BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS | 2. BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS Basis of Consolidation The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for financial information and with the instructions to Form 10-Q. They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the consolidated financial statements for the fiscal year ended December 31, 2022, included in the Company’s year-end financial statements on Form 10-K/A filed with the Securities and Exchange Commission on September 20, 2023. Certain amounts in the consolidated financial statements for the prior year have been reclassified to conform to the current year’s presentation. These reclassifications had no impact on net earnings, financial position, or cash flows. The unaudited consolidated financial statements should be read in conjunction with those consolidated financial statements included in the Form 10-K/A. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three and six-months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. Going Concern – Significant Accounting Policies: Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. Revenue Recognition We derive revenue from six primary sources: (1) International Termination Services, (2) Indefeasible Right of Use (IRU) Services, (3) Cable TV and Internet Services, (4) Metro Fiber Solutions, (5) Capacity Sale Services, and (6) Advertisement Services. All our revenue arrangements are based on contracts with customers. Most of our contracts with customers contain single performance obligations, although certain contracts do contain multiple performance obligations where we perform more than one service for the same customer. We account for individual performance obligations separately if they are distinct within the context of the contract. For contracts where we provide multiple services such as where we perform multiple ancillary services, each service represents its own performance obligation. Selling or transaction prices are based on the contractual prices for each service at its stand-alone selling price. We act as the principal in all revenue transactions. A five-step approach is applied in the recognition of revenue under ASC 606: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when we satisfy a performance obligation. Payment of invoices is due as specified in the underlying customer agreement, typically advance payments to 30 days from the invoice date, which occurs on the date of transfer of control of the services to the customer. Since payment terms are less than a year, we have elected the practical expedient and do not assess whether a customer contract has a significant financing component. The Company’s revenue arrangements generally do not include a general right of refund for services provide. Direct Operating Costs — Other Operating Costs — Business Combinations – Third Party Business Combinations – Common Control The Plan and Agreement of Reorganization (as disclosed in note 1) has been accounted for as a reverse acquisition where EBI is a legal acquirer (the accounting acquiree) and WHI; is a legal acquiree (the accounting acquirer). The fair value of WHI’s net assets was reliably measured using trading price of WTL Stock, which was $0.012 as on the date of reorganization i.e., December 31, 2021. In accordance with ASC 805-40, the fair value of the consideration effectively transferred has been calculated using the number of WHI’s shares that would have been issued to the shareholders of EBI on the acquisition date to give EBI’s shareholders an equivalent ownership interest in WHI as it has in the Company (WHI would had to issue 35,294 shares to EBI’s shareholders). Consideration effectively transferred has been computed to be approximately $423.53 (35,294 shares multiplied by the fair value of WHI’s shares of $0.012) against the assumed fair value of EBI’s net assets amounting to $419,181. Cash $ 1,193 Non-current assets (incl. tangible and intangible assets) 458,287 Current liabilities (incl. trade and other payables) (40,299 ) $ 419,181 The Company determined the fair value of the EBI’s assets acquired and liabilities assumed, as well as the valuation of the WHI’s shares to be issued to compute effective consideration. The Company used generally accepted valuation techniques and methodologies to arrive at the fair values disclosed above i.e., discounted cash flow and replacement cost method. As per Guidance ASC 805-40-45-1, ASC 805-40-30-2, ASC 805-40-55-8 through ASC 805-40-55-10: CR. Common stock $ 11,730 CR. Bargain Purchase Gain $ 407,451 DR. Net Assets of EBI $ 419,181 $ 419,181 $ 419,181 This transaction resulted in a bargain purchase gain due to several factors including eventual listing of shares of common stock of the Company on NASDAQ in accordance with the applicable laws and regulations. Income Taxes Fair Value Measurements Level 1 – inputs are based upon unadjusted quoted prices for identical instruments in active markets. Level 2 – inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques (e.g. the Black-Scholes model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models. These financial instruments are subject to fair value adjustments only in certain circumstances and include cash, restricted cash, accounts receivable, accounts payable and accrued expenses, borrowings under term loans and line of credit, and other payables. Due to the short-term nature of these financial instruments and that the borrowings bear interest at prevailing market rates, the carrying value approximates the fair value. Accounts Receivable - net Property, Plant, and Equipment Depreciation on owned assets is charged to the statement of profit or loss account on the straight-line method to write off the cost or revalued amount of an asset over its estimated useful life. Depreciation on additions is charged from the month in which the assets are available for use while no depreciation is charged in the month in which the assets are disposed of. The depreciation method, residual value, and useful lives of assets are reviewed at least at each financial year end and adjusted if the impact on depreciation is significant. An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount. The gain or loss on disposal of an asset represented by the difference between the sale proceeds and the carrying amount of the asset is recognized as an income or expense. Loans and advances — Advances to vendors are provided for provision of goods and services and they are secured either by a security deposit or a legally enforceable right to recover. Loans and advances are carried at fair value through profit or loss and are initially recognized at fair value and transaction costs are expensed in the statement of profit or loss account. The fair value is determined using inputs observable in the market, which are classified as level 2 in the fair value hierarchy. They are considered a non-recurring fair value measurement and are measured at fair value. The fair value measurement considers market interest rates and the creditworthiness of the borrowers or other parties. Long term loans and other assets These assets are carried at fair value through profit or loss and are initially recognized at fair value and transaction costs are expensed in the statement of profit or loss account. The fair value is determined using inputs observable in the market, which are classified as level 2 in the fair value hierarchy. They are considered a non-recurring fair value measurement and are measured at fair value on a recurring basis. The fair value measurement considers market interest rates and the creditworthiness of the borrowers or other parties. Intangible Assets Evaluation of Long-Lived Assets — There was no impairment of internal-use software costs, intangible assets or property and equipment during the six months ended June 30, 2023 and 2022. Leases — ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. Earnings Per Share The company presents both basic and diluted EPS on the face of the income statement. The company also provides a reconciliation of the numerator and denominator used in the EPS calculations in the footnotes to the financial statements, in case of any change occurred during the year. Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding, adjusted for the effects of all dilutive potential ordinary shares. Foreign Currency Translation Restatement of Prior Balances The below adjustments resulted in the restatement of the consolidated financial statements as of June 30, 2023. There were no restatements to the consolidated statement of operations, cash flows, or comprehensive income for the three and six months ended June 30, 2023 and 2022. As Presented Adjustment/ As Restated June 30, 2023 Reclassification June 30, 2023 Balance Sheet Common stock (a) $ 13,983 $ (7 ) $ 13,976 Accumulated deficit (b) $ (33,915,953 ) $ (338,185 ) $ (34,254,138 ) Shareholders’ Equity Attributable to the Parent Company (a) (b) $ (35,605,458 ) $ (338,192 ) $ (35,943,650 ) Non-controlling interest (a) (b) $ 52,615,771 $ 338,192 $ 52,953,962 The restatements/reclassifications relating to the financial statements as of December 31, 2022 are as follows: As Presented December 31, 2022 Adjustment/ Reclassification As Restated December 31, 2022 Balance Sheet Common stock (a) $ 13,983 $ (7 ) $ 13,976 Accumulated deficit (b) $ (34,741,377 ) $ (338,185 ) $ (35,079,562 ) Shareholders’ Equity Attributable to the Parent Company (a) (b) $ (31,433,038 ) $ (338,192 ) $ (31,771,230 ) Non-controlling interest (a) (b) $ 49,773,970 $ 338,192 $ 50,112,161 a) As a result of the restatement the value of common stock issued and outstanding as of January 1, 2021 was decreased by $7 due to a transposition error. b) As a result of the restatement as of December 31, 2021 and 2022 in the amended 10-K/A filed on September 20, 2023, accumulated deficit of $338,185 and non-controlling interest of $338,185 as of June 30, 2023 and December 31, 2022 have been restated accordingly as compared to the previous filed report on Form 10-Q for the three and six months ended June 30, 2023 filed on August 18, 2023. All these restatements are material to the Company’s consolidated financial statements. We have evaluated the materiality of the restatement in accordance with FASB guidance and SEC Staff Comments and determined that it requires appropriate disclosure and revision of these consolidated financial statements. Use of Estimates Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments. The guidance in Accounting Standards Update (“ASU”) 2016-13 replaces the incurred loss impairment methodology under current GAAP. The new impairment model requires immediate recognition of estimated credit losses expected to occur for most financial assets and certain other instruments. It will apply to all entities. For trade receivables, loans, and held-to-maturity debt securities, entities will be required to estimate lifetime expected credit losses. This may result in the earlier recognition of credit losses. In November, the FASB issued ASU No. 2019-10, which delays this standard’s effective date for SEC smaller reporting companies to the fiscal years interim periods beginning on or after December 15, 2022. The Company adopted the new guidance January 1, 2023 and the adoption of this new guidance had no material impact of the consolidated financial statements. As per the new guidance accounts receivable are presented on the consolidated balance sheet net of an allowance for credit losses, which is established based on reviews of the accounts receivable aging, an assessment of the customer’s history and current creditworthiness, and the probability of collection. The Company routinely reviews its receivables and makes provisions for the credit losses utilizing the Current Expected Credit Losses model (“CECL”). The CECL model utilizes a lifetime expected credit loss measurement objective for the recognition of credit losses for loans and other receivables at the time the financial asset is originated or acquired. However, those provisions are estimates and actual results may materially differ from those estimates. Trade receivables are deemed uncollectible and are removed from accounts receivable and the allowance for credit losses when collection efforts have been exhausted. In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). This ASU simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The amendments are not required to be implemented until after 2022 for public entities. The Company adopted this standard on January 1, 2023 and there was no impact on the consolidated financial statements as a result of the adoption of this standard. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805) – Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The amendments in this update require acquiring entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination. The amendments are effective for public business entities for fiscal years beginning after December 15, 2022. The Company adopted this update on January 1, 2023. The Company determined that this update did not have a significant impact on the consolidated financial statements. |