Quarterly Report (10-q)

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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, 2022

☐	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: 151,530,378 common shares as of August 15, 2022

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	8
Item 4:	Controls and Procedures	8
PART II – OTHER INFORMATION
Item 1:	Legal Proceedings	9
Item 1A:	Risk Factors	9
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	9
Item 3:	Defaults Upon Senior Securities	9
Item 4:	Mine Safety Disclosures	9
Item 5:	Other Information	9
Item 6:	Exhibits	10

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, 2022 (unaudited) and December 31, 2021;
F-2	Consolidated Statements of Operations for the three and six months ended June 30, 2022 and 2021 (unaudited);
F-3	Consolidated Statements of Cash Flows for the six months ended June 30, 2022 and 2021 (unaudited); and
F-4	Consolidated Statements of Stockholder’s Equity as of June 30, 2022; and 2021.
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, 2022 are not necessarily indicative of the results that can be expected for the full year.

Table of Contents

iQSTEL INC

Consolidated Balance Sheets

(Unaudited)

	June 30,			December 31,
	2022			2021
ASSETS
Current Assets
Cash	$	1,645,937		$	3,334,813
Accounts receivable, net		4,303,010			2,540,515
Due from related parties		375,955			424,086
Prepaid and other current assets		493,539			267,110
Total Current Assets		6,818,441			6,566,524

Property and equipment, net		386,707			409,382
Intangible asset		99,592			99,592
Goodwill		5,172,146			1,537,742
Deferred tax assets		426,664			446,402
TOTAL ASSETS	$	12,903,550		$	9,059,642

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts payable		2,517,086			1,474,595
Due to related parties		26,613			26,613
Loans payable - net of discount of $0 and $7,406		96,185			315,450
Loans payable - related parties		228,727			239,308
Other current liabilities		658,131			307,049
Stock payable		80,674			—
Total Current Liabilities		3,607,416			2,363,015

Loans payable, non-current		104,840			119,295
Employee benefits, non-current		149,518			156,434
TOTAL LIABILITIES		3,861,774			2,638,744

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 151,559,011 and 147,477,358 shares issued and outstanding, respectively		151,559			147,477
Additional paid in capital		29,304,429			25,842,982
Accumulated deficit		(19,443,071	)		(18,536,921	)
Accumulated other comprehensive loss		(37,376	)		(36,658	)
Equity attributed to stockholders of iQSTEL Inc.		9,975,572			7,416,911
Deficit attributable to noncontrolling interests		(933,796	)		(996,013	)
Total Stockholders' Equity		9,041,776			6,420,898

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	12,903,550		$	9,059,642

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,
	2022			2021			2022			2021

Revenues	$	23,699,716		$	16,128,367		$	43,119,027		$	30,325,978
Cost of revenue		22,853,442			16,083,802			41,788,693			29,794,043
Gross profit		846,274			44,565			1,330,334			531,935

Operating expenses
General and administration		1,144,452			1,209,167			2,133,950			2,707,278
Total operating expenses		1,144,452			1,209,167			2,133,950			2,707,278

Operating loss		(298,178	)		(1,164,602	)		(803,616	)		(2,175,343	)

Other income (expense)
Other income		6,432			4,145			(4,628	)		29,179
Other expenses		10,125			(427	)		16,780			(896	)
Interest expense		(3,836	)		(12,062	)		(18,724	)		(642,087	)
Change in fair value of derivative liabilities		—			39,505			—			317,080
Gain (loss) on settlement of debt		—			11,069			—			(528,794	)
Total other income (expense)		12,721			42,230			(6,572	)		(825,518	)

Net loss before provision for income taxes		(285,457	)		(1,122,372	)		(810,188	)		(3,000,861	)
Income taxes		—			—			—			—
Net loss		(285,457	)		(1,122,372	)		(810,188	)		(3,000,861	)
Less: Net income (loss) attributable to noncontrolling interests		65,723			(134,996	)		95,962			(71,094	)
Net loss attributed to stockholders of iQSTEL Inc.	$	(351,180	)	$	(987,376	)	$	(906,150	)	$	(2,929,767	)

Comprehensive income (loss)
Net loss	$	(285,457	)	$	(1,122,372	)	$	(810,188	)	$	(3,000,861	)
Foreign currency adjustment		(1,023	)		(56,664	)		(1,407	)		50,992
Total comprehensive loss		(286,480	)	$	(1,179,036	)	$	(811,595	)	$	(2,949,869	)
Less: Comprehensive income (loss) attributable to noncontrolling interests		65,222			(162,761	)		95,273			(46,108	)
Net comprehensive loss attributed to stockholders of iQSTEL Inc.	$	(351,702	)	$	(1,016,275	)	$	(906,868	)	$	(2,903,761	)

Basic and diluted loss per common share	$	(0.00	)	$	(0.01	)	$	(0.01	)	$	(0.02	)

Weighted average number of common shares outstanding - Basic and diluted		150,835,665			139,078,656			149,196,728			128,840,922

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, 2022 and 2021

(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, 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

	Series A Preferred Stock			Series B Preferred Stock			Common Stock
	Shares		Amount	Shares		Amount	Shares			Amount			Additional Paid in Capital			Accumulated Deficit			Accumulated Comprehensive Loss			Total			Non Controlling Interest			Total Shareholders’ Deficit
Balance - December 31, 2020	10,000	$	10	—	$	—	118,133,432		$	118,133		$	13,267,261		$	(14,699,148	)	$	(74,831	)	$	(1,388,575	)	$	(1,006,461	)	$	(2,395,036)

Preferred stock issued for conversion of common stock	—		—	21,000		21	(21,000,000	)		(21,000	)		20,979			—			—			—			—			—
Common stock issued for cash	—		—	—		—	35,862,500			35,863			3,550,387			—			—			3,586,250			—			3,586,250
Common stock issued for service	—		—	—		—	195,000			195			284,505			—			—			284,700			—			284,700
Common stock issued for compensation	—		—	—		—	600,000			600			563,400			—			—			564,000			—			564,000
Common stock issued for forbearance of debt	—		—	—		—	250,000			250			49,675			—			—			49,925			—			49,925
Common stock issued for conversion of debt	—		—	—		—	6,080,632			6,081			416,214			—			—			422,295			—			422,295
Cancellation of common stock	—		—	—		—	(1,294,600	)		(1,295	)		(88,809	)		—			—			(90,104	)		—			(90,104)
Resolution of derivative liabilities	—		—	—		—	—			—			708,611			—			—			708,611			—			708,611
Foreign currency translation adjustments	—		—	—		—	—			—			—			—			54,905			54,905			52,751			107,656
Net loss	—		—	—		—	—			—			—			(1,942,391	)		—			(1,942,391	)		63,902			(1,878,489)
Balance - March 31, 2021	10,000	$	10	21,000	$	21	138,826,964		$	138,827		$	18,772,223		$	(16,641,539	)	$	(19,926	)	$	2,249,616		$	(889,808	)	$	1,359,808

Common stock issued for compensation	—		—	—		—	600,000			600			411,600			—			—			412,200			—			412,200
Common stock issued for settlement of debt	—		—	—		—	2,230,394			2,230			2,054,300			—			—			2,056,530			—			2,056,530
Debt forgiveness	—		—	—		—	—			—			807,103			—			—			807,103			—			807,103
Foreign currency translation adjustments	—		—	—		—	—			—			—			—			(28,899	)		(28,899	)		(27,765	)		(56,664)
Net loss	—		—	—		—	—			—			—			(987,376	)		—			(987,376	)		(134,996	)		(1,122,372)
Balance - June 30, 2021	10,000	$	10	21,000	$	21	141,657,358		$	141,657		$	22,045,226		$	(17,628,915	)	$	(48,825	)	$	4,509,174		$	(1,052,569	)	$	3,456,605

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,
	2022			2021

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(810,188	)	$	(3,000,861	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation		90,529			1,170,796
Depreciation and amortization		62,371			42,421
Amortization of debt discount		7,407			435,956
Change in fair value of derivative liabilities		—			(317,080	)
Loss on settlement of debt		—			528,794
Prepayment and Default penalty		—			122,020
Changes in operating assets and liabilities:
Accounts receivable		(910,284	)		(784,128	)
Prepaid and other current assets		(6,977	)		(130,278	)
Due from related party		47,832			—
Accounts payable		49,794			(31,917	)
Other current liabilities		34,224			(129,121	)
Net cash used in operating activities		(1,435,292	)		(2,093,398	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of subsidiaries, net		(1,564,132	)		(60,000	)
Purchase of property and equipment		(47,223	)		(68,844	)
Payment of loan receivable - related party		(1,000	)		(24,220	)
Collection of amounts due from related parties		100			200
Net cash used in investing activities		(1,612,255	)		(152,864	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from loans payable		—			400,000
Repayments of loans payable		(232,018	)		(321,609	)
Repayment of loans payable - related parties		—			(60,787	)
Proceeds from common stock issued		1,100,000			3,586,250
Proceed from issuance of common stock purchase option		500,000			—
Repayment of convertible notes		—			(250,000	)
Net cash provided by financing activities		1,367,982			3,353,854

Effect of exchange rate changes on cash		(9,311	)		(11,438	)

Net change in cash		(1,688,876	)		1,096,154
Cash, beginning of period		3,334,813			753,316
Cash, end of period	$	1,645,937		$	1,849,470

Supplemental cash flow information
Cash paid for interest	$	3,333		$	117,198
Cash paid for taxes	$	—		$	—

Non-cash transactions:
Common stock issued for asset acquisition	$	325,000		$	—
Cmmon stock issued and to be issued for acquisition of suobsidiaries	$	1,550,000		$	—
Common stock issued for conversion of debt	$	—		$	422,295
Resolution of derivative liabilities	$	—		$	708,611
Related party debt forgiveness	$	—		$	807,103
Common stock issued for settlement of debt	$	—		$	2,056,530
Preferred stock issued for conversion of common stock	$	—		$	21

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, 2022

NOTE 1 -ORGANIZATION AND DESCRIPTION OF BUSINESS

Organization and Operations

iQSTEL Inc. (“iQSTEL”, “we”, “us”, or the “Company”) was incorporated under the laws of the State of Nevada on June 24, 2011 under the name of B-Maven Inc. The Company changed its name to PureSnax International, Inc. on September 18, 2015; and more recently it changed its name to iQSTEL Inc. on August 7, 2018.

The Company has been engaged in the business of telecommunication services as a wholesale carrier of voice, SMS and data for other telecom companies around the World with more than 150 active interconnection agreements with mobile companies, fixed line companies and other wholesale carriers.

Acquisitions

On May 13, 2022, we entered into a Company Acquisition Agreement regarding the acquisition of 51% of the shares in Whisl telecom LLC (“Whisl”).

On June 1, 2022, we entered into a Company Acquisition Agreement regarding the acquisition of 51% of the shares in Smartbiz Telecom LLC (“Smartbiz”).

Both acquisitions are detailed in Note 4.

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 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, 2022 and the results of operations and cash flows for the periods presented. The results of operations for the six months ended June 30, 2022 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on April 15, 2022.

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 and Smartbiz Telecom LLC. All significant intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP 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.

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Business Combinations

In accordance with ASC 805-10, “Business Combinations”, the Company accounts for all business combinations using the acquisition method of accounting. Under this method, assets and liabilities, including any remaining non-controlling interests, are recognized at fair value at the date of acquisition. The excess of the purchase price over the fair value of assets acquired, net of liabilities assumed, and non-controlling interests is recognized as goodwill. Certain adjustments to the assessed fair values of the assets, liabilities, or non-controlling interests made subsequent to the acquisition date, but within the measurement period, which is up to one year, are recorded as adjustments to goodwill. Any adjustments subsequent to the measurement period are recorded in income. Any cost or equity method interest that the Company holds in the acquired company prior to the acquisition is re-measured to fair value at acquisition with a resulting gain or loss recognized in income for the difference between fair value and the existing book value. Results of operations of the acquired entity are included in the Company’s results from the date of the acquisition onward and include amortization expense arising from acquired tangible and intangible assets.

Foreign Currency Translation and Re-measurement

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

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

SwissLink translates their records into the U.S. dollar as follows:

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

Equities at historical rate

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

Adjustments arising from such translations are included in accumulated other comprehensive income (loss) in stockholders’ equity.

Accounts Receivable and Allowance for Uncollectible Accounts

Substantially all of the Company’s accounts receivable balance is related to trade receivables. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The Company reviews its allowance for doubtful accounts daily and past due balances over 60 days and a specified amount are reviewed individually for collectability. Account balances are charged off after all means of collection have been exhausted and the potential for recovery is considered remote. During the six months ended June 30, 2022 and 2021, the Company did not record 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. There were no potentially dilutive shares of common stock outstanding for the six months ended June 30, 2022 and 2021.

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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, 2022, 8 customers represented 87% of our revenues. During the six months ended June 30, 2021, 5 customers represented 87% of our revenues.

Revenue Recognition

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

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

Recent Accounting Pronouncements

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

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.

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NOTE 4 – ACQUISITIONS

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

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

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

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

Whisl

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

Smartbiz

	June 1,
Fair Value of Consideration:	2022
Cash	$	725,000
Payable to seller		75,000
2,850,330 shares of common stock		1,000,000
Total Purchase Price	$	1,800,000

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

Whisl


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

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

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

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Smartbiz


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

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

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

Unaudited combined proforma results of operations for the six months ended June 30, 2022 and 2021 as though the Company acquired Smartbiz and Whisl on January 1, 2020, are set forth below:


	Six Months Ended
	June 30,
	2022			2021
Revenues	$	47,228,496		$	38,791,210
Cost of revenues		46,061,883			37,528,152
Gross profit		1,166,613			1,263,058

Operating expenses		3,066,379			3,327,710
Operating loss		(1,899,766	)		(2,064,652	)

Other expense		(6,572	)		(825,518	)

Net Loss	$	(1,906,338	)	$	(2,890,170	)

NOTE 5 – PROPERTY AND EQUIPMENT

Property and equipment at June 30, 2022 and December 31, 2021 consisted of the following:

	June 30,			December 31,
	2022			2021
Telecommunication equipment	$	290,660		$	258,871
Telecommunication software		593,497			618,125
Other equipment		98,085			108,805
Total property and equipment		982,242			985,801
Accumulated depreciation and amortization		(595,535	)		(576,419	)
Total property and equipment	$	386,707		$	409,382

Depreciation and amortization expense for the six months ended June 30, 2022 and 2021 amounted to $62,371 and $42,421, respectively.

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NOTE 6 –LOANS PAYABLE

Loans payable at June 30, 2022 and December 31, 2021 consisted of the following:

	June 30,			December 31,
	2022			2021			Term	Interest rate
Bridge Loan	$	—		$	222,222		Note was issued on November 1, 2020 and due on January 30, 2022		18.0%
Martus		96,185			100,634		Note was issued on October 23, 2018 and due on January 3, 2023		5.0%
Swisspeers AG		—			9,605		Note was issued on April 8, 2019 and due on October 4, 2022		7.0%
Darlene Covid19		104,840			109,690		Note was issued on April 1, 2020 and due on March 31, 2025		0.0%
Total		201,025			442,151
Less: Unamortized debt discount		—			(7,406	)
Total loans payable		201,025			434,745
Less: Current portion of loans payable		(96,185	)		(315,450	)
Long-term loans payable	$	104,840		$	119,295

During the six months ended June 30, 2022 and 2021, the Company borrowed from third parties totaling $0 and $444,444, which includes original issue discount and financing costs of $0 and $44,444 and repaid the principal amount of $232,018 and $321,609, respectively.

During the six months ended June 30, 2022 and 2021, the Company recorded interest expense of $18,724 and $172,701 and recognized amortization of discount, included in interest expense, of $7,407 and $63,666, respectively. In 2021, the Company recorded interest expense from convertible notes of $33,430 and recognized amortization of discount, included in interest expense, of $372,290.

Loans payable to related parties at June 30, 2022 and December 31, 2021 consisted of the following:

	June 30,		December 31,
	2022		2021		Term	Interest rate
49% of Shareholder of SwissLink	$	19,047	$	19,929	Note is due on demand		0%
49% of Shareholder of SwissLink		209,680		219,379	Note is due on demand		5%
Total		228,727		239,308
Less: Current portion of loans payable		228,727		239,308
Long-term loans payable	$	—	$	—

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NOTE 7 – OTHER CURRENT LIABILITIES

Other current liabilities at June 30, 2022 and December 31, 2021 consisted of the following:

	June 30,		December 31,
	2022		2021
Accrued liabilities	$	40,929	$	61,153
Payable for acquisition of subsidiaries		325,000		—
Accrued interest		—		8,173
Salary payable - management		80,730		92,229
Salary payable		2,799		—
Employee benefits		106,516		105,221
Other current liabilities		102,157		40,273
	$	658,131	$	307,049

NOTE 8 – 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, 2022 and December 31, 2021, 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 leak-out restriction on sales into the market of no more than 5% previous month’s stock liquidity.

As of June 30, 2022 and December 31, 2021, 21,000 shares of Series B Preferred Stock were issued and outstanding.

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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 lrestriction on sales into the market of no more than 5% previous month’s stock liquidity.

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

As of June 30, 2022 and December 31, 2021, no Series C Preferred Stock was issued or outstanding.

Common Stock

During the six months ended June 30, 2022, the Company issued 4,081,653 shares of common stock, valued at fair market value on issuance as follows;

2,000,000 shares issued for cash of $1,000,000

120,000 shares for compensation to our directors valued at $71,629

1,461,653 shares for acquisition of Whisl valued at $550,000

500,000 shares for asset acquisition valued at $325,000

As of June 30, 2022 and December 31, 2021, 151,559,011 and 147,477,358 shares of common stock were issued and outstanding, respectively.

Common Stock Purchase Option

On April 25, 2022, we entered into a Common Stock Purchase Option Agreement with Apollo Management Group, Inc. 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 exercise date September 30, 2022. The purchase price of this option is $500,000.

NOTE 9 - RELATED PARTY TRANSACTIONS

Due from related parties

During the six months ended June 30, 2022 and 2021, the Company advanced $1,000 and $24,220 to related parties and collected $100 and $200, respectively.

As of June 30, 2022 and December 31, 2021, the Company had due from related parties of $375,955 and $424,086. The loans are unsecured, non-interest bearing and due on demand.

Due to related parties

During the six months ended June 30, 2022 and 2021, the Company repaid $0 and $60,787 to certain members of Company management.

As of June 30, 2022 and December 31, 2021, the Company had amounts due to related parties of $26,613.

Employment agreements

During the six months ended June 30, 2022 and 2021, the Company recorded management fees of $270,000 and $270,000, bonus of $0 and $976,200 and paid $281,000 and $301,300, respectively.

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NOTE 10 – 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, 2022 and 2021, the Company incurred $38,645 and $24,223, respectively.

NOTE 11 - SEGMENTS

At June 30, 2022, the Company operates in one industry segment, telecommunication services, and two geographic segments, USA and Switzerland, where current assets and equipment are located.

Operating Activities

The following table shows operating activities information by geographic segment for the three and six months ended June 30, 2022 and 2021:

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	)

Three months Ended June 30, 2021


	USA			Switzerland			Elimination			Total
Revenues	$	14,990,382			1,149,183		$	(11,198	)	$	16,128,367
Cost of revenue		15,074,899			1,020,101			(11,198	)		16,083,802
Gross profit		(84,517	)		129,082			—			44,565

Operating expenses
General and administration		1,022,625			186,542			—			1,209,167

Operating loss		(1,107,142	)		(57,460	)		—			(1,164,602	)

Other income (expense)		47,030			(4,800	)		—			42,230

Net loss	$	(1,060,112	)	$	(62,260	)	$	—		$	(1,122,372	)

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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	)

Six months Ended June 30, 2021


	USA			Switzerland			Elimination			Total
Revenues	$	28,057,392			2,284,985		$	(16,399	)	$	30,325,978
Cost of revenue		27,780,959			2,029,483			(16,399	)		29,794,043
Gross profit		276,433			255,502			—			531,935

Operating expenses
General and administration		2,338,741			368,537			—			2,707,278

Operating loss		(2,062,308	)		(113,035	)		—			(2,175,343	)

Other income (expense)		(840,841	)		15,323			—			(825,518	)

Net loss	$	(2,903,149	)	$	(97,712	)	$	—		$	(3,000,861	)

Asset Information

The following table shows asset information by geographic segment as of June 30, 2022 and December 31, 2021:


June 30, 2022	USA		Switzerland		Elimination			Total
Assets
Current assets	$	6,117,363	$	923,941	$	(222,863	)	$	6,818,441
Non-current assets	$	11,673,710	$	595,961	$	(6,184,562	)	$	6,085,109
Liabilities
Current liabilities	$	2,384,494	$	1,445,785	$	(222,863	)	$	3,607,416
Non-current liabilities	$	—	$	254,358	$	—		$	254,358


December 31, 2021	USA		Switzerland		Elimination			Total
Assets
Current assets	$	5,783,859	$	997,216	$	(214,551	)	$	6,566,524
Non-current assets	$	4,468,491	$	609,189	$	(2,584,562	)	$	2,493,118
Liabilities
Current liabilities	$	1,070,972	$	1,506,594	$	(214,551	)	$	2,363,015
Non-current liabilities	$	—	$	275,729	$	—		$	275,729

NOTE 12 – 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.

F-14

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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”) (OTCQB: IQST) (www.iqstel.com) is a technology company offering a wide array of services to global telecommunications and technology industries with presence in 13 countries.

The Company has an extensive portfolio of products and services for its clients such as: SMS, VoIP, 4G & 5G international infrastructure connectivity, Cloud-PBX, OmniChannel Marketing, IoT services, blockchain and payment solutions.

The company operates its business through its wholly-owned subsidiary Etelix.com USA, LLC (“Etelix”) (www.etelix.com); and its majority-owned subsidiaries SwissLink Carrier AG (www.swisslink-carrier.com), QGlobal SMA (www.qglobalsms.com/), Smart Gas (www.iotsmartgas.com/) and ItsBChain (www.itsbchain.com/), Smartbiz Telecom (www.smartbiztel.com) and Whisl Telecom (www.whisl.com).

The information contained on our websites is not incorporated by reference into this Quarterly Report on Form 10-Q and should not be considered part of this or any other report filed with the SEC.

Results of Operations

Revenues

Our total revenue reported for the three months ended June 30, 2022 was $23,699,716, compared with $16,128,367 for the three months ended June 30, 2021. These numbers reflect an increase of 46.94% quarter over quarter on our consolidated revenues. Our total revenue reported for the six months ended June 30, 2022 was $43,119,027, compared with $30,325,978 for the six months ended June 30, 2021; an increase of 42.19%.

When looking at the numbers by subsidiary, we have the following breakout for the six months ended June 30, 2022 compared to the six months ended June 30, 2021:

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Subsidiary	Revenue Six Months Ended June 30, 2022		Revenue Six Months Ended June 30, 2021
Etelix.com USA, LLC	$	11,957,291	$	7,481,915
SwissLink Carrier AG		2,262,903		2,284,985
QGlobal LLC		155,635		502,431
IoT Labs LLC		26,763,540		20,056,647
Smartbiz Telecom		921,410		—
Whisl Telecom		1,058,248		—
	$	43,119,027	$	30,325,978

The continued growth of our revenue is the result of the development of our business strategy, which includes the strengthening of our commercial and operating activities and new acquisitions.

Cost of Revenues

Our total cost of revenues for the three months ended June 30, 2022 increased to $22,853,442, compared with $16,083,802 for the three months ended June 30, 2021. Our total cost of revenues for the six months ended June 30, 2022 increased to $41,788,693, compared with $29,794,043 for the six months ended June 30, 2021.

When looking at the numbers by subsidiary, we have the following breakout for the six months ended June 30, 2022 compared to the six months ended June 30, 2021:

Subsidiary	Cost of Revenue Six Months Ended June 30, 2022		Cost of Revenue Six Months Ended June 30, 2021
Etelix.com USA, LLC	$	11,626,271	$	7,338,609
SwissLink Carrier AG		1,855,331		2,029,483
QGlobal LLC		122,471		419,810
IoT Labs LLC		26,521,536		20,006,141
Smartbiz Telecom		831,419		—
Whisl Telecom		831,665		—
	$	41,788,693	$	29,794,043

Our cost of revenues consists of direct charges from vendors that the Company incurs to deliver services to its customers. These costs primarily consist of usage charges for calls and SMS terminated in vendor’s network.

The behavior in the costs shows a logical correlation with the behavior of the revenue commented above. We have reached a higher volume of sales and every additional unit sold (minutes and SMS) has its corresponding termination cost.

Gross Margin

The Consolidated Gross Margin for the six months ended June 30, 2022 was 3.09%, which compared to 1.75% for the six months ended June 30, 2021 represents an increase in our consolidated Gross Margin of 76.57%.

When looking at the numbers by subsidiary, we have the following breakout for the six months ended June 30, 2022 compared to the six months ended June 30, 2021:

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Subsidiary	Gross Margin Six Months Ended June 30, 2022		Gross Margin Six Months Ended June 30, 2021
Etelix.com USA, LLC	%	2.77	%	1.92
SwissLink Carrier AG		18.01		11.18
QGlobal LLC		21.31		16.44
IoT Labs LLC		0.90		0.25
Smartbiz Telecom		9.77		—
Whisl Telecom		21.41		—
	%	3.09	%	1.75

Operating Expenses

Operating expenses decreased to $1,144,452 for the three months ended June 30, 2022 from $1,209,167 for the three months ended June 30, 2021. Operating expenses decreased to $2,133,950 for the six months ended June 30, 2022 from $2,707,278 for the six months ended June 30, 2021. The detail by major category for the six months ended June 30, 2022 and 2021 is reflected in the table below.

	Six Months Ended June 30,
	2022		2021
Salaries, Wages and Benefits	$	828,764	$	560,618
Technology		101,036		216,428
Professional Fees		349,842		232,216
Legal & Regulatory		43,116		50,627
Travel & Events		29,831		5,430
Public Cost		16,832		24,331
Advertising		373,600		487,825
Bank Services and Fees		91,961		58,309
Depreciation and Amortization		62,371		42,421
Office, Facility and Other		164,967		142,977

Sub Total		2,062,320		1,821,182

Stock-based compensation		71,630		886,096
Total Operating Expense	$	2,133,950	$	2,707,278

The main reasons for the overall decrease in operating expenses for the six months ended June 30, 2022 compared to the same period of 2021 is due to the a significant reduction in Stock-based compensation.

When looking at the numbers by subsidiary, we have the following breakout for the six months ended June 30, 2022 compared to the six months ended June 30, 2021:

	Six Months Ended June 30,
	2022		2021		Difference
iQSTEL	$	1,039,299	$	1,993,964	$	(954,665	)
Etelix		193,587		162,674		30,913
Swisslink		430,856		368,537		62,319
ItsBchain		453		1,450		(997	)
QGlobal		73,935		56,138		17,797
IoT Labs		119,919		70,142		49,777
Global Money One		84,777		54,373		30,404
Smartbiz Telecom		55,873		—		55,873
Whisl Telecom		135,251		—		135,251
	$	2,133,950	$	2,707,278	$	(573,328	)

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Operating Income

The Company showed negative Operating Income for the three months ended June 30, 2022 of $298,178 compared with a negative result of $1,164,602 for the three months ended June 30, 2021.

The Company showed negative Operating Income for the six months ended June 30, 2022 of $803,616 compared with a negative result of $2,175,343 for the six months ended June 30, 2021.

The decrease of the numbers for the six month period above is primarily due to a reduction in the costs associated with the operation of the public entity (iQSTEL, Inc.) that decreased by $954,665 year over year.

Other Expenses/Other Income

We had other income of $12,721 for the three months ended June 30, 2022, as compared with other income of $42,230 for the same period ended 2021. We had other expenses of $6,572 for the six months ended June 30, 2022, as compared with other expenses of $825,518 for the same period ended 2021. The decrease in other expenses is mainly due to the reduction in interest expense.

Net Loss

We finished the three months ended June 30, 2022 with a loss of $285,457, as compared to a loss of $1,122,372 during the three months ended June 30, 2021. We finished the six months ended June 30, 2022 with a loss of $810,188, as compared to a loss of $3,000,861 during the six months ended June 30, 2021. 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.

Liquidity and Capital Resources

As of June 30, 2022, we had total current assets of $6,818,441 and current liabilities of $3,607,416, resulting in a positive working capital of $3,211,025. This compares with the working capital of $4,203,509 at December 31, 2021. This decrease in working capital, as discussed in more detail below, is primarily the result of the cash used in the acquisition of subsidiaries.

Our operating activities used $1,435,292 in the six months ended June 30, 2022 as compared with $2,093,398 used in operating activities in the six months ended June 30, 2021.

Investing activities used $1,612,255 for the six months ended June 30, 2021. Uses of funds in investing activities consisted primarily of the acquisition of subsidiaries for $1,564,132 and purchases of property and equipment for $47,223.

Financing activities provided $1,367,982 in the six months ended June 30, 2022 compared with $3,353,854 provided in the six months ended June 30, 2021. Our positive financing cash flow in 2022 was largely the result of the proceeds from the subscription of new common stocks under our Regulation A offering of $1,100,000.

Our current financial condition has improved significantly with a positive working capital and a cash position as of June 30, 2022 that represents 4.69 times the loss recognized during the three-month period then ended. However, we intend to fund operations through increased sales and debt and/or equity financing arrangements, to strengthen our liquidity and capital resources. The Company has received the qualification of an Offering Statement under Regulation A for the sale of up to 80,000,000 common stocks of which are available 12,500,000. This offering has been conducted on a “best efforts” basis, which means that there is no guarantee that any minimum amount will be sold from the available shares. We also plan to seek additional financing in a private equity offering to secure funding for operations. There can be no assurance that we will be successful in raising additional funding. If we are not able to secure additional funding, the implementation of our business plan will be impaired. There can be no assurance that such additional financing will be available to us on acceptable terms or at all.

Inflation

Although our operations are influenced by general economic conditions, we do not believe that inflation had a material effect on our results of operations during the six-month period ended June 30, 2022.

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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, 2022; 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, 2022, 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.

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, 2022. 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, 2022, which were identified in conjunction with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We are not a party to any material pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

Item 1A: Risk Factors

See Risk Factors contained in our Form 10-K filed with the SEC on April 15, 2022.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The information set forth below relates to our issuances of securities without registration under the Securities Act of 1933.

During the six months ended June 30, 2022, the Company issued 4,081,653 shares of common stock, valued at fair market value on issuance as follows;

2,000,000 shares issued for cash of $1,000,000

120,000 shares for compensation to our directors valued at $71,629

1,461,653 shares for acquisition of Whisl valued at $550,000

500,000 shares for asset acquisition valued at $325,000

Item 3. Defaults upon Senior Securities

None

Item 4. Mine Safety Disclosures

N/A

Item 5. Other Information

None

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Item 6. Exhibits


Exhibit Number	Description of Exhibit
31.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101**	The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 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 15, 2022 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