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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 June 30, 2021
☐ | 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: 141,657,358 common shares as of August 16, 2021

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 | 9
Item 4: | Controls and Procedures | 9
PART II – OTHER INFORMATION
Item 1: | Legal Proceedings | 10
Item 1A: | Risk Factors | 10
Item 2: | Unregistered Sales of Equity Securities and Use of Proceeds | 10
Item 3: | Defaults Upon Senior Securities | 10
Item 4: | Mine Safety Disclosures | 10
Item 5: | Other Information | 10
Item 6: | Exhibits | 11

| 2 |

Table of Contents

PART I - FINANCIAL INFORMATION

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 June 30, 2021 (unaudited) and December 31, 2020;
F-2 | Consolidated Statements of Operations for the three and six months ended June 30, 2021 and 2020 (unaudited);
F-3 | Consolidated Statements of Cash Flows for the six months ended June 30, 2021 and 2020 (unaudited); and
F-4 | Consolidated Statements of Stockholder’s Equity as of June 30, 2021; and 2020.
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 June 30, 2021 are not necessarily indicative of the results that can be expected for the full year.

| 3 |

Table of Contents

iQSTEL INC

Consolidated Balance Sheets

(Unaudited)

|  | June 30, 2021 |  | December 31, 2020
ASSETS |  |  |  |
Current Assets |  |  |  |  |  |  |
Cash and cash equivalents |  | $ | 1,849,470 |  |  | $ | 753,316
Accounts receivable, net |  |  | 3,262,974 |  |  |  | 2,528,321
Due from related parties |  |  | 245,810 |  |  |  | 221,790
Prepaid and other current assets |  |  | 205,195 |  |  |  | 78,157
Total Current Assets |  |  | 5,563,449 |  |  |  | 3,581,584
Property and equipment, net |  |  | 359,198 |  |  |  | 350,530
Intangible asset |  |  | 35,070 |  |  |  | 21,875
Goodwill |  |  | 1,537,742 |  |  |  | 1,537,742
Deferred tax assets |  |  | 439,769 |  |  |  | 460,036
TOTAL ASSETS |  | $ | 7,935,228 |  |  | $ | 5,951,767
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) |  |  |  |  |  |  |
Current Liabilities |  |  |  |  |  |  |
Accounts payable |  |  | 2,648,123 |  |  |  | 2,737,411
Due to related parties |  |  | 34,616 |  |  |  | 94,616
Loans payable - net of discount of $0 and $19,221 |  |  | 103,824 |  |  |  | 1,332,612
Loans payable - related parties |  |  | 1,129,188 |  |  |  | 2,054,379
Current portion of convertible notes - net of discount of $0 and $370,106 |  |  | — |  |  |  | 253,554
Other current liabilities |  |  | 272,156 |  |  |  | 413,676
Derivative liabilities |  |  | — |  |  |  | 1,025,691
Total Current Liabilities |  |  | 4,187,907 |  |  |  | 7,911,939
Convertible notes - net of discount of $0 and $2,184 |  |  | — |  |  |  | 2,816
Loans payable, non-current |  |  | 136,606 |  |  |  | 270,836
Employee benefits, non-current |  |  | 154,110 |  |  |  | 161,212
TOTAL LIABILITIES |  |  | 4,478,623 |  |  |  | 8,346,803
Stockholders' Equity (Deficit) |  |  |  |  |  |  |
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, respectively |  |  | 10 |  |  |  | 10
Series B Preferred stock: 200,000 designated; $0.001 par value, 21,000 and 0 shares issued and outstanding |  |  | 21 |  |  |  | —
Series C Preferred stock: 200,000 designated; $0.001 par value, No shares issued and outstanding |  |  | — |  |  |  | —
Common stock: 300,000,000 authorized; $0.001 par value 141,657,358 and 118,133,432 shares issued and outstanding, respectively |  |  | 141,657 |  |  |  | 118,133
Additional paid in capital |  |  | 22,045,226 |  |  |  | 13,267,261
Accumulated deficit |  |  | (17,628,915 | ) |  |  | (14,699,148)
Accumulated other comprehensive loss |  |  | (48,825 | ) |  |  | (74,831)
Equity (Deficit) attributed to stockholders of iQSTEL Inc. |  |  | 4,509,174 |  |  |  | (1,388,575)
Deficit attributable to noncontrolling interests |  |  | (1,052,569 | ) |  |  | (1,006,461)
Total Stockholders' Equity (Deficit) |  |  | 3,456,605 |  |  |  | (2,395,036)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) |  | $ | 7,935,228 |  |  | $ | 5,951,767

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 |  | Six Months Ended
|  | June 30, |  | June 30,
|  | 2021 |  | 2020 |  | 2021 |  | 2020
Revenues |  | $ | 16,128,367 |  |  | $ | 11,130,086 |  |  | $ | 30,325,978 |  |  | $ | 16,147,498
Cost of revenues |  |  | 16,083,802 |  |  |  | 10,397,778 |  |  |  | 29,794,043 |  |  |  | 15,576,331
Gross profit |  |  | 44,565 |  |  |  | 732,308 |  |  |  | 531,935 |  |  |  | 571,167
Operating expenses |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
General and administration |  |  | 1,209,167 |  |  |  | 905,016 |  |  |  | 2,707,278 |  |  |  | 2,202,543
Total operating expenses |  |  | 1,209,167 |  |  |  | 905,016 |  |  |  | 2,707,278 |  |  |  | 2,202,543
Loss from operations |  |  | (1,164,602 | ) |  |  | (172,708 | ) |  |  | (2,175,343 | ) |  |  | (1,631,376)
Other income (expense) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Other income |  |  | 4,145 |  |  |  | 8,815 |  |  |  | 29,179 |  |  |  | 24,732
Other expenses |  |  | (427 | ) |  |  | (3,002 | ) |  |  | (896 | ) |  |  | (8,057)
Interest expense |  |  | (12,062 | ) |  |  | (653,141 | ) |  |  | (642,087 | ) |  |  | (1,454,515)
Change in fair value of derivative liabilities |  |  | 39,505 |  |  |  | 1,914,271 |  |  |  | 317,080 |  |  |  | 254,248
Gain (loss) on settlement of debt |  |  | 11,069 |  |  |  | 283,230 |  |  |  | (528,794 | ) |  |  | 283,230
Total other income (expense) |  |  | 42,230 |  |  |  | 1,550,173 |  |  |  | (825,518 | ) |  |  | (900,362)
Net income (loss) before provision for income taxes |  |  | (1,122,372 | ) |  |  | 1,377,465 |  |  |  | (3,000,861 | ) |  |  | (2,531,738)
Income taxes |  |  | — |  |  |  | — |  |  |  | — |  |  |  | —
Net income (loss) |  |  | (1,122,372 | ) |  |  | 1,377,465 |  |  |  | (3,000,861 | ) |  |  | (2,531,738)
Less: Net income (loss) attributable to noncontrolling interests |  |  | (134,996 | ) |  |  | 91,446 |  |  |  | (71,094 | ) |  |  | 72,733
Net income (loss) attributed to stockholders of iQSTEL Inc. |  | $ | (987,376 | ) |  | $ | 1,286,019 |  |  | $ | (2,929,767 | ) |  | $ | (2,604,471)
Comprehensive income (loss) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Net income (loss) |  | $ | (1,122,372 | ) |  | $ | 1,377,465 |  |  | $ | (3,000,861 | ) |  | $ | (2,531,738)
Foreign currency adjustment |  |  | (56,664 | ) |  |  | (30,310 | ) |  |  | 50,992 |  |  |  | (33,588)
Total comprehensive income (loss) |  |  | (1,179,036 | ) |  | $ | 1,347,155 |  |  | $ | (2,949,869 | ) |  | $ | (2,565,326)
Less: Comprehensive income (loss) attributable to noncontrolling interests |  |  | (162,761 | ) |  |  | 76,594 |  |  |  | (46,108 | ) |  |  | 56,275
Net comprehensive income (loss) attributed to stockholders of iQSTEL Inc. |  | $ | (1,016,275 | ) |  | $ | 1,270,561 |  |  | $ | (2,903,761 | ) |  | $ | (2,621,601)
Basic earnings (loss) per common share |  | $ | (0.01 | ) |  | $ | 0.02 |  |  | $ | (0.02 | ) |  | $ | (0.06)
Diluted loss per common share |  | $ | (0.01 | ) |  | $ | (0.01 | ) |  | $ | (0.02 | ) |  | $ | (0.06)
Weighted average number of common shares outstanding - Basic |  |  | 139,078,656 |  |  |  | 57,019,993 |  |  |  | 128,840,922 |  |  |  | 43,928,994
Weighted average number of common shares outstanding - Diluted |  |  | 139,078,656 |  |  |  | 68,551,209 |  |  |  | 128,840,922 |  |  |  | 43,928,994

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

| F-2 |

Table of Contents

iQSTEL INC

Consolidated Statements of Changes in Stockholders’ Equity (Deficit)

For the three and six months ended June 30, 2021 and 2020

(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 Shareholders’ Deficit
Balance - December 31, 2020 |  |  | 10,000 |  |  | $ | 10 |  |  |  | — |  |  | $ | — |  |  |  | 118,133,432 |  |  | $ | 118,133 |  |  | $ | 13,267,261 |  |  | $ | (14,699,148 | ) |  | $ | (74,831 | ) |  | $ | (1,388,575 | ) |  | $ | (1,006,461 | ) |  | $ | (2,395,036)
Preferred stock issued for conversion of common stock |  |  | — |  |  |  | — |  |  |  | 21,000 |  |  |  | 21 |  |  |  | (21,000,000 | ) |  |  | (21,000 | ) |  |  | 20,979 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | —
Common stock issued for cash |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 35,862,500 |  |  |  | 35,863 |  |  |  | 3,550,387 |  |  |  | — |  |  |  | — |  |  |  | 3,586,250 |  |  |  | — |  |  |  | 3,586,250
Common stock issued for service |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 195,000 |  |  |  | 195 |  |  |  | 284,505 |  |  |  | — |  |  |  | — |  |  |  | 284,700 |  |  |  | — |  |  |  | 284,700
Common stock issued for compensation |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 600,000 |  |  |  | 600 |  |  |  | 563,400 |  |  |  | — |  |  |  | — |  |  |  | 564,000 |  |  |  | — |  |  |  | 564,000
Common stock issued for forbearance of debt |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 250,000 |  |  |  | 250 |  |  |  | 49,675 |  |  |  | — |  |  |  | — |  |  |  | 49,925 |  |  |  | — |  |  |  | 49,925
Common stock issued for conversion of debt |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 6,080,632 |  |  |  | 6,081 |  |  |  | 416,214 |  |  |  | — |  |  |  | — |  |  |  | 422,295 |  |  |  | — |  |  |  | 422,295
Cancellation of common stock |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (1,294,600 | ) |  |  | (1,295 | ) |  |  | (88,809 | ) |  |  | — |  |  |  | — |  |  |  | (90,104 | ) |  |  | — |  |  |  | (90,104)
Resolution of derivative liabilities |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 708,611 |  |  |  | — |  |  |  | — |  |  |  | 708,611 |  |  |  | — |  |  |  | 708,611
Foreign currency translation adjustments |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 54,905 |  |  |  | 54,905 |  |  |  | 52,751 |  |  |  | 107,656
Net loss |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (1,942,391 | ) |  |  | — |  |  |  | (1,942,391 | ) |  |  | 63,902 |  |  |  | (1,878,489)
Balance - March 31, 2021 |  |  | 10,000 |  |  | $ | 10 |  |  |  | 21,000 |  |  | $ | 21 |  |  |  | 138,826,964 |  |  | $ | 138,827 |  |  | $ | 18,772,223 |  |  | $ | (16,641,539 | ) |  | $ | (19,926 | ) |  | $ | 2,249,616 |  |  | $ | (889,808 | ) |  | $ | 1,359,808
Common stock issued for compensation |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 600,000 |  |  |  | 600 |  |  |  | 411,600 |  |  |  | — |  |  |  | — |  |  |  | 412,200 |  |  |  | — |  |  |  | 412,200
Common stock issued for settlement of debt |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 2,230,394 |  |  |  | 2,230 |  |  |  | 2,054,300 |  |  |  | — |  |  |  | — |  |  |  | 2,056,530 |  |  |  | — |  |  |  | 2,056,530
Debt forgiveness |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 807,103 |  |  |  | — |  |  |  | — |  |  |  | 807,103 |  |  |  | — |  |  |  | 807,103
Foreign currency translation adjustments |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (28,899 | ) |  |  | (28,899 | ) |  |  | (27,765 | ) |  |  | (56,664)
Net loss |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (987,376 | ) |  |  | — |  |  |  | (987,376 | ) |  |  | (134,996 | ) |  |  | (1,122,372)
Balance - June 30, 2021 |  |  | 10,000 |  |  | $ | 10 |  |  |  | 21,000 |  |  | $ | 21 |  |  |  | 141,657,358 |  |  | $ | 141,657 |  |  | $ | 22,045,226 |  |  | $ | (17,628,915 | ) |  | $ | (48,825 | ) |  | $ | 4,509,174 |  |  | $ | (1,052,569 | ) |  | $ | 3,456,605

|  | Common Stock |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  | Preferred Class A |  |  |  |  |  |  |  | Preferred Class B |  |  |  | Shares |  |  |  | Amount |  |  |  | Additional Paid in Capital |  |  |  | Accumulated Deficit |  |  |  | Accumulated Comprehensive Loss |  |  |  | Total |  |  |  | Non Controlling Interest |  |  |  | Total Shareholders' Deficit
Balance - December 31, 2019 |  |  |  |  |  |  | - |  |  |  |  |  |  |  | - |  |  |  | 18,008,591 |  |  | $ | 18,008 |  |  | $ | 3,240,528 |  |  | $ | (8,125,257 | ) |  | $ | (181 | ) |  | $ | (4,866,902 | ) |  | $ | (903,513 | ) |  | $ | (5,770,415)
Common stock issued for settlement of debt |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 4,308,510 |  |  |  | 4,309 |  |  |  | 198,191 |  |  |  | — |  |  |  | — |  |  |  | 202,500 |  |  |  | — |  |  |  | 202,500
Common stock issued for services |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 4,173,000 |  |  |  | 4,173 |  |  |  | 445,861 |  |  |  | — |  |  |  | — |  |  |  | 450,034 |  |  |  | — |  |  |  | 450,034
Common stock issued for forbearance of debt |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 50,000 |  |  |  | 50 |  |  |  | 2,850 |  |  |  | — |  |  |  | — |  |  |  | 2,900 |  |  |  | — |  |  |  | 2,900
Common stock issued for conversion of debt |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 17,208,350 |  |  |  | 17,208 |  |  |  | 256,760 |  |  |  | — |  |  |  | — |  |  |  | 273,968 |  |  |  | — |  |  |  | 273,968
Common stock issued for exercised cashless warrant |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 2,235,697 |  |  |  | 2,235 |  |  |  | (2,235 | ) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | —
Common stock to be issued for acquisition of Itsbchain LLC |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | — |  |  |  | — |  |  |  | 50,000 |  |  |  | — |  |  |  | — |  |  |  | 50,000 |  |  |  | — |  |  |  | 50,000
Resolution of derivative liabilities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | — |  |  |  | — |  |  |  | 2,567,348 |  |  |  | — |  |  |  | — |  |  |  | 2,567,348 |  |  |  | — |  |  |  | 2,567,348
Foreign currency translation adjustments |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (1,672 | ) |  |  | (1,672 | ) |  |  | (1,606 | ) |  |  | (3,278)
Net loss |  |  |  |  |  |  | - |  |  |  |  |  |  |  | - |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (3,890,490 | ) |  |  | — |  |  |  | (3,890,490 | ) |  |  | (18,713 | ) |  |  | (3,909,203)
Balance - March 31, 2020 |  |  |  |  |  |  | - |  |  |  |  |  |  |  | - |  |  |  | 45,984,148 |  |  | $ | 45,983 |  |  | $ | 6,759,303 |  |  | $ | (12,015,747 | ) |  | $ | (1,853 | ) |  | $ | (5,212,314 | ) |  | $ | (923,832 | ) |  | $ | (6,136,146)
Common stock issued for cash |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 4,500,000 |  |  |  | 4,500 |  |  |  | 355,500 |  |  |  | — |  |  |  | — |  |  |  | 360,000 |  |  |  | — |  |  |  | 360,000
Common stock issued for conversion of debt |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 16,613,263 |  |  |  | 16,614 |  |  |  | 410,918 |  |  |  | — |  |  |  | — |  |  |  | 427,532 |  |  |  | — |  |  |  | 427,532
Common stock issued for exercised cashless warrant |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 997,889 |  |  |  | 998 |  |  |  | (998 | ) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | —
Common stock issued for settlement of debt |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 200,000 |  |  |  | 200 |  |  |  | 67,140 |  |  |  | — |  |  |  | — |  |  |  | 67,340 |  |  |  | — |  |  |  | 67,340
Resolution of derivative liabilities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | — |  |  |  | — |  |  |  | 1,094,240 |  |  |  | — |  |  |  | — |  |  |  | 1,094,240 |  |  |  | — |  |  |  | 1,094,240
Acquisition of loT Labs |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 94,366 |  |  |  | 94,366
Foreign currency translation adjustments |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (15,458 | ) |  |  | (15,458 | ) |  |  | (14,852 | ) |  |  | (30,310)
Net income |  |  |  |  |  |  | - |  |  |  |  |  |  |  | - |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 1,286,019 |  |  |  | — |  |  |  | 1,286,019 |  |  |  | 91,446 |  |  |  | 1,377,465
Balance - June 30, 2020 |  |  |  |  |  |  | - |  |  |  |  |  |  |  | - |  |  |  | 68,295,300 |  |  | $ | 68,295 |  |  | $ | 8,686,103 |  |  | $ | (10,729,728 | ) |  | $ | (17,311 | ) |  | $ | (1,992,641 | ) |  | $ | (752,872 | ) |  | $ | (2,745,513)

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

| F-3 |

Table of Contents

iQSTEL INC

Consolidated Statements of Cash Flows

(Unaudited)

|  | Six Months Ended
|  | June 30,
|  | 2021 |  | 2020
CASH FLOWS FROM OPERATING ACTIVITIES: |  |  |  |  |  |  |
Net loss |  | $ | (3,000,861 | ) |  | $ | (2,531,738)
Adjustments to reconcile net loss to net cash used in operating activities: |  |  |  |  |  |  |
Stock based compensation |  |  | 1,170,796 |  |  |  | 500,034
Write-off of due from related party |  |  | — |  |  |  | 43,375
Depreciation and amortization |  |  | 42,421 |  |  |  | 31,140
Amortization of debt discount |  |  | 435,956 |  |  |  | 725,650
Change in fair value of derivative liabilities |  |  | (317,080 | ) |  |  | (254,248)
(Gain) loss on settlement of debt |  |  | 528,794 |  |  |  | (283,230)
Prepayment and Default penalty |  |  | 122,020 |  |  |  | 239,271
Changes in operating assets and liabilities: |  |  |  |  |  |  |
Accounts receivable |  |  | (784,128 | ) |  |  | 71,727
Prepaid and other current assets |  |  | (130,278 | ) |  |  | 14,930
Accounts payable |  |  | (31,917 | ) |  |  | (30,404)
Other current liabilities |  |  | (129,121 | ) |  |  | 347,186
Net cash used in operating activities |  |  | (2,093,398 | ) |  |  | (1,126,307)
CASH FLOWS FROM INVESTING ACTIVITIES: |  |  |  |  |  |  |
Acquisition of subsidiary, net of cash acquired |  |  | (60,000 | ) |  |  | 75,781
Purchase of property and equipment |  |  | (68,844 | ) |  |  | (58,832)
Payment of loan receivable - related party |  |  | (24,220 | ) |  |  | (14,787)
Collection from due from related parties - related party |  |  | 200 |  |  |  | 388
Net cash provided by (used in) investing activities |  |  | (152,864 | ) |  |  | 2,550
CASH FLOWS FROM FINANCING ACTIVITIES: |  |  |  |  |  |  |
Proceeds from loans payable |  |  | 400,000 |  |  |  | 731,560
Repayments of loans payable |  |  | (321,609 | ) |  |  | (247,855)
Proceeds from loans payable - related parties |  |  | — |  |  |  | 182
Repayment of loans payable - related parties |  |  | (60,787 | ) |  |  | (197)
Common stock issued |  |  | 3,586,250 |  |  |  | 360,000
Proceeds from convertible notes |  |  | — |  |  |  | 1,260,000
Repayment of convertible notes |  |  | (250,000 | ) |  |  | (477,190)
Net cash provided by financing activities |  |  | 3,353,854 |  |  |  | 1,626,500
Effect of exchange rate changes on cash |  |  | (11,438 | ) |  |  | 6,307
Net change in cash and cash equivalents |  |  | 1,096,154 |  |  |  | 509,050
Cash and cash equivalents, beginning of period |  |  | 753,316 |  |  |  | 270,503
Cash and cash equivalents, end of period |  | $ | 1,849,470 |  |  | $ | 779,553
Supplemental cash flow information |  |  |  |  |  |  |
Cash paid for interest |  | $ | 117,198 |  |  | $ | 353,517
Cash paid for taxes |  | $ | — |  |  | $ | —
Non-cash transactions: |  |  |  |  |  |  |
Derivative liabilities recognized as debt discount |  | $ | — |  |  | $ | 331,499
Common stock issued for conversion of debt |  | $ | 422,295 |  |  | $ | 701,500
Cashless warrant exercised |  | $ | — |  |  | $ | 3,233
Resolution of derivative liabilities |  | $ | 708,611 |  |  | $ | 3,661,588
Related party debt forgiveness |  | $ | 807,103 |  |  | $ | —
Common stock issued for settlement of debt |  | $ | 2,056,530 |  |  | $ | 269,840
Amount owing for acquisition of IOT |  | $ | — |  |  | $ | 120,000
Common stock issued for forbearance of debt |  | $ | — |  |  | $ | 2,900
Replacement of convertible notes to note payable |  | $ | — |  |  | $ | 700,000
Preferred stock issued for conversion of common stock |  | $ | 21 |  |  | $ | —

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

| F-4 |

Table of Contents

iQSTEL INC

Notes to the Unaudited Consolidated Financial Statements

June 30, 2021

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 more than 150 active interconnection agreements with mobile companies, fixed line companies and other wholesale carriers.

The Company incorporated a 75% owned subsidiary, Global Money One Inc. under the laws of the state of Delaware, on November 16, 2020.

COVID-19

A novel strain of coronavirus (COVID-19) was first identified in December 2019, and subsequently declared a global pandemic by the World Health Organization on March 11, 2020. As a result of the outbreak, many companies have experienced disruptions in their operations and in markets served. The Company has instituted some and may take additional temporary precautionary measures intended to help ensure the well-being of its employees and minimize business disruption. The Company considered the impact of COVID-19 on the assumptions and estimates used and determined that there were no material adverse impacts on the Company’s results of operations and financial position at June 30, 2021. The full extent of the future impacts of COVID-19 on the Company’s operations is uncertain. A prolonged outbreak could have a material adverse impact on financial results and business operations of the Company, including the timing and ability of the Company to collect accounts receivable and the ability of the Company to continue to provide high quality services to its clients. The Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of May 14, 2021, the date of issuance of this Quarterly Report on Form 10-Q. These estimates may change, as new events occur and additional information is obtained.

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 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 June 30, 2021 and the results of operations and cash flows for the periods presented. The results of operations for the six months ended June 30, 2021 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited 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, 2020 filed with the SEC on April 15, 2021.

| F-5 |

Table of Contents

Consolidation Policy

The consolidated financial statements of the Company include the accounts of the Company and its owned subsidiaries, Etelix.com USA, LLC, SwissLink Carrier AG, ITSBCHAIN, LLC, QGLOBAL SMS, LLC, IoT Labs, LLC and Global Money one Inc.. 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.

Foreign Currency Translation and Re-measurement

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

The Company’s, Etelix’s, QGlobal’s, Itsbchain, IoT Labs and Global Money One’s functional currency and reporting currency is the U.S. dollar, SwissLink’s functional currency is the Swiss Franc (“CHF”).

The Company’s subsidiaries, whose functional currency is not the U.S. dollar, translate their records into U.S. dollar as follows:

• Assets and liabilities at the rate of exchange in effect at the balance sheet date

• Equities at historical rate

• Revenue and expense items at the average rate of exchange prevailing during the period

Adjustments arising from such translations are included in accumulated other comprehensive income in shareholders’ equity.

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. During the six months ended June 30, 2021 and 2020, the Company did not record bad debt expense.

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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 year. Diluted earnings per share is computed by dividing net income by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent share arrangements, stock options and warrants unless the result would be antidilutive. There were no potentially dilutive shares of common stock outstanding for the six months ended June 30, 2021 and 2020.

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 that it will likely incur in the near future. 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 six months ended June 30, 2021 and 2020, 5 customers represented 87% of our revenues and 4 customers represented 86% of our revenues, respectively.

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 existed, and collection was reasonably assured. Management considers persuasive evidence of a sales arrangement to be a written interconnection agreement. The Company’s payment terms vary by clients.

Retirement Benefit Costs

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due. Payments made to state-managed retirement benefit schemes are dealt with as payments to defined contribution schemes where the Company’s obligations under the schemes are equivalent to those arising in a defined contribution retirement benefit scheme.

For defined benefit schemes, the cost of providing benefits is determined using the Projected Unit Credit Method, with actuarial valuations being carried out at each balance sheet date. Actuarial gains and losses are recognized in full in the period in which they occur. They are recognized outside the income statement and are presented in other comprehensive income. Past service cost is recognized immediately in the income statement in the period in which it occurs.

The retirement benefit obligation recognized in the balance sheet represents the present value of the defined obligation as adjusted for unrecognized past service cost, and as reduced by the fair value of the scheme assets. Any asset resulting from this calculation is limited to past service cost, plus the present value of available refunds and reductions in future contributions to the scheme.

Recent Accounting Pronouncements

Management has considered all recent accounting pronouncements issued since the last audit of our financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.

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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, has negative stockholder’s equity 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 relied upon funds from its stockholders. 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 – PROPERTY AND EQUIPMENT

Property and equipment at June 30, 2021 and December 31, 2020 consisted of the following:

|  | June 30, |  | December 31,
|  | 2021 |  | 2020
Telecommunication equipment |  | $ | 258,809 |  |  | $ | 259,000 |
Telecommunication software |  |  | 547,446 |  |  |  | 530,514 |
Other equipment |  |  | 79,350 |  |  |  | 47,206 |
Total property and equipment |  |  | 885,605 |  |  |  | 836,720 |
Accumulated depreciation and amortization |  |  | (526,407 | ) |  |  | (486,190 | )
Total property and equipment |  | $ | 359,198 |  |  | $ | 350,530 |

Depreciation and amortization expense for the six months ended June 30, 2021 and 2020 amounted to $42,421 and $31,140, respectively.

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NOTE 5 –LOANS PAYABLE

Loans payable at June 30, 2021 and December 31, 2020 consisted of the following:

| June 30, 2021 |  | December 31, 2020 |  | Term |  | Interest rate
Unique Funding Solutions_2 | $ | — |  |  | $ | 2,000 |  |  | Note was issued on October 12, 2018 and due on January 17, 2019 |  |  | 28.6%
YES LENDER LLC 3 |  | — |  |  |  | 5,403 |  |  | Note was issued on August 3, 2020 and due on January 12, 2021 |  |  | 26.0%
Advance Service Group LLC |  | — |  |  |  | 12,143 |  |  | Note was issued on October 20, 2020, 2020 and due on February 19, 2021 |  |  | 29.0%
Apollo Management Group, Inc |  | — |  |  |  | 63,158 |  |  | Note was issued on March 18, 2020 and due on December 15, 2020 |  |  | 12.0%
Apollo Management Group, Inc 2 |  | — |  |  |  | 68,421 |  |  | Note was issued on March 25, 2020 and due on December 15, 2020 |  |  | 12.0%
Apollo Management Group, Inc 3 |  | — |  |  |  | 66,316 |  |  | Note was issued on April 1, 2020 and due on October 1, 2021 |  |  | 12.0%
Apollo Management Group, Inc 4 |  | — |  |  |  | 73,684 |  |  | Note was issued on April 2, 2020 and due on October 2, 2021 |  |  | 12.0%
Apollo Management Group, Inc 5 |  | — |  |  |  | 36,842 |  |  | Note was issued on April 7, 2020 and due on October 7, 2021 |  |  | 12.0%
Apollo Management Group, Inc 6 |  | — |  |  |  | 84,211 |  |  | Note was issued on April 15, 2020 and due on October 15, 2021 |  |  | 12.0%
Apollo Management Group, Inc 7 |  | — |  |  |  | 55,000 |  |  | Note was issued on April 20, 2020 and due on December 15, 2020 |  |  | 12.0%
Apollo Management Group, Inc 14 |  | — |  |  |  | 32,432 |  |  | Note was issued on December 4, 2020 and due on January 4, 2021 |  |  | 12.0%
Labrys Fund |  | — |  |  |  | 280,000 |  |  | Note was issued on June 26, 2020 and due on April 1, 2021 |  |  | 12.0%
M2B Funding Corp |  | — |  |  |  | 300,000 |  |  | Note was issued on September 1, 2020 and due on September 1, 2021 |  |  | 12.0%
M2B Funding Corp 1 |  | — |  |  |  | 77,778 |  |  | Note was issued on December 10, 2020 and due on January 9, 2021 |  |  | 22.0%
M2B Funding Corp 2 |  | — |  |  |  | 27,778 |  |  | Note was issued on December 18, 2020 and due on January 17, 2021 |  |  | 22.0%
M2B Funding Corp 3 |  | — |  |  |  | 55,556 |  |  | Note was issued on December 24, 2020 and due on January 23, 2021 |  |  | 22.0%
M2B Funding Corp 4 |  | — |  |  |  | 111,111 |  |  | Note was issued on December 30, 2020 and due on January 29, 2021 |  |  | 22.0%
Martus |  | 103,824 |  |  |  | 108,609 |  |  | Note was issued on October 23, 2018 and due on January 3, 2022 |  |  | 5.0%
Swisspeers AG |  | 28,546 |  |  |  | 49,187 |  |  | Note was issued on April 8, 2019 and due on October 4, 2022 |  |  | 7.0%
Darlene Covid19 |  | 108,060 |  |  |  | 113,040 |  |  | Note was issued on April 1, 2020 and due on March 31, 2025 |  |  | 0.0%
Total |  | 240,430 |  |  |  | 1,622,669 |  |  |  |  |  |
Less: Unamortized debt discount |  | — |  |  |  | (19,221 | ) |  |  |  |  |
Total loans payable |  | 240,430 |  |  |  | 1,603,448 |  |  |  |  |  |
Less: Current portion of loans payable |  | (103,824 | ) |  |  | (1,332,612 | ) |  |  |  |  |
Long-term loans payable | $ | 136,606 |  |  | $ | 270,836 |  |  |  |  |  |

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Loans payable to related parties at June 30, 2021 and December 31, 2020 consisted of the following:

| June 30, |  | December 31, |  |  |  | Interest
| 2021 |  | 2020 |  | Term |  | rate
Alonso Van Der Biest | $ | 30,000 |  |  | $ | 80,200 |  |  | Note was issued on June 12, 2015 and due on July 31, 2021 |  |  | 16.5%
Alvaro Quintana |  | — |  |  |  | 10,587 |  |  | Note was issue on September 30, 2016 and due on September 29, 2019 |  |  | 0%
49% of Shareholder of SwissLink |  | 883,068 |  |  |  | 1,737,512 |  |  | Note is due on demand |  |  | 0%
49% of Shareholder of SwissLink |  | 216,120 |  |  |  | 226,080 |  |  | Note is due on demand |  |  | 5%
Total |  | 1,129,188 |  |  |  | 2,054,379 |  |  |  |  |  |
Less: Current portion of loans payable |  | 1,129,188 |  |  |  | 2,054,379 |  |  |  |  |  |
Long-term loans payable | $ | — |  |  | $ | — |  |  |  |  |  |

During the six months ended June 30, 2021, the related party loan of $807,103 (Euro 735,000) was forgiven and the Company recorded it as additional paid in capital.

During the six months ended June 30, 2021 and 2020, the Company borrowed from third parties totaling $444,444 and $760,139, which includes original issue discount and financing costs of $44,444 and $28,579 and repaid the principal amount of $321,609 and $321,609, respectively.

During the six months ended June 30, 2021 and 2020, the Company recorded interest expense of $172,701 and $85,172 and recognized amortization of discount, included in interest expense, of $63,666 and $18,877, respectively.

During the six months ended June 30, 2021, the Company settled loans payable of $1,516,667 by 2,230,394 shares of common stock valued at $2,056,530. As a result, the Company recorded loss on settlement of debt of $539,863.

NOTE 6 - CONVERTIBLE LOANS

At June 30, 2021 and December 31, 2020, convertible loans consisted of the following:

|  | June 30, |  | December 31,
|  | 2021 |  | 2020
Promissory notes – Issued in fiscal year 2019, with variable conversion features |  | $ | — |  |  | $ | 5,000
Promissory notes – Issued in fiscal year 2020, with variable conversion features |  |  | — |  |  |  | 623,660
Total convertible notes payable |  |  | — |  |  |  | 628,660
Less: Unamortized debt discount |  |  | — |  |  |  | (372,290)
Total convertible notes |  |  | — |  |  |  | 256,370
Less: current portion of convertible notes |  |  | — |  |  |  | 253,554
Long-term convertible notes |  | $ | — |  |  | $ | 2,816

During the six months ended June 30, 2021 and 2020, the Company recorded interest expense of $33,430 and $643,693 and recognized amortization of discount, included in interest expense, of $372,290 and $706,773, respectively.

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During the six months ended June 30, 2021 and 2020, the Company repaid notes of $250,000 and $477,190 and accrued interest including prepayment penalty of $6,027 and $138,415, respectively.

During the six months ended June 30, 2021, the Company recorded gain on settlement of debt of $11,069.

Conversion

During the six months ended June 30, 2021, the Company converted notes with principal amounts and accrued interest of $422,295 into 6,080,632 shares of common stock. The corresponding derivative liability at the date of conversion of $708,611 was settled through additional paid in capital.

NOTE 7 – DERIVATIVE LIABILITY

The Company analyzed the conversion option for derivative accounting consideration under ASC 815, Derivatives and Hedging, and determined that the instrument should be classified as a liability since the conversion option becomes effective at issuance resulting in there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options.

Fair Value Assumptions Used in Accounting for Derivative Liabilities

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

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 June 30, 2021. 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.

For the six months ended June 30, 2021 and the year ended December 31, 2020, the estimated fair values of the liabilities measured on a recurring basis are as follows:

|  |  | Six months Ended |  |  |  | Year ended
|  |  | June 30, |  |  |  | December 31,
|  |  | 2021 |  |  |  | 2020
Expected term |  |  | 0.16 - 1.18 years |  |  |  | 0.02 - 6.00 years
Expected average volatility |  |  | 145% - 241% |  |  |  | 74% - 550%
Expected dividend yield |  |  | — |  |  |  | —
Risk-free interest rate |  |  | 0.07% - 0.09% |  |  |  | 0.05% - 2.56%

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The following table summarizes the changes in the derivative liabilities during the six months ended June 30, 2021:

Fair Value Measurements Using Significant Observable Inputs (Level 3)
Balance - December 31, 2020 |  | $ | 1,025,691
Settled on issuance of common stock |  |  | (708,611)
Change in fair value of the derivative |  |  | (317,080)
Balance - June 30, 2021 |  | $ | —

The following table summarizes the change in fair value of derivative liability included in the income statement for the six months ended June 30, 2021 and 2020, respectively.

|  | Six months Ended
|  | June 30,
|  | 2021 |  | 2020
Addition of new derivatives recognized as loss on derivatives |  | $ | — |  |  | $ | 94,891
Revaluation of derivative liabilities |  |  | (317,080 | ) |  |  | (349,139)
(Gain) on change in fair value of the derivative |  | $ | (317,080 | ) |  | $ | (254,248)

NOTE 8 – SHAREHOLDERS’ EQUITY

The Company’s authorized capital consists of 1,200,000 shares of preferred stock and 300,000,000 shares of common stock with a par value of $0.001 per share.

Common Stock

During the six months ended June 30, 2021, the Company issued 45,818,526 shares of common stock, valued at fair market value on issuance as follows;

| · | 35,862,500 shares issued for cash of $3,586,250

| · | 2,230,394 shares, valued at $2,056,530, issued for settlement of debt of $1,516,667

| · | 1,200,000 shares issued to our management for compensation valued at $976,200

| · | 6,080,632 shares issued for conversion of debt of $422,295

| · | 195,000 shares for services valued at $284,700

| · | 250,000 shares for forbearance of debt valued at $49,925

During the six months ended June 30, 2021, the Company terminated a placement agent and advisory services agreement with a FINRA member dated September 22, 2020, and cancelled 1,294,600 shares of common stock, which was issued for those services. The termination agreement allowed the FINRA member to retain 400,000 shares of the Company’s common stock in connection with the services.

As of June 30, 2021 and December 31, 2020, 141,657,358 and 118,133,432 shares of common stock were issued and outstanding, respectively.

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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 shareholders at a rate of 51% of the total vote of shareholders.

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 June 30, 2021 and December 31, 2020, 10,000 shares of Series A Preferred Stock were issued and outstanding, respectively.

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

During the six months ended June 30, 2021, 21,000,000 shares of common stock were converted into 21,000 shares of Series B Preferred Stock by our management.

As of June 30, 2021 and December 31, 2020, 21,000 and 0 shares of Series B Preferred Stock were issued and outstanding, respectively.

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 B 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 leak-out 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.

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NOTE 9 - RELATED PARTY TRANSACTIONS

Due from related parties

During the six months ended June 30, 2021 and 2020, the Company loaned $24,220 and $14,787 to a related party who are a shareholder and a former director, and collected $200 and $388, respectively.

As of June 30, 2021 and December 31, 2020, the Company had due from related parties of $245,810 and $221,790. The loans are unsecured, non-interest bearing and due on demand.

Due to related parties

During the six months ended June 30, 2021 and 2020, the Company borrowed $0 and $182 from CEO and CFO of the Company, and repaid $0 and $197 to the CEO and CFO, respectively.

As of June 30, 2021 and December 31, 2020, the Company had amounts due to related parties of $34,616 and $94,616, respectively. During the six months ended June 30, 2021, the Company paid $60,000 for the rest of consideration of acquisition of IoT Labs in 2020 The amounts are unsecured, non-interest bearing and due on demand.

Employment agreements

During the six months ended June 30, 2021 and 2020, the Company recorded management fees of $270,000 and $252,000, bonus of $976,200 and $0 and paid $301,300 and $62,300, respectively.

NOTE 10 – COMMITMENTS AND CONTINGENCIES

Leases and Long-term Contracts

The Company has not entered into any long-term leases, contracts or commitments.

Advisory service

On March 3, 2020, we appointed Oscar Brito as an advisor to our Board of Directors and agreed to pay him $5,000 per month for such services. Mr. Brito acted as an advisor to our Board of Directors.

On January 4, 2021, the Company terminated a placement agent and advisory services agreement with a FINRA member dated September 22, 2020, and cancelled 1,294,600 shares of common stock, which was issued for those services. The termination agreement allowed the FINRA member to retain 400,000 shares of the Company’s common stock in connection with the services.

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NOTE 11 - SEGMENT

At June 30, 2021, the Company operates in one industry segment, telecommunication services, and two geographic segments, USA and Switzerland, where current assets and equipment are located.

Operating Activities

The following table shows operating activities information by geographic segment for the three and six months ended June 30, 2021 and 2020:

Three months ended June 30, 2021

NOTE 11 - SEGMENT - Schedule of Operating Activities by Geographic Segment (Details)

|  | USA |  | Switzerland |  | Elimination |  | Total
Revenues |  | $ | 14,990,382 |  |  |  | 1,149,183 |  |  | $ | (11,198 | ) |  | $ | 16,128,367 |
Cost of revenue |  |  | 15,074,899 |  |  |  | 1,020,101 |  |  |  | (11,198 | ) |  |  | 16,083,802 |
Gross profit |  |  | (84,517 | ) |  |  | 129,082 |  |  |  | — |  |  |  | 44,565 |
Operating expenses |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
General and administration |  |  | 1,022,625 |  |  |  | 186,542 |  |  |  | — |  |  |  | 1,209,167 |
Operating loss |  |  | (1,107,142 | ) |  |  | (57,460 | ) |  |  | — |  |  |  | (1,164,602 | )
Other income (expense) |  |  | 47,030 |  |  |  | (4,800 | ) |  |  | — |  |  |  | 42,230 |
Net loss |  | $ | (1,060,112 | ) |  | $ | (62,260 | ) |  | $ | — |  |  | $ | (1,122,372 | )

Three months Ended June 30, 2020

|  | USA |  | Switzerland |  | Elimination |  | Total
Revenues |  | $ | 9,947,837 |  |  | $ | 1,183,087 |  |  | $ | (838 | ) |  | $ | 11,130,086 |
Cost of revenue |  |  | 9,387,289 |  |  |  | 1,011,327 |  |  |  | (838 | ) |  |  | 10,397,778 |
Gross profit |  |  | 560,548 |  |  |  | 171,760 |  |  |  | — |  |  |  | 732,308 |
Operating expenses |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
General and administration |  |  | 741,967 |  |  |  | 163,049 |  |  |  | — |  |  |  | 905,016 |
Operating income (loss) |  |  | (181,419 | ) |  |  | 8,711 |  |  |  | — |  |  |  | (172,708 | )
Other income (expense) |  |  | 1,547,495 |  |  |  | 2,678 |  |  |  | — |  |  |  | 1,550,173 |
Net income |  | $ | 1,366,076 |  |  | $ | 11,389 |  |  | $ | — |  |  | $ | 1,377,465 |

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Six months ended June 30, 2021

|  | USA |  | Switzerland |  | Elimination |  | Total
Revenues |  | $ | 28,057,392 |  |  |  | 2,284,985 |  |  | $ | (16,399 | ) |  | $ | 30,325,978 |
Cost of revenue |  |  | 27,780,959 |  |  |  | 2,029,483 |  |  |  | (16,399 | ) |  |  | 29,794,043 |
Gross profit |  |  | 276,433 |  |  |  | 255,502 |  |  |  | — |  |  |  | 531,935 |
Operating expenses |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
General and administration |  |  | 2,338,741 |  |  |  | 368,537 |  |  |  | — |  |  |  | 2,707,278 |
Operating loss |  |  | (2,062,308 | ) |  |  | (113,035 | ) |  |  | — |  |  |  | (2,175,343 | )
Other income (expense) |  |  | (840,841 | ) |  |  | 15,323 |  |  |  | — |  |  |  | (825,518 | )
Net loss |  | $ | (2,903,149 | ) |  | $ | (97,712 | ) |  | $ | — |  |  | $ | (3,000,861 | )

Six months ended June 30, 2020

|  | USA |  | Switzerland |  | Elimination |  | Total
Revenues |  | $ | 13,768,370 |  |  | $ | 2,381,204 |  |  | $ | (2,076 | ) |  | $ | 16,147,498 |
Cost of revenue |  |  | 13,508,472 |  |  |  | 2,069,935 |  |  |  | (2,076 | ) |  |  | 15,576,331 |
Gross profit |  |  | 259,898 |  |  |  | 311,269 |  |  |  | — |  |  |  | 571,167 |
Operating expenses |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
General and administration |  |  | 1,874,059 |  |  |  | 328,484 |  |  |  | — |  |  |  | 2,202,543 |
Operating income (loss) |  |  | (1,614,161 | ) |  |  | (17,215 | ) |  |  | — |  |  |  | (1,631,376 | )
Other income (expense) |  |  | (890,776 | ) |  |  | (9,586 | ) |  |  | — |  |  |  | (900,362 | )
Net loss |  | $ | (2,504,937 | ) |  | $ | (26,801 | ) |  | $ | — |  |  | $ | (2,531,738 | )

Asset Information

The following table shows asset information by geographic segment as of June 30, 2021 and December 31, 2020:

June 30, 2021 |  | USA |  | Switzerland |  | Elimination |  | Total
Assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current assets |  | $ | 3,761,686 |  |  | $ | 2,025,461 |  |  | $ | (223,698 | ) |  | $ | 5,563,449
Non-current assets |  | $ | 4,339,837 |  |  | $ | 541,504 |  |  | $ | (2,509,562 | ) |  | $ | 2,371,779
Liabilities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current liabilities |  | $ | 1,919,269 |  |  | $ | 2,492,336 |  |  | $ | (223,698 | ) |  | $ | 4,187,907
Non-current liabilities |  | $ | — |  |  | $ | 290,716 |  |  | $ | — |  |  | $ | 290,716

December 31, 2020 |  | USA |  | Switzerland |  | Elimination |  | Total
Assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current assets |  | $ | 3,245,725 |  |  | $ | 1,225,399 |  |  | $ | (889,540 | ) |  | $ | 3,581,584
Non-current assets |  | $ | 3,478,147 |  |  | $ | 561,551 |  |  | $ | (1,669,515 | ) |  | $ | 2,370,183
Liabilities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current liabilities |  | $ | 5,630,060 |  |  | $ | 3,171,419 |  |  | $ | (889,540 | ) |  | $ | 7,911,939
Non-current liabilities |  | $ | 2,816 |  |  | $ | 432,048 |  |  | $ | — |  |  | $ | 434,864

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NOTE 12 – EARNING PER SHARE

Basic net income per common share is computed by dividing net income by the weighted average number of common shares outstanding during the periods. Diluted net income per common share is computed using the weighted average number of common and dilutive common equivalent shares outstanding during the periods. Common equivalent shares consist of stock options, unvested restricted shares, and outstanding warrants that are computed using the treasury stock method. Antidilutive stock awards consist of stock options that would have been antidilutive in the application of the treasury stock method.

|  | Three Months Ended |  | Six Months Ended
|  | June 30, |  | June 30,
|  | 2021 |  | 2020 |  | 2021 |  | 2020
Numerator: |  |  |  |  |  |  |  |
Net Income (Loss) |  | $ | (1,122,372 | ) |  | $ | 1,377,465 |  |  | $ | (3,000,861 | ) |  | $ | (2,531,738)
Change in fair value of derivatives |  |  | — |  |  |  | (1,914,271 | ) |  |  | — |  |  |  | —
Interest on convertible debt |  |  | — |  |  |  | 111,518 |  |  |  | — |  |  |  | —
Net Loss - diluted |  | $ | (1,122,372 | ) |  | $ | (425,288 | ) |  | $ | (3,000,861 | ) |  | $ | (2,531,738)
Denominator: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Weighted average common shares outstanding |  |  | 139,078,656 |  |  |  | 57,019,993 |  |  |  | 128,840,922 |  |  |  | 43,928,994
Effect of dilutive shares |  |  | — |  |  |  | 11,531,216 |  |  |  | — |  |  |  | —
Diluted |  |  | 139,078,656 |  |  |  | 68,551,209 |  |  |  | 128,840,922 |  |  |  | 43,928,994
Net income per common share: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Basic |  | $ | (0.01 | ) |  | $ | 0.02 |  |  | $ | (0.02 | ) |  | $ | (0.06)
Diluted |  | $ | (0.01 | ) |  | $ | (0.01 | ) |  | $ | (0.02 | ) |  | $ | (0.06)

For the three and six months ended June 30, 2021 and six months ended June 30, 2020, the convertible instruments are anti-dilutive and therefore, have been excluded from earnings (loss) per share.

NOTE 13 – SUBSEQUENT EVENT

Subsequent to June 30, 2021 and through the date that these financials were made available, the Company had the following subsequent events:

On July 13, 2021 the Company filed a Post-Qualification Offering Circular Amendment No. 5 (the “Amendment”) amending the Offering Circular of the Company, dated February 19, 2019, as qualified on December 9, 2019; amended by Amendment No. 4, dated January 11, 2021, as qualified on January 14, 2021. This Amendment relates to the offer and sale of up to an additional 56,000,000 shares of common stock onto the original 24,000,000 shares originally offered by the Company, for a revised maximum of 80,000,000 shares. We have sold a total of 59,800,000 shares of common stock so far in the offering and we plan to sell 20,200,000 additional common shares according to this Amendment. This Amendment also excludes from this offering the 900,000 shares of our common stock from our selling shareholder, which were unsold in the offering.

On August 4, 2021 the Company filed Supplement No. 1 to the offering circular dated July 13, 2021 establishing the price of the shares being registered of $0.50 per share.

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

Forward-Looking Statements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

Overview

iQSTEL Inc. (the “Company”) (OTC Pink: IQST) (www.iqstel.com) is a technology company offering a wide array of services to global telecommunications and technology industries with presence in 13 countries.

The Company has an extensive portfolio of products and services for its clients such as: SMS, VoIP, 4G & 5G international infrastructure connectivity, Cloud-PBX, OmniChannel Marketing, IoT services, blockchain and payment solutions. These services are grouped within three business divisions: Telecom, Technology and Fintech.

The company operates its business through its wholly-owned subsidiary Etelix.com USA, LLC (“Etelix”) (www.etelix.com); and its majority-owned subsidiaries SwissLink Carrier AG (www.swisslink-carrier.com), QGlobal SMA (https://www.qglobalsms.com/), Smart Gas (http://iotsmartgas.com/) and ItsBChain (http://itsbchain.com/). The information contained on our websites is not incorporated by reference into this Quarterly Report on Form 10-Q and should not be considered part of this or any other report filed with the SEC.

Results of Operations

Revenues

Our total revenue reported for the three months ended June 30, 2021 was $16,128,367, compared with $11,130,086 for the three months ended June 30, 2020. These numbers reflect an increase of 44.91% quarter over quarter on our consolidated revenues. Our total revenue reported for the six months ended June 30, 2021 was $30,325,978, compared with $16,147,498 for the six months ended June 30, 2020.

When looking at the numbers by subsidiary, we have the following breakout for the six months ended June 30, 2021 compared to the six months ended June 30, 2020:

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Subsidiary |  | Revenue Six Months Ended June 30, 2021 |  | Revenue Six Months Ended June 30, 2020
Etelix.com USA, LLC |  | $ | 7,481,915 |  |  | $ | 7,221,345 |
SwissLink Carrier AG |  |  | 2,284,985 |  |  |  | 2,381,204 |
QGlobal LLC |  |  | 502,431 |  |  |  | 163,546 |
IoT Labs LLC |  |  | 20,056,647 |  |  |  | 6,381,403 |
|  | $ | 30,325,978 |  |  | $ | 16,147,498 |

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 new acquisitions.

Cost of Revenues

Our total cost of revenues for the three months ended June 30, 2021 increased to $16,083,802, compared with $10,397,778 for the three months ended June 30, 2020. Our total cost of revenues for the six months ended June 30, 2021 increased to $29,794,043, compared with $15,576,331 for the six months ended June 30, 2020.

When looking at the numbers by subsidiary, we have the following breakout for the six months ended June 30, 2021 compared to the six months ended June 30, 2020:

Subsidiary |  | Cost of Revenue Six Months Ended June 30, 2021 |  | Cost of Revenue Six Months Ended June 30, 2020
Etelix.com USA, LLC |  | $ | 7,338,609 |  |  | $ | 7,217,330 |
SwissLink Carrier AG |  |  | 2,029,483 |  |  |  | 2,069,935 |
QGlobal LLC |  |  | 419,810 |  |  |  | 102,231 |
IoT Labs LLC |  |  | 20,006,141 |  |  |  | 6,186,835 |
|  | $ | 29,794,043 |  |  | $ | 15,576,331 |

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.

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.

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Operating Expenses

Operating expenses increased to $1,209,167 for the three months ended June 30, 2021 from $905,016 for the three months ended June 30, 2020. Operating expenses increased to $2,707,278 for the six months ended June 30, 2021 from $2,202,543 for the six months ended June 30, 2020. The detail by major category for the six months ended June 30, 2021 and 2020 is reflected in the table below.

|  | Six Months Ended June 30,
|  | 2021 |  | 2020
Salaries, Wages and Benefits |  | $ | 560,618 |  |  | $ | 562,427
Technology |  |  | 216,428 |  |  |  | 28,100
Professional Fees |  |  | 232,216 |  |  |  | 214,853
Legal & Regulatory |  |  | 50,627 |  |  |  | 3,224
Bad debts |  |  | — |  |  |  | 76,375
Travel & Events |  |  | 5,430 |  |  |  | 1,341
Public Cost |  |  | 24,331 |  |  |  | 49,732
Advertising |  |  | 487,825 |  |  |  | 583,079
Bank Services and Fees |  |  | 58,309 |  |  |  | 35,926
Depreciation and Amortization |  |  | 42,421 |  |  |  | 31,140
Office, Facility and Other |  |  | 142,977 |  |  |  | 116,312
Sub Total |  |  | 1,821,182 |  |  |  | 1,702,509
Stock-based compensation |  |  | 886,096 |  |  |  | 500,034
Total Operating Expense |  | $ | 2,707,278 |  |  | $ | 2,202,543

The main reasons for the overall increase in operating expenses for the six months ended June 30, 2021 compared to the same period of 2020 is due to the following: (1) Technology as a result of the development of the blockchain solutions, the IoT devices, and the fintech platform; (2) Legal & Regulatory expenses due to the IoT devices certification process; and (3) Stock-based compensation.

|  | Six Months Ended June 30,
|  | 2021 |  | 2020 |  | Difference
iQSTEL |  | $ | 1,993,964 |  |  | $ | 1,587,992 |  |  | $ | 405,972 |
Etelix |  |  | 162,674 |  |  |  | 184,100 |  |  |  | (21,426 | )
Swisslink |  |  | 368,537 |  |  |  | 328,483 |  |  |  | 40,054 |
ItsBchain |  |  | 1,450 |  |  |  | 52,684 |  |  |  | (51,234 | )
QGlobal |  |  | 56,138 |  |  |  | 29,952 |  |  |  | 26,186 |
IoT Labs |  |  | 70,142 |  |  |  | 19,332 |  |  |  | 50,810 |
Global Money One |  |  | 54,373 |  |  |  | — |  |  |  | 54,373 |
|  | $ | 2,707,278 |  |  | $ | 2,202,543 |  |  | $ | 504,735 |

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Operating Income

The Company showed negative Operating Income for the three months ended June 30, 2021 of $1,164,602 compared with a negative result of $172,708 for the three months ended June 30, 2020.

The Company showed negative Operating Income for the six months ended June 30, 2021 of $2,175,343 compared with a negative result of $1,631,376 for the six months ended June 30, 2020.

The increase of the numbers for the six month period above is primarily due to the costs associated with the operation of the public entity (iQSTEL, Inc.) that increases in $405,972 year over year.

Other Expenses/Other Income

We had other income of $42,230 for the three months ended June 30, 2021, as compared with other income of $1,550,173 for the same period ended 2020. We had other expenses of $825,518 for the six months ended June 30, 2021, as compared with other expenses of $900,362 for the same period ended 2020. The decrease in other expenses is mainly due to the reduction in the interest expenses.

Net Income

We finished the three months ended June 30, 2021 with a loss of $1,122,372, as compared to a net income of $1,377,465 during the three months ended June 30, 2020. We finished the six months ended June 30, 2021 with a loss of $3,000,861, as compared to a loss of $2,531,738 during the six months ended June 30, 2020.

The reasons for specific components are discussed above. Overall, these are the main concepts impacting the net result: (1) a reduction in the gross profit during the three months ended June 30, 2021; and (2) the increase of the Operating Expenses of the public entity.

Liquidity and Capital Resources

As of June 30, 2021, we had total current assets of $5,563,449 and current liabilities of $4,187,907, resulting in a positive working capital of $1,375,542. This compares with the working capital deficit of $4,330,355 at December 31, 2020. This increase in working capital, as discussed in more detail below, is primarily the result of the increase of $1,096,154 in the cash position and a reduction of $3,433,224 in the liabilities (loans, convertible notes and derivatives).

Our operating activities used $2,093,398 in the six months ended June 30, 2021 as compared with $1,126,307 used in operating activities in the six months ended June 30, 2020.

Investing activities used $152,864 for the six months ended June 30, 2021. Uses of funds on investing activities were the purchase of property and equipment for value of $68,844 and net payment of loans between related parties of $24,220, and acquisition of subsidiary of $60,000.

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Financing activities provided $3,353,854 in the six months ended June 30, 2021 compared with $1,626,500 provided in the six months ended June 30, 2020. Our positive financing cash flow in 2021 was largely the result of the proceed from the subscription of new common stocks under our Regulation A offering of $3,586,250.

The working capital and the cash position of the company has improved significantly; but based upon our current financial condition, we do not have sufficient cash to operate our business at the current level for the next twelve months. We intend to fund operations through increased sales and debt and/or equity financing arrangements, which may be insufficient to fund expenditures or other cash requirements. The Company has received the qualification of an Offering Statement under Regulation A for the sale of up to 20,200,000 common shares. This offering is being conducted on a “best efforts” basis, which means that there is no guarantee that any minimum amount will be sold. 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.

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 six-month period ended June 30, 2021.

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 financial statements included in this Quarterly Report on Form 10-Q for the six months ended June 30, 2021; however, we consider our critical accounting policies to be those related to allowance for doubtful accounts, valuation of assets, significant estimates in the valuation of convertible debt 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 June 30, 2021, there were no off-balance sheet arrangements.

Recent Accounting Pronouncements

In December 2019, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (ASU 2019-12), which simplifies the accounting for income taxes. This guidance will be effective for entities for the fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020 on a prospective basis, with early adoption permitted. We adopted the new standard effective January 1, 2021 and did not have a material impact on our consolidated financial statements.

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In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt—Debt with “Conversion and Other Options” and ASC subtopic 815-40 “Hedging—Contracts in Entity’s Own Equity”. The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently assessing the impact of the adoption of this standard on its consolidated financial statements.

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 June 30, 2021. 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 six-month period ended June 30, 2021, 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 proceeding. 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

See Risk Factors contained in our Form 10-K filed with the SEC on April 15, 2021.

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 six months ended June 30, 2021, the Company issued 45,818,526 shares of common stock, valued at fair market value on issuance as follows;

| · | 35,862,500 shares issued for cash of $3,586,250

| · | 2,230,394 shares, valued at $2,056,530, issued for settlement of debt of $1,516,667

| · | 1,200,000 shares issued to our management for compensation valued at $976,200

| · | 6,080,632 shares issued for conversion of debt of $422,295

| · | 195,000 shares for services valued at $284,700

| · | 250,000 shares for forbearance of debt valued at $49,925

These securities were issued pursuant to Section 4(2) of the Securities Act and/or Rule 506 promulgated thereunder. The holders represented their intention to acquire the securities for investment only and not with a view towards distribution. The investors were given adequate information about us to make an informed investment decision. We did not engage in any general solicitation or advertising. We directed our transfer agent to issue the stock certificates with the appropriate restrictive legend affixed to the restricted stock.

Item 3. Defaults upon Senior Securities

None

Item 4. Mine Safety Disclosures

N/A

Item 5. Other Information

None

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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, 2021 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 August 16, 2021 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 |

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