SecProbe.io

June 11, 2019
Leandro Iglesias
Chief Executive Officer
iQSTEL Inc.
300 Aragon Avenue, Suite 375
Coral Gables, FL 33134
Re:iQSTEL Inc.
Offering Statement on Form 1-A/A
Filed on June 3, 2019
File no. 024-10950
Dear Mr. Iglesias:
            We have reviewed your amended offering statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your offering statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your offering statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our April 3, 2019 letter.
Offering Statement on Form 1-A/A, filed on June 3, 2019
Dilution, page 26
1.Net tangible book value is calculated by subtracting total liabilities from total tangible
assets.  We note as of March 31, 2019 you had a net tangible deficit.  Please revise your
calculations of net tangible book value/deficit and dilution accordingly, and clearly
indicate in your disclosures that you have a net tangible deficit, not book value.
Financial Statements, page F-1
2.We note your response to comment 4.  Notwithstanding your intended use of the proceeds
from your offering, you are required under Rule 8-04 of Regulation S-X to include in your
filing the financial statements of businesses that are probable of being acquired.

 FirstName LastNameLeandro Iglesias
 Comapany NameiQSTEL Inc.
 June 11, 2019 Page 2
 FirstName LastName
Leandro Iglesias
iQSTEL Inc.
June 11, 2019
Page 2
General
3.We note that, in response to prior comments 3 and 6, you have removed all references to
the acquisition of SwissLink Carrier AG from the offering circular because no proceeds
from the offering will be used to fund the acquisition. Please note that, since the
SwissLink acquisition appears to be material, you must disclose the existence and terms of
the definitive purchase agreement whether or not you use any offering proceeds to fund
the acquisition. Therefore, please revise to disclose the material terms of the purchase
agreement for SwissLink in an appropriate section of your offering circular and file the
agreement as an exhibit to the offering statement.
            You may contact Christie Wong, Staff Accountant, at 202-551-3684, or Robert S.
Littlepage, Accounting Branch Chief, at 202-551-3361, if you have questions regarding
comments on the financial statements and related matters.  Please contact Paul Fischer, Staff
Attorney, at 202-551-3415, or Kathleen Krebs, Special Counsel, at 202-551-3350, with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Telecommunications
cc:       Scott Doney