What changed in this filing

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Item 1. Financial Statements

2021-11-15 compared with 2021-08-16 · 277 added, 260 removed, 509 unchanged (51% of the section changed)

2 unchanged sentences

in this Form 10-Q are as follows:

Consolidated Balance Sheets as of June 30, 2021 (unaudited) and December 31, 2020;

Consolidated Statements of Operations for the three and six months ended June 30, 2021 and 2020 (unaudited);

Consolidated Statements of Cash Flows for the six months ended June 30, 2021 and 2020 (unaudited);

Consolidated Statements of Stockholder’s Equity as of June 30, 2021;

Consolidated Balance Sheets as of September 30, 2021

(unaudited) and December 31, 2020;

Consolidated Statements of Operations for the three and nine months ended

September 30, 2021 and 2020 (unaudited);

Consolidated Statements of Cash Flows for the nine months ended September

30, 2021 and 2020 (unaudited);

Consolidated Statements of Stockholder’s Equity as of September 30,

Notes to Consolidated Financial Statements (unaudited).

These interim consolidated financial statements have been prepared

in accordance with accounting principles generally accepted in the United States of America for interim financial information and the

SEC instructions to Form 10-Q.

In the opinion of management, all adjustments considered necessary for a fair presentation have been included.

Operating results for the interim period ended June 30, 2021 are not necessarily indicative of the results that can be expected for the

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 September 30, 2021 are not necessarily indicative of

the results that can be expected for the full year.

Balance Sheets

September 30,

Current Assets

22 unchanged sentences

Stockholders' Equity (Deficit)

Preferred stock:

1,200,000 authorized;

$0.001 par value

Series A Preferred stock:

Series A Preferred

10,000 designated;

15 unchanged sentences

( 17,827,869 )

( 14,699,148 )

Accumulated other comprehensive loss

3 unchanged sentences

( 1,006,461 )

Total stockholders' Equity (Deficit)

5 unchanged sentences

Three Months Ended

Six Months Ended

Cost of revenues

Nine Months Ended

September 30,

Cost of revenue

Operating expenses

1 unchanged sentence

Total operating expenses

Loss from operations

( 1,164,602 )

Operating loss

( 2,291,486 )

5 unchanged sentences

Change in fair value of derivative liabilities

Gain (loss) on settlement of debt

Loss on settlement of debt

Total other income (expense)

Net income (loss) before provision for income taxes

( 1,044,813 )

( 3,000,861 )

Net loss before provision for income taxes

( 3,112,079 )

Net income (loss)

( 3,501,963 )

2 unchanged sentences

Net income (loss) attributable to noncontrolling interests

Net income (loss) attributed to stockholders of iQSTEL Inc.

Net loss attributed to stockholders of iQSTEL Inc.

$ ( 198,954 )

1 unchanged sentence

$ ( 3,128,721 )

$ ( 3,548,472 )

Comprehensive income (loss)

Net income (loss)

$ ( 111,218 )

1 unchanged sentence

$ ( 3,112,079 )

$ ( 3,501,963 )

Foreign currency adjustment

Total comprehensive income (loss)

Total comprehensive loss

$ ( 1,012,947 )

2 unchanged sentences

Comprehensive income (loss) attributable to noncontrolling interests

Net comprehensive income (loss) attributed to stockholders of iQSTEL Inc.

Net comprehensive loss attributed to stockholders of iQSTEL Inc.

$ ( 197,217 )

1 unchanged sentence

$ ( 3,100,978 )

Basic earnings (loss) per common share

Diluted loss per common share

Weighted average number of common shares outstanding - Basic

Weighted average number of common shares outstanding - Diluted

$ ( 3,587,390 )

Basic and diluted loss per common share

Weighted average number of common shares outstanding - Basic and diluted

The accompanying

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

Statements of Changes in Stockholders’ Equity (Deficit)

For the three

and six months ended June 30, 2021 and 2020

Series A Preferred Stock

Series B Preferred Stock

Paid in Capital

Comprehensive Loss

Controlling Interest

Shareholders’ Deficit

Balance - December 31, 2020

Statements of Changes in Stockholders’ (Deficit) Equity

For the three and nine months ended September 30, 2021 and 2020

A Preferred Stock

B Preferred Stock

Comprehensive

Stockholders'

- December 31, 2020

$ ( 14,699,148 )

2 unchanged sentences

$ ( 2,395,036 )

Preferred stock issued for conversion

of common stock

stock issued for conversion of common stock

( 21,000,000 )

Common stock issued for cash

Common stock issued for service

Common stock issued for compensation

Common stock issued for forbearance

Common stock issued for conversion

Cancellation of common stock

stock issued for cash

stock issued for service

stock issued for compensation

stock issued for forbearance of debt

stock issued for conversion of debt

of common stock

( 1,294,600 )

Resolution of derivative liabilities

Foreign currency translation adjustments

of derivative liabilities

currency translation adjustments

income (loss)

( 1,942,391 )

1 unchanged sentence

( 1,878,489 )

Balance - March 31, 2021

- March 31, 2021

$ ( 16,641,539 )

1 unchanged sentence

stock issued for compensation

Common stock issued for settlement

Debt forgiveness

Foreign currency

translation adjustments

stock issued for settlement of debt

currency translation adjustments

( 1,122,372 )

Balance - June 30, 2021

- June 30, 2021

$ ( 17,628,915 )

$ ( 1,052,569 )

Preferred Class A

Preferred Class B

stock issued for compensation

currency translation adjustments

income (loss)

- September 30, 2021

$ ( 17,827,869 )

$ ( 963,164 )

Paid in Capital

1 unchanged sentence

Controlling Interest

Shareholders' Deficit

Balance - December 31, 2019

Stockholders' Deficit

- December 31, 2019

$ ( 8,125,257 )

2 unchanged sentences

$ ( 5,770,415 )

Common stock issued for settlement of debt

Common stock issued for services

Common stock issued for forbearance of debt

Common stock issued for conversion of debt

Common stock issued for exercised cashless warrant

Common stock to be issued for acquisition of Itsbchain LLC

Resolution of derivative liabilities

Foreign currency translation adjustments

stock issued for settlement of debt

stock issued for services

stock issued for forbearance of debt

stock issued for conversion of debt

stock issued for exercised cashless warrant

stock to be issued for acquisition of Itsbchain LLC

of derivative liabilities

currency translation adjustments

( 3,890,490 )

1 unchanged sentence

( 3,909,203 )

Balance - March 31, 2020

- March 31, 2020

$ ( 12,015,747 )

2 unchanged sentences

$ ( 6,136,146 )

Common stock issued for cash

Common stock issued for conversion of debt

Common stock issued for exercised cashless warrant

Common stock issued for settlement of debt

Resolution of derivative liabilities

Acquisition of loT Labs

Foreign currency translation adjustments

Balance - June 30, 2020

stock issued for cash

stock issued for conversion of debt

stock issued for exercised cashless warrant

stock issued for settlement of debt

of derivative liabilities

currency translation adjustments

- June 30, 2020

$ ( 10,729,728 )

2 unchanged sentences

$ ( 2,745,513 )

stock issued for cash

stock issued for conversion of debt

stock issued for settlement of debt

stock issued for service

of derivative liabilities

currency translation adjustments

- September 30, 2020

$ ( 11,673,729 )

$ ( 2,243,240 )

$ ( 800,030 )

$ ( 3,043,270 )

The accompanying

1 unchanged sentence

Statements of Cash Flows

Six Months Ended

Nine Months Ended

September 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

7 unchanged sentences

Change in fair value of derivative liabilities

(Gain) loss on settlement of debt

( 1,350,513 )

Loss on settlement of debt

Prepayment and Default penalty

10 unchanged sentences

Purchase of property and equipment

Purchase of intangible assets

Payment of loan receivable - related party

Collection from due from related parties - related party

Net cash provided by (used in) investing activities

Collection of due from related parties

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES:

21 unchanged sentences

Common stock issued for settlement of debt

Amount owing for

acquisition of IOT

Amount owing for acquisition of IOT

Common stock issued for forbearance of debt

5 unchanged sentences

Financial Statements

June 30, 2021

NOTE 1 -ORGANIZATION

3 unchanged sentences

of Nevada on June 24, 2011 under the name of B-Maven Inc.

The Company changed its name to PureSnax International, Inc.

The Company changed its name to PureSnax International,

on September 18, 2015;

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The Company considered the impact of COVID-19 on the assumptions and estimates used and determined

that there were no material adverse impacts on the Company’s results of operations and financial position at June 30, 2021.

full extent of the future impacts of COVID-19 on the Company’s operations is uncertain.

that there were no material adverse impacts on the Company’s results of operations and financial position at September 30, 2021.

The full extent of the future impacts of COVID-19 on the Company’s operations is uncertain.

A prolonged outbreak could have a material

3 unchanged sentences

of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of

its assets or liabilities as of May 14, 2021, the date of issuance of this Quarterly Report on Form 10-Q.

These estimates may change,

as new events occur and additional information is obtained.

its assets or liabilities as of November 15, 2021, the date of issuance of this Quarterly

Report on Form 10-Q.

These estimates may change, as new events occur and additional information is obtained.

NOTE 2 -SUMMARY

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of the Company’s management, the accompanying unaudited interim financial statements contain all the adjustments necessary (consisting

only of normal recurring accruals) to present the financial position of the Company as of June 30, 2021 and the results of operations

only of normal recurring accruals) to present the financial position of the Company as of September 30, 2021 and the results of operations

and cash flows for the periods presented.

The results of operations for the six months ended June 30, 2021 are not necessarily indicative

The results of operations for the nine months ended September 30, 2021 are not necessarily indicative

of the operating results for the full fiscal year or any future period.

6 unchanged sentences

AG, ITSBCHAIN, LLC, QGLOBAL SMS, LLC, IoT Labs, LLC and Global Money One Inc.

All significant intercompany balances and transactions

have been eliminated in consolidation.

All significant intercompany balances and transactions have

been eliminated in consolidation.

The preparation

8 unchanged sentences

dollar in accordance with ASC 830, “ Foreign Currency Matters ”.

The Company’s,

Etelix’s, QGlobal’s, Itsbchain, IoT Labs and Global Money One’s functional currency and reporting currency is the U.S.

dollar, SwissLink’s functional currency is the Swiss Franc (“CHF”).

The Company’s

subsidiaries, whose functional currency is not the U.S.

dollar, translate their records into U.S.

dollar as follows:

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

The functional currency and reporting currency of

Etelix, QGlobal, ItsBchain, IoT Labs 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

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

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

• Revenue and expense items at the average rate of

exchange prevailing during the period

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

Receivable and Allowance for Uncollectible Accounts

9 unchanged sentences

have been exhausted and the potential for recovery is considered remote.

During the six months ended June 30, 2021 and 2020, the Company

did not record bad debt expense.

During the nine months ended September 30, 2021 and 2020, the

Company recorded bad debt expense of $0 and $92,875, respectively.

(Loss) Per Share of Common Stock

9 unchanged sentences

There were no potentially dilutive shares of common

stock outstanding for the six months ended June 30, 2021 and 2020.

stock outstanding for the nine months ended September 30, 2021 and 2020.

Concentrations

7 unchanged sentences

insurance limits.

During the six

months ended June 30, 2021 and 2020, 5 customers represented 87 % of our revenues and 4 customers represented 86 % of our revenues, respectively.

During the nine

months ended September 30, 2021 and 2020, 6 customers represented 87 % of our revenues and 29 customers represented 87 % of

our revenues, respectively.

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

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believes that these recent pronouncements will not have a material effect on the Company’s financial statements.

Reclassifications

Certain amounts

in the financial statements of prior year periods have been reclassified to conform to the current period’s presentation.

GOING CONCERN

2 unchanged sentences

The Company has suffered recurring losses

from operations, has negative stockholder’s equity and does not have an established source of revenues sufficient to cover its operating

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.

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.

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

12 unchanged sentences

AND EQUIPMENT

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

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

September 30,

Telecommunication equipment

4 unchanged sentences

Total property and equipment

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

NOTE 5 –LOANS

and amortization expense for the nine months ended September 30, 2021 and 2020 amounted to $ 66,924 and $ 49,318 , respectively.

LOANS PAYABLE

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

Loans payable

at September 30, 2021 and December 31, 2020 consisted of the following:

September 30,

Interest rate

Unique Funding Solutions_2

3 unchanged sentences

Advance Service Group LLC

was issued on October 20, 2020, 2020 and due on February 19, 2021

Note was issued on October 20, 2020, 2020 and due on February 19, 2021

Apollo Management Group, Inc

35 unchanged sentences

Long-term loans payable

Loans payable to related parties

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

Loans payable

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

September 30,

Alonso Van Der Biest

Note was issued on June 12, 2015 and due on July 31, 2021

Alvaro Quintana

Note was issue on September 30, 2016 and due on September 29, 2019

49% of Shareholder of SwissLink

Note is due on demand

49% of Shareholder of SwissLink

Note is due on demand

Current portion of loans payable

Long-term loans payable

During the six months ended June 30, 2021, the related

party loan of $ 807,103

(Euro 735,00 0) was forgiven and the Company recorded it as additional paid in capital.

During the six

months ended June 30, 2021 and 2020, the Company borrowed from third parties totaling $ 444,444 and $ 760,139 , which includes original issue

discount and financing costs of $ 44,444 and $ 28,579 and repaid the principal amount of $ 321,609 and $ 321,609 , respectively.

During the six

months ended June 30, 2021 and 2020, the Company recorded interest expense of $ 172,701 and $ 85,172 and recognized amortization of discount,

included in interest expense, of $ 63,666 and $ 18,877 , respectively.

During the six

months ended June 30, 2021, the Company settled loans payable of $ 1,516,667 by 2,230,394 shares of common stock valued at $ 2,056,530 .

As a result, the Company recorded loss on settlement of debt of $ 539,863 .

During the nine months ended September 30, 2021, the

related party loan of $ 807,103 (Euro 735,00 0) was forgiven and the Company recorded it

as additional paid in capital.

During the nine months ended September 30, 2021 and

2020, the Company borrowed from third parties totaling $ 444,444 and $ 967,596 , which includes original issue discount and financing costs

of $ 44,444 and $ 34,316 and repaid the principal amount of $ 331,150 and $ 607,447 , respectively.

During the nine months ended September 30, 2021 and

2020, the Company recorded interest expense of $ 179,504 and $ 180,843 and recognized amortization of discount, included in interest expense,

of $ 63,666 and $ 33,842 , respectively.

During the nine months ended September 30, 2021, the

Company settled loans payable of $ 1,516,667 by issuing 2,230,394 shares of common stock valued at $ 2,056,530 .

As a result, the Company

recorded loss on settlement of debt of $ 539,863 .

6 - CONVERTIBLE LOANS

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

September 30,

Promissory notes – Issued in fiscal year 2019, with variable conversion features

5 unchanged sentences

Long-term convertible notes

During the six

months ended June 30, 2021 and 2020, the Company recorded interest expense of $ 33,430 and $ 643,693 and recognized amortization of discount,

included in interest expense, of $ 372,290 and $ 706,773 , respectively.

During the six

months ended June 30, 2021 and 2020, the Company repaid notes of $ 250,000 and $ 477,190 and accrued interest including prepayment penalty

During the nine months ended September 30, 2021 and

2020, the Company recorded interest expense of $ 33,429 and $ 689,996 and recognized amortization of discount, included in interest expense,

of $ 372,290 and $ 1,463,426 , respectively.

During the six

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

During the six

months ended June 30, 2021, the Company converted notes with principal amounts and accrued interest of $ 422,295 into 6,080,632 shares

During the nine months ended September 30, 2021 and

2020, the Company repaid notes of $ 250,000 and $ 492,190 and accrued interest including prepayment penalty of $ 6,027 and $ 552,631 , respectively.

During the nine

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

During the nine

months ended September 30, 2021, the Company converted notes with principal amounts and accrued interest of $ 422,295 into 6,080,632 shares

of common stock.

The corresponding derivative liability at the date of conversion of $ 708,611 was settled through additional paid in capital.

The corresponding derivative liability at the date of conversion of $ 708,611 was settled through additional

paid in capital.

NOTE 7 – DERIVATIVE

7 unchanged sentences

determined our derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the

fair value as of June 30, 2021.

fair value as of September 30, 2021.

The Black-Scholes model requires six basic data inputs:

2 unchanged sentences

Changes to these inputs could produce a significantly higher or lower fair value measurement.

months ended June 30, 2021 and the year ended December 31, 2020, the estimated fair values of the liabilities measured on a recurring

basis are as follows:

Six months Ended

As of September 30, 2021 and December 31, 2020, the

estimated fair values of the liabilities measured on a recurring basis are as follows:

Expected term

8 unchanged sentences

The following

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

Fair Value Measurements Using Significant Observable Inputs (Level 3)

table summarizes the changes in the derivative liabilities during the nine months ended September 30, 2021:

Value Measurements Using Significant Observable Inputs (Level 3)

Balance - December 31, 2020

1 unchanged sentence

Change in fair value of the derivative

Balance - June 30, 2021

Balance - September 30, 2021

The following

table summarizes the change in fair value of derivative liability included in the income statement for the six months ended June 30, 2021

table summarizes the change in fair value of derivative liability included in the income statement for the nine months ended September

30, 2021 and 2020, respectively.

Six months Ended

Nine months Ended

September 30,

Addition of new derivatives recognized as loss on derivatives

Revaluation of derivative liabilities

(Gain) on change in fair value of the derivative

( 2,391,149 )

(Gain) loss on change in fair value of the derivative

$ ( 317,080 )

NOTE 8 – SHAREHOLDERS’

$ ( 1,350,513 )

NOTE 8 – STOCKHOLDERS’

The Company’s

authorized capital consists of 1,200,000 shares of preferred stock and 300,000,000 shares of common stock with a par value of $0.001 per

During the six

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

shares issued for cash of $ 3,586,250

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

shares issued to our management for compensation valued at $ 976,200

shares issued for conversion of debt of $ 422,295

shares for services valued at $ 284,700

shares for forbearance of debt valued at $ 49,925

During the six

months ended June 30, 2021, the Company terminated a placement agent and advisory services agreement with a FINRA member dated September

authorized capital consists of 1,200,000 shares of preferred stock and 300,000,000 shares of common stock with a par

value of $ 0.001 per share.

During the nine

months ended September 30, 2021, the Company issued 45,878,526 shares of common stock, valued at fair market value on issuance

· 35,862,500 shares issued for

cash of $ 3,586,250

· 2,230,394 shares, valued at

$ 2,056,530 , issued for settlement of debt of $ 1,516,667

· 1,260,000 shares issued to our

management for compensation valued at $ 1,010,738

· 6,080,632 shares issued for

conversion of debt of $ 422,295

· 195,000 shares for services

valued at $ 284,700

· 250,000 shares for forbearance

of debt valued at $ 49,925

During the nine

months ended September 30, 2021, the Company terminated a placement agent and advisory services agreement with a FINRA member dated September

22, 2020, and cancelled 1,294,600 shares of common stock, which was issued for those services.

The termination agreement allowed the FINRA

member to retain 400,000 shares of the Company’s common stock in connection with the services.

As of June 30,

The termination agreement allowed

the FINRA member to retain 400,000 shares of the Company’s common stock in connection with the services.

As of September

30, 2021 and December 31, 2020, 141,717,358 and 118,133,432 shares of common stock were issued and outstanding, respectively.

6 unchanged sentences

Holders of Series A Preferred Stock are entitled to vote together with the holders of our common stock

on all matters submitted to shareholders at a rate of 51% of the total vote of shareholders.

on all matters submitted to stockholders at a rate of 51% of the total vote of stockholders .

The rights of

1 unchanged sentence

on November 3, 2020

As of June 30,

As of September

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

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stock liquidity.

During the six

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

As of June 30,

During the nine

months ended September 30, 2021, 21,000,000 shares of common stock were converted into 21,000 shares of Series B Preferred

Stock by our management.

As of September

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

9 unchanged sentences

for that purpose.

Holders of Series B Preferred Stock do not have voting rights but may convert into common stock after twenty four months

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

4 unchanged sentences

on January 7, 2021.

As of September 30, 2021 and December 31, 2020, no Series C Preferred Stock was issued or outstanding.

RELATED PARTY TRANSACTIONS

related parties

During the six months ended June

30, 2021 and 2020, the Company loaned $ 24,220 and $ 14,787 to a related party who are a shareholder and a former director, and

collected $ 200 and $ 388 , respectively.

As of June 30,

2021 and December 31, 2020, the Company had due from related parties of $ 245,810 and $ 221,790 .

The loans are unsecured, non-interest bearing

and due on demand.

During the nine

months ended September 30, 2021 and 2020, the Company loaned $ 35,674 and $ 17,187 to a related party who

is a shareholder and a former director, and collected $ 226 and $ 388 , respectively.

During the nine

months ended September 30, 2021, the Company loaned $ 180,000 to our CEO and wrote off amounts totaling $ 8,004 .

During the nine

months ended September 30, 2021, the Company wrote off due from related party of $ 7,648 .

As of September 30, 2021 and December 31, 2020, the

Company had due from related parties of $ 421,586 and $ 221,790 .

The loans are unsecured, non-interest bearing and due on demand.

Due to related

During the six months ended June 30, 2021 and 2020,

the Company borrowed $ 0 and $ 182

from CEO and CFO of the Company, and repaid $ 0

to the CEO and CFO, respectively.

As of June 30,

2021 and December 31, 2020, the Company had amounts due to related parties of $ 34,616 and $ 94,616 , respectively.

During the six months

ended June 30, 2021, the Company paid $ 60,000 for the rest of consideration of acquisition of IoT Labs in 2020 The amounts are unsecured,

non-interest bearing and due on demand.

the six months ended June 30, 2021 and 2020, the Company recorded management fees of $ 270,000 and $ 252,000 , bonus of $ 976,200 and $ 0 and

paid $ 301,300 and $ 62,300 , respectively.

During the nine months ended September 30, 2021 and

2020, the Company borrowed $ 0 and $ 182 from CEO and CFO of the Company, and repaid $ 0 and $ 197 to

the CEO and CFO, respectively.

During the nine months ended September 30, 2020, the

Company borrowed $ 20,000 from Francisco Bunt who owns 49 % of loT Labs and repaid $ 20,000 .

As of September 30, 2021 and December 31, 2020, the

Company had amounts due to related parties of $ 26,613 and $ 94,616 , respectively.

During the nine months ended September 30, 2021, the

Company paid $ 60,000 for the rest of consideration of acquisition of IoT Labs in 2020.

The amounts are unsecured, non-interest bearing

and due on demand.

On July 1, 2021, the Company appointed three independent

Effective on July 1, 2021 and thereafter, all directors shall be compensated monthly up to 4,000 shares of common stock and

cash of $ 1,000 for their service as directors.

During the nine months ended September 30, 2021 and

2020, the Company recorded management salaries of $ 414,000 and $ 378,000 and bonuses of $ 976,200 and $ 0 .

Additionally, management

received stock-based compensation of $ 34,538 and $ 0 during the nine months ended September 30, 2021 and 2020, respectively.

NOTE 10 – COMMITMENTS

3 unchanged sentences

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

acted as an advisor to our Board of Directors.

Brito acted as an advisor to our Board of Directors.

On February 11, 2021, the Company paid $ 12,600 and the service was terminated.

On January 4,

2021, the Company terminated a placement agent and advisory services agreement with a FINRA member dated September 22, 2020, and cancelled

1,294,600 shares of common stock, which was issued for those services.

The termination agreement allowed the FINRA member to retain 400,000

shares of the Company’s common stock in connection with the services.

2021, the Company operates in one industry segment, telecommunication services, and two geographic segments, USA and Switzerland, where

current assets and equipment are located .

2021, the Company terminated a placement agent and advisory services agreement with a FINRA member dated September 22, 2020, and cancelled 1,294,600 shares

of common stock, which was issued for those services.

The termination agreement allowed the FINRA member to retain 400,000 shares

of the Company’s common stock in connection with the services.

30, 2021, the Company operates in one industry segment, telecommunication services, and two geographic segments, USA and Switzerland,

where current assets and equipment are located .

The following

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

ended June 30, 2021

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

table shows operating activities information by geographic segment for the three and nine months ended September 30, 2021 and 2020:

ended September 30, 2021

NOTE 11 - SEGMENT

- Schedule of Operating Activities by Geographic Segment

Cost of revenue

3 unchanged sentences

$ ( 111,218 )

( 1,164,602 )

Other income (expense)

$ ( 1,060,112 )

$ ( 1,122,372 )

Three months Ended June 30, 2020

Three months Ended September 30, 2020

Cost of revenue

2 unchanged sentences

Operating income (loss)

Other income (expense)

ended June 30, 2021

Net income (loss)

$ ( 983,652 )

$ ( 970,225 )

ended September 30, 2021

Cost of revenue

7 unchanged sentences

$ ( 113,094 )

ended June 30, 2020

$ ( 3,112,079 )

ended September 30, 2020

Cost of revenue

4 unchanged sentences

( 2,457,150 )

Other income (expense)

Other expense

( 1,022,167 )

( 1,044,813 )

$ ( 3,488,589 )

$ ( 3,501,963 )

The following

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

June 30, 2021

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

September 30, 2021

Current assets

13 unchanged sentences

Non-current liabilities

NOTE 12 – EARNING PER SHARE

net income per common share is computed by dividing net income by the weighted average number of common shares outstanding during the

Diluted net income per common share is computed using the weighted average number of common and dilutive common equivalent shares

outstanding during the periods.

Common equivalent shares consist of stock options, unvested restricted shares, and outstanding warrants

that are computed using the treasury stock method.

Antidilutive stock awards consist of stock options that would have been antidilutive

in the application of the treasury stock method.

Three Months Ended

Six Months Ended

Net Income (Loss)

$ ( 1,122,372 )

$ ( 3,000,861 )

$ ( 2,531,738 )

Change in fair value of derivatives

( 1,914,271 )

Interest on convertible debt

Net Loss - diluted

$ ( 1,122,372 )

$ ( 425,288 )

$ ( 3,000,861 )

$ ( 2,531,738 )

Weighted average common shares outstanding

Effect of dilutive shares

Net income per common share:

For the three and six months

ended June 30, 2021 and six months ended June 30, 2020, the convertible instruments are anti-dilutive and therefore, have been excluded

from earnings (loss) per share.

12 – SUBSEQUENT EVENT

Subsequent to June 30, 2021 and through the date that

these financials were made available, the Company had the following subsequent events:

On July 13, 2021 the Company filed a Post-Qualification

Offering Circular Amendment No.

5 (the “Amendment”) amending the Offering Circular of the Company, dated February 19, 2019,

as qualified on December 9, 2019;

amended by Amendment No.

4, dated January 11, 2021, as qualified on January 14, 2021.

This Amendment

relates to the offer and sale of up to an additional 56,000,000 shares of common stock onto the original 24,000,000 shares originally

offered by the Company, for a revised maximum of 80,000,000 shares.

We have sold a total of 59,800,000 shares of common stock so far in

the offering and we plan to sell 20,200,000 additional common shares according to this Amendment.

This Amendment also excludes from this

offering the 900,000 shares of our common stock from our selling shareholder, which were unsold in the offering.

On August 4, 2021 the Company filed Supplement No.

1 to the offering circular dated July 13, 2021 establishing the price of the shares being registered of $ 0.50 per share.

Subsequent to September 30, 2021 and through the date

that these financials were made available, the Company had the following subsequent events:

October 1st, 2021, the Company executed the acquisition of the remaining 49% of QGlobal SMS from Jesus Vega.

As for the execution

of this Amendment, Jesus Vega will receive US $ 100,000.00 in iQSTEL shares, which could be sold after six months from its issuance date.

IQSTEL has up to 90 days to issue the shares.

This issuance is conditioned to the transfer of the business to iQSTEL.

On August 25, 2021, the Board

authorized the creation of an Audit Committee (the “Audit Committee”).

Raul Perez (chair), Italo Segnini and Jose Antonio

Barreto were appointed to serve on the Audit Committee.

Each of Messrs Perez, Segnini and Barreto have been determined by the Board to

be independent directors within the meaning of NASDAQ Rule 5605.

Perez was identified and designated by the Board as an “audit

committee financial expert,” as defined by the SEC in Item 407 of Regulation S-K.

The Board has also adopted a charter for the Audit

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements