Form 10-Q - Quarterly report [Sections 13 or 15(d)]

Share Name	Share Symbol	Market	Type
iQSTEL Inc (QX)	USOTC:IQST	OTCMarkets	Common Stock

	Price Change	% Change	Share Price	Bid Price	Offer Price	High Price	Low Price	Open Price	Shares Traded	Last Trade
	0.0066	4.20%	0.1636	0.1433	0.1898	0.1701	0.142	0.17	1,089,954	21:37:01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


	☒	Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

		For the quarterly period ended September 30, 2024

	☐	Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934

		For the transition period from __________ to__________

		Commission File Number: 000-55984

iQSTEL Inc.

(Exact name of registrant as specified in its charter)


Nevada	45-2808620
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

300 Aragon Avenue, Suite 375 Coral Gables, FL 33134
(Address of principal executive offices)

(954) 951-8191
(Registrant’s telephone number)
_______________________________________________________
(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

[X] Yes [ ] No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). [X] Yes [ ] No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

	☐ Large accelerated filer	☐ Accelerated filer
	☒ Non-accelerated Filer	☒ Smaller reporting company
		☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

[ ] Yes [X] No

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 186,176,651 common shares as of November 14, 2024

Table of Contents

TABLE OF CONTENTS
		Page
PART I – FINANCIAL INFORMATION
Item 1:	Financial Statements	3
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	10
Item 4:	Controls and Procedures	10
PART II – OTHER INFORMATION
Item 1:	Legal Proceedings	12
Item 1A:	Risk Factors	12
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	12
Item 3:	Defaults Upon Senior Securities	12
Item 4:	Mine Safety Disclosures	12
Item 5:	Other Information	12
Item 6:	Exhibits	12

Table of Contents

Item 1. Financial Statements

Our unaudited consolidated financial statements included in this Form 10-Q are as follows:

F-1	Consolidated Balance Sheets as of September 30, 2024 (unaudited) and December 31, 2023;
F-2	Consolidated Statements of Operations for the three and nine months ended September 30, 2024 and 2023 (unaudited);
F-3	Consolidated Statements of Stockholder’s Equity for the three and nine months ended September 30, 2024 and 2023 (unaudited);
F-4	Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023 (unaudited); and
F-5	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, 2024 are not necessarily indicative of the results that can be expected for the full year.

Table of Contents

iQSTEL INC

Consolidated Balance Sheets

(Unaudited)


	September 30,			December 31,
	2024			2023
ASSETS
Current Assets
Cash	$	2,125,139		$	1,362,668
Accounts receivable, net		14,982,958			12,539,774
Inventory		30,658			27,121
Due from related parties		635,715			340,515
Prepaid and other current assets		1,890,516			1,449,094
Total Current Assets		19,664,986			15,719,172

Property and equipment, net		578,734			522,997
Intangible asset		99,592			99,592
Goodwill		10,677,045			5,172,146
Deferred tax assets		426,755			426,755
Other asset		992,006			214,991
TOTAL ASSETS	$	32,439,118		$	22,155,653

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable	$	8,756,934		$	2,966,279
Accrued and other current liabilities		6,296,717			9,993,585
Due to related parties		26,613			26,613
Loans payable - net of discount of $294,484 and $3,750, respectively		3,232,009			264,988
Loans payable - related parties		926,069			259,447
Convertible notes - net of discount of $490,022 and $39,012, respectively		3,549,946			330,032
Contingent liability for acquisition of subsidiary		1,000,000			—
Derivative liabilities		277,946			—
Total Current Liabilities		24,066,234			13,840,944

Loans payable, non-current		—			99,099
Employee benefits, non-current		283,586			169,738
TOTAL LIABILITIES		24,349,820			14,109,781

Stockholders' Equity
Preferred stock: 1,200,000 authorized; $0.001 par value
Series A Preferred stock: 10,000 designated; $0.001 par value, 10,000 shares issued and outstanding		10			10
Series B Preferred stock: 200,000 designated; $0.001 par value, 31,080 shares issued and outstanding		31			31
Series C Preferred stock: 200,000 designated; $0.001 par value, No shares issued and outstanding		—			—
Series D Preferred stock: 75,000 designated; $0.001 par value, No shares issued and outstanding		—			—
Common stock: 300,000,000 authorized; $0.001 par value 186,176,651 and 172,129,630 shares issued and outstanding, respectively		186,176			172,130
Additional paid in capital		37,231,686			34,360,884
Accumulated deficit		(29,825,840	)		(26,084,133	)
Accumulated other comprehensive loss		(25,340	)		(25,340	)
Equity attributed to stockholders of iQSTEL Inc.		7,566,723			8,423,582
Equity (Deficit) attributable to noncontrolling interests		522,575			(377,710	)
TOTAL STOCKHOLDERS' EQUITY		8,089,298			8,045,872

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	32,439,118		$	22,155,653

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

F-1

Table of Contents

iQSTEL INC

Consolidated Statements of Operations

(Unaudited)


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2024			2023			2024			2023

Revenues	$	54,249,614		$	39,757,203		$	184,346,412		$	97,248,561
Cost of revenue		52,229,695			38,728,682			178,737,687			94,218,838
Gross profit		2,019,919			1,028,521			5,608,725			3,029,723

Operating expenses
General and administration		2,076,472			957,768			6,144,677			3,529,218
Total operating expenses		2,076,472			957,768			6,144,677			3,529,218

Operating income (loss)		(56,553	)		70,753			(535,952	)		(499,495	)

Other income (expense)
Other income		7,006			2,607			88,151			3,126
Other expenses		(5,770	)		(32,505	)		(6,620	)		(105,714	)
Interest expense		(672,266	)		(34,219	)		(1,533,820	)		(54,322	)
Change in fair value of derivative liabilities		51,721			39,273			(1,063,789	)		381,848
Loss on settlement of debt		(27,537	)		—			(130,197	)		—
Total other income (expense)		(646,846	)		(24,844	)		(2,646,275	)		224,938

Net income (loss) before provision for income taxes		(703,399	)		45,909			(3,182,227	)		(274,557	)
Income taxes		(69,605	)		—			(134,880	)		—
Net income (loss)		(773,004	)		45,909			(3,317,107	)		(274,557	)
Less: Net income attributable to noncontrolling interests		150,784			107,922			424,600			364,586
Net loss attributed to iQSTEL Inc.	$	(923,788	)	$	(62,013	)	$	(3,741,707	)	$	(639,143	)

Dividend on Series B Preferred Stock		—			(816,480	)		—			(816,480	)
Net loss attributed to stockholders of iQSTEL Inc.	$	(923,788	)	$	(878,493	)	$	(3,741,707	)	$	(1,455,623	)

Comprehensive income (loss)
Net income (loss)	$	(773,004	)	$	45,909		$	(3,317,107	)	$	(274,557	)
Foreign currency adjustment		—			(4,428	)		—			142
Total comprehensive income (loss)		(773,004	)	$	41,481		$	(3,317,107	)	$	(274,415	)
Less: Comprehensive income attributable to noncontrolling interests		150,784			105,753			424,600			364,656
Net comprehensive loss attributed to iQSTEL Inc.	$	(923,788	)	$	(64,272	)	$	(3,741,707	)	$	(639,071	)

Basic and diluted loss per common share	$	(0.01	)	$	(0.01	)	$	(0.02	)	$	(0.01	)

Weighted average number of common shares outstanding - Basic and diluted		184,284,588			168,185,122			179,312,685			165,640,341

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

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iQSTEL INC

Consolidated Statements of Changes in Stockholders’ Equity

For the three and nine months ended September 30, 2024 and 2023

(Unaudited)


	Series A Preferred Stock				Series B Preferred Stock				Common Stock
	Shares		Amount		Shares		Amount		Shares		Amount		Additional Paid in Capital		Accumulated Deficit			Accumulated Comprehensive Loss			Total			Non Controlling Interest			Total Stockholders' Equity
Balance - December 31, 2023		10,000	$	10		31,080	$	31		172,129,630	$	172,130	$	34,360,884	$	(26,084,133	)	$	(25,340	)	$	8,423,582		$	(377,710	)	$	8,045,872

Common stock issued for compensation		—		—		—		—		150,000		150		30,915		—			—			31,065			—			31,065
Common stock issued for settlement of debt		—		—		—		—		1,770,000		1,770		277,890		—			—			279,660			—			279,660
Common stock issued in conjunction with convertible notes		—		—		—		—		3,535,354		3,535		594,242		—			—			597,777			—			597,777
Net income (loss)		—		—		—		—		—		—		—		(809,767	)		—			(809,767	)		229,551			(580,216	)
Balance - March 31, 2024		10,000	$	10		31,080	$	31		177,584,984	$	177,585	$	35,263,931	$	(26,893,900	)	$	(25,340	)	$	8,522,317		$	(148,159	)	$	8,374,158

Common stock issued for compensation		—		—		—		—		150,000		150		46,450		—			—			46,600			—			46,600
Common stock issued for warrant exercises		—		—		—		—		1,822,216		1,822		398,178		—			—			400,000			—			400,000
Resolution of derivative liabilities upon exercise of warrant		—		—		—		—		—		—		239,323		—			—			239,323			—			239,323
Acquisition of subsidiary		—		—		—		—		—		—		—		—			—			—			475,685			475,685
Net income (loss)		—		—		—		—		—		—		—		(2,008,152	)		—			(2,008,152	)		44,265			(1,963,887)
Balance - June 30, 2024		10,000	$	10		31,080	$	31		179,557,200	$	179,557	$	35,947,882	$	(28,902,052	)	$	(25,340	)	$	7,200,088		$	371,791		$	7,571,879

Common stock issued for conversion of debt		—		—		—		—		3,064,394		3,064		334,019		—			—			337,083			—			337,083
Common stock issued for compensation		—		—		—		—		150,000		150		31,670		—			—			31,820			—			31,820
Common stock issued for warrant exercises		—		—		—		—		3,405,057		3,405		171,595		—			—			175,000			—			175,000
Common stock payable		—		—		—		—		—		—		100,000		—			—			100,000			—			100,000
Resolution of derivative liabilities upon exercise of warrant		—		—		—		—		—		—		646,520		—			—			646,520			—			646,520
Net income (loss)		—		—		—		—		—		—		—		(923,788	)		—			(923,788	)		150,784			(773,004	)
Balance - September 30, 2024		10,000	$	10		31,080	$	31		186,176,651	$	186,176	$	37,231,686	$	(29,825,840	)	$	(25,340	)	$	7,566,723		$	522,575		$	8,089,298

	Series A Preferred Stock				Series B Preferred Stock				Common Stock
	Shares		Amount		Shares		Amount		Shares		Amount		Additional Paid in Capital		Accumulated Deficit			Accumulated Comprehensive Loss			Total			Non Controlling Interest			Total Stockholders' Equity
Balance - December 31, 2022		10,000	$	10		21,000	$	21		161,595,511	$	161,595	$	31,136,120	$	(24,504,395	)	$	(33,557	)	$	6,759,794		$	(924,377	)	$	5,835,417

Common stock issued for warrant exercises		—		—		—		—		2,941,177		2,942		397,058		—			—			400,000			—			400,000
Common stock issued for compensation		—		—		—		—		60,000		60		11,170		—			—			11,230			—			11,230
Resolution of derivative liabilities upon exercise of warrant		—		—		—		—		—		—		240,258		—			—			240,258			—			240,258
Foreign currency translation adjustments		—		—		—		—		—		—		—		—			804			804			773			1,577
Net income (loss)		—		—		—		—		—		—		—		(363,185	)		—			(363,185	)		204,363			(158,822)
Balance - March 31, 2023		10,000	$	10		21,000	$	21		164,596,688	$	164,597	$	31,784,606	$	(24,867,580	)	$	(32,753	)	$	7,048,901		$	(719,241	)	$	6,329,660

Common stock issued for compensation		—		—		—		—		60,000		60		6,840		—			—			6,900			—			6,900
Foreign currency translation adjustments		—		—		—		—		—		—		—		—			1,527			1,527			1,466			2,993
Net income (loss)		—		—		—		—		—		—		—		(213,945	)		—			(213,945	)		52,301			(161,644)
Balance - June 30, 2023		10,000	$	10		21,000	$	21		164,656,688	$	164,657	$	31,791,446	$	(25,081,525	)	$	(31,226	)	$	6,843,383		$	(665,474	)	$	6,177,909

Series B Preferred stock issued as dividend		—		—		10,080		10		—		—		816,470		(816,480	)		—			—			—			—
Common stock issued for compensation		—		—		—		—		60,000		60		12,755		—			—			12,815			—			12,815
Common stock issued for warrant exercises		—		—		—		—		5,514,707		5,515		994,485		—			—			1,000,000			—			1,000,000
Resolution of derivative liabilities upon exercise of warrant		—		—		—		—		—		—		735,681		—			—			735,681			—			735,681
Dividend to non-controlling interest		—		—		—		—		—		—		—		—			—			—			(5,050	)		(5,050)
Foreign currency translation adjustments		—		—		—		—		—		—		—		—			(2,259	)		(2,259	)		(2,169	)		(4,428)
Net income (loss)		—		—		—		—		—		—		—		(62,013	)		—			(62,013	)		107,922			45,909
Balance - September 30, 2023		10,000	$	10		31,080	$	31		170,231,395	$	170,232	$	34,350,837	$	(25,960,018	)	$	(33,485	)	$	8,527,607		$	(564,771	)	$	7,962,836

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

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iQSTEL INC

Consolidated Statements of Cash Flows

(Unaudited)


	Nine Months Ended
	September 30,
	2024			2023

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(3,317,107	)	$	(274,557	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation		109,485			30,945
Bad debt expense		1,801			1,344
Depreciation and amortization		104,061			103,246
Amortization of debt discount		856,922			21,404
Change in fair value of derivative liabilities		1,063,789			(381,848	)
Loss on settlement of debt		130,197			—
Changes in operating assets and liabilities:
Accounts receivable		11,789,409			(3,422,703	)
Inventory		(3,537	)		(997	)
Prepaid and other assets		(434,217	)		(1,057,311	)
Due from related parties		—			69,948
Accounts payable		(8,331,945	)		2,604,856
Accrued and other current liabilities		(4,495,509	)		1,870,972
Net cash used in operating activities		(2,526,651	)		(434,701	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions of subsidiary		(2,730,121	)		—
Purchase of property and equipment		(134,016	)		(164,715	)
Purchase of intangible assets		—			(189,767	)
Advances of loans receivable - related party		(119,832	)		—
Collection of amounts due from related parties		33,602			13,899
Net cash used in investing activities		(2,950,367	)		(340,583	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from loans payable		2,011,100			150,000
Repayments of loans payable		(669,121	)		(9,006	)
Proceeds from loans payable - related parties		1,000,000			—
Repayment of loans payable - related parties		(333,378	)		—
Proceeds from exercise of warrants		575,000			1,150,000
Proceeds from issuance of common stock payable		100,000			—
Proceeds from convertible notes		3,997,500			250,000
Proceeds from common stock purchase option		100,000			—
Repayment of convertible notes		(541,612	)		(86,238	)
Net cash provided by financing activities		6,239,489			1,454,756

Effect of exchange rate changes on cash		—			(7,541	)

Net change in cash		762,471			671,931
Cash, beginning of period		1,362,668			1,329,389
Cash, end of period	$	2,125,139		$	2,001,320

Supplemental cash flow information
Cash paid for interest	$	480,431		$	25,941
Cash paid for taxes	$	—		$	—

Non-cash transactions:
Series B Preferred stock issued as dividend	$	—		$	816,480
Common stock issued in connection with convertible notes	$	597,777		$	—
Common stock issued for conversion of debt	$	337,083		$	—
Common stock issued for settlement of debt	$	279,660		$	—
Cashless warrant exercised	$	1,815		$	—
Resolution of derivative liabilities	$	885,843		$	975,939
Note payable issued for acquisition of subsidiary	$	2,000,000		$	—
Contingent liability for acquisition of subsidiary	$	1,000,000		$	—

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

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iQSTEL INC

Notes to the Consolidated Financial Statements

September 30, 2024

NOTE 1 -ORGANIZATION AND DESCRIPTION OF BUSINESS

Organization and Operations

iQSTEL Inc. (“iQSTEL”, “we”, “us”, or the “Company”) was incorporated under the laws of the State of Nevada on June 24, 2011 under the name of B-Maven Inc. The Company changed its name to PureSnax International, Inc. on September 18, 2015; and more recently it changed its name to iQSTEL Inc. on August 7, 2018.

The Company has been engaged in the business of telecommunication services as a wholesale carrier of voice, SMS and data for other telecom companies around the World with over 400 active interconnection agreements with mobile companies, fixed line companies and other wholesale carriers.

The Company is a technology company with presence in 20 countries and over 100 employees that is offering leading-edge services through its four business divisions.

The Telecom Division, which represents the majority of current operations and which also represents the source for all of the Company’s revenues, offers VoIP, SMS, proprietary Internet of Things (IoT) solutions (www.iotsmartgas.com and www.iotsmarttank.com), and international fiber-optic connectivity through its subsidiaries: Etelix.com USA, LLC, SwissLink Carrier AG, Smartbiz Telecom LLC, Whisl Telecom LLC, IoT Labs, LLC, QGlobal SMS, LLC, and QXTEL LIMITED.

Also under the Telecom Division, the Company’s developing BlockChain Platform Business Line offers our proprietary Mobile Number Portability Application (MNPA) to serve the in-country portability needs through its subsidiary, itsBchain, LLC.

The Company’s developing Fintech Business Line offers a complete Fintech ecosystem MasterCard Debit Card, US Bank Account (No SSN Needed), Mobile App/Wallet (Remittances, Mobile Top Up). The Company’s Fintech subsidiary, Global Money One Inc., is to provide immigrants access to reliable financial services that makes it easier to manage their money and stay connected with their families back home.

The Company’s developing Electric Vehicle (EV) Business Line offers electric motorcycles for work and recreational use in the USA, Spain, Portugal, Panama, Colombia, and Venezuela. EVOSS is also working on the development of an EV Mid Speed Car to serve the niche of the 2nd car in the family.

The Company’s developing Artificial Intelligence (AI)-Enhanced Metaverse Division offers a white-label solution designed specifically for corporations, businesses, and the telecommunications industry. Delivering a full suite of immersive content services, creating a comprehensive virtual experience that can be accessed through the Web or our proprietary mobile apps.

NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for annual financial statements.

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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, 2024 and the results of operations and cash flows for the periods presented. The results of operations for the nine months ended September 30, 2024 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, 2023 filed with the SEC on April 1, 2024.

Reclassification

Certain accounts from prior periods have been reclassified to conform to the current period presentation.

Consolidation Policy

The consolidated financial statements of the Company include the accounts of the Company and its owned subsidiaries, Etelix.com USA, LLC (“Etelix”), SwissLink Carrier AG (“Swisslink”), ITSBCHAIN, LLC (“ItsBchain”), QGLOBAL SMS, LLC (“QGlobal”), IoT Labs, LLC (“IoT Labs”), Global Money One Inc (“Global Money One”), Whisl Telecom LLC (“Whisl”), Smartbiz Telecom LLC (“Smartbiz”) and QXTEL LIMITED (“QXTEL”). All significant intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.

Business Combinations

In accordance with ASC 805-10, “Business Combinations”, the Company accounts for all business combinations using the acquisition method of accounting. Under this method, assets and liabilities, including any remaining non-controlling interests, are recognized at fair value at the date of acquisition. The excess of the purchase price over the fair value of assets acquired, net of liabilities assumed, and non-controlling interests is recognized as goodwill. Certain adjustments to the assessed fair values of the assets, liabilities, or non-controlling interests made subsequent to the acquisition date, but within the measurement period, which is up to one year, are recorded as adjustments to goodwill. Any adjustments subsequent to the measurement period are recorded in income. Any cost or equity method interest that the Company holds in the acquired company prior to the acquisition is re-measured to fair value at acquisition with a resulting gain or loss recognized in income for the difference between fair value and the existing book value. Results of operations of the acquired entity are included in the Company’s results from the date of the acquisition onward and include amortization expense arising from acquired tangible and intangible assets.

Foreign Currency Translation and Re-measurement

The Company translates its foreign operations to U.S. dollars in accordance with ASC 830, “Foreign Currency Matters”.

The functional currency and reporting currency of Etelix, QGlobal, ItsBchain, IoT Labs, Whisl, Smartbiz, Global Money One and QXTEL is the U.S. dollar, while SwissLink’s functional currency was the Swiss Franc (“CHF”). As of January 1, 2024, we changed the functional currency of SwissLink from their respective local currency to the US dollar. The change in functional currency is due to increased exposure to the US dollar as a result of a change in facts and circumstances in the primary economic environment in which this subsidiary operates. The effects of the change in functional currency were not significant to our consolidated financial statements.

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Cash and Cash Equivalents

Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. The Company had $2,125,139 and $1,362,668 in cash and cash equivalents at September 30, 2024 and December 31, 2023, respectively.

Accounts Receivable and Allowance for Uncollectible Accounts

Substantially all of the Company’s accounts receivable balance is related to trade receivables. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The Company estimates expected credit losses related to accounts receivable balances based on a review of available and relevant information including current economic conditions, projected economic conditions, historical loss experience, account aging, and other factors that could affect collectability. During the nine months ended September 30, 2024 and 2023, the Company recorded bad debt expense of $1,801 and $1,344, respectively.

Net Income (Loss) Per Share of Common Stock

The Company has adopted ASC 260, ”Earnings per Share” which requires presentation of basic earnings per share on the face of the statements of operations for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic earnings per share computation. In the accompanying financial statements, basic loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the 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 nine months ended September 30, 2024 and 2023.

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, 2024, 22 customers represented 87.7% of our revenue compared to 11 customers representing 87.8% of our revenue for the nine months ended September 30, 2023. For the nine months ended September 30, 2024 and 2023, 38.3% and 54.8% of the revenue comes from customers under prepayment conditions which means there is no credit or bad debt risk on that portion of the customers portfolio.

Financial Instruments

The Company follows ASC 820, “Fair Value Measurements and Disclosures,” which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

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Level 2

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

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The carrying values of our financial instruments, including, cash; accounts receivable; deposit for acquisition, 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. It is not, however, practical to determine the fair value of amounts due to related parties due to their related party nature.

Revenue Recognition

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

The Company recognizes revenue related to monthly usage charges and other recurring charges during the period in which the telecommunication services are rendered, provided that persuasive evidence of a sales arrangement exists, and collection is reasonably assured. Management considers persuasive evidence of a sales arrangement to be a written interconnection agreement. The Company’s payment terms vary by client.

Recent Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures" which allows disclosure of one or more measures of segment profit or loss used by the chief operating decision maker to allocate resources and assess performance. Additionally, the standard requires enhanced disclosures of significant segment expenses and other segment items, as well as incremental qualitative disclosures on both an annual and interim basis. This guidance is effective for annual reporting periods beginning after December 15, 2023, and interim reporting periods after December 15, 2024. Early adoption is permitted and retrospective application is required for all periods presented. The Company is currently evaluating the impact of adopting this guidance on its Consolidated Financial Statements and disclosures included within Notes to Consolidated Financial Statements.

In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” which requires enhanced disclosures, including specific categories and disaggregation of information in the effective tax rate reconciliation, disaggregated information related to income taxes paid, income or loss from continuing operations before income tax expense or benefit, and income tax expense or benefit from continuing operations. This guidance is effective for annual reporting periods beginning after December 15, 2024. Early adoption is permitted and should be applied on a prospective basis; however, retrospective application is permitted. The Company is currently evaluating the impact of adopting this guidance on its Consolidated Financial Statements and disclosures included within Notes to Consolidated Financial Statements.

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NOTE 3 - GOING CONCERN

The Company's consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has suffered recurring losses from operations and does not have an established source of revenues sufficient to cover its operating costs. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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

During the next year, the Company's foreseeable cash requirements will relate to continual development of the operations of its business, maintaining its good standing in the industry and continuing its marketing efforts. The Company may experience a cash shortfall and be required to raise additional capital.

Historically, the Company has financed its operations through private placements, Regulation A offerings, related party loans, convertible notes, and unsecured debt. Management may raise additional capital through future public or private offerings of the Company's stock or through loans from private investors, although there can be no assurance that it will be able to obtain such financing. The Company's failure to do so could have a material and adverse effect upon its operations and its stockholders.

NOTE 4 – PREPAID AND OTHER CURRENT ASSETS

Prepaid and other current assets at September 30, 2024 and December 31, 2023 consisted of the following:


	September 30,		December 31,
	2024		2023
Other receivable	$	127,569	$	312,116
Prepaid expenses		1,203,450		738,050
Advance payment		21,000		21,000
Tax receivable		52,294		428
Deposit for acquisition of asset		357,500		357,500
Security deposit		128,703		20,000
	$	1,890,516	$	1,449,094

NOTE 5 – PROPERTY AND EQUIPMENT

Property and equipment at September 30, 2024 and December 31, 2023 consisted of the following:


	September 30,			December 31,
	2024			2023
Telecommunication equipment	$	709,417		$	386,700
Telecommunication software		676,403			836,840
Other equipment		152,671			99,892
Total property and equipment		1,538,491			1,323,432
Accumulated depreciation and amortization		(959,757	)		(800,435	)
Property and equipment, net	$	578,734		$	522,997

Depreciation expense for the nine months ended September 30, 2024 and 2023 amounted to $104,061 and $103,246, respectively.

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NOTE 6 –LOANS PAYABLE

Loans payable at September 30, 2024 and December 31, 2023 consisted of the following:

	September 30,			December 31,				Interest
	2024			2023			Term	rate
Martus	$	103,738		$	103,738		Note was issued on October 23, 2018 and due on January 2, 2025		5.0	%
Darlene Covid19		80,019			99,099		Note was issued on April 1, 2020 and due on March 31, 2025		0.0	%
Promissory note payable		—			165,000		Note was issued April 4, 2023 and due on April 4, 2024		24.0	%
Promissory note payable		217,391			—		Note was issued June 11, 2024 and due on June 11, 2025		2.0	%⁽²⁾
Promissory note payable - acquisition of QXTEL		1,500,000			—		Note was issued April 1, 2024 and due on June 30, 2025		4.89	%
Promissory note payable		271,739			—		Note was issued July 16, 2024 and due on July 16, 2025		2.0	%⁽²⁾
Promissory note payable		271,739			—		Note was issued July 31, 2024 and due on July 31, 2025		2.0	%⁽²⁾
Promissory note payable		190,217			—		Note was issued September 23, 2024 and due on September 23, 2025		2.0	%⁽²⁾
Future receipts loan		891,650			—		Loan was issued September 9, 2024 and due in August 2025		Effective rate 92.2	%⁽¹⁾
Total		3,526,493			367,837
Less: Unamortized debt discount		(294,484	)		(3,750	)
Total loans payable		3,232,009			364,087
Less: Current portion of loans payable		(3,232,009	)		(264,988	)
Long-term loans payable	$	—		$	99,099

(1)	The purchase price is $665,000, net of financing fee of $13,425, and the amount to be paid is $651,575. The monthly payment amount is $81,009.
(2)	monthly interest rate.

During the nine months ended September 30, 2024 and 2023, the Company repaid the principal amount of $669,121 and $9,006, respectively.

During the nine months ended September 30, 2024, the Company settled 2 loans as follows:

	•	Principal amount and accrued interest of a note payable issued in April 2023 by issuing 1,770,000 shares of common stock. As a result, the Company recorded a loss on settlement of debt of $102,660.
	•	Principal amount of future receipts loan issued in April 2024 by early settlement. As a result, the Company recorded a loss on settlement of debt of $27,537.

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Loans payable - related parties at September 30, 2024 and December 31, 2023 consisted of the following:

	September 30,		December 31,			Interest
	2024		2023		Term	rate
49% of Shareholder of SwissLink	$	21,606	$	21,606	Note is due on demand		0	%
49% of Shareholder of SwissLink		237,841		237,841	Note is due on demand		5	%
Minority Shareholder of QXTEL		666,622		—	Note is due on October 1, 2025		4.89	%
Total		926,069		259,447
Less: Current portion of loans payable - related parties		926,069		259,447
Long-term loans payable - related parties	$	—	$	—

During the nine months ended September 30, 2024 and 2023, the Company recorded interest expense of $121,806 and $22,417, respectively, and recognized amortization of discount, included in interest expense, of $163,406 and $7,406, respectively.

NOTE 7 - CONVERTIBLE NOTES

Convertible notes at September 30, 2024 and December 31, 2023 consisted of the following:


	September 30,			December 31,
	2024			2023
Issued in fiscal year 2023	$	28,193		$	369,044
Issued in fiscal year 2024		4,011,775			—
Total convertible notes payable		4,039,968			369,044
Less: Unamortized debt discount		(490,022	)		(39,012	)
Total convertible notes		3,549,946			330,032

Less: current portion of convertible notes		3,549,946			330,032
Long-term convertible notes	$	—		$	—

During the nine months ended September 30, 2024 and 2023, the Company recorded interest expense of $555,092 and $13,668, respectively, and recognized amortization of discount, included in interest expense, of $693,516 and $13,904, respectively.

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Issued in fiscal year 2023

During the year ended December 31, 2023, the Company borrowed $284,760 and $256,760 from a third party totaling $541,520, which includes original issue discount and financing costs of $66,520. The notes are due on June 1, 2024 and October 15, 2024, and a one-time interest charge of 12% shall be applied. Accrued, unpaid interest and outstanding principal shall be paid in 10 payments each in the amount of $31,893 and $28,757 beginning on July 16, 2023 and January 15, 2024, respectively. The notes are convertible at the option 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 common stock during the 10 trading days prior to the conversion date.

Issued in fiscal year 2024

On January 24, 2024, we entered into a securities purchase agreement (the “SPA”) with M2B Funding Corp., a Florida corporation, for it to purchase up to the principal amount of $3,888,889 in secured convertible promissory notes (the “Notes”) for an aggregate purchase price of $3,500,000 (the “Purchase Price”), which Notes are convertible into shares (“Conversion Shares”) of our common stock with an initial conversion price of $0.11 per share. Each noteholder shall receive shares of common stock (“Kicker Shares”) in an amount equal to ten percent of the principal amount of any Note issued divided by $0.11. The Notes are secured by all of our assets under a Security Agreement signed with the SPA.

The initial tranche was executed in January 2024 for $2,222,222 in face value of Notes and 2,020,200 Kicker Shares, with an original issue discount of $222,222; second and third tranches were executed in March 2024 for $1,111,111 and $555,556, respectively, in face value of Notes and 1,010,101 and 505,051 Kicker Shares, with an original issue discount of $111,111 and $55,556, respectively. Each one year note bears interest at 18% per annum.

Additionally, during the nine months ended September 30, 2024, the Company borrowed amounts from a third party totaling $665,360, which includes original issue discount and financing costs of $105,360.

Principal		Issuance		Maturity		Interest			Payment
amount		date		date		rate			schedule
$	146,900		March 7, 2024		January 15, 2025		12	%	10 payments each in the amount of $16,453 beginning on April 15, 2024
$	177,100		March 7, 2024		January 15, 2025		14	%	5 payments, one payment of $100,947 and four payments of $25,237, beginning in September 2024
$	179,400		July 10, 2024		April 30, 2025		14	%	9 payments each in the amount of $22,724 beginning on August 30, 2024
$	151,960		September 16, 2024		July 15, 2025		14	%	5 payments, one payment of $86,617 and four payments of $21,654, beginning in March 2025

The notes are convertible at the option 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 common stock during the 10 trading days prior to the conversion date.

Conversion

During the nine months ended September 30, 2024, the Company converted notes with principal amounts of $333,333 and conversion fee of $3,750 into 3,064,394 shares of common stock.

NOTE 8 – STOCKHOLDERS’ EQUITY

Common Stock

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

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During the nine months ended September 30, 2024, the Company issued 14,047,021 shares of common stock, valued at fair market value on issuance as follows:

•

450,000 shares for compensation to our directors valued at $109,485;

•

1,770,000 shares for settlement of debt valued at $279,660;

•

3,535,354 shares in conjunction with convertible notes valued at $597,777;

•

5,227,273 shares for exercise of warrants for $575,000; and

•

3,064,394 shares for conversion of debt of $337,083.

As of September 30, 2024 and December 31, 2023, 186,176,651 and 172,129,630 shares of common stock were issued and outstanding, respectively.

Stock payable

During the nine months ended September 30, 2024, the Company received cash of $100,000 for 2,450,000 shares to be issued.

As of September 30, 2024 and December 31, 2023, the Company recorded stock payable of $171,061 and $71,061 under additional paid in capital for 2,586,452 and 136,452 shares to be issued, respectively.

Preferred Stock

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

Series A Preferred Stock

On November 3, 2020, pursuant to Article III of our Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock entitled Series A Preferred Stock, consisting of up 10,000 shares, par value $0.001. Under the Certificate of Designation, holders of Series A Preferred Stock will participate on an equal basis per-share with holders of our common stock in any distribution upon winding up, dissolution, or liquidation. Holders of Series A Preferred Stock are entitled to vote together with the holders of our common stock on all matters submitted to stockholders at a rate of 51% of the total vote of stockholders.

The rights of the holders of Series A Preferred Stock are defined in the relevant Certificate of Designation filed with the Nevada Secretary of State on November 3, 2020

As of September 30, 2024 and December 31, 2023, 10,000 shares of Series A Preferred Stock were issued and outstanding.

Series B Preferred Stock

On November 11, 2020, pursuant to Article III of our Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock entitled Series B Preferred Stock, consisting of up 200,000 shares, par value $0.001. Under the Certificate of Designation, holders of Series B Preferred Stock will receive a liquidation preference of $81 per share in any distribution upon winding up, dissolution, or liquidation of the Company before junior security holders, as provided in the designation. Holders of Series B Preferred Stock are entitled to receive as, when, and if declared by the Board of Directors, dividends in kind at an annual rate equal to twenty four percent (24%) of $81 per share for each of the then outstanding shares of Series B Preferred Stock, calculated on the basis of a 360-day year consisting of twelve 30-day months. Holders of Series B Preferred Stock do not have voting rights but may convert into common stock after twelve months from the issuance date, at a conversion rate of one thousand (1,000) shares of Common Stock for every one (1) share of Series B Preferred Stock. Upon conversion, the shares are subject to a one-year restriction on sales into the market of no more than 5% previous month’s stock liquidity.

As of September 30, 2024 and December 31, 2023, 31,080 shares of Series B Preferred Stock were issued and outstanding.

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Series C Preferred Stock

On January 7, 2021, pursuant to Article III of our Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock entitled Series C Preferred Stock, consisting of up 200,000 shares, par value $0.001. Under the Certificate of Designation, holders of Series C Preferred Stock will rank junior to the Series B Preferred Stock, but on par with common stock and Series A Preferred Stock in any distribution upon winding up, dissolution, or liquidation of the company, as provided in the designation. The holders of shares of Series C Preferred Stock have no dividend rights except as may be declared by the Board in its sole and absolute discretion, out of funds legally available for that purpose. Holders of Series 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, 2024 and December 31, 2023, no Series C Preferred Stock was issued or outstanding.

Series D Preferred Stock

On November 3, 2023, pursuant to Article III of our Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock entitled Series D Preferred Stock, consisting of up 75,000 shares, par value $0.001. Under the Certificate of Designation, in the event of any dissolution, liquidation or winding up of the Corporation, the Holders of Series D Preferred Stock shall be entitled to participate in any distribution out of the assets of the Corporation before the holders of the Common Stock, Series A Preferred Stock and Series C Preferred Stock, but shall be considered on parity to the liquidation rights of the Series B Preferred Stockholders. The holders of shares of Series D 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 D Preferred Stock do not have voting rights but may convert into common stock at a conversion rate of one thousand (1,000) shares of Common Stock for every one (1) share of Series D Preferred Stock.

The rights of the holders of Series D Preferred Stock are defined in the relevant Certificate of Designation filed with the Nevada Secretary of State on November 3, 2023.

As of September 30, 2024 and December 31, 2023, no Series D Preferred Stock was issued or outstanding.

NOTE 9 - RELATED PARTY TRANSACTIONS

Due from related party

As of September 30, 2024 and December 31, 2023, the Company had amounts due from related parties of $635,715 and $340,515, respectively. The loans are unsecured, non-interest bearing and due on demand.

Due to related parties

As of September 30, 2024 and December 31, 2023, 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 nine months ended September 30, 2024 and 2023, the Company recorded management salaries of $634,500 and $402,000, respectively, and stock-based compensation bonuses of $109,485 and $30,945, respectively.

As of September 30, 2024 and December 31, 2023, the Company recorded and accrued management salaries of $316,448 and $100,128, respectively.

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NOTE 10 – 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 months. For the nine months ended September 30, 2024 and 2023, the Company incurred rent expense of $21,335 and $4,048, respectively.

NOTE 11 – ACQUISITION

On January 19, 2024, we entered into a Share Purchase Agreement (“Purchase Agreement”) with Yukon River Holdings, Ltd. (“Yukon River”), a corporation formed under the laws of the British Virgin Islands (“Seller”) concerning the contemplated sale by Seller and the purchase by us of 51% of the ordinary shares Seller holds in QXTEL LIMITED (“QXTEL”), a company incorporated in England and Wales.

The purchase price (the “Purchase Price”) payable to the Seller for the shares is $5,000,000. Upon the execution of the Purchase Agreement, we agreed to deposit $1,500,000 of the Purchase Price into the trust account of a law firm acting as escrow agent (the “Escrow Agent”) as a nonrefundable deposit to evidence our good faith intention to purchase the shares, which was credited against the Purchase Price.

At closing, in addition to the $1,500,000 with the Escrow Agent that formed part of the Purchase Price, we were required to pay $1,500,000 in cash and $2,000,000 to the Seller, either (A) in the form of a promissory note (the “Promissory Note”), or (B) by the delivery of iQSTEL shares to Seller. Seller could decide the form of payment between the Promissory Note or the shares of iQSTEL, and if a Promissory Note was chosen, we agreed to allow Seller the option to exchange the Promissory Note for shares of iQSTEL. On June 27, 2024, we entered into a second amendment to the Purchase Agreement (the “Amendment”) that required us to issue an amended and restated promissory note to the Seller. We had paid down $200,000 of the note, so the amended and restated promissory note was issued in the principal amount of US $1,800,000. The amended and restated promissory note also changed the payment structure, from installment payments of $200,000 for each of the months of May through November ($1,400,000) with a balloon payment of $600,000, to monthly installments of $75,000 plus interest during 2024, and $212,500 plus interest during the first 6 months of 2025. We also revised the Earnout Payment due to the Seller. The Earnout Payment was redefined at $721,035 net income, to be achieved in Q2, Q3 and Q4 of 2024. The $1,000,000 payment that IQSTEL has to pay upon achievement of the Earnout Payment will be paid during the first half of 2025, in monthly installments.

During the nine months ended September 30, 2024, the Company repaid $500,000 on the Promissory Note.

The acquisition was closed on April 1, 2024. QXTEL has been included in our consolidated results of operations since the acquisition date.

The following table summarizes the fair value of the consideration paid by the Company:

	April 1,
Fair Value of Consideration:	2024
Cash	$	3,000,000
Promissory note		2,000,000
Contingent liability		1,000,000
Total Purchase Price	$	6,000,000

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


Total purchase price	$	6,000,000

Cash		769,879
Accounts receivable		14,946,919
Due from related party		208,550
Other asset		214,564
Equipment		30,963
Total identifiable assets		16,170,875

Accounts payable		(14,796,505	)
Other current liabilities		(403,584	)
Total liabilities assumed		(15,200,089	)
Net assets		970,786

Non-controlling interest - 49%		475,685
Total net assets		495,101
Goodwill	$	5,504,899

Unaudited combined proforma results of operations for the nine months ended September 30, 2024 and 2023 as though the Company acquired QXTEL on January 1, 2023, are set forth below:


	Nine Months Ended
	September 30,
	2024			2023
Revenues	$	212,029,873		$	156,944,034
Cost of revenues		205,899,685			150,745,335
Gross profit		6,130,188			6,198,699

Operating expenses		6,773,339			5,747,451
Operating loss		(643,151	)		451,248

Other income (expense)		(2,646,275	)		224,938
Income tax		(134,880	)		(203,975	)
Net income (loss)	$	(3,424,306	)	$	472,211

NOTE 12 - SEGMENT

At September 30, 2024 and December 31, 2023, the Company operates in one industry segment, telecommunication services, and three geographic segments, USA, UK and Switzerland, where current assets and equipment are located.

Operating Activities

The following table shows operating activities information by geographic segment for the three and nine months ended September 30, 2024 and 2023:

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Three months ended September 30, 2024


	USA			Switzerland			UK			Elimination			Total
Revenues	$	36,604,753		$	1,048,201		$	17,202,173		$	(605,513	)	$	54,249,614
Cost of revenue		35,614,356			822,312			16,165,751			(372,724	)		52,229,695
Gross profit		990,397			225,889			1,036,422			(232,789	)		2,019,919

Operating expenses
General and administration		1,303,275			257,881			748,105			(232,789	)		2,076,472

Operating income (loss)		(312,878	)		(31,992	)		288,317			—			(56,553	)

Other expense		(633,774	)		(6,544	)		(6,528	)		—			(646,846	)

Income tax expense		—			(162	)		(69,443	)		—			(69,605	)

Net income (loss)	$	(946,652	)	$	(38,698	)	$	212,346		$	—		$	(773,004	)

Three months ended September 30, 2023


	USA			Switzerland			Elimination			Total
Revenues	$	39,390,527		$	1,498,054		$	(1,131,378	)	$	39,757,203
Cost of revenue		38,593,585			1,266,475			(1,131,378	)		38,728,682
Gross profit		796,942			231,579			—			1,028,521

Operating expenses
General and administration		770,467			187,301			—			957,768

Operating income		26,475			44,278			—			70,753

Other expense		(23,893	)		(951	)		—			(24,844	)

Net income	$	2,582		$	43,327		$	—		$	45,909

Nine months ended September 30, 2024


	USA			Switzerland			UK			Elimination			Total
Revenues	$	135,649,542		$	3,157,073		$	48,676,228		$	(3,136,431	)	$	184,346,412
Cost of revenue		132,502,666			2,542,555			46,596,108			(2,903,642	)		178,737,687
Gross profit		3,146,876			614,518			2,080,120			(232,789	)		5,608,725

Operating expenses
General and administration		4,262,032			701,426			1,414,008			(232,789	)		6,144,677

Operating income (loss)		(1,115,156	)		(86,908	)		666,112			—			(535,952	)

Other income (expense)		(2,666,763	)		33,544			(13,056	)		—			(2,646,275	)

Income tax expense		—			(162	)		(134,718	)		—			(134,880	)

Net income (loss)	$	(3,781,919	)	$	(53,526	)	$	518,338		$	—		$	(3,317,107	)

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Nine months ended September 30, 2023


	USA			Switzerland			Elimination			Total
Revenues	$	97,198,336		$	4,179,569		$	(4,129,344	)	$	97,248,561
Cost of revenue		94,779,408			3,568,774			(4,129,344	)		94,218,838
Gross profit		2,418,928			610,795			—			3,029,723

Operating expenses
General and administration		2,966,908			562,310			—			3,529,218

Operating income (loss)		(547,980	)		48,485			—			(499,495	)

Other income (expense)		249,286			(24,348	)		—			224,938

Net income (loss)	$	(298,694	)	$	24,137		$	—		$	(274,557	)

Asset Information

The following table shows asset information by geographic segment as of September 30, 2024 and December 31, 2023:


September 30, 2024	USA		Switzerland		UK		Elimination			Total
Assets
Current assets	$	8,735,079	$	850,772	$	10,792,038	$	(712,903	)	$	19,664,986
Non-current assets	$	23,373,710	$	830,653	$	754,331	$	(12,184,562	)	$	12,774,132
Liabilities
Current liabilities	$	13,130,629	$	1,705,110	$	9,943,398	$	(712,903	)	$	24,066,234
Non-current liabilities	$	139	$	169,599	$	113,848	$	—		$	283,586


December 31, 2023	USA		Switzerland		Elimination			Total
Assets
Current assets	$	14,537,969	$	1,874,627	$	(693,424	)	$	15,719,172
Non-current assets	$	11,810,606	$	810,437	$	(6,184,562	)	$	6,436,481
Liabilities
Current liabilities	$	11,978,244	$	2,556,124	$	(693,424	)	$	13,840,944
Non-current liabilities	$	139	$	268,698	$	—		$	268,837

NOTE 13 – WARRANTS

On February 12, 2024, we issued a Common Stock Purchase Option (the “Option”) to ADI Funding LLC (“ADI Funding”) for $100,000 that expires on December 31, 2024, for the right to acquire up to 10,000,000 shares of common stock. The exercise price per share of the common stock under the Option shall be (i) 70% of the VWAP of the common stock during the then 10 Trading Days immediately preceding, but not including the date of exercise if the VWAP is below $2.00 or (ii) seventy five percent (75%) of the VWAP of the common stock during the then 10 Trading Days immediately preceding, but not including the date of exercise if the VWAP is equal or above $2.00.

ADI Funding has the right and the obligation to exercise, on a “cash basis”, not less than (i) 2,000,000 of the shares of common stock underlying the option not later than the later of March 31, 2024 or the date on which there is an effective registration statement permitting the resale of the shares by ADI Funding. From and after the occurrence of the above-referenced exercise, each additional exercise of the Option shall be in an amount not less than 1,000,000 shares, which shall occur every thirty (30) days and shall be exercised only on a cash basis. ADI Funding’s obligation to exercise each specified portion of the Option is subject to the exercise price being not less than $0.11

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If the Company issues securities less than the exercise price of the option, ADI Funding has a right to also use that lesser price in the exercise of its Option. The Option also contains rights to any Company distributions and consideration in fundamental transactions.

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

The Company determined that the warrants had net cash settlement and categorized the warrants as a liability in the accompanying consolidated financial statements.

A summary of activity regarding warrants issued as follows:


	Warrants Outstanding
				Weighted Average		Weighted Average Remaining
	Shares			Exercise Price		Contractual life (in years)

Outstanding, December 31, 2023		—		$	—		—
Granted		10,000,000			0.88		0.88
Exercised		(5,227,273	)		0.11		—
Forfeited/canceled		—			—		—
Outstanding, September 30, 2024		4,772,727		$	0.11		0.25

The intrinsic value of the warrants as of September 30, 2024 is approximately $253,000. All of the outstanding warrants are exercisable as of September 30, 2024; however, each exercise is subject to a beneficial ownership limitation of 4.99% of the Company’s outstanding common stock, which, upon notice, may be increased to 9.99%.

Fair Value Assumptions Used in Accounting for Derivative Liabilities

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

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 September 30, 2024. The Black-Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement.

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As of September 30, 2024, the estimated fair values of the liabilities measured on a recurring basis are as follows:


Expected term			0.25 - 0.65 years
Expected average volatility			78% - 118%
Expected dividend yield			—
Risk-free interest rate			4.73% - 5.44%

The following table summarizes the changes in the derivative liabilities during the nine months ended September 30, 2024:

Fair Value Measurements Using Significant Observable Inputs (Level 3)

Balance - December 31, 2023		—

Addition of new derivatives recognized as cash received		100,000
Exercise on issuance of common stock		(885,843	)
Change in fair value of the warrant		1,063,789
Balance - September 30, 2024	$	277,946

NOTE 14 – SUBSEQUENT EVENTS

Subsequent to September 30, 2024, and through the date that these financials were made available, the Company had the following subsequent events:

On May 10, 2024, the Company entered into a Purchase Company Agreement with Omar Luna and Lynk Holding LLC (together, the “Seller”) concerning the sale by Seller and the purchase by us of 51% of the membership interests the Seller holds in Lynk Telecom, LLC, a Virginia limited liability company. The Company subsequently elected to halt the due diligence and there are no assurances that the proposed deal will close as planned.

On October 18, 2024, we entered into a Memorandum of Understanding (the “Agreement”) with M2B Funding Corp. to extend the maturity date on three promissory notes in exchange for stock consideration. Pursuant to the Agreement, the following promissory notes were extended by 12 months from their original date of maturity:

	•	First Note: Originally due January 1, 2025, with an outstanding amount of $1,888,888.89, now extended to January 1, 2026.
	•	Second Note: Originally due March 12, 2025, with an outstanding amount of $1,111,111.11, now extended to March 12, 2026.
	•	Third Note: Originally due March 25, 2025, with an outstanding amount of $555,555.56, now extended to March 25, 2026.

In consideration for this extension, we agreed to issue 646,467 restricted common shares to M2B Funding Corp.

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On November 1, 2024, we entered into a binding Memorandum of Understanding (the “Agreement”) with Mr. Ralf Koehler ("Ralf"), SwissLink Carrier Ltd., ("SwissLink") and Impact Trading & Consulting LLC ("Impact") for the purpose of outlining the understanding regarding the exchange of 49% ownership in SwissLink for our shares. Pursuant to the Agreement, the parties agreed that the execution of the final agreement will be subject to mutual consent and negotiations based on the terms already agreed below:

	•	The agreed valuation to purchase Ralf’s 49% ownership interest in SwissLink is set at $750,000 USD.
	•	The term of this agreement will be for five (5) years plus six (6) months (“Termination Date”), commencing on the date of the execution of the final agreement ("Final Agreement").
	•	Ownership will be transferred from Ralf to us in tranches, with each tranche comprising up to 10% of ownership per year.
	•	The option to execute each tranche can be initiated by Ralf within each one-year period through the submission of a "trigger letter" by e-mail to us. If Ralf does not exercise his right to trigger the agreement during any year, we reserve the right to initiate the tranche execution at any point thereafter.
	•	Share Calculation: The number of iQSTEL shares to be provided in exchange for each tranche will be determined based on the lowest closing price of iQSTEL shares over the 90 days preceding the delivery of the trigger letter.
	•	Discount: Ralf will receive a 20% discount on the above calculated share price; provided however, that the above calculated share price, without the discount, shall count toward the purchase price in determining whether Ralf has received the full $750,000 USD valuation for his 49% ownership interest in SwissLink.
	•	If, after the execution of all tranches, Ralf has not received the full $750,000 USD valuation, we or our legal successor will pay the difference in cash until the full valuation is realized based on the Weighted Volume Average Price (WVAP) of our shares for the last 15 trading days prior to the Termination Date for shares still in Ralf's possession, and/or the actual selling price for shares already sold by Ralf.

In addition, under the Agreement, Impact agreed to render advisory services up to 60 hours per month to SwissLink and ETELIX, our wholly owned subsidiary, at 8,000 CHF per month (excluding VAT) for a maximum of two years.

Next, SwissLink acknowledges a debt of 200,000 CHF owed to Ralf, which will be repaid in monthly installments of 8,000 CHF until the debt is fully repaid.

Finally, Ralf will continue to grant SwissLink non-exclusive access to the VAMP platform, with the same cost and expense structure as outlined in the Share Purchase Agreement between iQSTEL and Ralf, dated April 1, 2019.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This quarterly report contains forward-looking statements. Forward-looking statements are projections of events, revenues, income, future economic performance or management’s plans and objectives for our future operations. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” and the risks set out below, any of which may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks include, by way of example and not in limitation:

•

the uncertainty of profitability based upon our history of losses;

•

legislative or regulatory changes concerning telecommunications;

•

risks related to failure to obtain adequate financing on a timely basis and on acceptable terms;

•

risks related to our operations and uncertainties related to our business plan and business strategy;

•

changes in economic conditions;

•

uncertainty with respect to intellectual property rights, protecting those rights and claims of infringement of other’s intellectual property;

•

competition; and

•

cybersecurity concerns.

This list is not an exhaustive list of the factors that may affect any of our forward-looking statements. These and other factors should be considered carefully, including those contained in our Annual Report on Form 10-K under “Risk Factors” for the year ended December 31, 2023, and readers should not place undue reliance on our forward-looking statements. Forward looking statements are made based on management’s beliefs, estimates and opinions on the date the statements are made, and we undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Overview

iQSTEL Inc. (www.iqstel.com) is a technology company with a presence in 20 countries and over 100 employees that offers leading-edge services through its four business divisions in the telecommunications, electric vehicle (EV), fintech, and AI-enhanced metaverse industries. Our presence is global, with offices in Miami, Venezuela, Argentina, UK, Switzerland, Turkey, and Dubai, we target diverse and high-growth markets. We maintain more than 400 high value network interconnections around the world, delivering international voice, SMS, and connectivity services that form the core of our business. The company’s strategy focuses on leveraging synergies between its 11 subsidiaries to drive innovation and capture emerging opportunities.

Our Telecom Division, which represents the majority of current operations and which also represents the source for all of our revenues for the financial periods presented, offers VoIP, SMS, proprietary Internet of Things (IoT) solutions (www.iotsmartgas.com and www.iotsmarttank.com), and international fiber-optic connectivity through its subsidiaries: Etelix (www.etelix.com), SwissLink Carrier (www.swisslink-carrier.com), Smartbiz Telecom (www.smartbiztel.com), Whisl Telecom (www.whisl.com), IoT Labs (www.iotlabs.mx), QGlobal SMS (www.qglobalsms.com), and QXTEL Limited (www.qxtel.com).

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Also under the Telecom Division, our developing BlockChain Platform Business Line (www.itsbchain.com) offers our proprietary Mobile Number Portability Application (MNPA) to serve the in-country portability needs through its subsidiary, itsBchain.

Our developing Fintech Business Line (www.globalmoneyone.com) (www.maxmo.vip) offers a complete Fintech ecosystem MasterCard Debit Card, US Bank Account (No SSN Needed), Mobile App/Wallet (Remittances, Mobile Top Up). Our Fintech subsidiary, Global Money One, is to provide immigrants access to reliable financial services that makes it easier to manage their money and stay connected with their families back home.

Our developing Electric Vehicle (EV) Business Line (www.evoss.net) offers electric motorcycles for work and recreational use in the USA, Spain, Portugal, Panama, Colombia, and Venezuela. EVOSS is also working on the development of an EV Mid Speed Car to serve the niche of the 2nd car in the family.

Our developing Artificial Intelligence (AI)-Enhanced Metaverse Division (information and content) (www.realityborder.com) is currently developing a groundbreaking white-label solution designed specifically for corporations, businesses, and the telecommunications industry. Delivering a full suite of immersive content services, creating a comprehensive virtual experience that can be accessed through the Web or our proprietary mobile apps. The features include up to four simultaneous video screens for versatile content presentation, various virtual halls such as the main hall, home hall, auditorium, exhibition space, shopping center, and meeting rooms. Stands for mobile application downloads, clickable gates for immediate purchasing, and direct communication tools are seamlessly integrated to foster collaboration, engagement, and interactivity. It goes beyond traditional virtual spaces by utilizing cutting-edge AI technology. This ensures video conferencing and real-time communication with other users within the Metaverse, offering our customers a collective and fully immersive experience that caters to diverse needs such as content acquisition, entertainment, and shared virtual experiences. It is a future-ready platform that encourages creativity, connectivity, and collaboration like never before.

Our developing metaverse leverages advanced AI to introduce Non-Player Characters (NPCs) that significantly enhance user engagement and functionality within virtual environments. These NPCs are not mere static elements; rather, they are powered by OpenAI's latest language models, enabling dynamic interaction with users. This AI-driven interaction allows NPCs to serve as sales and brand assistants, guiding users through immersive experiences that can extend to purchasing products from external websites. Furthermore, these intelligent agents can control access to gated spaces within the metaverse based on user interactions, showcasing a personalized approach to user experience.

A key innovation in our AI implementation is the NPCs' ability to autonomously make decisions based on their understanding of user interactions. This is achieved through state-of-the-art natural language processing and understanding capabilities, which are supported in seven languages. Additionally, our NPCs utilize advanced text-to-speech and speech-to-text technologies to facilitate seamless communication with users across diverse linguistic backgrounds. The incorporation of "function call" features further enhances the NPCs' ability to perform complex tasks and interact meaningfully with the environment and the users.

Our reference to our technology as "cutting-edge" is grounded in our commitment to continuous improvement and innovation. We consistently integrate the latest advancements in AI, particularly in the areas of chatbots, language understanding, and user interaction technologies. This ensures that our metaverse remains at the forefront of AI application in virtual spaces, offering an unparalleled user experience that goes beyond traditional virtual environments.

We are currently in an advanced phase of development, with ongoing enhancements to AI functionalities and user interaction models. Our team is dedicated to exploring and implementing the latest AI technologies to ensure that our metaverse remains a leading example of innovation in virtual space technology.

The information contained on our websites is not incorporated by reference into this prospectus and should not be considered part of this or any other report filed with the SEC.

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Results of Operations

Revenues

Our total revenue reported for the three months ended September 30, 2024 was $54,249,614, compared with $39,757,203 for the three months ended September 30, 2023. These numbers reflect an increase of 36.45% quarter over quarter on our consolidated revenues. Our total revenue reported for the nine months ended September 30, 2024 was $184,346,412, compared with $97,248,561 for the nine months ended September 30, 2023. These numbers reflect an increase of 89.56% year over year on our consolidated revenues.

When looking at the numbers by subsidiary, we have the following breakout for the three and nine months ended September 30, 2024 compared to the three and nine months ended September 30, 2023:

	Revenue for the Three Months Ended September						Revenue for the Nine Months Ended September
Subsidiary	2024			2023			2024			2023
Etelix.com USA, LLC	$	9,781,863		$	10,344,008		$	43,124,776		$	25,635,273
SwissLink Carrier AG		1,048,201			1,498,054			3,157,073			4,179,569
QGlobal LLC		290,256			462,331			1,119,332			780,934
IoT Labs LLC		21,738,854			20,802,592			70,525,343			53,279,140
Smartbiz Telecom		4,145,464			6,915,218			17,321,777			14,102,902
Whisl Telecom		648,316			866,406			3,558,314			3,400,087
QXTEL Limited		17,202,173			—			48,676,228			—
Inter-company sales		(605,513	)		(1,131,406	)		(3,136,431	)		(4,129,344	)
	$	54,249,614		$	39,757,203		$	184,346,412		$	97,248,561

The continued growth of our revenue is the result of the development of our business strategy, which includes the strengthening of our commercial and operating activities and the synergies among all our subsidiaries.

Cost of Revenues

Our total cost of revenues for the three months ended September 30, 2024 increased to $52,229,695, compared with $38,728,682 for the three months ended September 30, 2023. Our total cost of revenues for the nine months ended September 30, 2024 increased to $178,737,687, compared with $94,218,838 for the nine months ended September 30, 2023.

When looking at the numbers by subsidiary, we have the following breakout for the three and nine months ended September 30, 2024 compared to the three and nine months ended September 30, 2023:

	Cost of Revenue for the Three Months Ended September						Cost of Revenue for the Nine Months Ended September
Subsidiary	2024			2023			2024			2023
Etelix.com USA, LLC	$	9,628,110		$	10,224,778		$	42,690,403		$	25,364,275
SwissLink Carrier AG		822,313			1,266,475			2,542,555			3,568,774
QGlobal LLC		236,530			306,745			817,913			516,018
IoT Labs LLC		21,352,526			20,575,212			69,379,146			52,665,861
Smartbiz Telecom		3,894,823			6,697,793			16,622,745			13,435,881
Whisl Telecom		502,365			789,056			2,992,459			2,797,373
QXTEL Limited		16,165,752			—			46,596,108			—
Inter-company sales		(372,724	)		(1,131,377	)		(2,903,642	)		(4,129,344	)
	$	52,229,695		$	38,728,682		$	178,737,687		$	94,218,838

Our cost of revenues consists of direct charges from vendors that the Company incurs to deliver services to its customers. These costs primarily consist of usage charges for calls and SMS terminated in vendor’s network.

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The behavior in the costs shows a logical correlation with the behavior of the revenue commented above. We have reached a higher volume of sales and every additional unit sold (minutes and SMS) has its corresponding termination cost.

Gross Profit

The gross profit for the three months ended September 30, 2024 increased to $2,019,919 from $1,028,521 for the same period of year 2023. For the nine months ended September 30, 2024 the gross profit increased to $5,608,725 from $3,029,723 for the same period of year 2023.

It is important to remark on the evolution of the Gross Profit expressed as a percentage of Revenue. It went up to 3.72% for the three months ended September 2024 from 2.58% for the same period of 2023, but also from 2.75% for the three months ended June 30, 2024.

Operating Expenses

Operating expenses increased to $2,076,472 for the three months ended September 30, 2024 from $957,768 for the three months ended September 30, 2023.

Operating expenses increased to $6,144,677 for the nine months ended September 30, 2024 from $3,529,218 for the nine months ended September 30, 2023. The details by major category for the nine months ended September 30, 2024 and 2023 is reflected in the table below:

	Nine Months Ended September 30,
	2024		2023
Salaries, Wages and Benefits	$	2,351,471	$	1,218,946
Technology		879,182		273,786
Professional Fees		1,072,816		821,780
Legal and Regulatory		180,221		168,908
Bad Debt Expense		1,801		1,344
Travel and Events		167,757		119,845
Public Cost		93,646		28,526
Advertising		659,784		535,193
Insurances		41,576		10,543
Bank Services and Fees		127,594		44,136
Financial Costs		43,772		—
Depreciation and Amortization		104,061		103,246
Office, Facility and Other		311,511		172,020
Sub Total		6,035,192		3,498,273

Stock-based compensation		109,485		30,945
Total Operating Expense	$	6,144,677	$	3,529,218

The main reasons for the overall increase in operating expenses for the nine months ended September 30, 2024 compared to the same period of 2023 is due to the increase in salaries, wages and benefits; technology; the professional fees; office, facilities and other.

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As it can be seen in the table below, where operating expenses are shown by subsidiary, 56% of the total increase in operating expenses is due to the inclusion of QXTEL, which was not part of the group of companies in year 2023.

When looking at the numbers by subsidiary, we have the following breakout for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023:

	Nine Months Ended September 30,
	2024			2023		Difference
iQSTEL	$	2,024,621		$	1,346,415	$	678,206
Etelix		297,124			256,616		40,508
Swisslink		701,427			562,310		139,117
ItsBchain		14,582			28,945		-14,363
QGlobal		405,275			184,698		220,577
IoT Labs		190,179			112,033		78,146
Global Money One		550			47,759		-47,209
Smartbiz Telecom		684,061			526,079		157,982
Whisl Telecom		645,639			464,363		181,276
QXTEL Limited		1,414,008			—		1,414,008
Inter-company eliminations		(232,789	)		—		-232,789
	$	6,144,677		$	3,529,218	$	2,615,459

Operating Income

The Company had an operating loss of $56,553 for the three months ended September 30, 2024 compared with operating income of $70,753 for the three months ended September 30, 2023.

The Company had an operating loss of $535,952 for the nine months ended September 30, 2024 compared with an operating loss of $499,495 for the nine months ended September 30, 2023

Our Telecom Division, the division presently generating revenue, has positive operating income when presented separately from the rest of our Company. The expenses of our pre-revenue companies are set at the minimum required to finish the development of the product/services prior to market launch. When comparing the tables below, we can see a tremendous evolution of our telecom division comparing the revenues, gross profit and operating income for the three and nine months ended September 30, 2024 versus the same periods of year 2023. As we have indicated on several occasions, our strategy is to strengthen our telecommunications division so that it can serve as a lever for the development of new lines of business.

	Telecom Division				Pre-revenue companies						iQSTEL						Consolidated
	Three Months Ended September 30, 2024		Nine Months Ended September 30, 2024		Three Months Ended September 30, 2024			Nine Months Ended September 30, 2024			Three Months Ended September 30, 2024			Nine Months Ended September 30, 2024			Three Months Ended September 30, 2024			Nine Months Ended September 30, 2024
Revenues		54,249,614		184,346,412		—			—			—			—			54,249,614			184,346,412
Cost of revenue		52,229,695		178,737,687		—			—			—			—			52,229,695			178,737,687
Gross profit		2,019,919		5,608,725		—			—			—			—			2,019,919			5,608,725

Operating expenses
General and administration		1,471,644		4,104,924		348			15,132			604,480			2,024,621			2,076,472			6,144,677
Total Operating Expenses		1,471,644		4,104,924		348			15,132			604,480			2,024,621			2,076,472			6,144,677

Operating income/(loss)		548,274		1,503,801		(348	)		(15,132	)		(604,480	)		(2,024,621	)		(56,553	)		(535,952	)

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	Telecom Division				Pre-revenue companies						iQSTEL						Consolidated
	Three Months Ended September 30, 2023		Nine Months Ended September 30, 2023		Three Months Ended September 30, 2023			Nine Months Ended September 30, 2023			Three Months Ended September 30, 2023			Nine Months Ended September 30, 2023			Three Months Ended September 30, 2023		Nine Months Ended September 30, 2023
Revenues		39,757,203		97,248,561		—			—			—			—			39,757,203		97,248,561
Cost of revenue		38,728,682		94,218,838		—			—			—			—			38,728,682		94,218,838
Gross profit		1,028,521		3,029,723		—			—			—			—			1,028,521		3,029,723

Operating expenses
General and administration		645,260		2,106,099		(6,114	)		76,704			318,622			1,346,415			957,768		3,529,218
Total Operating Expenses		645,260		2,106,099		(6,114	)		76,704			318,622			1,346,415			957,768		3,529,218

Operating income/(loss)		383,261		923,625		6,114			(76,704	)		(318,622	)		(1,346,415	)		70,753		(499,495	)

Other Expenses/Other Income

We had other expenses of $2,646,275 for the nine months ended September 30, 2024, as compared with other income of $224,938 for the same period ended 2023. The difference between the compared periods is primarily in due to a change in fair value of derivative liabilities of $(1,063,789); and Interest Expense of $(1,533,820).

Net Income/Loss

The Company finished the three months ended September 30, 2024 with a net loss of $773,004, as compared to a net income $45,909 during the three months ended September 30, 2023. The Company finished the nine months ended September 30, 2024 with a loss of $3,317,107, as compared to a loss of $274,557 during the nine months ended September 30, 2023.

The net results of the periods reported are highly impacted by the expenses in the holding entity (iQSTEL), which has a high component of interest and other financial expenses related to the funds borrowed for the acquisition of QXTEL Limited.

Liquidity and Capital Resources

As of September 30, 2024, we had total current assets of $19,664,986 and current liabilities of $24,066,234, resulting in a negative working capital of $4,401,248. This compares with a positive working capital of $1,878,228 at December 31, 2023.

Our operating activities used $2,526,651 in the nine months ended September 30, 2024 as compared with $434,701 used in operating activities in the nine months ended September 30, 2023.

Investing activities used $2,950,367 for the nine months ended September 30, 2024 as compared with $340,583 used in investing activities in the nine months ended September 30, 2023. Use of funds in investing activities were primarily for the acquisition of subsidiary (QXTEL) for $2,730,121.

Financing activities provided $6,239,489 in the nine months ended September 30, 2024 compared with $1,454,756 provided in the nine months ended September 30, 2023. Our positive financing cash flow in 2024 was largely the result of the proceeds from convertible notes of $3,997,500, funds used in the acquisition of QXTEL.

We intend to fund operations through increased sales and debt and/or equity financing arrangements to strengthen our liquidity and capital resources. We also plan to seek additional financing in a private equity offering to secure funding for operations. There can be no assurance that we will be successful in raising additional funding. If we are not able to secure additional funding, the implementation of our business plan will be impaired. There can be no assurance that such additional financing will be available to us on acceptable terms or at all.

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Inflation

Although our operations are influenced by general economic conditions, we do not believe that inflation had a material effect on our results of operations during the nine-month period ended September 30, 2024.

Critical Accounting Polices

A “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

Our accounting policies are discussed in detail in the footnotes to our Annual Report on Form 10-K for the year ended December 31, 2023 and in the footnotes to our financial statements included in this Quarterly Report on Form 10-Q for the nine months ended September 30, 2024. We consider our critical accounting policies to be those related to warrant accounting and complex debt instruments, allowance for doubtful accounts, valuation of long-lived assets, and income taxes. Management bases its estimates and judgments on historical experience and other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. See the Consolidated Financial Statements in this Quarterly Report for a complete discussion of our significant accounting policies.

Off Balance Sheet Arrangements

As of September 30, 2024, there were no off-balance sheet arrangements.

Recent Accounting Pronouncements

We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operation, financial position, or cash flow.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company and are not required to provide the information under this item pursuant to Regulation S-K.

Item 4. Controls and Procedures

Disclosure Controls and Procedures - Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this report.

These controls are designed to ensure that information required to be disclosed in the reports we file or submit pursuant to the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Based on this evaluation, our CEO and CFO have concluded that our disclosure controls and procedures were ineffective as of September 30, 2024. Our management identified the following material weaknesses in our internal control over financial reporting, which are indicative of many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

We believe that our financial statements presented in this quarterly report on Form 10-Q fairly present, in all material respects, our financial position, results of operations, and cash flows for all periods presented herein.

Inherent Limitations - Our management, including our Chief Executive Officer and Chief Financial Officer, do not expect that our disclosure controls and procedures will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdown can occur because of simple error or mistake. In particular, many of our current processes rely upon manual reviews and processes to ensure that neither human error nor system weakness has resulted in erroneous reporting of financial data.

Changes in Internal Control over Financial Reporting - There were no changes in our internal control over financial reporting during the nine-month period ended September 30, 2024, which were identified in conjunction with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We are not a party to any material pending legal proceedings. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

Item 1A: Risk Factors

In addition to the other information set forth in this Quarterly Report on Form 10-Q, carefully consider the risk factors described under the heading “Part I – Item 1A. Risk Factors” in our most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Such risks described are not the only risks facing us. Additional risks and uncertainties not currently known to us, or that our management currently deems to be immaterial, also may adversely affect our business, financial condition, and/or operating results. There have been no material changes to those risk factors since their disclosure in our most recent Annual Report on Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The information set forth below relates to our issuances of securities without registration under the Securities Act of 1933.

During the nine months ended September 30, 2024, the Company issued 14,047,021 shares of common stock, valued at fair market value on issuance as follows:

•

450,000 shares for compensation to our directors valued at $109,485

•

1,770,000 shares for settlement of debt valued at $279,660

•

3,535,354 shares in conjunction with convertible notes valued at $597,777; and

•

5,227,273 shares for exercise of warrants for $575,000

•

3,064,394 shares for conversion of debt of $337,083

Item 3. Defaults upon Senior Securities

None

Item 4. Mine Safety Disclosures

N/A

Item 5. Other Information

None

Item 6. Exhibits


Exhibit Number	Description of Exhibit
31.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101**	The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 formatted in Extensible Business Reporting Language (XBRL).
	**Provided herewith

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on November 14, 2024 on its behalf by the undersigned thereunto duly authorized.

	IQSTEL INC.

	/s/Leandro Iglesias
	Leandro Iglesias Principal Executive Officer


	/s/ Alvaro Quintana Cardona
	Alvaro Quintana Cardona Principal Financial and Accounting Officer

CERTIFICATIONS

I, Leandro Iglesias, certify that;

I have reviewed this quarterly report on Form 10-Q for the quarter ended September 30, 2024 of iQSTEL Inc. (the “registrant”);

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 14, 2024

/s/ Leandro Iglesias

By: Leandro Iglesias

Title: Principal Executive Officer

CERTIFICATIONS

I, Alvaro Quintana Cardona, certify that;

I have reviewed this quarterly report on Form 10-Q for the quarter ended September 30, 2024 of iQSTEL Inc. (the “registrant”);

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 14, 2024

/s/ Alvaro Quintana Cardona

By: Alvaro Quintana Cardona

Title: Principal Financial Officer

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND

CHIEF FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly Report of iQSTEL, Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2024 filed with the Securities and Exchange Commission (the “Report”), I, Leandro Iglesias, Chief Executive Officer, and I, Alvaro Quintana Cardona, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the consolidated financial condition of the Company as of the dates presented and the consolidated result of operations of the Company for the periods presented.

By:	/s/ Leandro Iglesias
Name:	Leandro Iglesias
Title:	Principal Executive Officer
Date:	November 14, 2024

By:	/s/ Alvaro Quintana Cardona
Name:	Alvaro Quintana Cardona
Title:	Principal Financial Officer
Date:	November 14, 2024

This certification has been furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2024	Nov. 14, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	000-55984
Entity Registrant Name	iQSTEL Inc.
Entity Central Index Key	0001527702
Entity Tax Identification Number	45-2808620
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	300 Aragon Avenue
Entity Address, Address Line Two	Suite 375
Entity Address, City or Town	Coral Gables
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33134
City Area Code	954
Local Phone Number	951-8191
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		186,176,651

Consolidated Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Current Assets
Cash	$ 2,125,139	$ 1,362,668
Accounts receivable, net	14,982,958	12,539,774
Inventory	30,658	27,121
Due from related parties	635,715	340,515
Prepaid and other current assets	1,890,516	1,449,094
Total Current Assets	19,664,986	15,719,172
Property and equipment, net	578,734	522,997
Intangible asset	99,592	99,592
Goodwill	10,677,045	5,172,146
Deferred tax assets	426,755	426,755
Other asset	992,006	214,991
TOTAL ASSETS	32,439,118	22,155,653
Current Liabilities
Accounts payable	8,756,934	2,966,279
Accrued and other current liabilities	6,296,717	9,993,585
Due to related parties	26,613	26,613
Loans payable - net of discount of $294,484 and $3,750, respectively	3,232,009	264,988
Loans payable - related parties	926,069	259,447
Convertible notes - net of discount of $490,022 and $39,012, respectively	3,549,946	330,032
Contingent liability for acquisition of subsidiary	1,000,000
Derivative liabilities	277,946
Total Current Liabilities	24,066,234	13,840,944
Loans payable, non-current		99,099
Employee benefits, non-current	283,586	169,738
TOTAL LIABILITIES	24,349,820	14,109,781
Stockholders' Equity
Common stock: 300,000,000 authorized; $0.001 par value 186,176,651 and 172,129,630 shares issued and outstanding, respectively	186,176	172,130
Additional paid in capital	37,231,686	34,360,884
Accumulated deficit	(29,825,840)	(26,084,133)
Accumulated other comprehensive loss	(25,340)	(25,340)
Equity attributed to stockholders of iQSTEL Inc.	7,566,723	8,423,582
Equity (Deficit) attributable to noncontrolling interests	522,575	(377,710)
TOTAL STOCKHOLDERS' EQUITY	8,089,298	8,045,872
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	32,439,118	22,155,653
Series A Preferred Stock [Member]
Stockholders' Equity
Preferred Stock, Value, Issued	10	10
Series B Preferred Stock [Member]
Stockholders' Equity
Preferred Stock, Value, Issued	31	31
Series C Preferred Stock [Member]
Stockholders' Equity
Preferred Stock, Value, Issued
Series D Preferred Stock [Member]
Stockholders' Equity
Preferred Stock, Value, Issued

Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($)	Sep. 30, 2024	Dec. 31, 2023	Jan. 07, 2021	Nov. 11, 2020
Debt Instrument, Unamortized Discount	$ 294,484	$ 3,750
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net	$ 490,022	$ 39,012
Preferred Stock, Shares Authorized	1,200,000	1,200,000
Preferred Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Common Stock, Shares Authorized	300,000,000	300,000,000
Common Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Common Stock, Shares, Issued	186,176,651	172,129,630
Common Stock, Shares, Outstanding	186,176,651	172,129,630
Series A Preferred Stock [Member]
Preferred Stock, Shares Authorized	10,000	10,000
Preferred Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Preferred Stock, Shares Issued	10,000	10,000
Preferred Stock, Shares Outstanding	10,000	10,000
Series B Preferred Stock [Member]
Preferred Stock, Shares Authorized	200,000	200,000		200,000
Preferred Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001		$ 0.001
Preferred Stock, Shares Issued	31,080	31,080
Preferred Stock, Shares Outstanding	31,080	31,080
Series C Preferred Stock [Member]
Preferred Stock, Shares Authorized	200,000	200,000	200,000
Preferred Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001	$ 0.001
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Series D Preferred Stock [Member]
Preferred Stock, Shares Authorized	75,000	75,000
Preferred Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement [Abstract]
Revenues	$ 54,249,614	$ 39,757,203	$ 184,346,412	$ 97,248,561
Cost of revenue	52,229,695	38,728,682	178,737,687	94,218,838
Gross profit	2,019,919	1,028,521	5,608,725	3,029,723
Operating expenses
General and administration	2,076,472	957,768	6,144,677	3,529,218
Total operating expenses	2,076,472	957,768	6,144,677	3,529,218
Operating income (loss)	(56,553)	70,753	(535,952)	(499,495)
Other income (expense)
Other income	7,006	2,607	88,151	3,126
Other expenses	(5,770)	(32,505)	(6,620)	(105,714)
Interest expense	(672,266)	(34,219)	(1,533,820)	(54,322)
Change in fair value of derivative liabilities	51,721	39,273	(1,063,789)	381,848
Loss on settlement of debt	(27,537)		(130,197)
Total other income (expense)	(646,846)	(24,844)	(2,646,275)	224,938
Net income (loss) before provision for income taxes	(703,399)	45,909	(3,182,227)	(274,557)
Income taxes	(69,605)		(134,880)
Net income (loss)	(773,004)	45,909	(3,317,107)	(274,557)
Less: Net income attributable to noncontrolling interests	150,784	107,922	424,600	364,586
Net loss attributed to iQSTEL Inc.	(923,788)	(62,013)	(3,741,707)	(639,143)
Dividend on Series B Preferred Stock		(816,480)		(816,480)
Net loss attributed to stockholders of iQSTEL Inc.	(923,788)	(878,493)	(3,741,707)	(1,455,623)
Comprehensive income (loss)
Foreign currency adjustment		(4,428)		142
Total comprehensive income (loss)	(773,004)	41,481	(3,317,107)	(274,415)
Less: Comprehensive income attributable to noncontrolling interests	150,784	105,753	424,600	364,656
Net comprehensive loss attributed to iQSTEL Inc.	$ (923,788)	$ (64,272)	$ (3,741,707)	$ (639,071)
Basic and diluted loss per common share	$ (0.01)	$ (0.01)	$ (0.02)	$ (0.01)
Weighted average number of common shares outstanding - Basic and diluted	184,284,588	168,185,122	179,312,685	165,640,341

Consolidated Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($)	Preferred Stock [Member] Series A Preferred Stock [Member]	Preferred Stock [Member] Series B Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Comprehensive Income [Member]	AOCI Including Portion Attributable to Noncontrolling Interest [Member]	Noncontrolling Interest [Member]	Total
Balance - June 30, 2023 at Dec. 31, 2022	$ 10	$ 21	$ 161,595	$ 31,136,120	$ (24,504,395)	$ (33,557)	$ 6,759,794	$ (924,377)	$ 5,835,417
Shares, Issued at Dec. 31, 2022	10,000	21,000	161,595,511
Common stock issued for compensation			$ 60	11,170			11,230		11,230
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture			60,000
Net income (loss)					(363,185)		(363,185)	204,363	(158,822)
Common stock issued for warrant exercises			$ 2,942	397,058			400,000		400,000
Stock Issued During Period, Shares, Conversion of Convertible Securities			2,941,177
Resolution of derivative liabilities upon exercise of warrant				240,258			240,258		240,258
Foreign currency translation adjustments						804	804	773	1,577
Balance - September 30, 2023 at Mar. 31, 2023	$ 10	$ 21	$ 164,597	31,784,606	(24,867,580)	(32,753)	7,048,901	(719,241)	6,329,660
Shares, Issued at Mar. 31, 2023	10,000	21,000	164,596,688
Balance - June 30, 2023 at Dec. 31, 2022	$ 10	$ 21	$ 161,595	31,136,120	(24,504,395)	(33,557)	6,759,794	(924,377)	5,835,417
Shares, Issued at Dec. 31, 2022	10,000	21,000	161,595,511
Common stock issued for settlement of debt
Net income (loss)									(274,557)
Common stock issued for warrant exercises
Resolution of derivative liabilities upon exercise of warrant									$ 975,939
Stock Issued During Period, Shares, Other
Balance - September 30, 2023 at Sep. 30, 2023	$ 10	$ 31	$ 170,232	34,350,837	(25,960,018)	(33,485)	8,527,607	(564,771)	$ 7,962,836
Shares, Issued at Sep. 30, 2023	10,000	31,080	170,231,395
Balance - June 30, 2023 at Mar. 31, 2023	$ 10	$ 21	$ 164,597	31,784,606	(24,867,580)	(32,753)	7,048,901	(719,241)	6,329,660
Shares, Issued at Mar. 31, 2023	10,000	21,000	164,596,688
Common stock issued for compensation			$ 60	6,840			6,900		6,900
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture			60,000
Net income (loss)					(213,945)		(213,945)	52,301	(161,644)
Foreign currency translation adjustments						1,527	1,527	1,466	2,993
Balance - September 30, 2023 at Jun. 30, 2023	$ 10	$ 21	$ 164,657	31,791,446	(25,081,525)	(31,226)	6,843,383	(665,474)	6,177,909
Shares, Issued at Jun. 30, 2023	10,000	21,000	164,656,688
Common stock issued for compensation			$ 60	12,755			12,815		12,815
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture			60,000
Net income (loss)					(62,013)		(62,013)	107,922	45,909
Common stock issued for warrant exercises			$ 5,515	994,485			1,000,000		1,000,000
Stock Issued During Period, Shares, Conversion of Convertible Securities			5,514,707
Resolution of derivative liabilities upon exercise of warrant				735,681			735,681		735,681
[custom:ResolutionOfDerivativeLiabilitiesShares]
Foreign currency translation adjustments						(2,259)	(2,259)	(2,169)	(4,428)
Series B Preferred stock issued as dividend		$ 10		816,470	(816,480)
[custom:StockIssuedDuringPeriodSharesSeriesBPreferredIssuedAsDividend]		10,080
Dividend to non-controlling interest								(5,050)	(5,050)
[custom:DividendToNonControllingInterestShares]
Balance - September 30, 2023 at Sep. 30, 2023	$ 10	$ 31	$ 170,232	34,350,837	(25,960,018)	(33,485)	8,527,607	(564,771)	7,962,836
Shares, Issued at Sep. 30, 2023	10,000	31,080	170,231,395
Balance - June 30, 2023 at Dec. 31, 2023	$ 10	$ 31	$ 172,130	34,360,884	(26,084,133)	(25,340)	8,423,582	(377,710)	8,045,872
Shares, Issued at Dec. 31, 2023	10,000	31,080	172,129,630
Common stock issued for compensation			$ 150	30,915			31,065		31,065
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture			150,000
Common stock issued for settlement of debt			$ 1,770	277,890			279,660		279,660
[custom:CommonStockIssuedForSettlementOfDebtShares1]			1,770,000
Common stock issued in conjunction with convertible notes			$ 3,535	594,242			597,777		597,777
Stock Issued During Period, Shares, Conversion of Units			3,535,354
Net income (loss)					(809,767)		(809,767)	229,551	(580,216)
Balance - September 30, 2023 at Mar. 31, 2024	$ 10	$ 31	$ 177,585	35,263,931	(26,893,900)	(25,340)	8,522,317	(148,159)	8,374,158
Shares, Issued at Mar. 31, 2024	10,000	31,080	177,584,984
Balance - June 30, 2023 at Dec. 31, 2023	$ 10	$ 31	$ 172,130	34,360,884	(26,084,133)	(25,340)	8,423,582	(377,710)	8,045,872
Shares, Issued at Dec. 31, 2023	10,000	31,080	172,129,630
Common stock issued for settlement of debt									279,660
Net income (loss)									(3,317,107)
Common stock issued for warrant exercises			$ 5,227,273						597,777
Stock Issued During Period, Shares, Conversion of Convertible Securities			575,000
Resolution of derivative liabilities upon exercise of warrant									$ 885,843
Stock Issued During Period, Shares, Other			3,064,394						337,083
Balance - September 30, 2023 at Sep. 30, 2024	$ 10	$ 31	$ 186,176	37,231,686	(29,825,840)	(25,340)	7,566,723	522,575	$ 8,089,298
Shares, Issued at Sep. 30, 2024	10,000	31,080	186,176,651
Balance - June 30, 2023 at Mar. 31, 2024	$ 10	$ 31	$ 177,585	35,263,931	(26,893,900)	(25,340)	8,522,317	(148,159)	8,374,158
Shares, Issued at Mar. 31, 2024	10,000	31,080	177,584,984
Common stock issued for compensation			$ 150	46,450			46,600		46,600
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture			150,000
Net income (loss)					(2,008,152)		(2,008,152)	44,265	(1,963,887)
Common stock issued for warrant exercises			$ 1,822	398,178			400,000		400,000
Stock Issued During Period, Shares, Conversion of Convertible Securities			1,822,216
Resolution of derivative liabilities upon exercise of warrant				239,323			239,323		239,323
[custom:ResolutionOfDerivativeLiabilitiesShares]
Acquisition of subsidiary								475,685	475,685
Stock Issued During Period, Shares, Acquisitions
Balance - September 30, 2023 at Jun. 30, 2024	$ 10	$ 31	$ 179,557	35,947,882	(28,902,052)	(25,340)	7,200,088	371,791	7,571,879
Shares, Issued at Jun. 30, 2024	10,000	31,080	179,557,200
Common stock issued for compensation			$ 150	31,670			31,820		31,820
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture			150,000
Net income (loss)					(923,788)		(923,788)	150,784	(773,004)
Common stock issued for warrant exercises			$ 3,405	171,595			175,000		175,000
Stock Issued During Period, Shares, Conversion of Convertible Securities			3,405,057
Resolution of derivative liabilities upon exercise of warrant				646,520			646,520		646,520
[custom:ResolutionOfDerivativeLiabilitiesShares]
Common stock issued for conversion of debt			$ 3,064	334,019			337,083		337,083
Stock Issued During Period, Shares, Other			3,064,394
Common stock payable				100,000			100,000		100,000
[custom:CommonStockPayableShares]
Balance - September 30, 2023 at Sep. 30, 2024	$ 10	$ 31	$ 186,176	$ 37,231,686	$ (29,825,840)	$ (25,340)	$ 7,566,723	$ 522,575	$ 8,089,298
Shares, Issued at Sep. 30, 2024	10,000	31,080	186,176,651

Consoolidated Statements of Cash Flows - USD ($)	9 Months Ended
Consoolidated Statements of Cash Flows - USD ($)	Sep. 30, 2024	Sep. 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (3,317,107)	$ (274,557)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation	109,485	30,945
Bad debt expense	1,801	1,344
Depreciation and amortization	104,061	103,246
Amortization of debt discount	856,922	21,404
Change in fair value of derivative liabilities	1,063,789	(381,848)
Loss on settlement of debt	130,197
Changes in operating assets and liabilities:
Accounts receivable	11,789,409	(3,422,703)
Inventory	(3,537)	(997)
Prepaid and other assets	(434,217)	(1,057,311)
Due from related parties		69,948
Accounts payable	(8,331,945)	2,604,856
Accrued and other current liabilities	(4,495,509)	1,870,972
Net cash used in operating activities	(2,526,651)	(434,701)
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions of subsidiary	(2,730,121)
Purchase of property and equipment	(134,016)	(164,715)
Purchase of intangible assets		(189,767)
Advances of loans receivable - related party	(119,832)
Collection of amounts due from related parties	33,602	13,899
Net cash used in investing activities	(2,950,367)	(340,583)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from loans payable	2,011,100	150,000
Repayments of loans payable	(669,121)	(9,006)
Proceeds from loans payable - related parties	1,000,000
Repayment of loans payable - related parties	(333,378)
Proceeds from exercise of warrants	575,000	1,150,000
Proceeds from issuance of common stock payable	100,000
Proceeds from convertible notes	3,997,500	250,000
Proceeds from common stock purchase option	100,000
Repayment of convertible notes	(541,612)	(86,238)
Net cash provided by financing activities	6,239,489	1,454,756
Effect of exchange rate changes on cash		(7,541)
Net change in cash	762,471	671,931
Cash, beginning of period	1,362,668	1,329,389
Cash, end of period	2,125,139	2,001,320
Supplemental cash flow information
Cash paid for interest	480,431	25,941
Cash paid for taxes
Non-cash transactions:
Series B Preferred stock issued as dividend		816,480
Common stock issued in connection with convertible notes	$ 597,777
Common stock issued for conversion of debt	337,083
Common stock issued for settlement of debt	$ 279,660
Cashless warrant exercised	1,815
Resolution of derivative liabilities	885,843	975,939
Note payable issued for acquisition of subsidiary	2,000,000
Contingent liability for acquisition of subsidiary	$ 1,000,000

NOTE 1 -ORGANIZATION AND DESCRIPTION OF BUSINESS

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

NOTE 1 -ORGANIZATION AND DESCRIPTION OF BUSINESS

NOTE 1 -ORGANIZATION AND DESCRIPTION OF BUSINESS

Organization and Operations

The Company is a technology company with presence in 20 countries and over 100 employees that is offering leading-edge services through its four business divisions.

NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Reclassification

Certain accounts from prior periods have been reclassified to conform to the current period presentation.

Consolidation Policy

Use of Estimates

Business Combinations

Foreign Currency Translation and Re-measurement

The Company translates its foreign operations to U.S. dollars in accordance with ASC 830, “Foreign Currency Matters”.

Cash and Cash Equivalents

Accounts Receivable and Allowance for Uncollectible Accounts

Net Income (Loss) Per Share of Common Stock

Concentrations of Credit Risk

Financial Instruments

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

Revenue Recognition

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

Recent Accounting Pronouncements

NOTE 3 - GOING CONCERN

9 Months Ended

Sep. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

NOTE 3 - GOING CONCERN

NOTE 3 - GOING CONCERN

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

NOTE 4 – PREPAID AND OTHER CURRENT ASSETS

9 Months Ended

Sep. 30, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

NOTE 4 – PREPAID AND OTHER CURRENT ASSETS

NOTE 4 – PREPAID AND OTHER CURRENT ASSETS

Prepaid and other current assets at September 30, 2024 and December 31, 2023 consisted of the following:


	September 30,		December 31,
	2024		2023
Other receivable	$	127,569	$	312,116
Prepaid expenses		1,203,450		738,050
Advance payment		21,000		21,000
Tax receivable		52,294		428
Deposit for acquisition of asset		357,500		357,500
Security deposit		128,703		20,000
	$	1,890,516	$	1,449,094

NOTE 5 – PROPERTY AND EQUIPMENT

9 Months Ended

Sep. 30, 2024

Property, Plant and Equipment [Abstract]

NOTE 5 – PROPERTY AND EQUIPMENT

NOTE 5 – PROPERTY AND EQUIPMENT

Property and equipment at September 30, 2024 and December 31, 2023 consisted of the following:


	September 30,			December 31,
	2024			2023
Telecommunication equipment	$	709,417		$	386,700
Telecommunication software		676,403			836,840
Other equipment		152,671			99,892
Total property and equipment		1,538,491			1,323,432
Accumulated depreciation and amortization		(959,757	)		(800,435	)
Property and equipment, net	$	578,734		$	522,997

Depreciation expense for the nine months ended September 30, 2024 and 2023 amounted to $104,061 and $103,246, respectively.

NOTE 6 –LOANS PAYABLE

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

NOTE 6 –LOANS PAYABLE

NOTE 6 –LOANS PAYABLE

Loans payable at September 30, 2024 and December 31, 2023 consisted of the following:

	September 30,			December 31,				Interest
	2024			2023			Term	rate
Martus	$	103,738		$	103,738		Note was issued on October 23, 2018 and due on January 2, 2025		5.0	%
Darlene Covid19		80,019			99,099		Note was issued on April 1, 2020 and due on March 31, 2025		0.0	%
Promissory note payable		—			165,000		Note was issued April 4, 2023 and due on April 4, 2024		24.0	%
Promissory note payable		217,391			—		Note was issued June 11, 2024 and due on June 11, 2025		2.0	%⁽²⁾
Promissory note payable - acquisition of QXTEL		1,500,000			—		Note was issued April 1, 2024 and due on June 30, 2025		4.89	%
Promissory note payable		271,739			—		Note was issued July 16, 2024 and due on July 16, 2025		2.0	%⁽²⁾
Promissory note payable		271,739			—		Note was issued July 31, 2024 and due on July 31, 2025		2.0	%⁽²⁾
Promissory note payable		190,217			—		Note was issued September 23, 2024 and due on September 23, 2025		2.0	%⁽²⁾
Future receipts loan		891,650			—		Loan was issued September 9, 2024 and due in August 2025		Effective rate 92.2	%⁽¹⁾
Total		3,526,493			367,837
Less: Unamortized debt discount		(294,484	)		(3,750	)
Total loans payable		3,232,009			364,087
Less: Current portion of loans payable		(3,232,009	)		(264,988	)
Long-term loans payable	$	—		$	99,099

(1)	The purchase price is $665,000, net of financing fee of $13,425, and the amount to be paid is $651,575. The monthly payment amount is $81,009.
(2)	monthly interest rate.

During the nine months ended September 30, 2024 and 2023, the Company repaid the principal amount of $669,121 and $9,006, respectively.

During the nine months ended September 30, 2024, the Company settled 2 loans as follows:

	•	Principal amount and accrued interest of a note payable issued in April 2023 by issuing 1,770,000 shares of common stock. As a result, the Company recorded a loss on settlement of debt of $102,660.
	•	Principal amount of future receipts loan issued in April 2024 by early settlement. As a result, the Company recorded a loss on settlement of debt of $27,537.

Loans payable - related parties at September 30, 2024 and December 31, 2023 consisted of the following:

	September 30,		December 31,			Interest
	2024		2023		Term	rate
49% of Shareholder of SwissLink	$	21,606	$	21,606	Note is due on demand		0	%
49% of Shareholder of SwissLink		237,841		237,841	Note is due on demand		5	%
Minority Shareholder of QXTEL		666,622		—	Note is due on October 1, 2025		4.89	%
Total		926,069		259,447
Less: Current portion of loans payable - related parties		926,069		259,447
Long-term loans payable - related parties	$	—	$	—

NOTE 7 - CONVERTIBLE NOTES

9 Months Ended

Sep. 30, 2024

Note 7 - Convertible Notes

NOTE 7 - CONVERTIBLE NOTES

NOTE 7 - CONVERTIBLE NOTES

Convertible notes at September 30, 2024 and December 31, 2023 consisted of the following:


	September 30,			December 31,
	2024			2023
Issued in fiscal year 2023	$	28,193		$	369,044
Issued in fiscal year 2024		4,011,775			—
Total convertible notes payable		4,039,968			369,044
Less: Unamortized debt discount		(490,022	)		(39,012	)
Total convertible notes		3,549,946			330,032

Less: current portion of convertible notes		3,549,946			330,032
Long-term convertible notes	$	—		$	—

Issued in fiscal year 2023

Issued in fiscal year 2024

Principal		Issuance		Maturity		Interest			Payment
amount		date		date		rate			schedule
$	146,900		March 7, 2024		January 15, 2025		12	%	10 payments each in the amount of $16,453 beginning on April 15, 2024
$	177,100		March 7, 2024		January 15, 2025		14	%	5 payments, one payment of $100,947 and four payments of $25,237, beginning in September 2024
$	179,400		July 10, 2024		April 30, 2025		14	%	9 payments each in the amount of $22,724 beginning on August 30, 2024
$	151,960		September 16, 2024		July 15, 2025		14	%	5 payments, one payment of $86,617 and four payments of $21,654, beginning in March 2025

Conversion

During the nine months ended September 30, 2024, the Company converted notes with principal amounts of $333,333 and conversion fee of $3,750 into 3,064,394 shares of common stock.

NOTE 8 – STOCKHOLDERS’ EQUITY

9 Months Ended

Sep. 30, 2024

Equity [Abstract]

NOTE 8 – STOCKHOLDERS’ EQUITY

NOTE 8 – STOCKHOLDERS’ EQUITY

Common Stock

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

During the nine months ended September 30, 2024, the Company issued 14,047,021 shares of common stock, valued at fair market value on issuance as follows:

•

450,000 shares for compensation to our directors valued at $109,485;

•

1,770,000 shares for settlement of debt valued at $279,660;

•

3,535,354 shares in conjunction with convertible notes valued at $597,777;

•

5,227,273 shares for exercise of warrants for $575,000; and

•

3,064,394 shares for conversion of debt of $337,083.

As of September 30, 2024 and December 31, 2023, 186,176,651 and 172,129,630 shares of common stock were issued and outstanding, respectively.

Stock payable

During the nine months ended September 30, 2024, the Company received cash of $100,000 for 2,450,000 shares to be issued.

Preferred Stock

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

Series A Preferred Stock

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, 2024 and December 31, 2023, 10,000 shares of Series A Preferred Stock were issued and outstanding.

Series B Preferred Stock

As of September 30, 2024 and December 31, 2023, 31,080 shares of Series B Preferred Stock were issued and outstanding.

Series C Preferred Stock

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, 2024 and December 31, 2023, no Series C Preferred Stock was issued or outstanding.

Series D Preferred Stock

The rights of the holders of Series D Preferred Stock are defined in the relevant Certificate of Designation filed with the Nevada Secretary of State on November 3, 2023.

As of September 30, 2024 and December 31, 2023, no Series D Preferred Stock was issued or outstanding.

NOTE 9 - RELATED PARTY TRANSACTIONS

9 Months Ended

Sep. 30, 2024

NOTE 9 - RELATED PARTY TRANSACTIONS

NOTE 9 - RELATED PARTY TRANSACTIONS

Due from related party

Due to related parties

As of September 30, 2024 and December 31, 2023, the Company had amounts due to related parties of $26,613. The amounts are unsecured, non-interest bearing and due on demand.

Employment agreements

As of September 30, 2024 and December 31, 2023, the Company recorded and accrued management salaries of $316,448 and $100,128, respectively.

NOTE 10 – COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

NOTE 10 – COMMITMENTS AND CONTINGENCIES

NOTE 10 – COMMITMENTS AND CONTINGENCIES

Leases and Long-term Contracts

NOTE 11 – ACQUISITION

9 Months Ended

Sep. 30, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

NOTE 11 – ACQUISITION

NOTE 11 – ACQUISITION

During the nine months ended September 30, 2024, the Company repaid $500,000 on the Promissory Note.

The acquisition was closed on April 1, 2024. QXTEL has been included in our consolidated results of operations since the acquisition date.

The following table summarizes the fair value of the consideration paid by the Company:

	April 1,
Fair Value of Consideration:	2024
Cash	$	3,000,000
Promissory note		2,000,000
Contingent liability		1,000,000
Total Purchase Price	$	6,000,000

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


Total purchase price	$	6,000,000

Cash		769,879
Accounts receivable		14,946,919
Due from related party		208,550
Other asset		214,564
Equipment		30,963
Total identifiable assets		16,170,875

Accounts payable		(14,796,505	)
Other current liabilities		(403,584	)
Total liabilities assumed		(15,200,089	)
Net assets		970,786

Non-controlling interest - 49%		475,685
Total net assets		495,101
Goodwill	$	5,504,899

Unaudited combined proforma results of operations for the nine months ended September 30, 2024 and 2023 as though the Company acquired QXTEL on January 1, 2023, are set forth below:


	Nine Months Ended
	September 30,
	2024			2023
Revenues	$	212,029,873		$	156,944,034
Cost of revenues		205,899,685			150,745,335
Gross profit		6,130,188			6,198,699

Operating expenses		6,773,339			5,747,451
Operating loss		(643,151	)		451,248

Other income (expense)		(2,646,275	)		224,938
Income tax		(134,880	)		(203,975	)
Net income (loss)	$	(3,424,306	)	$	472,211

NOTE 12 - SEGMENT

9 Months Ended

Sep. 30, 2024

Segment Reporting [Abstract]

NOTE 12 - SEGMENT

NOTE 12 - SEGMENT

Operating Activities

The following table shows operating activities information by geographic segment for the three and nine months ended September 30, 2024 and 2023:

Three months ended September 30, 2024


	USA			Switzerland			UK			Elimination			Total
Revenues	$	36,604,753		$	1,048,201		$	17,202,173		$	(605,513	)	$	54,249,614
Cost of revenue		35,614,356			822,312			16,165,751			(372,724	)		52,229,695
Gross profit		990,397			225,889			1,036,422			(232,789	)		2,019,919

Operating expenses
General and administration		1,303,275			257,881			748,105			(232,789	)		2,076,472

Operating income (loss)		(312,878	)		(31,992	)		288,317			—			(56,553	)

Other expense		(633,774	)		(6,544	)		(6,528	)		—			(646,846	)

Income tax expense		—			(162	)		(69,443	)		—			(69,605	)

Net income (loss)	$	(946,652	)	$	(38,698	)	$	212,346		$	—		$	(773,004	)

Three months ended September 30, 2023


	USA			Switzerland			Elimination			Total
Revenues	$	39,390,527		$	1,498,054		$	(1,131,378	)	$	39,757,203
Cost of revenue		38,593,585			1,266,475			(1,131,378	)		38,728,682
Gross profit		796,942			231,579			—			1,028,521

Operating expenses
General and administration		770,467			187,301			—			957,768

Operating income		26,475			44,278			—			70,753

Other expense		(23,893	)		(951	)		—			(24,844	)

Net income	$	2,582		$	43,327		$	—		$	45,909

Nine months ended September 30, 2024


	USA			Switzerland			UK			Elimination			Total
Revenues	$	135,649,542		$	3,157,073		$	48,676,228		$	(3,136,431	)	$	184,346,412
Cost of revenue		132,502,666			2,542,555			46,596,108			(2,903,642	)		178,737,687
Gross profit		3,146,876			614,518			2,080,120			(232,789	)		5,608,725

Operating expenses
General and administration		4,262,032			701,426			1,414,008			(232,789	)		6,144,677

Operating income (loss)		(1,115,156	)		(86,908	)		666,112			—			(535,952	)

Other income (expense)		(2,666,763	)		33,544			(13,056	)		—			(2,646,275	)

Income tax expense		—			(162	)		(134,718	)		—			(134,880	)

Net income (loss)	$	(3,781,919	)	$	(53,526	)	$	518,338		$	—		$	(3,317,107	)

Nine months ended September 30, 2023


	USA			Switzerland			Elimination			Total
Revenues	$	97,198,336		$	4,179,569		$	(4,129,344	)	$	97,248,561
Cost of revenue		94,779,408			3,568,774			(4,129,344	)		94,218,838
Gross profit		2,418,928			610,795			—			3,029,723

Operating expenses
General and administration		2,966,908			562,310			—			3,529,218

Operating income (loss)		(547,980	)		48,485			—			(499,495	)

Other income (expense)		249,286			(24,348	)		—			224,938

Net income (loss)	$	(298,694	)	$	24,137		$	—		$	(274,557	)

Asset Information

The following table shows asset information by geographic segment as of September 30, 2024 and December 31, 2023:


September 30, 2024	USA		Switzerland		UK		Elimination			Total
Assets
Current assets	$	8,735,079	$	850,772	$	10,792,038	$	(712,903	)	$	19,664,986
Non-current assets	$	23,373,710	$	830,653	$	754,331	$	(12,184,562	)	$	12,774,132
Liabilities
Current liabilities	$	13,130,629	$	1,705,110	$	9,943,398	$	(712,903	)	$	24,066,234
Non-current liabilities	$	139	$	169,599	$	113,848	$	—		$	283,586


December 31, 2023	USA		Switzerland		Elimination			Total
Assets
Current assets	$	14,537,969	$	1,874,627	$	(693,424	)	$	15,719,172
Non-current assets	$	11,810,606	$	810,437	$	(6,184,562	)	$	6,436,481
Liabilities
Current liabilities	$	11,978,244	$	2,556,124	$	(693,424	)	$	13,840,944
Non-current liabilities	$	139	$	268,698	$	—		$	268,837

NOTE 13 – WARRANTS

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

NOTE 13 – WARRANTS

NOTE 13 – WARRANTS

The Company determined that the warrants had net cash settlement and categorized the warrants as a liability in the accompanying consolidated financial statements.

A summary of activity regarding warrants issued as follows:


	Warrants Outstanding
				Weighted Average		Weighted Average Remaining
	Shares			Exercise Price		Contractual life (in years)

Outstanding, December 31, 2023		—		$	—		—
Granted		10,000,000			0.88		0.88
Exercised		(5,227,273	)		0.11		—
Forfeited/canceled		—			—		—
Outstanding, September 30, 2024		4,772,727		$	0.11		0.25

Fair Value Assumptions Used in Accounting for Derivative Liabilities

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

As of September 30, 2024, the estimated fair values of the liabilities measured on a recurring basis are as follows:


Expected term			0.25 - 0.65 years
Expected average volatility			78% - 118%
Expected dividend yield			—
Risk-free interest rate			4.73% - 5.44%

The following table summarizes the changes in the derivative liabilities during the nine months ended September 30, 2024:

Fair Value Measurements Using Significant Observable Inputs (Level 3)

Balance - December 31, 2023		—

Addition of new derivatives recognized as cash received		100,000
Exercise on issuance of common stock		(885,843	)
Change in fair value of the warrant		1,063,789
Balance - September 30, 2024	$	277,946

NOTE 14 – SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2024

Subsequent Events [Abstract]

NOTE 14 – SUBSEQUENT EVENTS

NOTE 14 – SUBSEQUENT EVENTS

Subsequent to September 30, 2024, and through the date that these financials were made available, the Company had the following subsequent events:

	•	First Note: Originally due January 1, 2025, with an outstanding amount of $1,888,888.89, now extended to January 1, 2026.
	•	Second Note: Originally due March 12, 2025, with an outstanding amount of $1,111,111.11, now extended to March 12, 2026.
	•	Third Note: Originally due March 25, 2025, with an outstanding amount of $555,555.56, now extended to March 25, 2026.

In consideration for this extension, we agreed to issue 646,467 restricted common shares to M2B Funding Corp.

NOTE 1 -ORGANIZATION AND DESCRIPTION OF BUSINESS (Policies)

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Organization and Operations

Organization and Operations

The Company is a technology company with presence in 20 countries and over 100 employees that is offering leading-edge services through its four business divisions.

NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation	*Basis of Presentation* The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America (“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, 2024 and the results of operations and cash flows for the periods presented. The results of operations for the nine months ended September 30, 2024 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, 2023 filed with the SEC on April 1, 2024.
Reclassification	*Reclassification* Certain accounts from prior periods have been reclassified to conform to the current period presentation.
Consolidation Policy	*Consolidation Policy* The consolidated financial statements of the Company include the accounts of the Company and its owned subsidiaries, Etelix.com USA, LLC (“Etelix”), SwissLink Carrier AG (“Swisslink”), ITSBCHAIN, LLC (“ItsBchain”), QGLOBAL SMS, LLC (“QGlobal”), IoT Labs, LLC (“IoT Labs”), Global Money One Inc (“Global Money One”), Whisl Telecom LLC (“Whisl”), Smartbiz Telecom LLC (“Smartbiz”) and QXTEL LIMITED (“QXTEL”). All significant intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates	*Use of Estimates* The preparation of the consolidated financial statements in conformity with GAAP in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.
Business Combinations	*Business Combinations* In accordance with ASC 805-10, “Business Combinations”, the Company accounts for all business combinations using the acquisition method of accounting. Under this method, assets and liabilities, including any remaining non-controlling interests, are recognized at fair value at the date of acquisition. The excess of the purchase price over the fair value of assets acquired, net of liabilities assumed, and non-controlling interests is recognized as goodwill. Certain adjustments to the assessed fair values of the assets, liabilities, or non-controlling interests made subsequent to the acquisition date, but within the measurement period, which is up to one year, are recorded as adjustments to goodwill. Any adjustments subsequent to the measurement period are recorded in income. Any cost or equity method interest that the Company holds in the acquired company prior to the acquisition is re-measured to fair value at acquisition with a resulting gain or loss recognized in income for the difference between fair value and the existing book value. Results of operations of the acquired entity are included in the Company’s results from the date of the acquisition onward and include amortization expense arising from acquired tangible and intangible assets.
Foreign Currency Translation and Re-measurement	*Foreign Currency Translation and Re-measurement* The Company translates its foreign operations to U.S. dollars in accordance with ASC 830, “Foreign Currency Matters”. The functional currency and reporting currency of Etelix, QGlobal, ItsBchain, IoT Labs, Whisl, Smartbiz, Global Money One and QXTEL is the U.S. dollar, while SwissLink’s functional currency was the Swiss Franc (“CHF”). As of January 1, 2024, we changed the functional currency of SwissLink from their respective local currency to the US dollar. The change in functional currency is due to increased exposure to the US dollar as a result of a change in facts and circumstances in the primary economic environment in which this subsidiary operates. The effects of the change in functional currency were not significant to our consolidated financial statements.
Cash and Cash Equivalents	*Cash and Cash Equivalents* Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. The Company had $2,125,139 and $1,362,668 in cash and cash equivalents at September 30, 2024 and December 31, 2023, respectively.
Accounts Receivable and Allowance for Uncollectible Accounts	*Accounts Receivable and Allowance for Uncollectible Accounts* Substantially all of the Company’s accounts receivable balance is related to trade receivables. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The Company estimates expected credit losses related to accounts receivable balances based on a review of available and relevant information including current economic conditions, projected economic conditions, historical loss experience, account aging, and other factors that could affect collectability. During the nine months ended September 30, 2024 and 2023, the Company recorded bad debt expense of $1,801 and $1,344, respectively.
Net Income (Loss) Per Share of Common Stock	*Net Income (Loss) Per Share of Common Stock* The Company has adopted ASC 260, ”Earnings per Share” which requires presentation of basic earnings per share on the face of the statements of operations for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic earnings per share computation. In the accompanying financial statements, basic loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the 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 nine months ended September 30, 2024 and 2023.
Concentrations of Credit Risk	*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, 2024, 22 customers represented 87.7% of our revenue compared to 11 customers representing 87.8% of our revenue for the nine months ended September 30, 2023. For the nine months ended September 30, 2024 and 2023, 38.3% and 54.8% of the revenue comes from customers under prepayment conditions which means there is no credit or bad debt risk on that portion of the customers portfolio.
Financial Instruments	*Financial Instruments* The Company follows ASC 820, “Fair Value Measurements and Disclosures,” which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 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 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The carrying values of our financial instruments, including, cash; accounts receivable; deposit for acquisition, 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. It is not, however, practical to determine the fair value of amounts due to related parties due to their related party nature.
Revenue Recognition	*Revenue Recognition* The Company recognizes revenue from telecommunication services in accordance with ASC 606, “Revenue from Contracts with Customers.” The Company recognizes revenue related to monthly usage charges and other recurring charges during the period in which the telecommunication services are rendered, provided that persuasive evidence of a sales arrangement exists, and collection is reasonably assured. Management considers persuasive evidence of a sales arrangement to be a written interconnection agreement. The Company’s payment terms vary by client.
Recent Accounting Pronouncements	*Recent Accounting Pronouncements* In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures" which allows disclosure of one or more measures of segment profit or loss used by the chief operating decision maker to allocate resources and assess performance. Additionally, the standard requires enhanced disclosures of significant segment expenses and other segment items, as well as incremental qualitative disclosures on both an annual and interim basis. This guidance is effective for annual reporting periods beginning after December 15, 2023, and interim reporting periods after December 15, 2024. Early adoption is permitted and retrospective application is required for all periods presented. The Company is currently evaluating the impact of adopting this guidance on its Consolidated Financial Statements and disclosures included within Notes to Consolidated Financial Statements. In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” which requires enhanced disclosures, including specific categories and disaggregation of information in the effective tax rate reconciliation, disaggregated information related to income taxes paid, income or loss from continuing operations before income tax expense or benefit, and income tax expense or benefit from continuing operations. This guidance is effective for annual reporting periods beginning after December 15, 2024. Early adoption is permitted and should be applied on a prospective basis; however, retrospective application is permitted. The Company is currently evaluating the impact of adopting this guidance on its Consolidated Financial Statements and disclosures included within Notes to Consolidated Financial Statements.

NOTE 4 – PREPAID AND OTHER CURRENT ASSETS (Tables)

9 Months Ended

Sep. 30, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

NOTE 4 - PREPAID AND OTHER CURRENT ASSETS - Schedule of Prepaid and Other Current Assets


	September 30,		December 31,
	2024		2023
Other receivable	$	127,569	$	312,116
Prepaid expenses		1,203,450		738,050
Advance payment		21,000		21,000
Tax receivable		52,294		428
Deposit for acquisition of asset		357,500		357,500
Security deposit		128,703		20,000
	$	1,890,516	$	1,449,094

NOTE 5 – PROPERTY AND EQUIPMENT (Tables)

9 Months Ended

Sep. 30, 2024

Property, Plant and Equipment [Abstract]

NOTE 5 - PROPERTY AND EQUIPMENT - Schedule of Propery Plant and Equipment


	September 30,			December 31,
	2024			2023
Telecommunication equipment	$	709,417		$	386,700
Telecommunication software		676,403			836,840
Other equipment		152,671			99,892
Total property and equipment		1,538,491			1,323,432
Accumulated depreciation and amortization		(959,757	)		(800,435	)
Property and equipment, net	$	578,734		$	522,997

NOTE 6 –LOANS PAYABLE (Tables)

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

NOTE 6 - LOANS PAYABLE - Schedule of Loans Payable

	September 30,			December 31,				Interest
	2024			2023			Term	rate
Martus	$	103,738		$	103,738		Note was issued on October 23, 2018 and due on January 2, 2025		5.0	%
Darlene Covid19		80,019			99,099		Note was issued on April 1, 2020 and due on March 31, 2025		0.0	%
Promissory note payable		—			165,000		Note was issued April 4, 2023 and due on April 4, 2024		24.0	%
Promissory note payable		217,391			—		Note was issued June 11, 2024 and due on June 11, 2025		2.0	%⁽²⁾
Promissory note payable - acquisition of QXTEL		1,500,000			—		Note was issued April 1, 2024 and due on June 30, 2025		4.89	%
Promissory note payable		271,739			—		Note was issued July 16, 2024 and due on July 16, 2025		2.0	%⁽²⁾
Promissory note payable		271,739			—		Note was issued July 31, 2024 and due on July 31, 2025		2.0	%⁽²⁾
Promissory note payable		190,217			—		Note was issued September 23, 2024 and due on September 23, 2025		2.0	%⁽²⁾
Future receipts loan		891,650			—		Loan was issued September 9, 2024 and due in August 2025		Effective rate 92.2	%⁽¹⁾
Total		3,526,493			367,837
Less: Unamortized debt discount		(294,484	)		(3,750	)
Total loans payable		3,232,009			364,087
Less: Current portion of loans payable		(3,232,009	)		(264,988	)
Long-term loans payable	$	—		$	99,099

NOTE 6 - LOANS PAYABLE - Schedule of Loans Payable to Related Parties

	September 30,		December 31,			Interest
	2024		2023		Term	rate
49% of Shareholder of SwissLink	$	21,606	$	21,606	Note is due on demand		0	%
49% of Shareholder of SwissLink		237,841		237,841	Note is due on demand		5	%
Minority Shareholder of QXTEL		666,622		—	Note is due on October 1, 2025		4.89	%
Total		926,069		259,447
Less: Current portion of loans payable - related parties		926,069		259,447
Long-term loans payable - related parties	$	—	$	—

NOTE 7 - CONVERTIBLE NOTES (Tables)

9 Months Ended

Sep. 30, 2024

Note 7 - Convertible Notes

NOTE 7 - CONV ERTIBLE NOTES - Schedule of Convertible Notes


	September 30,			December 31,
	2024			2023
Issued in fiscal year 2023	$	28,193		$	369,044
Issued in fiscal year 2024		4,011,775			—
Total convertible notes payable		4,039,968			369,044
Less: Unamortized debt discount		(490,022	)		(39,012	)
Total convertible notes		3,549,946			330,032

Less: current portion of convertible notes		3,549,946			330,032
Long-term convertible notes	$	—		$	—

NOTE 7 - CONV ERTIBLE NOTES - Schedule of Convertible Notes

Principal		Issuance		Maturity		Interest			Payment
amount		date		date		rate			schedule
$	146,900		March 7, 2024		January 15, 2025		12	%	10 payments each in the amount of $16,453 beginning on April 15, 2024
$	177,100		March 7, 2024		January 15, 2025		14	%	5 payments, one payment of $100,947 and four payments of $25,237, beginning in September 2024
$	179,400		July 10, 2024		April 30, 2025		14	%	9 payments each in the amount of $22,724 beginning on August 30, 2024
$	151,960		September 16, 2024		July 15, 2025		14	%	5 payments, one payment of $86,617 and four payments of $21,654, beginning in March 2025

NOTE 11 – ACQUISITION (Tables)

9 Months Ended

Sep. 30, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

NOTE 11 - ACQUISITIONS - QXTEL Consideration

	April 1,
Fair Value of Consideration:	2024
Cash	$	3,000,000
Promissory note		2,000,000
Contingent liability		1,000,000
Total Purchase Price	$	6,000,000

NOTE 11 - ACQUISITIONS - QXTEL Assets and Liabilities Acquired


Total purchase price	$	6,000,000

Cash		769,879
Accounts receivable		14,946,919
Due from related party		208,550
Other asset		214,564
Equipment		30,963
Total identifiable assets		16,170,875

Accounts payable		(14,796,505	)
Other current liabilities		(403,584	)
Total liabilities assumed		(15,200,089	)
Net assets		970,786

Non-controlling interest - 49%		475,685
Total net assets		495,101
Goodwill	$	5,504,899

NOTE 11 - ACQUISITIONS - Unaudited Pro Forma Results of Operations QXTEL


	Nine Months Ended
	September 30,
	2024			2023
Revenues	$	212,029,873		$	156,944,034
Cost of revenues		205,899,685			150,745,335
Gross profit		6,130,188			6,198,699

Operating expenses		6,773,339			5,747,451
Operating loss		(643,151	)		451,248

Other income (expense)		(2,646,275	)		224,938
Income tax		(134,880	)		(203,975	)
Net income (loss)	$	(3,424,306	)	$	472,211

NOTE 12 - SEGMENT (Tables)

9 Months Ended

Sep. 30, 2024

Segment Reporting [Abstract]

NOTE 12 - SEGMENT - Schedule of Operating Activities Information by Geographic Segment


	USA			Switzerland			UK			Elimination			Total
Revenues	$	36,604,753		$	1,048,201		$	17,202,173		$	(605,513	)	$	54,249,614
Cost of revenue		35,614,356			822,312			16,165,751			(372,724	)		52,229,695
Gross profit		990,397			225,889			1,036,422			(232,789	)		2,019,919

Operating expenses
General and administration		1,303,275			257,881			748,105			(232,789	)		2,076,472

Operating income (loss)		(312,878	)		(31,992	)		288,317			—			(56,553	)

Other expense		(633,774	)		(6,544	)		(6,528	)		—			(646,846	)

Income tax expense		—			(162	)		(69,443	)		—			(69,605	)

Net income (loss)	$	(946,652	)	$	(38,698	)	$	212,346		$	—		$	(773,004	)

Three months ended September 30, 2023


	USA			Switzerland			Elimination			Total
Revenues	$	39,390,527		$	1,498,054		$	(1,131,378	)	$	39,757,203
Cost of revenue		38,593,585			1,266,475			(1,131,378	)		38,728,682
Gross profit		796,942			231,579			—			1,028,521

Operating expenses
General and administration		770,467			187,301			—			957,768

Operating income		26,475			44,278			—			70,753

Other expense		(23,893	)		(951	)		—			(24,844	)

Net income	$	2,582		$	43,327		$	—		$	45,909

Nine months ended September 30, 2024


	USA			Switzerland			UK			Elimination			Total
Revenues	$	135,649,542		$	3,157,073		$	48,676,228		$	(3,136,431	)	$	184,346,412
Cost of revenue		132,502,666			2,542,555			46,596,108			(2,903,642	)		178,737,687
Gross profit		3,146,876			614,518			2,080,120			(232,789	)		5,608,725

Operating expenses
General and administration		4,262,032			701,426			1,414,008			(232,789	)		6,144,677

Operating income (loss)		(1,115,156	)		(86,908	)		666,112			—			(535,952	)

Other income (expense)		(2,666,763	)		33,544			(13,056	)		—			(2,646,275	)

Income tax expense		—			(162	)		(134,718	)		—			(134,880	)

Net income (loss)	$	(3,781,919	)	$	(53,526	)	$	518,338		$	—		$	(3,317,107	)

Nine months ended September 30, 2023


	USA			Switzerland			Elimination			Total
Revenues	$	97,198,336		$	4,179,569		$	(4,129,344	)	$	97,248,561
Cost of revenue		94,779,408			3,568,774			(4,129,344	)		94,218,838
Gross profit		2,418,928			610,795			—			3,029,723

Operating expenses
General and administration		2,966,908			562,310			—			3,529,218

Operating income (loss)		(547,980	)		48,485			—			(499,495	)

Other income (expense)		249,286			(24,348	)		—			224,938

Net income (loss)	$	(298,694	)	$	24,137		$	—		$	(274,557	)

NOTE 12 - SEGMENT - Schedule of Asset Information by Geographic Segment


September 30, 2024	USA		Switzerland		UK		Elimination			Total
Assets
Current assets	$	8,735,079	$	850,772	$	10,792,038	$	(712,903	)	$	19,664,986
Non-current assets	$	23,373,710	$	830,653	$	754,331	$	(12,184,562	)	$	12,774,132
Liabilities
Current liabilities	$	13,130,629	$	1,705,110	$	9,943,398	$	(712,903	)	$	24,066,234
Non-current liabilities	$	139	$	169,599	$	113,848	$	—		$	283,586


December 31, 2023	USA		Switzerland		Elimination			Total
Assets
Current assets	$	14,537,969	$	1,874,627	$	(693,424	)	$	15,719,172
Non-current assets	$	11,810,606	$	810,437	$	(6,184,562	)	$	6,436,481
Liabilities
Current liabilities	$	11,978,244	$	2,556,124	$	(693,424	)	$	13,840,944
Non-current liabilities	$	139	$	268,698	$	—		$	268,837

NOTE 13 – WARRANTS (Tables)

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

NOTE 13 - WARRANTS - Schedule of Warrant Summary


	Warrants Outstanding
				Weighted Average		Weighted Average Remaining
	Shares			Exercise Price		Contractual life (in years)

Outstanding, December 31, 2023		—		$	—		—
Granted		10,000,000			0.88		0.88
Exercised		(5,227,273	)		0.11		—
Forfeited/canceled		—			—		—
Outstanding, September 30, 2024		4,772,727		$	0.11		0.25

NOTE 13 - WARRANTS - Schedule of Fair Value Measurement of Liabilities


Expected term			0.25 - 0.65 years
Expected average volatility			78% - 118%
Expected dividend yield			—
Risk-free interest rate			4.73% - 5.44%

NOTE 13 - WARRANTS - Fair Value Measurements Using Significant Observable Inputs

Fair Value Measurements Using Significant Observable Inputs (Level 3)

Balance - December 31, 2023		—

Addition of new derivatives recognized as cash received		100,000
Exercise on issuance of common stock		(885,843	)
Change in fair value of the warrant		1,063,789
Balance - September 30, 2024	$	277,946

NOTE 1 -ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative)	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
Entity Incorporation, State or Country Code	NV
Entity Incorporation, Date of Incorporation	Jun. 24, 2011

NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Cash Equivalents, at Carrying Value	$ 2,125,139		$ 1,362,668
Allowance for Loan and Lease Loss, Recovery of Bad Debts	$ 1,801	$ 1,344
Twenty Two Customers [Member]
Concentration Risk, Percentage	87.70%
Eleven Customers [Member]
Concentration Risk, Percentage		87.80%
No Bad Debt Risk Customers [Member]
Concentration Risk, Percentage	38.30%	54.80%

NOTE 4 - PREPAID AND OTHER CURRENT ASSETS - Schedule of Prepaid and Other Current Assets (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]
Other receivable	$ 127,569	$ 312,116
Prepaid expenses	1,203,450	738,050
Advance payment	21,000	21,000
Tax receivable	52,294	428
Deposit for acquisition of asset	357,500	357,500
Security deposit	128,703	20,000
Prepaid expenses and other current assets	$ 1,890,516	$ 1,449,094

NOTE 5 - PROPERTY AND EQUIPMENT - Schedule of Propery Plant and Equipment (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 1,538,491	$ 1,323,432
Accumulated depreciation and amortization	(959,757)	(800,435)
Property and equipment, net	578,734	522,997
Technology Equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	709,417	386,700
Software Development [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	676,403	836,840
Other Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 152,671	$ 99,892

NOTE 5 – PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Property, Plant and Equipment [Abstract]
Depreciation, Depletion and Amortization, Nonproduction	$ 104,061	$ 103,246

NOTE 6 - LOANS PAYABLE - Schedule of Loans Payable (Details) - USD ($)		3 Months Ended		9 Months Ended
	Apr. 23, 2023	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Short-Term Debt [Line Items]
Long-Term Debt, Gross		$ 3,526,493		$ 3,526,493		$ 367,837
Debt Instrument, Unamortized Discount		294,484		294,484		3,750
Long-Term Debt		3,232,009		3,232,009		364,087
Long-Term Debt, Current Maturities		3,232,009		3,232,009		264,988
Long-Term Debt, Excluding Current Maturities						99,099
Stock Issued During Period, Shares, Other				337,083
Debtor Reorganization Items, Gain (Loss) on Settlement of Other Claims, Net		27,537		$ 130,197
Settlement Of Note Payable [Member]
Short-Term Debt [Line Items]
Stock Issued During Period, Shares, Other				1,770,000
Martus
Short-Term Debt [Line Items]
Long-Term Debt, Gross		$ 103,738		$ 103,738		103,738
Debt Instrument, Issuance Date				Oct. 23, 2018
Debt Instrument, Maturity Date				Jan. 02, 2025
Debt Instrument, Interest Rate, Stated Percentage		5.00%		5.00%
Darlene Covi 19 [Member]
Short-Term Debt [Line Items]
Long-Term Debt, Gross		$ 80,019		$ 80,019		99,099
Debt Instrument, Issuance Date				Apr. 01, 2020
Debt Instrument, Maturity Date				Mar. 31, 2025
Debt Instrument, Interest Rate, Stated Percentage		0.00%		0.00%
Promissory Note One [Member]
Short-Term Debt [Line Items]
Long-Term Debt, Gross						165,000
Debt Instrument, Issuance Date				Apr. 04, 2023
Debt Instrument, Maturity Date				Apr. 04, 2024
Debt Instrument, Interest Rate, Stated Percentage		24.00%		24.00%
Promissory Note Two [Member]
Short-Term Debt [Line Items]
Long-Term Debt, Gross		$ 217,391		$ 217,391
Debt Instrument, Issuance Date				Jun. 11, 2024
Debt Instrument, Maturity Date				Jun. 11, 2025
Debt Instrument, Interest Rate, Stated Percentage		2.00%		2.00%
Promissory Note Q X T E L [Member]
Short-Term Debt [Line Items]
Long-Term Debt, Gross		$ 1,500,000		$ 1,500,000
Debt Instrument, Issuance Date				Apr. 01, 2024
Debt Instrument, Maturity Date				Jun. 30, 2025
Debt Instrument, Interest Rate, Stated Percentage		4.89%		4.89%
Promissory Note Three [Member]
Short-Term Debt [Line Items]
Long-Term Debt, Gross		$ 271,739		$ 271,739
Debt Instrument, Issuance Date				Jul. 16, 2024
Debt Instrument, Maturity Date				Jul. 16, 2025
Debt Instrument, Interest Rate, Stated Percentage		2.00%		2.00%
Promissory Note Four [Member]
Short-Term Debt [Line Items]
Long-Term Debt, Gross		$ 271,739		$ 271,739
Debt Instrument, Issuance Date				Jul. 31, 2024
Debt Instrument, Maturity Date				Jul. 31, 2025
Debt Instrument, Interest Rate, Stated Percentage		2.00%		2.00%
Promissory Note Five [Member]
Short-Term Debt [Line Items]
Long-Term Debt, Gross		$ 190,217		$ 190,217
Debt Instrument, Issuance Date				Sep. 23, 2024
Debt Instrument, Maturity Date				Sep. 23, 2025
Debt Instrument, Interest Rate, Stated Percentage		2.00%		2.00%
Future Receipts Loan [Member]
Short-Term Debt [Line Items]
Long-Term Debt, Gross		$ 891,650		$ 891,650
Debt Instrument, Issuance Date				Sep. 09, 2024
Debt Instrument, Interest Rate, Stated Percentage		92.20%		92.20%
Debt Instrument, Repurchase Amount	$ 665,000
Debt Instrument, Unused Borrowing Capacity, Fee	13,425
Debt Instrument, Face Amount	651,575
Debt Instrument, Periodic Payment	$ 81,009
Stock Issuance For Settlement Of Debt One [Member]
Short-Term Debt [Line Items]
Debtor Reorganization Items, Gain (Loss) on Settlement of Other Claims, Net				$ 102,660
Stock Issuance For Settlement Of Debt Two [Member]
Short-Term Debt [Line Items]
Debtor Reorganization Items, Gain (Loss) on Settlement of Other Claims, Net				$ 27,537

NOTE 6 - LOANS PAYABLE - Schedule of Loans Payable to Related Parties (Details) - USD ($)	9 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Short-Term Debt [Line Items]
Loans Payable	$ 926,069	$ 259,447
Other Loans Payable, Current	926,069	259,447
Loans Payable, Noncurrent
49% of Shareholder of SwissLink 1
Short-Term Debt [Line Items]
Loans Payable	$ 21,606	21,606
Debt Instrument, Maturity Date, Description	Note is due on demand
Debt Instrument, Interest Rate, Stated Percentage	0.00%
49% of Shareholder of SwissLink 2
Short-Term Debt [Line Items]
Loans Payable	$ 237,841	237,841
Debt Instrument, Maturity Date, Description	Note is due on demand
Debt Instrument, Interest Rate, Stated Percentage	500.00%
Minority Shareholder Of Q X T E L [Member]
Short-Term Debt [Line Items]
Loans Payable	$ 666,622
Debt Instrument, Interest Rate, Stated Percentage	489.00%
Debt Instrument, Maturity Date	Oct. 01, 2025

NOTE 6 –LOANS PAYABLE (Details Narrative) - USD ($)	9 Months Ended
NOTE 6 –LOANS PAYABLE (Details Narrative) - USD ($)	Sep. 30, 2024	Sep. 30, 2023
Short-Term Debt [Line Items]
Repayments of Other Debt	$ 669,121	$ 9,006
Loans Payable [Member]
Short-Term Debt [Line Items]
Interest Expense, Operating and Nonoperating	121,806	22,417
Amortization of Debt Discount (Premium)	$ 163,406	$ 7,406

NOTE 7 - CONV ERTIBLE NOTES - Schedule of Convertible Notes (Details) - USD ($)	Jul. 15, 2025	Apr. 30, 2025	Jan. 15, 2025	Sep. 16, 2024	Sep. 01, 2024	Aug. 30, 2024	Jul. 10, 2024	Apr. 15, 2024	Mar. 07, 2024	Sep. 30, 2024	Dec. 31, 2023
Short-Term Debt [Line Items]
Less: current portion of convertible notes										$ 3,549,946	$ 330,032
Total convertible notes payable										4,039,968	369,044
Less: Unamortized debt discount										294,484	3,750
Long-term convertible notes
Long-Term Debt, Gross										3,526,493	367,837
Convertible Notes Payable 2023 [Member]
Short-Term Debt [Line Items]
Less: current portion of convertible notes										28,193	369,044
Convertible Notes Payable 2024 [Member]
Short-Term Debt [Line Items]
Less: current portion of convertible notes										4,011,775
Convertible Notes [Member]
Short-Term Debt [Line Items]
Less: Unamortized debt discount										$ (490,022)	$ (39,012)
March 7 Third Party Loan One [Member]
Short-Term Debt [Line Items]
Long-Term Debt, Gross									$ 146,900
Debt Instrument, Issuance Date									Mar. 07, 2024
Debt Instrument, Maturity Date			Jan. 15, 2025
Debt Instrument, Interest Rate, Effective Percentage									12.00%
Debt Instrument, Frequency of Periodic Payment								10 payments
Debt Instrument, Periodic Payment								$ 16,453
Debt Instrument, Date of First Required Payment								Apr. 15, 2024
March 7 Third Party Loan Two [Member]
Short-Term Debt [Line Items]
Long-Term Debt, Gross									$ 177,100
Debt Instrument, Issuance Date									Mar. 07, 2024
Debt Instrument, Maturity Date			Jan. 15, 2025
Debt Instrument, Interest Rate, Effective Percentage									14.00%
Debt Instrument, Frequency of Periodic Payment					5 payments
March 7 Third Party Loan Two One Payment [Member]
Short-Term Debt [Line Items]
Debt Instrument, Periodic Payment								$ 100,947
March 7 Third Party Loan Two Four Payments [Member]
Short-Term Debt [Line Items]
Debt Instrument, Periodic Payment					$ 25,237
July 10 Third Party Loan [Member]
Short-Term Debt [Line Items]
Long-Term Debt, Gross									$ 179,400
Debt Instrument, Issuance Date							Jul. 10, 2024
Debt Instrument, Maturity Date		Apr. 30, 2025
Debt Instrument, Interest Rate, Effective Percentage							14.00%
Debt Instrument, Frequency of Periodic Payment						9 payments
Debt Instrument, Periodic Payment						$ 22,724
Debt Instrument, Date of First Required Payment						Aug. 30, 2024
September 16 Third Party Loan [Member]
Short-Term Debt [Line Items]
Long-Term Debt, Gross									$ 151,960
Debt Instrument, Issuance Date				Sep. 16, 2024
Debt Instrument, Maturity Date	Jul. 15, 2025
Debt Instrument, Interest Rate, Effective Percentage				14.00%
September 16 Third Party Loan Four Payments [Member]
Short-Term Debt [Line Items]
Debt Instrument, Frequency of Periodic Payment				5 payments
Debt Instrument, Periodic Payment				$ 21,654
September 16 Third Party Loan One Payment [Member]
Short-Term Debt [Line Items]
Debt Instrument, Periodic Payment				$ 86,617

NOTE 7 - CONVERTIBLE NOTES (Details Narrative) - USD ($)			9 Months Ended		12 Months Ended
	Mar. 01, 2024	Jan. 24, 2024	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Short-Term Debt [Line Items]
Long-Term Debt, Gross			$ 3,526,493		$ 367,837
Stock Issued During Period, Shares, New Issues			14,047,021
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net			$ 490,022		39,012
Debt Conversion, Converted Instrument, Amount			333,333
[custom:DebtConversionConvertedInstrumentFee]			$ 3,750
Debt Conversion, Converted Instrument, Shares Issued			3,064,394
Third Party Loans Total [Member]
Short-Term Debt [Line Items]
Interest Expense, Operating and Nonoperating			$ 555,092	$ 13,668
Amortization of Debt Discount (Premium)			693,516	$ 13,904
Convertible Note One [Member]
Short-Term Debt [Line Items]
Long-Term Debt, Gross					$ 284,760
Debt Instrument, Maturity Date					Jun. 01, 2024
Debt Instrument, Periodic Payment			31,893
Convertible Note Two [Member]
Short-Term Debt [Line Items]
Long-Term Debt, Gross					$ 256,760
Debt Instrument, Maturity Date					Oct. 15, 2024
Debt Instrument, Interest Rate Terms					a one-time interest charge of 12% shall be applied
Debt Instrument, Periodic Payment			$ 28,757
Convertible Note Third Party Total [Member]
Short-Term Debt [Line Items]
Long-Term Debt, Gross					$ 541,520
Interest on Convertible Debt, Net of Tax					$ 66,520
Debt Instrument, Convertible, Terms of Conversion Feature			The notes are convertible at the option 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 common stock during the 10 trading days prior to the conversion date
M 2 B S P A [Member]
Short-Term Debt [Line Items]
Long-Term Debt, Gross		$ 3,888,889
Debt Instrument, Convertible, Terms of Conversion Feature		Each noteholder shall receive shares of common stock (“Kicker Shares”) in an amount equal to ten percent of the principal amount of any Note issued divided by $0.11
Debt Instrument, Face Amount		$ 3,500,000
Debt Instrument, Convertible, Conversion Price		$ 0.11
Debt Instrument, Term		1 year
Debt Instrument, Interest Rate, Effective Percentage		18.00%
M 2 B S P A Tranche 1 [Member]
Short-Term Debt [Line Items]
Debt Instrument, Face Amount		$ 2,222,222
Stock Issued During Period, Shares, New Issues		2,020,200
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net		$ 222,222
M 2 B S P A Tranche 2 [Member]
Short-Term Debt [Line Items]
Debt Instrument, Face Amount	$ 1,111,111
Stock Issued During Period, Shares, New Issues	1,010,101
[custom:DebtInstrumentOriginalIssueDiscount]		111,111
M 2 B S P A Tranche 3 [Member]
Short-Term Debt [Line Items]
Debt Instrument, Face Amount	$ 555,556
Stock Issued During Period, Shares, New Issues	505,051
[custom:DebtInstrumentOriginalIssueDiscount]		$ 55,556
Third Party Convertible Debt [Member]
Short-Term Debt [Line Items]
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net			$ 105,360
Proceeds from Unsecured Notes Payable			$ 665,360
M 2 B Notes [Member]
Short-Term Debt [Line Items]
Debt Instrument, Convertible, Terms of Conversion Feature			The notes are convertible at the option 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 common stock during the 10 trading days prior to the conversion date.

NOTE 8 – STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)					3 Months Ended						9 Months Ended
	Nov. 03, 2023	Jan. 07, 2021	Nov. 11, 2020	Nov. 03, 2020	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common Stock, Shares Authorized					300,000,000						300,000,000		300,000,000
Common Stock, Par or Stated Value Per Share					$ 0.001						$ 0.001		$ 0.001
Stock Issued During Period, Shares, New Issues											14,047,021
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture					$ 31,820	$ 46,600	$ 31,065	$ 12,815	$ 6,900	$ 11,230
Stock Issued During Period, Shares, Other											337,083
Stock Issued During Period, Value, Other					337,083
Stock Issued During Period, Value, Conversion of Convertible Securities					$ 175,000	$ 400,000		$ 1,000,000		$ 400,000	$ 597,777
Common Stock, Shares, Issued					186,176,651						186,176,651		172,129,630
Common Stock, Shares, Outstanding					186,176,651						186,176,651		172,129,630
[custom:ProceedsFromIssuanceOfUnissuedCommonStock]											$ 100,000
Common Stock, Shares Subscribed but Unissued					2,586,452						2,586,452		136,452
Additional Paid in Capital, Common Stock					$ 171,061						$ 171,061		$ 71,061
Preferred Stock, Shares Authorized					1,200,000						1,200,000		1,200,000
Preferred Stock, Par or Stated Value Per Share					$ 0.001						$ 0.001		$ 0.001
Preferred Class A [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred Stock, Shares Authorized				10,000
Preferred Stock, Par or Stated Value Per Share				$ 0.001
Series A Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred Stock, Shares Authorized					10,000						10,000		10,000
Preferred Stock, Par or Stated Value Per Share					$ 0.001						$ 0.001		$ 0.001
Preferred Stock, Participation Rights				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
Preferred Stock, Voting Rights				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
Preferred Stock, Shares Issued					10,000						10,000		10,000
Preferred Stock, Shares Outstanding					10,000						10,000		10,000
Series B Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred Stock, Shares Authorized			200,000		200,000						200,000		200,000
Preferred Stock, Par or Stated Value Per Share			$ 0.001		$ 0.001						$ 0.001		$ 0.001
Preferred Stock, Participation Rights			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
Preferred Stock, Voting Rights			Holders of Series B Preferred Stock do not have voting rights
Preferred Stock, Shares Issued					31,080						31,080		31,080
Preferred Stock, Shares Outstanding					31,080						31,080		31,080
Preferred Stock, Redemption Terms		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
Debt Instrument, Convertible, Terms of Conversion Feature			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
Series C Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred Stock, Shares Authorized		200,000			200,000						200,000		200,000
Preferred Stock, Par or Stated Value Per Share		$ 0.001			$ 0.001						$ 0.001		$ 0.001
Preferred Stock, Shares Issued					0						0		0
Preferred Stock, Shares Outstanding					0						0		0
Preferred Stock, Redemption Terms		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
Preferred Class D [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred Stock, Shares Authorized	75,000
Preferred Stock, Par or Stated Value Per Share	$ 0.001
Series D Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred Stock, Shares Authorized					75,000						75,000		75,000
Preferred Stock, Par or Stated Value Per Share					$ 0.001						$ 0.001		$ 0.001
Preferred Stock, Shares Issued					0						0		0
Preferred Stock, Shares Outstanding					0						0		0
Preferred Stock, Redemption Terms		Under the Certificate of Designation, in the event of any dissolution, liquidation or winding up of the Corporation, the Holders of Series D Preferred Stock shall be entitled to participate in any distribution out of the assets of the Corporation before the holders of the Common Stock, Series A Preferred Stock and Series C Preferred Stock, but shall be considered on parity to the liquidation rights of the Series B Preferred Stockholders
Directors Issuance [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture											450,000
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture											$ 109,485
Debt Settlement Issuance [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock Issued During Period, Shares, Other											1,770,000
Stock Issued During Period, Value, Other											$ 279,660
Convertible Notes Issuance [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock Issued During Period, Shares, Conversion of Convertible Securities											3,535,354
Stock Issued During Period, Value, Conversion of Convertible Securities											$ 597,777
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture					150,000	150,000	150,000	60,000	60,000	60,000
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture					$ 150	$ 150	$ 150	$ 60	$ 60	$ 60
Stock Issued During Period, Shares, Other					3,064,394						3,064,394
Stock Issued During Period, Value, Other					$ 3,064
Stock Issued During Period, Shares, Conversion of Convertible Securities					3,405,057	1,822,216		5,514,707		2,941,177	575,000
Stock Issued During Period, Value, Conversion of Convertible Securities					$ 3,405	$ 1,822		$ 5,515		$ 2,942	$ 5,227,273
Conversion Of Debt Issuance [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock Issued During Period, Value, Other											$ 337,083
Stock Payable For Cash [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common Stock, Shares Subscribed but Unissued					2,450,000						2,450,000
Preferred Stock [Member] \| Series A Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture
Stock Issued During Period, Value, Other
Stock Issued During Period, Shares, Conversion of Convertible Securities
Stock Issued During Period, Value, Conversion of Convertible Securities
Preferred Stock [Member] \| Series B Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture
Stock Issued During Period, Shares, Other
Stock Issued During Period, Value, Other
Stock Issued During Period, Shares, Conversion of Convertible Securities
Stock Issued During Period, Value, Conversion of Convertible Securities
Preferred Stock [Member] \| Series C Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred Stock, Participation Rights		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
Preferred Stock, Voting Rights		Holders of Series C Preferred Stock do not have voting rights
Debt Instrument, Convertible, Terms of Conversion Feature		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
Preferred Stock [Member] \| Series D Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred Stock, Participation Rights	The holders of shares of Series D 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
Preferred Stock, Voting Rights	Holders of Series D Preferred Stock do not have voting rights
Debt Instrument, Convertible, Terms of Conversion Feature	may convert into common stock at a conversion rate of one thousand (1,000) shares of Common Stock for every one (1) share of Series D Preferred Stock

NOTE 9 - RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Related Party Transactions [Abstract]
Loans and Leases Receivable, Related Parties	$ 635,715		$ 340,515
Notes and Loans Payable, Current	26,613		26,613
Management Fee Expense	634,500	$ 402,000
Increase (Decrease) in Employee Related Liabilities	109,485	$ 30,945
Financial Guarantee Insurance Contracts, Risk Management Activities, Mitigating Claim Liabilities, Accrued Liabilities	$ 316,448		$ 100,128

NOTE 10 – COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Lessee, Operating Lease, Term of Contract	12 months
Operating Lease, Expense	$ 21,335	$ 4,048

NOTE 11 - ACQUISITIONS - QXTEL Consideration (Details) - USD ($)	Sep. 30, 2024	Apr. 01, 2024	Jan. 19, 2024
Business Acquisition [Line Items]
Asset Acquisition, Contingent Consideration, Liability	$ 1,000,000
Q X T E L [Member]
Business Acquisition [Line Items]
Business Acquisition, Transaction Costs		$ 3,000,000
Asset Acquisition, Contingent Consideration, Liability		1,000,000
Oil and Gas, Full Cost Method, Capitalized Cost Excluded from Amortization, Acquisition Cost		6,000,000
Yukon River Holdings [Member]
Business Acquisition [Line Items]
Notes Payable		$ 2,000,000	$ 2,000,000

NOTE 11 - ACQUISITIONS - QXTEL Assets and Liabilities Acquired (Details) - USD ($)	Sep. 30, 2024	Apr. 01, 2024	Dec. 31, 2023
Business Acquisition [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents	$ 357,500		$ 357,500
Q X T E L [Member]
Business Acquisition [Line Items]
Oil and Gas, Full Cost Method, Capitalized Cost Excluded from Amortization, Acquisition Cost		$ 6,000,000
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents		769,879
Business Combination, Acquired Receivable, Fair Value		14,946,919
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables		208,550
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Other		214,564
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory		30,963
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets		16,170,875
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable		14,796,505
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities		403,584
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities		15,200,089
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net		970,786
Business Combination, Acquisition of Less than 100 Percent, Noncontrolling Interest, Fair Value		475,685
Business Combination, Assets and Liabilities Arising from Contingencies, Amount Recognized, Net		495,101
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest		$ 5,504,899

NOTE 11 - ACQUISITIONS - Unaudited Pro Forma Results of Operations QXTEL (Details) - USD ($)	3 Months Ended						9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Business Acquisition [Line Items]
Revenues	$ 54,249,614			$ 39,757,203			$ 184,346,412	$ 97,248,561
Cost of revenues	52,229,695			38,728,682			178,737,687	94,218,838
Gross profit	2,019,919			1,028,521			5,608,725	3,029,723
Operating expenses	2,076,472			957,768			6,144,677	3,529,218
Operating loss	(56,553)			70,753			(535,952)	(499,495)
Other income (expense)	(646,846)			(24,844)			(2,646,275)	224,938
Net income (loss)	$ (773,004)	$ (1,963,887)	$ (580,216)	$ 45,909	$ (161,644)	$ (158,822)	(3,317,107)	(274,557)
Pro Forma Acquisitions [Member]
Business Acquisition [Line Items]
Revenues							212,029,873	156,944,034
Cost of revenues							205,899,685	150,745,335
Gross profit							6,130,188	6,198,699
Operating expenses							6,773,339	5,747,451
Operating loss							(643,151)	451,248
Other income (expense)							(2,646,275)	224,938
Income tax							(134,880)	(203,975)
Net income (loss)							$ (3,424,306)	$ 472,211

NOTE 11 – ACQUISITION (Details Narrative) - USD ($)				5 Months Ended	9 Months Ended
NOTE 11 – ACQUISITION (Details Narrative) - USD ($)	Jun. 27, 2024	Apr. 01, 2024	Jan. 19, 2024	Jun. 27, 2024	Sep. 30, 2024	Jun. 28, 2024
Yukon River Holdings [Member]
Business Acquisition [Line Items]
Business Acquisition, Date of Acquisition Agreement			Jan. 19, 2024
Asset Acquisition, Price of Acquisition, Expected			$ 5,000,000
Other Payments to Acquire Businesses			1,500,000
Oil and Gas, Full Cost Method, Capitalized Cost Excluded from Amortization, Acquisition Cost, Period Cost			1,500,000
Notes Payable		$ 2,000,000	2,000,000
Repayments of Notes Payable				$ 200,000	$ 500,000
Debt Instrument, Periodic Payment			200,000
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid			$ 600,000
Business Acquisition, Effective Date of Acquisition		Apr. 01, 2024
Yukon River Holdings Second Amendment [Member]
Business Acquisition [Line Items]
Notes Payable	$ 1,800,000			1,800,000
Debt Instrument, Payment Terms	The amended and restated promissory note also changed the payment structure, from installment payments of $200,000 for each of the months of May through November ($1,400,000) with a balloon payment of $600,000, to monthly installments of $75,000 plus interest during 2024, and $212,500 plus interest during the first 6 months of 2025. We also revised the Earnout Payment due to the Seller. The Earnout Payment was redefined at $721,035 net income, to be achieved in Q2, Q3 and Q4 of 2024
Debt Instrument, Periodic Payment	$ 75,000
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid	212,500			212,500
[custom:EarnestMoneyRedefinedAsNetIncome-0]	$ 721,035			$ 721,035
Yukon River Holdings Balloon Achievement [Member]
Business Acquisition [Line Items]
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid						$ 1,000,000

NOTE 12 - SEGMENT - Schedule of Operating Activities Information by Geographic Segment (Details) - USD ($)	3 Months Ended						9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Segment Reporting Information [Line Items]
Revenues	$ 54,249,614			$ 39,757,203			$ 184,346,412	$ 97,248,561
Cost of revenue	52,229,695			38,728,682			178,737,687	94,218,838
Gross profit	2,019,919			1,028,521			5,608,725	3,029,723
Operating expenses
General and administration	2,076,472			957,768			6,144,677	3,529,218
Operating income (loss)	(56,553)			70,753			(535,952)	(499,495)
Other income (expense)	(646,846)			(24,844)			(2,646,275)	224,938
Income tax expense	(69,605)						(134,880)
Net income (loss)	(773,004)	$ (1,963,887)	$ (580,216)	45,909	$ (161,644)	$ (158,822)	(3,317,107)	(274,557)
U S A [Member]
Segment Reporting Information [Line Items]
Revenues	36,604,753			39,390,527			135,649,542	97,198,336
Cost of revenue	35,614,356			38,593,585			132,502,666	94,779,408
Gross profit	990,397			796,942			3,146,876	2,418,928
Operating expenses
General and administration	1,303,275			770,467			4,262,032	2,966,908
Operating income (loss)	(312,878)			26,475			(1,115,156)	(547,980)
Other income (expense)	(633,774)			(23,893)			(2,666,763)	249,286
Income tax expense
Net income (loss)	(946,652)			2,582			(3,781,919)	(298,694)
Switzerland [Member]
Segment Reporting Information [Line Items]
Revenues	1,048,201			1,498,054			3,157,073	4,179,569
Cost of revenue	822,312			1,266,475			2,542,555	3,568,774
Gross profit	225,889			231,579			614,518	610,795
Operating expenses
General and administration	257,881			187,301			701,426	562,310
Operating income (loss)	(31,992)			44,278			(86,908)	48,485
Other income (expense)	(6,544)			(951)			33,544	(24,348)
Income tax expense	(162)						(162)
Net income (loss)	(38,698)			43,327			(53,526)	24,137
United Kingdom [Member]
Segment Reporting Information [Line Items]
Revenues	17,202,173						48,676,228
Cost of revenue	16,165,751						46,596,108
Gross profit	1,036,422						2,080,120
Operating expenses
General and administration	748,105						1,414,008
Operating income (loss)	288,317						666,112
Other income (expense)	(6,528)						(13,056)
Income tax expense	(69,443)						(134,718)
Net income (loss)	212,346						518,338
Elimination [Member]
Segment Reporting Information [Line Items]
Revenues	(605,513)			(1,131,378)			(3,136,431)	(4,129,344)
Cost of revenue	(372,724)			(1,131,378)			(2,903,642)	(4,129,344)
Gross profit	(232,789)						(232,789)
Operating expenses
General and administration	(232,789)						(232,789)
Operating income (loss)
Other income (expense)
Income tax expense
Net income (loss)

NOTE 12 - SEGMENT - Schedule of Asset Information by Geographic Segment (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Assets
Current assets	$ 19,664,986	$ 15,719,172
Non-current assets	12,774,132	6,436,481
Liabilities
Current liabilities	24,066,234	13,840,944
Non-current liabilities	283,586	268,837
U S A [Member]
Assets
Current assets	8,735,079	14,537,969
Non-current assets	23,373,710	11,810,606
Liabilities
Current liabilities	13,130,629	11,978,244
Non-current liabilities	139	139
Switzerland [Member]
Assets
Current assets	850,772	1,874,627
Non-current assets	830,653	810,437
Liabilities
Current liabilities	1,705,110	2,556,124
Non-current liabilities	169,599	268,698
United Kingdom [Member]
Assets
Current assets	10,792,038
Non-current assets	754,331
Liabilities
Current liabilities	9,943,398
Non-current liabilities	113,848
Elimination [Member]
Assets
Current assets	(712,903)	(693,424)
Non-current assets	(12,184,562)	(6,184,562)
Liabilities
Current liabilities	(712,903)	(693,424)
Non-current liabilities

NOTE 13 - WARRANTS - Schedule of Warrant Summary (Details) - $ / shares	9 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Accounting Policies [Abstract]
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding, Number	4,772,727
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 0.11	$ 0
Warrants and Rights Outstanding, Term	3 months
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted	10,000,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value	$ 0.88
[custom:WeightedAverageRemainingLifeOfWarrantsGrantedInPeriod]	10 months 17 days
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Exercised	5,227,273
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price	$ 0.11
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Forfeitures
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Intrinsic Value	$ 0
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsOutstandingWeightedAverageRemainingContractualTermsOfForfeited]

NOTE 13 - WARRANTS - Schedule of Fair Value Measurement of Liabilities (Details)	Sep. 30, 2024
Minimum [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term	3 months
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum	78.00%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum	4.73%
Maximum [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term	7 months 24 days
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum	118.00%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum	5.44%

NOTE 13 - WARRANTS - Fair Value Measurements Using Significant Observable Inputs (Details) - USD ($)	3 Months Ended				9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Sep. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Accounting Policies [Abstract]
Derivative, Fair Value, Net	$ 277,946				$ 277,946
Debtor Reorganization Items, Debt Issuance Cost and Debt Discount, Writeoff					100,000
[custom:ResolutionOfDerivativeLiabilitiesValue]	$ 646,520	$ 239,323	$ 735,681	$ 240,258	885,843	$ 975,939
Debt Securities, Held-to-Maturity, Transfer, Derivative Hedge, Gain (Loss)					$ 1,063,789

NOTE 13 – WARRANTS (Details Narrative) - USD ($)		9 Months Ended
NOTE 13 – WARRANTS (Details Narrative) - USD ($)	Feb. 12, 2024	Sep. 30, 2024
Short-Term Debt [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted		10,000,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Outstanding		$ 253,000
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage		4.99%
A D I Funding L L C [Member]
Short-Term Debt [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Intrinsic Value	$ 100,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted	10,000,000
Debt Instrument, Call Feature	The exercise price per share of the common stock under the Option shall be (i) 70% of the VWAP of the common stock during the then 10 Trading Days immediately preceding, but not including the date of exercise if the VWAP is below $2.00 or (ii) seventy five percent (75%) of the VWAP of the common stock during the then 10 Trading Days immediately preceding, but not including the date of exercise if the VWAP is equal or above $2.00
Option Indexed to Issuer's Equity, Settlement Alternatives	ADI Funding has the right and the obligation to exercise, on a “cash basis”, not less than (i) 2,000,000 of the shares of common stock underlying the option not later than the later of March 31, 2024 or the date on which there is an effective registration statement permitting the resale of the shares by ADI Funding. From and after the occurrence of the above-referenced exercise, each additional exercise of the Option shall be in an amount not less than 1,000,000 shares, which shall occur every thirty (30) days and shall be exercised only on a cash basis. ADI Funding’s obligation to exercise each specified portion of the Option is subject to the exercise price being not less than $0.11
Beneficial Ownership Limitation Upon Notice [Member]
Short-Term Debt [Line Items]
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage		9.99%

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