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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
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☒ |
Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
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For the quarterly period ended March 31, 2024 |
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☐ |
Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 |
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|
For the transition period from __________ to__________ |
|
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|
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: 176,834,984
common shares as of May 15, 2024
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
March 31, 2024 (unaudited) and December 31, 2023; |
F-2 |
Consolidated Statements of Operations for the three
months ended March 31, 2024 and 2023 (unaudited); |
F-3 |
Consolidated Statements of Cash Flows for the three
months ended March 31, 2024 and 2023 (unaudited); and |
F-4 |
Consolidated Statements of Stockholder’s Equity
as of March 31, 2024 and 2023 (unaudited) |
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 March 31, 2024 are not necessarily indicative of the results that can be expected for
the full year.
iQSTEL INC
Consolidated Balance Sheets
(Unaudited)
| |
March 31, | |
December 31, |
| |
2024 | |
2023 |
ASSETS | |
| |
|
Current Assets | |
| | | |
| | |
Cash | |
$ | 2,725,571 | | |
$ | 1,362,668 | |
Accounts receivable, net | |
| 9,000,237 | | |
| 12,539,774 | |
Inventory | |
| 26,936 | | |
| 27,121 | |
Due from related parties | |
| 391,745 | | |
| 340,515 | |
Deposit for acquisition | |
| 1,500,000 | | |
| — | |
Prepaid and other current assets | |
| 1,975,266 | | |
| 1,449,094 | |
Total Current Assets | |
| 15,619,755 | | |
| 15,719,172 | |
| |
| | | |
| | |
Property and equipment, net | |
| 559,497 | | |
| 522,997 | |
Intangible asset | |
| 99,592 | | |
| 99,592 | |
Goodwill | |
| 5,172,146 | | |
| 5,172,146 | |
Deferred tax assets | |
| 426,755 | | |
| 426,755 | |
Other asset | |
| 241,025 | | |
| 214,991 | |
TOTAL ASSETS | |
$ | 22,118,770 | | |
$ | 22,155,653 | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS' EQUITY | |
| | | |
| | |
Current Liabilities | |
| | | |
| | |
Accounts payable | |
$ | 1,614,500 | | |
$ | 2,966,279 | |
Accrued and other current liabilities | |
| 8,010,927 | | |
| 9,993,585 | |
Due to related parties | |
| 26,613 | | |
| 26,613 | |
Loans payable - net of discount of $0 and $3,750, respectively | |
| 103,738 | | |
| 264,988 | |
Loans payable - related parties | |
| 259,447 | | |
| 259,447 | |
Convertible notes - net of discount of $923,185 and $39,012, respectively | |
| 3,469,435 | | |
| 330,032 | |
Total Current Liabilities | |
| 13,484,660 | | |
| 13,840,944 | |
| |
| | | |
| | |
Loans payable, non-current | |
| 90,214 | | |
| 99,099 | |
Employee benefits, non-current | |
| 169,738 | | |
| 169,738 | |
TOTAL LIABILITIES | |
| 13,744,612 | | |
| 14,109,781 | |
| |
| | | |
| | |
Stockholders' Equity | |
| | | |
| | |
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 | |
| 10 | | |
| 10 | |
Series B Preferred stock: 200,000 designated; $0.001 par value, 31,080 shares issued and outstanding | |
| 31 | | |
| 31 | |
Series C Preferred stock: 200,000 designated; $0.001 par value, No shares issued and outstanding | |
| — | | |
| — | |
Series D Preferred stock: 75,000 designated; $0.001 par value, No shares issued and outstanding | |
| — | | |
| — | |
Common stock: 300,000,000 authorized; $0.001 par value 177,584,984 and 172,129,630 shares issued and outstanding, respectively | |
| 177,585 | | |
| 172,130 | |
Additional paid in capital | |
| 35,263,931 | | |
| 34,360,884 | |
Accumulated deficit | |
| (26,893,900 | ) | |
| (26,084,133 | ) |
Accumulated other comprehensive loss | |
| (25,340 | ) | |
| (25,340 | ) |
Equity attributed to stockholders of iQSTEL Inc. | |
| 8,522,317 | | |
| 8,423,582 | |
Deficit attributable to noncontrolling interests | |
| (148,159 | ) | |
| (377,710 | ) |
TOTAL STOCKHOLDERS' EQUITY | |
| 8,374,158 | | |
| 8,045,872 | |
| |
| | | |
| | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | |
$ | 22,118,770 | | |
$ | 22,155,653 | |
The accompanying notes are
an integral part of these unaudited consolidated financial statements.
iQSTEL INC
Consolidated Statements
of Operations
(Unaudited)
|
|
|
|
|
|
|
|
|
| |
Three Months Ended |
| |
March 31, |
| |
2024 | |
2023 |
| |
| |
|
Revenues | |
$ | 51,414,878 | | |
$ | 24,666,529 | |
Cost of revenues | |
| 50,035,852 | | |
| 23,449,793 | |
Gross profit | |
| 1,379,026 | | |
| 1,216,736 | |
| |
| | | |
| | |
Operating expenses | |
| | | |
| | |
General and administration | |
| 1,562,478 | | |
| 1,534,266 | |
Total operating expenses | |
| 1,562,478 | | |
| 1,534,266 | |
| |
| | | |
| | |
Operating loss | |
| (183,452 | ) | |
| (317,530 | ) |
| |
| | | |
| | |
Other income (expense) | |
| | | |
| | |
Other income | |
| 71,777 | | |
| — | |
Other expenses | |
| (407 | ) | |
| (33,954 | ) |
Interest expense | |
| (365,474 | ) | |
| (3,645 | ) |
Change in fair value of derivative liabilities | |
| — | | |
| 196,307 | |
Gain (loss) on settlement of debt | |
| (102,660 | ) | |
| — | |
Total other income (expense) | |
| (396,764 | ) | |
| 158,708 | |
| |
| | | |
| | |
Income taxes | |
| — | | |
| — | |
Net loss | |
| (580,216 | ) | |
| (158,822 | ) |
Less: Net income attributable to noncontrolling interests | |
| 229,551 | | |
| 204,363 | |
Net loss attributed to iQSTEL Inc. | |
$ | (809,767 | ) | |
$ | (363,185 | ) |
| |
| | | |
| | |
| |
| | | |
| | |
Comprehensive income (loss) | |
| | | |
| | |
Net loss | |
$ | (580,216 | ) | |
$ | (158,822 | ) |
Foreign currency adjustment | |
| — | | |
| 1,577 | |
Total comprehensive loss | |
$ | (580,216 | ) | |
$ | (157,245 | ) |
Less: Comprehensive income attributable to noncontrolling interests | |
| 229,551 | | |
| 205,136 | |
Net comprehensive loss attributed to iQSTEL Inc. | |
$ | (809,767 | ) | |
$ | (362,381 | ) |
| |
| | | |
| | |
Basic and diluted loss per common share | |
$ | (0.00 | ) | |
$ | (0.00 | ) |
| |
| | | |
| | |
Weighted average number of common shares outstanding - Basic and diluted | |
| 175,152,920 | | |
| 164,034,479 | |
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 months ended
March 31, 2024 and 2023
(Unaudited)
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| |
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, 2023 | |
| 10,000 | | |
$ | 10 | | |
| 31,080 | | |
$ | 31 | | |
| 172,129,630 | | |
$ | 172,130 | | |
$ | 34,360,884 | | |
$ | (26,084,133 | ) | |
$ | (25,340 | ) | |
$ | 8,423,582 | | |
$ | (377,710 | ) | |
$ | 8,045,872 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Common
stock issued for compensation | |
| — | | |
| — | | |
| — | | |
| — | | |
| 150,000 | | |
| 150 | | |
| 30,915 | | |
| — | | |
| — | | |
| 31,065 | | |
| — | | |
| 31,065 | |
Common
stock issued for settlement of debt | |
| — | | |
| — | | |
| — | | |
| — | | |
| 1,770,000 | | |
| 1,770 | | |
| 277,890 | | |
| — | | |
| — | | |
| 279,660 | | |
| — | | |
| 279,660 | |
Common
stock issued in conjunction with convertible notes | |
| — | | |
| — | | |
| — | | |
| — | | |
| 3,535,354 | | |
| 3,535 | | |
| 594,242 | | |
| — | | |
| — | | |
| 597,777 | | |
| — | | |
| 597,777 | |
Net
income (loss) | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (809,767 | ) | |
| — | | |
| (809,767 | ) | |
| 229,551 | | |
| (580,216 | ) |
Balance
- March 31, 2024 | |
| 10,000 | | |
$ | 10 | | |
| 31,080 | | |
$ | 31 | | |
| 177,584,984 | | |
$ | 177,585 | | |
$ | 35,263,931 | | |
$ | (26,893,900 | ) | |
$ | (25,340 | ) | |
$ | 8,522,317 | | |
$ | (148,159 | ) | |
$ | 8,374,158 | |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
|
| |
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 warrants | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 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 | |
The accompanying notes are an integral part of these
unaudited consolidated financial statements.
iQSTEL INC
Consolidated Statements
of Cash Flows
(Unaudited)
|
|
|
|
|
|
|
|
|
| |
Three Months Ended |
| |
March 31, |
| |
2024 | |
2023 |
| |
| |
|
CASH FLOWS FROM OPERATING ACTIVITIES: | |
| | | |
| | |
Net loss | |
$ | (580,216 | ) | |
$ | (158,822 | ) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | |
| | | |
| | |
Stock-based compensation | |
| 31,065 | | |
| 11,230 | |
Bad debt expense | |
| 725 | | |
| — | |
Depreciation and amortization | |
| 35,161 | | |
| 34,060 | |
Amortization of debt discount | |
| 207,742 | | |
| — | |
Change in fair value of derivative liabilities | |
| — | | |
| (196,307 | ) |
Loss on settlement of debt | |
| 102,660 | | |
| — | |
Changes in operating assets and liabilities: | |
| | | |
| | |
Accounts receivable | |
| 2,743,089 | | |
| 564,365 | |
Inventory | |
| 185 | | |
| — | |
Prepaid and other current assets | |
| (552,204 | ) | |
| (16,204 | ) |
Due from related parties | |
| — | | |
| 5,131 | |
Accounts payable | |
| (556,055 | ) | |
| 537,667 | |
Accrued and other current liabilities | |
| (1,969,040 | ) | |
| (583,957 | ) |
Net cash (used in)
provided by operating activities | |
| (536,888 | ) | |
| 197,163 | |
| |
| | | |
| | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |
| | | |
| | |
Deposit for acquisitions of subsidiary | |
| (1,500,000 | ) | |
| — | |
Purchase of property and equipment | |
| (71,662 | ) | |
| (63,247 | ) |
Purchase of intangible assets | |
| — | | |
| (80,000 | ) |
Advances of loans receivable - related party | |
| (51,230 | ) | |
| — | |
Collection of amounts due from related parties | |
| — | | |
| 300 | |
Net cash used in investing activities | |
| (1,622,892 | ) | |
| (142,947 | ) |
| |
| | | |
| | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |
| | | |
| | |
Repayments of loans payable | |
| (8,885 | ) | |
| (9,006 | ) |
Proceeds from exercise of warrants | |
| — | | |
| 400,000 | |
Proceeds from convertible notes | |
| 3,722,500 | | |
| — | |
Repayment of convertible notes | |
| (190,932 | ) | |
| — | |
Net cash provided by financing activities | |
| 3,522,683 | | |
| 390,994 | |
| |
| | | |
| | |
Effect of exchange rate changes on cash | |
| — | | |
| 2,627 | |
| |
| | | |
| | |
Net change in cash | |
| 1,362,903 | | |
| 447,837 | |
Cash, beginning of period | |
| 1,362,668 | | |
| 1,329,389 | |
Cash, end of period | |
$ | 2,725,571 | | |
$ | 1,777,226 | |
| |
| | | |
| | |
Supplemental cash flow information | |
| | | |
| | |
Cash paid for interest | |
$ | 89,578 | | |
$ | — | |
Cash paid for taxes | |
$ | — | | |
$ | — | |
| |
| | | |
| | |
Non-cash transactions: | |
| | | |
| | |
Common stock issued for settlement of debt | |
$ | 279,660 | | |
$ | — | |
Resolution of derivative liabilities upon exercise of warrants | |
$ | — | | |
$ | 240,258 | |
Common stock issued in connection with convertible notes | |
$ | 597,777 | | |
$ | — | |
The accompanying notes are
an integral part of these unaudited consolidated financial statements.
iQSTEL INC
Notes to the Consolidated
Financial Statements
March 31, 2024
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
has been engaged in the business of telecommunication services as a wholesale carrier of voice, SMS and data for other telecom companies
around the World with over 400 active interconnection agreements with mobile companies,
fixed line companies and other wholesale carriers.
The Company
is a technology company with presence in 19 countries and 70 employees that is offering leading-edge services through its four business
divisions.
The Telecom
Division, which represents the majority of current operations and which also represents the source for all of the Company’s revenues,
offers VoIP, SMS, proprietary Internet of Things (IoT) solutions (www.iotsmartgas.com and www.iotsmarttank.com), and international fiber-optic
connectivity through its subsidiaries: Etelix.com USA, LLC, SwissLink Carrier AG, Smartbiz Telecom LLC, Whisl Telecom LLC, IoT Labs, LLC,
and QGlobal SMS, LLC.
The Company’s
developing Fintech Business Line offers a complete Fintech ecosystem MasterCard Debit Card, US Bank Account (No SSN Needed), Mobile App/Wallet
(Remittances, Mobile Top Up). The Company’s Fintech subsidiary, Global Money One Inc., is to provide immigrants access to reliable
financial services that makes it easier to manage their money and stay connected with their families back home.
The Company’s
developing BlockChain Platform Business Line offers our proprietary Mobile Number Portability Application (MNPA) to serve the in-country
portability needs through its subsidiary, itsBchain, LLC.
The Company’s
developing Electric Vehicle (EV) Business Line offers electric motorcycles for work and recreational use in the USA, Spain, Portugal,
Panama, Colombia, and Venezuela. EVOSS is also working on the development of an EV Mid Speed Car to serve the niche of the 2nd car in
the family.
The Company’s
developing Artificial Intelligence (AI)-Enhanced Metaverse Division offers a 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.
NOTE 2 -SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
The accompanying
unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United
States of America for interim financial statements and with the instructions to Form 10-Q and Regulation S-X of the United States Securities
and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles
generally accepted in the United States of America (“GAAP”) for annual financial statements.
In the opinion
of the Company’s management, the accompanying unaudited interim consolidated financial statements contain all the adjustments necessary
(consisting only of normal recurring accruals) to present the financial position of the Company as of March 31, 2024 and the results of
operations and cash flows for the periods presented. The results of operations for the three months ended March 31, 2024 are not necessarily
indicative of the operating results for the full fiscal year or any future period. These unaudited consolidated financial statements should
be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K
for the year ended December 31, 2023 filed with the SEC on April 1, 2024.
Reclassification
Certain accounts
from prior periods have been reclassified to conform to the current period presentation.
Consolidation
Policy
The consolidated
financial statements of the Company include the accounts of the Company and its owned subsidiaries, Etelix.com USA, LLC (“Etelix”),
SwissLink Carrier AG (“Swisslink”), ITSBCHAIN, LLC (“ItsBchain”), QGLOBAL SMS, LLC (“QGlobal”), IoT
Labs, LLC (“IoT Labs”), Global Money One Inc (“Global Money One”), Whisl Telecom LLC (“Whisl”) and
Smartbiz Telecom LLC (“Smartbiz”). All significant intercompany balances and transactions have been eliminated in consolidation.
Use of
Estimates
The preparation
of the consolidated financial statements in conformity with GAAP in the United States of America requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses
during the reporting period. Actual results could differ from these good faith estimates and judgments.
Foreign
Currency Translation and Re-measurement
The Company
translates its foreign operations to U.S. dollars in accordance with ASC 830, “Foreign Currency Matters”.
The functional
currency and reporting currency of Etelix, QGlobal, ItsBchain, IoT Labs, Whisl, Smartbiz and Global Money One is the U.S. dollar, while
SwissLink’s functional currency was the Swiss Franc (“CHF”). As of January 1, 2024, we changed the functional currency
of SwissLink from their respective local currency to the US dollar. The change in functional currency is due to increased exposure to
the US dollar as a result of a change in facts and circumstances in the primary economic environment in which this subsidiary operates.
The effects of the change in functional currency were not significant to our consolidated financial statements.
Cash and
Cash Equivalents
Cash and cash
equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from
inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant
risk of loss in value. The Company had no cash equivalents at March 31, 2024 and December 31, 2023.
Accounts
Receivable and Allowance for Uncollectible Accounts
Substantially
all of the Company’s accounts receivable balance is related to trade receivables. Trade accounts receivable are recorded at the
invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable
credit losses in its existing accounts receivable. The Company estimates expected credit losses related to accounts receivable
balances based on a review of available and relevant information including current economic conditions, projected economic conditions,
historical loss experience, account aging, and other factors that could affect collectability. During
the three months ended March 31, 2024 and 2023, the Company recorded bad debt expense of $725 and $0, 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
Series B Preferred stock, and it was excluded from the computation of diluted net loss per share as the result was anti-dilutive for the
three months ended March 31, 2024 and 2023.
Concentrations
of Credit Risk
The Company’s
financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents and related
party payables. The Company places its cash and cash equivalents with financial institutions of high creditworthiness. At times, its cash
and cash equivalents with a particular financial institution may exceed any applicable government insurance limits.
During the three months ended March 31, 2024, 8 customers
represented 86% of our revenue compared to 12 customers representing 86% of our revenue for the three months ended March 31, 2023. For
the three months ended March 31, 2024 and 2023, 47% and 62% of the revenue comes from customers under prepayment conditions which means
there is no credit or bad debt risk on that portion of the customers portfolio.
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; deposit for acquisition, prepaid and other current assets;
accounts payable; accrued liabilities and other current liabilities; and due from/to related parties approximate their fair values due
to the short-term maturities of these financial instruments.
Transactions
involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive,
free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related
party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations
can be substantiated. It is not, however, practical to determine the fair value of amounts due to related parties due to their related
party nature.
Revenue
Recognition
The Company
recognizes revenue from telecommunication services in accordance with ASC 606, “Revenue from Contracts with Customers.”
The Company
recognizes revenue related to monthly usage charges and other recurring charges during the period in which the telecommunication services
are rendered, provided that persuasive evidence of a sales arrangement exists, and collection is reasonably assured. Management considers
persuasive evidence of a sales arrangement to be a written interconnection agreement. The Company’s payment terms vary by client.
Recent Accounting Pronouncements
In November
2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2023-07,
"Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures"
which allows disclosure of one or more measures of segment profit or loss used by the chief operating decision maker to allocate resources
and assess performance. Additionally, the standard requires enhanced disclosures of significant segment expenses and other segment items,
as well as incremental qualitative disclosures on both an annual and interim basis. This guidance is effective for annual reporting periods
beginning after December 15, 2023, and interim reporting periods after December 15, 2024. Early adoption is permitted and retrospective
application is required for all periods presented. The Company is currently evaluating the impact of adopting this guidance on its Consolidated
Financial Statements and disclosures included within Notes to Consolidated Financial Statements.
In December
2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” which requires
enhanced disclosures, including specific categories and disaggregation of information in the effective tax rate reconciliation, disaggregated
information related to income taxes paid, income or loss from continuing operations before income tax expense or benefit, and income tax
expense or benefit from continuing operations. This guidance is effective for annual reporting periods beginning after December 15, 2024.
Early adoption is permitted and should be applied on a prospective basis; however, retrospective application is permitted. The Company
is currently evaluating the impact of adopting this guidance on its Consolidated Financial Statements and disclosures included within
Notes to Consolidated Financial Statements.
NOTE 3 -
GOING CONCERN
The Company's
consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the
realization of assets and liquidation of liabilities in the normal course of business. The Company has suffered recurring losses
from operations and does not have an established source of revenues sufficient to cover its operating costs. These conditions raise substantial
doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
The ability
of the Company to continue as a going concern is dependent upon its ability to successfully accomplish its business plan and eventually
attain profitable operations.
During the next
year, the Company's foreseeable cash requirements will relate to continual development of the operations of its business, maintaining
its good standing in the industry and continuing its marketing efforts. The Company may experience a cash shortfall and be required to
raise additional capital.
Historically,
the Company has relied upon funds from its stockholders. Management may raise additional capital through future public or private offerings
of the Company's stock or through loans from private investors, although there can be no assurance that it will be able to obtain such
financing. The Company's failure to do so could have a material and adverse effect upon its operations and its stockholders.
NOTE 4 – PREPAID
AND OTHER CURRENT ASSETS
Prepaid and
other current assets at March 31, 204 and December 31, 2023 consisted of the following:
|
|
|
|
|
|
|
|
|
| |
March 31, | |
December 31, |
| |
2024 | |
2023 |
Other receivable | |
$ | 115,922 | | |
$ | 312,116 | |
Prepaid expenses | |
| 1,320,870 | | |
| 738,050 | |
Advance payment | |
| 21,000 | | |
| 21,000 | |
Tax receivable | |
| 26,767 | | |
| 428 | |
Deposit for acquisition of asset | |
| 357,500 | | |
| 357,500 | |
Security deposit | |
| 133,207 | | |
| 20,000 | |
Total
Prepaid and Other Current Assets | |
$ | 1,975,266 | | |
$ | 1,449,094 | |
NOTE 5 – PROPERTY
AND EQUIPMENT
Property and
equipment at March 31, 204 and December 31, 2023 consisted of the following:
|
|
|
|
|
|
|
|
|
| |
March 31, | |
December 31, |
| |
2024 | |
2023 |
Telecommunication equipment | |
$ | 386,700 | | |
$ | 386,700 | |
Telecommunication software | |
| 908,503 | | |
| 836,840 | |
Other equipment | |
| 91,468 | | |
| 99,892 | |
Total property and equipment | |
| 1,386,671 | | |
| 1,323,432 | |
Accumulated depreciation and amortization | |
| (827,174 | ) | |
| (800,435 | ) |
Total property and equipment | |
$ | 559,497 | | |
$ | 522,997 | |
Depreciation
expense for the three months ended March 31, 2024 and 2023 amounted to $35,161 and $34,060, respectively.
NOTE 6 –LOANS
PAYABLE
Loans payable
at March 31, 204 and December 31, 2023 consisted of the following:
| |
March 31, | |
December 31, | |
| |
Interest |
| |
2024 | |
2023 | |
Term | |
rate |
Martus | |
$ | 103,738 | | |
$ | 103,738 | | |
Note was issued on October 23, 2018 and due on June 30, 2024 | |
| 5.0 | % |
Darlene Covid19 | |
| 90,214 | | |
| 99,099 | | |
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 paid in full in March 2024 | |
| 24.0 | % |
Total | |
| 193,952 | | |
| 367,837 | | |
| |
| | |
Less: Unamortized debt discount | |
| — | | |
| (3,750 | ) | |
| |
| | |
Total loans payable | |
| 193,952 | | |
| 364,087 | | |
| |
| | |
Less: Current portion of loans payable | |
| (103,738 | ) | |
| (264,988 | ) | |
| |
| | |
Long-term loans payable | |
$ | 90,214 | | |
$ | 99,099 | | |
| |
| | |
During the three
months ended March 31, 2024 and 2023, the Company repaid the principal amount of $8,885 and $9,006, respectively.
During the
three months ended March 31, 2024, the Company settled principal amount and accrued interest of a note payable issued in April 2023 by
issuing 1,770,000 shares of common stock. As a result, the Company recorded a loss on settlement of debt of $102,660.
Loans payable
- related parties at March 31, 204 and December 31, 2023 consisted of the following:
| |
March 31, | |
December 31, | |
| |
Interest |
| |
2024 | |
2023 | |
Term | |
rate |
49% of Shareholder of SwissLink | |
$ | 21,606 | | |
$ | 21,606 | | |
Note is due on demand | |
| 0 | % |
49% of Shareholder of SwissLink | |
| 237,841 | | |
| 237,841 | | |
Note is due on demand | |
| 5 | % |
Total | |
| 259,447 | | |
| 259,447 | | |
| |
| | |
Less: Current portion of loans payable - related parties | |
| 259,447 | | |
| 259,447 | | |
| |
| | |
Long-term loans payable - related parties | |
$ | — | | |
$ | — | | |
| |
| | |
During the three
months ended March 31, 2024 and 2023, the Company recorded interest expense of $9,053 and $3,645 and recognized amortization
of discount, included in interest expense, of $3,750 and $0, respectively.
NOTE 7 -
CONVERTIBLE NOTES
Convertible
notes at March 31, 2024 and December 31, 2023 consisted of the following:
| |
March 31, | |
December 31, |
| |
2024 | |
2023 |
Issued in fiscal year 2023 | |
$ | 179,732 | | |
$ | 369,044 | |
Issued in fiscal year 2024 | |
| 4,212,888 | | |
| — | |
Total convertible notes payable | |
| 4,392,620 | | |
| 369,044 | |
Less: Unamortized debt discount | |
| (923,185 | ) | |
| (39,012 | ) |
Total convertible notes | |
| 3,469,435 | | |
| 330,032 | |
| |
| | | |
| | |
Less:
current portion of convertible notes | |
| 3,469,435 | | |
| 330,032 | |
Long-term convertible notes | |
$ | — | | |
$ | — | |
Issued in fiscal year 2023
During
the year ended December 31, 2023, the Company borrowed $284,760 and $256,760 from a third party totaling $541,520, which includes
original issue discount and financing costs of $66,520. The notes are due on June 1, 2024 and October 15, 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 and $28,757 beginning on July 16, 2023 and January 15, 2024. The notes are convertible at the option
of the holders at any time following an event of default, and the conversion price is 75% multiplied by the lowest trading price of Company’s
common stock during the 10 trading days prior to the conversion date.
Issued in fiscal year
2024
On January 24, 2024, we
entered into a securities purchase agreement (the “SPA”) with M2B Funding Corp., a Florida corporation, for it to purchase
up to the principal amount of $3,888,889 in secured convertible promissory notes (the “Notes”) for an aggregate purchase
price of $3,500,000 (the “Purchase Price”), which Notes are convertible into shares (“Conversion Shares”) of
our common stock with an initial conversion price of $0.11 per share. Each noteholder shall receive shares of common stock (“Kicker
Shares”) in an amount equal to ten percent of the principal amount of any Note issued divided by $0.11. The Notes are secured by
all of our assets under a Security Agreement signed with the SPA.
The initial tranche was
executed in January 2024 for $2,222,222
in face value of Notes and 2,020,200
Kicker Shares, with an original issue discount of $222,222;
second and third tranches were executed in March 2024 for $1,111,111
and $555,556,
respectively, in face value of Notes and 1,010,101
and 505,051
Kicker Shares, with an original issue discount of US $111,111
and $55,556,
respectively. Each one year note bears interest at 18% per annum.
During the period ended
March 31, 2024, the Company borrowed $146,900 and $177,100 from a third party totaling $324,000, which includes original issue discount
and financing costs of $49,000. The notes are due on January 15, 2025, and a one-time interest charge of 12% and 14%, respectively, shall
be applied. Accrued, unpaid interest and outstanding principal on the $146,900 note shall be paid in 10 payments each in the amount
of $16,453 beginning on April 15, 2024; accrued, unpaid interest and outstanding principal on the $177,100 note shall be paid in
5 payments, one payment of $100,947 and four payments of $25,237, beginning in September 2024. The notes are convertible at the
option of the holders at any time following an event of default, and the conversion price is 75% multiplied by the lowest trading price
of Company’s common stock during the 10 trading days prior to the conversion date.
During the three months
ended March 31, 2024 and 2023, the Company recorded interest expense of $139,979 and $0 and recognized amortization
of discount, included in interest expense, of $203,992 and $0, respectively.
NOTE 8 – STOCKHOLDERS’
EQUITY
Common Stock
The Company’s
authorized capital consists of 300,000,000 shares of common stock with a par value of $0.001 per share.
During
the three months ended March 31, 2024, the Company issued 5,455,354 shares of common stock, valued at fair market value on issuance
as follows:
| • | 150,000
shares for compensation to our directors valued at 31,065 |
| • | 3,535,354
shares in connection with convertible notes valued at $597,777; and |
| • | 1,770,000
shares for settlement of debt valued at $279,660 |
As of March
31, 2024 and December 31, 2023, 177,584,984 and 172,129,630 shares of common stock were issued and outstanding, respectively.
Preferred
Stock
The
Company’s authorized capital consists of 1,200,000 shares of preferred 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 March
31, 2024 and December 31, 2023, 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.
As of March
31, 2024 and December 31, 2023, 31,080 shares of Series B Preferred Stock were issued and outstanding.
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 March
31, 2024 and December 31, 2023, no Series C Preferred Stock was issued or outstanding.
Series D
Preferred Stock
On November 3, 2023, pursuant to Article III of our
Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock entitled Series D Preferred Stock, consisting
of up 75,000 shares, par value $0.001. Under the Certificate of Designation, in the event of any dissolution, liquidation
or winding up of the Corporation, the Holders of Series D Preferred Stock shall be entitled to participate in any distribution out of
the assets of the Corporation before the holders of the Common Stock, Series A Preferred Stock and Series C Preferred Stock, but shall
be considered on parity to the liquidation rights of the Series B Preferred Stockholders. The holders of shares of Series D Preferred
Stock have no dividend rights except as may be declared by the Board in its sole and absolute discretion, out of funds legally available
for that purpose. Holders of Series D Preferred Stock do not have voting rights but may convert into common stock at a conversion
rate of one thousand (1,000) shares of Common Stock for every one (1) share of Series D Preferred Stock.
The rights of
the holders of Series D Preferred Stock are defined in the relevant Certificate of Designation filed with the Nevada Secretary of State
on November 3, 2023.
As of March
31, 2024 and December 31, 2023, no Series D Preferred Stock was issued or outstanding.
NOTE 9 -
RELATED PARTY TRANSACTIONS
Due from
related party
As of March
31, 2024 and December 31, 2023, the Company had amounts due from related parties of $391,745 and $340,515, respectively. The loans
are unsecured, non-interest bearing and due on demand.
Due to related
parties
As of March
31, 2024 and December 31, 2023, 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 three
months ended March 31, 2024 and 2023, the Company recorded management salaries of $211,500 and $144,000, respectively,
and stock-based compensation bonuses of $31,065 and $11,230, respectively.
As of March
31, 2024 and December 31, 2023, the Company recorded and accrued management salaries of $137,127 and $100,128, respectively.
NOTE 10 – COMMITMENTS
AND CONTINGENCIES
Leases and
Long-term Contracts
The Company
has not entered into any long-term leases, contracts or commitments. The Company leases facilities which the term is 12 months. For
the three months ended March 31, 2024 and 2023, the Company incurred rent expense of $7,122 and $900, respectively.
NOTE 11 –
DEPOSIT FOR ACQUISITION
On January 19, 2024, we entered
into a Share Purchase Agreement (“Purchase Agreement”) with Yukon River Holdings, Ltd. (“Yukon River”), a corporation
formed under the laws of the British Virgin Islands (“Seller”) concerning the contemplated sale by Seller and the purchase
by us of 51% of the ordinary shares Seller holds in QXTEL LIMITED (“QXTEL”), a company incorporated in England and Wales.
The purchase price (the “Purchase
Price”) payable to the Seller for the shares is $5,000,000. Upon the execution of the Purchase Agreement, we agreed to deposit $1,500,000
of the Purchase Price into the trust account of a law firm acting as escrow agent (the “Escrow Agent”) as a nonrefundable
deposit to evidence our good faith intention to purchase the shares. If the Purchase Agreement does not close before April 30, 2024, the
deposit is non-refundable. If the Purchase Agreement closes, the deposit will be credited against the Purchase Price.
At closing, in addition to
the $1,500,000 with the Escrow Agent that will form part of the Purchase Price, we are required to pay $1,500,000 in cash and $2,000,000
to the Seller, either (A) in the form of a promissory note (the “Promissory Note”), or (B) by the delivery of iQSTEL shares
to Seller. Seller may decide the form of payment between the Promissory Note or the share of iQSTEL, and if a Promissory Note is chosen,
we have agreed to allow Seller the option to exchange the Promissory Note for shares of iQSTEL.
As of March
31, 2024, the acquisition was not closed yet. The acquisition was closed on April 1, 2024, please refer to Note 13 – Subsequent
Events for more details.
NOTE 12 -
SEGMENT
At March 31,
2024 and December 31, 2023, the Company operates in one industry segment, telecommunication services, and two geographic segments, USA
and Switzerland, where current assets and equipment are located.
Operating
Activities
The following
table shows operating activities information by geographic segment for the three months ended March 31, 2024 and 2023:
Three months ended March 31, 2024
NOTE 12 - SEGMENTS - Operating Activities by
Geographic Segment (Details)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
USA | |
Switzerland | |
Elimination | |
Total |
Revenues | |
$ | 52,111,257 | | |
| 1,035,919 | | |
$ | (1,732,298 | ) | |
$ | 51,414,878 | |
Cost of revenue | |
| 50,931,826 | | |
| 836,324 | | |
| (1,732,298 | ) | |
| 50,035,852 | |
Gross profit | |
| 1,179,431 | | |
| 199,595 | | |
| — | | |
| 1,379,026 | |
| |
| | | |
| | | |
| | | |
| | |
Operating expenses | |
| | | |
| | | |
| | | |
| | |
General and administration | |
| 1,356,006 | | |
| 206,472 | | |
| — | | |
| 1,562,478 | |
| |
| | | |
| | | |
| | | |
| | |
Operating loss | |
| (176,575 | ) | |
| (6,877 | ) | |
| — | | |
| (183,452 | ) |
| |
| | | |
| | | |
| | | |
| | |
Other income (expense) | |
| (435,483 | ) | |
| 38,719 | | |
| — | | |
| (396,764 | ) |
| |
| | | |
| | | |
| | | |
| | |
Net income (loss) | |
$ | (612,058 | ) | |
$ | 31,842 | | |
$ | — | | |
$ | (580,216 | ) |
Three months ended March 31, 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
USA | |
Switzerland | |
Elimination | |
Total |
Revenues | |
$ | 24,847,671 | | |
| 1,347,435 | | |
$ | (1,528,577 | ) | |
$ | 24,666,529 | |
Cost of revenue | |
| 23,825,886 | | |
| 1,152,484 | | |
| (1,528,577 | ) | |
| 23,449,793 | |
Gross profit | |
| 1,021,785 | | |
| 194,951 | | |
| — | | |
| 1,216,736 | |
| |
| | | |
| | | |
| | | |
| | |
Operating expenses | |
| | | |
| | | |
| | | |
| | |
General and administration | |
| 1,350,956 | | |
| 183,310 | | |
| — | | |
| 1,534,266 | |
| |
| | | |
| | | |
| | | |
| | |
Operating (loss) income | |
| (329,171 | ) | |
| 11,641 | | |
| — | | |
| (317,530 | ) |
| |
| | | |
| | | |
| | | |
| | |
Other income (expense) | |
| 174,955 | | |
| (16,247 | ) | |
| — | | |
| 158,708 | |
| |
| | | |
| | | |
| | | |
| | |
Net loss | |
$ | (154,216 | ) | |
$ | (4,606 | ) | |
$ | — | | |
$ | (158,822 | ) |
Asset
Information
The following
table shows asset information by geographic segment as of March 31, 204 and December 31, 2023:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2024 | |
USA | |
Switzerland | |
Elimination | |
Total |
Assets | |
| | | |
| | | |
| | | |
| | |
Current assets | |
$ | 15,834,379 | | |
$ | 748,064 | | |
$ | (962,688 | ) | |
$ | 15,619,755 | |
Non-current assets | |
$ | 11,859,742 | | |
$ | 823,835 | | |
$ | (6,184,562 | ) | |
$ | 6,499,015 | |
Liabilities | |
| | | |
| | | |
| | | |
| | |
Current liabilities | |
$ | 13,027,346 | | |
$ | 1,420,002 | | |
$ | (962,688 | ) | |
$ | 13,484,660 | |
Non-current liabilities | |
$ | 139 | | |
$ | 259,813 | | |
$ | — | | |
$ | 259,952 | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2023 | |
USA | |
Switzerland | |
Elimination | |
Total |
Assets | |
| | | |
| | | |
| | | |
| | |
Current assets | |
$ | 14,537,969 | | |
$ | 1,874,627 | | |
$ | (693,424 | ) | |
$ | 15,719,172 | |
Non-current assets | |
$ | 11,810,606 | | |
$ | 810,437 | | |
$ | (6,184,562 | ) | |
$ | 6,436,481 | |
Liabilities | |
| | | |
| | | |
| | | |
| | |
Current liabilities | |
$ | 11,978,244 | | |
$ | 2,556,124 | | |
$ | (693,424 | ) | |
$ | 13,840,944 | |
Non-current liabilities | |
$ | 139 | | |
$ | 268,698 | | |
$ | — | | |
$ | 268,837 | |
NOTE 13 –
SUBSEQUENT EVENTS
Subsequent to
March 31, 2024 and through the date that these financials were made available, the Company had the following subsequent events:
On
April 1, 2024 the Company closed the acquisition of 51% of the issued ordinary shares of QXTEL Limited as it was established in the Shares
Purchase Agreement executed and disclosed in a Form 8-K on January 19, 2024 .
At closing, the Company acquired 51% of the issued ordinary shares of QXTEL Limited.
The purchase price (the “Purchase Price”)
payable to the Seller for the shares is US $5,000,000. Upon the execution of the Purchase Agreement, on January 19, 2024 we deposited
US $1,500,000 of the Purchase Price into the trust account of a law firm acting as escrow agent (the “Escrow Agent”) as a
nonrefundable deposit to evidence our good faith intention to purchase the shares. At closing on April 1, 2024, in addition to the US
$1,500,000 with the Escrow Agent that will form part of the Purchase Price, we paid US $1,500,000 in cash and US $2,000,0000 to the Seller,
in the form of a promissory note (the “Promissory Note”). We have agreed to allow Seller the option to exchange the Promissory
Note for shares of iQSTEL under a formula discounted by 20% of the average closing sales price
for 5 consecutive days on the trading market. If the Promissory Note is not exchanged for shares, the $2,000,000 will be paid with no
interest in 7 monthly payments of $200,000 each and an eighth payment of $600,000.
On May 10, 2024, the Company entered into a Purchase
Company Agreement (“Purchase Company Agreement”) with Omar Luna and Lynk Holding LLC (together, the “Seller”)
concerning the sale by Seller and the purchase by us of 51% of the membership interests the Seller holds in Lynk Telecom, LLC, a Virginia
limited liability company (“Lynk Telecom”). The closing of the Purchase Company Agreement is expected to occur no later than
July 1, 2024, once due diligence has been completed.
Lynk Telecom provides certified business telephone,
SMS, connectivity, and networking services across various sectors in the United States. Lynk Holding LLC recently acquired selected assets
from a company known as Voyce Telecom, and Lynk Holding LLC has the obligation to pay the shareholders of Voyce Telecom the purchase price
in that acquisition, which is outstanding.
The Purchase Price for 51% of the membership interests
of Lynk Telecom is US $1,500,000, and this amount will be paid by the Seller to the Buyer in 12 consecutive monthly cash payments of US$
125,000 each. The Seller agrees to use these funds for the amortization of the payments that it owes to Voyce in relation to the contract
between Lynk Holding and Voyce Telecom.
Once we have paid the $1,500,000 for the acquisition
of Lynk Telecom, and Lynk Telecom has achieved the business goals outlined in the Purchase Company Agreement, under what we refer to as
“Phase I,” we have agreed to lend up to US$1,500,000 to Lynk Telecom, in installments of up to US$100,000 per month, to be
used solely for marketing campaigns, promotion and development of the retail services, according to a business plan that has to be approved
by Lynk Telecom’s board of directors.
The disbursements of this loan will be subject to
the achievements of the quarterly goals set in the business plan of Lynk Telecom. This retail business plan will have the aim of achieving
the objective of generating a minimum of US$200,000 in operating income per month, with intermediate staggered quarterly goals.
Upon the completion of Phase I, and the business goals
in the Purchase Company Agreement have been achieved, we have agreed to lend Lynk Telecom up to US$1,500,000 in at least three stages,
each of up to US$500,000 per year to help accelerate the amortization of the debt Lynk Holding LLC has with the Voyce Telecom shareholders.
These loans would be linked to compliance with the financial statements for fiscal years 2026, 2027, 2028, 2029 and 2030. The goals for
these years will be defined posteriori by the parties and approved by Lynk Telecom’s Board of Directors. The payment of this loan
will be guaranteed with the portion of dividends that correspond to Lynk Holding LLC when Lynk Telecom makes a dividend distribution.
If, as a result of operations, Lynk Telecom does not
reach the projections in the Purchase Company Agreement, and the business plan for the years 2026, 2027, 2028, 2029 and 2030 approved
by Lynk Telecom´s Board of Directors, we may retain the stipulated loan. If Lynk Telecom surpassed the projections in the Purchase
Company Agreement, we have agreed to true up the purchase price, with details of the true up contained in the Purchase Company Agreement.
Once this Purchase Company Agreement is signed, the
manager of Lynk Telecom, Omar Luna, is expected to enter into a 3-year employment agreement with Lynk Telecom, that will be executed before
the closing date, renewable for a 2-year period to guarantee the operational continuity of Lynk Telecom and the implementation of a business
plan that will lead Lynk Telecom into a productive company with positive net income as established in the Purchase Company Agreement.
Lynk Telecom shall have a Board of Directors composed
of 3 members: 2 of the members shall be appointed by us and the remaining member shall be appointed by the Seller. The position of President
and Secretary will be reserved for us.
The closing of the Purchase Agreement is subject to,
among other things, Lynk Telecom having prepared all accounting information in accordance with SEC standards in such a manner that any
audit of the Company, if required, may be performed.
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. (www.iqstel.com) is a technology company
with a 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) (www.realityborder.com) 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.
Our metaverse leverages advanced
AI to introduce Non-Player Characters (NPCs) that significantly enhance user engagement and functionality within virtual environments.
These NPCs are not mere static elements; rather, they are powered by OpenAI's latest language models, enabling dynamic interaction with
users. This AI-driven interaction allows NPCs to serve as sales and brand assistants, guiding users through immersive experiences that
can extend to purchasing products from external websites. Furthermore, these intelligent agents can control access to gated spaces within
the metaverse based on user interactions, showcasing a personalized approach to user experience.
A key innovation in our AI
implementation is the NPCs' ability to autonomously make decisions based on their understanding of user interactions. This is achieved
through state-of-the-art natural language processing and understanding capabilities, which are supported in seven languages. Additionally,
our NPCs utilize advanced text-to-speech and speech-to-text technologies to facilitate seamless communication with users across diverse
linguistic backgrounds. The incorporation of "function call" features further enhances the NPCs' ability to perform complex
tasks and interact meaningfully with the environment and the users.
Our reference to our technology
as "cutting-edge" is grounded in our commitment to continuous improvement and innovation. We consistently integrate the latest
advancements in AI, particularly in the areas of chatbots, language understanding, and user interaction technologies. This ensures that
our metaverse remains at the forefront of AI application in virtual spaces, offering an unparalleled user experience that goes beyond
traditional virtual environments.
We are currently in an advanced
phase of development, with ongoing enhancements to AI functionalities and user interaction models. Our team is dedicated to exploring
and implementing the latest AI technologies to ensure that our metaverse remains a leading example of innovation in virtual space technology.
The information
contained on our websites is not incorporated by reference into this prospectus 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
March 31, 2024 was $51,414,878, compared with $24,666,529 for the three months ended March 31, 2023. These numbers reflect an increase
of 108% quarter over quarter on our consolidated revenues.
When looking at the numbers
by subsidiary, we have the following breakout for the three months ended March 31, 2024 compared to the three months ended March 31,
2023:
Subsidiary | |
Revenue Three Months Ended March 31, 2024 | |
Revenue Three Months Ended March 31, 2023 |
Etelix.com USA, LLC | |
$ | 18,629,910 | | |
$ | 4,348,986 | |
SwissLink Carrier AG | |
| 974,734 | | |
| 1,275,285 | |
QGlobal LLC | |
| 367,260 | | |
| 85,051 | |
IoT Labs LLC | |
| 24,338,199 | | |
| 15,261,282 | |
Whisl | |
| 923,328 | | |
| 304,686 | |
Smartbiz | |
| 6,181,447 | | |
| 3,391,240 | |
| |
$ | 51,414,878 | | |
$ | 24,666,529 | |
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 expanding the synergies among our subsidiaries.
We expect that our revenue will continue to grow consistently
over the coming quarters until reaching a projected total of +$250,000,000 by the end of 2024.
Cost of Revenues
Our total cost of revenues for the three months ended
March 31, 2024 increased to $50,035,852, compared with $23,449,793 for the three months ended March 31, 2023.
When looking at the numbers
by subsidiary, we have the following breakout for the three months ended March 31, 2024 compared to the three months ended March 31, 2023:
Subsidiary | |
Cost of Revenue Three Months Ended March 31, 2024 | |
Cost of Revenue Three Months Ended March 31, 2023 |
Etelix.com USA, LLC | |
$ | 17,832,936 | | |
$ | 3,764,473 | |
SwissLink Carrier AG | |
| 770,168 | | |
| 1,103,857 | |
QGlobal LLC | |
| 242,417 | | |
| 51,549 | |
IoT Labs LLC | |
| 23,796,575 | | |
| 14,878,901 | |
Whisl | |
| 1,129,010 | | |
| 567,719 | |
Smartbiz | |
| 6,264,746 | | |
| 3,083,294 | |
| |
$ | 50,035,852 | | |
$ | 23,449,793 | |
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 networks.
The behavior in the costs shows a logical correlation
with the behavior of the revenue commented on above. We have reached a higher volume of sales and every additional unit sold (minutes
and SMS) has its corresponding termination cost.
Gross Margin
Our gross margin, which is simply the difference between our
revenues and our cost of sales, discussed above, was $1,379,026 for the three months ended March 31, 2024 compared to $1,216,736 for
the three months ended March 31, 2023. This represents an increase of 13.34% in the gross margin quarter over quarter.
We expect our gross margin will increase through the increment in the revenue
associated with the SMS businesses offered by QGlobal SMS, whose margin is greater than 25%, compared to the margins of the wholesale
voice business of 3% average. While our revenue associated with voice services grew 187% when comparing the three months ended on March
31, 2024 to the three months ended on March 31, 2023, the revenue of QGlobal SMS grew 332% in the same period.
Operating Expenses
Operating expenses increased to $1,562,478 for the
three months ended March 31, 2024 from $1,534,266 for the three months ended March 31, 2023. The detail by major category is reflected
in the table below.
| |
Three Months Ended
March 31, |
| |
2024
| |
2023 |
Salaries, Wages and Benefits | |
$ | 375,426 | | |
$ | 459,130 | |
Technology | |
| 221,463 | | |
| 124,215 | |
Professional Fees | |
| 503,572 | | |
| 450,487 | |
Legal and Regulatory | |
| 32,164 | | |
| 60,495 | |
Travel and Events | |
| 35,736 | | |
| 24,361 | |
Public Cost | |
| 71,930 | | |
| 10,445 | |
Advertising | |
| 184,740 | | |
| 287,126 | |
Bank Services and Fees | |
| 19,736 | | |
| 7,756 | |
Depreciation and Amortization | |
| 35,161 | | |
| 34,060 | |
Office, Facility and Other | |
| 49,962 | | |
| 62,978 | |
Insurance | |
| 798 | | |
| 1,983 | |
Bad debt expense | |
| 725 | | |
| — | |
| |
| | | |
| | |
Sub Total | |
| 1,531,413 | | |
| 1,523,036 | |
| |
| | | |
| | |
Stock-based compensation | |
| 31,065 | | |
| 11,230 | |
Total Operating Expenses | |
$ | 1,562,478 | | |
$ | 1,534,266 | |
When looking at the numbers
by subsidiary, we have the following breakout for the three months ended March 31, 2024 compared to the three months ended March 31, 2023:
| |
Three Months Ended
March 31, |
| |
2024 | |
2023 | |
Difference |
iQSTEL | |
| 657,410 | | |
| 664,552 | | |
| (7,142 | ) |
Etelix | |
| 68,176 | | |
| 105,286 | | |
| (37,110 | ) |
SwissLink | |
| 206,472 | | |
| 183,309 | | |
| (23,163 | ) |
ItsBchain | |
| 10,416 | | |
| 11,789 | | |
| (1,373 | ) |
QGlobal | |
| 109,012 | | |
| 63,875 | | |
| 45,137 | |
IoT Labs | |
| 52,522 | | |
| 62,806 | | |
| (10,284 | ) |
Global Money One | |
| 250 | | |
| 43,449 | | |
| (43,199 | ) |
Whisl | |
| 240,048 | | |
| 154,440 | | |
| 85,608 | |
Smartbiz | |
| 218,172 | | |
| 244,760 | | |
| (26,588 | ) |
| |
| 1,562,478 | | |
| 1,534,266 | | |
| 28,212 | |
The most significant differences are: (1) the increase
in Professional Fees; (2) the increases in technology expenses related to the deployment and upgrade of the Switching platform to allocate
Smartbiz. This platform is currently used by SwissLink and Etelix; and (3) the increase in Public Cost.
We are continually identifying operational synergies
among all of our subsidiaries to be more cost efficient. We are currently making investments in the development of a unique voice switching
platform that will allow us to reduce costs between fifty and sixty thousand dollars per quarter.
Operating Income
The Company showed negative Operating Income for the
three months ended March 31, 2024 of $183,452 compared with a negative result of $317,530 for the three months ended March 31, 2023.
Even though the Company showed negative Operating
Income, the number shows a trend of significant improvement year over year.
Our Telecom Division, which is the one generating
revenue at the present time, generated positive Operating Income. The expenses of our Pre-revenue companies are set at the minimum required
to finish the development of the product/services prior to market launch.
| |
| |
Pre revenue
companies | |
| |
|
| |
Telecom Division | |
ItsBchain | |
Global Money
One | |
iQSTEL | |
Consolidated |
Revenues | |
$ | 51,414,878 | | |
| — | | |
| — | | |
| — | | |
$ | 51,414,878 | |
Cost of revenues | |
| 50,035,852 | | |
| — | | |
| — | | |
| — | | |
| 50,035,852 | |
Gross profit | |
| 1,379,026 | | |
| — | | |
| — | | |
| — | | |
| 1,379,026 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Operating expenses | |
| | | |
| | | |
| | | |
| | | |
| | |
General and administration | |
| 894,402 | | |
| 10,416 | | |
| 250 | | |
| 657,410 | | |
| 1,562,478 | |
Total operating expenses | |
| 894,402 | | |
| 10,416 | | |
| 250 | | |
| 657,410 | | |
| 1,562,478 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Operating income/(loss) | |
$ | 484,624 | | |
| (10,416 | ) | |
| (250 | ) | |
| (657,410 | ) | |
$ | (183,452 | ) |
The reason why there are practically no operating
expenses associated with the Fintech project is because the product development has already been completed. The Company is working on
the design of the marketing and sales strategy for the start of commercial activities.
Other Expenses/Other Income
We had other expenses of $396,764 for the three months
ended March 31, 2024, as compared with other income of $158,708 for the same period ended 2023. The other expenses in 2024 are largely
due to $365,474 in Interest Expense associated with the financing for the acquisition of QXTEL, which allows us to drive the organic growth
of the company. Our other income in 2023 was largely due to the positive change in fair value of derivative liabilities.
Net Loss
We
finished the three months ended March 31, 2024 with a net loss of $580,216, as compared to a loss of $158,822 during the three months
ended March 31, 2023. The net loss as of March 31, 2024 is highly impacted by interest expense incurred in the acquisition of QXTEL; however,
the increase in the Company's value and the beneficial effects of this acquisition could be observed in the consolidated proformas that
were presented in conjunction with the acquisition of QXTEL .
QXTEL is expecting to add over eighty million dollars
in annual revenues and net income around one million dollars per year.
Liquidity and Capital Resources
As of March 31, 2024, we had total current assets
of $15,619,755 and current liabilities of $13,484,660, resulting in a positive working capital of $2,135,095 and a current ratio of approximately
1.16 to 1. This compares to working capital of $1,878,228 at December 31, 2023.
The positive evolution of our working capital is an
indicator that the company's capital resources allow us to cover operating costs more easily every day and finance organic growth.
Our operating activities used $536,888 for the three
months ended March 31, 2024 as compared with $197,163 provided in operating activities in the three months ended March 31, 2023. Our cash
flow from operations varies depending on our operating results and the timing of operating cash receipts and payments, specifically trade
accounts receivable and trade accounts payable.
Investing activities used $1,622,892 for the
three months ended March 31, 2024 as compared with $142,947 for the three months ended March 31, 2023. Uses of funds in investing activities
in 2024 consisted primarily of the first payment of $1,500,000 for the acquisition of QXTEL in January 2024. Uses of funds on investing
activities in 2023 were primarily the acquisition of property and equipment and the issuance of a related party loan.
Financing activities provided $3,522,683 in the three
months ended March 31, 2024 compared with $390,994 provided in the three months ended March 31, 2023. Our positive financing cash flow
in 2024 was largely the result of the financing secured to complete the acquisition of QXTEL. Our positive financing cash flow in 2023
was largely the result of the net proceeds from the exercise of an option in the amount of $400,000.
Our current financial condition has improved
significantly. However, we intend to fund operations through increased sales and debt and/or equity financing arrangements, to strengthen
our liquidity and capital resources. 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 three-month period
ended March 31, 2024.
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 three months ended March 31, 2024; 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 March 31, 2024, 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 March 31, 2024. 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 three-month period
ended March 31, 2024, 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 proceeding. 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
1, 2024.
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 three months ended March 31, 2024, the Company issued 5,455,354 shares of common stock, valued at fair market value on issuance
as follows:
| • | 150,000 shares for compensation
to our directors valued at 31,065 |
| • | 3,535,354
shares in connection with convertible notes valued at $597,777; and |
| • | 1,770,000
shares for settlement of debt valued at $279,660 |
These securities were issued pursuant to Section 4(2)
of the Securities Act and/or Rule 506 promulgated thereunder. The holders represented their intention to acquire the securities for investment
only and not with a view towards distribution. The investors were given adequate information about us to make an informed investment decision.
We did not engage in any general solicitation or advertising. We directed our transfer agent to issue the stock certificates with the
appropriate restrictive legend affixed to the restricted stock.
Item 3. Defaults upon Senior Securities
None
Item 4. Mine Safety Disclosures
N/A
Item 5. Other Information
None
Item 6. Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on May 15, 2024 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 |
|
I, Leandro Iglesias, certify that;
1. |
|
I have reviewed this Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 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: May 15, 2024
/s/ Leandro Iglesias
By: Leandro Iglesias
Title: Chief Executive Officer
I, Alvaro Quintana Cardona, certify that;
1. |
|
I have reviewed this Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 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: May 15, 2024
/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 March 31, 2024 filed with the Securities and Exchange Commission (the
“Report”), I, Leandro Iglesias, Chief Executive Office, 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: |
May 15, 2024 |
|
|
By: |
/s/ Alvaro Quintana Cardona |
Name: |
Alvaro Quintana Cardona |
Title: |
Principal Financial Officer |
Date: |
May 15, 2024 |
This certification has been furnished solely pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
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May 15, 2024 |
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|
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
|
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Entity Address, Address Line One |
300 Aragon Avenue
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Suite 375
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Coral Gables
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FL
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33134
|
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City Area Code |
954
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951-8191
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v3.24.1.1.u2
Consolidated Balance Sheets (Unaudited) - USD ($)
|
Mar. 31, 2024 |
Dec. 31, 2023 |
Current Assets |
|
|
Cash |
$ 2,725,571
|
$ 1,362,668
|
Accounts receivable, net |
9,000,237
|
12,539,774
|
Inventory |
26,936
|
27,121
|
Due from related parties |
391,745
|
340,515
|
Deposit for acquisition |
1,500,000
|
|
Prepaid and other current assets |
1,975,266
|
1,449,094
|
Total Current Assets |
15,619,755
|
15,719,172
|
Property and equipment, net |
559,497
|
522,997
|
Intangible asset |
99,592
|
99,592
|
Goodwill |
5,172,146
|
5,172,146
|
Deferred tax assets |
426,755
|
426,755
|
Other asset |
241,025
|
214,991
|
TOTAL ASSETS |
22,118,770
|
22,155,653
|
Current Liabilities |
|
|
Accounts payable |
1,614,500
|
2,966,279
|
Accrued and other current liabilities |
8,010,927
|
9,993,585
|
Due to related parties |
26,613
|
26,613
|
Loans payable - net of discount of $0 and $3,750, respectively |
103,738
|
264,988
|
Loans payable - related parties |
259,447
|
259,447
|
Convertible notes - net of discount of $923,185 and $39,012, respectively |
3,469,435
|
330,032
|
Total Current Liabilities |
13,484,660
|
13,840,944
|
Loans payable, non-current |
90,214
|
99,099
|
Employee benefits, non-current |
169,738
|
169,738
|
TOTAL LIABILITIES |
13,744,612
|
14,109,781
|
Stockholders' Equity |
|
|
Common stock: 300,000,000 authorized; $0.001 par value 177,584,984 and 172,129,630 shares issued and outstanding, respectively |
177,585
|
172,130
|
Additional paid in capital |
35,263,931
|
34,360,884
|
Accumulated deficit |
(26,893,900)
|
(26,084,133)
|
Accumulated other comprehensive loss |
(25,340)
|
(25,340)
|
Equity attributed to stockholders of iQSTEL Inc. |
8,522,317
|
8,423,582
|
Deficit attributable to noncontrolling interests |
(148,159)
|
(377,710)
|
TOTAL STOCKHOLDERS' EQUITY |
8,374,158
|
8,045,872
|
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |
22,118,770
|
22,155,653
|
Preferred Class A [Member] |
|
|
Stockholders' Equity |
|
|
Preferred stock: 1,200,000 authorized; $0.001 par value |
10
|
10
|
Preferred Class B [Member] |
|
|
Stockholders' Equity |
|
|
Preferred stock: 1,200,000 authorized; $0.001 par value |
31
|
31
|
Preferred Class C [Member] |
|
|
Stockholders' Equity |
|
|
Preferred stock: 1,200,000 authorized; $0.001 par value |
|
|
Preferred Class D [Member] |
|
|
Stockholders' Equity |
|
|
Preferred stock: 1,200,000 authorized; $0.001 par value |
|
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