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United States securities and exchange commission logo





                              January 13, 2023

       Leandro Iglesias
       Chief Executive Officer
       iQSTEL Inc.
       601 E. Charleston Blvd. Ste. 100
       Las Vegas, NV 89104

                                                        Re: iQSTEL Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed December 16,
2022
                                                            File No. 333-268856

       Dear Leandro Iglesias:

              We have limited our review of your registration statement to
those issues we have
       addressed in our comments. In some of our comments, we may ask you to
provide us with
       information so we may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Form S-1 filed December 16, 2022

       Prospectus Summary, page 1

   1.                                                   Please clarify the
percentage of revenue that is generated from your four business lines for
                                                        all periods presented:
(i) telecom division; (ii) fintech business line; (iii) blockchain
                                                        platform business line;
and (iv) electric vehicle business line.
   2.                                                   We note that the Mobile
App/Wallet includes the ability to buy/sell crypto. Please revise
                                                        as follows:

                                                              affirmatively
identify all of the crypto assets that you hold or transact in;
                                                              discuss your
intentions to hold or transact in any other crypto assets and update this
                                                            disclosure in
future filings as appropriate;
                                                              describe your
process, if any, for analyzing whether a particular crypto asset that
 Leandro Iglesias
FirstName  LastNameLeandro Iglesias
iQSTEL Inc.
Comapany
January 13,NameiQSTEL
            2023       Inc.
January
Page 2 13, 2023 Page 2
FirstName LastName
              you intend to hold or transact in is a "security" within the
meaning of Section 2(a)(1)
              of the Securities Act. Disclose that this is a risk-based
judgment and does
              not constitute a legal determination binding on regulators or the
courts; and
                expand your risk factors to describe the specific potential
consequences to you and
              to investors if it is subsequently determined that you have
participated in
              the unregistered issuance or distribution of securities,
including the specific risks
              inherent in your business model that may necessitate corrective
measures as a result
              of judicial or regulatory actions. Prominently disclose this risk
in the Summary.
Risk Factors, page 2

3.       With the digital wallet offered by Global Money One and customers'
ability to "Buy/Sell
         Crypto" on the platform, describe any material risks related to
safeguarding your, your
         affiliates   , or your customers    crypto assets. Describe any
material risks to your business
         and financial condition if your policies and procedures surrounding
the safeguarding of
         crypto assets, conflicts of interest, or comingling of assets are not
effective.
4.       To the extent material, describe any gaps your board or management
have identified with
         respect to risk management processes and policies in light of current
crypto asset market
         conditions as well as any changes they have made to address those
gaps.
5.       To the extent material, describe any of the following risks due to
disruptions in the crypto
         asset markets:
             Risk from depreciation in your stock price.
             Risk of loss of customer demand for your products and services.
             Financing risk, including equity and debt financing.
             Risk of increased losses or impairments in your investments or
other assets.
             Risks of legal proceedings and government investigations, pending
or known to be
             threatened, in the United States or in other jurisdictions against
you or your affiliates.
             Risks from price declines or price volatility of crypto assets.
Business, page 22

6.       Please disclose the manner in which digital wallets are stored on
behalf of third parties or
         customers. For example, disclose whether the wallets are stored in
cold storage, or are
         connected to the internet.
7.       If material to an understanding of your business, discuss any steps
you take to safeguard
         your customers    crypto assets and describe any policies and
procedures that are in place to
         prevent self-dealing and other potential conflicts of interest,
particularly in the digital
         wallet through Global Money One. Describe any policies and procedures
you have
         regarding the commingling of assets, including customer assets, your
assets, and those of
         affiliates or others. Identify what material changes, if any, have
been made to your
         processes in light of the current crypto asset market disruption.
8.       Provide disclosure of any significant crypto asset market developments
material to
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FirstName  LastNameLeandro Iglesias
iQSTEL Inc.
Comapany
January 13,NameiQSTEL
            2023       Inc.
January
Page 3 13, 2023 Page 3
FirstName LastName
         understanding or assessing your business, financial condition and
results of operations, or
         share price since your last reporting period, including any material
impact from the price
         volatility of crypto assets. For example, provide disclosure
pertaining to the Fintech
         business line, Global Money One, and the impact of recent market
events on the
         company's digital wallet offering.
General

9.       We note that the company issued a press release on November 7, 2022
that it has    begun
         the application process to dual list its shares on Upstream." Please
disclose whether a
         listing on Upstream is a condition to this offering and what security
is being listed on
         Upstream (i.e., common stock or tokenized equity). Disclose whether
Upstream is a
         registered exchange and in what jurisdiction and the risks and
uncertainties with listing on
         this exchange, including any restrictions on investors in this
offering. Tell us the status of
         your listing application process on Upstream.
10.      We note that the Upstream website allows trading of tokenized equity
of certain
         companies. Please clarify whether you intend to list the tokenized
equity on Upstream. If
         so, provide a materially complete description of the tokenized shares
and the process by
         which shareholders exchange their common shares for the tokenized
shares, including the
         entire lifecycle from the initial exchange of common shares for
tokenized shares through
         the exchange back into common shares. Include the company   s legal
analysis as to the
         characterization of the tokenized equity and whether it is the same
class as the common
         shares, a different class of common stock, or a security based swap.
Provide a detailed
         explanation of how such securities are the same as the issued and
outstanding shares of
         common stock already registered, as well as how such shares compare in
regards to
         transferability and the role of the transfer agent, whether on
Upstream or otherwise. In
         your response, please explain the role of MERJ Depository and Registry
Limited and how
         it interacts with the company   s U.S. transfer agent, and also
address how any "tokenized
         equity" is held on Upstream through MERJ Depository and Registry
Limited (e.g.,
         whether through a shareholder's wallet or an omnibus wallet).
11.      We note that the press release indicates that shareholders are
eligible to receive digital
         dividends. Explain whether you are planning to offer digital dividends
to shareholders and
         disclose the process for distribution of digital dividends, including
whether the digital
         dividends will be limited to those who hold the tokenized shares.
12.      Please clarify whether there could be discrepancies between the
trading prices of common
         shares on Nasdaq and the tokenized shares on Upstream, whether
resulting from different
         liquidity in the markets or otherwise.
13.      Please clarify what information is publicly available about the
trading activity that occurs
         on Upstream and, in particular, what information holders of common
shares would have
         about the trading on Upstream before making a decision to exchange
their common shares
         for tokenized shares.
 Leandro Iglesias
iQSTEL Inc.
January 13, 2023
Page 4

        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

        Please contact Marion Graham, Law Clerk, at 202-551-6521 or Jan Woo,
Legal Branch
Chief, at 202-551-3453 with any questions.



                                                           Sincerely,
FirstName LastNameLeandro Iglesias
                                                           Division of
Corporation Finance
Comapany NameiQSTEL Inc.
                                                           Office of Technology
January 13, 2023 Page 4
cc:       Scott Doney
FirstName LastName
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