IQST iQSTEL Inc (QX)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

☒	Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the quarterly period ended September 30, 2023
☐	Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
	For the transition period from __________ to__________
	Commission File Number: 000-55984

 

iQSTEL Inc.

(Exact name of registrant as specified in its charter)

Nevada	45-2808620
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
300 Aragon Avenue, Suite 375 Coral Gables, FL 33134
(Address of principal executive offices)
(954) 951-8191
(Registrant’s telephone number)
_______________________________________________________
(Former name, former address and former fiscal year, if changed since last report)

 

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. 

[X] Yes [ ] No

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  [X] Yes [ ] No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 

☐   Large accelerated filer	☐   Accelerated filer
☒   Non-accelerated Filer	☒ Smaller reporting company
	☐   Emerging growth company

  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). 

[  ] Yes [X] No

 

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 171,529,630 common shares as of November 14, 2023

 

 

 

TABLE OF CONTENTS
		Page
PART I – FINANCIAL INFORMATION
Item 1:	Financial Statements	3
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	8
Item 4:	Controls and Procedures	9
PART II – OTHER INFORMATION
Item 1:	Legal Proceedings	10
Item 1A:	Risk Factors	10
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	10
Item 3:	Defaults Upon Senior Securities	10
Item 4:	Mine Safety Disclosures	10
Item 5:	Other Information	10
Item 6:	Exhibits	10

 

 

Item 1. Financial Statements

 

Our unaudited consolidated financial statements included in this Form 10-Q are as follows:

 

F-1	Consolidated Balance Sheets as of September 30, 2023 (unaudited) and December 31, 2022;
F-2	Consolidated Statements of Operations for the three and nine months ended September 30, 2023 and 2022 (unaudited);
F-3	Consolidated Statements of Cash Flows for the nine months ended September 30, 2023 and 2022 (unaudited); and
F-4	Consolidated Statements of Stockholder’s Equity as for the three and nine months ended September 30, 2023; and 2022.
F-5	Notes to Consolidated Financial Statements (unaudited).

 

These interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended September 30, 2023 are not necessarily indicative of the results that can be expected for the full year.

 

 

iQSTEL INC

Consolidated Balance Sheets

(Unaudited) 

 

		September 30,				December 31,
		2023				2022
ASSETS
Current Assets
Cash		$	2,001,320			$	1,329,389
Accounts receivable, net			7,635,615				4,209,125
Inventory			27,121				26,124
Due from related parties			427,194				326,324
Prepaid and other current assets			1,696,944				545,628
Total Current Assets			11,788,194				6,436,590
Property and equipment, net			463,036				401,021
Intangible asset			99,592				99,592
Goodwill			5,172,146				5,172,146
Deferred tax assets			444,504				440,135
Other asset			156,388				—
TOTAL ASSETS		$	18,123,860			$	12,549,484
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable			4,014,529				2,254,636
Accrued and other current liabilities			5,204,219				2,482,352
Due to related parties			26,613				26,613
Loans payable - net of discount of $7,500 and $0, respectively			252,779				94,342
Loans payable - related parties			238,291				235,949
Convertible note - net of discount of $20,856 and $0, respectively			177,666				—
Derivative liabilities			—				1,357,787
Total Current Liabilities			9,914,097				6,451,679
Loans payable, non-current			91,018				108,150
Employee benefits, non-current			155,909				154,238
TOTAL LIABILITIES			10,161,024				6,714,067
Stockholders' Equity
Preferred stock: 1,200,000 authorized; $0.001 par value
Series A Preferred stock: 10,000 designated; $0.001 par value, 10,000 shares issued and outstanding, respectively			10				10
Series B Preferred stock: 200,000 designated; $0.001 par value, 31,080 and 21,000 shares issued and outstanding, respectively			31				21
Series C Preferred stock: 200,000 designated; $0.001 par value, No shares issued and outstanding			—				—
Common stock: 300,000,000 authorized; $0.001 par value 170,231,395 and 161,595,511 shares issued and outstanding, respectively			170,232				161,595
Additional paid in capital			34,350,837				31,136,120
Accumulated deficit			(25,960,018	)			(24,504,395	)
Accumulated other comprehensive loss			(33,485	)			(33,557	)
Equity attributed to stockholders of iQSTEL Inc.			8,527,607				6,759,794
Deficit attributable to noncontrolling interests			(564,771	)			(924,377	)
TOTAL STOCKHOLDERS' EQUITY			7,962,836				5,835,417
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY		$	18,123,860			$	12,549,484

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.  

 

 

iQSTEL INC

Consolidated Statements of Operations

(Unaudited)    

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2023				2022				2023				2022
Revenues		$	39,757,203			$	21,936,634			$	97,248,561			$	65,055,661
Cost of revenue			38,728,682				20,621,674				94,218,838				62,410,367
Gross profit			1,028,521				1,314,960				3,029,723				2,645,294
Operating expenses
General and administration			957,768				1,256,147				3,529,218				3,390,097
Total operating expenses			957,768				1,256,147				3,529,218				3,390,097
Operating income (loss)			70,753				58,813				(499,495	)			(744,803	)
Other income (expense)
Other income			2,607				43,219				3,126				38,591
Other expenses			(32,505	)			(71,027	)			(105,714	)			(54,247	)
Interest expense			(34,219	)			(3,693	)			(54,322	)			(22,417	)
Change in fair value of derivative liabilities			39,273				—				381,848				—
Total other income (expense)			(24,844	)			(31,501	)			224,938				(38,073	)
Net income (loss) before provision for income taxes			45,909				27,312				(274,557	)			(782,876	)
Income taxes			—				—				—				—
Net income (loss)			45,909				27,312				(274,557	)			(782,876	)
Less: Net income attributable to noncontrolling interests			107,922				96,175				364,586				192,137
Net loss attributed to iQSTEL Inc.		$	(62,013	)		$	(68,863	)		$	(639,143	)		$	(975,013	)
Dividend on Series B Preferred Stock			(816,480	)			—				(816,480	)			—
Net loss attributed to stockholders of iQSTEL Inc.		$	(878,493	)		$	(68,863	)		$	(1,455,623	)		$	(975,013	)
Comprehensive income (loss)
Net income (loss)		$	45,909			$	27,312			$	(274,557	)		$	(782,876	)
Foreign currency adjustment			(4,428	)			(1,096	)			142				(2,503	)
Total comprehensive income (loss)		$	41,481			$	26,216			$	(274,415	)		$	(785,379	)
Less: Comprehensive income attributable to noncontrolling interests			105,753				95,638				364,656				190,911
Net comprehensive loss attributed to iQSTEL Inc.		$	(64,272	)		$	(69,422	)		$	(639,071	)		$	(976,290	)
Basic and diluted loss per common share		$	(0.01	)		$	(0.00	)		$	(0.01	)		$	(0.01	)
Weighted average number of common shares outstanding - Basic and diluted			168,185,122				151,750,426				165,640,341				150,057,315

  

The accompanying notes are an integral part of these unaudited consolidated financial statements. 

  

 

iQSTEL INC

Consolidated Statements of Changes in Stockholders’ Equity (Deficit)

For the three and nine months ended September 30, 2023 and 2022   

(Unaudited)  

		Series A Preferred Stock								Series B Preferred Stock								Common Stock
		Shares				Amount				Shares				Amount				Shares				Amount				Additional Paid in Capital				Accumulated Deficit				Accumulated Comprehensive Loss				Total				Non Controlling Interest				Total Stockholders' Deficit
Balance - December 31, 2022			10,000			$	10				21,000			$	21				161,595,511			$	161,595			$	31,136,120			$	(24,504,395	)		$	(33,557	)		$	6,759,794			$	(924,377	)		$	5,835,417
Common stock issued for warrant exercises			—				—				—				—				2,941,177				2,942				397,058				—				—				400,000				—				400,000
Common stock issued for compensation			—				—				—				—				60,000				60				11,170				—				—				11,230				—				11,230
Resolution of derivative liabilities upon exercise of warrant			—				—				—				—				—				—				240,258				—				—				240,258				—				240,258
Foreign currency translation adjustments			—				—				—				—				—				—				—				—				804				804				773				1,577
Net income (loss)			—				—				—				—				—				—				—				(363,185	)			—				(363,185	)			204,363				(158,822)
Balance - March 31, 2023			10,000			$	10				21,000			$	21				164,596,688			$	164,597			$	31,784,606			$	(24,867,580	)		$	(32,753	)		$	7,048,901			$	(719,241	)		$	6,329,660
Common stock issued for compensation			—				—				—				—				60,000				60				6,840				—				—				6,900				—				6,900
Foreign currency translation adjustments			—				—				—				—				—				—				—				—				1,527				1,527				1,466				2,993
Net income (loss)			—				—				—				—				—				—				—				(213,945	)			—				(213,945	)			52,301				(161,644)
Balance - June 30, 2023			10,000			$	10				21,000			$	21				164,656,688			$	164,657			$	31,791,446			$	(25,081,525	)		$	(31,226	)		$	6,843,383			$	(665,474	)		$	6,177,909
Series B Preferred stock issued as dividend			—				—				10,080				10				—				—				816,470				(816,480	)			—				—				—				—
Common stock issued for compensation			—				—				—				—				60,000				60				12,755				—				—				12,815				—				12,815
Common stock issued for warrant exercises			—				—				—				—				5,514,707				5,515				994,485				—				—				1,000,000				—				1,000,000
Resolution of derivative liabilities upon exercise of warrant			—				—				—				—				—				—				735,681				—				—				735,681				—				735,681
Dividend to non-controlling interest			—				—				—				—				—				—				—				—				—				—				(5,050	)			(5,050)
Foreign currency translation adjustments			—				—				—				—				—				—				—				—				(2,259	)			(2,259	)			(2,169	)			(4,428)
Net income (loss)			—				—				—				—				—				—				—				(62,013	)			—				(62,013	)			107,922				45,909
Balance - September 30, 2023			10,000			$	10				31,080			$	31				170,231,395			$	170,232			$	34,350,837			$	(25,960,018	)		$	(33,485	)		$	8,527,607			$	(564,771	)		$	7,962,836

 

 

 

 

 

			Series A Preferred Stock								Series B Preferred Stock								Common Stock
			Shares				Amount				Shares				Amount				Shares				Amount				Additional Paid in Capital				Accumulated Deficit				Accumulated Comprehensive Loss				Total				Non Controlling Interest				Total Stockholders’ Equity
Balance - December 31, 2021			10,000			$	10				21,000			$	21				147,477,358			$	147,477			$	25,842,982			$	(18,536,921	)		$	(36,658	)		$	7,416,911			$	(996,013	)		$	6,420,898
Common stock issued for cash			—				—				—				—				2,000,000				2,000				998,000				—				—				1,000,000				—				1,000,000
Common stock issued for compensation			—				—				—				—				60,000				60				41,079				—				—				41,139				—				41,139
Foreign currency translation adjustments			—				—				—				—				—				—				—				—				(196	)			(196	)			(188	)			(384)
Net income (loss)			—				—				—				—				—				—				—				(554,970	)			—				(554,970	)			30,239				(524,731)
Balance - March 31, 2022			10,000			$	10				21,000			$	21				149,537,358			$	149,537			$	26,882,061			$	(19,091,891	)		$	(36,854	)		$	7,902,884			$	(965,962	)		$	6,936,922
Common stock issued for compensation			—				—				—				—				60,000				60				30,430				—				—				30,490				—				30,490
Common stock issued and to be issued for acquisition of subsidiaries			—				—				—				—				1,461,653				1,462				1,548,538				—				—				1,550,000				(33,056	)			1,516,944
Common stock issued for asset acquisition			—				—				—				—				500,000				500				324,500				—				—				325,000				—				325,000
Common stock payable			—				—				—				—				—				—				18,900				—				—				18,900				—				18,900
Warrant granted			—				—				—				—				—				—				500,000				—				—				500,000				—				500,000
Foreign currency translation adjustments			—				—				—				—				—				—				—				—				(522	)			(522	)			(501	)			(1,023)
Net income (loss)			—				—				—				—				—				—				—				(351,180	)			—				(351,180	)			65,723				(285,457)
Balance - June 30, 2022			10,000			$	10				21,000			$	21				151,559,011			$	151,559			$	29,304,429			$	(19,443,071	)		$	(37,376	)		$	9,975,572			$	(933,796	)		$	9,041,776
Common stock issued for compensation			—				—				—				—				60,000				60				20,440				—				—				20,500				—				20,500
Common stock issued for settlement of debt			—				—				—				—				161,367				161				80,513				—				—				80,674				—				80,674
Common stock issued for asset acquisition			—				—				—				—				50,000				50				32,450				—				—				32,500				—				32,500
Foreign currency translation adjustments			—				—				—				—				—				—				—				—				(559	)			(559	)			(537	)			(1,096)
Net income (loss)			—				—				—				—				—				—				—				(68,863	)			—				(68,863	)			96,175				27,312
Balance - September 30, 2022			10,000			$	10				21,000			$	21				151,830,378			$	151,830			$	29,437,832			$	(19,511,934	)		$	(37,935	)		$	10,039,824			$	(838,158	)		$	9,201,666

 

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.  

  

 

iQSTEL INC

Consolidated Statements of Cash Flows 

 (Unaudited)  

			Nine Months Ended
			September 30,
		2023				2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		$	(274,557	)		$	(782,876	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation			30,945				111,029
Bad debt expense			1,344				26,299
Depreciation and amortization			103,246				91,221
Amortization of debt discount			21,404				7,407
Change in fair value of derivative liabilities			(381,848	)			—
Changes in operating assets and liabilities:
Accounts receivable			(3,422,703	)			(832,263	)
Inventory			(997	)			(26,124	)
Prepaid and other current assets			(1,057,311	)			(31,714	)
Due from related parties			69,948				(5,143	)
Accounts payable			2,604,856				(97,373	)
Accrued and other current liabilities			1,870,972				50,636
Net cash used in operating activities			(434,701	)			(1,488,901	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions of subsidiaries, net of cash acquired			—				(1,814,132	)
Purchase of property and equipment			(164,715	)			(86,491	)
Advances of amounts due from related parties			(189,767	)			(1,000	)
Collection of amounts due from related parties			13,899				400
Net cash used in investing activities			(340,583	)			(1,901,223	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from loans payable			150,000				—
Repayments of loans payable			(9,006	)			(232,018	)
Proceeds from common stock issued			—				1,100,000
Proceeds from exercise of warrants			1,150,000				—
Proceeds from convertible notes			250,000				—
Deposit for option			—				500,000
Repayment of convertible notes			(86,238	)			—
Net cash provided by financing activities			1,454,756				1,367,982
Effect of exchange rate changes on cash			(7,541	)			(17,690	)
Net change in cash			671,931				(2,039,832	)
Cash, beginning of period			1,329,389				3,334,813
Cash, end of period		$	2,001,320			$	1,294,981
Supplemental cash flow information
Cash paid for interest		$	25,941			$	3,333
Cash paid for taxes		$	—			$	—
Non-cash transactions:
Series B Preferred stock issued as dividend		$	816,480				—
Common stock issued for asset acquisition		$	—			$	357,500
Common stock issued for acquisitions of subsidiaries		$	—			$	1,550,000
Common stock issued for conversion of debt		$	—			$	80,674
Resolution of derivative liabilities upon exercise of warrants		$	975,939			$	—

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.  

 

 

iQSTEL INC

Notes to the Unaudited Consolidated Financial Statements

September 30, 2023

 

NOTE 1 -ORGANIZATION AND DESCRIPTION OF BUSINESS

 

Organization and Operations

 

iQSTEL Inc. (“iQSTEL”, “we”, “us”, or the “Company”) was incorporated under the laws of the State of Nevada on June 24, 2011, under the name of B-Maven Inc. The Company changed its name to PureSnax International, Inc. on September 18, 2015; and more recently it changed its name to iQSTEL Inc. on August 7, 2018.

 

The Company is a technology company with presence in 19 countries and 70 employees that is offering leading-edge services through its four business divisions.

 

The Telecom Division, which represents the majority of current operations and which also represents the source for all of the Company’s revenues, offers VoIP, SMS, proprietary Internet of Things (IoT) solutions (www.iotsmartgas.com and www.iotsmarttank.com), and international fiber-optic connectivity through its subsidiaries: Etelix.com USA, LLC, SwissLink Carrier AG, Smartbiz Telecom LLC, Whisl Telecom LLC, IoT Labs, LLC, and QGlobal SMS, LLC.

 

The Company’s developing Fintech Business Line offers a complete Fintech ecosystem MasterCard Debit Card, US Bank Account (No SSN Needed), Mobile App/Wallet (Remittances, Mobile Top Up). The Company’s Fintech subsidiary, Global Money One Inc., is to provide immigrants access to reliable financial services that makes it easier to manage their money and stay connected with their families back home.

 

The Company’s developing BlockChain Platform Business Line offers our proprietary Mobile Number Portability Application (MNPA) to serve the in-country portability needs through its subsidiary, itsBchain, LLC.

 

The Company’s developing Electric Vehicle (EV) Business Line offers electric motorcycles for work and recreational use in the USA, Spain, Portugal, Panama, Colombia, and Venezuela. EVOSS is also working on the development of an EV Mid Speed Car to serve the niche of the 2nd car in the family. 

 

NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for annual financial statements.

 

In the opinion of the Company’s management, the accompanying unaudited interim consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of September 30, 2023 and the results of operations and cash flows for the periods presented. The results of operations for the nine months ended September 30, 2023 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on April 14, 2023.

 

F-5

Table of Contents 

 

Consolidation Policy

 

The consolidated financial statements of the Company include the accounts of the Company and its owned subsidiaries, Etelix.com USA, LLC (“Etelix”), SwissLink Carrier AG (“Swisslink”), itsBchain, LLC (“ItsBchain”), QGLOBAL SMS, LLC (“QGlobal”), IoT Labs, LLC (“IoT Labs”), Global Money One Inc. (“Global Money One”), Whisl Telecom LLC (“Whisl”) and Smartbiz Telecom LLC (“Smartbiz”). All significant intercompany balances and transactions have been eliminated in consolidation.

  

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.

 

Foreign Currency Translation and Re-measurement

 

The Company translates its foreign operations to U.S. dollars in accordance with ASC 830, “Foreign Currency Matters”.

 

The functional currency and reporting currency of Etelix, QGlobal, ItsBchain, IoT Labs, Whisl, Smartbiz and Global Money One is the U.S. dollar, while SwissLink’s functional currency is the Swiss Franc (“CHF”).

 

SwissLink translates their records into U.S. dollars as follows:

 

•

Assets and liabilities at the rate of exchange in effect at the balance sheet date;

•

Equities at historical rate; and

•

Revenue and expense items at the average rate of exchange prevailing during the period.

 

Adjustments arising from such translations are included in accumulated other comprehensive income (loss) in stockholders’ equity.

 

Cash and Cash Equivalents

 

Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. The Company had no cash equivalents at September 30, 2023 and December 31, 2022.

 

Accounts Receivable and Allowance for Uncollectible Accounts

 

Substantially all of the Company’s accounts receivable balance is related to trade receivables. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. Under the expected credit loss model, the Company reviews its allowance for doubtful accounts daily and past due balances over 60 days and a specified amount is 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 nine months ended September 30, 2023 and 2022, the Company recorded bad debt expense of $1,344 and $26,299, respectively.

 

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Net Income (Loss) Per Share of Common Stock

 

The Company has adopted ASC 260, ”Earnings per Share,” which requires presentation of basic earnings per share on the face of the statements of operations for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic earnings per share computation. In the accompanying financial statements, basic loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed by dividing net income by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent share arrangements, stock options and warrants unless the result would be antidilutive. Dilutive potential common shares include outstanding warrants and Series B Preferred stock, and these were excluded from the computation of diluted net loss per share as the result was anti-dilutive for the nine months ended September 30, 2023 and 2022.

 

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 nine months ended September 30, 2023, 11 customers represented 87.8% of our revenue compared to 10 customers represented 87% of our revenues for the nine months ended September 30, 2022.

 

Financial Instruments

 

The Company follows ASC 820, “Fair Value Measurements and Disclosures,” which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

 

Level 1

 

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

 

Level 2

 

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

 

Level 3

 

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

 

The carrying values of our financial instruments, including, cash; accounts receivable; prepaid and other current assets; accounts payable; accrued liabilities and other current liabilities; and due from/to related parties approximate their fair values due to the short-term maturities of these financial instruments.

 

Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated. It is not, however, practical to determine the fair value of amounts due to related parties due to their related party nature.

 

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Derivative Financial Instruments

 

The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. We evaluate all of our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company used a Black-Scholes valuation model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

 

Revenue Recognition

 

The Company recognizes revenue from telecommunication services in accordance with ASC 606, “Revenue from Contracts with Customers.”

 

The Company recognizes revenue related to monthly usage charges and other recurring charges during the period in which the telecommunication services are rendered, provided that persuasive evidence of a sales arrangement exists, and collection is reasonably assured. Management considers persuasive evidence of a sales arrangement to be a written interconnection agreement. The Company’s payment terms vary by client.

 

Recent Accounting Pronouncements

 

In June 2022, the FASB issued ASU 2022-03, ASC Subtopic “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions.” These amendments clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments in this update are effective for public business entities for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2023. Early adoption is permitted. The Company is currently assessing the impact of the adoption of this standard on its consolidated financial statements.

 

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments Credit Losses —Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 requires a financial asset (or group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected, which includes the Company’s accounts receivable. This ASU is effective for the Company for reporting periods beginning after December 15, 2022.  The Company adopted this accounting pronouncement on January 1, 2023 and it did not have any impact to its financial statements.

 

The Company has reviewed all other recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on our financial statements.

 

NOTE 3 - GOING CONCERN

 

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.

 

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The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish its business plan and eventually attain profitable operations.

 

During the next year, the Company's foreseeable cash requirements will relate to continual development of the operations of its business, maintaining its good standing in the industry and continuing its marketing efforts. The Company may experience a cash shortfall and be required to raise additional capital.

 

Historically, the Company has relied upon funds from its stockholders. Management may raise additional capital through future public or private offerings of the Company's stock or through loans from private investors, although there can be no assurance that it will be able to obtain such financing. The Company's failure to do so could have a material and adverse effect upon its operations and its stockholders.

 

NOTE 4 – PREPAID AND OTHER CURRENT ASSETS

 

Prepaid and other current assets as of September 30, 2023 and December 31, 2022 consisted of the following:

 

		September 30,				December 31,
		2023				2022
Other receivable		$	176,121			$	120,139
Prepaid expenses			871,930				26,600
Advance payment			21,000				21,000
Tax receivable			393				389
Deposit for acquisition of asset			357,500				357,500
Subscription receivable			250,000				—
Security deposit			20,000				20,000
Total prepaid and other current assets		$	1,696,944			$	545,628

 

 

NOTE 5 – PROPERTY AND EQUIPMENT

 

Property and equipment as of September 30, 2023 and December 31, 2022 consisted of the following:

 

		September 30,				December 31,
		2023				2022
Telecommunication equipment		$	360,813			$	317,958
Telecommunication software			762,887				640,566
Other equipment			99,346				99,126
Total property and equipment			1,223,046				1,057,650
Accumulated depreciation and amortization			(760,010	)			(656,629	)
Total property and equipment		$	463,036			$	401,021

 

Depreciation expense for the nine months ended September 30, 2023 and 2022 amounted to $103,246 and $91,221, respectively.

 

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NOTE 6 –LOANS PAYABLE

 

Loans payable as of September 30, 2023 and December 31, 2022 consisted of the following:

 

		September 30,				December 31,
		2023				2022				Term		Interest rate
Martus		$	95,279			$	94,342			Note was issued on October 23, 2018 and due on January 2, 2024			5.0	%
Darlene Covid19			91,018				108,150			Note was issued on April 1, 2020 and due on March 31, 2025			0.0	%
Promissory note payable			165,000				—			Note was issued April 4, 2023 and due on April 4, 2024			24.0	%
Total			351,297				202,492
Less: Unamortized debt discount			(7,500	)			—
Total loans payable			343,797				202,492
Less: Current portion of loans payable			(252,779	)			(94,342	)
Long-term loans payable		$	91,018			$	108,150

  

 

Loans payable - related parties as of September 30, 2023 and December 31, 2022 consisted of the following:

 

		September 30,				December 31,
		2023				2022				Term		Interest rate
49% of Shareholder of SwissLink		$	19,844			$	19,649			Note is due on demand			0	%
49% of Shareholder of SwissLink			218,447				216,300			Note is due on demand			5	%
Total			238,291				235,949
Less: Current portion of loans payable			238,291				235,949
Long-term loans payable		$	—			$	—

 

 

During the nine months ended September 30, 2023, the Company borrowed from a third party totaling $165,000, which includes original issue discount and financing costs of $15,000.

 

During the nine months ended September 30, 2023 and 2022, the Company recorded interest expense of $19,250 and $22,417 and recognized amortization of discount, included in interest expense, of $7,500 and $7,406, respectively.

 

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NOTE 7 – CONVERTIBLE NOTE

 

During the nine months ended September 30, 2023, the Company borrowed from a third party totaling $284,760, which includes original issue discount and financing costs of $34,760. The note is due on June 1, 2024 and a one-time interest charge of 12% shall be applied. Accrued, unpaid interest and outstanding principal shall be paid in 10 payments each in the amount of $31,893 beginning on July 16, 2023. The note is convertible at the option of the holders at any time following an event of default, and the conversion price is 75% multiplied by the lowest trading price of Company’s common stock during the 10 trading days prior to the conversion date.

 

During the nine months ended September 30, 2023, the Company recorded interest expense of $13,668 and recognized amortization of discount, included in interest expense, of $13,904.

 

NOTE 8 – WARRANTS

 

On April 5, 2022, we entered into a Common Stock Purchase Option Agreement with Apollo Management Group, Inc (Holder) to subscribe for and purchase from the Company, 4,800,000 shares of Common Stock with an exercise price per share of $2.00; and an initial exercisable date on September 30, 2022. The purchase price of this option was $500,000. The Company determined that the warrants had a fixed monetary value with a variable number of shares at inception and categorized the warrants as a liability in the accompanying consolidated financial statements.

 

The Holder and the Company agreed that the Holder had the right and the obligation to exercise, on a cashless basis, $1,000,000 of the Options not later than October 15, 2022. Thereafter, the Holder shall undertake to exercise not less than (i) $400,000 of the Options on a “cash basis” not later than the later of (y) November 14, 2022 or (z) the date on which there is an effective registration statement permitting the issuance of the Option Shares to or resale of the Option Shares by the Holder and (ii) an additional $400,000 of the Options on a “cash basis” not later than the latest of (x) thirty (30) days following the exercise of the Option under subsection (i), above, (y) December 14, 2022, or (z) the date on which there is an effective registration statement permitting the issuance of the Option Shares to or resale of the Option Shares by the Holder. From and after the occurrence of the three above-referenced exercises, each additional exercise of Options hereunder shall be in an amount not less than $200,000 and exercised only on a cash basis.

 

The Holder’s obligation to exercise each specified portion of this option on the specific dates above is subject to the volume-weighted average price (“VWAP”, market value), being not less than $0.20 per share on the relevant option exercise date. Adjusted option shares at VWAP of $0.20 shall be 48,000,000 shares.

 

A summary of activity regarding warrants issued as follows:

		Warrants Outstanding
		Shares				Weighted Average Exercise Price				Weighted Average Remaining Contractual life (in years)
Outstanding, December 31, 2022			23,112,575			$	0.17				0.75
Granted			—				—				—
Increase in number of warrants by VWAP			5,262,465				0.14				—
Exercised			(10,294,119	)			0.14				0.70
Expired			(18,080,921	)			—				—
Outstanding, September 30, 2023			—			$	—				—

 

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NOTE 9 – DERIVATIVE LIABILITIES

 

Fair Value Assumptions Used in Accounting for Derivative Liabilities

 

ASC 815, “Derivatives and Hedging,” requires we assess the fair market value of derivative liabilities at the end of each reporting period and recognize any change in the fair market value as other income or expense.

 

The Company determined our derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the fair value as of September 30, 2023. The Black-Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement.

 

For the nine months ended September 30, 2023 and year ended December 31, 2022, the estimated fair values of the liabilities measured on a recurring basis are as follows:

			Nine months ended				Year ended
			September 30,				December 31,
			2023				2022
Expected term			0.00 - 0.75 years				0.75 - 1.49 years
Expected average volatility			18% - 187%				83% - 152%
Expected dividend yield			—				—
Risk-free interest rate			4.67% - 5.55%				0.06% - 4.73%

 

 

The following table summarizes the changes in the derivative liabilities during the nine months ended September 30, 2023:

 

Fair Value Measurements Using Significant Observable Inputs (Level 3)
Balance - December 31, 2022		$	1,357,787
Settled on issuance of common stock			(975,939	)
Change in fair value of the warrant			(381,848	)
Balance - September 30, 2023		$	—

 

The following table summarizes the change in fair value of derivative liabilities included in the income statement for the nine months ended September 30, 2023 and 2022, respectively.

 

		Nine months ended
		September 30,
		2023				2022
Addition of new derivatives recognized as loss on derivatives		$	—			$	—
Revaluation of derivative liabilities			(381,848	)			—
(Gain) on change in fair value of derivative liability		$	(381,848	)		$	—

 

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NOTE 10 – STOCKHOLDERS’ EQUITY

 

The Company’s authorized capital consists of 300,000,000 shares of common stock with a par value of $0.001 per share.

 

Series A Preferred Stock

 

On November 3, 2020, pursuant to Article III of our Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock entitled Series A Preferred Stock, consisting of up 10,000 shares, par value $0.001. Under the Certificate of Designation, holders of Series A Preferred Stock will participate on an equal basis per-share with holders of our common stock in any distribution upon winding up, dissolution, or liquidation. Holders of Series A Preferred Stock are entitled to vote together with the holders of our common stock on all matters submitted to stockholders at a rate of 51% of the total vote of stockholders.

 

The rights of the holders of Series A Preferred Stock are defined in the relevant Certificate of Designation filed with the Nevada Secretary of State on November 3, 2020.

 

As of September 30, 2023 and December 31, 2022, 10,000 shares of Series A Preferred Stock were issued and outstanding.

 

Series B Preferred Stock

 

On November 11, 2020, pursuant to Article III of our Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock entitled Series B Preferred Stock, consisting of up 200,000 shares, par value $0.001. Under the Certificate of Designation, holders of Series B Preferred Stock will receive a liquidation preference of $81 per share in any distribution upon winding up, dissolution, or liquidation of the Company before junior security holders, as provided in the designation. Holders of Series B Preferred Stock are entitled to receive as, when, and if declared by the Board of Directors, dividends in kind at an annual rate equal to twenty four percent (24%) of $81 per share for each of the then outstanding shares of Series B Preferred Stock, calculated on the basis of a 360-day year consisting of twelve 30-day months. Holders of Series B Preferred Stock do not have voting rights but may convert into common stock after twelve months from the issuance date, at a conversion rate of one thousand (1,000) shares of Common Stock for every one (1) share of Series B Preferred Stock. Upon conversion, the shares are subject to a one-year restriction on sales into the market of no more than 5% previous month’s stock liquidity.

 

In August 2023, the Company declared and issued 10,080 shares Series B stock to our management as dividends, valued at $816,480.

 

As of September 30, 2023 and December 31, 2022, 31,080 and 21,000 shares of Series B Preferred Stock were issued and outstanding, respectively.

 

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 shares, par value $0.001. Under the Certificate of Designation, holders of Series C Preferred Stock will rank junior to the Series B Preferred Stock, but on par with common stock and Series A Preferred Stock in any distribution upon winding up, dissolution, or liquidation of the company, as provided in the designation. The holders of shares of Series C Preferred Stock have no dividend rights except as may be declared by the Board in its sole and absolute discretion, out of funds legally available for that purpose. Holders of Series C Preferred Stock do not have voting rights but may convert into common stock after twenty four months from the issuance date, at a conversion rate of one thousand (1,000) shares of Common Stock for every one (1) share of Series C Preferred Stock. Upon conversion, the shares are subject to a one-year restriction on sales into the market of no more than 5% previous month’s stock liquidity.

 

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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 September 30, 2023 and December 31, 2022, no Series C Preferred Stock was issued or outstanding.

 

Common Stock

 

During the nine months ended September 30, 2023, the Company issued 8,635,884 shares of common stock, valued at fair market value on issuance as follows:

 

•

180,000 shares for compensation to our directors valued at $30,945; and

•

8,455,884 shares for exercise of warrants for $1,150,000.

 

As of September 30, 2023 and December 31, 2022, 170,231,395 and 161,595,511 shares of common stock were issued and outstanding, respectively.

 

Subscription receivable

 

On September 29, 2023, 1,838,235 warrants were exercised; however, the Company received cash of $250,000 and issued 1,838,235 shares in October 2023. As of September 30, 2023, the Company recorded subscription receivable of $250,000 in prepaid and other current assets.

 

NOTE 11 - RELATED PARTY TRANSACTIONS

 

Due from related parties

 

As of September 30, 2023 and December 31, 2022, the Company had amounts due from related parties of $427,194 and $326,324, respectively. The loans are unsecured, non-interest bearing and due on demand.

 

Due to related parties

 

As of September 30, 2023 and December 31, 2022, the Company had amounts due to related parties of $26,613. The amounts are unsecured, non-interest bearing and due on demand.

  

Employment agreements

 

During the nine months ended September 30, 2023 and 2022, the Company recorded management salaries of $402,000 and $405,000 and stock-based compensation bonuses of $30,945 and $92,130, respectively.

 

As of September 30, 2023 and December 31, 2022, the Company recorded and accrued management salaries of $65,627 and $79,628, respectively.

 

NOTE 12 – COMMITMENTS AND CONTINGENCIES

 

Leases and Long-term Contracts

 

The Company has not entered into any long-term leases, contracts or commitments. The Company leases facilities which the term is 12 months. For the nine months ended September 30, 2023 and 2022, the Company incurred rent expense of $4,048 and $56,405, respectively.

 

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NOTE 13 - SEGMENTS

 

At September 30, 2023 and December 31, 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 nine months ended September 30, 2023 and 2022:

 

Three months ended September 30, 2023

NOTE 13 - SEGMENT - Schedule of Operating Activities by Geographic Segment

		USA				Switzerland				Elimination				Total
Revenues		$	39,390,527				1,498,054			$	(1,131,378	)		$	39,757,203
Cost of revenue			38,593,585				1,266,475				(1,131,378	)			38,728,682
Gross profit			796,942				231,579				—				1,028,521
Operating expenses
General and administration			770,467				187,301				—				957,768
Operating income			26,475				44,278				—				70,753
Other expense			(23,893	)			(951	)			—				(24,844	)
Net income		$	2,582			$	43,327			$	—			$	45,909

 

Three months ended September 30, 2022

		USA				Switzerland				Elimination				Total
Revenues		$	22,364,201				1,291,688			$	(1,719,255	)		$	21,936,634
Cost of revenue			21,226,541				1,114,388				(1,719,255	)			20,621,674
Gross profit			1,137,660				177,300				—				1,314,960
Operating expenses
General and administration			1,089,194				166,953				—				1,256,147
Operating income			48,466				10,347				—				58,813
Other expense			(29,411	)			(2,090	)			—				(31,501	)
Net income		$	19,055			$	8,257			$	—			$	27,312

 

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Nine months ended September 30, 2023

		USA				Switzerland				Elimination				Total
Revenues		$	97,198,336				4,179,569			$	(4,129,344	)		$	97,248,561
Cost of revenue			94,779,408				3,568,774				(4,129,344	)			94,218,838
Gross profit			2,418,928				610,795				—				3,029,723
Operating expenses
General and administration			2,966,908				562,310				—				3,529,218
Operating income (loss)			(547,980	)			48,485				—				(499,495	)
Other income (expense)			249,286				(24,348	)			—				224,938
Net income (loss)		$	(298,694	)		$	24,137			$	—			$	(274,557	)

 

Nine months ended September 30, 2022

		USA				Switzerland				Elimination				Total
Revenues		$	63,898,961				3,554,591			$	(2,397,891	)		$	65,055,661
Cost of revenue			61,838,539				2,969,719				(2,397,891	)			62,410,367
Gross profit			2,060,422				584,872				—				2,645,294
Operating expenses
General and administration			2,792,287				597,810				—				3,390,097
Operating loss			(731,865	)			(12,938	)			—				(744,803	)
Other income (expense)			(45,938	)			7,865				—				(38,073	)
Net loss		$	(777,803	)		$	(5,073	)		$	—			$	(782,876	)

 

Asset Information

 

The following table shows asset information by geographic segment as of September 30, 2023 and December 31, 2022:

September 30, 2023		USA				Switzerland				Elimination				Total
Assets
Current assets		$	10,859,240			$	1,693,166			$	(764,212	)		$	11,788,194
Non-current assets		$	11,757,803			$	762,425			$	(6,184,562	)		$	6,335,666
Liabilities
Current liabilities		$	8,338,475			$	2,339,834			$	(764,212	)		$	9,914,097
Non-current liabilities		$	140			$	246,787			$	—			$	246,927

 

December 31, 2022		USA				Switzerland				Elimination				Total
Assets
Current assets		$	6,496,354			$	1,172,889			$	(1,232,653	)		$	6,436,590
Non-current assets		$	11,646,662			$	650,794			$	(6,184,562	)		$	6,112,894
Liabilities
Current liabilities		$	5,967,729			$	1,716,603			$	(1,232,653	)		$	6,451,679
Non-current liabilities		$	—			$	262,388			$	—			$	262,388

 

NOTE 14 – 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.

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Forward-Looking Statements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

 

Overview

 

iQSTEL Inc. (the “Company”) (OTC Pink: IQST) (www.iqstel.com) is a technology company with presence in 19 countries and 70 employees that is offering leading-edge services through its business divisions.

 

Our Telecom Division, which represents the majority of current operations and which also represents the source for all of our revenues for the financial periods presented, offers VoIP, SMS, proprietary Internet of Things (IoT) solutions (www.iotsmartgas.com and www.iotsmarttank.com), and international fiber-optic connectivity through its subsidiaries: Etelix (www.etelix.com), SwissLink Carrier (www.swisslink-carrier.com), Smartbiz Telecom (www.smartbiztel.com), Whisl Telecom (www.whisl.com), IoT Labs (www.iotlabs.mx), and QGlobal SMS (www.qglobalsms.com).

 

Our developing Fintech Business Line (www.globalmoneyone.com) (www.maxmo.vip) offers a complete Fintech ecosystem MasterCard Debit Card, US Bank Account (No SSN Needed), Mobile App/Wallet (Remittances, Mobile Top Up). Our Fintech subsidiary, Global Money One, is to provide immigrants access to reliable financial services that makes it easier to manage their money and stay connected with their families back home.

 

Our developing BlockChain Platform Business Line (www.itsbchain.com) offers our proprietary Mobile Number Portability Application (MNPA) to serve the in-country portability needs through its subsidiary, itsBchain.

 

Our developing Electric Vehicle (EV) Business Line (www.evoss.net) offers electric motorcycles for work and recreational use in the USA, Spain, Portugal, Panama, Colombia, and Venezuela. EVOSS is also working on the development of an EV Mid Speed Car to serve the niche of the 2nd car in the family.

 

Our Artificial Intelligence (AI)-Enhanced Metaverse Division (information and content) is currently developing a groundbreaking white-label solution designed specifically for corporations, businesses, and the telecommunications industry. Delivering a full suite of immersive content services, creating a comprehensive virtual experience that can be accessed through the Web or our proprietary mobile apps. The features include up to four simultaneous video screens for versatile content presentation, various virtual halls such as the main hall, home hall, auditorium, exhibition space, shopping center, and meeting rooms. Stands for mobile application downloads, clickable gates for immediate purchasing, and direct communication tools are seamlessly integrated to foster collaboration, engagement, and interactivity. It goes beyond traditional virtual spaces by utilizing cutting-edge AI technology. This ensures video conferencing and real-time communication with other users within the Metaverse, offering our customers a collective and fully immersive experience that caters to diverse needs such as content acquisition, entertainment, and shared virtual experiences. It is a future-ready platform that encourages creativity, connectivity, and collaboration like never before.

 

The information contained on our websites is not incorporated by reference into this Quarterly Report on Form 10-Q and should not be considered part of this or any other report filed with the SEC.

 

Results of Operations

 

Revenues

 

Our total revenue reported for the three months ended September 30, 2023 was $39,757,203, compared with $21,936,634 for the three months ended September 30, 2022. These numbers reflect an increase of 81.24% quarter over quarter on our consolidated revenues. Our total revenue reported for the nine months ended September 30, 2023 was $97,248,561, compared with $65,055,661 for the nine months ended September 30, 2022. These numbers reflect an increase of 49.49% year over year on our consolidated revenues.

  

When looking at the numbers by subsidiary, we have the following breakout for the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022:

 

		Revenue Nine Months Ended
Subsidiary		September 30, 2023				September 30, 2022
Etelix.com USA, LLC		$	25,635,273			$	17,510,601
SwissLink Carrier AG			4,179,569				3,554,591
QGlobal LLC			780,934				317,594
IoT Labs LLC			53,279,140				39,733,761
Smartbiz Telecom			14,102,902				3,712,432
Whisl Telecom			3,400,087				2,624,573
Sub-total		$	101,377,905			$	67,453,552
Inter-company sales			(4,129,344	)			(2,397,891	)
		$	97,248,561			$	65,055,661

 

The continued growth of our revenue is the result of the development of our business strategy, which includes the strengthening of our commercial and operating activities and the synergies among all our subsidiaries.

 

Cost of Revenues

 

Our total cost of revenues for the three months ended September 30, 2023 increased to $38,728,682, compared with $20,621,674 for the three months ended September 30, 2022. Our total cost of revenues for the nine months ended September 30, 2023 increased to $94,218,838, compared with $62,410,367 for the nine months ended September 30, 2022.

 

When looking at the numbers by subsidiary, we have the following breakout for the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022:

 

		Cost of Revenue Nine Months Ended
Subsidiary		September 30, 2023				September 30, 2022
Etelix.com USA, LLC		$	25,364,275			$	16,818,292
SwissLink Carrier AG			3,568,774				2,969,719
QGlobal LLC			516,018				236,402
IoT Labs LLC			52,665,861				39,356,735
Smartbiz Telecom			13,435,881				3,330,051
Whisl Telecom			2,797,373				2,097,059
Sub-total		$	98,348,182			$	64,808,258
Inter-company sales			(4,129,344	)			(2,397,891	)
		$	94,218,838			$	62,410,367

 

 

Our cost of revenues consists of direct charges from vendors that the Company incurs to deliver services to its customers. These costs primarily consist of usage charges for calls and SMS terminated in vendor’s network.

 

The behavior in the costs shows a logical correlation with the behavior of the revenue commented above. We have reached a higher volume of sales and every additional unit sold (minutes and SMS) has its corresponding termination cost.

  

Gross Profit

 

The gross profit for the three months ended September 30, 2023 decreased to $1,028,521 from $1,314,960 for the same period of year 2022. However, for the nine months ended September 30, 2023 the gross profit increased to $3,029,723 from $2,645,294 for the same period of year 2022.

 

When looking at the numbers by subsidiary, we have the following breakout for the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022:

		Gross Margin Nine Months Ended
Subsidiary		September 30, 2023				September 30, 2022
Etelix.com USA, LLC		$	270,998			$	692,309
SwissLink Carrier AG			610,795				584,872
QGlobal LLC			264,916				81,192
IoT Labs LLC			613,279				377,026
Smartbiz Telecom			667,021				382,381
Whisl Telecom			602,714				527,514
		$	3,029,723			$	2,645,294

 

Operating Expenses

 

Operating expenses decreased to $957,768 for the three months ended September 30, 2023 from $1,256,147 for the three months ended September 30, 2022. But more importantly than comparing year 2023 with year 2022, we must highlight how the Operating Expenses have been decreasing every quarter during 2023, from $1,534,266 in the first quarter, to $1,037,184 in the second quarter and to $957,768 in this third quarter.

 

Operating expenses increased to $3,529,218 for the nine months ended September 30, 2023 from $3,390,097 for the nine months ended September 30, 2022. The details by major category for the nine months ended September 30, 2023 and 2022 is reflected in the table below:

 

		Nine Months Ended September 30,
		2023				2022
Salaries, Wages and Benefits		$	1,218,946			$	1,239,271
Technology			273,786				188,950
Professional Fees			821,780				475,143
Legal and Regulatory			168,908				199,768
Bad Debt Expense			1,344				26,299
Travel and Events			119,845				55,281
Public Cost			28,526				24,122
Advertising			535,193				486,153
Insurances			10,543				7,328
Bank Services and Fees			44,136				27,109
Financial Expenses			—				134,608
Depreciation and Amortization			103,246				91,221
Penalties and Settlements			—				110,767
Office, Facility and Other			172,020				231,947
Sub Total			3,498,273				3,297,967
Stock-based compensation			30,945				92,130
Total Operating Expense		$	3,529,218			$	3,390,097

 

 

The main reasons for the overall increase in operating expenses for the nine months ended September 30, 2023 compared to the same period of 2022 is due to the increase in the professional fees.

 

When looking at the numbers by subsidiary, we have the following breakout for the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022:

		Nine Months Ended September 30,
		2023				2022				Difference
iQSTEL		$	1,346,415				1,382,701				-36,286
Etelix			256,616				326,432				-69,816
SwissLink			562,310				597,810				-35,500
ItsBchain			28,945				12,653				16,292
QGlobal			184,698				133,532				51,166
IoT Labs			112,033				185,736				-73,703
Global Money One			47,759				109,627				-61,868
Smartbiz Telecom			526,079				246,268				279,811
Whisl Telecom			464,363				395,338				69,025
		$	3,529,218				3,390,097				139,121

 

Operating Income

 

The Operating Income increased to $70,753 for the three months ended September 30, 2023 from $58,813 for the three months ended September 30, 2022.

 

When comparing these values for the nine months ended September 30, 2023 with the same period in 2022, we also see an improvement going from a negative result of $744,803 in 2022, to a much smaller loss in 2023 of $499,495.

 

Despite the operating loss incurred during the nine months ended September 30, 2023, the Company has shown a positive evolution during year 2023 from an Operating loss of $317,530 in the first quarter, to a loss of $252,718 in the second quarter, to a third quarter Operating Income of $70,753.

 

Other Expenses/Other Income

 

We had other income of $224,938 for the nine months ended September 30, 2023, as compared with other expenses of $38,073 for the same period ended 2022. The difference between the compared periods in due to a positive change in fair value of derivative liabilities of $381,848.

 

Net Income/Loss

 

We finished the three months ended September 30, 2023 with a net income of $45,909, as compared to $27,312 during the three months ended September 30, 2022, which represent an increase of 68%. We also finished the nine months ended September 30, 2023 with a smaller loss of $274,557, as compared to a loss of $782,876 during the nine months ended September 30, 2022.

  

Liquidity and Capital Resources

 

As of September 30, 2023, we had total current assets of $11,788,194 and current liabilities of $9,914,097, resulting in a positive working capital of $1,874,097. This compares with a negative working capital of $15,089 at December 31, 2022.

 

Our operating activities used $434,701 in the nine months ended September 30, 2023 as compared with $1,488,901 used in operating activities in the nine months ended September 30, 2022.

 

 

Investing activities used $340,583 for the nine months ended September 30, 2023. Uses of funds in investing activities were primarily for the advances of amounts due from related parties of $189,767 and the purchase of property and equipment for $164,715.

 

Financing activities provided $1,454,756 in the nine months ended September 30, 2023 compared with $1,367,982 provided in the nine months ended September 30, 2022. Our positive financing cash flow in 2023 was largely the result of the proceeds from the exercise of warrants of $1,150,000.

 

Our current financial condition has improved significantly with a positive working capital of $1,874,097 and a cash position of $2,001,320 as of September 30, 2023. However, we intend to fund operations through increased sales and debt and/or equity financing arrangements to strengthen our liquidity and capital resources. We also plan to seek additional financing in a private equity offering to secure funding for operations. There can be no assurance that we will be successful in raising additional funding. If we are not able to secure additional funding, the implementation of our business plan will be impaired. There can be no assurance that such additional financing will be available to us on acceptable terms or at all.

 

Inflation

 

Although our operations are influenced by general economic conditions, we do not believe that inflation had a material effect on our results of operations during the nine-month period ended September 30, 2023.

 

Critical Accounting Polices

 

A “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

 

Our accounting policies are discussed in detail in the footnotes to our financial statements included in this Quarterly Report on Form 10-Q for the nine months ended September 30, 2023; however, we consider our critical accounting policies to be those related to allowance for doubtful accounts, valuation of long-lived assets, and income taxes. Management bases its estimates and judgments on historical experience and other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. See the Consolidated Financial Statements in this Quarterly Report for a complete discussion of our significant accounting policies.

 

Off Balance Sheet Arrangements

 

As of September 30, 2023, there were no off-balance sheet arrangements.

 

Recent Accounting Pronouncements

 

We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operation, financial position, or cash flow.

 

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

 

We are a smaller reporting company and are not required to provide the information under this item pursuant to Regulation S-K.

 

 

Item 4.  Controls and Procedures

 

Disclosure Controls and Procedures - Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this report.

 

These controls are designed to ensure that information required to be disclosed in the reports we file or submit pursuant to the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

 

Based on this evaluation, our CEO and CFO have concluded that our disclosure controls and procedures were ineffective as of September 30, 2023. Our management identified the following material weaknesses in our internal control over financial reporting, which are indicative of many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

 

We believe that our financial statements presented in this quarterly report on Form 10-Q fairly present, in all material respects, our financial position, results of operations, and cash flows for all periods presented herein.

 

Inherent Limitations - Our management, including our Chief Executive Officer and Chief Financial Officer, do not expect that our disclosure controls and procedures will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdown can occur because of simple error or mistake. In particular, many of our current processes rely upon manual reviews and processes to ensure that neither human error nor system weakness has resulted in erroneous reporting of financial data.

 

Changes in Internal Control over Financial Reporting - There were no changes in our internal control over financial reporting during the nine-month period ended September 30, 2023, which were identified in conjunction with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

   

PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings

 

We are not a party to any material pending legal proceedings. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

 

Item 1A: Risk Factors

 

See Risk Factors contained in our Form 10-K filed with the SEC on April 14, 2023.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

The information set forth below relates to our issuances of securities without registration under the Securities Act of 1933.

 

During the nine months ended September 30, 2023, the Company issued 8,635,884 shares of common stock, valued at fair market value on issuance as follows:

 

•

180,000 shares for compensation to our directors valued at $30,945; and

•

8,455,884 shares for exercise of warrants for $1,150,000.

 

Item 3. Defaults upon Senior Securities

 

None

 

Item 4. Mine Safety Disclosures

 

N/A

 

Item 5. Other Information

 

None

 

Item 6. Exhibits

Exhibit Number	Description of Exhibit
31.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101**	The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 formatted in Extensible Business Reporting Language (XBRL).
	**Provided herewith

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on November 14, 2023 on its behalf by the undersigned thereunto duly authorized.

 

IQSTEL INC.
/s/Leandro Iglesias
Leandro Iglesias Principal Executive Officer
/s/ Alvaro Quintana Cardona
Alvaro Quintana Cardona Principal Financial and Accounting Officer

 

 

 

 

 

CERTIFICATIONS

 

I, Leandro Iglesias, certify that;

 

1.

I have reviewed this quarterly report on Form 10-Q for the quarter ended September 30, 2023 of iQSTEL Inc. (the “registrant”);

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c.

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d.

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: November 14, 2023

 

/s/ Leandro Iglesias

By: Leandro Iglesias

Title: Chief Executive Officer

CERTIFICATIONS

 

I, Alvaro Quintana Cardona, certify that;

 

1.

I have reviewed this quarterly report on Form 10-Q for the quarter ended September 30, 2023 of iQSTEL Inc. (the “registrant”);

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c.

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d.

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: November 14, 2023

 

/s/ Alvaro Quintana Cardona

By: Alvaro Quintana Cardona

Title: Chief Financial Officer

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND

CHIEF FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the quarterly Report of iQSTEL, Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2023 filed with the Securities and Exchange Commission (the “Report”), I, Leandro Iglesias, Chief Executive Officer, and I, Alvaro Quintana Cardona, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

1.

The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

 

2.

The information contained in the Report fairly presents, in all material respects, the consolidated financial condition of the Company as of the dates presented and the consolidated result of operations of the Company for the periods presented.

 

By:	/s/ Leandro Iglesias
Name:	Leandro Iglesias
Title:	Principal Executive Officer
Date:	November 14, 2023
By:	/s/ Alvaro Quintana Cardona
Name:	Alvaro Quintana Cardona
Title:	Principal Financial Officer
Date:	November 14, 2023

 

This certification has been furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

v3.23.3

Cover - shares	9 Months Ended
	Sep. 30, 2023	Nov. 14, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2023
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	000-55984
Entity Registrant Name	iQSTEL Inc.
Entity Central Index Key	0001527702
Entity Tax Identification Number	45-2808620
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	300 Aragon Avenue
Entity Address, Address Line Two	Suite 375
Entity Address, City or Town	Coral Gables
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33134
City Area Code	954
Local Phone Number	951-8191
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		171,529,630

v3.23.3

Consolidated Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Current Assets
Cash	$ 2,001,320	$ 1,329,389
Accounts receivable, net	7,635,615	4,209,125
Inventory	27,121	26,124
Due from related parties	427,194	326,324
Prepaid and other current assets	1,696,944	545,628
Total Current Assets	11,788,194	6,436,590
Property and equipment, net	463,036	401,021
Intangible asset	99,592	99,592
Goodwill	5,172,146	5,172,146
Deferred tax assets	444,504	440,135
Other asset	156,388
TOTAL ASSETS	18,123,860	12,549,484
Current Liabilities
Accounts payable	4,014,529	2,254,636
Accrued and other current liabilities	5,204,219	2,482,352
Due to related parties	26,613	26,613
Loans payable - net of discount of $7,500 and $0, respectively	252,779	94,342
Loans payable - related parties	238,291	235,949
Convertible note - net of discount of $20,856 and $0, respectively	177,666
Derivative liabilities		1,357,787
Total Current Liabilities	9,914,097	6,451,679
Loans payable, non-current	91,018	108,150
Employee benefits, non-current	155,909	154,238
TOTAL LIABILITIES	10,161,024	6,714,067
Stockholders' Equity
Common stock: 300,000,000 authorized; $0.001 par value 170,231,395 and 161,595,511 shares issued and outstanding, respectively	170,232	161,595
Additional paid in capital	34,350,837	31,136,120
Accumulated deficit	(25,960,018)	(24,504,395)
Accumulated other comprehensive loss	(33,485)	(33,557)
Equity attributed to stockholders of iQSTEL Inc.	8,527,607	6,759,794
Deficit attributable to noncontrolling interests	(564,771)	(924,377)
TOTAL STOCKHOLDERS' EQUITY	7,962,836	5,835,417
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	18,123,860	12,549,484
Preferred Class A [Member]
Stockholders' Equity
Preferred stock: 1,200,000 authorized; $0.001 par value	10	10
Preferred Class B [Member]
Stockholders' Equity
Preferred stock: 1,200,000 authorized; $0.001 par value	31	21
Preferred Class C [Member]
Stockholders' Equity
Preferred stock: 1,200,000 authorized; $0.001 par value

v3.23.3

Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2023	Dec. 31, 2022	Jan. 07, 2021	Nov. 11, 2020	Nov. 03, 2020
Preferred Stock, Shares Authorized	1,200,000	1,200,000
Preferred Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Preferred Class A [Member]
Preferred Stock, Shares Authorized	10,000	10,000			10,000
Preferred Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001			$ 0.001
Preferred Stock, Shares Issued	10,000	10,000
Preferred Stock, Shares Outstanding	10,000	10,000
Preferred Class B [Member]
Preferred Stock, Shares Authorized	200,000	200,000		200,000
Preferred Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001		$ 0.001
Preferred Stock, Shares Issued	31,080	21,000
Preferred Stock, Shares Outstanding	31,080	21,000
Preferred Class C [Member]
Preferred Stock, Shares Authorized	200,000	200,000	200,000
Preferred Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001	$ 0.001
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0

v3.23.3

Consolidated Statements of Operations - USD ($)	3 Months Ended		6 Months Ended	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Jun. 30, 2022	Sep. 30, 2023
Income Statement [Abstract]
Revenues	$ 39,757,203	$ 21,936,634	$ 65,055,661	$ 97,248,561
Cost of revenue	38,728,682	20,621,674	62,410,367	94,218,838
Gross profit	1,028,521	1,314,960	2,645,294	3,029,723
Operating expenses
General and administration	957,768	1,256,147	3,390,097	3,529,218
Total operating expenses	957,768	1,256,147	3,390,097	3,529,218
Operating income (loss)	70,753	58,813	(744,803)	(499,495)
Other income (expense)
Other income	2,607	43,219	38,591	3,126
Other expenses	(32,505)	(71,027)	(54,247)	(105,714)
Interest expense	(34,219)	(3,693)	(22,417)	(54,322)
Change in fair value of derivative liabilities	39,273			381,848
Total other income (expense)	(24,844)	(31,501)	(38,073)	224,938
Net income (loss) before provision for income taxes	45,909	27,312	(782,876)	(274,557)
Income taxes
Net income (loss)	45,909	27,312	(782,876)	(274,557)
Less: Net income attributable to noncontrolling interests	107,922	96,175	192,137	364,586
Net loss attributed to iQSTEL Inc.	(62,013)	(68,863)	(975,013)	(639,143)
Dividend on Series B Preferred Stock	(816,480)			(816,480)
Net loss attributed to stockholders of iQSTEL Inc.	(878,493)	(68,863)	(975,013)	(1,455,623)
Comprehensive income (loss)
Net income (loss)	45,909	27,312	(782,876)	(274,557)
Foreign currency adjustment	(4,428)	(1,096)	(2,503)	142
Total comprehensive income (loss)	41,481	26,216	(785,379)	(274,415)
Less: Comprehensive income attributable to noncontrolling interests	105,753	95,638	190,911	364,656
Net comprehensive loss attributed to iQSTEL Inc.	$ (64,272)	$ (69,422)	$ (976,290)	$ (639,071)
Basic and diluted loss per common share	$ (0.01)	$ (0.00)	$ (0.01)	$ (0.01)
Weighted average number of common shares outstanding - Basic and diluted	168,185,122	151,750,426	150,057,315	165,640,341

v3.23.3

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 - June 30, 2022 at Dec. 31, 2021	$ 10	$ 21	$ 147,477	$ 25,842,982	$ (18,536,921)	$ (36,658)	$ 7,416,911	$ (996,013)	$ 6,420,898
Shares, Issued at Dec. 31, 2021	10,000	21,000	147,477,358
Common stock issued for compensation			$ 60	41,079			41,139		41,139
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture			60,000
Foreign currency translation adjustments						(196)	(196)	(188)	(384)
Net income (loss)					(554,970)		(554,970)	30,239	(524,731)
Common stock issued for cash			$ 2,000	998,000			1,000,000		1,000,000
Stock Issued During Period, Shares, New Issues			2,000,000
Balance - September 30, 2022 at Mar. 31, 2022	$ 10	$ 21	$ 149,537	26,882,061	(19,091,891)	(36,854)	7,902,884	(965,962)	6,936,922
Shares, Issued at Mar. 31, 2022	10,000	21,000	149,537,358
Balance - June 30, 2022 at Dec. 31, 2021	$ 10	$ 21	$ 147,477	25,842,982	(18,536,921)	(36,658)	7,416,911	(996,013)	6,420,898
Shares, Issued at Dec. 31, 2021	10,000	21,000	147,477,358
Resolution of derivative liabilities upon exercise of warrant
Net income (loss)							(975,013)
Common stock issued and to be issued for acquisition of subsidiaries							1,550,000
Common stock issued for asset acquisition							357,500
Common stock issued for settlement of debt							80,674
Balance - September 30, 2022 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 - June 30, 2022 at Mar. 31, 2022	$ 10	$ 21	$ 149,537	26,882,061	(19,091,891)	(36,854)	7,902,884	(965,962)	6,936,922
Shares, Issued at Mar. 31, 2022	10,000	21,000	149,537,358
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 income (loss)					(351,180)		(351,180)	65,723	(285,457)
Stock Issued During Period, Shares, New Issues
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]
Warrant granted				500,000			500,000		500,000
Stock Issued During Period, Shares, Restricted Stock Award, Gross
Balance - September 30, 2022 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
Common stock issued for compensation			$ 60	20,440			20,500		20,500
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture			60,000
Foreign currency translation adjustments						(559)	(559)	(537)	(1,096)
Net income (loss)					(68,863)		(68,863)	96,175	27,312
Stock Issued During Period, Shares, New Issues
Common stock issued for asset acquisition			$ 50	32,450			32,500		32,500
Stock Issued During Period, Shares, Acquisitions			50,000
Common stock issued for settlement of debt			$ 161	80,513			80,674		80,674
[custom:CommonStockIssuedForSettlementOfDebtShares]			161,367
Balance - September 30, 2022 at Sep. 30, 2022	$ 10	$ 21	$ 151,830	29,437,832	(19,511,934)	(37,935)	10,039,824	(838,158)	9,201,666
Shares, Issued at Sep. 30, 2022	10,000	21,000	151,830,378
Balance - June 30, 2022 at Dec. 31, 2022	$ 10	$ 21	$ 161,595	31,136,120	(24,504,395)	(33,557)	6,759,794	(924,377)	5,835,417
Shares, Issued at Dec. 31, 2022	10,000	21,000	161,595,511
Common stock issued for warrant exercises			$ 2,942	397,058			400,000		400,000
Stock Issued During Period, Shares, Conversion of Convertible Securities			2,941,177
Common stock issued for compensation			$ 60	11,170			11,230		11,230
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture			60,000
Resolution of derivative liabilities upon exercise of warrant				240,258			240,258		240,258
Foreign currency translation adjustments						804	804	773	1,577
Net income (loss)					(363,185)		(363,185)	204,363	(158,822)
Balance - September 30, 2022 at Mar. 31, 2023	$ 10	$ 21	$ 164,597	31,784,606	(24,867,580)	(32,753)	7,048,901	(719,241)	6,329,660
Shares, Issued at Mar. 31, 2023	10,000	21,000	164,596,688
Balance - June 30, 2022 at Dec. 31, 2022	$ 10	$ 21	$ 161,595	31,136,120	(24,504,395)	(33,557)	6,759,794	(924,377)	5,835,417
Shares, Issued at Dec. 31, 2022	10,000	21,000	161,595,511
Common stock issued for compensation							$ 30,945
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture							180,000
Resolution of derivative liabilities upon exercise of warrant							$ 975,939
Net income (loss)							$ (639,143)
Stock Issued During Period, Shares, New Issues							8,635,884
Common stock issued and to be issued for acquisition of subsidiaries
Common stock issued for asset acquisition
Common stock issued for settlement of debt
Balance - September 30, 2022 at Sep. 30, 2023	$ 10	$ 31	$ 170,232	34,350,837	(25,960,018)	(33,485)	8,527,607	(564,771)	7,962,836
Shares, Issued at Sep. 30, 2023	10,000	31,080	170,231,395
Balance - June 30, 2022 at Mar. 31, 2023	$ 10	$ 21	$ 164,597	31,784,606	(24,867,580)	(32,753)	7,048,901	(719,241)	6,329,660
Shares, Issued at Mar. 31, 2023	10,000	21,000	164,596,688
Common stock issued for compensation			$ 60	6,840			6,900		6,900
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture			60,000
Foreign currency translation adjustments						1,527	1,527	1,466	2,993
Net income (loss)					(213,945)		(213,945)	52,301	(161,644)
Balance - September 30, 2022 at Jun. 30, 2023	$ 10	$ 21	$ 164,657	31,791,446	(25,081,525)	(31,226)	6,843,383	(665,474)	6,177,909
Shares, Issued at Jun. 30, 2023	10,000	21,000	164,656,688
Common stock issued for warrant exercises			$ 5,515	994,485			1,000,000		1,000,000
Stock Issued During Period, Shares, Conversion of Convertible Securities			5,514,707
Common stock issued for compensation			$ 60	12,755			12,815		12,815
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture			60,000
Resolution of derivative liabilities upon exercise of warrant				735,681			735,681		735,681
Foreign currency translation adjustments						(2,259)	(2,259)	(2,169)	(4,428)
Net income (loss)					(62,013)		(62,013)	107,922	45,909
Series B Preferred stock issued as dividend		$ 10		816,470	(816,480)
[custom:StockIssuedDuringPeriodSharesSeriesBPreferredIssuedAsDividend]		10,080
[custom:ResolutionOfDerivativeLiabilitiesShares]
Dividend to non-controlling interest								(5,050)	(5,050)
[custom:DividendToNonControllingInterestShares]
Balance - September 30, 2022 at Sep. 30, 2023	$ 10	$ 31	$ 170,232	$ 34,350,837	$ (25,960,018)	$ (33,485)	$ 8,527,607	$ (564,771)	$ 7,962,836
Shares, Issued at Sep. 30, 2023	10,000	31,080	170,231,395

v3.23.3

Consoolidated Statements of Cash Flows - USD ($)	3 Months Ended				6 Months Ended	9 Months Ended
	Sep. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Jun. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ 45,909		$ 27,312		$ (782,876)	$ (274,557)	$ (782,876)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation					111,029	30,945
Bad debt expense					26,299	1,344
Depreciation and amortization					91,221	103,246
Amortization of debt discount					7,407	21,404
Change in fair value of derivative liabilities						(381,848)
Changes in operating assets and liabilities:
Accounts receivable					(832,263)	(3,422,703)
Inventory					(26,124)	(997)
Prepaid and other current assets					(31,714)	(1,057,311)
Due from related parties					(5,143)	69,948
Accounts payable					(97,373)	2,604,856
Accrued and other current liabilities					50,636	1,870,972
Net cash used in operating activities					(1,488,901)	(434,701)
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions of subsidiaries, net of cash acquired					(1,814,132)
Purchase of property and equipment					(86,491)	(164,715)
Advances of amounts due from related parties					(1,000)	(189,767)
Collection of amounts due from related parties					400	13,899
Net cash used in investing activities					(1,901,223)	(340,583)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from loans payable						150,000
Repayments of loans payable					(232,018)	(9,006)
Proceeds from common stock issued					1,100,000
Proceeds from exercise of warrants						1,150,000
Proceeds from convertible notes						250,000
Deposit for option					500,000
Repayment of convertible notes						(86,238)
Net cash provided by financing activities					1,367,982	1,454,756
Effect of exchange rate changes on cash					(17,690)	(7,541)
Net change in cash					(2,039,832)	671,931
Cash, beginning of period		$ 1,329,389	1,294,981		3,334,813	1,329,389	$ 3,334,813
Cash, end of period	2,001,320			$ 1,294,981	1,294,981	2,001,320
Supplemental cash flow information
Cash paid for interest					3,333	25,941
Cash paid for taxes
Non-cash transactions:
Series B Preferred stock issued as dividend						816,480
Common stock issued for asset acquisition			32,500	325,000	357,500
Common stock issued for acquisitions of subsidiaries				$ 1,550,000	1,550,000
Common stock issued for conversion of debt			$ 80,674		80,674
Resolution of derivative liabilities upon exercise of warrants	$ 735,681	$ 240,258				$ 975,939

v3.23.3

NOTE 1 -ORGANIZATION AND DESCRIPTION OF BUSINESS	9 Months Ended
	Sep. 30, 2023
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 on June 24, 2011, under the name of B-Maven Inc. The Company changed its name to PureSnax International, Inc. on September 18, 2015; and more recently it changed its name to iQSTEL Inc. on August 7, 2018.   The Company is a technology company with presence in 19 countries and 70 employees that is offering leading-edge services through its four business divisions.   The Telecom Division, which represents the majority of current operations and which also represents the source for all of the Company’s revenues, offers VoIP, SMS, proprietary Internet of Things (IoT) solutions (www.iotsmartgas.com and www.iotsmarttank.com), and international fiber-optic connectivity through its subsidiaries: Etelix.com USA, LLC, SwissLink Carrier AG, Smartbiz Telecom LLC, Whisl Telecom LLC, IoT Labs, LLC, and QGlobal SMS, LLC.   The Company’s developing Fintech Business Line offers a complete Fintech ecosystem MasterCard Debit Card, US Bank Account (No SSN Needed), Mobile App/Wallet (Remittances, Mobile Top Up). The Company’s Fintech subsidiary, Global Money One Inc., is to provide immigrants access to reliable financial services that makes it easier to manage their money and stay connected with their families back home.   The Company’s developing BlockChain Platform Business Line offers our proprietary Mobile Number Portability Application (MNPA) to serve the in-country portability needs through its subsidiary, itsBchain, LLC.   The Company’s developing Electric Vehicle (EV) Business Line offers electric motorcycles for work and recreational use in the USA, Spain, Portugal, Panama, Colombia, and Venezuela. EVOSS is also working on the development of an EV Mid Speed Car to serve the niche of the 2nd car in the family.

v3.23.3

NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES   Basis of Presentation   The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for annual financial statements.   In the opinion of the Company’s management, the accompanying unaudited interim consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of September 30, 2023 and the results of operations and cash flows for the periods presented. The results of operations for the nine months ended September 30, 2023 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on April 14, 2023.     Consolidation Policy   The consolidated financial statements of the Company include the accounts of the Company and its owned subsidiaries, Etelix.com USA, LLC (“Etelix”), SwissLink Carrier AG (“Swisslink”), itsBchain, LLC (“ItsBchain”), QGLOBAL SMS, LLC (“QGlobal”), IoT Labs, LLC (“IoT Labs”), Global Money One Inc. (“Global Money One”), Whisl Telecom LLC (“Whisl”) and Smartbiz Telecom LLC (“Smartbiz”). All significant intercompany balances and transactions have been eliminated in consolidation.    Use of Estimates   The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.   Foreign Currency Translation and Re-measurement   The Company translates its foreign operations to U.S. dollars in accordance with ASC 830, “Foreign Currency Matters”.   The functional currency and reporting currency of Etelix, QGlobal, ItsBchain, IoT Labs, Whisl, Smartbiz and Global Money One is the U.S. dollar, while SwissLink’s functional currency is the Swiss Franc (“CHF”).   SwissLink translates their records into U.S. dollars as follows:   • Assets and liabilities at the rate of exchange in effect at the balance sheet date; • Equities at historical rate; and • Revenue and expense items at the average rate of exchange prevailing during the period.     Adjustments arising from such translations are included in accumulated other comprehensive income (loss) in stockholders’ equity.   Cash and Cash Equivalents   Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. The Company had no cash equivalents at September 30, 2023 and December 31, 2022.   Accounts Receivable and Allowance for Uncollectible Accounts   Substantially all of the Company’s accounts receivable balance is related to trade receivables. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. Under the expected credit loss model, the Company reviews its allowance for doubtful accounts daily and past due balances over 60 days and a specified amount is 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 nine months ended September 30, 2023 and 2022, the Company recorded bad debt expense of $1,344 and $26,299, respectively.     Net Income (Loss) Per Share of Common Stock   The Company has adopted ASC 260, ”Earnings per Share,” which requires presentation of basic earnings per share on the face of the statements of operations for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic earnings per share computation. In the accompanying financial statements, basic loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed by dividing net income by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent share arrangements, stock options and warrants unless the result would be antidilutive. Dilutive potential common shares include outstanding warrants and Series B Preferred stock, and these were excluded from the computation of diluted net loss per share as the result was anti-dilutive for the nine months ended September 30, 2023 and 2022.   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 nine months ended September 30, 2023, 11 customers represented 87.8% of our revenue compared to 10 customers represented 87% of our revenues for the nine months ended September 30, 2022.   Financial Instruments   The Company follows ASC 820, “Fair Value Measurements and Disclosures,” which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:   Level 1   Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.   Level 2   Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.   Level 3   Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.   The carrying values of our financial instruments, including, cash; accounts receivable; prepaid and other current assets; accounts payable; accrued liabilities and other current liabilities; and due from/to related parties approximate their fair values due to the short-term maturities of these financial instruments.   Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated. It is not, however, practical to determine the fair value of amounts due to related parties due to their related party nature.      Derivative Financial Instruments   The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. We evaluate all of our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company used a Black-Scholes valuation model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.   Revenue Recognition   The Company recognizes revenue from telecommunication services in accordance with ASC 606, “Revenue from Contracts with Customers.”   The Company recognizes revenue related to monthly usage charges and other recurring charges during the period in which the telecommunication services are rendered, provided that persuasive evidence of a sales arrangement exists, and collection is reasonably assured. Management considers persuasive evidence of a sales arrangement to be a written interconnection agreement. The Company’s payment terms vary by client.   Recent Accounting Pronouncements   In June 2022, the FASB issued ASU 2022-03, ASC Subtopic “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions.” These amendments clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments in this update are effective for public business entities for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2023. Early adoption is permitted. The Company is currently assessing the impact of the adoption of this standard on its consolidated financial statements.   In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments Credit Losses —Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 requires a financial asset (or group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected, which includes the Company’s accounts receivable. This ASU is effective for the Company for reporting periods beginning after December 15, 2022.  The Company adopted this accounting pronouncement on January 1, 2023 and it did not have any impact to its financial statements.   The Company has reviewed all other recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on our financial statements.

v3.23.3

NOTE 3 - GOING CONCERN	9 Months Ended
	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
NOTE 3 - GOING CONCERN	NOTE 3 - GOING CONCERN   The Company's consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has suffered recurring losses from operations and does not have an established source of revenues sufficient to cover its operating costs. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.     The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish its business plan and eventually attain profitable operations.   During the next year, the Company's foreseeable cash requirements will relate to continual development of the operations of its business, maintaining its good standing in the industry and continuing its marketing efforts. The Company may experience a cash shortfall and be required to raise additional capital.   Historically, the Company has relied upon funds from its stockholders. Management may raise additional capital through future public or private offerings of the Company's stock or through loans from private investors, although there can be no assurance that it will be able to obtain such financing. The Company's failure to do so could have a material and adverse effect upon its operations and its stockholders.

v3.23.3

NOTE 4 – PREPAID AND OTHER CURRENT ASSETS	9 Months Ended
	Sep. 30, 2023
Business Combination and Asset Acquisition [Abstract]
NOTE 4 – PREPAID AND OTHER CURRENT ASSETS	NOTE 4 – PREPAID AND OTHER CURRENT ASSETS   Prepaid and other current assets as of September 30, 2023 and December 31, 2022 consisted of the following:       September 30,   December 31,     2023   2022 Other receivable   $ 176,121     $ 120,139   Prepaid expenses     871,930       26,600   Advance payment     21,000       21,000   Tax receivable     393       389   Deposit for acquisition of asset     357,500       357,500   Subscription receivable     250,000       —     Security deposit     20,000       20,000   Total prepaid and other current assets   $ 1,696,944     $ 545,628

v3.23.3

NOTE 5 – PROPERTY AND EQUIPMENT	9 Months Ended
	Sep. 30, 2023
Property, Plant and Equipment [Abstract]
NOTE 5 – PROPERTY AND EQUIPMENT	NOTE 5 – PROPERTY AND EQUIPMENT   Property and equipment as of September 30, 2023 and December 31, 2022 consisted of the following:       September 30,   December 31,     2023   2022 Telecommunication equipment   $ 360,813     $ 317,958   Telecommunication software     762,887       640,566   Other equipment     99,346       99,126   Total property and equipment     1,223,046       1,057,650   Accumulated depreciation and amortization     (760,010 )     (656,629 ) Total property and equipment   $ 463,036     $ 401,021     Depreciation expense for the nine months ended September 30, 2023 and 2022 amounted to $103,246 and $91,221, respectively.

v3.23.3

NOTE 6 –LOANS PAYABLE	9 Months Ended
	Sep. 30, 2023
Debt Disclosure [Abstract]
NOTE 6 –LOANS PAYABLE	NOTE 6 –LOANS PAYABLE   Loans payable as of September 30, 2023 and December 31, 2022 consisted of the following:       September 30,   December 31,           2023   2022   Term   Interest rate Martus   $ 95,279     $ 94,342     Note was issued on October 23, 2018 and due on January 2, 2024     5.0 % Darlene Covid19     91,018       108,150     Note was issued on April 1, 2020 and due on March 31, 2025     0.0 % Promissory note payable     165,000       —       Note was issued April 4, 2023 and due on April 4, 2024     24.0 % Total     351,297       202,492               Less: Unamortized debt discount     (7,500 )      —                Total loans payable     343,797       202,492               Less: Current portion of loans payable     (252,779 )     (94,342 )             Long-term loans payable   $ 91,018     $ 108,150                    Loans payable - related parties as of September 30, 2023 and December 31, 2022 consisted of the following:       September 30,   December 31,           2023   2022   Term   Interest rate 49% of Shareholder of SwissLink   $ 19,844     $ 19,649     Note is due on demand     0 % 49% of Shareholder of SwissLink     218,447       216,300     Note is due on demand     5 % Total     238,291       235,949               Less: Current portion of loans payable     238,291       235,949               Long-term loans payable   $ —       $ —                     During the nine months ended September 30, 2023, the Company borrowed from a third party totaling $165,000, which includes original issue discount and financing costs of $15,000.   During the nine months ended September 30, 2023 and 2022, the Company recorded interest expense of $19,250 and $22,417 and recognized amortization of discount, included in interest expense, of $7,500 and $7,406, respectively.

v3.23.3

NOTE 7 – CONVERTIBLE NOTE	9 Months Ended
	Sep. 30, 2023
Debt Disclosure [Abstract]
NOTE 7 – CONVERTIBLE NOTE	NOTE 7 – CONVERTIBLE NOTE   During the nine months ended September 30, 2023, the Company borrowed from a third party totaling $284,760, which includes original issue discount and financing costs of $34,760. The note is due on June 1, 2024 and a one-time interest charge of 12% shall be applied. Accrued, unpaid interest and outstanding principal shall be paid in 10 payments each in the amount of $31,893 beginning on July 16, 2023. The note is convertible at the option of the holders at any time following an event of default, and the conversion price is 75% multiplied by the lowest trading price of Company’s common stock during the 10 trading days prior to the conversion date.   During the nine months ended September 30, 2023, the Company recorded interest expense of $13,668 and recognized amortization of discount, included in interest expense, of $13,904.

v3.23.3

NOTE 8 – WARRANTS	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
NOTE 8 – WARRANTS	NOTE 8 – WARRANTS   On April 5, 2022, we entered into a Common Stock Purchase Option Agreement with Apollo Management Group, Inc (Holder) to subscribe for and purchase from the Company, 4,800,000 shares of Common Stock with an exercise price per share of $2.00; and an initial exercisable date on September 30, 2022. The purchase price of this option was $500,000. The Company determined that the warrants had a fixed monetary value with a variable number of shares at inception and categorized the warrants as a liability in the accompanying consolidated financial statements.   The Holder and the Company agreed that the Holder had the right and the obligation to exercise, on a cashless basis, $1,000,000 of the Options not later than October 15, 2022. Thereafter, the Holder shall undertake to exercise not less than (i) $400,000 of the Options on a “cash basis” not later than the later of (y) November 14, 2022 or (z) the date on which there is an effective registration statement permitting the issuance of the Option Shares to or resale of the Option Shares by the Holder and (ii) an additional $400,000 of the Options on a “cash basis” not later than the latest of (x) thirty (30) days following the exercise of the Option under subsection (i), above, (y) December 14, 2022, or (z) the date on which there is an effective registration statement permitting the issuance of the Option Shares to or resale of the Option Shares by the Holder. From and after the occurrence of the three above-referenced exercises, each additional exercise of Options hereunder shall be in an amount not less than $200,000 and exercised only on a cash basis.   The Holder’s obligation to exercise each specified portion of this option on the specific dates above is subject to the volume-weighted average price (“VWAP”, market value), being not less than $0.20 per share on the relevant option exercise date. Adjusted option shares at VWAP of $0.20 shall be 48,000,000 shares.   A summary of activity regarding warrants issued as follows:                               Warrants Outstanding         Shares   Weighted Average Exercise Price   Weighted Average Remaining Contractual life (in years) Outstanding, December 31, 2022     23,112,575     $ 0.17       0.75   Granted     —         —         —     Increase in number of warrants by VWAP     5,262,465       0.14       —     Exercised     (10,294,119 )     0.14       0.70   Expired     (18,080,921 )     —         —     Outstanding, September 30, 2023     —       $ —         —

v3.23.3

NOTE 9 – DERIVATIVE LIABILITIES	9 Months Ended
	Sep. 30, 2023
Note 9 Derivative Liabilities
NOTE 9 – DERIVATIVE LIABILITIES	NOTE 9 – DERIVATIVE LIABILITIES   Fair Value Assumptions Used in Accounting for Derivative Liabilities   ASC 815, “Derivatives and Hedging,” requires we assess the fair market value of derivative liabilities at the end of each reporting period and recognize any change in the fair market value as other income or expense.   The Company determined our derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the fair value as of September 30, 2023. The Black-Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement.   For the nine months ended September 30, 2023 and year ended December 31, 2022, the estimated fair values of the liabilities measured on a recurring basis are as follows:                         Nine months ended       Year ended         September 30,       December 31,         2023       2022   Expected term      0.00 - 0.75 years        0.75 - 1.49 years   Expected average volatility      18% - 187%        83% - 152%   Expected dividend yield     —         —     Risk-free interest rate      4.67% - 5.55%        0.06% - 4.73%       The following table summarizes the changes in the derivative liabilities during the nine months ended September 30, 2023:   Fair Value Measurements Using Significant Observable Inputs (Level 3)           Balance - December 31, 2022   $ 1,357,787             Settled on issuance of common stock     (975,939 ) Change in fair value of the warrant     (381,848 ) Balance - September 30, 2023   $ —       The following table summarizes the change in fair value of derivative liabilities included in the income statement for the nine months ended September 30, 2023 and 2022, respectively.       Nine months ended     September 30,     2023   2022 Addition of new derivatives recognized as loss on derivatives   $ —       $ —     Revaluation of derivative liabilities     (381,848 )     —     (Gain) on change in fair value of derivative liability   $ (381,848 )   $ —

v3.23.3

NOTE 10 – STOCKHOLDERS’ EQUITY	9 Months Ended
	Sep. 30, 2023
Equity [Abstract]
NOTE 10 – STOCKHOLDERS’ EQUITY	NOTE 10 – STOCKHOLDERS’ EQUITY   The Company’s authorized capital consists of 300,000,000 shares of common stock with a par value of $0.001 per share.   Series A Preferred Stock   On November 3, 2020, pursuant to Article III of our Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock entitled Series A Preferred Stock, consisting of up 10,000 shares, par value $0.001. Under the Certificate of Designation, holders of Series A Preferred Stock will participate on an equal basis per-share with holders of our common stock in any distribution upon winding up, dissolution, or liquidation. Holders of Series A Preferred Stock are entitled to vote together with the holders of our common stock on all matters submitted to stockholders at a rate of 51% of the total vote of stockholders.   The rights of the holders of Series A Preferred Stock are defined in the relevant Certificate of Designation filed with the Nevada Secretary of State on November 3, 2020.   As of September 30, 2023 and December 31, 2022, 10,000 shares of Series A Preferred Stock were issued and outstanding.   Series B Preferred Stock   On November 11, 2020, pursuant to Article III of our Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock entitled Series B Preferred Stock, consisting of up 200,000 shares, par value $0.001. Under the Certificate of Designation, holders of Series B Preferred Stock will receive a liquidation preference of $81 per share in any distribution upon winding up, dissolution, or liquidation of the Company before junior security holders, as provided in the designation. Holders of Series B Preferred Stock are entitled to receive as, when, and if declared by the Board of Directors, dividends in kind at an annual rate equal to twenty four percent (24%) of $81 per share for each of the then outstanding shares of Series B Preferred Stock, calculated on the basis of a 360-day year consisting of twelve 30-day months. Holders of Series B Preferred Stock do not have voting rights but may convert into common stock after twelve months from the issuance date, at a conversion rate of one thousand (1,000) shares of Common Stock for every one (1) share of Series B Preferred Stock. Upon conversion, the shares are subject to a one-year restriction on sales into the market of no more than 5% previous month’s stock liquidity.   In August 2023, the Company declared and issued 10,080 shares Series B stock to our management as dividends, valued at $816,480.   As of September 30, 2023 and December 31, 2022, 31,080 and 21,000 shares of Series B Preferred Stock were issued and outstanding, respectively.   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 shares, par value $0.001. Under the Certificate of Designation, holders of Series C Preferred Stock will rank junior to the Series B Preferred Stock, but on par with common stock and Series A Preferred Stock in any distribution upon winding up, dissolution, or liquidation of the company, as provided in the designation. The holders of shares of Series C Preferred Stock have no dividend rights except as may be declared by the Board in its sole and absolute discretion, out of funds legally available for that purpose. Holders of Series C Preferred Stock do not have voting rights but may convert into common stock after twenty four months from the issuance date, at a conversion rate of one thousand (1,000) shares of Common Stock for every one (1) share of Series C Preferred Stock. Upon conversion, the shares are subject to a one-year restriction on sales into the market of no more than 5% previous month’s stock liquidity.     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 September 30, 2023 and December 31, 2022, no Series C Preferred Stock was issued or outstanding.   Common Stock   During the nine months ended September 30, 2023, the Company issued 8,635,884 shares of common stock, valued at fair market value on issuance as follows:   • 180,000 shares for compensation to our directors valued at $30,945; and • 8,455,884 shares for exercise of warrants for $1,150,000.    As of September 30, 2023 and December 31, 2022, 170,231,395 and 161,595,511 shares of common stock were issued and outstanding, respectively.   Subscription receivable   On September 29, 2023, 1,838,235 warrants were exercised; however, the Company received cash of $250,000 and issued 1,838,235 shares in October 2023. As of September 30, 2023, the Company recorded subscription receivable of $250,000 in prepaid and other current assets.

v3.23.3

NOTE 11 - RELATED PARTY TRANSACTIONS	9 Months Ended
	Sep. 30, 2023
Related Party Transactions [Abstract]
NOTE 11 - RELATED PARTY TRANSACTIONS	NOTE 11 - RELATED PARTY TRANSACTIONS   Due from related parties   As of September 30, 2023 and December 31, 2022, the Company had amounts due from related parties of $427,194 and $326,324, respectively. The loans are unsecured, non-interest bearing and due on demand.   Due to related parties   As of September 30, 2023 and December 31, 2022, the Company had amounts due to related parties of $26,613. The amounts are unsecured, non-interest bearing and due on demand.    Employment agreements   During the nine months ended September 30, 2023 and 2022, the Company recorded management salaries of $402,000 and $405,000 and stock-based compensation bonuses of $30,945 and $92,130, respectively.   As of September 30, 2023 and December 31, 2022, the Company recorded and accrued management salaries of $65,627 and $79,628, respectively.

v3.23.3

NOTE 12 – COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
NOTE 12 – COMMITMENTS AND CONTINGENCIES	NOTE 12 – COMMITMENTS AND CONTINGENCIES   Leases and Long-term Contracts   The Company has not entered into any long-term leases, contracts or commitments. The Company leases facilities which the term is 12 months. For the nine months ended September 30, 2023 and 2022, the Company incurred rent expense of $4,048 and $56,405, respectively.

v3.23.3

NOTE 13 - SEGMENTS	9 Months Ended
	Sep. 30, 2023
Segment Reporting [Abstract]
NOTE 13 - SEGMENTS	NOTE 13 - SEGMENTS   At September 30, 2023 and December 31, 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 nine months ended September 30, 2023 and 2022:   Three months ended September 30, 2023 NOTE 13 - SEGMENT - Schedule of Operating Activities by Geographic Segment                                       USA   Switzerland   Elimination   Total Revenues   $ 39,390,527       1,498,054     $ (1,131,378 )   $ 39,757,203   Cost of revenue     38,593,585       1,266,475       (1,131,378 )     38,728,682   Gross profit     796,942       231,579       —         1,028,521                                     Operating expenses                                 General and administration     770,467       187,301       —         957,768                                     Operating income     26,475       44,278       —         70,753                                     Other expense     (23,893 )     (951 )     —         (24,844 )                                   Net income   $ 2,582     $ 43,327     $ —       $ 45,909     Three months ended September 30, 2022                                       USA   Switzerland   Elimination   Total Revenues   $ 22,364,201       1,291,688     $ (1,719,255 )   $ 21,936,634   Cost of revenue     21,226,541       1,114,388       (1,719,255 )     20,621,674   Gross profit     1,137,660       177,300       —         1,314,960                                     Operating expenses                                 General and administration     1,089,194       166,953       —         1,256,147                                     Operating income     48,466       10,347       —         58,813                                     Other expense     (29,411 )     (2,090 )     —         (31,501 )                                   Net income   $ 19,055     $ 8,257     $ —       $ 27,312       Nine months ended September 30, 2023                                       USA   Switzerland   Elimination   Total Revenues   $ 97,198,336       4,179,569     $ (4,129,344 )   $ 97,248,561   Cost of revenue     94,779,408       3,568,774       (4,129,344 )     94,218,838   Gross profit     2,418,928       610,795       —         3,029,723                                     Operating expenses                                 General and administration     2,966,908       562,310       —         3,529,218                                     Operating income (loss)     (547,980 )     48,485       —         (499,495 )                                   Other income (expense)     249,286       (24,348 )     —         224,938                                     Net income (loss)   $ (298,694 )   $ 24,137     $ —       $ (274,557 )   Nine months ended September 30, 2022                                       USA   Switzerland   Elimination   Total Revenues   $ 63,898,961       3,554,591     $ (2,397,891 )   $ 65,055,661   Cost of revenue     61,838,539       2,969,719       (2,397,891 )     62,410,367   Gross profit     2,060,422       584,872       —         2,645,294                                     Operating expenses                                 General and administration     2,792,287       597,810       —         3,390,097                                     Operating loss     (731,865 )     (12,938 )     —         (744,803 )                                   Other income (expense)     (45,938 )     7,865       —         (38,073 )                                   Net loss   $ (777,803 )   $ (5,073 )   $ —       $ (782,876 )   Asset Information   The following table shows asset information by geographic segment as of September 30, 2023 and December 31, 2022:                                   September 30, 2023   USA   Switzerland   Elimination   Total Assets                                 Current assets   $ 10,859,240     $ 1,693,166     $ (764,212 )   $ 11,788,194   Non-current assets   $ 11,757,803     $ 762,425     $ (6,184,562 )   $ 6,335,666   Liabilities                                 Current liabilities   $ 8,338,475     $ 2,339,834     $ (764,212 )   $ 9,914,097   Non-current liabilities   $ 140     $ 246,787     $ —       $ 246,927                       December 31, 2022   USA   Switzerland   Elimination   Total Assets                                 Current assets   $ 6,496,354     $ 1,172,889     $ (1,232,653 )   $ 6,436,590   Non-current assets   $ 11,646,662     $ 650,794     $ (6,184,562 )   $ 6,112,894   Liabilities                                 Current liabilities   $ 5,967,729     $ 1,716,603     $ (1,232,653 )   $ 6,451,679   Non-current liabilities   $ —       $ 262,388     $ —       $ 262,388

v3.23.3

NOTE 14 – SUBSEQUENT EVENTS.	9 Months Ended
	Sep. 30, 2023
Subsequent Events [Abstract]
NOTE 14 – SUBSEQUENT EVENTS.	NOTE 14 – 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.

v3.23.3

NOTE 1 -ORGANIZATION AND DESCRIPTION OF BUSINESS (Policies)	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
Organization and Operations	Organization and Operations   iQSTEL Inc. (“iQSTEL”, “we”, “us”, or the “Company”) was incorporated under the laws of the State of Nevada on June 24, 2011, under the name of B-Maven Inc. The Company changed its name to PureSnax International, Inc. on September 18, 2015; and more recently it changed its name to iQSTEL Inc. on August 7, 2018.   The Company is a technology company with presence in 19 countries and 70 employees that is offering leading-edge services through its four business divisions.   The Telecom Division, which represents the majority of current operations and which also represents the source for all of the Company’s revenues, offers VoIP, SMS, proprietary Internet of Things (IoT) solutions (www.iotsmartgas.com and www.iotsmarttank.com), and international fiber-optic connectivity through its subsidiaries: Etelix.com USA, LLC, SwissLink Carrier AG, Smartbiz Telecom LLC, Whisl Telecom LLC, IoT Labs, LLC, and QGlobal SMS, LLC.   The Company’s developing Fintech Business Line offers a complete Fintech ecosystem MasterCard Debit Card, US Bank Account (No SSN Needed), Mobile App/Wallet (Remittances, Mobile Top Up). The Company’s Fintech subsidiary, Global Money One Inc., is to provide immigrants access to reliable financial services that makes it easier to manage their money and stay connected with their families back home.   The Company’s developing BlockChain Platform Business Line offers our proprietary Mobile Number Portability Application (MNPA) to serve the in-country portability needs through its subsidiary, itsBchain, LLC.   The Company’s developing Electric Vehicle (EV) Business Line offers electric motorcycles for work and recreational use in the USA, Spain, Portugal, Panama, Colombia, and Venezuela. EVOSS is also working on the development of an EV Mid Speed Car to serve the niche of the 2nd car in the family.

v3.23.3

NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation   The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for annual financial statements.   In the opinion of the Company’s management, the accompanying unaudited interim consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of September 30, 2023 and the results of operations and cash flows for the periods presented. The results of operations for the nine months ended September 30, 2023 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on April 14, 2023.
Consolidation Policy	Consolidation Policy   The consolidated financial statements of the Company include the accounts of the Company and its owned subsidiaries, Etelix.com USA, LLC (“Etelix”), SwissLink Carrier AG (“Swisslink”), itsBchain, LLC (“ItsBchain”), QGLOBAL SMS, LLC (“QGlobal”), IoT Labs, LLC (“IoT Labs”), Global Money One Inc. (“Global Money One”), Whisl Telecom LLC (“Whisl”) and Smartbiz Telecom LLC (“Smartbiz”). All significant intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates	Use of Estimates   The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.
Foreign Currency Translation and Re-measurement	Foreign Currency Translation and Re-measurement   The Company translates its foreign operations to U.S. dollars in accordance with ASC 830, “Foreign Currency Matters”.   The functional currency and reporting currency of Etelix, QGlobal, ItsBchain, IoT Labs, Whisl, Smartbiz and Global Money One is the U.S. dollar, while SwissLink’s functional currency is the Swiss Franc (“CHF”).   SwissLink translates their records into U.S. dollars as follows:   • Assets and liabilities at the rate of exchange in effect at the balance sheet date; • Equities at historical rate; and • Revenue and expense items at the average rate of exchange prevailing during the period.     Adjustments arising from such translations are included in accumulated other comprehensive income (loss) in stockholders’ equity.
Cash and Cash Equivalents	Cash and Cash Equivalents   Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. The Company had no cash equivalents at September 30, 2023 and December 31, 2022.
Accounts Receivable and Allowance for Uncollectible Accounts	Accounts Receivable and Allowance for Uncollectible Accounts   Substantially all of the Company’s accounts receivable balance is related to trade receivables. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. Under the expected credit loss model, the Company reviews its allowance for doubtful accounts daily and past due balances over 60 days and a specified amount is 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 nine months ended September 30, 2023 and 2022, the Company recorded bad debt expense of $1,344 and $26,299, respectively.
Net Income (Loss) Per Share of Common Stock	Net Income (Loss) Per Share of Common Stock   The Company has adopted ASC 260, ”Earnings per Share,” which requires presentation of basic earnings per share on the face of the statements of operations for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic earnings per share computation. In the accompanying financial statements, basic loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed by dividing net income by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent share arrangements, stock options and warrants unless the result would be antidilutive. Dilutive potential common shares include outstanding warrants and Series B Preferred stock, and these were excluded from the computation of diluted net loss per share as the result was anti-dilutive for the nine months ended September 30, 2023 and 2022.
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 nine months ended September 30, 2023, 11 customers represented 87.8% of our revenue compared to 10 customers represented 87% of our revenues for the nine months ended September 30, 2022.
Financial Instruments	Financial Instruments   The Company follows ASC 820, “Fair Value Measurements and Disclosures,” which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:   Level 1   Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.   Level 2   Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.   Level 3   Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.   The carrying values of our financial instruments, including, cash; accounts receivable; prepaid and other current assets; accounts payable; accrued liabilities and other current liabilities; and due from/to related parties approximate their fair values due to the short-term maturities of these financial instruments.   Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated. It is not, however, practical to determine the fair value of amounts due to related parties due to their related party nature.
Derivative Financial Instruments	Derivative Financial Instruments   The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. We evaluate all of our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company used a Black-Scholes valuation model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.
Revenue Recognition	Revenue Recognition   The Company recognizes revenue from telecommunication services in accordance with ASC 606, “Revenue from Contracts with Customers.”   The Company recognizes revenue related to monthly usage charges and other recurring charges during the period in which the telecommunication services are rendered, provided that persuasive evidence of a sales arrangement exists, and collection is reasonably assured. Management considers persuasive evidence of a sales arrangement to be a written interconnection agreement. The Company’s payment terms vary by client.
Recent Accounting Pronouncements	Recent Accounting Pronouncements   In June 2022, the FASB issued ASU 2022-03, ASC Subtopic “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions.” These amendments clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments in this update are effective for public business entities for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2023. Early adoption is permitted. The Company is currently assessing the impact of the adoption of this standard on its consolidated financial statements.   In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments Credit Losses —Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 requires a financial asset (or group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected, which includes the Company’s accounts receivable. This ASU is effective for the Company for reporting periods beginning after December 15, 2022.  The Company adopted this accounting pronouncement on January 1, 2023 and it did not have any impact to its financial statements.   The Company has reviewed all other recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on our financial statements.

v3.23.3

NOTE 4 – PREPAID AND OTHER CURRENT ASSETS (Tables)	9 Months Ended
	Sep. 30, 2023
Business Combination and Asset Acquisition [Abstract]
NOTE 4 - PREPAID AND OTHER CURRENT ASSETS - Schedule of Prepaid and Other Current Assets	September 30,   December 31,     2023   2022 Other receivable   $ 176,121     $ 120,139   Prepaid expenses     871,930       26,600   Advance payment     21,000       21,000   Tax receivable     393       389   Deposit for acquisition of asset     357,500       357,500   Subscription receivable     250,000       —     Security deposit     20,000       20,000   Total prepaid and other current assets   $ 1,696,944     $ 545,628

v3.23.3

NOTE 5 – PROPERTY AND EQUIPMENT (Tables)	9 Months Ended
	Sep. 30, 2023
Property, Plant and Equipment [Abstract]
NOTE 5 - PROPERTY AND EQUIPMENT - Schedule of Propery Plant and Equipment	September 30,   December 31,     2023   2022 Telecommunication equipment   $ 360,813     $ 317,958   Telecommunication software     762,887       640,566   Other equipment     99,346       99,126   Total property and equipment     1,223,046       1,057,650   Accumulated depreciation and amortization     (760,010 )     (656,629 ) Total property and equipment   $ 463,036     $ 401,021

v3.23.3

NOTE 6 –LOANS PAYABLE (Tables)	9 Months Ended
	Sep. 30, 2023
Debt Disclosure [Abstract]
NOTE 6 - LOANS PAYABLE - Schedule of Loans Payable	September 30,   December 31,           2023   2022   Term   Interest rate Martus   $ 95,279     $ 94,342     Note was issued on October 23, 2018 and due on January 2, 2024     5.0 % Darlene Covid19     91,018       108,150     Note was issued on April 1, 2020 and due on March 31, 2025     0.0 % Promissory note payable     165,000       —       Note was issued April 4, 2023 and due on April 4, 2024     24.0 % Total     351,297       202,492               Less: Unamortized debt discount     (7,500 )      —                Total loans payable     343,797       202,492               Less: Current portion of loans payable     (252,779 )     (94,342 )             Long-term loans payable   $ 91,018     $ 108,150
NOTE 6 - LOANS PAYABLE - Schedule of Loans Payable to Related Parties	September 30,   December 31,           2023   2022   Term   Interest rate 49% of Shareholder of SwissLink   $ 19,844     $ 19,649     Note is due on demand     0 % 49% of Shareholder of SwissLink     218,447       216,300     Note is due on demand     5 % Total     238,291       235,949               Less: Current portion of loans payable     238,291       235,949               Long-term loans payable   $ —       $ —

v3.23.3

NOTE 8 – WARRANTS (Tables)	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
NOTE 8 - WARRANTS - Schedule of Warrant Summary	Warrants Outstanding         Shares   Weighted Average Exercise Price   Weighted Average Remaining Contractual life (in years) Outstanding, December 31, 2022     23,112,575     $ 0.17       0.75   Granted     —         —         —     Increase in number of warrants by VWAP     5,262,465       0.14       —     Exercised     (10,294,119 )     0.14       0.70   Expired     (18,080,921 )     —         —     Outstanding, September 30, 2023     —       $ —         —

v3.23.3

NOTE 9 – DERIVATIVE LIABILITIES (Tables)	9 Months Ended
	Sep. 30, 2023
Note 9 Derivative Liabilities
NOTE 9 - DERIVATIVE LIABILITY - Schedule of Fair Value Measurement of Liabilities	Nine months ended       Year ended         September 30,       December 31,         2023       2022   Expected term      0.00 - 0.75 years        0.75 - 1.49 years   Expected average volatility      18% - 187%        83% - 152%   Expected dividend yield     —         —     Risk-free interest rate      4.67% - 5.55%        0.06% - 4.73%
NOTE 9 - DERIVATIVE LIABILITY - Fair Value Measurements Using Significant Observable Inputs	Fair Value Measurements Using Significant Observable Inputs (Level 3)           Balance - December 31, 2022   $ 1,357,787             Settled on issuance of common stock     (975,939 ) Change in fair value of the warrant     (381,848 ) Balance - September 30, 2023   $ —
NOTE 9 - DERIVATIVE LIABILITY - Schedule of Change in Fair Value of Derivative Liability Included in Income Statement	Nine months ended     September 30,     2023   2022 Addition of new derivatives recognized as loss on derivatives   $ —       $ —     Revaluation of derivative liabilities     (381,848 )     —     (Gain) on change in fair value of derivative liability   $ (381,848 )   $ —

v3.23.3

NOTE 13 - SEGMENTS (Tables)	9 Months Ended
	Sep. 30, 2023
Segment Reporting [Abstract]
NOTE 13 - SEGMENT - Schedule of Operating Activities by Geographic Segment	Three months ended September 30, 2023 NOTE 13 - SEGMENT - Schedule of Operating Activities by Geographic Segment                                       USA   Switzerland   Elimination   Total Revenues   $ 39,390,527       1,498,054     $ (1,131,378 )   $ 39,757,203   Cost of revenue     38,593,585       1,266,475       (1,131,378 )     38,728,682   Gross profit     796,942       231,579       —         1,028,521                                     Operating expenses                                 General and administration     770,467       187,301       —         957,768                                     Operating income     26,475       44,278       —         70,753                                     Other expense     (23,893 )     (951 )     —         (24,844 )                                   Net income   $ 2,582     $ 43,327     $ —       $ 45,909     Three months ended September 30, 2022                                       USA   Switzerland   Elimination   Total Revenues   $ 22,364,201       1,291,688     $ (1,719,255 )   $ 21,936,634   Cost of revenue     21,226,541       1,114,388       (1,719,255 )     20,621,674   Gross profit     1,137,660       177,300       —         1,314,960                                     Operating expenses                                 General and administration     1,089,194       166,953       —         1,256,147                                     Operating income     48,466       10,347       —         58,813                                     Other expense     (29,411 )     (2,090 )     —         (31,501 )                                   Net income   $ 19,055     $ 8,257     $ —       $ 27,312       Nine months ended September 30, 2023                                       USA   Switzerland   Elimination   Total Revenues   $ 97,198,336       4,179,569     $ (4,129,344 )   $ 97,248,561   Cost of revenue     94,779,408       3,568,774       (4,129,344 )     94,218,838   Gross profit     2,418,928       610,795       —         3,029,723                                     Operating expenses                                 General and administration     2,966,908       562,310       —         3,529,218                                     Operating income (loss)     (547,980 )     48,485       —         (499,495 )                                   Other income (expense)     249,286       (24,348 )     —         224,938                                     Net income (loss)   $ (298,694 )   $ 24,137     $ —       $ (274,557 )   Nine months ended September 30, 2022                                       USA   Switzerland   Elimination   Total Revenues   $ 63,898,961       3,554,591     $ (2,397,891 )   $ 65,055,661   Cost of revenue     61,838,539       2,969,719       (2,397,891 )     62,410,367   Gross profit     2,060,422       584,872       —         2,645,294                                     Operating expenses                                 General and administration     2,792,287       597,810       —         3,390,097                                     Operating loss     (731,865 )     (12,938 )     —         (744,803 )                                   Other income (expense)     (45,938 )     7,865       —         (38,073 )                                   Net loss   $ (777,803 )   $ (5,073 )   $ —       $ (782,876 )   Asset Information   The following table shows asset information by geographic segment as of September 30, 2023 and December 31, 2022:                                   September 30, 2023   USA   Switzerland   Elimination   Total Assets                                 Current assets   $ 10,859,240     $ 1,693,166     $ (764,212 )   $ 11,788,194   Non-current assets   $ 11,757,803     $ 762,425     $ (6,184,562 )   $ 6,335,666   Liabilities                                 Current liabilities   $ 8,338,475     $ 2,339,834     $ (764,212 )   $ 9,914,097   Non-current liabilities   $ 140     $ 246,787     $ —       $ 246,927                       December 31, 2022   USA   Switzerland   Elimination   Total Assets                                 Current assets   $ 6,496,354     $ 1,172,889     $ (1,232,653 )   $ 6,436,590   Non-current assets   $ 11,646,662     $ 650,794     $ (6,184,562 )   $ 6,112,894   Liabilities                                 Current liabilities   $ 5,967,729     $ 1,716,603     $ (1,232,653 )   $ 6,451,679   Non-current liabilities   $ —       $ 262,388     $ —       $ 262,388

v3.23.3

NOTE 1 -ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative)	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
Entity Incorporation, State or Country Code	NV
Entity Incorporation, Date of Incorporation	Jun. 24, 2011

v3.23.3

NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Cash Equivalents, at Carrying Value	$ 0		$ 0
Eleven Customers [Member]
Concentration Risk, Percentage	87.80%
Ten Customers [Member]
Concentration Risk, Percentage		87.00%

v3.23.3

NOTE 4 - PREPAID AND OTHER CURRENT ASSETS - Schedule of Prepaid and Other Current Assets (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Business Combination and Asset Acquisition [Abstract]
Other receivable	$ 176,121	$ 120,139
Prepaid expenses	871,930	26,600
Advance payment	21,000	21,000
Tax receivable	393	389
Deposit for acquisition of asset	357,500	357,500
Subscription receivable	250,000
Security deposit	20,000	20,000
Total prepaid and other current assets	$ 1,696,944	$ 545,628

v3.23.3

NOTE 5 - PROPERTY AND EQUIPMENT - Schedule of Propery Plant and Equipment (Details) - USD ($)	Sep. 30, 2023	Mar. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 1,223,046		$ 1,057,650
Accumulated depreciation and amortization		$ (760,010)	(656,629)
Total property and equipment	463,036	$ 463,036	401,021
Technology Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	360,813		317,958
Software Development [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	762,887		640,566
Other Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 99,346		$ 99,126

v3.23.3

NOTE 5 – PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)	6 Months Ended	9 Months Ended
	Jun. 30, 2022	Sep. 30, 2023
Property, Plant and Equipment [Abstract]
Depreciation, Depletion and Amortization, Nonproduction	$ 91,221	$ 103,246

v3.23.3

NOTE 6 - LOANS PAYABLE - Schedule of Loans Payable (Details) - USD ($)	9 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Short-Term Debt [Line Items]
Long-Term Debt, Gross	$ 351,297	$ 202,492
Long-Term Debt	343,797	202,492
Long-Term Debt, Current Maturities	252,779	94,342
Long-Term Debt, Excluding Current Maturities	91,018	108,150
Martus
Short-Term Debt [Line Items]
Long-Term Debt, Gross	$ 95,279	94,342
Debt Instrument, Payment Terms	Note was issued on October 23, 2018 and due on January 2, 2024
Debt Instrument, Interest Rate, Stated Percentage	500.00%
Darlene Covi19
Short-Term Debt [Line Items]
Long-Term Debt, Gross	$ 91,018	108,150
Debt Instrument, Payment Terms	Note was issued on April 1, 2020 and due on March 31, 2025
Debt Instrument, Interest Rate, Stated Percentage	0.00%
Promissory Note One [Member]
Short-Term Debt [Line Items]
Long-Term Debt, Gross	$ 165,000
Debt Instrument, Payment Terms	Note was issued April 4, 2023 and due on April 4, 2024
Debt Instrument, Interest Rate, Stated Percentage	2400.00%
Loans Payable One [Member]
Short-Term Debt [Line Items]
Debt Instrument, Unamortized Discount	$ 7,500

v3.23.3

NOTE 6 - LOANS PAYABLE - Schedule of Loans Payable to Related Parties (Details) - USD ($)	Sep. 30, 2023	Mar. 31, 2023	Dec. 31, 2022
Short-Term Debt [Line Items]
Loans Payable	$ 238,291		$ 235,949
Other Loans Payable, Current	238,291		235,949
Loans Payable, Noncurrent
49% of Shareholder of SwissLink 1
Short-Term Debt [Line Items]
Loans Payable	19,844		19,649
Debt Instrument, Interest Rate, Stated Percentage		0.00%
49% of Shareholder of SwissLink 2
Short-Term Debt [Line Items]
Loans Payable	$ 218,447		$ 216,300
Debt Instrument, Interest Rate, Stated Percentage		500.00%

v3.23.3

NOTE 6 –LOANS PAYABLE (Details Narrative) - USD ($)	6 Months Ended	9 Months Ended
	Jun. 30, 2022	Sep. 30, 2023
Promissory Note One [Member]
Short-Term Debt [Line Items]
Interest on Convertible Debt, Net of Tax		$ 15,000
Loans Payable [Member]
Short-Term Debt [Line Items]
Interest Expense	$ 22,417	19,250
Amortization of Debt Discount (Premium)	$ 7,406	$ 7,500

v3.23.3

NOTE 7 – CONVERTIBLE NOTE (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Short-Term Debt [Line Items]
Long-Term Debt, Gross	$ 351,297	$ 202,492
Convertible Note One [Member]
Short-Term Debt [Line Items]
Long-Term Debt, Gross	284,760
Interest on Convertible Debt, Net of Tax	$ 34,760
Debt Instrument, Interest Rate, Stated Percentage	12.00%
Debt Instrument, Payment Terms	Accrued, unpaid interest and outstanding principal shall be paid in 10 payments each in the amount of $31,893 beginning on July 16, 2023
Debt Instrument, Periodic Payment	$ 31,893
Debt Instrument, Convertible, Terms of Conversion Feature	The note is convertible at the option of the holders at any time following an event of default, and the conversion price is 75% multiplied by the lowest trading price of Company’s common stock during the 10 trading days prior to the conversion date.
Interest Expense	$ 13,668
Amortization of Debt Discount (Premium)	$ 13,904

v3.23.3

NOTE 8 - WARRANTS - Schedule of Warrant Summary (Details) - $ / shares	9 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding, Number		23,112,575
Share-Based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price		$ 0.17
Warrants and Rights Outstanding, Term		9 months
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value
[custom:WeightedAverageRemainingLifeOfWarrantsGrantedInPeriod]
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Period Increase (Decrease)	5,262,465
[custom:IncreaseInNumberOfWarrantsWeightedAverageExercisePrice]	$ 0.14
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsIncreasedByVWAPOutstandingWeightedAverageRemainingLife]
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Exercised	10,294,119
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value	$ 0.14
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms	8 months 12 days
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Forfeitures	18,080,921
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsOutstandingWeightedAverageRemainingContractualTermsOfForfeited]

v3.23.3

NOTE 8 – WARRANTS (Details Narrative) - USD ($)		9 Months Ended	12 Months Ended
	Apr. 05, 2022	Sep. 30, 2023	Dec. 31, 2022	Dec. 14, 2022	Nov. 14, 2022
Short-Term Debt [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted
Apollo Management Group [Member]
Short-Term Debt [Line Items]
Debt Instrument, Call Feature			The Holder’s obligation to exercise each specified portion of this option on the specific dates above is subject to the volume-weighted average price (“VWAP”, market value), being not less than $0.20 per share on the relevant option exercise date. Adjusted option shares at VWAP of $0.20 shall be 48,000,000 shares.
Apollo Option [Member]
Short-Term Debt [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted	4,800,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 2.00
Class of Warrant or Right, Date from which Warrants or Rights Exercisable	Sep. 30, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Intrinsic Value	$ 500,000
Option Indexed to Issuer's Equity, Settlement Alternatives	The Holder and the Company agreed that the Holder had the right and the obligation to exercise, on a cashless basis, $1,000,000 of the Options not later than October 15, 2022. Thereafter, the Holder shall undertake to exercise not less than (i) $400,000 of the Options on a “cash basis” not later than the later of (y) November 14, 2022 or (z) the date on which there is an effective registration statement permitting the issuance of the Option Shares to or resale of the Option Shares by the Holder and (ii) an additional $400,000 of the Options on a “cash basis” not later than the latest of (x) thirty (30) days following the exercise of the Option under subsection (i), above, (y) December 14, 2022, or (z) the date on which there is an effective registration statement permitting the issuance of the Option Shares to or resale of the Option Shares by the Holder. From and after the occurrence of the three above-referenced exercises, each additional exercise of Options hereunder shall be in an amount not less than $200,000 and exercised only on a cash basis.
Warrants and Rights Outstanding, Maturity Date					Nov. 14, 2022
Apollo Option Additional [Member]
Short-Term Debt [Line Items]
Option Contract Indexed to Equity, Settlement, Cash, Amount				$ 400,000
Apollo Option Each Additional [Member]
Short-Term Debt [Line Items]
Option Contract Indexed to Equity, Settlement, Cash, Amount				$ 200,000

v3.23.3

NOTE 9 - DERIVATIVE LIABILITY - Schedule of Fair Value Measurement of Liabilities (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Dividends
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum	4.67%	0.06%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum	5.55%	4.73%
Minimum [Member]
Average Term of Credit Risk Derivatives	0 years	9 months
Available-for-Sale, Securities in Unrealized Loss Positions, Qualitative Disclosure, Other, Fair Value Volatility, Rate	18.00%	83.00%
Maximum [Member]
Average Term of Credit Risk Derivatives	9 months	1 year 5 months 26 days
Available-for-Sale, Securities in Unrealized Loss Positions, Qualitative Disclosure, Other, Fair Value Volatility, Rate	187.00%	152.00%

v3.23.3

NOTE 9 - DERIVATIVE LIABILITY - Fair Value Measurements Using Significant Observable Inputs (Details) - USD ($)	3 Months Ended		6 Months Ended	9 Months Ended
	Sep. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Sep. 30, 2023	Dec. 31, 2022
Note 9 Derivative Liabilities
Derivative, Fair Value, Net					$ 1,357,787
[custom:ResolutionOfDerivativeLiabilitiesValue]	$ 735,681	$ 240,258		975,939
Debt Securities, Held-to-Maturity, Transfer, Derivative Hedge, Gain (Loss)				$ 381,848

v3.23.3

NOTE 9 - DERIVATIVE LIABILITY - Schedule of Change in Fair Value of Derivative Liability Included in Income Statement (Details) - USD ($)	6 Months Ended	9 Months Ended
	Jun. 30, 2022	Sep. 30, 2023
Note 9 Derivative Liabilities
Unrealized Gain (Loss) on Derivatives
[custom:RevaluationOfDerivativeLiabilities]		381,848
Fair Value, Net Derivative Asset (Liability), Recurring Basis, Still Held, Unrealized Gain (Loss)		$ 381,848

v3.23.3

NOTE 10 – STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)				1 Months Ended	3 Months Ended						6 Months Ended	9 Months Ended
	Jan. 07, 2021	Nov. 11, 2020	Nov. 03, 2020	Oct. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2022	Sep. 30, 2023	Sep. 29, 2023	Dec. 31, 2022
Class of Stock [Line Items]
Common Stock, Shares Authorized					300,000,000							300,000,000		300,000,000
Common Stock, Par or Stated Value Per Share					$ 0.001							$ 0.001		$ 0.001
Preferred Stock, Shares Authorized					1,200,000							1,200,000		1,200,000
Preferred Stock, Par or Stated Value Per Share					$ 0.001							$ 0.001		$ 0.001
Stock Issued During Period, Shares, New Issues												8,635,884
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture												180,000
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture					$ 12,815	$ 6,900	$ 11,230	$ 20,500	$ 30,490	$ 41,139		$ 30,945
Stock Issued During Period, Value, Conversion of Units												$ 1,150,000
Common Stock, Shares, Issued					170,231,395							170,231,395		161,595,511
Common Stock, Shares, Outstanding					170,231,395							170,231,395		161,595,511
Proceeds from Warrant Exercises												$ 1,150,000
Common Stock, Share Subscribed but Unissued, Subscriptions Receivable							$ 250,000
Common Stock [Member]
Class of Stock [Line Items]
Stock Issued During Period, Shares, New Issues										2,000,000
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture					60,000	60,000	60,000	60,000	60,000	60,000
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture					$ 60	$ 60	$ 60	$ 60	$ 60	$ 60
Stock Issued During Period, Shares, Conversion of Units												8,455,884
Subscription Receivable [Member]
Class of Stock [Line Items]
Stock Issued During Period, Shares, New Issues				1,838,235
Class of Warrant or Right, Number of Securities Called by Warrants or Rights													1,838,235
Proceeds from Warrant Exercises				$ 250,000
Common Stock, Share Subscribed but Unissued, Subscriptions Receivable					$ 250,000							$ 250,000
Preferred Class A [Member]
Class of Stock [Line Items]
Preferred Stock, Shares Authorized			10,000		10,000							10,000		10,000
Preferred Stock, Par or Stated Value Per Share			$ 0.001		$ 0.001							$ 0.001		$ 0.001
Preferred Stock, Shares Issued					10,000							10,000		10,000
Preferred Stock, Shares Outstanding					10,000							10,000		10,000
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Preferred Stock, Voting Rights			holders of Series A Preferred Stock will participate on an equal basis per-share with holders of our common stock in any distribution upon winding up, dissolution, or liquidation. Holders of Series A Preferred Stock are entitled to vote together with the holders of our common stock on all matters submitted to stockholders at a rate of 51% of the total vote of stockholders.
Series A Preferred Stock [Member] | Preferred Stock [Member]
Class of Stock [Line Items]
Stock Issued During Period, Shares, New Issues
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture
Preferred Class B [Member]
Class of Stock [Line Items]
Preferred Stock, Shares Authorized		200,000			200,000							200,000		200,000
Preferred Stock, Par or Stated Value Per Share		$ 0.001			$ 0.001							$ 0.001		$ 0.001
Preferred Stock, Shares Issued					31,080							31,080		21,000
Preferred Stock, Shares Outstanding					31,080							31,080		21,000
Series B Preferred Stock [Member]
Class of Stock [Line Items]
Preferred Stock, Voting Rights		holders of Series B Preferred Stock will receive a liquidation preference of $81 per share in any distribution upon winding up, dissolution, or liquidation of the Company before junior security holders, as provided in the designation. Holders of Series B Preferred Stock are entitled to receive as, when, and if declared by the Board of Directors, dividends in kind at an annual rate equal to twenty four percent (24%) of $81 per share for each of the then outstanding shares of Series B Preferred Stock, calculated on the basis of a 360-day year consisting of twelve 30-day months. Holders of Series B Preferred Stock do not have voting rights but may convert into common stock after twelve months from the issuance date, at a conversion rate of one thousand (1,000) shares of Common Stock for every one (1) share of Series B Preferred Stock. Upon conversion, the shares are subject to a one-year restriction on sales into the market of no more than 5% previous month’s stock liquidity.
Series B Preferred Stock [Member] | Preferred Stock [Member]
Class of Stock [Line Items]
Stock Issued During Period, Shares, New Issues
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture
Preferred Class C [Member]
Class of Stock [Line Items]
Preferred Stock, Shares Authorized	200,000				200,000							200,000		200,000
Preferred Stock, Par or Stated Value Per Share	$ 0.001				$ 0.001							$ 0.001		$ 0.001
Preferred Stock, Shares Issued					0							0		0
Preferred Stock, Shares Outstanding					0							0		0
Series C Preferred Stock [Member] | Preferred Stock [Member]
Class of Stock [Line Items]
Preferred Stock, Voting Rights	holders of Series C Preferred Stock will rank junior to the Series B Preferred Stock, but on par with common stock and Series A Preferred Stock in any distribution upon winding up, dissolution, or liquidation of the company, as provided in the designation. The holders of shares of Series C Preferred Stock have no dividend rights except as may be declared by the Board in its sole and absolute discretion, out of funds legally available for that purpose. Holders of Series C Preferred Stock do not have voting rights but may convert into common stock after twenty four months from the issuance date, at a conversion rate of one thousand (1,000) shares of Common Stock for every one (1) share of Series C Preferred Stock. Upon conversion, the shares are subject to a one-year restriction on sales into the market of no more than 5% previous month’s stock liquidity.

v3.23.3

NOTE 11 - RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	6 Months Ended	9 Months Ended
	Jun. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Related Party Transactions [Abstract]
Loans and Leases Receivable, Related Parties		$ 427,194		$ 326,324
Notes and Loans Payable, Current		26,613		26,613
Management Fee Expense	$ 405,000	402,000
Increase (Decrease) in Employee Related Liabilities		30,945	$ 92,130
Financial Guarantee Insurance Contracts, Risk Management Activities, Mitigating Claim Liabilities, Accrued Liabilities		$ 65,627		$ 79,628

v3.23.3

NOTE 12 – COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Lessee, Operating Lease, Term of Contract	12 months
Operating Lease, Expense	$ 4,048	$ 56,405

v3.23.3

NOTE 13 - SEGMENT - Schedule of Operating Activities by Geographic Segment (Details) - USD ($)	3 Months Ended		6 Months Ended	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Jun. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Segment Reporting Information [Line Items]
Revenues	$ 39,757,203	$ 21,936,634	$ 65,055,661	$ 97,248,561	$ 65,055,661
Cost of revenue	38,728,682	20,621,674	62,410,367	94,218,838	62,410,367
Gross profit	1,028,521	1,314,960	2,645,294	3,029,723	2,645,294
Operating expenses
General and administration	957,768	1,256,147	3,390,097	3,529,218	3,390,097
Operating loss	70,753	58,813	(744,803)	(499,495)	(744,803)
Other income (expense)	(24,844)	(31,501)	(38,073)	224,938	(38,073)
Net loss	45,909	27,312	$ (782,876)	(274,557)	(782,876)
Assets
Current assets	11,788,194			11,788,194		$ 6,436,590
Non-current assets	6,335,666			6,335,666		6,112,894
Liabilities
Current liabilities	9,914,097			9,914,097		6,451,679
Non-current liabilities	246,927			246,927		262,388
U S A [Member]
Segment Reporting Information [Line Items]
Revenues	39,390,527	22,364,201		97,198,336	63,898,961
Cost of revenue	38,593,585	21,226,541		94,779,408	61,838,539
Gross profit	796,942	1,137,660		2,418,928	2,060,422
Operating expenses
General and administration	770,467	1,089,194		2,966,908	2,792,287
Operating loss	26,475	48,466		(547,980)	(731,865)
Other income (expense)	(23,893)	(29,411)		249,286	(45,938)
Net loss	2,582	19,055		(298,694)	(777,803)
Assets
Current assets	10,859,240			10,859,240		6,496,354
Non-current assets	11,757,803			11,757,803		11,646,662
Liabilities
Current liabilities	8,338,475			8,338,475		5,967,729
Non-current liabilities	140			140
Switzerland [Member]
Segment Reporting Information [Line Items]
Revenues	1,498,054	1,291,688		4,179,569	3,554,591
Cost of revenue	1,266,475	1,114,388		3,568,774	2,969,719
Gross profit	231,579	177,300		610,795	584,872
Operating expenses
General and administration	187,301	166,953		562,310	597,810
Operating loss	44,278	10,347		48,485	(12,938)
Other income (expense)	(951)	(2,090)		(24,348)	7,865
Net loss	43,327	8,257		24,137	(5,073)
Assets
Current assets	1,693,166			1,693,166		1,172,889
Non-current assets	762,425			762,425		650,794
Liabilities
Current liabilities	2,339,834			2,339,834		1,716,603
Non-current liabilities	246,787			246,787		262,388
Elimination [Member]
Segment Reporting Information [Line Items]
Revenues	(1,131,378)	(1,719,255)		(4,129,344)	(2,397,891)
Cost of revenue	(1,131,378)	(1,719,255)		(4,129,344)	(2,397,891)
Gross profit
Operating expenses
General and administration
Operating loss
Other income (expense)
Net loss
Assets
Current assets	(764,212)			(764,212)		(1,232,653)
Non-current assets	(6,184,562)			(6,184,562)		(6,184,562)
Liabilities
Current liabilities	(764,212)			(764,212)		(1,232,653)
Non-current liabilities

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