SecProbe.io

United States securities and exchange commission logo
January 13, 2023
Leandro Iglesias
Chief Executive Officer
iQSTEL Inc.
601 E. Charleston Blvd. Ste. 100
Las Vegas, NV 89104
Re:iQSTEL Inc.
Registration Statement on Form S-1
Filed December 16, 2022
File No. 333-268856
Dear Leandro Iglesias:
            We have limited our review of your registration statement to those issues we have
addressed in our 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 registration 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 registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-1 filed December 16, 2022
Prospectus Summary, page 1
1.Please clarify the percentage of revenue that is generated from your four business lines for
all periods presented: (i) telecom division; (ii) fintech business line; (iii) blockchain
platform business line; and (iv) electric vehicle business line.
2.We note that the Mobile App/Wallet includes the ability to buy/sell crypto.  Please revise
as follows:

•affirmatively identify all of the crypto assets that you hold or transact in;
•discuss your intentions to hold or transact in any other crypto assets and update this
disclosure in future filings as appropriate;
•describe your process, if any, for analyzing whether a particular crypto asset that

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 Comapany NameiQSTEL Inc.
 January 13, 2023 Page 2
 FirstName LastNameLeandro Iglesias
iQSTEL Inc.
January 13, 2023
Page 2
you intend to hold or transact in is a "security" within the meaning of Section 2(a)(1)
of the Securities Act. Disclose that this is a risk-based judgment and does
not constitute a legal determination binding on regulators or the courts; and
•expand your risk factors to describe the specific potential consequences to you and
to investors if it is subsequently determined that you have participated in
the unregistered issuance or distribution of securities, including the specific risks
inherent in your business model that may necessitate corrective measures as a result
of judicial or regulatory actions. Prominently disclose this risk in the Summary.
Risk Factors, page 2
3.With the digital wallet offered by Global Money One and customers' ability to "Buy/Sell
Crypto" on the platform, describe any material risks related to safeguarding your, your
affiliates’, or your customers’ crypto assets. Describe any material risks to your business
and financial condition if your policies and procedures surrounding the safeguarding of
crypto assets, conflicts of interest, or comingling of assets are not effective.
4.To the extent material, describe any gaps your board or management have identified with
respect to risk management processes and policies in light of current crypto asset market
conditions as well as any changes they have made to address those gaps.
5.To the extent material, describe any of the following risks due to disruptions in the crypto
asset markets:
•Risk from depreciation in your stock price.
•Risk of loss of customer demand for your products and services.
•Financing risk, including equity and debt financing.
•Risk of increased losses or impairments in your investments or other assets.
•Risks of legal proceedings and government investigations, pending or known to be
threatened, in the United States or in other jurisdictions against you or your affiliates.
•Risks from price declines or price volatility of crypto assets.
Business, page 22
6.Please disclose the manner in which digital wallets are stored on behalf of third parties or
customers. For example, disclose whether the wallets are stored in cold storage, or are
connected to the internet.
7.If material to an understanding of your business, discuss any steps you take to safeguard
your customers’ crypto assets and describe any policies and procedures that are in place to
prevent self-dealing and other potential conflicts of interest, particularly in the digital
wallet through Global Money One.  Describe any policies and procedures you have
regarding the commingling of assets, including customer assets, your assets, and those of
affiliates or others.  Identify what material changes, if any, have been made to your
processes in light of the current crypto asset market disruption.
8.Provide disclosure of any significant crypto asset market developments material to

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 Comapany NameiQSTEL Inc.
 January 13, 2023 Page 3
 FirstName LastNameLeandro Iglesias
iQSTEL Inc.
January 13, 2023
Page 3
understanding or assessing your business, financial condition and results of operations, or
share price since your last reporting period, including any material impact from the price
volatility of crypto assets. For example, provide disclosure pertaining to the Fintech
business line, Global Money One, and the impact of recent market events on the
company's digital wallet offering.
General
9.We note that the company issued a press release on November 7, 2022 that it has “begun
the application process to dual list its shares on Upstream."  Please disclose whether a
listing on Upstream is a condition to this offering and what security is being listed on
Upstream (i.e., common stock or tokenized equity).  Disclose whether Upstream is a
registered exchange and in what jurisdiction and the risks and uncertainties with listing on
this exchange, including any restrictions on investors in this offering.  Tell us the status of
your listing application process on Upstream.
10.We note that the Upstream website allows trading of tokenized equity of certain
companies.  Please clarify whether you intend to list the tokenized equity on Upstream.  If
so, provide a materially complete description of the tokenized shares and the process by
which shareholders exchange their common shares for the tokenized shares, including the
entire lifecycle from the initial exchange of common shares for tokenized shares through
the exchange back into common shares.  Include the company’s legal analysis as to the
characterization of the tokenized equity and whether it is the same class as the common
shares, a different class of common stock, or a security based swap.  Provide a detailed
explanation of how such securities are the same as the issued and outstanding shares of
common stock already registered, as well as how such shares compare in regards to
transferability and the role of the transfer agent, whether on Upstream or otherwise. In
your response, please explain the role of MERJ Depository and Registry Limited and how
it interacts with the company’s U.S. transfer agent, and also address how any "tokenized
equity" is held on Upstream through MERJ Depository and Registry Limited (e.g.,
whether through a shareholder's wallet or an omnibus wallet).
11.We note that the press release indicates that shareholders are eligible to receive digital
dividends. Explain whether you are planning to offer digital dividends to shareholders and
disclose the process for distribution of digital dividends, including whether the digital
dividends will be limited to those who hold the tokenized shares.
12.Please clarify whether there could be discrepancies between the trading prices of common
shares on Nasdaq and the tokenized shares on Upstream, whether resulting from different
liquidity in the markets or otherwise.
13.Please clarify what information is publicly available about the trading activity that occurs
on Upstream and, in particular, what information holders of common shares would have
about the trading on Upstream before making a decision to exchange their common shares
for tokenized shares.

 FirstName LastNameLeandro Iglesias
 Comapany NameiQSTEL Inc.
 January 13, 2023 Page 4
 FirstName LastName
Leandro Iglesias
iQSTEL Inc.
January 13, 2023
Page 4
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Marion Graham, Law Clerk, at 202-551-6521 or Jan Woo, Legal Branch
Chief, at 202-551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Scott Doney