What changed in this filing

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Item 1. Financial Statements

2024-08-14 compared with 2024-05-15 · 608 added, 551 removed, 194 unchanged (86% of the section changed)

Financial Statements

Our unaudited consolidated financial statements included in this Form

10-Q are as follows:

Consolidated Balance Sheets as of

March 31, 2024 (unaudited) and December 31, 2023;

Consolidated Statements of Operations for the three

months ended March 31, 2024 and 2023 (unaudited);

Consolidated Statements of Cash Flows for the three

months ended March 31, 2024 and 2023 (unaudited);

Consolidated Statements of Stockholder’s Equity

as of March 31, 2024 and 2023 (unaudited)

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, 2024 are not necessarily indicative of the results that can be expected for

the full year.

Consolidated Balance Sheets

Balance Sheets

receivable, net

from related parties

and other current assets

Current Assets

Accounts receivable, net

Due from related parties

Deposit for acquisition

Prepaid and other current assets

Total Current Assets

Property and equipment, net

Intangible asset

Deferred tax assets

LIABILITIES AND STOCKHOLDERS' EQUITY

and equipment, net

AND STOCKHOLDERS' EQUITY

and other current liabilities

to related parties

payable - net of discount of $ 143,197 and $ 3,750 , respectively

payable - related parties

note - net of discount of $ 726,900 and $ 39,012 , respectively

liability for acquisition of subsidiary

Current Liabilities

Accounts payable

Accrued and other current liabilities

Due to related parties

Loans payable - net of discount of $ 0 and $ 3,750 , respectively

Loans payable - related parties

Convertible notes - net of discount of $ 923,185 and $ 39,012 , respectively

Total Current Liabilities

Loans payable, non-current

Employee benefits, non-current

TOTAL LIABILITIES

Stockholders' Equity

Preferred stock:

payable, non-current

benefits, non-current

Stockholders'

1,200,000 authorized;

$ 0.001 par value

Series A Preferred stock:

A Preferred stock:

10,000 designated;

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10,000 shares issued and outstanding

Series B Preferred stock:

B Preferred stock:

200,000 designated;

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31,080 shares issued and outstanding

Series C Preferred stock:

C Preferred stock:

200,000 designated;

$ 0.001 par value, No shares issued and outstanding

Series D Preferred stock:

D Preferred stock:

75,000 designated;

$ 0.001 par value, No shares issued and outstanding

Common stock:

300,000,000 authorized;

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179,557,200 and 172,129,630 shares issued and outstanding, respectively

Additional paid in capital

Accumulated deficit

paid in capital

( 28,902,052 )

( 26,084,133 )

Accumulated other comprehensive loss

Equity attributed to stockholders of iQSTEL Inc.

other comprehensive loss

attributed to stockholders of iQSTEL Inc.

(Deficit) attributable to noncontrolling interests

TOTAL STOCKHOLDERS' EQUITY

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

The accompanying notes are

an integral part of these unaudited consolidated financial statements.

Consolidated Statements

of Operations

Three Months Ended

Cost of revenues

STOCKHOLDERS' EQUITY

LIABILITIES AND STOCKHOLDERS' EQUITY

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

Statements of Operations

$ 130,050,642

and administration

operating expenses

General and administration

Total operating expenses

Operating loss

income (loss)

income (expense)

in fair value of derivative liabilities

( 1,115,510 )

(loss) on settlement of debt

other income (expense)

Other expenses

Interest expense

Change in fair value of derivative liabilities

Gain (loss) on settlement of debt

Total other income (expense)

Net loss before provision for income taxes

( 1,556,509 )

( 1,953,273 )

loss before provision for income taxes

( 1,898,612 )

( 2,478,828 )

( 1,963,887 )

( 2,544,103 )

Net income attributable to noncontrolling interests

Net loss attributed to iQSTEL Inc.

loss attributed to iQSTEL Inc.

$ ( 2,008,152 )

$ ( 213,945 )

Comprehensive income (loss)

$ ( 2,817,919 )

$ ( 577,130 )

Foreign currency adjustment

Total comprehensive loss

Comprehensive

income (loss)

$ ( 1,963,887 )

$ ( 161,644 )

$ ( 2,544,103 )

$ ( 320,466 )

currency adjustment

comprehensive loss

( 1,963,887 )

$ ( 158,651 )

$ ( 2,544,103 )

$ ( 315,896 )

Comprehensive income attributable to noncontrolling interests

Net comprehensive loss attributed to iQSTEL Inc.

comprehensive loss attributed to iQSTEL Inc.

$ ( 2,008,152 )

$ ( 212,418 )

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.

Consolidated Statements

of Changes in Stockholders’ Equity (Deficit)

For the three months ended

March 31, 2024 and 2023

$ ( 2,817,919 )

$ ( 574,799 )

and diluted loss per common share

average number of common shares outstanding - Basic and diluted

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

Statements of Changes in Stockholders’ Equity (Deficit)

the three and six months ended June 30, 2024 and 2023

A Preferred Stock

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$ ( 148,159 )

Series A Preferred Stock

Series B Preferred Stock

Additional Paid in Capital

Accumulated Deficit

Accumulated Comprehensive Loss

Non Controlling Interest

Total Stockholders' Deficit

stock issued for compensation

stock issued for warrant exercises

of derivative liabilities upon exercise of warrant

of subsidiary

income (loss)

( 2,008,152 )

( 1,963,887 )

- June 30, 2024

$ ( 28,902,052

A Preferred Stock

B Preferred Stock

Paid in Capital

Comprehensive Loss

Controlling Interest

Stockholders' Deficit

- December 31, 2022

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stock issued for compensation

of derivative liabilities upon exercise of warrants

of derivative liabilities upon exercise of warrant

currency translation adjustments

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$ ( 719,241 )

The accompanying notes are an integral part of these

unaudited consolidated financial statements.

Consolidated Statements

of Cash Flows

Three Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES:

stock issued for compensation

currency translation adjustments

income (loss)

Balance - June 30,

$ ( 25,081,525 )

$ ( 665,474 )

Adjustments to reconcile net loss to net cash (used in) provided by operating activities:

Stock-based compensation

Bad debt expense

Depreciation and amortization

Amortization of debt discount

Change in fair value of derivative liabilities

Loss on settlement of debt

Changes in operating assets and liabilities:

Accounts receivable

Prepaid and other current assets

Due from related parties

Accounts payable

Accrued and other current liabilities

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

Statements of Cash Flows

FLOWS FROM OPERATING ACTIVITIES:

$ ( 2,544,103 )

Net cash (used in)

provided by operating activities

CASH FLOWS FROM INVESTING ACTIVITIES:

Deposit for acquisitions of subsidiary

$ ( 320,466 )

Purchase of property and equipment

Purchase of intangible assets

Advances of loans receivable - related party

Collection of amounts due from related parties

Net cash used in investing activities

to reconcile net loss to net cash used in operating activities:

based compensation

and amortization

of debt discount

in fair value of derivative liabilities

on settlement of debt

in operating assets and liabilities:

and other assets

from related parties

( 9,519,447 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Repayments of loans payable

Proceeds from exercise of warrants

Proceeds from convertible notes

Repayment of convertible notes

Net cash provided by financing activities

Effect of exchange rate changes on cash

Net change in cash

Cash, beginning of period

Cash, end of period

Supplemental cash flow information

Cash paid for interest

Cash paid for taxes

Non-cash transactions:

Common stock issued for settlement of debt

Resolution of derivative liabilities upon exercise of warrants

Common stock issued in connection with convertible notes

The accompanying notes are

an integral part of these unaudited consolidated financial statements.

Notes to the Consolidated

Financial Statements

March 31, 2024

NOTE 1 -ORGANIZATION

AND DESCRIPTION OF BUSINESS

and other current liabilities

( 5,367,232 )

cash used in operating activities

( 3,151,688 )

FLOWS FROM INVESTING ACTIVITIES:

of subsidiary, net of cash received

( 2,505,121 )

of property and equipment

of intangible assets

of loan receivable - related party

of amounts due from related parties

cash used in investing activities

( 2,720,197 )

FLOWS FROM FINANCING ACTIVITIES:

from loans payable

of loans payable

from loans payable - related parties

of loans payable - related parties

from exercise of warrants

from convertible notes

from stock purchase option

of convertible notes

cash provided by financing activities

of exchange rate changes on cash

change in cash

beginning of period

end of period

cash flow information

paid for interest

paid for taxes

transactions:

stock issued for settlement of debt

of derivative liabilities upon exercise of warrants

stock issued in connection with convertible notes

payable issued for acquisition of subsidiary

liability for acquisition of subsidiary

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

to the Consolidated Financial Statements

1 -ORGANIZATION AND DESCRIPTION OF BUSINESS

and Operations

(“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.

(“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,

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on August 7, 2018.

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 over 400 active interconnection agreements with mobile companies,

fixed line companies and other wholesale carriers.

is a technology company with presence in 19 countries and 70 employees that is offering leading-edge services through its four business

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 over 400 active

interconnection agreements with mobile companies, fixed line companies and other wholesale carriers.

is a technology company with presence in 20 countries and over 100 employees that is offering leading-edge services through its four

business divisions.

Division, which represents the majority of current operations and which also represents the source for all of the Company’s revenues,

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Etelix.com USA, LLC, SwissLink Carrier AG, Smartbiz Telecom LLC, Whisl Telecom LLC, IoT Labs, LLC,

and QGlobal SMS, LLC.

QGlobal SMS, LLC, and QXTEL LIMITED.

the Telecom Division, the Company’s developing BlockChain Platform Business Line offers our proprietary Mobile Number Portability

Application (MNPA) to serve the in-country portability needs through its subsidiary, itsBchain, LLC.

The Company’s

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The Company’s

developing BlockChain Platform Business Line offers our proprietary Mobile Number Portability Application (MNPA) to serve the in-country

portability needs through its subsidiary, itsBchain, LLC.

The Company’s

developing Electric Vehicle (EV) Business Line offers electric motorcycles for work and recreational use in the USA, Spain, Portugal,

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The Company’s

developing Artificial Intelligence (AI)-Enhanced Metaverse Division offers a white-label solution designed specifically for corporations,

businesses, and the telecommunications industry.

Delivering a full suite of immersive content services, creating a comprehensive virtual

experience that can be accessed through the Web or our proprietary mobile apps.

NOTE 2 -SUMMARY

OF SIGNIFICANT ACCOUNTING POLICIES

developing Artificial Intelligence (AI)-Enhanced Metaverse Division offers a white-label solution designed specifically for

corporations, businesses, and the telecommunications industry.

Delivering a full suite of immersive content services, creating a comprehensive

virtual experience that can be accessed through the Web or our proprietary mobile apps.

2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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 consolidated 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, 2024 and the results of

operations and cash flows for the periods presented.

The results of operations for the three months ended March 31, 2024 are not necessarily

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

These unaudited consolidated 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, 2023 filed with the SEC on April 1, 2024.

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.

the opinion of the Company’s management, the accompanying unaudited interim consolidated 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, 2024 and the

results of operations and cash flows for the periods presented.

The results of operations for the six months ended June 30, 2024 are

not necessarily indicative of the operating results for the full fiscal year or any future period.

These unaudited consolidated 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, 2023 filed with the SEC on April 1, 2024.

Reclassification

Certain accounts

from prior periods have been reclassified to conform to the current period presentation.

accounts from prior periods have been reclassified to conform to the current period presentation.

Consolidation

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 (“Whisl”) and

Smartbiz Telecom LLC (“Smartbiz”).

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

The preparation

of the consolidated financial statements in conformity with GAAP in the United States of America 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.

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 (“Whisl”),

Smartbiz Telecom LLC (“Smartbiz”) and QXTEL LIMITED (“QXTEL”).

All significant intercompany balances and transactions

have been eliminated in consolidation.

preparation of the consolidated financial statements in conformity with GAAP in the United States of America 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

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Actual results could differ from these good faith estimates and judgments.

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.

Currency Translation and Re-measurement

translates its foreign operations to U.S.

Company translates its foreign operations to U.S.

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

The functional

currency and reporting currency of Etelix, QGlobal, ItsBchain, IoT Labs, Whisl, Smartbiz and Global Money One is the U.S.

dollar, while

SwissLink’s functional currency was the Swiss Franc (“CHF”).

As of January 1, 2024, we changed the functional currency

of SwissLink from their respective local currency to the US dollar.

The change in functional currency is due to increased exposure to

the US dollar as a result of a change in facts and circumstances in the primary economic environment in which this subsidiary operates.

functional currency and reporting currency of Etelix, QGlobal, ItsBchain, IoT Labs, Whisl, Smartbiz, Global Money One and QXTEL is the

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

As of January 1, 2024, we changed the

functional currency of SwissLink from their respective local currency to the US dollar.

The change in functional currency is due to increased

exposure to the US dollar as a result of a change in facts and circumstances in the primary economic environment in which this subsidiary

The effects of the change in functional currency were not significant to our consolidated financial statements.

Cash Equivalents

Cash and cash

equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from

inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant

and Cash Equivalents

cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months

from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant

risk of loss in value.

The Company had no cash equivalents at March 31, 2024 and December 31, 2023.

The Company had $ 797,227 and $ 1,362,668 in cash and cash equivalents at June 30, 2024 and December 31,

2023, respectively.

Receivable and Allowance for Uncollectible Accounts

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credit losses in its existing accounts receivable .

The Company estimates expected credit losses related to accounts receivable

balances based on a review of available and relevant information including current economic conditions, projected economic conditions,

historical loss experience, account aging, and other factors that could affect collectability.

the three months ended March 31, 2024 and 2023, the Company recorded bad debt expense of $ 725 and $ 0 , respectively.

(Loss) Per Share of Common Stock

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

Company estimates expected credit losses related to accounts receivable balances based on a review of available and relevant information

including current economic conditions, projected economic conditions, historical loss experience, account aging, and other factors that

could affect collectability.

During the six months ended June 30, 2024 and 2023, the Company

recorded bad debt expense of $ 1,801 and $ 0 , respectively.

Income (Loss) Per Share of Common Stock

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.

Dilutive potential common shares include outstanding

Series B Preferred stock, and it was excluded from the computation of diluted net loss per share as the result was anti-dilutive for the

three months ended March 31, 2024 and 2023.

Series B Preferred stock, and it was excluded from the computation of diluted net loss per share as the result was anti-dilutive for

the six months ended June 30, 2024 and 2023.

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.

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 three months ended March 31, 2024, 8 customers

represented 86 % of our revenue compared to 12 customers representing 86 % of our revenue for the three months ended March 31, 2023.

the three months ended March 31, 2024 and 2023, 47 % and 62 % of the revenue comes from customers under prepayment conditions which means

there is no credit or bad debt risk on that portion of the customers portfolio.

follows ASC 820, “ Fair Value Measurements and Disclosures, ” which defines fair value as the exchange price that would

be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or

liability in an orderly transaction between market participants on the measurement date.

ASC 820 also establishes a fair value hierarchy

that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable

inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available

in the circumstances (unobservable inputs).

The fair value hierarchy consists of three broad levels, which gives the highest priority

to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs

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

the six months ended June 30, 2024, 15 customers represented 86 % of our revenue compared to 23 customers representing 87 % of

our revenue for the six months ended June 30, 2023.

For the six months ended June 30, 2024 and 2023, 38 % and 39 % of

the revenue comes from customers under prepayment conditions which means there is no credit or bad debt risk on that portion of the customers

Company follows ASC 820, “ Fair Value Measurements and Disclosures, ” which defines fair value as the exchange price

that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for

the asset or liability in an orderly transaction between market participants on the measurement date.

ASC 820 also establishes a fair

value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent

sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best

information available in the circumstances (unobservable inputs).

The fair value hierarchy consists of three broad levels, which gives

the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority

to unobservable inputs (Level 3).

The three levels of the fair value hierarchy are described below:

Level 1 applies

to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2 applies

to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted

prices for similar assets or liabilities in active markets;

quoted prices for identical assets or liabilities in markets with insufficient

volume or infrequent transactions (less active markets);

or model-derived valuations in which significant inputs are observable or can

be derived principally from, or corroborated by, observable market data.

Level 3 applies

to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement

1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability

such as quoted prices for similar assets or liabilities in active markets;

quoted prices for identical assets or liabilities in markets

with insufficient volume or infrequent transactions (less active markets);

or model-derived valuations in which significant inputs are

observable or can be derived principally from, or corroborated by, observable market data.

3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement

of the fair value of the assets or liabilities.

values of our financial instruments, including, cash;

carrying values of our financial instruments, including, cash;

accounts receivable;

deposit for acquisition, prepaid and other current assets;

deposit for acquisition, prepaid and other current

accounts payable;

accrued liabilities and other current liabilities;

and due from/to related parties approximate their fair values due

to the short-term maturities of these financial instruments.

and due from/to related parties approximate their fair values

due to the short-term maturities of these financial instruments.

involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive,

5 unchanged sentences

party nature.

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

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 exists, 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 client.

Recent Accounting Pronouncements

2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No.

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

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 exists, and collection is reasonably assured.

considers persuasive evidence of a sales arrangement to be a written interconnection agreement.

The Company’s payment terms vary

Accounting Pronouncements

November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No.

" Segment Reporting (Topic 280):

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Financial Statements and disclosures included within Notes to Consolidated Financial Statements.

2023, the FASB issued ASU No.

December 2023, the FASB issued ASU No.

2023-09, “ Income Taxes (Topic 740):

Improvements to Income Tax Disclosures ” which requires

enhanced disclosures, including specific categories and disaggregation of information in the effective tax rate reconciliation, disaggregated

information related to income taxes paid, income or loss from continuing operations before income tax expense or benefit, and income tax

expense or benefit from continuing operations.

This guidance is effective for annual reporting periods beginning after December 15, 2024.

Improvements to Income Tax Disclosures ”

which requires enhanced disclosures, including specific categories and disaggregation of information in the effective tax rate reconciliation,

disaggregated information related to income taxes paid, income or loss from continuing operations before income tax expense or benefit,

and income tax expense or benefit from continuing operations.

This guidance is effective for annual reporting periods beginning after

December 15, 2024.

Early adoption is permitted and should be applied on a prospective basis;

however, retrospective application is permitted.

is currently evaluating the impact of adopting this guidance on its Consolidated Financial Statements and disclosures included within

Notes to Consolidated Financial Statements.

The Company is currently evaluating the impact of adopting this guidance on its Consolidated Financial Statements and disclosures included

within Notes to Consolidated Financial Statements.

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.

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

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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

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

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.

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.

2 unchanged sentences

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

The Company's failure to do so could have a material and adverse effect upon its operations and its stockholders.

NOTE 4 – PREPAID

AND OTHER CURRENT ASSETS

other current assets at March 31, 204 and December 31, 2023 consisted of the following:

Other receivable

Prepaid expenses

Advance payment

Tax receivable

Deposit for acquisition of asset

Security deposit

the Company has financed its operations through private placements, Regulation A offerings, related party loans, convertible notes, and

unsecured debt.

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.

4 – PREPAID AND OTHER CURRENT ASSETS

NOTE 5 – PROPERTY

AND EQUIPMENT

equipment at March 31, 204 and December 31, 2023 consisted of the following:

Telecommunication equipment

Telecommunication software

Other equipment

Total property and equipment

Accumulated depreciation and amortization

Total property and equipment

expense for the three months ended March 31, 2024 and 2023 amounted to $ 35,161 and $ 34,060 , respectively.

NOTE 6 –LOANS

and other current assets at June 30, 2024 and December 31, 2023 consisted of the following:

for acquisition of asset

Expenses and Other Current Assets

5 – PROPERTY AND EQUIPMENT

and equipment at June 30, 2024 and December 31, 2023 consisted of the following:

Telecommunication

property and equipment

depreciation and amortization

property and equipment

expense for the six months ended June 30, 2024 and 2023 amounted to $ 68,939 and $ 68,488 , respectively.

6 –LOANS PAYABLE

at March 31, 204 and December 31, 2023 consisted of the following:

Note was issued on October 23, 2018 and due on June 30, 2024

Darlene Covid19

Note was issued on April 1, 2020 and due on March 31, 2025

Promissory note payable

Note was issued April 4, 2023 and paid in full in March 2024

payable at June 30, 2024 and December 31, 2023 consisted of the following:

was issued on October 23, 2018 and due on January 2, 2025

was issued on April 1, 2020 and due on March 31, 2025

was issued April 4, 2023 and due on April 4, 2024

receipts loan

was issued April

23, 2023 and due in February

rate (1) 98.9 %

was issued June 11, 2024 and due on June 11, 2025

note payable - acquisition of QXTEL

was issued April 1, 2024 and due on June 30, 2025

Unamortized debt discount

Total loans payable

loans payable

Current portion of loans payable

Long-term loans payable

During the three

months ended March 31, 2024 and 2023, the Company repaid the principal amount of $ 8,885 and $ 9,006 , respectively.

three months ended March 31, 2024, the Company settled principal amount and accrued interest of a note payable issued in April 2023 by

issuing 1,770,000 shares of common stock.

As a result, the Company recorded a loss on settlement of debt of $ 102,660 .

( 2,544,878 )

loans payable

- related parties at March 31, 204 and December 31, 2023 consisted of the following:

purchase price is $ 504,575 , net of financing fee of $ 10,425 , and the amount to be paid is

The monthly payment amount is $ 69,010 .

the six months ended June 30, 2024 and 2023, the Company repaid the principal amount of $ 147,253 and $ 9,006 , respectively.

the six months ended June 30, 2024, the Company settled principal amount and accrued interest of a note payable issued in April 2023

by issuing 1,770,000 shares of common stock.

As a result, the Company recorded a loss on settlement of debt of $ 102,660 .

payable - related parties at June 30, 2024 and December 31, 2023 consisted of the following:

of Shareholder of SwissLink

Note is due on demand

is due on demand

of Shareholder of SwissLink

Note is due on demand

is due on demand

Shareholder of QXTEL

is due on October 1, 2025

Current portion of loans payable - related parties

Long-term loans payable - related parties

During the three

months ended March 31, 2024 and 2023, the Company recorded interest expense of $ 9,053 and $ 3,645 and recognized amortization

of discount, included in interest expense, of $ 3,750 and $ 0 , respectively.

Long-term loans payable - related

the six months ended June 30, 2024 and 2023, the Company recorded interest expense of $ 47,665 and $ 9,460 and

recognized amortization of discount, included in interest expense, of $ 68,519 and $ 3,750 , respectively.

7 - CONVERTIBLE NOTES

notes at March 31, 2024 and December 31, 2023 consisted of the following:

Issued in fiscal year 2023

Issued in fiscal year 2024

Total convertible notes payable

notes at June 30, 2024 and December 31, 2023 consisted of the following:

in fiscal year 2023

in fiscal year 2024

convertible notes payable

Unamortized debt discount

Total convertible notes

convertible notes

current portion of convertible notes

Long-term convertible notes

Issued in fiscal year 2023

the year ended December 31, 2023, the Company borrowed $ 284,760 and $ 256,760 from a third party totaling $ 541,520 , which includes

original issue discount and financing costs of $ 66,520 .

The notes are due on June 1, 2024 and October 15, 2024 , and a one-time interest

charge of 12 % shall be applied.

Accrued, unpaid interest and outstanding principal shall be paid in 10 payments each in

the amount of $ 31,893 and $ 28,757 beginning on July 16, 2023 and January 15, 2024 .

The notes are convertible at the option

of the holders at any time following an event of default, and the conversion price is 75% multiplied by the lowest trading price of Company’s

common stock during the 10 trading days prior to the conversion date .

Issued in fiscal year

On January 24, 2024, we

entered into a securities purchase agreement (the “SPA”) with M2B Funding Corp., a Florida corporation, for it to purchase

up to the principal amount of $ 3,888,889 in secured convertible promissory notes (the “Notes”) for an aggregate purchase

price of $ 3,500,000 (the “Purchase Price”), which Notes are convertible into shares (“Conversion Shares”) of

our common stock with an initial conversion price of $ 0.11 per share.

Each noteholder shall receive shares of common stock (“Kicker

Shares”) in an amount equal to ten percent of the principal amount of any Note issued divided by $0.11.

The Notes are secured by

all of our assets under a Security Agreement signed with the SPA .

The initial tranche was

executed in January 2024 for $ 2,222,222

in face value of Notes and 2,020,200

Kicker Shares, with an original issue discount of $ 222,222 ;

second and third tranches were executed in March 2024 for $ 1,111,111

and $ 555,556 ,

respectively, in face value of Notes and 1,010,101

Kicker Shares, with an original issue discount of US $ 111,111

and $ 55,556 ,

respectively.

convertible notes

in fiscal year 2023

the year ended December 31, 2023, the Company borrowed $ 284,760 and $ 256,760 from a third party totaling $ 541,520 ,

which includes original issue discount and financing costs of $ 66,520 .

The notes are due on June 1, 2024 and October

15, 2024 , and a one-time interest charge of 12% shall be applied.

Accrued, unpaid interest and outstanding principal shall

be paid in 10 payments each in the amount of $ 31,893 and $ 28,757 beginning on July 16, 2023 and January 15, 2024.

notes are convertible at the option of the holders at any time following an event of default, and the conversion price is 75% multiplied

by the lowest trading price of Company’s common stock during the 10 trading days prior to the conversion date.

in fiscal year 2024

January 24, 2024, we entered into a securities purchase agreement (the “SPA”) with M2B Funding Corp., a Florida corporation,

for it to purchase up to the principal amount of $ 3,888,889 in secured convertible promissory notes (the “Notes”)

for an aggregate purchase price of $ 3,500,000 (the “Purchase Price”), which Notes are convertible into shares (“Conversion

Shares”) of our common stock with an initial conversion price of $ 0.11 per share.

Each noteholder shall receive

shares of common stock (“Kicker Shares”) in an amount equal to ten percent of the principal amount of any Note issued divided

The Notes are secured by all of our assets under a Security Agreement signed with the SPA .

initial tranche was executed in January 2024 for $ 2,222,222 in face value of Notes and 2,020,200 Kicker Shares, with

an original issue discount of $ 222,222 ;

second and third tranches were executed in March 2024 for $ 1,111,111 and $ 555,556 ,

respectively, in face value of Notes and 1,010,101 and 505,051 Kicker Shares, with an original issue discount of

$ 111,111 and $ 55,556 , respectively.

Each one year note bears interest at 18 % per annum.

During the period ended

March 31, 2024, the Company borrowed $ 146,900 and $ 177,100 from a third party totaling $ 324,000 , which includes original issue discount

and financing costs of $ 49,000 .

The notes are due on January 15, 2025 , and a one-time interest charge of 12 % and 14 % , respectively, shall

Accrued, unpaid interest and outstanding principal on the $146,900 note shall be paid in 10 payments each in the amount

of $ 16,453 beginning on April 15, 2024;

accrued, unpaid interest and outstanding principal on the $177,100 note shall be paid in

5 payments, one payment of $ 100,947 and four payments of $ 25,237 , beginning in September 2024 .

The notes are convertible at the

option of the holders at any time following an event of default, and the conversion price is 75% multiplied by the lowest trading price

of Company’s common stock during the 10 trading days prior to the conversion date.

During the three months

ended March 31, 2024 and 2023, the Company recorded interest expense of $ 139,979 and $ 0 and recognized amortization

the three months ended June 30, 2024, the Company borrowed $ 146,900 and $ 177,100 from a third party totaling $ 324,000 ,

which includes original issue discount and financing costs of $ 49,000 .

The notes are due on January 15, 2025 , and a one-time

interest charge of 12 % and 14 % , respectively, shall be applied.

Accrued, unpaid interest and outstanding principal

on the $ 146,900 note shall be paid in 10 payments each in the amount of $ 16,453 beginning on April 15, 2024;

accrued, unpaid

interest and outstanding principal on the $ 177,100 note shall be paid in 5 payments, one payment of $ 100,947 and four payments

of $ 25,237 , beginning in September 2024.

The notes are convertible at the option of the holders at any time following an event

of default, and the conversion price is 75% multiplied by the lowest trading price of Company’s common stock during the 10 trading

days prior to the conversion date .

the six months ended June 30, 2024 and 2023, the Company recorded interest expense of $ 345,092 and $ 3,417 and recognized amortization

of discount, included in interest expense, of $ 400,278 and $ 3,476 , respectively.

NOTE 8 – STOCKHOLDERS’

The Company’s

authorized capital consists of 300,000,000 shares of common stock with a par value of $ 0.001 per share.

the three months ended March 31, 2024, the Company issued 5,455,354 shares of common stock, valued at fair market value on issuance

8 – STOCKHOLDERS’ EQUITY

Company’s authorized capital consists of 300,000,000 shares of common stock with a par value of $ 0.001 per

the six months ended June 30, 2024, the Company issued 7,427,570 shares of common stock, valued at fair market value on issuance

shares for compensation to our directors valued at $ 77,665

shares in connection with convertible notes valued at $ 597,777 ;

shares for settlement of debt valued at $ 279,660

31, 2024 and December 31, 2023, 177,584,984 and 172,129,630 shares of common stock were issued and outstanding, respectively.

Company’s authorized capital consists of 1,200,000 shares of preferred stock with a par value

of $ 0.001 per share.

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 .

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

31, 2024 and December 31, 2023, 10,000 shares of Series A Preferred Stock were issued and outstanding.

Preferred Stock

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 .

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 restriction on sales into the market of no more than

5% previous month’s stock liquidity.

31, 2024 and December 31, 2023, 31,080 shares of Series B Preferred Stock were issued and outstanding.

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 .

shares in connection with convertible notes valued at $ 597,777 ;

shares for exercise of warrants for $ 400,000

of June 30, 2024 and December 31, 2023, 179,557,200 and 172,129,630 shares of common stock were issued and outstanding,

respectively.

Company’s authorized capital consists of 1,200,000 shares of preferred stock with a par value of $ 0.001 per

A Preferred Stock

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 .

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

of June 30, 2024 and December 31, 2023, 10,000 shares of Series A Preferred Stock were issued and outstanding.

B Preferred Stock

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 .

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 restriction on sales into

the market of no more than 5% previous month’s stock liquidity .

of June 30, 2024 and December 31, 2023, 31,080 shares of Series B Preferred Stock were issued and outstanding.

C Preferred Stock

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 .

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 restriction on sales

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

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.

of June 30, 2024 and December 31, 2023, no Series C Preferred Stock was issued or outstanding.

D Preferred Stock

November 3, 2023, pursuant to Article III of our Articles of Incorporation, our Board of Directors voted to designate a class of preferred

stock entitled Series D Preferred Stock, consisting of up 75,000 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,

in the event of any dissolution, liquidation or winding up of the Corporation, the Holders of Series D Preferred Stock shall be entitled

to participate in any distribution out of the assets of the Corporation before the holders of the Common Stock, Series A Preferred Stock

and Series C Preferred Stock, but shall be considered on parity to the liquidation rights of the Series B Preferred Stockholders .

of shares of Series D 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 restriction 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.

31, 2024 and December 31, 2023, no Series C Preferred Stock was issued or outstanding.

Preferred Stock

On November 3, 2023, pursuant to Article III of our

Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock entitled Series D Preferred Stock, consisting

of up 75,000 shares, par value $ 0.001 .

Under the Certificate of Designation, in the event of any dissolution, liquidation

or winding up of the Corporation, the Holders of Series D Preferred Stock shall be entitled to participate in any distribution out of

the assets of the Corporation before the holders of the Common Stock, Series A Preferred Stock and Series C Preferred Stock, but shall

be considered on parity to the liquidation rights of the Series B Preferred Stockholders.

The holders of shares of Series D 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 D Preferred Stock do not have voting rights but may convert into common stock at a conversion

rate of one thousand (1,000) shares of Common Stock for every one (1) share of Series D Preferred Stock.

The rights of

the holders of Series D Preferred Stock are defined in the relevant Certificate of Designation filed with the Nevada Secretary of State

on November 3, 2023.

31, 2024 and December 31, 2023, no Series D Preferred Stock was issued or outstanding.

Holders of Series D Preferred Stock do not have voting rights but may

convert into common stock at a conversion rate of one thousand (1,000) shares of Common Stock for every one (1) share of Series D Preferred

rights of the holders of Series D Preferred Stock are defined in the relevant Certificate of Designation filed with the Nevada Secretary

of State on November 3, 2023.

of June 30, 2024 and December 31, 2023, no Series D Preferred Stock was issued or outstanding.

9 - RELATED PARTY TRANSACTIONS

related party

31, 2024 and December 31, 2023, the Company had amounts due from related parties of $ 391,745 and $ 340,515 , respectively.

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

Due to related

31, 2024 and December 31, 2023, the Company had amounts due to related parties of $ 26,613 .

from related party

of June 30, 2024 and December 31, 2023, the Company had amounts due from related parties of $ 661,087 and $ 340,515 , respectively.

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

to related parties

of June 30, 2024 and December 31, 2023, the Company had amounts due to related parties of $ 26,613 .

The amounts are unsecured, non-interest

bearing and due on demand.

During the three

months ended March 31, 2024 and 2023, the Company recorded management salaries of $ 211,500 and $ 144,000 , respectively,

the six months ended June 30, 2024 and 2023, the Company recorded management salaries of $ 423,000 and $ 270,000 , respectively,

and stock-based compensation bonuses of $ 77,665 and $ 18,130 , respectively.

31, 2024 and December 31, 2023, the Company recorded and accrued management salaries of $ 137,127 and $ 100,128 , respectively.

NOTE 10 – COMMITMENTS

AND CONTINGENCIES

Long-term Contracts

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

The Company leases facilities which the term is 12 months .

the three months ended March 31, 2024 and 2023, the Company incurred rent expense of $ 7,122 and $ 900 , respectively.

DEPOSIT FOR ACQUISITION

On January 19, 2024 , we entered

into a Share Purchase Agreement (“Purchase Agreement”) with Yukon River Holdings, Ltd.

(“Yukon River”), a corporation

formed under the laws of the British Virgin Islands (“Seller”) concerning the contemplated sale by Seller and the purchase

by us of 51% of the ordinary shares Seller holds in QXTEL LIMITED (“QXTEL”), a company incorporated in England and Wales.

The purchase price (the “Purchase

Price”) payable to the Seller for the shares is $ 5,000,000 .

Upon the execution of the Purchase Agreement, we agreed to deposit $ 1,500,000

of the Purchase Price into the trust account of a law firm acting as escrow agent (the “Escrow Agent”) as a nonrefundable

deposit to evidence our good faith intention to purchase the shares.

If the Purchase Agreement does not close before April 30, 2024, the

deposit is non-refundable.

If the Purchase Agreement closes, the deposit will be credited against the Purchase Price.

At closing, in addition to

the $ 1,500,000 with the Escrow Agent that will form part of the Purchase Price, we are required to pay $ 1,500,000 in cash and $2,000,000

to the Seller, either (A) in the form of a promissory note (the “Promissory Note”), or (B) by the delivery of iQSTEL shares

Seller may decide the form of payment between the Promissory Note or the share of iQSTEL, and if a Promissory Note is chosen,

we have agreed to allow Seller the option to exchange the Promissory Note for shares of iQSTEL .

31, 2024, the acquisition was not closed yet.

The acquisition was closed on April 1, 2024 , please refer to Note 13 – Subsequent

Events for more details.

2024 and December 31, 2023, 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 months ended March 31, 2024 and 2023:

Three months ended March 31, 2024

NOTE 12 - SEGMENTS - Operating Activities by

Geographic Segment (Details)

of June 30, 2024 and December 31, 2023, the Company recorded and accrued management salaries of $ 205,627 and $ 100,128 ,

respectively.

10 – COMMITMENTS AND CONTINGENCIES

and Long-term Contracts

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

The Company leases facilities which the term is 12

For the six months ended June 30, 2024 and 2023, the Company incurred rent expense of $ 14,028 and $ 2,137 ,

respectively.

11 – ACQUISITION

19, 2024 , we entered into a Share Purchase Agreement (“Purchase Agreement”) with Yukon River Holdings, Ltd.

River”), a corporation formed under the laws of the British Virgin Islands (“Seller”) concerning the contemplated sale

by Seller and the purchase by us of 51% of the ordinary shares Seller holds in QXTEL LIMITED (“QXTEL”), a company incorporated

in England and Wales.

purchase price (the “Purchase Price”) payable to the Seller for the shares is $ 5,000,000 .

Upon the execution of the

Purchase Agreement, we agreed to deposit $ 1,500,000 of the Purchase Price into the trust account of a law firm acting as escrow

agent (the “Escrow Agent”) as a nonrefundable deposit to evidence our good faith intention to purchase the shares, which

was credited against the Purchase Price.

closing, in addition to the $ 1,500,000 with the Escrow Agent that formed part of the Purchase Price, we were required to pay $ 1,500,000 in cash and $ 2,000,000 to the Seller,

either (A) in the form of a promissory note (the “Promissory Note”), or (B) by the delivery of iQSTEL shares to Seller.

could decide the form of payment between the Promissory Note or the shares of iQSTEL, and if a Promissory Note was chosen, we agreed

to allow Seller the option to exchange the Promissory Note for shares of iQSTEL .

On June 27, 2024, we entered into a second amendment to the Purchase Agreement (the “Amendment”) that required us to issue

an amended and restated promissory note to the Seller.

We have paid down $ 200,000 of the note, so the amended and restated promissory

note was issued in the principal amount of US $ 1,800,000 .

The amended and restated promissory note also changed the payment structure,

from installment payments of $ 200,000 for each of the months of May through November ($1,400,000) with a balloon payment of $ 600,000 ,

to monthly installments of $ 75,000 plus interest during 2024, and $ 212,500 plus interest during the first 6 months of 2025 .

also revised the Earnout Payment due to the Seller.

The Earnout Payment was redefined at $ 721,035 net income, to be achieved in

Q2, Q3 and Q4 of 2024.

The $ 1,000,000 payment that IQSTEL has to pay upon achievement of the Earnout Payment will be paid during the

first half of 2025, in monthly installments.

the six months ended June 30, 2024, the Company repaid a note payable of $ 275,000 .

acquisition was closed on April 1, 2024.

has been included in our consolidated results of operations since the acquisition date.

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

Fair Value of

Consideration:

Purchase Price

following table summarizes the preliminary identifiable assets acquired and liabilities assumed upon acquisition of QXTEL and the

calculation of goodwill:

purchase price

related party

identifiable assets

( 14,796,505 )

Cost of revenue

current liabilities

liabilities assumed

( 15,200,089 )

Operating expenses

General and administration

Operating loss

Other income (expense)

Net income (loss)

Non-controlling

interest - 49%

combined proforma results of operations for the six months ended June 30, 2024 and 2023 as though the Company acquired QXTEL on January

1, 2023, are set forth below:

$ 157,734,103

income (expense)

( 1,953,273 )

Three months ended March 31, 2023

$ ( 2,651,302 )

Cost of revenue

June 30, 2024 and December 31, 2023, the Company operates in one industry segment, telecommunication services, and three geographic segments,

USA, UK and Switzerland, where current assets and equipment are located .

following table shows operating activities information by geographic segment for the three and six months ended June 30, 2024 and 2023:

months ended June 30, 2024

NOTE 12 - SEGMENT - Operating Activities by Geographic Segment

$ ( 798,620 )

Operating expenses

General and administration

Operating (loss) income

Other income (expense)

and administration

income (loss)

income (expense)

( 1,597,506 )

( 1,556,509 )

The following

table shows asset information by geographic segment as of March 31, 204 and December 31, 2023:

March 31, 2024

Current assets

income (loss)

$ ( 2,223,209 )

Non-current assets

$ ( 1,963,887 )

Current liabilities

months ended June 30, 2023

$ ( 1,469,389 )

Non-current liabilities

December 31, 2023

Current assets

( 1,469,389 )

Non-current assets

and administration

income (expense)

$ ( 147,060 )

Current liabilities

$ ( 161,644 )

Non-current liabilities

months ended June 30, 2024

$ ( 2,530,918 )

$ 130,050,642

( 2,530,918 )

and administration

income (loss)

income (expense)

( 2,032,989 )

( 1,953,273 )

income (loss)

$ ( 2,835,267 )

$ ( 2,544,103 )

months ended June 30, 2023

$ ( 2,997,966 )

( 2,997,966 )

and administration

(loss) income

income (expense)

$ ( 301,276 )

$ ( 320,466 )

following table shows asset information by geographic segment as of June 30, 2024 and December 31, 2023:

$ ( 613,333 )

$ ( 12,184,562 )

$ ( 613,333 )

$ ( 693,424 )

$ ( 6,184,562 )

$ ( 693,424 )

13 – WARRANTS

February 12, 2024, we issued a Common Stock Purchase Option (the “Option”) to ADI Funding LLC (“ADI Funding”)

for $ 100,000 that expires on December 31, 2024, for the right to acquire up to 10,000,000 shares of common stock.

The exercise price

per share of the common stock under the Option shall be (i) 70% of the VWAP of the common stock during the then 10 Trading Days immediately

preceding, but not including the date of exercise if the VWAP is below $2.00 or (ii) seventy five percent (75%) of the VWAP of the common

stock during the then 10 Trading Days immediately preceding, but not including the date of exercise if the VWAP is equal or above $2.00.

Funding has the right and the obligation to exercise, on a “cash basis”, not less than (i) 2,000,000 of the shares of common

stock underlying the option not later than the later of March 31, 2024 or the date on which there is an effective registration statement

permitting the resale of the shares by ADI Funding.

From and after the occurrence of the above-referenced exercise, each additional exercise

of the Option shall be in an amount not less than 1,000,000 shares, which shall occur every thirty (30) days and shall be exercised only

on a cash basis.

ADI Funding’s obligation to exercise each specified portion of the Option is subject to the exercise price being

not less than $0.11

the Company issues securities less than the exercise price of the option, ADI Funding has a right to also use that lesser price in the

exercise of its Option.

The Option also contains rights to any company distributions and consideration in fundamental transactions.

Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s

specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”)

and ASC 815, Derivatives and Hedging (“ASC 815”).

The assessment considers whether the warrants are freestanding financial

instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements

for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common shares and

whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s

control, among other conditions for equity classification.

This assessment, which requires the use of professional judgment, is conducted

at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

Company determined that the warrants had net cash settlement and categorized the warrants as a liability in the accompanying consolidated

financial statements.

summary of activity regarding warrants issued as follows:

Average Remaining

life (in years)

December 31, 2023

( 1,822,216 )

Forfeited/canceled

June 30, 2024

intrinsic value of the warrants as of June 30, 2024 is approximately $ 680,000 .

All of the outstanding warrants are exercisable as of June 30, 2024;

however, each exercise is subject to a beneficial ownership

limitation of 4.99 %

of the Company’s outstanding common stock, which, upon

notice, may be increased to 9.99 % .

Value Assumptions Used in Accounting for Derivative Liabilities

815 requires we assess the fair market value of derivative liabilities at the end of each reporting period and recognize any change in

the fair market value as other income or expense.

Company 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, 2024.

The Black-Scholes model requires six basic data inputs:

the exercise or strike price, time to expiration,

the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate.

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

of June 30, 2024, the estimated fair values of the liabilities measured on a recurring basis are as follows:

of June 30, 2024

Exercise price

Expected average volatility

dividend yield

interest rate

following table summarizes the changes in the derivative liabilities during the six months ended June 30, 2024:

Fair Value Measurements Using Significant Observable Inputs (Level 3)

Balance - December 31,

Addition of new derivatives recognized as cash received

Settled on issuance of common stock

Change in fair value of derivative liabilities

Balance - June 30, 2024

14 – SUBSEQUENT EVENTS

Subsequent to

March 31, 2024 and through the date that these financials were made available, the Company had the following subsequent events:

April 1, 2024 the Company closed the acquisition of 51% of the issued ordinary shares of QXTEL Limited as it was established in the Shares

Purchase Agreement executed and disclosed in a Form 8-K on January 19, 2024 .

At closing, the Company acquired 51% of the issued ordinary shares of QXTEL Limited.

The purchase price (the “Purchase Price”)

payable to the Seller for the shares is US $5,000,000.

Upon the execution of the Purchase Agreement, on January 19, 2024 we deposited

US $1,500,000 of the Purchase Price into the trust account of a law firm acting as escrow agent (the “Escrow Agent”) as a

nonrefundable deposit to evidence our good faith intention to purchase the shares.

At closing on April 1, 2024, in addition to the US

$1,500,000 with the Escrow Agent that will form part of the Purchase Price, we paid US $1,500,000 in cash and US $2,000,0000 to the Seller,

in the form of a promissory note (the “Promissory Note”).

We have agreed to allow Seller the option to exchange the Promissory

Note for shares of iQSTEL under a formula discounted by 20% of the average closing sales price

for 5 consecutive days on the trading market.

If the Promissory Note is not exchanged for shares, the $2,000,000 will be paid with no

interest in 7 monthly payments of $200,000 each and an eighth payment of $600,000.

June 30, 2024, and through the date that these financials were made available, the Company had the following subsequent events:

On May 10, 2024, the Company entered into a Purchase

2 unchanged sentences

limited liability company (“Lynk Telecom”).

The closing of the Purchase Company Agreement is expected to occur no later than

July 1, 2024, once due diligence has been completed.

The closing of the Purchase Company Agreement is expected to occur, once due

diligence has been completed, during the third quarter of fiscal year 2024, although there are no assurances that the deal will close

Lynk Telecom provides certified business telephone,

8 unchanged sentences

between Lynk Holding and Voyce Telecom.

Once we have paid the $1,500,000 for the acquisition

of Lynk Telecom, and Lynk Telecom has achieved the business goals outlined in the Purchase Company Agreement, under what we refer to as

“Phase I,” we have agreed to lend up to US$1,500,000 to Lynk Telecom, in installments of up to US$100,000 per month, to be

used solely for marketing campaigns, promotion and development of the retail services, according to a business plan that has to be approved

by Lynk Telecom’s board of directors.

The disbursements of this loan will be subject to

the achievements of the quarterly goals set in the business plan of Lynk Telecom.

This retail business plan will have the aim of achieving

the objective of generating a minimum of US$200,000 in operating income per month, with intermediate staggered quarterly goals.

Upon the completion of Phase I, and the business goals

in the Purchase Company Agreement have been achieved, we have agreed to lend Lynk Telecom up to US$1,500,000 in at least three stages,

each of up to US$500,000 per year to help accelerate the amortization of the debt Lynk Holding LLC has with the Voyce Telecom shareholders.

These loans would be linked to compliance with the financial statements for fiscal years 2026, 2027, 2028, 2029 and 2030.

The goals for

these years will be defined posteriori by the parties and approved by Lynk Telecom’s Board of Directors.

The payment of this loan

will be guaranteed with the portion of dividends that correspond to Lynk Holding LLC when Lynk Telecom makes a dividend distribution.

If, as a result of operations, Lynk Telecom does not

reach the projections in the Purchase Company Agreement, and the business plan for the years 2026, 2027, 2028, 2029 and 2030 approved

by Lynk Telecom´s Board of Directors, we may retain the stipulated loan.

If Lynk Telecom surpassed the projections in the Purchase

Company Agreement, we have agreed to true up the purchase price, with details of the true up contained in the Purchase Company Agreement.

Once this Purchase Company Agreement is signed, the

manager of Lynk Telecom, Omar Luna, is expected to enter into a 3-year employment agreement with Lynk Telecom, that will be executed before

the closing date, renewable for a 2-year period to guarantee the operational continuity of Lynk Telecom and the implementation of a business

plan that will lead Lynk Telecom into a productive company with positive net income as established in the Purchase Company Agreement.

Lynk Telecom shall have a Board of Directors composed

of 3 members:

2 of the members shall be appointed by us and the remaining member shall be appointed by the Seller.

The position of President

and Secretary will be reserved for us.

The closing of the Purchase Agreement is subject to,

among other things, Lynk Telecom having prepared all accounting information in accordance with SEC standards in such a manner that any

audit of the Company, if required, may be performed.

we have paid the $1,500,000 for the acquisition of Lynk Telecom, and Lynk Telecom has achieved the business goals outlined in the Purchase

Company Agreement, under what we refer to as “Phase I,” we have agreed to lend up to US$1,500,000 to Lynk Telecom, in installments

of up to US$100,000 per month, to be used solely for marketing campaigns, promotion and development of the retail services, according

to a business plan that has to be approved by Lynk Telecom’s board of directors.

disbursements of this loan will be subject to the achievements of the quarterly goals set in the business plan of Lynk Telecom.

retail business plan will have the aim of achieving the objective of generating a minimum of US$200,000 in operating income per month,

with intermediate staggered quarterly goals.

the completion of Phase I, and the business goals in the Purchase Company Agreement have been achieved, we have agreed to lend Lynk Telecom

up to US$1,500,000 in at least three stages, each of up to US$500,000 per year to help accelerate the amortization of the debt Lynk Holding

LLC has with the Voyce Telecom shareholders.

These loans would be linked to compliance with the financial statements for fiscal years

2026, 2027, 2028, 2029 and 2030.

The goals for these years will be defined posteriori by the parties and approved by Lynk Telecom’s

Board of Directors.

The payment of this loan will be guaranteed with the portion of dividends that correspond to Lynk Holding LLC when

Lynk Telecom makes a dividend distribution.

as a result of operations, Lynk Telecom does not reach the projections in the Purchase Company Agreement, and the business plan for the

years 2026, 2027, 2028, 2029 and 2030 approved by Lynk Telecom´s Board of Directors, we may retain the stipulated loan.

Telecom surpassed the projections in the Purchase Company Agreement, we have agreed to true up the purchase price, with details of the

true up contained in the Purchase Company Agreement.

this Purchase Company Agreement is signed, the manager of Lynk Telecom, Omar Luna, is expected to enter into a 3-year employment agreement

with Lynk Telecom, that will be executed before the closing date, renewable for a 2-year period to guarantee the operational continuity

of Lynk Telecom and the implementation of a business plan that will lead Lynk Telecom into a productive company with positive net income

as established in the Purchase Company Agreement.

Telecom shall have a Board of Directors composed of 3 members:

2 of the members shall be appointed by us and the remaining member shall

be appointed by the Seller.

The position of President and Secretary will be reserved for us.

closing of the Purchase Agreement is subject to, among other things, Lynk Telecom having prepared all accounting information in accordance

with SEC standards in such a manner that any audit of the Company, if required, may be performed.

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