What changed in this filing

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Item 1. Financial Statements

2022-08-15 compared with 2022-05-16 · 293 added, 165 removed, 357 unchanged (56% of the section changed)

2 unchanged sentences

in this Form 10-Q are as follows:

Consolidated Balance Sheets as of March

31, 2022 (unaudited) and December 31, 2021;

Consolidated Statements of Operations for the three and nine months ended

March 31, 2022 and 2021 (unaudited);

Consolidated Statements of Cash Flows for the three months ended March

31, 2022 and 2021 (unaudited);

Consolidated Statements of Stockholder’s Equity as of March 31, 2022 and 2021.

Consolidated Balance Sheets as of June 30, 2022 (unaudited) and December 31, 2021;

Consolidated Statements of Operations for the three and six months ended June 30, 2022 and 2021 (unaudited);

Consolidated Statements of Cash Flows for the six months ended June 30, 2022 and 2021 (unaudited);

Consolidated Statements of Stockholder’s Equity as of June 30, 2022;

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 March 31, 2022 are not necessarily indicative of

the results that can be expected for the full year.

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

Balance Sheets

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Other current liabilities

Deposit for option

Stock payable

Total Current Liabilities

2 unchanged sentences

TOTAL LIABILITIES

Stockholders' Equity (Deficit)

Stockholders' Equity

Preferred stock:

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$ 0.001 par value,

21,000 and 21,000 shares issued and outstanding

21,000 shares issued and outstanding

Series C Preferred stock:

10 unchanged sentences

Accumulated other comprehensive loss

Equity (Deficit) attributed to stockholders of iQSTEL Inc.

Equity attributed to stockholders of iQSTEL Inc.

Deficit attributable to noncontrolling interests

Total stockholders' Equity (Deficit)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Total Stockholders' Equity

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

The accompanying

2 unchanged sentences

Three Months Ended

Six Months Ended

Cost of revenue

4 unchanged sentences

( 1,164,602 )

( 2,175,343 )

Other income (expense)

2 unchanged sentences

Change in fair value of derivative liabilities

Loss on settlement of debt

Total other expense

Gain (loss) on settlement of debt

Total other income (expense)

Net loss before provision for income taxes

1 unchanged sentence

( 3,000,861 )

Net income attributable to noncontrolling interests

( 1,122,372 )

( 3,000,861 )

Net income (loss) attributable to noncontrolling interests

Net loss attributed to stockholders of iQSTEL Inc.

1 unchanged sentence

$ ( 987,376 )

$ ( 906,150 )

$ ( 2,929,767 )

Comprehensive income (loss)

1 unchanged sentence

$ ( 1,122,372 )

$ ( 810,188 )

$ ( 3,000,861 )

Foreign currency adjustment

2 unchanged sentences

$ ( 811,595 )

Comprehensive income attributable to noncontrolling interests

$ ( 2,949,869 )

Comprehensive income (loss) attributable to noncontrolling interests

Net comprehensive loss attributed to stockholders of iQSTEL Inc.

1 unchanged sentence

$ ( 1,016,275 )

$ ( 906,868 )

$ ( 2,903,761 )

Basic and diluted loss per common share

4 unchanged sentences

For the three

ended March 31, 2022 and 2021

Series A Preferred Stock

Series B Preferred Stock

and six months ended June 30, 2022 and 2021

A Preferred Stock

B Preferred Stock

Paid in Capital

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$ ( 965,962 )

Comprehensive

Stockholders’

stock issued for compensation

stock issued and to be issued for acquisition of subsidiaries

stock issued for asset acquisition

stock payable

of common stock purchase option

currency translation adjustments

income (loss)

- June 30, 2022

$ ( 19,443,071 )

$ ( 933,796 )

A Preferred Stock

B Preferred Stock

Paid in Capital

Comprehensive Loss

Controlling Interest

Shareholders’ Deficit

Balance - December 31, 2020

$ ( 14,699,148 )

$ ( 1,388,575 )

stock issued for conversion of common stock

$ ( 1,006,461 )

stock issued for cash

stock issued for service

stock issued for compensation

stock issued for forbearance of debt

stock issued for conversion of debt

$ ( 2,395,036 )

Preferred stock

issued for conversion of common stock

( 21,000,000 )

issued for cash

issued for service

issued for compensation

issued for forbearance of debt

issued for conversion of debt

of common stock

1 unchanged sentence

of derivative liabilities

currency translation adjustments

Foreign currency

translation adjustments

( 1,942,391 )

1 unchanged sentence

( 1,878,489 )

Balance - March 31, 2021

$ ( 16,641,539 )

$ ( 889,808 )

stock issued for compensation

issued for settlement of debt

Debt forgiveness

Foreign currency

translation adjustments

( 1,122,372 )

Balance - June 30, 2021

$ ( 17,628,915 )

$ ( 1,052,569 )

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

Statements of Cash Flows

Three Months Ended

Six Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES:

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Prepaid and other current assets

Due from related parties

Due from related party

Accounts payable

2 unchanged sentences

( 1,435,292 )

( 2,093,398 )

CASH FLOWS FROM INVESTING ACTIVITIES:

Acquisition of subsidiary, net of cash acquired

Acquisition of subsidiaries, net

( 1,564,132 )

Purchase of property and equipment

Payment of loan receivable - related party

Collection of amounts due from related parties

Net cash used in investing activities

( 1,612,255 )

CASH FLOWS FROM FINANCING ACTIVITIES:

3 unchanged sentences

Proceeds from common stock issued

Deposit for option

Proceed from issuance of common stock purchase option

Repayment of convertible notes

2 unchanged sentences

Net change in cash

( 1,688,876 )

Cash, beginning of period

4 unchanged sentences

Non-cash transactions:

Common stock issued for asset acquisition

Cmmon stock issued and to be issued for acquisition of suobsidiaries

Common stock issued for conversion of debt

Resolution of derivative liabilities

Related party debt forgiveness

Common stock issued for settlement of debt

Preferred stock issued for conversion of common stock

3 unchanged sentences

Financial Statements

June 30, 2022

NOTE 1 -ORGANIZATION

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around the World with more than 150 active interconnection agreements with mobile companies, fixed line companies and other wholesale

incorporated a 75% owned subsidiary, Global Money One Inc.

under the laws of the state of Delaware, on November 16, 2020.

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

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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 March 31, 2022 and the results of operations

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 three months ended March 31, 2022 are not necessarily indicative

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.

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SwissLink Carrier AG (“Swisslink”), ITSBCHAIN, LLC (“ItsBchain”), QGLOBAL SMS, LLC (“QGlobal”), IoT

Labs, LLC (“IoT Labs”) and Global Money One Inc (“Global Money One”).

All significant intercompany balances and

transactions have been eliminated in consolidation.

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.

The preparation

3 unchanged sentences

results could differ from these good faith estimates and judgments.

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.

excess of the purchase price over the fair value of assets acquired, net of liabilities assumed, and non-controlling interests is recognized

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.

Currency Translation and Re-measurement

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The functional

currency and reporting currency of the Company, Etelix, QGlobal, Itsbchain, IoT Labs and Global Money One is the U.S.

dollar, while the

functional currency of SwissLink is the Swiss Franc (“CHF”).

The Company’s

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

dollar, translate their records into U.S.

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

· 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

· 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 (loss) in stockholders’ equity.

10 unchanged sentences

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

During the three months ended March 31, 2022 and 2021,

During the six months ended June 30, 2022 and 2021,

the Company did not record bad debt expense.

10 unchanged sentences

There were no potentially dilutive shares of common

stock outstanding for the three months ended March 31, 2022 and 2021.

stock outstanding for the six months ended June 30, 2022 and 2021.

Concentrations

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and cash equivalents with a particular financial institution may exceed any applicable government insurance limits.

During the three

months ended March 31, 2022, 4 customers represented 86 % of our revenues.

During the three months ended March 31, 2021, 4 customers

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.

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to do so could have a material and adverse effect upon its operations and its stockholders.

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.

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:

Fair Value of Consideration:

Payable to seller

1,461,653 shares of common stock

Total Purchase Price

Fair Value of Consideration:

Payable to seller

2,850,330 shares of common stock

Total Purchase Price

The following table summarizes the identifiable assets acquired and liabilities

assumed upon acquisition of Smartbiz and Whisl and the calculation of goodwill:

Total purchase price

Accounts receivable

Total identifiable assets

Accounts payable

Other current liabilities

Total liabilities assumed

Non-controlling interest

Total net assets

Total purchase price

Accounts receivable

Total identifiable assets

Accounts payable

Other current liabilities

Total liabilities assumed

Non-controlling interest

Total net assets

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

Cost of revenues

Operating expenses

Operating loss

( 1,899,766 )

( 2,064,652 )

Other expense

$ ( 1,906,338 )

$ ( 2,890,170 )

NOTE 5 – PROPERTY

AND EQUIPMENT

equipment at March 31, 2022 and December 31, 2021 consisted of the following:

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

Telecommunication equipment

4 unchanged sentences

Total property and equipment

and amortization expense for the three months ended March 31, 2022 and 2021 amounted to $ 33,547 and $ 20,560 , respectively.

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

NOTE 6 –LOANS

Loans payable

at March 31, 2022 and December 31, 2021 consisted of the following:

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

Note was issued on November 1, 2020 and due on January 30, 2022

8 unchanged sentences

Long-term loans payable

During the three

months ended March 31, 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 $ 309,082 ,

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 three months ended March 31, 2022 and 2021,

the Company recorded interest expense of $ 7,481 and $ 162,459 and recognized amortization

of discount, included in interest expense, of $ 7,407 and $ 63,666 , 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 March 31, 2022 and December 31, 2021 consisted of the following:

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

49% of Shareholder of SwissLink

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Other current liabilities at

March 31, 2022 and December 31, 2021 consisted of the following:

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

Accrued liabilities

Payable for acquisition of subsidiaries

Accrued interest

Salary payable - management

Salary payable

Employee benefits

Other current liabilities

NOTE 7 – STOCKHOLDERS’

– STOCKHOLDERS’ EQUITY

The Company’s authorized capital consists of 300,000,000 shares

1 unchanged sentence

Series A Preferred Stock

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 .

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.

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 March 31, 2022 and December 31, 2021, 10,000 shares

As of June 30, 2022 and December 31, 2021, 10,000 shares

of Series A Preferred Stock were issued and outstanding.

2 unchanged sentences

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.

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.

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

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.

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

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 March 31, 2022 and December 31, 2021, no Series

As of June 30, 2022 and December 31, 2021, no Series

C Preferred Stock was issued or outstanding.

During the three

months ended March 31, 2022, the Company issued 2,060,000 shares of common stock, valued at fair market value on issuance as

· 2,000,000 shares issued for

cash of $ 1,000,000

· 60,000 shares for compensation

valued at $ 41,139

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

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

· 120,000 shares for compensation to our directors valued

· 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.

stock subscription

During the three

months ended March 31, 2022, the Company received $ 500,000 for options to purchase common stock, however, the option agreement was not

yet finalized.

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

RELATED PARTY TRANSACTIONS

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 .

2 unchanged sentences

Due to related

During the three months ended March 31, 2022 and

2021, the Company repaid $ 0 and $ 10,587 to certain members of Company

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 .

the three months ended March 31, 2022 and 2021, the Company recorded management fees of $ 135,000 and $ 135,000 , bonus of $ 0

and $ 564,000 and paid $ 147,000 and $ 143,221 , respectively.

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.

NOTE 10 – COMMITMENTS

1 unchanged sentence

Long-term Contracts

The Company has not entered into

any long-term leases, contracts or commitments.

has not entered into any long-term leases, contracts or commitments.

The Company leases facilities which the term is 12 months .

For the three months ended

March 31, 2022 and 2021, the Company incurred $ 20,150 and $ 6,900 , respectively.

the six months ended June 30, 2022 and 2021, the Company incurred $ 38,645 and $ 24,223 , respectively.

2022, the Company operates in one industry segment, telecommunication services, and two geographic segments, USA and Switzerland, where

1 unchanged sentence

The following

table shows operating activities information by geographic segment for the three months ended March 31, 2022 and 2021:

ended March 31, 2022

NOTE 11 - SEGMENT

- Schedule of Operating Activities by Geographic Segment

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

ended June 30, 2022

11 - SEGMENT - Schedule of Operating Activities by Geographic Segment

$ ( 596,754 )

Cost of revenue

2 unchanged sentences

Operating loss

Other (expense) income

Net (loss) income

Other income (expense)

$ ( 266,878 )

$ ( 285,457 )

Three months Ended March 31, 2021

Three months Ended June 30, 2021

Cost of revenue

1 unchanged sentence

General and administration

Operating income (loss)

Operating loss

( 1,107,142 )

( 1,164,602 )

Other income (expense)

1 unchanged sentence

$ ( 1,122,372 )

ended June 30, 2022

$ ( 678,636 )

Cost of revenue

Operating expenses

General and administration

Operating loss

Other income (expense)

$ ( 796,858 )

$ ( 810,188 )

Six months Ended June 30, 2021

Cost of revenue

Operating expenses

General and administration

Operating loss

( 2,062,308 )

( 2,175,343 )

Other income (expense)

$ ( 2,903,149 )

$ ( 3,000,861 )

The following

table shows asset information by geographic segment as of March 31, 2022 and December 31, 2021:

March 31, 2022

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

June 30, 2022

Current assets

14 unchanged sentences

12 – SUBSEQUENT EVENTS

Subsequent to March 31, 2022 and through the date

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

On April 21, 2022, we entered

into a Purchase Agreement for the purchase of 51 % of the membership interests in Smartbiz Telecom LLC, a Florida Corporation which provides

telecommunication services, dedicated to VoIP business for wholesale and retail markets.

The purchase price for the acquisition shall

be $ 1,800,000 and shall consist of $ 800,000 in cash and $ 1,000,000 in our common stock to Seller, which amounts to 2,378,059 shares of

common stock.

On April 25, 2022 we entered into a Common Stock Purchase

Option Agreement with Apollo Management Group, Inc.

to subscribe for and purchase from iQSTEL Inc., four million eight hundred thousand

( 4,800,000 ) shares of Common Stock with an exercise price per share of two dollars ( $ 2.00 );

and an initial exercise date September 30,

The purchase price of this option is five hundred thousand dollars ( $ 500,000 ).

On May 6, 2022, we entered into a Purchase Company

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 Telecom LLC, a Texas limited liability

Whisl Telecom 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.

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 shall be no later than May 13, 2022.

The purchase price for the acquisition shall be $ 1,800,000 and shall consist of $ 1,250,000

in cash and $ 550,000 in our restricted common stock to Seller.

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.

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