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United States securities and exchange commission logo





                               March 7, 2023

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

                                                        Re: iQSTEL Inc.
                                                            Amendment No. 1 to
Registration Statement on Form S-1
                                                            Filed February 10,
2023
                                                            File No. 333-268856

       Dear Leandro Iglesias:

             We have reviewed your amended registration statement and have the
following
       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.
Unless we note
       otherwise, our references to prior comments are to comments in our
January 13, 2023 letter.

       Form S-1/A filed February 10, 2023

       Prospectus Summary, page 1

   1.                                                   We note your response
to prior comment 1. Revise your disclosure to disclose that 100%
                                                        of your revenues for
all periods were generated from the telecom division and that you did
                                                        not generate any
revenue from the remaining three business lines: (i) fintech business line;
                                                        (ii) blockchain
platform business line; and (iii) electric vehicle business line.
       General

   2.                                                   We note your response
to prior comment 9. Please revise the filing to disclose that a
                                                        listing on Upstream is
not a condition to this offering and that you have applied to list the
                                                        same class of
securities as a digital security. Disclose in the filing that Upstream is
 Leandro Iglesias
FirstName  LastNameLeandro Iglesias
iQSTEL Inc.
Comapany
March      NameiQSTEL Inc.
       7, 2023
March2 7, 2023 Page 2
Page
FirstName LastName
         operated by the MERJ Exchange, which is regulated in the Seychelles
and the risks and
         uncertainties with listing on this exchange. Finally, disclose the
rights of shareholders and
         any restrictions on investors on the Upstream platform. For example,
we note that U.S. or
         Canadian based investors, either a Canadian citizen, U.S. citizen or
permanent resident,
         will not be able to buy shares on the Upstream secondary market.
3.       Please refer to prior comment 10 and revise the filing to 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. 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 disclosure, 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).
4.       Please refer to prior comment 11 and your corresponding response.
While we note that the
         company is not currently planning to offer digital dividends to
shareholders, the response
         letter stated that "[i]f and when a digital dividend is contemplated
to be issued, all
         shareholders of record of the company will be entitled to the
dividend." Please include this
         disclosure in your filing.
5.       Please refer to prior comment 12 and your corresponding response.
Include risk factor
         disclosure addressing the discrepancies that could result between the
trading prices of
         common shares on OTC and the tokenized shares on Upstream, whether
resulting from
         different liquidity in the markets or otherwise.
6.       Please refer to prior comment 13 and your corresponding response.
Revise your disclosure
         to include 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.
7.       We note your responses to prior comments 9 and 10. It appears that
MERJ Depository
         will be the record holder for the tokenized shares. Please explain the
legal relationship
         between MERJ Depository and shareholders who deposit their shares with
MERJ Dep.,
         including the relevant governing law. Please also explain the rights
of such shareholders
         in the event of a liquidation or dissolution of MERJ Depository.
Further, please compare
         the legal rights of such shareholders with shareholders who own their
shares in either
         book-entry form or on deposit with a U.S. broker, including the
various protections
         afforded such shareholders under applicable law. Finally, please add
risk factor disclosure
         addressing the risks to shareholders arising from any difference in
such rights and
         protections.
 Leandro Iglesias
iQSTEL Inc.
March 7, 2023
Page 3
8.    We note your responses to prior comments 9 and 10. Please clarify whether
holders of the
      tokenized shares will receive dividend, voting, and other rights
associated with ownership
      of the company   s common stock and, if so, explain how they are entitled
to these rights,
      whether by contract and/or applicable law. Please also clarify whether
such holders have
      the right to receive confirmations, proxy statements and other documents
required by law
      to be provided to the holders of the company   s common stock. Finally,
please clarify
      whether there are any rights or preferences to which holders of tokenized
shares are not
      entitled.
9.    It appears that U.S. citizens and residents are permitted to deposit
their securities with
      MERJ Depository and sell those securities on the Upstream platform
operated by MERJ
      Exchange. It is not clear why MERJ Depository and MERJ Exchange are not
required to
      register with the Commission as a broker or dealer, national securities
exchange and/or
      clearing agency. Please add a risk factor addressing the risks to
shareholders in the event
      that these entities are not properly registered with the Commission as a
broker or dealer,
      national securities exchange and/or clearing agency.
10.   We note a tweet published by the company's account on February 27, 2023
regarding a
      potential application to list on the NYSE. Please tell us whether the
company has applied
      to list on the NYSE or intends to apply to list on the NYSE. If so,
please revise your
      disclosure to state whether listing approval is a condition to the
offering. If it is not,
      include related risk factor disclosure.
11.   The company's common stock is currently quoted on the OTCQX. If you
intend to list or
      have applied for listing on the NYSE, please revise your corporate
governance disclosure
      to use the independence standards by the NYSE rather than Nasdaq. See
Item
      407(a)(1)(iii) of Regulation S-K.
      Please contact Marion Graham, Staff Attorney, at 202-551-6521 or Jan Woo,
Legal
Branch Chief, at 202-551-3453 with any other questions.



                                                            Sincerely,
FirstName LastNameLeandro Iglesias
                                                            Division of
Corporation Finance
Comapany NameiQSTEL Inc.
                                                            Office of
Technology
March 7, 2023 Page 3
cc:       Scott Doney
FirstName LastName
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