Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 27, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 000-55984 | ||
Entity Registrant Name | IQSTEL Inc. | ||
Entity Central Index Key | 0001527702 | ||
Entity Tax Identification Number | 45-2808620 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Address, Address Line One | 300 Aragon Avenue | ||
Entity Address, Address Line Two | Suite 375 | ||
Entity Address, City or Town | Coral Gables | ||
Entity Address, State or Province | FL | ||
Entity Address, Postal Zip Code | 33134 | ||
City Area Code | 954 | ||
Local Phone Number | 951-819 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 22,926,663 | ||
Entity Common Stock, Shares Outstanding | 176,329,933 | ||
Auditor Firm ID | 1013 | ||
Auditor Name | Urish Popeck & Co., LLC | ||
Auditor Location | Pittsburgh, Pennsylvania |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash | $ 1,362,668 | $ 1,329,389 |
Accounts receivable, net | 12,539,774 | 4,209,125 |
Inventory | 27,121 | 26,124 |
Due from related parties | 340,515 | 326,324 |
Prepaid and other current assets | 1,449,094 | 545,628 |
Total Current Assets | 15,719,172 | 6,436,590 |
Property and equipment, net | 522,997 | 401,021 |
Intangible asset | 99,592 | 99,592 |
Goodwill | 5,172,146 | 5,172,146 |
Deferred tax assets | 426,755 | 440,135 |
Other asset | 214,991 | |
TOTAL ASSETS | 22,155,653 | 12,549,484 |
Current Liabilities | ||
Accounts payable | 2,966,279 | 2,254,636 |
Accrued and other current liabilities | 9,993,585 | 2,482,352 |
Due to related parties | 26,613 | 26,613 |
Loans payable - net of discount of $32,334 and $0, respectively | 493,164 | 94,342 |
Loans payable - related parties | 259,447 | 235,949 |
Convertible note - net of discount of $10,428 and $0, respectively | 101,856 | |
Derivative liabilities | 1,357,787 | |
Total Current Liabilities | 13,840,944 | 6,451,679 |
Loans payable, non-current | 99,099 | 108,150 |
Employee benefits, non-current | 169,738 | 154,238 |
TOTAL LIABILITIES | 14,109,781 | 6,714,067 |
Stockholders' Equity | ||
Common stock: 300,000,000 authorized; $0.001 par value 172,129,630 and 161,595,511 shares issued and outstanding, respectively | 172,130 | 161,595 |
Additional paid in capital | 34,360,884 | 31,136,120 |
Accumulated deficit | (26,084,133) | (24,504,395) |
Accumulated other comprehensive loss | (25,340) | (33,557) |
Equity attributed to stockholders of iQSTEL Inc. | 8,423,582 | 6,759,794 |
Deficit attributable to noncontrolling interests | (377,710) | (924,377) |
TOTAL STOCKHOLDERS' EQUITY | 8,045,872 | 5,835,417 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 22,155,653 | 12,549,484 |
Preferred Class A [Member] | ||
Stockholders' Equity | ||
Preferred stock: 1,200,000 authorized; $0.001 par value | 10 | 10 |
Preferred Class B [Member] | ||
Stockholders' Equity | ||
Preferred stock: 1,200,000 authorized; $0.001 par value | 31 | 21 |
Preferred Class C [Member] | ||
Stockholders' Equity | ||
Preferred stock: 1,200,000 authorized; $0.001 par value | ||
Preferred Class D [Member] | ||
Stockholders' Equity | ||
Preferred stock: 1,200,000 authorized; $0.001 par value |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Instrument, Unamortized Discount | $ 32,334 | $ 0 |
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | $ 10,428 | $ 0 |
Preferred Stock, Shares Authorized | 1,200,000 | 1,200,000 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 300,000,000 | 300,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares, Issued | 172,129,630 | 161,595,511 |
Common Stock, Shares, Outstanding | 172,129,630 | 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 | 31,080 | 21,000 |
Preferred Stock, Shares Outstanding | 31,080 | 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 |
Preferred Class D [Member] | ||
Preferred Stock, Shares Authorized | 75,000 | 75,000 |
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 - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Revenues | $ 144,502,351 | $ 93,203,532 |
Cost of revenue | 139,830,338 | 91,412,016 |
Gross profit | 4,672,013 | 1,791,516 |
Operating expenses | ||
General and administration | 4,987,516 | 4,983,176 |
Total operating expenses | 4,987,516 | 4,983,176 |
Operating loss | (315,503) | (3,191,660) |
Other income (expense) | ||
Other income | 8,403 | 118,871 |
Other expenses | (199,276) | (112,962) |
Interest expense | (94,908) | (29,641) |
Change in fair value of derivative liabilities | 381,848 | (2,650,369) |
Total other income (expense) | 96,067 | (2,674,101) |
Net loss before provision for income taxes | (219,436) | (5,865,761) |
Income taxes | ||
Net loss | (219,436) | (5,865,761) |
Less: Net income attributable to noncontrolling interests | 543,822 | 101,713 |
Net loss attributed to iQSTEL Inc. | (763,258) | (5,967,474) |
Dividend on Series B Preferred Stock | (816,480) | |
Net loss attributed to stockholders of iQSTEL Inc. | (1,579,738) | (5,967,474) |
Comprehensive income (loss) | ||
Foreign currency adjustment | 16,112 | 6,080 |
Total comprehensive loss | (203,324) | (5,859,681) |
Less: Comprehensive income attributable to noncontrolling interests | 551,717 | 104,692 |
Net comprehensive loss attributed to iQSTEL Inc. | $ (755,041) | $ (5,964,373) |
Basic and diluted loss per common share | $ (0.01) | $ (0.04) |
Weighted average number of common shares outstanding - Basic and diluted | 167,281,028 | 151,850,443 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Preferred Stock [Member] Series A Preferred Stock [Member] | Preferred Stock [Member] Series B Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Comprehensive Income [Member] | Total | Noncontrolling Interest [Member] | AOCI Including Portion Attributable to Noncontrolling Interest [Member] |
Balance - December 31, 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 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 compensation | $ 240 | 107,360 | 107,600 | 107,600 | |||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 240,000 | ||||||||
Common stock issued for settlement of debt | $ 161 | 80,513 | 80,674 | 80,674 | |||||
[custom:CommonStockIssuedForSettlementOfDebtShares] | 161,367 | ||||||||
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 | ||||||||
Common stock payable | 18,900 | 18,900 | 18,900 | ||||||
Resolution of derivative liabilities upon exercise of warrant | $ 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) | |||||
Balance - December 31, 2023 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 acquisitions of subsidiaries | |||||||||
Common stock issued for asset acquisition | |||||||||
Common stock issued for compensation | $ 240 | 42,650 | $ 42,890 | 42,890 | |||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 240,000 | 240,000 | |||||||
Common stock issued for warrant exercises | $ 1,400,000 | ||||||||
Stock Issued During Period, Shares, Conversion of Units | 10,294,119 | ||||||||
Common stock payable | |||||||||
Resolution of derivative liabilities upon exercise of warrant | 975,939 | $ 975,939 | 975,939 | ||||||
Foreign currency translation adjustments | 8,217 | 8,217 | 7,895 | 16,112 | |||||
Net income (loss) | (763,258) | (763,258) | 543,822 | (219,436) | |||||
Series B Preferred stock issued as dividend | $ 10 | 816,470 | (816,480) | ||||||
[custom:StockIssuedDuringPeriodSharesSeriesBPreferredIssuedAsDividend] | 10,080 | ||||||||
Common stock issued for warrant exercises | $ 10,295 | 1,389,705 | 1,400,000 | 1,400,000 | |||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 10,294,119 | ||||||||
[custom:ResolutionOfDerivativeLiabilitiesShares] | |||||||||
Dividend to non-controlling interest | (5,050) | (5,050) | |||||||
[custom:DividendToNonControllingInterestShares] | |||||||||
Balance - December 31, 2023 at Dec. 31, 2023 | $ 10 | $ 31 | $ 172,130 | $ 34,360,884 | $ (26,084,133) | $ (25,340) | $ 8,423,582 | $ (377,710) | $ 8,045,872 |
Shares, Issued at Dec. 31, 2023 | 10,000 | 31,080 | 172,129,630 |
Consoolidated Statements of Cas
Consoolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (219,436) | $ (5,865,761) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 42,890 | 126,500 |
Bad debt expense | 8,815 | 34,376 |
Loss on disposal of asset | 7,200 | |
Depreciation and amortization | 128,737 | 120,117 |
Amortization of debt discount | 38,758 | 7,407 |
Change in fair value of derivative liabilities | (381,848) | 2,650,369 |
Deferred tax assets | 53,568 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (8,010,726) | (799,533) |
Inventory | (997) | (26,124) |
Prepaid and other current assets | (1,085,279) | (23,728) |
Due from related parties | 93,264 | 96,863 |
Accounts payable | 1,217,926 | (265,511) |
Accrued and other current liabilities | 6,623,327 | 2,179,965 |
Net cash used in operating activities | (1,483,801) | (1,765,060) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Acquisitions of subsidiaries, net of cash acquired | (1,889,132) | |
Purchase of property and equipment | (220,045) | (112,074) |
Advances of loan receivable - related party | (192,154) | (1,000) |
Collection of amounts due from related parties | 79,649 | 700 |
Net cash used in investing activities | (332,550) | (2,001,506) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from loans payable | 375,000 | |
Repayments of loans payable | (18,559) | (232,018) |
Proceeds from common stock issued | 1,100,000 | |
Proceeds from exercise of warrants | 1,400,000 | 400,000 |
Proceeds from convertible notes | 250,000 | |
Deposit for option | 500,000 | |
Repayment of convertible notes | (172,476) | |
Net cash provided by financing activities | 1,833,965 | 1,767,982 |
Effect of exchange rate changes on cash | 15,665 | (6,840) |
Net change in cash | 33,279 | (2,005,424) |
Cash, beginning of period | 1,329,389 | 3,334,813 |
Cash, end of period | 1,362,668 | 1,329,389 |
Supplemental cash flow information | ||
Cash paid for interest | 45,282 | 3,333 |
Cash paid for taxes | ||
Non-cash transactions: | ||
Common Stock payable | 18,900 | |
Series B Preferred stock issued as dividend | $ 816,480 | |
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 | 80,674 | |
Common stock issued for exercise of cashless warrants | 3,790 | |
Common stock issued for settlement of debt | 80,674 | |
Non-cash dividend for collection of loan receivable - related parties | 5,050 | |
Resolution of derivative liabilities upon exercise of warrants | $ 975,939 | $ 1,792,582 |
NOTE 1 -ORGANIZATION AND DESCRI
NOTE 1 -ORGANIZATION AND DESCRIPTION OF BUSINESS | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NOTE 1 -ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 -ORGANIZATION AND DESCRIPTION OF BUSINESS Organization and Operations iQSTEL Inc. (“iQSTEL”, “we”, “us”, or the “Company”) was incorporated under the laws of the State of Nevada on June 24, 2011 The Company has been engaged in the business of telecommunication services as a wholesale carrier of voice, SMS and data for other telecom companies around the World active interconnection agreements with mobile companies, fixed line companies and other wholesale carriers. Acquisitions On May 13, 2022, we entered into a Company Acquisition Agreement regarding the acquisition of 51% Whisl telecom LLC (“Whisl”) On June 1, 2022, we entered into a Company Acquisition Agreement regarding the acquisition of 51% Smartbiz Telecom LLC (“Smartbiz”). Both acquisitions are detailed in Note 4. |
NOTE 2 -SUMMARY OF SIGNIFICANT
NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 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 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 During the years ended December 31, 2023 and 2022, the Company recorded bad debt expense of $8,815 $34,376 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 5 years 5 years 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 for SwissLink 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, 2023, 12 customers represented 89% 88% 52% 57% 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 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 | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NOTE 3 - GOING CONCERN | NOTE 3 - GOING CONCERN The Company's consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has suffered recurring losses from operations and does not have an established source of revenues sufficient to cover its operating costs. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish its business plan and eventually attain profitable operations. During the next year, the Company's foreseeable cash requirements will relate to continual development of the operations of its business, maintaining its good standing in the industry and continuing its marketing efforts. The Company may experience a cash shortfall and be required to raise additional capital. Historically, the Company has relied upon funds from its stockholders. Management may raise additional capital through future public or private offerings of the Company's stock or through loans from private investors, although there can be no assurance that it will be able to obtain such financing. The Company's failure to do so could have a material and adverse effect upon its operations and its stockholders. |
NOTE 4 - ACQUISITIONS
NOTE 4 - ACQUISITIONS | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
NOTE 4 - ACQUISITIONS | NOTE 4 - ACQUISITIONS On May 13, 2022, we entered into a Company Acquisition Agreement (Purchase Agreement) with US Acquisitions, LLC, a California limited liability company (Seller) concerning the contemplated sale by Seller and the purchase by us of 51% 51% $1,800,000 $1,250,000 $550,000 1,461,653 On June 1, 2022, we entered into a Purchase Agreement for the purchase of 51% $1,800,000 $800,000 $1,000,000 2,850,330 Smartbiz and Whisl have been included in our consolidated results of operations since the acquisition dates. The following table summarizes the fair value of the consideration paid by the Company: Whisl May 13, Fair Value of Consideration: 2022 Cash $ 1,250,000 1,461,653 550,000 Total Purchase Price $ 1,800,000 Smartbiz June 1, Fair Value of Consideration: 2022 Cash $ 800,000 2,850,330 1,000,000 Total Purchase Price $ 1,800,000 An additional 754,684 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 as though the Company acquired Smartbiz and Whisl on January 1, 2022, are set forth below: December 31, 2022 Revenues $ 103,353,405 Cost of revenues 101,717,011 Gross profit 1,636,394 Operating expenses 5,762,097 Operating loss (4,125,703 ) Other expense (2,674,101 ) Net Loss $ (6,799,804 ) |
NOTE 5 _ PREPAID AND OTHER CURR
NOTE 5 – PREPAID AND OTHER CURRENT ASSETS - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | 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, 2023 and 2022 consisted of the following: December 31, December 31, 2023 2022 Other receivable $ 312,116 $ 120,139 Prepaid expenses 738,050 26,600 Advance payment 21,000 21,000 Tax receivable 428 389 Deposit for acquisition of asset 357,500 357,500 Security deposit 20,000 20,000 Total prepaid and other current assets $ 1,449,094 $ 545,628 | |
Other receivable | $ 312,116 | $ 120,139 |
Prepaid expenses | 738,050 | 26,600 |
Advance payment | 21,000 | 21,000 |
Tax receivable | 428 | 389 |
Deposit for acquisition of asset | 357,500 | 357,500 |
Security deposit | 20,000 | 20,000 |
Total prepaid and other current assets | $ 1,449,094 | $ 545,628 |
NOTE 6 _ PROPERTY AND EQUIPMENT
NOTE 6 – PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
NOTE 6 – PROPERTY AND EQUIPMENT | NOTE 6 – PROPERTY AND EQUIPMENT Property and equipment at December 31, 2023 and 2022 consisted of the following: December 31, December 31, 2023 2022 Telecommunication equipment $ 386,700 $ 317,958 Telecommunication software 836,840 640,566 Other equipment 99,892 99,126 Total property and equipment 1,323,432 1,057,650 Accumulated depreciation and amortization ( 800,435 ) ( 656,629 ) Total property and equipment $ 522,997 $ 401,021 Depreciation expense for the years ended December 31, 2023 and 2022 amounted to $128,737 $120,117 NOTE 7 –LOANS PAYABLE Loans payable at December 31, 2023 and 2022 consisted of the following: December 31, December 31, Interest 2023 2022 Term rate Martus $ 103,738 $ 94,342 Note was issued on October 23, 2018 and due on January 2, 2024 5.0 % Darlene Covid19 99,099 108,150 Note was issued on April 1, 2020 and due on March 31, 2025 0.0 % Promissory note payable 165,000 — Note was issued April 4, 2023 and due on April 4, 2024 24.0 % Promissory note payable 256,760 — Note was issued December 6, 2023 and due on October 15, 2024 12.0 % Total 624,597 202,492 Less: Unamortized debt discount ( 32,334 ) — Total loans payable 592,263 202,492 Less: Current portion of loans payable ( 493,164 ) ( 94,342 ) Long-term loans payable $ 99,099 $ 108,150 Loans payable - related parties at December 31, 2023 and 2022 consisted of the following: December 31, December 31, Interest 2023 2022 Term rate 49% of Shareholder of SwissLink $ 21,606 $ 19,649 Note is due on demand 0 % 49% of Shareholder of SwissLink 237,841 216,300 Note is due on demand 5 % Total 259,447 235,949 Less: Current portion of loans payable –related parties 259,447 235,949 Long-term loans payable – related parties $ — $ — During the years ended December 31, 2023 and 2022, the Company borrowed from third parties totaling $421,760 $0 $46,760 $0 $18,559 $232,018 During the years ended December 31, 2023 and 2022, the Company recorded interest expense of $32,231 $22,234 $14,426 $7,407 |
NOTE 8 - CONVERTIBLE LOANS
NOTE 8 - CONVERTIBLE LOANS | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
NOTE 8 - CONVERTIBLE LOANS | NOTE 8 - CONVERTIBLE LOANS During the year ended December 31, 2023, the Company borrowed from a third party totaling $284,760 $34,760 12% Accrued, unpaid interest and outstanding principal shall be paid in 10 payments each in the amount of $31,893 beginning on July 16, 2023 The note is convertible at the option of the holders at any time following an event of default, and the conversion price is 75% multiplied by the lowest trading price of Company’s common stock during the 10 trading days prior to the conversion date During the years ended December 31, 2023 and 2022, the Company recorded interest expense of $23,919 $0 $24,332 $0 |
NOTE 9 _ WARRANTS
NOTE 9 – WARRANTS | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
NOTE 9 – WARRANTS | 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 November 14, 2022 $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 Shares 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 Granted — — — Increase in number of warrants by VWAP 5,262,465 0.14 — Exercised ( 10,294,119 ) 0.14 0.70 Expired ( 18,080,921 ) — — Outstanding, December 31, 2023 — $ — — |
NOTE 10 _ DERIVATIVE LIABILITIE
NOTE 10 – DERIVATIVE LIABILITIES | 12 Months Ended |
Dec. 31, 2023 | |
Note 10 Derivative Liabilities | |
NOTE 10 – DERIVATIVE LIABILITIES | 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, 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 years ended December 31, 2023 and 2022, the estimated fair values of the liabilities measured on a recurring basis are as follows: Year ended December 31, 2023 2022 Expected term 0.00 0.70 0.75 1.49 Expected average volatility 18% 187% 83% 152% Expected dividend yield — — Risk-free interest rate 4.67% 5.55% 0.06% 4.73% The following table summarizes the changes in the derivative liabilities during the years ended December 31, 2023 and 2022: Fair Value Measurements Using Significant Observable Inputs (Level 3) 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 Settled on issuance of common stock ( 975,939 Change in fair value of the warrants ( 381,848 Balance – December 31, 2023 $ — The following table summarizes the change in fair value of derivative liabilities included in the income statement for the years ended December 31, 2023 and 2022, respectively. Years ended December 31, 2023 2022 Addition of new derivatives recognized as loss on derivatives $ — $ 943,833 Revaluation of derivative liabilities ( 381,848 1,706,536 ) Change in fair value of derivative liabilities $ ( 381,848 $ 2,650,369 ) |
NOTE 11 _ STOCKHOLDERS_ EQUITY
NOTE 11 – STOCKHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
NOTE 11 – STOCKHOLDERS’ EQUITY | NOTE 11 – STOCKHOLDERS’ EQUITY Common Stock The Company’s authorized capital consists of 300,000,000 $0.001 During the year ended December 31, 2023, the Company issued 10,534,119 • 240,000 $42,890 • 10,294,119 $1,400,000 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 $1,000,000 • 5,066,667 $1,550,000 • 550,000 $357,500 • 240,000 $107,600 • 161,367 $80,674 • 6,100,119 $400,000 As of December 31, 2023 and 2022, 172,129,630 161,595,511 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 holders of Series A Preferred Stock will participate on an equal basis per-share with holders of our common stock in any distribution upon winding up, dissolution, or liquidation. Holders of Series A Preferred Stock are entitled to vote together with the holders of our common stock on all matters submitted to stockholders at a rate of 51% of the total vote of stockholders. The rights of the holders of Series A Preferred Stock are defined in the relevant Certificate of Designation filed with the Nevada Secretary of State on November 3, 2020 As of December 31, 2023 and 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 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. In August 2023, the Company declared and issued 10,080 $816,480 As of December 31, 2023 and 2022, 31,080 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 holders of Series C Preferred Stock will rank junior to the Series B Preferred Stock, but on par with common stock and Series A Preferred Stock in any distribution upon winding up, dissolution, or liquidation of the company, as provided in the designation. The holders of shares of Series C Preferred Stock have no dividend rights except as may be declared by the Board in its sole and absolute discretion, out of funds legally available for that purpose. Holders of Series C Preferred Stock do not have voting rights but may convert into common stock after twenty four months from the issuance date, at a conversion rate of one thousand (1,000) shares of Common Stock for every one (1) share of Series C Preferred Stock. Upon conversion, the shares are subject to a one-year restriction on sales into the market of no more than 5% previous month’s stock liquidity. The rights of the holders of Series C Preferred Stock are defined in the relevant Certificate of Designation filed with the Nevada Secretary of State on January 7, 2021. As of December 31, 2023 and 2022, no Series D Preferred Stock On November 3, 2023, pursuant to Article III of our Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock entitled Series D Preferred Stock, consisting of up 75,000 $0.001 holders of shares of Series D 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 D Preferred Stock do not have voting rights but may convert into common stock at a conversion rate of one thousand (1,000) shares of Common Stock for every one (1) share of Series D Preferred Stock. The rights of the holders of Series D Preferred Stock are defined in the relevant Certificate of Designation filed with the Nevada Secretary of State on November 3, 2023. As of December 31, 2023 and 2022, no |
NOTE 12 _ PROVISION FOR INCOME
NOTE 12 – PROVISION FOR INCOME TAXES | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 and 2022, are as follows: December 31, December 31, 2023 2022 Net Operating loss carryforward $ 13,457,361 $ 15,540,294 Effective tax rate 21 % 21 % Deferred tax asset 2,826,046 3,263,462 Foreign taxes (7,276 ) (7,118 ) Less: valuation allowance (2,392,015 ) (2,816,209 ) Net deferred tax asset $ 426,755 $ 440,135 As of December 31, 2023, the Company has approximately $13,500,000 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 2017 through 2023 are subject to review by the tax authorities. |
NOTE 13 - RELATED PARTY TRANSAC
NOTE 13 - RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
NOTE 13 - RELATED PARTY TRANSACTIONS | NOTE 13 - RELATED PARTY TRANSACTIONS Due from related party During the years ended December 31, 2023 and 2022, the Company loaned $192,154 $1,000 $79,649 $700 As of December 31, 2023 and 2022, the Company had amounts due from related parties of $340,515 and $326,324 , respectively. The loans are unsecured, non-interest bearing and due on demand. Due to related parties As of December 31, 2023 and 2022, the Company had amounts due to related parties of $26,613 Employment agreements During the years ended December 31, 2023 and 2022, the Company recorded management salaries of $516,000 $576,000 $42,890 $107,600 As of December 31, 2023 and 2022, the Company recorded and accrued management salaries of $100,128 $79,628 |
NOTE 14 _ COMMITMENTS AND CONTI
NOTE 14 – COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
NOTE 14 – COMMITMENTS AND CONTINGENCIES | 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 $5,954 $73,865 |
NOTE 15 - SEGMENT
NOTE 15 - SEGMENT | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
NOTE 15 - SEGMENT | NOTE 15 - SEGMENT At December 31, 2023 and 2022, the Company operates in one industry segment, telecommunication services, and two geographic segments, USA and Switzerland, where current assets and equipment are located . Operating Activities The following table shows operating activities information by geographic segment for the years ended December 31, 2023 and 2022: Year ended December 31, 2023 NOTE 15 - SEGMENT - Schedule of Operating Activities by Geographic Segment USA Switzerland Elimination Total Revenues $ 144,466,050 5,530,738 $ (5,494,437 ) $ 144,502,351 Cost of revenue 140,610,403 4,714,372 (5,494,437 ) 139,830,338 Gross profit 3,855,647 816,366 — 4,672,013 Operating expenses General and administration 4,263,805 723,711 — 4,987,516 Operating income (loss) (408,158 ) 92,655 — (315,503 ) Other income (expense) 189,284 (93,217 ) — 96,067 Net income (loss) $ (218,874 ) $ (562 ) $ — $ (219,436 ) Year ended December 31, 2022 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 ) Asset Information The following table shows asset information by geographic segment as of December 31, 2023 and 2022: December 31, 2023 USA Switzerland Elimination Total Assets Current assets $ 14,537,969 $ 1,874,627 $ (693,424 ) $ 15,719,172 Non-current assets $ 11,810,606 $ 810,437 $ (6,184,562 ) $ 6,436,481 Liabilities Current liabilities $ 11,978,244 $ 2,556,124 $ (693,424 ) $ 13,840,944 Non-current liabilities $ 139 $ 268,698 $ — $ 268,837 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 16 _ SUBSEQUENT EVENTS.
NOTE 16 – SUBSEQUENT EVENTS. | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
NOTE 16 – SUBSEQUENT EVENTS. | NOTE 16 – SUBSEQUENT EVENTS Subsequent to December 31, 2023 and through the date that these financials were made available, the Company had the following subsequent events: Acquisition On January 19, 2024, we entered into a Share Purchase Agreement (“Purchase Agreement”) with Yukon River Holdings, Ltd. (“Yukon River”), a corporation formed under the laws of the British Virgin Islands (“Seller”) concerning the contemplated sale by Seller and the purchase by us of 51% of the ordinary shares Seller holds in QXTEL LIMITED, a company incorporated in England and Wales. The purchase price (the “Purchase Price”) payable to the Seller for the shares is $5,000,000. Upon the execution of the Purchase Agreement, we agreed to deposit $1,500,000 of the Purchase Price into the trust account of a law firm acting as escrow agent (the “Escrow Agent”) as a nonrefundable deposit to evidence our good faith intention to purchase the shares. If the Purchase Agreement does not close before April 30, 2024, the deposit is non-refundable. If the Purchase Agreement closes, the deposit will be credited against the Purchase Price. At closing, in addition to the $1,500,000 with the Escrow Agent that will form part of the Purchase Price, we are required to pay $1,500,000 in cash and $2,000,000 to the Seller, either (A) in the form of a promissory note (the “Promissory Note”), or (B) by the delivery of iQSTEL shares to Seller. Seller may decide the form of payment between the Promissory Note or the share of iQSTEL, and if a Promissory Note is chosen, we have agreed to allow Seller the option to exchange the Promissory Note for shares of iQSTEL. Debt On January 24, 2024, we entered into a securities purchase agreement (the “SPA”) with M2B Funding Corp., a Florida corporation, for it to purchase up to the principal amount of $3,888,888.89 in secured convertible promissory notes (the “Notes”) for an aggregate purchase price of $3,500,000.00 (the “Purchase Price”), which Notes are convertible into shares (“Conversion Shares”) of our common stock with an initial conversion price of $0.11 per share. Each noteholder shall receive shares of common stock (“Kicker Shares”) in an amount equal to ten percent of the principal amount of any Note issued divided by $0.11. The Notes are secured by all of our assets under a Security Agreement signed with the SPA. The initial tranche was executed in January 2024 for $2,222,222.22 in face value of Notes and Kicker Shares, with an original issue discount of $222,222.22, a second and a third tranches were executed in March 2024 for $1,111,111.11 and $555,555.56 respectively in face value of Notes and Kicker Shares, with an original issue discount of US $111,111.11 and $55,555.56 respectively. Each one-year note bears interest at 18% per annum. Share issuance • 1,770,000 shares of common stock were issued valued at $0.10. • 2,020,202 shares of common stock were issued valued at $0.11. • 1,010,101 shares of common stock were issued valued at $0.11. |
NOTE 1 -ORGANIZATION AND DESC_2
NOTE 1 -ORGANIZATION AND DESCRIPTION OF BUSINESS (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [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 on June 24, 2011 The Company has been engaged in the business of telecommunication services as a wholesale carrier of voice, SMS and data for other telecom companies around the World 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. |
NOTE 2 -SUMMARY OF SIGNIFICAN_2
NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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. |
Use of Estimates | 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 | Business Combinations In accordance with ASC 805-10, “ Business Combinations |
Foreign Currency Translation and Re-measurement | Foreign Currency Translation and Re-measurement The Company translates its foreign operations to 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 |
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 During the years ended December 31, 2023 and 2022, the Company recorded bad debt expense of $8,815 $34,376 |
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 5 years 5 years |
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 for SwissLink 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 | 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 year ended December 31, 2023, 12 customers represented 89% 88% 52% 57% |
Financial Instruments | Financial Instruments The Company follows ASC 820, “ Fair Value Measurements and Disclosures, Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The carrying values of our financial instruments, including, cash; accounts receivable; prepaid and other current assets; accounts payable; accrued liabilities and other current liabilities; and due from/to related parties approximate their fair values due to the short-term maturities of these financial instruments. Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated. It is not, however, practical to determine the fair value of amounts due to related parties due to their related party nature. |
Derivative Financial Instruments | Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. We evaluate all of our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company used a Black Scholes valuation model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. |
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,” |
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. |
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. |
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. The Company has reviewed all other recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on our financial statements. |
NOTE 4 - ACQUISITIONS (Tables)
NOTE 4 - ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
NOTE 4 - ACQUISITIONS - Whisl Consideration | May 13, Fair Value of Consideration: 2022 Cash $ 1,250,000 1,461,653 550,000 Total Purchase Price $ 1,800,000 |
NOTE 4 - ACQUISITIONS - Smartbiz Consideration | June 1, Fair Value of Consideration: 2022 Cash $ 800,000 2,850,330 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 6 _ PROPERTY AND EQUIPME_2
NOTE 6 – PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
NOTE 4 - PROPERTY AND EQUIPMENT - Schedule of Propery Plant and Equipment | December 31, December 31, 2023 2022 Telecommunication equipment $ 386,700 $ 317,958 Telecommunication software 836,840 640,566 Other equipment 99,892 99,126 Total property and equipment 1,323,432 1,057,650 Accumulated depreciation and amortization ( 800,435 ) ( 656,629 ) Total property and equipment $ 522,997 $ 401,021 |
NOTE 7 - LOANS PAYABLE - Schedule of Loans Payable | December 31, December 31, Interest 2023 2022 Term rate Martus $ 103,738 $ 94,342 Note was issued on October 23, 2018 and due on January 2, 2024 5.0 % Darlene Covid19 99,099 108,150 Note was issued on April 1, 2020 and due on March 31, 2025 0.0 % Promissory note payable 165,000 — Note was issued April 4, 2023 and due on April 4, 2024 24.0 % Promissory note payable 256,760 — Note was issued December 6, 2023 and due on October 15, 2024 12.0 % Total 624,597 202,492 Less: Unamortized debt discount ( 32,334 ) — Total loans payable 592,263 202,492 Less: Current portion of loans payable ( 493,164 ) ( 94,342 ) Long-term loans payable $ 99,099 $ 108,150 |
NOTE 7 - LOANS PAYABLE - Schedule of Loans Payable to Related Parties | December 31, December 31, Interest 2023 2022 Term rate 49% of Shareholder of SwissLink $ 21,606 $ 19,649 Note is due on demand 0 % 49% of Shareholder of SwissLink 237,841 216,300 Note is due on demand 5 % Total 259,447 235,949 Less: Current portion of loans payable –related parties 259,447 235,949 Long-term loans payable – related parties $ — $ — |
NOTE 9 _ WARRANTS (Tables)
NOTE 9 – WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
NOTE 9 - WARRANTS - Schedule of Warrant Summary | Warrants Outstanding Weighted Average Weighted Average Remaining Shares 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 Granted — — — Increase in number of warrants by VWAP 5,262,465 0.14 — Exercised ( 10,294,119 ) 0.14 0.70 Expired ( 18,080,921 ) — — Outstanding, December 31, 2023 — $ — — |
NOTE 10 _ DERIVATIVE LIABILIT_2
NOTE 10 – DERIVATIVE LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Note 10 Derivative Liabilities | |
NOTE - 10 DERIVATIVE LIABILITY - Schedule of Fair Value Measurement of Liabilities | Year ended December 31, 2023 2022 Expected term 0.00 0.70 0.75 1.49 Expected average volatility 18% 187% 83% 152% Expected dividend yield — — Risk-free interest rate 4.67% 5.55% 0.06% 4.73% |
NOTE 10 - DERIVATIVE LIABILITY - Fair Value Measurements Using Significant Observable Inputs | Fair Value Measurements Using Significant Observable Inputs (Level 3) 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 Settled on issuance of common stock ( 975,939 Change in fair value of the warrants ( 381,848 Balance – December 31, 2023 $ — |
NOTE 10- DERIVATIVE LIABILITY - Schedule of Change in Fair Value of Derivative Liability Included in Income Statement | Years ended December 31, 2023 2022 Addition of new derivatives recognized as loss on derivatives $ — $ 943,833 Revaluation of derivative liabilities ( 381,848 1,706,536 ) Change in fair value of derivative liabilities $ ( 381,848 $ 2,650,369 ) |
NOTE 12 _ PROVISION FOR INCOM_2
NOTE 12 – PROVISION FOR INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
NOTE 12 - PROVISION FOR INCOME TAXES - Deferred Tax Assets and Reconciliation of Income Taxes | December 31, December 31, 2023 2022 Net Operating loss carryforward $ 13,457,361 $ 15,540,294 Effective tax rate 21 % 21 % Deferred tax asset 2,826,046 3,263,462 Foreign taxes (7,276 ) (7,118 ) Less: valuation allowance (2,392,015 ) (2,816,209 ) Net deferred tax asset $ 426,755 $ 440,135 |
NOTE 15 - SEGMENT (Tables)
NOTE 15 - SEGMENT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
NOTE 15 - SEGMENT - Schedule of Operating Activities by Geographic Segment | Year ended December 31, 2023 NOTE 15 - SEGMENT - Schedule of Operating Activities by Geographic Segment USA Switzerland Elimination Total Revenues $ 144,466,050 5,530,738 $ (5,494,437 ) $ 144,502,351 Cost of revenue 140,610,403 4,714,372 (5,494,437 ) 139,830,338 Gross profit 3,855,647 816,366 — 4,672,013 Operating expenses General and administration 4,263,805 723,711 — 4,987,516 Operating income (loss) (408,158 ) 92,655 — (315,503 ) Other income (expense) 189,284 (93,217 ) — 96,067 Net income (loss) $ (218,874 ) $ (562 ) $ — $ (219,436 ) Year ended December 31, 2022 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 ) Asset Information The following table shows asset information by geographic segment as of December 31, 2023 and 2022: December 31, 2023 USA Switzerland Elimination Total Assets Current assets $ 14,537,969 $ 1,874,627 $ (693,424 ) $ 15,719,172 Non-current assets $ 11,810,606 $ 810,437 $ (6,184,562 ) $ 6,436,481 Liabilities Current liabilities $ 11,978,244 $ 2,556,124 $ (693,424 ) $ 13,840,944 Non-current liabilities $ 139 $ 268,698 $ — $ 268,837 December 31, 2022 USA Switzerland Elimination Total Assets Current assets $ 6,496,354 $ 1,172,889 $ (1,232,653 ) $ 6,436,590 Non-current assets $ 11,646,662 $ 650,794 $ (6,184,562 ) $ 6,112,894 Liabilities Current liabilities $ 5,967,729 $ 1,716,603 $ (1,232,653 ) $ 6,451,679 Non-current liabilities $ — $ 262,388 $ — $ 262,388 |
NOTE 1 -ORGANIZATION AND DESC_3
NOTE 1 -ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) | 1 Months Ended | 12 Months Ended | ||
May 13, 2022 | May 13, 2022 | Jun. 01, 2022 | Dec. 31, 2023 | |
Restructuring Cost and Reserve [Line Items] | ||||
Entity Incorporation, Date of Incorporation | Jun. 24, 2011 | |||
Whisl Telecom L L C [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Noncash or Part Noncash Acquisition, Interest Acquired | 51% | 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 ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Cash Equivalents, at Carrying Value | $ 0 | $ 0 |
Allowance for Loan and Lease Loss, Recovery of Bad Debts | $ 8,815 | $ 34,376 |
Twelve Customers [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Concentration Risk, Percentage | 89% | 88% |
No Bad Debt Risk Customers [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Concentration Risk, Percentage | 52% | 57% |
Computer Equipment [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 3 years | |
Telecommunications [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 5 years | |
Computer Software, Intangible Asset [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 5 years |
NOTE 4 - ACQUISITIONS - Whisl C
NOTE 4 - ACQUISITIONS - Whisl Consideration (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Jun. 01, 2022 | May 13, 2022 | Dec. 31, 2022 | Jun. 01, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
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 | $ 800,000 | ||||
Stock Issued During Period, Shares, Acquisitions | 2,850,330 | 754,684 | 2,850,330 | |||
Stock Issued During Period, Value, Acquisitions | $ 1,000,000 | $ 1,000,000 | ||||
Acquisition Costs, Cumulative | $ 1,800,000 | $ 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 | Jun. 01, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
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 | $ 800,000 | |||
Stock Issued During Period, Shares, Acquisitions | 2,850,330 | 754,684 | 2,850,330 | ||
Stock Issued During Period, Value, Acquisitions | $ 1,000,000 | $ 1,000,000 | |||
Acquisition Costs, Cumulative | $ 1,800,000 | $ 1,800,000 |
NOTE 4 - ACQUISITIONS - Whisl A
NOTE 4 - ACQUISITIONS - Whisl Assets and Liabilities Acquired (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | May 13, 2022 |
Business Acquisition [Line Items] | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 357,500 | $ 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 ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Jun. 01, 2022 | |
Business Acquisition [Line Items] | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 357,500 | $ 357,500 | |
Revenues | 144,502,351 | 93,203,532 | |
Cost of revenues | 139,830,338 | 91,412,016 | |
Gross profit | 4,672,013 | 1,791,516 | |
Operating expenses | 4,987,516 | 4,983,176 | |
Operating loss | (315,503) | (3,191,660) | |
Other expense | 96,067 | (2,674,101) | |
Net Loss | (763,258) | $ (5,967,474) | |
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 | ||
Pro Forma Acquisitions [Member] | |||
Business Acquisition [Line Items] | |||
Revenues | 103,353,405 | ||
Cost of revenues | 101,717,011 | ||
Gross profit | 1,636,394 | ||
Operating expenses | 5,762,097 | ||
Operating loss | (4,125,703) | ||
Other expense | (2,674,101) | ||
Net Loss | $ (6,799,804) |
NOTE 4 - ACQUISITIONS (Details
NOTE 4 - ACQUISITIONS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Jun. 01, 2022 | May 13, 2022 | May 13, 2022 | Dec. 31, 2022 | Jun. 01, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
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 | $ 1,800,000 | |||||
Acquisition Costs, Period Cost | 800,000 | ||||||
Stock Issued During Period, Value, Acquisitions | $ 1,000,000 | $ 1,000,000 | |||||
Stock Issued During Period, Shares, Acquisitions | 2,850,330 | 754,684 | 2,850,330 |
NOTE 4 - PROPERTY AND EQUIPMENT
NOTE 4 - PROPERTY AND EQUIPMENT - Schedule of Propery Plant and Equipment (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | $ 800,435 | $ 656,629 |
Property, Plant and Equipment, Net | 522,997 | 401,021 |
Technology Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 386,700 | 317,958 |
Software Development [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 836,840 | 640,566 |
Other Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 99,892 | 99,126 |
Total [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 1,323,432 | $ 1,057,650 |
NOTE 7 - LOANS PAYABLE - Schedu
NOTE 7 - LOANS PAYABLE - Schedule of Loans Payable (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | ||
Long-Term Debt, Gross | $ 624,597 | $ 202,492 |
Debt Instrument, Unamortized Discount | 32,334 | 0 |
Long-Term Debt | 592,263 | 202,492 |
Long-Term Debt, Current Maturities | 493,164 | 94,342 |
Long-Term Debt, Excluding Current Maturities | 99,099 | 108,150 |
Martus | ||
Short-Term Debt [Line Items] | ||
Long-Term Debt, Gross | $ 103,738 | 94,342 |
Debt Instrument, Payment Terms | Note was issued on October 23, 2018 and due on January 2, 2024 | |
Debt Instrument, Interest Rate, Stated Percentage | 500% | |
Darlene Covi19 | ||
Short-Term Debt [Line Items] | ||
Long-Term Debt, Gross | $ 99,099 | 108,150 |
Debt Instrument, Payment Terms | Note was issued on April 1, 2020 and due on March 31, 2025 | |
Debt Instrument, Interest Rate, Stated Percentage | 0% | |
Promissory Note One [Member] | ||
Short-Term Debt [Line Items] | ||
Long-Term Debt, Gross | $ 165,000 | |
Debt Instrument, Payment Terms | Note was issued April 4, 2023 and due on April 4, 2024 | |
Debt Instrument, Interest Rate, Stated Percentage | 2,400% | |
Promissory Note Two [Member] | ||
Short-Term Debt [Line Items] | ||
Long-Term Debt, Gross | $ 256,760 | |
Debt Instrument, Payment Terms | Note was issued December 6, 2023 and due on October 15, 2024 | |
Debt Instrument, Interest Rate, Stated Percentage | 1,200% | |
Loans Payable One [Member] | ||
Short-Term Debt [Line Items] | ||
Debt Instrument, Unamortized Discount | $ 32,334 |
NOTE 7 - LOANS PAYABLE - Sche_2
NOTE 7 - LOANS PAYABLE - Schedule of Loans Payable to Related Parties (Details) - USD ($) | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Short-Term Debt [Line Items] | |||
Loans Payable | $ 259,447 | $ 235,949 | |
Other Loans Payable, Current | 259,447 | 235,949 | |
Loans Payable, Noncurrent | |||
49% of Shareholder of SwissLink 1 | |||
Short-Term Debt [Line Items] | |||
Loans Payable | 21,606 | 19,649 | |
Debt Instrument, Interest Rate, Stated Percentage | 0% | ||
49% of Shareholder of SwissLink 2 | |||
Short-Term Debt [Line Items] | |||
Loans Payable | $ 237,841 | $ 216,300 | |
Debt Instrument, Interest Rate, Stated Percentage | 500% |
NOTE 6 _ PROPERTY AND EQUIPME_3
NOTE 6 – PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | ||
Depreciation, Depletion and Amortization, Nonproduction | $ 128,737 | $ 120,117 |
Third Party Loans [Member] | ||
Short-Term Debt [Line Items] | ||
Increase (Decrease) in Other Loans | 421,760 | 0 |
Financing Receivable, Unamortized Loan Cost (Fee) and Purchase Premium (Discount) | 46,760 | 0 |
Payments for Loans | 18,559 | 232,018 |
Loans Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Interest Expense | 32,231 | 22,234 |
Amortization of Debt Discount (Premium) | $ 14,426 | $ 7,407 |
NOTE 8 - CONVERTIBLE LOANS (Det
NOTE 8 - CONVERTIBLE LOANS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | ||
Long-Term Debt, Gross | $ 624,597 | $ 202,492 |
Convertible Note One [Member] | ||
Short-Term Debt [Line Items] | ||
Long-Term Debt, Gross | 284,760 | |
Interest on Convertible Debt, Net of Tax | $ 34,760 | |
Debt Instrument, Interest Rate, Stated Percentage | 12% | |
Debt Instrument, Payment Terms | Accrued, unpaid interest and outstanding principal shall be paid in 10 payments each in the amount of $31,893 beginning on July 16, 2023 | |
Debt Instrument, Convertible, Terms of Conversion Feature | The note is convertible at the option of the holders at any time following an event of default, and the conversion price is 75% multiplied by the lowest trading price of Company’s common stock during the 10 trading days prior to the conversion date | |
Interest Expense | $ 23,919 | 0 |
Amortization of Debt Discount (Premium) | $ 24,332 | $ 0 |
NOTE 9 - WARRANTS - Schedule of
NOTE 9 - WARRANTS - Schedule of Warrant Summary (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 23,112,575 | ||
Share-Based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ 0.17 | ||
Warrants and Rights Outstanding, Term | 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 | 10,294,119 | 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 | 18,080,921 | ||
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 ($) | 12 Months Ended | ||||
Apr. 05, 2022 | Dec. 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 | ||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 400,000 | ||||
Apollo Management Group [Member] | |||||
Short-Term Debt [Line Items] | |||||
Debt Instrument, Call Feature | The Holder’s obligation to exercise each specified portion of this option on the specific dates above is subject to the volume-weighted average price (“VWAP”, market value), being not less than $0.20 per share on the relevant option exercise date. Adjusted option shares at VWAP of $0.20 shall be 48,000,000 shares. | ||||
Apollo Option [Member] | |||||
Short-Term Debt [Line Items] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted | 4,800,000 | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 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 | ||||
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 |
NOTE - 10 DERIVATIVE LIABILITY
NOTE - 10 DERIVATIVE LIABILITY - Schedule of Fair Value Measurement of Liabilities (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Dividends | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum | 4.67% | 0.06% |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum | 5.55% | 4.73% |
Minimum [Member] | ||
Average Term of Credit Risk Derivatives | 0 years | 9 months |
Available-for-Sale, Securities in Unrealized Loss Positions, Qualitative Disclosure, Other, Fair Value Volatility, Rate | 18% | 83% |
Maximum [Member] | ||
Average Term of Credit Risk Derivatives | 8 months 12 days | 1 year 5 months 26 days |
Available-for-Sale, Securities in Unrealized Loss Positions, Qualitative Disclosure, Other, Fair Value Volatility, Rate | 187% | 152% |
NOTE 10 - DERIVATIVE LIABILITY
NOTE 10 - DERIVATIVE LIABILITY - Fair Value Measurements Using Significant Observable Inputs (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Note 10 Derivative Liabilities | |||
Derivative, Fair Value, Net | $ 1,357,787 | ||
Debtor Reorganization Items, Debt Issuance Cost and Debt Discount, Writeoff | 500,000 | ||
Embedded Derivative, Gain (Loss) on Embedded Derivative, Net | 943,833 | ||
[custom:ResolutionOfDerivativeLiabilitiesValue] | 975,939 | 1,792,582 | |
Debt Securities, Held-to-Maturity, Transfer, Derivative Hedge, Gain (Loss) | $ 381,848 | $ 1,706,536 |
NOTE 10- DERIVATIVE LIABILITY -
NOTE 10- DERIVATIVE LIABILITY - Schedule of Change in Fair Value of Derivative Liability Included in Income Statement (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Note 10 Derivative Liabilities | ||
Unrealized Gain (Loss) on Derivatives | $ 943,833 | |
[custom:RevaluationOfDerivativeLiabilities] | 381,848 | 1,706,536 |
Fair Value, Net Derivative Asset (Liability), Recurring Basis, Still Held, Unrealized Gain (Loss) | $ 381,848 | $ 2,650,369 |
NOTE 11 _ STOCKHOLDERS_ EQUITY
NOTE 11 – STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Nov. 03, 2023 | Jan. 07, 2021 | Nov. 11, 2020 | Nov. 03, 2020 | Aug. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Common Stock, Shares Authorized | 300,000,000 | 300,000,000 | |||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 240,000 | ||||||
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture | $ 42,890 | $ 107,600 | |||||
Stock Issued During Period, Value, Conversion of Units | 1,400,000 | 400,000 | |||||
Stock Issued During Period, Value, New Issues | 1,000,000 | ||||||
Stock Issued During Period, Value, Acquisitions | 1,550,000 | ||||||
[custom:StockIssuedDuringPeriodValueAssetAcquisition] | 357,500 | ||||||
[custom:CommonStockIssuedForSettlementOfDebtValue2] | $ 80,674 | ||||||
Common Stock, Shares, Issued | 172,129,630 | 161,595,511 | |||||
Common Stock, Shares, Outstanding | 172,129,630 | 161,595,511 | |||||
Preferred Stock, Shares Authorized | 1,200,000 | 1,200,000 | |||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |||||
[custom:StockIssuedDuringPeriodValueSeriesBPreferredIssuedAsDividend] | |||||||
Series A Preferred Stock [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Preferred Stock, Shares Authorized | 10,000 | ||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | ||||||
Preferred Class A [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 Issued | 10,000 | 10,000 | |||||
Preferred Stock, Shares Outstanding | 10,000 | 10,000 | |||||
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 Issued | 31,080 | 21,000 | |||||
Preferred Stock, Shares Outstanding | 31,080 | 21,000 | |||||
[custom:StockIssuedDuringPeriodSharesSeriesBPreferredIssuedAsDividend] | 10,080 | ||||||
[custom:StockIssuedDuringPeriodValueSeriesBPreferredIssuedAsDividend] | $ 816,480 | ||||||
Series C 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 Class C [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Preferred Stock, Shares Authorized | 200,000 | 200,000 | |||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |||||
Preferred Stock, Shares Issued | 0 | 0 | |||||
Preferred Stock, Shares Outstanding | 0 | 0 | |||||
Series D Preferred Stock [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Preferred Stock, Shares Authorized | 75,000 | ||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | ||||||
Preferred Class D [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Preferred Stock, Shares Authorized | 75,000 | 75,000 | |||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |||||
Preferred Stock, Shares Issued | 0 | 0 | |||||
Preferred Stock, Shares Outstanding | 0 | 0 | |||||
Asset Acquisitions [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
[custom:StockIssuedDuringPeriodSharesAssetAcquisition] | 550,000 | ||||||
[custom:StockIssuedDuringPeriodValueAssetAcquisition] | $ 357,500 | ||||||
Total Issued In Period [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Stock Issued During Period, Shares, New Issues | 10,534,119 | ||||||
Common Stock [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Stock Issued During Period, Shares, New Issues | 2,000,000 | ||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 240,000 | 240,000 | |||||
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture | $ 240 | $ 240 | |||||
Stock Issued During Period, Shares, Conversion of Units | 10,294,119 | 6,100,119 | |||||
Stock Issued During Period, Value, Conversion of Units | $ 6,100 | ||||||
Stock Issued During Period, Value, New Issues | $ 2,000 | ||||||
Stock Issued During Period, Shares, Acquisitions | 5,066,667 | ||||||
Stock Issued During Period, Value, Acquisitions | $ 5,067 | ||||||
[custom:StockIssuedDuringPeriodSharesAssetAcquisition] | 550,000 | ||||||
[custom:StockIssuedDuringPeriodValueAssetAcquisition] | $ 550 | ||||||
[custom:CommonStockIssuedForSettlementOfDebtShares] | 161,367 | ||||||
[custom:CommonStockIssuedForSettlementOfDebtValue2] | $ 80,674 | ||||||
[custom:StockIssuedDuringPeriodSharesSeriesBPreferredIssuedAsDividend] | |||||||
[custom:StockIssuedDuringPeriodValueSeriesBPreferredIssuedAsDividend] | |||||||
Preferred Stock [Member] | Series A Preferred Stock [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
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 | |||||||
Stock Issued During Period, Value, New Issues | |||||||
Stock Issued During Period, Shares, Acquisitions | |||||||
Stock Issued During Period, Value, Acquisitions | |||||||
[custom:StockIssuedDuringPeriodSharesAssetAcquisition] | |||||||
[custom:StockIssuedDuringPeriodValueAssetAcquisition] | |||||||
[custom:CommonStockIssuedForSettlementOfDebtShares] | |||||||
Preferred Stock, Voting Rights | 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:StockIssuedDuringPeriodSharesSeriesBPreferredIssuedAsDividend] | |||||||
[custom:StockIssuedDuringPeriodValueSeriesBPreferredIssuedAsDividend] | |||||||
Preferred Stock [Member] | Series B Preferred Stock [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
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 | |||||||
Stock Issued During Period, Value, New Issues | |||||||
Stock Issued During Period, Shares, Acquisitions | |||||||
Stock Issued During Period, Value, Acquisitions | |||||||
[custom:StockIssuedDuringPeriodSharesAssetAcquisition] | |||||||
[custom:StockIssuedDuringPeriodValueAssetAcquisition] | |||||||
[custom:CommonStockIssuedForSettlementOfDebtShares] | |||||||
Preferred Stock, Voting Rights | 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. | ||||||
[custom:StockIssuedDuringPeriodSharesSeriesBPreferredIssuedAsDividend] | 10,080 | ||||||
[custom:StockIssuedDuringPeriodValueSeriesBPreferredIssuedAsDividend] | $ 10 | ||||||
Preferred Stock [Member] | Series C Preferred Stock [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Preferred Stock, Voting Rights | 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. | ||||||
Preferred Stock [Member] | Series D Preferred Stock [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
[custom:PreferredStockDividendRights] | holders of shares of Series D 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 | ||||||
Preferred Stock, Conversion Basis | Holders of Series D Preferred Stock do not have voting rights but may convert into common stock at a conversion rate of one thousand (1,000) shares of Common Stock for every one (1) share of Series D Preferred Stock. |
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, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Net Operating loss carryforward | $ 13,457,361 | $ 15,540,294 |
Effective Income Tax Rate Reconciliation, Percent | 2,100% | 2,100% |
Deferred tax asset | $ 2,826,046 | $ 3,263,462 |
Foreign taxes | (7,276) | (7,118) |
Less: valuation allowance | (2,392,015) | (2,816,209) |
Net deferred tax asset | $ 426,755 | $ 440,135 |
NOTE 12 _ PROVISION FOR INCOM_3
NOTE 12 – PROVISION FOR INCOME TAXES (Details Narrative) | Dec. 31, 2023 USD ($) |
Income Tax Disclosure [Abstract] | |
[custom:DeferredTaxAssetsOperatingLossCarryforwardsApproximate-0] | $ 13,500,000 |
NOTE 13 - RELATED PARTY TRANS_2
NOTE 13 - RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||
Proceeds from Collection of (Payments to Fund) Long-Term Loans to Related Parties | $ 79,649 | $ 700 |
Loans and Leases Receivable, Related Parties | 340,515 | 326,324 |
Notes and Loans Payable, Current | 26,613 | 26,613 |
Management Fee Expense | 516,000 | 576,000 |
Increase (Decrease) in Employee Related Liabilities | 42,890 | 107,600 |
Financial Guarantee Insurance Contracts, Risk Management Activities, Mitigating Claim Liabilities, Accrued Liabilities | 100,128 | 79,628 |
Related Party One [Member] | ||
Related Party Transaction [Line Items] | ||
Increase (Decrease) in Notes Receivable, Related Parties | 192,154 | 1,000 |
Proceeds from Collection of (Payments to Fund) Long-Term Loans to Related Parties | $ 79,649 | $ 700 |
NOTE 14 _ COMMITMENTS AND CON_2
NOTE 14 – COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Lessee, Operating Lease, Term of Contract | 12 months | |
Operating Lease, Expense | $ 5,954 | $ 73,865 |
NOTE 15 - SEGMENT - Schedule of
NOTE 15 - SEGMENT - Schedule of Operating Activities by Geographic Segment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Segment Reporting Information [Line Items] | ||
Revenues | $ 144,502,351 | $ 93,203,532 |
Cost of revenue | 139,830,338 | 91,412,016 |
Gross profit | 4,672,013 | 1,791,516 |
Operating expenses | ||
General and administration | 4,987,516 | 4,983,176 |
Operating loss | (315,503) | (3,191,660) |
Other income (expense) | 96,067 | (2,674,101) |
Net income (loss) | (219,436) | (5,865,761) |
Assets | ||
Current assets | 15,719,172 | 6,436,590 |
Non-current assets | 6,436,481 | 6,112,894 |
Liabilities | ||
Current liabilities | 13,840,944 | 6,451,679 |
Non-current liabilities | 268,837 | 262,388 |
U S A [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 144,466,050 | 94,188,685 |
Cost of revenue | 140,610,403 | 93,162,695 |
Gross profit | 3,855,647 | 1,025,990 |
Operating expenses | ||
General and administration | 4,263,805 | 4,216,107 |
Operating loss | (408,158) | (3,190,117) |
Other income (expense) | 189,284 | (2,679,759) |
Net income (loss) | (218,874) | (5,869,876) |
Assets | ||
Current assets | 14,537,969 | 6,496,354 |
Non-current assets | 11,810,606 | 11,646,662 |
Liabilities | ||
Current liabilities | 11,978,244 | 5,967,729 |
Non-current liabilities | 139 | |
Switzerland [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 5,530,738 | 4,913,216 |
Cost of revenue | 4,714,372 | 4,147,690 |
Gross profit | 816,366 | 765,526 |
Operating expenses | ||
General and administration | 723,711 | 767,069 |
Operating loss | 92,655 | (1,543) |
Other income (expense) | (93,217) | 5,658 |
Net income (loss) | (562) | 4,115 |
Assets | ||
Current assets | 1,874,627 | 1,172,889 |
Non-current assets | 810,437 | 650,794 |
Liabilities | ||
Current liabilities | 2,556,124 | 1,716,603 |
Non-current liabilities | 268,698 | 262,388 |
Elimination [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | (5,494,437) | (5,898,369) |
Cost of revenue | (5,494,437) | (5,898,369) |
Gross profit | ||
Operating expenses | ||
General and administration | ||
Operating loss | ||
Other income (expense) | ||
Net income (loss) | ||
Assets | ||
Current assets | (693,424) | (1,232,653) |
Non-current assets | (6,184,562) | (6,184,562) |
Liabilities | ||
Current liabilities | (693,424) | (1,232,653) |
Non-current liabilities |