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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, 2023
☐ | 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: 166,382,571 common shares as of August 14, 2023

| 1 |

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 | 10

| 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, 2023 (unaudited) and December 31, 2022;
F-2 | Consolidated Statements of Operations for the three and six months ended June 30, 2023 and 2022 (unaudited);
F-3 | Consolidated Statements of Cash Flows for the six months ended June 30, 2023 and 2022 (unaudited); and
F-4 | Consolidated Statements of Stockholder’s Equity as of June 30, 2023 and 2022.
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, 2023 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, |  | December 31,
|  | 2023 |  | 2022
ASSETS |  |  |  |  |  |  |  |
Current Assets |  |  |  |  |  |  |  |
Cash |  | $ | 1,126,770 |  |  | $ | 1,329,389 |
Accounts receivable, net |  |  | 4,944,938 |  |  |  | 4,209,125 |
Inventory |  |  | 28,119 |  |  |  | 26,124 |
Due from related parties |  |  | 426,529 |  |  |  | 326,324 |
Prepaid and other current assets |  |  | 571,360 |  |  |  | 545,628 |
Total Current Assets |  |  | 7,097,716 |  |  |  | 6,436,590 |
Property and equipment, net |  |  | 473,534 |  |  |  | 401,021 |
Intangible asset |  |  | 99,592 |  |  |  | 99,592 |
Goodwill |  |  | 5,172,146 |  |  |  | 5,172,146 |
Deferred tax assets |  |  | 454,704 |  |  |  | 440,135 |
Other asset |  |  | 54,469 |  |  |  | — |
TOTAL ASSETS |  | $ | 13,352,161 |  |  | $ | 12,549,484 |
LIABILITIES AND STOCKHOLDERS' EQUITY |  |  |  |  |  |  |  |
Current Liabilities |  |  |  |  |  |  |  |
Accounts payable |  |  | 2,702,104 |  |  |  | 2,254,636 |
Accrued and other current liabilities |  |  | 2,660,369 |  |  |  | 2,482,352 |
Due to related parties |  |  | 26,613 |  |  |  | 26,613 |
Loans payable - net of discount of $11,250 and $0, respectively |  |  | 251,215 |  |  |  | 94,342 |
Loans payable - related parties |  |  | 243,759 |  |  |  | 235,949 |
Convertible note - net of discount of $31,284 and $0, respectively |  |  | 253,476 |  |  |  | — |
Derivative liabilities |  |  | 774,954 |  |  |  | 1,357,787 |
Total Current Liabilities |  |  | 6,912,490 |  |  |  | 6,451,679 |
Loans payable, non-current |  |  | 102,418 |  |  |  | 108,150 |
Employee benefits, non-current |  |  | 159,344 |  |  |  | 154,238 |
TOTAL LIABILITIES |  |  | 7,174,252 |  |  |  | 6,714,067 |
Stockholders' Equity |  |  |  |  |  |  |  |
Preferred stock: 1,200,000 authorized; $0.001 par value |  |  |  |  |  |  |  |
Series A Preferred stock: 10,000 designated; $0.001 par value, 10,000 shares issued and outstanding, respectively |  |  | 10 |  |  |  | 10 |
Series B Preferred stock: 200,000 designated; $0.001 par value, 21,000 shares issued and outstanding |  |  | 21 |  |  |  | 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 164,656,688 and 161,595,511 shares issued and outstanding, respectively |  |  | 164,657 |  |  |  | 161,595 |
Additional paid in capital |  |  | 31,791,446 |  |  |  | 31,136,120 |
Accumulated deficit |  |  | (25,081,525 | ) |  |  | (24,504,395 | )
Accumulated other comprehensive loss |  |  | (31,226 | ) |  |  | (33,557 | )
Equity attributed to stockholders of iQSTEL Inc. |  |  | 6,843,383 |  |  |  | 6,759,794 |
Deficit attributable to noncontrolling interests |  |  | (665,474 | ) |  |  | (924,377 | )
TOTAL STOCKHOLDERS' EQUITY |  |  | 6,177,909 |  |  |  | 5,835,417 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |  | $ | 13,352,161 |  |  | $ | 12,549,484 |

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,
|  | 2023 |  | 2022 |  | 2023 |  | 2022
Revenues |  | $ | 32,824,829 |  |  | $ | 23,699,716 |  |  | $ | 57,491,358 |  |  | $ | 43,119,027 |
Cost of revenue |  |  | 32,040,363 |  |  |  | 22,853,442 |  |  |  | 55,490,156 |  |  |  | 41,788,693 |
Gross profit |  |  | 784,466 |  |  |  | 846,274 |  |  |  | 2,001,202 |  |  |  | 1,330,334 |
Operating expenses |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
General and administration |  |  | 1,037,184 |  |  |  | 1,144,452 |  |  |  | 2,571,450 |  |  |  | 2,133,950 |
Total operating expenses |  |  | 1,037,184 |  |  |  | 1,144,452 |  |  |  | 2,571,450 |  |  |  | 2,133,950 |
Operating loss |  |  | (252,718 | ) |  |  | (298,178 | ) |  |  | (570,248 | ) |  |  | (803,616 | )
Other income (expense) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Other income |  |  | 4,264 |  |  |  | 10,125 |  |  |  | 519 |  |  |  | (4,628 | )
Other expenses |  |  | (39,355 | ) |  |  | 6,432 |  |  |  | (73,209 | ) |  |  | 16,780 |
Interest expense |  |  | (20,103 | ) |  |  | (3,836 | ) |  |  | (20,103 | ) |  |  | (18,724 | )
Change in fair value of derivative liabilities |  |  | 146,268 |  |  |  | — |  |  |  | 342,575 |  |  |  | — |
Total other income (expense) |  |  | 91,074 |  |  |  | 12,721 |  |  |  | 249,782 |  |  |  | (6,572 | )
Net loss before provision for income taxes |  |  | (161,644 | ) |  |  | (285,457 | ) |  |  | (320,466 | ) |  |  | (810,188 | )
Income taxes |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Net loss |  |  | (161,644 | ) |  |  | (285,457 | ) |  |  | (320,466 | ) |  |  | (810,188 | )
Less: Net income attributable to noncontrolling interests |  |  | 52,301 |  |  |  | 65,723 |  |  |  | 256,664 |  |  |  | 95,962 |
Net loss attributed to stockholders of iQSTEL Inc. |  | $ | (213,945 | ) |  | $ | (351,180 | ) |  | $ | (577,130 | ) |  | $ | (906,150 | )
Comprehensive income (loss) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Net loss |  | $ | (161,644 | ) |  | $ | (285,457 | ) |  | $ | (320,466 | ) |  | $ | (810,188 | )
Foreign currency adjustment |  |  | 2,993 |  |  |  | (1,023 | ) |  |  | 4,570 |  |  |  | (1,407 | )
Total comprehensive loss |  |  | (158,651 | ) |  | $ | (286,480 | ) |  | $ | (315,896 | ) |  | $ | (811,595 | )
Less: Comprehensive income attributable to noncontrolling interests |  |  | 53,767 |  |  |  | 65,222 |  |  |  | 258,903 |  |  |  | 95,273 |
Net comprehensive loss attributed to stockholders of iQSTEL Inc. |  | $ | (212,418 | ) |  | $ | (351,702 | ) |  | $ | (574,799 | ) |  | $ | (906,868 | )
Basic and diluted loss per common share |  | $ | (0.00 | ) |  | $ | (0.00 | ) |  | $ | (0.00 | ) |  | $ | (0.01 | )
Weighted average number of common shares outstanding - Basic and diluted |  |  | 164,636,688 |  |  |  | 150,835,665 |  |  |  | 164,346,860 |  |  |  | 149,196,728 |

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, 2023 and 2022

(Unaudited)

|  | Series A Preferred Stock |  | Series B Preferred Stock |  | Common Stock |  |  |  |  |  |  |  |  |  |  |  |
|  | Shares |  | Amount |  | Shares |  | Amount |  | Shares |  | Amount |  | Additional Paid in Capital |  | Accumulated Deficit |  | Accumulated Comprehensive Loss |  | Total |  | Non Controlling Interest |  | Total Stockholders' Deficit
Balance - December 31, 2022 |  |  | 10,000 |  |  | $ | 10 |  |  |  | 21,000 |  |  | $ | 21 |  |  |  | 161,595,511 |  |  | $ | 161,595 |  |  | $ | 31,136,120 |  |  | $ | (24,504,395 | ) |  | $ | (33,557 | ) |  | $ | 6,759,794 |  |  | $ | (924,377 | ) |  | $ | 5,835,417
Common stock issued for warrant exercises |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 2,941,177 |  |  |  | 2,942 |  |  |  | 397,058 |  |  |  | — |  |  |  | — |  |  |  | 400,000 |  |  |  | — |  |  |  | 400,000
Common stock issued for compensation |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 60,000 |  |  |  | 60 |  |  |  | 11,170 |  |  |  | — |  |  |  | — |  |  |  | 11,230 |  |  |  | — |  |  |  | 11,230
Resolution of derivative liabilities upon exercise of warrant |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 240,258 |  |  |  | — |  |  |  | — |  |  |  | 240,258 |  |  |  | — |  |  |  | 240,258
Foreign currency translation adjustments |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 804 |  |  |  | 804 |  |  |  | 773 |  |  |  | 1,577
Net income (loss) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (363,185 | ) |  |  | — |  |  |  | (363,185 | ) |  |  | 204,363 |  |  |  | (158,822)
Balance - March 31, 2023 |  |  | 10,000 |  |  | $ | 10 |  |  |  | 21,000 |  |  | $ | 21 |  |  |  | 164,596,688 |  |  | $ | 164,597 |  |  | $ | 31,784,606 |  |  | $ | (24,867,580 | ) |  | $ | (32,753 | ) |  | $ | 7,048,901 |  |  | $ | (719,241 | ) |  | $ | 6,329,660
Common stock issued for compensation |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 60,000 |  |  |  | 60 |  |  |  | 6,840 |  |  |  | — |  |  |  | — |  |  |  | 6,900 |  |  |  | — |  |  |  | 6,900
Foreign currency translation adjustments |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 1,527 |  |  |  | 1,527 |  |  |  | 1,466 |  |  |  | 2,993
Net income (loss) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (213,945 | ) |  |  | — |  |  |  | (213,945 | ) |  |  | 52,301 |  |  |  | (161,644)
Balance - June 30, 2023 |  |  | 10,000 |  |  | $ | 10 |  |  |  | 21,000 |  |  | $ | 21 |  |  |  | 164,656,688 |  |  | $ | 164,657 |  |  | $ | 31,791,446 |  |  | $ | (25,081,525 | ) |  | $ | (31,226 | ) |  | $ | 6,843,383 |  |  | $ | (665,474 | ) |  | $ | 6,177,909

|  | Series A Preferred Stock |  | Series B Preferred Stock |  | Common Stock |  |  |  |  |  |  |  |  |  |  |  |
|  | Shares |  | Amount |  | Shares |  | Amount |  | Shares |  | Amount |  | Additional Paid in Capital |  | Accumulated Deficit |  | Accumulated Comprehensive Loss |  | Total |  | Non Controlling Interest |  | Total Stockholders’ Deficit
Balance - December 31, 2021 |  |  | 10,000 |  |  | $ | 10 |  |  |  | 21,000 |  |  | $ | 21 |  |  |  | 147,477,358 |  |  | $ | 147,477 |  |  | $ | 25,842,982 |  |  | $ | (18,536,921 | ) |  | $ | (36,658 | ) |  | $ | 7,416,911 |  |  | $ | (996,013 | ) |  | $ | 6,420,898
Common stock issued for cash |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 2,000,000 |  |  |  | 2,000 |  |  |  | 998,000 |  |  |  | — |  |  |  | — |  |  |  | 1,000,000 |  |  |  | — |  |  |  | 1,000,000
Common stock issued for compensation |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 60,000 |  |  |  | 60 |  |  |  | 41,079 |  |  |  | — |  |  |  | — |  |  |  | 41,139 |  |  |  | — |  |  |  | 41,139
Foreign currency translation adjustments |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (196 | ) |  |  | (196 | ) |  |  | (188 | ) |  |  | (3840
Net income (loss) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (554,970 | ) |  |  | — |  |  |  | (554,970 | ) |  |  | 30,239 |  |  |  | (524,731)
Balance - March 31, 2022 |  |  | 10,000 |  |  | $ | 10 |  |  |  | 21,000 |  |  | $ | 21 |  |  |  | 149,537,358 |  |  | $ | 149,537 |  |  | $ | 26,882,061 |  |  | $ | (19,091,891 | ) |  | $ | (36,854 | ) |  | $ | 7,902,884 |  |  | $ | (965,962 | ) |  | $ | 6,936,922
Common stock issued for compensation |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 60,000 |  |  |  | 60 |  |  |  | 30,430 |  |  |  | — |  |  |  | — |  |  |  | 30,490 |  |  |  | — |  |  |  | 30,490
Common stock issued and to be issued for acquisition of subsidiaries |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 1,461,653 |  |  |  | 1,462 |  |  |  | 1,548,538 |  |  |  | — |  |  |  | — |  |  |  | 1,550,000 |  |  |  | (33,056 | ) |  |  | 1,516,944
Common stock issued for asset acquisition |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 500,000 |  |  |  | 500 |  |  |  | 324,500 |  |  |  | — |  |  |  | — |  |  |  | 325,000 |  |  |  | — |  |  |  | 325,000
Common stock payable |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 18,900 |  |  |  | — |  |  |  | — |  |  |  | 18,900 |  |  |  | — |  |  |  | 18,900
Issuance of common stock purchase option |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 500,000 |  |  |  | — |  |  |  | — |  |  |  | 500,000 |  |  |  | — |  |  |  | 500,000
Foreign currency translation adjustments |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (522 | ) |  |  | (522 | ) |  |  | (501 | ) |  |  | (1,023)
Net income (loss) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (351,180 | ) |  |  | — |  |  |  | (351,180 | ) |  |  | 65,723 |  |  |  | (285,457)
Balance - June 30, 2022 |  |  | 10,000 |  |  | $ | 10 |  |  |  | 21,000 |  |  | $ | 21 |  |  |  | 151,559,011 |  |  | $ | 151,559 |  |  | $ | 29,304,429 |  |  | $ | (19,443,071 | ) |  | $ | (37,376 | ) |  | $ | 9,975,572 |  |  | $ | (933,796 | ) |  | $ | 9,041,776

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

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iQSTEL INC

Consolidated Statements of Cash Flows

(Unaudited)

|  | Six Months Ended
|  | June 30,
|  | 2023 |  | 2022
CASH FLOWS FROM OPERATING ACTIVITIES: |  |  |  |  |  |  |  |
Net loss |  | $ | (320,466 | ) |  | $ | (810,188 | )
Adjustments to reconcile net loss to net cash used in operating activities: |  |  |  |  |  |  |  |
Stock based compensation |  |  | 18,130 |  |  |  | 90,529 |
Depreciation and amortization |  |  | 68,488 |  |  |  | 62,371 |
Amortization of debt discount |  |  | 7,226 |  |  |  | 7,407 |
Change in fair value of derivative liabilities |  |  | (342,575 | ) |  |  | — |
Changes in operating assets and liabilities: |  |  |  |  |  |  |  |
Accounts receivable |  |  | (589,928 | ) |  |  | (910,284 | )
Inventory |  |  | (1,995 | ) |  |  | — |
Prepaid and other current assets |  |  | (75,867 | ) |  |  | (6,977 | )
Due from related parties |  |  | 46,631 |  |  |  | 47,832 |
Accounts payable |  |  | 1,144,422 |  |  |  | 49,794 |
Accrued and other current liabilities |  |  | (675,466 | ) |  |  | 34,224 |
Net cash used in operating activities |  |  | (721,400 | ) |  |  | (1,435,292 | )
CASH FLOWS FROM INVESTING ACTIVITIES: |  |  |  |  |  |  |  |
Acquisitions of subsidiaries, net of cash acquired |  |  | — |  |  |  | (1,564,132 | )
Purchase of property and equipment |  |  | (132,249 | ) |  |  | (47,223 | )
Advances of loan receivable - related parties |  |  | (149,537 | ) |  |  | (1,000 | )
Collection of amounts due from related parties |  |  | 2,700 |  |  |  | 100 |
Net cash used in investing activities |  |  | (279,086 | ) |  |  | (1,612,255 | )
CASH FLOWS FROM FINANCING ACTIVITIES: |  |  |  |  |  |  |  |
Proceeds from loans payable |  |  | 150,000 |  |  |  | — |
Repayments of loans payable |  |  | (9,006 | ) |  |  | (232,018 | )
Proceeds from common stock issued |  |  | — |  |  |  | 1,100,000 |
Proceeds from exercise of warrants |  |  | 400,000 |  |  |  | — |
Proceeds from convertible notes |  |  | 250,000 |  |  |  | — |
Deposit for option |  |  | — |  |  |  | 500,000 |
Net cash provided by financing activities |  |  | 790,994 |  |  |  | 1,367,982 |
Effect of exchange rate changes on cash |  |  | 6,873 |  |  |  | (9,311 | )
Net change in cash |  |  | (202,619 | ) |  |  | (1,688,876 | )
Cash, beginning of period |  |  | 1,329,389 |  |  |  | 3,334,813 |
Cash, end of period |  | $ | 1,126,770 |  |  | $ | 1,645,937 |
Supplemental cash flow information |  |  |  |  |  |  |  |
Cash paid for interest |  | $ | 6,600 |  |  | $ | 3,333 |
Cash paid for taxes |  | $ | — |  |  | $ | — |
Non-cash transactions: |  |  |  |  |  |  |  |
Common stock issued for asset acquisition |  | $ | — |  |  | $ | 325,000 |
Common stock issued for acquisitions of subsidiaries |  | $ | — |  |  | $ | 1,550,000 |
Resolution of derivative liabilities upon exercise of warrants |  | $ | 240,258 |  |  | $ | — |

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

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iQSTEL INC

Notes to the Unaudited Consolidated Financial Statements

June 30, 2023

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 is a technology company with presence in 13 countries and 56 employees that is offering leading-edge services through its four business divisions.

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

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

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

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

NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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

In the opinion of the Company’s management, the accompanying unaudited interim consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of June 30, 2023 and the results of operations and cash flows for the periods presented. The results of operations for the six months ended June 30, 2023 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on April 14, 2023.

Consolidation Policy

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

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Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP 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. dollars in accordance with ASC 830, “Foreign Currency Matters”.

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

SwissLink translates their records into U.S. dollars as follows:

| · | Assets and liabilities at the rate of exchange in effect at the balance sheet date;

| · | Equities at historical rate; and

| · | 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 (loss) in stockholders’ equity.

Cash and Cash Equivalents

Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. The Company had no cash equivalents at June 30, 2023 and December 31, 2022.

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. Under the expected credit loss model, the Company reviews its allowance for doubtful accounts daily and past due balances over 60 days and a specified amount is 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, 2023 and 2022, the Company recorded no bad debt expense.

Net Income (Loss) Per Share of Common Stock

The Company has adopted ASC 260, ”Earnings per Share,” which requires presentation of basic earnings per share on the face of the statements of operations for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic earnings per share computation. In the accompanying financial statements, basic loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed by dividing net income by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent share arrangements, stock options and warrants unless the result would be antidilutive. Dilutive potential common shares include outstanding warrants and Series B Preferred stock, and these were excluded from the computation of diluted net loss per share as the result was anti-dilutive for the six months ended June 30, 2023 and 2022.

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Concentrations of Credit Risk

The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents and related party payables. The Company places its cash and cash equivalents with financial institutions of high creditworthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits.

During the six months ended June 30, 2023, 23 customers represented 87% of our revenue compared to 8 customers representing 87% of our revenue for the six months ended June 30, 2022.

Financial Instruments

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

Level 1

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

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3

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

The carrying values of our financial instruments, including, cash; accounts receivable; prepaid and other current assets; accounts payable; accrued liabilities and other current liabilities; and due from/to related parties approximate their fair values due to the short-term maturities of these financial instruments.

Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated. It is not, however, practical to determine the fair value of amounts due to related parties due to their related party nature.

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Derivative Financial Instruments

The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. We evaluate all of our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company used a Black-Scholes valuation model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Revenue Recognition

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

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

Recent Accounting Pronouncements

In June 2022, the FASB issued ASU 2022-03, ASC Subtopic “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions.” These amendments clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments in this update are effective for public business entities for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2023. Early adoption is permitted. The Company is currently assessing the impact of the adoption of this standard on its consolidated financial statements.

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments Credit Losses —Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 requires a financial asset (or group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected, which includes the Company’s accounts receivable. This ASU is effective for the Company for reporting periods beginning after December 15, 2022. The Company adopted this accounting pronouncement on January 1, 2023 and it did not have any impact to its financial statements.

The Company has reviewed all other recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on our financial statements.

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NOTE 3 - GOING CONCERN

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

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

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

Historically, the Company has 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 – PREPAID AND OTHER CURRENT ASSETS

Prepaid and other current assets as of June 30, 2023 and December 31, 2022 consisted of the following:

|  | June 30, |  | December 31,
|  | 2023 |  | 2022
Other receivable |  | $ | 153,918 |  |  | $ | 120,139 |
Prepaid expenses |  |  | 14,040 |  |  |  | 26,600 |
Advance payment |  |  | 21,000 |  |  |  | 21,000 |
Tax receivable |  |  | 402 |  |  |  | 389 |
Deposit for acquisition of asset |  |  | 362,000 |  |  |  | 357,500 |
Security deposit |  |  | 20,000 |  |  |  | 20,000 |
Total prepaid and other current assets |  | $ | 571,360 |  |  | $ | 545,628 |

NOTE 5 – PROPERTY AND EQUIPMENT

Property and equipment as of June 30, 2023 and December 31, 2022 consisted of the following:

|  | June 30, |  | December 31,
|  | 2023 |  | 2022
Telecommunication equipment |  | $ | 349,064 |  |  | $ | 317,958 |
Telecommunication software |  |  | 754,074 |  |  |  | 640,566 |
Other equipment |  |  | 99,487 |  |  |  | 99,126 |
Total property and equipment |  |  | 1,202,625 |  |  |  | 1,057,650 |
Accumulated depreciation and amortization |  |  | (729,091 | ) |  |  | (656,629 | )
Total property and equipment |  | $ | 473,534 |  |  | $ | 401,021 |

Depreciation expense for the six months ended June 30, 2023 and 2022 amounted to $68,488 and $62,371, respectively.

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NOTE 6 –LOANS PAYABLE

Loans payable as of June 30, 2023 and December 31, 2022 consisted of the following:

|  | June 30, |  | December 31, |  |  |  | Interest
|  | 2023 |  | 2022 |  | Term |  | rate
Martus |  | $ | 97,465 |  |  | $ | 94,342 |  |  | Note was issued on October 23, 2018 and due on January 2, 2024 |  |  | 5.0 | %
Darlene Covid19 |  |  | 102,418 |  |  |  | 108,150 |  |  | Note was issued on April 1, 2020 and due on March 31, 2025 |  |  | 0.0 | %
Promissory note payable |  |  | 165,000 |  |  |  | — |  |  | Note was issued April 4, 2023 and due on April 4, 2024 |  |  | 24.0 | %
Total |  |  | 364,883 |  |  |  | 202,492 |  |  |  |  |  |  |
Less: Unamortized debt discount |  |  | (11,250 | ) |  |  | — |  |  |  |  |  |  |
Total loans payable |  |  | 353,633 |  |  |  | 202,492 |  |  |  |  |  |  |
Less: Current portion of loans payable |  |  | (251,215 | ) |  |  | (94,342 | ) |  |  |  |  |  |
Long-term loans payable |  | $ | 102,418 |  |  | $ | 108,150 |  |  |  |  |  |  |

Loans payable - related parties as of June 30, 2023 and December 31, 2022 consisted of the following:

|  | June 30, |  | December 31, |  |  |  | Interest
|  | 2023 |  | 2022 |  | Term |  | rate
49% of Shareholder of SwissLink |  | $ | 20,299 |  |  | $ | 19,649 |  |  | Note is due on demand |  |  | 0 | %
49% of Shareholder of SwissLink |  |  | 223,460 |  |  |  | 216,300 |  |  | Note is due on demand |  |  | 5 | %
Total |  |  | 243,759 |  |  |  | 235,949 |  |  |  |  |  |  |
Less: Current portion of loans payable |  |  | 243,759 |  |  |  | 235,949 |  |  |  |  |  |  |
Long-term loans payable |  | $ | — |  |  | $ | — |  |  |  |  |  |  |

During the six months ended June 30, 2023, the Company borrowed from a third party totaling $165,000, which includes original issue discount and financing costs of $15,000.

During the six months ended June 30, 2023 and 2022, the Company recorded interest expense of $9,460 and $18,724 and recognized amortization of discount, included in interest expense, of $3,750 and $7,407, respectively.

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NOTE 7 – CONVERTIBLE NOTE

During the six months ended June 30, 2023, the Company borrowed from a third party totaling $284,760, which includes original issue discount and financing costs of $34,760. The note is due on June 1, 2024 and a one-time interest charge of 12% shall be applied. Accrued, unpaid interest and outstanding principal shall be paid in 10 payments each in the amount of $31,893.10. The first payment shall be due on July 16, 2023. The note is convertible at the option of the holders at any time following an event of default, and the conversion price is 75% multiplied by the lowest trading price of Company’s common stock during the 10 trading days prior to the conversion date.

During the six months ended June 30, 2023, the Company recorded interest expense of $3,417 and recognized amortization of discount, included in interest expense, of $3,476.

NOTE 8 – WARRANTS

On April 5, 2022, we entered into a Common Stock Purchase Option Agreement with Apollo Management Group, Inc (Holder) to subscribe for and purchase from the Company, 4,800,000 shares of Common Stock with an exercise price per share of $2.00; and an initial exercisable date on September 30, 2022. The purchase price of this option was $500,000. The Company determined that the warrants had a fixed monetary value with a variable number of shares at inception and categorized the warrants as a liability in the accompanying consolidated financial statements.

The Holder and the Company agreed that the Holder had the right and the obligation to exercise, on a cashless basis, $1,000,000 of the Options not later than October 15, 2022. Thereafter, the Holder shall undertake to exercise not less than (i) $400,000 of the Options on a “cash basis” not later than the later of (y) November 14, 2022 or (z) the date on which there is an effective registration statement permitting the issuance of the Option Shares to or resale of the Option Shares by the Holder and (ii) an additional $400,000 of the Options on a “cash basis” not later than the latest of (x) thirty (30) days following the exercise of the Option under subsection (i), above, (y) December 14, 2022, or (z) the date on which there is an effective registration statement permitting the issuance of the Option Shares to or resale of the Option Shares by the Holder. From and after the occurrence of the three above-referenced exercises, each additional exercise of Options hereunder shall be in an amount not less than $200,000 and exercised only on a cash basis.

The Holder’s obligation to exercise each specified portion of this option on the specific dates above is subject to the volume-weighted average price (“VWAP”, market value), being not less than $0.20 per share on the relevant option exercise date. Adjusted option shares at VWAP of $0.20 shall be 48,000,000 shares.

A summary of activity regarding warrants issued as follows:

|  | Warrants Outstanding |  |
|  |  |  | Weighted Average |  | Weighted Average Remaining
|  | Warrants |  | Exercise Price |  | Contractual life (in years)
Outstanding, December 31, 2022 |  |  | 23,112,575 |  |  | $ | 0.17 |  |  |  | 0.75 |
Granted |  |  | — |  |  |  | — |  |  |  | — |
Increase in number of warrants by VWAP |  |  | 5,262,465 |  |  |  | 0.14 |  |  |  | — |
Exercised |  |  | (2,941,177 | ) |  |  | 0.14 |  |  |  | 0.70 |
Forfeited/canceled |  |  | — |  |  |  | — |  |  |  | — |
Outstanding, June 30, 2023 |  |  | 25,433,863 |  |  | $ | 0.14 |  |  |  | 0.25 |

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NOTE 9 – DERIVATIVE LIABILITIES

Fair Value Assumptions Used in Accounting for Derivative Liabilities

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

The Company determined our derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the fair value as of June 30, 2023. 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, 2023 and year ended December 31, 2022, the estimated fair values of the liabilities measured on a recurring basis are as follows:

|  |  | Six months ended |  |  |  | Year ended |
|  |  | June 30 |  |  |  | December 31, |
|  |  | 2023 |  |  |  | 2022 |
Expected term |  |  | 0.25 - 0.75 years |  |  |  | 0.75 - 1.49 years |
Expected average volatility |  |  | 77% - 118% |  |  |  | 83% - 152% |
Expected dividend yield |  |  | — |  |  |  | — |
Risk-free interest rate |  |  | 4.67% - 5.43% |  |  |  | 0.06% - 4.73% |

The following table summarizes the changes in the derivative liabilities during the six months ended June 30, 2023 and 2022:

Fair Value Measurements Using Significant Observable Inputs (Level 3)
Balance - December 31, 2022 |  | $ | 1,357,787 |
Settled on issuance of common stock |  |  | (240,258 | )
Change in fair value of the warrant |  |  | (342,575 | )
Balance – June 30, 2023 |  | $ | 774,954 |

The following table summarizes the change in fair value of derivative liabilities included in the income statement for the six months ended June 30, 2023 and 2022, respectively.

|  | Six months ended
|  | June 30,
|  | 2023 |  | 2022
Addition of new derivatives recognized as loss on derivatives |  | $ | — |  |  | $ | — |
Revaluation of derivative liabilities |  |  | (342,575 | ) |  |  | — |
(Gain) on change in fair value of derivative liability |  | $ | (342,575 | ) |  | $ | — |

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NOTE 10 – STOCKHOLDERS’ EQUITY

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

Series A Preferred Stock

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

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

As of June 30, 2023 and December 31, 2022, 10,000 shares of Series A Preferred Stock were issued and outstanding.

Series B Preferred Stock

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

As of June 30, 2023 and December 31, 2022, 21,000 shares of Series B Preferred Stock were issued and outstanding.

Series C Preferred Stock

On January 7, 2021, pursuant to Article III of our Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock entitled Series C Preferred Stock, consisting of up 200,000 shares, par value $0.001. Under the Certificate of Designation, holders of Series C Preferred Stock will rank junior to the Series B Preferred Stock, but on par with common stock and Series A Preferred Stock in any distribution upon winding up, dissolution, or liquidation of the company, as provided in the designation. The holders of shares of Series C Preferred Stock have no dividend rights except as may be declared by the Board in its sole and absolute discretion, out of funds legally available for that purpose. Holders of Series C Preferred Stock do not have voting rights but may convert into common stock after twenty four months from the issuance date, at a conversion rate of one thousand (1,000) shares of Common Stock for every one (1) share of Series C Preferred Stock. Upon conversion, the shares are subject to a one-year restriction on sales into the market of no more than 5% previous month’s stock liquidity.

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The rights of the holders of Series C Preferred Stock are defined in the relevant Certificate of Designation filed with the Nevada Secretary of State on January 7, 2021.

As of June 30, 2023 and December 31, 2022, no Series C Preferred Stock was issued or outstanding.

Common Stock

During the six months ended June 30, 2023, the Company issued 3,061,177 shares of common stock, valued at fair market value on issuance as follows:

| · | 120,000 shares for compensation to our directors valued at $18,130; and

| · | 2,941,177 shares for exercise of warrants for $400,000.

As of June 30, 2023 and December 31, 2022, 164,656,688 and 161,595,511 shares of common stock were issued and outstanding, respectively.

NOTE 11 - RELATED PARTY TRANSACTIONS

Due from related parties

As of June 30, 2023 and December 31, 2022, the Company had amounts due from related parties of $426,529 and $326,324, respectively. The loans are unsecured, non-interest bearing and due on demand.

Due to related parties

As of June 30, 2023 and December 31, 2022, the Company had amounts due to related parties of $26,613. The amounts are unsecured, non-interest bearing and due on demand.

Employment agreements

During the six months ended June 30, 2023 and 2022, the Company recorded management salaries of $288,000 and $270,000 and stock-based compensation bonuses of $18,130 and $71,629, respectively.

As of June 30, 2023 and December 31, 2022, the Company recorded and accrued management salaries of $129,627 and $79,628, respectively.

NOTE 12 – COMMITMENTS AND CONTINGENCIES

Leases and Long-term Contracts

The Company has not entered into any long-term leases, contracts or commitments. The Company leases facilities which the term is 12 months. For the six months ended June 30, 2023 and 2022, the Company incurred rent expense of $2,137 and $38,645, respectively.

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NOTE 13 - SEGMENTS

At December 31, 2022 and 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 six months ended June 30, 2023 and 2022:

Three months ended June 30, 2023

NOTE 13 - SEGMENT - Schedule of Operating Activities by Geographic Segment

|  | USA |  | Switzerland |  | Elimination |  | Total
Revenues |  | $ | 32,960,138 |  |  |  | 1,334,080 |  |  | $ | (1,469,389 | ) |  | $ | 32,824,829 |
Cost of revenue |  |  | 32,359,937 |  |  |  | 1,149,815 |  |  |  | (1,469,389 | ) |  |  | 32,040,363 |
Gross profit |  |  | 600,201 |  |  |  | 184,265 |  |  |  | — |  |  |  | 784,466 |
Operating expenses |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
General and administration |  |  | 845,485 |  |  |  | 191,699 |  |  |  | — |  |  |  | 1,037,184 |
Operating loss |  |  | (245,284 | ) |  |  | (7,434 | ) |  |  | — |  |  |  | (252,718 | )
Other income (expense) |  |  | 98,224 |  |  |  | (7,150 | ) |  |  | — |  |  |  | 91,074 |
Net loss |  | $ | (147,060 | ) |  | $ | (14,584 | ) |  | $ | — |  |  | $ | (161,644 | )

Three months ended June 30, 2022

|  | USA |  | Switzerland |  | Elimination |  | Total
Revenues |  | $ | 23,059,647 |  |  |  | 1,236,823 |  |  | $ | (596,754 | ) |  | $ | 23,699,716 |
Cost of revenue |  |  | 22,418,046 |  |  |  | 1,032,150 |  |  |  | (596,754 | ) |  |  | 22,853,442 |
Gross profit |  |  | 641,601 |  |  |  | 204,673 |  |  |  | — |  |  |  | 846,274 |
Operating expenses |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
General and administration |  |  | 921,793 |  |  |  | 222,659 |  |  |  | — |  |  |  | 1,144,452 |
Operating loss |  |  | (280,192 | ) |  |  | (17,986 | ) |  |  | — |  |  |  | (298,178 | )
Other income (expense) |  |  | 13,314 |  |  |  | (593 | ) |  |  | — |  |  |  | 12,721 |
Net loss |  | $ | (266,878 | ) |  | $ | (18,579 | ) |  | $ | — |  |  | $ | (285,457 | )

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Six months ended June 30, 2023

|  | USA |  | Switzerland |  | Elimination |  | Total
Revenues |  | $ | 57,807,809 |  |  |  | 2,681,515 |  |  | $ | (2,997,966 | ) |  | $ | 57,491,358 |
Cost of revenue |  |  | 56,185,823 |  |  |  | 2,302,299 |  |  |  | (2,997,966 | ) |  |  | 55,490,156 |
Gross profit |  |  | 1,621,986 |  |  |  | 379,216 |  |  |  | — |  |  |  | 2,001,202 |
Operating expenses |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
General and administration |  |  | 2,196,441 |  |  |  | 375,009 |  |  |  | — |  |  |  | 2,571,450 |
Operating (loss) income |  |  | (574,455 | ) |  |  | 4,207 |  |  |  | — |  |  |  | (570,248 | )
Other income (expense) |  |  | 273,179 |  |  |  | (23,397 | ) |  |  | — |  |  |  | 249,782 |
Net loss |  | $ | (301,276 | ) |  | $ | (19,190 | ) |  | $ | — |  |  | $ | (320,466 | )

Six months ended June 30, 2022

|  | USA |  | Switzerland |  | Elimination |  | Total
Revenues |  | $ | 41,534,760 |  |  |  | 2,262,903 |  |  | $ | (678,636 | ) |  | $ | 43,119,027 |
Cost of revenue |  |  | 40,611,998 |  |  |  | 1,855,331 |  |  |  | (678,636 | ) |  |  | 41,788,693 |
Gross profit |  |  | 922,762 |  |  |  | 407,572 |  |  |  | — |  |  |  | 1,330,334 |
Operating expenses |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
General and administration |  |  | 1,703,093 |  |  |  | 430,857 |  |  |  | — |  |  |  | 2,133,950 |
Operating loss |  |  | (780,331 | ) |  |  | (23,285 | ) |  |  | — |  |  |  | (803,616 | )
Other income (expense) |  |  | (16,527 | ) |  |  | 9,955 |  |  |  | — |  |  |  | (6,572 | )
Net loss |  | $ | (796,858 | ) |  | $ | (13,330 | ) |  | $ | — |  |  | $ | (810,188 | )

Asset Information

The following table shows asset information by geographic segment as of June 30, 2023 and December 31, 2022:

June 30, 2023 |  | USA |  | Switzerland |  | Elimination |  | Total
Assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current assets |  | $ | 6,381,103 |  |  | $ | 1,425,799 |  |  | $ | (709,186 | ) |  | $ | 7,097,716 |
Non-current assets |  | $ | 11,670,900 |  |  | $ | 768,107 |  |  | $ | (6,184,562 | ) |  | $ | 6,254,445 |
Liabilities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current liabilities |  | $ | 5,519,606 |  |  | $ | 2,102,070 |  |  | $ | (709,186 | ) |  | $ | 6,912,490 |
Non-current liabilities |  | $ | — |  |  | $ | 261,762 |  |  | $ | — |  |  | $ | 261,762 |

December 31, 2022 |  | USA |  | Switzerland |  | Elimination |  | Total
Assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current assets |  | $ | 6,496,354 |  |  | $ | 1,172,889 |  |  | $ | (1,232,653 | ) |  | $ | 6,436,590 |
Non-current assets |  | $ | 11,646,662 |  |  | $ | 650,794 |  |  | $ | (6,184,562 | ) |  | $ | 6,112,894 |
Liabilities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current liabilities |  | $ | 5,967,729 |  |  | $ | 1,716,603 |  |  | $ | (1,232,653 | ) |  | $ | 6,451,679 |
Non-current liabilities |  | $ | — |  |  | $ | 262,388 |  |  | $ | — |  |  | $ | 262,388 |

NOTE 14 – SUBSEQUENT EVENTS.

Management has evaluated subsequent events through the date these consolidated financial statements were available to be issued. Based on our evaluation no material events have occurred that require disclosure.

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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 with presence in 13 countries and 56 employees that is offering leading-edge services through its four business divisions.

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

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

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

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

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.

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Results of Operations

Revenues

Our total revenue reported for the three months ended June 30, 2023 was $32,824,829, compared with $23,699,716 for the three months ended June 30, 2022. These numbers reflect an increase of 38.50% quarter over quarter on our consolidated revenues. Our total revenue reported for the six months ended June 30, 2023 was $57,491,358, compared with $43,119,027 for the six months ended June 30, 2022; an increase of 33.33%.

When looking at the numbers by subsidiary, we have the following breakout for the three and six months ended June 30, 2023 compared to the three and six months ended June 30, 2022:

|  | Revenue for the Three Months Ended June |  | Revenue for the Six Months Ended June
Subsidiary |  | 2023 |  | 2022 |  | 2023 |  | 2022
Etelix.com USA, LLC |  | $ | 10,692,139 |  |  | $ | 6,042,991 |  |  | $ | 15,041,124 |  |  | $ | 11,957,291 |
SwissLink Carrier AG |  |  | 1,273,004 |  |  |  | 1,236,823 |  |  |  | 2,548,289 |  |  |  | 2,262,903 |
QGlobal LLC |  |  | 211,258 |  |  |  | 46,439 |  |  |  | 296,309 |  |  |  | 155,635 |
IoT Labs LLC |  |  | 17,215,267 |  |  |  | 14,393,805 |  |  |  | 32,476,549 |  |  |  | 26,763,540 |
Smartbiz Telecom |  |  | 2,935,867 |  |  |  | 921,410 |  |  |  | 6,327,107 |  |  |  | 921,410 |
Whisl Telecom |  |  | 497,294 |  |  |  | 1,058,248 |  |  |  | 801,980 |  |  |  | 1,058,248 |
|  | $ | 32,824,829 |  |  | $ | 23,699,716 |  |  | $ | 57,491,358 |  |  | $ | 43,119,027 |

The increase in revenue is due to an increment in the commercial efforts and the result of commercial synergies amongst all companies. Third-party revenues recognized at Whisl decreased, as this company further focused its efforts to serve as the platform to develop new business for the other subsidiaries. Intercompany revenues recognized by Whisl that were eliminated during the three and six months ended June 30, 2023 were $814,762 and $1,731,700, respectively.

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 Revenue

Our total cost of revenue for the three months ended June 30, 2023 increased to $32,040,363, compared with $22,853,442 for the three months ended June 30, 2022. Our total cost of revenue for the six months ended June 30, 2023 increased to $55,490,156, compared with $41,788,693 for the six months ended June 30, 2022.

When looking at the numbers by subsidiary, we have the following breakout for the three and six months ended June 30, 2023 compared to the three and six months ended June 30, 2022:

|  | Cost of Revenue for the Three Months Ended June |  | Cost of Revenue for the Six Months Ended June
Subsidiary |  | 2023 |  | 2022 |  | 2023 |  | 2022
Etelix.com USA, LLC |  | $ | 10,019,546 |  |  | $ | 5,821,776 |  |  | $ | 13,784,019 |  |  | $ | 11,626,271 |
SwissLink Carrier AG |  |  | 1,055,418 |  |  |  | 1,032,150 |  |  |  | 2,159,275 |  |  |  | 1,855,331 |
QGlobal LLC |  |  | 142,330 |  |  |  | 32,473 |  |  |  | 193,879 |  |  |  | 122,471 |
IoT Labs LLC |  |  | 17,211,748 |  |  |  | 14,303,959 |  |  |  | 32,090,649 |  |  |  | 26,521,536 |
Smartbiz Telecom |  |  | 3,125,835 |  |  |  | 831,419 |  |  |  | 6,209,129 |  |  |  | 831,419 |
Whisl Telecom |  |  | 485,486 |  |  |  | 831,665 |  |  |  | 1,053,205 |  |  |  | 831,665 |
|  | $ | 32,040,363 |  |  | $ | 22,853,442 |  |  | $ | 55,490,156 |  |  | $ | 41,788,693 |

Our cost of revenue 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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Gross Margin

The Consolidated Gross Margin for the six months ended June 30, 2023 was 3.48%, which compared to 3.09% for the six months ended June 30, 2022 represents an increase in our consolidated Gross Margin of 12.62%.

Operating Expenses

Operating expenses decreased to $1,037,184 for the three months ended June 30, 2023 from $1,144,452 for the three months ended June 30, 2022. Operating expenses increased to $2,571,450 for the six months ended June 30, 2023 from $2,133,950 for the six months ended June 30, 2022. The detail by major category for the six months ended June 30, 2023 and 2022 is reflected in the table below.

|  | Six Months Ended June 30,
|  | 2023 |  | 2022
Salaries, Wages and Benefits |  | $ | 881,830 |  |  | $ | 828,764 |
Technology |  |  | 185,975 |  |  |  | 101,036 |
Professional Fees |  |  | 586,726 |  |  |  | 349,842 |
Legal & Regulatory |  |  | 110,179 |  |  |  | 43,116 |
Travel & Events |  |  | 102,356 |  |  |  | 29,831 |
Public Cost |  |  | 18,083 |  |  |  | 16,832 |
Advertising |  |  | 405,537 |  |  |  | 373,600 |
Bank Services and Fees |  |  | 25,709 |  |  |  | 91,961 |
Depreciation and Amortization |  |  | 68,488 |  |  |  | 62,371 |
Office, Facility and Other |  |  | 160,010 |  |  |  | 164,967 |
Insurances |  |  | 8,427 |  |  |  | — |
Sub Total |  |  | 2,553,320 |  |  |  | 2,062,320 |
Stock-based compensation |  |  | 18,130 |  |  |  | 71,630 |
Total Operating Expense |  | $ | 2,571,450 |  |  | $ | 2,133,950 |

When looking at the numbers by subsidiary, we have the following breakout for the six months ended June 30, 2023 compared to the six months ended June 30, 2022:

|  | Six Months Ended June 30,
|  | 2023 |  | 2022 |  | Difference
iQSTEL |  | $ | 1,027,793 |  |  | $ | 1,039,299 |  |  | $ | (11,506 | )
Etelix |  |  | 207,309 |  |  |  | 193,587 |  |  |  | 13,722 |
Swisslink |  |  | 375,008 |  |  |  | 430,856 |  |  |  | (55,848 | )
ItsBchain |  |  | 22,019 |  |  |  | 453 |  |  |  | 21,566 |
QGlobal |  |  | 119,035 |  |  |  | 73,935 |  |  |  | 45,100 |
IoT Labs |  |  | 115,013 |  |  |  | 119,919 |  |  |  | (4,906 | )
Global Money One |  |  | 60,799 |  |  |  | 84,777 |  |  |  | (23,978 | )
Smartbiz Telecom |  |  | 316,129 |  |  |  | 55,873 |  |  |  | 260,256 |
Whisl Telecom |  |  | 328,345 |  |  |  | 135,251 |  |  |  | 193,094 |
|  | $ | 2,571,450 |  |  | $ | 2,133,950 |  |  | $ | 437,500 |

During the six months ended June 30, 2022 we were consolidating Whisl from May 6 to June 30 and Smartbiz from June 1 to June 30 as a result of the Q2 2022 acquisitions. Both subsidiaries were consolidated for the full six-month periods ended June 30, 2023, which explains the significant increase of expenses in those two subsidiaries and the overall increase in the expenses for the six months ended June 30, 2023 compared to the same period in 2022.

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Operating Income

The Company showed negative Operating Income for the three months ended June 30, 2023 of $252,718 compared with a negative result of $298,178 for the three months ended June 30, 2022.

The Company showed negative Operating Income for the six months ended June 30, 2023 of $570,248 compared with a negative result of $803,616 for the six months ended June 30, 2022.

The decrease of the numbers for the three and the six-month periods mentioned above shows a positive trend in the operating results, and Company management is forecasting positive operating income for the year ending December 31, 2023.

Our Telecom Division, the division presently generating revenue, has positive Operating Income. The expenses of our pre-revenue companies are set at the minimum required to finish the development of the product/services prior to market launch. Management implemented a process that intends to reduce future general and administrative expenses of iQSTEL to a maximum of $400,000 per quarter.

|  | Telecom Division |  | Pre-revenue companies |  | iQSTEL |  | Consolidated
|  | Three Months Ended June 30, 2023 |  | Six Months Ended June 30, 2023 |  | Three Months Ended June 30, 2023 |  | Six Months Ended June 30, 2023 |  | Three Months Ended June 30, 2023 |  | Six Months Ended June 30, 2023 |  | Three Months Ended June 30, 2023 |  | Six Months Ended June 30, 2023
Revenues |  |  | 32,824,829 |  |  |  | 57,491,358 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 32,824,829 |  |  |  | 57,491,358 |
Cost of revenue |  |  | 32,040,363 |  |  |  | 55,490,156 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 32,040,363 |  |  |  | 55,490,156 |
Gross profit |  |  | 784,466 |  |  |  | 2,001,202 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 784,466 |  |  |  | 2,001,202 |
Operating expenses |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
General and administration |  |  | 646,362 |  |  |  | 1,460,839 |  |  |  | 27,580 |  |  |  | 82,818 |  |  |  | 363,241 |  |  |  | 1,027,793 |  |  |  | 1,037,183 |  |  |  | 2,571,450 |
Total Operating Expenses |  |  | 646,362 |  |  |  | 1,460,839 |  |  |  | 27,580 |  |  |  | 82,818 |  |  |  | 363,241 |  |  |  | 1,027,793 |  |  |  | 1,037,183 |  |  |  | 2,571,450 |
Operating income/(loss) |  |  | 138,104 |  |  |  | 540,363 |  |  |  | (27,580 | ) |  |  | (82,818 | ) |  |  | (363,241 | ) |  |  | (1,027,793 | ) |  |  | (252,717 | ) |  |  | (570,248 | )

Other Expenses/Other Income

We had other income of $91,074 for the three months ended June 30, 2023, as compared with other income of $12,721 for the same period ended 2022. We had other income of $249,782 for the six months ended June 30, 2023, as compared with other expenses of $6,572 for the same period ended 2022. The increase in other income is mainly due to the positive change in the fair value of derivative liabilities.

Net Loss

We finished the three months ended June 30, 2023 with a loss of $161,644, as compared to a loss of $285,457 during the three months ended June 30, 2022. We finished the six months ended June 30, 2023 with a loss of $320,466, as compared to a loss of $810,188 during the six months ended June 30, 2022. When comparing the results year over year, these numbers show a significant improvement, as the fundamentals of the Company are getting stronger quarter after quarter leading to our goal of generating positive net income.

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Liquidity and Capital Resources

As of June 30, 2023, we had total current assets of $7,097,716 and current liabilities of $6,912,490, resulting in a positive working capital of $185,226. This compares with the negative working capital of $15,089 at December 31, 2022.

Our operating activities used $721,400 in the six months ended June 30, 2023 as compared with $1,435,292 used in operating activities in the six months ended June 30, 2022. Our negative operating cash flow for both periods is a result of our net loss and changes in operating assets and liabilities.

Investing activities used $279,086 for the six months ended June 30, 2023 compared to $1,612,255 used during the same period of year 2022. For the six months ended June 30, 2023 the uses of funds in investing activities consisted primarily of the purchases of property and equipment for $132,249 and Payment of loan receivable - related parties for $149,537.

Financing activities provided $790,994 in the six months ended June 30, 2023 compared with $1,367,982 provided in the six months ended June 30, 2022. Our positive financing cash flow in 2023 is mainly the result of proceeds from loans, warrant exercises, and proceeds from convertible notes. Our positive financing cash flow in 2022 is mainly the result of proceeds from the issuance of common stock and the payment of an option.

Our cash balance as of June 30, 2023 was $1,126,770 compared to $1,329,389 at December 31, 2022.

Our current financial condition has improved significantly with a positive working capital. However, we intend to fund operations through increased sales and debt and/or equity financing arrangements to strengthen our liquidity and capital resources. We also plan to seek additional financing in public and 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, 2023.

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, 2023; however, we consider our critical accounting policies to be those related to allowance for doubtful accounts, valuation of long-lived assets, and income taxes. Management bases its estimates and judgments on historical experience and other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. See the Consolidated Financial Statements in this Quarterly Report for a complete discussion of our significant accounting policies.

Off Balance Sheet Arrangements

As of June 30, 2023, there were no off-balance sheet arrangements.

Recent Accounting Pronouncements

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

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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, 2023. 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, 2023, 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 14, 2023.

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 in reliance on Section 4(a)(2) of the Securities Act, and/or Regulation D promulgated thereunder.

During the six months ended June 30, 2023, the Company issued 3,061,177 shares of common stock, valued at fair market value on issuance as follows:

| · | 120,000 shares for compensation to our directors valued at $18,130; and

| · | 2,941,177 shares for exercise of warrants for $400,000.

Item 3. Defaults upon Senior Securities

None

Item 4. Mine Safety Disclosures

N/A

Item 5. Other Information

None

Item 6. Exhibits

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

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on August 14, 2023 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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