What changed in this filing

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Item 2. Management’s Discussion and Analysis

2024-08-14 compared with 2024-05-15 · 243 added, 223 removed, 41 unchanged (92% of the section changed)

Management’s Discussion and Analysis

of Financial Condition and Results of Operations

Forward-Looking Statements

Certain statements, other than

purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating

results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of

the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities

Exchange Act of 1934.

These forward-looking statements generally are identified by the words “believes,” “project,”

“expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,”

“may,” “will,” “would,” “will be,” “will continue,” “will likely result,”

and similar expressions.

We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements

contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those

safe-harbor provisions.

Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties

which may cause actual results to differ materially from the forward-looking statements.

Our ability to predict results or the actual

effect of future plans or strategies is inherently uncertain.

Factors which could have a material adverse effect on our operations and

future prospects on a consolidated basis include, but are not limited to:

changes in economic conditions, legislative/regulatory changes,

availability of capital, interest rates, competition, and generally accepted accounting principles.

These risks and uncertainties should

also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

We undertake no

obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Further information concerning our business, including additional factors that could materially affect our financial results, is included

herein and in our other filings with the SEC.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking

statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives,

and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements”

within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E

of the Securities Exchange Act of 1934.

These forward-looking statements generally are identified by the words “believes,”

“project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,”

“plan,” “may,” “will,” “would,” “will be,” “will continue,” “will

likely result,” and similar expressions.

We intend such forward-looking statements to be covered by the safe-harbor provisions

for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for

purposes of complying with those safe-harbor provisions.

Forward-looking statements are based on current expectations and assumptions

that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements.

Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain.

Factors which could have a

material adverse effect on our operations and future prospects on a consolidated basis include, but are not limited to:

changes in economic

conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles.

These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed

on such statements.

We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new

information, future events or otherwise.

Further information concerning our business, including additional factors that could materially

affect our financial results, is included herein and in our other filings with the SEC.

(www.iqstel.com) is a technology company

with a presence in 19 countries and 70 employees that is offering leading-edge services through its business divisions.

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

Our Telecom Division, which

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Etelix (www.etelix.com), SwissLink Carrier (www.swisslink-carrier.com), Smartbiz Telecom (www.smartbiztel.com),

Whisl Telecom (www.whisl.com), IoT Labs (www.iotlabs.mx), and QGlobal SMS (www.qglobalsms.com).

Our developing Fintech Business

Line (www.globalmoneyone.com) (www.maxmo.vip) offers a complete Fintech ecosystem MasterCard Debit Card, US Bank Account (No SSN Needed),

Mobile App/Wallet (Remittances, Mobile Top Up).

Our Fintech subsidiary, Global Money One, is to provide immigrants access to reliable

financial services that makes it easier to manage their money and stay connected with their families back home.

Our developing BlockChain

Platform Business Line (www.itsbchain.com) offers our proprietary Mobile Number Portability Application (MNPA) to serve the in-country

portability needs through its subsidiary, itsBchain.

Whisl Telecom (www.whisl.com), IoT Labs (www.iotlabs.mx), QGlobal SMS (www.qglobalsms.com), and QXTEL Limited (www.qxtel.com).

Also under the Telecom

Division, our developing BlockChain Platform Business Line (www.itsbchain.com) offers our proprietary Mobile Number Portability Application

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

Our developing Fintech

Business Line (www.globalmoneyone.com) (www.maxmo.vip) offers a complete Fintech ecosystem MasterCard Debit Card, US Bank Account (No

SSN Needed), Mobile App/Wallet (Remittances, Mobile Top Up).

Our Fintech subsidiary, Global Money One, is to provide immigrants access

to reliable financial services that makes it easier to manage their money and stay connected with their families back home.

Our developing Electric Vehicle

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EVOSS is also working on the development of an EV Mid Speed Car to serve the niche of the 2nd car in the family.

Our Artificial Intelligence

(AI)-Enhanced Metaverse Division (information and content) (www.realityborder.com) is currently developing a groundbreaking 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.

features include up to four simultaneous video screens for versatile content presentation, various virtual halls such as the main hall,

home hall, auditorium, exhibition space, shopping center, and meeting rooms.

Stands for mobile application downloads, clickable gates

for immediate purchasing, and direct communication tools are seamlessly integrated to foster collaboration, engagement, and interactivity.

Our developing Artificial

Intelligence (AI)-Enhanced Metaverse Division (information and content) (www.realityborder.com) is currently developing a groundbreaking

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

The features include up to four simultaneous video screens for versatile content presentation, various virtual halls such as the

main hall, home hall, auditorium, exhibition space, shopping center, and meeting rooms.

Stands for mobile application downloads, clickable

gates for immediate purchasing, and direct communication tools are seamlessly integrated to foster collaboration, engagement, and interactivity.

It goes beyond traditional virtual spaces by utilizing cutting-edge AI technology.

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connectivity, and collaboration like never before.

Our metaverse leverages advanced

AI to introduce Non-Player Characters (NPCs) that significantly enhance user engagement and functionality within virtual environments.

metaverse leverages advanced AI to introduce Non-Player Characters (NPCs) that significantly enhance user engagement and functionality

within virtual environments.

These NPCs are not mere static elements;

rather, they are powered by OpenAI's latest language models, enabling dynamic interaction with

This AI-driven interaction allows NPCs to serve as sales and brand assistants, guiding users through immersive experiences that

can extend to purchasing products from external websites.

Furthermore, these intelligent agents can control access to gated spaces within

the metaverse based on user interactions, showcasing a personalized approach to user experience.

A key innovation in our AI

implementation is the NPCs' ability to autonomously make decisions based on their understanding of user interactions.

This is achieved

through state-of-the-art natural language processing and understanding capabilities, which are supported in seven languages.

Additionally,

our NPCs utilize advanced text-to-speech and speech-to-text technologies to facilitate seamless communication with users across diverse

linguistic backgrounds.

The incorporation of "function call" features further enhances the NPCs' ability to perform complex

tasks and interact meaningfully with the environment and the users.

Our reference to our technology

as "cutting-edge" is grounded in our commitment to continuous improvement and innovation.

We consistently integrate the latest

advancements in AI, particularly in the areas of chatbots, language understanding, and user interaction technologies.

This ensures that

our metaverse remains at the forefront of AI application in virtual spaces, offering an unparalleled user experience that goes beyond

traditional virtual environments.

We are currently in an advanced

phase of development, with ongoing enhancements to AI functionalities and user interaction models.

Our team is dedicated to exploring

and implementing the latest AI technologies to ensure that our metaverse remains a leading example of innovation in virtual space technology.

The information

contained on our websites is not incorporated by reference into this prospectus and should not be considered part of this or any other

report filed with the SEC.

Results of Operations

Our total revenue reported for the three months ended

March 31, 2024 was $51,414,878, compared with $24,666,529 for the three months ended March 31, 2023.

These numbers reflect an increase

of 108% quarter over quarter on our consolidated revenues.

When looking at the numbers

by subsidiary, we have the following breakout for the three months ended March 31, 2024 compared to the three months ended March 31,

Three Months Ended

March 31, 2024

Three Months Ended

March 31, 2023

rather, they are powered by OpenAI's latest language models, enabling

dynamic interaction with users.

This AI-driven interaction allows NPCs to serve as sales and brand assistants, guiding users through

immersive experiences that can extend to purchasing products from external websites.

Furthermore, these intelligent agents can control

access to gated spaces within the metaverse based on user interactions, showcasing a personalized approach to user experience.

key innovation in our AI implementation is the NPCs' ability to autonomously make decisions based on their understanding of user interactions.

This is achieved through state-of-the-art natural language processing and understanding capabilities, which are supported in seven languages.

Additionally, our NPCs utilize advanced text-to-speech and speech-to-text technologies to facilitate seamless communication with users

across diverse linguistic backgrounds.

The incorporation of "function call" features further enhances the NPCs' ability to

perform complex tasks and interact meaningfully with the environment and the users.

reference to our technology as "cutting-edge" is grounded in our commitment to continuous improvement and innovation.

We consistently

integrate the latest advancements in AI, particularly in the areas of chatbots, language understanding, and user interaction technologies.

This ensures that our metaverse remains at the forefront of AI application in virtual spaces, offering an unparalleled user experience

that goes beyond traditional virtual environments.

are currently in an advanced phase of development, with ongoing enhancements to AI functionalities and user interaction models.

is dedicated to exploring and implementing the latest AI technologies to ensure that our metaverse remains a leading example of innovation

in virtual space technology.

information contained on our websites is not incorporated by reference into this prospectus and should not be considered part of this

or any other report filed with the SEC.

of Operations

total revenue reported for the three months ended June 30, 2024 was $78,635,764, compared with $32,824,829 for the three months ended

June 30, 2023.

These numbers reflect an increase of 139.56% quarter over quarter on our consolidated revenues.

Our total revenue reported

for the six months ended June 30, 2024 was $130,050,642, compared with $57,491,358 for the six months ended June 30, 2023;

looking at the numbers by subsidiary, we have the following breakout for the three and six months ended June 30, 2024 compared to the

three and six months ended June 30, 2023:

Revenue for the Three Months Ended June

Revenue for the Six Months Ended June

Etelix.com USA, LLC

SwissLink Carrier AG

The continued growth of our

revenue is the result of the development of our business strategy, which includes the strengthening of our commercial and operating activities

and expanding the synergies among our subsidiaries.

We expect that our revenue will continue to grow consistently

over the coming quarters until reaching a projected total of +$250,000,000 by the end of 2024.

Cost of Revenues

Our total cost of revenues for the three months ended

March 31, 2024 increased to $50,035,852, compared with $23,449,793 for the three months ended March 31, 2023.

When looking at the numbers

by subsidiary, we have the following breakout for the three months ended March 31, 2024 compared to the three months ended March 31, 2023:

Cost of Revenue

Three Months Ended

March 31, 2024

Cost of Revenue

Three Months Ended

March 31, 2023

Smartbiz Telecom

Whisl Telecom

QXTEL Limited

$ 130,050,642

The increase in revenue is due to an increment

in the commercial efforts and the result of commercial synergies amongst all companies.

The organic growth during the three-months ended

June 30, 2024 was 60% of the total revenue for that period, while the newly acquired company QXTEL Limited contributed with 40% of the

total revenue.

When looking at the figures for the six months

ended June 30, 2024, the organic growth was 76%, while QXTEL Limited contributed 24%.

We consider organic growth the revenues reported

by our existing subsidiaries;

including Etelix, SwissLink, QGlobal, IoT Labs, Smartbiz and Whisl.

continued growth of our revenue is the result of the development of our business strategy, which includes the strengthening of our commercial

and operating activities and new acquisitions.

total cost of revenue for the three months ended June 30, 2024 increased to $76,472,140, compared with $32,040,363 for the three months

ended June 30, 2023.

Our total cost of revenue for the six months ended June 30, 2024 increased to $126,507,992, compared with $55,490,156

for the six months ended June 30, 2023.

looking at the numbers by subsidiary, we have the following breakout for the three and six months ended June 30, 2024 compared to the

three and six months ended June 30, 2023:

Cost of Revenue for the Three Months Ended June

Cost of Revenue for the Six Months Ended June

Etelix.com USA, LLC

SwissLink Carrier AG

Our cost of revenues consists of direct charges from

vendors that the Company incurs to deliver services to its customers.

These costs primarily consist of usage charges for calls and SMS

terminated in vendor networks.

The behavior in the costs shows a logical correlation

with the behavior of the revenue commented on above.

We have reached a higher volume of sales and every additional unit sold (minutes

and SMS) has its corresponding termination cost.

Our gross margin, which is simply the difference between our

revenues and our cost of sales, discussed above, was $1,379,026 for the three months ended March 31, 2024 compared to $1,216,736 for

the three months ended March 31, 2023.

This represents an increase of 13.34% in the gross margin quarter over quarter.

We expect our gross margin will increase through the increment in the revenue

associated with the SMS businesses offered by QGlobal SMS, whose margin is greater than 25%, compared to the margins of the wholesale

voice business of 3% average.

While our revenue associated with voice services grew 187% when comparing the three months ended on March

31, 2024 to the three months ended on March 31, 2023, the revenue of QGlobal SMS grew 332% in the same period.

Operating Expenses

Operating expenses increased to $1,562,478 for the

three months ended March 31, 2024 from $1,534,266 for the three months ended March 31, 2023.

The detail by major category is reflected

in the table below.

Three Months Ended

Smartbiz Telecom

Whisl Telecom

QXTEL Limited

$ 126,507,992

cost of revenue consists of direct charges from vendors that the Company incurs to deliver services to its customers.

These costs primarily

consist of usage charges for calls and SMS terminated in vendor’s network.

behavior in the costs shows a logical correlation with the behavior of the revenue commented above.

We have reached a higher volume of

sales and every additional unit sold (minutes and SMS) has its corresponding termination cost.

The Consolidated Gross Margin for the three months

ended June 30, 2024 was 2.75%, which compared to 2.39% for the three months ended June 30, 2023 represents an increase in our consolidated

Gross Margin of 15.13%.

Consolidated Gross Margin for the six months ended June 30, 2024 was 2.72%, which compared to 3.48% for the six months ended June 30,

The decrease in the Gross Margin is due to the

decrease in the margins of voice services, which is an expected trend in the industry.

To offset this trend, the Company has implemented

a plan to modify the composition of the product portfolio by increasing SMS businesses that have increasing margins.

As an example, we

can indicate that for the six months ended on June 30, 2024, the contribution to the margin of the SMS business with respect to the total

was 24% compared to only 8% for the same period in 2023.

With the incorporation of QXTEL and the increase in the QGlobal SMS business,

the gross margin of our SMS services portfolio increased by 297% when comparing the figures of June 2024 vs.

Operating expenses, consisting entirely of general

and administrative expenses, increased to $2,505,727 for the three months ended June 30, 2024 from $1,037,184 for the three months ended

June 30, 2023.

Operating expenses, consisting entirely of general and administrative expenses, increased to $4,068,205 for the six months

ended June 30, 2024 from $2,571,450 for the six months ended June 30, 2023.

The detail by major category for the six months ended June

30, 2024 and 2023 is reflected in the table below.

Six Months Ended June 30,

Salaries, Wages and Benefits

Professional Fees

Legal and Regulatory

Travel and Events

Legal & Regulatory

Travel & Events

Bank Services and Fees

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Stock-based compensation

Total Operating Expenses

When looking at the numbers

by subsidiary, we have the following breakout for the three months ended March 31, 2024 compared to the three months ended March 31, 2023:

Three Months Ended

Total Operating Expense

looking at the numbers by subsidiary, we have the following breakout for the six months ended June 30, 2024 compared to the six months

ended June 30, 2023:

Six Months Ended June 30,

Global Money One

The most significant differences are:

(1) the increase

in Professional Fees;

(2) the increases in technology expenses related to the deployment and upgrade of the Switching platform to allocate

This platform is currently used by SwissLink and Etelix;

and (3) the increase in Public Cost.

We are continually identifying operational synergies

among all of our subsidiaries to be more cost efficient.

We are currently making investments in the development of a unique voice switching

platform that will allow us to reduce costs between fifty and sixty thousand dollars per quarter.

Operating Income

The Company showed negative Operating Income for the

three months ended March 31, 2024 of $183,452 compared with a negative result of $317,530 for the three months ended March 31, 2023.

Even though the Company showed negative Operating

Income, the number shows a trend of significant improvement year over year.

Our Telecom Division, which is the one generating

revenue at the present time, generated positive Operating Income.

The expenses of our Pre-revenue companies are set at the minimum required

to finish the development of the product/services prior to market launch.

Smartbiz Telecom

Whisl Telecom

QXTEL Limited

the three months ended June 30, 2024 we were consolidating QXTEL from April 1 to June 30.

This new subsidiary was not present before

the mentioned period which explains 44% of the total $1,496,755 expense increase in the total consolidated figures for 2024 compared

to the same period in 2023.

The Company had an operating loss for the three

months ended June 30, 2024 of $342,103 compared with an operating loss of $252,718 for the three months ended June 30, 2023.

The Company had an operating loss for the six

months ended June 30, 2024 of $525,555 compared with an operating loss of $570,248 for the six months ended June 30, 2023.

Our Telecom Division, the division presently generating

revenue, has operating income when presented separately from the rest of our Company.

The expenses of our pre-revenue companies are set

at the minimum required to finish the development of the product/services prior to market launch.

When comparing the tables below, we

can see a tremendous evolution of our telecom division comparing the revenues, gross profit and operating income for the three and six

months ended June 30, 2024 versus the same periods of year 2023.

As we have indicated on several occasions, our strategy is to strengthen

our telecommunications division so that it can serve as a lever for the development of new lines of business.

Telecom Division

Cost of revenues

Pre-revenue companies

Three Months Ended June 30, 2024

Six Months Ended June 30, 2024

Three Months Ended June 30, 2024

Six Months Ended June 30, 2024

Three Months Ended June 30, 2024

Six Months Ended June 30, 2024

Three Months Ended June 30, 2024

Six Months Ended June 30, 2024

Cost of revenue

Operating expenses

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Operating income/(loss)

The reason why there are practically no operating

expenses associated with the Fintech project is because the product development has already been completed.

The Company is working on

the design of the marketing and sales strategy for the start of commercial activities.

Other Expenses/Other Income

We had other expenses of $396,764 for the three months

ended March 31, 2024, as compared with other income of $158,708 for the same period ended 2023.

The other expenses in 2024 are largely

due to $365,474 in Interest Expense associated with the financing for the acquisition of QXTEL, which allows us to drive the organic growth

of the company.

Our other income in 2023 was largely due to the positive change in fair value of derivative liabilities.

finished the three months ended March 31, 2024 with a net loss of $580,216, as compared to a loss of $158,822 during the three months

ended March 31, 2023.

The net loss as of March 31, 2024 is highly impacted by interest expense incurred in the acquisition of QXTEL;

the increase in the Company's value and the beneficial effects of this acquisition could be observed in the consolidated proformas that

were presented in conjunction with the acquisition of QXTEL .

QXTEL is expecting to add over eighty million dollars

in annual revenues and net income around one million dollars per year.

Telecom Division

Pre-revenue companies

Three Months Ended June 30, 2023

Six Months Ended June 30, 2023

Three Months Ended June 30, 2023

Six Months Ended June 30, 2023

Three Months Ended June 30, 2023

Six Months Ended June 30, 2023

Three Months Ended June 30, 2023

Six Months Ended June 30, 2023

Cost of revenue

Operating expenses

General and administration

Total Operating Expenses

Operating income/(loss)

Expenses/Other Income

We had other expenses of $1,556,509 for the three

months ended June 30, 2024, as compared with other income of $91,074 for the same period ended 2023.

We had other expenses of $1,953,273

for the six months ended June 30, 2024, as compared with other income of $249,782 for the same period ended 2023.

The increase in other

expenses is mainly due to the change in the fair value of derivative liabilities, and the interest expenses incurred.

Both concept are

related to the financing structure put in place for the acquisition of QXTEL Limited, which has had a positive impact in the revenues

and operating income of the Telecom Division, and also a positive impact in our balance sheet.

We finished the three months ended June 30, 2024 with

a loss of $1,963,887, as compared to a loss of $161,644 during the three months ended June 30, 2023.

We finished the six months ended

June 30, 2024 with a loss of $2,544,103, as compared to a loss of $320,466 during the six months ended June 30, 2023.

The net results of the periods reported are highly

impacted by the expenses in the holding entity (iQSTEL), which has a high component of interest and other financial expenses related

to the funds borrowed for the acquisition of QXTEL Limited.

Liquidity and Capital Resources

As of March 31, 2024, we had total current assets

of $15,619,755 and current liabilities of $13,484,660, resulting in a positive working capital of $2,135,095 and a current ratio of approximately

This compares to working capital of $1,878,228 at December 31, 2023.

The positive evolution of our working capital is an

indicator that the company's capital resources allow us to cover operating costs more easily every day and finance organic growth.

Our operating activities used $536,888 for the three

months ended March 31, 2024 as compared with $197,163 provided in operating activities in the three months ended March 31, 2023.

flow from operations varies depending on our operating results and the timing of operating cash receipts and payments, specifically trade

accounts receivable and trade accounts payable.

Investing activities used $1,622,892 for the

three months ended March 31, 2024 as compared with $142,947 for the three months ended March 31, 2023.

Uses of funds in investing activities

in 2024 consisted primarily of the first payment of $1,500,000 for the acquisition of QXTEL in January 2024.

Uses of funds on investing

activities in 2023 were primarily the acquisition of property and equipment and the issuance of a related party loan.

Financing activities provided $3,522,683 in the three

months ended March 31, 2024 compared with $390,994 provided in the three months ended March 31, 2023.

Our positive financing cash flow

in 2024 was largely the result of the financing secured to complete the acquisition of QXTEL.

As of June 30, 2024, we had total current assets

of $17,220,260 and current liabilities of $22,200,638, resulting in a negative working capital of $4,980,378.

This negative working capital

is driven largely by the $3,555,006 of current convertible notes, derivative liabilities of $976,187 and contingent liability for the

acquisition of QXTEL of $1,000,000.

Our operating activities used $3,151,688 in the six

months ended June 30, 2024 as compared with $721,400 used in operating activities in the six months ended June 30, 2023.

operating cash flow for both periods is a result of our net loss and changes in operating assets and liabilities.

Investing activities used $2,720,197 for

the six months ended June 30, 2024 compared to $279,086 used during the same period of year 2023.

For the six months ended June 30, 2024

the use of funds in investing activities consisted primarily of the acquisition of QXTEL Limited.

Financing activities provided $5,306,444 in the six

months ended June 30, 2024 compared with $790,994 provided in the six months ended June 30, 2023.

Our positive financing cash flow in

was largely the result of the net proceeds from the exercise of an option in the amount of $400,000.

Our current financial condition has improved

significantly.

However, we intend to fund operations through increased sales and debt and/or equity financing arrangements, to strengthen

our liquidity and capital resources.

There can be no assurance that we will be successful in raising additional funding.

If we are not

able to secure additional funding, the implementation of our business plan will be impaired.

There can be no assurance that such additional

financing will be available to us on acceptable terms or at all.

Although our operations are influenced by general

economic conditions, we do not believe that inflation had a material effect on our results of operations during the three-month period

ended March 31, 2024.

Critical Accounting Polices

accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires

management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of

matters that are inherently uncertain.

2024 is mainly the result of proceeds from loans, and proceeds from convertible notes.

We intend to fund operations through increased sales

and debt and/or equity financing arrangements to strengthen our liquidity and capital resources.

We also plan to seek additional financing

in public and private equity offering to secure funding for operations.

There can be no assurance that we will be successful in raising

additional funding.

If we are not able to secure additional funding, the implementation of our business plan will be impaired.

be no assurance that such additional financing will be available to us on acceptable terms or at all.

our operations are influenced by general economic conditions, we do not believe that inflation had a material effect on our results of

operations during the six-month period ended June 30, 2024.

Accounting Polices

“critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and

results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates

about the effect of matters that are inherently uncertain.

accounting policies are discussed in detail in the footnotes to our financial statements included in this Quarterly Report on Form 10-Q

for the three months ended March 31, 2024;

however, we consider our critical accounting policies to be those related to allowance for

doubtful accounts, valuation of long-lived assets, and income taxes.

Management bases its estimates and judgments on historical experience

and other factors that are believed to be reasonable under the circumstances.

for the six months ended June 30, 2024;

however, we consider our critical accounting policies to be those related to allowance for doubtful

accounts, valuation of long-lived assets, and income taxes.

Management bases its estimates and judgments on historical experience and

other factors that are believed to be reasonable under the circumstances.

Actual results may differ from these estimates under different

2 unchanged sentences

accounting policies.

Off Balance Sheet Arrangements

As of March 31, 2024, there were no off-balance sheet

arrangements.

Recent Accounting Pronouncements

We do not expect the adoption of recently issued accounting

pronouncements to have a significant impact on our results of operation, financial position, or cash flow.

Quantitative and Qualitative Disclosures

About Market Risk

We are a smaller reporting company and are not required

to provide the information under this item pursuant to Regulation S-K.

Balance Sheet Arrangements

of June 30, 2024, there were no off-balance sheet arrangements.

Accounting Pronouncements

do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operation, financial

position, or cash flow.

Quantitative and Qualitative Disclosures About Market Risk

are a smaller reporting company and are not required to provide the information under this item pursuant to Regulation S-K.

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 2. Management’s Discussion and Analysis