What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2022-04-15 compared with 2021-04-15 · 852 added, 576 removed, 366 unchanged (80% of the section changed)

Financial Statements and Supplementary Data

Financial Statements and

Supplementary Data

Index to Financial Statements Required by Article 8 of Regulation S-X:

Audited Financial Statements:

Report of Independent Registered Public Accounting Firm Audited Financial Statement for the Year ended December 31, 2020;

Report of Independent Registered Public Accounting Firm Audited Financial Statement for the Year ended December 31, 2019;

Report of Independent Registered Public Accounting Firm Audited Financial Statement for the Year ended December 31, 2021 (PCIOB ID 1013 ) ;

Consolidated Balance Sheets as of December 31, 2021 and 2020;

3 unchanged sentences

Notes to Consolidated Financial Statements.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors

Report of Independent Registered Public

Accounting Firm

To the Stockholders and Board of Directors iQSTEL,

Coral Gables, FL

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of iQSTEL, Inc.

(the “Company”) as of December 31, 2020, the related consolidated statements of operations, stockholders’ equity, and cash flows for the year then ended, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020, and the results of its operations and its cash flows for the year then ended , in conformity with accounting principles generally accepted in the United States of America.

Opinion on the Consolidated Financial

We have audited the accompanying consolidated

balance sheets of iQSTEL, Inc.

(the “Company”) as of December 31, 2021 and 2020, the related consolidated statements of operations,

stockholders’ equity, and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated

financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial

position of the Company at December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the years then

ended , in conformity with accounting principles generally accepted in the United States of America.

Going Concern Uncertainty –

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 3 to the consolidated financial statements, 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.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 3.

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

See Also Critical Audit Matters Section Below

The accompanying consolidated financial

statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 3 to the consolidated financial

statements, the Company has suffered recurring losses from operations and does not have an established source of revenues sufficient to

cover its operating costs, which raise substantial doubt about its ability to continue as a going concern.

Management’s plans in

regard to these matters are also described in Note 3.

The consolidated financial statements do not include any adjustments that might

result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides a reasonable basis for our opinion.

These consolidated financial statements

are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated

financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance

with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether

the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing

procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing

procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures

in the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates

made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits

provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit Company’s board of directors and that:

(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

The critical audit matters communicated

below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to

be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial

statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters

does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the

critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they

Revenue Recognition

Critical Audit Matter Description

The Company recognizes revenue upon transfer of control of promised services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those services.

Significant judgment is exercised by the Company in determining revenue recognition for customer agreements, and include the pattern of delivery (i.e., timing of when revenue is recognized) for each distinct performance obligation.

The related audit effort in evaluating management’s judgments in determining revenue recognition for customer agreements required a high degree of auditor judgment.

How the Critical Audit Matter was Addressed in the Audit

Our principal audit procedures related to the Company’s revenue recognition for customer agreements included the following:

The Company recognizes revenue upon

transfer of control of promised services to customers in an amount that reflects the consideration the Company expects to receive in exchange

for those services.

Significant judgment is exercised by

the Company in determining revenue recognition for customer agreements, and include the pattern of delivery (i.e., timing of when revenue

is recognized) for each distinct performance obligation.

The related audit effort in evaluating

management’s judgments in determining revenue recognition for customer agreements required a high degree of auditor judgment.

How the Critical Audit Matter was Addressed

Our principal audit procedures related

to the Company’s revenue recognition for customer agreements included the following:

· We gained an understanding of internal controls related to revenue recognition.

1 unchanged sentence

· We selected a sample of revenues recognized and performed the following procedures:

· Obtained and read contract source documents for each selection and other documents that were part of the agreement, if applicable.

· Assessed the terms in the customer agreement and evaluated the appropriateness of management’s application of their accounting policies, along with their use of estimates, in the determination of revenue recognition conclusions.

· We tested the mathematical accuracy of management’s calculations of revenue and the associated timing of revenue recognized in the financial statements.

o Obtained and read contract source documents for

each selection and other documents that were part of the agreement, if applicable.

o Assessed the terms in the customer agreement and

evaluated the appropriateness of management’s application of their accounting policies, along with their use of estimates, in the

determination of revenue recognition conclusions.

o We tested the mathematical accuracy of management’s

calculations of revenue and the associated timing of revenue recognized in the financial statements.

Going Concern

Critical Audit Matter Description

As described further in Note 3 to the financial statements, 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.

The ability of the Company to continue as a going concern is dependent on executing business plan and ultimately to attain profitable operations.

Accordingly, the Company has determined that these factors raise substantial doubt as to the Company’s ability to continue as a going concern for a period of one year from the issuance of these financial statements.

Management intends to continue to fund its business by way of public or private offerings of the Company’s stock or through loans from private investors, in order satisfy the Company’s obligations as they come due for at least one year from the financial statement issuance date.

However, the Company has not concluded that these plans alleviate the substantial doubt related to its ability to continue as a going concern.

How the Critical Audit Matter was Addressed in the Audit

We determined the Company’s ability to continue as a going concern is a critical audit matter due to the estimation and uncertainty regarding the Company’s available capital and the risk of bias in management’s judgments and assumptions in their determination.

Our audit procedures related to the Company’s assertion on its ability to continue as a going concern included the following, among others:

· We inquired of Company management and reviewed company records to assess whether there are additional factors that contribute to the uncertainties disclosed.

· We assessed whether the Company’s determination that there is substantial doubt about its ability to continue as a going concern was adequately disclosed.

· We performed testing procedures such as analytical procedures to identify conditions and events that indicate there could be substantial doubt about the entity's ability to continue as a going concern for a reasonable period of time.

· We reviewed and evaluated management's plans for dealing with adverse effect of these conditions and event.

Valuation of Derivative Liabilities

Critical Audit Matter Description

As described further in Notes 2, 9, and 10 to the financial statements, the Company determined that the conversion features of its convertible notes and certain warrants issued in conjunction with financing arrangements required to be accounted for as derivative liabilities.

The derivative liabilities are recorded at fair value when issued and subsequently re-measured to fair value each reporting period.

The Company utilized a binomial option pricing model to determine the fair value of the derivative liabilities, which uses certain assumptions related to exercise price, term, expected volatility, and risk-free interest rate.

How the Critical Audit Matter was Addressed in the Audit

We determined the assessment of the fair values of the derivative liabilities as a critical audit matter due to the significant judgements used by the Company in determining the fair value of the derivative liabilities.

Auditing the valuation of the derivative liabilities involved a high degree of auditor judgement and specialized skills and knowledge were needed.

Our audit procedures consisted of the following, among others:

· Testing management’s process for developing the fair value measurement.

· Evaluating the appropriateness of the binomial option model used by the Company to value the derivative liabilities.

· Testing the reasonableness of the assumptions used by the Company in the binomial option model including exercise price, term, expected volatility, and risk-free interest rate.

· Testing the accuracy and completeness of data used by the Company in developing the assumptions use in the binomial option model.

As described further in Note 3 to the

consolidated financial statements, the Company has suffered recurring losses from operations and does not have an established source of

revenues sufficient to cover its operating costs.

The ability of the Company to continue as a going concern is dependent on executing

its business plan and ultimately to attain profitable operations.

Accordingly, the Company has determined that these factors raise substantial

doubt as to the Company’s ability to continue as a going concern for a period of one year from the issuance of these financial statements.

Management intends to continue to fund its business by way of public or private offerings of the Company’s stock or through loans

from private investors, in order satisfy the Company’s obligations as they come due for at least one year from the financial statement

issuance date.

However, the Company has not concluded that these plans alleviate the substantial doubt related to its ability to continue

as a going concern.

How the Critical Audit Matter was Addressed

We determined the Company’s ability

to continue as a going concern is a critical audit matter due to the estimation and uncertainty regarding the Company’s available

capital and the risk of bias in management’s judgments and assumptions in their determination.

Our audit procedures related to the

Company’s assertion on its ability to continue as a going concern included the following, among others:

· We performed testing procedures such as analytical

procedures to identify conditions and events that indicate that there could be substantial doubt about the Company’s ability to

continue as a going concern for a reasonable period of time.

· We reviewed and evaluated management's plans for

dealing with adverse effects of these conditions and events.

· We inquired of Company management and reviewed

company records to assess whether there are additional factors that contribute to the uncertainties disclosed.

· We assessed whether the Company’s determination

that there is substantial doubt about its ability to continue as a going concern was adequately disclosed.

/s/ Urish Popeck & Co., LLC

Pittsburgh, PA

April 15, 2021

We have served as the Company's auditor since 2020.

Boyle CPA, LLC

Certified Public Accountants & Consultants

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and

Board of Directors of iQSTEL Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of iQSTEL Inc.(the “Company”) as of December 31, 2019, the related consolidated statements of operations, stockholder’s equity (deficit), and cash flows for the year then ended, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019, and the results of its operations and its cash flows for the year ended December 31, 2019, in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt About the Company’s Ability to Continue as a Going Concern

As discussed in Note 3 to the consolidated financial statements, the Company’s lack of cash and lack of an established source of revenues raises substantial doubt about its ability to continue as a going concern for one year from the issuance of these financial statements.

Management’s plans are also described in Note 3.

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

Basis of Opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States).

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to fraud or error.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing and opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ Boyle CPA, LLC

We served as the Company’s auditor from 2017 to 2020.

Pittsburgh, PA

April 15, 2022

361 Hopedale Drive SE P (732) 822-4427

Bayville, NJ 08721 F (732) 510-0665

Consolidated Balance Sheets

Current Assets

Cash and cash equivalents

Accounts receivable, net

5 unchanged sentences

Deferred tax assets

LIABILITIES AND STOCKHOLDERS' DEFICIT

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities

8 unchanged sentences

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

Loans payable

Loans payable, non-current

Employee benefits, non-current

TOTAL LIABILITIES

Stockholders' Deficit

Stockholders' Equity (Deficit)

Preferred stock:

3 unchanged sentences

10,000 designated;

$0.001 par value,

10,000 and 0 shares issued and outstanding, respectively

$ 0.001 par value, 10,000 shares issued and outstanding, respectively

Series B Preferred stock:

200,000 designated;

$0.001 par value,

No shares issued and outstanding

$ 0.001 par value, 21,000 and 0 shares issued and outstanding

Series C Preferred stock:

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

( 18,536,921 )

( 14,699,148 )

Accumulated other comprehensive loss

Deficit attributed to stockholders of iQSTEL Inc.

Equity (Deficit) attributed to stockholders of iQSTEL Inc.

( 1,388,575 )

Deficit attributable to noncontrolling interests

Total stockholders' Deficit

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

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

( 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

consolidated financial statements.

Consolidated Statements of Operations

4 unchanged sentences

Operating loss

( 2,983,916 )

( 3,212,015 )

Other income (expense)

1 unchanged sentence

Interest expense

( 3,509,323 )

Change in fair value of derivative liabilities

Loss on settlement of debt

Total other expense

Gain (loss) on settlement of debt

Total other income (expense)

( 3,487,315 )

Net loss before provision for income taxes

( 3,864,001 )

( 6,699,330 )

Net income (loss)

( 3,864,001 )

( 6,699,482 )

Net income (loss) attributable to noncontrolling interests

Net loss attributed to stockholders of iQSTEL Inc.

Comprehensive loss

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

$ ( 3,837,773 )

$ ( 6,573,891 )

Comprehensive income (loss)

Net income (loss)

$ ( 3,864,001 )

$ ( 6,699,482 )

Foreign currency adjustment

Total comprehensive loss

Comprehensive income (loss) attributable to noncontrolling interests

Net comprehensive loss attributed to stockholders of iQSTEL Inc.

Total comprehensive income (loss)

$ ( 3,789,152 )

$ ( 6,845,855 )

Comprehensive income attributable to noncontrolling interests

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

$ ( 3,799,600 )

$ ( 6,648,541 )

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 consolidated financial statements.

Consolidated Statements of Changes in Stockholders’ Equity (Deficit)

The accompanying notes are an integral part of these

consolidated financial statements.

Consolidated Statements of Changes in Stockholders’

Equity (Deficit)

For the years ended December 31, 2021 and 2020

Preferred Stock

Comprehensive

Shareholders'

December 31, 2018

$ (2,667,388)

Series A Preferred Stock

Series B Preferred Stock

Paid in Capital

Accumulated Deficit

Other Comprehensive Loss

Controlling Interest

Shareholders' Deficit

Balance - December 31, 2019

$ ( 8,125,257 )

Common stock issued for acquisition

Capital Contribution

Common stock issued in conjunction with convertible notes

Common stock issued for conversion of debt

Common stock issued for exercised cashless warrant

Debt forgiveness

Resolution of derivative liabilities

Foreign currency translation adjustments

December 31, 2019

$ ( 4,866,902 )

12 unchanged sentences

Foreign currency translation adjustments

December 31, 2020

( 6,573,891 )

1 unchanged sentence

( 6,699,482 )

Balance - December 31, 2020

$ ( 14,699,148 )

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

$ ( 1,388,575 )

$ ( 1,006,461 )

$( 2,395,036 )

Preferred stock issued for conversion of common stock

( 21,000,000 )

Common stock issued for cash and subscription receivable

Common stock issued for settlement of debt

Common stock issued for service

Common stock issued for compensation

Common stock issued for forbearance of debt

Common stock issued for conversion of debt

Common stock payable

Related party debt to equity swap

Cancellation of common stock

( 1,294,600 )

Resolution of derivative liabilities

Foreign currency translation adjustments

( 3,837,773 )

( 3,864,001 )

Balance - December 31, 2021

$ ( 18,536,921 )

$ ( 996,013 )

The accompanying notes are an integral part of these

consolidated financial statements.

Consolidated Statements of Cash Flows

CASH FLOWS FROM OPERATING ACTIVITIES:

$ ( 3,864,001 )

$ ( 6,699,482 )

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

Stock based compensation

Stock based compensation and cancellation

Write-off of due from related party

2 unchanged sentences

Change in fair value of derivative liabilities

Gain on settlement of debt

Loss on settlement of debt

Prepayment and default penalty

1 unchanged sentence

Accounts receivable

Other current assets

Prepaid and other current assets

Accounts payable

( 1,231,946 )

Other current liabilities

Net cash used in operating activities

( 3,152,181 )

( 2,116,174 )

CASH FLOWS FROM INVESTING ACTIVITIES:

1 unchanged sentence

Purchase of property and equipment

Purchase of intangible assets

Payment of loan receivable - related party

Collection from due from related parties - related party

Net cash provided by (used in) investing activities

Collection of due from related parties

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES:

Bank overdraft

Proceeds from loans payable

7 unchanged sentences

Effect of exchange rate changes on cash

Net change in cash and cash equivalents

Cash and cash equivalents, beginning of period

Cash and cash equivalents, end of period

Net change in cash

Cash, beginning of period

Cash, end of period

Supplemental cash flow information

3 unchanged sentences

Derivative liabilities recognized as debt discount

Common stock issued in conjunction with convertible notes

Common stock payable

Common stock issued for conversion of debt

Common stock issued for cashless warrant exercised

Cashless warrant exercised

Resolution of derivative liabilities

Debt forgiveness

Related party debt to equity swap

Common stock issued for settlement of debt

3 unchanged sentences

Preferred stock issued for conversion of common stock

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

Subscription receivable

The accompanying notes are an integral part of these

consolidated financial statements.

Notes to the Consolidated Financial Statements

December 31, 2020 and 2019

December 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.

(“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.

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

On April 1, 2019, the Company entered into a Company Purchase Agreement (the “Purchase Agreement”) by and between by Company and the Ralf Kohler (the “Seller”), which agreement provides for the purchase of 51% of the equity and certain assets of SwissLink Carrier AG (“SwissLink”) (www.swisslink-carrier.com), a Swiss corporation, by the Company.

The consideration for the acquisition consists of $500,000 USD, payable as follows:

· $50,000 USD shall be paid in cash upon execution of the Purchase Agreement;

· The balance of $450,000 USD shall be paid at Closing in the form of 187,500 shares of common stock in the Company based upon an agreed upon price of $2.40 per share.

Additional shares may be payable at Closing, if the Company’s stock is valued at less than $2.40 per share, to account for the full $450,000 USD.

On August 7, 2019, having completed all conditions under the Purchase Agreement, the Company closed the transaction with Seller, and paid $50,000 and issued a total of 343,512 shares of common stock at $1.31 per share to the Seller for the 51% equity interest and certain assets in SwissLink, including 51% of the loan in SwissLink.

The payment for the acquisition of SwissLink Carrier AG, was agreed to be done with $50,000 in cash and the balance of $450,000 in common shares of iQSTEL with an initial price per share of $2.40;

giving us a number of 187,500 shares ($450,000 / 2.40 $ per shares = 187,500 shares) to be issued;

but the purchase agreement included a clause to adjust the number of shares to be ultimately issued if the price of the shares was less than $2.40 at the closing date.

Since at the closing date the price of the shares was $1.31 the total shares to be issued to the Seller should be 343,512, and this was the total shares finally issue to the Seller.

SwissLink is a provider of international telephone traffic around the globe, which trades international VoIP (voice over IP) telephone minutes through its Software Management platform named VAMP.

On April 15, 2020, we entered into a Company Acquisition Agreement (the “Agreement”) with Francisco Bunt regarding the acquisition of 51% of the shares in IoT Labs, LLC (“IoT Labs”).

The IoT Labs’ principal business activity is the sale of Short Messages (SMS) between USA and Mexico.

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

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

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

The Company considered the impact of COVID-19 on the assumptions and estimates used and determined that there were no material adverse impacts on the Company’s results of operations and financial position at December 31, 2020.

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

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

The Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of April 15, 2021, the date of issuance of this Annual Report on Form 10-K.

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

Notes to the Consolidated Financial Statements

December 31, 2020 and 2019

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.

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

The Company considered the impact of COVID-19 on the assumptions and estimates used and determined that there were no material

adverse impacts on the Company’s results of operations and financial position at December 31, 2021.

The full extent of the future

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

A prolonged outbreak could have a material adverse impact on financial

results and business operations of the Company, including the timing and ability of the Company to collect accounts receivable and the

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

The Company is not aware of any specific event or

circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities

as of April 15, 2022, the date of issuance of this Annual Report on Form 10-K.

These estimates may change, as new events occur and additional

information is obtained.

NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The consolidated financial statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).

The financial statements have been prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States.

The consolidated financial statements and related

disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).

financial statements have been prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United

States of America.

The Company’s fiscal year end is December 31.

Consolidation Policy

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

The consolidated financial statements of the Company

include the accounts of the Company and its owned subsidiaries, Etelix.com USA, LLC (“Etelix”), SwissLink Carrier AG (“Swisslink”),

ITSBCHAIN, LLC (“ItsBchain”), QGLOBAL SMS, LLC (“QGlobal”), IoT Labs, LLC (“IoT Labs”) and Global

Money One Inc (“Global Money One”).

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

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements.

The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period.

Actual results could differ from these good faith estimates and judgments.

The preparation of the consolidated financial statements

in conformity with GAAP in the United States of America requires management to make estimates and assumptions that affect the reported

amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements.

The estimates

and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period.

Actual results could

differ from these good faith estimates and judgments.

Business Combinations

In accordance with ASC 805-10, “Business Combinations”, the Company accounts for all business combinations using the acquisition method of accounting.

Under this method, assets and liabilities, including any remaining non-controlling interests, are recognized at fair value at the date of acquisition.

The excess of the purchase price over the fair value of assets acquired, net of liabilities assumed, and non-controlling interests is recognized as goodwill.

Certain adjustments to the assessed fair values of the assets, liabilities, or non-controlling interests made subsequent to the acquisition date, but within the measurement period, which is up to one year, are recorded as adjustments to goodwill.

Any adjustments subsequent to the measurement period are recorded in income.

Any cost or equity method interest that the Company holds in the acquired company prior to the acquisition is re-measured to fair value at acquisition with a resulting gain or loss recognized in income for the difference between fair value and the existing book value.

Results of operations of the acquired entity are included in the Company’s results from the date of the acquisition onward and include amortization expense arising from acquired tangible and intangible assets.

In accordance with ASC 805-10, “ Business

Combinations ”, the Company accounts for all business combinations using the acquisition method of accounting.

Under this method,

assets and liabilities, including any remaining non-controlling interests, are recognized at fair value at the date of acquisition.

excess of the purchase price over the fair value of assets acquired, net of liabilities assumed, and non-controlling interests is recognized

Certain adjustments to the assessed fair values of the assets, liabilities, or non-controlling interests made subsequent

to the acquisition date, but within the measurement period, which is up to one year, are recorded as adjustments to goodwill.

Any adjustments

subsequent to the measurement period are recorded in income.

Any cost or equity method interest that the Company holds in the acquired

company prior to the acquisition is re-measured to fair value at acquisition with a resulting gain or loss recognized in income for the

difference between fair value and the existing book value.

Results of operations of the acquired entity are included in the Company’s

results from the date of the acquisition onward and include amortization expense arising from acquired tangible and intangible assets.

Foreign Currency Translation and Re-measurement

1 unchanged sentence

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.

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

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

The functional currency and reporting currency of

Etelix, QGlobal, ItsBchain, IoT Labs and Global Money One is the U.S.

dollar, while SwissLink’s functional currency is the Swiss

Franc (“CHF”).

The Company’s subsidiaries, whose functional

currency is not the U.S.

dollar, translate their records into U.S.

dollar as follows:

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

· Assets and liabilities at the rate of exchange in effect at the balance

· Equities at historical rate

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

Notes to the Consolidated Financial Statements

December 31, 2020 and 2019

NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

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

Adjustments arising from such translations are included

in accumulated other comprehensive income in stockholders’ equity.

USD exchange rate

1 unchanged sentence

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.

Accounts Receivable and Allowance for Uncollectible Accounts

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

Cash and cash equivalents include cash in banks, money

market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible

to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value.

The Company had

no cash equivalents at December 31, 2021 and 2020.

Accounts Receivable and Allowance for Uncollectible

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 year ended December 31, 2020 and 2019, the Company had bad debt expense of $137,749 and $0, respectively.

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

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

reviewed individually for collectability.

Account balances are charged off after all means of collection have been exhausted and the potential

for recovery is considered remote.

During the years ended December 31, 2021 and 2020, the Company had bad debt expense of $ 0 and $ 137,749 ,

respectively.

Long-Lived Assets

Long-lived assets are evaluated for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate.

Each impairment test is based on a comparison of the undiscounted future cash flows to the recorded value of the asset.

Long-lived assets are evaluated for impairment whenever

events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful

lives of these assets are no longer appropriate.

Each impairment test is based on a comparison of the undiscounted future cash flows to

the recorded value of the asset.

If impairment is indicated, the asset is written down to its estimated fair value.

Fixed assets, consisting of telecommuting equipment and software, is recorded at cost reduced by accumulated depreciation and amortization.

Depreciation and amortization expense is recognized over the assets’ estimated useful lives of 3 years for computers and laptops, 5 years for telecommunications equipment and switches;

Fixed assets, consisting of telecommunications equipment

and software, is recorded at cost reduced by accumulated depreciation and amortization.

Depreciation and amortization expense is recognized

over the assets’ estimated useful lives of 3 years for computers and laptops, 5 years for telecommunications equipment and switches;

and 5 years for software using the straight-line method.

Major additions and improvements are capitalized as additions to the property and equipment accounts, while replacements, maintenance and repairs that do not improve or extend the life of the respective assets, are expensed as incurred.

Major additions and improvements are capitalized as additions to the property

and equipment accounts, while replacements, maintenance and repairs that do not improve or extend the life of the respective assets, are

expensed as incurred.

Estimated useful lives are periodically reviewed and, when appropriate, changes are made prospectively.

When certain events or changes in operating conditions occur, asset lives may be adjusted and an impairment assessment may be performed on the recoverability of the carrying amounts.

events or changes in operating conditions occur, asset lives may be adjusted and an impairment assessment may be performed on the recoverability

of the carrying amounts.

Impairment of tangible and intangible assets

Tangible and intangible assets (excluding goodwill) are assessed at each reporting date for indications that an asset may be impaired.

If any such indication exists, or when annual impairment testing for an asset is required, the Company makes an estimate of the asset's recoverable amount.

The asset's recoverable amount is the higher of an asset's or cash-generating unit's fair value less costs of disposal and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets.

Where the carrying amount of an asset or a group of assets exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or the group of assets.

Notes to the Consolidated Financial Statements

December 31, 2020 and 2019

NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

We allocate goodwill to reporting units based on the reporting unit expected to benefit from the business combination.

We evaluate our reporting units on an annual basis and, if necessary, reassign goodwill using a relative fair value allocation approach.

Goodwill is tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value.

These events or circumstances could include a significant change in the business climate, legal factors, operating performance indicators, competition, or sale or disposition of a significant portion of a reporting unit.

Application of the goodwill impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units, and determination of the fair value of each reporting unit.

The fair value of each reporting unit is estimated primarily through the use of a discounted cash flow methodology.

This analysis requires significant judgments, including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term rate of growth for our business, estimation of the useful life over which cash flows will occur, and determination of our weighted average cost of capital.

The estimates used to calculate the fair value of a reporting unit change from year to year based on operating results, market conditions, and other factors.

Changes in these estimates and assumptions could materially affect the determination of fair value and goodwill impairment for each reporting unit.

Tangible and intangible assets (excluding goodwill)

are assessed at each reporting date for indications that an asset may be impaired.

If any such indication exists, or when annual impairment

testing for an asset is required, the Company makes an estimate of the asset's recoverable amount.

The asset's recoverable amount is the

higher of an asset's or cash-generating unit's fair value less costs of disposal and its value in use and is determined for an individual

asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets.

the carrying amount of an asset or a group of assets exceeds its recoverable amount, the asset is considered impaired and is written down

to its recoverable amount.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax

discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or the group of

We allocate goodwill to reporting units based on the

reporting unit expected to benefit from the business combination.

We evaluate our reporting units on an annual basis and, if necessary,

reassign goodwill using a relative fair value allocation approach.

Goodwill is tested for impairment at the reporting unit level (operating

segment or one level below an operating segment) on an annual basis and between annual tests if an event occurs or circumstances change

that would more likely than not reduce the fair value of a reporting unit below its carrying value.

These events or circumstances could

include a significant change in the business climate, legal factors, operating performance indicators, competition, or sale or disposition

of a significant portion of a reporting unit.

Application of the goodwill impairment test requires

judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units, assignment of goodwill

to reporting units, and determination of the fair value of each reporting unit.

The fair value of each reporting unit is estimated primarily

through the use of a discounted cash flow methodology.

This analysis requires significant judgments, including estimation of future cash

flows, which is dependent on internal forecasts, estimation of the long-term rate of growth for our business, estimation of the useful

life over which cash flows will occur, and determination of our weighted average cost of capital.

The estimates used to calculate the fair value of

a reporting unit change from year to year based on operating results, market conditions, and other factors.

Changes in these estimates

and assumptions could materially affect the determination of fair value and goodwill impairment for each reporting unit.

Retirement Benefit Costs

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

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

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

Payments to defined contribution retirement benefit

schemes are charged as an expense as they fall due.

Payments made to state-managed retirement benefit schemes are dealt with as payments

to defined contribution schemes where the Company’s obligations under the schemes are equivalent to those arising in a defined contribution

retirement benefit scheme.

For defined benefit schemes, the cost of providing

benefits is determined using the Projected Unit Credit Method, with actuarial valuations being carried out at each balance sheet date.

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

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

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

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

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

They are recognized outside the income statement

and are presented in other comprehensive income.

Past service cost is recognized immediately in the income statement in the period in

which it occurs.

The retirement benefit obligation recognized in the

balance sheet represents the present value of the defined obligation as adjusted for unrecognized past service cost, and as reduced by

the fair value of the scheme assets.

Any asset resulting from this calculation is limited to past service cost, plus the present value

of available refunds and reductions in future contributions to the scheme.

Net Income (Loss) Per Share of Common Stock

The Company has adopted ASC 260, ”Earnings per Share” 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 December 31, 2020 and 2019.

Notes to the Consolidated Financial Statements

December 31, 2020 and 2019

NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

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.

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 year ended December 31, 2021.

There were no potentially dilutive

shares of common stock outstanding for the year ended December 31, 2021.

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’s financial instruments that are

exposed to concentrations of credit risk primarily consist of its cash and cash equivalents and related party payables that it will likely

incur in the near future.

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

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

During the year ended December 31, 2020 and 2019, 6 customers represented 70% of our revenues and 8 customers represented 70% of our revenues, respectively.

34% 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.

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

During the year ended December 31, 2021 and 2020,

7 and 6 customers represented 88 % and 70 % of our revenues, respectively.

For the year ended December 31, 2021 68 % 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 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

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

The carrying values of our financial instruments, including, cash and cash equivalents;

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

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 applies to assets or liabilities for which

there are quoted prices in active markets for identical assets or liabilities.

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 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

The carrying values of our financial instruments,

including, cash and cash equivalents;

accounts receivable;

prepaid expenses;

accounts payable and other payable and due to related parties approximate their fair values due to the short-term maturities of these financial instruments.

Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist.

Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated.

It is not, however, practical to determine the fair value of amounts due to related party’s due to their related party nature.

Notes to the Consolidated Financial Statements

December 31, 2020 and 2019

NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

prepaid and other current assets;

accounts payable;

other current liabilities;

and due from/to related parties approximate their fair values due to the short-term maturities of these financial instruments.

Transactions involving related parties cannot be presumed

to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist.

Representations

about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent

to those that prevail in arm’s-length transactions unless such representations can be substantiated.

It is not, however, practical

to determine the fair value of amounts due to related party’s due to their related party nature.

Derivative Financial Instruments

The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks.

We evaluate all of our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives.

For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations.

For stock-based derivative financial instruments, the Company used a Black Scholes valuation model to value the derivative instruments at inception and on subsequent valuation dates.

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.

Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

The Company uses the liability method of accounting for income taxes.

Under the liability method, deferred tax assets and liabilities are determined based on differences between financial reporting and the tax basis of assets, liabilities, the carry forward of operating losses and tax credits, and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.

An allowance against deferred tax assets is recorded when it is more likely than not that such tax benefits will not be realized.

The Company does not use derivative instruments to

hedge exposures to cash flow, market or foreign currency risks.

We evaluate all of our financial instruments to determine if such instruments

are derivatives or contain features that qualify as embedded derivatives.

For derivative financial instruments that are accounted for

as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes

in the fair value reported in the statements of operations.

For stock-based derivative financial instruments, the Company used a Black

Scholes valuation model to value the derivative instruments at inception and on subsequent valuation dates.

The classification of derivative

instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting

Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement

or conversion of the instrument could be required within 12 months of the balance sheet date.

The Company uses the liability method of accounting

for income taxes.

Under the liability method, deferred tax assets and liabilities are determined based on differences between financial

reporting and the tax basis of assets, liabilities, the carry forward of operating losses and tax credits, and are measured using the

enacted tax rates and laws that will be in effect when the differences are expected to reverse.

An allowance against deferred tax assets

is recorded when it is more likely than not that such tax benefits will not be realized.

Related Parties

The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions (see Note 13).

The Company follows ASC 850, “Related

Party Disclosures,” for the identification of related parties and disclosure of related party transactions (see Note 13).

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.

The Company’s payment terms vary by clients.

The Company recognizes revenue from telecommunication

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

The Company recognizes revenue related to monthly

usage charges and other recurring charges during the period in which the telecommunication services are rendered, provided that persuasive

evidence of a sales arrangement exists, and collection is reasonably assured.

Management considers persuasive evidence of a sales arrangement

to be a written interconnection agreement.

The Company’s payment terms vary by client.

Cost of revenue

Costs of revenue represent direct charges from vendors that the Company incurs to deliver services to its customers.

These costs primarily consist of usage charges for calls terminated in vendor’s network.

The Company leases office space for corporate and network monitoring activities and to house telecommunications equipment.

In accordance with ASC 842, “ Leases ”, we determine if an arrangement is a lease at inception.

The office lease meets the definition of a short-term lease because the lease term is 12 months or less.

Consequently, consistent with Company’s accounting policy election, the Company does not recognize the right-of-use asset and the lease liability arising from this lease.

Notes to the Consolidated Financial Statements

December 31, 2020 and 2019

NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Costs of revenue represent direct charges from vendors

that the Company incurs to deliver services to its customers.

These costs primarily consist of usage charges for calls terminated in vendor’s

The Company leases office space for corporate and

network monitoring activities and to house telecommunications equipment.

In accordance with ASC 842, “ Leases ”, we

determine if an arrangement is a lease at inception.

The office lease meets the definition of a short-term

lease because the lease term is 12 months or less.

Consequently, consistent with Company’s accounting policy election, the Company

does not recognize the right-of-use asset and the lease liability arising from this lease.

Recent Accounting Pronouncements

In December 2019, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update No.

2019-12, Income Taxes (Topic 740):

Simplifying the Accounting for Income Taxes (ASU 2019-12), which simplifies the accounting for income taxes.

This guidance will be effective for entities for the fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020 on a prospective basis, with early adoption permitted.

We will adopt the new standard effective January 1, 2021 and do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.

In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt—Debt with “Conversion and Other Options” and ASC subtopic 815-40 “Hedging—Contracts in Entity’s Own Equity”.

The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock.

Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting;

and, (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital.

The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years.

Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years.

The Company is currently assessing the impact of the adoption of this standard on its consolidated financial statements.

In August 2020, the FASB issued ASU 2020-06, ASC Subtopic

470-20 “ Debt—Debt with “Conversion and Other Options ” and ASC subtopic 815-40 “ Hedging—Contracts

in Entity’s Own Equity ”.

The standard reduced the number of accounting models for convertible debt instruments and convertible

preferred stock.

Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features

that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a

scope exception from derivative accounting;

and, (2) convertible debt instruments issued with substantial premiums for which the premiums

are recorded as paid-in capital.

The amendments in this update are effective for fiscal years beginning after December 15, 2021, including

interim periods within those fiscal years.

Early adoption is permitted, but no earlier than fiscal years beginning after December 15,

2020, including interim periods within those fiscal years.

The Company is currently assessing the impact of the adoption of this standard

on its 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, has a working capital deficiency 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'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.

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 - ACQUISITION

On April 15, 2020, we entered into a Company Acquisition Agreement (the “Agreement”) with Francisco Bunt regarding the acquisition of 51% of the shares in IoT Labs.

The Company’s principal business activity is the sale of Short Messages (SMS) between USA and Mexico.

We have agreed to pay a total of $180,000 for the 51% interest in the Company.

The consideration shall occur with an installment of $60,000 on the date of the execution of the Agreement, followed by a second payment of $60,000 at closing and a final payment of $60,000 that is set to occur 60 days following the closing date.

Under the Agreement, Mr.

Bunt has the right to request that any of the aforementioned payments be made in shares of our common stock, which the parties have agreed to value at $2.00 per share.

The shares are subject to adjustment after 180 days and up to 360 days after issuance if our stock trades at less than $2.00 per share.

The Agreement provides for a right of return to Mr.

Bunt of the shares in the Company if we fail to make timely payments.

Notes to the Consolidated Financial Statements

December 31, 2020 and 2019

NOTE 4 – ACQUISITION (CONTINUED)

The following table summarizes the fair value of the consideration paid by the Company and the fair value amounts assigned to the assets acquired on the acquisition date:

Fair Value of Consideration:

Total Purchase Price

IoT Labs has been included in our consolidated results of operations since the acquisition date.

The following table summarizes the identifiable assets acquired and liabilities assumed upon acquisition of IoT Labs and the calculation of goodwill:

On April 15, 2020, we entered into a Company Acquisition

Agreement (the “Agreement”) with Francisco Bunt regarding the acquisition of 51 % of the shares in IoT Labs, whose principal

business activity is the sale of Short Messages (SMS) between USA and Mexico, for $ 180,000 .

The following table summarizes the identifiable assets

acquired and liabilities assumed upon acquisition of IoT Labs and the calculation of goodwill:

Total purchase price

7 unchanged sentences

Total net assets

On April 1, 2019, iQSTEL Inc.

(the “Company”) entered into a Company Purchase Agreement (the “Purchase Agreement”) by and between the Company and the Ralf Kohler (the “Seller”), which agreement provides for the purchase of 51% of the equity and certain assets of SwissLink Carrier AG (“SwissLink”) (www.swisslink-carrier.com), a Swiss corporation, by the Company for a consideration of $500,000.

The following table summarizes the fair value of the consideration paid by the Company and the fair value amounts assigned to the assets acquired on the acquisition date:

Fair Value of Consideration:

343,512 shares of common stock at $1.31 per share

Total Purchase Price

Swisslink has been included in our consolidated results of operations since their respective acquisition dates.

Notes to the Consolidated Financial Statements

December 31, 2020 and 2019

NOTE 4 – ACQUISITION (CONTINUED)

The following table summarizes the identifiable assets and liabilities assumed upon acquisition of SwissLink and the calculation of goodwill:

Total purchase price

Accounts receivable, net

Other current assets

Deferred tax assets

Property and equipment, net

Total identifiable assets

Accounts payable

Other current liabilities

Long term loans

Long term loans – related party

Employee benefits

Total liabilities assumed

Non-controlling interest

Total net assets

Unaudited combined proforma results of operations for the year ended December 31, 2020 and 2019 as though the Company acquired IoT Labs and SwissLink on January 1, 2019, are set forth below:

Unaudited combined proforma results of operations

for the year ended December 31, 2020 as though the Company acquired IoT Labs on January 1, 2020, are set forth below:

Cost of revenues

1 unchanged sentence

Operating loss

( 3,071,752 )

Other expense

( 3,487,315 )

$ ( 6,559,067 )

NOTE 5 – PREPAID AND OTHER CURRENT ASSETS

Other prepaid and other current assets at December 31, 2020 and 2019 consisted of the following:

Advance payment to suppliers

Prepaid and other current assets at December 31, 2021

and 2020 consisted of the following:

Subscription receivable

Other receivable

1 unchanged sentence

Tax receivable

Notes to the Consolidated Financial Statements

December 31, 2020 and 2019

Total prepaid and other

current assets

NOTE 6 – PROPERTY AND EQUIPMENT

Property and equipment at December 31, 2020 and 2019 consisted of the following:

Property and equipment at December 31, 2021 and 2020

consisted of the following:

Telecommunication equipment

4 unchanged sentences

Total property and equipment

Depreciation expense for the year ended December 31, 2020 and 2019 amounted to $68,602 and $41,737, respectively.

Notes to the Consolidated Financial Statements

December 31, 2020 and 2019

Depreciation expense for the year ended December 31,

2021 and 2020 amounted to $ 91,474 and $ 68,602 , respectively.

NOTE 7 –LOANS PAYABLE

Loans payable at December 31, 2020 and 2019 consisted of the following:

Loans payable at December 31, 2021 and 2020 consisted

of the following:

Unique Funding Solutions_2

1 unchanged sentence

YES LENDER LLC 3

October 17, 2019 and due on March 31, 2020

YES LENDER LLC 3

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

Complete Business Solutions_8

December 24, 2010 and due on June 09, 2020

Advance Service Group LLC

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

Nicolas Arvelo

Note was issued on November 20, 2019 and due on November 20, 2020

Martin Mendoza Diaz

Note was issued on November 20, 2019 and due on November 20, 2020

Apollo Management Group, Inc

25 unchanged sentences

Note was issued on December 30, 2020 and due on January 29, 2021

Note was issued on November 1, 2021 and due on January 30, 2022

Note was issued on October 23, 2018 and due on January 3, 2022

1 unchanged sentence

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

Darlene Covi19

Darlene Covid19

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

3 unchanged sentences

Long-term loans payable

Notes to the Consolidated Financial Statements

December 31, 2020 and 2019

NOTE 7 –LOANS PAYABLE (CONTINUED)

Loans payable related parties at December 31, 2020 and 2019 consisted of the following:

Loans payable - related parties at December 31, 2021

and 2020 consisted of the following:

Alonso Van Der Biest

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

Alvaro Quintana

Note was issue on September 30, 2016 and due on September 29, 2019

49% of Shareholder of SwissLink

Note is due on demand

49% of Shareholder of SwissLink

Note is due on demand

Current portion of loans payable

During the year ended December 31, 2020 and 2019, the Company borrowed from third parties totaling $1,239,620 and $424,960, which includes original issue discount and financing costs of $63,970 and $17,953 and repaid the principal amount of $969,664 and $527,239, respectively.

During the year ended December 31, 2020 and 2019, the Company recorded interest expense of $77,101 and $207,660 and recognized amortization of discount, included in interest expense, of $44,749 and $17,953, respectively.

Long-term loans payable

During the years ended December 31, 2021 and 2020,

the Company borrowed from third parties totaling $ 600,000 and $ 1,239,620 , which includes original issue discount and financing costs of

$ 66,666 and $ 63,970 and repaid the principal amount of $ 344,483 and $ 969,664 , respectively.

During the years ended December 31, 2021 and 2020,

the Company recorded interest expense of $ 191,281 and $ 77,101 and recognized amortization of discount, included in interest expense, of

$ 78,481 and $ 44,749 , respectively.

During the year ended December 31, 2021, the related

party loan of $ 1,647,150 (CHF 1,518,909) was swapped into capital and the Company recorded it as additional paid in capital.

During the year ended December 31, 2021, the Company

settled loans payable of $ 1,516,667 by issuing 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 .

NOTE 8 – OTHER CURRENT LIABILITIES

Other current liabilities at December 31, 2020 and 2019 consisted of the following:

Other current liabilities at December 31, 2021 and

2020 consisted of the following:

Accrued liabilities

Credit card liabilities

Accrued interest

2 unchanged sentences

Other current liabilities

Total Other Current Liabilities

NOTE 9 - CONVERTIBLE LOANS

At December 31, 2020 and 2019, convertible loans consisted of the following:

At December 31, 2021 and 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 year ended December 31, 2020 and 2019, the Company recorded interest expense of $487,012 and $506,649 and recognized amortization of discount, included in interest expense, of $2,176,757 and $1,921,734, respectively.

Notes to the Consolidated Financial Statements

December 31, 2020 and 2019

NOTE 9 - CONVERTIBLE LOANS (CONTINUED)

During the year ended December 31, 2020 and 2019, the Company repaid notes of $942,190 and $824,401 and accrued interest including prepayment penalty of $675,771 and $365,133, respectively.

Notes in Default

Certain convertible notes held by the company were in default.

During the period ended December 31, 2020 and 2019, the Company did not maintain the covenant requiring the Company to be current with all financial filings.

As a result of the breach, the company recorded a penalty of $0 and $8,151 as principal amount.

During the year ended December 31, 2020, the Company converted notes with principal amounts of $1,302,785 and accrued interest of $93,656 into 46,575,378 shares of common stock.

The corresponding derivative liability at the date of conversion of $4,275,728 was settled through additional paid in capital.

During the year ended December 31, 2019, the Company converted notes with principal amounts and accrued interest of $33,750 into 1,169,723 shares of common stock.

The corresponding derivative liability at the date of conversion of $430,495 was settled through additional paid in capital.

On June 10, 2020, the Company settled a convertible note with accrued interest of $64,230 with a total of 650,000 share issuances.

The Company issued 200,000 shares in June, 225,000 shares in July and 503,571 shares in August, which included 278,571 true-up shares.

During the years ended December 31, 2021 and 2020,

the Company recorded interest expense of $ 33,429 and $ 487,012 and recognized amortization of discount, included in interest expense, of

$372,290 and $2,176,757, respectively.

During the years ended December 31, 2021 and 2020,

the Company repaid notes of $ 250,000 and $ 942,190 and accrued interest including prepayment penalty of $ 6,027 and $ 675,771 , respectively.

During the year

ended December 31, 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.

During the year ended December 31, 2020, the Company

converted notes with principal amounts of $ 1,302,785 and accrued interest of $ 93,656 into 46,575,378 shares of common stock.

The corresponding

derivative liability at the date of conversion of $ 4,275,728 was settled through additional paid in capital.

During the year ended December 31, 2021, the Company

recorded gain on settlement of debt of $ 11,069 .

On June 10, 2020, the Company settled a convertible

note with accrued interest of $ 64,230

with a total of 650,000 share issuances.

The Company issued 200,000 shares in June, 225,000 shares in July and 503,571 shares

in August, which included 278,571 true-up shares.

As a result, the Company recognized a loss on settlement of debt of $ 24,699 .

On June 26, 2020, the Company issued a loan payable of $700,000 to Labrys Fund to settle the previously-outstanding convertible notes with accrued interest of $986,340.

As a result, the Company recognized a gain on settlement of debt of $286,340 (Note 7).

On July 22, 2020, the Company settled a convertible note with accrued interest of $ 64,363 and an original common stock purchase warrant to purchase 20,000 shares of common stock with a total of 650,000 share issuances.

During the period ended September 30, 2020, the Company issued 1,038,375 shares which included 388,375 true-up shares.

On June 26, 2020, the Company issued a loan payable

of $ 700,000 to Labrys Fund to settle the previously-outstanding convertible notes with accrued interest of $ 986,340 .

As a result, the

Company recognized a gain on settlement of debt of $ 286,340 (Note 7).

On July 22, 2020, the Company settled a convertible

note with accrued interest of $ 64,363 and an original common stock purchase warrant to purchase 20,000 shares of common stock with a

total of 650,000 share issuances.

During the period ended September 30, 2020, the Company issued 1,038,375 shares which included 388,375

true-up shares.

As a result, the Company recognized a loss on settlement of debt of $ 9,886 .

On September 1, 2020, the Company entered into a Multipurpose agreement and issued a new note which a principal balance of $1,045,327 to replace the 15 notes issued from January 2020 to May 2020 which an aggregate principal amount was $985,556 and an aggregate accrued interest was $59,771.

The Company also issued another promissory note of $300,000 (Note 7).

On September 1, 2020, the Company entered into a

Multipurpose agreement and issued a new note which a principal balance of $ 1,045,327 to replace the 15 notes issued from January 2020

to May 2020 which an aggregate principal amount was $ 985,556 and an aggregate accrued interest was $ 59,771 .

The Company also issued another

promissory note of $ 300,000 (Note 7).

As a result, the Company recognized a loss on settlement of debt of $ 300,000 .

Promissory Notes - Issued in fiscal year 2019

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

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 .

2 unchanged sentences

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.

Notes to the Consolidated Financial Statements

December 31, 2020 and 2019

NOTE 9 - CONVERTIBLE LOANS (CONTINUED)

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.

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.

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

Promissory Notes - Issued in fiscal year 2020

During the year ended December 31, 2020, the Company issued a total of $2,708,771 in notes with the following terms:

During the year ended December 31, 2020, the Company

issued a total of $ 2,708,771 in notes with the following terms:

Terms 12 months .

3 unchanged sentences

Certain note has a capped conversion price of $0.025.

Notes allow the Company to redeem the notes at a range from 120% to 125% provided that no redemption is allowed after the 180 th or 185 th day.

Likewise, the notes include original issue discount and financing costs totaling $229,444 and the Company received cash of $1,420,000.

Certain convertible notes were also provided with a total of 6,500,000 warrants with exercise price ranging from $0.02 to $0.03.

Notes allow the Company to redeem the notes at a

range from 120% to 125% provided that no redemption is allowed after the 180th or 185th day.

Likewise, the notes include original

issue discount and financing costs totaling $229,444 and the Company received cash of $1,420,000.

Certain convertible notes were also

provided with a total of 6,500,000 warrants with exercise price ranging from $0.02 to $0.03.

Derivative liabilities

The Company 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 warrants using the Black Scholes valuation model.

The fair value of the derivative liability for all the note and warrants that became convertible for the year ended December 31, 2020, amounted to $2,714,029.

$1,673,393 of the value assigned to the derivative liability was recognized as a debt discount to the notes while the balance of $1,040,636 was recognized as a “day 1” derivative loss.

The fair value of the derivative liability for all the notes and warrants that became convertible for the year ended December 31, 2019 amounted to $4,916,471.

$1,313,350 of the value assigned to the derivative liability was recognized as a debt discount to the notes while the balance of $3,603,121 was recognized as a “day 1” derivative loss.

Notes to the Consolidated Financial Statements

December 31, 2020 and 2019

NOTE 9 - CONVERTIBLE LOANS (CONTINUED)

A summary of activity during the year ended December 31, 2020 and 2019 follows:

The Company valued the conversion features of convertible

notes and warrants using the Black Scholes valuation model.

The fair value of the derivative liability for all the note and warrants that

became convertible for the year ended December 31, 2020, amounted to $ 2,714,029 .

$ 1,673,393 of the value assigned to the derivative liability

was recognized as a debt discount to the notes while the balance of $ 1,040,636 was recognized as a “day 1” derivative loss.

A summary of activity during the year ended December

31, 2020 follows.

There was no 2021 activity.

Warrants Outstanding

Contractual life

Outstanding, December 31, 2018

Cashless Exercised

Forfeited/canceled

Average Exercise Price

Average Remaining Contractual life (in years)

Outstanding, December 31, 2019

Cashless Exercised

( 10,597,010 )

( 7,083,334 )

Outstanding, December 31, 2020

The reset feature of warrants associated with the convertible notes was effective at the time that a separate convertible note with lower exercise price was issued.

As a result of the reset features for warrants, the warrants increased by 10,813,001 at $0.0014 per share.

We accounted for the issuance of the warrants as a liability and recognized the derivative liability.

The reset feature of warrants associated with the

convertible notes was effective at the time that a separate convertible note with lower exercise price was issued.

As a result of the

reset features for warrants, the warrants increased by 10,813,001 at $0.0014 per share.

We accounted for the issuance of the warrants

as a liability and recognized the derivative liability.

NOTE 10 – DERIVATIVE LIABILITY

The Company analyzed the conversion option for derivative accounting consideration under ASC 815, Derivatives and Hedging, 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 December 31, 2020.

The Black-Scholes model requires six basic data inputs:

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

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

The fair value of each convertible note is estimated using the Black-Scholes valuation model.

For the year ended December 31, 2020 and 2019, the estimated fair values of the liabilities measured on a recurring basis are as follows:

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

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

The Company determined our derivative liabilities

to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the fair value as of December 31, 2020.

Black-Scholes model requires six basic data inputs:

the exercise or strike price, time to expiration, the risk free interest rate, the

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

Changes to these inputs could produce

a significantly higher or lower fair value measurement.

The fair value of each convertible note is estimated using the Black-Scholes valuation

For the year ended December 31, 2021 and 2020, the

estimated fair values of the liabilities measured on a recurring basis are as follows:

Expected term

2 unchanged sentences

Expected average volatility

145 % - 241 %

Expected dividend yield

2 unchanged sentences

0.05 % - 2.56 %

Notes to the Consolidated Financial Statements

December 31, 2020 and 2019

NOTE 10 – DERIVATIVE LIABILITY (CONTINUED)

The following table summarizes the changes in the derivative liabilities during the year ended December 31, 2020 and 2019:

Fair Value Measurements Using Significant Observable Inputs (Level 3)

The following table summarizes the changes in the

derivative liabilities during the year ended December 31, 2021 and 2020:

Measurements Using Significant Observable Inputs (Level 3)

Balance - December 31, 2019

2 unchanged sentences

Settled on issuance of common stock

Gain on change in fair value of the derivative

( 5,136,222 )

Change in fair value of the derivative

( 1,296,250 )

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

1 unchanged sentence

Balance - December 31, 2021

The following table summarizes the change in fair value of derivative liability included in the income statement for the year ended December 31, 2020 and 2019, respectively.

The following table summarizes the change in fair

value of derivative liability included in the income statement for the year ended December 31, 2021 and 2020, respectively.

Addition of new derivatives recognized as loss on derivatives

Revaluation of derivative liabilities

(Gain) loss on change in fair value of the derivative

NOTE 11 – SHAREHOLDERS’ EQUITY

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

( 1,296,250 )

(Gain) on change in fair value of the derivative

$ ( 317,080 )

$ ( 255,614 )

NOTE 11 – STOCKHOLDERS’ EQUITY

The Company’s authorized capital consists of

300,000,000 shares of common stock with a par value of $ 0.001 per share.

Series A Preferred Stock

On November 3, 2020, pursuant to Article III of our Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock entitled Series A Preferred Stock, consisting of up 10,000 shares, par value $0.001.

Under the Certificate of Designation, holders of Series A Preferred Stock will participate on an equal basis per-share with holders of our common stock in any distribution upon winding up, dissolution, or liquidation.

Holders of Series A Preferred Stock are entitled to vote together with the holders of our common stock on all matters submitted to 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

During the year ended December 31, 2020, 100,000 shares of common stock were converted into 10,000 shares of Series A Preferred Stock by our management.

As of December 31, 2020 and 2019, 10,000 and 0 shares of Series A Preferred Stock were issued and outstanding, respectively.

Notes to the Consolidated Financial Statements

December 31, 2020 and 2019

NOTE 11 – SHAREHOLDERS’ EQUITY (CONTINUED)

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

During the year ended December 31, 2020, 100,000 shares

of common stock were converted into 10,000 shares of Series A Preferred Stock by our management.

As of December 31, 2021 and 2020, 10,000 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 leak-out restriction on sales into the market of no more than 5% previous month’s stock liquidity.

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.

During the year

ended December 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 December

31, 2021 and 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.

During the year ended December 31, 2020, the Company issued 100,224,841 shares of common stock, valued at fair market value on issuance as follows;

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.

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 December 31, 2021 and 2020, no Series C Preferred

Stock was issued or outstanding.

During the year ended December 31, 2021, the Company

issued 51,638,526 shares of common stock, valued at fair market value on issuance as follows;

· 41,562,500 shares issued for cash of $ 6,536,250 , of which $ 100,000 was recorded

as subscription receivable as of December 31, 2021.

The Company received the $ 100,000 on January 3, 2022.

· 2,230,394 shares, valued at $ 2,056,530 , issued for settlement of debt of

· 195,000 shares for services valued at $ 284,700

· 1,320,000 shares issued to our management for compensation valued at $ 1,037,568

· 250,000 shares for forbearance of debt valued at $ 49,925

· 6,080,632 shares issued for conversion of debt of $ 422,295

During the year ended December 31, 2021, the Company

terminated a placement agent and advisory services agreement with a FINRA member dated September 22, 2020, and cancelled 1,294,600 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.

During the year ended December 31, 2020, the Company

issued 100,224,841 shares of common stock, valued at fair market value on issuance as follows;

23,937,500 shares issued for cash of $ 1,915,005

4 unchanged sentences

9,476,218 shares issued for cashless exercised warrant

Notes to the Consolidated Financial Statements

December 31, 2020 and 2019

NOTE 11 – SHAREHOLDERS’ EQUITY (CONTINUED)

During the year ended December 31, 2019, the Company issued 2,985,941 shares of common stock as follows;

· 661,216 shares in conjunction with convertible notes.

· 811,490 shares for cashless exercised warrant

· 1,169,723 shares for conversion of debt of $33,750 (see Note 9)

· 343,512 shares for acquisition of SwissLink

As of December 31, 2020 and 2019, 118,133,432 and 18,008,591 shares of common stock were issued and outstanding, respectively.

As of December 31, 2021 and 2020, 147,477,358 and

118,133,432 shares of common stock were issued and outstanding, respectively.

NOTE 12 – PROVISION FOR INCOME TAXES

The Company provides for income taxes under ASC 740, “ Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse.

A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

The components of the Company’s deferred tax asset and reconciliation of income taxes computed at the statutory rate to the income tax amount recorded as of December 31, 2020 and 2019, are as follows:

The Company provides for income taxes under ASC 740,

“ Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recorded

based on the differences between the financial statement and tax basis of assets and liabilities and the tax rates in effect when these

differences are expected to reverse.

A valuation allowance is provided for certain deferred tax assets if it is more likely than not that

the Company will not realize tax assets through future operations.

The components of the Company’s deferred tax

asset and reconciliation of income taxes computed at the statutory rate to the income tax amount recorded as of December 31, 2021 and

2020, are as follows:

Net Operating loss carryforward

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valuation allowance

( 2,136,141 )

( 1,341,272 )

Net deferred tax asset

As of December 31, 2020, the Company has approximately $8,432,000 of net operating losses (“NOL”) generated to December 31, 2020 carried forward to offset taxable income in future years which expire commencing in fiscal 2037.

NOLs generated in tax years prior to December 31, 2017, can be carryforward for twenty years, whereas NOLs generated after December 31, 2017 can be carryforward indefinitely.

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized.

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.

Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.

Based on the assessment, management has established a full valuation allowance against all of the deferred tax assets relating to NOLs for every period because it is more likely than not that all of the deferred tax assets will not be realized.

Utilization of the NOL carry forwards may be subject to an annual limitation due to ownership change limitations that may have occurred or that could occur in the future, as required by Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”).

These ownership changes may limit the amount of the NOL carry forwards that can be utilized annually to offset future taxable income and tax, respectively.

In general, an “ownership change” as defined by Section 382 of the Code results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percentage points of the outstanding stock of a company by certain stockholders.

Tax returns for the years ended 2012 through 2020 are subject to review by the tax authorities.

Notes to the Consolidated Financial Statements

December 31, 2020 and 2019

As of December 31, 2021, the Company has approximately

$ 12,332,000 of net operating losses (“NOL”) generated to December 31, 2021 carried forward to offset taxable income in future

years which expire commencing in fiscal 2037.

NOLs generated in tax years prior to December 31, 2017, can be carryforward for twenty years,

whereas NOLs generated after December 31, 2017 can be carryforward indefinitely.

In assessing the realization of deferred tax assets,

management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized.

realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary

differences become deductible.

Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income

and tax planning strategies in making this assessment.

Based on the assessment, management has established a full valuation allowance

against all of the deferred tax assets relating to NOLs for every period because it is more likely than not that all of the deferred tax

assets will not be realized other than those recorded at SwissLink, because the Company anticipates utilizing the NOLs prior to their

Utilization of the NOL carry forwards may be subject

to an annual limitation due to ownership change limitations that may have occurred or that could occur in the future, as required by Section

382 of the Internal Revenue Code of 1986, as amended (the “Code”).

These ownership changes may limit the amount of the NOL

carry forwards that can be utilized annually to offset future taxable income and tax, respectively.

In general, an “ownership change”

as defined by Section 382 of the Code results from a transaction or series of transactions over a three-year period resulting in an ownership

change of more than 50 percentage points of the outstanding stock of a company by certain stockholders.

Tax returns for the years ended 2016 through 2021

are subject to review by the tax authorities.

NOTE 13 - RELATED PARTY TRANSACTIONS

Due from related party

During the year ended December 31, 2020, the Company loaned $20,182 to related parties who are a shareholder and a former director, collected $20,197 and wrote off amounts totaling $43,375.

During the year ended December 31, 2020 and 2019, the Company loaned $18,888 and $129,387 to a related party and collected $2,088 and $73,947, respectively.

As of December 31, 2020 and 2019, the Company had due from related parties of $221,790 and $316,860, respectively.

During the year

ended December 31, 2021, the Company loaned $ 220,674 to our CEO and applied to due to CEO of $ 8,004 .

During the year

ended December 31, 2021, the Company wrote off due from related party of $ 10,148 .

During the year ended December 31, 2020, the Company

loaned $ 20,182 to related parties who are a stockholder and a former director, collected $ 20,197 and wrote off amounts totaling $ 43,375 .

During the years ended December 31, 2021 and 2020,

the Company loaned $ 220,674 and $ 18,888 to a related party and collected $ 226 and $ 2,088 , respectively.

As of December 31, 2021 and 2020, the Company had

due from related parties of $ 424,086 and $ 221,790 , respectively.

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

Due to related parties

During the year ended December 31, 2020 and 2019, the Company borrowed $20,182 and $46,438 from CEO and CFO of the Company, and repaid $20,197 and $38,400 to the CEO and CFO, respectively.

During the year ended December 31, 2020, the Company borrowed $20,000 from Francisco Bunt who owns 49% of loT Labs and repaid $20,000.

As of December 31, 2020 and 2019, the Company had amounts due to related parties of $94,616, which included $60,000 to Francisco Bunt (Note 4) and $34,631, respectively.

During the years ended December 31, 2021 and 2020,

the Company borrowed $ 0 and $ 20,182 from CEO and CFO of the Company, and repaid $ 90,787 and $ 20,197 to the CEO and CFO, respectively.

During the year ended December 31, 2020, the Company

borrowed $ 20,000 from Francisco Bunt who owns 49 % of loT Labs and repaid $ 20,000 .

As of December 31, 2021 and 2020, the Company had

amounts due to related parties of $ 26,613 and $ 94,616 , respectively, which included $ 0 and $ 60,000 to Francisco Bunt (Note 4), respectively.

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

Debt forgiveness

During the year ended December 31, 2019, the Company recorded debt forgiveness of $406,080 as additional paid in capital.

Debt to Equity Swap

During the year ended December 31, 2021 the Company

recorded a debt to equity swap of $ 1,647,150 as additional paid in capital.

Employment agreements

On May 2, 2019, the Company entered into Employment Agreements with the following persons:

(i) Leandro Iglesias as President, CEO and Chairperson of the Company’s Board of Directors with an annual salary of $168,000 with an annual bonus of 3% of our net income;

(ii) Juan Carlos Lopez Silva as Chief Commercial Officer with an annual salary of $120,000 with an annual bonus of 3% of our net income;

and Alvaro Quintana Cardona as Chief Operating Officer and Chief Financial Officer with an annual salary of $144,000 with an annual bonus of 3% of our net income.

The Employment Agreements have a term of 36 months, are renewable automatically for 24-month periods, unless the Company gives written notice at least 90 days prior to termination of the initial 36-month term.

The Company shall have the right to terminate any of the employment agreements at any time without prior notice, but in that event, the Company shall pay these persons salaries and other benefits they are entitled to receive under their respective agreements for three years.

The above executive officers agreed to two year non-compete and non-solicit restrictive covenants with the Company.

On July 1, 2021, the Company appointed three independent

Effective on July 1, 2021 and thereafter, all directors shall be compensated monthly up to 4,000 shares of common stock and

cash of $ 1,000 for their service as directors.

On May 2, 2019, the Company entered into Employment

Agreements with the following persons:

(i) Leandro Iglesias as President, CEO and Chairperson of the Company’s Board of Directors

with an annual salary of $ 168,000 with an annual bonus of 3 % of our net income;

(ii) Juan Carlos Lopez Silva as Chief Commercial Officer

with an annual salary of $ 120,000 with an annual bonus of 3 % of our net income;

and Alvaro Quintana Cardona as Chief Operating Officer

and Chief Financial Officer with an annual salary of $ 144,000 with an annual bonus of 3 % of our net income.

The Employment Agreements

have a term of 36 months , are renewable automatically for 24-month periods, unless the Company gives written notice at least 90 days prior

to termination of the initial 36-month term.

The Company shall have the right to terminate any of the employment agreements at any time

without prior notice, but in that event, the Company shall pay these persons salaries and other benefits they are entitled to receive

under their respective agreements for three years.

The above executive officers agreed to two year non-compete and non-solicit restrictive

covenants with the Company.

If any of the executive officers are terminated for cause they shall forfeit any rights to severance.

On November 1, 2020, our board of directors approved amended employments in favor of our Chief Executive Officer, Leandro Iglesias, our Chief Financial Officer, Alvaro Quintana, and our Chief Commercial Officer, Juan Carlos Lopez Silva.

On November 1, 2020, our board of directors approved

amended employments in favor of our Chief Executive Officer, Leandro Iglesias, our Chief Financial Officer, Alvaro Quintana, and our Chief

Commercial Officer, Juan Carlos Lopez Silva.

The amended employment agreement in favor of Mr.

Iglesias extended the term of employment from 36 months to 60 months.

extended the term of employment from 36 months to 60 months.

The now five year employment agreement with Mr.

Iglesias provides that we will compensate him with a salary of $17,000 monthly and he is eligible for quarterly bonus of 250,000 shares of our common stock.

If we do not have the cash available, the agreement provides that Mr.

Iglesias may convert his accrued salary/bonus into shares of our common stock or newly created Series A Preferred Stock.

For common shares, the amount of accrued salary to be converted into shares must be determined by considering the average price per share of the Company’s common stock on the OTC Markets during the last 10 days and applying a discount of 25%.” For Series A Preferred Shares, the amount of accrued salary to be converted into shares is the per share conversion price for common shares multiplied by ten US Dollars ($10).

Iglesias has a further right to convert any common shares under his control into Series A Preferred shares at any time at a rate of ten (10) common shares for each Series A Preferred share.

Notes to the Consolidated Financial Statements

December 31, 2020 and 2019

NOTE 13 - RELATED PARTY TRANSACTIONS (CONTINUED)

Iglesias provides that we

will compensate him with a salary of $17,000 monthly and he is eligible for quarterly bonus of 250,000 shares of our common stock.

we do not have the cash available, the agreement provides that Mr.

Iglesias may convert his accrued salary/bonus into shares of our common

stock or newly created Series A Preferred Stock.

For common shares, the amount of accrued salary to be converted into shares must be determined

by considering the average price per share of the Company’s common stock on the OTC Markets during the last 10 days and applying

a discount of 25%.” For Series A Preferred Shares, the amount of accrued salary to be converted into shares is the per share conversion

price for common shares multiplied by ten US Dollars ($10).

Iglesias has a further right to convert any common shares under his control

into Series A Preferred shares at any time at a rate of ten (10) common shares for each Series A Preferred share.

The amended employment agreement in favor of Mr.

Quintana extended the term of employment from 36 months to 60 months.

extended the term of employment from 36 months to 60 months.

The now five year employment agreement with Mr.

Quintana provides that he is eligible for quarterly bonus of 200,000 shares of our common stock.

If we do not have the cash available, the agreement provides that Mr.

Quintana provides that he

is eligible for quarterly bonus of 200,000 shares of our common stock.

If we do not have the cash available, the agreement provides that

Quintana may convert his accrued salary/bonus into shares of our common stock or newly created Series A Preferred Stock.

Quintana has a further right to convert any common shares under his control into Series A Preferred shares at any time at a rate of ten (10) common shares for each Series A Preferred share.

shares, the amount of accrued salary to be converted into shares must be determined by considering the average price per share of the

Company’s common stock on the OTC Markets during the last 10 days and applying a discount of 25%.” For Series A Preferred

Shares, the amount of accrued salary to be converted into shares is the per share conversion price for common shares multiplied by ten

US Dollars ($10).

Quintana has a further right to convert any common shares under his control into Series A Preferred shares at any

time at a rate of ten (10) common shares for each Series A Preferred share.

The amended employment agreement in favor of Mr.

Silva extended the term of employment from 36 months to 60 months.

Silva is eligible for quarterly bonuses of 150,000 shares of our common stock.

extended the term of employment from 36 months to 60 months.

Silva is eligible for quarterly bonuses of 150,000 shares of our common

If we do not have the cash available, the agreement provides that Mr.

Iglesias may convert his accrued salary/bonus into shares of our common stock at the average price of our common stock during the last 10 days after applying a discount of 25%.

On March 3, 2020, Oscar Brito resigned as a member of our Board of Directors.

Iglesias may convert his accrued salary/bonus into shares

of our common stock at the average price of our common stock during the last 10 days after applying a discount of 25%.

On March 3, 2020, Oscar Brito resigned as a member

of our Board of Directors.

There was no known disagreement with Mr.

5 unchanged sentences

Cash payment of $ 15,000 .

We also appointed Mr.

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

On March 16, 2020, our Board of Directors adopted a Director Compensation Plan that applies to members of our Board of Directors.

On March 16, 2020, our Board of Directors adopted

a Director Compensation Plan that applies to members of our Board of Directors.

Below are the features of the plan:

3 unchanged sentences

Directors Alvaro Cardona and Leandro Iglesias shall each receive 1,000,000 shares of the Company’s Common Stock, valued at $ 70,000 each, for their service as members of the Board of Directors for the period from June 2018 to December 2019.

During the year ended December 31, 2020 and 2019, the Company recorded management fees of $504,000 and $334,000, bonus of $79,880 and $0 and paid $130,400 and $126,200, respectively.

During the year ended December 31, 2020, the Company settled accrued salary – management of $619,531 and issued 10,851,199 shares.

As at December 31, 2020 and 2019, the Company recorded and accrued management salaries of $22,300 and $268,231, respectively.

Notes to the Consolidated Financial Statements

December 31, 2020 and 2019

During the years ended December 31, 2021 and 2020,

the Company recorded management salaries of $ 558,000 and $ 510,000 and bonuses of $ 976,200 and $ 0 , respectively, of which $ 1,037,568 and

$ 0 were stock based compensation.

During the year ended December 31, 2020, the Company

settled accrued salary – management of $ 619,531 and issued 10,851,199 shares.

As at December 31, 2021 and 2020, the Company

recorded and accrued management salaries of $ 92,229 and $ 22,300 , respectively.

NOTE 14 – COMMITMENTS AND CONTINGENCIES

Leases and Long-term Contracts

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

The Company has not entered into any long-term leases,

contracts or commitments.

The Company leases facilities which the term is 12 months .

For the years ended December 31, 2020 and 2019, the Company incurred $18,400 and $19,900, respectively.

The Company leases office space at $1,200 per month with one-year term, starting July 1, 2018 and ending June 30, 2019.

For the year ended December 31, 2020 and 2019, the Company incurred $0 and $7,200, respectively.

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

Company incurred $ 37,823 and $ 18,400 , respectively.

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.

On February 11, 2021, the Company paid $ 12,600 and the service was

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.

NOTE 15 - SEGMENT

At December 31, 2020, the Company operates in one industry segment, telecommunication services, and two geographic segments, USA and Switzerland, where current assets and equipment are located .

At December 31, 2021 and 2020, the Company operates

in one industry segment, telecommunication services, and two geographic segments, USA and Switzerland, where current assets and equipment

are located .

Operating Activities

The following table shows operating activities information by geographic segment for the years ended December 31, 2020 and 2019:

The following table shows operating activities information

by geographic segment for the years ended December 31, 2021 and 2020:

Year ended December 31, 2021

NOTE 15 - SEGMENT - Schedule of Operating Activities

by Geographic Segment

Cost of revenue

1 unchanged sentence

General and administration

Operating loss

Other expense

Notes to the Consolidated Financial Statements

December 31, 2020 and 2019

NOTE 15 - SEGMENT (CONTINUED)

Operating income (loss)

( 2,895,508 )

( 2,983,916 )

Other income (expense)

Net income (loss)

$ ( 3,793,015 )

$ ( 3,864,001 )

Year ended December 31, 2020

Cost of revenue

2 unchanged sentences

Operating loss

( 3,172,042 )

( 3,212,015 )

Other expense

( 3,356,881 )

( 3,487,315 )

$ ( 6,528,923 )

$ ( 170,407 )

$ ( 6,699,330 )

Asset Information

The following table shows asset information by geographic segment as of December 31, 2020 and 2019:

The following table shows asset information by geographic

segment as of December 31, 2021 and 2020:

December 31, 2021

Current assets

$ ( 214,551 )

Non-current assets

$ ( 2,584,562 )

Current liabilities

$ ( 214,551 )

Non-current liabilities

1 unchanged sentence

Current assets

$ ( 889,540 )

Non-current assets

$ ( 1,669,515 )

Current liabilities

$ ( 889,540 )

Non-current liabilities

Notes to the Consolidated Financial Statements

December 31, 2020 and 2019

NOTE 16 – SUBSEQUENT EVENTS .

Subsequent to December 31, 2020 and through the date that these financials were made available, the Company had the following subsequent events:

On January 15, 2021, we entered into Conversion Agreements with Leandro Iglesias, our Chief Executive Officer and director, Alvaro Quintana, Chief Financial Officer and director, and Juan Carlos Lopez, our Chief Commercial Officer, pursuant to which we agreed to convert 21,000,000 shares of common stock from officers into 21,000 shares of our Series B Preferred Stock, as follow:

Number of Shares of Common

Stock Converting Into Series B

Preferred Stock

Number of shares of Series B

Preferred Stock acquired in

Leandro Iglesias

Alvaro Cardona

Juan Carlos Lopez

The features of our Series B Preferred Stock are found in the Certificate of Designation for our Series B Preferred Stock, which is made Exhibit 3.1 in the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 13, 2020.

The Series B Preferred Stock have one (1) year lock-up after the issuance, and 1 year of leak out after the conversion back into a common, and the Shareholder cannot sell more than 5% of the liquidity of the market.

On February 16, 2021, we entered into a Termination Agreement and Release with Apollo Management Group, Inc.

(“Apollo”), pursuant to which we agreed to settle loans amounting to $500,000 with Apollo by issuing to Apollo 735,295 shares of our common stock as full and complete settlement of the aggregate outstanding principal amount and by paying Apollo $1,500 representing the outstanding accrued and unpaid interest on the loans.

In connection with the agreement, the parties entered into a mutual release of claims.

Also on February 16, 2021, we entered into a Termination Agreement and Release with M2B Funding Corp.

(“M2B”), pursuant to which we agreed to settle loans amounting to $716,666.67 with M2B by issuing to M2B 1,053,922 shares of our common stock as full and complete settlement of the aggregate outstanding principal amount and by paying M2B $10,511 representing the outstanding accrued and unpaid interest on the loans.

In connection with the agreement, the parties entered into a mutual release of claims.

Also on February 16, 2021, we entered into a Termination Agreement and Release with M2B, pursuant to which we agreed to settle an “additional loan” amounting to $300,000 with M2B by issuing to M2B 441,177 shares of our common stock as full and complete settlement of the aggregate outstanding principal amount and by paying M2B $789 representing the outstanding accrued and unpaid interest on the loan.

In connection with the agreement, the parties entered into a mutual release of claims.

Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

There were no changes or disagreements with our accountants on accounting and financial disclosure.

to December 31, 2020 and through the date that these financials were made available, the Company had the following subsequent events:

March 31, 2022 the Company sold 2,000,000 common shares under a subscription agreement of our Regulation A offering statement for an

aggregated amount of $ 1,000,000 .

The shares were issued on April, 6, 2022.

Changes In and Disagreements

with Accountants on Accounting and Financial Disclosure

There were no changes or disagreements with our accountants on accounting

and financial disclosure.

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-K

Item 8. Financial Statements and Supplementary Data