2 unchanged sentences
in this Form 10-Q are as follows:
−Removed: Consolidated Balance Sheets as of June 30, 2023 (unaudited) and December 31, 2022;
−Removed: Consolidated Statements of Operations for the three and six months ended June 30, 2023 and 2022 (unaudited);
−Removed: Consolidated Statements of Cash Flows for the six months ended June 30, 2023 and 2022 (unaudited);
−Removed: Consolidated Statements of Stockholder’s Equity as of June 30, 2023 and 2022.
+Added: Consolidated Balance Sheets as of September 30, 2023 (unaudited) and December 31, 2022;
+Added: Consolidated Statements of Operations for the three and nine months ended September 30, 2023 and 2022 (unaudited);
+Added: Consolidated Statements of Cash Flows for the nine months ended September 30, 2023 and 2022 (unaudited);
+Added: Consolidated Statements of Stockholder’s Equity as for the three and nine months ended September 30, 2023;
Notes to Consolidated Financial Statements (unaudited).
3 unchanged sentences
In the opinion of management, all adjustments considered necessary for a fair presentation have been included.
−Removed: Operating results for the interim period ended June 30, 2023 are not necessarily indicative of the results that can be expected for the
+Added: Operating results for the interim period ended September 30, 2023 are not necessarily indicative of the results that can be expected for
+Added: the full year.
Consolidated Balance Sheets
+Added: September 30,
Current Assets
30 unchanged sentences
$ 0.001 par value,
−Removed: 21,000 shares issued and outstanding
+Added: 31,080 and 21,000 shares issued and outstanding, respectively
Series C Preferred stock:
19 unchanged sentences
Three Months Ended
−Removed: Six Months Ended
+Added: Nine Months Ended
+Added: September 30,
+Added: September 30,
Cost of revenue
2 unchanged sentences
Total operating expenses
−Removed: Operating loss
+Added: Operating income (loss)
Other income (expense)
3 unchanged sentences
Total other income (expense)
−Removed: Net loss before provision for income taxes
+Added: Net income (loss) before provision for income taxes
+Added: Net income (loss)
Net income attributable to noncontrolling interests
−Removed: Net loss attributed to stockholders of iQSTEL Inc.
−Removed: $ ( 213,945 )
+Added: attributed to iQSTEL Inc.
$ ( 639,143 )
$ ( 975,013 )
+Added: Dividend on Series
+Added: B Preferred Stock
+Added: Net loss attributed to stockholders of iQSTEL Inc.
$ ( 878,493 )
−Removed: Comprehensive income (loss)
$ ( 1,455,623 )
$ ( 975,013 )
+Added: Comprehensive income (loss)
+Added: Net income (loss)
$ ( 274,557 )
1 unchanged sentence
Foreign currency adjustment
−Removed: Total comprehensive loss
−Removed: $ ( 286,480 )
+Added: Total comprehensive income (loss)
$ ( 274,415 )
1 unchanged sentence
Comprehensive income attributable to noncontrolling interests
−Removed: Net comprehensive loss attributed to stockholders of iQSTEL Inc.
−Removed: $ ( 212,418 )
−Removed: $ ( 351,702 )
+Added: Net comprehensive loss attributed to iQSTEL Inc.
$ ( 639,071 )
6 unchanged sentences
of Changes in Stockholders’ Equity (Deficit)
−Removed: the three and six months ended June 30, 2023 and 2022
+Added: For the three and nine
+Added: months ended September 30, 2023 and 2022
A Preferred Stock
4 unchanged sentences
Stockholders' Deficit
−Removed: - December 31, 2022
+Added: Balance - December
$ ( 24,504,395 )
$ ( 924,377 )
−Removed: stock issued for warrant exercises
−Removed: stock issued for compensation
+Added: issued for warrant exercises
+Added: issued for compensation
of derivative liabilities upon exercise of warrant
4 unchanged sentences
$ ( 719,241 )
−Removed: stock issued for compensation
+Added: issued for compensation
currency translation adjustments
3 unchanged sentences
$ ( 665,474 )
+Added: B Preferred stock issued as dividend
+Added: stock issued for compensation
+Added: stock issued for warrant exercises
+Added: of derivative liabilities upon exercise of warrant
+Added: to non-controlling interest
+Added: currency translation adjustments
+Added: income (loss)
+Added: Balance - September 30,
+Added: $ ( 25,960,018 )
+Added: $ ( 564,771 )
A Preferred Stock
3 unchanged sentences
Controlling Interest
−Removed: Stockholders’ Deficit
+Added: Stockholders’ Equity
- December 31, 2021
12 unchanged sentences
stock payable
−Removed: of common stock purchase option
currency translation adjustments
3 unchanged sentences
$ ( 933,796 )
+Added: stock issued for compensation
+Added: stock issued for settlement of debt
+Added: stock issued for asset acquisition
+Added: currency translation adjustments
+Added: income (loss)
+Added: - September 30, 2022
+Added: $ ( 19,511,934 )
+Added: $ ( 838,158 )
The accompanying notes are
2 unchanged sentences
of Cash Flows
−Removed: Six Months Ended
+Added: Nine Months Ended
+Added: September 30,
CASH FLOWS FROM OPERATING ACTIVITIES:
3 unchanged sentences
Stock based compensation
+Added: Bad debt expense
Depreciation and amortization
3 unchanged sentences
Accounts receivable
+Added: ( 3,422,703 )
Prepaid and other current assets
+Added: ( 1,057,311 )
Due from related parties
7 unchanged sentences
Purchase of property and equipment
−Removed: Advances of loan receivable - related parties
+Added: Advances of amounts due from related parties
Collection of amounts due from related parties
8 unchanged sentences
Deposit for option
+Added: Repayment of convertible
Net cash provided by financing activities
8 unchanged sentences
Non-cash transactions:
+Added: Series B Preferred
+Added: stock issued as dividend
Common stock issued for asset acquisition
Common stock issued for acquisitions of subsidiaries
+Added: Common stock issued
+Added: for conversion of debt
Resolution of derivative liabilities upon exercise of warrants
3 unchanged sentences
Consolidated Financial Statements
−Removed: June 30, 2023
−Removed: NOTE 1 -ORGANIZATION AND DESCRIPTION OF BUSINESS
−Removed: Organization and Operations
−Removed: (“iQSTEL”, “we”,
−Removed: “us”, or the “Company”) was incorporated under the laws of the State of Nevada on June 24, 2011 , under
−Removed: the name of B-Maven Inc.
−Removed: The Company changed its name to PureSnax International, Inc.
+Added: September 30, 2023
+Added: NOTE 1 -ORGANIZATION
+Added: AND DESCRIPTION OF BUSINESS
+Added: and Operations
+Added: (“iQSTEL”, “we”, “us”, or the “Company”) was incorporated under the laws of the State
+Added: of Nevada on June 24, 2011 , under the name of B-Maven Inc.
+Added: The Company changed its name to PureSnax International,
on September 18, 2015;
−Removed: and more recently it changed
−Removed: its name to iQSTEL Inc.
+Added: and more recently it changed its name to iQSTEL Inc.
on August 7, 2018.
−Removed: The Company is a technology company with presence
−Removed: in 13 countries and 56 employees that is offering leading-edge services through its four business divisions.
−Removed: The Telecom Division, which represents the majority
−Removed: of current operations and which also represents the source for all of the Company’s revenues, offers VoIP, SMS, proprietary Internet
−Removed: of Things (IoT) solutions (www.iotsmartgas.com and www.iotsmarttank.com), and international fiber-optic connectivity through its subsidiaries:
−Removed: Etelix.com USA, LLC, SwissLink Carrier AG, Smartbiz Telecom LLC, Whisl Telecom LLC, IoT Labs, LLC, and QGlobal SMS, LLC.
−Removed: The Company’s developing Fintech Business Line
−Removed: offers a complete Fintech ecosystem MasterCard Debit Card, US Bank Account (No SSN Needed), Mobile App/Wallet (Remittances, Mobile Top
−Removed: The Company’s Fintech subsidiary, Global Money One Inc., is to provide immigrants access to reliable financial services that
−Removed: makes it easier to manage their money and stay connected with their families back home.
−Removed: The Company’s developing BlockChain Platform
−Removed: Business Line offers our proprietary Mobile Number Portability Application (MNPA) to serve the in-country portability needs through its
−Removed: subsidiary, itsBchain, LLC.
−Removed: The Company’s developing Electric Vehicle (EV)
−Removed: Business Line offers electric motorcycles for work and recreational use in the USA, Spain, Portugal, Panama, Colombia, and Venezuela.
−Removed: EVOSS is also working on the development of an EV Mid Speed Car to serve the niche of the 2nd car in the family.
−Removed: NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
−Removed: Basis of Presentation
−Removed: The accompanying unaudited consolidated financial
−Removed: statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim
−Removed: financial statements and with the instructions to Form 10-Q and Regulation S-X of the United States Securities and Exchange Commission
−Removed: Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted
−Removed: in the United States of America (“GAAP”) for annual financial statements.
−Removed: In the opinion of the Company’s management,
−Removed: the accompanying unaudited interim consolidated financial statements contain all the adjustments necessary (consisting only of normal
−Removed: recurring accruals) to present the financial position of the Company as of June 30, 2023 and the results of operations and cash flows
−Removed: for the periods presented.
−Removed: The results of operations for the six months ended June 30, 2023 are not necessarily indicative of the operating
−Removed: results for the full fiscal year or any future period.
−Removed: These unaudited consolidated financial statements should be read in conjunction
−Removed: with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended
−Removed: December 31, 2022 filed with the SEC on April 14, 2023.
−Removed: Consolidation Policy
−Removed: The consolidated financial statements of the Company
−Removed: include the accounts of the Company and its owned subsidiaries, Etelix.com USA, LLC (“Etelix”), SwissLink Carrier AG (“Swisslink”),
−Removed: itsBchain, LLC (“ItsBchain”), QGLOBAL SMS, LLC (“QGlobal”), IoT Labs, LLC (“IoT Labs”), Global Money
−Removed: (“Global Money One”), Whisl Telecom LLC (“Whisl”) and Smartbiz Telecom LLC (“Smartbiz”).
+Added: is a technology company with presence in 19 countries and 70 employees that is offering leading-edge services through its four business
+Added: Division, which represents the majority of current operations and which also represents the source for all of the Company’s revenues,
+Added: offers VoIP, SMS, proprietary Internet of Things (IoT) solutions (www.iotsmartgas.com and www.iotsmarttank.com), and international fiber-optic
+Added: connectivity through its subsidiaries:
+Added: Etelix.com USA, LLC, SwissLink Carrier AG, Smartbiz Telecom LLC, Whisl Telecom LLC, IoT Labs, LLC,
+Added: and QGlobal SMS, LLC.
+Added: The Company’s
+Added: developing Fintech Business Line offers a complete Fintech ecosystem MasterCard Debit Card, US Bank Account (No SSN Needed), Mobile App/Wallet
+Added: (Remittances, Mobile Top Up).
+Added: The Company’s Fintech subsidiary, Global Money One Inc., is to provide immigrants access to reliable
+Added: financial services that makes it easier to manage their money and stay connected with their families back home.
+Added: The Company’s
+Added: developing BlockChain Platform Business Line offers our proprietary Mobile Number Portability Application (MNPA) to serve the in-country
+Added: portability needs through its subsidiary, itsBchain, LLC.
+Added: The Company’s
+Added: developing Electric Vehicle (EV) Business Line offers electric motorcycles for work and recreational use in the USA, Spain, Portugal,
+Added: Panama, Colombia, and Venezuela.
+Added: EVOSS is also working on the development of an EV Mid Speed Car to serve the niche of the 2nd car in
+Added: NOTE 2 -SUMMARY
+Added: OF SIGNIFICANT ACCOUNTING POLICIES
+Added: of Presentation
+Added: The accompanying
+Added: unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United
+Added: States of America for interim financial statements and with the instructions to Form 10-Q and Regulation S-X of the United States Securities
+Added: and Exchange Commission (“SEC”).
+Added: Accordingly, they do not contain all information and footnotes required by accounting principles
+Added: generally accepted in the United States of America (“GAAP”) for annual financial statements.
+Added: In the opinion
+Added: of the Company’s management, the accompanying unaudited interim consolidated financial statements contain all the adjustments necessary
+Added: (consisting only of normal recurring accruals) to present the financial position of the Company as of September 30, 2023 and the results
+Added: of operations and cash flows for the periods presented.
+Added: The results of operations for the nine months ended September 30, 2023 are not
+Added: necessarily indicative of the operating results for the full fiscal year or any future period.
+Added: These unaudited consolidated financial
+Added: statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual
+Added: Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on April 14, 2023.
+Added: Consolidation
+Added: The consolidated
+Added: financial statements of the Company include the accounts of the Company and its owned subsidiaries, Etelix.com USA, LLC (“Etelix”),
+Added: SwissLink Carrier AG (“Swisslink”), itsBchain, LLC (“ItsBchain”), QGLOBAL SMS, LLC (“QGlobal”), IoT
+Added: Labs, LLC (“IoT Labs”), Global Money One Inc.
+Added: (“Global Money One”), Whisl Telecom LLC (“Whisl”) and
+Added: Smartbiz Telecom LLC (“Smartbiz”).
All significant intercompany balances and transactions have been eliminated in consolidation.
−Removed: Use of Estimates
−Removed: The preparation of the consolidated financial statements
−Removed: in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities
−Removed: and disclosure of contingent assets and liabilities at the date of the financial statements.
−Removed: The estimates and judgments will also affect
−Removed: the reported amounts for certain revenues and expenses during the reporting period.
−Removed: Actual results could differ from these good faith
−Removed: estimates and judgments.
−Removed: Foreign Currency Translation and Re-measurement
−Removed: The Company translates its foreign operations to U.S.
+Added: The preparation
+Added: of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the
+Added: reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements.
+Added: The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period.
+Added: results could differ from these good faith estimates and judgments.
+Added: Currency Translation and Re-measurement
+Added: translates its foreign operations to U.S.
dollars in accordance with ASC 830, “ Foreign Currency Matters ”.
−Removed: The functional currency and reporting currency of
−Removed: Etelix, QGlobal, ItsBchain, IoT Labs, Whisl, Smartbiz and Global Money One is the U.S.
−Removed: dollar, while SwissLink’s functional currency
−Removed: is the Swiss Franc (“CHF”).
−Removed: SwissLink translates their records into U.S.
−Removed: · Assets and liabilities at the
−Removed: rate of exchange in effect at the balance sheet date;
−Removed: · Equities at historical rate;
−Removed: · Revenue and expense items at
−Removed: the average rate of exchange prevailing during the period.
−Removed: Adjustments arising from such translations are included
−Removed: in accumulated other comprehensive income (loss) in stockholders’ equity.
−Removed: Cash and Cash Equivalents
−Removed: Cash and cash equivalents include cash in banks, money
−Removed: market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible
−Removed: to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value.
−Removed: The Company had no cash
−Removed: equivalents at June 30, 2023 and December 31, 2022.
−Removed: Accounts Receivable and Allowance for Uncollectible
−Removed: Substantially all of the Company’s accounts
−Removed: receivable balance is related to trade receivables.
−Removed: Trade accounts receivable are recorded at the invoiced amount and do not bear interest.
−Removed: The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts
−Removed: Under the expected credit loss model, the Company reviews its allowance for doubtful accounts daily and past due balances
−Removed: over 60 days and a specified amount is reviewed individually for collectability.
−Removed: Account balances are charged off after all means of collection
−Removed: have been exhausted and the potential for recovery is considered remote.
−Removed: During the six months ended June 30, 2023 and 2022, the Company
−Removed: recorded no bad debt expense.
−Removed: Net Income (Loss) Per Share of Common Stock
−Removed: The Company has adopted ASC 260, ”Earnings
−Removed: per Share , ” which requires presentation of basic earnings per share on the face of the statements of operations
−Removed: for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic earnings
−Removed: per share computation.
−Removed: In the accompanying financial statements, basic loss per share is computed by dividing net loss by the weighted
−Removed: average number of shares of common stock outstanding during the period.
−Removed: Diluted earnings per share is computed by dividing net income
−Removed: by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period
−Removed: to reflect the potential dilution that could occur from common shares issuable through contingent share arrangements, stock options and
−Removed: warrants unless the result would be antidilutive.
−Removed: Dilutive potential common shares include outstanding warrants and Series B Preferred
−Removed: stock, and these were excluded from the computation of diluted net loss per share as the result was anti-dilutive for the six months ended
−Removed: June 30, 2023 and 2022.
−Removed: Concentrations of Credit Risk
−Removed: The Company’s financial instruments that are
−Removed: exposed to concentrations of credit risk primarily consist of its cash and cash equivalents and related party payables.
−Removed: The Company places
−Removed: its cash and cash equivalents with financial institutions of high creditworthiness.
−Removed: At times, its cash and cash equivalents with a particular
−Removed: financial institution may exceed any applicable government insurance limits.
−Removed: During the six months ended June 30, 2023, 23 customers
−Removed: represented 87 % of our revenue compared to 8 customers representing 87 % of our revenue for the six months ended June
−Removed: Financial Instruments
−Removed: The Company follows ASC 820, “ Fair Value
−Removed: Measurements and Disclosures, ” which defines fair value as the exchange price that would be received for an asset or paid to
−Removed: transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction
−Removed: between market participants on the measurement date.
−Removed: ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market
−Removed: participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s
−Removed: own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable
−Removed: The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active
−Removed: markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).
−Removed: The three levels of the
−Removed: fair value hierarchy are described below:
−Removed: Level 1 applies to assets or liabilities for which
−Removed: there are quoted prices in active markets for identical assets or liabilities.
−Removed: Level 2 applies to assets or liabilities for which
−Removed: there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities
−Removed: in active markets;
−Removed: quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less
−Removed: active markets);
−Removed: or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated
−Removed: by, observable market data.
−Removed: Level 3 applies to assets or liabilities for which
−Removed: there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or
−Removed: The carrying values of our financial instruments,
−Removed: including, cash;
+Added: The functional
+Added: currency and reporting currency of Etelix, QGlobal, ItsBchain, IoT Labs, Whisl, Smartbiz and Global Money One is the U.S.
+Added: dollar, while
+Added: SwissLink’s functional currency is the Swiss Franc (“CHF”).
+Added: SwissLink translates
+Added: their records into U.S.
+Added: dollars as follows:
+Added: and liabilities at the rate of exchange in effect at the balance sheet date;
+Added: at historical rate;
+Added: and expense items at the average rate of exchange prevailing during the period.
+Added: arising from such translations are included in accumulated other comprehensive income (loss) in stockholders’ equity.
+Added: Cash Equivalents
+Added: Cash and cash
+Added: equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from
+Added: inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant
+Added: risk of loss in value.
+Added: The Company had no cash equivalents at September 30, 2023 and December 31, 2022.
+Added: Receivable and Allowance for Uncollectible Accounts
+Added: Substantially
+Added: all of the Company’s accounts receivable balance is related to trade receivables.
+Added: Trade accounts receivable are recorded at the
+Added: invoiced amount and do not bear interest.
+Added: The allowance for doubtful accounts is the Company’s best estimate of the amount of probable
+Added: credit losses in its existing accounts receivable.
+Added: Under the expected credit loss model, the Company reviews its allowance for doubtful
+Added: accounts daily and past due balances over 60 days and a specified amount is reviewed individually for collectability.
+Added: Account balances
+Added: are charged off after all means of collection have been exhausted and the potential for recovery is considered remote.
+Added: During the nine
+Added: months ended September 30, 2023 and 2022, the Company recorded bad debt expense of $1,344 and $26,299, respectively.
+Added: (Loss) Per Share of Common Stock
+Added: has adopted ASC 260, ”Earnings per Share , ” which requires presentation of basic earnings per share
+Added: on the face of the statements of operations for all entities with complex capital structures and requires a reconciliation of the numerator
+Added: and denominator of the basic earnings per share computation.
+Added: In the accompanying financial statements, basic loss per share is computed
+Added: by dividing net loss by the weighted average number of shares of common stock outstanding during the period.
+Added: Diluted earnings per share
+Added: is computed by dividing net income by the weighted average number of shares of common stock and potentially dilutive outstanding shares
+Added: of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent share
+Added: arrangements, stock options and warrants unless the result would be antidilutive.
+Added: Dilutive potential common shares include outstanding
+Added: warrants and Series B Preferred stock, and these were excluded from the computation of diluted net loss per share as the result was anti-dilutive
+Added: for the nine months ended September 30, 2023 and 2022.
+Added: Concentrations
+Added: of Credit Risk
+Added: The Company’s
+Added: financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents and related
+Added: party payables.
+Added: The Company places its cash and cash equivalents with financial institutions of high creditworthiness.
+Added: At times, its cash
+Added: and cash equivalents with a particular financial institution may exceed any applicable government insurance limits.
+Added: During the nine
+Added: months ended September 30, 2023, 11 customers represented 87.8 % of our revenue compared to 10 customers represented 87 % of our
+Added: revenues for the nine months ended September 30, 2022.
+Added: follows ASC 820, “ Fair Value Measurements and Disclosures, ” which defines fair value as the exchange price that would
+Added: 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
+Added: liability in an orderly transaction between market participants on the measurement date.
+Added: ASC 820 also establishes a fair value hierarchy
+Added: that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable
+Added: inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available
+Added: in the circumstances (unobservable inputs).
+Added: The fair value hierarchy consists of three broad levels, which gives the highest priority
+Added: to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs
+Added: The three levels of the fair value hierarchy are described below:
+Added: Level 1 applies
+Added: to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
+Added: Level 2 applies
+Added: to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted
+Added: prices for similar assets or liabilities in active markets;
+Added: quoted prices for identical assets or liabilities in markets with insufficient
+Added: volume or infrequent transactions (less active markets);
+Added: or model-derived valuations in which significant inputs are observable or can
+Added: be derived principally from, or corroborated by, observable market data.
+Added: Level 3 applies
+Added: to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement
+Added: of the fair value of the assets or liabilities.
+Added: values of our financial instruments, including, cash;
accounts receivable;
1 unchanged sentence
accounts payable;
−Removed: accrued liabilities and other current liabilities;
−Removed: and due from/to related parties approximate their fair values due to the short-term maturities of these financial instruments.
−Removed: Transactions involving related parties cannot be presumed
−Removed: to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist.
−Removed: Representations
−Removed: about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent
−Removed: to those that prevail in arm’s-length transactions unless such representations can be substantiated.
−Removed: It is not, however, practical
−Removed: to determine the fair value of amounts due to related parties due to their related party nature.
−Removed: Derivative Financial Instruments
−Removed: The Company does not use derivative instruments to
−Removed: hedge exposures to cash flow, market or foreign currency risks.
−Removed: We evaluate all of our financial instruments to determine if such instruments
−Removed: are derivatives or contain features that qualify as embedded derivatives.
−Removed: For derivative financial instruments that are accounted for
−Removed: as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes
−Removed: in the fair value reported in the statements of operations.
−Removed: For stock-based derivative financial instruments, the Company used a Black-Scholes
−Removed: valuation model to value the derivative instruments at inception and on subsequent valuation dates.
−Removed: The classification of derivative instruments,
−Removed: including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.
−Removed: liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of
−Removed: the instrument could be required within 12 months of the balance sheet date.
−Removed: Revenue Recognition
−Removed: The Company recognizes revenue from telecommunication
−Removed: services in accordance with ASC 606, “ Revenue from Contracts with Customers.”
−Removed: The Company recognizes revenue related to monthly
−Removed: usage charges and other recurring charges during the period in which the telecommunication services are rendered, provided that persuasive
−Removed: evidence of a sales arrangement exists, and collection is reasonably assured.
−Removed: Management considers persuasive evidence of a sales arrangement
−Removed: to be a written interconnection agreement.
+Added: liabilities and other current liabilities;
+Added: and due from/to related parties approximate their fair values due to the short-term maturities
+Added: of these financial instruments.
+Added: involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive,
+Added: free-market dealings may not exist.
+Added: Representations about transactions with related parties, if made, shall not imply that the related
+Added: party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations
+Added: can be substantiated.
+Added: It is not, however, practical to determine the fair value of amounts due to related parties due to their related
+Added: party nature.
+Added: Financial Instruments
+Added: does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks.
+Added: We evaluate all of our financial
+Added: instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives.
+Added: For derivative
+Added: financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is
+Added: then re-valued at each reporting date, with changes in the fair value reported in the statements of operations.
+Added: For stock-based derivative
+Added: financial instruments, the Company used a Black-Scholes valuation model to value the derivative instruments at inception and on subsequent
+Added: valuation dates.
+Added: The classification of derivative instruments, including whether such instruments should be recorded as liabilities or
+Added: as equity, is evaluated at the end of each reporting period.
+Added: Derivative liabilities are classified in the balance sheet as current or
+Added: non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance
+Added: recognizes revenue from telecommunication services in accordance with ASC 606, “ Revenue from Contracts with Customers.”
+Added: recognizes revenue related to monthly usage charges and other recurring charges during the period in which the telecommunication services
+Added: are rendered, provided that persuasive evidence of a sales arrangement exists, and collection is reasonably assured.
+Added: Management considers
+Added: persuasive evidence of a sales arrangement to be a written interconnection agreement.
The Company’s payment terms vary by client.
−Removed: Recent Accounting Pronouncements
−Removed: In June 2022, the FASB issued ASU 2022-03, ASC Subtopic
−Removed: “ Fair Value Measurement (Topic 820):
−Removed: Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions.
−Removed: These amendments clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account
−Removed: of the equity security and, therefore, is not considered in measuring fair value.
−Removed: The amendments in this update are effective for public
−Removed: business entities for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2023.
−Removed: Early adoption
−Removed: is permitted.
−Removed: The Company is currently assessing the impact of the adoption of this standard on its consolidated financial statements.
−Removed: In June 2016, the FASB issued ASU No.
−Removed: 2016-13, “ Financial
−Removed: Instruments Credit Losses —Measurement of Credit Losses on Financial Instruments .” ASU 2016-13 requires a financial asset
−Removed: (or group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected, which includes
−Removed: the Company’s accounts receivable.
−Removed: This ASU is effective for the Company for reporting periods beginning after December 15, 2022.
−Removed: The Company adopted this accounting pronouncement on January 1, 2023 and it did not have any impact to its financial statements.
−Removed: The Company has reviewed all other recently
−Removed: issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected
−Removed: to cause a material impact on our financial statements.
−Removed: NOTE 3 - GOING CONCERN
−Removed: The Company's consolidated financial statements have
−Removed: been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and liquidation
−Removed: of liabilities in the normal course of business.
−Removed: The Company has suffered recurring losses from operations and does not have an established
−Removed: source of revenues sufficient to cover its operating costs.
−Removed: These conditions raise substantial doubt about the Company’s ability
−Removed: to continue as a going concern.
−Removed: The consolidated financial statements do not include any adjustments that might result from the outcome
−Removed: of this uncertainty.
−Removed: The ability of the Company to continue as a going
−Removed: concern is dependent upon its ability to successfully accomplish its business plan and eventually attain profitable operations.
−Removed: During the next year, the Company's foreseeable cash
−Removed: requirements will relate to continual development of the operations of its business, maintaining its good standing in the industry and
−Removed: continuing its marketing efforts.
−Removed: The Company may experience a cash shortfall and be required to raise additional capital.
−Removed: Historically, the Company has relied upon funds from
−Removed: its stockholders.
−Removed: Management may raise additional capital through future public or private offerings of the Company's stock or through
−Removed: loans from private investors, although there can be no assurance that it will be able to obtain such financing.
−Removed: The Company's failure
−Removed: to do so could have a material and adverse effect upon its operations and its stockholders.
−Removed: NOTE 4 – PREPAID AND OTHER CURRENT ASSETS
−Removed: Prepaid and other current assets as of June 30, 2023
−Removed: and December 31, 2022 consisted of the following:
+Added: Accounting Pronouncements
+Added: In June 2022,
+Added: the FASB issued ASU 2022-03, ASC Subtopic “ Fair Value Measurement (Topic 820):
+Added: Fair Value Measurement of Equity Securities Subject
+Added: to Contractual Sale Restrictions.
+Added: ” These amendments clarify that a contractual restriction on the sale of an equity security
+Added: is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value.
+Added: The amendments
+Added: in this update are effective for public business entities for fiscal years, including interim periods within those fiscal years, beginning
+Added: after December 15, 2023.
+Added: Early adoption is permitted.
+Added: The Company is currently assessing the impact of the adoption of this standard on
+Added: its consolidated financial statements.
+Added: In June 2016,
+Added: the FASB issued ASU No.
+Added: 2016-13, “ Financial Instruments Credit Losses —Measurement of Credit Losses on Financial Instruments .”
+Added: ASU 2016-13 requires a financial asset (or group of financial assets) measured at amortized cost basis to be presented at the net amount
+Added: expected to be collected, which includes the Company’s accounts receivable.
+Added: This ASU is effective for the Company for reporting
+Added: periods beginning after December 15, 2022.
+Added: The Company adopted this accounting pronouncement on January 1, 2023 and it did not have
+Added: any impact to its financial statements.
+Added: Company has reviewed all other recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption
+Added: of any such pronouncements may be expected to cause a material impact on our financial statements.
+Added: GOING CONCERN
+Added: The Company's
+Added: consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the
+Added: realization of assets and liquidation of liabilities in the normal course of business.
+Added: The Company has suffered recurring losses
+Added: from operations and does not have an established source of revenues sufficient to cover its operating costs.
+Added: These conditions raise substantial
+Added: doubt about the Company’s ability to continue as a going concern.
+Added: The consolidated financial statements do not include any adjustments
+Added: that might result from the outcome of this uncertainty.
+Added: of the Company to continue as a going concern is dependent upon its ability to successfully accomplish its business plan and eventually
+Added: attain profitable operations.
+Added: During the next
+Added: year, the Company's foreseeable cash requirements will relate to continual development of the operations of its business, maintaining
+Added: its good standing in the industry and continuing its marketing efforts.
+Added: The Company may experience a cash shortfall and be required to
+Added: raise additional capital.
+Added: Historically,
+Added: the Company has relied upon funds from its stockholders.
+Added: Management may raise additional capital through future public or private offerings
+Added: 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
+Added: The Company's failure to do so could have a material and adverse effect upon its operations and its stockholders.
+Added: NOTE 4 – PREPAID
+Added: AND OTHER CURRENT ASSETS
+Added: other current assets as of September 30, 2023 and December 31, 2022 consisted of the following:
+Added: September 30,
Other receivable
3 unchanged sentences
Deposit for acquisition of asset
+Added: Subscription receivable
Security deposit
prepaid and other current assets
−Removed: NOTE 5 – PROPERTY AND EQUIPMENT
−Removed: Property and equipment as of June 30, 2023 and December
−Removed: 31, 2022 consisted of the following:
+Added: NOTE 5 – PROPERTY
+Added: AND EQUIPMENT
+Added: equipment as of September 30, 2023 and December 31, 2022 consisted of the following:
+Added: September 30,
Telecommunication equipment
4 unchanged sentences
Total property and equipment
−Removed: Depreciation expense for the six months ended June
−Removed: 30, 2023 and 2022 amounted to $ 68,488 and $ 62,371 , respectively.
−Removed: NOTE 6 –LOANS PAYABLE
−Removed: Loans payable as of June 30, 2023 and December 31,
−Removed: 2022 consisted of the following:
+Added: expense for the nine months ended September 30, 2023 and 2022 amounted to $ 103,246 and $ 91,221 , respectively.
+Added: NOTE 6 –LOANS
+Added: Loans payable
+Added: as of September 30, 2023 and December 31, 2022 consisted of the following:
+Added: September 30,
Note was issued on October 23, 2018 and due on January 2, 2024
7 unchanged sentences
Long-term loans payable
−Removed: Loans payable - related parties as of June 30, 2023
−Removed: and December 31, 2022 consisted of the following:
+Added: Loans payable
+Added: - related parties as of September 30, 2023 and December 31, 2022 consisted of the following:
+Added: September 30,
49% of Shareholder of SwissLink
4 unchanged sentences
Long-term loans payable
−Removed: During the six months ended June 30, 2023, the Company
−Removed: borrowed from a third party totaling $ 165,000 , which includes original issue discount and financing costs of $ 15,000 .
−Removed: During the six months ended June 30, 2023 and 2022,
−Removed: the Company recorded interest expense of $ 9,460 and $ 18,724 and recognized amortization of discount, included in interest
−Removed: expense, of $ 3,750 and $ 7,407 , respectively.
−Removed: NOTE 7 – CONVERTIBLE NOTE
−Removed: During the six months ended June 30, 2023, the Company
−Removed: borrowed from a third party totaling $ 284,760 , which includes original issue discount and financing costs of $ 34,760 .
−Removed: The note is due
−Removed: on June 1, 2024 and a one-time interest charge of 12 % shall be applied.
−Removed: Accrued, unpaid interest and outstanding principal shall be paid
−Removed: in 10 payments each in the amount of $ 31,893.10 .
−Removed: The first payment shall be due on July 16, 2023 .
−Removed: The note is convertible at the option
−Removed: of the holders at any time following an event of default, and the conversion price is 75% multiplied by the lowest trading price of Company’s
−Removed: common stock during the 10 trading days prior to the conversion date.
−Removed: During the six months ended June 30, 2023, the Company
−Removed: recorded interest expense of $ 3,417 and recognized amortization of discount, included in interest expense, of $ 3,476 .
+Added: During the nine
+Added: months ended September 30, 2023, the Company borrowed from a third party totaling $165,000, which includes original issue discount
+Added: and financing costs of $ 15,000 .
+Added: During the nine
+Added: months ended September 30, 2023 and 2022, the Company recorded interest expense of $ 19,250 and $ 22,417 and recognized
+Added: amortization of discount, included in interest expense, of $ 7,500 and $ 7,406 , respectively.
+Added: NOTE 7 – CONVERTIBLE
+Added: During the nine
+Added: months ended September 30, 2023, the Company borrowed from a third party totaling $ 284,760 , which includes original issue discount
+Added: and financing costs of $ 34,760 .
+Added: The note is due on June 1, 2024 and a one-time interest charge of 12 % shall be applied.
+Added: unpaid interest and outstanding principal shall be paid in 10 payments each in the amount of $ 31,893 beginning on July 16, 2023 .
+Added: note is convertible at the option of the holders at any time following an event of default, and the conversion price is 75% multiplied
+Added: by the lowest trading price of Company’s common stock during the 10 trading days prior to the conversion date.
+Added: During the nine
+Added: months ended September 30, 2023, the Company recorded interest expense of $ 13,668 and recognized amortization of discount, included
+Added: in interest expense, of $ 13,904 .
NOTE 8 – WARRANTS
−Removed: On April 5, 2022, we entered
−Removed: 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
−Removed: of Common Stock with an exercise price per share of $ 2.00 ;
−Removed: and an initial exercisable date on September 30, 2022 .
−Removed: price of this option was $ 500,000 .
−Removed: The Company determined that the warrants had a fixed monetary value with a variable number of
−Removed: shares at inception and categorized the warrants as a liability in the accompanying consolidated financial statements.
−Removed: The Holder and the Company agreed that the Holder
−Removed: had the right and the obligation to exercise, on a cashless basis, $1,000,000 of the Options not later than October 15, 2022 .
−Removed: the Holder shall undertake to exercise not less than (i) $ 400,000 of the Options on a “cash basis” not later than
−Removed: the later of (y) November 14, 2022 or (z) the date on which there is an effective registration statement permitting the issuance
−Removed: 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
−Removed: basis” not later than the latest of (x) thirty (30) days following the exercise of the Option under subsection (i), above, (y) December
−Removed: 14, 2022, or (z) the date on which there is an effective registration statement permitting the issuance of the Option Shares to or resale
−Removed: of the Option Shares by the Holder.
−Removed: From and after the occurrence of the three above-referenced exercises, each additional exercise of
−Removed: Options hereunder shall be in an amount not less than $ 200,000 and exercised only on a cash basis.
−Removed: The Holder’s obligation to exercise each specified
−Removed: portion of this option on the specific dates above is subject to the volume-weighted average price (“VWAP”, market value),
−Removed: being not less than $0.20 per share on the relevant option exercise date.
−Removed: Adjusted option shares at VWAP of $0.20 shall be 48,000,000
−Removed: A summary of activity regarding warrants issued as
−Removed: Warrants Outstanding
−Removed: Weighted Average
−Removed: Weighted Average Remaining
−Removed: Exercise Price
−Removed: Contractual life (in years)
+Added: April 5, 2022, we entered into a Common Stock Purchase Option Agreement with Apollo Management Group, Inc (Holder) to subscribe for and
+Added: purchase from the Company, 4,800,000 shares of Common Stock with an exercise price per share of $ 2.00 ;
+Added: and an initial exercisable
+Added: date on September 30, 2022 .
+Added: The purchase price of this option was $ 500,000 .
+Added: The Company determined that the warrants had a fixed
+Added: monetary value with a variable number of shares at inception and categorized the warrants as a liability in the accompanying consolidated
+Added: financial statements.
+Added: The Holder and
+Added: 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
+Added: than October 15, 2022.
+Added: Thereafter, the Holder shall undertake to exercise not less than (i) $400,000 of the Options on a “cash
+Added: basis” not later than the later of (y) November 14, 2022 or (z) the date on which there is an effective registration statement
+Added: permitting the issuance of the Option Shares to or resale of the Option Shares by the Holder and (ii) an additional $ 400,000 of
+Added: the Options on a “cash basis” not later than the latest of (x) thirty (30) days following the exercise of the Option under
+Added: subsection (i), above, (y) December 14, 2022, or (z) the date on which there is an effective registration statement permitting the issuance
+Added: of the Option Shares to or resale of the Option Shares by the Holder.
+Added: From and after the occurrence of the three above-referenced exercises,
+Added: each additional exercise of Options hereunder shall be in an amount not less than $ 200,000 and exercised only on a cash basis.
+Added: obligation to exercise each specified portion of this option on the specific dates above is subject to the volume-weighted average price
+Added: (“VWAP”, market value), being not less than $0.20 per share on the relevant option exercise date.
+Added: Adjusted option shares at
+Added: VWAP of $0.20 shall be 48,000,000 shares.
+Added: activity regarding warrants issued as follows:
+Added: Average Exercise Price
+Added: Average Remaining Contractual life (in years)
Outstanding, December 31, 2022
1 unchanged sentence
( 10,294,119 )
−Removed: Forfeited/canceled
−Removed: Outstanding, June 30, 2023
−Removed: NOTE 9 – DERIVATIVE LIABILITIES
−Removed: Fair Value Assumptions Used in Accounting for Derivative
−Removed: ASC 815, “ Derivatives and Hedging ,”
−Removed: requires we assess the fair market value of derivative liabilities at the end of each reporting period and recognize any change in the
−Removed: fair market value as other income or expense.
−Removed: The Company determined our derivative liabilities
−Removed: to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the fair value as of June 30, 2023.
−Removed: The Black-Scholes
−Removed: model requires six basic data inputs:
−Removed: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock
−Removed: price, the estimated volatility of the stock price in the future, and the dividend rate.
−Removed: Changes to these inputs could produce a significantly
−Removed: higher or lower fair value measurement.
−Removed: For the six months ended June 30, 2023 and year ended
−Removed: December 31, 2022, the estimated fair values of the liabilities measured on a recurring basis are as follows:
+Added: ( 18,080,921 )
+Added: Outstanding, September 30, 2023
+Added: NOTE 9 – DERIVATIVE
+Added: Assumptions Used in Accounting for Derivative Liabilities
+Added: ASC 815, “ Derivatives
+Added: and Hedging ,” requires we assess the fair market value of derivative liabilities at the end of each reporting period and recognize
+Added: any change in the fair market value as other income or expense.
+Added: determined our derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the
+Added: fair value as of September 30, 2023.
+Added: The Black-Scholes model requires six basic data inputs:
+Added: the exercise or strike price, time to expiration,
+Added: the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate.
+Added: Changes to these inputs could produce a significantly higher or lower fair value measurement.
+Added: months ended September 30, 2023 and year ended December 31, 2022, the estimated fair values of the liabilities measured on a recurring
+Added: basis are as follows:
Expected term
6 unchanged sentences
0.06 % - 4.73 %
−Removed: The following table summarizes the changes in the
−Removed: derivative liabilities during the six months ended June 30, 2023 and 2022:
−Removed: Value Measurements Using Significant Observable Inputs (Level 3)
+Added: The following
+Added: table summarizes the changes in the derivative liabilities during the nine months ended September 30, 2023:
+Added: Fair Value Measurements Using Significant Observable
+Added: Inputs (Level 3)
Balance - December 31, 2022
1 unchanged sentence
Change in fair value of the warrant
−Removed: Balance – June 30, 2023
−Removed: The following table summarizes the change in fair
−Removed: value of derivative liabilities included in the income statement for the six months ended June 30, 2023 and 2022, respectively.
−Removed: of new derivatives recognized as loss on derivatives
−Removed: of derivative liabilities
−Removed: on change in fair value of derivative liability
+Added: Balance - September 30, 2023
+Added: The following
+Added: table summarizes the change in fair value of derivative liabilities included in the income statement for the nine months ended September
+Added: 30, 2023 and 2022, respectively.
+Added: Nine months ended
+Added: September 30,
+Added: Addition of new derivatives recognized as loss on derivatives
+Added: Revaluation of derivative liabilities
+Added: (Gain) on change in fair value of derivative liability
$ ( 381,848 )
−Removed: NOTE 10 – STOCKHOLDERS’ EQUITY
−Removed: The Company’s authorized capital consists of 300,000,000 shares
−Removed: of common stock with a par value of $ 0.001 per share.
−Removed: Series A Preferred Stock
−Removed: On November 3, 2020, pursuant to Article III of our
−Removed: Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock entitled Series A Preferred Stock, consisting
−Removed: of up 10,000 shares, par value $ 0.001 .
−Removed: Under the Certificate of Designation, holders of Series A Preferred Stock will
−Removed: participate on an equal basis per-share with holders of our common stock in any distribution upon winding up, dissolution, or liquidation.
−Removed: Holders of Series A Preferred Stock are entitled to vote together with the holders of our common stock on all matters submitted to stockholders
−Removed: at a rate of 51% of the total vote of stockholders.
−Removed: The rights of the holders of Series A Preferred Stock
−Removed: are defined in the relevant Certificate of Designation filed with the Nevada Secretary of State on November 3, 2020.
−Removed: As of June 30, 2023 and December 31, 2022, 10,000 shares
−Removed: of Series A Preferred Stock were issued and outstanding.
−Removed: Series B Preferred Stock
−Removed: On November 11, 2020, pursuant to Article III of our
−Removed: Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock entitled Series B Preferred Stock, consisting
−Removed: of up 200,000 shares, par value $ 0.001 .
−Removed: Under the Certificate of Designation, holders of Series B Preferred Stock
−Removed: will receive a liquidation preference of $81 per share in any distribution upon winding up, dissolution, or liquidation of the Company
−Removed: before junior security holders, as provided in the designation.
−Removed: Holders of Series B Preferred Stock are entitled to receive as, when,
−Removed: 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
−Removed: 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
−Removed: Holders of Series B Preferred Stock do not have voting rights but may convert into common stock after twelve months from the issuance
−Removed: date, at a conversion rate of one thousand (1,000) shares of Common Stock for every one (1) share of Series B Preferred Stock.
−Removed: Upon conversion,
−Removed: the shares are subject to a one-year restriction on sales into the market of no more than 5% previous month’s stock liquidity.
−Removed: As of June 30, 2023 and December 31, 2022, 21,000 shares
−Removed: of Series B Preferred Stock were issued and outstanding.
−Removed: Series C Preferred Stock
−Removed: On January 7, 2021, pursuant to Article III of our
−Removed: Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock entitled Series C Preferred Stock, consisting
−Removed: of up 200,000 shares, par value $ 0.001 .
−Removed: Under the Certificate of Designation, holders of Series C Preferred Stock
−Removed: 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
−Removed: up, dissolution, or liquidation of the company, as provided in the designation.
−Removed: The holders of shares of Series C Preferred Stock have
−Removed: no dividend rights except as may be declared by the Board in its sole and absolute discretion, out of funds legally available for that
−Removed: Holders of Series C Preferred Stock do not have voting rights but may convert into common stock after twenty four months from
−Removed: 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.
−Removed: 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
−Removed: The rights of the holders of Series C Preferred Stock
−Removed: are defined in the relevant Certificate of Designation filed with the Nevada Secretary of State on January 7, 2021.
−Removed: As of June 30, 2023 and December 31, 2022, no Series
−Removed: C Preferred Stock was issued or outstanding.
−Removed: During the six months ended June 30, 2023, the Company
−Removed: issued 3,061,177 shares of common stock, valued at fair market value on issuance as follows:
−Removed: · 120,000 shares for compensation
−Removed: to our directors valued at $ 18,130 ;
−Removed: · 2,941,177 shares for exercise
−Removed: of warrants for $ 400,000 .
−Removed: As of June 30, 2023 and December 31, 2022, 164,656,688 and 161,595,511 shares
−Removed: of common stock were issued and outstanding, respectively.
−Removed: NOTE 11 - RELATED PARTY TRANSACTIONS
−Removed: Due from related parties
−Removed: As of June 30, 2023 and December 31, 2022, the Company
−Removed: had amounts due from related parties of $ 426,529 and $ 326,324 , respectively.
−Removed: The loans are unsecured, non-interest bearing
−Removed: and due on demand.
−Removed: Due to related parties
−Removed: As of June 30, 2023 and December 31, 2022, the Company
−Removed: had amounts due to related parties of $ 26,613 .
−Removed: The amounts are unsecured, non-interest bearing and due on demand.
−Removed: Employment agreements
−Removed: During the six months ended June 30, 2023 and 2022,
−Removed: the Company recorded management salaries of $ 288,000 and $ 270,000 and stock-based compensation bonuses of $ 18,130 and $ 71,629 ,
−Removed: respectively.
−Removed: As of June 30, 2023 and December 31, 2022, the Company
−Removed: recorded and accrued management salaries of $ 129,627 and $ 79,628 , respectively.
−Removed: NOTE 12 – COMMITMENTS AND CONTINGENCIES
−Removed: Leases and Long-term Contracts
−Removed: The Company has not entered into any long-term leases,
−Removed: contracts or commitments.
−Removed: The Company leases facilities which the term is 12 months .
−Removed: For the six months ended June 30, 2023 and 2022,
−Removed: the Company incurred rent expense of $ 2,137 and $ 38,645 , respectively.
−Removed: NOTE 13 - SEGMENTS
−Removed: At December 31, 2022 and 2021, the Company operates
−Removed: in one industry segment, telecommunication services, and two geographic segments, USA and Switzerland, where current assets and equipment
−Removed: are located .
−Removed: Operating Activities
−Removed: The following table shows operating activities information
−Removed: by geographic segment for the six months ended June 30, 2023 and 2022:
−Removed: Three months ended June 30, 2023
−Removed: NOTE 13 - SEGMENT - Schedule of Operating Activities
−Removed: by Geographic Segment
+Added: NOTE 10 – STOCKHOLDERS’
+Added: The Company’s
+Added: authorized capital consists of 300,000,000 shares of common stock with a par value of $ 0.001 per share.
+Added: Preferred Stock
+Added: 3, 2020, pursuant to Article III of our Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock
+Added: entitled Series A Preferred Stock, consisting of up 10,000 shares, par value $ 0.001 .
+Added: Under the Certificate of Designation, holders
+Added: of Series A Preferred Stock will participate on an equal basis per-share with holders of our common stock in any distribution upon winding
+Added: up, dissolution, or liquidation.
+Added: Holders of Series A Preferred Stock are entitled to vote together with the holders of our common stock
+Added: on all matters submitted to stockholders at a rate of 51% of the total vote of stockholders.
+Added: The rights of
+Added: the holders of Series A Preferred Stock are defined in the relevant Certificate of Designation filed with the Nevada Secretary of State
+Added: on November 3, 2020.
+Added: As of September
+Added: 30, 2023 and December 31, 2022, 10,000 shares of Series A Preferred Stock were issued and outstanding.
+Added: Preferred Stock
+Added: 11, 2020, pursuant to Article III of our Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock
+Added: entitled Series B Preferred Stock, consisting of up 200,000 shares, par value $ 0.001 .
+Added: Under the Certificate of Designation,
+Added: holders of Series B Preferred Stock will receive a liquidation preference of $81 per share in any distribution upon winding up, dissolution,
+Added: or liquidation of the Company before junior security holders, as provided in the designation.
+Added: Holders of Series B Preferred Stock are
+Added: 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
+Added: (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
+Added: consisting of twelve 30-day months.
+Added: Holders of Series B Preferred Stock do not have voting rights but may convert into common stock after
+Added: 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
+Added: B Preferred Stock.
+Added: Upon conversion, the shares are subject to a one-year restriction on sales into the market of no more than 5% previous
+Added: month’s stock liquidity.
+Added: In August 2023,
+Added: the Company declared and issued 10,080 shares Series B stock to our management as dividends, valued at $816,480.
+Added: As of September
+Added: 30, 2023 and December 31, 2022, 31,080 and 21,000 shares of Series B Preferred Stock were issued and outstanding, respectively.
+Added: Preferred Stock
+Added: On January 7,
+Added: 2021, pursuant to Article III of our Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock entitled
+Added: Series C Preferred Stock, consisting of up 200,000 shares, par value $ 0.001 .
+Added: Under the Certificate of Designation,
+Added: 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
+Added: Stock in any distribution upon winding up, dissolution, or liquidation of the company, as provided in the designation.
+Added: The holders of
+Added: shares of Series C Preferred Stock have no dividend rights except as may be declared by the Board in its sole and absolute discretion,
+Added: out of funds legally available for that purpose.
+Added: Holders of Series C Preferred Stock do not have voting rights but may convert into common
+Added: 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
+Added: (1) share of Series C Preferred Stock.
+Added: Upon conversion, the shares are subject to a one-year restriction on sales into the market of no
+Added: more than 5% previous month’s stock liquidity.
+Added: The rights of
+Added: the holders of Series C Preferred Stock are defined in the relevant Certificate of Designation filed with the Nevada Secretary of State
+Added: on January 7, 2021.
+Added: As of September
+Added: 30, 2023 and December 31, 2022, no Series C Preferred Stock was issued or outstanding.
+Added: During the nine
+Added: months ended September 30, 2023, the Company issued 8,635,884 shares of common stock, valued at fair market value on issuance
+Added: shares for compensation to our directors valued at $ 30,945 ;
+Added: shares for exercise of warrants for $ 1,150,000 .
+Added: As of September
+Added: 30, 2023 and December 31, 2022, 170,231,395 and 161,595,511 shares of common stock were issued and outstanding, respectively.
+Added: 29, 2023, 1,838,235 warrants were exercised;
+Added: however, the Company received cash of $ 250,000 and issued 1,838,235 shares in October 2023.
+Added: As of September 30, 2023, the Company recorded subscription receivable of $ 250,000 in prepaid and other current assets.
+Added: RELATED PARTY TRANSACTIONS
+Added: related parties
+Added: As of September
+Added: 30, 2023 and December 31, 2022, the Company had amounts due from related parties of $ 427,194 and $ 326,324 , respectively.
+Added: The loans are unsecured, non-interest bearing and due on demand.
+Added: Due to related
+Added: As of September
+Added: 30, 2023 and December 31, 2022, the Company had amounts due to related parties of $ 26,613 .
+Added: The amounts are unsecured, non-interest
+Added: bearing and due on demand.
+Added: During the nine
+Added: months ended September 30, 2023 and 2022, the Company recorded management salaries of $ 402,000 and $ 405,000 and stock-based
+Added: compensation bonuses of $ 30,945 and $ 92,130 , respectively.
+Added: As of September
+Added: 30, 2023 and December 31, 2022, the Company recorded and accrued management salaries of $ 65,627 and $ 79,628 , respectively.
+Added: NOTE 12 – COMMITMENTS
+Added: AND CONTINGENCIES
+Added: Long-term Contracts
+Added: Company has not entered into any long-term leases, contracts or commitments.
+Added: The Company leases facilities which the term is 12
+Added: For the nine months ended September 30, 2023 and 2022, the Company incurred rent expense
+Added: of $ 4,048 and $ 56,405 , respectively.
+Added: 30, 2023 and December 31, 2022, the Company operates in one industry segment, telecommunication services, and two geographic segments,
+Added: USA and Switzerland, where current assets and equipment are located .
+Added: The following
+Added: table shows operating activities information by geographic segment for the three and nine months ended September 30, 2023 and 2022:
+Added: ended September 30, 2023
+Added: NOTE 13 - SEGMENT
+Added: - Schedule of Operating Activities by Geographic Segment
$ ( 1,131,378 )
3 unchanged sentences
General and administration
−Removed: Operating loss
−Removed: Other income (expense)
−Removed: $ ( 147,060 )
−Removed: $ ( 161,644 )
−Removed: months ended June 30, 2022
+Added: Operating income
+Added: Other expense
+Added: months ended September 30, 2022
$ ( 1,719,255 )
Cost of revenue
+Added: ( 1,719,255 )
Operating expenses
General and administration
−Removed: Operating loss
−Removed: Other income (expense)
−Removed: $ ( 266,878 )
−Removed: $ ( 285,457 )
−Removed: months ended June 30, 2023
+Added: Operating income
+Added: Other expense
+Added: months ended September 30, 2023
$ ( 4,129,344 )
3 unchanged sentences
General and administration
−Removed: Operating (loss) income
+Added: Operating income (loss)
Other income (expense)
+Added: Net income (loss)
$ ( 298,694 )
$ ( 274,557 )
−Removed: months ended June 30, 2022
+Added: months ended September 30, 2022
$ ( 2,397,891 )
Cost of revenue
+Added: ( 2,397,891 )
Operating expenses
4 unchanged sentences
$ ( 782,876 )
−Removed: Asset Information
−Removed: The following table shows asset information by geographic
−Removed: segment as of June 30, 2023 and December 31, 2022:
−Removed: June 30, 2023
+Added: The following
+Added: table shows asset information by geographic segment as of September 30, 2023 and December 31, 2022:
+Added: September 30, 2023
Current assets
13 unchanged sentences
Non-current liabilities
−Removed: NOTE 14 – SUBSEQUENT EVENTS .
−Removed: Management has evaluated subsequent events through
−Removed: the date these consolidated financial statements were available to be issued.
−Removed: Based on our evaluation no material events have occurred
−Removed: that require disclosure.
+Added: SUBSEQUENT EVENTS .
+Added: Management has
+Added: evaluated subsequent events through the date these consolidated financial statements were available to be issued.
+Added: Based on our evaluation
+Added: 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.