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NOTE 4 - ACQUISITIONS

12 Months Ended

Dec. 31, 2023

Business Combination and Asset Acquisition [Abstract]

NOTE 4 - ACQUISITIONS

On May 13, 2022, we entered into a Company Acquisition Agreement (Purchase Agreement) with US Acquisitions, LLC, a California limited liability company (Seller) concerning the contemplated sale by Seller and the purchase by us of 51% of the membership interests Seller held in Whisl, a Texas limited liability company. Whisl provides local US termination for Voice through its FCC license of VoIP Service number 832742; and is in the process to obtain a C-Lec FCC License over next 12 months. Whisl is one of the premier Intermediate Voice Providers in the USA. It has been a carrier since 2017 with billions of minutes traversing its network and provides its customers with multiple levels of Redundancy, Diversity, and Disaster Recovery for their applications and ability to make changes to underlying carrier configuration in real time. Whisl offers a single carrier solution for Voice Global services, and its customers benefit from hundreds of interconnection agreements that the company has cultivated since its inception. Pursuant to the Purchase Agreement, the closing of the purchase of the 51% membership interests was $1,800,000, which consisted of $1,250,000 in cash and $550,000 in our restricted common stock to Seller, which amounts to 1,461,653 shares of common stock.

On June 1, 2022, we entered into a Purchase Agreement for the purchase of 51% of the membership interests in Smartbiz, a Florida Corporation which provides telecommunication services, dedicated to VoIP business for wholesale and retail markets. The purchase price for the acquisition was $1,800,000, which consisted of $800,000 in cash and $1,000,000 in our common stock to the seller, which amounts to 2,850,330 shares of common stock.

Smartbiz and Whisl have been included in our consolidated results of operations since the acquisition dates.

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

Whisl

	May 13,
Fair Value of Consideration:	2022
Cash	$	1,250,000
1,461,653 shares of common stock		550,000
Total Purchase Price	$	1,800,000

Smartbiz

	June 1,
Fair Value of Consideration:	2022
Cash	$	800,000
2,850,330 shares of common stock		1,000,000
Total Purchase Price	$	1,800,000

An additional 754,684 shares of common stock were issued to the seller in December 2022 in accordance with the terms of the purchase agreement.

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

Whisl


Total purchase price	$	1,800,000
Cash		141,113
Accounts receivable		109,762
Total identifiable assets		250,875

Accounts payable		(241,426	)
Other current liabilities		(2,075	)
Total liabilities assumed		(243,501	)
Net assets		7,374

Non-controlling interest		3,613
Total net assets		3,761
Goodwill	$	1,796,239

Smartbiz


Total purchase price	$	1,800,000
Cash		19,755
Accounts receivable		789,515
Total identifiable assets		809,270

Accounts payable		(807,265	)
Other current liabilities		(76,839	)
Total liabilities assumed		(884,104	)
Accumulated deficit		(74,834	)

Non-controlling interest		(36,669	)
Total accumulated deficit		(38,165	)
Goodwill	$	1,838,165

Unaudited combined proforma results of operations for the year ended December 31, 2022 as though the Company acquired Smartbiz and Whisl on January 1, 2022, are set forth below:


	December 31,
	2022
Revenues	$	103,353,405
Cost of revenues		101,717,011
Gross profit		1,636,394

Operating expenses		5,762,097
Operating loss		(4,125,703	)

Other expense		(2,674,101	)

Net Loss	$	(6,799,804	)