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EX-99.3 - EXHIBIT 99.3 IQSTEL PROFOMA FINANCIALS - iQSTEL Incf8ka121018_ex99z3.htm
EX-99.1 - EXHIBIT 99.1 AUDITED FINANCIAL INFORMATION FOR ETELIX - iQSTEL Incf8ka121018_ex99z1.htm
8-K/A - FORM 8-K/A AMENDED CURRENT REPORT - iQSTEL Incf8ka121018_8kz.htm

 

EXHIBIT 99.2

 

 

 

ETELIX,COM USA LLC

 

Index to Interim Unaudited Financial Statements

 

 

 

Page

 

 

 

 

 

Balance Sheets as of March 31, 2018 and December 31, 2017

 

2

 

 

 

 

 

Statements of Operations for the three months ended March 31, 2018 and 2017

 

3

 

 

 

 

 

Statements of Cash Flows for the three months ended March 31, 2018 and 2017

 

4

 

 

 

 

 

Notes to the Unaudited Financial Statements

 

5

 

 

 

 


1



 

ETELIX.COM USA LLC

Balance Sheets

(Unaudited)

 

 

 

March 31,

 

December 31,

 

 

2018

 

2017

ASSETS

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

Cash and cash equivalent

 

$

27,784

 

$

23,266

Accounts receivable

 

 

1,996,611

 

 

1,099,533

Other current assets

 

 

-

 

 

132,576

Total Current Assets

 

 

2,024,395

 

 

1,255,375

 

 

 

 

 

 

 

Fixed assets, net

 

 

286,170

 

 

305,031

TOTAL ASSETS

 

$

2,310,565

 

$

1,560,406

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND MEMBERS´S EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

Accounts payable

 

$

1,119,951

 

$

748,542

Loans payable

 

 

239,542

 

 

227,958

Other current liabilities

 

 

550,906

 

 

262,581

Total Current Liabilities

 

 

1,910,399

 

 

1,239,081

 

 

 

 

 

 

 

Long-term loans payable – related parties

 

 

90,837

 

 

136,037

TOTAL LIABILITIES

 

 

2,001,236

 

 

1,375,118

 

 

 

 

 

 

 

MEMBERS' EQUITY

 

 

 

 

 

 

Membership equity

 

 

853,515

 

 

748,515

Accumulated deficit

 

 

(544,186)

 

 

(563,227)

Total Members’ Equity

 

 

309,329

 

 

185,288

 

 

 

 

 

 

 

TOTAL LIABILITIES AND MEMBERS´  EQUITY

 

$

2,310,565

 

$

1,560,406

 

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

 


2



ETELIX.COM USA LLC

Statements of Operations

 (Unaudited)

 

 

 

Three months ended

 

 

March 31,

 

 

2018

 

2017

 

 

 

 

 

 

 

Revenue

 

$

2,180,165

 

$

1,874,154

Cost of revenue

 

 

(1,967,159)

 

 

(1,684,264)

Gross profit

 

 

213,006

 

 

189,890

 

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

General and administrative

 

 

123,976

 

 

160,205

Total operating expenses

 

 

123,976

 

 

160,205

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

Other income

 

 

-

 

 

-

Other expense

 

 

(12,935)

 

 

-

Interest expense

 

 

(57,054)

 

 

(18,324)

Total other income (expense)

 

 

(69,989)

 

 

(18,324)

 

 

 

 

 

 

 

Net income before taxes

 

 

19,041

 

 

11,361

Income tax expense

 

 

-

 

 

-

Net income

 

$

19,041

 

$

11,361

 

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

 

 

 


3



 

ETELIX.COM USA LLC

Statements of Cash Flows

 (Unaudited)

 

 

 

 

Three months ended

 

 

March 31,

 

 

2018

 

2017

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

Net income (loss)

 

$

19,041

 

$

11,361

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

 

 

 

 

 

 

Depreciation and Amortization

 

 

18,861

 

 

18,861

Changes in operating assets and liabilities:

 

 

 

 

 

 

Accounts receivable

 

 

(897,078)

 

 

(378,721)

Other current assets

 

 

132,576

 

 

83,365

Accounts payable

 

 

371,409

 

 

76,956

Other current liabilities

 

 

288,325

 

 

112,161

Net cash used in operating activities

 

 

(66,866)

 

 

(76,017)

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

Purchase of fixed assets

 

 

-

 

 

-

Net cash used in investing activities

 

 

-

 

 

-

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITY:

 

 

 

 

 

 

Capital contribution

 

 

59,800

 

 

-

Loan payable

 

 

133,000

 

 

82,625

Repayment of loan payable

 

 

(121,416)

 

 

(15,998)

Net cash provided by financing activity

 

 

71,384

 

 

66,627

 

 

 

 

 

 

 

Net change in cash and cash equivalents

 

 

4,518

 

 

(9,390)

Cash and cash equivalents - Beginning of period

 

 

23,266

 

 

17,885

Cash and Cash Equivalents - end of Period

 

$

27,784

 

$

8,495

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL CASH FLOW INFORMATION:

 

 

 

 

 

 

Cash paid for income taxes

 

$

-

 

$

-

Cash paid for interest

 

$

57,054

 

$

18,324

 

 

 

 

 

 

 

NON CASH INVESTING AND FINANCING ACTIVITIES

 

 

 

 

 

 

Related party debt forgiveness

 

$

45,200

 

$

-

 

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

 

 

 


4



ETELIX.COM USA LLC

Notes to the Unaudited Financial Statements

March 31, 2018

 

NOTE 1 -ORGANIZATION AND DESCRIPTION OF BUSINESS

 

ETELIX,COM USA LLC (the “Company”) is a Florida corporation incorporated on September 30, 2008.

 

The Company has been engaged in the business of telecommunication services as a wholesale carrier of voice and data for other telecom companies around the World with more than 150 active interconnection agreements with mobile companies, fix line companies and other wholesale carriers. 

 

NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

The accompanying unaudited 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 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 for annual financial statements.

 

In the opinion of the company’s management, the accompanying unaudited interim financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the company as of March 31, 2018 and the results of operations and cash flows for the periods presented. The results of operations for the three months ended March 31, 2018 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited interim financial statements should be read in conjunction with the audited financial statements and related notes thereto included in Exhibit 99.1 of the Form 8-K Amendment 1, as filed with the SEC on December 14, 2018

 

Use of Estimates

 

The preparation of 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.

 

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 reviews its allowance for doubtful accounts daily, past due balances over 60 days and a specified amount are reviewed individually for collectability. Account balances are charged off after all means of collection have been exhausted and the potential for recovery is considered remote. As of March 31, 2018, and December 31, 2017, the Company had no valuation allowance for doubtful accounts for the Company’s accounts receivable and recorded no bad debt expense.

 

NOTE 3 - GOING CONCERN

 

The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company does not have significant cash or other current assets, nor does it have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern.  In addition, as of March 31, 2018, the Company had accumulated deficit of $544,186 and net cash used in operating activities of $66,866 for the three months ended March 31, 2018.  These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The 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 and marketing expenses.  The Company may experience a cash shortfall and be required to raise additional capital.


5



Historically, the Company has relied upon funds from its members. 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 members.

 

NOTE 4 – OTHER CURRENT ASSETS

 

Other current assets at March 31, 2018 and December 31, 2017, consist of the following:

 

 

 

March 31,

 

December 31,

 

 

2018

 

2017

Other receivable

 

$

-

 

$

124,484

Prepaid expenses

 

 

-

 

 

8,092

 

 

$

-

 

$

132,576

 

NOTE 5 – FIXED ASSETS, NET

 

Fixed assets, net at March 31, 2018 and December 31, 2017, consist of the following:

 

 

 

March 31,

 

December 31,

 

 

2018

 

2017

Telecommunication equipment

 

$

245,260

 

$

245,260

Telecommunication software

 

 

400,903

 

 

400,903

Total fixed assets

 

 

646,163

 

 

646,163

Accumulated depreciation and amortization

 

 

(359,993)

 

 

(341,132)

Total Fixed assets

 

$

286,170

 

$

305,031

 

Depreciation expense for the three months ended March 31, 2018 and 2017 amounted to $18,861 and $18,861, respectively.

 

NOTE 6 –LOANS PAYABLE

 

Loans payable at March 31, 2018 and December 31, 2017 consist of the following:

 

 

 

March 31,

 

December 31,

 

 

Interest

 

 

2018

 

2017

 

Term

rate

APP Group Inter

 

$

1,390

 

$

1,390

 

Note was issued on June 28, 2017 and due in December 17, 2017

32.0%

Complete Business Solutions_2

 

 

-

 

 

34,438

 

Note was issued on November 14, 2017 and due in May 3, 2018

28.6%

Advantage Platform Services_3

 

 

132,420

 

 

192,130

 

Note was issued on December 19, 2017 and due in October 18, 2018

31.5%

Advantage Platform Services_4

 

 

63,732

 

 

-

 

Note was issued on February 2, 2018 and due in October 1, 2018

31.0%

DMKA LLC

 

 

42,000

 

 

-

 

Note was issued on March 9, 2018 and due in July 28, 2018

28.6%

Total

 

 

239,542

 

 

227,958

 

 

 

Less : Current portion of loans payable

 

 

239,542

 

 

227,958

 

 

 

Long-term loans payable

 

$

-

 

$

-

 

 

 

 

During the three months ended March 31, 2018 and 2017, the Company borrowed $133,000 and $82,625, respectively, and repaid the principal amount of $121,416 and $15,998 and interest expense of $57,054 and $18,324, respectively.


6



NOTE 7 – OTHER CURRENT LIABILITIES

 

Other current liabilities at March 31, 2018 and December 31, 2017, consist of the following:

 

 

 

March 31,

 

December 31,

 

 

2018

 

2017

Accrued liabilities

 

$

372,531

 

$

118,152

Salary payable

 

 

153,030

 

 

137,348

Other payable

 

 

25,345

 

 

7,081

 

 

$

550,906

 

$

262,581

 

NOTE 8 – MEMBERS’ EQUITY

 

During the three months ended March 31, 2018 and 2017, the Company received capital contributions of $59,800 and $0, respectively. During the three months ended March 31, 2018, loan payable – related parties of $45,200 was forgiven.

 

NOTE 9 - RELATED PARTY TRANSACTIONS

 

Loans payable – related parties

 

 

 

March 31,

 

December 31,

 

 

Interest

 

 

2018

 

2017

 

Term

rate

Alonso Van Der Biest

 

$

80,200

 

$

80,200

 

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

16.5%

Alvaro Quintana

 

 

10,637

 

 

10,837

 

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

0%

Leandro Iglesias

 

 

-

 

 

45,000

 

 

 

Total

 

 

90,837

 

 

136,037

 

 

 

Less: Current portion of loans payable

 

 

-

 

 

-

 

 

 

Long-term loans payable

 

$

90,837

 

$

136,037

 

 

 

 

NOTE 10 - SUBSEQUENT EVENTS

 

Membership Interest Purchase Agreements and Reorganization

 

On June 25, 2018 (the “Effective Date”), the Company entered into a membership purchase agreement with iQSTEL Inc. (“iQSTEL”) and became a 100% subsidiary of iQSTEL.

 

Pursuant to the terms of the membership interest purchase agreement, iQSTEL issued 13,751,875 shares of its unregistered common stock to the members of Etelix in exchange for their memberships interests in Etelix and as a result of the Purchase Agreements, Etelix became a wholly owned subsidiary of iQSTEL.

 


7