Cover
Cover | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Cover [Abstract] | ||
Document Type | S-1/A | |
Amendment Flag | true | |
Amendment Description | Amend original filing per SEC comments | |
Entity Registrant Name | iQSTEL Inc. | |
Entity Central Index Key | 0001527702 | |
Entity Tax Identification Number | 45-2808620 | |
Entity Incorporation, State or Country Code | NV | NV |
Entity Address, Address Line One | 300 Aragon Avenue | |
Entity Address, Address Line Two | Suite 375 | |
Entity Address, City or Town | Coral Gables | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33134 | |
City Area Code | 954 | |
Local Phone Number | 951-8191 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash | $ 1,645,937 | $ 3,334,813 |
Accounts receivable, net | 4,303,010 | 2,540,515 |
Due from related parties | 375,955 | 424,086 |
Prepaid and other current assets | 493,539 | 267,110 |
Total Current Assets | 6,818,441 | 6,566,524 |
Property and equipment, net | 386,707 | 409,382 |
Intangible asset | 99,592 | 99,592 |
Goodwill | 5,172,146 | 1,537,742 |
Deferred tax assets | 426,664 | 446,402 |
TOTAL ASSETS | 12,903,550 | 9,059,642 |
Current Liabilities | ||
Accounts payable | 2,517,086 | 1,474,595 |
Due to related parties | 26,613 | 26,613 |
Loans payable - net of discount of $0 and $7,406 | 96,185 | 315,450 |
Loans payable - related parties | 228,727 | 239,308 |
Other current liabilities | 658,131 | 307,049 |
Stock payable | 80,674 | |
Total Current Liabilities | 3,607,416 | 2,363,015 |
Loans payable, non-current | 104,840 | 119,295 |
Employee benefits, non-current | 149,518 | 156,434 |
TOTAL LIABILITIES | 3,861,774 | 2,638,744 |
Stockholders' Equity | ||
Common stock: 300,000,000 authorized; $0.001 par value 151,559,011 and 147,477,358 shares issued and outstanding, respectively | 151,559 | 147,477 |
Additional paid in capital | 29,304,429 | 25,842,982 |
Accumulated deficit | (19,443,071) | (18,536,921) |
Accumulated other comprehensive loss | (37,376) | (36,658) |
Equity attributed to stockholders of iQSTEL Inc. | 9,975,572 | 7,416,911 |
Deficit attributable to noncontrolling interests | (933,796) | (996,013) |
Total Stockholders' Equity | 9,041,776 | 6,420,898 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 12,903,550 | $ 9,059,642 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) | Dec. 31, 2021 USD ($) $ / shares shares |
Debt Instrument, Unamortized Discount, Noncurrent | $ | $ 0 |
[custom:DebtInstrumentUnamortizedDiscountNoncurrent1-0] | $ | $ 7,406 |
Preferred Stock, Shares Authorized | 1,200,000 |
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 |
Common Stock, Shares Authorized | 300,000,000 |
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 |
Common Stock, Shares, Outstanding | 147,477,358 |
Preferred Class A [Member] | |
Preferred Stock, Shares Authorized | 10,000 |
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 |
Preferred Stock, Shares Outstanding | 10,000 |
Preferred Stock, Value, Issued | $ | $ 10 |
Preferred Class B [Member] | |
Preferred Stock, Shares Authorized | 200,000 |
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 |
Preferred Stock, Shares Outstanding | 21,000 |
Preferred Stock, Value, Issued | $ | $ 21 |
Preferred Class C [Member] | |
Preferred Stock, Shares Authorized | 200,000 |
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 |
Preferred Stock, Shares Outstanding | 0 |
Preferred Stock, Value, Issued | $ |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenues | $ 23,699,716 | $ 16,128,367 | $ 43,119,027 | $ 30,325,978 |
Cost of revenue | 22,853,442 | 16,083,802 | 41,788,693 | 29,794,043 |
Gross profit | 846,274 | 44,565 | 1,330,334 | 531,935 |
Operating expenses | ||||
General and administration | 1,144,452 | 1,209,167 | 2,133,950 | 2,707,278 |
Total operating expenses | 1,144,452 | 1,209,167 | 2,133,950 | 2,707,278 |
Operating loss | (298,178) | (1,164,602) | (803,616) | (2,175,343) |
Other income (expense) | ||||
Other income | 6,432 | 4,145 | (4,628) | 29,179 |
Other expenses | 10,125 | (427) | 16,780 | (896) |
Interest expense | (3,836) | (12,062) | (18,724) | (642,087) |
Change in fair value of derivative liabilities | 39,505 | 317,080 | ||
Gain (loss) on settlement of debt | 11,069 | (528,794) | ||
Total other income (expense) | 12,721 | 42,230 | (6,572) | (825,518) |
Net loss before provision for income taxes | (285,457) | (1,122,372) | (810,188) | (3,000,861) |
Income taxes | ||||
Net loss | (285,457) | (1,122,372) | (810,188) | (3,000,861) |
Less: Net income (loss) attributable to noncontrolling interests | 65,723 | (134,996) | 95,962 | (71,094) |
Net loss attributed to stockholders of iQSTEL Inc. | (351,180) | (987,376) | (906,150) | (2,929,767) |
Comprehensive income (loss) | ||||
Foreign currency adjustment | (1,023) | (56,664) | (1,407) | 50,992 |
Total comprehensive loss | (286,480) | (1,179,036) | (811,595) | (2,949,869) |
Less: Comprehensive income (loss) attributable to noncontrolling interests | 65,222 | (162,761) | 95,273 | (46,108) |
Net comprehensive loss attributed to stockholders of iQSTEL Inc. | $ (351,702) | $ (1,016,275) | $ (906,868) | $ (2,903,761) |
Basic and diluted loss per common share | $ 0 | $ (0.01) | $ (0.01) | $ (0.02) |
Weighted average number of common shares outstanding - Basic and diluted | 150,835,665 | 139,078,656 | 149,196,728 | 128,840,922 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Preferred Stock [Member] Series A Preferred Stock [Member] | Preferred Stock [Member] Series B Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Comprehensive Income [Member] | Total | Noncontrolling Interest [Member] | AOCI Including Portion Attributable to Noncontrolling Interest [Member] |
Balance - March 31, 2021 at Dec. 31, 2019 | $ 18,008 | $ 3,240,528 | $ (8,125,257) | $ (181) | $ (4,866,902) | $ (903,513) | $ (5,770,415) | ||
Shares, Issued at Dec. 31, 2019 | 18,008,591 | ||||||||
Common stock issued for cash | $ 23,938 | 1,891,067 | $ 1,915,005 | 1,915,005 | |||||
Stock Issued During Period, Shares, New Issues | 23,937,500 | 100,224,841 | |||||||
Foreign currency translation adjustments | (74,650) | $ (74,650) | (71,723) | (146,373) | |||||
Net loss | (6,573,891) | (6,573,891) | (125,591) | (6,699,482) | |||||
Common stock issued for asset acquisition | 50,000 | 50,000 | 50,000 | ||||||
Stock Issued During Period, Shares, Acquisitions | |||||||||
Common stock payable | |||||||||
Common stock issued for service | $ 6,268 | 641,590 | 647,858 | 647,858 | |||||
Stock Issued During Period, Shares, Issued for Services | 6,267,600 | ||||||||
Common stock issued for forbearance of debt | $ 1,150 | 91,100 | 92,250 | 92,250 | |||||
[custom:CommonStockIssuedForForbearanceOfDebtShares] | 1,150,000 | ||||||||
Common stock issued for conversion of debt | $ 46,575 | 1,349,865 | 1,396,440 | 1,396,440 | |||||
Resolution of derivative liabilities | 5,136,222 | 5,136,222 | 5,136,222 | ||||||
Common stock issued for settlement of debt | $ 12,818 | 876,275 | 889,093 | 889,093 | |||||
[custom:CommonStockIssuedForSettlementOfDebtShares] | 12,818,145 | ||||||||
Balance - June 30, 2021 at Dec. 31, 2020 | $ 10 | $ 118,133 | 13,267,261 | (14,699,148) | (74,831) | (1,388,575) | (1,006,461) | (2,395,036) | |
Shares, Issued at Dec. 31, 2020 | 10,000 | 118,133,432 | |||||||
Common stock issued for cash | $ 35,863 | 3,550,387 | 3,586,250 | 3,586,250 | |||||
Stock Issued During Period, Shares, New Issues | 35,862,500 | ||||||||
Common stock issued for compensation | $ 600 | 563,400 | 564,000 | 564,000 | |||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 600,000 | ||||||||
Foreign currency translation adjustments | 54,905 | 54,905 | 52,751 | 107,656 | |||||
Net loss | (1,942,391) | (1,942,391) | 63,902 | (1,878,489) | |||||
Preferred stock issued for conversion of common stock | $ 21 | $ (21,000) | 20,979 | ||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 21,000 | (21,000,000) | |||||||
Common stock issued for service | $ 195 | 284,505 | 284,700 | 284,700 | |||||
Stock Issued During Period, Shares, Issued for Services | 195,000 | ||||||||
Common stock issued for forbearance of debt | $ 250 | 49,675 | 49,925 | 49,925 | |||||
[custom:CommonStockIssuedForForbearanceOfDebtShares] | 250,000 | ||||||||
Common stock issued for conversion of debt | $ 6,081 | 416,214 | 422,295 | 422,295 | |||||
[custom:CommonStockIssuedForVOnversionOfDebtShares] | 6,080,632 | ||||||||
Cancellation of common stock | $ (1,295) | (88,809) | (90,104) | (90,104) | |||||
[custom:CancellationOfCommonStockShares] | (1,294,600) | ||||||||
Resolution of derivative liabilities | 708,611 | 708,611 | 708,611 | ||||||
Balance - June 30, 2021 at Mar. 31, 2021 | $ 10 | $ 21 | $ 138,827 | 18,772,223 | (16,641,539) | (19,926) | 2,249,616 | (889,808) | 1,359,808 |
Shares, Issued at Mar. 31, 2021 | 10,000 | 21,000 | 138,826,964 | ||||||
Balance - March 31, 2021 at Dec. 31, 2020 | $ 10 | $ 118,133 | 13,267,261 | (14,699,148) | (74,831) | (1,388,575) | (1,006,461) | (2,395,036) | |
Shares, Issued at Dec. 31, 2020 | 10,000 | 118,133,432 | |||||||
Net loss | (2,929,767) | ||||||||
Common stock issued and to be issued for acquisition of subsidiaries | |||||||||
Common stock issued for asset acquisition | |||||||||
Balance - June 30, 2021 at Jun. 30, 2021 | $ 10 | $ 21 | $ 141,657 | 22,045,226 | (17,628,915) | (48,825) | 4,509,174 | (1,052,569) | 3,456,605 |
Shares, Issued at Jun. 30, 2021 | 10,000 | 21,000 | 141,657,358 | ||||||
Balance - March 31, 2021 at Dec. 31, 2020 | $ 10 | $ 118,133 | 13,267,261 | (14,699,148) | (74,831) | (1,388,575) | (1,006,461) | (2,395,036) | |
Shares, Issued at Dec. 31, 2020 | 10,000 | 118,133,432 | |||||||
Common stock issued for cash | $ 41,563 | 6,394,687 | $ 6,436,250 | 6,436,250 | |||||
Stock Issued During Period, Shares, New Issues | 41,562,500 | 51,638,526 | |||||||
Common stock issued for compensation | $ 1,320 | 1,036,248 | $ 1,037,568 | 1,037,568 | |||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 1,320,000 | ||||||||
Foreign currency translation adjustments | 38,173 | 38,173 | 36,676 | 74,849 | |||||
Net loss | (3,837,773) | (3,837,773) | (26,228) | (3,864,001) | |||||
Common stock payable | 52,161 | 52,161 | 52,161 | ||||||
[custom:CommonStockPayableShares] | |||||||||
Common stock issued for service | $ 195 | 284,505 | $ 284,700 | 284,700 | |||||
Stock Issued During Period, Shares, Issued for Services | 195,000 | 195,000 | |||||||
Common stock issued for forbearance of debt | $ 250 | 49,675 | $ 49,925 | 49,925 | |||||
[custom:CommonStockIssuedForForbearanceOfDebtShares] | 250,000 | ||||||||
Common stock issued for conversion of debt | $ 6,081 | 416,214 | 422,295 | 422,295 | |||||
Cancellation of common stock | $ (1,295) | (88,809) | (90,104) | (90,104) | |||||
[custom:CancellationOfCommonStockShares] | (1,294,600) | ||||||||
Resolution of derivative liabilities | 708,611 | 708,611 | 708,611 | ||||||
Common stock issued for settlement of debt | $ 2,230 | 2,054,300 | 2,056,530 | 2,056,530 | |||||
[custom:CommonStockIssuedForSettlementOfDebtShares] | 2,230,394 | ||||||||
Balance - June 30, 2021 at Dec. 31, 2021 | $ 10 | $ 21 | $ 147,477 | 25,842,982 | (18,536,921) | (36,658) | 7,416,911 | (996,013) | 6,420,898 |
Shares, Issued at Dec. 31, 2021 | 10,000 | 21,000 | 147,477,358 | ||||||
Balance - March 31, 2021 at Mar. 31, 2021 | $ 10 | $ 21 | $ 138,827 | 18,772,223 | (16,641,539) | (19,926) | 2,249,616 | (889,808) | 1,359,808 |
Shares, Issued at Mar. 31, 2021 | 10,000 | 21,000 | 138,826,964 | ||||||
Common stock issued for compensation | $ 600 | 411,600 | 412,200 | 412,200 | |||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 600,000 | ||||||||
Foreign currency translation adjustments | (28,899) | (28,899) | (27,765) | (56,664) | |||||
Net loss | (987,376) | (987,376) | (134,996) | (1,122,372) | |||||
Common stock issued for settlement of debt | $ 2,230 | 2,054,300 | 2,056,530 | 2,056,530 | |||||
[custom:CommonStockIssuedForSettlementOfDebtShares] | 2,230,394 | ||||||||
Debt forgiveness | 807,103 | 807,103 | 807,103 | ||||||
Balance - June 30, 2021 at Jun. 30, 2021 | $ 10 | $ 21 | $ 141,657 | 22,045,226 | (17,628,915) | (48,825) | 4,509,174 | (1,052,569) | 3,456,605 |
Shares, Issued at Jun. 30, 2021 | 10,000 | 21,000 | 141,657,358 | ||||||
Balance - March 31, 2021 at Dec. 31, 2021 | $ 10 | $ 21 | $ 147,477 | 25,842,982 | (18,536,921) | (36,658) | 7,416,911 | (996,013) | 6,420,898 |
Shares, Issued at Dec. 31, 2021 | 10,000 | 21,000 | 147,477,358 | ||||||
Common stock issued for cash | $ 2,000 | 998,000 | 1,000,000 | 1,000,000 | |||||
Stock Issued During Period, Shares, New Issues | 2,000,000 | ||||||||
Common stock issued for compensation | $ 60 | 41,079 | 41,139 | 41,139 | |||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 60,000 | ||||||||
Foreign currency translation adjustments | (196) | (196) | (188) | (3,840) | |||||
Net loss | (554,970) | (554,970) | 30,239 | (524,731) | |||||
Balance - June 30, 2021 at Mar. 31, 2022 | $ 10 | $ 21 | $ 149,537 | 26,882,061 | (19,091,891) | (36,854) | 7,902,884 | (965,962) | 6,936,922 |
Shares, Issued at Mar. 31, 2022 | 10,000 | 21,000 | 149,537,358 | ||||||
Balance - March 31, 2021 at Dec. 31, 2021 | $ 10 | $ 21 | $ 147,477 | 25,842,982 | (18,536,921) | (36,658) | 7,416,911 | (996,013) | 6,420,898 |
Shares, Issued at Dec. 31, 2021 | 10,000 | 21,000 | 147,477,358 | ||||||
Common stock issued for cash | $ 1,000,000 | ||||||||
Stock Issued During Period, Shares, New Issues | 2,000,000 | ||||||||
Common stock issued for compensation | $ 71,629 | ||||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 120,000 | ||||||||
Net loss | $ (906,150) | ||||||||
Common stock issued and to be issued for acquisition of subsidiaries | 1,550,000 | ||||||||
Common stock issued for asset acquisition | 325,000 | ||||||||
Balance - June 30, 2021 at Jun. 30, 2022 | $ 10 | $ 21 | $ 151,559 | 29,304,429 | (19,443,071) | (37,376) | 9,975,572 | (933,796) | 9,041,776 |
Shares, Issued at Jun. 30, 2022 | 10,000 | 21,000 | 151,559,011 | ||||||
Balance - March 31, 2021 at Mar. 31, 2022 | $ 10 | $ 21 | $ 149,537 | 26,882,061 | (19,091,891) | (36,854) | 7,902,884 | (965,962) | 6,936,922 |
Shares, Issued at Mar. 31, 2022 | 10,000 | 21,000 | 149,537,358 | ||||||
Stock Issued During Period, Shares, New Issues | |||||||||
Common stock issued for compensation | $ 60 | 30,430 | 30,490 | 30,490 | |||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 60,000 | ||||||||
Foreign currency translation adjustments | (522) | (522) | (501) | (1,023) | |||||
Net loss | (351,180) | (351,180) | 65,723 | (285,457) | |||||
Common stock issued and to be issued for acquisition of subsidiaries | $ 1,462 | 1,548,538 | 1,550,000 | (33,056) | 1,516,944 | ||||
[custom:StockIssuedDuringPeriodSharesAcquisitionsToBeIssued] | 1,461,653 | ||||||||
Common stock issued for asset acquisition | $ 500 | 324,500 | 325,000 | 325,000 | |||||
Stock Issued During Period, Shares, Acquisitions | 500,000 | ||||||||
Common stock payable | 18,900 | 18,900 | 18,900 | ||||||
[custom:CommonStockPayableShares] | |||||||||
Issuance of common stock purchase option | 500,000 | 500,000 | 500,000 | ||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | |||||||||
Balance - June 30, 2021 at Jun. 30, 2022 | $ 10 | $ 21 | $ 151,559 | $ 29,304,429 | $ (19,443,071) | $ (37,376) | $ 9,975,572 | $ (933,796) | $ 9,041,776 |
Shares, Issued at Jun. 30, 2022 | 10,000 | 21,000 | 151,559,011 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (810,188) | $ (3,000,861) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock based compensation | 90,529 | 1,170,796 |
Depreciation and amortization | 62,371 | 42,421 |
Amortization of debt discount | 7,407 | 435,956 |
Change in fair value of derivative liabilities | (317,080) | |
Loss on settlement of debt | 528,794 | |
Prepayment and Default penalty | 122,020 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (910,284) | (784,128) |
Prepaid and other current assets | (6,977) | (130,278) |
Due from related party | 47,832 | |
Accounts payable | 49,794 | (31,917) |
Other current liabilities | 34,224 | (129,121) |
Net cash used in operating activities | (1,435,292) | (2,093,398) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Acquisition of subsidiaries, net | (1,564,132) | (60,000) |
Purchase of property and equipment | (47,223) | (68,844) |
Payment of loan receivable - related party | (1,000) | (24,220) |
Collection of amounts due from related parties | 100 | 200 |
Net cash used in investing activities | (1,612,255) | (152,864) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from loans payable | 400,000 | |
Repayments of loans payable | (232,018) | (321,609) |
Repayment of loans payable - related parties | (60,787) | |
Proceeds from common stock issued | 1,100,000 | 3,586,250 |
Proceed from issuance of common stock purchase option | 500,000 | |
Repayment of convertible notes | (250,000) | |
Net cash provided by financing activities | 1,367,982 | 3,353,854 |
Effect of exchange rate changes on cash | (9,311) | (11,438) |
Net change in cash | (1,688,876) | 1,096,154 |
Cash, beginning of period | 3,334,813 | 753,316 |
Cash, end of period | 1,645,937 | 1,849,470 |
Supplemental cash flow information | ||
Cash paid for interest | 3,333 | 117,198 |
Cash paid for taxes | ||
Non-cash transactions: | ||
Common stock issued for asset acquisition | 325,000 | |
Cmmon stock issued and to be issued for acquisition of suobsidiaries | 1,550,000 | |
Common stock issued for conversion of debt | 422,295 | |
Resolution of derivative liabilities | 708,611 | |
Related party debt forgiveness | 807,103 | |
Common stock issued for settlement of debt | 2,056,530 | |
Preferred stock issued for conversion of common stock | $ 21 |
Consolidated Balance Sheets (An
Consolidated Balance Sheets (Annual) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Current Assets | |||
Cash | $ 3,334,813 | $ 753,316 | |
Accounts receivable, net | $ 4,303,010 | 2,540,515 | 2,528,321 |
Due from related parties | 375,955 | 424,086 | 221,790 |
Prepaid and other current assets | 493,539 | 267,110 | 78,157 |
Total Current Assets | 6,818,441 | 6,566,524 | 3,581,584 |
Property and equipment, net | 386,707 | 409,382 | 350,530 |
Intangible asset | 99,592 | 99,592 | 21,875 |
Goodwill | 5,172,146 | 1,537,742 | 1,537,742 |
Deferred tax assets | 446,402 | 460,036 | |
TOTAL ASSETS | 12,903,550 | 9,059,642 | 5,951,767 |
Current Liabilities | |||
Accounts payable | 2,517,086 | 1,474,595 | 2,737,411 |
Due to related parties | 26,613 | 26,613 | 94,616 |
Loans payable - net of discount of $7,406 and $19,221 | 315,450 | 1,332,612 | |
Loans payable - related parties | 239,308 | 2,054,379 | |
Current portion of convertible notes - net of discount of $0 and $370,106 | 253,554 | ||
Other current liabilities | 658,131 | 307,049 | 413,676 |
Derivative liabilities | 1,025,691 | ||
Total Current Liabilities | 3,607,416 | 2,363,015 | 7,911,939 |
Convertible notes - net of discount of $0 and $2,184 | 2,816 | ||
Loans payable, non-current | 104,840 | 119,295 | 270,836 |
Employee benefits, non-current | 156,434 | 161,212 | |
TOTAL LIABILITIES | 3,861,774 | 2,638,744 | 8,346,803 |
Stockholders' Equity (Deficit) | |||
Common stock: 300,000,000 authorized; $0.001 par value 147,477,358 and 118,133,432 shares issued and outstanding, respectively | 151,559 | 147,477 | 118,133 |
Additional paid in capital | 29,304,429 | 25,842,982 | 13,267,261 |
Accumulated deficit | (19,443,071) | (18,536,921) | (14,699,148) |
Accumulated other comprehensive loss | (37,376) | (36,658) | (74,831) |
Equity attributed to stockholders of iQSTEL Inc. | 9,975,572 | 7,416,911 | (1,388,575) |
Deficit attributable to noncontrolling interests | (933,796) | (996,013) | (1,006,461) |
Total stockholders' Equity (Deficit) | 9,041,776 | 6,420,898 | (2,395,036) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 12,903,550 | 9,059,642 | 5,951,767 |
Preferred Class A [Member] | |||
Stockholders' Equity (Deficit) | |||
Preferred stock: 1,200,000 authorized; $0.001 par value | 10 | 10 | 10 |
Preferred Class B [Member] | |||
Stockholders' Equity (Deficit) | |||
Preferred stock: 1,200,000 authorized; $0.001 par value | 21 | 21 | |
Preferred Class C [Member] | |||
Stockholders' Equity (Deficit) | |||
Preferred stock: 1,200,000 authorized; $0.001 par value |
Consolidated Balance Sheets (_3
Consolidated Balance Sheets (Annual) (Parenthetical) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument, Unamortized Discount | $ 7,406 | $ 19,221 |
[custom:LoansPayableUnamortizedDiscount1-0] | 0 | 370,106 |
Debt Instrument, Unamortized Discount, Noncurrent | $ 0 | $ 2,184 |
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, Outstanding | 147,477,358 | 118,133,432 |
Preferred Class A [Member] | ||
Preferred Stock, Shares Authorized | 10,000 | 10,000 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Outstanding | 10,000 | 10,000 |
Preferred Class B [Member] | ||
Preferred Stock, Shares Authorized | 200,000 | 200,000 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Outstanding | 21,000 | 0 |
Preferred Class C [Member] | ||
Preferred Stock, Shares Authorized | 200,000 | 200,000 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Annual) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Revenues | $ 64,702,018 | $ 44,910,006 |
Cost of revenue | 63,168,303 | 43,947,654 |
Gross profit | 1,533,715 | 962,352 |
Operating expenses | ||
General and administration | 4,517,631 | 4,174,367 |
Total operating expenses | 4,517,631 | 4,174,367 |
Operating loss | (2,983,916) | (3,212,015) |
Other income (expense) | ||
Other income | 4,426 | 38,585 |
Other expenses | 2,684 | (117,562) |
Interest expense | (675,481) | (3,509,323) |
Change in fair value of derivative liabilities | 317,080 | 255,614 |
Gain (loss) on settlement of debt | (528,794) | (154,629) |
Total other income (expense) | (880,085) | (3,487,315) |
Net loss before provision for income taxes | (3,864,001) | (6,699,330) |
Income taxes | (152) | |
Net income (loss) | (3,864,001) | (6,699,482) |
Less: Net income (loss) attributable to noncontrolling interests | (26,228) | (125,591) |
Net income (loss) attributed to stockholders of iQSTEL Inc. | (3,837,773) | (6,573,891) |
Comprehensive income (loss) | ||
Foreign currency adjustment | 74,849 | (146,373) |
Total comprehensive income (loss) | (3,789,152) | (6,845,855) |
Less: Comprehensive income attributable to noncontrolling interests | 10,448 | (197,314) |
Net comprehensive income (loss) attributed to stockholders of iQSTEL Inc. | $ (3,799,600) | $ (6,648,541) |
Basic and diluted loss per common share | $ (0.03) | $ (0.10) |
Weighted average number of common shares outstanding - Basic and diluted | 135,383,893 | 63,941,222 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Stockholders' Equity (Deficit) (Annual) - USD ($) | Preferred Stock [Member] Series A Preferred Stock [Member] | Preferred Stock [Member] Series B Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Comprehensive Income [Member] | Total | Noncontrolling Interest [Member] | AOCI Including Portion Attributable to Noncontrolling Interest [Member] |
Balance - March 31, 2021 at Dec. 31, 2019 | $ 18,008 | $ 3,240,528 | $ (8,125,257) | $ (181) | $ (4,866,902) | $ (903,513) | $ (5,770,415) | ||
Shares, Issued at Dec. 31, 2019 | 18,008,591 | ||||||||
Preferred stock issued for conversion of common stock | $ 10 | $ (100) | 90 | ||||||
[custom:PreferredStockIssuedForConversionOfCommonStockShares] | 10,000 | (100,000) | |||||||
Common stock issued for cash and subscription receivable | $ 23,938 | 1,891,067 | $ 1,915,005 | 1,915,005 | |||||
Stock Issued During Period, Shares, New Issues | 23,937,500 | 100,224,841 | |||||||
Common stock issued for settlement of debt | $ 12,818 | 876,275 | $ 889,093 | 889,093 | |||||
[custom:CommonStockIssuedForSettlementOfDebtShares] | 12,818,145 | ||||||||
Common stock issued for service | $ 6,268 | 641,590 | 647,858 | 647,858 | |||||
Stock Issued During Period, Shares, Issued for Services | 6,267,600 | ||||||||
Common stock issued for forbearance of debt | $ 1,150 | 91,100 | 92,250 | 92,250 | |||||
[custom:CommonStockIssuedForForbearanceOfDebtShares] | 1,150,000 | ||||||||
Common stock issued for conversion of debt | $ 46,575 | 1,349,865 | 1,396,440 | 1,396,440 | |||||
[custom:CommonStockIssuedForConversionOfDebtShares] | 46,575,378 | ||||||||
Common stock issued for exercised cashless warrant | $ 9,476 | (9,476) | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | 9,476,218 | 9,476,218 | |||||||
Common stock issued for acquisition of Itsbchain LLC | 50,000 | $ 50,000 | 50,000 | ||||||
Stock Issued During Period, Shares, Acquisitions | |||||||||
Acquisition of IoT Lab | 94,366 | 94,366 | |||||||
[custom:AcquisitionOfIOTLabsShares] | |||||||||
Resolution of derivative liabilities | 5,136,222 | 5,136,222 | 5,136,222 | ||||||
Foreign currency translation adjustments | (74,650) | (74,650) | (71,723) | (146,373) | |||||
Net loss | (6,573,891) | (6,573,891) | (125,591) | (6,699,482) | |||||
Common stock payable | |||||||||
Related party debt to equity swap | |||||||||
Balance - June 30, 2021 at Dec. 31, 2020 | $ 10 | $ 118,133 | 13,267,261 | (14,699,148) | (74,831) | (1,388,575) | (1,006,461) | (2,395,036) | |
Shares, Issued at Dec. 31, 2020 | 10,000 | 118,133,432 | |||||||
Common stock issued for cash and subscription receivable | $ 35,863 | 3,550,387 | 3,586,250 | 3,586,250 | |||||
Stock Issued During Period, Shares, New Issues | 35,862,500 | ||||||||
Common stock issued for service | $ 195 | 284,505 | 284,700 | 284,700 | |||||
Stock Issued During Period, Shares, Issued for Services | 195,000 | ||||||||
Common stock issued for forbearance of debt | $ 250 | 49,675 | 49,925 | 49,925 | |||||
[custom:CommonStockIssuedForForbearanceOfDebtShares] | 250,000 | ||||||||
Common stock issued for conversion of debt | $ 6,081 | 416,214 | 422,295 | 422,295 | |||||
Resolution of derivative liabilities | 708,611 | 708,611 | 708,611 | ||||||
Foreign currency translation adjustments | 54,905 | 54,905 | 52,751 | 107,656 | |||||
Net loss | (1,942,391) | (1,942,391) | 63,902 | (1,878,489) | |||||
Common stock issued for compensation | $ 600 | 563,400 | 564,000 | 564,000 | |||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 600,000 | ||||||||
Cancellation of common stock | $ (1,295) | (88,809) | (90,104) | (90,104) | |||||
[custom:CancellationOfCommonStockShares] | (1,294,600) | ||||||||
Balance - June 30, 2021 at Mar. 31, 2021 | $ 10 | $ 21 | $ 138,827 | 18,772,223 | (16,641,539) | (19,926) | 2,249,616 | (889,808) | 1,359,808 |
Shares, Issued at Mar. 31, 2021 | 10,000 | 21,000 | 138,826,964 | ||||||
Balance - March 31, 2021 at Dec. 31, 2020 | $ 10 | $ 118,133 | 13,267,261 | (14,699,148) | (74,831) | (1,388,575) | (1,006,461) | (2,395,036) | |
Shares, Issued at Dec. 31, 2020 | 10,000 | 118,133,432 | |||||||
Common stock issued for acquisition of Itsbchain LLC | |||||||||
Net loss | (2,929,767) | ||||||||
Balance - June 30, 2021 at Jun. 30, 2021 | $ 10 | $ 21 | $ 141,657 | 22,045,226 | (17,628,915) | (48,825) | 4,509,174 | (1,052,569) | 3,456,605 |
Shares, Issued at Jun. 30, 2021 | 10,000 | 21,000 | 141,657,358 | ||||||
Balance - March 31, 2021 at Dec. 31, 2020 | $ 10 | $ 118,133 | 13,267,261 | (14,699,148) | (74,831) | (1,388,575) | (1,006,461) | (2,395,036) | |
Shares, Issued at Dec. 31, 2020 | 10,000 | 118,133,432 | |||||||
Preferred stock issued for conversion of common stock | $ 21 | $ (21,000) | 20,979 | ||||||
[custom:PreferredStockIssuedForConversionOfCommonStockShares] | 21,000 | (21,000,000) | |||||||
Common stock issued for cash and subscription receivable | $ 41,563 | 6,394,687 | $ 6,436,250 | 6,436,250 | |||||
Stock Issued During Period, Shares, New Issues | 41,562,500 | 51,638,526 | |||||||
Common stock issued for settlement of debt | $ 2,230 | 2,054,300 | $ 2,056,530 | 2,056,530 | |||||
[custom:CommonStockIssuedForSettlementOfDebtShares] | 2,230,394 | ||||||||
Common stock issued for service | $ 195 | 284,505 | $ 284,700 | 284,700 | |||||
Stock Issued During Period, Shares, Issued for Services | 195,000 | 195,000 | |||||||
Common stock issued for forbearance of debt | $ 250 | 49,675 | $ 49,925 | 49,925 | |||||
[custom:CommonStockIssuedForForbearanceOfDebtShares] | 250,000 | ||||||||
Common stock issued for conversion of debt | $ 6,081 | 416,214 | 422,295 | 422,295 | |||||
[custom:CommonStockIssuedForConversionOfDebtShares] | 6,080,632 | ||||||||
Resolution of derivative liabilities | 708,611 | 708,611 | 708,611 | ||||||
Foreign currency translation adjustments | 38,173 | 38,173 | 36,676 | 74,849 | |||||
Net loss | (3,837,773) | (3,837,773) | (26,228) | (3,864,001) | |||||
Common stock issued for compensation | $ 1,320 | 1,036,248 | 1,037,568 | 1,037,568 | |||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 1,320,000 | ||||||||
Common stock payable | 52,161 | 52,161 | 52,161 | ||||||
[custom:CommonStockPayableShares] | |||||||||
Related party debt to equity swap | 1,647,150 | 1,647,150 | 1,647,150 | ||||||
[custom:RelatedPartyDebtToEquitySwapShares] | |||||||||
Cancellation of common stock | $ (1,295) | (88,809) | (90,104) | (90,104) | |||||
[custom:CancellationOfCommonStockShares] | (1,294,600) | ||||||||
Balance - June 30, 2021 at Dec. 31, 2021 | $ 10 | $ 21 | $ 147,477 | 25,842,982 | (18,536,921) | (36,658) | 7,416,911 | (996,013) | 6,420,898 |
Shares, Issued at Dec. 31, 2021 | 10,000 | 21,000 | 147,477,358 | ||||||
Balance - March 31, 2021 at Mar. 31, 2021 | $ 10 | $ 21 | $ 138,827 | 18,772,223 | (16,641,539) | (19,926) | 2,249,616 | (889,808) | 1,359,808 |
Shares, Issued at Mar. 31, 2021 | 10,000 | 21,000 | 138,826,964 | ||||||
Common stock issued for settlement of debt | $ 2,230 | 2,054,300 | 2,056,530 | 2,056,530 | |||||
[custom:CommonStockIssuedForSettlementOfDebtShares] | 2,230,394 | ||||||||
Foreign currency translation adjustments | (28,899) | (28,899) | (27,765) | (56,664) | |||||
Net loss | (987,376) | (987,376) | (134,996) | (1,122,372) | |||||
Common stock issued for compensation | $ 600 | 411,600 | 412,200 | 412,200 | |||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 600,000 | ||||||||
Balance - June 30, 2021 at Jun. 30, 2021 | $ 10 | $ 21 | $ 141,657 | 22,045,226 | (17,628,915) | (48,825) | 4,509,174 | (1,052,569) | 3,456,605 |
Shares, Issued at Jun. 30, 2021 | 10,000 | 21,000 | 141,657,358 | ||||||
Balance - March 31, 2021 at Dec. 31, 2021 | $ 10 | $ 21 | $ 147,477 | 25,842,982 | (18,536,921) | (36,658) | 7,416,911 | (996,013) | 6,420,898 |
Shares, Issued at Dec. 31, 2021 | 10,000 | 21,000 | 147,477,358 | ||||||
Common stock issued for cash and subscription receivable | $ 2,000 | 998,000 | 1,000,000 | 1,000,000 | |||||
Stock Issued During Period, Shares, New Issues | 2,000,000 | ||||||||
Foreign currency translation adjustments | (196) | (196) | (188) | (3,840) | |||||
Net loss | (554,970) | (554,970) | 30,239 | (524,731) | |||||
Common stock issued for compensation | $ 60 | 41,079 | 41,139 | 41,139 | |||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 60,000 | ||||||||
Balance - June 30, 2021 at Mar. 31, 2022 | $ 10 | $ 21 | $ 149,537 | 26,882,061 | (19,091,891) | (36,854) | 7,902,884 | (965,962) | 6,936,922 |
Shares, Issued at Mar. 31, 2022 | 10,000 | 21,000 | 149,537,358 | ||||||
Balance - March 31, 2021 at Dec. 31, 2021 | $ 10 | $ 21 | $ 147,477 | 25,842,982 | (18,536,921) | (36,658) | 7,416,911 | (996,013) | 6,420,898 |
Shares, Issued at Dec. 31, 2021 | 10,000 | 21,000 | 147,477,358 | ||||||
Common stock issued for cash and subscription receivable | $ 1,000,000 | ||||||||
Stock Issued During Period, Shares, New Issues | 2,000,000 | ||||||||
Common stock issued for acquisition of Itsbchain LLC | $ 325,000 | ||||||||
Net loss | (906,150) | ||||||||
Common stock issued for compensation | $ 71,629 | ||||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 120,000 | ||||||||
Balance - June 30, 2021 at Jun. 30, 2022 | $ 10 | $ 21 | $ 151,559 | 29,304,429 | (19,443,071) | (37,376) | $ 9,975,572 | (933,796) | 9,041,776 |
Shares, Issued at Jun. 30, 2022 | 10,000 | 21,000 | 151,559,011 | ||||||
Balance - March 31, 2021 at Mar. 31, 2022 | $ 10 | $ 21 | $ 149,537 | 26,882,061 | (19,091,891) | (36,854) | 7,902,884 | (965,962) | 6,936,922 |
Shares, Issued at Mar. 31, 2022 | 10,000 | 21,000 | 149,537,358 | ||||||
Stock Issued During Period, Shares, New Issues | |||||||||
Common stock issued for acquisition of Itsbchain LLC | $ 500 | 324,500 | 325,000 | 325,000 | |||||
Stock Issued During Period, Shares, Acquisitions | 500,000 | ||||||||
Foreign currency translation adjustments | (522) | (522) | (501) | (1,023) | |||||
Net loss | (351,180) | (351,180) | 65,723 | (285,457) | |||||
Common stock issued for compensation | $ 60 | 30,430 | 30,490 | 30,490 | |||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 60,000 | ||||||||
Common stock payable | 18,900 | 18,900 | 18,900 | ||||||
[custom:CommonStockPayableShares] | |||||||||
Balance - June 30, 2021 at Jun. 30, 2022 | $ 10 | $ 21 | $ 151,559 | $ 29,304,429 | $ (19,443,071) | $ (37,376) | $ 9,975,572 | $ (933,796) | $ 9,041,776 |
Shares, Issued at Jun. 30, 2022 | 10,000 | 21,000 | 151,559,011 |
Consoolidated Statements of Cas
Consoolidated Statements of Cash Flows (Annual) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (3,864,001) | $ (6,699,482) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock based compensation and cancellation | 1,284,325 | 697,858 |
Bad debt | 0 | 137,749 |
Write-off of due from related party | 10,148 | 43,375 |
Depreciation and amortization | 91,474 | 68,602 |
Amortization of debt discount | 450,771 | 2,221,506 |
Change in fair value of derivative liabilities | (317,080) | (255,614) |
Loss on settlement of debt | 528,794 | 154,629 |
Prepayment and default penalty | 122,020 | 358,046 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (39,862) | 167,077 |
Prepaid and other current assets | (91,066) | 21,629 |
Accounts payable | (1,231,946) | 432,872 |
Other current liabilities | (95,758) | 535,579 |
Net cash used in operating activities | (3,152,181) | (2,116,174) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Acquisition of subsidiary, net of cash acquired | (60,000) | 15,781 |
Purchase of property and equipment | (153,183) | (90,192) |
Purchase of intangible assets | (77,717) | |
Payment of loan receivable - related party | (220,674) | (18,888) |
Collection of due from related parties | 226 | 2,088 |
Net cash used in investing activities | (511,348) | (91,211) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from loans payable | 600,000 | 1,239,620 |
Repayments of loans payable | (344,483) | (969,664) |
Proceeds from loans payable - related parties | 20,182 | |
Repayment of loans payable - related parties | (90,787) | (20,197) |
Common stock issued | 6,336,250 | 1,915,005 |
Proceeds from convertible notes | 1,420,000 | |
Repayment of convertible notes | (250,000) | (942,190) |
Net cash provided by financing activities | 6,250,980 | 2,662,756 |
Effect of exchange rate changes on cash | (5,954) | 27,442 |
Net change in cash | 2,581,497 | 482,813 |
Cash, beginning of period | 753,316 | 270,503 |
Cash, end of period | 3,334,813 | 753,316 |
Supplemental cash flow information | ||
Cash paid for interest | 126,818 | 976,234 |
Cash paid for taxes | ||
Non-cash transactions: | ||
Derivative liabilities recognized as debt discount | 1,673,393 | |
Common stock payable | 52,161 | |
Common stock issued for conversion of debt | 422,295 | 1,396,440 |
Cashless warrant exercised | 9,476 | |
Resolution of derivative liabilities | 708,611 | 5,136,222 |
Related party debt to equity swap | 1,647,150 | |
Common stock issued for settlement of debt | 2,056,530 | 889,093 |
Amount owing for acquisition of IOT | 60,000 | |
Common stock issued for forbearance of debt | 49,925 | 92,250 |
Replacement of convertible notes to note payable | 1,000,000 | |
Preferred stock issued for conversion of common stock | 21 | 10 |
Subscription receivable | $ 100,000 |
NOTE 1 -ORGANIZATION AND DESCRI
NOTE 1 -ORGANIZATION AND DESCRIPTION OF BUSINESS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
NOTE 1 -ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 -ORGANIZATION AND DESCRIPTION OF BUSINESS Organization and Operations iQSTEL Inc. (“iQSTEL”, “we”, “us”, or the “Company”) was incorporated under the laws of the State of Nevada June 24, 2011 The Company has been engaged in the business of telecommunication services as a wholesale carrier of voice, SMS and data for other telecom companies around the World with more than 150 active interconnection agreements with mobile companies, fixed line companies and other wholesale carriers. Acquisitions On May 13, 2022, we entered into a Company Acquisition Agreement regarding the acquisition of 51% On June 1, 2022, we entered into a Company Acquisition Agreement regarding the acquisition of 51% Both acquisitions are detailed in Note 4. | NOTE 1 -ORGANIZATION AND DESCRIPTION OF BUSINESS Organization and Operations iQSTEL Inc. (“iQSTEL”, “we”, “us”, or the “Company”) was incorporated under the laws of the State of Nevada June 24, 2011 The Company has been engaged in the business of telecommunication services as a wholesale carrier of voice, SMS and data for other telecom companies around the World with more than 150 active interconnection agreements with mobile companies, fixed line companies and other wholesale carriers. The Company incorporated a 75% owned subsidiary, Global Money One Inc. under the laws of the state of Delaware, on November 16, 2020. COVID-19 A novel strain of coronavirus (COVID-19) was first identified in December 2019, and subsequently declared a global pandemic by the World Health Organization on March 11, 2020. As a result of the outbreak, many companies have experienced disruptions in their operations and in markets served. The Company has instituted some and may take additional temporary precautionary measures intended to help ensure the well-being of its employees and minimize business disruption. The Company considered the impact of COVID-19 on the assumptions and estimates used and determined that there were no material adverse impacts on the Company’s results of operations and financial position at December 31, 2021. The full extent of the future impacts of COVID-19 on the Company’s operations is uncertain. A prolonged outbreak could have a material adverse impact on financial results and business operations of the Company, including the timing and ability of the Company to collect accounts receivable and the ability of the Company to continue to provide high quality services to its clients. The Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of April 15, 2022, the date of issuance of this Annual Report on Form 10-K. These estimates may change, as new events occur and additional information is obtained. |
NOTE 2 -SUMMARY OF SIGNIFICANT
NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
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 financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of June 30, 2022 and the results of operations and cash flows for the periods presented. The results of operations for the six months ended June 30, 2022 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited 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, 2021 filed with the SEC on April 15, 2022. 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 and Smartbiz Telecom LLC. All significant intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments. Business Combinations In accordance with ASC 805-10, “ Business Combinations Foreign Currency Translation and Re-measurement The Company translates its foreign operations to the U.S. dollar in accordance with ASC 830, “ Foreign Currency Matters The functional currency and reporting currency of the Company, Etelix, QGlobal, Itsbchain, IoT Labs, Global Money One, Whisl, and Smartbiz is the U.S. dollar, while the functional currency of SwissLink is the Swiss Franc (“CHF”). SwissLink translates their records into the U.S. dollar as follows: · Assets and liabilities at the rate of exchange in effect at the balance sheet date · Equities at historical rate · Revenue and expense items at the average rate of exchange prevailing during the period Adjustments arising from such translations are included in accumulated other comprehensive income (loss) in stockholders’ equity. Accounts Receivable and Allowance for Uncollectible Accounts Substantially all of the Company’s accounts receivable balance is related to trade receivables. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The Company reviews its allowance for doubtful accounts daily and past due balances over 60 days and a specified amount are reviewed individually for collectability. Account balances are charged off after all means of collection have been exhausted and the potential for recovery is considered remote. During the six months ended June 30, 2022 and 2021, the Company did not record bad debt expense. Net Income (Loss) Per Share of Common Stock The Company has adopted ASC 260, ”Earnings per Share” Concentrations of Credit Risk The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents and related party payables. The Company places its cash and cash equivalents with financial institutions of high creditworthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. During the six months ended June 30, 2022, 8 customers represented 87% 87% 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 existed, 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 clients. Recent Accounting Pronouncements Management has considered all recent accounting pronouncements issued since the last audit of our financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements. | NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The consolidated financial statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The financial statements have been prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States of America. The Company’s fiscal year end is December 31. Consolidation Policy The consolidated financial statements of the Company include the accounts of the Company and its owned subsidiaries, Etelix.com USA, LLC (“Etelix”), SwissLink Carrier AG (“Swisslink”), ITSBCHAIN, LLC (“ItsBchain”), QGLOBAL SMS, LLC (“QGlobal”), IoT Labs, LLC (“IoT Labs”) and Global Money One Inc (“Global Money One”). All significant intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments. Business Combinations In accordance with ASC 805-10, “ Business Combinations Foreign Currency Translation and Re-measurement The Company translates its foreign operations to U.S. dollar in accordance with ASC 830, “ Foreign Currency Matters The functional currency and reporting currency of Etelix, QGlobal, ItsBchain, IoT Labs and Global Money One is the U.S. dollar, while SwissLink’s functional currency is the Swiss Franc (“CHF”). The Company’s subsidiaries, whose functional currency is not the U.S. dollar, translate their records into U.S. dollar as follows: · Assets and liabilities at the rate of exchange in effect at the balance sheet date · Equities at historical rate · Revenue and expense items at the average rate of exchange prevailing during the period Adjustments arising from such translations are included in accumulated other comprehensive income in stockholders’ equity. December 31, December 31, 2021 2020 Spot CHF: USD exchange rate $ 1.0974 $ 1.1304 Average CHF: USD exchange rate $ 1.0969 $ 1.0662 Cash and Cash Equivalents Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. The Company had no cash equivalents at December 31, 2021 and 2020. Accounts Receivable and Allowance for Uncollectible Accounts Substantially all of the Company’s accounts receivable balance is related to trade receivables. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The Company reviews its allowance for doubtful accounts daily and past due balances over 60 days and a specified amount are reviewed individually for collectability. Account balances are charged off after all means of collection have been exhausted and the potential for recovery is considered remote. During the years ended December 31, 2021 and 2020, the Company had bad debt expense of $0 $137,749 Long-Lived Assets Long-lived assets are evaluated for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on a comparison of the undiscounted future cash flows to the recorded value of the asset. If impairment is indicated, the asset is written down to its estimated fair value. Fixed Assets Fixed assets, consisting of telecommunications equipment and software, is recorded at cost reduced by accumulated depreciation and amortization. Depreciation and amortization expense is recognized over the assets’ estimated useful lives of 3 years 5 years 5 years Impairment of tangible and intangible assets Tangible and intangible assets (excluding goodwill) are assessed at each reporting date for indications that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Company makes an estimate of the asset's recoverable amount. The asset's recoverable amount is the higher of an asset's or cash-generating unit's fair value less costs of disposal and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset or a group of assets exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or the group of assets. Goodwill We allocate goodwill to reporting units based on the reporting unit expected to benefit from the business combination. We evaluate our reporting units on an annual basis and, if necessary, reassign goodwill using a relative fair value allocation approach. Goodwill is tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. These events or circumstances could include a significant change in the business climate, legal factors, operating performance indicators, competition, or sale or disposition of a significant portion of a reporting unit. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units, and determination of the fair value of each reporting unit. The fair value of each reporting unit is estimated primarily through the use of a discounted cash flow methodology. This analysis requires significant judgments, including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term rate of growth for our business, estimation of the useful life over which cash flows will occur, and determination of our weighted average cost of capital. The estimates used to calculate the fair value of a reporting unit change from year to year based on operating results, market conditions, and other factors. Changes in these estimates and assumptions could materially affect the determination of fair value and goodwill impairment for each reporting unit. Retirement Benefit Costs Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due. Payments made to state-managed retirement benefit schemes are dealt with as payments to defined contribution schemes where the Company’s obligations under the schemes are equivalent to those arising in a defined contribution retirement benefit scheme. For defined benefit schemes, the cost of providing benefits is determined using the Projected Unit Credit Method, with actuarial valuations being carried out at each balance sheet date. Actuarial gains and losses are recognized in full in the period in which they occur. They are recognized outside the income statement and are presented in other comprehensive income. Past service cost is recognized immediately in the income statement in the period in which it occurs. The retirement benefit obligation recognized in the balance sheet represents the present value of the defined obligation as adjusted for unrecognized past service cost, and as reduced by the fair value of the scheme assets. Any asset resulting from this calculation is limited to past service cost, plus the present value of available refunds and reductions in future contributions to the scheme. Net Income (Loss) Per Share of Common Stock The Company has adopted ASC 260, ”Earnings per Share” Concentrations of Credit Risk The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents and related party payables that it will likely incur in the near future. The Company places its cash and cash equivalents with financial institutions of high creditworthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. During the year ended December 31, 2021 and 2020, 7 and 6 customers represented 88% 70% 68% 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 and cash equivalents; accounts receivable; prepaid and other current assets; accounts payable; 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 party’s due to their related party nature. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. We evaluate all of our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company used a Black Scholes valuation model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Income Taxes The Company uses the liability method of accounting for income taxes. Under the liability method, deferred tax assets and liabilities are determined based on differences between financial reporting and the tax basis of assets, liabilities, the carry forward of operating losses and tax credits, and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. An allowance against deferred tax assets is recorded when it is more likely than not that such tax benefits will not be realized. Related Parties The Company follows ASC 850, “Related Party Disclosures,” Revenue Recognition The Company recognizes revenue from telecommunication services in accordance with ASC 606, “ Revenue from Contracts with Customers.” The Company recognizes revenue related to monthly usage charges and other recurring charges during the period in which the telecommunication services are rendered, provided that persuasive evidence of a sales arrangement exists, and collection is reasonably assured. Management considers persuasive evidence of a sales arrangement to be a written interconnection agreement. The Company’s payment terms vary by client. Cost of revenue Costs of revenue represent direct charges from vendors that the Company incurs to deliver services to its customers. These costs primarily consist of usage charges for calls terminated in vendor’s network. Lease The Company leases office space for corporate and network monitoring activities and to house telecommunications equipment. In accordance with ASC 842, “ Leases The office lease meets the definition of a short-term lease because the lease term is 12 months or less. Consequently, consistent with Company’s accounting policy election, the Company does not recognize the right-of-use asset and the lease liability arising from this lease. Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “ Debt—Debt with “Conversion and Other Options Hedging—Contracts in Entity’s Own Equity |
NOTE 3 - GOING CONCERN
NOTE 3 - GOING CONCERN | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
NOTE 3 - GOING CONCERN | NOTE 3 - GOING CONCERN The Company's consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has suffered recurring losses from operations and does not have an established source of revenues sufficient to cover its operating costs. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish its business plan and eventually attain profitable operations. During the next year, the Company's foreseeable cash requirements will relate to continual development of the operations of its business, maintaining its good standing in the industry and continuing its marketing efforts. The Company may experience a cash shortfall and be required to raise additional capital. Historically, the Company has relied upon funds from its stockholders. Management may raise additional capital through future public or private offerings of the Company's stock or through loans from private investors, although there can be no assurance that it will be able to obtain such financing. The Company's failure to do so could have a material and adverse effect upon its operations and its stockholders. | NOTE 3 - GOING CONCERN The Company's consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has suffered recurring losses from operations and does not have an established source of revenues sufficient to cover its operating costs. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish its business plan and eventually attain profitable operations. During the next year, the Company's foreseeable cash requirements will relate to continual development of the operations of its business, maintaining its good standing in the industry and continuing its marketing efforts. The Company may experience a cash shortfall and be required to raise additional capital. Historically, the Company has relied upon funds from its stockholders. Management may raise additional capital through future public or private offerings of the Company's stock or through loans from private investors, although there can be no assurance that it will be able to obtain such financing. The Company's failure to do so could have a material and adverse effect upon its operations and its stockholders. |
NOTE 4 _ ACQUISITIONS
NOTE 4 – ACQUISITIONS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | ||
NOTE 4 – ACQUISITIONS | NOTE 4 – ACQUISITIONS On May 13, 2022, we entered into a Company Acquisition Agreement (Purchase Agreement) with US Acquisitions, LLC, a California limited liability company (Seller) concerning the contemplated sale by Seller and the purchase by us of 51% 51% $1,800,000 $1,250,000 $550,000 1,461,653 On June 1, 2022, we entered into a Purchase Agreement for the purchase of 51% $1,800,000 $800,000 $1,000,000 2,850,330 Smartbiz and Whisl have been included in our consolidated results of operations since the acquisition dates. The following table summarizes the fair value of the consideration paid by the Company: Whisl May 13, Fair Value of Consideration: 2022 Cash $ 1,000,000 Payable to seller 250,000 1,461,653 shares of common stock 550,000 Total Purchase Price $ 1,800,000 Smartbiz June 1, Fair Value of Consideration: 2022 Cash $ 725,000 Payable to seller 75,000 2,850,330 shares of common stock 1,000,000 Total Purchase Price $ 1,800,000 The following table summarizes the identifiable assets acquired and liabilities assumed upon acquisition of Smartbiz and Whisl and the calculation of goodwill: Whisl Total purchase price $ 1,800,000 Cash 141,113 Accounts receivable 109,762 Total identifiable assets 250,875 Accounts payable ( 241,426 ) Other current liabilities ( 2,075 ) Total liabilities assumed ( 243,501 ) Net assets 7,374 Non-controlling interest 3,613 Total net assets 3,761 Goodwill $ 1,796,239 Smartbiz Total purchase price $ 1,800,000 Cash 19,755 Accounts receivable 789,515 Total identifiable assets 809,270 Accounts payable ( 807,265 ) Other current liabilities ( 76,839 ) Total liabilities assumed ( 884,104 ) Net assets ( 74,834 ) Non-controlling interest ( 36,669 ) Total net assets ( 38,165 ) Goodwill $ 1,838,165 Unaudited combined proforma results of operations for the six months ended June 30, 2022 and 2021 as though the Company acquired Smartbiz and Whisl on January 1, 2020, are set forth below: Six Months Ended June 30, 2022 2021 Revenues $ 47,228,496 $ 38,791,210 Cost of revenues 46,061,883 37,528,152 Gross profit 1,166,613 1,263,058 Operating expenses 3,066,379 3,327,710 Operating loss (1,899,766 ) (2,064,652 ) Other expense (6,572 ) (825,518 ) Net Loss $ (1,906,338 ) $ (2,890,170 ) | NOTE 4 - ACQUISITION IoT Labs On April 15, 2020, we entered into a Company Acquisition Agreement (the “Agreement”) with Francisco Bunt regarding the acquisition of 51% $180,000 The following table summarizes the identifiable assets acquired and liabilities assumed upon acquisition of IoT Labs and the calculation of goodwill: Total purchase price $ 180,000 Cash 135,781 Other current assets 953 Property and equipment 34,075 Intangible asset 21,875 Total identifiable assets 192,684 Accounts payable (100 ) Total liabilities assumed (100 ) Net assets 192,584 Non-controlling interest 94,366 Total net assets 98,218 Goodwill $ 81,782 Unaudited combined proforma results of operations for the year ended December 31, 2020 as though the Company acquired IoT Labs on January 1, 2020, are set forth below: December 31, 2020 Revenues $ 55,784,168 Cost of revenues 54,631,017 Gross profit 1,153,151 Operating expenses 4,224,903 Operating loss (3,071,752 ) Other expense (3,487,315 ) Net Loss $ (6,559,067 ) |
NOTE 5 _ PROPERTY AND EQUIPMENT
NOTE 5 – PROPERTY AND EQUIPMENT | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
NOTE 5 – PROPERTY AND EQUIPMENT | NOTE 5 – PROPERTY AND EQUIPMENT Property and equipment at June 30, 2022 and December 31, 2021 consisted of the following: June 30, December 31, 2022 2021 Telecommunication equipment $ 290,660 $ 258,871 Telecommunication software 593,497 618,125 Other equipment 98,085 108,805 Total property and equipment 982,242 985,801 Accumulated depreciation and amortization ( 595,535 ) ( 576,419 ) Total property and equipment $ 386,707 $ 409,382 Depreciation and amortization expense for the six months ended June 30, 2022 and 2021 amounted to $62,371 $42,421 | NOTE 6 – PROPERTY AND EQUIPMENT Property and equipment at December 31, 2021 and 2020 consisted of the following: December 31, December 31, 2021 2020 Telecommunication equipment $ 258,871 $ 259,000 Telecommunication software 618,125 530,514 Other equipment 108,805 47,206 Total property and equipment 985,801 836,720 Accumulated depreciation and amortization ( 576,419 ) ( 486,190 ) Total property and equipment $ 409,382 $ 350,530 Depreciation expense for the year ended December 31, 2021 and 2020 amounted to $91,474 $68,602 |
NOTE 6 _LOANS PAYABLE
NOTE 6 –LOANS PAYABLE | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
NOTE 6 –LOANS PAYABLE | NOTE 6 –LOANS PAYABLE Loans payable at June 30, 2022 and December 31, 2021 consisted of the following: June 30, December 31, 2022 2021 Term Interest rate Bridge Loan $ — $ 222,222 Note was issued on November 1, 2020 and due on January 30, 2022 18.0% Martus 96,185 100,634 Note was issued on October 23, 2018 and due on January 3, 2023 5.0% Swisspeers AG — 9,605 Note was issued on April 8, 2019 and due on October 4, 2022 7.0% Darlene Covid19 104,840 109,690 Note was issued on April 1, 2020 and due on March 31, 2025 0.0% Total 201,025 442,151 Less: Unamortized debt discount — ( 7,406 ) Total loans payable 201,025 434,745 Less: Current portion of loans payable ( 96,185 ) ( 315,450 ) Long-term loans payable $ 104,840 $ 119,295 During the six months ended June 30, 2022 and 2021, the Company borrowed from third parties totaling $0 $444,444 $0 $44,444 $232,018 $321,609 During the six months ended June 30, 2022 and 2021, the Company recorded interest expense of $ 18,724 $172,701 7,407 $63,666 $33,430 $372,290 Loans payable to related parties at June 30, 2022 and December 31, 2021 consisted of the following: June 30, December 31, 2022 2021 Term Interest rate 49% of Shareholder of SwissLink $ 19,047 $ 19,929 Note is due on demand 0% 49% of Shareholder of SwissLink 209,680 219,379 Note is due on demand 5% Total 228,727 239,308 Less: Current portion of loans payable 228,727 239,308 Long-term loans payable $ — $ — | NOTE 7 –LOANS PAYABLE Loans payable at December 31, 2021 and 2020 consisted of the following: December 31, December 31, Interest 2021 2020 Term Rate Unique Funding Solutions_2 $ — $ 2,000 Note was issued on October 12, 2018 and due on January 17, 2019 28.6% YES LENDER LLC 3 — 5,403 Note was issued on August 3, 2020 and due on January 12, 2021 26.0% Advance Service Group LLC — 12,143 Note was issued on October 20, 2020, and due on February 19, 2021 29.0% Apollo Management Group, Inc — 63,158 Note was issued on March 18, 2020 and due on December 15, 2020 12.0% Apollo Management Group, Inc 2 — 68,421 Note was issued on March 25, 2020 and due on December 15, 2020 12.0% Apollo Management Group, Inc 3 — 66,316 Note was issued on April 1, 2020 and due on October 1, 2021 12.0% Apollo Management Group, Inc 4 — 73,684 Note was issued on April 2, 2020 and due on October 2, 2021 12.0% Apollo Management Group, Inc 5 — 36,842 Note was issued on April 7, 2020 and due on October 7, 2021 12.0% Apollo Management Group, Inc 6 — 84,211 Note was issued on April 15, 2020 and due on October 15, 2021 12.0% Apollo Management Group, Inc 7 — 55,000 Note was issued on April 20, 2020 and due on December 15, 2020 12.0% Apollo Management Group, Inc 14 — 32,432 Note was issued on December 4, 2020 and due on January 4, 2021 12.0% Labrys Fund — 280,000 Note was issued on June 26, 2020 and due on April 1, 2021 12.0% M2B Funding Corp — 300,000 Note was issued on September 1, 2020 and due on September 1, 2021 12.0% M2B Funding Corp 1 — 77,778 Note was issued on December 10, 2020 and due on January 9, 2021 22.0% M2B Funding Corp 2 — 27,778 Note was issued on December 18, 2020 and due on January 17, 2021 22.0% M2B Funding Corp 3 — 55,556 Note was issued on December 24, 2020 and due on January 23, 2021 22.0% M2B Funding Corp 4 — 111,111 Note was issued on December 30, 2020 and due on January 29, 2021 22.0% Bridge Loan 222,222 — Note was issued on November 1, 2021 and due on January 30, 2022 18.0% Martus 100,634 108,609 Note was issued on October 23, 2018 and due on January 3, 2022 5.0% Swisspeers AG 9,605 49,187 Note was issued on April 8, 2019 and due on October 4, 2022 7.0% Darlene Covid19 109,690 113,040 Note was issued on April 1, 2020 and due on March 31, 2025 0.0% Total 442,151 1,622,669 Less: Unamortized debt discount ( 7,406 ) ( 19,221 ) Total loans payable 434,745 1,603,448 Less: Current portion of loans payable 315,450 1,332,612 Long-term loans payable $ 119,295 $ 270,836 Loans payable - related parties at December 31, 2021 and 2020 consisted of the following: December 31, December 31, 2021 2020 Alonso Van Der Biest $ — $ 80,200 Alvaro Quintana — 10,587 49% of Shareholder of SwissLink 19,929 1,737,512 49% of Shareholder of SwissLink 219,379 226,080 Total 239,308 2,054,379 Less: Current portion of loans payable 239,308 2,054,379 Long-term loans payable $ — $ — During the years ended December 31, 2021 and 2020, the Company borrowed from third parties totaling $600,000 $1,239,620 $66,666 $63,970 $344,483 $969,664 During the years ended December 31, 2021 and 2020, the Company recorded interest expense of $191,281 $77,101 $78,481 $44,749 During the year ended December 31, 2021, the related party loan of $1,647,150 During the year ended December 31, 2021, the Company settled loans payable of $1,516,667 2,230,394 $2,056,530 $539,863 |
NOTE 7 _ OTHER CURRENT LIABILIT
NOTE 7 – OTHER CURRENT LIABILITIES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Other Liabilities Disclosure [Abstract] | ||
NOTE 7 – OTHER CURRENT LIABILITIES | NOTE 7 – OTHER CURRENT LIABILITIES Other current liabilities at June 30, 2022 and December 31, 2021 consisted of the following: June 30, December 31, 2022 2021 Accrued liabilities $ 40,929 $ 61,153 Payable for acquisition of subsidiaries 325,000 — Accrued interest — 8,173 Salary payable - management 80,730 92,229 Salary payable 2,799 — Employee benefits 106,516 105,221 Other current liabilities 102,157 40,273 $ 658,131 $ 307,049 | NOTE 8 – OTHER CURRENT LIABILITIES Other current liabilities at December 31, 2021 and 2020 consisted of the following: December 31, December 31, 2021 2020 Accrued liabilities $ 61,153 $ 6,789 Accrued interest 8,173 170,960 Salary payable - management 92,229 28,300 Employee benefits 105,221 181,231 Other current liabilities 40,273 26,396 Total Other Current Liabilities $ 307,049 $ 413,676 |
NOTE 8 _ STOCKHOLDERS_ EQUITY
NOTE 8 – STOCKHOLDERS’ EQUITY | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
NOTE 8 – STOCKHOLDERS’ EQUITY | NOTE 8 – STOCKHOLDERS’ EQUITY The Company’s authorized capital consists of 300,000,000 $0.001 Series A Preferred Stock On November 3, 2020, pursuant to Article III of our Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock entitled Series A Preferred Stock, consisting of up 10,000 $0.001 The rights of the holders of Series A Preferred Stock are defined in the relevant Certificate of Designation filed with the Nevada Secretary of State on November 3, 2020. As of June 30, 2022 and December 31, 2021, 10,000 Series B Preferred Stock On November 11, 2020, pursuant to Article III of our Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock entitled Series B Preferred Stock, consisting of up 200,000 $0.001 As of June 30, 2022 and December 31, 2021, 21,000 Series C Preferred Stock On January 7, 2021, pursuant to Article III of our Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock entitled Series C Preferred Stock, consisting of up 200,000 $0.001 The rights of the holders of Series C Preferred Stock are defined in the relevant Certificate of Designation filed with the Nevada Secretary of State on January 7, 2021. As of June 30, 2022 and December 31, 2021, no Common Stock During the six months ended June 30, 2022, the Company issued 4,081,653 · 2,000,000 shares issued for cash of $1,000,000 · 120,000 shares for compensation to our directors valued at $71,629 · 1,461,653 shares for acquisition of Whisl valued at $550,000 · 500,000 shares for asset acquisition valued at $325,000 As of June 30, 2022 and December 31, 2021, 151,559,011 147,477,358 Common Stock Purchase Option On April 25, 2022, we entered into a Common Stock Purchase Option Agreement with Apollo Management Group, Inc. to subscribe for and purchase from the Company, 4,800,000 $2.00 $500,000 | NOTE 11 – STOCKHOLDERS’ EQUITY The Company’s authorized capital consists of 300,000,000 $0.001 Series A Preferred Stock On November 3, 2020, pursuant to Article III of our Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock entitled Series A Preferred Stock, consisting of up 10,000 $0.001 The rights of the holders of Series A Preferred Stock are defined in the relevant Certificate of Designation filed with the Nevada Secretary of State on November 3, 2020 During the year ended December 31, 2020, 100,000 shares of common stock were converted into 10,000 shares of Series A Preferred Stock by our management. As of December 31, 2021 and 2020, 10,000 Series B Preferred Stock On November 11, 2020, pursuant to Article III of our Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock entitled Series B Preferred Stock, consisting of up 200,000 $0.001 During the year ended December 31, 2021, 21,000,000 21,000 As of December 31, 2021 and 2020, 21,000 0 Series C Preferred Stock On January 7, 2021, pursuant to Article III of our Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock entitled Series C Preferred Stock, consisting of up 200,000 $0.001 The rights of the holders of Series C Preferred Stock are defined in the relevant Certificate of Designation filed with the Nevada Secretary of State on January 7, 2021. As of December 31, 2021 and 2020, no Series C Preferred Stock was issued or outstanding. Common Stock During the year ended December 31, 2021, the Company issued 51,638,526 · 41,562,500 shares issued for cash of $6,536,250 , of which $100,000 was recorded as subscription receivable as of December 31, 2021. The Company received the $100,000 on January 3, 2022. · 2,230,394 shares, valued at $2,056,530 , issued for settlement of debt of $1,516,667 · 195,000 shares for services valued at $284,700 · 1,320,000 shares issued to our management for compensation valued at $1,037,568 · 250,000 shares for forbearance of debt valued at $49,925 · 6,080,632 shares issued for conversion of debt of $422,295 During the year ended December 31, 2021, the Company terminated a placement agent and advisory services agreement with a FINRA member dated September 22, 2020, and cancelled 1,294,600 400,000 During the year ended December 31, 2020, the Company issued 100,224,841 23,937,500 $1,915,005 12,818,145 $889,093 6,267,600 $647,858 1,150,000 $92,250 46,575,378 $1,396,440 9,476,218 As of December 31, 2021 and 2020, 147,477,358 118,133,432 |
NOTE 9 - RELATED PARTY TRANSACT
NOTE 9 - RELATED PARTY TRANSACTIONS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Related Party Transactions [Abstract] | ||
NOTE 9 - RELATED PARTY TRANSACTIONS | NOTE 9 - RELATED PARTY TRANSACTIONS Due from related parties During the six months ended June 30, 2022 and 2021, the Company advanced $1,000 $24,220 $100 $200 As of June 30, 2022 and December 31, 2021, the Company had due from related parties of $375,955 $424,086 Due to related parties During the six months ended June 30, 2022 and 2021, the Company repaid $0 60,787 As of June 30, 2022 and December 31, 2021, the Company had amounts due to related parties of $26,613 Employment agreements During the six months ended June 30, 2022 and 2021, the Company recorded management fees of $270,000 $270,000 $0 $976,200 $281,000 $301,300 | NOTE 13 - RELATED PARTY TRANSACTIONS Due from related party During the year ended December 31, 2021, the Company loaned $220,674 $8,004 During the year ended December 31, 2021, the Company wrote off due from related party of $10,148 During the year ended December 31, 2020, the Company loaned $20,182 $20,197 $43,375 During the years ended December 31, 2021 and 2020, the Company loaned $220,674 $18,888 $226 $2,088 As of December 31, 2021 and 2020, the Company had due from related parties of $424,086 $221,790 Due to related parties During the years ended December 31, 2021 and 2020, the Company borrowed $0 $20,182 $90,787 $20,197 During the year ended December 31, 2020, the Company borrowed $20,000 49% $20,000 As of December 31, 2021 and 2020, the Company had amounts due to related parties of $26,613 $94,616 $0 $60,000 Debt to Equity Swap During the year ended December 31, 2021 the Company recorded a debt to equity swap of $1,647,150 Employment agreements On July 1, 2021, the Company appointed three independent directors. Effective on July 1, 2021 and thereafter, all directors shall be compensated monthly up to 4,000 $1,000 On May 2, 2019, the Company entered into Employment Agreements with the following persons: (i) Leandro Iglesias as President, CEO and Chairperson of the Company’s Board of Directors with an annual salary of $168,000 3% $120,000 3% $144,000 3% 36 months On November 1, 2020, our board of directors approved amended employments in favor of our Chief Executive Officer, Leandro Iglesias, our Chief Financial Officer, Alvaro Quintana, and our Chief Commercial Officer, Juan Carlos Lopez Silva. The amended employment agreement in favor of Mr. Iglesias extended the term of employment from 36 60 The now five year employment agreement with Mr. Iglesias provides that we will compensate him with a salary of $17,000 monthly and he is eligible for quarterly bonus of 250,000 shares of our common stock. If we do not have the cash available, the agreement provides that Mr. Iglesias may convert his accrued salary/bonus into shares of our common stock or newly created Series A Preferred Stock. For common shares, the amount of accrued salary to be converted into shares must be determined by considering the average price per share of the Company’s common stock on the OTC Markets during the last 10 days and applying a discount of 25%.” For Series A Preferred Shares, the amount of accrued salary to be converted into shares is the per share conversion price for common shares multiplied by ten US Dollars ($10). Mr. Iglesias has a further right to convert any common shares under his control into Series A Preferred shares at any time at a rate of ten (10) common shares for each Series A Preferred share. The amended employment agreement in favor of Mr. Quintana extended the term of employment from 36 60 The now five year employment agreement with Mr. Quintana provides that he is eligible for quarterly bonus of 200,000 shares of our common stock. If we do not have the cash available, the agreement provides that Mr. Quintana may convert his accrued salary/bonus into shares of our common stock or newly created Series A Preferred Stock. For common shares, the amount of accrued salary to be converted into shares must be determined by considering the average price per share of the Company’s common stock on the OTC Markets during the last 10 days and applying a discount of 25%.” For Series A Preferred Shares, the amount of accrued salary to be converted into shares is the per share conversion price for common shares multiplied by ten US Dollars ($10). Mr. Quintana has a further right to convert any common shares under his control into Series A Preferred shares at any time at a rate of ten (10) common shares for each Series A Preferred share. The amended employment agreement in favor of Mr. Silva extended the term of employment from 36 60 Silva is eligible for quarterly bonuses of 150,000 shares of our common stock. If we do not have the cash available, the agreement provides that Mr. Iglesias may convert his accrued salary/bonus into shares of our common stock at the average price of our common stock during the last 10 days after applying a discount of 25%. On March 3, 2020, Oscar Brito resigned as a member of our Board of Directors. There was no known disagreement with Mr. Brito on any matter relating to our operations, policies or practices. The Company provided the severance package as follows; • 2,000,000 $300,000 • Additional 173,000 $10,034 • Forgiveness of amounts due to the Company totaling $43,375 • Cash payment of $15,000 On March 16, 2020, our Board of Directors adopted a Director Compensation Plan that applies to members of our Board of Directors. Below are the features of the plan: • All Directors shall receive reimbursement for reasonable travel expenses incurred to attend Board and committee meetings. • All Directors shall be compensated $3,000 • In lieu of the cash compensation set forth above, each Director may elect to receive shares of the Corporation's Common Stock equal to the total cash compensation divided by the average market value of the Company's Common Stock during the last 10 trading days and applying a discount of 10%. • Directors Alvaro Cardona and Leandro Iglesias shall each receive 1,000,000 $70,000 During the years ended December 31, 2021 and 2020, the Company recorded management salaries of $558,000 $510,000 $976,200 $0 $1,037,568 $0 During the year ended December 31, 2020, the Company settled accrued salary – management of $619,531 10,851,199 $92,229 $22,300 |
NOTE 10 _ COMMITMENTS AND CONTI
NOTE 10 – COMMITMENTS AND CONTINGENCIES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
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 $38,645 $24,223 | NOTE 14 – COMMITMENTS AND CONTINGENCIES Leases and Long-term Contracts The Company has not entered into any long-term leases, contracts or commitments. The Company leases facilities which the term is 12 months $37,823 $18,400 Advisory service On March 3, 2020, we appointed Oscar Brito as an advisor to our Board of Directors and agreed to pay him $5,000 $12,600 On January 4, 2021, the Company terminated a placement agent and advisory services agreement with a FINRA member dated September 22, 2020, and cancelled 1,294,600 400,000 |
NOTE 11 - SEGMENTS
NOTE 11 - SEGMENTS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Segment Reporting [Abstract] | ||
NOTE 11 - SEGMENTS | NOTE 11 - SEGMENTS At June 30, 2022, the Company operates in one industry segment, telecommunication services, and two geographic segments, USA and Switzerland, where current assets and equipment are located . Operating Activities The following table shows operating activities information by geographic segment for the three and six months ended June 30, 2022 and 2021: Three months ended June 30, 2022 NOTE 11 - SEGMENT - Schedule of Operating Activities by Geographic Segment USA Switzerland Elimination Total Revenues $ 23,059,647 1,236,823 $ (596,754 ) $ 23,699,716 Cost of revenue 22,418,046 1,032,150 (596,754 ) 22,853,442 Gross profit 641,601 204,673 — 846,274 Operating expenses General and administration 921,793 222,659 — 1,144,452 Operating loss (280,192 ) (17,986 ) — (298,178 ) Other income (expense) 13,314 (593 ) — 12,721 Net loss $ (266,878 ) $ (18,579 ) $ — $ (285,457 ) Three months Ended June 30, 2021 USA Switzerland Elimination Total Revenues $ 14,990,382 1,149,183 $ (11,198 ) $ 16,128,367 Cost of revenue 15,074,899 1,020,101 (11,198 ) 16,083,802 Gross profit (84,517 ) 129,082 — 44,565 Operating expenses General and administration 1,022,625 186,542 — 1,209,167 Operating loss (1,107,142 ) (57,460 ) — (1,164,602 ) Other income (expense) 47,030 (4,800 ) — 42,230 Net loss $ (1,060,112 ) $ (62,260 ) $ — $ (1,122,372 ) Six months ended June 30, 2022 USA Switzerland Elimination Total Revenues $ 41,534,760 2,262,903 $ (678,636 ) $ 43,119,027 Cost of revenue 40,611,998 1,855,331 (678,636 ) 41,788,693 Gross profit 922,762 407,572 — 1,330,334 Operating expenses General and administration 1,703,093 430,857 — 2,133,950 Operating loss (780,331 ) (23,285 ) — (803,616 ) Other income (expense) (16,527 ) 9,955 — (6,572 ) Net loss $ (796,858 ) $ (13,330 ) $ — $ (810,188 ) Six months Ended June 30, 2021 USA Switzerland Elimination Total Revenues $ 28,057,392 2,284,985 $ (16,399 ) $ 30,325,978 Cost of revenue 27,780,959 2,029,483 (16,399 ) 29,794,043 Gross profit 276,433 255,502 — 531,935 Operating expenses General and administration 2,338,741 368,537 — 2,707,278 Operating loss (2,062,308 ) (113,035 ) — (2,175,343 ) Other income (expense) (840,841 ) 15,323 — (825,518 ) Net loss $ (2,903,149 ) $ (97,712 ) $ — $ (3,000,861 ) Asset Information The following table shows asset information by geographic segment as of June 30, 2022 and December 31, 2021: June 30, 2022 USA Switzerland Elimination Total Assets Current assets $ 6,117,363 $ 923,941 $ (222,863 ) $ 6,818,441 Non-current assets $ 11,673,710 $ 595,961 $ (6,184,562 ) $ 6,085,109 Liabilities Current liabilities $ 2,384,494 $ 1,445,785 $ (222,863 ) $ 3,607,416 Non-current liabilities $ — $ 254,358 $ — $ 254,358 December 31, 2021 USA Switzerland Elimination Total Assets Current assets $ 5,783,859 $ 997,216 $ (214,551 ) $ 6,566,524 Non-current assets $ 4,468,491 $ 609,189 $ (2,584,562 ) $ 2,493,118 Liabilities Current liabilities $ 1,070,972 $ 1,506,594 $ (214,551 ) $ 2,363,015 Non-current liabilities $ — $ 275,729 $ — $ 275,729 | NOTE 15 - SEGMENT At December 31, 2021 and 2020, the Company operates in one industry segment, telecommunication services, and two geographic segments, USA and Switzerland, where current assets and equipment are located . Operating Activities The following table shows operating activities information by geographic segment for the years ended December 31, 2021 and 2020: Year ended December 31, 2021 NOTE 15 - SEGMENT - Schedule of Operating Activities by Geographic Segment USA Switzerland Elimination Total Revenues $ 60,112,852 4,681,978 $ (92,812 ) $ 64,702,018 Cost of revenue 59,274,781 3,986,334 (92,812 ) 63,168,303 Gross profit 838,071 695,644 — 1,533,715 Operating expenses General and administration 3,733,579 784,052 — 4,517,631 Operating income (loss) (2,895,508 ) (88,408 ) — (2,983,916 ) Other income (expense) (897,507 ) 17,422 — (880,085 ) Net income (loss) $ (3,793,015 ) $ (70,986 ) $ — $ (3,864,001 ) Year ended December 31, 2020 USA Switzerland Elimination Total Revenues $ 39,495,542 $ 5,432,022 $ (17,558 ) $ 44,910,006 Cost of revenue 39,308,347 4,656,865 (17,558 ) 43,947,654 Gross profit 187,195 775,157 — 962,352 Operating expenses General and administration 3,359,237 815,130 — 4,174,367 Operating loss (3,172,042 ) (39,973 ) — (3,212,015 ) Other expense (3,356,881 ) (130,434 ) — (3,487,315 ) Net loss $ (6,528,923 ) $ (170,407 ) $ — $ (6,699,330 ) Asset Information The following table shows asset information by geographic segment as of December 31, 2021 and 2020: December 31, 2021 USA Switzerland Elimination Total Assets Current assets $ 5,783,859 $ 997,216 $ (214,551 ) $ 6,566,524 Non-current assets $ 4,468,491 $ 609,189 $ (2,584,562 ) $ 2,493,118 Liabilities Current liabilities $ 1,070,972 $ 1,506,594 $ (214,551 ) $ 2,363,015 Non-current liabilities $ — $ 275,729 $ — $ 275,729 December 31, 2020 USA Switzerland Elimination Total Assets Current assets $ 3,245,725 $ 1,225,399 $ (889,540 ) $ 3,581,584 Non-current assets $ 3,478,147 $ 561,551 $ (1,669,515 ) $ 2,370,183 Liabilities Current liabilities $ 5,630,060 $ 3,171,419 $ (889,540 ) $ 7,911,939 Non-current liabilities $ 2,816 $ 432,048 $ — $ 434,864 |
NOTE 12 _ SUBSEQUENT EVENTS
NOTE 12 – SUBSEQUENT EVENTS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Subsequent Events [Abstract] | ||
NOTE 12 – SUBSEQUENT EVENTS | NOTE 12 – SUBSEQUENT EVENTS Management has evaluated subsequent events through the date these consolidated financial statements were available to be issued. Based on our evaluation no material events have occurred that require disclosure. | NOTE 16 – SUBSEQUENT EVENTS Subsequent to December 31, 2020 and through the date that these financials were made available, the Company had the following subsequent events: On March 31, 2022 the Company sold 2,000,000 common shares under a subscription agreement of our Regulation A offering statement for an aggregated amount of $1,000,000 . The shares were issued on April, 6, 2022. |
NOTE 4 - ACQUISITION
NOTE 4 - ACQUISITION | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | ||
NOTE 4 - ACQUISITION | NOTE 4 – ACQUISITIONS On May 13, 2022, we entered into a Company Acquisition Agreement (Purchase Agreement) with US Acquisitions, LLC, a California limited liability company (Seller) concerning the contemplated sale by Seller and the purchase by us of 51% 51% $1,800,000 $1,250,000 $550,000 1,461,653 On June 1, 2022, we entered into a Purchase Agreement for the purchase of 51% $1,800,000 $800,000 $1,000,000 2,850,330 Smartbiz and Whisl have been included in our consolidated results of operations since the acquisition dates. The following table summarizes the fair value of the consideration paid by the Company: Whisl May 13, Fair Value of Consideration: 2022 Cash $ 1,000,000 Payable to seller 250,000 1,461,653 shares of common stock 550,000 Total Purchase Price $ 1,800,000 Smartbiz June 1, Fair Value of Consideration: 2022 Cash $ 725,000 Payable to seller 75,000 2,850,330 shares of common stock 1,000,000 Total Purchase Price $ 1,800,000 The following table summarizes the identifiable assets acquired and liabilities assumed upon acquisition of Smartbiz and Whisl and the calculation of goodwill: Whisl Total purchase price $ 1,800,000 Cash 141,113 Accounts receivable 109,762 Total identifiable assets 250,875 Accounts payable ( 241,426 ) Other current liabilities ( 2,075 ) Total liabilities assumed ( 243,501 ) Net assets 7,374 Non-controlling interest 3,613 Total net assets 3,761 Goodwill $ 1,796,239 Smartbiz Total purchase price $ 1,800,000 Cash 19,755 Accounts receivable 789,515 Total identifiable assets 809,270 Accounts payable ( 807,265 ) Other current liabilities ( 76,839 ) Total liabilities assumed ( 884,104 ) Net assets ( 74,834 ) Non-controlling interest ( 36,669 ) Total net assets ( 38,165 ) Goodwill $ 1,838,165 Unaudited combined proforma results of operations for the six months ended June 30, 2022 and 2021 as though the Company acquired Smartbiz and Whisl on January 1, 2020, are set forth below: Six Months Ended June 30, 2022 2021 Revenues $ 47,228,496 $ 38,791,210 Cost of revenues 46,061,883 37,528,152 Gross profit 1,166,613 1,263,058 Operating expenses 3,066,379 3,327,710 Operating loss (1,899,766 ) (2,064,652 ) Other expense (6,572 ) (825,518 ) Net Loss $ (1,906,338 ) $ (2,890,170 ) | NOTE 4 - ACQUISITION IoT Labs On April 15, 2020, we entered into a Company Acquisition Agreement (the “Agreement”) with Francisco Bunt regarding the acquisition of 51% $180,000 The following table summarizes the identifiable assets acquired and liabilities assumed upon acquisition of IoT Labs and the calculation of goodwill: Total purchase price $ 180,000 Cash 135,781 Other current assets 953 Property and equipment 34,075 Intangible asset 21,875 Total identifiable assets 192,684 Accounts payable (100 ) Total liabilities assumed (100 ) Net assets 192,584 Non-controlling interest 94,366 Total net assets 98,218 Goodwill $ 81,782 Unaudited combined proforma results of operations for the year ended December 31, 2020 as though the Company acquired IoT Labs on January 1, 2020, are set forth below: December 31, 2020 Revenues $ 55,784,168 Cost of revenues 54,631,017 Gross profit 1,153,151 Operating expenses 4,224,903 Operating loss (3,071,752 ) Other expense (3,487,315 ) Net Loss $ (6,559,067 ) |
NOTE 5 _ PREPAID AND OTHER CURR
NOTE 5 – PREPAID AND OTHER CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
NOTE 5 – PREPAID AND OTHER CURRENT ASSETS | NOTE 5 – PREPAID AND OTHER CURRENT ASSETS Prepaid and other current assets at December 31, 2021 and 2020 consisted of the following: December 31, December 31, 2021 2020 Subscription receivable $ 100,000 $ — Other receivable 143,187 77,557 Prepaid expenses 23,320 — Tax receivable 603 600 Total prepaid and other current assets $ 267,110 $ 78,157 |
NOTE 6 _ PROPERTY AND EQUIPMENT
NOTE 6 – PROPERTY AND EQUIPMENT | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
NOTE 6 – PROPERTY AND EQUIPMENT | NOTE 5 – PROPERTY AND EQUIPMENT Property and equipment at June 30, 2022 and December 31, 2021 consisted of the following: June 30, December 31, 2022 2021 Telecommunication equipment $ 290,660 $ 258,871 Telecommunication software 593,497 618,125 Other equipment 98,085 108,805 Total property and equipment 982,242 985,801 Accumulated depreciation and amortization ( 595,535 ) ( 576,419 ) Total property and equipment $ 386,707 $ 409,382 Depreciation and amortization expense for the six months ended June 30, 2022 and 2021 amounted to $62,371 $42,421 | NOTE 6 – PROPERTY AND EQUIPMENT Property and equipment at December 31, 2021 and 2020 consisted of the following: December 31, December 31, 2021 2020 Telecommunication equipment $ 258,871 $ 259,000 Telecommunication software 618,125 530,514 Other equipment 108,805 47,206 Total property and equipment 985,801 836,720 Accumulated depreciation and amortization ( 576,419 ) ( 486,190 ) Total property and equipment $ 409,382 $ 350,530 Depreciation expense for the year ended December 31, 2021 and 2020 amounted to $91,474 $68,602 |
NOTE 7 _LOANS PAYABLE
NOTE 7 –LOANS PAYABLE | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
NOTE 7 –LOANS PAYABLE | NOTE 6 –LOANS PAYABLE Loans payable at June 30, 2022 and December 31, 2021 consisted of the following: June 30, December 31, 2022 2021 Term Interest rate Bridge Loan $ — $ 222,222 Note was issued on November 1, 2020 and due on January 30, 2022 18.0% Martus 96,185 100,634 Note was issued on October 23, 2018 and due on January 3, 2023 5.0% Swisspeers AG — 9,605 Note was issued on April 8, 2019 and due on October 4, 2022 7.0% Darlene Covid19 104,840 109,690 Note was issued on April 1, 2020 and due on March 31, 2025 0.0% Total 201,025 442,151 Less: Unamortized debt discount — ( 7,406 ) Total loans payable 201,025 434,745 Less: Current portion of loans payable ( 96,185 ) ( 315,450 ) Long-term loans payable $ 104,840 $ 119,295 During the six months ended June 30, 2022 and 2021, the Company borrowed from third parties totaling $0 $444,444 $0 $44,444 $232,018 $321,609 During the six months ended June 30, 2022 and 2021, the Company recorded interest expense of $ 18,724 $172,701 7,407 $63,666 $33,430 $372,290 Loans payable to related parties at June 30, 2022 and December 31, 2021 consisted of the following: June 30, December 31, 2022 2021 Term Interest rate 49% of Shareholder of SwissLink $ 19,047 $ 19,929 Note is due on demand 0% 49% of Shareholder of SwissLink 209,680 219,379 Note is due on demand 5% Total 228,727 239,308 Less: Current portion of loans payable 228,727 239,308 Long-term loans payable $ — $ — | NOTE 7 –LOANS PAYABLE Loans payable at December 31, 2021 and 2020 consisted of the following: December 31, December 31, Interest 2021 2020 Term Rate Unique Funding Solutions_2 $ — $ 2,000 Note was issued on October 12, 2018 and due on January 17, 2019 28.6% YES LENDER LLC 3 — 5,403 Note was issued on August 3, 2020 and due on January 12, 2021 26.0% Advance Service Group LLC — 12,143 Note was issued on October 20, 2020, and due on February 19, 2021 29.0% Apollo Management Group, Inc — 63,158 Note was issued on March 18, 2020 and due on December 15, 2020 12.0% Apollo Management Group, Inc 2 — 68,421 Note was issued on March 25, 2020 and due on December 15, 2020 12.0% Apollo Management Group, Inc 3 — 66,316 Note was issued on April 1, 2020 and due on October 1, 2021 12.0% Apollo Management Group, Inc 4 — 73,684 Note was issued on April 2, 2020 and due on October 2, 2021 12.0% Apollo Management Group, Inc 5 — 36,842 Note was issued on April 7, 2020 and due on October 7, 2021 12.0% Apollo Management Group, Inc 6 — 84,211 Note was issued on April 15, 2020 and due on October 15, 2021 12.0% Apollo Management Group, Inc 7 — 55,000 Note was issued on April 20, 2020 and due on December 15, 2020 12.0% Apollo Management Group, Inc 14 — 32,432 Note was issued on December 4, 2020 and due on January 4, 2021 12.0% Labrys Fund — 280,000 Note was issued on June 26, 2020 and due on April 1, 2021 12.0% M2B Funding Corp — 300,000 Note was issued on September 1, 2020 and due on September 1, 2021 12.0% M2B Funding Corp 1 — 77,778 Note was issued on December 10, 2020 and due on January 9, 2021 22.0% M2B Funding Corp 2 — 27,778 Note was issued on December 18, 2020 and due on January 17, 2021 22.0% M2B Funding Corp 3 — 55,556 Note was issued on December 24, 2020 and due on January 23, 2021 22.0% M2B Funding Corp 4 — 111,111 Note was issued on December 30, 2020 and due on January 29, 2021 22.0% Bridge Loan 222,222 — Note was issued on November 1, 2021 and due on January 30, 2022 18.0% Martus 100,634 108,609 Note was issued on October 23, 2018 and due on January 3, 2022 5.0% Swisspeers AG 9,605 49,187 Note was issued on April 8, 2019 and due on October 4, 2022 7.0% Darlene Covid19 109,690 113,040 Note was issued on April 1, 2020 and due on March 31, 2025 0.0% Total 442,151 1,622,669 Less: Unamortized debt discount ( 7,406 ) ( 19,221 ) Total loans payable 434,745 1,603,448 Less: Current portion of loans payable 315,450 1,332,612 Long-term loans payable $ 119,295 $ 270,836 Loans payable - related parties at December 31, 2021 and 2020 consisted of the following: December 31, December 31, 2021 2020 Alonso Van Der Biest $ — $ 80,200 Alvaro Quintana — 10,587 49% of Shareholder of SwissLink 19,929 1,737,512 49% of Shareholder of SwissLink 219,379 226,080 Total 239,308 2,054,379 Less: Current portion of loans payable 239,308 2,054,379 Long-term loans payable $ — $ — During the years ended December 31, 2021 and 2020, the Company borrowed from third parties totaling $600,000 $1,239,620 $66,666 $63,970 $344,483 $969,664 During the years ended December 31, 2021 and 2020, the Company recorded interest expense of $191,281 $77,101 $78,481 $44,749 During the year ended December 31, 2021, the related party loan of $1,647,150 During the year ended December 31, 2021, the Company settled loans payable of $1,516,667 2,230,394 $2,056,530 $539,863 |
NOTE 8 _ OTHER CURRENT LIABILIT
NOTE 8 – OTHER CURRENT LIABILITIES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Other Liabilities Disclosure [Abstract] | ||
NOTE 8 – OTHER CURRENT LIABILITIES | NOTE 7 – OTHER CURRENT LIABILITIES Other current liabilities at June 30, 2022 and December 31, 2021 consisted of the following: June 30, December 31, 2022 2021 Accrued liabilities $ 40,929 $ 61,153 Payable for acquisition of subsidiaries 325,000 — Accrued interest — 8,173 Salary payable - management 80,730 92,229 Salary payable 2,799 — Employee benefits 106,516 105,221 Other current liabilities 102,157 40,273 $ 658,131 $ 307,049 | NOTE 8 – OTHER CURRENT LIABILITIES Other current liabilities at December 31, 2021 and 2020 consisted of the following: December 31, December 31, 2021 2020 Accrued liabilities $ 61,153 $ 6,789 Accrued interest 8,173 170,960 Salary payable - management 92,229 28,300 Employee benefits 105,221 181,231 Other current liabilities 40,273 26,396 Total Other Current Liabilities $ 307,049 $ 413,676 |
NOTE 9 - CONVERTIBLE LOANS
NOTE 9 - CONVERTIBLE LOANS | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
NOTE 9 - CONVERTIBLE LOANS | NOTE 9 - CONVERTIBLE LOANS At December 31, 2021 and 2020, convertible loans consisted of the following: December 31, December 31, 2021 2020 Promissory notes – Issued in fiscal year 2019, with variable conversion features $ — $ 5,000 Promissory notes – Issued in fiscal year 2020, with variable conversion features — 623,660 Total convertible notes payable — 628,660 Less: Unamortized debt discount — (372,290 ) Total convertible notes — 256,370 Less: current portion of convertible notes — 253,554 Long-term convertible notes $ — $ 2,816 During the years ended December 31, 2021 and 2020, the Company recorded interest expense of $33,429 $487,012 During the years ended December 31, 2021 and 2020, the Company repaid notes of $250,000 $942,190 $6,027 $675,771 Conversion During the year ended December 31, 2021, the Company converted notes with principal amounts and accrued interest of $422,295 6,080,632 $708,611 During the year ended December 31, 2020, the Company converted notes with principal amounts of $1,302,785 $93,656 46,575,378 $4,275,728 Settlement During the year ended December 31, 2021, the Company recorded gain on settlement of debt of $11,069 On June 10, 2020, the Company settled a convertible note with accrued interest of $64,230 650,000 200,000 225,000 503,571 278,571 $24,699 On June 26, 2020, the Company issued a loan payable of $700,000 $986,340 $286,340 On July 22, 2020, the Company settled a convertible note with accrued interest of $64,363 20,000 650,000 1,038,375 388,375 $9,886 On September 1, 2020, the Company entered into a Multipurpose agreement and issued a new note which a principal balance of $1,045,327 $985,556 $59,771 $300,000 $300,000 Promissory Notes - Issued in fiscal year 2019 During the year ended December 31, 2019, the Company issued a total of $2,544,250 • Terms ranging from 6 months 3 years • Annual interest rates ranging from of 8% 12% • Convertible at the option of the holders at issuance or 180 days from issuance. • Conversion prices are typically based on the discounted (39% or 0% discount) lowest trading prices of the Company’s shares during various periods prior to conversion. The convertible notes were also provided with a total of 661,216 92,000 $2.5 3 years Certain notes allow the Company to redeem the notes at rates ranging from 110% to 150% depending on the redemption date provided that no redemption is allowed after the 180th day. Likewise, the notes include original issue discount and financing costs totaling $278,000 and the Company received cash of $2,266,250. Promissory Notes - Issued in fiscal year 2020 During the year ended December 31, 2020, the Company issued a total of $2,708,771 • Terms 12 months • Annual interest rates 5% 12% • Convertible at the option of the holders 90 or 180 days from issuance. • Conversion prices are typically based on the discounted (25% or 60% discount) lowest trading prices of the Company’s shares during 30 trading day periods prior to conversion. Certain note has a capped conversion price of $0.025. Notes allow the Company to redeem the notes at a range from 120% to 125% provided that no redemption is allowed after the 180th or 185th day. Likewise, the notes include original issue discount and financing costs totaling $229,444 and the Company received cash of $1,420,000. Certain convertible notes were also provided with a total of 6,500,000 warrants with exercise price ranging from $0.02 to $0.03. Derivative liabilities The Company valued the conversion features of convertible notes and warrants using the Black Scholes valuation model. The fair value of the derivative liability for all the note and warrants that became convertible for the year ended December 31, 2020, amounted to $2,714,029 $1,673,393 $1,040,636 Warrants A summary of activity during the year ended December 31, 2020 follows. There was no 2021 activity. Warrants Outstanding Shares Weighted Average Exercise Price Weighted Average Remaining Contractual life (in years) Outstanding, December 31, 2019 367,343 $ 0.480 4.05 Granted 6,500,000 0.024 6.00 Reset 10,813,001 0.014 1.92 Cashless Exercised ( 10,597,010 ) 0.023 4.24 Settled ( 7,083,334 ) 0.012 1.64 Outstanding, December 31, 2020 — $ — — The reset feature of warrants associated with the convertible notes was effective at the time that a separate convertible note with lower exercise price was issued. As a result of the reset features for warrants, the warrants increased by 10,813,001 at $0.0014 per share. We accounted for the issuance of the warrants as a liability and recognized the derivative liability. |
NOTE 10 _ DERIVATIVE LIABILITY
NOTE 10 – DERIVATIVE LIABILITY | 12 Months Ended |
Dec. 31, 2021 | |
Note 10 Derivative Liability | |
NOTE 10 – DERIVATIVE LIABILITY | NOTE 10 – DERIVATIVE LIABILITY The Company analyzed the conversion option for derivative accounting consideration under ASC 815, “ Derivatives and Hedging Fair Value Assumptions Used in Accounting for Derivative Liabilities ASC 815 requires we assess the fair market value of derivative liability at the end of each reporting period and recognize any change in the fair market value as other income or expense item. The Company determined our derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the fair value as of December 31, 2020. The Black-Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each convertible note is estimated using the Black-Scholes valuation model. For the year ended December 31, 2021 and 2020, the estimated fair values of the liabilities measured on a recurring basis are as follows: Year ended December 31, 2021 2020 Expected term 0.16 - 1.18 years 0.02 - 6.00 years Expected average volatility 145% - 241% 74% - 550% Expected dividend yield — — Risk-free interest rate 0.07% - 0.09% 0.05% - 2.56% The following table summarizes the changes in the derivative liabilities during the year ended December 31, 2021 and 2020: Fair Value Measurements Using Significant Observable Inputs (Level 3) Balance - December 31, 2019 $ 4,744,134 Addition of new derivatives recognized as debt discounts 1,673,393 Addition of new derivatives recognized as loss on derivatives 1,040,636 Settled on issuance of common stock ( 5,136,222 ) Change in fair value of the derivative ( 1,296,250 ) Balance - December 31, 2020 $ 1,025,691 Settled on issuance of common stock ( 708,611 ) Change in fair value of the derivative ( 317,080 ) Balance - December 31, 2021 $ — The following table summarizes the change in fair value of derivative liability included in the income statement for the year ended December 31, 2021 and 2020, respectively. Years Ended December 31, 2021 2020 Addition of new derivatives recognized as loss on derivatives $ — $ 1,040,636 Revaluation of derivative liabilities ( 317,080 ) ( 1,296,250 ) (Gain) on change in fair value of the derivative $ ( 317,080 ) $ ( 255,614 ) |
NOTE 11 _ STOCKHOLDERS_ EQUITY
NOTE 11 – STOCKHOLDERS’ EQUITY | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
NOTE 11 – STOCKHOLDERS’ EQUITY | NOTE 8 – STOCKHOLDERS’ EQUITY The Company’s authorized capital consists of 300,000,000 $0.001 Series A Preferred Stock On November 3, 2020, pursuant to Article III of our Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock entitled Series A Preferred Stock, consisting of up 10,000 $0.001 The rights of the holders of Series A Preferred Stock are defined in the relevant Certificate of Designation filed with the Nevada Secretary of State on November 3, 2020. As of June 30, 2022 and December 31, 2021, 10,000 Series B Preferred Stock On November 11, 2020, pursuant to Article III of our Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock entitled Series B Preferred Stock, consisting of up 200,000 $0.001 As of June 30, 2022 and December 31, 2021, 21,000 Series C Preferred Stock On January 7, 2021, pursuant to Article III of our Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock entitled Series C Preferred Stock, consisting of up 200,000 $0.001 The rights of the holders of Series C Preferred Stock are defined in the relevant Certificate of Designation filed with the Nevada Secretary of State on January 7, 2021. As of June 30, 2022 and December 31, 2021, no Common Stock During the six months ended June 30, 2022, the Company issued 4,081,653 · 2,000,000 shares issued for cash of $1,000,000 · 120,000 shares for compensation to our directors valued at $71,629 · 1,461,653 shares for acquisition of Whisl valued at $550,000 · 500,000 shares for asset acquisition valued at $325,000 As of June 30, 2022 and December 31, 2021, 151,559,011 147,477,358 Common Stock Purchase Option On April 25, 2022, we entered into a Common Stock Purchase Option Agreement with Apollo Management Group, Inc. to subscribe for and purchase from the Company, 4,800,000 $2.00 $500,000 | NOTE 11 – STOCKHOLDERS’ EQUITY The Company’s authorized capital consists of 300,000,000 $0.001 Series A Preferred Stock On November 3, 2020, pursuant to Article III of our Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock entitled Series A Preferred Stock, consisting of up 10,000 $0.001 The rights of the holders of Series A Preferred Stock are defined in the relevant Certificate of Designation filed with the Nevada Secretary of State on November 3, 2020 During the year ended December 31, 2020, 100,000 shares of common stock were converted into 10,000 shares of Series A Preferred Stock by our management. As of December 31, 2021 and 2020, 10,000 Series B Preferred Stock On November 11, 2020, pursuant to Article III of our Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock entitled Series B Preferred Stock, consisting of up 200,000 $0.001 During the year ended December 31, 2021, 21,000,000 21,000 As of December 31, 2021 and 2020, 21,000 0 Series C Preferred Stock On January 7, 2021, pursuant to Article III of our Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock entitled Series C Preferred Stock, consisting of up 200,000 $0.001 The rights of the holders of Series C Preferred Stock are defined in the relevant Certificate of Designation filed with the Nevada Secretary of State on January 7, 2021. As of December 31, 2021 and 2020, no Series C Preferred Stock was issued or outstanding. Common Stock During the year ended December 31, 2021, the Company issued 51,638,526 · 41,562,500 shares issued for cash of $6,536,250 , of which $100,000 was recorded as subscription receivable as of December 31, 2021. The Company received the $100,000 on January 3, 2022. · 2,230,394 shares, valued at $2,056,530 , issued for settlement of debt of $1,516,667 · 195,000 shares for services valued at $284,700 · 1,320,000 shares issued to our management for compensation valued at $1,037,568 · 250,000 shares for forbearance of debt valued at $49,925 · 6,080,632 shares issued for conversion of debt of $422,295 During the year ended December 31, 2021, the Company terminated a placement agent and advisory services agreement with a FINRA member dated September 22, 2020, and cancelled 1,294,600 400,000 During the year ended December 31, 2020, the Company issued 100,224,841 23,937,500 $1,915,005 12,818,145 $889,093 6,267,600 $647,858 1,150,000 $92,250 46,575,378 $1,396,440 9,476,218 As of December 31, 2021 and 2020, 147,477,358 118,133,432 |
NOTE 12 _ PROVISION FOR INCOME
NOTE 12 – PROVISION FOR INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
NOTE 12 – PROVISION FOR INCOME TAXES | NOTE 12 – PROVISION FOR INCOME TAXES The Company provides for income taxes under ASC 740, “ Income Taxes.” The components of the Company’s deferred tax asset and reconciliation of income taxes computed at the statutory rate to the income tax amount recorded as of December 31, 2021 and 2020, are as follows: December 31, December 31, 2021 2020 Net Operating loss carryforward $ 12,332,310 $ 8,601,999 Effective tax rate 21 % 21 % Deferred tax asset 2,589,785 1,806,420 Foreign taxes (7,242 ) (5,112 ) Less: valuation allowance (2,136,141 ) (1,341,272 ) Net deferred tax asset $ 446,402 $ 460,036 As of December 31, 2021, the Company has approximately $12,332,000 Utilization of the NOL carry forwards may be subject to an annual limitation due to ownership change limitations that may have occurred or that could occur in the future, as required by Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”). These ownership changes may limit the amount of the NOL carry forwards that can be utilized annually to offset future taxable income and tax, respectively. In general, an “ownership change” as defined by Section 382 of the Code results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percentage points of the outstanding stock of a company by certain stockholders. Tax returns for the years ended 2016 through 2021 are subject to review by the tax authorities. |
NOTE 13 - RELATED PARTY TRANSAC
NOTE 13 - RELATED PARTY TRANSACTIONS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Related Party Transactions [Abstract] | ||
NOTE 13 - RELATED PARTY TRANSACTIONS | NOTE 9 - RELATED PARTY TRANSACTIONS Due from related parties During the six months ended June 30, 2022 and 2021, the Company advanced $1,000 $24,220 $100 $200 As of June 30, 2022 and December 31, 2021, the Company had due from related parties of $375,955 $424,086 Due to related parties During the six months ended June 30, 2022 and 2021, the Company repaid $0 60,787 As of June 30, 2022 and December 31, 2021, the Company had amounts due to related parties of $26,613 Employment agreements During the six months ended June 30, 2022 and 2021, the Company recorded management fees of $270,000 $270,000 $0 $976,200 $281,000 $301,300 | NOTE 13 - RELATED PARTY TRANSACTIONS Due from related party During the year ended December 31, 2021, the Company loaned $220,674 $8,004 During the year ended December 31, 2021, the Company wrote off due from related party of $10,148 During the year ended December 31, 2020, the Company loaned $20,182 $20,197 $43,375 During the years ended December 31, 2021 and 2020, the Company loaned $220,674 $18,888 $226 $2,088 As of December 31, 2021 and 2020, the Company had due from related parties of $424,086 $221,790 Due to related parties During the years ended December 31, 2021 and 2020, the Company borrowed $0 $20,182 $90,787 $20,197 During the year ended December 31, 2020, the Company borrowed $20,000 49% $20,000 As of December 31, 2021 and 2020, the Company had amounts due to related parties of $26,613 $94,616 $0 $60,000 Debt to Equity Swap During the year ended December 31, 2021 the Company recorded a debt to equity swap of $1,647,150 Employment agreements On July 1, 2021, the Company appointed three independent directors. Effective on July 1, 2021 and thereafter, all directors shall be compensated monthly up to 4,000 $1,000 On May 2, 2019, the Company entered into Employment Agreements with the following persons: (i) Leandro Iglesias as President, CEO and Chairperson of the Company’s Board of Directors with an annual salary of $168,000 3% $120,000 3% $144,000 3% 36 months On November 1, 2020, our board of directors approved amended employments in favor of our Chief Executive Officer, Leandro Iglesias, our Chief Financial Officer, Alvaro Quintana, and our Chief Commercial Officer, Juan Carlos Lopez Silva. The amended employment agreement in favor of Mr. Iglesias extended the term of employment from 36 60 The now five year employment agreement with Mr. Iglesias provides that we will compensate him with a salary of $17,000 monthly and he is eligible for quarterly bonus of 250,000 shares of our common stock. If we do not have the cash available, the agreement provides that Mr. Iglesias may convert his accrued salary/bonus into shares of our common stock or newly created Series A Preferred Stock. For common shares, the amount of accrued salary to be converted into shares must be determined by considering the average price per share of the Company’s common stock on the OTC Markets during the last 10 days and applying a discount of 25%.” For Series A Preferred Shares, the amount of accrued salary to be converted into shares is the per share conversion price for common shares multiplied by ten US Dollars ($10). Mr. Iglesias has a further right to convert any common shares under his control into Series A Preferred shares at any time at a rate of ten (10) common shares for each Series A Preferred share. The amended employment agreement in favor of Mr. Quintana extended the term of employment from 36 60 The now five year employment agreement with Mr. Quintana provides that he is eligible for quarterly bonus of 200,000 shares of our common stock. If we do not have the cash available, the agreement provides that Mr. Quintana may convert his accrued salary/bonus into shares of our common stock or newly created Series A Preferred Stock. For common shares, the amount of accrued salary to be converted into shares must be determined by considering the average price per share of the Company’s common stock on the OTC Markets during the last 10 days and applying a discount of 25%.” For Series A Preferred Shares, the amount of accrued salary to be converted into shares is the per share conversion price for common shares multiplied by ten US Dollars ($10). Mr. Quintana has a further right to convert any common shares under his control into Series A Preferred shares at any time at a rate of ten (10) common shares for each Series A Preferred share. The amended employment agreement in favor of Mr. Silva extended the term of employment from 36 60 Silva is eligible for quarterly bonuses of 150,000 shares of our common stock. If we do not have the cash available, the agreement provides that Mr. Iglesias may convert his accrued salary/bonus into shares of our common stock at the average price of our common stock during the last 10 days after applying a discount of 25%. On March 3, 2020, Oscar Brito resigned as a member of our Board of Directors. There was no known disagreement with Mr. Brito on any matter relating to our operations, policies or practices. The Company provided the severance package as follows; • 2,000,000 $300,000 • Additional 173,000 $10,034 • Forgiveness of amounts due to the Company totaling $43,375 • Cash payment of $15,000 On March 16, 2020, our Board of Directors adopted a Director Compensation Plan that applies to members of our Board of Directors. Below are the features of the plan: • All Directors shall receive reimbursement for reasonable travel expenses incurred to attend Board and committee meetings. • All Directors shall be compensated $3,000 • In lieu of the cash compensation set forth above, each Director may elect to receive shares of the Corporation's Common Stock equal to the total cash compensation divided by the average market value of the Company's Common Stock during the last 10 trading days and applying a discount of 10%. • Directors Alvaro Cardona and Leandro Iglesias shall each receive 1,000,000 $70,000 During the years ended December 31, 2021 and 2020, the Company recorded management salaries of $558,000 $510,000 $976,200 $0 $1,037,568 $0 During the year ended December 31, 2020, the Company settled accrued salary – management of $619,531 10,851,199 $92,229 $22,300 |
NOTE 14 _ COMMITMENTS AND CONTI
NOTE 14 – COMMITMENTS AND CONTINGENCIES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
NOTE 14 – 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 $38,645 $24,223 | NOTE 14 – COMMITMENTS AND CONTINGENCIES Leases and Long-term Contracts The Company has not entered into any long-term leases, contracts or commitments. The Company leases facilities which the term is 12 months $37,823 $18,400 Advisory service On March 3, 2020, we appointed Oscar Brito as an advisor to our Board of Directors and agreed to pay him $5,000 $12,600 On January 4, 2021, the Company terminated a placement agent and advisory services agreement with a FINRA member dated September 22, 2020, and cancelled 1,294,600 400,000 |
NOTE 15 - SEGMENT
NOTE 15 - SEGMENT - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | ||||||||
NOTE 15 - SEGMENT | NOTE 11 - SEGMENTS At June 30, 2022, the Company operates in one industry segment, telecommunication services, and two geographic segments, USA and Switzerland, where current assets and equipment are located . Operating Activities The following table shows operating activities information by geographic segment for the three and six months ended June 30, 2022 and 2021: Three months ended June 30, 2022 NOTE 11 - SEGMENT - Schedule of Operating Activities by Geographic Segment USA Switzerland Elimination Total Revenues $ 23,059,647 1,236,823 $ (596,754 ) $ 23,699,716 Cost of revenue 22,418,046 1,032,150 (596,754 ) 22,853,442 Gross profit 641,601 204,673 — 846,274 Operating expenses General and administration 921,793 222,659 — 1,144,452 Operating loss (280,192 ) (17,986 ) — (298,178 ) Other income (expense) 13,314 (593 ) — 12,721 Net loss $ (266,878 ) $ (18,579 ) $ — $ (285,457 ) Three months Ended June 30, 2021 USA Switzerland Elimination Total Revenues $ 14,990,382 1,149,183 $ (11,198 ) $ 16,128,367 Cost of revenue 15,074,899 1,020,101 (11,198 ) 16,083,802 Gross profit (84,517 ) 129,082 — 44,565 Operating expenses General and administration 1,022,625 186,542 — 1,209,167 Operating loss (1,107,142 ) (57,460 ) — (1,164,602 ) Other income (expense) 47,030 (4,800 ) — 42,230 Net loss $ (1,060,112 ) $ (62,260 ) $ — $ (1,122,372 ) Six months ended June 30, 2022 USA Switzerland Elimination Total Revenues $ 41,534,760 2,262,903 $ (678,636 ) $ 43,119,027 Cost of revenue 40,611,998 1,855,331 (678,636 ) 41,788,693 Gross profit 922,762 407,572 — 1,330,334 Operating expenses General and administration 1,703,093 430,857 — 2,133,950 Operating loss (780,331 ) (23,285 ) — (803,616 ) Other income (expense) (16,527 ) 9,955 — (6,572 ) Net loss $ (796,858 ) $ (13,330 ) $ — $ (810,188 ) Six months Ended June 30, 2021 USA Switzerland Elimination Total Revenues $ 28,057,392 2,284,985 $ (16,399 ) $ 30,325,978 Cost of revenue 27,780,959 2,029,483 (16,399 ) 29,794,043 Gross profit 276,433 255,502 — 531,935 Operating expenses General and administration 2,338,741 368,537 — 2,707,278 Operating loss (2,062,308 ) (113,035 ) — (2,175,343 ) Other income (expense) (840,841 ) 15,323 — (825,518 ) Net loss $ (2,903,149 ) $ (97,712 ) $ — $ (3,000,861 ) Asset Information The following table shows asset information by geographic segment as of June 30, 2022 and December 31, 2021: June 30, 2022 USA Switzerland Elimination Total Assets Current assets $ 6,117,363 $ 923,941 $ (222,863 ) $ 6,818,441 Non-current assets $ 11,673,710 $ 595,961 $ (6,184,562 ) $ 6,085,109 Liabilities Current liabilities $ 2,384,494 $ 1,445,785 $ (222,863 ) $ 3,607,416 Non-current liabilities $ — $ 254,358 $ — $ 254,358 December 31, 2021 USA Switzerland Elimination Total Assets Current assets $ 5,783,859 $ 997,216 $ (214,551 ) $ 6,566,524 Non-current assets $ 4,468,491 $ 609,189 $ (2,584,562 ) $ 2,493,118 Liabilities Current liabilities $ 1,070,972 $ 1,506,594 $ (214,551 ) $ 2,363,015 Non-current liabilities $ — $ 275,729 $ — $ 275,729 | NOTE 15 - SEGMENT At December 31, 2021 and 2020, the Company operates in one industry segment, telecommunication services, and two geographic segments, USA and Switzerland, where current assets and equipment are located . Operating Activities The following table shows operating activities information by geographic segment for the years ended December 31, 2021 and 2020: Year ended December 31, 2021 NOTE 15 - SEGMENT - Schedule of Operating Activities by Geographic Segment USA Switzerland Elimination Total Revenues $ 60,112,852 4,681,978 $ (92,812 ) $ 64,702,018 Cost of revenue 59,274,781 3,986,334 (92,812 ) 63,168,303 Gross profit 838,071 695,644 — 1,533,715 Operating expenses General and administration 3,733,579 784,052 — 4,517,631 Operating income (loss) (2,895,508 ) (88,408 ) — (2,983,916 ) Other income (expense) (897,507 ) 17,422 — (880,085 ) Net income (loss) $ (3,793,015 ) $ (70,986 ) $ — $ (3,864,001 ) Year ended December 31, 2020 USA Switzerland Elimination Total Revenues $ 39,495,542 $ 5,432,022 $ (17,558 ) $ 44,910,006 Cost of revenue 39,308,347 4,656,865 (17,558 ) 43,947,654 Gross profit 187,195 775,157 — 962,352 Operating expenses General and administration 3,359,237 815,130 — 4,174,367 Operating loss (3,172,042 ) (39,973 ) — (3,212,015 ) Other expense (3,356,881 ) (130,434 ) — (3,487,315 ) Net loss $ (6,528,923 ) $ (170,407 ) $ — $ (6,699,330 ) Asset Information The following table shows asset information by geographic segment as of December 31, 2021 and 2020: December 31, 2021 USA Switzerland Elimination Total Assets Current assets $ 5,783,859 $ 997,216 $ (214,551 ) $ 6,566,524 Non-current assets $ 4,468,491 $ 609,189 $ (2,584,562 ) $ 2,493,118 Liabilities Current liabilities $ 1,070,972 $ 1,506,594 $ (214,551 ) $ 2,363,015 Non-current liabilities $ — $ 275,729 $ — $ 275,729 December 31, 2020 USA Switzerland Elimination Total Assets Current assets $ 3,245,725 $ 1,225,399 $ (889,540 ) $ 3,581,584 Non-current assets $ 3,478,147 $ 561,551 $ (1,669,515 ) $ 2,370,183 Liabilities Current liabilities $ 5,630,060 $ 3,171,419 $ (889,540 ) $ 7,911,939 Non-current liabilities $ 2,816 $ 432,048 $ — $ 434,864 | ||||||
Revenues | $ 23,699,716 | $ 64,702,018 | $ 16,128,367 | $ 44,910,006 | $ 43,119,027 | $ 30,325,978 | $ 64,702,018 | $ 44,910,006 |
Cost of revenue | 22,853,442 | 63,168,303 | 16,083,802 | 43,947,654 | 41,788,693 | 29,794,043 | 63,168,303 | 43,947,654 |
Gross profit | 846,274 | 1,533,715 | 44,565 | 962,352 | 1,330,334 | 531,935 | 1,533,715 | 962,352 |
Operating expenses | ||||||||
General and administration | 1,144,452 | 4,517,631 | 1,209,167 | 4,174,367 | 2,133,950 | 2,707,278 | 4,517,631 | 4,174,367 |
Operating loss | (298,178) | (2,983,916) | (1,164,602) | (3,212,015) | (803,616) | (2,175,343) | (2,983,916) | (3,212,015) |
Other expense | 12,721 | (880,085) | 42,230 | (3,487,315) | (6,572) | (825,518) | (880,085) | (3,487,315) |
Net loss | (285,457) | (3,864,001) | (1,122,372) | (6,699,330) | (810,188) | (3,000,861) | (3,864,001) | (6,699,482) |
Assets | ||||||||
Current assets | 6,818,441 | 6,566,524 | 3,581,584 | 6,818,441 | 6,566,524 | 3,581,584 | ||
Non-current assets | 6,085,109 | 2,493,118 | 2,370,183 | 6,085,109 | 2,493,118 | 2,370,183 | ||
Liabilities | ||||||||
Current liabilities | 3,607,416 | 2,363,015 | 7,911,939 | 3,607,416 | 2,363,015 | 7,911,939 | ||
Non-current liabilities | 254,358 | 275,729 | 434,864 | 254,358 | 275,729 | 434,864 | ||
U S A [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenues | 23,059,647 | 60,112,852 | 14,990,382 | 39,495,542 | 41,534,760 | 28,057,392 | ||
Cost of revenue | 22,418,046 | 59,274,781 | 15,074,899 | 39,308,347 | 40,611,998 | 27,780,959 | ||
Gross profit | 641,601 | 838,071 | (84,517) | 187,195 | 922,762 | 276,433 | ||
Operating expenses | ||||||||
General and administration | 921,793 | 3,733,579 | 1,022,625 | 3,359,237 | 1,703,093 | 2,338,741 | ||
Operating loss | (280,192) | (2,895,508) | (1,107,142) | (3,172,042) | (780,331) | (2,062,308) | ||
Other expense | 13,314 | (897,507) | 47,030 | (3,356,881) | (16,527) | (840,841) | ||
Net loss | (266,878) | (3,793,015) | (1,060,112) | (6,528,923) | (796,858) | (2,903,149) | ||
Assets | ||||||||
Current assets | 6,117,363 | 5,783,859 | 3,245,725 | 6,117,363 | 5,783,859 | 3,245,725 | ||
Non-current assets | 11,673,710 | 4,468,491 | 3,478,147 | 11,673,710 | 4,468,491 | 3,478,147 | ||
Liabilities | ||||||||
Current liabilities | 2,384,494 | 1,070,972 | 5,630,060 | 2,384,494 | 1,070,972 | 5,630,060 | ||
Non-current liabilities | 2,816 | 2,816 | ||||||
Switzerland [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenues | 1,236,823 | 4,681,978 | 1,149,183 | 5,432,022 | 2,262,903 | 2,284,985 | ||
Cost of revenue | 1,032,150 | 3,986,334 | 1,020,101 | 4,656,865 | 1,855,331 | 2,029,483 | ||
Gross profit | 204,673 | 695,644 | 129,082 | 775,157 | 407,572 | 255,502 | ||
Operating expenses | ||||||||
General and administration | 222,659 | 784,052 | 186,542 | 815,130 | 430,857 | 368,537 | ||
Operating loss | (17,986) | (88,408) | (57,460) | (39,973) | (23,285) | (113,035) | ||
Other expense | (593) | 17,422 | (4,800) | (130,434) | 9,955 | 15,323 | ||
Net loss | (18,579) | (70,986) | (62,260) | (170,407) | (13,330) | (97,712) | ||
Assets | ||||||||
Current assets | 923,941 | 997,216 | 1,225,399 | 923,941 | 997,216 | 1,225,399 | ||
Non-current assets | 595,961 | 609,189 | 561,551 | 595,961 | 609,189 | 561,551 | ||
Liabilities | ||||||||
Current liabilities | 1,445,785 | 1,506,594 | 3,171,419 | 1,445,785 | 1,506,594 | 3,171,419 | ||
Non-current liabilities | 254,358 | 275,729 | 432,048 | 254,358 | 275,729 | 432,048 | ||
Elimination [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenues | (596,754) | (92,812) | (11,198) | (17,558) | (678,636) | (16,399) | ||
Cost of revenue | (596,754) | (92,812) | (11,198) | (17,558) | (678,636) | (16,399) | ||
Gross profit | ||||||||
Operating expenses | ||||||||
General and administration | ||||||||
Operating loss | ||||||||
Other expense | ||||||||
Net loss | ||||||||
Assets | ||||||||
Current assets | (222,863) | (214,551) | (889,540) | (222,863) | (214,551) | (889,540) | ||
Non-current assets | (6,184,562) | (2,584,562) | (1,669,515) | (6,184,562) | (2,584,562) | (1,669,515) | ||
Liabilities | ||||||||
Current liabilities | (222,863) | (214,551) | (889,540) | (222,863) | (214,551) | (889,540) | ||
Non-current liabilities |
NOTE 16 _ SUBSEQUENT EVENTS.
NOTE 16 – SUBSEQUENT EVENTS. | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Subsequent Events [Abstract] | ||
NOTE 16 – SUBSEQUENT EVENTS. | NOTE 12 – SUBSEQUENT EVENTS Management has evaluated subsequent events through the date these consolidated financial statements were available to be issued. Based on our evaluation no material events have occurred that require disclosure. | NOTE 16 – SUBSEQUENT EVENTS Subsequent to December 31, 2020 and through the date that these financials were made available, the Company had the following subsequent events: On March 31, 2022 the Company sold 2,000,000 common shares under a subscription agreement of our Regulation A offering statement for an aggregated amount of $1,000,000 . The shares were issued on April, 6, 2022. |
NOTE 2 -SUMMARY OF SIGNIFICAN_2
NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
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 financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of June 30, 2022 and the results of operations and cash flows for the periods presented. The results of operations for the six months ended June 30, 2022 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited 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, 2021 filed with the SEC on April 15, 2022. | Basis of Presentation The consolidated financial statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The financial statements have been prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States of America. The Company’s fiscal year end is December 31. |
Consolidation Policy | Consolidation Policy The consolidated financial statements of the Company include the accounts of the Company and its owned subsidiaries, Etelix.com USA, LLC (“Etelix”), SwissLink Carrier AG (“Swisslink”), ITSBCHAIN, LLC (“ItsBchain”), QGLOBAL SMS, LLC (“QGlobal”), IoT Labs, LLC (“IoT Labs”), Global Money One Inc (“Global Money One”), Whisl telecom LLC and Smartbiz Telecom LLC. All significant intercompany balances and transactions have been eliminated in consolidation. | Consolidation Policy The consolidated financial statements of the Company include the accounts of the Company and its owned subsidiaries, Etelix.com USA, LLC (“Etelix”), SwissLink Carrier AG (“Swisslink”), ITSBCHAIN, LLC (“ItsBchain”), QGLOBAL SMS, LLC (“QGlobal”), IoT Labs, LLC (“IoT Labs”) and Global Money One Inc (“Global Money One”). All significant intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments. | Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments. |
Business Combinations | Business Combinations In accordance with ASC 805-10, “ Business Combinations | Business Combinations In accordance with ASC 805-10, “ Business Combinations |
Foreign Currency Translation and Re-measurement | Foreign Currency Translation and Re-measurement The Company translates its foreign operations to the U.S. dollar in accordance with ASC 830, “ Foreign Currency Matters The functional currency and reporting currency of the Company, Etelix, QGlobal, Itsbchain, IoT Labs, Global Money One, Whisl, and Smartbiz is the U.S. dollar, while the functional currency of SwissLink is the Swiss Franc (“CHF”). SwissLink translates their records into the U.S. dollar as follows: · Assets and liabilities at the rate of exchange in effect at the balance sheet date · Equities at historical rate · Revenue and expense items at the average rate of exchange prevailing during the period Adjustments arising from such translations are included in accumulated other comprehensive income (loss) in stockholders’ equity. | Foreign Currency Translation and Re-measurement The Company translates its foreign operations to U.S. dollar in accordance with ASC 830, “ Foreign Currency Matters The functional currency and reporting currency of Etelix, QGlobal, ItsBchain, IoT Labs and Global Money One is the U.S. dollar, while SwissLink’s functional currency is the Swiss Franc (“CHF”). The Company’s subsidiaries, whose functional currency is not the U.S. dollar, translate their records into U.S. dollar as follows: · Assets and liabilities at the rate of exchange in effect at the balance sheet date · Equities at historical rate · Revenue and expense items at the average rate of exchange prevailing during the period Adjustments arising from such translations are included in accumulated other comprehensive income in stockholders’ equity. December 31, December 31, 2021 2020 Spot CHF: USD exchange rate $ 1.0974 $ 1.1304 Average CHF: USD exchange rate $ 1.0969 $ 1.0662 |
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. The Company reviews its allowance for doubtful accounts daily and past due balances over 60 days and a specified amount are reviewed individually for collectability. Account balances are charged off after all means of collection have been exhausted and the potential for recovery is considered remote. During the six months ended June 30, 2022 and 2021, the Company did not record bad debt expense. | Accounts Receivable and Allowance for Uncollectible Accounts Substantially all of the Company’s accounts receivable balance is related to trade receivables. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The Company reviews its allowance for doubtful accounts daily and past due balances over 60 days and a specified amount are reviewed individually for collectability. Account balances are charged off after all means of collection have been exhausted and the potential for recovery is considered remote. During the years ended December 31, 2021 and 2020, the Company had bad debt expense of $0 $137,749 |
Net Income (Loss) Per Share of Common Stock | Net Income (Loss) Per Share of Common Stock The Company has adopted ASC 260, ”Earnings per Share” | Net Income (Loss) Per Share of Common Stock The Company has adopted ASC 260, ”Earnings per Share” |
Concentrations of Credit Risk | Concentrations of Credit Risk The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents and related party payables. The Company places its cash and cash equivalents with financial institutions of high creditworthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. During the six months ended June 30, 2022, 8 customers represented 87% 87% | 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 that it will likely incur in the near future. The Company places its cash and cash equivalents with financial institutions of high creditworthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. During the year ended December 31, 2021 and 2020, 7 and 6 customers represented 88% 70% 68% |
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 existed, 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 clients. | 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 Management has considered all recent accounting pronouncements issued since the last audit of our financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements. | Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “ Debt—Debt with “Conversion and Other Options Hedging—Contracts in Entity’s Own Equity |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. The Company had no cash equivalents at December 31, 2021 and 2020. | |
Long-Lived Assets | Long-Lived Assets Long-lived assets are evaluated for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on a comparison of the undiscounted future cash flows to the recorded value of the asset. If impairment is indicated, the asset is written down to its estimated fair value. | |
Fixed Assets | Fixed Assets Fixed assets, consisting of telecommunications equipment and software, is recorded at cost reduced by accumulated depreciation and amortization. Depreciation and amortization expense is recognized over the assets’ estimated useful lives of 3 years 5 years 5 years | |
Impairment of tangible and intangible assets | Impairment of tangible and intangible assets Tangible and intangible assets (excluding goodwill) are assessed at each reporting date for indications that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Company makes an estimate of the asset's recoverable amount. The asset's recoverable amount is the higher of an asset's or cash-generating unit's fair value less costs of disposal and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset or a group of assets exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or the group of assets. | |
Goodwill | Goodwill We allocate goodwill to reporting units based on the reporting unit expected to benefit from the business combination. We evaluate our reporting units on an annual basis and, if necessary, reassign goodwill using a relative fair value allocation approach. Goodwill is tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. These events or circumstances could include a significant change in the business climate, legal factors, operating performance indicators, competition, or sale or disposition of a significant portion of a reporting unit. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units, and determination of the fair value of each reporting unit. The fair value of each reporting unit is estimated primarily through the use of a discounted cash flow methodology. This analysis requires significant judgments, including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term rate of growth for our business, estimation of the useful life over which cash flows will occur, and determination of our weighted average cost of capital. The estimates used to calculate the fair value of a reporting unit change from year to year based on operating results, market conditions, and other factors. Changes in these estimates and assumptions could materially affect the determination of fair value and goodwill impairment for each reporting unit. | |
Retirement Benefit Costs | Retirement Benefit Costs Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due. Payments made to state-managed retirement benefit schemes are dealt with as payments to defined contribution schemes where the Company’s obligations under the schemes are equivalent to those arising in a defined contribution retirement benefit scheme. For defined benefit schemes, the cost of providing benefits is determined using the Projected Unit Credit Method, with actuarial valuations being carried out at each balance sheet date. Actuarial gains and losses are recognized in full in the period in which they occur. They are recognized outside the income statement and are presented in other comprehensive income. Past service cost is recognized immediately in the income statement in the period in which it occurs. The retirement benefit obligation recognized in the balance sheet represents the present value of the defined obligation as adjusted for unrecognized past service cost, and as reduced by the fair value of the scheme assets. Any asset resulting from this calculation is limited to past service cost, plus the present value of available refunds and reductions in future contributions to the scheme. | |
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 and cash equivalents; accounts receivable; prepaid and other current assets; accounts payable; 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 party’s due to their related party nature. | |
Derivative Financial Instruments | Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. We evaluate all of our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company used a Black Scholes valuation model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. | |
Income Taxes | Income Taxes The Company uses the liability method of accounting for income taxes. Under the liability method, deferred tax assets and liabilities are determined based on differences between financial reporting and the tax basis of assets, liabilities, the carry forward of operating losses and tax credits, and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. An allowance against deferred tax assets is recorded when it is more likely than not that such tax benefits will not be realized. | |
Related Parties | Related Parties The Company follows ASC 850, “Related Party Disclosures,” | |
Cost of revenue | Cost of revenue Costs of revenue represent direct charges from vendors that the Company incurs to deliver services to its customers. These costs primarily consist of usage charges for calls terminated in vendor’s network. | |
Lease | Lease The Company leases office space for corporate and network monitoring activities and to house telecommunications equipment. In accordance with ASC 842, “ Leases The office lease meets the definition of a short-term lease because the lease term is 12 months or less. Consequently, consistent with Company’s accounting policy election, the Company does not recognize the right-of-use asset and the lease liability arising from this lease. |
NOTE 4 _ ACQUISITIONS (Tables)
NOTE 4 – ACQUISITIONS (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | ||
NOTE 4 - ACQUISITIONS - Whisl Consideration | May 13, Fair Value of Consideration: 2022 Cash $ 1,000,000 Payable to seller 250,000 1,461,653 shares of common stock 550,000 Total Purchase Price $ 1,800,000 | |
NOTE 4 - ACQUISITIONS - Smartbiz Consideration | June 1, Fair Value of Consideration: 2022 Cash $ 725,000 Payable to seller 75,000 2,850,330 shares of common stock 1,000,000 Total Purchase Price $ 1,800,000 | |
NOTE 4 - ACQUISITIONS - Whisl Assets and Liabilities Acquired | Total purchase price $ 1,800,000 Cash 141,113 Accounts receivable 109,762 Total identifiable assets 250,875 Accounts payable ( 241,426 ) Other current liabilities ( 2,075 ) Total liabilities assumed ( 243,501 ) Net assets 7,374 Non-controlling interest 3,613 Total net assets 3,761 Goodwill $ 1,796,239 | |
NOTE 4 - ACQUISITIONS - Smartbiz Assets and Liabilities Acquired | Total purchase price $ 1,800,000 Cash 19,755 Accounts receivable 789,515 Total identifiable assets 809,270 Accounts payable ( 807,265 ) Other current liabilities ( 76,839 ) Total liabilities assumed ( 884,104 ) Net assets ( 74,834 ) Non-controlling interest ( 36,669 ) Total net assets ( 38,165 ) Goodwill $ 1,838,165 | |
NOTE 4 - ACQUISITIONS - Unaudited Pro Forma Results of Operations | Six Months Ended June 30, 2022 2021 Revenues $ 47,228,496 $ 38,791,210 Cost of revenues 46,061,883 37,528,152 Gross profit 1,166,613 1,263,058 Operating expenses 3,066,379 3,327,710 Operating loss (1,899,766 ) (2,064,652 ) Other expense (6,572 ) (825,518 ) Net Loss $ (1,906,338 ) $ (2,890,170 ) | December 31, 2020 Revenues $ 55,784,168 Cost of revenues 54,631,017 Gross profit 1,153,151 Operating expenses 4,224,903 Operating loss (3,071,752 ) Other expense (3,487,315 ) Net Loss $ (6,559,067 ) |
NOTE 5 _ PROPERTY AND EQUIPME_2
NOTE 5 – PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
NOTE 4 - PROPERTY AND EQUIPMENT - Schedule of Propery Plant and Equipment | June 30, December 31, 2022 2021 Telecommunication equipment $ 290,660 $ 258,871 Telecommunication software 593,497 618,125 Other equipment 98,085 108,805 Total property and equipment 982,242 985,801 Accumulated depreciation and amortization ( 595,535 ) ( 576,419 ) Total property and equipment $ 386,707 $ 409,382 | December 31, December 31, 2021 2020 Telecommunication equipment $ 258,871 $ 259,000 Telecommunication software 618,125 530,514 Other equipment 108,805 47,206 Total property and equipment 985,801 836,720 Accumulated depreciation and amortization ( 576,419 ) ( 486,190 ) Total property and equipment $ 409,382 $ 350,530 |
NOTE 6 _LOANS PAYABLE (Tables)
NOTE 6 –LOANS PAYABLE (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
NOTE 5 - LOANS PAYABLE - Schedule of Loans Payable | June 30, December 31, 2022 2021 Term Interest rate Bridge Loan $ — $ 222,222 Note was issued on November 1, 2020 and due on January 30, 2022 18.0% Martus 96,185 100,634 Note was issued on October 23, 2018 and due on January 3, 2023 5.0% Swisspeers AG — 9,605 Note was issued on April 8, 2019 and due on October 4, 2022 7.0% Darlene Covid19 104,840 109,690 Note was issued on April 1, 2020 and due on March 31, 2025 0.0% Total 201,025 442,151 Less: Unamortized debt discount — ( 7,406 ) Total loans payable 201,025 434,745 Less: Current portion of loans payable ( 96,185 ) ( 315,450 ) Long-term loans payable $ 104,840 $ 119,295 | |
NOTE 5 - LOANS PAYABLE - Schedule of Loans Payable to Related Parties | June 30, December 31, 2022 2021 Term Interest rate 49% of Shareholder of SwissLink $ 19,047 $ 19,929 Note is due on demand 0% 49% of Shareholder of SwissLink 209,680 219,379 Note is due on demand 5% Total 228,727 239,308 Less: Current portion of loans payable 228,727 239,308 Long-term loans payable $ — $ — | December 31, December 31, 2021 2020 Alonso Van Der Biest $ — $ 80,200 Alvaro Quintana — 10,587 49% of Shareholder of SwissLink 19,929 1,737,512 49% of Shareholder of SwissLink 219,379 226,080 Total 239,308 2,054,379 Less: Current portion of loans payable 239,308 2,054,379 Long-term loans payable $ — $ — |
NOTE 7 _ OTHER CURRENT LIABIL_2
NOTE 7 – OTHER CURRENT LIABILITIES (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Other Liabilities Disclosure [Abstract] | ||
NOTE - 7 OTHER CURRENT LIABILITIES - Schedule of Other CurrentLiabilities | June 30, December 31, 2022 2021 Accrued liabilities $ 40,929 $ 61,153 Payable for acquisition of subsidiaries 325,000 — Accrued interest — 8,173 Salary payable - management 80,730 92,229 Salary payable 2,799 — Employee benefits 106,516 105,221 Other current liabilities 102,157 40,273 $ 658,131 $ 307,049 | |
NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Foreign Currency Adjustments | December 31, December 31, 2021 2020 Spot CHF: USD exchange rate $ 1.0974 $ 1.1304 Average CHF: USD exchange rate $ 1.0969 $ 1.0662 |
NOTE 11 - SEGMENTS (Tables)
NOTE 11 - SEGMENTS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
NOTE 11 - SEGMENT - Schedule of Operating Activities by Geographic Segment | Three months ended June 30, 2022 NOTE 11 - SEGMENT - Schedule of Operating Activities by Geographic Segment USA Switzerland Elimination Total Revenues $ 23,059,647 1,236,823 $ (596,754 ) $ 23,699,716 Cost of revenue 22,418,046 1,032,150 (596,754 ) 22,853,442 Gross profit 641,601 204,673 — 846,274 Operating expenses General and administration 921,793 222,659 — 1,144,452 Operating loss (280,192 ) (17,986 ) — (298,178 ) Other income (expense) 13,314 (593 ) — 12,721 Net loss $ (266,878 ) $ (18,579 ) $ — $ (285,457 ) Three months Ended June 30, 2021 USA Switzerland Elimination Total Revenues $ 14,990,382 1,149,183 $ (11,198 ) $ 16,128,367 Cost of revenue 15,074,899 1,020,101 (11,198 ) 16,083,802 Gross profit (84,517 ) 129,082 — 44,565 Operating expenses General and administration 1,022,625 186,542 — 1,209,167 Operating loss (1,107,142 ) (57,460 ) — (1,164,602 ) Other income (expense) 47,030 (4,800 ) — 42,230 Net loss $ (1,060,112 ) $ (62,260 ) $ — $ (1,122,372 ) Six months ended June 30, 2022 USA Switzerland Elimination Total Revenues $ 41,534,760 2,262,903 $ (678,636 ) $ 43,119,027 Cost of revenue 40,611,998 1,855,331 (678,636 ) 41,788,693 Gross profit 922,762 407,572 — 1,330,334 Operating expenses General and administration 1,703,093 430,857 — 2,133,950 Operating loss (780,331 ) (23,285 ) — (803,616 ) Other income (expense) (16,527 ) 9,955 — (6,572 ) Net loss $ (796,858 ) $ (13,330 ) $ — $ (810,188 ) Six months Ended June 30, 2021 USA Switzerland Elimination Total Revenues $ 28,057,392 2,284,985 $ (16,399 ) $ 30,325,978 Cost of revenue 27,780,959 2,029,483 (16,399 ) 29,794,043 Gross profit 276,433 255,502 — 531,935 Operating expenses General and administration 2,338,741 368,537 — 2,707,278 Operating loss (2,062,308 ) (113,035 ) — (2,175,343 ) Other income (expense) (840,841 ) 15,323 — (825,518 ) Net loss $ (2,903,149 ) $ (97,712 ) $ — $ (3,000,861 ) Asset Information The following table shows asset information by geographic segment as of June 30, 2022 and December 31, 2021: June 30, 2022 USA Switzerland Elimination Total Assets Current assets $ 6,117,363 $ 923,941 $ (222,863 ) $ 6,818,441 Non-current assets $ 11,673,710 $ 595,961 $ (6,184,562 ) $ 6,085,109 Liabilities Current liabilities $ 2,384,494 $ 1,445,785 $ (222,863 ) $ 3,607,416 Non-current liabilities $ — $ 254,358 $ — $ 254,358 December 31, 2021 USA Switzerland Elimination Total Assets Current assets $ 5,783,859 $ 997,216 $ (214,551 ) $ 6,566,524 Non-current assets $ 4,468,491 $ 609,189 $ (2,584,562 ) $ 2,493,118 Liabilities Current liabilities $ 1,070,972 $ 1,506,594 $ (214,551 ) $ 2,363,015 Non-current liabilities $ — $ 275,729 $ — $ 275,729 |
NOTE 4 - ACQUISITION (Tables)
NOTE 4 - ACQUISITION (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | ||
NOTE 4 - ACQUISITION - Schedule of Assets Acquired and Liabilities Assumed | Total purchase price $ 180,000 Cash 135,781 Other current assets 953 Property and equipment 34,075 Intangible asset 21,875 Total identifiable assets 192,684 Accounts payable (100 ) Total liabilities assumed (100 ) Net assets 192,584 Non-controlling interest 94,366 Total net assets 98,218 Goodwill $ 81,782 | |
NOTE 4 - ACQUISITIONS - Schedule of Combnined Pro Forma Results of Operations | Six Months Ended June 30, 2022 2021 Revenues $ 47,228,496 $ 38,791,210 Cost of revenues 46,061,883 37,528,152 Gross profit 1,166,613 1,263,058 Operating expenses 3,066,379 3,327,710 Operating loss (1,899,766 ) (2,064,652 ) Other expense (6,572 ) (825,518 ) Net Loss $ (1,906,338 ) $ (2,890,170 ) | December 31, 2020 Revenues $ 55,784,168 Cost of revenues 54,631,017 Gross profit 1,153,151 Operating expenses 4,224,903 Operating loss (3,071,752 ) Other expense (3,487,315 ) Net Loss $ (6,559,067 ) |
NOTE 5 _ PREPAID AND OTHER CU_2
NOTE 5 – PREPAID AND OTHER CURRENT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
NOTE 5 - PREPAID AND OTHER CURRENT ASSETS - Schedule of Prepaid and Other Current Assets | December 31, December 31, 2021 2020 Subscription receivable $ 100,000 $ — Other receivable 143,187 77,557 Prepaid expenses 23,320 — Tax receivable 603 600 Total prepaid and other current assets $ 267,110 $ 78,157 |
NOTE 6 _ PROPERTY AND EQUIPME_2
NOTE 6 – PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
NOTE 4 - PROPERTY AND EQUIPMENT - Schedule of Propery Plant and Equipment | June 30, December 31, 2022 2021 Telecommunication equipment $ 290,660 $ 258,871 Telecommunication software 593,497 618,125 Other equipment 98,085 108,805 Total property and equipment 982,242 985,801 Accumulated depreciation and amortization ( 595,535 ) ( 576,419 ) Total property and equipment $ 386,707 $ 409,382 | December 31, December 31, 2021 2020 Telecommunication equipment $ 258,871 $ 259,000 Telecommunication software 618,125 530,514 Other equipment 108,805 47,206 Total property and equipment 985,801 836,720 Accumulated depreciation and amortization ( 576,419 ) ( 486,190 ) Total property and equipment $ 409,382 $ 350,530 |
NOTE 7 _LOANS PAYABLE (Tables)
NOTE 7 –LOANS PAYABLE (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
NOTE 7 - LOANS PAYABLE - Schedule of Loans Payable | December 31, December 31, Interest 2021 2020 Term Rate Unique Funding Solutions_2 $ — $ 2,000 Note was issued on October 12, 2018 and due on January 17, 2019 28.6% YES LENDER LLC 3 — 5,403 Note was issued on August 3, 2020 and due on January 12, 2021 26.0% Advance Service Group LLC — 12,143 Note was issued on October 20, 2020, and due on February 19, 2021 29.0% Apollo Management Group, Inc — 63,158 Note was issued on March 18, 2020 and due on December 15, 2020 12.0% Apollo Management Group, Inc 2 — 68,421 Note was issued on March 25, 2020 and due on December 15, 2020 12.0% Apollo Management Group, Inc 3 — 66,316 Note was issued on April 1, 2020 and due on October 1, 2021 12.0% Apollo Management Group, Inc 4 — 73,684 Note was issued on April 2, 2020 and due on October 2, 2021 12.0% Apollo Management Group, Inc 5 — 36,842 Note was issued on April 7, 2020 and due on October 7, 2021 12.0% Apollo Management Group, Inc 6 — 84,211 Note was issued on April 15, 2020 and due on October 15, 2021 12.0% Apollo Management Group, Inc 7 — 55,000 Note was issued on April 20, 2020 and due on December 15, 2020 12.0% Apollo Management Group, Inc 14 — 32,432 Note was issued on December 4, 2020 and due on January 4, 2021 12.0% Labrys Fund — 280,000 Note was issued on June 26, 2020 and due on April 1, 2021 12.0% M2B Funding Corp — 300,000 Note was issued on September 1, 2020 and due on September 1, 2021 12.0% M2B Funding Corp 1 — 77,778 Note was issued on December 10, 2020 and due on January 9, 2021 22.0% M2B Funding Corp 2 — 27,778 Note was issued on December 18, 2020 and due on January 17, 2021 22.0% M2B Funding Corp 3 — 55,556 Note was issued on December 24, 2020 and due on January 23, 2021 22.0% M2B Funding Corp 4 — 111,111 Note was issued on December 30, 2020 and due on January 29, 2021 22.0% Bridge Loan 222,222 — Note was issued on November 1, 2021 and due on January 30, 2022 18.0% Martus 100,634 108,609 Note was issued on October 23, 2018 and due on January 3, 2022 5.0% Swisspeers AG 9,605 49,187 Note was issued on April 8, 2019 and due on October 4, 2022 7.0% Darlene Covid19 109,690 113,040 Note was issued on April 1, 2020 and due on March 31, 2025 0.0% Total 442,151 1,622,669 Less: Unamortized debt discount ( 7,406 ) ( 19,221 ) Total loans payable 434,745 1,603,448 Less: Current portion of loans payable 315,450 1,332,612 Long-term loans payable $ 119,295 $ 270,836 | |
NOTE 7 - LOANS PAYABLE - Schedule of Loans Payable to Related Parties | June 30, December 31, 2022 2021 Term Interest rate 49% of Shareholder of SwissLink $ 19,047 $ 19,929 Note is due on demand 0% 49% of Shareholder of SwissLink 209,680 219,379 Note is due on demand 5% Total 228,727 239,308 Less: Current portion of loans payable 228,727 239,308 Long-term loans payable $ — $ — | December 31, December 31, 2021 2020 Alonso Van Der Biest $ — $ 80,200 Alvaro Quintana — 10,587 49% of Shareholder of SwissLink 19,929 1,737,512 49% of Shareholder of SwissLink 219,379 226,080 Total 239,308 2,054,379 Less: Current portion of loans payable 239,308 2,054,379 Long-term loans payable $ — $ — |
NOTE 8 _ OTHER CURRENT LIABIL_2
NOTE 8 – OTHER CURRENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Liabilities Disclosure [Abstract] | |
NOTE 8 - OTHER CURRENT LIABILITIES - Other Current Liabilities | December 31, December 31, 2021 2020 Accrued liabilities $ 61,153 $ 6,789 Accrued interest 8,173 170,960 Salary payable - management 92,229 28,300 Employee benefits 105,221 181,231 Other current liabilities 40,273 26,396 Total Other Current Liabilities $ 307,049 $ 413,676 |
NOTE 9 - CONVERTIBLE LOANS (Tab
NOTE 9 - CONVERTIBLE LOANS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
NOTE 9 - CONVERTIBLE LOANS Schedule of Convertible Loans | December 31, December 31, 2021 2020 Promissory notes – Issued in fiscal year 2019, with variable conversion features $ — $ 5,000 Promissory notes – Issued in fiscal year 2020, with variable conversion features — 623,660 Total convertible notes payable — 628,660 Less: Unamortized debt discount — (372,290 ) Total convertible notes — 256,370 Less: current portion of convertible notes — 253,554 Long-term convertible notes $ — $ 2,816 |
NOTE 9 - CONVERTIBLE LOANS - Summary of Warrant Activity | Warrants Outstanding Shares Weighted Average Exercise Price Weighted Average Remaining Contractual life (in years) Outstanding, December 31, 2019 367,343 $ 0.480 4.05 Granted 6,500,000 0.024 6.00 Reset 10,813,001 0.014 1.92 Cashless Exercised ( 10,597,010 ) 0.023 4.24 Settled ( 7,083,334 ) 0.012 1.64 Outstanding, December 31, 2020 — $ — — |
NOTE 10 _ DERIVATIVE LIABILITY
NOTE 10 – DERIVATIVE LIABILITY (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Note 10 Derivative Liability | |
NOTE - 10 DERIVATIVE LIABILITY - Schedule of Fair Value Measurement of Liabilities | Year ended December 31, 2021 2020 Expected term 0.16 - 1.18 years 0.02 - 6.00 years Expected average volatility 145% - 241% 74% - 550% Expected dividend yield — — Risk-free interest rate 0.07% - 0.09% 0.05% - 2.56% |
NOTE 10 - DERIVATIVE LIABILITY - Fair Value Measurements Using Significant Observable Inputs | Fair Value Measurements Using Significant Observable Inputs (Level 3) Balance - December 31, 2019 $ 4,744,134 Addition of new derivatives recognized as debt discounts 1,673,393 Addition of new derivatives recognized as loss on derivatives 1,040,636 Settled on issuance of common stock ( 5,136,222 ) Change in fair value of the derivative ( 1,296,250 ) Balance - December 31, 2020 $ 1,025,691 Settled on issuance of common stock ( 708,611 ) Change in fair value of the derivative ( 317,080 ) Balance - December 31, 2021 $ — |
NOTE 10- DERIVATIVE LIABILITY - Schedule of Change in Fair Value of Derivative Liability Included in Income Statement | Years Ended December 31, 2021 2020 Addition of new derivatives recognized as loss on derivatives $ — $ 1,040,636 Revaluation of derivative liabilities ( 317,080 ) ( 1,296,250 ) (Gain) on change in fair value of the derivative $ ( 317,080 ) $ ( 255,614 ) |
NOTE 12 _ PROVISION FOR INCOM_2
NOTE 12 – PROVISION FOR INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
NOTE 12 - PROVISION FOR INCOME TAXES - Deferred Tax Assets and Reconciliation of Income Taxes | December 31, December 31, 2021 2020 Net Operating loss carryforward $ 12,332,310 $ 8,601,999 Effective tax rate 21 % 21 % Deferred tax asset 2,589,785 1,806,420 Foreign taxes (7,242 ) (5,112 ) Less: valuation allowance (2,136,141 ) (1,341,272 ) Net deferred tax asset $ 446,402 $ 460,036 |
NOTE 1 -ORGANIZATION AND DESC_2
NOTE 1 -ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |
May 13, 2022 | Jun. 01, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||||
Entity Incorporation, State or Country Code | NV | NV | ||
Entity Incorporation, Date of Incorporation | Jun. 24, 2011 | Jun. 24, 2011 | ||
Whisl Telecom L L C [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Noncash or Part Noncash Acquisition, Interest Acquired | 51% | |||
Smartbiz Telecom L L C [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Noncash or Part Noncash Acquisition, Interest Acquired | 51% |
NOTE 2 -SUMMARY OF SIGNIFICAN_3
NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Allowance for Loan and Lease Loss, Recovery of Bad Debts | $ 0 | $ 137,749 | ||
Computer Equipment [Member] | ||||
Finite-Lived Intangible Asset, Useful Life | 3 years | |||
Telecommunications [Member] | ||||
Finite-Lived Intangible Asset, Useful Life | 5 years | |||
Computer Software, Intangible Asset [Member] | ||||
Finite-Lived Intangible Asset, Useful Life | 5 years | |||
Eight Customers [Member] | ||||
Concentration Risk, Percentage | 87% | |||
Five Customers [Member] | ||||
Concentration Risk, Percentage | 87% | |||
Seven Customers [Member] | ||||
Concentration Risk, Percentage | 88% | |||
Six Customers [Member] | ||||
Concentration Risk, Percentage | 70% | |||
No Bad Debt Risk Customers [Member] | ||||
Concentration Risk, Percentage | 68% |
NOTE 4 - ACQUISITIONS - Whisl C
NOTE 4 - ACQUISITIONS - Whisl Consideration (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 01, 2022 | Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2020 | May 13, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | |||||||
Business Acquisition, Transaction Costs | $ 325,000 | $ 325,000 | |||||
Stock Issued During Period, Value, Acquisitions | $ 325,000 | $ 325,000 | $ 50,000 | ||||
Whisl Telecom L L C [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business Acquisition, Transaction Costs | $ 1,000,000 | ||||||
Business Combination, Contingent Consideration, Liability | 250,000 | ||||||
Stock Issued During Period, Shares, Acquisitions | 1,461,653 | ||||||
Stock Issued During Period, Value, Acquisitions | $ 550,000 | ||||||
Acquisition Costs, Cumulative | $ 1,800,000 | ||||||
Smartbiz Telecom L L C [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business Acquisition, Transaction Costs | $ 725,000 | ||||||
Business Combination, Contingent Consideration, Liability | $ 75,000 | ||||||
Stock Issued During Period, Shares, Acquisitions | 2,850,330 | 500,000 | |||||
Stock Issued During Period, Value, Acquisitions | $ 1,000,000 | $ 325,000 | |||||
Acquisition Costs, Cumulative | $ 1,800,000 |
NOTE 4 - ACQUISITIONS - Smartbi
NOTE 4 - ACQUISITIONS - Smartbiz Consideration (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 01, 2022 | Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||||||
Business Acquisition, Transaction Costs | $ 325,000 | $ 325,000 | ||||
Stock Issued During Period, Value, Acquisitions | $ 325,000 | $ 325,000 | $ 50,000 | |||
Smartbiz Telecom L L C [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business Acquisition, Transaction Costs | $ 725,000 | |||||
Business Combination, Contingent Consideration, Liability | $ 75,000 | |||||
Stock Issued During Period, Shares, Acquisitions | 2,850,330 | 500,000 | ||||
Stock Issued During Period, Value, Acquisitions | $ 1,000,000 | $ 325,000 | ||||
Acquisition Costs, Cumulative | $ 1,800,000 |
NOTE 4 - ACQUISITIONS - Whisl A
NOTE 4 - ACQUISITIONS - Whisl Assets and Liabilities Acquired (Details) - USD ($) | May 13, 2022 | Apr. 15, 2020 |
Business Acquisition [Line Items] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 135,781 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable | (100) | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | (100) | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 98,218 | |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest | $ 94,366 | |
Whisl Telecom L L C [Member] | ||
Business Acquisition [Line Items] | ||
Acquisition Costs, Cumulative | $ 1,800,000 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 141,113 | |
Business Combination, Acquired Receivable, Fair Value | 109,762 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | 250,875 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable | 241,426 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities | 2,075 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 243,501 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 7,374 | |
Business Combination, Acquisition of Less than 100 Percent, Noncontrolling Interest, Fair Value | 3,613 | |
Business Combination, Assets and Liabilities Arising from Contingencies, Amount Recognized, Net | 3,761 | |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest | $ 1,796,239 |
NOTE 4 - ACQUISITIONS - Smart_2
NOTE 4 - ACQUISITIONS - Smartbiz Assets and Liabilities Acquired (Details) - USD ($) | Jun. 01, 2022 | Apr. 15, 2020 |
Business Acquisition [Line Items] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 135,781 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable | (100) | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | (100) | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 98,218 | |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest | $ 94,366 | |
Smartbiz Telecom L L C [Member] | ||
Business Acquisition [Line Items] | ||
Acquisition Costs, Cumulative | $ 1,800,000 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 19,755 | |
Business Combination, Acquired Receivable, Fair Value | 789,515 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | 809,270 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable | 807,265 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities | 76,839 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 884,104 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 74,834 | |
Business Combination, Acquisition of Less than 100 Percent, Noncontrolling Interest, Fair Value | 36,669 | |
Business Combination, Assets and Liabilities Arising from Contingencies, Amount Recognized, Net | 38,165 | |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest | $ 1,838,165 |
NOTE 4 - ACQUISITIONS - Unaudi
NOTE 4 - ACQUISITIONS - Unaudited Pro Forma Results of Operations (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||||||||||
Revenues | $ 23,699,716 | $ 64,702,018 | $ 16,128,367 | $ 44,910,006 | $ 43,119,027 | $ 30,325,978 | $ 64,702,018 | $ 44,910,006 | ||
Cost of revenues | 22,853,442 | 63,168,303 | 16,083,802 | 43,947,654 | 41,788,693 | 29,794,043 | 63,168,303 | 43,947,654 | ||
Gross profit | 846,274 | 1,533,715 | 44,565 | 962,352 | 1,330,334 | 531,935 | 1,533,715 | 962,352 | ||
Operating expenses | ||||||||||
Operating loss | (298,178) | (2,983,916) | (1,164,602) | (3,212,015) | (803,616) | (2,175,343) | (2,983,916) | (3,212,015) | ||
Other expense | 12,721 | $ (880,085) | 42,230 | $ (3,487,315) | (6,572) | (825,518) | (880,085) | (3,487,315) | ||
Net loss attributed to stockholders of iQSTEL Inc. | $ (351,180) | $ (554,970) | $ (987,376) | $ (1,942,391) | (906,150) | (2,929,767) | $ (3,837,773) | $ (6,573,891) | ||
Pro Forma Acquisitions [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Revenues | 47,228,496 | 38,791,210 | ||||||||
Cost of revenues | 46,061,883 | 37,528,152 | ||||||||
Gross profit | 1,166,613 | 1,263,058 | ||||||||
Operating expenses | ||||||||||
Operating loss | (1,899,766) | (2,064,652) | ||||||||
Other expense | (6,572) | (825,518) | ||||||||
Net loss attributed to stockholders of iQSTEL Inc. | $ (1,906,338) | $ (2,890,170) |
NOTE 4 _ ACQUISITIONS (Details
NOTE 4 – ACQUISITIONS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
May 13, 2022 | Jun. 01, 2022 | Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||||||
Stock Issued During Period, Value, Acquisitions | $ 325,000 | $ 325,000 | $ 50,000 | |||
Whisl Telecom L L C [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Noncash or Part Noncash Acquisition, Interest Acquired | 51% | |||||
Acquisition Costs, Cumulative | $ 1,800,000 | |||||
Acquisition Costs, Period Cost | $ 1,250,000 | |||||
Stock Issued During Period, Value, Acquisitions | $ 550,000 | |||||
Stock Issued During Period, Shares, Acquisitions | 1,461,653 | |||||
Smartbiz Telecom L L C [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Noncash or Part Noncash Acquisition, Interest Acquired | 51% | |||||
Acquisition Costs, Cumulative | $ 1,800,000 | |||||
Acquisition Costs, Period Cost | 800,000 | |||||
Stock Issued During Period, Value, Acquisitions | $ 1,000,000 | $ 325,000 | ||||
Stock Issued During Period, Shares, Acquisitions | 2,850,330 | 500,000 |
NOTE 4 - PROPERTY AND EQUIPMENT
NOTE 4 - PROPERTY AND EQUIPMENT - Schedule of Propery Plant and Equipment (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 982,242 | $ 985,801 | |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | 595,535 | 576,419 | $ 486,190 |
Property, Plant and Equipment, Net | 386,707 | 409,382 | 350,530 |
Technology Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 290,660 | 258,871 | 259,000 |
Software Development [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 593,497 | 618,125 | 530,514 |
Other Machinery and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 98,085 | 108,805 | 47,206 |
Total [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 985,801 | $ 836,720 |
NOTE 5 _ PROPERTY AND EQUIPME_3
NOTE 5 – PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation, Depletion and Amortization, Nonproduction | $ 62,371 | $ 42,421 | $ 91,474 | $ 68,602 |
NOTE 5 - LOANS PAYABLE - Schedu
NOTE 5 - LOANS PAYABLE - Schedule of Loans Payable (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Short-Term Debt [Line Items] | |||
Long-Term Debt, Gross | $ 201,025 | $ 442,151 | $ 1,622,669 |
Debt Instrument, Unamortized Discount | 7,406 | 19,221 | |
Long-Term Debt | 201,025 | 434,745 | 1,603,448 |
Long-Term Debt, Current Maturities | 96,185 | 315,450 | 1,332,612 |
Long-Term Debt, Excluding Current Maturities | 104,840 | 119,295 | 270,836 |
Bridge Loan [Member] | |||
Short-Term Debt [Line Items] | |||
Long-Term Debt, Gross | $ 222,222 | ||
Debt Instrument, Payment Terms | Note was issued on November 1, 2020 and due on January 30, 2022 | Note was issued on November 1, 2021 and due on January 30, 2022 | |
Debt Instrument, Interest Rate, Stated Percentage | 18% | 18% | |
Martus [Member] | |||
Short-Term Debt [Line Items] | |||
Long-Term Debt, Gross | $ 96,185 | $ 100,634 | 108,609 |
Debt Instrument, Payment Terms | Note was issued on October 23, 2018 and due on January 3, 2023 | Note was issued on October 23, 2018 and due on January 3, 2022 | |
Debt Instrument, Interest Rate, Stated Percentage | 5% | 5% | |
Swisspeers Ag [Member] | |||
Short-Term Debt [Line Items] | |||
Long-Term Debt, Gross | $ 9,605 | 49,187 | |
Debt Instrument, Payment Terms | Note was issued on April 8, 2019 and due on October 4, 2022 | Note was issued on April 8, 2019 and due on October 4, 2022 | |
Debt Instrument, Interest Rate, Stated Percentage | 7% | 7% | |
Darlene Covi 19 [Member] | |||
Short-Term Debt [Line Items] | |||
Long-Term Debt, Gross | $ 104,840 | $ 109,690 | $ 113,040 |
Debt Instrument, Payment Terms | Note was issued on April 1, 2020 and due on March 31, 2025 | Note was issued on April 1, 2020 and due on March 31, 2025 | |
Debt Instrument, Interest Rate, Stated Percentage | 0% | 0% | |
Loans Payable One [Member] | |||
Short-Term Debt [Line Items] | |||
Debt Instrument, Unamortized Discount | $ 7,406 |
NOTE 5 - LOANS PAYABLE - Sche_2
NOTE 5 - LOANS PAYABLE - Schedule of Loans Payable to Related Parties (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Short-Term Debt [Line Items] | |||
Loans Payable | $ 228,727 | $ 239,308 | $ 2,054,379 |
Loans Payable, Current | 228,727 | 239,308 | 2,054,379 |
Loans Payable, Noncurrent | |||
N 49 Of Shareholder Of Swisslink 1 [Member] | |||
Short-Term Debt [Line Items] | |||
Loans Payable | $ 19,047 | 19,929 | 1,737,512 |
Debt Instrument, Interest Rate, Stated Percentage | 0% | ||
N 49 Of Shareholder Of Swisslink 2 [Member] | |||
Short-Term Debt [Line Items] | |||
Loans Payable | $ 209,680 | $ 219,379 | $ 226,080 |
Debt Instrument, Interest Rate, Stated Percentage | 5% |
NOTE 6 _LOANS PAYABLE (Details
NOTE 6 –LOANS PAYABLE (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Third Party Loans [Member] | ||||
Short-Term Debt [Line Items] | ||||
Increase (Decrease) in Other Loans | $ 0 | $ 444,444 | $ 600,000 | $ 1,239,620 |
Financing Receivable, Unamortized Loan Cost (Fee) and Purchase Premium (Discount) | 0 | 44,444 | 66,666 | 63,970 |
Payments for Loans | 232,018 | 321,609 | 344,483 | 969,664 |
Loans Payable [Member] | ||||
Short-Term Debt [Line Items] | ||||
Interest Expense | 18,724 | 172,701 | 191,281 | 77,101 |
Amortization of Debt Discount (Premium) | $ 7,407 | $ 63,666 | 78,481 | $ 44,749 |
Interest Expense, Other Long-Term Debt | 33,430 | |||
Interest Expense, Subordinated Notes and Debentures | $ 372,290 |
NOTE - 7 OTHER CURRENT LIABILI
NOTE - 7 OTHER CURRENT LIABILITIES - Schedule of Other CurrentLiabilities (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Other Liabilities Disclosure [Abstract] | |||
Accrued liabilities | $ 40,929 | $ 61,153 | $ 6,789 |
Payable for acquisition of subsidiaries | 325,000 | ||
Accrued interest | 8,173 | 170,960 | |
Salary payable - management | 80,730 | 92,229 | 22,300 |
Salary payable | 2,799 | ||
Employee benefits | 106,516 | 105,221 | 181,231 |
Other current liabilities | 102,157 | 40,273 | |
Other Liabilities, Current | $ 658,131 | $ 307,049 | $ 413,676 |
NOTE 8 _ STOCKHOLDERS_ EQUITY (
NOTE 8 – STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
Jan. 07, 2021 | Nov. 11, 2020 | Nov. 03, 2020 | Jun. 01, 2022 | Apr. 25, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
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 | |||||||||||
Preferred Stock, Shares Authorized | 1,200,000 | 1,200,000 | |||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |||||||||||
Preferred Stock, Shares Issued | 21,000 | 0 | |||||||||||
Stock Issued During Period, Shares, New Issues | 2,000,000 | 51,638,526 | 100,224,841 | ||||||||||
Stock Issued During Period, Value, New Issues | $ 1,000,000 | $ 3,586,250 | $ 1,000,000 | $ 6,436,250 | $ 1,915,005 | ||||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 120,000 | ||||||||||||
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture | $ 30,490 | $ 41,139 | $ 412,200 | $ 564,000 | $ 71,629 | $ 1,037,568 | |||||||
Stock Issued During Period, Value, Acquisitions | $ 325,000 | $ 325,000 | $ 50,000 | ||||||||||
Common Stock, Shares, Outstanding | 151,559,011 | 151,559,011 | 147,477,358 | 118,133,432 | |||||||||
[custom:ProceedsFromIssuanceOfCommonStockPurchaseOptions] | $ 500,000 | ||||||||||||
Whisl Telecom L L C [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Stock Issued During Period, Shares, Acquisitions | 1,461,653 | ||||||||||||
Stock Issued During Period, Value, Acquisitions | $ 550,000 | ||||||||||||
Smartbiz Telecom L L C [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Stock Issued During Period, Shares, Acquisitions | 2,850,330 | 500,000 | |||||||||||
Stock Issued During Period, Value, Acquisitions | $ 1,000,000 | $ 325,000 | |||||||||||
Preferred Class A [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Preferred Stock, Shares Authorized | 10,000 | 10,000 | 10,000 | ||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||
Preferred Stock, Shares Outstanding | 10,000 | 10,000 | 10,000 | 10,000 | |||||||||
Preferred Class B [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Preferred Stock, Shares Authorized | 200,000 | 200,000 | 200,000 | ||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||
Preferred Stock, Shares Outstanding | 21,000 | 21,000 | 21,000 | 0 | |||||||||
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 Outstanding | 0 | 0 | 0 | 0 | |||||||||
Preferred Stock, Shares Issued | 0 | 0 | 0 | ||||||||||
Preferred Stock [Member] | Series A Preferred Stock [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Preferred Stock, Voting Rights | On November 3, 2020, pursuant to Article III of our Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock entitled Series A Preferred Stock, consisting of up | 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 | |||||||||||
Stock Issued During Period, Shares, New Issues | |||||||||||||
Stock Issued During Period, Value, New Issues | |||||||||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | |||||||||||||
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture | |||||||||||||
Stock Issued During Period, Shares, Acquisitions | |||||||||||||
Stock Issued During Period, Value, Acquisitions | |||||||||||||
Preferred Stock [Member] | Series B Preferred Stock [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Preferred Stock, Voting Rights | On November 11, 2020, pursuant to Article III of our Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock entitled Series B Preferred Stock, consisting of up | 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 | |||||||||||
Stock Issued During Period, Shares, New Issues | |||||||||||||
Stock Issued During Period, Value, New Issues | |||||||||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | |||||||||||||
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture | |||||||||||||
Stock Issued During Period, Shares, Acquisitions | |||||||||||||
Stock Issued During Period, Value, Acquisitions | |||||||||||||
Preferred Stock [Member] | Series C Preferred Stock [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Preferred Stock, Voting Rights | On January 7, 2021, pursuant to Article III of our Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock entitled Series C Preferred Stock, consisting of up | ||||||||||||
Total Issued In Period [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Stock Issued During Period, Shares, New Issues | 4,081,653 | ||||||||||||
Apollo Management Group Inc [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Common Stock, Shares Subscribed but Unissued | 4,800,000 | ||||||||||||
Option Indexed to Issuer's Equity, Strike Price | $ 2 |
NOTE 9 - RELATED PARTY TRANSA_2
NOTE 9 - RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transactions [Abstract] | ||||
Payments for Advance to Affiliate | $ 1,000 | $ 24,220 | ||
Proceeds from Related Party Debt | 100 | 200 | $ 20,182 | |
Due from Related Parties | 375,955 | 424,086 | 221,790 | |
[custom:RepaymentsOfRelatedPartyDebt2] | 0 | |||
Repayments of Related Party Debt | 60,787 | 90,787 | 20,197 | |
Due to Related Parties, Current | 26,613 | $ 26,613 | $ 94,616 | |
Management Fee Expense | 270,000 | 270,000 | ||
Increase (Decrease) in Employee Related Liabilities | 0 | 976,200 | ||
Payments to Employees | $ 281,000 | $ 301,300 |
NOTE 10 _ COMMITMENTS AND CON_2
NOTE 10 – COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Lessee, Operating Lease, Term of Contract | 12 months | 12 months | ||
Operating Lease, Expense | $ 38,645 | $ 24,223 | $ 37,823 | $ 18,400 |
NOTE 11 - SEGMENT - Schedule of
NOTE 11 - SEGMENT - Schedule of Operating Activities by Geographic Segment (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | ||||||||
Revenues | $ 23,699,716 | $ 64,702,018 | $ 16,128,367 | $ 44,910,006 | $ 43,119,027 | $ 30,325,978 | $ 64,702,018 | $ 44,910,006 |
Cost of revenue | 22,853,442 | 63,168,303 | 16,083,802 | 43,947,654 | 41,788,693 | 29,794,043 | 63,168,303 | 43,947,654 |
Gross profit | 846,274 | 1,533,715 | 44,565 | 962,352 | 1,330,334 | 531,935 | 1,533,715 | 962,352 |
Operating expenses | ||||||||
General and administration | 1,144,452 | 4,517,631 | 1,209,167 | 4,174,367 | 2,133,950 | 2,707,278 | 4,517,631 | 4,174,367 |
Operating loss | (298,178) | (2,983,916) | (1,164,602) | (3,212,015) | (803,616) | (2,175,343) | (2,983,916) | (3,212,015) |
Other income (expense) | 12,721 | (880,085) | 42,230 | (3,487,315) | (6,572) | (825,518) | (880,085) | (3,487,315) |
Net loss | (285,457) | (3,864,001) | (1,122,372) | (6,699,330) | (810,188) | (3,000,861) | (3,864,001) | (6,699,482) |
Assets | ||||||||
Current assets | 6,818,441 | 6,566,524 | 3,581,584 | 6,818,441 | 6,566,524 | 3,581,584 | ||
Non-current assets | 6,085,109 | 2,493,118 | 2,370,183 | 6,085,109 | 2,493,118 | 2,370,183 | ||
Liabilities | ||||||||
Current liabilities | 3,607,416 | 2,363,015 | 7,911,939 | 3,607,416 | 2,363,015 | 7,911,939 | ||
Non-current liabilities | 254,358 | 275,729 | 434,864 | 254,358 | 275,729 | 434,864 | ||
U S A [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenues | 23,059,647 | 60,112,852 | 14,990,382 | 39,495,542 | 41,534,760 | 28,057,392 | ||
Cost of revenue | 22,418,046 | 59,274,781 | 15,074,899 | 39,308,347 | 40,611,998 | 27,780,959 | ||
Gross profit | 641,601 | 838,071 | (84,517) | 187,195 | 922,762 | 276,433 | ||
Operating expenses | ||||||||
General and administration | 921,793 | 3,733,579 | 1,022,625 | 3,359,237 | 1,703,093 | 2,338,741 | ||
Operating loss | (280,192) | (2,895,508) | (1,107,142) | (3,172,042) | (780,331) | (2,062,308) | ||
Other income (expense) | 13,314 | (897,507) | 47,030 | (3,356,881) | (16,527) | (840,841) | ||
Net loss | (266,878) | (3,793,015) | (1,060,112) | (6,528,923) | (796,858) | (2,903,149) | ||
Assets | ||||||||
Current assets | 6,117,363 | 5,783,859 | 3,245,725 | 6,117,363 | 5,783,859 | 3,245,725 | ||
Non-current assets | 11,673,710 | 4,468,491 | 3,478,147 | 11,673,710 | 4,468,491 | 3,478,147 | ||
Liabilities | ||||||||
Current liabilities | 2,384,494 | 1,070,972 | 5,630,060 | 2,384,494 | 1,070,972 | 5,630,060 | ||
Non-current liabilities | 2,816 | 2,816 | ||||||
Switzerland [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenues | 1,236,823 | 4,681,978 | 1,149,183 | 5,432,022 | 2,262,903 | 2,284,985 | ||
Cost of revenue | 1,032,150 | 3,986,334 | 1,020,101 | 4,656,865 | 1,855,331 | 2,029,483 | ||
Gross profit | 204,673 | 695,644 | 129,082 | 775,157 | 407,572 | 255,502 | ||
Operating expenses | ||||||||
General and administration | 222,659 | 784,052 | 186,542 | 815,130 | 430,857 | 368,537 | ||
Operating loss | (17,986) | (88,408) | (57,460) | (39,973) | (23,285) | (113,035) | ||
Other income (expense) | (593) | 17,422 | (4,800) | (130,434) | 9,955 | 15,323 | ||
Net loss | (18,579) | (70,986) | (62,260) | (170,407) | (13,330) | (97,712) | ||
Assets | ||||||||
Current assets | 923,941 | 997,216 | 1,225,399 | 923,941 | 997,216 | 1,225,399 | ||
Non-current assets | 595,961 | 609,189 | 561,551 | 595,961 | 609,189 | 561,551 | ||
Liabilities | ||||||||
Current liabilities | 1,445,785 | 1,506,594 | 3,171,419 | 1,445,785 | 1,506,594 | 3,171,419 | ||
Non-current liabilities | 254,358 | 275,729 | 432,048 | 254,358 | 275,729 | 432,048 | ||
Elimination [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenues | (596,754) | (92,812) | (11,198) | (17,558) | (678,636) | (16,399) | ||
Cost of revenue | (596,754) | (92,812) | (11,198) | (17,558) | (678,636) | (16,399) | ||
Gross profit | ||||||||
Operating expenses | ||||||||
General and administration | ||||||||
Operating loss | ||||||||
Other income (expense) | ||||||||
Net loss | ||||||||
Assets | ||||||||
Current assets | (222,863) | (214,551) | (889,540) | (222,863) | (214,551) | (889,540) | ||
Non-current assets | (6,184,562) | (2,584,562) | (1,669,515) | (6,184,562) | (2,584,562) | (1,669,515) | ||
Liabilities | ||||||||
Current liabilities | (222,863) | (214,551) | (889,540) | (222,863) | (214,551) | (889,540) | ||
Non-current liabilities |
NOTE 2 -SUMMARY OF SIGNIFICAN_4
NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Foreign Currency Adjustments (Details) | Dec. 31, 2021 | Dec. 31, 2020 |
Other Liabilities Disclosure [Abstract] | ||
Spot CHF: USD exchange rate | 1.0974 | 1.1304 |
Average CHF: USD exchange rate | 1.0969 | 1.0662 |
NOTE 4 - ACQUISITION - Schedule
NOTE 4 - ACQUISITION - Schedule of Assets Acquired and Liabilities Assumed (Details) - USD ($) | 1 Months Ended | |||
Apr. 15, 2020 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Business Combination and Asset Acquisition [Abstract] | ||||
Business Acquisitions, Purchase Price Allocation, Year of Acquisition, Net Effect on Income | $ 180,000 | |||
Cash | 135,781 | |||
Other current assets | 953 | |||
Property and equipment | 34,075 | |||
Intangible asset | 21,875 | |||
Total identifiable assets | 192,684 | |||
Accounts payable | (100) | |||
Total liabilities assumed | (100) | |||
Net assets | 192,584 | |||
Non-controlling interest | 94,366 | |||
Total net assets | 98,218 | |||
Goodwill | $ 81,782 | $ 5,172,146 | $ 1,537,742 | $ 1,537,742 |
NOTE 4 - ACQUISITIONS - Schedul
NOTE 4 - ACQUISITIONS - Schedule of Combnined Pro Forma Results of Operations (Details) | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Business Combination and Asset Acquisition [Abstract] | |
Revenues | $ 55,784,168 |
Cost of revenues | 54,631,017 |
Gross profit | 1,153,151 |
Operating expenses | 4,224,903 |
Operating loss | (3,071,752) |
Other expense | (3,487,315) |
Net Loss | $ (6,559,067) |
NOTE 4 - ACQUISITION (Details N
NOTE 4 - ACQUISITION (Details Narrative) | 1 Months Ended |
Apr. 15, 2020 USD ($) | |
Business Combination and Asset Acquisition [Abstract] | |
Business Acquisition, Percentage of Voting Interests Acquired | 51% |
Business Acquisitions, Purchase Price Allocation, Year of Acquisition, Net Effect on Income | $ 180,000 |
NOTE 5 - PREPAID AND OTHER CURR
NOTE 5 - PREPAID AND OTHER CURRENT ASSETS - Schedule of Prepaid and Other Current Assets (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Subscription receivable | $ 100,000 | |
Other receivable | 143,187 | 77,557 |
Prepaid expenses | 23,320 | |
Tax receivable | 603 | 600 |
Total prepaid and other current assets | $ 267,110 | $ 78,157 |
NOTE 6 _ PROPERTY AND EQUIPME_3
NOTE 6 – PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation, Depletion and Amortization, Nonproduction | $ 62,371 | $ 42,421 | $ 91,474 | $ 68,602 |
NOTE 7 - LOANS PAYABLE - Schedu
NOTE 7 - LOANS PAYABLE - Schedule of Loans Payable (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Short-Term Debt [Line Items] | |||
Long-Term Debt, Gross | $ 201,025 | $ 442,151 | $ 1,622,669 |
Debt Instrument, Unamortized Discount | 7,406 | 19,221 | |
Long-Term Debt | 201,025 | 434,745 | 1,603,448 |
Long-Term Debt, Current Maturities | 96,185 | 315,450 | 1,332,612 |
Long-Term Debt, Excluding Current Maturities | 104,840 | 119,295 | 270,836 |
Unique Funding Solutions 2 [Member] | |||
Short-Term Debt [Line Items] | |||
Long-Term Debt, Gross | 2,000 | ||
Debt Instrument, Payment Terms | Note was issued on October 12, 2018 and due on January 17, 2019 | ||
Debt Instrument, Interest Rate, Stated Percentage | 28.60% | ||
Yes Lender Llc [Member] | |||
Short-Term Debt [Line Items] | |||
Long-Term Debt, Gross | 5,403 | ||
Debt Instrument, Payment Terms | Note was issued on August 3, 2020 and due on January 12, 2021 | ||
Debt Instrument, Interest Rate, Stated Percentage | 26% | ||
Advance Service Group [Member] | |||
Short-Term Debt [Line Items] | |||
Long-Term Debt, Gross | 12,143 | ||
Debt Instrument, Payment Terms | Note was issued on October 20, 2020, and due on February 19, 2021 | ||
Debt Instrument, Interest Rate, Stated Percentage | 29% | ||
Apollo Management Group Inc [Member] | |||
Short-Term Debt [Line Items] | |||
Long-Term Debt, Gross | 63,158 | ||
Debt Instrument, Payment Terms | Note was issued on March 18, 2020 and due on December 15, 2020 | ||
Debt Instrument, Interest Rate, Stated Percentage | 12% | ||
Apollo Management Group Inc 2 [Member] | |||
Short-Term Debt [Line Items] | |||
Long-Term Debt, Gross | 68,421 | ||
Debt Instrument, Payment Terms | Note was issued on March 25, 2020 and due on December 15, 2020 | ||
Debt Instrument, Interest Rate, Stated Percentage | 12% | ||
Apollo Management Group Inc 3 [Member] | |||
Short-Term Debt [Line Items] | |||
Long-Term Debt, Gross | 66,316 | ||
Debt Instrument, Payment Terms | Note was issued on April 1, 2020 and due on October 1, 2021 | ||
Debt Instrument, Interest Rate, Stated Percentage | 12% | ||
Apollo Management Group Inc 4 [Member] | |||
Short-Term Debt [Line Items] | |||
Long-Term Debt, Gross | 73,684 | ||
Debt Instrument, Payment Terms | Note was issued on April 2, 2020 and due on October 2, 2021 | ||
Debt Instrument, Interest Rate, Stated Percentage | 12% | ||
Apollo Management Group Inc 5 [Member] | |||
Short-Term Debt [Line Items] | |||
Long-Term Debt, Gross | 36,842 | ||
Debt Instrument, Payment Terms | Note was issued on April 7, 2020 and due on October 7, 2021 | ||
Debt Instrument, Interest Rate, Stated Percentage | 12% | ||
Apollo Management Group Inc 6 [Member] | |||
Short-Term Debt [Line Items] | |||
Long-Term Debt, Gross | 84,211 | ||
Debt Instrument, Payment Terms | Note was issued on April 15, 2020 and due on October 15, 2021 | ||
Debt Instrument, Interest Rate, Stated Percentage | 12% | ||
Apollo Management Group Inc 7 [Member] | |||
Short-Term Debt [Line Items] | |||
Long-Term Debt, Gross | 55,000 | ||
Debt Instrument, Payment Terms | Note was issued on April 20, 2020 and due on December 15, 2020 | ||
Debt Instrument, Interest Rate, Stated Percentage | 12% | ||
Apollo Management Group Inc 14 [Member] | |||
Short-Term Debt [Line Items] | |||
Long-Term Debt, Gross | 32,432 | ||
Debt Instrument, Payment Terms | Note was issued on December 4, 2020 and due on January 4, 2021 | ||
Debt Instrument, Interest Rate, Stated Percentage | 12% | ||
Labrys Fund [Member] | |||
Short-Term Debt [Line Items] | |||
Long-Term Debt, Gross | 280,000 | ||
Debt Instrument, Payment Terms | Note was issued on June 26, 2020 and due on April 1, 2021 | ||
Debt Instrument, Interest Rate, Stated Percentage | 12% | ||
M 2b Funding Corp [Member] | |||
Short-Term Debt [Line Items] | |||
Long-Term Debt, Gross | 300,000 | ||
Debt Instrument, Payment Terms | Note was issued on September 1, 2020 and due on September 1, 2021 | ||
Debt Instrument, Interest Rate, Stated Percentage | 12% | ||
M 2b Funding Corp 1 [Member] | |||
Short-Term Debt [Line Items] | |||
Long-Term Debt, Gross | 77,778 | ||
Debt Instrument, Payment Terms | Note was issued on December 10, 2020 and due on January 9, 2021 | ||
Debt Instrument, Interest Rate, Stated Percentage | 22% | ||
M 2b Funding Corp 2 [Member] | |||
Short-Term Debt [Line Items] | |||
Long-Term Debt, Gross | 27,778 | ||
Debt Instrument, Payment Terms | Note was issued on December 18, 2020 and due on January 17, 2021 | ||
Debt Instrument, Interest Rate, Stated Percentage | 22% | ||
M 2b Funding Corp 3 [Member] | |||
Short-Term Debt [Line Items] | |||
Long-Term Debt, Gross | 55,556 | ||
Debt Instrument, Payment Terms | Note was issued on December 24, 2020 and due on January 23, 2021 | ||
Debt Instrument, Interest Rate, Stated Percentage | 22% | ||
M 2b Funding Corp 4 [Member] | |||
Short-Term Debt [Line Items] | |||
Long-Term Debt, Gross | 111,111 | ||
Debt Instrument, Payment Terms | Note was issued on December 30, 2020 and due on January 29, 2021 | ||
Debt Instrument, Interest Rate, Stated Percentage | 22% | ||
Bridge Loan [Member] | |||
Short-Term Debt [Line Items] | |||
Long-Term Debt, Gross | $ 222,222 | ||
Debt Instrument, Payment Terms | Note was issued on November 1, 2020 and due on January 30, 2022 | Note was issued on November 1, 2021 and due on January 30, 2022 | |
Debt Instrument, Interest Rate, Stated Percentage | 18% | 18% | |
Martus [Member] | |||
Short-Term Debt [Line Items] | |||
Long-Term Debt, Gross | $ 96,185 | $ 100,634 | 108,609 |
Debt Instrument, Payment Terms | Note was issued on October 23, 2018 and due on January 3, 2023 | Note was issued on October 23, 2018 and due on January 3, 2022 | |
Debt Instrument, Interest Rate, Stated Percentage | 5% | 5% | |
Swisspeers Ag [Member] | |||
Short-Term Debt [Line Items] | |||
Long-Term Debt, Gross | $ 9,605 | 49,187 | |
Debt Instrument, Payment Terms | Note was issued on April 8, 2019 and due on October 4, 2022 | Note was issued on April 8, 2019 and due on October 4, 2022 | |
Debt Instrument, Interest Rate, Stated Percentage | 7% | 7% | |
Darlene Covi 19 [Member] | |||
Short-Term Debt [Line Items] | |||
Long-Term Debt, Gross | $ 104,840 | $ 109,690 | 113,040 |
Debt Instrument, Payment Terms | Note was issued on April 1, 2020 and due on March 31, 2025 | Note was issued on April 1, 2020 and due on March 31, 2025 | |
Debt Instrument, Interest Rate, Stated Percentage | 0% | 0% | |
Loan Payable [Member] | |||
Short-Term Debt [Line Items] | |||
Debt Instrument, Unamortized Discount | $ 7,406 | $ 19,221 |
NOTE 7 - LOANS PAYABLE - Sche_2
NOTE 7 - LOANS PAYABLE - Schedule of Loans Payable to Related Parties (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Short-Term Debt [Line Items] | |||
Loans Payable | $ 228,727 | $ 239,308 | $ 2,054,379 |
Loans Payable, Current | 228,727 | 239,308 | 2,054,379 |
Loans Payable, Noncurrent | |||
Alonso Van Der Biest [Member] | |||
Short-Term Debt [Line Items] | |||
Loans Payable | 80,200 | ||
Alvaro Quintana [Member] | |||
Short-Term Debt [Line Items] | |||
Loans Payable | 10,587 | ||
N 49 Of Shareholder Of Swisslink 1 [Member] | |||
Short-Term Debt [Line Items] | |||
Loans Payable | 19,047 | 19,929 | 1,737,512 |
N 49 Of Shareholder Of Swisslink 2 [Member] | |||
Short-Term Debt [Line Items] | |||
Loans Payable | $ 209,680 | $ 219,379 | $ 226,080 |
NOTE 7 _LOANS PAYABLE (Details
NOTE 7 –LOANS PAYABLE (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Short-Term Debt [Line Items] | ||||
[custom:RelatedPartyDebtToEquitySwapValue] | $ 1,647,150 | |||
Loans Payable | $ 228,727 | 239,308 | 2,054,379 | |
Debtor Reorganization Items, Gain (Loss) on Settlement of Other Claims, Net | 11,069 | |||
Third Party Loans [Member] | ||||
Short-Term Debt [Line Items] | ||||
Increase (Decrease) in Other Loans | 0 | $ 444,444 | 600,000 | 1,239,620 |
Financing Receivable, Unamortized Loan Cost (Fee) and Purchase Premium (Discount) | 0 | 44,444 | 66,666 | 63,970 |
Payments for Loans | 232,018 | 321,609 | 344,483 | 969,664 |
Loans Payable [Member] | ||||
Short-Term Debt [Line Items] | ||||
Interest Expense | 18,724 | 172,701 | 191,281 | 77,101 |
Amortization of Debt Discount (Premium) | $ 7,407 | $ 63,666 | 78,481 | $ 44,749 |
Loan Settlement [Member] | ||||
Short-Term Debt [Line Items] | ||||
Loans Payable | $ 1,516,667 | |||
[custom:CommonStockIssuedForSettlementOfDebtShares] | 2,230,394 | |||
[custom:CommonStockIssuedForSettlementOfDebtValue] | $ 2,056,530 | |||
Debtor Reorganization Items, Gain (Loss) on Settlement of Other Claims, Net | $ 539,863 |
NOTE 8 - OTHER CURRENT LIABILIT
NOTE 8 - OTHER CURRENT LIABILITIES - Other Current Liabilities (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Other Liabilities Disclosure [Abstract] | |||
Accrued liabilities | $ 40,929 | $ 61,153 | $ 6,789 |
Accrued interest | 8,173 | 170,960 | |
Salary payable - management | 92,229 | 28,300 | |
Employee benefits | $ 106,516 | 105,221 | 181,231 |
Other current liabilities | 40,273 | 26,396 | |
Total Other Current Liabilities | $ 307,049 | $ 413,676 |
NOTE 9 - CONVERTIBLE LOANS Sche
NOTE 9 - CONVERTIBLE LOANS Schedule of Convertible Loans (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | |||
Total convertible notes payable | $ 628,660 | ||
Less: Unamortized debt discount | (372,290) | ||
Total convertible notes | 256,370 | ||
Less: current portion of convertible notes | 253,554 | ||
Long-term convertible notes | 2,816 | ||
Promissory Notes Issued In Fiscal Year 2019 With Variable Conversion Features [Member] | |||
Short-Term Debt [Line Items] | |||
Convertible Debt | 5,000 | ||
Promissory Notes Issued In Fiscal Year 2020 With Variable Conversion Features [Member] | |||
Short-Term Debt [Line Items] | |||
Convertible Debt | $ 623,660 | ||
Notes Issued 2019 [Member] | |||
Short-Term Debt [Line Items] | |||
Debt Instrument, Convertible, Terms of Conversion Feature | Conversion prices are typically based on the discounted (25% or 60% discount) lowest trading prices of the Company’s shares during 30 trading day periods prior to conversion. Certain note has a capped conversion price of $0.025. | Conversion prices are typically based on the discounted (39% or 0% discount) lowest trading prices of the Company’s shares during various periods prior to conversion. | |
Notes Issued 2019 [Member] | Minimum [Member] | |||
Short-Term Debt [Line Items] | |||
Debt Instrument, Term | 6 months | ||
Debt Instrument, Interest Rate, Stated Percentage | 8% | ||
Notes Issued 2019 [Member] | Maximum [Member] | |||
Short-Term Debt [Line Items] | |||
Debt Instrument, Term | 3 years | ||
Debt Instrument, Interest Rate, Stated Percentage | 12% | ||
Notes Issued 2020 [Member] | |||
Short-Term Debt [Line Items] | |||
Debt Instrument, Term | 12 months | ||
Notes Issued 2020 [Member] | Minimum [Member] | |||
Short-Term Debt [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 5% | ||
Notes Issued 2020 [Member] | Maximum [Member] | |||
Short-Term Debt [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 12% |
NOTE 9 - CONVERTIBLE LOANS - Su
NOTE 9 - CONVERTIBLE LOANS - Summary of Warrant Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Disclosure [Abstract] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 367,343 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.480 | |
Warrants and Rights Outstanding, Term | 4 years 18 days | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted | 6,500,000 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 0.024 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 6 years | |
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsReset] | 10,813,001 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Nonvested Options Forfeited, Weighted Average Grant Date Fair Value | $ 0.014 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Requisite Service Period | 1 year 11 months 1 day | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Other | 10,597,010 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | $ 0.023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 4 years 2 months 26 days | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Period Increase (Decrease) | 7,083,334 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | $ 0.012 | |
Share-Based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Remaining Contractual Term | 1 year 7 months 20 days |
NOTE 9 - CONVERTIBLE LOANS (Det
NOTE 9 - CONVERTIBLE LOANS (Details Narrative) - USD ($) | 2 Months Ended | 3 Months Ended | 4 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||
Sep. 30, 2020 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 01, 2020 | Jul. 22, 2020 | Jun. 26, 2020 | |
Short-Term Debt [Line Items] | |||||||||||||||
Repayments of Convertible Debt | $ 250,000 | $ 250,000 | $ 942,190 | ||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 422,295 | 422,295 | 1,396,440 | ||||||||||||
[custom:ResolutionOfDerivativeLiabilitiesValue] | $ 708,611 | 708,611 | 5,136,222 | ||||||||||||
Interest Expense, Long-Term Debt | $ 93,656 | ||||||||||||||
Debtor Reorganization Items, Gain (Loss) on Settlement of Other Claims, Net | $ 11,069 | ||||||||||||||
Stock Issued During Period, Shares, New Issues | 2,000,000 | 51,638,526 | 100,224,841 | ||||||||||||
Loans Payable, Noncurrent | |||||||||||||||
Long-Term Debt, Gross | $ 1,622,669 | $ 201,025 | 442,151 | 1,622,669 | |||||||||||
Notes Issued | $ 2,708,771 | $ 2,544,250 | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.480 | ||||||||||||||
Warrants and Rights Outstanding, Term | 4 years 18 days | ||||||||||||||
Derivative, Gain (Loss) on Derivative, Net | $ 2,714,029 | ||||||||||||||
Amortization of Debt Issuance Costs and Discounts | 1,673,393 | ||||||||||||||
Derivative, Loss on Derivative | $ 1,040,636 | ||||||||||||||
Temporary Equity, Contract Terms | The reset feature of warrants associated with the convertible notes was effective at the time that a separate convertible note with lower exercise price was issued. As a result of the reset features for warrants, the warrants increased by 10,813,001 at $0.0014 per share. We accounted for the issuance of the warrants as a liability and recognized the derivative liability. | ||||||||||||||
Common Stock [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 422,295 | $ 1,396,440 | |||||||||||||
[custom:CommonStockIssuedForConversionOfDebtShares] | 6,080,632 | 46,575,378 | |||||||||||||
[custom:ResolutionOfDerivativeLiabilitiesValue] | |||||||||||||||
[custom:DebtConversionConvertedInstrumentAmount2] | $ 1,302,785 | ||||||||||||||
Stock Issued During Period, Shares, New Issues | 2,000,000 | 35,862,500 | 41,562,500 | 23,937,500 | |||||||||||
[custom:CommonStockIssuedForSettlementOfDebtShares] | 2,230,394 | 2,230,394 | 12,818,145 | ||||||||||||
Convertible Loans [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Amortization of Debt Discount (Premium) | $ 33,429 | ||||||||||||||
Interest Expense | $ 487,012 | ||||||||||||||
Debt Instrument, Increase, Accrued Interest | $ 6,027 | 675,771 | |||||||||||||
Conversions One [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
[custom:ResolutionOfDerivativeLiabilitiesValue] | 4,275,728 | ||||||||||||||
Convertible Note Payable One [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Debt Instrument, Increase, Accrued Interest | $ 64,230 | ||||||||||||||
Debtor Reorganization Items, Gain (Loss) on Settlement of Other Claims, Net | $ 24,699 | ||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 503,571 | 225,000 | 200,000 | 650,000 | |||||||||||
Stock Issued During Period, Shares, New Issues | 278,571 | 388,375 | |||||||||||||
Convertible Note Payable Two [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Debt Instrument, Increase, Accrued Interest | $ 986,340 | ||||||||||||||
Debtor Reorganization Items, Gain (Loss) on Settlement of Other Claims, Net | $ 286,340 | ||||||||||||||
Loans Payable, Noncurrent | $ 700,000 | ||||||||||||||
Convertible Note Payable Three [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Debt Instrument, Increase, Accrued Interest | $ 64,363 | ||||||||||||||
Debtor Reorganization Items, Gain (Loss) on Settlement of Other Claims, Net | 9,886 | ||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 650,000 | ||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 20,000 | ||||||||||||||
[custom:CommonStockIssuedForSettlementOfDebtShares] | 1,038,375 | ||||||||||||||
Convertible Note Payable Four [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Debt Instrument, Increase, Accrued Interest | $ 59,771 | ||||||||||||||
Debtor Reorganization Items, Gain (Loss) on Settlement of Other Claims, Net | $ 300,000 | ||||||||||||||
Debt Instrument, Face Amount | $ 1,045,327 | ||||||||||||||
Long-Term Debt, Gross | 985,556 | ||||||||||||||
Convertible Note Payable Five [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Debt Instrument, Face Amount | $ 300,000 | ||||||||||||||
Notes Issued 2019 [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Stock Issued During Period, Shares, New Issues | 661,216 | ||||||||||||||
Warrants and Rights Outstanding | $ 92,000 | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2.5 | ||||||||||||||
Warrants and Rights Outstanding, Term | 3 years | ||||||||||||||
Long-Term Debt, Description | Certain notes allow the Company to redeem the notes at rates ranging from 110% to 150% depending on the redemption date provided that no redemption is allowed after the 180th day. Likewise, the notes include original issue discount and financing costs totaling $278,000 and the Company received cash of $2,266,250. | ||||||||||||||
Notes Issued 2020 [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Long-Term Debt, Description | Notes allow the Company to redeem the notes at a range from 120% to 125% provided that no redemption is allowed after the 180th or 185th day. Likewise, the notes include original issue discount and financing costs totaling $229,444 and the Company received cash of $1,420,000. Certain convertible notes were also provided with a total of 6,500,000 warrants with exercise price ranging from $0.02 to $0.03. |
NOTE - 10 DERIVATIVE LIABILITY
NOTE - 10 DERIVATIVE LIABILITY - Schedule of Fair Value Measurement of Liabilities (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Dividends | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum | 0.07% | 0.05% |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum | 0.09% | 2.56% |
Minimum [Member] | ||
Average Term of Credit Risk Derivatives | 1 month 28 days | 7 days |
Available-for-Sale, Securities in Unrealized Loss Positions, Qualitative Disclosure, Other, Fair Value Volatility, Rate | 145% | 74% |
Maximum [Member] | ||
Average Term of Credit Risk Derivatives | 1 year 2 months 4 days | 6 years |
Available-for-Sale, Securities in Unrealized Loss Positions, Qualitative Disclosure, Other, Fair Value Volatility, Rate | 241% | 550% |
NOTE 10 - DERIVATIVE LIABILITY
NOTE 10 - DERIVATIVE LIABILITY - Fair Value Measurements Using Significant Observable Inputs (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Note 10 Derivative Liability | ||||
Derivative, Fair Value, Net | $ 1,025,691 | $ 4,744,134 | ||
Debtor Reorganization Items, Write-off of Debt Issuance Costs and Debt Discounts | 1,673,393 | |||
Embedded Derivative, Gain (Loss) on Embedded Derivative, Net | 1,040,636 | |||
[custom:ResolutionOfDerivativeLiabilitiesValue] | $ 708,611 | 708,611 | 5,136,222 | |
Debt Securities, Held-to-Maturity, Transfer, Derivative Hedge, Gain (Loss) | $ 317,080 | $ 1,296,250 |
NOTE 10- DERIVATIVE LIABILITY -
NOTE 10- DERIVATIVE LIABILITY - Schedule of Change in Fair Value of Derivative Liability Included in Income Statement (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Note 10 Derivative Liability | ||
Unrealized Gain (Loss) on Derivatives | $ 1,040,636 | |
[custom:RevaluationOfDerivativeLiabilities] | 317,080 | 1,296,250 |
Fair Value, Net Derivative Asset (Liability), Recurring Basis, Still Held, Unrealized Gain (Loss) | $ 317,080 | $ 255,614 |
NOTE 11 _ STOCKHOLDERS_ EQUITY
NOTE 11 – STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
Jan. 07, 2021 | Nov. 11, 2020 | Nov. 03, 2020 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 03, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Common Stock, Shares Authorized | 300,000,000 | 300,000,000 | ||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||||||||||
Preferred Stock, Shares Authorized | 1,200,000 | 1,200,000 | ||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||||||||||
Incremental Common Shares Attributable to Dilutive Effect of Conversion of Preferred Stock | 21,000,000 | |||||||||||
Preferred Stock, Shares Issued | 21,000 | 0 | ||||||||||
Stock Issued During Period, Shares, New Issues | 2,000,000 | 51,638,526 | 100,224,841 | |||||||||
[custom:StockIssuedDuringPeriodValueNewIssuesWithSubscription] | $ 1,000,000 | |||||||||||
[custom:SubscriptionReceivable] | $ 100,000 | |||||||||||
Common Stock, Value, Subscriptions | $ 100,000 | |||||||||||
[custom:CommonStockIssuedForSettlementOfDebtValue2] | $ 2,056,530 | 2,056,530 | 889,093 | |||||||||
Extinguishment of Debt, Amount | $ 1,516,667 | 889,093 | ||||||||||
Stock Issued During Period, Shares, Issued for Services | 195,000 | |||||||||||
Stock Issued During Period, Value, Issued for Services | $ 284,700 | $ 284,700 | 647,858 | |||||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 120,000 | |||||||||||
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture | $ 30,490 | 41,139 | $ 412,200 | 564,000 | $ 71,629 | 1,037,568 | ||||||
[custom:CommonStockIssuedForForbearanceOfDebtValue] | 49,925 | 49,925 | 92,250 | |||||||||
Debt Conversion, Converted Instrument, Amount | $ 422,295 | 422,295 | 1,396,440 | |||||||||
Stock Issued During Period, Value, New Issues | $ 1,000,000 | $ 3,586,250 | $ 1,000,000 | $ 6,436,250 | $ 1,915,005 | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | 9,476,218 | |||||||||||
Common Stock, Shares, Outstanding | 151,559,011 | 151,559,011 | 147,477,358 | 118,133,432 | ||||||||
Preferred Class A [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Preferred Stock, Shares Authorized | 10,000 | 10,000 | 10,000 | |||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||
Preferred Stock, Shares Outstanding | 10,000 | 10,000 | 10,000 | 10,000 | ||||||||
Preferred Class B [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Preferred Stock, Shares Authorized | 200,000 | 200,000 | 200,000 | |||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||
Preferred Stock, Shares Outstanding | 21,000 | 21,000 | 21,000 | 0 | ||||||||
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 Outstanding | 0 | 0 | 0 | 0 | ||||||||
Preferred Stock, Shares Issued | 0 | 0 | 0 | |||||||||
Preferred Stock [Member] | Series A Preferred Stock [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Preferred Stock, Voting Rights | On November 3, 2020, pursuant to Article III of our Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock entitled Series A Preferred Stock, consisting of up | 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 | ||||||||||
[custom:PreferredStockIssuedForConversionOfCommonStockShares] | 10,000 | |||||||||||
Stock Issued During Period, Shares, New Issues | ||||||||||||
[custom:CommonStockIssuedForSettlementOfDebtShares] | ||||||||||||
Stock Issued During Period, Shares, Issued for Services | ||||||||||||
Stock Issued During Period, Value, Issued for Services | ||||||||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | ||||||||||||
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture | ||||||||||||
[custom:CommonStockIssuedForForbearanceOfDebtShares] | ||||||||||||
[custom:CommonStockIssuedForForbearanceOfDebtValue] | ||||||||||||
[custom:CommonStockIssuedForConversionOfDebtShares] | ||||||||||||
[custom:CancellationOfCommonStockShares] | ||||||||||||
Stock Issued During Period, Value, New Issues | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | ||||||||||||
Preferred Stock [Member] | Series B Preferred Stock [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Preferred Stock, Voting Rights | On November 11, 2020, pursuant to Article III of our Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock entitled Series B Preferred Stock, consisting of up | 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 | ||||||||||
[custom:PreferredStockIssuedForConversionOfCommonStockShares] | 21,000 | |||||||||||
Stock Issued During Period, Shares, New Issues | ||||||||||||
[custom:CommonStockIssuedForSettlementOfDebtShares] | ||||||||||||
Stock Issued During Period, Shares, Issued for Services | ||||||||||||
Stock Issued During Period, Value, Issued for Services | ||||||||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | ||||||||||||
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture | ||||||||||||
[custom:CommonStockIssuedForForbearanceOfDebtShares] | ||||||||||||
[custom:CommonStockIssuedForForbearanceOfDebtValue] | ||||||||||||
[custom:CommonStockIssuedForConversionOfDebtShares] | ||||||||||||
[custom:CancellationOfCommonStockShares] | ||||||||||||
Stock Issued During Period, Value, New Issues | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | ||||||||||||
Preferred Stock [Member] | Series C Preferred Stock 2021 [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Preferred Stock, Voting Rights | On January 7, 2021, pursuant to Article III of our Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock entitled Series C Preferred Stock, consisting of up | |||||||||||
Common Stock [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
[custom:PreferredStockIssuedForConversionOfCommonStockShares] | (21,000,000) | (100,000) | ||||||||||
Stock Issued During Period, Shares, New Issues | 2,000,000 | 35,862,500 | 41,562,500 | 23,937,500 | ||||||||
[custom:StockIssuedDuringPeriodValueNewIssuesWithSubscription] | $ 6,536,250 | |||||||||||
[custom:CommonStockIssuedForSettlementOfDebtShares] | 2,230,394 | 2,230,394 | 12,818,145 | |||||||||
[custom:CommonStockIssuedForSettlementOfDebtValue2] | $ 2,056,530 | |||||||||||
Stock Issued During Period, Shares, Issued for Services | 195,000 | 195,000 | 6,267,600 | |||||||||
Stock Issued During Period, Value, Issued for Services | $ 195 | $ 195 | $ 6,268 | |||||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 60,000 | 60,000 | 600,000 | 600,000 | 1,320,000 | |||||||
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture | $ 60 | $ 60 | $ 600 | $ 600 | $ 1,320 | |||||||
[custom:CommonStockIssuedForForbearanceOfDebtShares] | 250,000 | 250,000 | 1,150,000 | |||||||||
[custom:CommonStockIssuedForForbearanceOfDebtValue] | $ 250 | $ 250 | $ 1,150 | |||||||||
[custom:CommonStockIssuedForConversionOfDebtShares] | 6,080,632 | 46,575,378 | ||||||||||
Debt Conversion, Converted Instrument, Amount | $ 422,295 | $ 1,396,440 | ||||||||||
[custom:CancellationOfCommonStockShares] | 1,294,600 | 1,294,600 | ||||||||||
[custom:CommonStockRetainedByFINRA] | 400,000 | |||||||||||
Stock Issued During Period, Value, New Issues | $ 2,000 | $ 35,863 | $ 41,563 | $ 23,938 | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | 9,476,218 |
NOTE 12 - PROVISION FOR INCOME
NOTE 12 - PROVISION FOR INCOME TAXES - Deferred Tax Assets and Reconciliation of Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Net Operating loss carryforward | $ 12,332,310 | $ 8,601,999 |
Effective Income Tax Rate Reconciliation, Percent | 2,100% | 2,100% |
Deferred tax asset | $ 2,589,785 | $ 1,806,420 |
Foreign taxes | (7,242) | (5,112) |
Less: valuation allowance | 2,136,141 | 1,341,272 |
Net deferred tax asset | $ 446,402 | $ 460,036 |
NOTE 12 _ PROVISION FOR INCOM_3
NOTE 12 – PROVISION FOR INCOME TAXES (Details Narrative) | Dec. 31, 2021 USD ($) |
Income Tax Disclosure [Abstract] | |
[custom:DeferredTaxAssetsOperatingLossCarryforwardsApproximate-0] | $ 12,332,000 |
NOTE 13 - RELATED PARTY TRANS_2
NOTE 13 - RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
May 02, 2019 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 01, 2021 | |
Related Party Transaction [Line Items] | |||||||||||
Allowance for Loan and Lease Losses, Write-offs | $ 10,148 | ||||||||||
Proceeds from Collection of (Payments to Fund) Long-Term Loans to Related Parties | 226 | $ 2,088 | |||||||||
Due from Related Parties | $ 375,955 | $ 375,955 | 424,086 | 221,790 | |||||||
Proceeds from Related Party Debt | 100 | $ 200 | 20,182 | ||||||||
Repayments of Related Party Debt | $ 60,787 | $ 90,787 | 20,197 | ||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 49% | ||||||||||
Due to Related Parties, Current | 26,613 | $ 26,613 | $ 26,613 | 94,616 | |||||||
[custom:RelatedPartyDebtToEquitySwapValue] | 1,647,150 | ||||||||||
Employee Stock Ownership Plan (ESOP), Number of Allocated Shares | 4,000 | ||||||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | 1,000 | ||||||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 120,000 | ||||||||||
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture | 30,490 | $ 41,139 | $ 412,200 | $ 564,000 | $ 71,629 | 1,037,568 | |||||
Debt Instrument, Decrease, Forgiveness | $ 807,103 | ||||||||||
Payment for Management Fee | 558,000 | 510,000 | |||||||||
Accrued Bonuses, Current | 976,200 | 0 | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested in Period, Fair Value | 1,037,568 | 0 | |||||||||
Financial Guarantee Insurance Contracts, Risk Management Activities, Mitigating Claim Liabilities, Accrued Liabilities | 619,531 | ||||||||||
Accrued Salaries, Current | $ 80,730 | $ 80,730 | $ 92,229 | $ 22,300 | |||||||
C E O [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Salary and Wage, NonOfficer, Excluding Cost of Good and Service Sold | $ 168,000 | ||||||||||
[custom:BonusPercentNetIncome-0] | 3% | ||||||||||
[custom:EmploymentAgreementTerm] | 36 months | 60 months | |||||||||
Deferred Compensation Arrangements, Overall, Description | The now five year employment agreement with Mr. Iglesias provides that we will compensate him with a salary of $17,000 monthly and he is eligible for quarterly bonus of 250,000 shares of our common stock. If we do not have the cash available, the agreement provides that Mr. Iglesias may convert his accrued salary/bonus into shares of our common stock or newly created Series A Preferred Stock. For common shares, the amount of accrued salary to be converted into shares must be determined by considering the average price per share of the Company’s common stock on the OTC Markets during the last 10 days and applying a discount of 25%.” For Series A Preferred Shares, the amount of accrued salary to be converted into shares is the per share conversion price for common shares multiplied by ten US Dollars ($10). Mr. Iglesias has a further right to convert any common shares under his control into Series A Preferred shares at any time at a rate of ten (10) common shares for each Series A Preferred share. | ||||||||||
Chief Commercial Officer [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Salary and Wage, NonOfficer, Excluding Cost of Good and Service Sold | $ 120,000 | ||||||||||
[custom:BonusPercentNetIncome-0] | 3% | ||||||||||
[custom:EmploymentAgreementTerm] | 36 months | 60 months | |||||||||
Deferred Compensation Arrangements, Overall, Description | Silva is eligible for quarterly bonuses of 150,000 shares of our common stock. If we do not have the cash available, the agreement provides that Mr. Iglesias may convert his accrued salary/bonus into shares of our common stock at the average price of our common stock during the last 10 days after applying a discount of 25%. | ||||||||||
C F O [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Salary and Wage, NonOfficer, Excluding Cost of Good and Service Sold | $ 144,000 | ||||||||||
[custom:BonusPercentNetIncome-0] | 3% | ||||||||||
[custom:EmploymentAgreementTerm] | 36 months | ||||||||||
Deferred Compensation Arrangements, Overall, Description | The now five year employment agreement with Mr. Quintana provides that he is eligible for quarterly bonus of 200,000 shares of our common stock. If we do not have the cash available, the agreement provides that Mr. Quintana may convert his accrued salary/bonus into shares of our common stock or newly created Series A Preferred Stock. For common shares, the amount of accrued salary to be converted into shares must be determined by considering the average price per share of the Company’s common stock on the OTC Markets during the last 10 days and applying a discount of 25%.” For Series A Preferred Shares, the amount of accrued salary to be converted into shares is the per share conversion price for common shares multiplied by ten US Dollars ($10). Mr. Quintana has a further right to convert any common shares under his control into Series A Preferred shares at any time at a rate of ten (10) common shares for each Series A Preferred share. | ||||||||||
Oscar Brito [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 2,000,000 | ||||||||||
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture | $ 300,000 | ||||||||||
Debt Instrument, Decrease, Forgiveness | 43,375 | ||||||||||
Payments for Other Deposits | $ 15,000 | ||||||||||
Oscar Brito Ant Dilution [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 173,000 | ||||||||||
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture | $ 10,034 | ||||||||||
Directors [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | $ 3,000 | ||||||||||
Leandro Iglesias And Alvaro Cardona [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 1,000,000 | ||||||||||
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture | $ 70,000 | ||||||||||
Management Salary [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 10,851,199 | ||||||||||
C E O [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Increase (Decrease) in Notes Receivable, Related Parties | $ 220,674 | ||||||||||
Increase (Decrease) in Due to Officers and Stockholders | 8,004 | ||||||||||
Shareholder [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Increase (Decrease) in Notes Receivable, Related Parties | $ 20,182 | ||||||||||
Allowance for Loan and Lease Losses, Write-offs | 43,375 | ||||||||||
Proceeds from Collection of (Payments to Fund) Long-Term Loans to Related Parties | 20,197 | ||||||||||
Related Party One [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Increase (Decrease) in Notes Receivable, Related Parties | 220,674 | 18,888 | |||||||||
Proceeds from Collection of (Payments to Fund) Long-Term Loans to Related Parties | 226 | 2,088 | |||||||||
C E O And C F O [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Proceeds from Related Party Debt | 0 | 20,182 | |||||||||
Repayments of Related Party Debt | 90,787 | 20,197 | |||||||||
Francisco Bunt [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Increase (Decrease) in Notes Payable, Related Parties | 20,000 | ||||||||||
Repayments of Subordinated Short-Term Debt | 20,000 | ||||||||||
Due to Related Parties, Current | $ 0 | $ 60,000 |
NOTE 14 _ COMMITMENTS AND CON_2
NOTE 14 – COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Feb. 11, 2021 | |
Lessee, Operating Lease, Term of Contract | 12 months | 12 months | ||||
Operating Lease, Expense | $ 38,645 | $ 24,223 | $ 37,823 | $ 18,400 | ||
Noninterest Expense Directors Fees | $ 5,000 | |||||
Supplemental Unemployment Benefits, Severance Benefits | $ 12,600 | |||||
Common Stock [Member] | ||||||
[custom:CancellationOfCommonStockShares] | 1,294,600 | 1,294,600 | ||||
[custom:CommonStockRetainedByFINRA] | 400,000 |
NOTE 16 _ SUBSEQUENT EVENTS. (D
NOTE 16 – SUBSEQUENT EVENTS. (Details Narrative) | 3 Months Ended |
Mar. 31, 2022 USD ($) shares | |
Subsequent Events [Abstract] | |
[custom:StockIssuedDuringPeriodSharesNewIssuesWithSubscription] | shares | 2,000,000 |
[custom:StockIssuedDuringPeriodValueNewIssuesWithSubscription] | $ | $ 1,000,000 |