabilities |