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Item 1. Financial Statements

2021-08-16 compared with 2021-05-14 · 541 added, 275 removed, 228 unchanged (78% of the section changed)

Financial Statements

Consolidated Balance Sheets

Our unaudited consolidated financial statements included

in this Form 10-Q are as follows:

Consolidated Balance Sheets as of June 30, 2021 (unaudited) and December 31, 2020;

Consolidated Statements of Operations for the three and six months ended June 30, 2021 and 2020 (unaudited);

Consolidated Statements of Cash Flows for the six months ended June 30, 2021 and 2020 (unaudited);

Consolidated Statements of Stockholder’s Equity as of June 30, 2021;

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 June 30, 2021 are not necessarily indicative of the results that can be expected for the

Balance Sheets

Current Assets

15 unchanged sentences

Other current liabilities

Stock payable

Derivative liabilities

1 unchanged sentence

Convertible notes - net of discount of $ 0 and $ 2,184

Loans payable

Loans payable, non-current

Employee benefits, non-current

14 unchanged sentences

200,000 designated;

$0.001 par value,

No shares issued and outstanding

$ 0.001 par value, No shares issued and outstanding

Common stock:

4 unchanged sentences

Accumulated deficit

( 17,628,915 )

( 14,699,148 )

Accumulated other comprehensive loss

Equity (Deficit) attributed to stockholders of iQSTEL Inc.

( 1,388,575 )

Deficit attributable to noncontrolling interests

( 1,052,569 )

( 1,006,461 )

Total Stockholders' Equity (Deficit)

( 2,395,036 )

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

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

Consolidated Statements of Operations

The accompanying

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

Statements of Operations

Three Months Ended

Cost of revenue

Six Months Ended

Cost of revenues

Operating expenses

1 unchanged sentence

Total operating expenses

Operating loss

Loss from operations

( 1,164,602 )

( 2,175,343 )

( 1,631,376 )

Other income (expense)

1 unchanged sentence

Interest expense

( 1,454,515 )

Change in fair value of derivative liabilities

Loss on settlement of debt

Total other expense

Net loss before provision for income taxes

Gain (loss) on settlement of debt

Total other income (expense)

Net income (loss) before provision for income taxes

( 1,122,372 )

( 3,000,861 )

( 2,531,738 )

Net income (loss)

( 1,122,372 )

( 3,000,861 )

( 2,531,738 )

Net income (loss) attributable to noncontrolling interests

Net loss attributed to stockholders of iQSTEL Inc.

Net income (loss) attributed to stockholders of iQSTEL Inc.

$ ( 987,376 )

$ ( 2,929,767 )

$ ( 2,604,471 )

Comprehensive income (loss)

Net income (loss)

$ ( 1,122,372 )

$ ( 3,000,861 )

$ ( 2,531,738 )

Foreign currency adjustment

Total comprehensive loss

Total comprehensive income (loss)

( 1,179,036 )

$ ( 2,949,869 )

$ ( 2,565,326 )

Comprehensive income (loss) attributable to noncontrolling interests

Net comprehensive loss attributed to stockholders of iQSTEL Inc.

Basic and diluted loss per common share

Weighted average number of common shares outstanding - Basic and diluted

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

Consolidated Statements of Changes in Stockholders’ Equity (Deficit)

For the years ended March 31, 2021 and December 31, 2020

Preferred Stock

Comprehensive

Shareholders’

(Equity) Deficit

December 31, 2020

Net comprehensive income (loss) attributed to stockholders of iQSTEL Inc.

$ ( 1,016,275 )

1 unchanged sentence

$ ( 2,621,601 )

Basic earnings (loss) per common share

Diluted loss per common share

Weighted average number of common shares outstanding - Basic

Weighted average number of common shares outstanding - Diluted

The accompanying

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

Statements of Changes in Stockholders’ Equity (Deficit)

For the three

and six months ended June 30, 2021 and 2020

Series A Preferred Stock

Series B Preferred Stock

Paid in Capital

Comprehensive Loss

Controlling Interest

Shareholders’ Deficit

Balance - December 31, 2020

$ ( 14,699,148 )

Preferred stock

conversion of

Common stock issued

issued for service

Common stock issued

for compensation

Common stock issued

for forbearance of

Common stock issued

for conversion of

Cancellation of

Resolution of

derivative liabilities

Foreign currency

March 31, 2021

$ ( 1,388,575 )

Comprehensive

Shareholders’

(Equity) Deficit

December 31, 2019

$ ( 1,006,461 )

$ ( 2,395,036 )

Preferred stock issued for conversion

of common stock

( 21,000,000 )

Common stock issued

for settlement of debt

Common stock issued

for forbearance of debt

Common stock issued

for conversion of debt

Common stock issued

for exercised cashless warrant

Common stock issued

for acquisition of Itsbchain LLC

Resolution of

derivative liabilities

Common stock issued for cash

Common stock issued for service

Common stock issued for compensation

Common stock issued for forbearance

Common stock issued for conversion

Cancellation of common stock

( 1,294,600 )

Resolution of derivative liabilities

Foreign currency translation adjustments

( 1,942,391 )

( 1,878,489 )

Balance - March 31, 2021

$ ( 16,641,539 )

$ ( 889,808 )

stock issued for compensation

Common stock issued for settlement

Debt forgiveness

Foreign currency

translation adjustments

March 31, 2020

( 1,122,372 )

Balance - June 30, 2021

$ ( 17,628,915 )

$ ( 1,052,569 )

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

Consolidated Statements of Cash Flows

Three Months Ended

Preferred Class A

Preferred Class B

Paid in Capital

Comprehensive Loss

Controlling Interest

Shareholders' Deficit

Balance - December 31, 2019

$ ( 8,125,257 )

$ ( 4,866,902 )

$ ( 903,513 )

$ ( 5,770,415 )

Common stock issued for settlement of debt

Common stock issued for services

Common stock issued for forbearance of debt

Common stock issued for conversion of debt

Common stock issued for exercised cashless warrant

Common stock to be issued for acquisition of Itsbchain LLC

Resolution of derivative liabilities

Foreign currency translation adjustments

( 3,890,490 )

( 3,909,203 )

Balance - March 31, 2020

$ ( 12,015,747 )

$ ( 5,212,314 )

$ ( 923,832 )

$ ( 6,136,146 )

Common stock issued for cash

Common stock issued for conversion of debt

Common stock issued for exercised cashless warrant

Common stock issued for settlement of debt

Resolution of derivative liabilities

Acquisition of loT Labs

Foreign currency translation adjustments

Balance - June 30, 2020

$ ( 10,729,728 )

$ ( 1,992,641 )

$ ( 752,872 )

$ ( 2,745,513 )

The accompanying

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

Statements of Cash Flows

Six Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES:

$ ( 3,000,861 )

$ ( 2,531,738 )

Adjustments to reconcile net loss to net cash used in operating activities:

4 unchanged sentences

Change in fair value of derivative liabilities

Loss on settlement of debt

(Gain) loss on settlement of debt

Prepayment and Default penalty

5 unchanged sentences

Net cash used in operating activities

( 2,093,398 )

( 1,126,307 )

CASH FLOWS FROM INVESTING ACTIVITIES:

Acquisition of subsidiary

Acquisition of subsidiary, net of cash acquired

Purchase of property and equipment

Payment of loan receivable - related party

Net cash used in investing activities

Collection from due from related parties - related party

Net cash provided by (used in) investing activities

CASH FLOWS FROM FINANCING ACTIVITIES:

3 unchanged sentences

Repayment of loans payable - related parties

Proceeds from common stock issued

Common stock issued

Proceeds from convertible notes

9 unchanged sentences

Non-cash transactions:

Derivative liabilities recognized as debt discount

Common stock issued for conversion of debt

Common stock issued for cashless warrant exercised

Cashless warrant exercised

Resolution of derivative liabilities

Related party debt forgiveness

Common stock issued for settlement of debt

Common stock issued for acquisition of ItsBchain LLC

Amount owing for

acquisition of IOT

Common stock issued for forbearance of debt

Replacement of convertible notes to note payable

Preferred stock issued for conversion of common stock

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

Notes to the Unaudited Consolidated Financial Statements

March 31, 2021

NOTE 1 -ORGANIZATION AND DESCRIPTION OF BUSINESS

Organization and Operations

(“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 accompanying

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

Notes to the Unaudited Consolidated

Financial Statements

June 30, 2021

NOTE 1 -ORGANIZATION

AND DESCRIPTION OF BUSINESS

and Operations

(“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.

2 unchanged sentences

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 more than 150 active interconnection agreements with mobile companies, fixed line companies and other wholesale carriers.

A novel strain of coronavirus (COVID-19) was first identified in December 2019, and subsequently declared a global pandemic by the World Health Organization on March 11, 2020.

has been engaged in the business of telecommunication services as a wholesale carrier of voice, SMS and data for other telecom companies

around the World with more than 150 active interconnection agreements with mobile companies, fixed line companies and other wholesale

incorporated a 75% owned subsidiary, Global Money One Inc.

under the laws of the state of Delaware, on November 16, 2020.

A novel strain

of coronavirus (COVID-19) was first identified in December 2019, and subsequently declared a global pandemic by the World Health Organization

on March 11, 2020.

As a result of the outbreak, many companies have experienced disruptions in their operations and in markets served.

The Company has instituted some and may take additional temporary precautionary measures intended to help ensure the well-being of its employees and minimize business disruption.

The Company considered the impact of COVID-19 on the assumptions and estimates used and determined that there were no material adverse impacts on the Company’s results of operations and financial position at March 31, 2021.

The full extent of the future impacts of COVID-19 on the Company’s operations is uncertain.

A prolonged outbreak could have a material adverse impact on financial results and business operations of the Company, including the timing and ability of the Company to collect accounts receivable and the ability of the Company to continue to provide high quality services to its clients.

The Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of May 14, 2021, the date of issuance of this Quarterly Report on Form 10-Q.

These estimates may change, as new events occur and additional information is obtained.

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 for annual financial statements.

In the opinion of the Company’s management, the accompanying unaudited interim financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of March 31, 2021 and the results of operations and cash flows for the periods presented.

The results of operations for the three months ended March 31, 2021 are not necessarily indicative of the operating results for the full fiscal year or any future period.

These unaudited financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on April 15, 2021.

Consolidation Policy

The consolidated financial statements of the Company include the accounts of the Company and its owned subsidiaries, Etelix.com USA, LLC, SwissLink Carrier AG, ITSBCHAIN, LLC, QGLOBAL SMS, LLC and IoT Labs, LLC.

All significant intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP 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.

The Company has instituted some and may take additional temporary precautionary measures intended to help ensure the well-being of its

employees and minimize business disruption.

The Company considered the impact of COVID-19 on the assumptions and estimates used and determined

that there were no material adverse impacts on the Company’s results of operations and financial position at June 30, 2021.

full extent of the future impacts of COVID-19 on the Company’s operations is uncertain.

A prolonged outbreak could have a material

adverse impact on financial results and business operations of the Company, including the timing and ability of the Company to collect

accounts receivable and the ability of the Company to continue to provide high quality services to its clients.

The Company is not aware

of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of

its assets or liabilities as of May 14, 2021, the date of issuance of this Quarterly Report on Form 10-Q.

These estimates may change,

as new events occur and additional information is obtained.

NOTE 2 -SUMMARY

OF SIGNIFICANT ACCOUNTING POLICIES

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 for annual financial statements.

In the opinion

of the Company’s management, the accompanying unaudited interim financial statements contain all the adjustments necessary (consisting

only of normal recurring accruals) to present the financial position of the Company as of June 30, 2021 and the results of operations

and cash flows for the periods presented.

The results of operations for the six months ended June 30, 2021 are not necessarily indicative

of the operating results for the full fiscal year or any future period.

These unaudited financial statements should be read in conjunction

with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended

December 31, 2020 filed with the SEC on April 15, 2021.

Consolidation

The consolidated

financial statements of the Company include the accounts of the Company and its owned subsidiaries, Etelix.com USA, LLC, SwissLink Carrier

AG, ITSBCHAIN, LLC, QGLOBAL SMS, LLC, IoT Labs, LLC and Global Money one Inc..

All significant intercompany balances and transactions

have been eliminated in consolidation.

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.

Notes to the Unaudited Consolidated Financial Statements

March 31, 2021

NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Foreign Currency Translation and Re-measurement

The Company translates its foreign operations to U.S.

Currency Translation and Re-measurement

translates its foreign operations to U.S.

dollar in accordance with ASC 830, “ Foreign Currency Matters ”.

The Company’s, Etelix’s, QGlobal’s and IoT Labs’ functional currency and reporting currency is the U.S.

The Company’s,

Etelix’s, QGlobal’s, Itsbchain, IoT Labs and Global Money One’s functional currency and reporting currency is the U.S.

dollar, SwissLink’s functional currency is the Swiss Franc (“CHF”).

The Company’s subsidiaries, whose functional currency is not the U.S.

The Company’s

subsidiaries, whose functional currency is not the U.S.

dollar, translate their records into U.S.

3 unchanged sentences

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

Adjustments arising from such translations are included in accumulated other comprehensive income in shareholders’ equity.

Accounts Receivable and Allowance for Uncollectible Accounts

Substantially all of the Company’s accounts receivable balance is related to trade receivables.

Trade accounts receivable are recorded at the invoiced amount and do not bear interest.

The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable.

The Company reviews its allowance for doubtful accounts daily, past due balances over 60 days and a specified amount are reviewed individually for collectability.

Account balances are charged off after all means of collection have been exhausted and the potential for recovery is considered remote.

During the three months ended March 31, 2021 and 2020, the Company did not record bad debt expense.

Net Income (Loss) Per Share of Common Stock

The Company has adopted ASC 260, ”Earnings per Share” 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 year.

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.

There were no potentially dilutive shares of common stock outstanding for the years ended March 31, 2021 and 2020.

Concentrations of Credit Risk

The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents and related party payables that it will likely incur in the near future.

The Company places its cash and cash equivalents with financial institutions of high creditworthiness.

At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits.

During the three months ended March 31, 2021 and 2020, 4 customers represented 86% of our revenues and 12 customers represented 83% of our revenues, respectively.

Revenue Recognition

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

The Company recognizes revenue related to monthly usage charges and other recurring charges during the period in which the telecommunication services are rendered, provided that persuasive evidence of a sales arrangement existed, and collection was reasonably assured.

Management considers persuasive evidence of a sales arrangement to be a written interconnection agreement.

arising from such translations are included in accumulated other comprehensive income in shareholders’ equity.

Receivable and Allowance for Uncollectible Accounts

Substantially

all of the Company’s accounts receivable balance is related to trade receivables.

Trade accounts receivable are recorded at the

invoiced amount and do not bear interest.

The allowance for doubtful accounts is the Company’s best estimate of the amount of probable

credit losses in its existing accounts receivable.

The Company reviews its allowance for doubtful accounts daily, past due balances over

60 days and a specified amount are reviewed individually for collectability.

Account balances are charged off after all means of collection

have been exhausted and the potential for recovery is considered remote.

During the six months ended June 30, 2021 and 2020, the Company

did not record bad debt expense.

(Loss) Per Share of Common Stock

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 year.

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.

There were no potentially dilutive shares of common

stock outstanding for the six months ended June 30, 2021 and 2020.

Concentrations

of Credit Risk

The Company’s

financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents and related

party payables that it will likely incur in the near future.

The Company places its cash and cash equivalents with financial institutions

of high creditworthiness.

At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government

insurance limits.

During the six

months ended June 30, 2021 and 2020, 5 customers represented 87 % of our revenues and 4 customers represented 86 % of our revenues, respectively.

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

recognizes revenue related to monthly usage charges and other recurring charges during the period in which the telecommunication services

are rendered, provided that persuasive evidence of a sales arrangement existed, and collection was reasonably assured.

Management considers

persuasive evidence of a sales arrangement to be a written interconnection agreement.

The Company’s payment terms vary by clients.

Notes to the Unaudited Consolidated Financial Statements

March 31, 2021

NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Retirement Benefit Costs

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Payments made to state-managed retirement benefit schemes are dealt with as payments to defined contribution schemes where the Company’s obligations under the schemes are equivalent to those arising in a defined contribution retirement benefit scheme.

For defined benefit schemes, the cost of providing benefits is determined using the Projected Unit Credit Method, with actuarial valuations being carried out at each balance sheet date.

Benefit Costs

defined contribution retirement benefit schemes are charged as an expense as they fall due.

Payments made to state-managed retirement

benefit schemes are dealt with as payments to defined contribution schemes where the Company’s obligations under the schemes are

equivalent to those arising in a defined contribution retirement benefit scheme.

benefit schemes, the cost of providing benefits is determined using the Projected Unit Credit Method, with actuarial valuations being

carried out at each balance sheet date.

Actuarial gains and losses are recognized in full in the period in which they occur.

They are recognized outside the income statement and are presented in other comprehensive income.

Past service cost is recognized immediately in the income statement in the period in which it occurs.

The retirement benefit obligation recognized in the balance sheet represents the present value of the defined obligation as adjusted for unrecognized past service cost, and as reduced by the fair value of the scheme assets.

Any asset resulting from this calculation is limited to past service cost, plus the present value of available refunds and reductions in future contributions to the scheme.

Recent Accounting Pronouncements

Management has considered all recent accounting pronouncements issued since the last audit of our financial statements.

The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.

NOTE 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, has a working capital deficiency and does not have an established source of revenues sufficient to cover its operating costs.

recognized outside the income statement and are presented in other comprehensive income.

Past service cost is recognized immediately in

the income statement in the period in which it occurs.

The retirement

benefit obligation recognized in the balance sheet represents the present value of the defined obligation as adjusted for unrecognized

past service cost, and as reduced by the fair value of the scheme assets.

Any asset resulting from this calculation is limited to past

service cost, plus the present value of available refunds and reductions in future contributions to the scheme.

Accounting Pronouncements

Management has

considered all recent accounting pronouncements issued since the last audit of our financial statements.

The Company’s management

believes that these recent pronouncements will not have a material effect on the Company’s financial statements.

GOING CONCERN

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, has negative stockholder’s equity and does not have an established source of revenues sufficient to cover its operating

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 consolidated financial

statements do not include any adjustments that might result from the outcome of this uncertainty.

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

The Company's failure to do so could have a material and adverse effect upon its operations and its stockholders.

NOTE 4 – PROPERTY AND EQUIPMENT

Property and equipment at March 31, 2021 and December 31, 2020 consisted of the following:

NOTE 4 – PROPERTY

AND EQUIPMENT

equipment at June 30, 2021 and December 31, 2020 consisted of the following:

Telecommunication equipment

4 unchanged sentences

Total property and equipment

Depreciation expense for the three months ended March 31, 2021 and 2020 amounted to $20,560 and $13,425, respectively.

Notes to the Unaudited Consolidated Financial Statements

March 31, 2021

NOTE 5 –LOANS PAYABLE

Loans payable at March 31, 2021 and December 31, 2020 consisted of the following:

and amortization expense for the six months ended June 30, 2021 and 2020 amounted to $ 42,421 and $ 31,140 , respectively.

NOTE 5 –LOANS

Loans payable

at June 30, 2021 and December 31, 2020 consisted of the following:

Unique Funding Solutions_2

2 unchanged sentences

Note was issued on August 3, 2020 and due on January 12, 2021

Advance Service Group LLC

was issued on October 20, 2020, 2020 and due on February 19, 2021

Apollo Management Group, Inc

28 unchanged sentences

Note was issued on April 8, 2019 and due on October 4, 2022

Darlene Covi19

Note was issued on April 1, 2020 and due on September 30, 2027

Darlene Covid19

Note was issued on April 1, 2020 and due on March 31, 2025

Unamortized debt discount

1 unchanged sentence

Current portion of loans payable

( 1,332,612 )

Long-term loans payable

Notes to the Unaudited Consolidated Financial Statements

March 31, 2021

NOTE 5 –LOANS PAYABLE (CONTINUED)

Loans payable to related parties at March 31, 2021 and December 31, 2020 consisted of the following:

Loans payable to related parties

at June 30, 2021 and December 31, 2020 consisted of the following:

Alonso Van Der Biest

Note was issued on June 12, 2015 and originally due on June 11, 2019.

The note was extended to July 2021.

Note was issued on June 12, 2015 and due on July 31, 2021

Alvaro Quintana

6 unchanged sentences

Long-term loans payable

During the three months ended March 31, 2021 and 2020, the Company borrowed from third parties totaling $444,444 and $210,000, which includes original issue discount and financing costs of $44,444 and $0 and repaid the principal amount of $309,082 and $98,646, respectively.

During the three months ended March 31, 2021 and 2020, the Company recorded interest expense of $162,459 and $48,294 and recognized amortization of discount, included in interest expense, of $63,666 and $0, respectively.

During the three months ended March 31, 2021, the Company settled loans payable of $1,516,667 by 2,230,994 shares of common stock valued at $2,056,530.

During the six months ended June 30, 2021, the related

party loan of $ 807,103

(Euro 735,00 0) was forgiven and the Company recorded it as additional paid in capital.

During the six

months ended June 30, 2021 and 2020, the Company borrowed from third parties totaling $ 444,444 and $ 760,139 , which includes original issue

discount and financing costs of $ 44,444 and $ 28,579 and repaid the principal amount of $ 321,609 and $ 321,609 , respectively.

During the six

months ended June 30, 2021 and 2020, the Company recorded interest expense of $ 172,701 and $ 85,172 and recognized amortization of discount,

included in interest expense, of $ 63,666 and $ 18,877 , respectively.

During the six

months ended June 30, 2021, the Company settled loans payable of $ 1,516,667 by 2,230,394 shares of common stock valued at $ 2,056,530 .

As a result, the Company recorded loss on settlement of debt of $ 539,863 .

As of March 31, 2021, the shares were not yet issued and recorded as stock payable.

NOTE 6 - CONVERTIBLE LOANS

At March 31, 2021 and December 31, 2020, convertible loans consisted of the following:

6 - CONVERTIBLE LOANS

2021 and December 31, 2020, convertible loans consisted of the following:

Promissory notes – Issued in fiscal year 2019, with variable conversion features

5 unchanged sentences

Long-term convertible notes

During the three months ended March 31, 2021 and 2020, the Company recorded interest expense of $33,430 and $295,903 and recognized amortization of discount, included in interest expense, of $370,470 and $457,177, respectively.

During the three months ended March 31, 2021 and 2020, the Company repaid notes of $250,000 and $334,500 and accrued interest including prepayment penalty of $6,027 and $151,542, respectively.

During the three months ended March 31, 2021, the Company converted notes with principal amounts and accrued interest of $422,295 into 6,080,632 shares of common stock.

During the six

months ended June 30, 2021 and 2020, the Company recorded interest expense of $ 33,430 and $ 643,693 and recognized amortization of discount,

included in interest expense, of $ 372,290 and $ 706,773 , respectively.

During the six

months ended June 30, 2021 and 2020, the Company repaid notes of $ 250,000 and $ 477,190 and accrued interest including prepayment penalty

of $ 6,027 and $ 138,415 , respectively.

During the six

months ended June 30, 2021, the Company recorded gain on settlement of debt of $ 11,069 .

During the six

months ended June 30, 2021, the Company converted notes with principal amounts and accrued interest of $ 422,295 into 6,080,632 shares

of common stock.

The corresponding derivative liability at the date of conversion of $ 708,611 was settled through additional paid in capital.

Notes to the Unaudited Consolidated Financial Statements

March 31, 2021

NOTE 6 - CONVERTIBLE LOANS (CONTINUED)

Promissory Notes - Issued in fiscal year 2019

During the year ended December 31, 2019, the Company issued a total of $2,544,250 in notes with the following terms:

· Terms ranging from 6 months to 3 years.

· Annual interest rates ranging from of 8% to 12%.

· Convertible at the option of the holders at issuance or 180 days from issuance.

· Conversion prices are typically based on the discounted (39% or 0% discount) lowest trading prices of the Company’s shares during various periods prior to conversion.

The convertible notes were also provided with a total of 661,216 common shares and warrant to purchase up to 92,000 shares of common stock at exercise price of $2.5 per share for 3 years.

Certain notes allow the Company to redeem the notes at rates ranging from 110% to 150% depending on the redemption date provided that no redemption is allowed after the 180th day.

Likewise, the notes include original issue discount and financing costs totaling $278,000 and the Company received cash of $2,266,250.

Derivative liabilities

The Company determined that the conversion option in the note met the definition of a liability in accordance with ASC Topic No.

815 - 40, Derivatives and Hedging - Contracts in Entity’s Own Stock .

The Company will bifurcate the embedded conversion option in the note once the note becomes convertible and account for it as a derivative liability.

The Company valued the conversion features of convertible notes and warrant using the Black Scholes valuation model.

During the three months ended March 31, 2021, the fair value of the derivative liability for new notes was $0, as there were no notes that became convertible.

NOTE 7 – DERIVATIVE LIABILITY

The Company analyzed the conversion option for derivative accounting consideration under ASC 815, Derivatives and Hedging , and determined that the instrument should be classified as a liability since the conversion option becomes effective at issuance resulting in there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options.

Fair Value Assumptions Used in Accounting for Derivative Liabilities

ASC 815 requires we assess the fair market value of derivative liability at the end of each reporting period and recognize any change in the fair market value as other income or expense item.

The Company determined our derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the fair value as of March 31, 2021.

NOTE 7 – DERIVATIVE

analyzed the conversion option for derivative accounting consideration under ASC 815, Derivatives and Hedging , and determined

that the instrument should be classified as a liability since the conversion option becomes effective at issuance resulting in there being

no explicit limit to the number of shares to be delivered upon settlement of the above conversion options.

Assumptions Used in Accounting for Derivative Liabilities

ASC 815 requires

we assess the fair market value of derivative liability at the end of each reporting period and recognize any change in the fair market

value as other income or expense item.

determined our derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the

fair value as of June 30, 2021.

The Black-Scholes model requires six basic data inputs:

the exercise or strike price, time to expiration, the risk free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate.

the exercise or strike price, time to expiration,

the risk free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate.

Changes to these inputs could produce a significantly higher or lower fair value measurement.

Notes to the Unaudited Consolidated Financial Statements

March 31, 2021

NOTE 7 – DERIVATIVE LIABILITY (CONTINUED)

For the three months ended March 31, 2021 and the year ended December 31, 2020, the estimated fair values of the liabilities measured on a recurring basis are as follows:

Three months ended

months ended June 30, 2021 and the year ended December 31, 2020, the estimated fair values of the liabilities measured on a recurring

basis are as follows:

Six months Ended

Expected term

2 unchanged sentences

Expected average volatility

145 % - 241 %

Expected dividend yield

2 unchanged sentences

0.05 % - 2.56 %

The following table summarizes the changes in the derivative liabilities during the three months ended March 31, 2021:

The following

table summarizes the changes in the derivative liabilities during the six months ended June 30, 2021:

Fair Value Measurements Using Significant Observable Inputs (Level 3)

Balance - December 31, 2020

Addition of new derivatives recognized as debt discounts

Addition of new derivatives recognized as loss on derivatives

Settled on issuance of common stock

Change in fair value of the derivative liabilities

Balance - March 31, 2021

The following table summarizes the change in fair value of derivative liability included in the income statement for the three months ended March 31, 2021 and 2020, respectively.

Three months Ended

Change in fair value of the derivative

Balance - June 30, 2021

The following

table summarizes the change in fair value of derivative liability included in the income statement for the six months ended June 30, 2021

and 2020, respectively.

Six months Ended

Addition of new derivatives recognized as loss on derivatives

Revaluation of derivative liabilities

Change in fair value of the derivative liabilities

NOTE 8 – SHAREHOLDERS’ EQUITY

The Company’s authorized capital consists of 1,200,000 shares of preferred stock and 300,000,000 shares of common stock with a par value of $0.001 per share.

During the three months ended March 31, 2021, the Company issued 42,988,132 shares of common stock, valued at fair market value on issuance as follows;

(Gain) on change in fair value of the derivative

$ ( 317,080 )

$ ( 254,248 )

NOTE 8 – SHAREHOLDERS’

The Company’s

authorized capital consists of 1,200,000 shares of preferred stock and 300,000,000 shares of common stock with a par value of $0.001 per

During the six

months ended June 30, 2021, the Company issued 45,818,526 shares of common stock, valued at fair market value on issuance as follows;

shares issued for cash of $ 3,586,250

shares, valued at $ 2,056,530 , issued for settlement of debt of $ 1,516,667

shares issued to our management for compensation valued at $ 976,200

2 unchanged sentences

shares for forbearance of debt valued at $ 49,925

During the three months ended March 31, 2021, the Company cancelled 1,294,600 shares of common stock which was issued for service.

As of March 31, 2021 and December 31, 2020, 138,826,964 and 118,133,432 shares of common stock were issued and outstanding, respectively.

Notes to the Unaudited Consolidated Financial Statements

March 31, 2021

NOTE 8 – SHAREHOLDERS’ EQUITY (CONTINUED)

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 shareholders at a rate of 51% of the total vote of shareholders.

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, 2021 and December 31, 2020, 10,000 shares of Series A Preferred Stock were issued and outstanding, respectively.

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 leak-out restriction on sales into the market of no more than 5% previous month’s stock liquidity.

During the three months ended March 31, 2021, 21,000,000 shares of common stock were converted into 21,000 shares of Series B Preferred Stock by our management.

As of March 31, 2021 and December 31, 2020, 21,000 and 0 shares of Series B Preferred Stock were issued and outstanding, respectively.

Series C Preferred Stock

On January 7, 2021, pursuant to Article III of our Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock entitled Series C Preferred Stock, consisting of up 200,000 shares, par value $0.001.

Under the Certificate of Designation, holders of Series C Preferred Stock will rank junior to the Series B Preferred Stock, but on par with common stock and Series A Preferred Stock in any distribution upon winding up, dissolution, or liquidation of the company, as provided in the designation.

The holders of shares of Series C Preferred Stock have no dividend rights except as may be declared by the Board in its sole and absolute discretion, out of funds legally available for that purpose.

Holders of Series B 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 leak-out 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.

Notes to the Unaudited Consolidated Financial Statements

March 31, 2021

NOTE 9 - RELATED PARTY TRANSACTIONS

Due from related parties

During the three months ended March 31, 2021 and 2020, the Company loaned $0 and $13,399 to a related party, respectively.

As of March 31, 2021 and December 31, 2020, the Company had due from related parties of $221,790.

The loans are unsecured, non-interest bearing and due on demand.

Due to related parties

During the three months ended March 31, 2021 and 2020, the Company borrowed $0 and $182 from CEO and CFO of the Company, and repaid $10,587 and $162 to the CEO and CFO, respectively.

As of March 31, 2021 and December 31, 2020, the Company had amounts due to related parties of $34,616 and $94,616, respectively.

During the three months ended March 31, 2021, the Company paid $60,000 for the rest of consideration of acquisition of IoT Labs in 2020 The amounts are unsecured, non-interest bearing and due on demand.

Employment agreements

During the three months ended March 31, 2021 and 2020, the Company recorded management fees of $135,000 and $126,000, bonus of $564,000 and $0 and paid $143,212 and $28,600, respectively.

NOTE 1 0 – 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 less than 12 months.

For the years ended March 31, 2021 and December 31, 2020, the Company incurred $6,900 and $9,200, respectively.

Advisory service

On March 3, 2020, we appointed Oscar Brito as an advisor to our Board of Directors and agreed to pay him $5,000 per month for such services.

Brito acted as an advisor to our Board of Directors until August 30, 2020.

Notes to the Unaudited Consolidated Financial Statements

March 31, 2021

NOTE 1 1 - SEGMENT

At March 31, 2021, 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, 2021 and 2020:

Three Months Ended March 31, 2021

During the six

months ended June 30, 2021, the Company terminated a placement agent and advisory services agreement with a FINRA member dated September

22, 2020, and cancelled 1,294,600 shares of common stock, which was issued for those services.

The termination agreement allowed the FINRA

member to retain 400,000 shares of the Company’s common stock in connection with the services.

As of June 30,

2021 and December 31, 2020, 141,657,358 and 118,133,432 shares of common stock were issued and outstanding, respectively.

Preferred Stock

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 shareholders at a rate of 51% of the total vote of shareholders.

The rights of

the holders of Series A Preferred Stock are defined in the relevant Certificate of Designation filed with the Nevada Secretary of State

on November 3, 2020

As of June 30,

2021 and December 31, 2020, 10,000 shares of Series A Preferred Stock were issued and outstanding, respectively.

Preferred Stock

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 leak-out restriction on sales into the market of no more than 5% previous month’s

stock liquidity.

During the six

months ended June 30, 2021, 21,000,000 shares of common stock were converted into 21,000 shares of Series B Preferred Stock by our management.

As of June 30,

2021 and December 31, 2020, 21,000 and 0 shares of Series B Preferred Stock were issued and outstanding, respectively.

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 B 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

Upon conversion, the shares are subject to a one-year leak-out 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.

RELATED PARTY TRANSACTIONS

related parties

During the six months ended June

30, 2021 and 2020, the Company loaned $ 24,220 and $ 14,787 to a related party who are a shareholder and a former director, and

collected $ 200 and $ 388 , respectively.

As of June 30,

2021 and December 31, 2020, the Company had due from related parties of $ 245,810 and $ 221,790 .

The loans are unsecured, non-interest bearing

and due on demand.

Due to related

During the six months ended June 30, 2021 and 2020,

the Company borrowed $ 0 and $ 182

from CEO and CFO of the Company, and repaid $ 0

to the CEO and CFO, respectively.

As of June 30,

2021 and December 31, 2020, the Company had amounts due to related parties of $ 34,616 and $ 94,616 , respectively.

During the six months

ended June 30, 2021, the Company paid $ 60,000 for the rest of consideration of acquisition of IoT Labs in 2020 The amounts are unsecured,

non-interest bearing and due on demand.

the six months ended June 30, 2021 and 2020, the Company recorded management fees of $ 270,000 and $ 252,000 , bonus of $ 976,200 and $ 0 and

paid $ 301,300 and $ 62,300 , respectively.

NOTE 10 – COMMITMENTS

AND CONTINGENCIES

Long-term Contracts

has not entered into any long-term leases, contracts or commitments.

2020, we appointed Oscar Brito as an advisor to our Board of Directors and agreed to pay him $ 5,000 per month for such services.

acted as an advisor to our Board of Directors.

On January 4,

2021, the Company terminated a placement agent and advisory services agreement with a FINRA member dated September 22, 2020, and cancelled

1,294,600 shares of common stock, which was issued for those services.

The termination agreement allowed the FINRA member to retain 400,000

shares of the Company’s common stock in connection with the services.

2021, the Company operates in one industry segment, telecommunication services, and two geographic segments, USA and Switzerland, where

current assets and equipment are located .

The following

table shows operating activities information by geographic segment for the three and six months ended June 30, 2021 and 2020:

ended June 30, 2021

11 - SEGMENT - Schedule of Operating Activities by Geographic Segment (Details)

Cost of revenue

1 unchanged sentence

General and administration

Operating loss

( 1,107,142 )

( 1,164,602 )

Other income (expense)

$ ( 1,060,112 )

$ ( 1,122,372 )

Three months Ended June 30, 2020

Cost of revenue

Operating expenses

General and administration

Operating income (loss)

Other income (expense)

Three Months Ended March 31, 2020

ended June 30, 2021

Cost of revenue

1 unchanged sentence

General and administration

Operating loss

( 2,062,308 )

( 2,175,343 )

Other income (expense)

$ ( 2,903,149 )

$ ( 3,000,861 )

ended June 30, 2020

Cost of revenue

Operating expenses

General and administration

Operating income (loss)

( 1,614,161 )

( 1,631,376 )

Other income (expense)

Notes to the Unaudited Consolidated Financial Statements

March 31, 2021

NOTE 11 – SEGMENT (CONTINUED)

Asset Information

The following table shows asset information by geographic segment as of March 31, 2021 and December 31, 2020:

March 31, 2021

$ ( 2,504,937 )

$ ( 2,531,738 )

The following

table shows asset information by geographic segment as of June 30, 2021 and December 31, 2020:

June 30, 2021

Current assets

$ ( 223,698 )

Non-current assets

$ ( 2,509,562 )

Current liabilities

$ ( 223,698 )

Non-current liabilities

1 unchanged sentence

Current assets

$ ( 889,540 )

Non-current assets

$ ( 1,669,515 )

Current liabilities

$ ( 889,540 )

Non-current liabilities

NOTE 12 – SUBSEQUENT EVENT

Management has evaluated subsequent events through the date these consolidated financial statements were available to be issued.

Based on our evaluation no material events have occurred that require disclosure.

NOTE 12 – EARNING PER SHARE

net income per common share is computed by dividing net income by the weighted average number of common shares outstanding during the

Diluted net income per common share is computed using the weighted average number of common and dilutive common equivalent shares

outstanding during the periods.

Common equivalent shares consist of stock options, unvested restricted shares, and outstanding warrants

that are computed using the treasury stock method.

Antidilutive stock awards consist of stock options that would have been antidilutive

in the application of the treasury stock method.

Three Months Ended

Six Months Ended

Net Income (Loss)

$ ( 1,122,372 )

$ ( 3,000,861 )

$ ( 2,531,738 )

Change in fair value of derivatives

( 1,914,271 )

Interest on convertible debt

Net Loss - diluted

$ ( 1,122,372 )

$ ( 425,288 )

$ ( 3,000,861 )

$ ( 2,531,738 )

Weighted average common shares outstanding

Effect of dilutive shares

Net income per common share:

For the three and six months

ended June 30, 2021 and six months ended June 30, 2020, the convertible instruments are anti-dilutive and therefore, have been excluded

from earnings (loss) per share.

13 – SUBSEQUENT EVENT

Subsequent to June 30, 2021 and through the date that

these financials were made available, the Company had the following subsequent events:

On July 13, 2021 the Company filed a Post-Qualification

Offering Circular Amendment No.

5 (the “Amendment”) amending the Offering Circular of the Company, dated February 19, 2019,

as qualified on December 9, 2019;

amended by Amendment No.

4, dated January 11, 2021, as qualified on January 14, 2021.

This Amendment

relates to the offer and sale of up to an additional 56,000,000 shares of common stock onto the original 24,000,000 shares originally

offered by the Company, for a revised maximum of 80,000,000 shares.

We have sold a total of 59,800,000 shares of common stock so far in

the offering and we plan to sell 20,200,000 additional common shares according to this Amendment.

This Amendment also excludes from this

offering the 900,000 shares of our common stock from our selling shareholder, which were unsold in the offering.

On August 4, 2021 the Company filed Supplement No.

1 to the offering circular dated July 13, 2021 establishing the price of the shares being registered of $ 0.50 per share.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements