What changed in this filing

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Item 1. Financial Statements

2023-05-15 compared with 2022-11-14 · 469 added, 517 removed, 160 unchanged (86% of the section changed)

Financial Statements

Our unaudited consolidated financial statements included

in this Form 10-Q are as follows:

Our unaudited consolidated financial statements included in this Form

10-Q are as follows:

Consolidated Balance Sheets as of

September 30, 2022 (unaudited) and December 31, 2021;

March 31, 2023 (unaudited) and December 31, 2022;

Consolidated Statements of Operations for the three

and nine months ended September 30, 2022 and 2021 (unaudited);

Consolidated Statements of Cash Flows for the

nine months ended September 30, 2022 and 2021 (unaudited);

and nine months ended March 31, 2023 and 2022 (unaudited);

Consolidated Statements of Cash Flows for the three

months ended March 31, 2023 and 2022 (unaudited);

Consolidated Statements of Stockholder’s Equity

as of September 30, 2022;

as of March 31, 2023 and 2022.(unaudited)

Notes to Consolidated Financial Statements (unaudited).

These interim consolidated financial statements have been

prepared in accordance with accounting principles generally accepted in the United States of America for interim financial

information and the SEC instructions to Form 10-Q.

In the opinion of management, all adjustments considered necessary for a fair

presentation have been included.

Operating results for the interim period ended September 30, 2022 are not necessarily indicative of

the results that can be expected for the full year.

Balance Sheets

September 30,

These interim consolidated financial statements have been prepared in

accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC

instructions to Form 10-Q.

In the opinion of management, all adjustments considered necessary for a fair presentation have been included.

Operating results for the interim period ended March 31, 2023 are not necessarily indicative of the results that can be expected for

the full year.

Consolidated Balance Sheets

Current Assets

1 unchanged sentence

Due from related parties

Prepaid and other current assets

Prepaid and other

current assets

Total Current Assets

2 unchanged sentences

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

Loans payable - net of discount of $ 0 and $ 7,406

Loans payable

Loans payable - related parties

Other current liabilities

Derivative liabilities

Total Current Liabilities

Loans payable, non-current

Employee benefits, non-current

Employee benefits,

TOTAL LIABILITIES

1 unchanged sentence

Preferred stock:

1,200,000 authorized;

$ 0.001 par value

Series A Preferred

3 unchanged sentences

Series C Preferred

No shares issued and outstanding

par value, No

shares issued and outstanding

Common stock:

300,000,000 authorized;

$ 0.001 par value

151,830,378 and 147,477,358 shares issued and outstanding, respectively

and 161,595,511

shares issued and outstanding, respectively

Additional paid in capital

2 unchanged sentences

( 24,504,395 )

Accumulated other comprehensive loss

Equity attributed to stockholders of iQSTEL Inc.

Deficit attributable to noncontrolling interests

Total Stockholders' Equity

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

The accompanying

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

Statements of Operations

September 30,

Accumulated other

comprehensive loss

Equity attributable to stockholders of

Deficit attributable

to noncontrolling interests

TOTAL STOCKHOLDERS'

TOTAL LIABILITIES

AND STOCKHOLDERS' EQUITY

The accompanying notes are

an integral part of these unaudited consolidated financial statements.

Consolidated Statements

of Operations

Cost of revenue

1 unchanged sentence

General and administration

Total operating expenses

Operating income (loss)

( 2,291,486 )

operating expenses

Operating loss

Other income (expense)

1 unchanged sentence

Interest expense

Change in fair value of derivative liabilities

Loss on settlement of debt

Total other income (expense)

Net income (loss) before provision for income taxes

( 3,112,079 )

Net income (loss)

( 3,112,079 )

Net income attributable to noncontrolling interests

Net loss attributed to stockholders of iQSTEL Inc.

$ ( 198,954 )

Change in fair value

of derivative liabilities

other income (expense)

Net loss before provision for income

attributable to noncontrolling interests

attributable to stockholders of iQSTEL Inc.

$ ( 363,185 )

1 unchanged sentence

Comprehensive income (loss)

Net income (loss)

$ ( 158,822 )

$ ( 524,731 )

$ ( 3,112,079 )

Foreign currency adjustment

Total comprehensive income (loss)

$ ( 107,812 )

$ ( 785,379 )

Foreign currency

Total comprehensive (loss)

$ ( 157,245 )

Comprehensive income attributable to noncontrolling interests

Net comprehensive loss attributed to stockholders of iQSTEL Inc.

$ ( 525,115 )

Comprehensive

income attributable to noncontrolling interests

Net comprehensive

(loss) attributable to stockholders of iQSTEL Inc.

$ ( 362,381 )

$ ( 555,166 )

Basic income (loss) per common share

Diluted income (loss) per common share

Basic and diluted

loss per common share

Weighted average

number of common shares outstanding - Basic and diluted

Weighted average number of common

shares outstanding - Diluted

The accompanying

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

Statements of Changes in Stockholders’ Equity (Deficit)

For the three

and nine months ended September 30, 2022 and 2021

The accompanying notes are

an integral part of these unaudited consolidated financial statements.

Consolidated Statements

of Changes in Stockholders’ Equity (Deficit)

For the three months ended

March 31, 2023 and 2022

A Preferred Stock

3 unchanged sentences

Controlling Interest

Stockholders’ Equity

Stockholders' Deficit

- December 31, 2022

1 unchanged sentence

$ ( 924,377 )

stock issued for cash

stock issued for warrant exercises

stock issued for compensation

of derivative liabilities upon exercise of warrants

currency translation adjustments

3 unchanged sentences

$ ( 719,241 )

stock issued for compensation

stock issued and to be issued for acquisition of subsidiaries

stock issued for asset acquisition

stock payable

currency translation adjustments

income (loss)

- June 30, 2022

$ ( 19,443,071 )

$ ( 933,796 )

stock issued for compensation

stock issued for settlement of debt

stock issued for asset acquisition

currency translation adjustments

income (loss)

- September 30, 2022

$ ( 19,511,934 )

$ ( 838,158 )

A Preferred Stock

B Preferred Stock

Comprehensive

Stockholders'

Paid in Capital

Comprehensive Loss

Non Controlling

Total Stockholders’

- December 31, 2021

1 unchanged sentence

$ ( 996,013 )

$ ( 1,006,461 )

$ ( 2,395,036 )

stock issued for conversion of common stock

( 21,000,000 )

stock issued for cash

stock issued for service

stock issued for compensation

stock issued for forbearance of debt

stock issued for conversion of debt

of common stock

( 1,294,600 )

of derivative liabilities

currency translation adjustments

income (loss)

( 1,942,391 )

( 1,878,489 )

- March 31, 2022

1 unchanged sentence

$ ( 965,962 )

stock issued for compensation

stock issued for settlement of debt

currency translation adjustments

( 1,122,372 )

- June 30, 2021

$ ( 17,628,915 )

$ ( 1,052,569 )

stock issued for compensation

currency translation adjustments

income (loss)

- September 30, 2021

$ ( 17,827,869 )

$ ( 963,164 )

The accompanying

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

Statements of Cash Flows

Nine Months Ended

September 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

The accompanying notes are

an integral part of these unaudited consolidated financial statements.

Consolidated Statements

of Cash Flows

CASH FLOWS FROM OPERATING

$ ( 158,822 )

$ ( 524,731 )

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

Adjustments to reconcile net loss to net

cash provided by (used in) operating activities:

Stock based compensation

Write-off of due from related party

Depreciation and amortization

Amortization of debt discount

Change in fair value of derivative liabilities

Loss on settlement of debt

Prepayment and default penalty

Amortization of debt

Change in fair value

of derivative liabilities

Changes in operating assets and liabilities:

Accounts receivable

Prepaid and other current assets

Due from related parties

Prepaid and other current

Due from related party

Accounts payable

Other current liabilities

Net cash used in operating activities

( 1,488,901 )

( 2,486,045 )

CASH FLOWS FROM INVESTING ACTIVITIES:

Acquisition of subsidiaries, net of cash acquired

( 1,814,132 )

current liabilities

Net cash provided

by (used in) operating activities

CASH FLOWS FROM INVESTING

Purchase of property and equipment

Purchase of intangible assets

Payment of loan receivable - related parties

Collection of amounts due from related parties

Net cash used in investing activities

( 1,901,223 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from loans payable

Payment of loan receivable - related party

Collection of amounts

due from related parties

Net cash used in

investing activities

CASH FLOWS FROM FINANCING

Repayments of loans payable

Repayment of loans payable - related parties

Proceeds from common stock issued

Proceed from issuance of common stock purchase option

Repayment of convertible notes

Net cash provided by financing activities

Effect of exchange rate changes on cash

Proceeds from exercise of warrants

Proceeds from issuance

of common stock purchase options

Net cash provided

by financing activities

Effect of exchange rate changes

Net change in cash

( 2,039,832 )

Cash, beginning of period

1 unchanged sentence

Supplemental cash flow information

Cash paid for interest

Cash paid for taxes

paid for interest

paid for taxes

Non-cash transactions:

Common stock issued for asset acquisition

Common stock issued and to be issued for acquisition of subsidiaries

Common stock issued for conversion of debt

Resolution of derivative liabilities

Related party debt forgiveness

Common stock issued for settlement of debt

Common stock issued for forbearance of debt

Preferred stock issued for conversion of common stock

The accompanying

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

Notes to the Unaudited Consolidated

Financial Statements

NOTE 1 -ORGANIZATION

AND DESCRIPTION OF BUSINESS

Resolution of derivative

liabilities upon exercise of warrants

The accompanying notes are

an integral part of these unaudited consolidated financial statements.

Notes to the Unaudited

Consolidated Financial Statements

March 31, 2023

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;

(“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.

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

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.

NOTE 2 -SUMMARY

OF SIGNIFICANT ACCOUNTING POLICIES

The Company has been engaged in the business of telecommunication

services as a wholesale carrier of voice, SMS and data for other telecom companies around the World with 404 active interconnection agreements

with mobile companies, fixed line companies and other wholesale carriers.

2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Presentation

The accompanying

unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United

States of America for interim financial statements and with the instructions to Form 10-Q and Regulation S-X of the United States Securities

and Exchange Commission (“SEC”).

Accordingly, they do not contain all information and footnotes required by accounting principles

generally accepted in the United States of America (“GAAP”) for annual financial statements.

In the opinion

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

(consisting only of normal recurring accruals) to present the financial position of the Company as of September 30, 2022 and the results

of operations and cash flows for the periods presented.

The results of operations for the nine months ended September 30, 2022 are not

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

These unaudited consolidated financial

statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual

Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on April 15, 2022.

The accompanying unaudited consolidated financial

statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim

financial statements and with the instructions to Form 10-Q and Regulation S-X of the United States Securities and Exchange Commission

Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted

in the United States of America (“GAAP”) for annual financial statements.

In the opinion of the Company’s management,

the accompanying unaudited interim consolidated financial statements contain all the adjustments necessary (consisting only of normal

recurring accruals) to present the financial position of the Company as of March 31, 2023 and the results of operations and cash flows

for the periods presented.

The results of operations for the three months ended March 31, 2023 are not necessarily indicative of the

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

These unaudited consolidated financial statements should be read in

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

year ended December 31, 2022 filed with the SEC on April 14, 2023.

Consolidation

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”).

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

(“Global Money One”), Whisl Telecom LLC (“Whisl”) and Smartbiz Telecom LLC (“Smartbiz”).

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

The preparation

of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the

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

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

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.

The preparation of the consolidated financial statements

in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities

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

The estimates and judgments will also affect

the reported amounts for certain revenues and expenses during the reporting period.

Actual results could differ from these good faith

estimates and judgments.

Currency Translation and Re-measurement

translates its foreign operations to the U.S.

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

The functional

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

dollar, while the functional currency of SwissLink is the Swiss Franc (“CHF”).

SwissLink translates

their records into the U.S.

dollar 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 the period

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

The Company translates its foreign operations to

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.

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

historical rate

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

Adjustments arising from such translations are included

in accumulated other comprehensive income (loss) in stockholders’ equity.

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.

had no cash equivalents at March 31, 2023 and December 31, 2022.

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

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

Under the expected credit loss model, the Company reviews its allowance for doubtful accounts daily and past due balances

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

1 unchanged sentence

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

During the nine months ended September 30, 2022 and

2021, the Company recorded bad debt expense of $26,299 and $0 respectively.

(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 period.

Diluted earnings per share is

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

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

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

There were 4,800,000 warrants outstanding during the

nine months ended September 30, 2022, which were included in the calculation of the diluted earnings per share.

There were no other potentially

dilutive shares of common stock outstanding for the nine months ended September 30, 2021.

During the three months ended March 31, 2023 and

2022, the Company recorded no bad debt expense.

Income (Loss) Per Share of Common Stock

The Company has adopted ASC 260, ”Earnings

per Share , ” which requires presentation of basic earnings per share on the face of the statements of operations

for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic earnings

per share computation.

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

average number of shares of common stock outstanding during the period.

Diluted earnings per share is computed by dividing net income

by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period

to reflect the potential dilution that could occur from common shares issuable through contingent share arrangements, stock options and

warrants unless the result would be antidilutive.

Dilutive potential common shares include outstanding Series B Preferred stock, and

it was excluded from the computation of diluted net loss per share as the result was anti-dilutive for the three months ended March 31,

2023 and 2022.

Concentrations

of Credit Risk

The Company’s

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

party payables.

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

At times, its cash

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

During the nine

months ended September 30, 2022, 10 customers represented 87 % of our revenues.

During the nine months ended September 30, 2021,

6 customers represented 87 % of our revenues.

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

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

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

Management considers

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

The Company’s payment terms vary by clients.

The Company’s financial instruments that are

exposed to concentrations of credit risk primarily consist of its cash and cash equivalents and related party payables.

The Company places

its cash and cash equivalents with financial institutions of high creditworthiness.

At times, its cash and cash equivalents with a particular

financial institution may exceed any applicable government insurance limits.

During the three months ended March 31, 2023, 12

customers represented 86 % of

our revenue compared to 4 customers representing 86 % of

our revenue for the three months ended March 31, 2022.

For the three months ended March 31, 2023 and 2022, 62 % and 64 % 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

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;

accounts receivable;

prepaid and other current assets;

accounts payable;

accrued liabilities and other current liabilities;

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

Transactions involving related parties cannot be

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

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

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

not, however, practical to determine the fair value of amounts due to related parties due to their related party nature.

Financial Instruments

The Company does not use derivative instruments to

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

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

are derivatives or contain features that qualify as embedded derivatives.

For derivative financial instruments that are accounted for

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

changes in the fair value reported in the statements of operations.

For stock-based derivative financial instruments, the Company used

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

The classification

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

of each reporting period.

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

net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

The Company recognizes revenue from telecommunication

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

The Company recognizes revenue related to monthly

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

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

Management considers persuasive evidence of a sales arrangement

to be a written interconnection agreement.

The Company’s payment terms vary by client.

Accounting Pronouncements

Management has

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

The Company’s management

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

In June 2022, the FASB issued ASU 2022-03, ASC Subtopic

“ Fair Value Measurement (Topic 820):

Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions.

These amendments clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account

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

The amendments in this update are effective for public

business entities for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2023.

Early adoption

is permitted.

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

In June 2016, the FASB issued ASU No.

2016-13, “ Financial

Instruments Credit Losses —Measurement of Credit Losses on Financial Instruments .” ASU 2016-13 requires a financial asset

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

the Company’s accounts receivable.

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

The Company adopted this accounting pronouncement on January 1, 2023 and it did not have any impact to its financial statements.

The Company has reviewed all other recently

issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected

to cause a material impact on our financial statements.

3 - GOING CONCERN

2 unchanged sentences

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 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

10 unchanged sentences

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.

It has 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:

Fair Value of Consideration:

Payable to seller

1,461,653 shares of common stock

Total Purchase Price

Fair Value of Consideration:

Payable to seller

2,850,330 shares of common stock

Total Purchase Price

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

Non-controlling interest

Total net assets

Total purchase price

Accounts receivable

Total identifiable assets

Accounts payable

Other current liabilities

Total liabilities assumed

Non-controlling interest

Total net assets

Unaudited combined proforma results of operations for the nine months ended

September 30, 2022 and 2021 as though the Company acquired Smartbiz and Whisl on January 1, 2021, are set forth below:

Nine Months Ended

September 30,

Cost of revenues

Operating expenses

Operating loss

( 1,840,953 )

( 2,127,091 )

Other expense

$ ( 1,879,026 )

$ ( 2,947,684 )

NOTE 5 – PROPERTY

AND EQUIPMENT

equipment at September 30, 2022 and December 31, 2021 consisted of the following:

September 30,

4 – PREPAID AND OTHER CURRENT ASSETS

Prepaid and other current assets as of March 31,

2023 and December 31, 2022 consisted of the following:

Other receivable

Prepaid expenses

Advance payment

Tax receivable

Deposit for acquisition of asset

Security deposit

Process costing

prepaid and other current assets

5 – PROPERTY AND EQUIPMENT

Property and equipment as of March 31, 2023 and December

31, 2022 consisted of the following:

Telecommunication equipment

2 unchanged sentences

Total property and equipment

Accumulated depreciation and amortization

Property and equipment, net

and amortization expense for the nine months ended September 30, 2022 and 2021 amounted to $ 91,221 and $ 66,924 , respectively.

NOTE 6 –LOANS

Accumulated depreciation

and amortization

Total property

and equipment

Depreciation expense for the three months ended March

31, 2023 and 2022 amounted to $ 34,060

and $ 33,547 ,

respectively.

6 –LOANS PAYABLE

at September 30, 2022 and December 31, 2021 consisted of the following:

September 30,

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

Note was issued on October 23, 2018 and due on January 3, 2023

Swisspeers AG

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

Loans payable as of March 31, 2023 and December 31,

2022 consisted of the following:

was issued on October 23, 2018 and due on January 2, 2024

Darlene Covid19

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

Unamortized debt discount

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

debt discount

Total loans payable

Current portion of loans payable

Long-term loans payable

During the nine

months ended September 30, 2022 and 2021, the Company borrowed from third parties totaling $ 0 and $ 444,444 , which includes

original issue discount and financing costs of $0 and $44,444 and repaid the principal amount of $ 232,018 and $ 331,150 ,

respectively.

During the nine months ended September 30, 2022 and

2021, the Company recorded interest expense of $ 22,417 and $ 179,504 and recognized

amortization of discount, included in interest expense, of $ 7,406 and $ 63,666 ,

respectively.

In 2021, the Company recorded interest expense from convertible notes of $ 33,430 and recognized amortization of

discount, included in interest expense, of $ 372,290 .

During the nine months ended September 30, 2021, a related party loan of

$ 807,103 (Euro 735,000) was forgiven and the Company recorded it as additional paid in capital.

Loans payable to related parties

at September 30, 2022 and December 31, 2021 consisted of the following:

September 30,

Current portion

of loans payable

Long-term loans

Loans payable - related parties as of March 31, 2023

and December 31, 2022 consisted of the following:

49% of Shareholder of SwissLink

Note is due on demand

49% of Shareholder of SwissLink

Current portion of loans payable –related parties

Long-term loans payable – related parties

NOTE 7 – OTHER

CURRENT LIABILITIES

Other current liabilities at

September 30, 2022 and December 31, 2021 consisted of the following:

September 30,

Accrued liabilities

Payable for acquisition of subsidiaries

Accrued interest

Salary payable - management

Salary payable

Employee benefits

Other current liabilities

Note is due on demand

Current portion

of loans payable

Long-term loans

During the three months ended March 31, 2023 and

2022, the Company recorded interest expense of $ 3,645 and $ 7,481 and

recognized amortization of discount, included in interest expense, of $ 0

and $ 7,407 ,

respectively.

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

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.

Holder and the Company agreed that the Holder had the right and the obligation to exercise, on a cashless basis, $1,000,000 of the Options

not later than October 15, 2022 .

Thereafter, the Holder shall undertake to exercise not less than (i) $ 400,000 of

the Options on a “cash basis” not later than the later of (y) November

(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

exercised only on a cash basis.

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.

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

A summary of activity regarding warrants issued as

Weighted Average

Weighted Average Remaining

life (in years)

Outstanding, December 31, 2022

Increase in number of warrants by VWAP

( 2,941,177 )

Forfeited/canceled

Outstanding, March 31, 2023

8 – DERIVATIVE LIABILITIES

Fair Value Assumptions Used in Accounting for

Derivative Liabilities

ASC 815, “ Derivatives and Hedging ,”

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

fair market value as other income or expense.

The Company determined our derivative liabilities

to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the fair value as of March 31, 2023.

Black-Scholes model requires six basic data inputs:

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

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

Changes to these inputs could

produce a significantly higher or lower fair value measurement.

For the three months ended March 31, 2023 and year

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

Expected term

Expected average volatility

Expected dividend yield

Risk-free interest rate

The following table summarizes the changes in the

derivative liabilities during the three months ended March 31, 2023 and 2022:

Fair Value Measurements Using Significant Observable Inputs

Balance - December 31, 2022

Settled on issuance of common stock

Change in fair value of the warrant

Balance - March 31, 2023

The following table summarizes the change in fair

value of derivative liabilities included in the income statement for the three months ended March 31, 2023 and 2022, respectively.

Three months ended

Addition of new derivatives recognized as loss on derivatives

Revaluation of derivative liabilities

Change in fair value of derivative liabilities

$ ( 196,307 )

9 – 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.

of common stock with a par value of $ 0.001 per

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.

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.

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

stock entitled Series A Preferred Stock, consisting of up 10,000 shares,

par value $ 0.001 .

Under the Certificate of Designation, holders of Series A Preferred Stock will participate on an equal basis per-share with holders of

our common stock in any distribution upon winding up, dissolution, or liquidation.

Holders of Series A Preferred Stock are entitled to

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

The rights of the holders of Series A Preferred Stock

are defined in the relevant Certificate of Designation filed with the Nevada Secretary of State on November 3, 2020.

As of September 30, 2022 and December 31, 2021, 10,000 shares

As of March 31, 2023 and December 31, 2022, 10,000 shares

of Series A Preferred Stock were issued and outstanding.

Series B Preferred Stock

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

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

Under the Certificate of Designation,

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

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

Holders of Series B Preferred Stock are

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

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

consisting of twelve 30-day months.

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

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

B Preferred Stock.

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

5% previous month’s stock liquidity.

As of September

30, 2022 and December 31, 2021, 21,000 shares of Series B Preferred Stock were issued and outstanding.

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

stock entitled Series B Preferred Stock, consisting of up 200,000 shares,

par value $ 0.001 .

Under the Certificate of Designation, holders of Series B Preferred Stock will receive a liquidation preference of $81 per share in any

distribution upon winding up, dissolution, or liquidation of the Company before junior security holders, as provided in the designation.

Holders of Series B Preferred Stock are entitled to receive as, when, and if declared by the Board of Directors, dividends in kind at

an annual rate equal to twenty four percent (24%) of $81 per share for each of the then outstanding shares of Series B Preferred Stock,

calculated on the basis of a 360-day year consisting of twelve 30-day months.

Holders of Series B Preferred Stock do not have voting

rights but may convert into common stock after twelve months from the issuance date, at a conversion rate of one thousand (1,000) shares

of Common Stock for every one (1) share of Series B Preferred Stock.

Upon conversion, the shares are subject to a one-year restriction

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

As of March 31, 2023 and December 31, 2022, 21,000 shares

of Series B Preferred Stock were issued and outstanding.

Series C Preferred Stock

On January 7, 2021, pursuant to Article III of our

Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock entitled Series C Preferred Stock, consisting

of up 200,000 shares, par value $0.001.

Under the Certificate of Designation, holders of Series C Preferred Stock will

rank junior to the Series B Preferred Stock, but on par with common stock and Series A Preferred Stock in any distribution upon winding

up, dissolution, or liquidation of the company, as provided in the designation.

The holders of shares of Series C Preferred Stock have

no dividend rights except as may be declared by the Board in its sole and absolute discretion, out of funds legally available for that

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

January 7, 2021, pursuant to Article III of our Articles of Incorporation, our Board of Directors voted to designate a class of preferred

stock entitled Series C Preferred Stock, consisting of up 200,000 shares,

par value $ 0.001 .

Under the Certificate of Designation, holders of Series C Preferred Stock will rank junior to the Series B Preferred Stock, but on par

with common stock and Series A Preferred Stock in any distribution upon winding up, dissolution, or liquidation of the company, as provided

in the designation.

The holders of shares of Series C Preferred Stock have no dividend rights except as may be declared by the Board

in its sole and absolute discretion, out of funds legally available for that purpose.

Holders of Series C Preferred Stock do not have

voting rights but may convert into common stock after twenty four months from the issuance date, at a conversion rate of one thousand

(1,000) shares of Common Stock for every one (1) share of Series C Preferred Stock.

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

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

The rights of the holders of Series C Preferred Stock

are defined in the relevant Certificate of Designation filed with the Nevada Secretary of State on January 7, 2021.

As of September 30, 2022 and December 31, 2021, no Series

As of March 31, 2023 and December 31, 2022, no Series

C Preferred Stock was issued or outstanding.

During the nine

months ended September 30, 2022, the Company issued 4,353,020 shares of common stock, valued at fair market value on issuance

shares issued for cash of $ 1,000,000

shares for compensation to our directors valued at $ 92,129

shares for acquisition of Whisl valued at $ 550,000

shares for asset acquisition valued at $ 357,500

shares for settlement of debt valued at $ 80,674

As of September

30, 2022 and December 31, 2021, 151,830,378 and 147,477,358 shares of common stock were issued and outstanding, respectively.

Common Stock Purchase Option

On April 25, 2022, we entered into a Common Stock

Purchase Option Agreement with Apollo Management Group, Inc.

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 exercise date September 30, 2022.

The purchase price of

this option is $ 500,000 .

During the three months ended March 31, 2023, the

Company issued 3,001,177 shares

of common stock, valued at fair market value on issuance as follows:

compensation to our directors valued at $ 11,230

exercise of warrants for $ 400,000

As of March 31, 2023 and December 31, 2022, 164,596,688

and 161,595,511

shares of common stock were issued and outstanding, respectively.

10 - RELATED PARTY TRANSACTIONS

related parties

During the nine months ended September 30, 2022 and

2021, the Company advanced $ 1,000 and $ 35,674 to related parties and collected $ 100 and $ 226 , respectively.

During the nine months ended September 30, 2021, the

Company loaned $ 180,000 to our CEO and wrote off amounts totaling $ 8,004 .

During the nine months ended September 30, 2021, the

Company wrote off due from related party of $ 7,648 .

As of September

30, 2022 and December 31, 2021, the Company had amounts due from related parties of $ 351,139 and $ 424,086 .

The loans are

unsecured, non-interest bearing and due on demand.

Due to related

During the nine months ended September 30, 2022 and

2021, the Company repaid $ 0 and $ 90,787 to certain members of Company

As of September

30, 2022 and December 31, 2021, the Company had amounts due to related parties of $ 26,613 .

the nine months ended September 30, 2022 and 2021, the Company recorded management fees of $ 405,000 and $ 414,000 , bonus

of $ 0 and $ 976,200 and paid $ 407,602 and $ 411,300 , respectively.

Additionally, management

received stock-based compensation of $ 92,130 and $ 34,538 during the nine months ended September 30, 2022 and 2021, respectively .

NOTE 10 – 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 .

the nine months ended September 30, 2022 and 2021, the Company incurred $ 56,405 and $ 32,023 , respectively.

30, 2022, the Company operates in one industry segment, telecommunication services, and two geographic segments, USA and Switzerland,

where current assets and equipment are located .

The following

table shows operating activities information by geographic segment for the three and nine months ended September 30, 2022 and 2021:

ended September 30, 2022

11 - SEGMENTS - Schedule of Operating Activities by Geographic Segment

$ ( 1,719,255 )

Cost of revenue

( 1,719,255 )

Operating expenses

General and administration

Operating income

Other expense

Three months Ended September 30, 2021

Cost of revenue

Operating expenses

General and administration

Operating loss

ended September 30, 2022

Due from related party

As of March 31, 2023 and December 31, 2022, the Company

had amounts due from related parties of $ 400,893

and $ 326,324 ,

respectively.

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

Due to related parties

As of March 31, 2023 and December 31, 2022, the Company

had amounts due to related parties of $ 26,613 .

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

Employment agreements

During the three months ended March 31, 2023 and

2022, the Company recorded management salaries of $ 144,000

and stock-based compensation bonuses of $ 11,230 and $ 41,139 ,

respectively.

As of March 31, 2023 and December 31, 2022, the Company

recorded and accrued management salaries of $ 104,628

respectively.

11 – COMMITMENTS AND CONTINGENCIES

Leases and Long-term Contracts

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

contracts or commitments.

The Company leases facilities which the term is 12

For the three months ended March 31, 2023 and 2022, the Company incurred rent expense of $ 900 and $ 20,150 ,

respectively.

12 - SEGMENTS

At December 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 .

Operating Activities

The following table shows operating activities information

by geographic segment for the three months ended March 31, 2023 and 2022:

Three months ended March 31, 2023

NOTE 12 - SEGMENT

- Schedule of Operating Activities by Geographic Segment

$ ( 1,528,577 )

3 unchanged sentences

General and administration

Operating loss

Operating (loss) income

Other income (expense)

1 unchanged sentence

$ ( 158,822 )

Nine months Ended September 30, 2021

Three months ended March 31, 2022

Cost of revenue

2 unchanged sentences

Operating (loss)

( 2,159,669 )

( 2,291,486 )

Other income (expense)

$ ( 2,998,985 )

$ ( 113,094 )

$ ( 3,112,079 )

The following

table shows asset information by geographic segment as of September 30, 2022 and December 31, 2021:

September 30, 2022

Current assets

$ ( 578,999 )

Non-current assets

$ ( 6,184,562 )

Current liabilities

$ ( 578,999 )

Non-current liabilities

December 31, 2021

Other (expense) income

Net (loss) income

Asset Information

The following table shows asset information by geographic

segment as of March 31, 2023 and December 31, 2022:

March 31, 2023

Current assets

6 unchanged sentences

13 – SUBSEQUENT EVENTS .

Management has

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

The following subsequent

event was identified:

· The Company issued 3,790,597

shares of common stock for cashless exercise of warrants.

Management has evaluated subsequent events through

the date these consolidated financial statements were available to be issued.

Based on our evaluation no material events have occurred

that require disclosure.

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

What changed 10-Q

Item 1. Financial Statements