Cover
Cover | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Cover [Abstract] | ||
Document Type | S-1/A | |
Amendment Flag | true | |
Amendment Description | Make edits requested by Securities and Exchange Commission | |
Entity Registrant Name | iQSTEL Inc. | |
Entity Central Index Key | 0001527702 | |
Entity Tax Identification Number | 45-2808620 | |
Entity Incorporation, State or Country Code | NV | NV |
Entity Address, Address Line One | 300 Aragon Avenue | |
Entity Address, Address Line Two | Suite 375 | |
Entity Address, City or Town | Coral Gables, FL 33134 | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33134 | |
City Area Code | 954 | |
Local Phone Number | 951-8191 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false |
Consolidated Balance Sheets - Q
Consolidated Balance Sheets - Quarterly (Unaudited) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Current Assets | |||||
Cash | $ 1,777,226 | $ 1,329,389 | $ 3,334,813 | ||
Accounts receivable, net | 3,969,503 | 4,209,125 | 2,540,515 | ||
Inventory | 26,124 | 26,124 | |||
Due from related parties | 400,893 | 326,324 | |||
Prepaid and other current assets | 563,221 | 545,628 | 267,110 | ||
Total Current Assets | 6,736,967 | 6,436,590 | 6,566,524 | ||
Property and equipment, net | 433,119 | 401,021 | 409,382 | ||
Intangible asset | 99,592 | 99,592 | 99,592 | ||
Goodwill | 5,172,146 | 5,172,146 | 1,537,742 | ||
Deferred tax assets | 445,100 | 440,135 | 446,402 | ||
TOTAL ASSETS | 12,886,924 | 12,549,484 | 9,059,642 | ||
Current Liabilities | |||||
Accounts payable | 2,270,211 | 2,254,636 | 1,474,595 | ||
Accrued and other current liabilities | 2,748,968 | 2,482,352 | 307,049 | ||
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 | 2,363,015 | ||
Loans payable, non-current | 100,255 | 108,150 | 119,295 | ||
Employee benefits, non-current | 155,978 | 154,238 | 156,434 | ||
TOTAL LIABILITIES | 6,557,264 | 6,714,067 | 2,638,744 | ||
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 | 147,477 | ||
Additional paid in capital | 31,784,606 | 31,136,120 | 25,842,982 | ||
Accumulated deficit | (24,867,580) | (24,504,395) | (18,536,921) | ||
Accumulated other comprehensive loss | (32,753) | (33,557) | (36,658) | ||
Equity attributable to stockholders of iQSTEL Inc. | 7,048,901 | 6,759,794 | $ 7,902,884 | 7,416,911 | $ (1,388,575) |
Deficit attributable to noncontrolling interests | (719,241) | (924,377) | (996,013) | ||
TOTAL STOCKHOLDERS' EQUITY | 6,329,660 | 5,835,417 | 6,420,898 | ||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 12,886,924 | 12,549,484 | 9,059,642 | ||
Preferred Class A [Member] | |||||
Stockholders' Equity | |||||
Preferred stock: 1,200,000 authorized; $0.001 par value | 10 | 10 | 10 | ||
Preferred Class B [Member] | |||||
Stockholders' Equity | |||||
Preferred stock: 1,200,000 authorized; $0.001 par value | 21 | 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 - Quarterly (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 | 300,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares, Issued | 164,596,688 | 161,595,511 |
Common Stock, Shares, Outstanding | 164,596,688 | 161,595,511 |
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 - Quarterly (Unaudited) - 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) - Quarterly (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, 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 warrant exercises | $ 6,081 | 416,214 | 422,295 | 422,295 | |||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 6,080,632 | ||||||||
Common stock issued for compensation | $ 1,320 | 1,036,248 | 1,037,568 | 1,037,568 | |||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 1,320,000 | ||||||||
Resolution of derivative liabilities upon exercise of warrants | 708,611 | 708,611 | 708,611 | ||||||
Foreign currency translation adjustments | 38,173 | 38,173 | 36,676 | 74,849 | |||||
Net income (loss) | (3,837,773) | (3,837,773) | (26,228) | (3,864,001) | |||||
Common stock issued for cash | $ 41,563 | 6,394,687 | $ 6,436,250 | 6,436,250 | |||||
Stock Issued During Period, Shares, New Issues | 41,562,500 | 51,638,526 | |||||||
Balance - March 31, 2022 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, 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 | $ 240 | 107,360 | 107,600 | 107,600 | |||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 240,000 | ||||||||
Resolution of derivative liabilities upon exercise of warrants | 1,792,582 | 1,792,582 | 1,792,582 | ||||||
Foreign currency translation adjustments | 3,101 | 3,101 | 2,979 | 6,080 | |||||
Net income (loss) | (5,967,474) | (5,967,474) | 101,713 | (5,865,761) | |||||
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 | 14,118,153 | |||||||
Balance - March 31, 2022 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 - Quarterly (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||
Net loss | $ (158,822) | $ (524,731) | $ (5,865,761) | $ (3,864,001) | $ (3,864,001) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||||
Stock based compensation | 11,230 | 41,139 | 126,500 | 1,284,325 | |
Depreciation and amortization | 34,060 | 33,547 | 120,117 | 91,474 | |
Amortization of debt discount | 7,407 | 7,407 | 450,771 | ||
Change in fair value of derivative liabilities | (196,307) | 2,650,369 | (317,080) | ||
Changes in operating assets and liabilities: | |||||
Accounts receivable | 564,365 | (87,361) | (799,533) | (39,862) | |
Prepaid and other current assets | (16,204) | 24,677 | (23,728) | (91,066) | |
Due from related party | 5,131 | 23,316 | (96,863) | ||
Accounts payable | 537,667 | 73,445 | (265,511) | (1,231,946) | |
Other current liabilities | (583,957) | (39,091) | 2,179,965 | (95,758) | |
Net cash provided by (used in) operating activities | 197,163 | (447,652) | (1,765,060) | (3,152,181) | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||
Purchase of property and equipment | (63,247) | (24,918) | (112,074) | (153,183) | |
Payment of loan receivable - related party | (80,000) | (1,000) | (220,674) | ||
Collection of amounts due from related parties | 300 | 700 | 226 | ||
Net cash used in investing activities | (142,947) | (24,918) | (2,001,506) | (511,348) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||
Repayments of loans payable | (9,006) | (232,018) | (232,018) | (344,483) | |
Proceeds from common stock issued | 1,100,000 | 1,100,000 | 6,336,250 | ||
Proceeds from exercise of warrants | 400,000 | 400,000 | |||
Proceeds from issuance of common stock purchase options | 500,000 | 500,000 | |||
Net cash provided by financing activities | 390,994 | 1,367,982 | 1,767,982 | 6,250,980 | |
Effect of exchange rate changes on cash | 2,627 | (3,181) | (6,840) | (5,954) | |
Net change in cash | 447,837 | 892,231 | (2,005,424) | 2,581,497 | |
Cash, beginning of period | 1,329,389 | 3,334,813 | 3,334,813 | 3,334,813 | 753,316 |
Cash, end of period | 1,777,226 | 4,227,044 | 1,329,389 | 3,334,813 | 3,334,813 |
Supplemental cash flow information | |||||
Cash paid for interest | 3,333 | 3,333 | 126,818 | ||
Cash paid for taxes | |||||
Non-cash transactions: | |||||
Resolution of derivative liabilities upon exercise of warrants | $ 240,258 | $ 1,792,582 | $ 708,611 | $ 708,611 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash | $ 1,329,389 | $ 3,334,813 |
Accounts receivable, net | 4,209,125 | 2,540,515 |
Inventory | 26,124 | |
Due from related parties | 326,324 | 424,086 |
Prepaid and other current assets | 545,628 | 267,110 |
Total Current Assets | 6,436,590 | 6,566,524 |
Property and equipment, net | 401,021 | 409,382 |
Intangible assets | 99,592 | 99,592 |
Goodwill | 5,172,146 | 1,537,742 |
Deferred tax assets | 440,135 | 446,402 |
TOTAL ASSETS | 12,549,484 | 9,059,642 |
Current Liabilities | ||
Accounts payable | 2,254,636 | 1,474,595 |
Accrued and other current liabilities | 2,482,352 | 307,049 |
Due to related parties | 26,613 | 26,613 |
Loans payable - net of discount of $0 and $7,406 | 94,342 | 315,450 |
Loans payable - related parties | 235,949 | 239,308 |
Derivative liabilities | 1,357,787 | |
Total Current Liabilities | 6,451,679 | 2,363,015 |
Loans payable, non-current | 108,150 | 119,295 |
Employee benefits, non-current | 154,238 | 156,434 |
TOTAL LIABILITIES | 6,714,067 | 2,638,744 |
Stockholders' Equity | ||
Common stock: 300,000,000 authorized; $0.001 par value 161,595,511 and 147,477,358 shares issued and outstanding, respectively | 161,595 | 147,477 |
Additional paid in capital | 31,136,120 | 25,842,982 |
Accumulated deficit | (24,504,395) | (18,536,921) |
Accumulated other comprehensive loss | (33,557) | (36,658) |
Equity attributable to stockholders of iQSTEL Inc. | 6,759,794 | 7,416,911 |
Deficit attributable to noncontrolling interests | (924,377) | (996,013) |
TOTAL STOCKHOLDERS' EQUITY | 5,835,417 | 6,420,898 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 12,549,484 | 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; $0.001 par value |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 07, 2021 | Nov. 03, 2020 |
Debt Instrument, Unamortized Discount | $ 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 | 300,000,000 | ||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | ||
Common Stock, Shares, Outstanding | 164,596,688 | 161,595,511 | 147,477,358 | ||
Series A Preferred Stock [Member] | |||||
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 | 10,000 | |||
Series B Preferred Stock [Member] | |||||
Preferred Stock, Shares Authorized | 200,000 | ||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | ||||
Preferred Stock, Shares Outstanding | 21,000 | ||||
Series C Preferred Stock [Member] | |||||
Preferred Stock, Shares Authorized | 200,000 | 200,000 | |||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | ||||
Preferred Stock, Shares Outstanding | 0 |
Consolidated Statements of Op_2
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Revenues | $ 93,203,532 | $ 64,702,018 |
Cost of revenue | 91,412,016 | 63,168,303 |
Gross profit | 1,791,516 | 1,533,715 |
Operating expenses | ||
General and administration | 4,983,176 | 4,517,631 |
Total operating expenses | 4,983,176 | 4,517,631 |
Operating loss | (3,191,660) | (2,983,916) |
Other income (expense) | ||
Other income | 118,871 | 4,426 |
Other expenses | (112,962) | 2,684 |
Interest expense | (29,641) | (675,481) |
Change in fair value of derivative liabilities | (2,650,369) | 317,080 |
Loss on settlement of debt | (528,794) | |
Total other income (expense) | (2,674,101) | (880,085) |
Net loss before provision for income taxes | (5,865,761) | (3,864,001) |
Income taxes | ||
Net loss | (5,865,761) | (3,864,001) |
Less: Net income (loss) attributable to noncontrolling interests | 101,713 | (26,228) |
Net loss attributed to stockholders of iQSTEL Inc. | (5,967,474) | (3,837,773) |
Comprehensive income (loss) | ||
Foreign currency adjustment | 6,080 | 74,849 |
Total comprehensive (loss) | (5,859,681) | (3,789,152) |
Less: Comprehensive income attributable to noncontrolling interests | 104,692 | 10,448 |
Net comprehensive (loss) attributable to stockholders of iQSTEL Inc. | $ (5,964,373) | $ (3,799,600) |
Basic and diluted loss per common share | $ (0.04) | $ (0.03) |
Weighted average number of common shares outstanding - Basic and diluted | 151,850,443 | 135,383,893 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Stockholders' Equity (Deficit) - 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, 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 | |||||||
Preferred stock issued for conversion of common stock | $ 21 | $ (21,000) | 20,979 | ||||||
[custom:PreferredStockIssuedForConversionOfCommonStockShares] | 21,000 | (21,000,000) | |||||||
Common stock issued for cash | $ 41,563 | 6,394,687 | $ 6,436,250 | 6,436,250 | |||||
Stock Issued During Period, Shares, New Issues | 41,562,500 | 51,638,526 | |||||||
[custom:CommonStockIssuedForSettlementOfDebtShares] | 2,230,394 | ||||||||
Common stock issued for service | $ 195 | 284,505 | $ 284,700 | 284,700 | |||||
Stock Issued During Period, Shares, Issued for Services | 195,000 | 195,000 | |||||||
Common stock issued for compensation | $ 1,320 | 1,036,248 | $ 1,037,568 | 1,037,568 | |||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 1,320,000 | ||||||||
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 | |||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 6,080,632 | ||||||||
Common stock payable | 52,161 | 52,161 | 52,161 | ||||||
[custom:CommonStockPayableShares] | |||||||||
[custom:RelatedPartyDebtToEquitySwapShares] | |||||||||
[custom:CancellationOfCommonStockShares] | (1,294,600) | ||||||||
Resolution of derivative liabilities upon exercise of warrants | 708,611 | 708,611 | 708,611 | ||||||
Foreign currency translation adjustments | 38,173 | 38,173 | 36,676 | 74,849 | |||||
Net loss attributable to stockholders of iQSTEL Inc. | (3,837,773) | (3,837,773) | (26,228) | (3,864,001) | |||||
Balance - March 31, 2022 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 | ||||||||
Resolution of derivative liabilities upon exercise of warrants | |||||||||
Foreign currency translation adjustments | (196) | (196) | (188) | (384) | |||||
Net loss attributable to stockholders of iQSTEL Inc. | (554,970) | (554,970) | 30,239 | (524,731) | |||||
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, 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 | ||||||
[custom:PreferredStockIssuedForConversionOfCommonStockShares] | 21,000 | ||||||||
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 | 14,118,153 | |||||||
[custom:CommonStockIssuedForSettlementOfDebtShares] | 161,367 | ||||||||
Common stock issued for compensation | $ 240 | 107,360 | $ 107,600 | 107,600 | |||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 240,000 | ||||||||
Common stock issued for forbearance of debt | |||||||||
Common stock payable | 18,900 | 18,900 | 18,900 | ||||||
[custom:CancellationOfCommonStockShares] | (1,294,600) | ||||||||
Resolution of derivative liabilities upon exercise of warrants | 1,792,582 | 1,792,582 | 1,792,582 | ||||||
Foreign currency translation adjustments | 3,101 | 3,101 | 2,979 | 6,080 | |||||
Net loss attributable to stockholders of iQSTEL Inc. | (5,967,474) | (5,967,474) | 101,713 | (5,865,761) | |||||
Common stock issued for acquisitions of subsidiaries | $ 5,067 | 1,544,933 | 1,550,000 | (33,056) | 1,516,944 | ||||
Stock Issued During Period, Shares, Acquisitions | 5,066,667 | ||||||||
Common stock issued for asset acquisition | $ 550 | 356,950 | 357,500 | 357,500 | |||||
[custom:StockIssuedDuringPeriodSharesAssetAcquisition] | 550,000 | ||||||||
Common stock issued for warrant exercises | $ 6,100 | 393,900 | 400,000 | 400,000 | |||||
Stock Issued During Period, Shares, Conversion of Units | 6,100,119 | ||||||||
Balance - March 31, 2022 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 compensation | $ 60 | 11,170 | $ 11,230 | 11,230 | |||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 60,000 | 60,000 | |||||||
Common stock issued for conversion of debt | $ 2,942 | 397,058 | $ 400,000 | 400,000 | |||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 2,941,177 | ||||||||
Resolution of derivative liabilities upon exercise of warrants | 240,258 | 240,258 | 240,258 | ||||||
Foreign currency translation adjustments | 804 | 804 | 773 | 1,577 | |||||
Net loss attributable to stockholders of iQSTEL Inc. | (363,185) | (363,185) | 204,363 | (158,822) | |||||
Common stock issued for warrant exercises | 400,000 | ||||||||
Stock Issued During Period, Shares, Conversion of Units | 2,941,177 | ||||||||
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 C_2
Consoolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (5,865,761) | $ (3,864,001) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 126,500 | 1,284,325 |
Bad debt expense | 34,376 | 0 |
Write-off of due from related party | 10,148 | |
Depreciation and amortization | 120,117 | 91,474 |
Amortization of debt discount | 7,407 | 450,771 |
Change in fair value of derivative liabilities | 2,650,369 | (317,080) |
Loss on settlement of debt | 528,794 | |
Prepayment and default penalty | 122,020 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (799,533) | (39,862) |
Inventory | (26,124) | |
Prepaid and other current assets | (23,728) | (91,066) |
Due from related party | 96,863 | |
Accounts payable | (265,511) | (1,231,946) |
Accrued and other current liabilities | 2,179,965 | (95,758) |
Net cash provided by (used in) operating activities | (1,765,060) | (3,152,181) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Acquisitions of subsidiaries, net of cash acquired | (1,889,132) | (60,000) |
Purchase of property and equipment | (112,074) | (153,183) |
Purchase of intangible assets | (77,717) | |
Payment of loan receivable - related party | (1,000) | (220,674) |
Collection of amounts due from related parties | 700 | 226 |
Net cash used in investing activities | (2,001,506) | (511,348) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from loans payable | 600,000 | |
Repayments of loans payable | (232,018) | (344,483) |
Repayment of loans payable - related parties | (90,787) | |
Proceeds from common stock issued | 1,100,000 | 6,336,250 |
Proceeds from exercise of warrants | 400,000 | |
Proceeds from issuance of common stock purchase options | 500,000 | |
Repayment of convertible notes | 0 | (250,000) |
Net cash provided by financing activities | 1,767,982 | 6,250,980 |
Effect of exchange rate changes on cash | (6,840) | (5,954) |
Net change in cash | (2,005,424) | 2,581,497 |
Cash, beginning of period | 3,334,813 | 753,316 |
Cash, end of period | 1,329,389 | 3,334,813 |
Supplemental cash flow information | ||
Cash paid for interest | 3,333 | 126,818 |
Cash paid for taxes | ||
Non-cash transactions: | ||
Common stock payable | 18,900 | 52,161 |
Common stock issued for asset acquisition | 357,500 | |
Common stock issued for acquisitions of subsidiaries | 1,550,000 | |
Common stock issued for conversion of debt | 422,295 | |
Common stock issued for exercise of cashless warrants | 3,790 | |
Resolution of derivative liabilities upon exercise of warrants | 1,792,582 | 708,611 |
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 | |
Subscription receivable | $ 100,000 |
NOTE 1 -ORGANIZATION AND DESCRI
NOTE 1 -ORGANIZATION AND DESCRIPTION OF BUSINESS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 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 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. | Organization and Operations iQSTEL Inc. (“iQSTEL”, “we”, “us”, or the “Company”) was incorporated under the laws of the State of Nevada on June 24, 2011 under the name of B-Maven Inc. The Company changed its name to PureSnax International, Inc. on September 18, 2015; and more recently it changed its name to iQSTEL Inc. on August 7, 2018. The Company has been engaged in the business of telecommunication services as a wholesale carrier of voice, SMS and data for other telecom companies around the World with 404 active interconnection agreements with mobile companies, fixed line companies and other wholesale carriers. |
NOTE 1 -ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 -ORGANIZATION AND DESCRIPTION OF BUSINESS Organization and Operations iQSTEL Inc. (“iQSTEL”, “we”, “us”, or the “Company”) was incorporated under the laws of the State of Nevada on June 24, 2011 under the name of B-Maven Inc. The Company changed its name to PureSnax International, Inc. on September 18, 2015; and more recently it changed its name to iQSTEL Inc. on August 7, 2018. The Company has been engaged in the business of telecommunication services as a wholesale carrier of voice, SMS and data for other telecom companies around the World with 404 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. COVID-19 A novel strain of coronavirus (COVID-19) was first identified in December 2019, and subsequently declared a global pandemic by the World Health Organization on March 11, 2020. As a result of the outbreak, many companies experienced disruptions in their operations and in markets served. The Company has instituted some and may take additional temporary precautionary measures intended to help ensure the well-being of its employees and minimize business disruption. The Company considered the impact of COVID-19 on the assumptions and estimates used and determined that there were no material adverse impacts on the Company’s results of operations and financial position at December 31, 2022. The full extent of the future impacts of COVID-19 on the Company’s operations is uncertain. A new prolonged outbreak could have a material adverse impact on financial results and business operations of the Company, including the timing and ability of the Company to collect accounts receivable and the ability of the Company to continue to provide high quality services to its clients. The Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or lia ate of issuance of this Annual Report on Form 10-K. These estimates may change, as new events occur, and additional information is obtained. |
NOTE 2 -SUMMARY OF SIGNIFICANT
NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 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 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 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The consolidated financial statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The financial statements have been prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States of America. The Company’s fiscal year end is December 31. 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 in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments. Business Combinations In accordance with ASC 805-10, “ Business Combinations 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 December 31, 2022 and 2021. 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 years ended December 31, 2022 and 2021, the Company recorded bad debt expense of $34,376 and $0 , respectively. Inventory Inventories, consisting of smart gas parts, are primarily accounted for using the first-in-first-out (“FIFO”) method of accounting. Inventories are measured at the lower of cost and net realizable value. The Company estimates the net realizable value of inventories based on an assessment of expected sales prices. Long-Lived Assets Long-lived assets are evaluated for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on a comparison of the undiscounted future cash flows to the recorded value of the asset. If impairment is indicated, the asset is written down to its estimated fair value. Fixed Assets Fixed assets, consisting of telecommunications equipment and software, are recorded at cost reduced by accumulated depreciation and amortization. Depreciation and amortization expense is recognized over the assets’ estimated useful lives of 3 years for computers and laptops; 5 years for telecommunications equipment and switches; and 5 years for software using the straight-line method. Major additions and improvements are capitalized as additions to the property and equipment accounts, while replacements, maintenance and repairs that do not improve or extend the life of the respective assets are expensed as incurred. Estimated useful lives are periodically reviewed and, when appropriate, changes are made prospectively. When certain events or changes in operating conditions occur, asset lives may be adjusted and an impairment assessment may be performed on the recoverability of the carrying amounts. Impairment of tangible and intangible assets Tangible and intangible assets (excluding goodwill) are assessed at each reporting date for indications that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Company makes an estimate of the asset's recoverable amount. The asset's recoverable amount is the higher of an asset's or cash-generating unit's fair value less costs of disposal and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset or a group of assets exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or the group of assets. Goodwill We allocate goodwill to reporting units based on the reporting unit expected to benefit from the business combination. We evaluate our reporting units on an annual basis and, if necessary, reassign goodwill using a relative fair value allocation approach. Goodwill is tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. These events or circumstances could include a significant change in the business climate, legal factors, operating performance indicators, competition, or sale or disposition of a significant portion of a reporting unit. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units, and determination of the fair value of each reporting unit. The fair value of each reporting unit is estimated primarily through the use of a discounted cash flow methodology. This analysis requires significant judgments, including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term rate of growth for our business, estimation of the useful life over which cash flows will occur, and determination of our weighted average cost of capital. The estimates used to calculate the fair value of a reporting unit change from year to year based on operating results, market conditions, and other factors. Changes in these estimates and assumptions could materially affect the determination of fair value and goodwill impairment for each reporting unit. Retirement Benefit Costs Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due. Payments made to state-managed retirement benefit schemes are dealt with as payments to defined contribution schemes where the Company’s obligations under the schemes are equivalent to those arising in a defined contribution retirement benefit scheme. For defined benefit schemes, the cost of providing benefits is determined using the Projected Unit Credit Method, with actuarial valuations being carried out at each balance sheet date. Actuarial gains and losses are recognized in full in the period in which they occur. They are recognized outside the income statement and are presented in other comprehensive income. Past service cost is recognized immediately in the income statement in the period in which it occurs. The retirement benefit obligation recognized in the balance sheet represents the present value of the defined obligation as adjusted for unrecognized past service cost, and as reduced by the fair value of the scheme assets. Any asset resulting from this calculation is limited to past service cost, plus the present value of available refunds and reductions in future contributions to the scheme. 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 year ended December 31, 2022 12 customers represented 88% of our revenue compared to 7 customers representing 88% of our revenue for the year ended December 31, 2021. For the years ended December 31, 2022 and 2021, 57% and 68% of the revenue comes from customers under prepayment conditions which means there is no credit or bad debt risk on that portion of the customers portfolio. 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. Income Taxes The Company uses the liability method of accounting for income taxes. Under the liability method, deferred tax assets and liabilities are determined based on differences between financial reporting and the tax basis of assets, liabilities, the carry forward of operating losses and tax credits, and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. An allowance against deferred tax assets is recorded when it is more likely than not that such tax benefits will not be realized. Related Parties The Company follows ASC 850, “Related Party Disclosures,” 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. Cost of revenue Costs of revenue represent direct charges from vendors that the Company incurs to deliver services to its customers. These costs primarily consist of usage charges for calls terminated in vendors networks. Lease The Company leases office space for corporate and network monitoring activities and to house telecommunications equipment. In accordance with ASC 842, “ Leases, The office lease meets the definition of a short-term lease because the lease term is 12 months or less. Consequently, consistent with Company’s accounting policy election, the Company does not recognize the right-of-use asset and the lease liability arising from this lease. Recent Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, “ Financial Instruments Credit Losses —Measurement of Credit Losses on Financial Instruments. 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. 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 | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 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 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 | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
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 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 $ 1,250,000 1,461,653 shares of common stock 550,000 Total Purchase Price $ 1,800,000 Smartbiz June 1, Fair Value of Consideration: 2022 Cash $ 800,000 2,850,330 shares of common stock 1,000,000 Total Purchase Price $ 1,800,000 An additional 754,684 shares of common stock were issued to the seller in December 2022 in accordance with the terms of the purchase agreement. 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 ) Accumulated deficit ( 74,834 ) Non-controlling interest ( 36,669 ) Total accumulated deficit ( 38,165 ) Goodwill $ 1,838,165 Unaudited combined proforma results of operations for the year ended December 31, 2022 and 2021 as though the Company acquired Smartbiz and Whisl on January 1, 2021, are set forth below: Years Ended December 31, 2022 2021 Revenues $ 103,353,405 $ 77,483,732 Cost of revenues 101,717,011 74,237,359 Gross profit 1,636,394 3,246,373 Operating expenses 5,762,097 6,102,433 Operating loss (4,125,703 ) (2,856,060 ) Other expense (2,674,101 ) (880,112 ) Net Loss $ (6,799,804 ) $ (3,736,172 ) |
NOTE 5 _ PROPERTY AND EQUIPMENT
NOTE 5 – PROPERTY AND EQUIPMENT | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
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 – PROPERTY AND EQUIPMENT Property and equipment at December 31, 2022 and 2021 consisted of the following: December 31, December 31, 2022 2021 Telecommunication equipment $ 317,958 $ 258,871 Telecommunication software 640,566 618,125 Other equipment 99,126 108,805 Total property and equipment 1,057,650 985,801 Accumulated depreciation and amortization ( 656,629 ) ( 576,419 ) Total property and equipment $ 401,021 $ 409,382 Depreciation expense for the years ended December 31, 2022 and 2021 amounted to $120,117 and $91,474 , respectively. |
NOTE 6 _LOANS PAYABLE
NOTE 6 –LOANS PAYABLE | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
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 –LOANS PAYABLE Loans payable at December 31, 2022 and 2021 consisted of the following: December 31, 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 94,342 100,634 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 due on October 4, 2022 7.0 % Darlene Covid19 108,150 109,690 Note was issued on April 1, 2020 and due on March 31, 2025 0.0 % Total 202,492 442,151 Less: Unamortized debt discount — ( 7,406 ) Total loans payable 202,492 434,745 Less: Current portion of loans payable ( 94,342 ) ( 315,450 ) Long-term loans payable $ 108,150 $ 119,295 Loans payable - related parties at December 31, 2022 and 2021 consisted of the following: December 31, December 31, Interest 2022 2021 Term rate 49% Shareholder of SwissLink $ 19,649 $ 19,929 Note is due on demand 0 % 49% Shareholder of SwissLink 216,300 219,379 Note is due on demand 5 % Total 235,949 239,308 Less: Current portion of loans payable ( 235,949 ) ( 239,308 ) Long-term loans payable $ — $ — During the years ended December 31, 2022 and 2021, the Company borrowed from third parties totaling $0 and $600,000 , which includes original issue discount and financing costs of $0 and $66,666 and repaid the principal amount of $232,018 and $344,483 , respectively. During the years ended December 31, 2022 and 2021, the Company recorded interest expense of $22,234 and $191,281 and recognized amortization of discount, included in interest expense, of $7,407 and $78,481 , respectively. During the year ended December 31, 2021, a $1,647,150 (CHF 1,518,909) related party loan was forgiven and the Company recorded it as additional paid in capital. During the year ended December 31, 2021, the Company settled loans payable of $1,516,667 by issuing 2,230,394 shares of common stock valued at $2,056,530 . As a result, the Company recorded loss on settlement of debt of $539,863. |
NOTE 7 _ WARRANTS
NOTE 7 – WARRANTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
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 9 – 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 $2.00 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. Thereafter, the Holder shall undertake to exercise not less than (i) $400,000 $400,000 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, 2021 — $ — — Granted 4,800,000 2.00 1.49 Increase in number of warrants by VWAP 32,467,713 0.17 — Exercised ( 14,155,138 ) 0.18 0.97 Forfeited/canceled — — — Outstanding, December 31, 2022 23,112,575 $ 0.17 0.75 |
NOTE 8 _ DERIVATIVE LIABILITIES
NOTE 8 – DERIVATIVE LIABILITIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
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 10 – DERIVATIVE LIABILITIES Fair Value Assumptions Used in Accounting for Derivative Liabilities ASC 815 requires we assess the fair market value of derivative liabilities at the end of each reporting period and recognize any change in the fair market value as other income or expense. 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 December 31, 2022. The Black-Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of warrants is estimated using the Black-Scholes valuation model. For the years ended December 31, 2022 and 2021, the estimated fair values of the liabilities measured on a recurring basis are as follows: Years ended December 31, 2022 2021 Expected term 0.75 – 1.49 years 0.16 - 1.18 years Expected average volatility 83% - 152% 145% - 241% Expected dividend yield — — Risk-free interest rate 0.06% - 4.73% 0.07% - 0.09% The following table summarizes the changes in the derivative liabilities during the years ended December 31, 2022 and 2021: Fair Value Measurements Using Significant Observable Inputs (Level 3) Balance - December 31, 2020 $ 1,025,691 Settled on issuance of common stock ( 708,611 ) Change in fair value of the derivative ( 317,080 ) Balance - December 31, 2021 $ — Addition of new derivatives recognized as cash received 500,000 Addition of new derivatives recognized as loss on derivatives 943,833 Settled on issuance of common stock ( 1,792,582 ) Change in fair value of the warrants 1,706,536 Balance - December 31, 2022 $ 1,357,787 The following table summarizes the change in fair value of derivative liabilities included in the income statement for the years ended December 31, 2022 and 2021, respectively. Years ended December 31, 2022 2021 Addition of new derivatives recognized as loss on derivatives $ 943,833 $ — Revaluation of derivative liabilities 1,706,536 ( 317,080 ) Change in fair value of derivative liabilities $ 2,650,369 $ ( 317,080 ) |
NOTE 9 _ STOCKHOLDERS_ EQUITY
NOTE 9 – STOCKHOLDERS’ EQUITY | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
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 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 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 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 11 – STOCKHOLDERS’ EQUITY The Company’s authorized capital consists of 300,000,000 shares of common stock with a par value of $0.001 per share. 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 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 December 31, 2022 and 2021, 10,000 shares of Series A Preferred Stock were issued and outstanding. 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 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. During the year ended December 31, 2021, 21,000,000 shares of common stock were converted into 21,000 shares of Series B Preferred Stock by our management. As of December 31, 2022 and 2021, 21,000 shares of Series B Preferred Stock were issued and outstanding. 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 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 December 31, 2022 and 2021, no Series C Preferred Stock was issued or outstanding. Common Stock During the year ended December 31, 2022, the Company issued 14,118,153 shares of common stock, valued at fair market value on issuance as follows: · 2,000,000 shares issued for cash of $1,000,000 · 5,066,667 shares for acquisitions of Whisl and Smartbiz valued at $1,550,000 · 550,000 shares for asset acquisition valued at $357,500 · 240,000 shares for compensation to our directors valued at $107,600 · 161,367 shares for settlement of debt valued at $80,674 · 6,100,119 shares for exercise of warrants for $400,000 During the year ended December 31, 2021, the Company issued 51,638,526 shares of common stock, valued at fair market value on issuance as follows; · 41,562,500 shares issued for cash of $6,536,250 , of which $100,000 was recorded as subscription receivable as of December 31, 2021. The Company received the $100,000 on January 3, 2022. · 2,230,394 shares, valued at $2,056,530 , issued for settlement of debt of $1,516,667 · 195,000 shares for services valued at $284,700 · 1,320,000 shares issued to our management for compensation valued at $1,037,568 · 250,000 shares for forbearance of debt valued at $49,925 · 6,080,632 shares issued for conversion of debt of $422,295 During the year ended December 31, 2021, the Company terminated a placement agent and advisory services agreement with a FINRA member dated September 22, 2020, and cancelled 1,294,600 shares of common stock, which was issued for those services. The termination agreement allowed the FINRA member to retain 400,000 shares of the Company’s common stock in connection with the services. As of December 31, 2022 and 2021, 161,595,511 and 147,477,358 shares of common stock were issued and outstanding, respectively. |
NOTE 10 - RELATED PARTY TRANSAC
NOTE 10 - RELATED PARTY TRANSACTIONS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
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 | NOTE 13 - RELATED PARTY TRANSACTIONS Due from related party During the year ended December 31, 2021, the Company loaned $220,674 to our CEO and applied to due to CEO of $8,004 . During the year ended December 31, 2021, the Company wrote off due from related party of $10,148 . During the years ended December 31, 2022 and 2021, the Company loaned $1,000 and $220,674 to a related party and collected $700 and $226 , respectively. As of December 31, 2022 and 2021, the Company had due from related parties of $326,324 and $424,086 , respectively. The loans are unsecured, non-interest bearing and due on demand. Due to related parties During the years ended December 31, 2022 and 2021, the Company repaid $0 and $90,787 , respectively, to the CEO and CFO of the Company. As of December 31, 2022 and 2021, the Company had amounts due to related parties of $26,613 . The amounts are unsecured, non-interest bearing and due on demand. Debt to Equity Swap During the year ended December 31, 2021 the Company recorded a debt to equity swap of $1,647,150 as additional paid in capital. Employment agreements During the years ended December 31, 2022 and 2021, the Company recorded management salaries of $576,000 and $558,000 , respectively, and stock-based compensation bonuses of $107,600 and $1,037,568 , respectively. As of December 31, 2022 and 2021, the Company recorded and accrued management salaries of $79,628 and $92,229 , respectively. |
NOTE 11 _ COMMITMENTS AND CONTI
NOTE 11 – COMMITMENTS AND CONTINGENCIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
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 14 – 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 . For the years ended December 31, 2022 and 2021, the Company incurred rent expense of $73,865 and $37,823 , respectively. Advisory service On March 3, 2020, we appointed Oscar Brito as an advisor to our Board of Directors and agreed to pay him $5,000 per month for such services. Mr. Brito acted as an advisor to our Board of Directors. On February 11, 2021, the Company paid $12,600 and the service was terminated. On January 4, 2021, the Company terminated a placement agent and advisory services agreement with a FINRA member dated September 22, 2020, and cancelled 1,294,600 shares of common stock, which was issued for those services. The termination agreement allowed the FINRA member to retain 400,000 shares of the Company’s common stock in connection with the services. |
NOTE 12 - SEGMENTS
NOTE 12 - SEGMENTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
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 15 - SEGMENT 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 years ended December 31, 2022 and 2021: Year ended December 31, 2022 NOTE 15 - SEGMENT - Schedule of Operating Activities by Geographic Segment USA Switzerland Elimination Total Revenues $ 94,188,685 4,913,216 $ (5,898,369 ) $ 93,203,532 Cost of revenue 93,162,695 4,147,690 (5,898,369 ) 91,412,016 Gross profit 1,025,990 765,526 — 1,791,516 Operating expenses General and administration 4,216,107 767,069 — 4,983,176 Operating loss (3,190,117 ) (1,543 ) — (3,191,660 ) Other income (expense) (2,679,759 ) 5,658 — (2,674,101 ) Net income (loss) $ (5,869,876 ) $ 4,115 $ — $ (5,865,761 ) Year ended December 31, 2021 USA Switzerland Elimination Total Revenues $ 60,112,852 4,681,978 $ (92,812 ) $ 64,702,018 Cost of revenue 59,274,781 3,986,334 (92,812 ) 63,168,303 Gross profit 838,071 695,644 — 1,533,715 Operating expenses General and administration 3,733,579 784,052 — 4,517,631 Operating income (loss) (2,895,508 ) (88,408 ) — (2,983,916 ) Other income (expense) (897,507 ) 17,422 — (880,085 ) Net income (loss) $ (3,793,015 ) $ (70,986 ) $ — $ (3,864,001 ) Asset Information The following table shows asset information by geographic segment as of December 31, 2022 and 2021: 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 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 13 _ SUBSEQUENT EVENTS.
NOTE 13 – SUBSEQUENT EVENTS. | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
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 16 – SUBSEQUENT EVENTS Subsequent to December 31, 2022 and through the date that these financials were made available, the Company had the following subsequent events: Subsequent to December 31, 2022, the Company issued 2,941,177 shares for exercise of warrants and received $400,000 . |
NOTE 4 - ACQUISITIONS
NOTE 4 - ACQUISITIONS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | ||
NOTE 4 - ACQUISITIONS | 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 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 $ 1,250,000 1,461,653 shares of common stock 550,000 Total Purchase Price $ 1,800,000 Smartbiz June 1, Fair Value of Consideration: 2022 Cash $ 800,000 2,850,330 shares of common stock 1,000,000 Total Purchase Price $ 1,800,000 An additional 754,684 shares of common stock were issued to the seller in December 2022 in accordance with the terms of the purchase agreement. 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 ) Accumulated deficit ( 74,834 ) Non-controlling interest ( 36,669 ) Total accumulated deficit ( 38,165 ) Goodwill $ 1,838,165 Unaudited combined proforma results of operations for the year ended December 31, 2022 and 2021 as though the Company acquired Smartbiz and Whisl on January 1, 2021, are set forth below: Years Ended December 31, 2022 2021 Revenues $ 103,353,405 $ 77,483,732 Cost of revenues 101,717,011 74,237,359 Gross profit 1,636,394 3,246,373 Operating expenses 5,762,097 6,102,433 Operating loss (4,125,703 ) (2,856,060 ) Other expense (2,674,101 ) (880,112 ) Net Loss $ (6,799,804 ) $ (3,736,172 ) |
NOTE 5 _ PREPAID AND OTHER CURR
NOTE 5 – PREPAID AND OTHER CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
NOTE 5 – PREPAID AND OTHER CURRENT ASSETS | NOTE 5 – PREPAID AND OTHER CURRENT ASSETS Prepaid and other current assets at December 31, 2022 and 2021 consisted of the following: December 31, December 31, 2022 2021 Subscription receivable $ — $ 100,000 Other receivable 120,139 143,187 Prepaid expenses 26,600 23,320 Advance payment 21,000 — Tax receivable 389 603 Deposit for acquisition of asset 357,500 — Security deposit 20,000 — Total prepaid and other current assets $ 545,628 $ 267,110 |
NOTE 6 _ PROPERTY AND EQUIPMENT
NOTE 6 – PROPERTY AND EQUIPMENT | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
NOTE 6 – 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 – PROPERTY AND EQUIPMENT Property and equipment at December 31, 2022 and 2021 consisted of the following: December 31, December 31, 2022 2021 Telecommunication equipment $ 317,958 $ 258,871 Telecommunication software 640,566 618,125 Other equipment 99,126 108,805 Total property and equipment 1,057,650 985,801 Accumulated depreciation and amortization ( 656,629 ) ( 576,419 ) Total property and equipment $ 401,021 $ 409,382 Depreciation expense for the years ended December 31, 2022 and 2021 amounted to $120,117 and $91,474 , respectively. |
NOTE 7 _LOANS PAYABLE
NOTE 7 –LOANS PAYABLE | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | ||
NOTE 7 –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 –LOANS PAYABLE Loans payable at December 31, 2022 and 2021 consisted of the following: December 31, 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 94,342 100,634 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 due on October 4, 2022 7.0 % Darlene Covid19 108,150 109,690 Note was issued on April 1, 2020 and due on March 31, 2025 0.0 % Total 202,492 442,151 Less: Unamortized debt discount — ( 7,406 ) Total loans payable 202,492 434,745 Less: Current portion of loans payable ( 94,342 ) ( 315,450 ) Long-term loans payable $ 108,150 $ 119,295 Loans payable - related parties at December 31, 2022 and 2021 consisted of the following: December 31, December 31, Interest 2022 2021 Term rate 49% Shareholder of SwissLink $ 19,649 $ 19,929 Note is due on demand 0 % 49% Shareholder of SwissLink 216,300 219,379 Note is due on demand 5 % Total 235,949 239,308 Less: Current portion of loans payable ( 235,949 ) ( 239,308 ) Long-term loans payable $ — $ — During the years ended December 31, 2022 and 2021, the Company borrowed from third parties totaling $0 and $600,000 , which includes original issue discount and financing costs of $0 and $66,666 and repaid the principal amount of $232,018 and $344,483 , respectively. During the years ended December 31, 2022 and 2021, the Company recorded interest expense of $22,234 and $191,281 and recognized amortization of discount, included in interest expense, of $7,407 and $78,481 , respectively. During the year ended December 31, 2021, a $1,647,150 (CHF 1,518,909) related party loan was forgiven and the Company recorded it as additional paid in capital. During the year ended December 31, 2021, the Company settled loans payable of $1,516,667 by issuing 2,230,394 shares of common stock valued at $2,056,530 . As a result, the Company recorded loss on settlement of debt of $539,863. |
NOTE 8 - CONVERTIBLE LOANS
NOTE 8 - CONVERTIBLE LOANS | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
NOTE 8 - CONVERTIBLE LOANS | NOTE 8 - CONVERTIBLE LOANS At December 31, 2022 and 2021, there were no convertible loans. During the years ended December 31, 2022 and 2021, the Company recorded interest expense of $0 and $33,429 and recognized amortization of discount, included in interest expense, of $0 and $372,290 , respectively. During the years ended December 31, 2022 and 2021, the Company repaid notes of $0 and $250,000 and accrued interest of $0 and $6,027 , respectively. Conversion During the year ended December 31, 2021, the Company converted notes with principal amounts and accrued interest of $422,295 into 6,080,632 shares of common stock. The corresponding derivative liability at the date of conversion of $708,611 was settled through additional paid in capital. Settlement During the year ended December 31, 2021, the Company recorded gain on settlement of debt of $11,069. |
NOTE 9 _ WARRANTS
NOTE 9 – WARRANTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
NOTE 9 – 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 9 – 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 $2.00 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. Thereafter, the Holder shall undertake to exercise not less than (i) $400,000 $400,000 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, 2021 — $ — — Granted 4,800,000 2.00 1.49 Increase in number of warrants by VWAP 32,467,713 0.17 — Exercised ( 14,155,138 ) 0.18 0.97 Forfeited/canceled — — — Outstanding, December 31, 2022 23,112,575 $ 0.17 0.75 |
NOTE 10 _ DERIVATIVE LIABILITIE
NOTE 10 – DERIVATIVE LIABILITIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Note 10 Derivative Liabilities | ||
NOTE 10 – 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 10 – DERIVATIVE LIABILITIES Fair Value Assumptions Used in Accounting for Derivative Liabilities ASC 815 requires we assess the fair market value of derivative liabilities at the end of each reporting period and recognize any change in the fair market value as other income or expense. 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 December 31, 2022. The Black-Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of warrants is estimated using the Black-Scholes valuation model. For the years ended December 31, 2022 and 2021, the estimated fair values of the liabilities measured on a recurring basis are as follows: Years ended December 31, 2022 2021 Expected term 0.75 – 1.49 years 0.16 - 1.18 years Expected average volatility 83% - 152% 145% - 241% Expected dividend yield — — Risk-free interest rate 0.06% - 4.73% 0.07% - 0.09% The following table summarizes the changes in the derivative liabilities during the years ended December 31, 2022 and 2021: Fair Value Measurements Using Significant Observable Inputs (Level 3) Balance - December 31, 2020 $ 1,025,691 Settled on issuance of common stock ( 708,611 ) Change in fair value of the derivative ( 317,080 ) Balance - December 31, 2021 $ — Addition of new derivatives recognized as cash received 500,000 Addition of new derivatives recognized as loss on derivatives 943,833 Settled on issuance of common stock ( 1,792,582 ) Change in fair value of the warrants 1,706,536 Balance - December 31, 2022 $ 1,357,787 The following table summarizes the change in fair value of derivative liabilities included in the income statement for the years ended December 31, 2022 and 2021, respectively. Years ended December 31, 2022 2021 Addition of new derivatives recognized as loss on derivatives $ 943,833 $ — Revaluation of derivative liabilities 1,706,536 ( 317,080 ) Change in fair value of derivative liabilities $ 2,650,369 $ ( 317,080 ) |
NOTE 11 _ STOCKHOLDERS_ EQUITY
NOTE 11 – STOCKHOLDERS’ EQUITY | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
NOTE 11 – 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 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 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 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 11 – STOCKHOLDERS’ EQUITY The Company’s authorized capital consists of 300,000,000 shares of common stock with a par value of $0.001 per share. 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 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 December 31, 2022 and 2021, 10,000 shares of Series A Preferred Stock were issued and outstanding. 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 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. During the year ended December 31, 2021, 21,000,000 shares of common stock were converted into 21,000 shares of Series B Preferred Stock by our management. As of December 31, 2022 and 2021, 21,000 shares of Series B Preferred Stock were issued and outstanding. 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 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 December 31, 2022 and 2021, no Series C Preferred Stock was issued or outstanding. Common Stock During the year ended December 31, 2022, the Company issued 14,118,153 shares of common stock, valued at fair market value on issuance as follows: · 2,000,000 shares issued for cash of $1,000,000 · 5,066,667 shares for acquisitions of Whisl and Smartbiz valued at $1,550,000 · 550,000 shares for asset acquisition valued at $357,500 · 240,000 shares for compensation to our directors valued at $107,600 · 161,367 shares for settlement of debt valued at $80,674 · 6,100,119 shares for exercise of warrants for $400,000 During the year ended December 31, 2021, the Company issued 51,638,526 shares of common stock, valued at fair market value on issuance as follows; · 41,562,500 shares issued for cash of $6,536,250 , of which $100,000 was recorded as subscription receivable as of December 31, 2021. The Company received the $100,000 on January 3, 2022. · 2,230,394 shares, valued at $2,056,530 , issued for settlement of debt of $1,516,667 · 195,000 shares for services valued at $284,700 · 1,320,000 shares issued to our management for compensation valued at $1,037,568 · 250,000 shares for forbearance of debt valued at $49,925 · 6,080,632 shares issued for conversion of debt of $422,295 During the year ended December 31, 2021, the Company terminated a placement agent and advisory services agreement with a FINRA member dated September 22, 2020, and cancelled 1,294,600 shares of common stock, which was issued for those services. The termination agreement allowed the FINRA member to retain 400,000 shares of the Company’s common stock in connection with the services. As of December 31, 2022 and 2021, 161,595,511 and 147,477,358 shares of common stock were issued and outstanding, respectively. |
NOTE 12 _ PROVISION FOR INCOME
NOTE 12 – PROVISION FOR INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
NOTE 12 – PROVISION FOR INCOME TAXES | NOTE 12 – PROVISION FOR INCOME TAXES The Company provides for income taxes under ASC 740, “ Income Taxes.” The components of the Company’s deferred tax asset and reconciliation of income taxes computed at the statutory rate to the income tax amount recorded as of December 31, 2022 and 2021, are as follows: December 31, December 31, 2022 2021 Net Operating loss carryforward $ 15,540,294 $ 12,332,310 Effective tax rate 21 % 21 % Deferred tax asset 3,263,462 2,589,785 Foreign taxes (7,118 ) (7,242 ) Less: valuation allowance (2,816,209 ) (2,136,141 ) Net deferred tax asset $ 440,135 $ 446,402 As of December 31, 2022, the Company has approximately $15,540,000 of net operating losses (“NOL”) generated to December 31, 2022 carried forward to offset taxable income in future years which expire commencing in fiscal 2022. NOLs generated in the United States for tax years prior to December 31, 2017, can be carried forward for twenty years, whereas NOLs generated after December 31, 2017 can be carried forward indefinitely in USA, and can be carried forward for 7 years in Switzerland. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against all of the deferred tax assets relating to NOLs for every period because it is more likely than not that all of the deferred tax assets will not be realized other than those recorded at SwissLink, because the Company anticipates utilizing the NOLs prior to their expiration. Utilization of the NOL carry forwards may be subject to an annual limitation due to ownership change limitations that may have occurred or that could occur in the future, as required by Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”). These ownership changes may limit the amount of the NOL carry forwards that can be utilized annually to offset future taxable income and tax, respectively. In general, an “ownership change” as defined by Section 382 of the Code results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percentage points of the outstanding stock of a company by certain stockholders. Tax returns for the years ended 2016 through 2022 are subject to review by the tax authorities. |
NOTE 13 - RELATED PARTY TRANSAC
NOTE 13 - RELATED PARTY TRANSACTIONS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Related Party Transactions [Abstract] | ||
NOTE 13 - 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 | NOTE 13 - RELATED PARTY TRANSACTIONS Due from related party During the year ended December 31, 2021, the Company loaned $220,674 to our CEO and applied to due to CEO of $8,004 . During the year ended December 31, 2021, the Company wrote off due from related party of $10,148 . During the years ended December 31, 2022 and 2021, the Company loaned $1,000 and $220,674 to a related party and collected $700 and $226 , respectively. As of December 31, 2022 and 2021, the Company had due from related parties of $326,324 and $424,086 , respectively. The loans are unsecured, non-interest bearing and due on demand. Due to related parties During the years ended December 31, 2022 and 2021, the Company repaid $0 and $90,787 , respectively, to the CEO and CFO of the Company. As of December 31, 2022 and 2021, the Company had amounts due to related parties of $26,613 . The amounts are unsecured, non-interest bearing and due on demand. Debt to Equity Swap During the year ended December 31, 2021 the Company recorded a debt to equity swap of $1,647,150 as additional paid in capital. Employment agreements During the years ended December 31, 2022 and 2021, the Company recorded management salaries of $576,000 and $558,000 , respectively, and stock-based compensation bonuses of $107,600 and $1,037,568 , respectively. As of December 31, 2022 and 2021, the Company recorded and accrued management salaries of $79,628 and $92,229 , respectively. |
NOTE 14 _ COMMITMENTS AND CONTI
NOTE 14 – COMMITMENTS AND CONTINGENCIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
NOTE 14 – 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 14 – 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 . For the years ended December 31, 2022 and 2021, the Company incurred rent expense of $73,865 and $37,823 , respectively. Advisory service On March 3, 2020, we appointed Oscar Brito as an advisor to our Board of Directors and agreed to pay him $5,000 per month for such services. Mr. Brito acted as an advisor to our Board of Directors. On February 11, 2021, the Company paid $12,600 and the service was terminated. On January 4, 2021, the Company terminated a placement agent and advisory services agreement with a FINRA member dated September 22, 2020, and cancelled 1,294,600 shares of common stock, which was issued for those services. The termination agreement allowed the FINRA member to retain 400,000 shares of the Company’s common stock in connection with the services. |
NOTE 15 - SEGMENT
NOTE 15 - SEGMENT | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Segment Reporting [Abstract] | ||
NOTE 15 - SEGMENT | 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 15 - SEGMENT 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 years ended December 31, 2022 and 2021: Year ended December 31, 2022 NOTE 15 - SEGMENT - Schedule of Operating Activities by Geographic Segment USA Switzerland Elimination Total Revenues $ 94,188,685 4,913,216 $ (5,898,369 ) $ 93,203,532 Cost of revenue 93,162,695 4,147,690 (5,898,369 ) 91,412,016 Gross profit 1,025,990 765,526 — 1,791,516 Operating expenses General and administration 4,216,107 767,069 — 4,983,176 Operating loss (3,190,117 ) (1,543 ) — (3,191,660 ) Other income (expense) (2,679,759 ) 5,658 — (2,674,101 ) Net income (loss) $ (5,869,876 ) $ 4,115 $ — $ (5,865,761 ) Year ended December 31, 2021 USA Switzerland Elimination Total Revenues $ 60,112,852 4,681,978 $ (92,812 ) $ 64,702,018 Cost of revenue 59,274,781 3,986,334 (92,812 ) 63,168,303 Gross profit 838,071 695,644 — 1,533,715 Operating expenses General and administration 3,733,579 784,052 — 4,517,631 Operating income (loss) (2,895,508 ) (88,408 ) — (2,983,916 ) Other income (expense) (897,507 ) 17,422 — (880,085 ) Net income (loss) $ (3,793,015 ) $ (70,986 ) $ — $ (3,864,001 ) Asset Information The following table shows asset information by geographic segment as of December 31, 2022 and 2021: 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 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 16 _ SUBSEQUENT EVENTS.
NOTE 16 – SUBSEQUENT EVENTS. | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Subsequent Events [Abstract] | ||
NOTE 16 – 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 16 – SUBSEQUENT EVENTS Subsequent to December 31, 2022 and through the date that these financials were made available, the Company had the following subsequent events: Subsequent to December 31, 2022, the Company issued 2,941,177 shares for exercise of warrants and received $400,000 . |
NOTE 1 -ORGANIZATION AND DESC_2
NOTE 1 -ORGANIZATION AND DESCRIPTION OF BUSINESS (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
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. | |
Organization and Operations | 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. | Organization and Operations iQSTEL Inc. (“iQSTEL”, “we”, “us”, or the “Company”) was incorporated under the laws of the State of Nevada on June 24, 2011 under the name of B-Maven Inc. The Company changed its name to PureSnax International, Inc. on September 18, 2015; and more recently it changed its name to iQSTEL Inc. on August 7, 2018. The Company has been engaged in the business of telecommunication services as a wholesale carrier of voice, SMS and data for other telecom companies around the World with 404 active interconnection agreements with mobile companies, fixed line companies and other wholesale carriers. |
Acquisitions | 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. | |
COVID-19 | COVID-19 A novel strain of coronavirus (COVID-19) was first identified in December 2019, and subsequently declared a global pandemic by the World Health Organization on March 11, 2020. As a result of the outbreak, many companies experienced disruptions in their operations and in markets served. The Company has instituted some and may take additional temporary precautionary measures intended to help ensure the well-being of its employees and minimize business disruption. The Company considered the impact of COVID-19 on the assumptions and estimates used and determined that there were no material adverse impacts on the Company’s results of operations and financial position at December 31, 2022. The full extent of the future impacts of COVID-19 on the Company’s operations is uncertain. A new prolonged outbreak could have a material adverse impact on financial results and business operations of the Company, including the timing and ability of the Company to collect accounts receivable and the ability of the Company to continue to provide high quality services to its clients. The Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or lia ate of issuance of this Annual Report on Form 10-K. These estimates may change, as new events occur, and additional information is obtained. |
NOTE 2 -SUMMARY OF SIGNIFICAN_2
NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 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 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. | Basis of Presentation The consolidated financial statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The financial statements have been prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States of America. The Company’s fiscal year end is December 31. |
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. | 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. | Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments. |
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. | 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. | 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 December 31, 2022 and 2021. |
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. | 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 years ended December 31, 2022 and 2021, the Company recorded bad debt expense of $34,376 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 ” | 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% | 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 year ended December 31, 2022 12 customers represented 88% of our revenue compared to 7 customers representing 88% of our revenue for the year ended December 31, 2021. For the years ended December 31, 2022 and 2021, 57% and 68% of the revenue comes from customers under prepayment conditions which means there is no credit or bad debt risk on that portion of the customers portfolio. |
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. | 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. | 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. | 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. | Recent Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, “ Financial Instruments Credit Losses —Measurement of Credit Losses on Financial Instruments. 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. 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. |
Business Combinations | Business Combinations In accordance with ASC 805-10, “ Business Combinations | |
Inventory | Inventory Inventories, consisting of smart gas parts, are primarily accounted for using the first-in-first-out (“FIFO”) method of accounting. Inventories are measured at the lower of cost and net realizable value. The Company estimates the net realizable value of inventories based on an assessment of expected sales prices. | |
Long-Lived Assets | Long-Lived Assets Long-lived assets are evaluated for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on a comparison of the undiscounted future cash flows to the recorded value of the asset. If impairment is indicated, the asset is written down to its estimated fair value. | |
Fixed Assets | Fixed Assets Fixed assets, consisting of telecommunications equipment and software, are recorded at cost reduced by accumulated depreciation and amortization. Depreciation and amortization expense is recognized over the assets’ estimated useful lives of 3 years for computers and laptops; 5 years for telecommunications equipment and switches; and 5 years for software using the straight-line method. Major additions and improvements are capitalized as additions to the property and equipment accounts, while replacements, maintenance and repairs that do not improve or extend the life of the respective assets are expensed as incurred. Estimated useful lives are periodically reviewed and, when appropriate, changes are made prospectively. When certain events or changes in operating conditions occur, asset lives may be adjusted and an impairment assessment may be performed on the recoverability of the carrying amounts. | |
Impairment of tangible and intangible assets | Impairment of tangible and intangible assets Tangible and intangible assets (excluding goodwill) are assessed at each reporting date for indications that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Company makes an estimate of the asset's recoverable amount. The asset's recoverable amount is the higher of an asset's or cash-generating unit's fair value less costs of disposal and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset or a group of assets exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or the group of assets. | |
Goodwill | Goodwill We allocate goodwill to reporting units based on the reporting unit expected to benefit from the business combination. We evaluate our reporting units on an annual basis and, if necessary, reassign goodwill using a relative fair value allocation approach. Goodwill is tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. These events or circumstances could include a significant change in the business climate, legal factors, operating performance indicators, competition, or sale or disposition of a significant portion of a reporting unit. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units, and determination of the fair value of each reporting unit. The fair value of each reporting unit is estimated primarily through the use of a discounted cash flow methodology. This analysis requires significant judgments, including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term rate of growth for our business, estimation of the useful life over which cash flows will occur, and determination of our weighted average cost of capital. The estimates used to calculate the fair value of a reporting unit change from year to year based on operating results, market conditions, and other factors. Changes in these estimates and assumptions could materially affect the determination of fair value and goodwill impairment for each reporting unit. | |
Retirement Benefit Costs | Retirement Benefit Costs Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due. Payments made to state-managed retirement benefit schemes are dealt with as payments to defined contribution schemes where the Company’s obligations under the schemes are equivalent to those arising in a defined contribution retirement benefit scheme. For defined benefit schemes, the cost of providing benefits is determined using the Projected Unit Credit Method, with actuarial valuations being carried out at each balance sheet date. Actuarial gains and losses are recognized in full in the period in which they occur. They are recognized outside the income statement and are presented in other comprehensive income. Past service cost is recognized immediately in the income statement in the period in which it occurs. The retirement benefit obligation recognized in the balance sheet represents the present value of the defined obligation as adjusted for unrecognized past service cost, and as reduced by the fair value of the scheme assets. Any asset resulting from this calculation is limited to past service cost, plus the present value of available refunds and reductions in future contributions to the scheme. | |
Income Taxes | Income Taxes The Company uses the liability method of accounting for income taxes. Under the liability method, deferred tax assets and liabilities are determined based on differences between financial reporting and the tax basis of assets, liabilities, the carry forward of operating losses and tax credits, and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. An allowance against deferred tax assets is recorded when it is more likely than not that such tax benefits will not be realized. | |
Related Parties | Related Parties The Company follows ASC 850, “Related Party Disclosures,” | |
Cost of revenue | Cost of revenue Costs of revenue represent direct charges from vendors that the Company incurs to deliver services to its customers. These costs primarily consist of usage charges for calls terminated in vendors networks. | |
Lease | Lease The Company leases office space for corporate and network monitoring activities and to house telecommunications equipment. In accordance with ASC 842, “ Leases, The office lease meets the definition of a short-term lease because the lease term is 12 months or less. Consequently, consistent with Company’s accounting policy election, the Company does not recognize the right-of-use asset and the lease liability arising from this lease. |
NOTE 4 _ PREPAID AND OTHER CU_2
NOTE 4 – PREPAID AND OTHER CURRENT ASSETS (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
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 | December 31, December 31, 2022 2021 Subscription receivable $ — $ 100,000 Other receivable 120,139 143,187 Prepaid expenses 26,600 23,320 Advance payment 21,000 — Tax receivable 389 603 Deposit for acquisition of asset 357,500 — Security deposit 20,000 — Total prepaid and other current assets $ 545,628 $ 267,110 |
NOTE 5 _ PROPERTY AND EQUIPME_2
NOTE 5 – PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
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 | December 31, December 31, 2022 2021 Telecommunication equipment $ 317,958 $ 258,871 Telecommunication software 640,566 618,125 Other equipment 99,126 108,805 Total property and equipment 1,057,650 985,801 Accumulated depreciation and amortization ( 656,629 ) ( 576,419 ) Total property and equipment $ 401,021 $ 409,382 |
NOTE 6 _LOANS PAYABLE (Tables)
NOTE 6 –LOANS PAYABLE (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
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 $ — $ — | December 31, December 31, Interest 2022 2021 Term rate 49% Shareholder of SwissLink $ 19,649 $ 19,929 Note is due on demand 0 % 49% Shareholder of SwissLink 216,300 219,379 Note is due on demand 5 % Total 235,949 239,308 Less: Current portion of loans payable ( 235,949 ) ( 239,308 ) Long-term loans payable $ — $ — |
NOTE 7 _ WARRANTS (Tables)
NOTE 7 – WARRANTS (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
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 | Warrants Outstanding Weighted Average Weighted Average Remaining Warrants Exercise Price Contractual life (in years) Outstanding, December 31, 2021 — $ — — Granted 4,800,000 2.00 1.49 Increase in number of warrants by VWAP 32,467,713 0.17 — Exercised ( 14,155,138 ) 0.18 0.97 Forfeited/canceled — — — Outstanding, December 31, 2022 23,112,575 $ 0.17 0.75 |
NOTE 8 _ DERIVATIVE LIABILITI_2
NOTE 8 – DERIVATIVE LIABILITIES (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
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% | Years ended December 31, 2022 2021 Expected term 0.75 – 1.49 years 0.16 - 1.18 years Expected average volatility 83% - 152% 145% - 241% Expected dividend yield — — Risk-free interest rate 0.06% - 4.73% 0.07% - 0.09% |
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 | Fair Value Measurements Using Significant Observable Inputs (Level 3) Balance - December 31, 2020 $ 1,025,691 Settled on issuance of common stock ( 708,611 ) Change in fair value of the derivative ( 317,080 ) Balance - December 31, 2021 $ — Addition of new derivatives recognized as cash received 500,000 Addition of new derivatives recognized as loss on derivatives 943,833 Settled on issuance of common stock ( 1,792,582 ) Change in fair value of the warrants 1,706,536 Balance - December 31, 2022 $ 1,357,787 |
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 ) $ — | Years ended December 31, 2022 2021 Addition of new derivatives recognized as loss on derivatives $ 943,833 $ — Revaluation of derivative liabilities 1,706,536 ( 317,080 ) Change in fair value of derivative liabilities $ 2,650,369 $ ( 317,080 ) |
NOTE 12 - SEGMENTS (Tables)
NOTE 12 - SEGMENTS (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
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 | Year ended December 31, 2022 NOTE 15 - SEGMENT - Schedule of Operating Activities by Geographic Segment USA Switzerland Elimination Total Revenues $ 94,188,685 4,913,216 $ (5,898,369 ) $ 93,203,532 Cost of revenue 93,162,695 4,147,690 (5,898,369 ) 91,412,016 Gross profit 1,025,990 765,526 — 1,791,516 Operating expenses General and administration 4,216,107 767,069 — 4,983,176 Operating loss (3,190,117 ) (1,543 ) — (3,191,660 ) Other income (expense) (2,679,759 ) 5,658 — (2,674,101 ) Net income (loss) $ (5,869,876 ) $ 4,115 $ — $ (5,865,761 ) Year ended December 31, 2021 USA Switzerland Elimination Total Revenues $ 60,112,852 4,681,978 $ (92,812 ) $ 64,702,018 Cost of revenue 59,274,781 3,986,334 (92,812 ) 63,168,303 Gross profit 838,071 695,644 — 1,533,715 Operating expenses General and administration 3,733,579 784,052 — 4,517,631 Operating income (loss) (2,895,508 ) (88,408 ) — (2,983,916 ) Other income (expense) (897,507 ) 17,422 — (880,085 ) Net income (loss) $ (3,793,015 ) $ (70,986 ) $ — $ (3,864,001 ) Asset Information The following table shows asset information by geographic segment as of December 31, 2022 and 2021: 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 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 4 - ACQUISITIONS (Tables)
NOTE 4 - ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
NOTE 4 - ACQUISITIONS - Whisl Consideration | May 13, Fair Value of Consideration: 2022 Cash $ 1,250,000 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 $ 800,000 2,850,330 shares of common stock 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 ) Accumulated deficit ( 74,834 ) Non-controlling interest ( 36,669 ) Total accumulated deficit ( 38,165 ) Goodwill $ 1,838,165 |
NOTE 4 - ACQUISITIONS - Unaudited Pro Forma Results of Operations | Years Ended December 31, 2022 2021 Revenues $ 103,353,405 $ 77,483,732 Cost of revenues 101,717,011 74,237,359 Gross profit 1,636,394 3,246,373 Operating expenses 5,762,097 6,102,433 Operating loss (4,125,703 ) (2,856,060 ) Other expense (2,674,101 ) (880,112 ) Net Loss $ (6,799,804 ) $ (3,736,172 ) |
NOTE 5 _ PREPAID AND OTHER CU_2
NOTE 5 – PREPAID AND OTHER CURRENT ASSETS (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
NOTE 5 - 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 | December 31, December 31, 2022 2021 Subscription receivable $ — $ 100,000 Other receivable 120,139 143,187 Prepaid expenses 26,600 23,320 Advance payment 21,000 — Tax receivable 389 603 Deposit for acquisition of asset 357,500 — Security deposit 20,000 — Total prepaid and other current assets $ 545,628 $ 267,110 |
NOTE 6 _ PROPERTY AND EQUIPME_2
NOTE 6 – PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
NOTE 4 - 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 | December 31, December 31, 2022 2021 Telecommunication equipment $ 317,958 $ 258,871 Telecommunication software 640,566 618,125 Other equipment 99,126 108,805 Total property and equipment 1,057,650 985,801 Accumulated depreciation and amortization ( 656,629 ) ( 576,419 ) Total property and equipment $ 401,021 $ 409,382 |
NOTE 7 _LOANS PAYABLE (Tables)
NOTE 7 –LOANS PAYABLE (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | ||
NOTE 7 - 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 $ — $ — | December 31, December 31, Interest 2022 2021 Term rate 49% Shareholder of SwissLink $ 19,649 $ 19,929 Note is due on demand 0 % 49% Shareholder of SwissLink 216,300 219,379 Note is due on demand 5 % Total 235,949 239,308 Less: Current portion of loans payable ( 235,949 ) ( 239,308 ) Long-term loans payable $ — $ — |
NOTE 9 _ WARRANTS (Tables)
NOTE 9 – WARRANTS (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
NOTE 9 - 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 | Warrants Outstanding Weighted Average Weighted Average Remaining Warrants Exercise Price Contractual life (in years) Outstanding, December 31, 2021 — $ — — Granted 4,800,000 2.00 1.49 Increase in number of warrants by VWAP 32,467,713 0.17 — Exercised ( 14,155,138 ) 0.18 0.97 Forfeited/canceled — — — Outstanding, December 31, 2022 23,112,575 $ 0.17 0.75 |
NOTE 10 _ DERIVATIVE LIABILIT_2
NOTE 10 – DERIVATIVE LIABILITIES (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Note 10 Derivative Liabilities | ||
NOTE - 10 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% | Years ended December 31, 2022 2021 Expected term 0.75 – 1.49 years 0.16 - 1.18 years Expected average volatility 83% - 152% 145% - 241% Expected dividend yield — — Risk-free interest rate 0.06% - 4.73% 0.07% - 0.09% |
NOTE 10 - 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 | Fair Value Measurements Using Significant Observable Inputs (Level 3) Balance - December 31, 2020 $ 1,025,691 Settled on issuance of common stock ( 708,611 ) Change in fair value of the derivative ( 317,080 ) Balance - December 31, 2021 $ — Addition of new derivatives recognized as cash received 500,000 Addition of new derivatives recognized as loss on derivatives 943,833 Settled on issuance of common stock ( 1,792,582 ) Change in fair value of the warrants 1,706,536 Balance - December 31, 2022 $ 1,357,787 |
NOTE 10- 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 ) $ — | Years ended December 31, 2022 2021 Addition of new derivatives recognized as loss on derivatives $ 943,833 $ — Revaluation of derivative liabilities 1,706,536 ( 317,080 ) Change in fair value of derivative liabilities $ 2,650,369 $ ( 317,080 ) |
NOTE 12 _ PROVISION FOR INCOM_2
NOTE 12 – PROVISION FOR INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
NOTE 12 - PROVISION FOR INCOME TAXES - Deferred Tax Assets and Reconciliation of Income Taxes | December 31, December 31, 2022 2021 Net Operating loss carryforward $ 15,540,294 $ 12,332,310 Effective tax rate 21 % 21 % Deferred tax asset 3,263,462 2,589,785 Foreign taxes (7,118 ) (7,242 ) Less: valuation allowance (2,816,209 ) (2,136,141 ) Net deferred tax asset $ 440,135 $ 446,402 |
NOTE 15 - SEGMENT (Tables)
NOTE 15 - SEGMENT (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Segment Reporting [Abstract] | ||
NOTE 15 - 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 | Year ended December 31, 2022 NOTE 15 - SEGMENT - Schedule of Operating Activities by Geographic Segment USA Switzerland Elimination Total Revenues $ 94,188,685 4,913,216 $ (5,898,369 ) $ 93,203,532 Cost of revenue 93,162,695 4,147,690 (5,898,369 ) 91,412,016 Gross profit 1,025,990 765,526 — 1,791,516 Operating expenses General and administration 4,216,107 767,069 — 4,983,176 Operating loss (3,190,117 ) (1,543 ) — (3,191,660 ) Other income (expense) (2,679,759 ) 5,658 — (2,674,101 ) Net income (loss) $ (5,869,876 ) $ 4,115 $ — $ (5,865,761 ) Year ended December 31, 2021 USA Switzerland Elimination Total Revenues $ 60,112,852 4,681,978 $ (92,812 ) $ 64,702,018 Cost of revenue 59,274,781 3,986,334 (92,812 ) 63,168,303 Gross profit 838,071 695,644 — 1,533,715 Operating expenses General and administration 3,733,579 784,052 — 4,517,631 Operating income (loss) (2,895,508 ) (88,408 ) — (2,983,916 ) Other income (expense) (897,507 ) 17,422 — (880,085 ) Net income (loss) $ (3,793,015 ) $ (70,986 ) $ — $ (3,864,001 ) Asset Information The following table shows asset information by geographic segment as of December 31, 2022 and 2021: 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 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_3
NOTE 1 -ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
May 13, 2022 | May 13, 2022 | Jun. 01, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | |||||
Entity Incorporation, State or Country Code | NV | NV | |||
Entity Incorporation, Date of Incorporation | Jun. 24, 2011 | Jun. 24, 2011 | |||
Whisl Telecom L L C [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Noncash or Part Noncash Acquisition, Interest Acquired | 51% | 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) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash Equivalents, at Carrying Value | $ 0 | ||||
Allowance for Loan and Lease Loss, Recovery of Bad Debts | $ 34,376 | $ 0 | $ 0 | ||
Computer Equipment [Member] | |||||
Finite-Lived Intangible Asset, Useful Life | 3 years | ||||
Telecommunications [Member] | |||||
Finite-Lived Intangible Asset, Useful Life | 5 years | ||||
Computer Software, Intangible Asset [Member] | |||||
Finite-Lived Intangible Asset, Useful Life | 5 years | ||||
Twelve Customers [Member] | |||||
Concentration Risk, Percentage | 86% | 88% | |||
Four Customers [Member] | |||||
Concentration Risk, Percentage | 86% | ||||
No Bad Debt Risk Customers [Member] | |||||
Concentration Risk, Percentage | 62% | 64% | 57% | 68% | |
Seven Customers [Member] | |||||
Concentration Risk, Percentage | 88% |
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 | Dec. 31, 2021 |
Business Combination and Asset Acquisition [Abstract] | |||
Other receivable | $ 129,967 | $ 120,139 | $ 143,187 |
Prepaid expenses | 20,450 | 26,600 | 23,320 |
Advance payment | 21,000 | 21,000 | |
Tax receivable | 394 | 389 | 603 |
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 | $ 267,110 |
NOTE 5 - PROPERTY AND EQUIPMENT
NOTE 5 - PROPERTY AND EQUIPMENT - Schedule of Propery Plant and Equipment (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
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) | $ (576,419) |
Total property and equipment | 433,119 | 401,021 | 409,382 |
Technology Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 332,944 | 317,958 | 258,871 |
Software Development [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 693,006 | 640,566 | 618,125 |
Other Machinery and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 99,192 | $ 99,126 | $ 108,805 |
NOTE 5 _ PROPERTY AND EQUIPME_3
NOTE 5 – PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation, Depletion and Amortization, Nonproduction | $ 34,060 | $ 33,547 | $ 120,117 | $ 91,474 |
NOTE 6 - LOANS PAYABLE - Schedu
NOTE 6 - LOANS PAYABLE - Schedule of Loans Payable (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | |||
Long-Term Debt, Gross | $ 195,662 | $ 202,492 | $ 442,151 |
Debt Instrument, Unamortized Discount | 0 | 7,406 | |
Long-Term Debt | 195,662 | 202,492 | 434,745 |
Long-Term Debt, Current Maturities | 95,407 | 94,342 | 315,450 |
Long-Term Debt, Excluding Current Maturities | 100,255 | 108,150 | 119,295 |
Martus | |||
Short-Term Debt [Line Items] | |||
Long-Term Debt, Gross | $ 95,407 | $ 94,342 | 100,634 |
Debt Instrument, Payment Terms | Note was issued on October 23, 2018 and due on January 2, 2024 | Note was issued on October 23, 2018 and due on January 3, 2023 | |
Debt Instrument, Interest Rate, Stated Percentage | 5% | 500% | |
Darlene Covi19 | |||
Short-Term Debt [Line Items] | |||
Long-Term Debt, Gross | $ 100,255 | $ 108,150 | $ 109,690 |
Debt Instrument, Payment Terms | Note was issued on April 1, 2020 and due on March 31, 2025 | Note was issued on April 1, 2020 and due on March 31, 2025 | |
Debt Instrument, Interest Rate, Stated Percentage | 0% | 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 | Dec. 31, 2021 |
Short-Term Debt [Line Items] | |||
Loans Payable | $ 238,610 | $ 235,949 | $ 239,308 |
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 | 19,929 |
Debt Instrument, Interest Rate, Stated Percentage | 0% | ||
49% of Shareholder of SwissLink 2 | |||
Short-Term Debt [Line Items] | |||
Loans Payable | $ 218,740 | $ 216,300 | $ 219,379 |
Debt Instrument, Interest Rate, Stated Percentage | 5% |
NOTE 6 _LOANS PAYABLE (Details
NOTE 6 –LOANS PAYABLE (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | ||||
Amortization of Debt Discount (Premium) | $ 0 | $ 372,290 | ||
Loans Payable [Member] | ||||
Short-Term Debt [Line Items] | ||||
Interest Expense | $ 3,645 | $ 7,481 | 22,234 | 191,281 |
Amortization of Debt Discount (Premium) | $ 0 | $ 7,407 | $ 7,407 | $ 78,481 |
NOTE 7 - WARRANTS - Schedule of
NOTE 7 - WARRANTS - Schedule of Warrant Summary (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | 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 | 4,800,000 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 2 | ||
[custom:WeightedAverageRemainingLifeOfWarrantsGrantedInPeriod] | 1 year 5 months 26 days | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Period Increase (Decrease) | 5,262,465 | 32,467,713 | |
[custom:IncreaseInNumberOfWarrantsWeightedAverageExercisePrice] | 0.17 | $ 0.14 | |
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsIncreasedByVWAPOutstandingWeightedAverageRemainingLife] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Exercised | 2,941,177 | 14,155,138 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | 0.18 | $ 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 | 11 months 19 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 | 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. Thereafter, the Holder shall undertake to exercise not less than (i) $400,000 of the Options on a “cash basis” not later than the later of (y) November 14, 2022 or (z) the date on which there is an effective registration statement permitting the issuance of the Option Shares to or resale of the Option Shares by the Holder and (ii) an additional $400,000 of the Options on a “cash basis” not later than the latest of (x) thirty (30) days following the exercise of the Option under subsection (i), above, (y) December 14, 2022, or (z) the date on which there is an effective registration statement permitting the issuance of the Option Shares to or resale of the Option Shares by the Holder. From and after the occurrence of the three above-referenced exercises, each additional exercise of Options hereunder shall be in an amount not less than $200,000 and exercised only on a cash basis. | ||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 400,000 | $ 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. | 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 | ||||
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 ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Dividends | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum | 4.67% | 0.06% | 0.07% |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum | 4.94% | 4.73% | 0.09% |
Minimum [Member] | |||
Average Term of Credit Risk Derivatives | 6 months | 9 months | 1 month 28 days |
Available-for-Sale, Securities in Unrealized Loss Positions, Qualitative Disclosure, Other, Fair Value Volatility, Rate | 77% | 83% | 145% |
Maximum [Member] | |||
Average Term of Credit Risk Derivatives | 8 months 12 days | 1 year 5 months 26 days | 1 year 2 months 4 days |
Available-for-Sale, Securities in Unrealized Loss Positions, Qualitative Disclosure, Other, Fair Value Volatility, Rate | 81% | 152% | 241% |
NOTE 8 - DERIVATIVE LIABILITY -
NOTE 8 - DERIVATIVE LIABILITY - Fair Value Measurements Using Significant Observable Inputs (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Note 8 Derivative Liabilities | |||||
Derivative, Fair Value, Net | $ 921,222 | $ 1,357,787 | $ 1,025,691 | ||
[custom:ResolutionOfDerivativeLiabilitiesValue] | 240,258 | 1,792,582 | 708,611 | $ 708,611 | |
Debt Securities, Held-to-Maturity, Transfer, Derivative Hedge, Gain (Loss) | $ 196,307 | $ 1,706,536 | $ 317,080 |
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 | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Note 8 Derivative Liabilities | ||||
Unrealized Gain (Loss) on Derivatives | $ 943,833 | |||
[custom:RevaluationOfDerivativeLiabilities] | 196,307 | 1,706,536 | 317,080 | |
Fair Value, Net Derivative Asset (Liability), Recurring Basis, Still Held, Unrealized Gain (Loss) | $ 196,307 | $ 2,650,369 | $ 317,080 |
NOTE 9 _ STOCKHOLDERS_ EQUITY (
NOTE 9 – STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | 24 Months Ended | ||||||||
Jan. 07, 2022 | Jan. 07, 2021 | Jan. 07, 2021 | Nov. 11, 2020 | Nov. 03, 2020 | Apr. 14, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2023 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
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 | ||||||||
Preferred Stock, Shares Authorized | 1,200,000 | 1,200,000 | |||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |||||||||
Stock Issued During Period, Shares, New Issues | 14,118,153 | 51,638,526 | |||||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 60,000 | ||||||||||
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture | $ 11,230 | $ 41,139 | $ 107,600 | $ 1,037,568 | |||||||
Stock Issued During Period, Shares, Conversion of Units | 400,000 | ||||||||||
Stock Issued During Period, Value, Conversion of Units | $ 2,941,177 | $ 400,000 | $ 400,000 | ||||||||
Common Stock, Shares, Outstanding | 164,596,688 | 161,595,511 | 147,477,358 | ||||||||
Series A Preferred Stock [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [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 | 10,000 | |||||||||
Preferred Class A [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Preferred Stock, Shares Authorized | 10,000 | 10,000 | 10,000 | ||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Preferred Stock, Shares Outstanding | 10,000 | 10,000 | |||||||||
Series B Preferred Stock [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Preferred Stock, Shares Authorized | 200,000 | ||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | ||||||||||
Preferred Stock, Shares Outstanding | 21,000 | ||||||||||
Preferred Class B [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Preferred Stock, Shares Authorized | 200,000 | 200,000 | 200,000 | ||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Preferred Stock, Shares Outstanding | 21,000 | 21,000 | |||||||||
Series C Preferred Stock [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Preferred Stock, Shares Authorized | 200,000 | 200,000 | 200,000 | ||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | ||||||||||
Preferred Stock, Shares Outstanding | 0 | ||||||||||
Preferred Class C [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Preferred Stock, Shares Authorized | 200,000 | 200,000 | 200,000 | 200,000 | |||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||
Preferred Stock, Shares Outstanding | 0 | 0 | |||||||||
Preferred Stock [Member] | Series A Preferred Stock [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
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. | 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 | |||||||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | |||||||||||
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture | |||||||||||
Stock Issued During Period, Shares, Conversion of Units | |||||||||||
Stock Issued During Period, Value, Conversion of Units | |||||||||||
Preferred Stock [Member] | Series B Preferred Stock [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
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 restriction on sales into the market of no more than 5% previous month’s stock liquidity. | 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. | |||||||||
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 | |||||||||||
Stock Issued During Period, Shares, Conversion of Units | |||||||||||
Stock Issued During Period, Value, Conversion of Units | |||||||||||
Preferred Stock [Member] | Series C Preferred Stock [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
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. | 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. | $0.001 | ||||||||
Total Issued In Period [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | 3,001,177 | ||||||||||
Common Stock [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | 2,000,000 | 2,000,000 | 41,562,500 | ||||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 60,000 | 60,000 | 240,000 | 1,320,000 | |||||||
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture | $ 60 | $ 60 | $ 240 | $ 1,320 | |||||||
Stock Issued During Period, Shares, Conversion of Units | 2,941,177 | 6,100,119 | |||||||||
Stock Issued During Period, Value, Conversion of Units | $ 6,100 |
NOTE 10 - RELATED PARTY TRANS_2
NOTE 10 - RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
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 | $ 558,000 | 576,000 | ||
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 | $ 92,229 |
NOTE 11 _ COMMITMENTS AND CON_2
NOTE 11 – COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Lessee, Operating Lease, Term of Contract | 12 months | 12 months | ||
Operating Lease, Expense | $ 900 | $ 20,150 | $ 73,865 | $ 37,823 |
NOTE 12 - SEGMENT - Schedule of
NOTE 12 - SEGMENT - Schedule of Operating Activities by Geographic Segment (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||||
Revenues | $ 24,666,529 | $ 19,419,311 | $ 93,203,532 | $ 64,702,018 | $ 64,702,018 |
Cost of revenue | 23,449,793 | 18,935,251 | 91,412,016 | 63,168,303 | 63,168,303 |
Gross profit | 1,216,736 | 484,060 | 1,791,516 | 1,533,715 | 1,533,715 |
Operating expenses | |||||
General and administration | 1,534,266 | 989,498 | 4,983,176 | 4,517,631 | 4,517,631 |
Operating (loss) | (317,530) | (505,438) | (3,191,660) | (2,983,916) | (2,983,916) |
Other (expense) income | 158,708 | (19,293) | (2,674,101) | (880,085) | (880,085) |
Net (loss) income | (158,822) | (524,731) | (5,865,761) | (3,864,001) | $ (3,864,001) |
Assets | |||||
Current assets | 6,736,967 | 6,436,590 | 6,566,524 | ||
Non-current assets | 6,149,957 | 6,112,894 | 2,493,118 | ||
Liabilities | |||||
Current liabilities | 6,301,031 | 6,451,679 | 2,363,015 | ||
Non-current liabilities | 256,233 | 262,388 | 275,729 | ||
U S A [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 24,847,671 | 18,475,113 | 94,188,685 | 60,112,852 | |
Cost of revenue | 23,825,886 | 18,193,952 | 93,162,695 | 59,274,781 | |
Gross profit | 1,021,785 | 281,161 | 1,025,990 | 838,071 | |
Operating expenses | |||||
General and administration | 1,350,956 | 781,300 | 4,216,107 | 3,733,579 | |
Operating (loss) | (329,171) | (500,139) | (3,190,117) | (2,895,508) | |
Other (expense) income | 174,955 | (29,841) | (2,679,759) | (897,507) | |
Net (loss) income | (154,216) | (529,980) | (5,869,876) | (3,793,015) | |
Assets | |||||
Current assets | 6,419,124 | 6,496,354 | 5,783,859 | ||
Non-current assets | 11,631,453 | 11,646,662 | 4,468,491 | ||
Liabilities | |||||
Current liabilities | 5,378,018 | 5,967,729 | 1,070,972 | ||
Non-current liabilities | |||||
Switzerland [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 1,347,435 | 1,026,080 | 4,913,216 | 4,681,978 | |
Cost of revenue | 1,152,484 | 823,181 | 4,147,690 | 3,986,334 | |
Gross profit | 194,951 | 202,899 | 765,526 | 695,644 | |
Operating expenses | |||||
General and administration | 183,310 | 208,198 | 767,069 | 784,052 | |
Operating (loss) | 11,641 | (5,299) | (1,543) | (88,408) | |
Other (expense) income | (16,247) | 10,548 | 5,658 | 17,422 | |
Net (loss) income | (4,606) | 5,249 | 4,115 | (70,986) | |
Assets | |||||
Current assets | 1,235,556 | 1,172,889 | 997,216 | ||
Non-current assets | 703,066 | 650,794 | 609,189 | ||
Liabilities | |||||
Current liabilities | 1,840,726 | 1,716,603 | 1,506,594 | ||
Non-current liabilities | 256,233 | 262,388 | 275,729 | ||
Elimination [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | (1,528,577) | (81,882) | (5,898,369) | (92,812) | |
Cost of revenue | (1,528,577) | (81,882) | (5,898,369) | (92,812) | |
Gross profit | |||||
Operating expenses | |||||
General and administration | |||||
Operating (loss) | |||||
Other (expense) income | |||||
Net (loss) income | |||||
Assets | |||||
Current assets | (917,713) | (1,232,653) | (214,551) | ||
Non-current assets | (6,184,562) | (6,184,562) | (2,584,562) | ||
Liabilities | |||||
Current liabilities | (917,713) | (1,232,653) | (214,551) | ||
Non-current liabilities |
NOTE 4 - ACQUISITIONS - Whisl C
NOTE 4 - ACQUISITIONS - Whisl Consideration (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
May 13, 2022 | Jun. 01, 2022 | Dec. 31, 2022 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||||
Stock Issued During Period, Value, Acquisitions | $ 1,550,000 | |||
Whisl Telecom L L C [Member] | ||||
Business Acquisition [Line Items] | ||||
Business Acquisition, Transaction Costs | $ 1,250,000 | |||
Stock Issued During Period, Shares, Acquisitions | 1,461,653 | |||
Acquisition Costs, Cumulative | $ 1,800,000 | |||
Whisl Telecom L L C [Member] | Restricted Stock [Member] | ||||
Business Acquisition [Line Items] | ||||
Stock Issued During Period, Value, Acquisitions | $ 550,000 | |||
Smartbiz Telecom L L C [Member] | ||||
Business Acquisition [Line Items] | ||||
Business Acquisition, Transaction Costs | $ 800,000 | |||
Stock Issued During Period, Shares, Acquisitions | 2,850,330 | |||
Stock Issued During Period, Value, Acquisitions | $ 1,000,000 | |||
Acquisition Costs, Cumulative | $ 1,800,000 |
NOTE 4 - ACQUISITIONS - Smartbi
NOTE 4 - ACQUISITIONS - Smartbiz Consideration (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jun. 01, 2022 | Dec. 31, 2022 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | |||
Stock Issued During Period, Value, Acquisitions | $ 1,550,000 | ||
Smartbiz Telecom L L C [Member] | |||
Business Acquisition [Line Items] | |||
Business Acquisition, Transaction Costs | $ 800,000 | ||
Stock Issued During Period, Shares, Acquisitions | 2,850,330 | ||
Stock Issued During Period, Value, Acquisitions | $ 1,000,000 | ||
Acquisition Costs, Cumulative | $ 1,800,000 |
NOTE 4 - ACQUISITIONS - Whisl A
NOTE 4 - ACQUISITIONS - Whisl Assets and Liabilities Acquired (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | May 13, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 362,000 | $ 357,500 | ||
Whisl Telecom L L C [Member] | ||||
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) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Jun. 01, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 362,000 | $ 357,500 | ||
Smartbiz Telecom L L C [Member] | ||||
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 | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||||||
Revenues | $ 24,666,529 | $ 19,419,311 | $ 93,203,532 | $ 64,702,018 | $ 64,702,018 | |
Cost of revenues | 23,449,793 | 18,935,251 | 91,412,016 | 63,168,303 | 63,168,303 | |
Gross profit | 1,216,736 | 484,060 | 1,791,516 | 1,533,715 | 1,533,715 | |
Operating expenses | 1,534,266 | 989,498 | 4,983,176 | 4,517,631 | ||
Operating loss | (317,530) | (505,438) | (3,191,660) | (2,983,916) | (2,983,916) | |
Other expense | 158,708 | (19,293) | (2,674,101) | (880,085) | (880,085) | |
Net loss attributable to stockholders of iQSTEL Inc. | $ (363,185) | $ (554,970) | (5,967,474) | $ (3,837,773) | $ (3,837,773) | |
Pro Forma Acquisitions [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Revenues | $ 77,483,732 | 103,353,405 | ||||
Cost of revenues | 74,237,359 | 101,717,011 | ||||
Gross profit | 3,246,373 | 1,636,394 | ||||
Operating expenses | 6,102,433 | 5,762,097 | ||||
Operating loss | (2,856,060) | (4,125,703) | ||||
Other expense | (880,112) | (2,674,101) | ||||
Net loss attributable to stockholders of iQSTEL Inc. | $ (3,736,172) | $ (6,799,804) |
NOTE 4 - ACQUISITIONS (Details
NOTE 4 - ACQUISITIONS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||
May 13, 2022 | May 13, 2022 | Jun. 01, 2022 | Dec. 31, 2022 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | |||||
Stock Issued During Period, Value, Acquisitions | $ 1,550,000 | ||||
Whisl Telecom L L C [Member] | |||||
Business Acquisition [Line Items] | |||||
Noncash or Part Noncash Acquisition, Interest Acquired | 51% | 51% | |||
Acquisition Costs, Cumulative | $ 1,800,000 | $ 1,800,000 | |||
Acquisition Costs, Period Cost | $ 1,250,000 | ||||
Stock Issued During Period, Shares, Acquisitions | 1,461,653 | ||||
Whisl Telecom L L C [Member] | Restricted Stock [Member] | |||||
Business Acquisition [Line Items] | |||||
Stock Issued During Period, Value, Acquisitions | $ 550,000 | ||||
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 | ||||
Stock Issued During Period, Shares, Acquisitions | 2,850,330 |
NOTE 5 - PREPAID AND OTHER CURR
NOTE 5 - PREPAID AND OTHER CURRENT ASSETS - Schedule of Prepaid and Other Current Assets (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||
Subscription receivable | $ 100,000 | ||
Other receivable | $ 129,967 | 120,139 | 143,187 |
Prepaid expenses | 20,450 | 26,600 | 23,320 |
Advance payment | 21,000 | 21,000 | |
Tax receivable | 394 | 389 | 603 |
Deposit for acquisition of asset | 362,000 | 357,500 | |
Security deposit | 20,000 | 20,000 | |
Total prepaid and other current assets | $ 563,221 | $ 545,628 | $ 267,110 |
NOTE 4 - PROPERTY AND EQUIPMENT
NOTE 4 - PROPERTY AND EQUIPMENT - Schedule of Propery Plant and Equipment (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 1,125,142 | $ 1,057,650 | |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | 692,023 | 656,629 | $ 576,419 |
Property, Plant and Equipment, Net | 433,119 | 401,021 | 409,382 |
Technology Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 332,944 | 317,958 | 258,871 |
Software Development [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 693,006 | 640,566 | 618,125 |
Other Machinery and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 99,192 | 99,126 | 108,805 |
Total [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 1,057,650 | $ 985,801 |
NOTE 6 _ PROPERTY AND EQUIPME_3
NOTE 6 – PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation, Depletion and Amortization, Nonproduction | $ 34,060 | $ 33,547 | $ 120,117 | $ 91,474 |
NOTE 7 - LOANS PAYABLE - Schedu
NOTE 7 - LOANS PAYABLE - Schedule of Loans Payable to Related Parties (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Short-Term Debt [Line Items] | |||
Loans Payable | $ 238,610 | $ 235,949 | $ 239,308 |
Loans Payable, Current | 95,407 | 94,342 | |
Loans Payable, Noncurrent | |||
49% of Shareholder of SwissLink 1 | |||
Short-Term Debt [Line Items] | |||
Loans Payable | $ 19,870 | $ 19,649 | 19,929 |
Debt Instrument, Interest Rate, Stated Percentage | 0% | ||
Forty Nine Percent S H Swiss Link One [Member] | |||
Short-Term Debt [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 0% | ||
49% of Shareholder of SwissLink 2 | |||
Short-Term Debt [Line Items] | |||
Loans Payable | $ 218,740 | $ 216,300 | 219,379 |
Debt Instrument, Interest Rate, Stated Percentage | 5% | ||
Forty Nine Percent S H Swiss Link Two [Member] | |||
Short-Term Debt [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 500% | ||
Swiss Link Notes [Member] | |||
Short-Term Debt [Line Items] | |||
Loans Payable, Current | $ 235,949 | $ 239,308 |
NOTE 7 _LOANS PAYABLE (Details
NOTE 7 –LOANS PAYABLE (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | ||||
Long-Term Debt, Gross | $ 195,662 | $ 202,492 | $ 442,151 | |
Debt Instrument, Unamortized Discount | 0 | 7,406 | ||
Long-Term Debt | 195,662 | 202,492 | 434,745 | |
Long-Term Debt, Current Maturities | 95,407 | 94,342 | 315,450 | |
Long-Term Debt, Excluding Current Maturities | 100,255 | 108,150 | 119,295 | |
Amortization of Debt Discount (Premium) | 0 | 372,290 | ||
Adjustments to Additional Paid in Capital, Other | 1,647,150 | |||
Loans Payable | 238,610 | 235,949 | 239,308 | |
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 | 1,800% | |||
Martus | ||||
Short-Term Debt [Line Items] | ||||
Long-Term Debt, Gross | $ 95,407 | $ 94,342 | 100,634 | |
Debt Instrument, Payment Terms | Note was issued on October 23, 2018 and due on January 2, 2024 | Note was issued on October 23, 2018 and due on January 3, 2023 | ||
Debt Instrument, Interest Rate, Stated Percentage | 5% | 500% | ||
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 due on October 4, 2022 | |||
Debt Instrument, Interest Rate, Stated Percentage | 700% | |||
Darlene Covi19 | ||||
Short-Term Debt [Line Items] | ||||
Long-Term Debt, Gross | $ 100,255 | $ 108,150 | 109,690 | |
Debt Instrument, Payment Terms | Note was issued on April 1, 2020 and due on March 31, 2025 | Note was issued on April 1, 2020 and due on March 31, 2025 | ||
Debt Instrument, Interest Rate, Stated Percentage | 0% | 0% | ||
Loan Payable [Member] | ||||
Short-Term Debt [Line Items] | ||||
Debt Instrument, Unamortized Discount | 7,406 | |||
Third Party Loans [Member] | ||||
Short-Term Debt [Line Items] | ||||
Increase (Decrease) in Other Loans | 0 | 600,000 | ||
Financing Receivable, Unamortized Loan Cost (Fee) and Purchase Premium (Discount) | 0 | 66,666 | ||
Payments for Loans | 232,018 | 344,483 | ||
Loans Payable [Member] | ||||
Short-Term Debt [Line Items] | ||||
Interest Expense | $ 3,645 | $ 7,481 | 22,234 | 191,281 |
Amortization of Debt Discount (Premium) | $ 0 | $ 7,407 | 7,407 | $ 78,481 |
Loan Settlement [Member] | ||||
Short-Term Debt [Line Items] | ||||
Loans Payable | $ 1,516,667 | |||
[custom:CommonStockIssuedForSettlementOfDebtShares] | 2,230,394 | |||
[custom:CommonStockIssuedForSettlementOfDebtValue] | $ 2,056,530 |
NOTE 8 - CONVERTIBLE LOANS (Det
NOTE 8 - CONVERTIBLE LOANS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Short-Term Debt [Line Items] | |||||
Amortization of Debt Discount (Premium) | $ 0 | $ 372,290 | |||
Repayments of Convertible Debt | 0 | 250,000 | $ (250,000) | ||
Debt Conversion, Converted Instrument, Amount | 422,295 | 422,295 | |||
[custom:ResolutionOfDerivativeLiabilitiesValue] | $ 240,258 | 1,792,582 | 708,611 | $ 708,611 | |
Common Stock [Member] | |||||
Short-Term Debt [Line Items] | |||||
Debt Conversion, Converted Instrument, Amount | $ 422,295 | ||||
[custom:CommonStockIssuedForConversionOfDebtShares] | 6,080,632 | ||||
[custom:ResolutionOfDerivativeLiabilitiesValue] | |||||
Convertible Loans [Member] | |||||
Short-Term Debt [Line Items] | |||||
Interest Expense | 0 | 33,429 | |||
Debt Instrument, Increase, Accrued Interest | $ 0 | $ 6,027 |
NOTE 9 - WARRANTS - Schedule of
NOTE 9 - WARRANTS - Schedule of Warrant Summary (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | 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 | 4,800,000 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 2 | ||
[custom:WeightedAverageRemainingLifeOfWarrantsGrantedInPeriod] | 1 year 5 months 26 days | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Period Increase (Decrease) | 5,262,465 | 32,467,713 | |
[custom:IncreaseInNumberOfWarrantsWeightedAverageExercisePrice] | 0.17 | $ 0.14 | |
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsIncreasedByVWAPOutstandingWeightedAverageRemainingLife] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Exercised | 2,941,177 | 14,155,138 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | 0.18 | $ 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 | 11 months 19 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 9 _ WARRANTS (Details Narr
NOTE 9 – WARRANTS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2021 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 14, 2022 | Nov. 14, 2022 | Apr. 05, 2022 | |
Class of Warrant or Right [Line Items] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted | 4,800,000 | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 2 | |||||
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. Thereafter, the Holder shall undertake to exercise not less than (i) $400,000 of the Options on a “cash basis” not later than the later of (y) November 14, 2022 or (z) the date on which there is an effective registration statement permitting the issuance of the Option Shares to or resale of the Option Shares by the Holder and (ii) an additional $400,000 of the Options on a “cash basis” not later than the latest of (x) thirty (30) days following the exercise of the Option under subsection (i), above, (y) December 14, 2022, or (z) the date on which there is an effective registration statement permitting the issuance of the Option Shares to or resale of the Option Shares by the Holder. From and after the occurrence of the three above-referenced exercises, each additional exercise of Options hereunder shall be in an amount not less than $200,000 and exercised only on a cash basis. | |||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 400,000 | $ 400,000 | ||||
Apollo Management Group [Member] | ||||||
Class of Warrant or Right [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. | 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 $0.20 shall be 48,000,000 shares. |
NOTE - 10 DERIVATIVE LIABILITY
NOTE - 10 DERIVATIVE LIABILITY - Schedule of Fair Value Measurement of Liabilities (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Dividends | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum | 4.67% | 0.06% | 0.07% |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum | 4.94% | 4.73% | 0.09% |
Minimum [Member] | |||
Average Term of Credit Risk Derivatives | 6 months | 9 months | 1 month 28 days |
Available-for-Sale, Securities in Unrealized Loss Positions, Qualitative Disclosure, Other, Fair Value Volatility, Rate | 77% | 83% | 145% |
Maximum [Member] | |||
Average Term of Credit Risk Derivatives | 8 months 12 days | 1 year 5 months 26 days | 1 year 2 months 4 days |
Available-for-Sale, Securities in Unrealized Loss Positions, Qualitative Disclosure, Other, Fair Value Volatility, Rate | 81% | 152% | 241% |
NOTE 10 - DERIVATIVE LIABILITY
NOTE 10 - DERIVATIVE LIABILITY - Fair Value Measurements Using Significant Observable Inputs (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Note 10 Derivative Liabilities | |||||
Derivative, Fair Value, Net | $ 921,222 | $ 1,357,787 | $ 1,025,691 | ||
[custom:ResolutionOfDerivativeLiabilitiesValue] | 240,258 | 1,792,582 | 708,611 | $ 708,611 | |
Debt Securities, Held-to-Maturity, Transfer, Derivative Hedge, Gain (Loss) | $ 196,307 | 1,706,536 | $ 317,080 | ||
Debtor Reorganization Items, Write-off of Debt Issuance Costs and Debt Discounts | 500,000 | ||||
Embedded Derivative, Gain (Loss) on Embedded Derivative, Net | $ 943,833 |
NOTE 10- DERIVATIVE LIABILITY -
NOTE 10- DERIVATIVE LIABILITY - Schedule of Change in Fair Value of Derivative Liability Included in Income Statement (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Note 10 Derivative Liabilities | ||||
Unrealized Gain (Loss) on Derivatives | $ 943,833 | |||
[custom:RevaluationOfDerivativeLiabilities] | 196,307 | 1,706,536 | 317,080 | |
Fair Value, Net Derivative Asset (Liability), Recurring Basis, Still Held, Unrealized Gain (Loss) | $ 196,307 | $ 2,650,369 | $ 317,080 |
NOTE 11 _ STOCKHOLDERS_ EQUITY
NOTE 11 – STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | 24 Months Ended | ||||||||||
Jan. 07, 2022 | Jan. 07, 2021 | Jan. 07, 2021 | Nov. 11, 2020 | Nov. 03, 2020 | Apr. 14, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2023 | Jan. 03, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
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 | ||||||||||
Preferred Stock, Shares Authorized | 1,200,000 | 1,200,000 | |||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |||||||||||
Incremental Common Shares Attributable to Dilutive Effect of Conversion of Preferred Stock | 21,000,000 | ||||||||||||
Stock Issued During Period, Shares, New Issues | 14,118,153 | 51,638,526 | |||||||||||
Stock Issued During Period, Value, Acquisitions | $ 1,550,000 | ||||||||||||
[custom:StockIssuedDuringPeriodValueAssetAcquisition] | 357,500 | ||||||||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 60,000 | ||||||||||||
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture | $ 11,230 | $ 41,139 | 107,600 | $ 1,037,568 | |||||||||
[custom:CommonStockIssuedForSettlementOfDebtValue2] | 80,674 | 2,056,530 | |||||||||||
Stock Issued During Period, Shares, Conversion of Units | 400,000 | ||||||||||||
Stock Issued During Period, Value, Conversion of Units | $ 2,941,177 | $ 400,000 | 400,000 | ||||||||||
[custom:SubscriptionReceivable] | 100,000 | 100,000 | |||||||||||
Common Stock, Value, Subscriptions | $ 100,000 | ||||||||||||
Extinguishment of Debt, Amount | $ 1,516,667 | ||||||||||||
Stock Issued During Period, Shares, Issued for Services | 195,000 | ||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 284,700 | ||||||||||||
[custom:CommonStockIssuedForForbearanceOfDebtValue] | 49,925 | 49,925 | |||||||||||
Debt Conversion, Converted Instrument, Amount | $ 422,295 | $ 422,295 | |||||||||||
Common Stock, Shares, Outstanding | 164,596,688 | 161,595,511 | 147,477,358 | ||||||||||
Series A Preferred Stock [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [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 | 10,000 | |||||||||||
Series B Preferred Stock [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Preferred Stock, Shares Authorized | 200,000 | ||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | ||||||||||||
Preferred Stock, Shares Outstanding | 21,000 | ||||||||||||
Preferred Class B [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Preferred Stock, Shares Authorized | 200,000 | 200,000 | 200,000 | ||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||
Preferred Stock, Shares Outstanding | 21,000 | 21,000 | |||||||||||
Preferred Stock, Shares Issued | 21,000 | 21,000 | |||||||||||
Series C Preferred Stock [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Preferred Stock, Shares Authorized | 200,000 | 200,000 | 200,000 | ||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | ||||||||||||
Preferred Stock, Shares Outstanding | 0 | ||||||||||||
Preferred Stock, Shares Issued | 0 | ||||||||||||
Preferred Stock [Member] | Series A Preferred Stock [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
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. | 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. | |||||||||||
[custom:PreferredStockIssuedForConversionOfCommonStockShares] | |||||||||||||
Stock Issued During Period, Shares, New Issues | |||||||||||||
Stock Issued During Period, Shares, Acquisitions | |||||||||||||
Stock Issued During Period, Value, Acquisitions | |||||||||||||
[custom:StockIssuedDuringPeriodSharesAssetAcquisition] | |||||||||||||
[custom:StockIssuedDuringPeriodValueAssetAcquisition] | |||||||||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | |||||||||||||
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture | |||||||||||||
[custom:CommonStockIssuedForSettlementOfDebtShares] | |||||||||||||
Stock Issued During Period, Shares, Conversion of Units | |||||||||||||
Stock Issued During Period, Value, Conversion of Units | |||||||||||||
Stock Issued During Period, Shares, Issued for Services | |||||||||||||
Stock Issued During Period, Value, Issued for Services | |||||||||||||
[custom:CommonStockIssuedForForbearanceOfDebtShares] | |||||||||||||
[custom:CommonStockIssuedForForbearanceOfDebtValue] | |||||||||||||
[custom:CancellationOfCommonStockShares] | |||||||||||||
Preferred Stock [Member] | Series B Preferred Stock [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
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 restriction on sales into the market of no more than 5% previous month’s stock liquidity. | 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. | |||||||||||
[custom:PreferredStockIssuedForConversionOfCommonStockShares] | 21,000 | 21,000 | |||||||||||
Stock Issued During Period, Shares, New Issues | |||||||||||||
Stock Issued During Period, Shares, Acquisitions | |||||||||||||
Stock Issued During Period, Value, Acquisitions | |||||||||||||
[custom:StockIssuedDuringPeriodSharesAssetAcquisition] | |||||||||||||
[custom:StockIssuedDuringPeriodValueAssetAcquisition] | |||||||||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | |||||||||||||
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture | |||||||||||||
[custom:CommonStockIssuedForSettlementOfDebtShares] | |||||||||||||
Stock Issued During Period, Shares, Conversion of Units | |||||||||||||
Stock Issued During Period, Value, Conversion of Units | |||||||||||||
Stock Issued During Period, Shares, Issued for Services | |||||||||||||
Stock Issued During Period, Value, Issued for Services | |||||||||||||
[custom:CommonStockIssuedForForbearanceOfDebtShares] | |||||||||||||
[custom:CommonStockIssuedForForbearanceOfDebtValue] | |||||||||||||
[custom:CancellationOfCommonStockShares] | |||||||||||||
Preferred Stock [Member] | Series C Preferred Stock [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
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. | 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. | $0.001 | ||||||||||
Common Stock [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
[custom:PreferredStockIssuedForConversionOfCommonStockShares] | (21,000,000) | ||||||||||||
Stock Issued During Period, Shares, New Issues | 2,000,000 | 2,000,000 | 41,562,500 | ||||||||||
[custom:StockIssuedDuringPeriodValueNewIssuesWithSubscription] | $ 1,000,000 | $ 6,536,250 | |||||||||||
Stock Issued During Period, Shares, Acquisitions | 5,066,667 | ||||||||||||
Stock Issued During Period, Value, Acquisitions | $ 5,067 | ||||||||||||
[custom:StockIssuedDuringPeriodSharesAssetAcquisition] | 550,000 | ||||||||||||
[custom:StockIssuedDuringPeriodValueAssetAcquisition] | $ 550 | ||||||||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 60,000 | 60,000 | 240,000 | 1,320,000 | |||||||||
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture | $ 60 | $ 60 | $ 240 | $ 1,320 | |||||||||
[custom:CommonStockIssuedForSettlementOfDebtShares] | 161,367 | 2,230,394 | |||||||||||
[custom:CommonStockIssuedForSettlementOfDebtValue2] | $ 80,674 | $ 2,056,530 | |||||||||||
Stock Issued During Period, Shares, Conversion of Units | 2,941,177 | 6,100,119 | |||||||||||
Stock Issued During Period, Value, Conversion of Units | $ 6,100 | ||||||||||||
Stock Issued During Period, Shares, Issued for Services | 195,000 | ||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 195 | ||||||||||||
[custom:CommonStockIssuedForForbearanceOfDebtShares] | 250,000 | ||||||||||||
[custom:CommonStockIssuedForForbearanceOfDebtValue] | $ 250 | ||||||||||||
[custom:CommonStockIssuedForConversionOfDebtShares] | 6,080,632 | ||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 422,295 | ||||||||||||
[custom:CancellationOfCommonStockShares] | 1,294,600 | 1,294,600 | |||||||||||
[custom:CommonStockRetainedByFINRA] | 400,000 | 400,000 |
NOTE 12 - PROVISION FOR INCOME
NOTE 12 - PROVISION FOR INCOME TAXES - Deferred Tax Assets and Reconciliation of Income Taxes (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |||
Net Operating loss carryforward | $ 15,540,294 | $ 12,332,310 | |
Effective Income Tax Rate Reconciliation, Percent | 2,100% | 2,100% | |
Deferred tax asset | $ 3,263,462 | $ 2,589,785 | |
Foreign taxes | (7,118) | (7,242) | |
Less: valuation allowance | 2,816,209 | 2,136,141 | |
Net deferred tax asset | $ 440,135 | $ 446,402 | $ 445,100 |
NOTE 12 _ PROVISION FOR INCOM_3
NOTE 12 – PROVISION FOR INCOME TAXES (Details Narrative) | Dec. 31, 2022 USD ($) |
Income Tax Disclosure [Abstract] | |
[custom:DeferredTaxAssetsOperatingLossCarryforwardsApproximate-0] | $ 15,540,000 |
NOTE 13 - RELATED PARTY TRANS_2
NOTE 13 - RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||||||
Allowance for Loan and Lease Losses, Write-offs | $ 10,148 | |||||
Proceeds from Collection of (Payments to Fund) Long-Term Loans to Related Parties | $ 300 | 700 | $ 226 | |||
Due from Related Parties | 326,324 | $ 424,086 | ||||
Repayments of Related Party Debt | $ 90,787 | |||||
Due to Related Parties, Current | 26,613 | 26,613 | ||||
Management Fee Expense | $ 144,000 | $ 558,000 | 576,000 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested in Period, Fair Value | 107,600 | 1,037,568 | ||||
Financial Guarantee Insurance Contracts, Risk Management Activities, Mitigating Claim Liabilities, Accrued Liabilities | $ 104,628 | 79,628 | 92,229 | |||
C E O [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Increase (Decrease) in Notes Receivable, Related Parties | 220,674 | |||||
Increase (Decrease) in Due to Officers and Stockholders | 8,004 | |||||
Related Party One [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Increase (Decrease) in Notes Receivable, Related Parties | 1,000 | 220,674 | ||||
Proceeds from Collection of (Payments to Fund) Long-Term Loans to Related Parties | 700 | 226 | ||||
C E O And C F O [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Repayments of Related Party Debt | $ 0 | $ 90,787 |
NOTE 14 _ COMMITMENTS AND CON_2
NOTE 14 – COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Feb. 11, 2021 | |
Lessee, Operating Lease, Term of Contract | 12 months | 12 months | |||
Operating Lease, Expense | $ 900 | $ 20,150 | $ 73,865 | $ 37,823 | |
Noninterest Expense Directors Fees | $ 5,000 | ||||
Supplemental Unemployment Benefits, Severance Benefits | $ 12,600 | ||||
Common Stock [Member] | |||||
[custom:CancellationOfCommonStockShares] | 1,294,600 | 1,294,600 | |||
[custom:CommonStockRetainedByFINRA] | 400,000 | 400,000 |
NOTE 15 - SEGMENT - Schedule of
NOTE 15 - SEGMENT - Schedule of Operating Activities by Geographic Segment (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||||
Revenues | $ 24,666,529 | $ 19,419,311 | $ 93,203,532 | $ 64,702,018 | $ 64,702,018 |
Cost of revenue | 23,449,793 | 18,935,251 | 91,412,016 | 63,168,303 | 63,168,303 |
Gross profit | 1,216,736 | 484,060 | 1,791,516 | 1,533,715 | 1,533,715 |
Operating expenses | |||||
General and administration | 1,534,266 | 989,498 | 4,983,176 | 4,517,631 | 4,517,631 |
Operating income (loss) | (317,530) | (505,438) | (3,191,660) | (2,983,916) | (2,983,916) |
Other income (expense) | 158,708 | (19,293) | (2,674,101) | (880,085) | (880,085) |
Net income (loss) | (158,822) | (524,731) | (5,865,761) | (3,864,001) | $ (3,864,001) |
Assets | |||||
Current assets | 6,736,967 | 6,436,590 | 6,566,524 | ||
Non-current assets | 6,149,957 | 6,112,894 | 2,493,118 | ||
Liabilities | |||||
Current liabilities | 6,301,031 | 6,451,679 | 2,363,015 | ||
Non-current liabilities | 256,233 | 262,388 | 275,729 | ||
U S A [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 24,847,671 | 18,475,113 | 94,188,685 | 60,112,852 | |
Cost of revenue | 23,825,886 | 18,193,952 | 93,162,695 | 59,274,781 | |
Gross profit | 1,021,785 | 281,161 | 1,025,990 | 838,071 | |
Operating expenses | |||||
General and administration | 1,350,956 | 781,300 | 4,216,107 | 3,733,579 | |
Operating income (loss) | (329,171) | (500,139) | (3,190,117) | (2,895,508) | |
Other income (expense) | 174,955 | (29,841) | (2,679,759) | (897,507) | |
Net income (loss) | (154,216) | (529,980) | (5,869,876) | (3,793,015) | |
Assets | |||||
Current assets | 6,419,124 | 6,496,354 | 5,783,859 | ||
Non-current assets | 11,631,453 | 11,646,662 | 4,468,491 | ||
Liabilities | |||||
Current liabilities | 5,378,018 | 5,967,729 | 1,070,972 | ||
Non-current liabilities | |||||
Switzerland [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 1,347,435 | 1,026,080 | 4,913,216 | 4,681,978 | |
Cost of revenue | 1,152,484 | 823,181 | 4,147,690 | 3,986,334 | |
Gross profit | 194,951 | 202,899 | 765,526 | 695,644 | |
Operating expenses | |||||
General and administration | 183,310 | 208,198 | 767,069 | 784,052 | |
Operating income (loss) | 11,641 | (5,299) | (1,543) | (88,408) | |
Other income (expense) | (16,247) | 10,548 | 5,658 | 17,422 | |
Net income (loss) | (4,606) | 5,249 | 4,115 | (70,986) | |
Assets | |||||
Current assets | 1,235,556 | 1,172,889 | 997,216 | ||
Non-current assets | 703,066 | 650,794 | 609,189 | ||
Liabilities | |||||
Current liabilities | 1,840,726 | 1,716,603 | 1,506,594 | ||
Non-current liabilities | 256,233 | 262,388 | 275,729 | ||
Elimination [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | (1,528,577) | (81,882) | (5,898,369) | (92,812) | |
Cost of revenue | (1,528,577) | (81,882) | (5,898,369) | (92,812) | |
Gross profit | |||||
Operating expenses | |||||
General and administration | |||||
Operating income (loss) | |||||
Other income (expense) | |||||
Net income (loss) | |||||
Assets | |||||
Current assets | (917,713) | (1,232,653) | (214,551) | ||
Non-current assets | (6,184,562) | (6,184,562) | (2,584,562) | ||
Liabilities | |||||
Current liabilities | (917,713) | (1,232,653) | (214,551) | ||
Non-current liabilities |
NOTE 16 _ SUBSEQUENT EVENTS. (D
NOTE 16 – SUBSEQUENT EVENTS. (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Apr. 14, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |
Subsequent Events [Abstract] | |||
Stock Issued During Period, Value, Conversion of Units | $ 2,941,177 | $ 400,000 | $ 400,000 |
Stock Issued During Period, Shares, Conversion of Units | 400,000 |