Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 15, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-55984 | |
Entity Registrant Name | iQSTEL Inc. | |
Entity Central Index Key | 0001527702 | |
Entity Tax Identification Number | 45-2808620 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 300 Aragon Avenue | |
Entity Address, Address Line Two | Suite 375 | |
Entity Address, City or Town | Coral Gables | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33134 | |
City Area Code | 954 | |
Local Phone Number | 951-8191 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 176,834,984 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Current Assets | ||
Cash | $ 2,725,571 | $ 1,362,668 |
Accounts receivable, net | 9,000,237 | 12,539,774 |
Inventory | 26,936 | 27,121 |
Due from related parties | 391,745 | 340,515 |
Deposit for acquisition | 1,500,000 | |
Prepaid and other current assets | 1,975,266 | 1,449,094 |
Total Current Assets | 15,619,755 | 15,719,172 |
Property and equipment, net | 559,497 | 522,997 |
Intangible asset | 99,592 | 99,592 |
Goodwill | 5,172,146 | 5,172,146 |
Deferred tax assets | 426,755 | 426,755 |
Other asset | 241,025 | 214,991 |
TOTAL ASSETS | 22,118,770 | 22,155,653 |
Current Liabilities | ||
Accounts payable | 1,614,500 | 2,966,279 |
Accrued and other current liabilities | 8,010,927 | 9,993,585 |
Due to related parties | 26,613 | 26,613 |
Loans payable - net of discount of $0 and $3,750, respectively | 103,738 | 264,988 |
Loans payable - related parties | 259,447 | 259,447 |
Convertible notes - net of discount of $923,185 and $39,012, respectively | 3,469,435 | 330,032 |
Total Current Liabilities | 13,484,660 | 13,840,944 |
Loans payable, non-current | 90,214 | 99,099 |
Employee benefits, non-current | 169,738 | 169,738 |
TOTAL LIABILITIES | 13,744,612 | 14,109,781 |
Stockholders' Equity | ||
Common stock: 300,000,000 authorized; $0.001 par value 177,584,984 and 172,129,630 shares issued and outstanding, respectively | 177,585 | 172,130 |
Additional paid in capital | 35,263,931 | 34,360,884 |
Accumulated deficit | (26,893,900) | (26,084,133) |
Accumulated other comprehensive loss | (25,340) | (25,340) |
Equity attributed to stockholders of iQSTEL Inc. | 8,522,317 | 8,423,582 |
Deficit attributable to noncontrolling interests | (148,159) | (377,710) |
TOTAL STOCKHOLDERS' EQUITY | 8,374,158 | 8,045,872 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 22,118,770 | 22,155,653 |
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 | 31 |
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; $0.001 par value |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Instrument, Unamortized Discount | $ 0 | $ 3,750 |
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | $ 923,185 | $ 39,012 |
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 | 177,584,984 | 172,129,630 |
Common Stock, Shares, Outstanding | 177,584,984 | 172,129,630 |
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 Class B [Member] | ||
Preferred Stock, Shares Authorized | 200,000 | 200,000 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
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 Class D [Member] | ||
Preferred Stock, Shares Authorized | 75,000 | 75,000 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Revenues | $ 51,414,878 | $ 24,666,529 |
Cost of revenues | 50,035,852 | 23,449,793 |
Gross profit | 1,379,026 | 1,216,736 |
Operating expenses | ||
General and administration | 1,562,478 | 1,534,266 |
Total operating expenses | 1,562,478 | 1,534,266 |
Operating loss | (183,452) | (317,530) |
Other income (expense) | ||
Other income | 71,777 | |
Other expenses | (407) | (33,954) |
Interest expense | (365,474) | (3,645) |
Change in fair value of derivative liabilities | 196,307 | |
Gain (loss) on settlement of debt | (102,660) | |
Total other income (expense) | (396,764) | 158,708 |
Net loss before provision for income taxes | (580,216) | (158,822) |
Income taxes | ||
Net loss | (580,216) | (158,822) |
Less: Net income attributable to noncontrolling interests | 229,551 | 204,363 |
Net loss attributed to iQSTEL Inc. | (809,767) | (363,185) |
Comprehensive income (loss) | ||
Net loss | (580,216) | (158,822) |
Foreign currency adjustment | 1,577 | |
Total comprehensive loss | (580,216) | (157,245) |
Less: Comprehensive income attributable to noncontrolling interests | 229,551 | 205,136 |
Net comprehensive loss attributed to iQSTEL Inc. | $ (809,767) | $ (362,381) |
Basic and diluted loss per common share | $ 0 | $ 0 |
Weighted average number of common shares outstanding - Basic and diluted | 175,152,920 | 164,034,479 |
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] | AOCI Including Portion Attributable to Noncontrolling Interest [Member] | Noncontrolling Interest [Member] | Total |
Balance - December 31, 2022 at Dec. 31, 2022 | $ 10 | $ 21 | $ 161,595 | $ 31,136,120 | $ (24,504,395) | $ (33,557) | $ 6,759,794 | $ (924,377) | $ 5,835,417 |
Shares, Issued at Dec. 31, 2022 | 10,000 | 21,000 | 161,595,511 | ||||||
Common stock issued for compensation | $ 60 | 11,170 | 11,230 | 11,230 | |||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 60,000 | ||||||||
Common stock issued for settlement of debt | |||||||||
Common stock issued in conjunction with convertible notes | |||||||||
Net income (loss) | (363,185) | (363,185) | 204,363 | (158,822) | |||||
Common stock issued for warrant exercises | $ 2,942 | 397,058 | 400,000 | 400,000 | |||||
Stock Issued During Period, Shares, Conversion of Units | 2,941,177 | ||||||||
Resolution of derivative liabilities upon exercise of warrants | 240,258 | 240,258 | 240,258 | ||||||
[custom:ResolutionOfDerivativeLiabilitiesShares] | |||||||||
Foreign currency translation adjustments | 804 | 804 | 773 | 1,577 | |||||
Balance - March 31, 2023 at Mar. 31, 2023 | $ 10 | $ 21 | $ 164,597 | 31,784,606 | (24,867,580) | (32,753) | 7,048,901 | (719,241) | 6,329,660 |
Shares, Issued at Mar. 31, 2023 | 10,000 | 21,000 | 164,596,688 | ||||||
Balance - December 31, 2022 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 | ||||||
Common stock issued for compensation | $ 150 | 30,915 | 31,065 | 31,065 | |||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 150,000 | ||||||||
Common stock issued for settlement of debt | $ 1,770 | 277,890 | 279,660 | 279,660 | |||||
Stock Issued During Period, Shares, Other | 1,770,000 | ||||||||
Common stock issued in conjunction with convertible notes | $ 3,535 | 594,242 | 597,777 | 597,777 | |||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 3,535,354 | ||||||||
Net income (loss) | (809,767) | (809,767) | 229,551 | (580,216) | |||||
Resolution of derivative liabilities upon exercise of warrants | |||||||||
Balance - March 31, 2023 at Mar. 31, 2024 | $ 10 | $ 31 | $ 177,585 | $ 35,263,931 | $ (26,893,900) | $ (25,340) | $ 8,522,317 | $ (148,159) | $ 8,374,158 |
Shares, Issued at Mar. 31, 2024 | 10,000 | 31,080 | 177,584,984 |
Consoolidated Statements of Cas
Consoolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (580,216) | $ (158,822) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Stock-based compensation | 31,065 | 11,230 |
Bad debt expense | 725 | |
Depreciation and amortization | 35,161 | 34,060 |
Amortization of debt discount | 207,742 | |
Change in fair value of derivative liabilities | (196,307) | |
Loss on settlement of debt | 102,660 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 2,743,089 | 564,365 |
Inventory | 185 | |
Prepaid and other current assets | (552,204) | (16,204) |
Due from related parties | 5,131 | |
Accounts payable | (556,055) | 537,667 |
Accrued and other current liabilities | (1,969,040) | (583,957) |
Net cash (used in) provided by operating activities | (536,888) | 197,163 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Deposit for acquisitions of subsidiary | (1,500,000) | |
Purchase of property and equipment | (71,662) | (63,247) |
Purchase of intangible assets | (80,000) | |
Advances of loans receivable - related party | (51,230) | |
Collection of amounts due from related parties | 300 | |
Net cash used in investing activities | (1,622,892) | (142,947) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Repayments of loans payable | (8,885) | (9,006) |
Proceeds from exercise of warrants | 400,000 | |
Proceeds from convertible notes | 3,722,500 | |
Repayment of convertible notes | (190,932) | |
Net cash provided by financing activities | 3,522,683 | 390,994 |
Effect of exchange rate changes on cash | 2,627 | |
Net change in cash | 1,362,903 | 447,837 |
Cash, beginning of period | 1,362,668 | 1,329,389 |
Cash, end of period | 2,725,571 | 1,777,226 |
Supplemental cash flow information | ||
Cash paid for interest | 89,578 | |
Cash paid for taxes | ||
Non-cash transactions: | ||
Common stock issued for settlement of debt | 279,660 | |
Resolution of derivative liabilities upon exercise of warrants | 240,258 | |
Common stock issued in connection with convertible notes | $ 597,777 |
NOTE 1 -ORGANIZATION AND DESCRI
NOTE 1 -ORGANIZATION AND DESCRIPTION OF BUSINESS | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
NOTE 1 -ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 -ORGANIZATION AND DESCRIPTION OF BUSINESS Organization and Operations iQSTEL Inc. (“iQSTEL”, “we”, “us”, or the “Company”) was incorporated under the laws of the State of Nevada June 24, 2011 The Company has been engaged in the business of telecommunication services as a wholesale carrier of voice, SMS and data for other telecom companies around the World active interconnection agreements with mobile companies, fixed line companies and other wholesale carriers. The Company is a technology company with presence in 19 countries and 70 employees that is offering leading-edge services through its four business divisions. The Telecom Division, which represents the majority of current operations and which also represents the source for all of the Company’s revenues, offers VoIP, SMS, proprietary Internet of Things (IoT) solutions (www.iotsmartgas.com and www.iotsmarttank.com), and international fiber-optic connectivity through its subsidiaries: Etelix.com USA, LLC, SwissLink Carrier AG, Smartbiz Telecom LLC, Whisl Telecom LLC, IoT Labs, LLC, and QGlobal SMS, LLC. The Company’s developing Fintech Business Line offers a complete Fintech ecosystem MasterCard Debit Card, US Bank Account (No SSN Needed), Mobile App/Wallet (Remittances, Mobile Top Up). The Company’s Fintech subsidiary, Global Money One Inc., is to provide immigrants access to reliable financial services that makes it easier to manage their money and stay connected with their families back home. The Company’s developing BlockChain Platform Business Line offers our proprietary Mobile Number Portability Application (MNPA) to serve the in-country portability needs through its subsidiary, itsBchain, LLC. The Company’s developing Electric Vehicle (EV) Business Line offers electric motorcycles for work and recreational use in the USA, Spain, Portugal, Panama, Colombia, and Venezuela. EVOSS is also working on the development of an EV Mid Speed Car to serve the niche of the 2nd car in the family. The Company’s developing |
NOTE 2 -SUMMARY OF SIGNIFICANT
NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited interim consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of March 31, 2024 and the results of operations and cash flows for the periods presented. The results of operations for the three months ended March 31, 2024 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on April 1, 2024. Reclassification Certain accounts from prior periods have been reclassified to conform to the current period presentation. 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. 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 was the Swiss Franc (“CHF”). As of January 1, 2024, we changed the functional currency of SwissLink from their respective local currency to the US dollar. The change in functional currency is due to increased exposure to the US dollar as a result of a change in facts and circumstances in the primary economic environment in which this subsidiary operates. The effects of the change in functional currency were not significant to our consolidated financial statements. 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 three months ended March 31, 2024 and 2023, the Company recorded bad debt expense of $725 $0 Net Income (Loss) Per Share of Common Stock The Company has adopted ASC 260, ”Earnings per Share” Concentrations of Credit Risk The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents and related party payables. The Company places its cash and cash equivalents with financial institutions of high creditworthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. During the three months ended March 31, 2024, 8 customers represented 86% 86% 47% 62% 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; deposit for acquisition, 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. Revenue Recognition The Company recognizes revenue from telecommunication services in accordance with ASC 606, “ Revenue from Contracts with Customers.” The Company recognizes revenue related to monthly usage charges and other recurring charges during the period in which the telecommunication services are rendered, provided that persuasive evidence of a sales arrangement exists, and collection is reasonably assured. Management considers persuasive evidence of a sales arrangement to be a written interconnection agreement. The Company’s payment terms vary by client. Recent Accounting Pronouncements In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures " which allows disclosure of one or more measures of segment profit or loss used by the chief operating decision maker to allocate resources and assess performance. Additionally, the standard requires enhanced disclosures of significant segment expenses and other segment items, as well as incremental qualitative disclosures on both an annual and interim basis. This guidance is effective for annual reporting periods beginning after December 15, 2023, and interim reporting periods after December 15, 2024. Early adoption is permitted and retrospective application is required for all periods presented. The Company is currently evaluating the impact of adopting this guidance on its Consolidated Financial Statements and disclosures included within Notes to Consolidated Financial Statements. In December 2023, the FASB issued ASU No. 2023-09, “ Income Taxes (Topic 740): Improvements to Income Tax Disclosures |
NOTE 3 - GOING CONCERN
NOTE 3 - GOING CONCERN | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NOTE 3 - GOING CONCERN | NOTE 3 - GOING CONCERN The Company's consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has suffered recurring losses from operations and does not have an established source of revenues sufficient to cover its operating costs. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish its business plan and eventually attain profitable operations. During the next year, the Company's foreseeable cash requirements will relate to continual development of the operations of its business, maintaining its good standing in the industry and continuing its marketing efforts. The Company may experience a cash shortfall and be required to raise additional capital. Historically, the Company has relied upon funds from its stockholders. Management may raise additional capital through future public or private offerings of the Company's stock or through loans from private investors, although there can be no assurance that it will be able to obtain such financing. The Company's failure to do so could have a material and adverse effect upon its operations and its stockholders. |
NOTE 4 _ PREPAID AND OTHER CURR
NOTE 4 – PREPAID AND OTHER CURRENT ASSETS | 3 Months Ended |
Mar. 31, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
NOTE 4 – PREPAID AND OTHER CURRENT ASSETS | NOTE 4 – PREPAID AND OTHER CURRENT ASSETS Prepaid and other current assets at March 31, 204 and December 31, 2023 consisted of the following: March 31, December 31, 2024 2023 Other receivable $ 115,922 $ 312,116 Prepaid expenses 1,320,870 738,050 Advance payment 21,000 21,000 Tax receivable 26,767 428 Deposit for acquisition of asset 357,500 357,500 Security deposit 133,207 20,000 Total Prepaid and Other Current Assets $ 1,975,266 $ 1,449,094 |
NOTE 5 _ PROPERTY AND EQUIPMENT
NOTE 5 – PROPERTY AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
NOTE 5 – PROPERTY AND EQUIPMENT | NOTE 5 – PROPERTY AND EQUIPMENT Property and equipment at March 31, 204 and December 31, 2023 consisted of the following: March 31, December 31, 2024 2023 Telecommunication equipment $ 386,700 $ 386,700 Telecommunication software 908,503 836,840 Other equipment 91,468 99,892 Total property and equipment 1,386,671 1,323,432 Accumulated depreciation and amortization (827,174 ) (800,435 ) Total property and equipment $ 559,497 $ 522,997 Depreciation expense for the three months ended March 31, 2024 and 2023 amounted to $35,161 $34,060 |
NOTE 6 _LOANS PAYABLE
NOTE 6 –LOANS PAYABLE | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
NOTE 6 –LOANS PAYABLE | NOTE 6 –LOANS PAYABLE Loans payable at March 31, 204 and December 31, 2023 consisted of the following: March 31, December 31, Interest 2024 2023 Term rate Martus $ 103,738 $ 103,738 Note was issued on October 23, 2018 June 30, 2024 5.0 % Darlene Covid19 90,214 99,099 Note was issued on April 1, 2020 March 31, 2025 0.0 % Promissory note payable — 165,000 Note was issued April 4, 2023 24.0 % Total 193,952 367,837 Less: Unamortized debt discount — ( 3,750 ) Total loans payable 193,952 364,087 Less: Current portion of loans payable ( 103,738 ) ( 264,988 ) Long-term loans payable $ 90,214 $ 99,099 During the three months ended March 31, 2024 and 2023, the Company repaid the principal amount of $8,885 $9,006 During the three months ended March 31, 2024, the Company settled principal amount and accrued interest of a note payable issued in April 2023 by issuing 1,770,000 $102,660 Loans payable - related parties at March 31, 204 and December 31, 2023 consisted of the following: March 31, December 31, Interest 2024 2023 Term rate 49% of Shareholder of SwissLink $ 21,606 $ 21,606 Note is due on demand 0 % 49% of Shareholder of SwissLink 237,841 237,841 Note is due on demand 5 % Total 259,447 259,447 Less: Current portion of loans payable - related parties 259,447 259,447 Long-term loans payable - related parties $ — $ — During the three months ended March 31, 2024 and 2023, the Company recorded interest expense of $9,053 $3,645 $3,750 $0 |
NOTE 7 - CONVERTIBLE NOTES
NOTE 7 - CONVERTIBLE NOTES | 3 Months Ended |
Mar. 31, 2024 | |
Note 7 - Convertible Notes | |
NOTE 7 - CONVERTIBLE NOTES | NOTE 7 - CONVERTIBLE NOTES Convertible notes at March 31, 2024 and December 31, 2023 consisted of the following: March 31, December 31, 2024 2023 Issued in fiscal year 2023 $ 179,732 $ 369,044 Issued in fiscal year 2024 4,212,888 — Total convertible notes payable 4,392,620 369,044 Less: Unamortized debt discount (923,185 ) (39,012 ) Total convertible notes 3,469,435 330,032 Less: current portion of convertible notes 3,469,435 330,032 Long-term convertible notes $ — $ — Issued in fiscal year 2023 During the year ended December 31, 2023, the Company borrowed $284,760 $256,760 $541,520 $66,520 June 1, 2024 October 15, 2024 12% Accrued, unpaid interest and outstanding principal shall be paid in 10 payments each in the amount of $31,893 $28,757 The notes are 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 Issued in fiscal year 2024 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 $3,888,889 $3,500,000 $0.11 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 2,020,200 $222,222 $1,111,111 $555,556 1,010,101 505,051 $111,111 $55,556 one year 18% During the period ended March 31, 2024, the Company borrowed $146,900 $177,100 $324,000 $49,000 January 15, 2025 12% 14% Accrued, unpaid interest and outstanding principal on the $146,900 note shall be paid in 10 payments each in the amount of $16,453 $100,947 $25,237 The notes are 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 three months ended March 31, 2024 and 2023, the Company recorded interest expense of $139,979 $0 $203,992 $0 |
NOTE 8 _ STOCKHOLDERS_ EQUITY
NOTE 8 – STOCKHOLDERS’ EQUITY | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
NOTE 8 – STOCKHOLDERS’ EQUITY | NOTE 8 – STOCKHOLDERS’ EQUITY Common Stock The Company’s authorized capital consists of 300,000,000 $0.001 During the three months ended March 31, 2024, the Company issued 5,455,354 • 150,000 31,065 • 3,535,354 $597,777 • 1,770,000 $279,660 As of March 31, 2024 and December 31, 2023, 177,584,984 172,129,630 Preferred Stock The Company’s authorized capital consists of 1,200,000 $0.001 Series A Preferred Stock On November 3, 2020, pursuant to Article III of our Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock entitled Series A Preferred Stock, consisting of up 10,000 shares, par value $0.001 . Under the Certificate of Designation, holders of Series A Preferred Stock will participate on an equal basis per-share with holders of our common stock in any distribution upon winding up, dissolution, or liquidation Holders of Series A Preferred Stock are entitled to vote together with the holders of our common stock on all matters submitted to stockholders at a rate of 51% of the total vote of stockholders The rights of the holders of Series A Preferred Stock are defined in the relevant Certificate of Designation filed with the Nevada Secretary of State on November 3, 2020 As of March 31, 2024 and December 31, 2023, 10,000 Series B Preferred Stock On November 11, 2020, pursuant to Article III of our Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock entitled Series B Preferred Stock, consisting of up 200,000 shares, par value $0.001 . Under the Certificate of Designation, holders of Series B Preferred Stock will receive a liquidation preference of $81 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 may convert into common stock after twelve months from the issuance date, at a conversion rate of one thousand (1,000) shares of Common Stock for every one (1) share of Series B Preferred Stock. Upon conversion, the shares are subject to a one-year restriction on sales into the market of no more than 5% previous month’s stock liquidity. As of March 31, 2024 and December 31, 2023, 31,080 Series C Preferred Stock On January 7, 2021, pursuant to Article III of our Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock entitled Series C Preferred Stock, consisting of up 200,000 $0.001 Under the Certificate of Designation, holders of Series C Preferred Stock will rank junior to the Series B Preferred Stock, but on par with common stock and Series A Preferred Stock in any distribution upon winding up, dissolution, or liquidation of the company, as provided in the designation The holders of shares of Series C Preferred Stock have no dividend rights except as may be declared by the Board in its sole and absolute discretion, out of funds legally available for that purpose Holders of Series C Preferred Stock do not have voting rights may convert into common stock after twenty four months from the issuance date, at a conversion rate of one thousand (1,000) shares of Common Stock for every one (1) share of Series C Preferred Stock. Upon conversion, the shares are subject to a one-year restriction on sales into the market of no more than 5% previous month’s stock liquidity. The rights of the holders of Series C Preferred Stock are defined in the relevant Certificate of Designation filed with the Nevada Secretary of State on January 7, 2021. As of March 31, 2024 and December 31, 2023, 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 The 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 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 March 31, 2024 and December 31, 2023, no |
NOTE 9 - RELATED PARTY TRANSACT
NOTE 9 - RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
NOTE 9 - RELATED PARTY TRANSACTIONS | NOTE 9 - RELATED PARTY TRANSACTIONS Due from related party As of March 31, 2024 and December 31, 2023, the Company had amounts due from related parties of $391,745 $340,515 Due to related parties As of March 31, 2024 and December 31, 2023, the Company had amounts due to related parties of $26,613 Employment agreements During the three months ended March 31, 2024 and 2023, the Company recorded management salaries of $211,500 $144,000 $31,065 $11,230 As of March 31, 2024 and December 31, 2023, the Company recorded and accrued management salaries of $137,127 $100,128 |
NOTE 10 _ COMMITMENTS AND CONTI
NOTE 10 – COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
NOTE 10 – COMMITMENTS AND CONTINGENCIES | NOTE 10 – COMMITMENTS AND CONTINGENCIES Leases and Long-term Contracts The Company has not entered into any long-term leases, contracts or commitments. The Company leases facilities which the term is 12 months $7,122 $900 |
NOTE 11 _ DEPOSIT FOR ACQUISITI
NOTE 11 – DEPOSIT FOR ACQUISITION | 3 Months Ended |
Mar. 31, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
NOTE 11 – DEPOSIT FOR ACQUISITION | NOTE 11 – DEPOSIT FOR ACQUISITION On January 19, 2024 The purchase price (the “Purchase Price”) payable to the Seller for the shares is $5,000,000 $1,500,000 At closing, in addition to the $1,500,000 $1,500,000 As of March 31, 2024, the acquisition was not closed yet. The acquisition was closed on April 1, 2024 |
NOTE 12 - SEGMENT
NOTE 12 - SEGMENT | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
NOTE 12 - SEGMENT | NOTE 12 - SEGMENT At March 31, 2024 and December 31, 2023, the Company operates in one industry segment, telecommunication services, and two geographic segments, USA and Switzerland, where current assets and equipment are located . Operating Activities The following table shows operating activities information by geographic segment for the three months ended March 31, 2024 and 2023: Three months ended March 31, 2024 NOTE 12 - SEGMENTS - Operating Activities by Geographic Segment (Details) USA Switzerland Elimination Total Revenues $ 52,111,257 1,035,919 $ (1,732,298 ) $ 51,414,878 Cost of revenue 50,931,826 836,324 (1,732,298 ) 50,035,852 Gross profit 1,179,431 199,595 — 1,379,026 Operating expenses General and administration 1,356,006 206,472 — 1,562,478 Operating loss (176,575 ) (6,877 ) — (183,452 ) Other income (expense) (435,483 ) 38,719 — (396,764 ) Net income (loss) $ (612,058 ) $ 31,842 $ — $ (580,216 ) Three months ended March 31, 2023 USA Switzerland Elimination Total Revenues $ 24,847,671 1,347,435 $ (1,528,577 ) $ 24,666,529 Cost of revenue 23,825,886 1,152,484 (1,528,577 ) 23,449,793 Gross profit 1,021,785 194,951 — 1,216,736 Operating expenses General and administration 1,350,956 183,310 — 1,534,266 Operating (loss) income (329,171 ) 11,641 — (317,530 ) Other income (expense) 174,955 (16,247 ) — 158,708 Net loss $ (154,216 ) $ (4,606 ) $ — $ (158,822 ) Asset Information The following table shows asset information by geographic segment as of March 31, 204 and December 31, 2023: March 31, 2024 USA Switzerland Elimination Total Assets Current assets $ 15,834,379 $ 748,064 $ (962,688 ) $ 15,619,755 Non-current assets $ 11,859,742 $ 823,835 $ (6,184,562 ) $ 6,499,015 Liabilities Current liabilities $ 13,027,346 $ 1,420,002 $ (962,688 ) $ 13,484,660 Non-current liabilities $ 139 $ 259,813 $ — $ 259,952 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 |
NOTE 13 _ SUBSEQUENT EVENTS
NOTE 13 – SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2024 | |
Note 13 Subsequent Events | |
NOTE 13 – SUBSEQUENT EVENTS | NOTE 13 – SUBSEQUENT EVENTS Subsequent to March 31, 2024 and through the date that these financials were made available, the Company had the following subsequent events: On April 1, 2024 the Company closed the acquisition of 51% of the issued ordinary shares of QXTEL Limited as it was established in the Shares Purchase Agreement executed and disclosed in a Form 8-K on January 19, 2024 . At closing, the Company acquired 51% of the issued ordinary shares of QXTEL Limited. The purchase price (the “Purchase Price”) payable to the Seller for the shares is US $5,000,000. Upon the execution of the Purchase Agreement, on January 19, 2024 we deposited US $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. At closing on April 1, 2024, in addition to the US $1,500,000 with the Escrow Agent that will form part of the Purchase Price, we paid US $1,500,000 in cash and US $2,000,0000 to the Seller, in the form of a promissory note (the “Promissory Note”). We have agreed to allow Seller the option to exchange the Promissory Note for shares of iQSTEL under a formula discounted by 20% of the average closing sales price for 5 consecutive days on the trading market. If the Promissory Note is not exchanged for shares, the $2,000,000 will be paid with no interest in 7 monthly payments of $200,000 each and an eighth payment of $600,000. |
NOTE 1 -ORGANIZATION AND DESC_2
NOTE 1 -ORGANIZATION AND DESCRIPTION OF BUSINESS (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Organization and Operations | Organization and Operations iQSTEL Inc. (“iQSTEL”, “we”, “us”, or the “Company”) was incorporated under the laws of the State of Nevada June 24, 2011 The Company has been engaged in the business of telecommunication services as a wholesale carrier of voice, SMS and data for other telecom companies around the World active interconnection agreements with mobile companies, fixed line companies and other wholesale carriers. The Company is a technology company with presence in 19 countries and 70 employees that is offering leading-edge services through its four business divisions. The Telecom Division, which represents the majority of current operations and which also represents the source for all of the Company’s revenues, offers VoIP, SMS, proprietary Internet of Things (IoT) solutions (www.iotsmartgas.com and www.iotsmarttank.com), and international fiber-optic connectivity through its subsidiaries: Etelix.com USA, LLC, SwissLink Carrier AG, Smartbiz Telecom LLC, Whisl Telecom LLC, IoT Labs, LLC, and QGlobal SMS, LLC. The Company’s developing Fintech Business Line offers a complete Fintech ecosystem MasterCard Debit Card, US Bank Account (No SSN Needed), Mobile App/Wallet (Remittances, Mobile Top Up). The Company’s Fintech subsidiary, Global Money One Inc., is to provide immigrants access to reliable financial services that makes it easier to manage their money and stay connected with their families back home. The Company’s developing BlockChain Platform Business Line offers our proprietary Mobile Number Portability Application (MNPA) to serve the in-country portability needs through its subsidiary, itsBchain, LLC. The Company’s developing Electric Vehicle (EV) Business Line offers electric motorcycles for work and recreational use in the USA, Spain, Portugal, Panama, Colombia, and Venezuela. EVOSS is also working on the development of an EV Mid Speed Car to serve the niche of the 2nd car in the family. The Company’s developing |
NOTE 2 -SUMMARY OF SIGNIFICAN_2
NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited interim consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of March 31, 2024 and the results of operations and cash flows for the periods presented. The results of operations for the three months ended March 31, 2024 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on April 1, 2024. |
Reclassification | Reclassification Certain accounts from prior periods have been reclassified to conform to the current period presentation. |
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. |
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 was the Swiss Franc (“CHF”). As of January 1, 2024, we changed the functional currency of SwissLink from their respective local currency to the US dollar. The change in functional currency is due to increased exposure to the US dollar as a result of a change in facts and circumstances in the primary economic environment in which this subsidiary operates. The effects of the change in functional currency were not significant to our consolidated financial statements. |
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 three months ended March 31, 2024 and 2023, the Company recorded bad debt expense of $725 $0 |
Net Income (Loss) Per Share of Common Stock | Net Income (Loss) Per Share of Common Stock The Company has adopted ASC 260, ”Earnings per Share” |
Concentrations of Credit Risk | Concentrations of Credit Risk The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents and related party payables. The Company places its cash and cash equivalents with financial institutions of high creditworthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. During the three months ended March 31, 2024, 8 customers represented 86% 86% 47% 62% |
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; deposit for acquisition, 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. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue from telecommunication services in accordance with ASC 606, “ Revenue from Contracts with Customers.” The Company recognizes revenue related to monthly usage charges and other recurring charges during the period in which the telecommunication services are rendered, provided that persuasive evidence of a sales arrangement exists, and collection is reasonably assured. Management considers persuasive evidence of a sales arrangement to be a written interconnection agreement. The Company’s payment terms vary by client. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures " which allows disclosure of one or more measures of segment profit or loss used by the chief operating decision maker to allocate resources and assess performance. Additionally, the standard requires enhanced disclosures of significant segment expenses and other segment items, as well as incremental qualitative disclosures on both an annual and interim basis. This guidance is effective for annual reporting periods beginning after December 15, 2023, and interim reporting periods after December 15, 2024. Early adoption is permitted and retrospective application is required for all periods presented. The Company is currently evaluating the impact of adopting this guidance on its Consolidated Financial Statements and disclosures included within Notes to Consolidated Financial Statements. In December 2023, the FASB issued ASU No. 2023-09, “ Income Taxes (Topic 740): Improvements to Income Tax Disclosures |
NOTE 4 _ PREPAID AND OTHER CU_2
NOTE 4 – PREPAID AND OTHER CURRENT ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
NOTE 4 - PREPAID AND OTHER CURRENT ASSETS - Schedule of Prepaid and Other Current Assets | March 31, December 31, 2024 2023 Other receivable $ 115,922 $ 312,116 Prepaid expenses 1,320,870 738,050 Advance payment 21,000 21,000 Tax receivable 26,767 428 Deposit for acquisition of asset 357,500 357,500 Security deposit 133,207 20,000 Total Prepaid and Other Current Assets $ 1,975,266 $ 1,449,094 |
NOTE 5 _ PROPERTY AND EQUIPME_2
NOTE 5 – PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
NOTE 5 - PROPERTY AND EQUIPMENT - Schedule of Propery Plant and Equipment | March 31, December 31, 2024 2023 Telecommunication equipment $ 386,700 $ 386,700 Telecommunication software 908,503 836,840 Other equipment 91,468 99,892 Total property and equipment 1,386,671 1,323,432 Accumulated depreciation and amortization (827,174 ) (800,435 ) Total property and equipment $ 559,497 $ 522,997 |
NOTE 6 _LOANS PAYABLE (Tables)
NOTE 6 –LOANS PAYABLE (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
NOTE 6 - LOANS PAYABLE - Schedule of Loans Payable | March 31, December 31, Interest 2024 2023 Term rate Martus $ 103,738 $ 103,738 Note was issued on October 23, 2018 June 30, 2024 5.0 % Darlene Covid19 90,214 99,099 Note was issued on April 1, 2020 March 31, 2025 0.0 % Promissory note payable — 165,000 Note was issued April 4, 2023 24.0 % Total 193,952 367,837 Less: Unamortized debt discount — ( 3,750 ) Total loans payable 193,952 364,087 Less: Current portion of loans payable ( 103,738 ) ( 264,988 ) Long-term loans payable $ 90,214 $ 99,099 |
NOTE 6 - LOANS PAYABLE - Schedule of Loans Payable to Related Parties | March 31, December 31, Interest 2024 2023 Term rate 49% of Shareholder of SwissLink $ 21,606 $ 21,606 Note is due on demand 0 % 49% of Shareholder of SwissLink 237,841 237,841 Note is due on demand 5 % Total 259,447 259,447 Less: Current portion of loans payable - related parties 259,447 259,447 Long-term loans payable - related parties $ — $ — |
NOTE 7 - CONVERTIBLE NOTES (Tab
NOTE 7 - CONVERTIBLE NOTES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Note 7 - Convertible Notes | |
NOTE 7 - CONV ERTIBLE NOTES - Schedule of Convertible Notes | March 31, December 31, 2024 2023 Issued in fiscal year 2023 $ 179,732 $ 369,044 Issued in fiscal year 2024 4,212,888 — Total convertible notes payable 4,392,620 369,044 Less: Unamortized debt discount (923,185 ) (39,012 ) Total convertible notes 3,469,435 330,032 Less: current portion of convertible notes 3,469,435 330,032 Long-term convertible notes $ — $ — |
NOTE 12 - SEGMENT (Tables)
NOTE 12 - SEGMENT (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
NOTE 12 - SEGMENTS - Operating Activities by Geographic Segment | Three months ended March 31, 2024 NOTE 12 - SEGMENTS - Operating Activities by Geographic Segment (Details) USA Switzerland Elimination Total Revenues $ 52,111,257 1,035,919 $ (1,732,298 ) $ 51,414,878 Cost of revenue 50,931,826 836,324 (1,732,298 ) 50,035,852 Gross profit 1,179,431 199,595 — 1,379,026 Operating expenses General and administration 1,356,006 206,472 — 1,562,478 Operating loss (176,575 ) (6,877 ) — (183,452 ) Other income (expense) (435,483 ) 38,719 — (396,764 ) Net income (loss) $ (612,058 ) $ 31,842 $ — $ (580,216 ) Three months ended March 31, 2023 USA Switzerland Elimination Total Revenues $ 24,847,671 1,347,435 $ (1,528,577 ) $ 24,666,529 Cost of revenue 23,825,886 1,152,484 (1,528,577 ) 23,449,793 Gross profit 1,021,785 194,951 — 1,216,736 Operating expenses General and administration 1,350,956 183,310 — 1,534,266 Operating (loss) income (329,171 ) 11,641 — (317,530 ) Other income (expense) 174,955 (16,247 ) — 158,708 Net loss $ (154,216 ) $ (4,606 ) $ — $ (158,822 ) Asset Information The following table shows asset information by geographic segment as of March 31, 204 and December 31, 2023: March 31, 2024 USA Switzerland Elimination Total Assets Current assets $ 15,834,379 $ 748,064 $ (962,688 ) $ 15,619,755 Non-current assets $ 11,859,742 $ 823,835 $ (6,184,562 ) $ 6,499,015 Liabilities Current liabilities $ 13,027,346 $ 1,420,002 $ (962,688 ) $ 13,484,660 Non-current liabilities $ 139 $ 259,813 $ — $ 259,952 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 |
NOTE 1 -ORGANIZATION AND DESC_3
NOTE 1 -ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Entity Incorporation, State or Country Code | NV |
Entity Incorporation, Date of Incorporation | Jun. 24, 2011 |
NOTE 2 -SUMMARY OF SIGNIFICAN_3
NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Cash Equivalents, at Carrying Value | $ 0 | $ 0 | |
Allowance for Loan and Lease Loss, Recovery of Bad Debts | $ 725 | $ 0 | |
Eight Customers [Member] | |||
Concentration Risk, Percentage | 86% | ||
Ten Customers [Member] | |||
Concentration Risk, Percentage | 86% | ||
No Bad Debt Risk Customers [Member] | |||
Concentration Risk, Percentage | 47% | 62% |
NOTE 4 - PREPAID AND OTHER CURR
NOTE 4 - PREPAID AND OTHER CURRENT ASSETS - Schedule of Prepaid and Other Current Assets (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | ||
Other receivable | $ 115,922 | $ 312,116 |
Prepaid expenses | 1,320,870 | 738,050 |
Advance payment | 21,000 | 21,000 |
Tax receivable | 26,767 | 428 |
Deposit for acquisition of asset | 357,500 | 357,500 |
Security deposit | 133,207 | 20,000 |
Total Prepaid and Other Current Assets | $ 1,975,266 | $ 1,449,094 |
NOTE 5 - PROPERTY AND EQUIPMENT
NOTE 5 - PROPERTY AND EQUIPMENT - Schedule of Propery Plant and Equipment (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 1,386,671 | $ 1,323,432 |
Accumulated depreciation and amortization | (827,174) | (800,435) |
Total property and equipment | 559,497 | 522,997 |
Technology Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 386,700 | 386,700 |
Software Development [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 908,503 | 836,840 |
Other Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 91,468 | $ 99,892 |
NOTE 5 _ PROPERTY AND EQUIPME_3
NOTE 5 – PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation, Depletion and Amortization, Nonproduction | $ 35,161 | $ 34,060 |
NOTE 6 - LOANS PAYABLE - Schedu
NOTE 6 - LOANS PAYABLE - Schedule of Loans Payable (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Short-Term Debt [Line Items] | ||
Long-Term Debt, Gross | $ 193,952 | $ 367,837 |
Debt Instrument, Unamortized Discount | 0 | 3,750 |
Long-Term Debt | 193,952 | 364,087 |
Long-Term Debt, Current Maturities | 103,738 | 264,988 |
Long-Term Debt, Excluding Current Maturities | 90,214 | 99,099 |
Martus | ||
Short-Term Debt [Line Items] | ||
Long-Term Debt, Gross | $ 103,738 | 103,738 |
Debt Instrument, Issuance Date | Oct. 23, 2018 | |
Debt Instrument, Maturity Date | Jun. 30, 2024 | |
Debt Instrument, Interest Rate, Stated Percentage | 500% | |
Darlene Covi 19 [Member] | ||
Short-Term Debt [Line Items] | ||
Long-Term Debt, Gross | $ 90,214 | 99,099 |
Debt Instrument, Issuance Date | Apr. 01, 2020 | |
Debt Instrument, Maturity Date | Mar. 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, Issuance Date | Apr. 04, 2023 | |
Debt Instrument, Interest Rate, Stated Percentage | 2,400% | |
Loans Payable One [Member] | ||
Short-Term Debt [Line Items] | ||
Debt Instrument, Unamortized Discount | $ 3,750 |
NOTE 6 - LOANS PAYABLE - Sche_2
NOTE 6 - LOANS PAYABLE - Schedule of Loans Payable to Related Parties (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Short-Term Debt [Line Items] | ||
Loans Payable | $ 259,447 | $ 259,447 |
Other Loans Payable, Current | 259,447 | 259,447 |
Loans Payable, Noncurrent | ||
49% of Shareholder of SwissLink 1 | ||
Short-Term Debt [Line Items] | ||
Loans Payable | $ 21,606 | 21,606 |
Debt Instrument, Maturity Date, Description | Note is due on demand | |
Debt Instrument, Interest Rate, Stated Percentage | 0% | |
49% of Shareholder of SwissLink 2 | ||
Short-Term Debt [Line Items] | ||
Loans Payable | $ 237,841 | $ 237,841 |
Debt Instrument, Maturity Date, Description | Note is due on demand | |
Debt Instrument, Interest Rate, Stated Percentage | 500% |
NOTE 6 _LOANS PAYABLE (Details
NOTE 6 –LOANS PAYABLE (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Short-Term Debt [Line Items] | ||
Repayments of Other Debt | $ 8,885 | $ 9,006 |
Debtor Reorganization Items, Gain (Loss) on Settlement of Other Claims, Net | 102,660 | |
Loans Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Interest Expense, Operating and Nonoperating | 9,053 | 3,645 |
Amortization of Debt Discount (Premium) | $ 3,750 | $ 0 |
Settlement Of Note Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Stock Issued During Period, Shares, Other | 1,770,000 |
NOTE 7 - CONV ERTIBLE NOTES - S
NOTE 7 - CONV ERTIBLE NOTES - Schedule of Convertible Notes (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Short-Term Debt [Line Items] | ||
Less: current portion of convertible notes | $ 3,469,435 | $ 330,032 |
Total convertible notes payable | 4,392,620 | 369,044 |
Less: Unamortized debt discount | 0 | 3,750 |
Long-term convertible notes | ||
Convertible Notes Payable 2023 [Member] | ||
Short-Term Debt [Line Items] | ||
Less: current portion of convertible notes | 179,732 | 369,044 |
Convertible Notes Payable 2024 [Member] | ||
Short-Term Debt [Line Items] | ||
Less: current portion of convertible notes | 4,212,888 | |
Convertible Notes [Member] | ||
Short-Term Debt [Line Items] | ||
Less: Unamortized debt discount | $ (923,185) | $ (39,012) |
NOTE 7 - CONVERTIBLE NOTES (Det
NOTE 7 - CONVERTIBLE NOTES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 01, 2024 | Jan. 24, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Short-Term Debt [Line Items] | |||||
Long-Term Debt, Gross | $ 193,952 | $ 367,837 | |||
Stock Issued During Period, Shares, New Issues | 5,455,354 | ||||
Convertible Note One [Member] | |||||
Short-Term Debt [Line Items] | |||||
Long-Term Debt, Gross | $ 284,760 | ||||
Debt Instrument, Maturity Date | Jun. 01, 2024 | ||||
Debt Instrument, Periodic Payment | $ 31,893 | ||||
Convertible Note Two [Member] | |||||
Short-Term Debt [Line Items] | |||||
Long-Term Debt, Gross | $ 256,760 | ||||
Debt Instrument, Maturity Date | Oct. 15, 2024 | ||||
Debt Instrument, Periodic Payment | $ 28,757 | ||||
Convertible Note Third Party Total [Member] | |||||
Short-Term Debt [Line Items] | |||||
Long-Term Debt, Gross | $ 541,520 | ||||
Interest on Convertible Debt, Net of Tax | $ 66,520 | ||||
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 and $28,757 beginning on July 16, 2023 and January 15, 2024 | ||||
Debt Instrument, Convertible, Terms of Conversion Feature | The notes are 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 | ||||
M 2 B S P A [Member] | |||||
Short-Term Debt [Line Items] | |||||
Long-Term Debt, Gross | $ 3,888,889 | ||||
Debt Instrument, Convertible, Terms of Conversion Feature | 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 | ||||
Debt Instrument, Face Amount | $ 3,500,000 | ||||
Debt Instrument, Convertible, Conversion Price | $ 0.11 | ||||
Debt Instrument, Term | 1 year | ||||
Debt Instrument, Interest Rate, Effective Percentage | 18% | ||||
M 2 B S P A Tranche 1 [Member] | |||||
Short-Term Debt [Line Items] | |||||
Debt Instrument, Face Amount | $ 2,222,222 | ||||
Stock Issued During Period, Shares, New Issues | 2,020,200 | ||||
[custom:DebtInstrumentOriginalIssueDiscount] | $ 222,222 | ||||
M 2 B S P A Tranche 2 [Member] | |||||
Short-Term Debt [Line Items] | |||||
Debt Instrument, Face Amount | $ 1,111,111 | ||||
Stock Issued During Period, Shares, New Issues | 1,010,101 | ||||
[custom:DebtInstrumentOriginalIssueDiscount] | 111,111 | ||||
M 2 B S P A Tranche 3 [Member] | |||||
Short-Term Debt [Line Items] | |||||
Debt Instrument, Face Amount | $ 555,556 | ||||
Stock Issued During Period, Shares, New Issues | 505,051 | ||||
[custom:DebtInstrumentOriginalIssueDiscount] | $ 55,556 | ||||
Third Party Loan Note 1 [Member] | |||||
Short-Term Debt [Line Items] | |||||
Debt Instrument, Periodic Payment | $ 16,453 | ||||
Debt Instrument, Face Amount | $ 146,900 | ||||
Debt Instrument, Interest Rate, Effective Percentage | 12% | ||||
Third Party Loan Note 2 [Member] | |||||
Short-Term Debt [Line Items] | |||||
Debt Instrument, Face Amount | $ 177,100 | ||||
Debt Instrument, Interest Rate, Effective Percentage | 14% | ||||
Third Party Loans Total [Member] | |||||
Short-Term Debt [Line Items] | |||||
Debt Instrument, Maturity Date | Jan. 15, 2025 | ||||
Debt Instrument, Payment Terms | Accrued, unpaid interest and outstanding principal on the $146,900 note shall be paid in 10 payments each in the amount of $16,453 beginning on April 15, 2024; accrued, unpaid interest and outstanding principal on the $177,100 note shall be paid in 5 payments, one payment of $100,947 and four payments of $25,237, beginning in September 2024 | ||||
Debt Instrument, Convertible, Terms of Conversion Feature | The notes are 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. | ||||
Debt Instrument, Face Amount | $ 324,000 | ||||
[custom:DebtInstrumentOriginalIssueDiscount] | 49,000 | ||||
Interest Expense, Operating and Nonoperating | 139,979 | $ 0 | |||
Amortization of Debt Discount (Premium) | 203,992 | $ 0 | |||
Third Party Loan Note 2 Payment 1 [Member] | |||||
Short-Term Debt [Line Items] | |||||
Debt Instrument, Periodic Payment | 100,947 | ||||
Third Party Loan Note 2 Payment 2 [Member] | |||||
Short-Term Debt [Line Items] | |||||
Debt Instrument, Periodic Payment | $ 25,237 |
NOTE 8 _ STOCKHOLDERS_ EQUITY (
NOTE 8 – STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 3 Months Ended | ||||||
Nov. 03, 2023 | Jan. 07, 2021 | Nov. 11, 2020 | Nov. 03, 2020 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
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 | |||||
Stock Issued During Period, Shares, New Issues | 5,455,354 | ||||||
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture | $ 31,065 | $ 11,230 | |||||
Stock Issued During Period, Value, Conversion of Convertible Securities | 597,777 | ||||||
Stock Issued During Period, Value, Other | $ 279,660 | ||||||
Common Stock, Shares, Issued | 177,584,984 | 172,129,630 | |||||
Common Stock, Shares, Outstanding | 177,584,984 | 172,129,630 | |||||
Preferred Stock, Shares Authorized | 1,200,000 | 1,200,000 | |||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |||||
Preferred Class A [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Preferred Stock, Shares Authorized | 10,000 | 10,000 | 10,000 | ||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Preferred Stock, Shares Issued | 10,000 | 10,000 | |||||
Preferred Stock, Shares Outstanding | 10,000 | 10,000 | |||||
Series A Preferred Stock [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Preferred Stock, Participation 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 | ||||||
Preferred Stock, Voting Rights | 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 | ||||||
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 | 31,080 | |||||
Preferred Stock, Shares Outstanding | 31,080 | 31,080 | |||||
Series B Preferred Stock [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Preferred Stock, Participation Rights | 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 | ||||||
Preferred Stock, Voting Rights | Holders of Series B Preferred Stock do not have voting rights | ||||||
Preferred Stock, Liquidation Preference, Value | $ 81 | ||||||
Debt Instrument, Convertible, Terms of Conversion Feature | 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. | ||||||
Preferred Stock, Redemption Terms | Under the Certificate of Designation, holders of Series C Preferred Stock will rank junior to the Series B Preferred Stock, but on par with common stock and Series A Preferred Stock in any distribution upon winding up, dissolution, or liquidation of the company, as provided in the designation | ||||||
Preferred Class C [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 | 0 | 0 | |||||
Preferred Stock, Shares Outstanding | 0 | 0 | |||||
Preferred Class D [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Preferred Stock, Shares Authorized | 75,000 | 75,000 | 75,000 | ||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Preferred Stock, Shares Issued | 0 | 0 | |||||
Preferred Stock, Shares Outstanding | 0 | 0 | |||||
Directors Issuance [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 150,000 | ||||||
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture | $ 31,065 | ||||||
Convertible Notes Issuance [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 3,535,354 | ||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 597,777 | ||||||
Debt Settlement Issuance [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Stock Issued During Period, Shares, Other | 1,770,000 | ||||||
Stock Issued During Period, Value, Other | $ 279,660 | ||||||
Preferred Stock [Member] | Series A Preferred Stock [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
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 Convertible Securities | |||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | |||||||
Stock Issued During Period, Shares, Other | |||||||
Stock Issued During Period, Value, Other | |||||||
Preferred Stock [Member] | Series B Preferred Stock [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
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 Convertible Securities | |||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | |||||||
Stock Issued During Period, Shares, Other | |||||||
Stock Issued During Period, Value, Other | |||||||
Preferred Stock [Member] | Series C Preferred Stock [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Preferred Stock, Participation Rights | 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 | ||||||
Preferred Stock, Voting Rights | Holders of Series C Preferred Stock do not have voting rights | ||||||
Debt Instrument, Convertible, Terms of Conversion Feature | 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] | |||||||
Preferred Stock, Participation Rights | The 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, Voting Rights | Holders of Series D Preferred Stock do not have voting rights | ||||||
Debt Instrument, Convertible, Terms of Conversion Feature | 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 9 - RELATED PARTY TRANSA_2
NOTE 9 - RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |||
Loans and Leases Receivable, Related Parties | $ 391,745 | $ 340,515 | |
Notes and Loans Payable, Current | 26,613 | 26,613 | |
Management Fee Expense | 211,500 | $ 144,000 | |
Increase (Decrease) in Employee Related Liabilities | 31,065 | $ 11,230 | |
Financial Guarantee Insurance Contracts, Risk Management Activities, Mitigating Claim Liabilities, Accrued Liabilities | $ 137,127 | $ 100,128 |
NOTE 10 _ COMMITMENTS AND CON_2
NOTE 10 – COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Lessee, Operating Lease, Term of Contract | 12 months | |
Operating Lease, Expense | $ 7,122 | $ 900 |
NOTE 11 _ DEPOSIT FOR ACQUISI_2
NOTE 11 – DEPOSIT FOR ACQUISITION (Details Narrative) - Yukon River Holdings [Member] - USD ($) | 3 Months Ended | ||
Apr. 01, 2024 | Jan. 19, 2024 | Mar. 31, 2024 | |
Business Acquisition [Line Items] | |||
Business Acquisition, Date of Acquisition Agreement | Jan. 19, 2024 | ||
Asset Acquisition, Price of Acquisition, Expected | $ 5,000,000 | ||
Other Payments to Acquire Businesses | $ 1,500,000 | ||
Noncash or Part Noncash Acquisition, Description | 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 | ||
Payments to Acquire Businesses, Gross | $ 1,500,000 | ||
Business Acquisition, Effective Date of Acquisition | Apr. 01, 2024 |
NOTE 12 - SEGMENTS - Operating
NOTE 12 - SEGMENTS - Operating Activities by Geographic Segment (Details) (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Segment Reporting Information [Line Items] | |||
Revenues | $ 51,414,878 | $ 24,666,529 | |
Cost of revenue | 50,035,852 | 23,449,793 | |
Gross profit | 1,379,026 | 1,216,736 | |
Operating expenses | |||
General and administration | 1,562,478 | 1,534,266 | |
Operating (loss) income | (183,452) | (317,530) | |
Other income (expense) | (396,764) | 158,708 | |
Net loss | (580,216) | (158,822) | |
Assets | |||
Current assets | 15,619,755 | 15,719,172 | $ 15,719,172 |
Non-current assets | 6,499,015 | 6,436,481 | |
Liabilities | |||
Current liabilities | 13,484,660 | 13,840,944 | $ 13,840,944 |
Non-current liabilities | 259,952 | 268,837 | |
U S A [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 52,111,257 | 24,847,671 | |
Cost of revenue | 50,931,826 | 23,825,886 | |
Gross profit | 1,179,431 | 1,021,785 | |
Operating expenses | |||
General and administration | 1,356,006 | 1,350,956 | |
Operating (loss) income | (176,575) | (329,171) | |
Other income (expense) | (435,483) | 174,955 | |
Net loss | (612,058) | (154,216) | |
Assets | |||
Current assets | 15,834,379 | 14,537,969 | |
Non-current assets | 11,859,742 | 11,810,606 | |
Liabilities | |||
Current liabilities | 13,027,346 | 11,978,244 | |
Non-current liabilities | 139 | 139 | |
Switzerland [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 1,035,919 | 1,347,435 | |
Cost of revenue | 836,324 | 1,152,484 | |
Gross profit | 199,595 | 194,951 | |
Operating expenses | |||
General and administration | 206,472 | 183,310 | |
Operating (loss) income | (6,877) | 11,641 | |
Other income (expense) | 38,719 | (16,247) | |
Net loss | 31,842 | (4,606) | |
Assets | |||
Current assets | 748,064 | 1,874,627 | |
Non-current assets | 823,835 | 810,437 | |
Liabilities | |||
Current liabilities | 1,420,002 | 2,556,124 | |
Non-current liabilities | 259,813 | 268,698 | |
Elimination [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | (1,732,298) | (1,528,577) | |
Cost of revenue | (1,732,298) | (1,528,577) | |
Gross profit | |||
Operating expenses | |||
General and administration | |||
Operating (loss) income | |||
Other income (expense) | |||
Net loss | |||
Assets | |||
Current assets | (962,688) | (693,424) | |
Non-current assets | (6,184,562) | (6,184,562) | |
Liabilities | |||
Current liabilities | (962,688) | (693,424) | |
Non-current liabilities |