What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2023-04-14 compared with 2022-04-15 · 815 added, 939 removed, 279 unchanged (86% of the section changed)

3 unchanged sentences

Audited Financial Statements:

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

Report of Independent Registered Public Accounting Firm (PCAOB ID 1013 );

Consolidated Balance Sheets as of December 31, 2022 and 2021;

Consolidated Statements of Operations for the years ended December 31, 2022 and 2021;

Consolidated Statement of Stockholders’ Equity for the years ended December 31, 2021 and 2020;

Consolidated Statement of Stockholders’ Deficit for the years ended December 31, 2022 and 2021;

Consolidated Statements of Cash Flows for the years ended December 31, 2022 and 2021;

Notes to Consolidated Financial Statements.

Report of Independent Registered Public

Accounting Firm

To the Stockholders and Board of Directors iQSTEL,

Coral Gables, FL

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 –

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 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 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

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.

· We evaluated management’s significant accounting policies for reasonableness.

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

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

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

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

Pittsburgh, PA

April 15, 2022

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Stockholders and Board of Directors

iQST EL, Inc.

Coral Gables,

on the Consolidated Financial Statements

have audited the accompanying consolidated balance sheets of iQSTEL, Inc.

(the “Company”) as of December 31, 2022 and 2021,

the related consolidated statements of operations, changes in stockholders’ equity (deficit), 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, 2022 and 2021, 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.

Concern Uncertainty – See Also Critical Audit Matters Section Below

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

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.

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.

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

and the PCAOB.

conducted our audits 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.

of our audits 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 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.

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 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

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:

We gained an understanding

of internal controls related to revenue recognition.

We evaluated management’s

significant accounting policies for reasonableness.

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.

We confirmed significant

customer balances.

Critical Audit

Matter Description

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 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.

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

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.

reviewed and evaluated management's plans for dealing with adverse effects of these conditions

inquired of Company management and reviewed company records to assess whether there are additional

factors that contribute to the uncertainties disclosed.

assessed whether the Company’s determination that there is substantial doubt about

its ability to continue as a going concern was adequately disclosed.

Urish Popeck & Co., LLC

We have served as

the Company's auditor since 2020.

Consolidated Balance Sheets

5 unchanged sentences

Property and equipment, net

Intangible asset

Intangible assets

Deferred tax assets

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities

Accounts payable

Accrued and other current liabilities

Due to related parties

1 unchanged sentence

Loans payable - related parties

Current portion of convertible notes - net of discount of $ 0 and $ 370,106

Other current liabilities

Derivative liabilities

Total Current Liabilities

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

Loans payable, non-current

1 unchanged sentence

TOTAL LIABILITIES

Stockholders' Equity (Deficit)

Stockholders' Equity

Preferred stock:

3 unchanged sentences

10,000 designated;

$ 0.001 par value, 10,000 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, 21,000 and 0 shares issued and outstanding

Series C Preferred stock:

200,000 designated;

$ 0.001 par value,

21,000 shares issued and outstanding

Series C Preferred

par value, No shares issued and outstanding

8 unchanged sentences

Accumulated other comprehensive loss

Equity (Deficit) attributed to stockholders of iQSTEL Inc.

( 1,388,575 )

Equity attributed to stockholders of iQSTEL Inc.

Deficit attributable to noncontrolling interests

( 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

TOTAL STOCKHOLDERS' EQUITY

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

The accompanying notes are

an integral part of these consolidated financial statements.

Consolidated Statements

of Operations

Cost of revenue

8 unchanged sentences

Interest expense

( 3,509,323 )

Change in fair value of derivative liabilities

Gain (loss) on settlement of debt

Total other income (expense)

( 2,650,369 )

Loss on settlement of debt

Total other expense

( 2,674,101 )

Net loss before provision for income taxes

1 unchanged sentence

( 3,864,001 )

Net income (loss)

( 5,865,761 )

1 unchanged sentence

Net income (loss) attributable to noncontrolling interests

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

Net loss attributed to stockholders of iQSTEL Inc.

$ ( 5,967,474 )

1 unchanged sentence

Comprehensive income (loss)

Net income (loss)

$ ( 5,865,761 )

1 unchanged sentence

Foreign currency adjustment

Total comprehensive income (loss)

Total comprehensive loss

$ ( 5,859,681 )

1 unchanged sentence

Comprehensive income attributable to noncontrolling interests

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

Net comprehensive loss attributed to stockholders of iQSTEL Inc.

$ ( 5,964,373 )

2 unchanged sentences

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)

For the years ended December 31, 2021 and 2020

Series A Preferred Stock

Series B Preferred Stock

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, 2022 and 2021

A Preferred Stock

B Preferred Stock

Paid in Capital

Accumulated Deficit

Other Comprehensive Loss

Controlling Interest

Shareholders' Deficit

Stockholders’ Deficit

Balance - December 31, 2020

3 unchanged sentences

$( 2,395,036 )

Preferred stock issued for conversion of common stock

Common stock issued for cash

Common stock issued for settlement of debt

Common stock issued for services

Common stock issued for forbearance of debt

Common stock issued for conversion of debt

Common stock issued for exercised cashless warrant

Common stock issued for acquisition of Itsbchain LLC

Acquisition of IoT Lab

Resolution of derivative liabilities

Foreign currency translation adjustments

( 6,573,891 )

stock issued for conversion of common stock

( 21,000,000 )

Balance - December 31, 2020

stock issued for cash and subscription receivable

stock issued for settlement of debt

stock issued for service

stock issued for compensation

stock issued for forbearance of debt

stock issued for conversion of debt

stock payable

party debt to equity swap

of common stock

( 1,294,600 )

of derivative liabilities

currency translation adjustments

( 3,837,773 )

1 unchanged sentence

( 3,864,001 )

Preferred stock issued for conversion of common stock

Balance - December 31, 2021

$ 18,536,921 )

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

$ ( 996,013 )

Resolution of derivative liabilities

Foreign currency translation adjustments

issued for cash

issued for acquisitions of subsidiaries

issued for asset acquisition

issued for compensation

issued for settlement of debt

issued for warrant exercises

of derivative liabilities upon exercise of warrants

Foreign currency

translation adjustments

(loss) income

( 5,967,474 )

1 unchanged sentence

( 5,865,761 )

Balance - December 31, 2021

- December 31, 2022

$ ( 24,504,395 )

$ ( 924,377 )

The accompanying notes are an integral part of these

consolidated financial statements.

Consolidated Statements of Cash Flows

The accompanying notes are

an integral part of these consolidated financial statements.

Consolidated Statements

of Cash Flows

CASH FLOWS FROM OPERATING ACTIVITIES:

2 unchanged sentences

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

Stock based compensation and cancellation

Stock-based compensation

Bad debt expense

Write-off of due from related party

7 unchanged sentences

Prepaid and other current assets

Due from related party

Accounts payable

( 1,231,946 )

Other current liabilities

Accrued and other current liabilities

Net cash used in operating activities

2 unchanged sentences

CASH FLOWS FROM INVESTING ACTIVITIES:

Acquisition of subsidiary, net of cash acquired

Acquisitions of subsidiaries, net of cash acquired

( 1,889,132 )

Purchase of property and equipment

1 unchanged sentence

Payment of loan receivable - related party

Collection of due from related parties

Collection of amounts due from related parties

Net cash used in investing activities

( 2,001,506 )

CASH FLOWS FROM FINANCING ACTIVITIES:

1 unchanged sentence

Repayments of loans payable

Proceeds from loans payable - related parties

Repayment of loans payable - related parties

Common stock issued

Proceeds from convertible notes

Proceeds from common stock issued

Proceeds from exercise of warrants

Proceeds from issuance of common stock purchase options

Repayment of convertible notes

2 unchanged sentences

Net change in cash

( 2,005,424 )

Cash, beginning of period

4 unchanged sentences

Non-cash transactions:

Derivative liabilities recognized as debt discount

Common stock payable

Common stock issued

for asset acquisition

Common stock issued

for acquisitions of subsidiaries

Common stock issued for conversion of debt

Cashless warrant exercised

Resolution of derivative liabilities

Related party debt to equity swap

Common stock issued for settlement of debt

Amount owing for acquisition of IOT

Common stock issued

for exercise of cashless warrants

Resolution of derivative

liabilities upon exercise of warrants

Related party debt

Common stock issued

for settlement of debt

Common stock issued for forbearance of debt

Replacement of convertible notes to note payable

Preferred stock issued for conversion of common stock

Subscription receivable

The accompanying notes are an integral part of these

consolidated financial statements.

Notes to the Consolidated Financial Statements

The accompanying notes are

an integral part of these consolidated financial statements.

Notes to the Consolidated

Financial Statements

December 31, 2022

NOTE 1 -ORGANIZATION AND DESCRIPTION OF BUSINESS

Organization and Operations

(“iQSTEL”, “we”,

“us”, or the “Company”) was incorporated under the laws of the State of Nevada on June 24, 2011 under the name

of B-Maven Inc.

The Company changed its name to PureSnax International, Inc.

NOTE 1 -ORGANIZATION

AND DESCRIPTION OF BUSINESS

and Operations

(“iQSTEL”, “we”, “us”, or the “Company”) was incorporated under the laws of the State

of Nevada on June 24, 2011 under the name of B-Maven Inc.

The Company changed its name to PureSnax International,

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.

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”).

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

States of America.

around the World with 404 active interconnection agreements with mobile companies, fixed line companies and other wholesale carriers.

On May 13, 2022, we entered into a Company Acquisition

Agreement regarding the acquisition of 51 % of the shares in Whisl telecom LLC (“Whisl”) .

On June 1, 2022, we entered into a Company Acquisition

Agreement regarding the acquisition of 51 % of the shares in Smartbiz Telecom LLC

(“Smartbiz”).

Both acquisitions

are detailed in Note 4.

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 experienced disruptions in their operations and in markets served.

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, 2022.

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

A new 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.

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 lia bilities as of April 14, 2023, the d ate 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

of Presentation

The consolidated

financial statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission

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

of the United States of America.

The Company’s fiscal year end is December 31.

Consolidation Policy

The consolidated financial statements of the Company

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

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

Money One Inc (“Global Money One”).

Consolidation

The consolidated

financial statements of the Company include the accounts of the Company and its owned subsidiaries, Etelix.com USA, LLC (“Etelix”),

SwissLink Carrier AG (“Swisslink”), ITSBCHAIN, LLC (“ItsBchain”), QGLOBAL SMS, LLC (“QGlobal”), IoT

Labs, LLC (“IoT Labs”), Global Money One Inc (“Global Money One”), Whisl Telecom LLC (“Whisl”) and

Smartbiz Telecom LLC (“Smartbiz”).

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

Use of Estimates

The preparation of the consolidated financial statements

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

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

The estimates

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

Actual results could

differ from these good faith estimates and judgments.

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.

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

The Company translates its foreign operations to U.S.

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

The functional currency and reporting currency of

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

dollar, while SwissLink’s functional currency is the Swiss

Franc (“CHF”).

The Company’s subsidiaries, whose functional

currency is not the U.S.

dollar, translate their records into U.S.

dollar as follows:

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

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.

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.

Currency Translation and Re-measurement

translates its foreign operations to U.S.

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

The functional

currency and reporting currency of Etelix, QGlobal, ItsBchain, IoT Labs, Whisl, Smartbiz and Global Money One is the U.S.

dollar, while

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

SwissLink translates

their records into U.S.

dollars as follows:

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

Equities at historical rate

· 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

Cash and Cash Equivalents

Cash and cash equivalents include cash in banks, money

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

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

The Company had

no cash equivalents at December 31, 2021 and 2020.

Accounts Receivable and Allowance for Uncollectible

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

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.

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

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

Cash Equivalents

Cash and cash

equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from

inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant

risk of loss in value.

The Company had no cash equivalents at December 31, 2022 and 2021.

Receivable and Allowance for Uncollectible Accounts

Substantially

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

Trade accounts receivable are recorded at the

invoiced amount and do not bear interest.

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

credit losses in its existing accounts receivable.

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

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

Account balances are charged off after all means of

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

During the years ended December 31, 2022 and 2021,

the Company recorded bad debt expense of $ 34,376 and $ 0 , respectively.

consisting of smart gas parts, are primarily accounted for using the first-in-first-out (“FIFO”) method of accounting.

are measured at the lower of cost and net realizable value.

The Company estimates the net realizable value of inventories based on an

assessment of expected sales prices.

Long-lived assets

Long-lived assets are evaluated for impairment whenever

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

lives of these assets are no longer appropriate.

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

the recorded value of the asset.

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

Fixed assets, 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;

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 telecommunications equipment and software, are recorded at cost reduced by accumulated depreciation and amortization.

and amortization expense is recognized over the assets’ estimated useful lives of 3 years for computers and laptops;

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.

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

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.

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.

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.

of tangible and intangible assets

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

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

The asset's recoverable amount is the higher of an asset's or cash-generating unit's fair value less costs of disposal and its

value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of

those from other assets or groups of assets.

Where the carrying amount of an asset or a group of assets exceeds its recoverable amount,

the asset is considered impaired and is written down to its recoverable amount.

In assessing value in use, the estimated future cash flows

are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money

and the risks specific to the asset or the group of assets.

goodwill 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.

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

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

each reporting unit.

Benefit Costs

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

Payments made to state-managed retirement

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

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

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

carried out at each balance sheet date.

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

They are recognized outside the income statement

and are presented in other comprehensive income.

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

which it occurs.

The retirement benefit obligation recognized in the

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

the fair value of the scheme assets.

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

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

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

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.

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.

(Loss) Per Share of Common Stock

has adopted ASC 260, ”Earnings per Share” which requires presentation of basic earnings per share on the

face of the statements of operations for all entities with complex capital structures and requires a reconciliation of the numerator and

denominator of the basic earnings per share computation.

In the accompanying financial statements, basic loss per share is computed by

dividing net loss by the weighted average number of shares of common stock outstanding during the year.

Diluted earnings per share is

computed by dividing net income by the weighted average number of shares of common stock and potentially dilutive outstanding shares of

common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent share

arrangements, stock options and warrants unless the result would be antidilutive.

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

years ended December 31, 2022 and 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.

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

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

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;

At times, its cash

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

the year ended December 31, 2022 12 customers represented 88 % of

our revenue compared to 7 customers representing 88 % of

our revenue for the year ended December 31, 2021.

For the years ended December 31, 2022 and 2021, 57 % and 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.

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

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.

values of our financial instruments, including, cash;

accounts receivable;

1 unchanged sentence

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

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).

Revenue Recognition

The Company recognizes revenue from telecommunication

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

The Company recognizes revenue related to monthly

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

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

Management considers persuasive evidence of a sales arrangement

to be a written interconnection agreement.

liabilities and other current liabilities;

and due from/to related parties approximate their fair values due to the short-term maturities

of these financial instruments.

involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive,

free-market dealings may not exist.

Representations about transactions with related parties, if made, shall not imply that the related

party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations

can be substantiated.

It is not, however, practical to determine the fair value of amounts due to related parties due to their related

party nature.

Financial Instruments

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

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.

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

follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of

related party transactions (see Note 13).

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

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

are rendered, provided that persuasive evidence of a sales arrangement 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

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 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 and does not have an established

source of revenues sufficient to cover its operating costs.

These conditions raise substantial doubt about the Company’s ability

to continue as a going concern.

The consolidated financial statements do not include any adjustments that might result from the outcome

of this uncertainty.

The ability of the Company to continue as a going

concern is dependent upon its ability to successfully accomplish its business plan and eventually attain profitable operations.

During the next year, the Company's foreseeable cash

requirements will relate to continual development of the operations of its business, maintaining its good standing in the industry and

continuing its marketing efforts.

The Company may experience a cash shortfall and be required to raise additional capital.

Historically, the Company has relied upon funds from

its stockholders.

Management may raise additional capital through future public or private offerings of the Company's stock or through

loans from private investors, although there can be no assurance that it will be able to obtain such financing.

The Company's failure

to do so could have a material and adverse effect upon its operations and its stockholders.

NOTE 4 - 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, 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:

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 vendors networks.

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.

Accounting Pronouncements

In June 2016, the FASB issued ASU No.

2016-13, “ Financial

Instruments Credit Losses —Measurement of Credit Losses on Financial Instruments.

” ASU 2016-13 requires a financial asset

(or group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected, which includes

the Company’s accounts receivable.

This ASU is effective for the Company for reporting periods beginning after December 15, 2022.

The Company is currently assessing the potential impact that the adoption of this ASU will have on its consolidated financial statements.

In June 2022,

the FASB issued ASU 2022-03, ASC Subtopic “ Fair Value Measurement (Topic 820):

Fair Value Measurement of Equity Securities Subject

to Contractual Sale Restrictions.

” These amendments clarify that a contractual restriction on the sale of an equity security

is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value.

The amendments

in this update are effective for public business entities for fiscal years, including interim periods within those fiscal years, beginning

after December 15, 2023.

Early adoption is permitted.

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

its consolidated financial statements.

Company has reviewed all other recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption

of any such pronouncements may be expected to cause a material impact on our financial statements.

GOING CONCERN

The Company's

consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the

realization of assets and liquidation of liabilities in the normal course of business.

The Company has suffered recurring losses

from operations and does not have an established source of revenues sufficient to cover its operating costs.

These conditions raise substantial

doubt about the Company’s ability to continue as a going concern.

The consolidated financial statements do not include any adjustments

that might result from the outcome of this uncertainty.

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

attain profitable operations.

During the next

year, the Company's foreseeable cash requirements will relate to continual development of the operations of its business, maintaining

its good standing in the industry and continuing its marketing efforts.

The Company may experience a cash shortfall and be required to

raise additional capital.

Historically,

the Company has relied upon funds from its stockholders.

Management may raise additional capital through future public or private offerings

of the Company's stock or through loans from private investors, although there can be no assurance that it will be able to obtain such

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

On May 13, 2022, we entered

into a Company Acquisition Agreement (Purchase Agreement) with US Acquisitions, LLC, a California limited liability company (Seller) concerning

the contemplated sale by Seller and the purchase by us of 51 % of the membership interests Seller held in Whisl, a Texas limited

liability company.

Whisl provides local US termination for Voice through its FCC license of VoIP Service number 832742;

and is in the

process to obtain a C-Lec FCC License over next 12 months.

Whisl is one of the premier Intermediate Voice Providers in the USA.

been a carrier since 2017 with billions of minutes traversing its network and provides its customers with multiple levels of Redundancy,

Diversity, and Disaster Recovery for their applications and ability to make changes to underlying carrier configuration in real time.

Whisl offers a single carrier solution for Voice Global services, and its customers benefit from hundreds of interconnection agreements

that the company has cultivated since its inception.

Pursuant to the Purchase Agreement, the closing of the purchase of the 51 % membership

interests was $ 1,800,000 , which consisted of $ 1,250,000 in cash and $ 550,000 in our restricted common stock to

Seller, which amounts to 1,461,653 shares of common stock.

On June 1, 2022, we entered

into a Purchase Agreement for the purchase of 51 % of the membership interests in Smartbiz, a Florida Corporation which provides

telecommunication services, dedicated to VoIP business for wholesale and retail markets.

The purchase price for the acquisition was $ 1,800,000 ,

which consisted of $ 800,000 in cash and $ 1,000,000 in our common stock to the seller, which amounts to 2,850,330 shares

of common stock.

Smartbiz and Whisl have been included in our consolidated

results of operations since the acquisition dates.

The following table summarizes the fair value

of the consideration paid by the Company:

Value of Consideration:

1,461,653 shares of common stock

Total Purchase Price

Other current assets

Property and equipment

Intangible asset

Fair Value of Consideration:

2,850,330 shares of common stock

Total Purchase Price

An additional 754,684 shares

of common stock were issued to the seller in December 2022 in accordance with the terms of the purchase agreement.

The following table summarizes the identifiable

assets acquired and liabilities assumed upon acquisition of Smartbiz and Whisl and the calculation of goodwill:

Total purchase price

Accounts receivable

Total identifiable assets

Accounts payable

Other current liabilities

Total liabilities assumed

1 unchanged sentence

Total net assets

Total purchase price

Accounts receivable

Total identifiable assets

Accounts payable

Other current liabilities

Total liabilities assumed

Accumulated deficit

Non-controlling interest

Total accumulated deficit

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:

for the year ended December 31, 2022 and 2021 as though the Company acquired Smartbiz and Whisl on January 1, 2021, are set forth below:

$ 103,353,405

Cost of revenues

2 unchanged sentences

( 4,125,703 )

( 2,856,060 )

Other expense

1 unchanged sentence

$ ( 6,799,804 )

NOTE 5 – PREPAID AND OTHER CURRENT ASSETS

Prepaid and other current assets at December 31, 2021

and 2020 consisted of the following:

$ ( 3,736,172 )

NOTE 5 – PREPAID

AND OTHER CURRENT ASSETS

other current assets at December 31, 2022 and 2021 consisted of the following:

Subscription receivable

1 unchanged sentence

Prepaid expenses

Advance payment

Tax receivable

Total prepaid and other

current assets

NOTE 6 – PROPERTY AND EQUIPMENT

Property and equipment at December 31, 2021 and 2020

consisted of the following:

Deposit for acquisition of asset

Security deposit

prepaid and other current assets

NOTE 6 – PROPERTY

AND EQUIPMENT

equipment at December 31, 2022 and 2021 consisted of the following:

Telecommunication equipment

4 unchanged sentences

Total property and equipment

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, 2021 and 2020 consisted

of the following:

Unique Funding Solutions_2

Note was issued on October 12, 2018 and due on January 17, 2019

YES LENDER LLC 3

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

Advance Service Group LLC

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

Apollo Management Group, Inc

Note was issued on March 18, 2020 and due on December 15, 2020

Apollo Management Group, Inc 2

Note was issued on March 25, 2020 and due on December 15, 2020

Apollo Management Group, Inc 3

Note was issued on April 1, 2020 and due on October 1, 2021

Apollo Management Group, Inc 4

Note was issued on April 2, 2020 and due on October 2, 2021

Apollo Management Group, Inc 5

Note was issued on April 7, 2020 and due on October 7, 2021

Apollo Management Group, Inc 6

Note was issued on April 15, 2020 and due on October 15, 2021

Apollo Management Group, Inc 7

Note was issued on April 20, 2020 and due on December 15, 2020

Apollo Management Group, Inc 14

Note was issued on December 4, 2020 and due on January 4, 2021

Note was issued on June 26, 2020 and due on April 1, 2021

M2B Funding Corp

Note was issued on September 1, 2020 and due on September 1, 2021

M2B Funding Corp 1

Note was issued on December 10, 2020 and due on January 9, 2021

M2B Funding Corp 2

Note was issued on December 18, 2020 and due on January 17, 2021

M2B Funding Corp 3

Note was issued on December 24, 2020 and due on January 23, 2021

M2B Funding Corp 4

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

expense for the years ended December 31, 2022 and 2021 amounted to $ 120,117 and $ 91,474 , respectively.

NOTE 7 –LOANS

Loans payable

at December 31, 2022 and 2021 consisted of the following:

Note was issued on November 1, 2020 and due on January 30, 2022

8 unchanged sentences

Long-term loans payable

Loans payable - related parties at December 31, 2021

and 2020 consisted of the following:

Alonso Van Der Biest

Alvaro Quintana

49% of Shareholder of SwissLink

Loans payable

- related parties at December 31, 2022 and 2021 consisted of the following:

49% Shareholder of SwissLink

Note is due on demand

49% Shareholder of SwissLink

Note is due on demand

Current portion of loans payable

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, 2021 and

2020 consisted of the following:

Accrued liabilities

Accrued interest

Salary payable - management

Employee benefits

Other current liabilities

Total Other Current Liabilities

NOTE 9 - CONVERTIBLE LOANS

At December 31, 2021 and 2020, convertible loans consisted

of the following:

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

Promissory notes – Issued in fiscal year 2020, with variable conversion features

Total convertible notes payable

Unamortized debt discount

Total convertible notes

current portion of convertible notes

Long-term convertible notes

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 years

ended December 31, 2022 and 2021, the Company borrowed from third parties totaling $ 0 and $ 600,000 , which includes original issue

discount and financing costs of $ 0 and $ 66,666 and repaid the principal amount of $ 232,018 and $ 344,483 , respectively.

During the years

ended December 31, 2022 and 2021, the Company recorded interest expense of $ 22,234 and $ 191,281 and recognized amortization

of discount, included in interest expense, of $ 7,407 and $ 78,481 , respectively.

year ended December 31, 2021, a $ 1,647,150 (CHF 1,518,909) related party loan was forgiven and the Company recorded it as additional

paid in capital.

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.

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).

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:

Terms ranging from 6 months to 3 years .

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

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

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

The convertible notes were also provided with a total

of 661,216 common shares and warrant to purchase up to 92,000 shares of common stock at exercise price of $ 2.5 per share for 3 years .

Certain notes allow the Company to redeem the notes

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

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:

Terms 12 months .

Annual interest rates 5 % or 12 % .

Convertible at the option of the holders 90 or 180 days from issuance.

Conversion prices are typically based on the discounted (25% or 60% discount) lowest trading prices of the Company’s shares during 30 trading day periods prior to conversion.

Certain note has a capped conversion price of $0.025.

Notes allow the Company to redeem the notes at a

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

Likewise, the notes include original

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

Certain convertible notes were also

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

Derivative liabilities

The Company valued the conversion features of convertible

notes and warrants using the Black Scholes valuation model.

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

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

$ 1,673,393 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.

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.

CONVERTIBLE LOANS

31, 2022 and 2021, there were no convertible loans.

During the years

ended December 31, 2022 and 2021, the Company recorded interest expense of $ 0 and $ 33,429 and recognized amortization of discount,

included in interest expense, of $ 0 and $ 372,290 , respectively.

During the years

ended December 31, 2022 and 2021, the Company repaid notes of $ 0 and $ 250,000 and accrued interest of $ 0 and $ 6,027 , 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, 2021, the Company recorded gain on settlement of debt of $11,069.

On April 5, 2022, we entered

into a Common Stock Purchase Option Agreement with Apollo Management Group, Inc (Holder) to subscribe for and purchase from the Company, 4,800,000 shares

of Common Stock with an exercise price per share of $ 2.00 ;

and an initial exercisable date on September 30, 2022 .

The purchase price

of this option was $ 500,000 .

The Company determined that the warrants had a fixed monetary value with a variable number of shares

at inception and categorized the warrants as a liability in the accompanying consolidated financial statements.

The Holder and the Company agreed that the Holder

had the right and the obligation to exercise, on a cashless basis, $1,000,000 of the Options not later than October 15, 2022.

the Holder shall undertake to exercise not less than (i) $ 400,000 of the Options on a “cash basis” not later than the later

of (y) November 14, 2022 or (z) the date on which there is an effective registration statement permitting the issuance of the Option

Shares to or resale of the Option Shares by the Holder and (ii) an additional $ 400,000 of the Options on a “cash basis” not

later than the latest of (x) thirty (30) days following the exercise of the Option under subsection (i), above, (y) December 14, 2022,

or (z) the date on which there is an effective registration statement permitting the issuance of the Option Shares to or resale of the

Option Shares by the Holder.

From and after the occurrence of the three above-referenced exercises, each additional exercise of Options

hereunder shall be in an amount not less than $200,000 and exercised only on a cash basis.

The Holder’s obligation to exercise each specified

portion of this option on the specific dates above is subject to the volume-weighted average price (“VWAP”, market value),

being not less than $0.20 per share on the relevant option exercise date.

Adjusted option shares at VWAP of $0.20 shall be 48,000,000

activity regarding warrants issued as follows:

Warrants Outstanding

Average Exercise Price

Average Remaining Contractual life (in years)

Weighted Average

Weighted Average Remaining

Exercise Price

Contractual life (in years)

Outstanding, December 31, 2021

Cashless Exercised

( 10,597,010 )

Increase in number of warrants by VWAP

( 14,155,138 )

Forfeited/canceled

Outstanding, December 31, 2022

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 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:

NOTE 10 – DERIVATIVE

Assumptions Used in Accounting for Derivative Liabilities

ASC 815 requires

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

value as other income or expense.

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, 2022.

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 warrants is estimated

using the Black-Scholes valuation model.

For the years

ended December 31, 2022 and 2021, the estimated fair values of the liabilities measured on a recurring basis are as follows:

Expected term

7 unchanged sentences

0.07 % - 0.09 %

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)

The following

table summarizes the changes in the derivative liabilities during the years ended December 31, 2022 and 2021:

Fair Value Measurements Using Significant Observable

Inputs (Level 3)

Balance - December 31, 2020

Addition of new derivatives recognized as debt discounts

Addition of new derivatives recognized as loss on derivatives

Settled on issuance of common stock

( 5,136,222 )

Change in fair value of the derivative

( 1,296,250 )

Balance - December 31, 2021

Addition of new derivatives recognized as cash received

Addition of new derivatives recognized as loss on derivatives

Settled on issuance of common stock

Change in fair value of the derivative

( 1,792,582 )

Change in fair value of the warrants

Balance - December 31, 2022

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.

The following

table summarizes the change in fair value of derivative liabilities included in the income statement for the years ended December 31,

2022 and 2021, respectively.

Addition of new derivatives recognized as loss on derivatives

Revaluation of derivative liabilities

( 1,296,250 )

(Gain) on change in fair value of the derivative

$ ( 317,080 )

Change in fair value of derivative liabilities

$ ( 317,080 )

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

NOTE 11 – STOCKHOLDERS’

The Company’s

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

Preferred Stock

3, 2020, pursuant to Article III of our Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock

entitled Series A Preferred Stock, consisting of up 10,000 shares, par value $ 0.001 .

Under the Certificate of Designation,

holders of Series A Preferred Stock will participate on an equal basis per-share with holders of our common stock in any distribution

upon winding up, dissolution, or liquidation.

Holders of Series A Preferred Stock are entitled to vote together with the holders of our

common stock on all matters submitted to stockholders at a rate of 51% of the total vote of stockholders.

The rights of

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

on November 3, 2020

As of December

31, 2022 and 2021, 10,000 shares of Series A Preferred Stock were issued and outstanding.

Preferred Stock

11, 2020, pursuant to Article III of our Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock

entitled Series B Preferred Stock, consisting of up 200,000 shares, par value $ 0.001 .

Under the Certificate of Designation,

holders of Series B Preferred Stock will receive a liquidation preference of $81 per share in any distribution upon winding up, dissolution,

or liquidation of the Company before junior security holders, as provided in the designation.

Holders of Series B Preferred Stock are

entitled to receive as, when, and if declared by the Board of Directors, dividends in kind at an annual rate equal to twenty four percent

(24%) of $81 per share for each of the then outstanding shares of Series B Preferred Stock, calculated on the basis of a 360-day year

consisting of twelve 30-day months.

Holders of Series B Preferred Stock do not have voting rights but may convert into common stock after

twelve months from the issuance date, at a conversion rate of one thousand (1,000) shares of Common Stock for every one (1) share of Series

B Preferred Stock.

Upon conversion, the shares are subject to a one-year restriction on sales into the market of no more than 5% previous

month’s stock liquidity.

During the year

2 unchanged sentences

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.

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.

31, 2022 and 2021, 21,000 shares of Series B Preferred Stock were issued and outstanding.

Preferred Stock

On January 7,

2021, pursuant to Article III of our Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock entitled

Series C Preferred Stock, consisting of up 200,000 shares, par value $ 0.001 .

Under the Certificate of Designation, holders

of Series C Preferred Stock will rank junior to the Series B Preferred Stock, but on par with common stock and Series A Preferred Stock

in any distribution upon winding up, dissolution, or liquidation of the company, as provided in the designation.

The holders of shares

of Series C Preferred Stock have no dividend rights except as may be declared by the Board in its sole and absolute discretion, out of

funds legally available for that purpose.

Holders of Series C Preferred Stock do not have voting rights but may convert into common stock

after twenty four months from the issuance date, at a conversion rate of one thousand (1,000) shares of Common Stock for every one (1)

share of Series C Preferred Stock.

Upon conversion, the shares are subject to a one-year restriction on sales into the market of no more

than 5% previous month’s stock liquidity.

The rights of

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

on January 7, 2021.

As of December

31, 2022 and 2021, no Series C Preferred Stock was issued or outstanding.

During the year

ended December 31, 2022, the Company issued 14,118,153 shares of common stock, valued at fair market value on issuance as follows:

shares issued for cash of $ 1,000,000

shares for acquisitions of Whisl and Smartbiz valued at $ 1,550,000

shares for asset acquisition valued at $ 357,500

shares for compensation to our directors valued at $ 107,600

shares for settlement of debt valued at $ 80,674

shares for exercise of warrants for $ 400,000

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;

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.

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

3 unchanged sentences

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

12,818,145 shares issued for settlement of debt of $ 889,093

6,267,600 shares issued for services valued at $ 647,858

1,150,000 shares issued for forbearance of debt of $ 92,250

46,575,378 shares issued for conversion of debt of $ 1,396,440

9,476,218 shares issued for cashless exercised warrant

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, 2021 and

2020, are as follows:

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.

As of December

31, 2022 and 2021, 161,595,511 and 147,477,358 shares of common stock were issued and outstanding, respectively.

NOTE 12 – PROVISION

FOR INCOME TAXES

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, 2022 and 2021, are as follows:

Net Operating loss carryforward

6 unchanged sentences

Net deferred tax asset

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

December 31, 2022, the Company has approximately $ 15,540,000 of net operating losses (“NOL”) generated to

December 31, 2022 carried forward to offset taxable income in future years which expire commencing in fiscal 2022.

NOLs generated in the United States for

tax years prior to December 31, 2017, can be carried forward for twenty years, whereas NOLs generated after December 31, 2017 can be

carried forward indefinitely in USA, and can be carried forward for 7 years in Switzerland.

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

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 other than those recorded at SwissLink,

because the Company anticipates utilizing the NOLs prior to their expiration.

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.

for the years ended 2016 through 2022 are subject to review by the tax authorities.

RELATED PARTY TRANSACTIONS

related party

During the year

2 unchanged sentences

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 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 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 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.

The amended employment agreement in favor of Mr.

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.

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.

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

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

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.

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.

There was no known disagreement with Mr.

Brito on any matter relating to our operations, policies or practices.

The Company provided the severance package as follows;

2,000,000 shares of common stock valued at $ 300,000

Additional 173,000 shares in order to apply the anti-dilution protection, valued at $ 10,034

Forgiveness of amounts due to the Company totaling $ 43,375

Cash payment of $ 15,000 .

On March 16, 2020, our Board of Directors adopted

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

Below are the features of the plan:

All Directors shall receive reimbursement for reasonable travel expenses incurred to attend Board and committee meetings.

All Directors shall be compensated $ 3,000 monthly for their service as Directors.

In lieu of the cash compensation set forth above, each Director may elect to receive shares of the Corporation's Common Stock equal to the total cash compensation divided by the average market value of the Company's Common Stock during the last 10 trading days and applying a discount of 10%.

Directors Alvaro Cardona and Leandro Iglesias shall each receive 1,000,000 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 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.

During the years

ended December 31, 2022 and 2021, the Company loaned $ 1,000 and $ 220,674 to a related party and collected $ 700 and $ 226 , respectively.

As of December

31, 2022 and 2021, the Company had due from related parties of $ 326,324 and $ 424,086 , respectively.

The loans are unsecured, non-interest

bearing and due on demand.

Due to related

During the years

ended December 31, 2022 and 2021, the Company repaid $ 0 and $ 90,787 , respectively, to the CEO and CFO of the Company.

As of December

31, 2022 and 2021, the Company had amounts due to related parties of $ 26,613 .

The amounts are unsecured, non-interest bearing and

due on demand.

Debt to Equity

During the year

ended December 31, 2021 the Company recorded a debt to equity swap of $ 1,647,150 as additional paid in capital.

During the years

ended December 31, 2022 and 2021, the Company recorded management salaries of $ 576,000 and $ 558,000 , respectively, and stock-based

compensation bonuses of $ 107,600 and $ 1,037,568 , respectively.

As of December

31, 2022 and 2021, the Company recorded and accrued management salaries of $ 79,628 and $ 92,229 , respectively.

NOTE 14 – COMMITMENTS

AND CONTINGENCIES

Long-term Contracts

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, 2021 and 2020, the

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

the years ended December 31, 2022 and 2021, the Company incurred rent expense of $ 73,865 and $ 37,823 , 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.

6 unchanged sentences

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

NOTE 15 - SEGMENT

At December 31, 2021 and 2020, the Company operates

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

are located .

Operating Activities

The following table shows operating activities information

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

Year ended December 31, 2021

31, 2022 and 2021, the Company operates in one industry segment, telecommunication services, and two geographic segments, USA and Switzerland,

where current assets and equipment are located .

The following

table shows operating activities information by geographic segment for the years ended December 31, 2022 and 2021:

December 31, 2022

NOTE 15 - SEGMENT - Schedule of Operating Activities

by Geographic Segment

$ ( 5,898,369 )

Cost of revenue

( 5,898,369 )

Operating expenses

General and administration

Operating income (loss)

Operating loss

( 3,190,117 )

1 unchanged sentence

Other income (expense)

( 2,679,759 )

( 2,674,101 )

Net income (loss)

1 unchanged sentence

$ ( 5,865,761 )

Year ended December 31, 2020

December 31, 2021

Cost of revenue

1 unchanged sentence

General and administration

Operating loss

( 3,172,042 )

( 3,212,015 )

Other expense

( 3,356,881 )

Operating income (loss)

( 2,895,508 )

( 2,983,916 )

Other income (expense)

Net income (loss)

$ ( 3,793,015 )

$ ( 3,864,001 )

Asset Information

The following table shows asset information by geographic

segment as of December 31, 2021 and 2020:

The following

table shows asset information by geographic segment as of December 31, 2022 and 2021:

December 31, 2022

14 unchanged sentences

Non-current liabilities

NOTE 16 – SUBSEQUENT EVENTS .

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.

SUBSEQUENT EVENTS .

Subsequent to

December 31, 2022 and through the date that these financials were made available, the Company had the following subsequent events:

Subsequent to December 31, 2022,

the Company issued 2,941,177

shares for exercise of warrants and received $ 400,000 .

Changes In and Disagreements

3 unchanged sentences

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