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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

☒	ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended December 31, 2024
	For the fiscal year ended December 31, 2025
☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from _________ to ________
	Commission file number: 000-55984
	Commission file number: 001-42644

IQSTEL Inc.
(Exact name of registrant as specified in its charter)
Nevada	45-2808620
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
300 Aragon Avenue, Suite 375 Coral Gables, FL	33134
(Address of principal executive offices)	(Zip Code)
Registrant’s telephone number: (954) 951-8191

Securities registered under Section 12(b) of the Exchange Act:
Title of each class	Name of each exchange on which registered
none	not applicable
Securities registered under Section 12(g) of the Exchange Act:
Title of each class
Common Stock, par value of $0.001

Securities registered under Section 12(b) of the Exchange Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock		IQST		The Nasdaq Capital Market



Securities registered under Section 12(g) of the Exchange Act:
Title of each class
Common Stock, par value of $0.001

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]

Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company.

☐ Large accelerated filer	☐ Accelerated filer
☒ Non-accelerated Filer	☒ Smaller reporting company
	☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. [ ]

~~Indicate~~If bysecurities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the ~~registrant~~financial isstatements aof ~~shell~~the ~~company~~registrant ~~(as~~included ~~defined~~ in ~~Rule~~the ~~12b-2~~filing ofreflect the ~~Exchange~~correction ~~Act)~~of an error to previously issued financial statements. [ ]

~~Yes~~Indicate [by ]check mark whether any of those error corrections are Norestatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). [X ]

~~State~~Indicate ~~the aggregate market value of the voting and non-voting common equity held~~ by ~~non-affiliates~~check ~~computed~~mark bywhether ~~reference to~~ the ~~price~~registrant atis ~~which the~~a ~~common~~shell ~~equity was last sold, or the average bid and asked price of such common equity,~~ company (as ofdefined ~~the~~in ~~last~~Rule ~~business~~12b-2 ~~day~~ of the ~~registrant’s most~~Exchange ~~recently~~Act). ~~completed~~Yes ~~second~~[ ~~fiscal~~] ~~quarter $30,555,138.~~No [X]

~~Indicate~~State the ~~number~~ ofaggregate ~~shares~~market ~~outstanding~~value of ~~each~~the ofvoting and non-voting common equity held by non-affiliates computed by reference to the ~~registrant’s~~price ~~classes~~at ofwhich the common ~~stock,~~equity aswas oflast sold, or the ~~latest~~average ~~practicable~~bid ~~date~~and ~~210,710,170~~asked price of such common ~~shares~~equity, as of ~~March~~the ~~24,~~last ~~2025~~business day of the registrant’s most recently completed second fiscal quarter $33,157,217.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date 5,070,743 common shares as of March 31, 2026.

Table of Contents

TABLE OF CONTENTS

		Page
PART I
Item 1.	Business	3
Item 1A.	Risk Factors	12
Item 1B.	Unresolved Staff Comments	2627
Item 1C.	Cybersecurity	2628
Item 2.	Properties	2728
Item 3.	Legal Proceedings	2728
Item 4.	Mine Safety Disclosures	2728
PART II
Item 5.	Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities	2829
Item 6.	[Reserved]	30
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30
Item 8.	Financial Statements and Supplementary Data	3539
Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure	3640
Item 9A.	Controls and Procedures	3640
Item 9B.	Other Information	3741
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	3741
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	3842
Item 11.	Executive Compensation	4247
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	4549
Item 13.	Certain Relationships and Related Transactions, and Director Independence	4650
Item 14.	Principal Accountant Fees and Services	4651
PART IV
Item 15.	Exhibits, Financial Statement Schedules	4752
Item 16.	Form 10-K Summary	4853

Table of Contents

PART I

Forward-Looking Statements

~~Except for~~This ~~statements of historical fact, some information in this~~ Annual Report on Form 10-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange ~~that~~Act of 1934, as amended. These statements relate to future events or our future financial performance and involve ~~substantial~~known and unknown risks, uncertainties, and ~~uncertainties~~other factors that may cause our actual results, levels of activity, performance, or achievements to differ materially from any future results, levels of activity, performance, or achievements expressed or implied by these forward-looking statements. ~~You~~All statements other than statements of historical facts are forward-looking statements. In some cases, you can identify these forward-looking statements by words such as “may,” “will,” “should,” “anticipate,” “estimate,” “plans,” “potential,” “projects,” “continuing,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend” or the negative of these words or other variations on these words or comparable terminology. The statements that contain these or similar words should be read carefully because these statements discuss our future expectations, contain projections of our future results of operations or of our financial position, or state other forward-looking information. These ~~risks~~ forward-looking statements include, by way of example and not in limitation:

•§ ~~the~~our ~~uncertainty~~expectations ofregarding ~~profitability~~future ~~based~~revenue ~~upon~~growth, including contributions from our ~~history~~telecom, offintech ~~losses;~~(e.g., GlobeTopper digital gift card platform), and developing AI and blockchain initiatives;

•§ ~~legislative~~our orability ~~regulatory~~to ~~changes~~integrate ~~concerning~~recent ~~telecommunications;~~acquisitions (such as QXTEL and GlobeTopper) and realize anticipated synergies or cost efficiencies;

•§ ~~risks~~our ~~related~~plans to ~~failure~~expand tooperations, ~~obtain~~enter ~~adequate~~new ~~financing~~markets, ondevelop new aproducts/services ~~timely~~(including ~~basis~~AI-enhanced solutions for telecom and onenterprise ~~acceptable~~use), ~~terms;~~and pursue additional mergers and acquisitions;

•§ ~~risks~~our ~~related~~expectations toregarding ~~our~~profitability, ~~operations~~liquidity, capital requirements, and ~~uncertainties~~our ~~related~~ability to ~~our~~continue ~~business~~as ~~plan~~a ~~and~~going ~~business strategy~~concern;

•§ ~~changes~~the inimpact of regulatory changes, economic conditions, competition, intellectual property matters, and cybersecurity risks on our business; and

•§ ~~uncertainty~~other ~~with~~statements ~~respect~~regarding toour ~~intellectual~~business ~~property~~strategy, ~~rights~~plans, objectives, ~~protecting those rights~~ and ~~claims~~future offinancial ~~infringement~~condition ofor ~~other’s intellectual property;~~ performance

• These statements are based on assumptions that we believe are reasonable, but they are subject to substantial risks and uncertainties, including those described in detail under “Item 1A. Risk Factors” and elsewhere in this Annual Report (such as our history of losses and accumulated deficit, dependence on financing, challenges in achieving and maintaining profitability, risks associated with international operations and acquisitions, intense price competition; and technological changes in telecommunications, evolving fintech and AI markets, concentration of revenue among key customers, potential network disruptions or security breaches, goodwill impairment, and our ability to manage growth and integrate acquired businesses). New risks and uncertainties emerge from time to time and it is not possible for us to predict all of them or assess their potential impact. Factors beyond our control, including legislative or regulatory changes, economic conditions, competition, and cybersecurity threats, could cause actual results to differ materially from those expressed or implied.

• You should not place undue reliance on any forward-looking ~~cybersecurity~~statements, ~~concerns~~as they speak only as of the date they are made. We expressly disclaim any obligation or undertaking to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required by applicable law. The occurrence of any of the events described as risk factors or other future events could have a material adverse effect on our business, results of operations, and financial position.

~~We believe~~Item ~~that it is important to communicate our future expectations to our investors~~1. However, there may be events in the future that we are not able accurately to predict or control. Further, we urge you to be cautious of the forward-looking statements which are contained in this registration statement because they involve risks, uncertainties and other factors affecting our operations, market growth, service, products and licenses. The factors listed in the sections captioned “Risk Factors” and “Description of Business,” as well as other cautionary language in this Annual Report and events in the future may cause our actual results and achievements, whether expressed or implied, to differ materially from the expectations we describe in our forward-looking statements. We operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for us to predict all of those risks, nor can we assess the impact of all of those risks on our business or the extent to which any factor may cause actual results to differ materially from those contained in any forward-looking statement. The forward-looking statements in this Annual Report are based on assumptions management believes are reasonable. However, due to the uncertainties associated with forward-looking statements, you should not place undue reliance on any forward-looking statements. Further, forward-looking statements speak only as of the date they are made, and unless required by law, we expressly disclaim any obligation or undertaking to publicly update any of them in light of new information, future events, or otherwise. The occurrence of any of the events described as risk factors or other future events could have a material adverse effect on our business, results of operations and financial position.

~~Item 1.~~Company ~~Business~~ Description

IQSTEL Inc. (the Company when making reference to ~~Description~~consolidated company) is a technology company with operations in 20 countries (Argentina, Armenia, Austria, Canada, Colombia, Germany, Greece, Guatemala, India, Italy, Pakistan, Romania, Serbia, Spain, Switzerland, Turkey, UAE, UK, USA and Venezuela) and over 100 employees that offers leading-edge services through its subsidiaries in the telecommunications, fintech, and AI-enhanced industries. Our global presence includes offices in USA, Argentina, UK, Switzerland, Turkey, and Dubai, and we target diverse and high-growth markets. We maintain more than 603 high value network interconnections around the world, delivering international voice, SMS, and connectivity services that form the core of our business. Our strategy focuses on leveraging synergies among our subsidiaries to drive innovation, operational efficiency, and growth through organic development and strategic acquisitions.

IQSTEL Inc. (www.IQSTEL.com) is a technology company with a presence in 20 countries (Argentina, Armenia, Austria, Canada, Colombia, Germany, Greece, Guatemala, India, Italy, Pakistan, Romania, Serbia, Spain, Switzerland, Turkey, UAE, UK, USA and Venezuela) and over 100 employees that offers leading-edge services through its four business divisions in the telecommunications, electric vehicle (EV), fintech, and AI-enhanced metaverse industries. Our presence is global, with offices in USA, Argentina, UK, Switzerland, Turkey, and Dubai, and we target diverse and high-growth markets. We maintain more than 603 high value network interconnections around the world, delivering international voice, SMS, and connectivity services that form the core of our business. The company’s strategy focuses on leveraging synergies between its 9 subsidiaries to drive innovation and capture emerging opportunities.3

3Table of Contents

~~Table~~Our Telecom Division, which represents the majority of ~~Contents~~current operations and accounted for 91% of our revenues for the year ended December 31, 2025, offers Voice over Internet Protocol (VoIP), SMS, proprietary Internet of Things (IoT) solutions, and international fiber-optic connectivity through its subsidiaries: 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), QGlobal SMS (www.qglobalsms.com), and QXTEL Limited (www.qxtel.com).

~~Our Telecom~~Also ~~Division,~~under ~~which represents~~ the ~~majority~~Telecom ofDivision, ~~current operations and which also represents the source for all of~~ our ~~revenues~~developing ~~for~~Blockchain ~~the~~Platform ~~financial~~Business ~~periods~~Line ~~presented,~~ offers ~~Voice~~our ~~over Internet Protocol (VoIP), SMS,~~ proprietary ~~Internet~~Mobile ofNumber ~~Things~~Portability ~~(IoT)~~Application ~~solutions~~ (~~www.iotsmartgas.com and www.iotsmarttank.com~~MNPA), ~~and international fiber-optic connectivity~~ through ~~its~~our ~~subsidiaries: Etelix (www.etelix.com)~~subsidiary, ~~SwissLink~~itsBchain ~~Carrier~~ (www.~~swisslink-carrier~~itsbchain.com)~~, Smartbiz Telecom (www~~.~~smartbiztel.com), Whisl Telecom (www.whisl.com), IoT Labs (www.iotlabs.mx), QGlobal SMS (www.qglobalsms.com), and QXTEL Limited (www.qxtel.com).~~

~~Also~~The Company’s developing Fintech Business Line ~~under~~offers ~~the~~a ~~Telecom~~complete ~~Division~~Fintech ecosystem including a MasterCard Debit Card, ~~our~~US ~~developing~~Bank ~~BlockChain~~Account ~~Platform~~(No ~~Business~~SSN ~~Line~~Needed), and a Mobile App/Wallet for remittances and mobile top-up services. Our Fintech subsidiary, Global Money One Inc., aims to provide immigrants access to reliable financial services that makes it easier to manage their money and stay connected with their families back home. Additionally, GlobeTopper LLC (www.~~itsbchain~~globetopper.com), our ~~offers~~most recent acquisition, supports expansion and integration of our ~~proprietary~~business ~~Mobile~~divisions ~~Number Portability~~through ~~Application~~its ~~(MNPA)~~B2B todigital ~~serve~~gift ~~the~~card ~~in-country~~and ~~portability~~incentives platform, ~~needs~~which ~~through~~represented 9% and 0% of our ~~subsidiary~~revenues for the years ended December 31, ~~itsBchain~~2025 and 2024.

Our ~~developing~~ ~~Fintech~~Artificial ~~Business~~Intelligence ~~Line~~ (~~www.globalmoneyone.com~~AI) division, Reality Border (www.~~maxmo~~realityborder.~~vip~~com), ~~offers~~initially adeveloped ~~complete~~an ~~Fintech~~AI-enhanced ~~ecosystem~~immersive ~~MasterCard~~digital ~~Debit~~experience ~~Card, US~~platform. ~~Bank~~Building ~~Account~~on ~~(No~~that ~~SSN~~early ~~Needed),~~development work—including ~~Mobile~~conversational ~~App/Wallet (Remittances~~interfaces, ~~Mobile~~multilingual ~~Top Up). Our Fintecsubsidiary~~models, ~~Global~~and ~~Money~~AI-driven ~~One,~~workflows—Reality isBorder tonow ~~provide~~develops practical ~~immigrants~~AI ~~access~~software tosolutions ~~reliable~~for ~~financial~~enterprise ~~services that makes it easier to manage their money~~ and ~~stay~~telecommunications ~~connected with their families back home~~applications.

~~Our~~ ~~developing~~Reality ~~Electric~~Border ~~Vehicle~~currently ~~(EV)~~serves ~~Business~~as ~~Line~~IQSTEL’s ~~offers~~AI ~~electric~~innovation ~~motorcycles~~and ~~for~~product ~~work~~development platform. Its activities include AI agents and related ~~recreational~~software ~~use~~solutions indesigned ~~the~~for ~~USA~~web, ~~Spain~~voice, ~~Portugal~~and contact center environments, as well as integration with telecommunications infrastructure, ~~Panama~~business systems, ~~Colombia~~and security layers. ~~EVOSS~~The isCompany’s ~~also~~AI ~~working~~strategy onincludes ~~the~~solutions ~~development~~such ofas anAirweb.ai EVfor ~~Mid~~AI-powered ~~Speed~~customer ~~Car~~engagement across toweb ~~serve~~and ~~the~~phone ~~niche~~channels, ofIQ2Call.ai ~~the~~for ~~2nd~~AI-enabled ~~car~~call incenter ~~the~~and ~~family~~customer care applications, and IQCortex.ai for broader AI platform capabilities and enterprise use cases.

~~Our~~ ~~developing~~Reality ~~Artificial~~Border’s ~~Intelligence~~current ~~(AI)-Enhanced~~development ~~Metaverse~~efforts ~~Division~~include ~~(information~~software ~~and content) (www.realityborder.com) is currently developing a groundbreaking white-label solution designed specifically for corporations~~functionality, ~~businesses,~~workflow ~~and the telecommunications industry. Delivering a full suite of immersive content services~~orchestration, ~~creating~~multilingual ~~a comprehensive virtual experience that can be accessed through the Web or our proprietary mobile apps. The features include up to four simultaneous video screens for versatile content presentation~~interaction, ~~various virtual halls such~~ assystem ~~the main hall~~integration, ~~home hall, auditorium, exhibition space, shopping center,~~ and ~~meeting~~operational ~~rooms.~~deployment ~~Stands~~models ~~for~~intended ~~mobile application downloads, clickable gates~~ for ~~immediate~~business ~~purchasing,~~use. ~~and~~Reality ~~direct~~Border’s ~~communication~~earlier ~~tools~~immersive ~~are~~platform ~~seamlessly~~work contributed ~~integrated~~ to ~~foster~~capabilities ~~collaboration,~~that ~~engagement, and~~are ~~interactivity.~~now Itbeing ~~goes~~applied ~~beyond~~in ~~traditional~~its ~~virtual spaces by utilizing cutting-edge~~ AI ~~technology.~~products; ~~This~~however, ~~ensures video conferencing and real-time communication with other users within~~ the ~~Metaverse,~~current ~~offering~~business ~~our~~emphasis ~~customers~~is aon ~~collective~~AI ~~and fully immersive experience~~solutions ~~that~~for ~~caters~~enterprise ~~to diverse needs such as content acquisition, entertainment,~~ and ~~shared~~telecommunications ~~virtual~~operations ~~experiences.~~rather Itthan ~~is a future~~metaverse-~~ready~~based ~~platform that encourages creativity, connectivity, and collaboration like never before~~environments.

~~Our developing~~The ~~metaverse~~information ~~leverages~~contained ~~advanced~~on AIour towebsites ~~introduce~~is ~~Non-Player~~not incorporated ~~Characters~~by ~~(NPCs)~~reference ~~that~~into ~~significantly~~this ~~enhance~~annual ~~user~~report ~~engagement~~ and ~~functionality within~~should ~~virtual environments. These NPCs are~~ not ~~mere~~be ~~static~~considered ~~elements;~~part ~~rather,~~of ~~they~~this ~~are~~or ~~powered~~any byother ~~OpenAI's~~report ~~latest~~filed ~~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~~SEC.

~~A key~~Operating 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.Subsidiaries

~~Our reference~~IQSTEL's tomission ~~our~~is ~~technology~~to asserve ~~"cutting-edge"~~basic ishuman ~~grounded~~needs in today's ~~our~~modern ~~commitment~~world toby ~~continuous~~making ~~improvement~~the ~~and~~necessary ~~innovation.~~tools Weaccessible ~~consistently~~regardless of race, ethnicity, religion, socioeconomic status, or identity. ~~integrate~~We ~~the~~recognize ~~latest~~that ~~advancements~~access into AIubiquitous communications, ~~particularly~~virtual inbanking, and information/content is critical to the ~~areas~~pursuit of ~~chatbots~~human needs (physiological, ~~language~~safety, ~~understanding~~relationships, esteem, and ~~user~~self-actualization). ~~interaction~~IQSTEL ~~technologies. This~~operates ~~ensures~~through ~~that~~business ~~our~~divisions ~~metaverse~~focused ~~remains~~on attelecommunications (communications), ~~the~~fintech ~~forefront~~(financial offreedom), and AI ~~application~~services in(information ~~virtual~~and ~~spaces,~~content). ~~offering~~The anCompany ~~unparalleled~~continues ~~user~~to ~~experience~~grow and expand its ~~that~~suite ~~goes~~of ~~beyond~~products ~~traditional~~and ~~virtual~~services ~~environments~~both organically and through mergers and acquisitions (M&A).

~~We are~~Our ~~currently~~telecommunication inbusiness ancurrently ~~advanced~~represents 91% ~~phase~~ of ~~development,~~our ~~with~~2025 ~~ongoing~~revenues, ~~enhancements~~fintech toservices AIrepresent ~~functionalities~~9%, ~~and~~while ~~user~~our ~~interaction~~other ~~models.~~business ~~Our~~lines ~~team is~~(including ~~dedicated~~blockchain ~~to exploring~~ and ~~implementing~~certain ~~the latest~~ AI ~~technologies~~initiatives) are toin ~~ensure that our metaverse remains~~ a ~~leading~~pre-revenue ~~example~~stage offor ~~innovation in~~the ~~virtual~~financial ~~space~~periods ~~technology~~presented.

~~The information~~Telecom ~~contained~~Subsidiaries onfor ~~our~~voice ~~websites is not incorporated by reference into this annual report and should not be considered part of this or any other report filed with the SEC.~~services:

4Etelix.com USA LLC, a wholly owned subsidiary of IQSTEL Inc., is a US based international telecom carrier founded in 2008 that provides telecom and technology solutions worldwide, with commercial presence in North America, Latin America, and Europe. Etelix provides International Long-Distance voice services for Telecommunications Operators (ILD Wholesale), and Submarine Fiber Optic Network capacity for internet (4G and 5G).

~~Table of Contents~~4

~~Operating Subsidiaries~~Table of Contents

~~IQSTEL's mission~~Etelix is interconnected to ~~serve~~the ~~basic~~most ~~human~~important ~~needs~~ players in ~~today's~~the ~~modern~~industry, ~~world~~with bya ~~making~~very ~~the~~strong ~~necessary~~focus ~~tools~~on ~~accessible~~Asian ~~regardless~~and ofLatin-American ~~race~~markets, ~~ethnicity, religion,~~among ~~socioeconomic~~which ~~status,~~it oris ~~identity.~~worth ~~IQSTEL~~mentioning: ~~recognizes~~China ~~that in today’s modern world~~Telecom, ~~the pursuit of the human hierarchy~~PCCW, ofHutchinson ~~needs~~Telecom, ~~(physiological~~Vodafone India, ~~safety~~KDDI, ~~relationship~~Airtel, ~~esteem~~Reliance, ~~and self-actualization) is marginalized without access to ubiquitous communications~~Viettel, ~~the~~ ~~freedom~~TATA ~~of virtual banking~~Communications, ~~clean~~Flow ~~affordable~~Jamaica ~~mobility~~(Cable and ~~information~~Wireless ~~and content. IQSTEL has 4 Business Divisions delivering accessibly~~Caribbean), toCable ~~the~~and ~~necessary~~Wireless ~~tools~~Panama, inMillicom ~~today's~~(TIGO), ~~pursuit~~Telefonica ofde ~~basic~~España ~~human needs: 1) Telecommunications~~ (~~communications~~Movistar), 2)Telecom ~~Fintech~~Italia (~~financial freedom~~TIM), 3) ~~Electric~~Portugal ~~Vehicles~~Telecom (~~mobility~~MEU), ~~and 4~~Optimus (NOS), ~~Metaverse~~Belgacom (~~information and content~~BICS)., ~~The~~Deutsche ~~Company~~Telekom, ~~continues~~iBasis, toOrbitel ~~grow~~ and ~~expand its suite of products and services both organically and through mergers and acquisitions (M&A)~~Entel.

~~Our~~In ~~telecommunication business~~2013, ~~currently~~Etelix ~~represents~~participated ~~100%~~in a consortium of ~~our~~telecommunications carriers ~~revenues~~that upgraded the Maya-1 submarine cable system, ~~while~~which ~~our~~runs ~~other~~from ~~business~~Hollywood, ~~lines~~Florida ~~are~~to inTolú, Colombia. As part of this arrangement, Etelix held 10 Gbps of capacity, which was subsequently sold to a ~~pre-revenue~~third ~~stage~~party customer. This transaction expanded Etelix’s ability at that time to provide additional international connectivity capacity to support customer demand.

~~Telecom~~SwissLink Carrier AG, a 51% owned subsidiary ~~Subsidiaries~~of IQSTEL Inc., strengthens the company’s international telecommunications portfolio as a Switzerland-based carrier with global VoIP connectivity and notable commercial presence across Europe, the CIS, and Latin America. In addition to its license as a Swiss-licensed operator, SwissLink expanded its regulatory footprint in February 2026 by obtaining two key licenses in Italy: (a) Network Infrastructure & Provision, which authorizes the management of network infrastructure, licensed spectrum applications, number-hosting, transit operations, and the support of third-party ISPs; and (b) Publicly Available Telephone Services, enabling the provision of fixed voice services and direct interconnection agreements for voice resellers and value-added services:. These dual Italian licenses, alongside its Swiss authorization, position SwissLink as a full-cycle operator in Italy, granting end-to-end autonomy, technical sovereignty, enhanced reliability, cost optimization, operational agility, and complete regulatory compliance. Thanks to its strategic position in Europe, SwissLink enables the IQSTEL group to be highly competitive in capturing voice traffic destined for Asian and African markets. Notably, more than 50% of traffic terminating in Africa originates from European customers, while nearly 40% of traffic to Asia also flows from Europe, underscoring Europe’s crucial role as an international telecommunications hub. SwissLink’s robust interconnections with leading carriers—including Orange Wholesale International, CJC Global Connections & Consulting LLC, iBASIS Communications AG, U.S. South Communications, Inc., Belgacom International Carrier, Bell Canada Inc., and SWISSCOM (SCHWEIZ) AG—further extend IQSTEL’s reach and operational efficiency, supporting expansion in high-growth regions across Asia and Africa.

~~Etelix.com USA~~Whisl Telecom LLC, a ~~wholly~~51% owned subsidiary of IQSTEL Inc., issignificantly aenhances USthe ~~based~~company’s ~~international~~ telecom ~~carrier~~business ~~founded~~through inits ~~2008~~provision ~~that~~of ~~provides~~high-quality ~~telecom~~ services and ~~technology~~innovative, out-of-the-box solutions. ~~worldwide~~As a U.S.-based company, ~~with~~Whisl ~~commercial~~Telecom ~~presence~~primarily inserves ~~North~~the ~~America,~~Carrier-to-Carrier ~~Latin~~Global ~~America~~industry, ~~and~~while ~~Europe.~~also maintaining ~~Etelix~~the ~~provides~~network ~~International Long-Distance~~infrastructure ~~voice~~necessary to deliver services ~~for~~directly ~~Telecommunications~~to ~~Operators~~retail ~~(ILD~~end ~~Wholesale~~users (endpoints),. ~~and~~Distinguished ~~Submarine~~as ~~Fiber~~one ~~Optic~~of the ~~Network~~few U.S. carriers with substantial Tier 1 capacity, ~~for~~Whisl ~~internet~~offers true high-capacity voice termination, supporting high calls per second (4GCPS) and ~~5G)~~ensuring optimal call quality.

~~Etelix is~~Whisl ~~interconnected~~Telecom’s tocapabilities ~~the most important players in the industry, with~~ contribute a ~~very~~comprehensive ~~strong~~suite ~~focus~~of onservices ~~Asian~~to ~~and~~IQSTEL’s ~~Latin-American~~telecom ~~markets~~portfolio, ~~among which it is worth mentioning~~including: ~~China Telecom, PCCW, Hutchinson Telecom, Vodafone India, KDDI, Airtel, Reliance, Viettel, TATA Communications, Flow Jamaica~~ (~~Cable and Wireless Caribbean~~1), ~~Cable~~US/Canada ~~and Wireless Panama~~Inbound/Origination, ~~Millicom~~ (~~TIGO~~2), ~~Telefonica~~US/Canada ~~de España (Movistar)~~DIDs, ~~Telecom~~ ~~Italia~~ (~~TIM~~3), ~~Portugal~~US/Canada ~~Telecom~~Toll-Free ~~(MEU)~~Numbers, ~~Optimus~~ (~~NOS~~4) Global DIDs, ~~Belgacom~~and (~~BICS~~5), ~~Deutsche~~Global ~~Telekom,~~Toll-Free ~~iBasis, Orbitel and Entel~~Numbers.

~~An important~~Smartbiz ~~milestone~~Telecom inLLC. ~~the~~Is ~~evolution~~a of51% ~~Etelix~~owned ~~was~~subsidiary of inIQSTEL ~~2013,~~Inc. ~~when~~acquired ~~the~~in ~~company~~June ~~become~~2022. ~~part~~Smartbiz ofis a ~~consortium~~US ofbased ~~major~~company ~~carriers~~that ~~for~~provides ~~the~~international ~~upgrade of~~voice ~~the~~termination ~~Maya-1~~to ~~submarine~~niche ~~cable~~markets. With ~~systems~~this ~~that~~acquisition ~~runs~~IQSTEL ~~from~~expanded ~~Hollywood,~~its ~~Florida~~telecommunication services offer to markets the ~~city~~company ofwas ~~Tolu~~not inserving ~~Colombia~~before. ~~This~~Smartbiz ~~consortium is led by Orange~~has ~~Telecom~~commercial ~~and~~relations ~~Orbitel, where Etelix participates~~ with 10relevant ~~Gbps~~players ofin ~~capacity.~~the ~~The~~industry, ~~bulk~~among ofwhich ~~this~~it ~~contract~~is ~~was~~worth ~~sold~~mentioning tothe ~~Millicom~~following: ~~(Tigo~~Telefonica ~~Costa~~Global ~~Rica)~~Solutions. ~~This~~S.L, ~~capacity~~Telintel ~~considerably~~Ltd, ~~enhanced~~Teliax, ~~Tigo’s~~Inc ~~ability~~Tf, toSistemas ~~deploy~~Satelitales ~~world-class~~de 4GColombia ~~services~~S.A. toEsp, ~~its~~and ~~customers~~IDT inGlobal ~~Costa Rica~~Limited.

~~SwissLink Carrier~~QXTEL AGLimited is a 51% owned subsidiary of IQSTEL Inc. ~~SwissLink~~acquired ~~Carrier AG is a Switzerland based international Telecommunications Carrier founded~~ in ~~2015~~April ~~providing international VoIP connectivity worldwide, with commercial presence in Europe, CIS and Latin America~~2024. ~~SwissLink~~ ~~Carrier~~QXTEL AG is aone ~~Swiss licensed Operator. The acquisition~~ of ~~Swisslink strengthened~~ the ~~Company’s~~most ~~presence~~advanced inand ~~Europe~~diversified ~~putting us~~telecommunications inand atechnology ~~very~~services ~~competitive~~provider focused ~~position~~on toplatform ~~capture~~services ~~traffic~~for towholesale, ~~Asian~~retail and ~~African~~cloud ~~countries.~~communications ~~Africa~~service ~~continues~~providers, towholesale becarrier ~~the~~voice, ~~market~~wholesale ~~with the higher~~carrier ~~contribution~~messaging to(A2P ~~margin~~SMS) and ~~Asia~~carrier ~~concentrates~~technology ~~one~~services ~~third~~with ofover ~~the~~20 ~~termination~~years ~~traffic~~ in the telecom industry. ~~Estimations~~switching ~~show that~~ more than ~~50%~~5 billion voice and ofA2P ~~the~~SMS ~~traffic~~transactions ~~terminating~~over in200 ~~Africa~~interconnections -worldwide. ~~originated~~QXTEL ~~from~~is ~~customers~~headquartered in ~~Europe;~~London ~~while~~(UK) ~~the~~with ~~corresponding~~regional ~~percentage~~offices ofin ~~traffic~~Florida ~~terminated~~(USA), inBuenos ~~Asia~~Aires is(Argentina), ~~close~~Dubai to(UAE), ~~40%.~~Belgrade ~~Based~~(Serbia) onand ~~these~~Istanbul ~~numbers~~(Turkey). ~~the~~QXTEL ~~goal~~maintains tocommercial ~~expand~~relations ~~the~~with ~~participation~~significant players in the ~~Asian~~industry ~~and~~such ~~African~~as ~~traffic~~BTS ~~goes~~Business ~~through~~Telecommunications ~~establishing a~~Service ~~strong~~Inc., ~~presence~~China inMobile ~~Europe.~~International ~~Main~~Limited, ~~interconnections~~Deutsche ~~are~~Telekom ~~with~~AG, Digicel ~~Orange~~Jamaica ~~Wholesale International~~Limited, ~~CJC~~Emirates ~~Global~~Telecom ~~Connections~~Etisalat, &Hutchison ~~Consulting~~Global ~~LLC~~Communication, iBASIS Communications AG, ~~U.S.~~IDT ~~South~~Global ~~Communications~~Limited, ~~Inc.~~Messagebird, Orange ~~Belgacom~~Wholesale International ~~Carrier~~, ~~Bell~~Tata Communications (Canada) ~~Inc.~~Ltd, ~~SWISSCOM~~Telekom Deutschland Gmbh (~~SCHWEIZ~~T-Mobile), AGT-Mobile ~~among many~~USA, ~~other~~Inc., ~~important~~and ~~carriers~~Vodafone US Inc.

Whisl Telecom LLC. is a 51% owned subsidiary of IQSTEL Inc., acquired in May 2022. Whisl Telecom is an US based Company that provides high quality services and “out of the box” solutions to its customers. Whisl predominantly serves the Carrier-to-Carrier Global industry but also has network infrastructure to provide services to the retail end users (endpoints). Whisl Telecom is one of the few US carriers to have a significant Tier1 capacity (true capacity with high calls per second, CPS) to terminate calls with the highest quality.5

~~With the~~Table ~~acquisition~~ of Whisl Telecom, IQSTEL has incorporated into its telecom portfolio the following services: (1) US/Canada Inbound/Origination, (2) US/Canada DIDs, (3) US/Canada Toll Free Numbers, (4) Global DIDs and (5) Global Toll-Free Numbers.Contents

5With the combination of the technology capabilities of these five subsidiaries, IQSTEL has put together a complete portfolio of services for carriers and end users. These services include:

~~Table~~• International Voice Termination for carriers: This service enables the routing of ~~Contents~~international voice calls to their final destinations across various countries. Telecom carriers use this to handle large volumes of cross-border voice traffic by connecting through intermediary providers or directly to in-country networks.

~~Smartbiz Telecom LLC. is a 51% owned subsidiary of IQSTEL Inc. acquired in June 2022. Smartbiz is a~~ • US ~~based Company that provides international~~/Canada ~~voice~~Inbound ~~termination~~/ toOrigination: ~~niche~~This ~~markets.~~refers ~~With this acquisition IQSTEL is expanding its telecommunication services offer~~ to ~~markets~~ the ~~company was~~ability ~~not~~to ~~serving~~receive ~~before.~~incoming ~~Smartbiz~~calls ~~has~~originating ~~commercial relations with relevant players~~ in the ~~industry,~~United ~~among~~States ~~which~~or itCanada. isIt ~~worth mentioning the~~ensures ~~following:~~seamless ~~Telefonica~~connectivity ~~Global~~for ~~Solutions.~~businesses ~~S.L,~~or ~~Telintel~~carriers ~~Ltd,~~looking ~~Teliax,~~to ~~Inc~~establish ~~Tf,~~a ~~Sistemas~~local ~~Satelitales~~presence dein ~~Colombia~~these ~~S.A.~~regions ~~Esp,~~by ~~and~~offering ~~IDT~~local ~~Global~~or toll-free ~~Limited~~numbers.

~~QXTEL~~• Global ~~Limited~~DIDs: isThese aare ~~51%~~virtual ~~owned~~phone ~~subsidiary~~numbers ofthat ~~IQSTEL~~allow ~~Inc.~~users ~~acquired~~to inreceive ~~April~~calls ~~2024.~~from ~~QXTEL~~specific isgeographic ~~one~~locations, regardless of ~~the most advanced and diversified telecommunications~~where ~~and~~they ~~technology~~are ~~services~~physically ~~provider~~located. ~~focused~~They onare ~~platform~~essential ~~services~~ for ~~wholesale,~~businesses ~~retail~~seeking ~~and~~global ~~cloud communications service providers~~reach, ~~wholesale carrier~~providing ~~voice,~~local ~~wholesale~~numbers ~~carrier~~for ~~messaging~~customers ~~(A2P SMS) and carrier technology services with over 20 years in the telecom industry switching more than 5 billion voice and A2P SMS transactions over 200 interconnections~~ worldwide. QXTEL is headquartered in London (UK) with regional offices in Florida (USA), Buenos Aires (Argentina), Dubai (UAE), Belgrade (Serbia) and Istanbul (Turkey). QXTEL maintains commercial relations with significant players in the industry such as BTS Business Telecommunications Service Inc., China Mobile International Limited, Deutsche Telekom AG, Digicel Jamaica Limited, Emirates Telecom Etisalat, Hutchison Global Communication, iBASIS Communications AG, IDT Global Limited, Messagebird, Orange Wholesale International, Tata Communications (Canada) Ltd, Telekom Deutschland Gmbh (T-Mobile), T-Mobile USA, Inc., and Vodafone US Inc.

~~With~~• Global ~~the~~Toll-Free ~~combination~~Numbers: ofToll-free ~~the~~numbers ~~technology~~work ~~capabilities~~internationally, ofallowing ~~these~~customers ~~five~~to ~~subsidiaries,~~call ~~IQSTEL~~businesses ~~has~~without ~~put~~incurring ~~together~~charges. aThese numbers ~~complete~~are ~~portfolio~~ideal offor ~~services~~companies ~~for carriers~~serving global clients, offering free and ~~end~~easy ~~users.~~access ~~These~~to ~~services~~customer ~~include:~~service or sales teams.

• ~~International~~ PBX (Private ~~Voice~~Branch ~~Termination~~Exchange) for ~~carriers~~small businesses: ~~This~~A ~~service~~PBX ~~enables~~is ~~the~~a ~~routing~~private oftelephone ~~international~~network ~~voice~~used ~~calls~~within toan ~~their~~organization, ~~final~~enabling ~~destinations~~efficient ~~across~~internal ~~various~~and ~~countries~~external communication. ~~Telecom~~For ~~carriers~~small ~~use~~businesses, ~~this~~modern toPBX ~~handle~~systems ~~large~~often ~~volumes~~come ofas ~~cross~~cloud-~~border~~based ~~voice~~or ~~traffic~~hosted bysolutions, ~~connecting~~offering affordability ~~through~~and ~~intermediary providers~~advanced orfeatures ~~directly~~like tocall ~~in-country~~routing ~~networks~~and voicemail.

• ~~US/Canada~~ SIP Trunking: ~~Inbound~~SIP /Trunking ~~Origination:~~enables ~~This~~voice ~~refers~~communication toover the ~~ability~~internet torather ~~receive~~than ~~incoming~~traditional ~~calls~~phone ~~originating in the United States or Canada~~lines. It ~~ensures~~ ~~seamless~~connects ~~connectivity~~a ~~for~~business’s PBX ~~businesses~~system orto ~~carriers~~the ~~looking~~telephone tonetwork, ~~establish~~offering acost ~~local~~savings, ~~presence~~scalability, inand ~~these~~support ~~regions~~for byvoice, ~~offering~~video, ~~local~~and ~~or toll-free~~messaging ~~numbers~~services.

~~• Global~~Telecom ~~DIDs:~~services ~~These~~represented ~~are~~100% ~~virtual phone numbers that allow users to receive calls from specific geographic locations, regardless~~ of ~~where~~our consolidated ~~they~~revenue ~~are~~in ~~physically located~~2024. ~~They~~In ~~are~~2025, ~~essential~~revenue ~~for~~from ~~businesses~~the ~~seeking~~telecom ~~global~~services ~~reach,~~represented ~~providing~~91% ~~local~~of ~~numbers~~the ~~for~~total ~~customers worldwide~~revenue.

~~• Global~~Voice ~~Toll-Free~~services ~~Numbers:~~accounted ~~Toll-free~~for ~~numbers~~59.83% ~~work~~of ~~internationally,~~the ~~allowing~~total revenue ~~customers~~in to2025 ~~call~~($189,605,526 ~~businesses~~out ~~without~~of ~~incurring~~the ~~charges.~~total ~~These numbers~~$316,899,498) ~~are~~compared ~~ideal~~to ~~for~~66.09% ~~companies~~of ~~serving~~the ~~global~~total ~~clients,~~revenue ~~offering~~in ~~free~~2024 ~~and~~($187,194,236 ~~easy~~out ~~access~~of tothe total ~~customer service or sales teams~~$283,220,442).

~~• PBX~~Telecom ~~(Private~~Subsidiaries ~~Branch Exchange)~~ for ~~small~~SMS ~~businesses~~services: A PBX is a private telephone network used within an organization, enabling efficient internal and external communication. For small businesses, modern PBX systems often come as cloud-based or hosted solutions, offering affordability and advanced features like call routing and voicemail.

~~• SIP~~QGlobal ~~Trunking:~~SMS ~~SIP~~LLC ~~Trunking~~is ~~enables~~a ~~voice~~100% ~~communication~~owned ~~over~~subsidiary of ~~the~~IQSTEL ~~internet~~Inc. ~~rather~~QGlobal ~~than~~SMS ~~traditional~~is ~~phone~~a ~~lines~~USA based company founded in 2020 specializing in international and domestic SMS termination. ItQGlobal SMS ~~connects~~has a ~~business’s~~commercial presence in Europe, USA and Latin America, with robust international interconnection with Tier-1 SMS Aggregators, ~~PBX~~guaranteeing ~~system~~its tocustomers ~~the~~high ~~telephone~~quality ~~network~~and low termination rates, ~~offering~~in ~~cost~~over ~~savings~~more than 100 countries. Main customers are Computer-Tel Inc., iBasis ~~scalability~~Communications AG, ~~and~~Telefonica ~~support~~Global ~~for~~Solutions. ~~voice~~S.L, ~~video~~Telintel Ltd., and ~~messaging~~Twilio ~~services~~Ireland Limited.

~~Voice services~~IoT inLabs ~~2024~~LLC ~~were~~is ~~66.09~~a 51% ofowned ~~the~~subsidiary ~~total~~of IQSTEL ~~revenue~~Inc. ofIoT ~~the~~Labs ~~company~~is ~~($187,194,236~~an ~~out~~SMS ofservice ~~the~~provider ~~total~~based ~~$283~~in Austin,~~220,442)~~ ~~while~~TX. Specialized in ~~2023~~the ~~voice~~SMS ~~services represented~~traffic 46exchange between US and Mexico.~~85%~~ ofMain customers ~~the~~are ~~total~~Aztek ~~revenue~~Corporative ~~($67~~Properties Inc,~~698,574~~ ~~out~~Bytescale ofC., ~~the~~Codek ~~total~~Connect ~~$144~~LLC,~~502,351)~~ and Nuvoteq LLC.

~~Our~~The Company entered into the SMS business in 2020 ~~subsidiaries~~through ~~carried~~the 5acquisition of QGlobal and IoT Labs.2 ~~billion~~Both ~~minutes~~companies ofspecialize ~~voice~~in ~~during~~international ~~2024~~and domestic SMS termination, ~~compared~~with emphasis on the Applications to ~~4.2~~Person ~~billion~~(A2P), inPerson ~~2023.~~to ~~This~~Person ~~represents~~(P2P) anand ~~increase~~OmniChannel ofMarketing ~~23.81%~~Services for several markets: Wholesale Carrier, ~~year~~Government, ~~over~~Corporate, ~~year~~Enterprise, Small and Medium Companies.

Table of Contents

~~Telecom~~The Global A2P SMS Market is expected to grow at ~~Subsidiaries~~a CAGR of 4.1% to account for ~~SMS~~$101 ~~services:~~billion in 2030, according to Transparency Market Research. This market has experienced significant growth and adoption rate in the past few years and is expected to experience notable growth and adoption in years to come.

~~QGlobal SMS~~The ~~LLC~~Company’s isrole ain ~~100%~~these ~~owned~~services ~~subsidiary~~is ofto ensure ~~IQSTEL~~seamless ~~Inc.~~voice ~~QGlobal~~and SMS iscommunication aacross ~~USA~~international ~~based~~borders ~~company~~by ~~founded~~establishing inpeering ~~2020~~agreements ~~specializing~~with inother ~~international~~telecommunication ~~and~~entities. ~~domestic~~This ~~SMS~~is ~~termination.~~possible ~~QGlobal~~using ~~SMS~~sophisticated ~~has~~algorithms ato ~~commercial~~determine ~~presence~~the inmost ~~Europe,~~cost-effective ~~USA~~ and ~~Latin~~reliable ~~America,~~paths ~~with~~for ~~robust~~voice/SMS ~~international interconnection~~traffic, ~~with~~managing ~~Tier-1~~media ~~SMS~~protocols ~~Aggregators,~~such ~~guarantying~~as toSIP ~~its~~(Session ~~customers~~Initiation ~~high~~Protocol) ~~quality~~ and ~~low~~RTP ~~termination~~(Real-time ~~rates,~~Transport inProtocol) ~~over~~to ~~more~~ensure ~~than~~smooth ~~100 countries. Main~~communication ~~customers~~between ~~are:~~different ~~Computer-Tel~~networks ~~Inc.,~~ensuring ~~iBasis~~efficient ~~Communications~~call ~~AG, Telefonica Global Solutions~~routing. ~~S.L, Telintel Ltd., and Twilio Ireland Limited.~~

~~IoT Labs~~The ~~LLC~~Company isacts as a ~~51%~~transit ~~owned~~network ~~subsidiary~~that allows the completion of ~~IQSTEL~~voice ~~Inc.~~calls, ~~IoT~~or ~~Labs~~SMSs isconnecting anthe ~~SMS~~network ~~service~~where ~~provider~~the ~~based~~calls/SMSs inare ~~Austin,~~originated ~~TX.~~and ~~Specialized~~the innetwork where the ~~SMS~~calls/SMSs ~~traffic~~are ~~exchange~~intended ~~between~~to USterminate. ~~and~~The ~~Mexico.~~graphic ~~Main~~below ~~customers~~shows ~~are~~the ~~Aztek~~path ~~Corporative~~of ~~Properties~~a ~~Inc,~~voice ~~Bytescale~~call C.or SMS, ~~Codek~~all ~~Connect~~parties ~~LLC,~~involved and ~~Nuvoteq~~where the Company is situated ~~LLC~~in that ecosystem.

The Company entered into the SMS business in 2020 through the acquisition of QGlobal and IoT Labs. Both companies specialize in international and domestic SMS termination, with emphasis on the Applications to Person (A2P), Person to Person (P2P) and OmniChannel Marketing Services for several markets: Wholesale Carrier, Government, Corporate, Enterprise, Small and Medium Companies.7

~~The Global~~Table ~~A2P SMS Market is expected to grow at a CAGR~~ of 4.1% to account for $101 billion in 2030, according to Transparency Market Research. This market has experienced significant growth and adoption rate in the past few years and is expected to experience notable growth and adoption in years to come.Contents

~~Our~~Fintech ~~SMS~~ services represented 33.91% of the total revenue in the 2024, while it was 53.15% in 2023. Gross margin in the SMS business increased 211% in 2024 to 1.93% from 0.62% in 2023. This is the result of a higher business volume of the products deployed by QGlobal SMS and QXTEL gross margin of which is greater than 20%, being the main objective in the SMS segment to increase the sales of those services due to its relatively higher gross margins.:

~~IoT Labs~~GlobeTopper, ~~QGlobal~~Inc. ~~and~~In ~~QXTEL~~July ~~carried~~2025, ~~13.9~~the ~~billion~~Company acquired ~~SMS~~a ~~and~~51% ~~short~~controlling ~~codes~~interest in ~~2024~~GlobeTopper, ~~compared~~Inc., a global business-to-business 11(“B2B”) digital gift card and incentives platform.3 ~~billion~~GlobeTopper inprovides ~~2023~~enterprises with the infrastructure, catalog access, and operational support required to design, source, and manage digital gift card programs across multiple geographies. ~~This~~Its ~~represents~~platform anenables ~~increase~~clients to incorporate digital gift cards into customer acquisition, loyalty, rewards, employee incentives, and other promotional or payment-adjacent use cases. The company continues to expand its catalog and geographic coverage of 2more than 4,000 merchant brands across multiple regions and industry categories, adding new brands and markets on an ongoing basis.8 ~~billion~~Since ~~SMS~~2024, ~~year~~GlobeTopper has processed over ~~year~~1 ormillion 32digital gift card transactions through its platform.94 GlobeTopper operations reported 9% of our revenues for the year ended December 31, 2025.

~~IoT Labs~~New isbusinesses also responsible for the development of our award-winning Internet of Things devices SmartGas and SmartTank. The SmartGas device is perfectly focused on retail households using traditional LP gas tanks, while the SmartTank device is more oriented for industrial purposes. The Company’s product is a sensor and control chip that can be mounted on gas tanks in less than one minute, that converts the gas tank into an IoT connected device through the Company’s proprietary web portal and phone apps, allowing for constant monitoring, alerting, and refilling through the Company’s gas partners. An important milestone to highlight is that in 2018 the company received a patent in Mexico for the invention and development of these devices. However, since the end of 2022, we have expanded the list of certified suppliers and at this time we have a minimum inventory of parts, pieces and finished products to start the marketing process of both devices.subsidiaries:

~~The Company’s~~ItsBchain LLC is ~~role~~a in75% ~~these~~owned ~~services~~subsidiary of IQSTEL Inc. ItsBchain is toa ~~ensure~~blockchain ~~seamless~~technology ~~voice~~developer and ~~SMS~~solution ~~communication~~provider, ~~across~~with ~~international~~a ~~borders~~strong byfocus ~~establishing~~on the telecom sector. The company ~~peering~~has ~~agreements~~focused ~~with~~on ~~other~~the ~~telecommunication~~development ~~entities.~~of ~~This~~solutions isaimed ~~possible~~at using ~~sophisticated~~the ~~algorithms~~blockchain ledger and smart contracts to ~~determine~~enable ~~the~~more ~~most~~efficiency, ~~cost-effective~~quickness in execution and ~~reliable~~fraud-prevention ~~paths~~in ~~for~~the ~~voice/SMS~~telecommunications ~~traffic~~industry. Specifically, ~~managing~~the ~~media~~company ~~protocols~~has ~~such~~developed asa ~~SIP~~solution ~~(Session~~that ~~Initiation~~will ~~Protocol)~~enable users and ~~RTP~~carriers ~~(Real-time~~to ~~Transport Protocol)~~transfer tomobile ~~ensure~~phone ~~smooth~~numbers ~~communication~~with ~~between~~just ~~different~~a ~~networks~~few ~~ensuring~~clicks, ~~efficient~~allowing ~~call~~users ~~routing~~and carriers the ability to transfer retail users from one mobile carrier to another instantly.

7The Company has done research covering 35 countries where number portability is mandatory by law. Those 35 countries have a total of 3.3 billion in population and 4.0 billion phone lines that can be ported from one carrier to another. It is estimated that an average of 5% of the total phone lines are ported every year.

~~Table~~Number ofportability ~~Contents~~is executed and supervised by a third independent party, who acts as a database administrator and has the responsibility to guarantee all transactions requested by the customers will be completed and his/her phone number will be ported from Carrier A to Carrier B. In the countries under our analysis there are 11 different database administrators.

~~The Company~~In ~~acts~~terms asof adollar ~~transit~~value, ~~network~~the ~~that~~number ~~allows~~portability market in the ~~completion~~countries ofunder ~~voice~~our ~~calls,~~analysis oris ~~SMSs~~estimated ~~connecting~~at ~~the~~over ~~network~~$86 ~~where~~million ~~the~~per ~~calls/SMSs~~year. ~~are originated~~This ~~and~~is based on the ~~network~~actual ~~where~~cost ~~the~~carriers ~~calls~~and/~~SMSs~~or customers ~~are~~have ~~intended~~to pay to ~~terminate.~~get ~~The~~the ~~graphic~~lines ~~below~~ported. ~~shows~~Revenues of the ~~path~~Data ofBase Administrators comes from a ~~voice~~monthly ~~call~~fee orcharged ~~SMS,~~to all participant ~~parties~~carriers, ~~involved~~plus ~~and~~a ~~where~~fee for every transaction completed over the ~~Company~~platform. isThe ~~situated~~monthly infee ~~that~~and ~~ecosystem~~the transactions fee vary from country to country.

~~New~~Our ~~businesses~~objective is to offer the market conformity by ~~subsidiaries:~~data-based administrators a much more cost-effective solution, which will not only reduce the operating cost, but that will also make the transactions to complete faster without any additional CAPEX.

~~ItsBchain LLC is a~~Our ~~75%~~mobile ~~owned~~number ~~subsidiary~~portability ofsolution ~~IQSTEL Inc. ItsBchain~~ is anow ~~blockchain technology developer and solution provider, with a strong focus on the~~being ~~telecom~~tested ~~sector.~~prior ~~The company has focused on the development of solutions aimed at using the blockchain ledger and smart contracts~~ to ~~enable more~~its ~~efficiency,~~commercial ~~quickness in execution and fraud-prevention in the telecommunications industry~~release. Specifically, the company has developed a solution that will enable users and carriers to transfer mobile phone numbers with just a few clicks, allowing users and carriers the ability to transfer retail users from one mobile carrier to another instantly.

~~The Company~~Global ~~has~~Money ~~done~~One ~~research~~Inc. ~~covering~~Is 35a ~~countries~~75% ~~where~~owned ~~number~~subsidiary of ~~portability~~IQSTEL isInc. ~~mandatory~~The bycompany ~~law.~~offers ~~Those~~a 35complete ~~countries~~Fintech ~~have~~ecosystem including a ~~total~~MasterCard ofDebit ~~3.3 billion~~Card, inUS ~~population~~Bank ~~and~~Account ~~4.0~~(No ~~billion~~SSN ~~phone~~Needed), ~~lines~~and a ~~that~~Mobile ~~can~~App/Wallet beto ~~ported~~manage ~~from~~Remittances ~~one~~and ~~carrier~~Mobile toTop ~~another~~Up. ItOur focus is ~~estimated~~to ~~that~~provide animmigrants ~~average~~access ofto reliable financial services 5%that ofmake ~~the~~it ~~total~~easier ~~phone~~to ~~lines~~manage ~~are~~their ~~ported~~money ~~every~~and ~~year~~stay connected with their families back home.

~~Number portability~~All isavailable ~~executed~~services ~~and~~can ~~supervised~~be bymanaged athrough ~~third~~our mobile ~~independent~~App ~~party,~~“GlobalMoneyOne” ~~who~~available ~~acts~~for asIOS aand ~~database~~Android. ~~administrator~~The ~~and~~first ~~has~~non-commercial release of the ~~responsibility~~Fintech suite was done toin ~~guarantee~~June 2022. Since that date all ~~transactions~~services ~~requested~~have bybeen tested including the ~~customers~~known-your-customer ~~will~~(KYC) beprocess ~~completed~~for ~~and~~the ~~his/her~~issuance ~~phone~~of ~~number~~debits cards, ~~will~~the besettlement ~~ported~~process ~~from~~with ~~Carrier~~the Aissuer ~~to Carrier~~bank, B.the Inintermediary entities handling the ~~countries~~remittances, ~~under~~and ~~our~~the ~~analysis~~intermediaries ~~there~~and ~~are~~cellular operators 11for ~~different~~the ~~database~~Top ~~administrators~~Up, as well as the proper training of our customer care agents.

InAccording to recent estimates from the World Bank, ~~terms~~remittances ofto ~~dollar~~low- ~~value~~and middle-income countries continued their upward trajectory, approaching nearly $700 billion in 2025. Transfers to Latin America and the ~~number~~Caribbean ~~portability~~reached record levels, driven largely by strong labor-market participation of regional migrants in the United States. Within the ~~countries~~region, ~~under~~remittances ~~our~~grew ~~analysis~~sharply isin ~~estimated~~several atcountries: ~~over~~Nicaragua ~~$86~~registered ~~million~~increases ~~per~~of ~~year.~~over ~~This~~22%, Guatemala issaw ~~based~~growth inof ~~the~~around ~~actual~~14%, ~~cost~~and ~~carriers~~Colombia ~~and/or~~reported ~~customers~~gains ~~have~~of tomore ~~pay~~than to14% ~~get~~during the ~~lines~~first ~~ported.~~half ~~Revenues~~ of the ~~Data~~year. ~~Base~~In ~~Administrators~~contrast, ~~comes~~Mexico experienced ~~from~~a decline of roughly 4.6% after more than a ~~monthly~~decade ~~fee~~of ~~charged~~uninterrupted togrowth. ~~all~~As ~~participant~~a ~~carriers~~share of GDP, ~~plus~~the amost ~~fee~~recent ~~for~~data ~~every~~show ~~transaction~~remittances remaining ~~completed~~highly ~~over~~significant across Central America and the ~~platform.~~Caribbean, ~~The~~with ~~monthly~~El ~~fee~~Salvador and Honduras maintaining ratios above 24% and 25% respectively, while Jamaica and Haiti continue to depend heavily on inflows despite varying economic conditions. These metrics show there are business opportunities in the ~~transactions~~remittances ~~fee~~arena ~~vary~~and ~~from~~Global ~~country~~Money One has a developed platform to ~~country~~take advantage of them.

Our objective is to offer market conformity by data-based administrators a much more cost-effective solution, which will not only reduce the operating cost, but that will also make the transactions to complete faster without any additional CAPEX.8

~~Our mobile~~Table ~~number~~of ~~portability solution is now being tested prior to its commercial release.~~Contents

~~Global~~Reality Border LLC initially developed an ~~Money~~early ~~One~~proof-of-concept ~~Inc~~immersive digital platform for IQSTEL. IsBuilding aon ~~75%~~that ~~owned~~early ~~subsidiary~~development ofwork, ~~IQSTEL~~Reality ~~Inc.~~Border ~~The~~now ~~company~~develops ~~offers~~AI software asolutions ~~complete~~for ~~Fintech~~enterprise ~~ecosystem~~and ~~including~~telecommunications aapplications. ~~MasterCard~~Reality ~~Debit~~Border currently serves as IQSTEL’s AI innovation ~~Card~~and product development platform, USwith ~~Bank~~activities ~~Account~~that ~~(No~~include ~~SSN~~AI ~~Needed),~~agents and arelated ~~Mobile~~software ~~App/Wallet~~solutions tofor ~~manage~~web, ~~Remittances~~voice, and ~~Mobile~~contact ~~Top~~center environments, ~~Up.~~as ~~Our~~well ~~focus~~as isintegration towith ~~provide~~telecommunications ~~immigrants access~~infrastructure, tobusiness ~~reliable~~systems, ~~financial~~and ~~services~~security ~~that~~layers. ~~make~~Reality itBorder’s current ~~easier~~development toefforts ~~manage~~include ~~their~~software ~~money~~functionality, ~~and~~workflow ~~stay~~orchestration, ~~connected~~multilingual ~~with~~interaction, ~~their~~system ~~families~~integration, ~~back~~and operational ~~home~~deployment models intended for business use.

All available services can be managed through our mobile App “GlobalMoneyOne” available for IOS and Android. The first non-commercial release of the Fintech suite was done in June 2022. Since that date all services have been tested including the known-your-customer (KYC) process for the issuance of debits cards, the settlement process with the issuer bank, the intermediary entities handling the remittances, and the intermediaries and cellular operators for the Top Up, as well as the proper training of our customer care agents.Regulations

8The following is a summary of what we believe to be the material current and proposed international, federal, state, and local laws, regulations, orders, and legislation that could have a material effect on our business, financial condition, and results of operations. This summary is not exhaustive, and new or changed requirements could impose additional material obligations or costs.

~~Table~~Regulation of ~~Contents~~Telecom in the United States

~~According~~Telecommunications services in the United States are subject to acomprehensive ~~World~~regulation ~~Bank Migration~~at ~~and~~the ~~Development~~federal, ~~brief~~state, ~~remittances~~and tolocal ~~low-~~levels. ~~and middle~~Non-~~income~~compliance ~~countries~~with ~~reached~~applicable ~~$669~~requirements ~~billion~~may result in ~~2023~~enforcement actions, including the imposition of interest, fines, or other penalties. The Federal Communications Commission (“FCC”) ~~brief~~exercises ~~also~~jurisdiction ~~stated~~over ~~the~~all ~~remittances~~telecommunications ~~to Latin~~common ~~America~~carriers ~~and~~to the ~~Caribbean grew~~extent 8%they inprovide ~~2023;~~interstate ~~with~~or ~~increments~~international services, including the use of ~~12.5%~~local ~~for~~networks ~~Nicaragua, 8.6%~~to ~~for~~originate ~~Guatemala,~~or 2terminate such traffic.3% ~~for~~State ~~Mexico,~~public ~~and~~utility ~~17.4%~~commissions ~~for~~regulate ~~Colombia~~these ~~according~~same carriers with respect to ~~research~~the ~~done~~provision byof ~~BBVA~~intrastate ~~Bank.~~and ~~Stronger~~local ~~employment~~services. ofIn ~~migrants from~~addition, ~~Latin~~local ~~America~~governmental inauthorities ~~the~~may ~~United~~indirectly ~~States~~affect ~~contributed~~our tooperations through ~~remittance~~zoning ~~flows.~~restrictions, Astaxation, apermitting ~~share~~and right-of-way ~~GDP~~requirements, ~~remittances~~and ~~exceed~~franchise 23obligations.9% inAny Elmaterial ~~Salvador, 25%~~changes into ~~Honduras~~the laws, ~~19.1%~~rules, inor ~~Jamaica~~regulatory ~~and~~frameworks ~~21.4%~~administered inby ~~Haiti~~these ~~according~~federal, tostate, ~~data~~or ~~published~~local byauthorities ~~the~~could ~~portal~~adversely ~~www~~affect our business, operating results, and financial condition.~~theglobaleconomy.com.~~

~~The Electric~~Regulation Vehicle Division, through an entity named TuVolten to be formed in Europe, is an initiative to offer clean and affordable mobility through Electric Motorcycles, and Electric Mid Speed Cars. TuVolten plans to offer theirs EV Motorcycles and EV Cars in Spain, Portugal, USA, and some countries of ~~Latin~~Telecom ~~America.~~by ~~As recently announced, all previous electric motorcycle designs and tests have come together in a new electric motorcycle now rolling off~~ the ~~factory~~Federal ~~for~~Communications ~~the final validation tests under the European Union Standards E-Mark certification process. Once this certification is obtained, we will begin manufacturing the first units for sale to the public.~~Commission

~~Reality Border~~Universal ~~LLC~~Service developed the initial proof-of-concept for a white label, AI-Enhanced Metaverse tailored for IQSTEL. The app was released on the Google Play Store on June 28, 2023, on the Apple App Store on June 30, 2023, and onOther ~~our~~Regulatory ~~website~~Fees ~~on August 28, 2023. The app offers our telecommunication carrier clients a white label solution enabling them to interact with their customers (end users,~~ and ~~enterprises)~~ through the metaverse. The IQSTEL white label metaverse solution developed in partnership with GOTMY is tailored to provide telecom carriers with a distinctive and immersive customer experience. In line with GOTMY’s mission to offer universally accessible experiential spaces, the IQSTEL solution for telecom carriers is intended to accommodate all mobile phone users, not just those with high-end VR headsets.Charges

~~Regulations~~In 1997, the FCC issued an order, referred to as the Universal Service Order, which requires all telecommunications carriers providing interstate telecommunications services to contribute to universal service support programs administered by the FCC (known as the Universal Service Fund). These periodic contributions are currently assessed based on a percentage of each contributor’s interstate and international end user telecommunications revenues reported to the FCC. Etelix and our other US-based telecom subsidiaries also contribute to several other regulatory funds and programs, most notably Telecommunications Relay Service and FCC Regulatory Fees (collectively, the “Other Funds”). Due to the manner in which these contributions are calculated, we cannot be assured that we fully recover from our customers all of our contributions

~~Telecommunications~~In addition, based on the nature of our current business, ~~services~~we ~~are~~receive ~~subject~~certain exemptions from federal Universal Service Fund contributions. Changes in our business (including growth in our fintech or AI operations) could eliminate our ability to ~~extensive~~qualify ~~government~~for ~~regulation~~some or all of these exemptions. Changes in regulations may also have an impact on the ~~United~~availability ~~States~~of some or all of ~~America~~these exemptions. ~~Any~~If ~~violations~~even some of these exemptions become unavailable, they could materially increase our federal Universal Service Fund or Other Funds’ contributions and have a material adverse effect on the ~~regulations~~cost ~~may~~of ~~subject~~our usoperations and, therefore, on our ability to ~~enforcement~~continue ~~actions~~to operate profitably, ~~including~~and ~~interest~~to develop and ~~penalties~~grow our business. ~~The~~We ~~FCC~~cannot ~~has~~be ~~jurisdiction~~certain of ~~over~~the ~~all~~stability ~~telecommunication~~of ~~common~~the ~~carriers~~contribution to factors for the ~~extent~~Other ~~they~~Funds. ~~provide~~Significant ~~interstate~~increases orin ~~international~~the ~~communications~~contribution ~~services,~~factor ~~including~~for the ~~use~~Other ofFunds in ~~local~~general ~~networks~~and tothe ~~originate~~Telecommunications orRelay ~~terminate~~Service Fund in particular can impact our profitability. Whether these contribution factors ~~such~~will ~~services~~be stable in the future is unknown, but it is possible that we will be subject to significant increases.

~~Regulation of Telecom by the Federal Communications Commission~~9

~~Telecommunication License~~Table of Contents

~~Anyone~~Regulation ~~seeking to conduct telecommunications business where the telecommunication services will transpire between the United States~~ of ~~America~~ and an international destination must obtain a license from the Federal Communications Commission (FCC). This particular license is named “a Section 214 license,” after the section in the Communications Act of 1934. Telecom—International

~~Etelix.com USA,~~In ~~LLC~~connection ~~was~~with ~~authorized~~our byinternational ~~the~~operations, we ~~Federal~~have ~~Communications~~obtained ~~Commission~~licenses or are otherwise authorized to provide ~~facility-based~~telecommunications services in ~~accordance~~Switzerland ~~with~~and ~~section~~Italy ~~63.18~~(~~e)(1)~~including SwissLink’s recent expansion of its regulatory footprint in Italy in February 2026). In several of the ~~Commission’s~~jurisdictions ~~rules~~in which we currently operate or intend to operate, our activities are subject to local laws and ~~also~~regulatory frameworks that, among other provisions, may restrict or limit the ability of private telecommunications providers to ~~provide~~compete ~~resale~~with state-owned or state-authorized incumbent carriers. These regulatory constraints can materially affect the scope and manner in which we are permitted to offer telecommunications services in ~~accordance~~those ~~with~~markets, increase ~~section~~compliance ~~63.18(e)(2)~~costs, ~~under~~or ~~license~~require ~~number~~additional ~~ITC-214-20090625-00303~~licensing or approvals.

~~Since Etelix~~Regulation ~~has no other network infrastructure outside the United States~~ of ~~America,~~Internet ~~no other licenses are required for us to operate as an international carrier service provider.~~Telephony

~~Universal~~The provision of voice communications services over ~~Service~~the Internet and ~~Other~~private ~~Regulatory~~IP ~~Fees~~networks is generally subject to a less burdensome regulatory framework than traditional circuit-switched telephony in the United States and ~~Charges~~many foreign jurisdictions. In numerous markets, these IP-based services are not currently subject to certain taxes, fees, or regulatory assessments that apply to legacy telephony and that would otherwise increase our operating costs. As a result, we are able, in many jurisdictions, to offer VoIP services at pricing levels that are more competitive than those applicable to traditional telephone services. However, legislative and regulatory bodies in the United States and abroad have undertaken efforts to align the regulatory treatment of VoIP with that of traditional telephony. Such initiatives could impose additional fees, taxes, charges, or regulatory obligations on IP-based communications services, which could materially increase our costs and diminish or eliminate our pricing advantages. Moreover, several foreign governments have enacted, or are considering, laws or regulations that restrict or prohibit the provision of voice services over the Internet or private IP networks. These measures could similarly impair our ability to offer VoIP services in affected markets.

~~In 1997,~~Money ~~the~~Transmitter FCC issued an order, referred to as the Universal Service Order, which requires all telecommunications carriers providing interstate telecommunications services to contribute to universal service support programs administered by the FCC (known as the Universal Service Fund). These periodic contributions are currently assessed based on a percentage of each contributor’s interstate and ~~international end~~Payment ~~user~~Instrument ~~telecommunications revenues reported to the FCC. Etelix also contributed to several other regulatory funds and programs, most~~Laws ~~notably Telecommunications Relay Service~~ and FCC Regulatory Fees (collectively, the Other Funds). Due to the manner in which these contributions are calculated, we cannot be assured that we fully recover from our customers all of our contributions.Regulations

9Our consumer payment services offerings—including prepaid debit cards, remittances, and mobile top-up services provided through Global Money One and GlobeTopper—are heavily regulated industries. Accordingly, we, and the products and services that we offer in consumer payment services, are subject to a variety of federal and state laws and regulations, including:

~~Table~~· Banking oflaws ~~Contents~~and regulations;

In· ~~addition,~~Money ~~based~~transmitter on the nature of our current business, we receive certain exemptions from federal Universal Service Fund contributions. Changes in our business could eliminate our ability to qualify for some or all of these exemptions. Changes in regulations may also have an impact on the availability of some or all of these exemptions. If even some of these exemptions become unavailable, they could materially increase our federal Universal Service Fund or Other Funds’ contributions and ~~have~~payment ainstrument ~~material~~laws ~~adverse effect on the cost of our operations~~ and, ~~therefore, on our ability to continue to operate profitably, and to develop and grow our business. We cannot be certain~~regulations of(which ~~the~~may ~~stability~~require ofstate ~~the~~licensing ~~contribution factors for the Other Funds. Significant increases in the contribution factor for the Other Funds in general~~ and ~~the~~ongoing Telecommunications Relay Service Fund in particular can impact our profitability. Whether these contribution factors will be stable in the future is unknown, but it is possible that we will be subject to significant increases.compliance);

~~Regulation~~· ofAnti-money ~~Telecom—International~~laundering laws (including the Bank Secrecy Act and related know-your-customer (“KYC”) and customer due diligence requirements);

In· ~~connection~~Privacy ~~with~~and ~~our~~data ~~international~~security ~~operations,~~laws weand ~~have~~regulations ~~obtained~~(including applicable ~~licenses~~state orand ~~are~~federal ~~otherwise~~requirements ~~authorized~~and, towhere ~~provide~~relevant, ~~telecommunications~~international ~~services in~~frameworks ~~Switzerland.~~such as GDPR for European operations);

~~Money~~· ~~Transmitter~~Consumer ~~and~~protection ~~Payment~~laws ~~Instrument Laws~~ and ~~Regulations~~regulations;

~~The consumer~~· ~~payment~~Unclaimed ~~services~~property offerings, prepaid debit cards, remittances, Top Up, are heavily-regulated industries. Accordingly, we, and the products and services that we offer in consumer payment services, are subject to a variety of federal and state laws; and ~~regulations, including:~~

•· Card ~~Banking~~association ~~laws~~ and ~~regulations;~~network •organization ~~Money~~rules ~~transmitter~~(including Mastercard ~~and~~rules ~~payment~~applicable ~~instrument~~to ~~laws~~our ~~and~~debit ~~regulations;~~card • Anti-money laundering laws;- • Privacy and data security laws and regulations; • Consumer protection laws and regulations; • Unclaimed property laws; and • Card association and network organization rulesofferings).

~~Employees~~Compliance with these requirements involves significant ongoing costs, reporting obligations, and risk of penalties for noncompliance. Failure to maintain necessary licenses or adhere to these regulations could materially restrict our ability to offer or expand fintech services.

Attracting and retaining qualified personnel familiar with our businesses who head our different businesses units is critical to our success. As of December 31, 2024, we had a total of 100 employees, including all subsidiaries.Employees

~~Our human~~Attracting ~~capital~~and ~~resources objectives include identifying, recruiting,~~ retaining, ~~incentivizing, and integrating employees, advisors, and consultants. To achieve this, our compensation practices aim to attract and retain~~ qualified personnel ~~and align their interests with~~familiar with our ~~goals~~businesses ~~and~~who ~~the~~head ~~best interests of~~ our ~~stockholders.~~different ~~Our~~businesses ~~compensation~~units ~~philosophy~~ is tocritical ~~provide remuneration that meets our current needs and growth initiatives and~~ to ~~offer incentives for achieving~~ our ~~long-term~~success. ~~plans,~~As ~~including~~of ~~equity~~December ~~and cash incentive plans that attract~~31, ~~retain,~~ ~~and reward personnel through stock-based and cash-based compensation awards. We consider talent attraction and retention essential for achieving our strategy~~2025, ~~and~~ we ~~recognize~~had ~~that~~ a ~~trained,~~total ~~diverse, and engaged workforce is crucial to meeting our objectives. Our recruiting process targets a broad spectrum~~ of ~~potential~~ 100 employees, ~~and~~including weall ~~employ a rigorous screening process to identify and hire qualified professionals~~subsidiaries.

We are committed to diversity and inclusion in the workforce, implementing a policy of non-discriminatory treatment and respect for human rights for all current and prospective employees. We prohibit discrimination based on an individual’s race, religion, creed, color, sex, sexual orientation, age, marital status, disability, national origin, or veteran’s status, which is illegal in many jurisdictions. We respect the human rights of all employees and strive to treat them with dignity in accordance with standards and practices recognized by the international community.10

10Table of Contents

~~Table~~Our human capital resources objectives include identifying, recruiting, retaining, incentivizing, and integrating employees, advisors, and consultants. To achieve this, our compensation practices aim to attract and retain qualified personnel and align their interests with our goals and the best interests of ~~Contents~~our stockholders. Our compensation philosophy is to provide remuneration that meets our current needs and growth initiatives and to offer incentives for achieving our long-term plans, including equity and cash incentive plans that attract, retain, and reward personnel through stock-based and cash-based compensation awards. We consider talent attraction and retention essential for achieving our strategy, and we recognize that a trained, diverse, and engaged workforce is crucial to meeting our objectives. Our recruiting process targets a broad spectrum of potential employees, and we employ a rigorous screening process to identify and hire qualified professionals.

~~Corporate~~We are committed to diversity and inclusion in the ~~History~~workforce, implementing a policy of non-discriminatory treatment and respect for human rights for all current and prospective employees. We prohibit discrimination based on an individual’s race, religion, creed, color, sex, sexual orientation, age, marital status, disability, national origin, or veteran’s status, which is illegal in many jurisdictions. We respect the human rights of all employees and strive to treat them with dignity in accordance with standards and practices recognized by the international community.

~~IQSTEL, formerly~~Corporate ~~known~~History as PureSnax International, Inc., was incorporated under the laws of the State of Nevada on June 24, 2011. PureSnax was previously a wellness brand focused on bringing healthy snacks and foods to consumers. On March 8, 2017, PureSnax exited a previous License Agreement with a Canadian snack food Licensor. From March of 2017 until its acquisition of Etelix.com USA, LLC, PureSnax was working to develop its own brand and its own products for manufacture, distribution, sales and marketing of various products within the health foods and snacks industry and to pursue related business opportunities. PureSnax acquired Etelix.com USA, LLC on June 25, 2018. The company left the healthy snacks and foods business to focus on the Telecommunications Business.

~~On August~~IQSTEL, 30formerly known as PureSnax International, Inc., ~~2018~~was incorporated under the laws of the State of Nevada on June 24, 2011. PureSnax ~~changed~~was ~~its~~previously ~~name~~a towellness ~~“IQSTEL~~brand ~~Inc.”~~focused on bringing healthy snacks and ~~received~~foods ato ~~new~~consumers. ~~CUSIP~~On ~~number:~~March ~~46265G107~~8, as2017, ~~well~~PureSnax asexited a ~~new~~previous License Agreement with a Canadian snack food Licensor. ~~trading~~From ~~symbol~~March ~~“IQST”~~of in2017 ~~order~~until its acquisition of Etelix.com USA, LLC, PureSnax was working to ~~better~~develop ~~resemble~~its own brand and its ~~new~~own ~~name.~~products ~~IQSTEL~~for manufacture, ~~also~~distribution, ~~changed~~sales and marketing of various products within the ~~Standard~~health ~~Industrial~~foods ~~Classification (SIC~~and ~~Code)~~snacks industry and to ~~4813~~pursue related business opportunities. PureSnax acquired Etelix.com USA, ~~Telephone~~LLC ~~Communications~~on June 25, ~~Except~~2018. ~~Radiotelephone~~The company left the healthy snacks and foods business to focus on the Telecommunications Business.

On ~~April~~ 1August 30, ~~2019~~2018, ~~the~~PureSnax ~~Company~~changed ~~entered~~its ~~into~~name ato “IQSTEL ~~Company~~Inc.” ~~Purchase~~and ~~Agreement~~received bya ~~and~~new ~~between~~CUSIP ~~the~~number: ~~Company~~46265G107, ~~and~~as ~~the~~well ~~Ralf~~as ~~Kohler~~a ~~(the~~new trading symbol “~~Seller~~IQST”~~), which~~ ~~agreement~~in ~~provides~~order ~~for~~to better ~~the~~resemble ~~purchase~~its ofnew ~~51%~~name. ofIQSTEL ~~the~~also ~~equity~~changed ~~and~~the ~~certain~~Standard ~~assets~~Industrial ofClassification ~~SwissLink Carrier AG~~ (~~“SwissLink”)~~SIC ~~(www.swisslink-carrier.com~~Code)~~, a~~ ~~Swiss~~to ~~corporation~~4813, byTelephone ~~the~~Communications, Except ~~Company~~Radiotelephone.

On ~~February~~ 10April 1, ~~2020~~2019, the Company entered into a Company Purchase ~~Acquisition~~ Agreement ~~with~~by ~~Jesus~~and ~~Vega~~between ~~regarding~~ the ~~acquisition~~Company ofand ~~51% of~~ the ~~shares in~~Ralf ~~QGlobal~~Kohler, ~~LLC~~which ~~(“QGlobal”).~~agreement ~~QGlobal~~provides isfor athe ~~company~~purchase ~~with~~of 51% of the ~~capacity~~equity toand certain ~~provide~~assets ~~Short~~of ~~Messages~~SwissLink Carrier AG (~~SMS~~“SwissLink”) (www.swisslink-carrier.com), ~~A2P~~a ~~and~~Swiss ~~P2P~~corporation, ~~messaging services~~by the Company.

On February 2110, 2020, the Company entered into a Company Acquisition Agreement with ~~Miguel~~Jesus ~~Scavo~~Vega regarding the acquisition of 7551% of the shares in ~~ItsBchain~~QGlobal, LLC (“~~ItsBchain~~QGlobal”). QGlobal is a company ~~specialized~~with in the ~~development~~capacity ofto ~~Blockchain~~provide ~~applications~~Short ~~for~~Messages ~~telecommunications~~(SMS), A2P and P2P messaging services.

On ~~April~~ 15February 21, 2020, the Company entered into a Company Acquisition Agreement with ~~Francisco~~Miguel ~~Bunt~~Scavo regarding the acquisition of 5175% of the shares in ~~loT Labs~~ItsBchain, LLC (“~~loT Labs~~ItsBchain”). a ~~The~~company ~~loT~~specialized ~~Labs’~~in ~~principal business activity is~~ the ~~sale~~development of ~~SMS~~Blockchain ~~between~~applications ~~USA~~for ~~and Mexico~~telecommunications.

On ~~November~~ 12April 15, 2020, the Company entered into ~~partnership~~a Company Acquisition Agreement with ~~Payment~~Francisco ~~Virtual~~Bunt ~~Mobile Solutions, LLC (PayVMS), a Delaware Corporation~~ regarding the ~~incorporation~~acquisition of ~~Global Money One Inc, in which IQSTEL owns 75~~51% of the shares ~~and~~in ~~PayVMS~~loT ~~owns~~Labs, ~~the~~LLC ~~remaining~~(“loT ~~25%~~Labs”). ~~Global~~The ~~Money~~loT ~~One~~Labs’ isprincipal abusiness ~~Fintech~~activity ~~company~~is ~~with~~the asale ~~complete~~of ~~infrastructure~~SMS tobetween ~~provide~~USA ~~top-up services, international remittances~~ and ~~prepaid debit cards~~Mexico.

On ~~October~~ 1November 12, ~~2021~~2020, the Company entered into anpartnership Agreement ~~agreement~~ with ~~Jesus~~Payment ~~Vega~~Virtual Mobile Solutions, LLC (PayVMS), a Delaware Corporation regarding the ~~acquisition~~incorporation of ~~the~~Global ~~remaining~~Money 49One Inc, in which IQSTEL owns 75% of the shares ~~in QGlobal,~~and ~~LLC~~PayVMS ~~(“QGlobal”).~~owns Bythe ~~means~~remaining of25%. ~~this~~Global ~~transaction~~Money ~~IQSTEL~~One ~~increased~~is ~~its~~a ~~ownership~~Fintech ofcompany ~~QGlobal~~with a complete infrastructure to ~~100%~~provide top-up services, international remittances and prepaid debit cards.

~~On May 13, 2022, the Company entered into a Company Acquisition Agreement regarding the acquisition of 51% of the shares in Whisl telecom LLC (“Whisl”).~~11

~~On June~~Table ~~1, 2022, the Company entered into a Company Acquisition Agreement regarding the acquisition~~ of ~~51% of the shares in Smartbiz Telecom LLC (“Smartbiz”).~~Contents

On ~~March~~ 20October 1, ~~2023~~2021, the Company entered into aan ~~Memorandum of Understanding (the “MOU”)~~ agreement with ~~Got~~Jesus MyVega ~~Idol,~~regarding ~~Inc., a Delaware corporation (“GotMy”). The MOU concerns~~ the ~~formation~~acquisition of ~~a joint venture to implement~~ the ~~commercial~~remaining ~~development~~49% of ~~“Metaverse” products using~~ the ~~current~~shares ~~intellectual~~in ~~property of Got My Idol~~QGlobal, ~~improving~~LLC ~~it,~~(“QGlobal”). ~~and~~By ~~packaged~~means asof ~~products under the to be formed joint~~this ~~venture~~transaction ~~company~~IQSTEL ~~and~~increased ~~using~~its ~~the~~ownership ~~to be formed joint venture brand that will be owned by the to be formed joint venture company. Our equity position in the new company will be 51% and GotMy shall hold the remaining 49%~~ of ~~the~~QGlobal to ~~be formed joint venture entity~~100%.

On ~~January~~ 19May 13, ~~2024~~2022, the Company entered into a ~~Share~~Company Acquisition ~~Purchase~~ Agreement ~~with~~regarding ~~Yukon River Holdings, Ltd. (“Yukon River”), a corporation formed under~~ the ~~laws~~acquisition 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 Whisl ~~QXTEL~~telecom ~~LIMITED,~~LLC ~~a company incorporated in England and Wales~~(“Whisl”).

11On June 1, 2022, the Company entered into a Company Acquisition Agreement regarding the acquisition of 51% of the shares in Smartbiz Telecom LLC (“Smartbiz”).

~~Table~~On March 20, 2023, the Company entered into a Memorandum of ~~Contents~~Understanding (the “MOU”) with Got My Idol, Inc., a Delaware corporation (“GotMy”). The MOU concerns the formation of a joint venture to implement the commercial development of “Metaverse” products using the current intellectual property of Got My Idol, improving it, and packaged as products under the to be formed joint venture company and using the to be formed joint venture brand that will be owned by the to be formed joint venture company. Our equity position in the new company will be 51% and GotMy shall hold the remaining 49% of the to be formed joint venture entity.

On ~~November~~ 1January 19, 2024, the Company entered into a ~~binding~~Share Purchase ~~Memorandum of Understanding (the “~~Agreement”) with ~~Mr.~~Yukon ~~Ralf~~River ~~Koehler ("Ralf")~~Holdings, ~~SwissLink Carrier~~ Ltd., (~~"SwissLink"~~“Yukon River”), ~~and~~a ~~Impact~~corporation ~~Trading~~formed &under ~~Consulting~~the ~~LLC~~laws ~~("Impact")~~of ~~for~~ the ~~purpose~~British ofVirgin Islands ~~outlining~~concerning the ~~understanding~~contemplated ~~regarding~~sale by Yukon River and the ~~exchange~~purchase by us of 4951% ~~ownership~~of the ordinary shares Yukon River holds in ~~SwissLink~~QXTEL LIMITED, ~~for~~a ~~our~~company ~~shares~~incorporated in England and Wales.

On ~~March~~ 10November 1, ~~2025~~2024, the Company ~~signed~~entered into a ~~non-~~binding Memorandum ~~memorandum~~ of ~~understanding~~Understanding (the “~~MOU~~Agreement”) with ~~Accredited~~Mr. ~~Solutions,~~Ralf ~~Inc.~~Koehler (~~“ASII”~~"Ralf") to, ~~set~~SwissLink ~~forth~~Carrier ~~the~~Ltd., ~~preliminary terms~~ ("SwissLink") and ~~mutual~~Impact ~~understanding~~Trading ~~between~~& ~~the~~Consulting ~~parties regarding the Company’s potential sale of its 75% equity interest in itsBChain,~~ LLC (~~the “Subsidiary”~~"Impact") tofor ~~ASII, subject to~~ the ~~negotiation~~purpose ~~and execution~~ of aoutlining ~~definitive~~the ~~Purchase Agreement.~~understanding ~~The~~regarding ~~parties have agreed to execute~~ the ~~Purchase~~exchange ~~Agreement~~of 49% noownership ~~later~~in ~~than~~SwissLink ~~June~~for 1,our ~~2025, or sooner~~shares.

~~Under the~~On ~~MOU~~May 14, 2025, the Company started trading in ~~exchange~~The NASDAQ ~~for~~Capital Market under the ~~75%~~ticker ~~interest~~symbol IQST. This milestone marks a defining moment in the ~~Subsidiary,~~company’s ~~ASII~~journey—from a ~~proposes~~telecom ~~paying~~operator ~~$1,000,000~~ to ~~the~~a ~~Company~~high-tech asglobal ~~follows:~~enterprise.

~~• $500,000~~On inMay ~~restricted~~29, ~~preferred shares of ASII~~2025, the ~~terms~~Company ~~and~~entered ~~features~~into ofa ~~which~~Unit Purchase ~~will~~Agreement ~~be available prior to execution of~~ (the ~~Purchase~~ “Agreement,”) ~~but~~with ~~should~~Craig ~~contain~~Span ~~preferential treatment on the stated value in any liquidation of ASII~~ and aGlobeTopper, ~~conversion~~LLC, ~~price of the lowest stock price with~~ a 10Delaware ~~day~~limited ~~look~~liability ~~back~~company ~~at conversion~~ (~~but~~ ~~with~~“GlobeTopper”), pursuant ato ~~conversion~~which ~~limitation~~the ofCompany ~~4.99%,~~agreed ~~but~~to noacquire ~~greater~~fifty-one ~~than~~percent ~~9.99~~(51%), ~~ensuring~~of ~~iQSTEL’s value~~the ismembership ~~preserved~~interests ~~regardless~~ of ~~fluctuations~~GlobeTopper. inThe ~~ASII’s~~closing ~~common~~occurred on ~~stock~~July ~~price~~1, 2025.

~~• $500,000~~Item in1A. ~~restricted~~Risk ~~common shares of ASII, which are expected to be registered by ASII in a resale offering that is filed on Form S-1 with the SEC within an agreed time from the close of the Purchase Agreement.~~Factors

AtYou should carefully consider the risks described ~~some~~below ~~time~~together with all of the other information included in this registration statement before making an investment decision with regard to our securities. The statements contained in or incorporated herein that are not historic facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. If any of the ~~future~~following risks actually occurs, ~~the~~our ~~Company~~business, ~~plans~~financial condition or results of operations could be harmed. In that case, you may lose all or part of your investment. In addition to ~~distribute~~other information in this registration statement and in other filings we make with the ~~ASII~~Securities ~~common~~and ~~shares~~Exchange Commission, the following risk factors should be carefully considered in evaluating our business as ~~dividends~~they may have a significant impact on our business, operating results and financial condition. If any of the following risks actually occurs, our business, financial condition, results of operations and future prospects could be materially and adversely affected. Because of the following factors, as well as other variables affecting our operating results, past financial performance should not be considered as a reliable indicator of future performance and investors should not use historical trends to ~~its~~anticipate ~~shareholders~~results or trends in future periods.

Further under the MOU, the Company will retain a 1% lifetime royalty on the Subsidiary’s total sales. The Company acknowledges a remaining investment commitment of $65,000 related to the Subsidiary. This amount will be paid in monthly installments of $2,500 directly to the Subsidiary.12

~~On March~~Table ~~19, 2025, the Company signed a non-binding memorandum~~ of understanding (“MOU”) with Craig Span (the “Seller”) to set forth the preliminary terms and mutual understanding between the parties regarding the Company’s potential purchase a 51% equity interest in GlobeTopper, LLC, a Delaware limited liability company (the “GlobeTopper”) held by the Seller, subject to the negotiation and execution of a definitive Purchase Agreement. The parties have agreed to execute the Purchase Agreement no later than July 1, 2025, or sooner.Contents

~~Under the~~Risks ~~MOU,~~Relating ~~in exchange for the 51% interest in the GlobeTopper, the Company proposes paying $700,000~~ to ~~the~~Business ~~Seller with $200,000 in cash over a period set forth in a schedule extending to September 1, 2025,~~ and ~~$500,000~~Financial ~~in common stock of the Company with a share price calculated at a 20% discount to the Volume Weighted Average Price (VWAP) over the five days preceding execution of a definitive Purchase Agreement.~~Condition

~~Further under~~Because the ~~MOU, the~~ Company ~~will~~has ~~pay~~identified ~~performance~~that ~~bonuses~~substantial doubt inexists ~~2025~~within ~~and~~their ~~2026~~ability ~~based~~to oncontinue ~~EBITDA~~as ~~growth~~a ofgoing ~~GlobeTopper~~concern, inthere ~~shares~~is ofan ~~common~~increased ~~stock of~~risk ~~the~~associated ~~Company~~with ~~using~~an ~~the~~investment ~~same~~in ~~discounted~~our ~~VWAP formula above~~Company.

ToWe have continually operated at a loss with an accumulated ~~support~~deficit ~~GlobeTopper’s~~of ~~growth~~$43,276,006 ~~the~~as ~~MOU~~of ~~provides~~December ~~that~~31, 2025. We have not attained profitable operations and, even though the Company ~~will~~maintains ~~provide~~a upcash position very close to $1one third year's operating expenses,~~200,000~~ inwe ~~structured~~are dependent upon obtaining financing ~~across~~or 24generating revenue from operations to continue operations for the next twelve months. ~~after~~Our ~~execution,~~future ~~disbursed~~is independent ~~monthly~~upon ~~installments~~our ability to obtain financing or upon future profitable operations. We may seek additional funds through private placements of ~~$50~~our common stock and/or through debt financing; however,~~000~~ we have no formal commitments or arrangements for such funding, ~~contingent~~and ~~upon~~there ~~meeting~~can ~~quarterly~~be ~~financial~~no ~~targets~~assurance that financing will be available on acceptable terms or at all. For these reasons, our auditors stated in their report that they have substantial doubt we will be able to continue as a going concern. As a result, there is a risk that you could lose the entire amount of your investment in our Company.

~~To ensure~~Because ~~stability~~we ~~and~~have ~~operational~~a ~~continuity,~~limited ~~the~~operating ~~Seller~~history, you ~~will~~may ~~continue~~not tobe ~~serve~~able ~~as CEO~~ to ~~GlobeTopper,~~accurately ~~and~~evaluate 2our ~~of the 3 board members will be selected by the Company~~operations.

~~Item~~We 1Ahave a limited operating history upon which to evaluate the merits of investing in our Company, particularly with respect to our recent diversification into fintech and AI initiatives. ~~Risk~~Potential ~~Factors~~investors should be aware of the difficulties normally encountered by new companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the operations that we plan to undertake. These potential problems include, but are not limited to, unanticipated issues relating to generating sufficient cash flow, managing rapid growth from acquisitions, integrating new business lines, and controlling costs that may exceed current estimates. We expect to continue to incur significant losses into the foreseeable future. We recognize that if the effectiveness of our business plan is not forthcoming, we will not be able to continue business operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and it is doubtful that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail.

~~You should~~We carefully consider the risks described below together with all of the other information included in this registration statement before making an investment decision with regard to our securities. The statements contained in or incorporated herein that are ~~not~~dependent ~~historic facts~~on ~~are~~outside ~~forward-looking~~financing ~~statements~~for ~~that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. If any of~~ the ~~following risks actually occurs, our business, financial~~ ~~condition~~continuation ~~or results~~ of operations could be harmed. In that case, you may lose all or part of your investment. In addition to other information in this registration statement and in other filings we make with the Securities and Exchange Commission, the following risk factors should be carefully considered in evaluating our ~~business as they may have a significant impact on our business, operating results and financial condition. If any of the following risks actually occurs, our business, financial condition, results of~~ operations ~~and future prospects could be materially and adversely affected~~. Because of the following factors, as well as other variables affecting our operating results, past financial performance should not be considered as a reliable indicator of future performance and investors should not use historical trends to anticipate results or trends in future periods.

12Because we currently operate at a loss, we are completely dependent on the continued availability of financing in order to continue our business operations. There can be no assurance that financing sufficient to enable us to continue our operations will be available to us in the future.

~~Table~~We will need additional funds to complete further development of ~~Contents~~our business plan to achieve a sustainable level where ongoing operations can be funded out of revenues. There is no assurance that any additional financing will be available or if available, on terms that will be acceptable to us.

~~Risks~~Our failure to obtain future financing or to generate ~~Relating~~sufficient revenue to ~~Business~~meet our financial needs could result in our inability to continue as a going concern, and, ~~Financial~~as ~~Condition~~a result, our investors could lose their entire investment.

~~Because our~~We ~~auditor~~may ~~has~~be ~~issued~~unable ato ~~going~~achieve ~~concern~~some, ~~opinion~~all ~~regarding~~or ~~our~~any of ~~company,~~the ~~there~~benefits isthat anwe ~~increased~~expect ~~risk~~to ~~associated~~achieve ~~with~~from anour ~~investment~~plan into expand our ~~company~~ operations.

WeIn ~~have~~the ~~continually~~future ~~operated~~we atmay arequire ~~loss~~additional ~~with~~financing for ancapital ~~accumulated~~requirements ~~deficit~~and ofgrowth ~~$32~~initiatives,~~703,410~~ asincluding integration of ~~December~~recent ~~31,~~acquisitions ~~2024.~~and Wedevelopment ~~have~~of ~~not~~fintech ~~attained profitable operations~~ and ~~even~~AI ~~though~~capabilities. Accordingly, ~~the~~we ~~company~~will ~~maintains~~depend aon ~~cash~~our ~~position~~ability ~~very close~~ to ~~one~~generate ~~third~~cash ~~year's~~flows ~~operating expenses, we are dependent upon obtaining financing or generating revenue~~ from operations and to ~~continue~~borrow ~~operations~~funds ~~for~~and ~~the~~issue ~~next~~securities ~~twelve~~in ~~months.~~the ~~Our future is dependent upon~~capital ~~our~~markets ~~ability~~ to ~~obtain~~maintain ~~financing~~and orexpand ~~upon~~our ~~future profitable operations~~business. We ~~reserve~~may ~~the~~need ~~right~~ to ~~seek~~incur ~~additional~~debt ~~funds~~on ~~through~~terms ~~private~~and ~~placements of~~at ~~our~~interest ~~common~~rates ~~stock~~that ~~and/or~~may ~~through~~not ~~debt~~be ~~financing~~as favorable. ~~Our ability to raise~~ If additional financing is ~~unknown.~~not ~~Aside~~available ~~from~~when ~~cash~~required ~~exercises~~or ~~as set~~is ~~forth~~not ~~under~~available ~~an outstanding option that expires~~ on ~~July~~acceptable 14terms, ~~2025,~~ we domay ~~not~~be ~~have~~unable ~~any~~to ~~formal~~operate ~~commitments~~our orbusiness as ~~arrangements~~planned ~~for the advancement~~ or ~~loan~~at ofall, ~~funds.~~fund ~~For~~our ~~these reasons~~expansion, successfully promote our ~~auditors~~business, ~~stated~~develop inor ~~their~~enhance ~~report~~our ~~that~~products ~~they~~and ~~have~~services, ~~substantial~~take ~~doubt~~advantage of webusiness ~~will~~opportunities beor ~~able~~respond to ~~continue as~~competitive apressures, ~~going~~any ~~concern.~~of Aswhich acould ~~result,~~have ~~there is~~ a ~~risk~~material ~~that~~adverse ~~you~~effect ~~could~~on ~~lose~~our ~~the~~business, ~~entire~~financial condition ~~amount~~and results of ~~your investment in our company~~operations.

~~Because we have a limited operating history, you may not be able to accurately evaluate our operations.~~13

~~We have~~Table ~~had limited operations to date. Therefore, we have a limited operating history upon which to evaluate the merits~~ of investing in our company. Potential investors should be aware of the difficulties normally encountered by new companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the operations that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to the ability to generate sufficient cash flow to operate our business and additional costs and expenses that may exceed current estimates. We expect to continue to incur significant losses into the foreseeable future. We recognize that if the effectiveness of our business plan is not forthcoming, we will not be able to continue business operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and it is doubtful that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail.Contents

WeAs a growing Company, we have yet to achieve ~~are~~a ~~dependent~~profit onand ~~outside~~may ~~financing~~not ~~for~~achieve a profit in the ~~continuation~~near offuture, ~~our~~if ~~operations.~~at all.

~~Because~~ We have revenues but we ~~currently~~are ~~operate~~not profitable and may not be in the near future, if at aall. ~~loss~~Further, wemany ~~are~~of ~~completely~~our ~~dependent~~competitors onhave ~~the~~a ~~continued~~significantly ~~availability~~larger ofindustry ~~financing~~presence inand ~~order~~revenue stream but have yet to achieve profitability. Our ability to continue ~~our~~as ~~business operations.~~a ~~There~~going ~~can~~concern beis nodependent ~~assurance~~upon ~~that~~raising capital from financing ~~sufficient~~transactions, increasing torevenue ~~enable~~and uskeeping tooperating ~~continue~~expenses below our ~~operations~~revenue ~~will~~levels bein ~~available~~order to usachieve inpositive ~~the~~cash flows, none of which can ~~future~~be assured.

~~We will~~Risk ~~need~~Factors ~~additional~~Related ~~funds~~ to ~~complete~~Our ~~further~~International development of our business plan to achieve a sustainable level where ongoing operations can be funded out of revenues. There is no assurance that any additional financing will be available or if available, on terms that will be acceptable to us.Operations

Our ~~failure~~ tooperations ~~obtain~~and ~~future~~performance ~~financing~~depend orsignificantly on toglobal ~~produce~~and ~~levels~~regional ofeconomic ~~revenue~~conditions toand ~~meet~~adverse ~~our~~economic ~~financial~~conditions ~~needs~~can ~~could~~adversely ~~result~~affect in our ~~inability~~business, toresults ~~continue as~~of aoperations ~~going concern,~~ and, financial ~~as a result, our investors could lose their entire investment~~condition.

WeA deterioration in economic conditions and related ~~may~~drivers beof ~~unable~~global touncertainty ~~achieve~~and ~~some~~change, ~~all~~such oras ~~any~~reduced business activity, high unemployment, rising interest rates, housing prices, and energy prices (including the price of gasoline), increased consumer indebtedness, lack of available credit, currency volatility, the ~~benefits~~rate ~~that~~of weinflation, ~~expect~~and toperceptions ~~achieve~~of ~~from~~the ~~our~~economy, ~~plan~~as towell ~~expand~~as other factors, such as terrorist attacks, protests, looting, and other forms of civil unrest, cyber-attacks and data breaches, public health emergencies (such as the COVID-19 pandemic and other epidemics), extreme weather conditions and climate change, significant changes in the political environment, political instability, armed conflict (such as the ongoing military conflict between Ukraine and Russia and tensions involving Iran and the Middle East) and/or public policy, including increased state, local or federal taxation, tariffs, sanctions or trade restrictions could adversely affect our ~~operations~~operating results and financial condition.

~~In the~~Major ~~future~~public wehealth ~~may~~issues, ~~require~~including ~~additional~~pandemics, have ~~financing~~adversely ~~for~~affected, ~~capital requirements~~ and ~~growth~~could ~~initiatives.~~in ~~Accordingly,~~the wefuture ~~will~~materially ~~depend~~adversely onaffect, ~~our~~us ~~ability to~~due ~~generate cash flows from operations and~~ to ~~borrow~~their ~~funds~~impact ~~and~~on ~~issue securities in~~ the ~~capital~~global ~~markets~~economy ~~to maintain~~ and ~~expand~~demand for our ~~business. We~~telecommunications ~~may~~and ~~need~~fintech toservices; ~~incur~~the ~~debt~~imposition onof ~~terms~~protective ~~and~~public atsafety ~~interest~~measures, ~~rates~~such ~~that may not be~~ as ~~favorable.~~shutdowns Ifand ~~additional financing is not available when~~restrictive ~~required~~health ormandates; isand ~~not~~disruptions ~~available~~in onour ~~acceptable terms~~operations, wesupply ~~may~~chain, benetwork ~~unable~~interconnections, toand ~~operate~~sales ~~our business as planned or at all~~channels, ~~fund~~resulting ~~our~~in ~~expansion,~~interruptions ~~successfully~~to ~~promote~~ our business, ~~develop~~and orthe ~~enhance~~supply ~~our~~of current products and ~~services,~~offering ~~take advantage~~ of ~~business~~existing ~~opportunities~~services, orand ~~respond to~~delays ~~competitive~~in ~~pressures,~~production ~~any~~ramps of ~~which~~new ~~could have a material adverse effect on our business, financial condition~~ products and ~~results~~development of ~~operations~~new services.

13In addition to an adverse impact on demand for our regenerative products and services, uncertainty about, or a decline in, global or regional economic conditions can have a significant impact on our suppliers, contract manufacturers, logistics providers, distributors, and other channel partners, and developers. Potential outcomes include financial instability; inability to obtain credit to finance business operations; and insolvency.

~~Table~~As a result, our operating results may be impacted by the health of ~~Contents~~the global economy. Volatility and disruption in global capital and credit markets may lead to slowdowns or declines in client spending which could adversely affect our business and financial performance. Our business and financial performance, including new business bookings and collection of our accounts receivable, may be adversely affected by current and future economic conditions (including a reduction in the availability of credit, higher energy costs, rising interest rates, financial market volatility and lower than expected economic growth) that cause a slowdown or decline in client spending. Reduced purchases by our clients or changes in payment terms could adversely affect our revenue growth and cause a decrease in our cash flow from operations. Bankruptcies or similar events affecting clients may cause us to incur bad debt expenses at levels higher than historically experienced. Further, volatility and disruption in global financial markets may also limit our ability to access the capital markets at a time when we would like, or need, to raise capital, which could have an impact on our ability to react to changing economic and business conditions. Accordingly, if global financial and economic volatility continues or worsens, our business, results of operations and financial condition could be materially and adversely affected.

~~As a~~Adverse ~~growing~~economic ~~company,~~conditions wecan ~~have~~also ~~yet~~lead to ~~achieve~~increased credit aand ~~profit~~collectability risk on our trade receivables; the failure of derivative counterparties and ~~may~~other ~~not~~financial ~~achieve~~institutions; alimitations on ~~profit~~our ability to issue new debt; reduced liquidity; and declines in the ~~near~~fair ~~future~~values of our financial instruments. These and other impacts can materially adversely affect our business, ifresults atof ~~all~~operations, financial condition and stock price.

We have revenues but we are not profitable and may not be in the near future, if at all. Further, many of our competitors have a significantly larger industry presence and revenue stream but have yet to achieve profitability. Our ability to continue as a going concern is dependent upon raising capital from financing transactions, increasing revenue and keeping operating expenses below our revenue levels in order to achieve positive cash flows, none of which can be assured.14

~~Risk Factors~~Table ~~Related~~of ~~to Our International Operations~~Contents

~~Our operations~~We ~~and~~have ~~performance~~substantial ~~depend~~revenue ~~significantly~~derived onfrom ~~global~~customers outside ~~and~~of ~~regional~~the ~~economic~~United ~~conditions~~States, and ~~adverse~~we ~~economic~~may ~~conditions~~lose ~~can~~revenues ~~adversely affect~~and ~~our~~market ~~business,~~share ~~results~~due ofto ~~operations~~exchange rate fluctuations and ~~financial~~political ~~condition~~and economic changes related to foreign business.

A ~~deterioration~~ insignificant ~~economic~~portion ~~conditions and related drivers~~ of ~~global~~our ~~uncertainty~~revenue ~~and~~comes ~~change,~~from ~~such as reduced business activity, high unemployment,~~customers ~~rising interest rates, housing prices,~~ and ~~energy~~traffic ~~prices~~outside ~~(including~~of the ~~price~~United ~~of gasoline)~~States, ~~increased~~including ~~consumer~~high ~~indebtedness,~~volumes ~~lack~~routed ~~of available~~to ~~credit~~Asia, ~~the rate of inflation~~Africa, and ~~perceptions~~Latin ofAmerica. ~~the~~Any ~~economy,~~company asconducting ~~well~~foreign business asis ~~other~~always ~~factors,~~subject ~~such~~to ~~as terrorist attacks~~economic, ~~protests, looting,~~political and ~~other~~regulatory ~~forms~~uncertainties ~~of civil unrest, cyber-attacks~~ and ~~data~~risks ~~breaches,~~that ~~public~~are ~~health~~unique ~~emergencies~~to ~~(such~~each asarea of the ~~COVID-19~~world. ~~pandemic and~~Fluctuations ~~other~~in ~~epidemics),~~exchange ~~extreme~~rates ~~weather~~may ~~conditions~~also ~~and~~affect ~~climate change, significant changes in~~ the ~~political~~prices ~~environment,~~that ~~political~~foreign ~~instability, armed~~customers ~~conflict~~are ~~(such~~willing asto ~~the~~pay ~~ongoing military conflict between Ukraine~~ and ~~Russia~~may ~~and~~put ~~the~~us ~~emerging~~at ~~military~~a ~~conflict~~price indisadvantage ~~Israel and Gaza)~~compared ~~and/or~~to ~~public~~other ~~policy,~~competitors. ~~including~~Potentially ~~increased~~volatile ~~state,~~shifts ~~local~~in orexchange ~~federal~~rates ~~taxation,~~may ~~could~~negatively ~~adversely~~ affect our ~~operating~~financial ~~results~~position and ~~financial condition~~results.

~~Major public~~We ~~health~~operate ~~issues,~~a ~~including pandemics such as the COVID-19 pandemic, have adversely affected, and could in the future materially adversely affect, us due to their impact on the~~ global ~~economy~~business ~~and~~that ~~demand~~exposes ~~for our regenerative products; the imposition of protective~~us ~~public safety measures, such as shutdowns and restrictive health mandates; and disruptions in our operations, supply chain and sales and distribution channels, resulting in interruptions~~ to ~~our business and the supply of current products and offering of existing services~~currency, ~~and~~ ~~delays~~economic ~~in production ramps of new products~~ and ~~development~~regulatory ~~of new services~~risks.

~~In addition~~Our torevenue ancomes ~~adverse~~primarily ~~impact~~from onsales ~~demand~~and ~~for~~traffic outside ~~our~~the ~~regenerative~~U.S. ~~products~~ and ~~services,~~our ~~uncertainty~~growth ~~about,~~strategy oris alargely ~~decline~~focused ~~in,~~on ~~global~~emerging ormarkets ~~regional economic~~in ~~conditions~~Latin ~~can have a significant impact on our suppliers~~America, ~~contract manufacturers~~Asia, ~~logistics providers~~Africa, ~~distributors,~~ and ~~other~~the Middle East. ~~channel~~Our ~~partners,~~success ~~and~~delivering ~~developers.~~solutions ~~Potential~~and ~~outcomes~~competing ~~include~~in ~~financial~~international ~~instability;~~markets ~~inability~~is subject to ~~obtain~~our ~~credit~~ability to ~~finance~~manage ~~business~~various ~~operations;~~ risks and ~~insolvency.~~difficulties, including, but not limited to:

~~As a~~• ~~result,~~ our ~~operating~~ability ~~results~~to ~~may~~effectively bestaff, ~~impacted~~provide bytechnical ~~the~~support ~~health~~and ofmanage ~~the~~operations ~~global~~in ~~economy.~~multiple ~~Volatility~~countries; ~~and~~• ~~disruption~~fluctuations in ~~global~~currency ~~capital~~exchange ~~and credit~~rates; ~~markets~~• ~~may~~timely ~~lead~~collecting toof ~~slowdowns~~accounts orreceivable ~~declines~~from incustomers ~~client~~located ~~spending~~outside ~~which~~of ~~could~~the ~~adversely~~U.S.; ~~affect~~• ~~our~~trade ~~business~~restrictions, ~~and~~political ~~financial~~instability, ~~performance. Our~~disruptions ~~business~~in ~~and~~ financial ~~performance~~markets, ~~including new business bookings~~ and ~~collection~~deterioration of ~~our accounts receivable, may be adversely affected by current and future~~ economic conditions; ~~(including~~• acompliance ~~reduction~~with in the ~~availability~~U.S. ofForeign ~~credit,~~Corrupt ~~higher~~Practices ~~energy costs~~Act, ~~rising~~and ~~interest rates,~~other ~~financial~~anti-bribery ~~market~~laws ~~volatility~~ and ~~lower~~regulations; ~~than~~• ~~expected~~variations ~~economic~~and ~~growth) that cause a slowdown or decline in client spending. Reduced purchases by our clients or~~ changes in ~~payment~~laws ~~terms~~applicable ~~could~~to ~~adversely affect~~ our ~~revenue growth and cause a decrease in our cash flow from~~ operations. ~~Bankruptcies or similar events affecting clients may cause us to incur bad debt expenses at levels higher than historically experienced. Further, volatility and disruption~~ in ~~global~~different ~~financial markets may also limit our ability to access the capital markets at a time when we would like~~jurisdictions, orincluding ~~need,~~enforceability toof ~~raise~~intellectual ~~capital,~~property ~~which could have an impact on our ability to react to changing economic~~ and ~~business~~ ~~conditions.~~contract ~~Accordingly,~~rights; ~~if global financial~~ and ~~economic~~• ~~volatility~~compliance ~~continues~~with orexport ~~worsens~~regulations, ~~our~~tariffs ~~business, results of operations~~ and ~~financial~~other ~~condition~~regulatory ~~could be materially and adversely affected~~barriers.

~~Adverse economic~~Our ~~conditions~~global ~~can~~operations ~~also~~subject ~~lead~~us to ~~increased~~many ~~credit and collectability risk on our trade receivables; the failure of derivative counterparties~~different and ~~other~~complex ~~financial~~laws ~~institutions; limitations on our ability to issue new debt; reduced liquidity;~~ and ~~declines~~rules, ~~in the fair values of our financial instruments. These~~ and ~~other~~we ~~impacts~~may ~~can~~face ~~materially~~difficulty ~~adversely~~in ~~affect our business, results of operations, financial condition and stock price~~compliance.

14Due to our global operations across 20 countries and recent acquisitions (including QXTEL with offices in the UK, Argentina, Dubai, Serbia, and Turkey), we are subject to many laws governing international relations (including but not limited to the Foreign Corrupt Practices Act, the U.S. Export Administration Act the EU General Data Protection Regulation, and the U.K. Modern Anti-Slavery Act); which prohibit improper payments to government officials and restrict where and how we can do business, what information or products we can supply to certain countries, what personal information we can transfer, and what information we can provide to a non-U.S. government. Although we have procedures and policies in place that should mitigate the risk of violations of these laws, there is no guarantee that they will be sufficiently effective. If, and when we acquire new businesses, we may not be able to ensure that the pre-existing controls and procedures meant to prevent violations of the rules and laws were effective, and we may not be able to implement effective controls and procedures to prevent violations quickly enough when integrating newly acquired businesses. Acquisitions of new businesses in new non-U.S. jurisdictions may also subject us to new regulations and laws, and we may face difficulties ensuring compliance with these new requirements.

~~Table~~These challenges include: (1) compliance with complex and changing laws, regulations and policies of ~~Contents~~governments that may impact our operations, such as foreign ownership restrictions, import and export controls, tariffs, and trade restrictions; (2) compliance with U.S. and foreign laws that affect the activities of companies abroad, such as anti-corruption laws, competition laws, currency regulations, and laws affecting dealings with certain nations; (3) the difficulties involved in managing an organization doing business in many different countries; (4) rapid changes in government policy, acts of terrorism, or the threat of international boycotts or U.S. anti-boycott legislation; and (5) currency exchange rate fluctuations.

We have some revenue derived from customers outside of the United States, and we may lose revenues and market share due to exchange rate fluctuations and political and economic changes related to foreign business. 15

~~Some of~~Table ~~our revenue comes from customers outside~~ of the United States. Any company conducting foreign business is always subject to economic, political and regulatory uncertainties and risks that are unique to each area of the world. Fluctuations in exchange rates may also affect the prices that foreign customers are willing to pay and may put us at a price disadvantage compared to other competitors. Potentially volatile shifts in exchange rates may negatively affect our financial position and results.Contents

~~We operate~~Risk aFactors ~~global~~Related ~~business that exposes us~~ to ~~currency,~~the ~~economic~~Business ~~and~~of ~~regulatory~~the ~~risks.~~Company

Our ~~revenue~~ ~~comes~~telecommunications ~~primarily~~line ~~from~~of ~~sales~~business ~~outside the U.S. and our growth strategy~~ is ~~largely focused on emerging markets. Our success delivering~~ ~~solutions~~highly ~~and~~sensitive ~~competing~~to indeclining ~~international~~prices, ~~markets~~which ismay ~~subject~~adversely toaffect our ~~ability~~revenues ~~to manage various risks~~ and ~~difficulties, including, but not limited to:~~margins.

•The ~~our~~telecommunications ~~ability~~industry tois ~~effectively~~characterized by ~~staff,~~intense ~~provide~~price ~~technical~~competition, ~~support~~which ~~and~~has ~~manage~~resulted ~~operations~~ in ~~multiple~~declines ~~countries; • fluctuations~~ in ~~currency~~both ~~exchange~~our ~~rates;~~average • timely collecting of accounts receivable from customers located outside of the U.S.; • trade restrictions, political instability, disruptions in financial markets, and deterioration of economic conditions; • compliance with the U.S. Foreign Corrupt Practices Act, and other antiper-~~bribery~~minute ~~laws~~price ~~and~~realizations ~~regulations; • variations~~ and ~~changes in laws applicable to~~ our ~~operations~~average inper-minute termination ~~different jurisdictions, including enforceability of intellectual property and contract rights; and • compliance with export regulations, tariffs and other regulatory barriers~~costs.

~~Our global~~A ~~operations~~reduction ~~subject~~in usour prices to ~~many~~compete ~~different~~with any other offers in the market will not always guarantee an increase in traffic, which may result in a reduction of revenue. If these trends in pricing continue or accelerate, it could have a material adverse effect on the revenues generated by our telecommunications businesses and/or ~~complex~~our ~~laws~~gross margins. The continued growth of Over-The-Top calling and ~~rules~~messaging services, such as WhatsApp, Skype and weViber ~~may~~have adversely ~~face~~affected ~~difficulty~~the use of traditional phone communications. We expect this IP-based service, which offers voice communications for free, to continue to increase, which may result in ~~compliance~~increased substitution on our service offerings.

~~Due to~~Our ~~our~~subsidiary ~~global~~GlobeTopper ~~operations,~~operates wein ~~are~~a ~~subject to many laws governing international relations (including but not limited to the Foreign Corrupt~~rapidly ~~Practices~~evolving ~~Act,~~digital ~~the U.S. Export Administration Act the EU General Data Protection Regulation, and the U.K. Modern Anti-Slavery Act); which prohibit improper~~ payments ~~to government officials~~ and ~~restrict~~incentives ~~where~~market, and ~~how~~its ~~we can do~~ business, ~~what~~model information or products we can supply to certain countries, what personal information we can transfer, and what information we can provide to a non-U.S. government. Although we have procedures and policies in place that should mitigate the risk of violations of these laws, there is no guarantee that they will be sufficiently effective. If, and when we acquire new businesses, we may not becontinue ~~able~~ to ~~ensure~~achieve ~~that~~market the pre-existing controls and procedures meant to prevent violations of the rules and laws were effective, and we may not be able to implement effective controls and procedures to prevent violations quickly enough when integrating newly acquired businessesacceptance. ~~Acquisitions of new businesses in new non-U.S. jurisdictions may also subject us to new regulations and laws, and we may face difficulties ensuring compliance with these new requirements.~~

~~These challenges~~GlobeTopper’s ~~include:~~services ~~(1)~~depend ~~compliance~~on ~~with~~continued adoption ~~complex~~of ~~and~~digital ~~changing~~gift ~~laws~~cards, ~~regulations~~digital incentives, and ~~policies~~related ofpayment ~~governments~~technologies ~~that~~by ~~may impact our operations~~enterprises, ~~such~~ asdistribution ~~foreign ownership restrictions~~partners, ~~import~~ and ~~export~~end ~~controls, tariffs, and trade restrictions; (2) compliance with U~~users.~~S. and foreign~~ ~~laws~~Market ~~that~~preferences ~~affect~~may ~~the~~shift ~~activities~~toward ofalternative ~~companies~~incentive ~~abroad~~mechanisms, ~~such~~new aspayment ~~anti-corruption laws~~technologies, ~~competition~~or ~~laws,~~competing ~~currency~~platforms. ~~regulations,~~If ~~and laws affecting~~GlobeTopper ~~dealings~~fails ~~with~~to ~~certain~~adapt ~~nations;~~its ~~(3)~~offerings ~~the~~to ~~difficulties~~evolving ~~involved~~customer inneeds ~~managing~~or antechnological ~~organization doing business in many different countries; (4) rapid~~ changes ~~in government policy~~, ~~acts~~its ofgrowth ~~terrorism,~~prospects orand ~~the~~financial ~~threat~~performance ~~of international boycotts or U.S. anti-boycott legislation;~~could ~~and~~be ~~(5)~~adversely ~~currency exchange rate fluctuations~~affected.

15Our products face intense competitive challenges, including rapid technological changes, and pricing pressure from competitors, which could adversely affect our business.

~~Table~~All of ~~Contents~~our product lines are subject to significant competition from existing and future competitors, market conditions and technological change, or a combination of them, and our sales revenues and gross margins may suffer protracted and serious declines with the result that we would likely incur protracted losses. Further, the barriers to entry in several of our lines of business are relatively low, so we may face competition from new entrants who undercut our prices with products or services that possess superior technological attributes or offer better value to customers. In this instance, we could incur protracted and significant losses and holders of our common stock would suffer losses thereby.

~~Risk~~From time to time, we may need to reduce our prices ~~Factors~~in ~~Related~~response to ~~the~~competitive ~~Business~~and customer pressures and to maintain our market share. Competition and customer pressures may also restrict our ability to increase prices in response to commodity and other input cost increases. Our results of ~~the~~operations ~~Company~~will suffer if profit margins decrease, as a result of a reduction in prices, increased input costs or other factors, and if we are unable to increase sales volumes to offset those profit margin decreases. We may also need to increase spending on marketing, advertising and new product innovation to protect existing market share or increase market share. The success of our investments is subject to risks, including uncertainties about trade and consumer acceptance. As a result, our increased expenditures may not maintain or enhance market share and could result in lower profitability.

~~Our telecommunications line of business is highly sensitive to declining prices, which may adversely affect our revenues and margins.~~16

~~The telecommunications~~Table ~~industry~~of ~~is characterized by intense price competition, which has resulted in declines in both our average per-minute price realizations and our average per-minute termination costs.~~Contents

~~A reduction~~Our inoperating ~~our~~results ~~prices~~may ~~to compete with any other offers in the market will not always guarantee an increase in traffic~~fluctuate, which ~~may result~~ ~~in a reduction of revenue. If these trends in pricing continue or accelerate, it~~ could have a ~~material~~negative ~~adverse~~impact ~~effect~~ on ~~the revenues generated by~~ our ~~telecommunications~~ability ~~businesses~~to ~~and/or~~grow our ~~gross~~client ~~margins. The continued growth of Over-The-Top calling and messaging services~~base, ~~such~~ asestablish ~~WhatsApp,~~sustainable ~~Skype~~revenues and ~~Viber~~succeed ~~have adversely affected the use of traditional phone communications~~overall. ~~We expect this IP-based service, which offers voice communications for free to continue to increase, which may result in increased substitution on our service offerings.~~

Our ~~products~~ ~~face~~results ~~intense~~of ~~competitive~~operations ~~challenges,~~may ~~including~~fluctuate ~~rapid~~as ~~technological~~a ~~changes,~~result of ~~and~~a ~~pricing~~number ~~pressure~~of ~~from competitors~~factors, some of which ~~could adversely~~are ~~affect~~beyond our ~~business.~~control including but not limited to:

~~All of~~• ~~our~~general ~~product~~economic ~~lines~~conditions ~~are~~in ~~subject~~the togeographies ~~significant~~and ~~competition~~industries ~~from~~where ~~existing~~we ~~and~~sell ~~future~~our ~~competitors,~~services ~~market~~and ~~conditions~~conduct ~~and~~operations; ~~technological change,~~legislative orand aregulatory ~~combination~~policies ofwhere ~~them,~~we ~~and~~sell our ~~sales~~services ~~revenues~~ and ~~gross~~conduct ~~margins~~operations; ~~may~~• ~~suffer~~the ~~protracted~~budgetary ~~and~~constraints ~~serious~~of ~~declines~~our ~~with~~customers; seasonality; • the ~~result that~~success weof ~~would~~our ~~likely~~strategic ~~incur~~growth ~~protracted~~initiatives; ~~losses.~~• ~~Further,~~costs ~~the~~associated ~~barriers~~with tothe ~~entry~~launching inor ~~several~~integration of ~~our~~new ~~lines~~or ofacquired ~~business~~businesses; ~~are~~• ~~not~~timing soof ~~significant that~~new weproduct ~~may~~introductions beby ~~facing~~us, ~~competition~~our ~~from~~suppliers ~~others~~and ~~who~~our ~~see~~competitors; ~~significant~~product ~~opportunities~~and toservice ~~enter~~mix, ~~the~~availability, ~~market~~utilization and ~~undercut~~pricing; ~~our~~• ~~prices~~the ~~with~~mix, ~~products that~~by ~~possess~~state ~~superior~~and ~~technological~~country, ~~attributes~~of atour ~~prices~~revenues, ~~that~~personnel ~~offer~~and ~~our~~assets; ~~customers~~• amovements ~~better~~in ~~value.~~interest Inrates ~~this~~or ~~instance,~~tax werates; ~~could~~• ~~incur~~changes ~~protracted~~ in, and ~~significant~~application ~~losses~~of, ~~and~~accounting ~~people~~rules; ~~who~~• ~~acquire~~changes ~~our~~in ~~common~~the ~~stock~~regulations ~~would~~applicable ~~suffer~~to ~~losses~~us; ~~thereby~~and • litigation matters.

~~From time~~As to time, we may need to reduce our prices in response to competitive and customer pressures and to maintain our market share. Competition and customer pressures may also restrict our ability to increase prices in response to commodity and other input cost increases. Our results of operations will suffer if profit margins decrease, as a result of athese ~~reduction in prices, increased input costs or other~~ factors, ~~and~~ if we ~~are unable to increase sales volumes to offset those profit margin decreases. We~~ may ~~also~~not ~~need to increase spending on marketing,~~succeed ~~advertising~~in ~~and new product innovation to protect existing market share or increase market share. The success of~~ our ~~investments is subject to risks~~business, ~~including uncertainties about trade~~ and ~~consumer~~we ~~acceptance. As a result, our increased expenditures may not maintain or enhance market share and~~ could ~~result~~go inout ~~lower~~of ~~profitability~~business.

~~Our~~The termination of our carrier agreements and ~~operating~~our ~~results~~inability ~~may~~to ~~fluctuate,~~enter ~~which~~into ~~could~~new ~~have~~carrier aagreements ~~negative~~in ~~impact~~the onfuture ~~our~~could ~~ability~~materially toand ~~grow~~adversely affect our ~~client~~ability ~~base~~to compete, ~~establish~~which could ~~sustainable~~reduce our revenues and ~~succeed overall~~profits.

~~Our~~We rely upon our carrier agreements to provide our ~~results~~telecommunications ofservices ~~operations~~to ~~may~~our ~~fluctuate~~customers. asThese acarrier ~~result~~agreements ofare, ain ~~number~~most ofcases ~~factors~~for finite terms and, ~~some~~therefore, ofthere ~~which~~can be ~~are~~no ~~beyond~~guarantee that these agreements will be renewed at all or on favorable terms to us. Our ability to compete would be adversely affected if our ~~control~~carrier ~~including~~agreements ~~but~~were ~~not~~terminated ~~limited~~or we were unable to enter into carrier agreements in the future to provide our telecommunications services to: our customers, which could result in a reduction of our revenues and profits.

•Our ~~general~~subsidiary ~~economic~~GlobeTopper ~~conditions~~relies on inaccess ~~the~~to ~~geographies~~a ~~and~~large ~~industries~~catalog ~~where we sell our services and conduct operations; legislative policies where we sell our services and conduct operations; • the budgetary constraints~~ of ~~our~~merchant customers; seasonality; • the success of our strategic growth initiatives; • costs associated with the launching or integration of new or acquired businesses; • timing of new product introductions by usbrands, ~~our suppliers~~ and ~~our competitors; product and service mix, availability, utilization and pricing; •~~ the ~~mix,~~loss ~~by state and country,~~ of ~~our~~key ~~revenues,~~merchant ~~personnel~~relationships ~~and~~could ~~assets;~~materially •impact ~~movements~~its ~~in interest rates or tax rates; • changes in, and application of, accounting rules; • changes in the regulations applicable to us; • Litigation matters~~business.

AsGlobeTopper’s value proposition depends on amaintaining ~~result~~access ofto ~~these~~more ~~factors~~than 4,000 wemerchant brands across multiple geographies. Merchant partners may ~~not~~change ~~succeed~~their distribution strategies, impose new restrictions, or terminate relationships. Any reduction in ~~our~~catalog ~~business~~breadth, ~~and~~particularly weamong high-demand brands, could goreduce client ~~out~~demand ofand ~~business~~negatively affect revenue.

The termination of our carrier agreements or our inability to enter into new carrier agreements in the future could materially and adversely affect our ability to compete, which could reduce our revenues and profits.17

~~We rely~~Table upon our carrier agreements to provide our telecommunications services to our customers. These carrier agreements are, in most cases for finite terms and, therefore, there can be no guarantee that these agreements will be renewed at all or on favorable terms to us. Our ability to compete would be adversely affected if our carrier agreements were terminated or we were unable to enter into carrier agreements in the future to provide our telecommunications services to our customers, which could result in a reduction of ~~our revenues and profits.~~Contents

Our customers could experience financial difficulties, which could adversely affect our revenues and profitability if we experience difficulties in collecting our receivables.

As a provider of international long-distance services, we depend upon sales of transmission and termination of traffic to other long-distance providers and the collection of receivables from these customers. The wholesale telecommunications market continues to feature many smaller, less financially stable companies. If weakness in the telecommunications industry or the global economy reduces our ability to collect our accounts receivable from our major customers our profitability may be substantially reduced. While our most significant customers, from a revenue perspective, vary from quarter to quarter, our 2737 largest customers (4.representing approximately 5.37% of our total customer base) collectively accounted for 8990% of total consolidated revenues in fiscal year ~~2024~~2025. Although we are somewhat insulated from nonpayment because 33approximately 30% of our revenue is prepaid, this concentration of revenue increases our exposure to non-payments and we may experience significant write-offs if any of our large customers fail to pay their outstanding balances, which could adversely affect our revenues and profitability.

We may fail to successfully integrate our acquisitions or otherwise be unable to benefit from pursuing acquisitions.

We intend to make acquisitions of complementary (including competitive) businesses, products and technologies. However, any future acquisitions may result in material transaction costs, increased interest and amortization expenses related to goodwill and other intangible assets, increased depreciation expenses and increased operating expenses, any of which could have an adverse effect on our operating results and financial position. Acquisitions will require integration of acquired assets and management into our operations to realize economies of scale and control costs. Acquisitions may involve other risks, including diversion of management attention that would otherwise be available for ongoing internal development of our business and risks inherent in entering markets in which we have no or limited prior experience. In connection with future acquisitions, we may make potentially dilutive issuances of equity securities. In addition, consummation of acquisitions may subject us to unanticipated business uncertainties, contingent liabilities or legal matters relating to those acquired businesses for which the sellers of the acquired businesses may not fully indemnify us. There can be no assurance that our business will grow through acquisitions, as anticipated.

16We believe there are meaningful opportunities to grow through acquisitions and joint ventures across all product and service categories and we expect to continue a strategy of selectively identifying and acquiring businesses with complementary products and services. We may be unable to identify, negotiate, and complete suitable acquisition opportunities on reasonable terms. There can be no assurance that any business acquired by us will be successfully integrated with our operations or prove to be profitable to us. We may incur future liabilities related to acquisitions. Should any of the following problems, or others, occur as a result of our acquisition strategy, the impact could be material:

~~Table~~• diversion of ~~Contents~~management time and focus from operating our business; • use of resources that are needed in other areas of our business; • in the case of an acquisition, implementation or remediation of controls, procedures and policies of the acquired company; • in the case of an acquisition, difficulty integrating the accounting systems and operations of the acquired company; • in the case of an acquisition, coordination of product, engineering and selling and marketing functions, including difficulties and additional expenses associated with supporting legacy services and products and hosting infrastructure of the acquired company and difficulty converting the customers of the acquired company onto our systems, platforms and contract terms, including disparities in the revenues, licensing, support or professional services model of the acquired company;

We believe there are meaningful opportunities to grow through acquisitions and joint ventures across all product and service categories and we expect to continue a strategy of selectively identifying and acquiring businesses with complementary products and services. We may be unable to identify, negotiate, and complete suitable acquisition opportunities on reasonable terms. There can be no assurance that any business acquired by us will be successfully integrated with our operations or prove to be profitable to us. We may incur future liabilities related to acquisitions. Should any of the following problems, or others, occur as a result of our acquisition strategy, the impact could be material:18

•Table ~~diversion~~ of management time and focus from operating our business; • use of resources that are needed in other areas of our business; • in the case of an acquisition, implementation or remediation of controls, procedures and policies of the acquired company; • in the case of an acquisition, difficulty integrating the accounting systems and operations of the acquired company; • in the case of an acquisition, coordination of product, engineering and selling and marketing functions, including difficulties and additional expenses associated with supporting legacy services and products and hosting infrastructure of the acquired company and difficulty converting the customers of the acquired company onto our systems, platforms and contract terms, including disparities in the revenues, licensing, support or professional services model of the acquired company; • in the case of an acquisition, difficulty integrating, supporting or enhancing acquired product lines or services, including difficulty in transitioning acquired solutions developed with different source code architectures to our integrated platforms, difficulty in supporting feature development across our full suite of house-built and acquired solutions and strain on resources from marketing and supporting multiple platforms prior to integration; • in the case of an acquisition, retention and integration of employees from the acquired company, and preservation of our corporate culture; • in the case of an acquisition, reliance on certain existing executive teams of acquired companies in new industries; • in the case of an acquisition or divestiture, difficulty delivering on our product strategy, including building a platform that enables us to drive value across our full ecosystem of merchants, suppliers and consumers; • unforeseen costs or liabilities; • adverse effects to our existing business relationships with partners and customers as a result of the acquisition, investment or divestiture; • the possibility of adverse tax consequences; • in the case of an acquisition or divestiture, we may not be able to secure required regulatory approvals or otherwise satisfy closing conditions for a proposed transaction in a timely manner, or at all; • fluctuations in the value of our investments, impairment to the value of our investments, or the failure to realize a return on such investments; • regulatory risks, litigation or other claims inherited from or arising in connection with the acquired company, investment or divestiture; • in the case of a divestiture, unforeseen loss of institutional knowledge, resources, know-how, or other assets; • in the case of a divestiture, potential contractual obligations may trigger, such as change of control obligations, which may negatively impact our ability to execute on such divestiture, our business, our financial condition, or our operating results; andContents

17• in the case of an acquisition, difficulty integrating, supporting or enhancing acquired product lines or services, including difficulty in transitioning acquired solutions developed with different source code architectures to our integrated platforms, difficulty in supporting feature development across our full suite of house-built and acquired solutions and strain on resources from marketing and supporting multiple platforms prior to integration; • in the case of an acquisition, retention and integration of employees from the acquired company, and preservation of our corporate culture; • in the case of an acquisition, reliance on certain existing executive teams of acquired companies in new industries; • in the case of an acquisition or divestiture, difficulty delivering on our product strategy, including building a platform that enables us to drive value across our full ecosystem of merchants, suppliers and consumers; • unforeseen costs or liabilities; • adverse effects to our existing business relationships with partners and customers as a result of the acquisition, investment or divestiture; • the possibility of adverse tax consequences; • in the case of an acquisition or divestiture, we may not be able to secure required regulatory approvals or otherwise satisfy closing conditions for a proposed transaction in a timely manner, or at all; • fluctuations in the value of our investments, impairment to the value of our investments, or the failure to realize a return on such investments; • regulatory risks, litigation or other claims inherited from or arising in connection with the acquired company, investment or divestiture; • in the case of a divestiture, unforeseen loss of institutional knowledge, resources, know-how, or other assets; • in the case of a divestiture, potential contractual obligations may trigger, such as change of control obligations, which may negatively impact our ability to execute on such divestiture, our business, our financial condition, or our operating results; and

~~Table~~• in the case of ~~Contents~~foreign acquisitions, the need to integrate operations across different cultures and languages and to address the particular economic, currency, political and regulatory risks associated with specific countries. • We may not be able to identify acquisition or investment opportunities that meet our strategic objectives, or to the extent that such opportunities are identified, we may not be able to negotiate terms with respect to the acquisition or investment that are acceptable to us. In addition, the acquisitions and investments that we consummate may fail to achieve our strategic objectives, in which case we may shut down, divest, or otherwise exit the acquired business or investment, which could harm our reputation and adversely affect our financial position and results of operations.

• in the case of foreign acquisitions, the need to integrate operations across different cultures and languages and to address the particular economic, currency, political and regulatory risks associated with specific countries. • We may not be able to identify acquisition or investment opportunities that meet our strategic objectives, or to the extent that such opportunities are identified, we may not be able to negotiate terms with respect to the acquisition or investment that are acceptable to us. In addition, the acquisitions and investments that we consummate may fail to achieve our strategic objectives, in which case we may shut down, divest, or otherwise exit the acquired business or investment, which could harm our reputation and adversely affect our financial position and results of operations.19

~~Natural disasters,~~Table ~~terrorist acts, acts~~ of ~~war, pandemics, cyber-attacks or other breaches of network or information technology security may cause equipment failures or disrupt our operations.~~Contents

~~Our inability~~Natural todisasters, ~~operate~~terrorist ~~our~~acts, ~~telecommunications~~acts ~~networks because~~ of ~~the events listed above~~ war, ~~even for a limited period~~pandemics, ~~may~~cyber-attacks ~~result~~or inother ~~loss~~ breaches of ~~revenue,~~network ~~significant~~or ~~expenses,~~information ~~which~~technology ~~could~~security ~~have~~may acause ~~material~~equipment ~~adverse~~failures ~~effect~~or on disrupt our ~~results of~~ operations ~~and financial condition~~.

~~We could~~Our beinability ~~harmed~~to byoperate ~~network disruptions, security breaches, or other significant disruptions or failures of~~ our ITtelecommunications ~~infrastructure and~~networks ~~related~~because ~~systems.~~of Tothe beevents ~~successful,~~listed ~~we need to continue to have available a high capacity~~above, ~~reliable~~even ~~and secure network~~ for ~~our~~a ~~and~~limited ~~our customers’ use. As any other company~~period, wemay ~~face~~result ~~the~~in ~~risk~~loss of ~~a security breach~~revenue, ~~whether through cyber-attacks, malware, computer viruses, sabotage, or other~~ significant ~~disruption of our IT infrastructure and related systems. There is a risk of a security breach or disruption of the systems we operate~~expenses, ~~including possible unauthorized access to our proprietary or classified information. We are also subject to breaches of our network resulting in unauthorized utilization of our services,~~ which ~~subject~~could ~~us to the costs of providing those services,~~have ~~which~~a ~~are~~material ~~likely~~adverse ~~not~~effect ~~recoverable.~~on ~~The secure maintenance and transmission of~~ our ~~information~~results ~~is a critical element~~ of ~~our~~ operations~~. Our~~ ~~information technology~~ and ~~other~~financial systems that maintain and transmit customer information may be compromised by a malicious third-party penetration of our network security, or impacted by advertent or inadvertent actions or inactions by our employees, or those of a third-party service provider or business partnercondition. ~~As a result, our or our customers’ information may be lost, disclosed, accessed or taken without the customers’ consent, or our services may be used without payment.~~

~~Although we~~We ~~make~~could ~~significant~~be ~~efforts~~harmed toby ~~maintain~~network ~~the~~disruptions, security breaches, ~~and~~or ~~integrity~~other ofsignificant ~~these~~disruptions ~~types~~or failures of ~~information~~our IT infrastructure and related systems,. ~~there~~To ~~can~~ be nosuccessful, ~~assurance~~we need to continue ~~that~~to ~~our~~have ~~security~~available ~~efforts~~a high capacity, reliable and ~~measures~~secure ~~will~~network befor ~~effective~~our orand ~~that~~our ~~attempted~~customers’ use. As any other company, we face the risk of a security ~~breaches~~breach, orwhether ~~disruptions~~through ~~would~~cyber-attacks, ~~not~~malware, becomputer ~~successful~~viruses, sabotage, or other significant disruption of our ~~damaging,~~IT ~~especially~~infrastructure inand ~~light~~related systems. There is a risk of ~~the~~a ~~growing~~security ~~sophistication~~breach or disruption of ~~cyber-attacks~~the ~~and~~systems ~~intrusions~~we operate, including possible unauthorized access to our proprietary or classified information. We ~~may~~are bealso ~~unable~~subject to ~~anticipate~~breaches ~~all~~of ~~potential~~our network resulting in unauthorized ~~types~~utilization of ~~attacks~~our orservices, ~~intrusions~~which orsubject us to ~~implement~~the ~~adequate~~costs ~~security~~of ~~barriers~~providing orthose ~~other~~services, ~~preventative~~which ~~measures~~are likely not recoverable. ~~Certain~~The secure maintenance and transmission of our ~~business~~information ~~units have~~is ~~been~~a ~~the~~critical ~~subject~~element of ~~attempted~~our operations. Our information technology and ~~successful~~other ~~cyber~~systems that maintain and transmit customer information may be compromised by a malicious third-~~attacks~~party inpenetration ~~the~~of ~~past.~~our Wenetwork ~~have~~security, ~~researched~~or impacted ~~the~~by ~~situations~~advertent ~~and~~or doinadvertent ~~not~~actions ~~believe~~or ~~any~~inactions by our employees, or those of a third-party service provider or business partner. ~~material~~As ~~internal~~a result, our or ~~customer~~our customers’ information ~~has~~may ~~been~~be ~~compromised~~lost, disclosed, accessed or taken without the customers’ consent, or our services may be used without payment.

If Although we ~~are~~make ~~unable~~significant efforts to ~~successfully~~maintain the ~~manage~~security ~~growth~~and integrity of these types of information and systems, there can be no assurance that our ~~operations~~security ~~could~~efforts and measures will be ~~adversely~~effective ~~affected~~or that attempted security breaches or disruptions would not be successful or damaging, especially in light of the growing sophistication of cyber-attacks and intrusions. We may be unable to anticipate all potential types of attacks or intrusions or to implement adequate security barriers or other preventative measures. Certain of our business units have been the subject of attempted and successful cyber-attacks in the past. We have researched the situation and do not believe that any material internal or customer information has been compromised.

~~Our progress~~If iswe ~~expected~~are tounable ~~require the full utilization of our management, financial and other resources, which~~ to ~~date~~successfully ~~has occurred with limited working capital. Our ability to~~ manage growth ~~effectively will depend on our ability to improve and expand operations~~, ~~including~~ our ~~financial~~operations ~~and~~could ~~management information systems, and to recruit, train and manage sales personnel. There can~~ be noadversely ~~absolute assurance that management will be able to manage growth effectively~~affected.

~~If we~~Our doprogress ~~not~~is ~~properly~~expected ~~manage~~to require the ~~growth~~full utilization of our ~~business~~management, wefinancial ~~may experience significant strains on our management~~ and ~~operations~~other ~~and disruptions in our business. Various risks arise when companies and industries grow quickly. If our business or industry grows too quickly~~resources, ~~our~~which ~~ability~~ to ~~meet~~date ~~customer~~has ~~demand~~occurred inwith alimited ~~timely~~working ~~and efficient manner could be challenged~~capital. WeOur ~~may~~ability ~~also~~to ~~experience~~manage ~~development delays as we seek to~~growth ~~meet~~effectively ~~increased~~will ~~demand~~depend ~~for~~on our ~~products.~~ability ~~Our failure~~ to ~~properly~~improve ~~manage~~and ~~the~~expand ~~growth~~operations, ~~that~~including ~~we or~~ our ~~industry~~financial ~~might~~and ~~experience~~management ~~could~~information ~~negatively~~systems, ~~impact~~and ~~our ability~~ to ~~execute~~recruit, ontrain ~~our operating plan~~ and, ~~accordingly,~~manage ~~could~~sales ~~have~~personnel. anThere ~~adverse~~can ~~impact~~be onno ~~our~~absolute ~~business,~~assurance ~~our~~that ~~cash~~management ~~flow~~will ~~and results~~be ofable ~~operations,~~to ~~and~~manage ~~our~~growth ~~reputation with our current or potential customers~~effectively.

18If we do not properly manage the growth of our business, we may experience significant strains on our management and operations and disruptions in our business. Various risks arise when companies and industries grow quickly. If our business or industry grows too quickly, our ability to meet customer demand in a timely and efficient manner could be challenged. We may also experience development delays as we seek to meet increased demand for our products. Our failure to properly manage the growth that we or our industry might experience could negatively impact our ability to execute on our operating plan and, accordingly, could have an adverse impact on our business, our cash flow and results of operations, and our reputation with our current or potential customers.

~~Table~~Risks ofRelated ~~Contents~~to Legal Uncertainty

~~Risks Related~~We may be subject to ~~Legal~~securities ~~Uncertainty~~litigation, which is expensive and could divert management attention.

WeIn the past, companies that have experienced volatility ~~may~~in bethe market price of their stock have been subject to securities class action litigation,. ~~which~~We ismay ~~expensive~~be ~~and~~the target of this type of litigation in the future. Litigation of this type could ~~divert~~result in substantial costs and diversion of management’s attention and resources, which could seriously hurt our business. Any adverse determination in litigation could also subject us to significant liabilities.

In the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Litigation of this type could result in substantial costs and diversion of management’s attention and resources, which could seriously hurt our business. Any adverse determination in litigation could also subject us to significant liabilities.20

~~We may~~Table beof ~~subject to tax and regulatory audits which could subject us to liabilities.~~Contents

We ~~are~~ may be subject to tax and regulatory audits which could ~~result in the imposition of liabilities that may or may not have been reserved. We are~~ subject tous ~~audits by taxing and regulatory authorities with respect~~ to ~~certain of our income and operations. These audits can cover periods for several years prior to the date the audit is undertaken and could result in the imposition of~~ liabilities~~, interest and penalties if our positions are not accepted by the auditing entity~~.

~~Changes~~We are subject to tax and regulatory audits which could result in ~~regulations~~the imposition of liabilities that may or ~~user~~may ~~concerns~~not ~~regarding~~have ~~privacy~~been reserved. We are subject to audits by taxing and ~~protection~~regulatory authorities with respect to certain of ~~user~~our ~~data,~~income orand ~~any~~operations. ~~failure~~These audits can cover periods for several years prior to ~~comply~~the ~~with~~date the ~~such~~audit ~~laws,~~is undertaken and could ~~adversely affect~~result in the imposition of liabilities, interest and penalties if our ~~business~~positions are not accepted by the auditing entity.

~~Federal, state,~~Changes ~~and~~in ~~international laws and~~ regulations ~~govern~~or ~~the~~user ~~collection,~~concerns ~~use, retention, disclosure, sharing and security of data that we~~regarding ~~receive~~privacy ~~from~~ and ~~about~~protection ~~our users. The use~~ of ~~consumer~~user data ~~by online service providers is a topic of active interest among federal~~, state, and international regulatory bodies, and the regulatory environment is unsettled. Many states have passed laws requiring notification to users where there is a security breach for personal data, such as California’s Information Practices Act. We face similar risks in international markets where our products and services are offered. Any failure, or ~~perceived~~any failure, ~~by us~~ to comply with orsuch ~~make effective modifications to our policies, or to comply with any applicable federal, state, or international privacy, data-retention or data-protection-related~~ laws, ~~regulations, orders or industry self-regulatory principles~~ could ~~result~~adversely inaffect ~~proceedings or actions against us by governmental entities or others, a loss of user confidence, damage to~~ our business ~~and brand, and a loss of users, which could potentially have an adverse effect on our business~~.

InFederal, state, and international laws and regulations ~~addition~~govern the collection, ~~various~~use, ~~federal~~retention, ~~state~~disclosure, sharing and ~~foreign~~security ~~legislative~~of ordata ~~regulatory~~that ~~bodies~~we ~~may~~receive ~~enact~~from ~~new~~and orabout ~~additional~~our ~~laws~~users particularly in our fintech and ~~regulations~~telecommunications ~~concerning privacy,~~operations. ~~data~~The ~~retention,~~use of consumer data ~~transfer~~by ~~and~~online ~~data~~service ~~protection~~providers ~~issues,~~is ~~including~~a ~~laws~~topic orof ~~regulations~~active ~~mandating~~interest among ~~disclosure~~federal, tostate, ~~domestic~~and or international ~~law~~regulatory ~~enforcement~~ bodies, ~~which~~and ~~could~~the ~~adversely~~regulatory ~~impact~~environment ~~our~~is ~~business,~~unsettled. ~~our~~Many ~~brand~~states orhave ~~our~~passed ~~reputation~~laws requiring ~~with~~notification to users. ~~For~~where ~~example~~there is a security breach for personal data, such as California’s Information Practices ~~some~~Act. ~~countries~~We ~~are~~face ~~considering~~similar orrisks ~~have~~in ~~enacted~~international ~~laws~~markets ~~mandating~~where ~~that~~our ~~user~~products ~~data~~and ~~regarding~~services ~~users~~are inoffered. ~~their~~Any ~~country~~failure, beor ~~maintained~~perceived infailure, ~~their~~by ~~country.~~us Into ~~addition~~comply with or make effective modifications to our policies, ~~there~~or ~~currently~~to iscomply awith any applicable federal, state, or international privacy, data-retention or data-protection-related ~~regulation~~laws, ~~applicable~~regulations, toorders ~~member~~or ~~states~~industry ofself-regulatory ~~the~~principles ~~European~~could ~~Union~~result ~~that~~in ~~includes~~proceedings ~~operational~~or ~~and~~actions ~~compliance~~against ~~requirements~~us ~~that~~by ~~are~~governmental ~~different~~entities ~~than~~or ~~those~~others, ~~currently~~a inloss ~~place~~of user confidence, damage to our business and ~~that~~brand, ~~also~~and ~~includes~~a ~~significant~~loss ~~penalties~~of ~~for~~users, ~~non-compliance~~which could potentially have an adverse effect on our business.

~~The interpretation~~In ~~and~~addition, ~~application~~various ~~of privacy~~federal, ~~data~~state ~~protection,~~and ~~data~~foreign ~~transfer~~legislative or ~~and~~regulatory ~~data~~bodies ~~retention~~may ~~laws~~enact ~~and~~new ~~regulations~~or ~~are~~additional ~~often~~laws ~~uncertain~~ and inregulations ~~flux~~concerning inprivacy, ~~the~~data ~~United~~retention, ~~States~~data transfer and ~~internationally.~~data ~~These~~protection issues, including laws ~~may~~or beregulations ~~interpreted~~mandating ~~and~~disclosure ~~applied~~to ~~inconsistently~~domestic ~~from~~or ~~country~~international tolaw ~~country and~~enforcement ~~inconsistently~~bodies, ~~with~~which ~~our~~could ~~current~~adversely impact ~~policies~~our ~~and practices~~business, ~~complicating~~our ~~long-range~~brand ~~business~~or ~~planning~~our ~~decisions.~~reputation Ifwith ~~privacy,~~users. ~~data~~For ~~protection~~example, ~~data~~ ~~transfer~~some orcountries ~~data retention laws~~ are ~~interpreted~~considering ~~and~~or ~~applied~~have inenacted alaws ~~manner~~ mandating that isuser ~~inconsistent~~data ~~with~~regarding ~~our~~users ~~current~~in ~~policies~~their ~~and~~country ~~practices, we may~~ be ~~fined~~maintained ~~or ordered to change our business practices~~ in atheir ~~manner~~country ~~that~~(data ~~adversely~~localization ~~impacts~~requirements). ~~our~~In ~~operating~~addition, ~~results.~~the ~~Complying with~~EU ~~these~~General ~~varying~~Data ~~international~~Protection ~~requirements~~Regulation ~~could~~(GDPR) ~~cause~~and ussimilar toframeworks ~~incur~~impose ~~substantial~~operational ~~costs~~and orcompliance ~~require~~requirements usthat todiffer ~~change~~from ~~our~~those currently ~~business~~in ~~practices~~place in a ~~manner~~other ~~adverse~~jurisdictions toand ~~our~~include ~~business~~significant ~~and~~penalties ~~operating~~for ~~results~~non-compliance.

WeThe interpretation and application of privacy, data protection, data transfer and data retention laws and regulations are often uncertain and in flux in the United States and internationally. These laws may be ~~subject~~interpreted and applied inconsistently from country to ~~legal~~country ~~liability~~and ~~associated~~inconsistently with ~~providing~~our ~~online~~current ~~services~~policies and practices, complicating long-range business planning decisions. If privacy, data protection, data transfer or ~~content~~data retention laws are interpreted and applied in a manner that is inconsistent with our current policies and practices, we may be fined or ordered to change our business practices in a manner that adversely impacts our operating results. Complying with these varying international requirements could cause us to incur substantial costs or require us to change our business practices in a manner adverse to our business and operating results.

We ~~host~~ ~~and~~may ~~provide~~be asubject ~~wide variety of services and technology products that enable and encourage individuals and businesses~~ to ~~exchange information;~~legal ~~upload~~liability ~~or otherwise generate photos, videos, text, and other content; advertise products and services; conduct business;~~associated ~~and~~with ~~engage~~providing ~~in various~~ online ~~activities both domestically and internationally. The law relating to the liability of providers of online~~ services ~~and products for activities of their users is currently unsettled both within the United States and internationally. We may be subject to domestic~~ or ~~international actions alleging that certain~~ content ~~we have generated or third-party content that we have made available within our services violates laws in domestic and international jurisdictions~~.

19We host and provide a wide variety of services and technology products that enable and encourage individuals and businesses to exchange information; upload or otherwise generate photos, videos, text, and other content; advertise products and services; conduct business; and engage in various online activities both domestically and internationally. The law relating to the liability of providers of online services and products for activities of their users is currently unsettled both within the United States and internationally. We may be subject to domestic or international actions alleging that certain content we have generated or third-party content that we have made available within our services violates laws in domestic and international jurisdictions.

~~Table~~It is also possible that if any information provided directly by us contains errors or is otherwise wrongfully provided to users, third parties could make claims against us. For example, we offer web-based e-mail services and fintech operations, which expose us to potential risks, such as liabilities or claims, by our users and third parties, resulting from unsolicited communications, lost or misdirected messages, illegal or fraudulent use of ~~Contents~~e-mail, alleged violations of policies, property interests, privacy protections, including civil or criminal laws, or interruptions or delays in service. We may also face purported consumer class actions or state actions relating to our online services, including our fee-based services. In addition, our customers, third parties, or government entities may assert claims or actions against us if our online services or technologies are used to spread or facilitate malicious or harmful code or applications.

It is also possible that if any information provided directly by us contains errors or is otherwise wrongfully provided to users, third parties could make claims against us. For example, we offer web-based e-mail services, which expose us to potential risks, such as liabilities or claims, by our users and third parties, resulting from unsolicited e-mail, lost or misdirected messages, illegal or fraudulent use of e-mail, alleged violations of policies, property interests, privacy protections, including civil or criminal laws, or interruptions or delays in e-mail service. We may also face purported consumer class actions or state actions relating to our online services, including our fee-based services. In addition, our customers, third parties, or government entities may assert claims or actions against us if our online services or technologies are used to spread or facilitate malicious or harmful code or applications.21

~~Investigating and~~Table ~~defending these types~~ of claims are expensive, even if the claims are without merit or do not ultimately result in liability and could subject us to significant monetary liability or cause a change in business practices that could negatively impact our ability to compete.Contents

~~Security breaches,~~Investigating ~~denial~~and ofdefending ~~service~~these ~~attacks,~~types orof ~~other~~claims are ~~hacking~~expensive, ~~and~~even ~~phishing~~if ~~attacks~~the onclaims ~~our~~are ~~systems~~without merit or ~~other~~do ~~security~~not ~~breaches,~~ultimately ~~including~~result ~~internal security~~in ~~failures,~~liability and could ~~harm our reputation or~~ subject us to significant monetary liability, ~~and~~or ~~adversely~~cause ~~affect~~a ~~our~~change in business ~~and~~practices ~~financial results~~that could negatively impact our ability to compete.

~~As a~~Security ~~critical infrastructure service provider~~breaches, wedenial ~~transmit large amounts~~ of ~~data~~service ~~over our systems~~attacks, ~~and process and store highly sensitive~~ ~~customer~~or ~~data.~~other ~~Consequently~~hacking ~~we, our third-party service providers,~~ and ~~our~~phishing ~~customers operate in an industry that is prone to cyber-~~attacks~~. Despite~~ on our ~~efforts~~systems toor ~~prevent~~other ~~these~~security ~~events~~breaches, ~~some~~including ofinternal ~~these~~security ~~attacks~~failures, could ~~result~~harm ~~in a material adverse impact to~~ our ~~operations due to~~ ~~distributed~~reputation ~~denial of service attacks, ransomware attacks, malware, virus, credential harvesting, man-in-the-middle attacks,~~ or ~~social engineering~~subject ~~attacks.~~us ~~We do not believe these incidents are likely~~ to ~~have~~significant aliability, ~~material~~and ~~adverse~~adversely ~~impact~~affect on our ~~ability to serve our customers or our~~ business, ~~operations~~and or financial results.

~~Cyber-attacks on~~As ~~our~~a ~~systems~~critical ~~may~~infrastructure ~~stem~~service ~~from~~provider ain telecommunications ~~variety of sources~~ and ~~take~~fintech, ~~many~~we ~~forms.~~transmit ~~Cyber-attacks~~large ~~can~~amounts ~~put~~of ~~at risk personally identifiable information, customer~~ data orover ~~protected~~our ~~information~~systems, ~~thereby~~and ~~implicating~~process ~~stringent domestic~~ and ~~foreign~~store ~~data~~highly ~~protection~~sensitive ~~laws.~~customer ~~These threats may also~~data. ~~arise~~Consequently ~~from failure or intrusions of systems owned~~we, ~~operated~~our ~~or controlled by other unaffiliated~~ third-party ~~operators,~~service ~~upon whom we are materially reliant to operate our business. Various other factors could intensify these risks~~providers, ~~including,~~and ~~(i)~~ our ~~maintenance~~customers ofoperate ~~information~~ in ~~digital~~an ~~form~~industry ~~stored~~that onis ~~servers~~prone ~~connected~~ to ~~the Internet, (ii) our use of open~~cyber-attacks. ~~and software-defined networks, (iii) the challenges~~Despite ~~of operating and maintaining~~ our ~~complex~~efforts ~~multi-continent~~to ~~network~~prevent ~~composed~~these ~~of legacy and acquired properties~~events, ~~which~~some isof ~~more~~these ~~difficult to~~attacks ~~safeguard~~could ~~than~~result ~~newer fully-integrated networks, (iv) growth~~ in ~~the~~a ~~size~~material ~~and~~adverse ~~sophistication~~impact ofto our ~~customers~~operations ~~and~~due ~~their~~to ~~service requirements,~~distributed ~~(v)~~denial ~~increased use~~ of ~~our~~service ~~network~~attacks, ~~due~~ransomware toattacks, ~~greater~~malware, ~~demand~~virus, ~~for~~credential ~~data services~~harvesting, ~~(vi)~~ man-in-the-middle ~~large~~attacks, ~~number~~or ofsocial ~~our~~engineering attacks. ~~employees~~We ~~working~~do ~~from~~not ~~remote locations,~~believe ~~(vii)~~these ~~our~~incidents ITare ~~support~~likely ~~agreements~~to ~~with~~have ~~purchasers~~a ofmaterial ~~businesses~~adverse weimpact ~~have~~on ~~divested~~our ~~over~~ability ~~the~~to ~~past~~serve ~~few~~our ~~years~~customers ~~and~~or ~~(viii) as further~~our ~~discussed below~~business, ~~the~~operations ~~difficulty~~or offinancial ~~defending against increasingly sophisticated attacks~~results.

Cyber-attacks ~~could~~ ~~(i)~~on ~~disrupt~~our ~~the~~systems ~~proper~~may ~~functioning~~stem offrom ~~our~~a ~~networks~~variety of sources and ~~systems,~~take ~~which~~many ~~could~~forms. inCyber-attacks ~~turn~~can ~~disrupt~~put ~~the~~at ~~operations~~risk ofpersonally ~~our~~identifiable ~~customers~~information, ~~(ii) result~~customer indata ~~the~~or ~~destruction,~~protected ~~loss~~information, thereby ~~theft,~~implicating ~~misappropriation~~stringent ordomestic ~~release~~and offoreign ~~proprietary,~~data ~~confidential,~~protection ~~sensitive,~~laws. ~~classified~~These orthreats ~~otherwise valuable~~may ~~information~~also ofarise ~~ours,~~from ~~our~~failure ~~employees,~~or ~~our~~intrusions ~~customers~~of systems owned, operated or ~~our~~controlled ~~customers’~~by ~~end~~other ~~users~~unaffiliated third-party operators, ~~(iii)~~upon ~~require~~whom uswe are materially reliant to ~~notify~~operate ~~customers,~~our ~~regulatory~~business. ~~agencies~~Various orother ~~the~~factors ~~public~~could ofintensify ~~data~~these ~~incidents~~risks, including, (ivi) ~~damage~~ our ~~reputation~~maintenance orof ~~result~~information in adigital ~~loss~~form stored on servers connected to the Internet, (ii) our use of ~~business~~open- and software-defined networks, (viii) ~~require~~the uschallenges toof ~~provide~~operating ~~credits~~and maintaining our complex multi-continent ~~for~~network ~~future~~composed ~~service~~of tolegacy ~~our~~and ~~customers~~acquired orproperties, towhich ~~offer~~is ~~expensive~~more ~~incentives~~difficult to ~~retain~~safeguard ~~customers~~than newer fully-integrated networks, (viiv) ~~subject~~growth in usthe tosize ~~claims~~and bysophistication of our customers or ~~regulators~~and ~~for~~their ~~damages,~~service ~~fines~~requirements, ~~penalties,~~(v) ~~license~~increased oruse ~~permit~~of ~~revocations~~our ornetwork ~~other~~due ~~remedies~~to greater demand for data services, (~~vii~~vi) ~~result in~~ the ~~loss~~large number of ~~industry~~our ~~certifications or~~employees ~~(viii)~~working ~~require~~from ~~significant~~remote ~~management~~locations, ~~attention~~(vii) orour ~~financial~~IT ~~resources~~support toagreements ~~remedy~~with ~~the~~purchasers of ~~resulting~~businesses ~~damages~~we orhave todivested ~~change~~over ~~our~~the ~~systems.~~past ~~Any or~~few ~~all~~years ofand ~~the~~(viii) ~~foregoing~~as ~~developments~~further ~~could~~discussed ~~have~~below, athe ~~material~~difficulty ~~adverse~~of ~~impact~~defending onagainst usincreasingly sophisticated attacks.

~~We believe~~Cyber-attacks could (i) disrupt the ~~importance~~proper functioning of our ~~network~~networks toand ~~global~~systems, ~~internet~~which ~~data~~could ~~flows~~in ~~will~~turn ~~continue~~disrupt tothe ~~make~~operations ~~it a target to a wide range~~ of ~~threat~~our ~~actors~~customers, ~~including~~ ~~nation~~(ii) ~~state~~result ~~actors~~in ~~and~~the ~~other~~destruction, ~~advanced~~loss, ~~persistent threat actors. Moreover~~theft, misappropriation ~~the~~or ~~risk~~release of ~~incidents~~proprietary, isconfidential, ~~likely to continue to increase due to several factors~~sensitive, ~~including~~classified ~~(i)~~or ~~the~~otherwise ~~increasing~~valuable ~~use~~information of ~~machine learning~~ours, AIour ~~and~~employees, our ~~other~~customers ~~sophisticated~~or ~~techniques~~our tocustomers’ ~~initiate~~end ~~cyber and phishing attacks~~users, (iiiii) ~~the~~require ~~wider~~us ~~accessibility~~to ofnotify ~~cyber-attack~~customers, ~~tools~~regulatory ~~that~~agencies ~~can~~or ~~circumvent~~the ~~security~~public ~~controls~~of ~~and~~data ~~evade detection~~incidents, ~~which~~ ~~can~~(iv) ~~delay~~damage ~~and limit~~ our ~~ability~~reputation toor ~~accurately~~result ~~assess~~in ~~and~~a ~~fully~~loss ~~remediate the impact~~ of ~~the attack~~business, ~~and~~ (~~iii~~v) ~~growing~~require ~~threats~~us ~~from~~to ~~Chinese, Russian~~provide ~~and~~credits ~~other~~for ~~state~~future ~~actors~~service ~~due~~ to ~~heightened~~our ~~geopolitical~~customers ~~tensions~~or to ~~and~~offer ~~rivalries,~~expensive ~~and~~incentives ~~the~~to ~~attendant~~retain ~~increased~~customers, ~~possibility~~(vi) ofsubject ~~cyber warfare targeting~~ us into ~~the~~claims ~~event~~by ofour acustomers ~~direct~~or ~~conflict.~~regulators Itfor ~~should~~damages, ~~also~~fines, ~~be noted that defenses against cyber-attacks currently available~~penalties, tolicense usor ~~and~~permit ~~others~~revocations ~~are~~or ~~unlikely~~other ~~to prevent intrusions by a highly-determined~~remedies, ~~highly-sophisticated~~(vii) ~~threat~~result ~~actor.~~in ~~Thus~~the ~~far,~~loss ~~none~~ of ~~our past~~industry ~~security~~certifications ~~incidents~~or ~~have~~(viii) ~~had~~require asignificant ~~material~~management attention ~~adverse~~or ~~effect~~financial onresources ~~us,~~to ~~and~~remedy wethe ~~continue~~resulting todamages ~~take~~or ~~steps designed~~ to ~~limit~~change our ~~cyber risks~~systems. ~~Nonetheless, we~~Any ~~cannot assure you that future cyber incidents~~ or ~~events~~all ~~will~~of ~~not~~the ~~ultimately~~foregoing developments could have a material adverse impact on ~~our business, operations or financial results~~us.

20We believe the importance of our network to global internet data flows will continue to make it a target to a wide range of threat actors, including nation state actors and other advanced persistent threat actors. Moreover, the risk of incidents is likely to continue to increase due to several factors, including (i) the increasing use of machine learning, AI and other sophisticated techniques to initiate cyber and phishing attacks, (ii) the wider accessibility of cyber-attack tools that can circumvent security controls and evade detection, which can delay and limit our ability to accurately assess and fully remediate the impact of the attack, and (iii) growing threats from Chinese, Russian and other state actors due to heightened geopolitical tensions and rivalries, and the attendant increased possibility of cyber warfare targeting us in the event of a direct conflict. It should also be noted that defenses against cyber-attacks currently available to us and others are unlikely to prevent intrusions by a highly-determined, highly-sophisticated threat actor. Thus far, none of our past security incidents have had a material adverse effect on us, and we continue to take steps designed to limit our cyber risks. Nonetheless, we cannot assure you that future cyber incidents or events will not ultimately have a material adverse impact on our business, operations or financial results.

~~Table of Contents~~22

~~Provisions in~~Table ~~the Nevada Revised Statutes and our Bylaws could make it very difficult for an investor to bring any legal actions against our directors or officers for violations~~ of ~~their fiduciary duties or could require us to pay any amounts incurred by our directors or officers in any such actions.~~ Contents

~~Members of~~Provisions ~~our board of directors and our officers will have no liability for breaches of their fiduciary duty of care as a director or officer, except~~ in ~~limited circumstances, pursuant to provisions in~~ the Nevada Revised Statutes and our Bylaws ascould ~~authorized~~make by the Nevada Revised Statutes. Specifically, Section 78.138 of the Nevada Revised Statutes provides that a director or officer is not individually liable to the company or its stockholders or creditors for any damages as a result of any act or failure to act in his or her capacity as a director or officer unless it isvery ~~proven~~difficult that (1) the director’s or officer’s act or failure to act constituted a breach of his or her fiduciary duties as a director or officer and (2) his or her breach of those duties involved intentional misconduct, fraud or a knowing violation of law. This provision is intended to afford directors and officers protection against and to limit their potential liability for ~~monetary~~an ~~damages~~investor ~~resulting from suits alleging a breach of the duty of care by a director or officer. Accordingly, you may be unable~~ to ~~prevail~~bring inany a legal ~~action~~actions against our directors or officers ~~even~~for ifviolations ~~they have breached~~ of their fiduciary ~~duty~~duties ofor ~~care. In~~could ~~addition,~~require ~~our Bylaws allow~~ us to ~~indemnify~~pay ~~our directors and officers from and against~~ any ~~and~~amounts ~~all~~incurred ~~costs,~~by ~~charges and expenses resulting from their acting in such capacities with us. This means that if you were able to enforce an action against~~ our directors or officers~~, in~~ ~~all likelihood, we would be required to pay any expenses they incurred~~ in ~~defending the lawsuit and~~ any ~~judgment~~such ~~or settlement they otherwise would be required to pay~~actions. Accordingly, our indemnification obligations could divert needed financial resources and may adversely affect our business, financial condition, results of operations and cash flows, and adversely affect prevailing market prices for our common stock.

~~Nevada law~~Members of our board of directors and ~~certain~~our ~~anti-takeover~~officers will ~~provisions~~have no liability for breaches of ~~our~~their ~~corporate~~fiduciary ~~documents~~duty ~~could~~of ~~entrench~~care as a director or officer, except in limited circumstances, pursuant to provisions in the Nevada Revised Statutes and our ~~management~~Bylaws as authorized by the Nevada Revised Statutes. Specifically, Section 78.138 of the Nevada Revised Statutes provides that a director or ~~delay~~officer is not individually liable to the Company or ~~prevent~~its stockholders or creditors for any damages as a ~~third~~result ~~party~~of ~~from~~any act or failure to act in his or her capacity as a director or officer unless it is proven that (1) ~~acquiring~~the usdirector’s or officer’s act or failure to act constituted a ~~change~~breach of his or her fiduciary duties as a director or officer and (2) his or her breach of those duties involved intentional misconduct, fraud or a knowing violation of law. This provision is intended to afford directors and officers protection against and to limit their potential liability for monetary damages resulting from suits alleging a breach of the duty of care by a director or officer. Accordingly, you may be unable to prevail in ~~control~~a legal action against our directors or officers even if itthey have breached their fiduciary duty of care. In addition, our Bylaws allow us to indemnify our directors and officers from and against any and all costs, charges and expenses resulting from their acting in such capacities with us. This means that if you were able to enforce an action against our directors or officers, in all likelihood, we would ~~benefit~~be required to pay any expenses they incurred in defending the lawsuit and any judgment or settlement they otherwise would be required to pay. Accordingly, our ~~shareholders~~indemnification obligations could divert needed financial resources and may adversely affect our business, financial condition, results of operations and cash flows, and adversely affect prevailing market prices for our common stock.

~~Certain provisions of~~ Nevada law ~~may~~and ~~have~~certain an anti-takeover ~~effect~~provisions of ~~and~~our ~~may~~corporate ~~delay~~documents orcould ~~prevent~~entrench aour ~~tender~~management ~~offer~~ or ~~other~~delay ~~acquisition~~or ~~transaction~~prevent ~~that~~ a ~~shareholder~~third ~~might~~party ~~consider~~from toacquiring beus ~~in his~~ or ~~her~~a ~~best~~change ~~interest.~~in ~~The~~control ~~summary of the provisions of Nevada law set forth below does not~~even ~~purport~~if toit bewould ~~complete~~benefit ~~and~~our ~~is qualified in its entirety by reference to Nevada law~~shareholders.

~~The issuance~~Certain ofprovisions ~~shares~~ of ~~preferred~~Nevada ~~stock,~~law ~~the~~may ~~issuance~~have ofan ~~rights~~anti-takeover effect toand ~~purchase~~may ~~such~~delay ~~shares,~~or ~~and~~prevent ~~the~~a ~~imposition~~tender ofoffer ~~certain~~or other ~~adverse~~acquisition ~~effects on~~transaction ~~any~~that ~~party contemplating~~ a ~~takeover~~shareholder ~~could~~might beconsider ~~used~~ to ~~discourage~~be anin ~~unsolicited~~his ~~acquisition~~or ~~proposal~~her best interest. ~~For~~The ~~instance,~~summary of the ~~issuance~~provisions of a ~~series~~Nevada oflaw ~~preferred~~set ~~stock~~forth ~~might~~below ~~impede~~does anot ~~business~~purport ~~combination by including class voting rights that would enable a holder~~ to ~~block such~~be acomplete ~~transaction.~~and Inis ~~addition,~~qualified ~~under~~in ~~certain~~its ~~circumstances, the issuance of preferred stock could adversely affect the voting power~~entirety ofby ~~holders~~reference ofto ~~our~~Nevada ~~common stock~~law.

~~Under Nevada~~The ~~law~~issuance of shares of preferred stock, athe ~~director~~issuance of rights to purchase such shares, inand ~~determining~~the ~~what~~imposition heof ~~reasonably~~certain ~~believes~~other toadverse beeffects inon orany ~~not~~party ~~opposed~~contemplating a takeover could be used to discourage an unsolicited acquisition proposal. For instance, the ~~best~~issuance ~~interests~~of a series of ~~the~~preferred ~~corporation, does~~stock ~~not~~might ~~need~~impede toa ~~consider~~business combination ~~only~~by ~~the~~including ~~interests~~class ofvoting ~~the~~rights ~~corporation’s~~that ~~shareholders~~would inenable ~~any~~a ~~takeover~~holder ~~matter~~to ~~but~~block ~~may~~such ~~also~~a transaction. In addition, inunder ~~his~~certain ~~discretion~~circumstances, ~~may~~the ~~consider~~issuance ~~any~~ of preferred stock could adversely affect the ~~following:~~voting power of holders of our common stock.

~~(i)~~Under ~~The~~Nevada ~~interests~~law, ofa ~~the corporation’s employees~~director, ~~suppliers,~~in ~~creditors~~determining ~~and~~what he ~~customers;~~reasonably ~~(ii)~~believes ~~The~~to ~~economy~~be ofin ~~the~~or ~~state~~not ~~and~~opposed ~~nation;~~to ~~(iii)~~the ~~The~~best ~~impact~~interests of ~~any action upon~~ the ~~communities in or near which the~~ corporation’s, ~~facilities~~does ornot ~~operations~~need ~~are~~to ~~located;~~consider ~~(iv)~~only ~~The~~the ~~long-term~~ interests of the corporation’s ~~and its~~ shareholders, ~~including~~in ~~the~~any ~~possibility~~takeover ~~that~~matter ~~those~~but ~~interests~~ may bealso, ~~best~~in ~~served~~his bydiscretion, ~~the~~may ~~continued~~consider ~~independence~~any of the ~~corporation; and (v) Any other factors relevant to promoting or preserving public or community interests.~~following:

~~Because our~~(i) ~~board~~The interests of ~~directors~~the iscorporation’s ~~not~~employees, ~~required~~suppliers, tocreditors ~~make~~and ~~any~~customers; ~~determination~~(ii) onThe ~~matters~~economy ~~affecting~~of ~~potential~~the ~~takeovers~~state ~~solely~~and ~~based~~nation; on(iii) ~~its~~The ~~judgment as~~impact ~~to the best interests~~ of ~~our~~any ~~shareholders,~~action ~~our~~upon ~~board~~the ~~could~~communities ~~act~~ in aor ~~manner~~near ~~that~~which ~~would~~the ~~discourage~~corporation’s anfacilities ~~acquisition attempt~~ or ~~other~~operations ~~transaction that~~are ~~some,~~located; or(iv) aThe ~~majority,~~long-term interests of ~~our~~the ~~shareholders~~corporation ~~might~~and ~~believe~~its toshareholders, beincluding inthe ~~their~~possibility ~~best~~that those interests ormay inbe ~~which~~best ~~such~~served ~~shareholders~~by ~~might receive a premium for their stock over~~ the ~~then~~continued ~~market~~independence ~~price~~ of ~~such~~the ~~stock.~~corporation; ~~Our~~and ~~board~~(v) ~~presently~~Any ~~does~~other ~~not~~factors ~~intend~~relevant to ~~seek~~promoting ~~shareholder~~or ~~approval prior~~preserving topublic ~~the issuance of currently authorized stock, unless otherwise required by law~~ or ~~applicable~~community ~~stock exchange rules~~interests.

21Because our board of directors is not required to make any determination on matters affecting potential takeovers solely based on its judgment as to the best interests of our shareholders, our board could act in a manner that would discourage an acquisition attempt or other transaction that some, or a majority, of our shareholders might believe to be in their best interests or in which such shareholders might receive a premium for their stock over the then market price of such stock. Our board presently does not intend to seek shareholder approval prior to the issuance of currently authorized stock, unless otherwise required by law or applicable stock exchange rules.

~~Table of Contents~~23

~~We are~~Table noof ~~longer an “emerging growth company” and therefore no longer eligible for reduced reporting requirements applicable to emerging growth companies.~~Contents

~~It has~~As ~~been~~a ~~thirteen~~smaller ~~years~~reporting ~~since~~company, ~~our~~we ~~first~~areexempt from ~~registered~~certain ~~sale~~disclosure ~~of common stock in 2012~~requirements, sowhich wecould ~~are~~make noour ~~longer~~Common ~~eligible~~Stock ~~for~~less ~~the~~attractive ~~reduced disclosure requirements applicable~~ to ~~“emerging~~potential ~~growth companies~~investors.”

~~Emerging growth~~We ~~companies~~are ~~may~~a ~~take~~smaller ~~advantage~~reporting ofcompany, ~~exemptions~~and ~~from~~we ~~various~~will remain a smaller reporting ~~requirements~~company ~~that~~until ~~are~~the ~~applicable~~fiscal toyear ~~other~~following ~~public~~the ~~companies~~determination that ~~are~~ ~~not~~our ~~emerging~~voting ~~growth~~and ~~companies,~~non-voting ~~including~~common ~~not~~shares ~~being~~held ~~required~~by tonon-affiliates is ~~comply~~more ~~with~~than ~~the~~$250 ~~auditor~~million ~~attestation~~measured ~~requirements~~on ofthe ~~Section~~last ~~404~~business day of ~~the~~ ~~Sarbanes-Oxley~~our ~~Act~~second fiscal quarter, ~~reduced~~or ~~disclosure~~our ~~obligations~~annual ~~regarding~~revenues ~~executive~~are ~~compensation~~more inthan ~~our~~$100 ~~periodic~~million during ~~reports~~the ~~and~~most ~~proxy~~recently ~~statements~~ completed fiscal year and ~~exemptions~~our ~~from~~voting ~~the~~and ~~requirements~~non-voting ofcommon ~~holding~~shares aheld ~~nonbinding~~by ~~advisory~~non-affiliates ~~vote~~is onmore ~~executive~~than ~~compensation~~$700 ~~and~~million measured ~~shareholder~~on ~~approval~~the oflast ~~any golden~~business ~~parachute~~day ~~payments~~of ~~not~~our ~~previously~~second ~~approved~~fiscal quarter.

~~We are~~Since ~~also a smaller reporting company, and~~ we ~~will~~are ~~remain~~no alonger ~~smaller~~eligible ~~reporting~~for ~~company~~emerging ~~until the fiscal year following the determination~~growth ~~that~~company ~~our~~status, ~~voting~~we ~~and~~will ~~non-voting~~be ~~common~~subject ~~shares~~to ~~held by non-affiliates is more than $250 million measured on~~ the ~~last~~reporting ~~business~~obligations ~~day~~ of ~~our second~~a ~~fiscal~~smaller ~~quarter,~~reporting orcompany ~~our annual revenues are more than $100 million during the most recently completed fiscal year~~ and, ~~our~~if ~~voting and~~we ~~non-voting~~continue ~~common~~to ~~shares~~grow, ~~held~~we bymay ~~non-affiliates is more than $700 million measured on the last business day of our second fiscal~~be ~~quarter.~~subject ~~Similar~~ to ~~emerging~~increased ~~growth companies, smaller~~ reporting ~~companies~~requirements ~~are~~applicable ~~able~~ to ~~provide~~accelerated ~~simplified~~filers, ~~executive~~which ~~compensation disclosure,~~ are ~~exempt~~more ~~from~~onerous ~~the~~than ~~auditor~~those ~~attestation~~applicable ~~requirements of Section 404, and have certain other reduced disclosure obligations, including, among other things, being required~~ to ~~provide only two years of audited financial statements and not being required to provide selected~~smaller ~~financial~~reporting ~~data, supplemental financial information or risk factors~~companies.

~~Since~~Similar to emerging growth companies, smaller reporting wecompanies are noable ~~longer~~to ~~eligible~~provide ~~for~~simplified ~~emerging~~executive ~~growth~~compensation ~~company status~~disclosure, weare ~~will~~exempt befrom ~~subject~~the toauditor ~~the~~attestation ~~reporting~~requirements of Section 404, and have certain other reduced disclosure obligations, ofincluding, aamong ~~smaller~~other ~~reporting~~things, being required to provide only two years of ~~company~~audited financial statements and, ifnot webeing ~~continue~~required ~~grow~~to provide selected financial data, wesupplemental ~~may~~financial beinformation ~~subject~~or torisk ~~increased~~factors. These ~~reporting~~scaled disclosure requirements ~~applicable~~are less comprehensive than issuers that are not smaller reporting companies which could make our Common Stock less attractive to ~~accelerated~~potential ~~filers~~investors, which ~~are~~could make it more ~~onerous~~ ~~than~~difficult ~~those~~for ~~applicable~~our stockholders to ~~smaller~~sell ~~reporting~~their ~~companies~~shares.

AsIf we fail to maintain an effective system aof ~~smaller~~internal control over financial reporting ~~company~~in ~~and~~the ~~will~~future, we may not be ~~exempt~~able ~~from~~to ~~certain~~accurately ~~disclosure~~report ~~requirements~~our financial condition, results of operations or cash flows, which ~~could~~may ~~make~~adversely ~~our~~affect ~~Common~~investor ~~Stock~~confidence ~~less~~in ~~attractive to~~us ~~potential~~and, ~~investors~~as a result, the value of our common shares.

~~Rule 12b-2~~We are required, under Section 404 of the ~~Exchange~~ Sarbanes-Oxley Act, ~~defines~~to furnish a ~~“smaller~~report by management on, among other things, the effectiveness of our internal control over financial reporting. ~~company”~~This assessment asincludes andisclosure ~~issuer~~of ~~that~~any material weaknesses identified by our management in our internal control over financial reporting. A material weakness is ~~not~~a andeficiency, ~~investment~~or ~~company~~combination of deficiencies, anin ~~asset-backed~~internal control over financial reporting that results in more ~~issuer,~~than a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a ~~majority~~timely basis. Section 404 of the Sarbanes-~~owned~~Oxley ~~subsidiary~~Act also generally requires an attestation from our independent registered public accounting firm on the effectiveness of aour ~~parent~~internal ~~that~~control isover ~~not~~financial reporting. However, for as long as we remain a smaller reporting company, ~~and~~we ~~that:~~intend to take advantage of the exemption permitting us not to comply with the independent registered public accounting firm attestation requirement.

~~• had~~Our acompliance ~~public~~with ~~float~~Section of404 ~~less~~will ~~than~~require ~~$250~~that we ~~million~~incur assubstantial ofaccounting ~~the~~expense ~~last~~and ~~business~~expend ~~day~~significant ofmanagement ~~our~~efforts. ~~most~~We ~~recently~~may ~~completed~~not ~~second~~be ~~fiscal~~able ~~quarter~~to complete our evaluation, ~~computed~~testing byand ~~multiplying~~any ~~the~~required ~~aggregate~~remediation ~~worldwide~~in ~~number~~a oftimely ~~shares~~fashion. ofDuring ~~our~~the ~~voting~~evaluation and ~~non-voting~~testing ~~common~~process, ~~equity~~if ~~held~~we byidentify ~~non-affiliates~~one byor ~~the~~more ~~price~~material weaknesses atin ~~which~~our ~~the~~internal ~~common~~control ~~equity~~over ~~was~~financial ~~last sold~~reporting, orwe ~~the~~will ~~average~~be ofunable ~~the~~to ~~bid~~assert ~~and~~that ~~asked~~our ~~prices~~internal ofcontrol ~~common~~over ~~equity,~~financial inreporting ~~the~~is ~~principal market for the common equity; or~~effective.

~~• in~~Our ~~the~~management ~~case~~identified ~~of an initial registration statement under~~ the ~~Securities~~following ~~Act,~~material weaknesses orin ~~the~~our ~~Exchange~~internal ~~Act,~~control ~~for~~over ~~shares~~financial ~~of our common equity~~reporting, ~~had a~~which ~~public~~are ~~float~~indicative of ~~less~~many ~~than~~small ~~$250~~companies ~~million~~with assmall ofstaff: a(i) ~~date~~inadequate segregation ~~within 30 days~~ of ~~the~~duties ~~date~~and ofeffective ~~the~~risk ~~filing~~assessment; ofand ~~the~~(ii) ~~registration~~insufficient ~~statement,~~written ~~computed by~~policies ~~multiplying~~and ~~the~~procedures ~~aggregate~~for ~~worldwide~~accounting ~~number~~and offinancial reporting ~~such~~with ~~shares~~respect ~~held~~to ~~by non-affiliates before~~ the ~~registration~~requirements ~~plus,~~and inapplication ~~the case~~ of aboth ~~Securities Act~~US ~~registration~~GAAP ~~statement,~~and ~~the~~SEC ~~number of such shares included in the registration statement by the estimated public offering price of the shares; or~~guidelines.

• We cannot assure you that there will not be material weaknesses or significant deficiencies in our internal control over financial reporting in the ~~case~~future. Any failure to maintain internal control over financial reporting could severely inhibit our ability to accurately report our financial condition, results of anoperations or ~~issuer~~cash ~~whose~~flows. This may expose us, including individual executives, to potential liability which could significantly affect our business. If we are unable to conclude that our internal control over financial reporting is effective, or if our independent registered public accounting ~~float~~firm asdetermines ~~calculated~~we ~~under~~have ~~paragraph~~a ~~(1)~~material weakness or ~~(2)~~significant deficiency in our internal control over financial reporting once that firm begins its audits of ~~this~~internal ~~definition~~control ~~was~~over ~~zero~~financial reporting, ~~had~~we ~~annual~~could ~~revenues~~lose investor confidence in the accuracy and completeness of ~~less~~our ~~than~~financial ~~$100~~reports, ~~million~~the ~~during~~market price of our common shares could decline, and we could be subject to sanctions or investigations by FINRA, the ~~most~~SEC, ~~recently~~or ~~completed~~other ~~fiscal~~regulatory ~~year~~authorities. ~~for~~Failure ~~which~~to ~~audited~~remedy any material weakness in our internal control over financial ~~statements~~reporting, or ~~are~~to ~~available~~implement or maintain other effective control systems required of public companies, could also restrict our future access to the capital markets.

As a smaller reporting company, we will not be required and may not include a Compensation Discussion and Analysis section in our proxy statements; we will provide only two years of financial statements; and we need not provide the table of selected financial data. We also will have other “scaled” disclosure requirements that are less comprehensive than issuers that are not smaller reporting companies which could make our Common Stock less attractive to potential investors, which could make it more difficult for our stockholders to sell their shares.24

22Table of Contents

~~Table~~Our disclosure controls and procedures may not prevent or detect all errors or acts of ~~Contents~~fraud.

~~If we~~Our ~~fail~~disclosure controls and procedures are designed to ~~maintain~~reasonably anassure ~~effective~~that ~~system~~information ofrequired ~~internal~~to ~~control~~be ~~over~~disclosed ~~financial~~by ~~reporting~~us in ~~the~~reports ~~future,~~ we ~~may~~file ~~not~~or besubmit ~~able~~under tothe ~~accurately~~Securities Exchange Act of ~~report~~1934 ~~our~~is ~~financial~~accumulated ~~condition~~and communicated to management, ~~results~~recorded, processed, summarized and reported within the time periods specified in the rules and forms of ~~operations~~the orSEC. ~~cash~~We ~~flows,~~believe ~~which~~that ~~may~~any ~~adversely~~disclosure ~~affect~~controls ~~investor~~and ~~confidence~~procedures inor usinternal controls and procedures, asno amatter how ~~result~~well conceived and operated, can provide only reasonable, not absolute, assurance that the ~~value~~objectives of ~~our~~the ~~common~~control ~~shares~~system are met.

~~We are~~These ~~required,~~inherent ~~under~~limitations ~~Section~~include ~~404 of~~ the ~~Sarbanes-Oxley~~realities that ~~Act,~~judgments toin ~~furnish~~decision-making acan ~~report~~be byfaulty, ~~management~~and ~~on,~~that ~~among~~breakdowns ~~other~~can ~~things,~~occur ~~the~~because ~~effectiveness~~ of ~~our~~simple ~~internal~~error ~~control~~or ~~over financial reporting~~mistake. ~~This~~Additionally, ~~assessment~~controls can ~~includes~~be ~~disclosure~~circumvented ~~of any material weaknesses identified~~ by ~~our~~the ~~management in~~individual ~~our~~acts ~~internal~~of ~~control~~some ~~over financial reporting. A material weakness is a deficiency~~persons, orby ~~combination~~collusion of ~~deficiencies,~~two inor ~~internal control over financial reporting that results in~~ more ~~than~~people aor ~~reasonable~~by ~~possibility~~an ~~that~~unauthorized aoverride ~~material misstatement~~ of ~~annual or interim financial~~the ~~statements will not be prevented or detected on a timely basis~~controls. ~~Section~~Accordingly, ~~404~~because of the ~~Sarbanes-Oxley~~inherent ~~Act~~limitations ~~also~~in ~~generally requires an attestation from~~ our ~~independent registered public accounting firm on the effectiveness of our internal~~ control ~~over financial reporting. However~~system, ~~for~~ asmisstatements ~~long~~or asinsufficient wedisclosures ~~remain~~due ~~a smaller reporting company, we intend~~ to ~~take~~error or ~~advantage~~fraud ofmay ~~the~~occur ~~exemption~~and ~~permitting us~~ not tobe ~~comply with the independent registered public accounting firm attestation requirement~~detected.

~~Our compliance~~Deficiencies ~~with~~in ~~Section~~disclosure ~~404~~controls ~~will require that we incur substantial accounting expense~~ and ~~expend significant management efforts. We may~~procedures ~~not be able to complete our evaluation, testing~~ and ~~any required remediation in a timely fashion. During the evaluation and testing process, if we identify one or more material weaknesses in our~~ internal control over financial reporting, wecould ~~will~~result bein ~~unable~~a tomaterial ~~assert~~misstatement ~~that~~in our ~~internal~~ ~~control over~~ financial ~~reporting is effective~~statements.

~~Our~~We could be adversely affected if there are deficiencies ~~management~~in ~~identified~~our ~~the~~disclosure ~~following~~controls ~~material~~and ~~weaknesses~~procedures or in our internal ~~control~~controls over financial reporting,. ~~which~~The ~~are~~design ~~indicative~~and effectiveness of ~~many~~our disclosure ~~small~~controls ~~companies~~and procedures and our internal controls over financial reporting may not prevent all errors, misstatements or misrepresentations. Consistent with ~~small~~other ~~staff:~~entities ~~(i)~~in ~~inadequate~~similar stages of development, we have a limited number of employees currently in the accounting group, limiting our ability to provide for segregation of duties and ~~effective~~secondary ~~risk~~review. ~~assessment;~~A ~~and~~lack ~~(ii)~~of ~~insufficient~~resources ~~written~~in ~~policies~~the accounting group could lead ~~and~~to ~~procedures~~material ~~for~~misstatements resulting from undetected errors occurring from an individual performing primarily all areas of accounting with ~~and~~limited secondary review. Deficiencies in internal controls over financial reporting ~~with~~which ~~respect~~may tooccur ~~the~~could ~~requirements~~result ~~and~~in ~~application~~material misstatements of ~~both~~our USresults ~~GAAP~~of ~~and~~operations, ~~SEC~~restatements ~~guidelines~~of financial statements, other required remediations, a decline in the price of our common shares, or otherwise materially adversely affect our business, reputation, results of operations, financial condition or liquidity.

~~We cannot~~Risks ~~assure~~Relating ~~you that there will not be material weaknesses or significant deficiencies in our internal control over financial reporting in the future. Any failure~~ to ~~maintain~~Our internal control over financial reporting could severely inhibit our ability to accurately report our financial condition, results of operations or cash flows. This may expose us, including individual executives, to potential liability which could significantly affect our business. If we are unable to conclude that our internal control over financial reporting is effective, or if our independent registered public accounting firm determines we have a material weakness or significant deficiency in our internal control over financial reporting once that firm begins its audits of internal control over financial reporting, we could lose investor confidence in the accuracy and completeness of our financial reports, the market price of our common shares could decline, and we could be subject to sanctions or investigations by FINRA, the SEC, or other regulatory authorities. Failure to remedy any material weakness in our internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict our future access to the capital markets.Securities

~~Our disclosure~~We ~~controls~~have the right to issue additional common stock and ~~procedures~~preferred ~~may~~stock ~~not~~without ~~prevent~~the orconsent ~~detect~~of ~~all~~stockholders ~~errors~~which orwould ~~acts~~have the effect of ~~fraud~~diluting investors’ ownership and could decrease the value of their investment.

~~Our disclosure~~We ~~controls~~have ~~and~~additional ~~procedures~~authorized, ~~are~~but ~~designed~~unissued toshares of ~~reasonably~~our ~~assure~~common stock that ~~information~~may ~~required to~~ be ~~disclosed~~issued by us infor ~~reports~~any wepurpose ~~file or~~without ~~submit under~~ the ~~Securities~~consent ~~Exchange~~or ~~Act~~vote of ~~1934~~our isstockholders ~~accumulated and communicated to management, recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. We believe~~ that ~~any~~would ~~disclosure~~dilute ~~controls and procedures~~stockholders’ orpercentage ~~internal~~ownership ~~controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives~~ of ~~the~~our ~~control system are met~~Company.

~~These inherent~~In ~~limitations~~addition, ~~include~~our ~~the~~certificate ~~realities~~of ~~that~~incorporation ~~judgments~~authorizes the inissuance ~~decision-making~~of ~~can~~shares beof ~~faulty,~~preferred stock and/or ~~that~~the ~~breakdowns~~conversion ~~can~~of ~~occur~~existing ~~because~~outstanding ~~of simple~~preferred ~~error~~stock orinto ~~mistake.~~common ~~Additionally~~stock, ~~controls~~the ~~can~~rights, preferences, bedesignations ~~circumvented~~and bylimitations ~~the~~of ~~individual~~which ~~acts~~may ofbe ~~some~~set ~~persons,~~ by ~~collusion~~the Board of ~~two~~Directors. orOur ~~more people~~certificate orof byincorporation anhas ~~unauthorized~~authorized issuance ~~override~~ of ~~the~~up ~~controls.~~to ~~Accordingly~~26,000,000 ~~because~~shares of ~~the~~common ~~inherent~~stock ~~limitations~~and inup ~~our~~to ~~control system~~1,200,000 ~~misstatements or~~shares ~~insufficient~~of ~~disclosures~~preferred ~~due~~stock toin ~~error~~the ordiscretion ~~fraud~~of ~~may~~our ~~occur and not be detected~~Board.

23The shares of authorized but unissued preferred stock may be issued upon Board of Directors approval; no further stockholder action is required. If issued, the rights, preferences, designations and limitations of such preferred stock would be set by our Board and could operate to the disadvantage of the outstanding common stock. Such terms could include, among others, preferences as to dividends and distributions on liquidation, conversion rights, voting rights and others, potentially diluting common stockholders or adversely affecting the market price of our common stock.

~~Table of Contents~~25

~~Deficiencies in~~Table ~~disclosure~~of ~~controls and procedures and internal control over financial reporting could result in a material misstatement in our financial statements.~~Contents

~~We could~~Our belargest ~~adversely~~shareholders, ~~affected~~officers ~~if there are deficiencies in our disclosure controls~~ and ~~procedures or in our internal controls over financial~~directors ~~reporting. The design~~ and ~~effectiveness~~related ofparties, ~~our~~Leandro ~~disclosure~~Iglesias ~~controls~~ and ~~procedures~~Alvaro ~~and~~Cardona, ~~our~~have ~~internal~~substantial ~~controls~~control over ~~financial~~us ~~reporting may~~and ~~not~~our ~~prevent~~policies ~~all~~as ~~errors, misstatements or misrepresentations. Consistent with other entities in similar stages of development, we have~~ a ~~limited~~result ~~number~~ of ~~employees~~their ~~currently~~ holdings in ~~the~~Series ~~accounting~~A ~~group~~Preferred Stock, ~~limiting our ability to provide for segregation of duties~~ and ~~secondary review.~~will Abe ~~lack~~able ~~of resources in the accounting group could lead~~ to ~~material~~influence ~~misstatements resulting from undetected errors occurring from an individual performing primarily~~ all ~~areas~~corporate ofmatters, ~~accounting with limited secondary review. Deficiencies in internal controls over financial reporting~~ which ~~may~~might ~~occur~~not ~~could~~be ~~result~~ in ~~material misstatements of our results of operations, restatements of financial statements,~~ other ~~required~~shareholders’ ~~remediations, a decline in the price of our common shares, or otherwise materially adversely affect our business, reputation, results of operations, financial condition or liquidity~~interests.

~~Risks~~There were 10,000 shares of Series A Preferred Stock ~~Relating~~outstanding as of the date of this Annual Report, with Mr. Iglesias holding 7,000 shares and Mr. Cardona the other 3,000 shares. There were 5,070,743 shares of our common stock issued and outstanding as of the date of this Annual report, with Mr. Iglesias holding 18,436 shares and Mr. Cardona holding 18,066 shares, which together accounts for just over 0.719% of our outstanding common stock. Holders of Series A Preferred Stock are entitled to vote together with the holders of our common stock on all matters submitted to shareholders at a rate of 51% of the total vote of shareholders, including the election of directors. Our ~~Securities~~common stock is entitled to one vote per share on all matters submitted to a vote of the stockholders, including the election of directors. By virtue of their ownership of Series A Preferred Stock and common stock, they are able to vote at a rate of approximately 51.35% of the total vote of shareholders. They are therefore able to exercise significant influence over all matters requiring approval by our stockholders, including the election of directors, the approval of significant corporate transactions, and any change of control of our Company. They could prevent transactions, which would be in the best interests of the other shareholders. Their interests may not necessarily be in the best interests of the shareholders in general.

We ~~have~~ ~~the~~do ~~right~~not expect to ~~issue~~pay ~~additional~~cash ~~common~~dividends ~~stock~~in ~~and preferred stock without~~ the ~~consent~~foreseeable offuture. Any ~~stockholders~~return ~~which~~on ~~would~~investment ~~have~~may ~~the~~be ~~effect~~limited ~~of diluting~~to ~~investors’ ownership and could decrease~~ the value of ~~their~~our ~~investment~~common stock.

We do not anticipate paying cash dividends on our ~~have~~common ~~additional~~stock ~~authorized,~~in ~~but~~the ~~unissued~~foreseeable ~~shares~~future. The payment cash of dividends on our common stock ~~that~~will ~~may~~depend beon ~~issued~~earnings, byfinancial uscondition and ~~for~~other ~~any~~business ~~purpose~~and ~~without~~economic factors affecting it at such time as the ~~consent~~board orof ~~vote~~directors may consider relevant. If we do not pay cash ofdividends, our ~~stockholders~~common ~~that~~stock ~~would~~may ~~dilute~~be ~~stockholders’~~less ~~percentage~~valuable ~~ownership~~because ofa return on your investment will occur only if our ~~company~~stock price appreciates.

~~In addition,~~Risks ~~our~~Related certificate of incorporation authorizes the issuance of shares of preferred stock and/or the conversion of existing outstanding preferred stock into common stock, the rights, preferences, designations and limitations of which may be set by the Board of Directors. Our certificate of incorporation has authorized issuance of up to ~~300,000,000 shares of common stock and up to 1,200,000 shares of preferred stock in~~ the ~~discretion~~Market offor our ~~Board.~~Securities

~~The shares of authorized but unissued preferred stock may be issued upon Board of Directors approval; no further stockholder action is required.~~ If ~~issued,~~a ~~the~~market ~~rights,~~for ~~preferences, designations and limitations of such preferred stock would be set by~~ our ~~Board and could operate to the disadvantage of the outstanding~~ common stock. ~~Such~~does ~~terms~~not ~~could include~~develop, stockholders ~~among~~may ~~others,~~be ~~preferences~~unable as to ~~dividends~~sell ~~and~~their ~~distributions on liquidation, conversion rights, voting rights and others~~shares.

Our common stock is listed on the Nasdaq Capital ~~largest~~Market ~~shareholders,~~under ~~officers~~the ~~and~~symbol ~~directors~~“IQST.” ~~and~~Although ~~related~~our ~~parties,~~shares ~~Leandro~~are ~~Iglesias~~listed ~~and~~on ~~Alvaro~~a ~~Quintana~~national securities exchange, ~~have~~trading ~~substantial~~in ~~control~~our ~~over~~common stock ushas historically been limited, and ~~our~~there ~~policies~~can asbe ano ~~result~~assurance ofthat an active or sustained trading market will develop. Limited liquidity may make it difficult for stockholders to sell their ~~holdings~~shares inwithout ~~Series~~adversely Aaffecting ~~Preferred~~the ~~Stock,~~market ~~and~~price. ~~will~~Unless bewe are able to ~~influence~~generate and ~~all~~maintain ~~corporate~~increased ~~matters~~investor interest in our securities, ~~which might~~the ~~not~~market beprice inof ~~other~~our ~~shareholders’~~common ~~interests~~stock may continue to experience significant volatility.

~~There were~~The ~~10,000~~market ~~shares~~price of ~~Series A Preferred Stock outstanding as of the date of this Annual Report, with Mr. Iglesias holding 7,000 shares and Mr. Quintana the other 3,000 shares. There were 210,710,170 shares of~~ our common stock ~~issued~~is ~~and outstanding as of the~~likely ~~date~~to ofbe ~~this~~highly ~~Annual~~volatile ~~report, with Mr. Iglesias holding 2,095,363 shares~~ and ~~Mr. Quintana~~could ~~holding~~fluctuate ~~1,331,842~~widely ~~shares,~~in ~~which~~price ~~together accounts~~in ~~for~~response ~~just over 1.68% of our outstanding common stock. Holders of Series A Preferred Stock are entitled~~ to ~~vote~~various ~~together with the holders of our common stock on all matters submitted to shareholders at a rate of 51% of the total vote of shareholders~~factors, ~~including~~ ~~the~~many ~~election~~ of ~~directors.~~which Our common stock is entitled to one vote per share on all matters submitted to a vote of the stockholders, including the election of directors. By virtue of their ownership of Series A Preferred Stock and common stock, they are ~~able~~beyond ~~to vote at a rate of approximately 51.83% of the total vote of shareholders. They are therefore able to exercise significant influence over all matters requiring approval by~~ our ~~stockholders, including the election of directors, the approval of significant corporate transactions, and any change of~~ control ~~of our company~~. ~~They could prevent transactions, which would be in the best interests of the other shareholders. Their interests may not necessarily be in the best interests of the shareholders in general.~~

WeOur ~~do not~~stock ~~expect~~price tois ~~pay~~subject ~~dividends in the foreseeable future. Any return on investment may be limited~~ to ~~the~~a ~~value~~number of ~~our common stock.~~factors, including:

We• Technological doinnovations ~~not~~or ~~anticipate~~new ~~paying~~products ~~cash dividends on our common stock in the foreseeable future. The payment of dividends on our common stock will depend on earnings, financial condition~~ and ~~other~~services ~~business~~by ~~and~~us ~~economic~~or ~~factors affecting it at such time as the board of directors may consider relevant. If we do not pay dividends,~~ our ~~common stock may be less valuable because a return on your investment will occur only if our stock price appreciates.~~competitors;

24• Government regulation of our products and services;

~~Table~~• The establishment of ~~Contents~~partnerships with other companies;

~~Risks~~• Intellectual ~~Related~~property ~~to the Market for our Securities~~disputes;

If• Additions aor ~~market~~departures ~~for~~of ~~our~~key ~~common stock does not develop, stockholders may be unable to sell their shares.~~personnel;

~~Our~~• Sales ~~common~~of ~~stock is quoted under the symbol “IQST” on the OTCQX operated by OTC Markets Group, Inc., an electronic inter-dealer quotation medium for equity securities. . Only a limited market exists for~~ our ~~securities.~~common ~~There~~stock ~~is no assurance that a regular trading market will develop,~~ or ifpreferred ~~developed, that it will be sustained.~~stock;

~~Accordingly,~~• Our itability ~~may be difficult~~ to ~~sell~~integrate ~~shares~~operations, ~~of our common stock without significantly depressing the value of the stock. Unless we are successful in developing continued investor interest in our stock~~technology, ~~sales~~products ofand ~~our stock could continue to result in major fluctuations in the price of the stock.~~services;

~~The market price of our common stock is likely to be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control.~~26

~~Our stock~~Table ~~price is subject to a number~~ of ~~factors, including:~~Contents

• Our ~~Technological~~ability ~~innovations~~to orexecute ~~new products and services by us or~~ our ~~competitors~~business plan;

• Operating ~~Government~~results ~~regulation~~below ofor ~~our~~exceeding ~~products and services~~expectations;

• Whether ~~The~~we ~~establishment~~achieve ofprofits ~~partnerships~~or ~~with other telecom companies~~not;

• Loss ~~Intellectual~~or ~~property~~addition ~~disputes~~of any strategic relationship;

• Industry ~~Additions or departures of key personnel~~developments;

• Economic ~~Sales~~and ofother ~~our~~external ~~common stock or preferred stock~~factors; and

• Period-to-period ~~Our~~fluctuations ~~ability~~in toour ~~integrate~~financial ~~operations, technology, products and services;~~results.

• Our ~~ability~~stock price may fluctuate widely as a result of any of the above. In addition, the securities markets have from time to ~~execute~~time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our ~~business~~common ~~plan;~~ stock.

• If our common stock were to be delisted from ~~Operating~~the ~~results~~Nasdaq ~~below~~Capital orMarket, ~~exceeding~~we ~~expectations;~~ could become subject to the SEC’s “penny stock” rules, which could reduce the level of trading activity in our stock.

• ~~Whether~~Although weour ~~achieve~~common ~~profits~~stock oris ~~not;~~ currently listed on the Nasdaq Capital Market and therefore exempt from the SEC’s penny stock rules, any delisting could result in our securities being subject to those rules. The SEC generally defines a “penny stock” as an equity security with a market price of less than $5.00 per share, subject to certain exemptions. The penny stock rules impose additional sales practice and disclosure requirements on broker-dealers that effect transactions in penny stocks, including providing a standardized risk disclosure document, disclosing current bid and ask quotations, detailing broker-dealer compensation, and obtaining a written determination of suitability from the purchaser. These requirements could reduce the level of trading activity in our stock and make it more difficult for investors to sell their shares if our securities become subject to the penny stock rules.

~~• Loss~~We orwill ~~addition~~likely conduct further offerings of our ~~any~~equity ~~strategic~~securities ~~relationship;~~ in the future, in which case your proportionate interest may become diluted.

• We will likely be required to conduct equity offerings ~~Industry~~in ~~developments;~~ the future to finance our current projects or to finance subsequent projects that we decide to undertake. If our common stock shares are issued in return for additional funds, the price per share could be lower than that paid by our current shareholders. We anticipate continuing to rely on equity sales of our common stock shares in order to fund our business operations. If we issue additional common stock shares or securities convertible into shares of our common stock, your percentage interest in us could become diluted.

• If securities or industry analysts do not publish ~~Economic~~research ~~and~~or ~~other~~reports ~~external~~about ~~factors;~~our business, or publish negative reports about our business, our share price and trading volume could decline.

• The trading market for our common stock will, to ~~Period-~~some extent, depend on the research and reports that securities or industry analysts publish about us or our business. We do not have any control over these analysts. If one or more of the analysts who cover us downgrade our shares or change their opinion of our shares, our share price would likely decline. If one or more of these analysts cease coverage of us or fail to~~-period~~ ~~fluctuations~~regularly publish reports on us, we could lose visibility in ~~our~~the financial ~~results~~markets, which could cause our share price or trading volume to decline.

~~Our stock~~Item ~~price may fluctuate widely as a result of any of the above~~1B. InUnresolved ~~addition,~~Staff the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock.Comments

25None.

~~Table of Contents~~27

~~Because we~~Table ~~are subject to the “Penny Stock” rules, the level~~ of ~~trading activity in our stock may be reduced.~~Contents

~~The Securities~~Item ~~and Exchange Commission has adopted regulations which generally define "penny stock" to be any listed, trading equity security that has a market price less than $5~~1C.00 per share or an exercise price of less than $5.00 per share, subject to certain exemptions. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules generally require that prior to a transaction in a penny stock, the broker-dealer make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules which may increase the difficulty Purchasers may experience in attempting to liquidate such securities.Cybersecurity

~~We will~~As ~~likely~~a ~~conduct~~technology ~~further~~and ~~offerings~~communications company that globally transmits large amounts of information over our ~~equity~~networks, ~~securities~~we inrecognize the ~~future~~critical importance of maintaining the security and integrity of information and systems under our control. We view cybersecurity risk as one of our principal enterprise-wide risks, insubject ~~which~~to ~~case~~control and ~~your~~monitoring ~~proportionate~~at ~~interest~~various ~~may~~levels ~~become~~of ~~diluted~~management throughout our Company. We dedicate resources commensurate with our risk profile and business size to programs designed to identify, assess, manage, mitigate and respond to cybersecurity threats.

~~We will~~As ~~likely~~described bein ~~required~~Item to1A ~~conduct~~“Risk ~~equity~~Factors,” several ~~offerings~~features inof ~~the~~our ~~future~~operations heighten our susceptibility to ~~finance~~cyber-attacks, including (i) our ~~current~~material ~~projects~~reliance on systems owned, operated or tocontrolled ~~finance~~by ~~subsequent~~unaffiliated ~~projects~~third-party ~~that we~~operators ~~decide~~(including tocarriers ~~undertake.~~and Ifnetwork partners), (ii) our ~~common~~processing ~~stock~~and ~~shares~~storage of ~~are~~large ~~issued~~amounts of sensitive customer data in ~~return~~our ~~for~~telecommunications ~~additional~~and ~~funds~~fintech operations, and (iii) the ~~price~~complexity ~~per~~of ~~share~~our ~~could~~multi-continent network composed of legacy and acquired systems. Cyber-attacks on our systems may be ~~lower~~initiated ~~than~~by a wide variety of intruders, including ~~that~~employees, ~~paid~~cyber-criminals, bynation ~~our~~state ~~current~~actors ~~shareholders.~~and Weother ~~anticipate~~advanced ~~continuing~~persistent tothreat ~~rely~~actors, onand ~~equity~~may ~~sales~~include ofattempts ~~our~~by ~~common~~outside ~~stock~~parties to ~~shares~~gain access to sensitive data that is stored in ~~order~~or totransmitted ~~fund~~across our ~~business~~ ~~operations~~network. IfCyber-attacks wecan ~~issue~~take ~~additional~~many ~~common~~forms, ~~stock~~including ~~shares~~computer hackings, orcomputer ~~securities~~viruses, ~~convertible~~ransomware, ~~into~~worms ~~shares~~or ofother ~~our~~destructive ~~common~~or ~~stock~~disruptive software, ~~your~~denial ~~percentage interest~~of inservice usattacks, ~~could~~or ~~become~~other ~~diluted~~malicious activities.

IfWe have implemented cybersecurity risk management ~~securities~~procedures, orin ~~industry~~accordance ~~analysts~~with doour ~~not~~risk ~~publish~~profile ~~research~~and orbusiness ~~reports~~size. ~~about~~We rely on our information technology to operate our business. As such, orwe ~~publish~~have ~~negative~~policies ~~reports~~and ~~about~~processes designed to protect our ~~business~~information technology systems, ~~our~~ ~~share~~some ~~price~~of which are managed by third parties, and ~~trading~~resolve ~~volume~~issues ~~could~~in ~~decline~~a timely manner in the event of a cybersecurity threat or incident.

~~The trading~~We ~~market~~have ~~for~~designed our ~~common~~business ~~stock~~applications ~~will,~~ to ~~some~~minimize the ~~extent,~~impact ~~depend~~that cybersecurity incidents could have on ~~the~~our ~~research~~business and ~~reports~~have ~~that~~identified ~~securities~~back-up orsystems ~~industry~~where ~~analysts~~appropriate. ~~publish~~We seek to ~~about~~further usmitigate orcybersecurity ~~our~~risks ~~business.~~through Wea docombination ~~not~~of ~~have~~monitoring ~~any~~and ~~control~~detection ~~over~~activities, ~~these~~use ~~analysts.~~of Ifanti-malware ~~one~~applications, employee ortraining, ~~more~~quality ofaudits ~~the~~and ~~analysts~~communication ~~who~~and ~~cover~~reporting usstructures, ~~downgrade~~among ~~our~~other ~~shares~~processes. We have a trained group of people orto ~~change~~carry ~~their~~out ~~opinion~~the activities of ~~our~~monitoring ~~shares,~~and ~~our~~detection ~~share~~of ~~price~~cybersecurity ~~would~~threats ~~likely~~and ~~decline.~~respond Ifto ~~one~~any cybersecurity threats or ~~more~~incidents. The Head of ~~these~~IT ~~analysts~~department ~~cease~~is ~~coverage~~responsible for oversight of uscybersecurity ~~or fail~~risks toand ~~regularly~~addressing ~~publish~~potential ~~reports~~cybersecurity onrisks usto business programs, weemployees, ~~could~~clients, ~~lose~~vendors ~~visibility~~and inpartners. ~~the~~The ~~financial~~Head ~~markets,~~of ~~which~~IT ~~could~~Department ~~cause~~reports to our ~~share~~Chief ~~price~~Executive orOfficer ~~trading volume~~who reports to ~~decline~~the Audit Committee at the board-level, as appropriate.

~~Item~~As of December 31, 2025, the Company has not identified ~~1B.~~any ~~Unresolved~~cybersecurity ~~Staff~~incidents ~~Comments~~that have materially affected, or are reasonably likely to materially affect, our business strategy, results of operations, or financial condition.

~~This information~~The isCompany ~~not~~continues ~~required~~to monitor its systems and third-party environments for ~~smaller~~potential ~~reporting~~threats ~~companies~~and to evaluate and enhance our cybersecurity controls as our business evolves, including following acquisitions and the expansion of fintech services.

Item 1C 2. ~~Cybersecurity~~Properties

~~As a~~We ~~technology~~do ~~and~~not ~~communications~~own ~~company~~any ~~that~~material ~~globally~~real ~~transmits~~property. ~~large~~Our ~~amounts~~principal executive ofoffices ~~information~~are ~~over~~located ~~our~~at ~~networks~~300 Aragon Avenue, weSuite ~~recognize~~375, ~~the~~Coral ~~critical importance~~Gables, ofFL ~~maintaining~~33134. ~~the~~We ~~security~~lease office and ~~integrity~~operational ofspace ~~information~~in ~~and~~multiple locations ~~systems~~to ~~under~~support our ~~control.~~global Weoperations, ~~view~~including ~~cybersecurity~~facilities ~~risk~~in asthe ~~one~~United States, Argentina, the United Kingdom, Switzerland, Turkey, ofand ~~our~~Dubai. ~~principal~~These ~~enterprise~~leases are generally short-~~wide~~term ~~risks,~~or ~~subject~~cancellable towith ~~control~~reasonable notice and ~~monitoring~~are atused ~~various~~for ~~levels~~administrative, oftechnical, ~~management~~and network ~~throughout~~operations. The disclosures concerning our ~~company.~~leased ~~We dedicate~~properties ~~resources~~and ~~commensurate~~operational ~~with~~facilities ~~our~~are ~~risk~~contained ~~profile~~in Item 1. Business above and ~~business~~incorporated ~~size~~herein toby ~~programs~~reference. ~~designed~~We tobelieve ~~identify,~~our ~~assess,~~current ~~manage,~~facilities ~~mitigate~~are adequate for our present needs and that suitable additional ~~respond~~or toalternative ~~cybersecurity~~space ~~threats~~will be available as required.

~~As described in~~ Item 1A “Risk Factors,” several features of our operations heighten our susceptibility to cyber-attacks, including (i) our material reliance on systems owned, operated or controlled by unaffiliated third-party operators and (ii) our processing and storage of large amounts of sensitive customer data3. ~~Cyber-attacks~~Legal on our systems may be initiated by a wide variety of intruders, including employees, cyber-criminals, nation state actors and other advanced persistent threat actors, and may include attempts by outside parties to gain access to sensitive data that is stored in or transmitted across our network. Cyber-attacks can take many forms, including computer hackings, computer viruses, ransomware, worms or other destructive or disruptive software, denial of service attacks, or other malicious activities.Proceedings

26We are not currently a party to any material legal proceedings. From time to time, we may become involved in various legal proceedings arising in the ordinary course of our business. We have no current legal proceedings that we believe would have a material adverse effect on our business, financial condition, or results of operations.

~~Table~~Item of4. ~~Contents~~Mine Safety Disclosures

~~We have~~Not ~~implemented cybersecurity risk management procedures, in accordance with our risk profile and business size~~applicable. We rely on our information technology to operate our business. As such, we have policies and processes designed to protect our information technology systems, some of which are managed by third parties, and resolve issues in a timely manner in the event of a cybersecurity threat or incident.

We have designed our business applications to minimize the impact that cybersecurity incidents could have on our business and have identified back-up systems where appropriate. We seek to further mitigate cybersecurity risks through a combination of monitoring and detection activities, use of anti-malware applications, employee training, quality audits and communication and reporting structures, among other processes. We have a trained group of people to carry out the activities of monitoring and detection of cybersecurity threats and respond to any cybersecurity threats or incidents. The Head of IT department is responsible for oversight of cybersecurity risks and addressing potential cybersecurity risks to business programs, employees, clients, vendors and partners. The Head of IT Department reports to our Chief Executive Officer who reports to the Audit Committee at the board-level, as appropriate.28

~~As of~~Table ~~December 31, 2024, we have not identified an indication~~ of ~~a cybersecurity incident that would have a material impact on our business and consolidated financial statements.~~Contents

~~Item 2.~~PART ~~Properties~~II

~~Item 3.~~Market ~~Legal Proceedings~~Information

WeOur common stock is listed on The Nasdaq Capital ~~have~~Market nounder ~~current~~the ~~legal~~symbol ~~proceedings~~“IQST”, where it has traded since May 14, 2025. Prior to that date, our common stock was quoted on the OTCQX marketplace.

~~Item~~The Company did not repurchase any shares of its 4.common ~~Mine~~stock ~~Safety~~during ~~Disclosures~~the fiscal year ended December 31, 2025.

~~Not~~The following table sets forth the high and low sales ~~applicable~~prices per share of our common stock for the periods indicated. These prices reflect inter-dealer prices, without retail mark-up, markdown or commission, and may not necessarily represent actual transactions.

Fiscal Year Ending December 31, 2025

Quarter Ended		High $		Low $
	December 31, 2025		3.050		2.840
	September 30, 2025		6.850		6.200
	June 30, 2025		9.825		9.550
	March 31, 2025		12.000		11.760

Table of Contents

Fiscal Year Ending December 31, 2024

Quarter Ended		High $		Low $
	December 31, 2024		24.752		21.200
	September 30, 2024		14.320		13.040
	June 30, 2024		22.624		19.760
	March 31, 2024		31.600		28.000

~~PART~~On March 31, 2026, the last sales price per share of our common stock IIwas $1.59.

~~Item 5.~~Holders ~~Market~~of ~~for~~Our ~~Registrant’s~~ Common ~~Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities~~Stock

~~Market~~As of March 31, 2026, we had 5,070,743 shares of ~~Information~~our common stock issued and outstanding, held by approximately 82 stockholders of record at our transfer agent, with additional stockholders holding our shares in street name.

Our common stock is quoted under the symbol “IQST” on the OTCQX operated by OTC Markets Group, Inc. Only a limited market exists for our securities. There is no assurance that a regular trading market will develop, or if developed, that it will be sustained. Therefore, a stockholder may be unable to resell his securities in our company.Dividends

~~The following~~We ~~tables~~currently ~~set~~intend ~~forth~~to ~~the~~retain ~~range~~future ofearnings for ~~high~~the ~~and~~operation ~~low~~of ~~bid information for~~ our ~~common~~business. ~~stock~~We ~~for each~~have ofnever ~~the~~declared ~~periods~~or ~~indicated~~paid ascash ~~reported by~~dividends ~~the~~on ~~OTCQX.~~our ~~These~~common ~~quotations reflect inter-dealer prices~~stock, ~~without~~and ~~retail~~we ~~mark-up,~~do ~~mark-down~~not oranticipate ~~commission~~paying any ~~and~~cash ~~may~~dividends ~~not~~in ~~necessarily~~the ~~represent actual~~foreseeable ~~transactions~~future.

Fiscal Year Ending December 31, 2024
Quarter Ended		High $		Low $
	December 31, 2024		0.3094		0.2650
	September 30, 2024		0.1790		0.1630
	June 30, 2024		0.2828		0.2470
	March 31, 2024		0.3950		0.3500

In the event that a dividend is declared, common stockholders on the record date are entitled to share ratably in any dividends that may be declared from time to time on the common stock by our board of directors from funds legally available.

Fiscal Year Ending December 31, 2023
	Quarter Ended	High $	Low $
	December 31, 2023	0.1550	0.1440
	September 30, 2023	0.2250	0.2160
	June 30, 2023	0.1340	0.1130
	March 31, 2023	0.1549	0.1425

OnTable ~~March 24, 2025, the last sales price per share~~ of ~~our common stock was $0.1477.~~Contents

~~Penny~~There are no restrictions in our articles of incorporation ~~Stock~~or bylaws that restrict us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:

~~The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks~~1. ~~Penny~~We ~~stocks~~would ~~are~~not ~~generally equity~~be ~~securities~~able with a market price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to ~~transactions~~pay inour ~~such~~debts ~~securities~~as isthey ~~provided by~~become ~~the~~due ~~exchange or system. The penny stock rules require a broker-dealer, prior to a transaction~~ in ~~a penny stock, to deliver a standardized risk disclosure document prepared by~~ the ~~SEC,~~usual ~~that:~~course ~~(a) contains a description~~ of ~~the nature and level of risk in the market for penny stocks in both public offerings and secondary trading~~business; ~~(b) contains a description of the broker's~~ or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the securities laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including language, type size and format, as the SEC shall require by rule or regulation.

~~The broker-dealer~~2. ~~also~~Our ~~must~~total ~~provide,~~assets ~~prior~~would tobe ~~effecting~~less ~~any~~than ~~transaction in a penny stock,~~ the ~~customer~~sum ~~with (a) bid and offer quotations for the penny stock; (b) the compensation~~ of ~~the~~our ~~broker-dealer~~total ~~and~~liabilities, ~~its~~plus ~~salesperson in~~ the ~~transaction;~~amount ~~(c)~~that ~~the~~would ~~number~~be ofneeded ~~shares~~ to ~~which such~~satisfy ~~bid and ask prices apply, or other comparable information relating to~~ the ~~depth~~rights ~~and liquidity~~ of ~~the~~stockholders ~~market~~who ~~for~~have ~~such~~preferential ~~stock;~~rights ~~and (d)~~superior ato ~~monthly~~those ~~account~~receiving ~~statement showing~~ the ~~market value of each penny stock held in the customer's account~~distribution.

28Securities Authorized for Issuance under Equity Compensation Plans

~~Table~~We ofdo ~~Contents~~not have an equity compensation plan.

~~In addition,~~Recent ~~the~~Sales penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of ~~the~~Unregistered ~~receipt of a risk disclosure statement, a written agreement as to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.~~Securities

~~These disclosure~~During ~~requirements~~the ~~may~~year ~~have~~ended ~~the~~December ~~effect~~31, of2025, ~~reducing~~ the ~~trading~~Company issued 2,130,808 ~~activity~~shares ~~for~~of ~~our~~ common stock. ~~Therefore,~~valued ~~stockholders~~at ~~may~~fair ~~have~~market ~~difficulty selling~~value ~~our~~on ~~securities.~~issuance as follows:

~~Holders~~ • 475,125 shares for conversion of ~~Our~~Series ~~Common~~D Preferred Stock; • 7,500 shares for compensation to our directors valued at $81,813; • 1,271,720 shares for conversion of debt of $5,640,893; • 264,980 shares for settlement of debt of $1,886,658; • 32,400 shares for service valued at $223,200; • 3,563 shares for common stock payable value at $82,194; • 75,529 shares for stock dividend valued at $500,000; • (9) shares for reverse stock split adjustment.

AsThese securities were issued pursuant to Section 4(2) of ~~March~~the ~~24,~~Securities ~~2025,~~Act weand/or ~~had~~Rule ~~210,710,170~~506 ~~shares~~promulgated ofthereunder. ~~our~~The ~~common~~holders ~~stock~~represented ~~issued~~their intention to acquire the securities for investment only and ~~outstanding,~~not ~~held~~with bya ~~approximately~~view 79towards ~~stockholders~~distribution. The investors were given adequate information about us to make an informed ofinvestment ~~record~~decision. atWe did not engage in any general solicitation or advertising. We directed our transfer agent, to issue the stock certificates with ~~additional~~the ~~stockholders~~appropriate ~~holding~~restrictive ~~our~~legend ~~shares~~affixed into ~~street~~the ~~name~~restricted stock.

~~Dividends~~Item 6. [Reserved]

~~We currently~~Item ~~intend~~7. toManagement’s ~~retain~~Discussion ~~future~~and ~~earnings~~Analysis ~~for the operation~~ of ~~our~~Financial ~~business.~~Condition ~~We have never declared or paid cash dividends on our common stock,~~ and weResults doof ~~not anticipate paying any cash dividends in the foreseeable future.~~Operations

InCertain statements in this Annual Report constitute ~~the~~forward-looking ~~event~~statements. ~~that~~See a" ~~dividend~~Forward-Looking isStatements" ~~declared,~~immediately ~~common~~prior ~~stockholders~~to onItem ~~the~~1 ~~record~~of ~~date~~Part ~~are~~I ~~entitled~~of this report for factors relating to ~~share~~these ~~ratably~~statements and "Risk Factors" in ~~any~~Item ~~dividends~~1A ~~that~~of ~~may be~~Part ~~declared~~I ~~from~~of ~~time~~this toreport ~~time~~for ona ~~the~~discussion ~~common~~of ~~stock~~certain byrisk factors applicable to our ~~board~~business, offinancial ~~directors~~condition, ~~from~~results ~~funds~~of ~~legally~~operations, ~~available~~liquidity or prospects.

There are no restrictions in our articles of incorporation or bylaws that restrict us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:30

1.Table ~~We would not be able to pay our debts as they become due in the usual course~~ of ~~business; or~~Contents

2.Results ~~Our~~of ~~total~~Operations ~~assets~~for ~~would be less than~~ the ~~sum~~Years ofEnded ~~our total liabilities~~December 31, ~~plus~~2025 ~~the~~and ~~amount that would be needed to satisfy the rights of stockholders who have preferential rights superior to those receiving the distribution.~~2024

~~Securities Authorized~~Net ~~for Issuance under Equity Compensation Plans~~Revenue

WeOur net revenue for the year ended December 31, 2025 dowas ~~not~~$316,899,498 ~~have~~as compared with $283,220,442 for the year ended December 31, 2024. These numbers reflect an ~~equity~~increase ~~compensation~~of ~~plan~~12% year over year on our consolidated Revenues.

~~Recent~~When looking at the numbers by subsidiary, we have ~~Sales~~the offollowing ~~Unregistered~~breakout ~~Securities~~for the years ended December 31, 2025 and 2024:

During the year ended December 31, 2024, the Company issued 30,847,055 shares of common stock and had a stock payable of 285,000 shares at year end, valued at fair market value on issuance as follows:

	Revenue Year Ended December 31,
Subsidiary	2025			2024
IQSTEL Inc	$	220,755		$	—
Etelix.com USA, LLC		31,748,230			75,405,682
SwissLink Carrier AG		22,394,346			13,349,998
QGlobal LLC		1,766,881			1,694,891
IoT Labs LLC		117,370,459			94,170,000
Smartbiz Telecom		12,743,474			21,435,486
Whisl Telecom		2,916,447			4,301,577
QXTEL Limited		141,624,991			95,681,790
GlobeTopper LLC		27,955,101			—
	$	358,740,684		$	306,039,424

Intercompany eliminations		(41,841,186	)		(22,818,982	)
	$	316,899,498		$	283,220,442

•The ~~600,000~~continued ~~shares~~growth ~~for~~in ~~compensation~~revenue tois ~~our~~the result ~~directors~~of ~~valued~~the atdevelopment ~~$141,025;~~of •our 3commercial strategy,~~007,173~~ ~~shares~~including ~~for~~the ~~settlement~~strengthening of ~~debt~~our ~~valued~~commercial atand ~~$483,670;~~operational ~~• 3~~activities,~~535,354~~ ~~shares~~as inwell as ~~conjunction~~intercompany ~~with~~synergies ~~convertible~~developed ~~notes~~throughout ~~valued~~the atyear. ~~$597,777;~~The •largest ~~10,000,000~~revenue ~~shares~~concentration ~~for~~comes ~~exercise~~from ~~of warrants for $1~~IOT,~~100,000;~~ ~~and~~which •increased ~~6,106,061~~by ~~shares~~25% ~~for~~compared to ~~conversion~~last ~~of debt of $671~~year,~~666~~ •and 2QXTEL,~~450,000~~ ~~shares~~which ~~issued~~since ~~for~~its ~~cash~~inclusion ofin ~~$100,000~~mid-2024 •continues ~~646,467~~to ~~shares~~represent ~~for~~ the ~~extension~~highest share of ~~debt valued at $116~~revenue,~~364~~ •accounting ~~4,502,000 shares~~ for ~~conversion~~ 39% of ~~Series~~the Btotal ~~Preferred~~volume ~~Stock • 285,000 shares of stock payable~~ for ~~service~~this ~~valued~~period. atThe ~~$82,194~~increase ~~recorded~~also asincludes ~~additional~~the ~~paid~~contribution infrom ~~capital~~the asnewly ofacquired ~~December 31~~subsidiary, ~~2024.~~GlobeTopper ~~Shares~~LLC, which ~~were~~was ~~issued~~consolidated onstarting ~~January~~July 161, 2025.

29In 2024, our revenue was entirely derived from telecommunications services, with approximately 33.91% generated from SMS and 66.09% from voice. In 2025, our revenue mix evolved meaningfully: SMS increased to 36.6%, voice represented 54.51%, and our newly launched fintech operations contributed 8.89% of total revenue. The continued expansion of SMS traffic is strategically beneficial, as SMS services generally carry higher gross margins than traditional voice offerings, supporting improvements in our overall profitability profile. In addition, the introduction of fintech as a new revenue-generating segment reflects the early stages of a broader diversification strategy, reducing reliance on a single business line and positioning the Company with a more balanced and resilient revenue base over time.

~~Table~~Intercompany ofeliminations ~~Contents~~rose as well, driven by higher transactions among group entities, which are removed to avoid double counting at the consolidated level.

These ~~securities~~ ~~were~~intercompany ~~issued~~transactions ~~pursuant~~are topart ~~Section 4(2)~~ of ~~the~~our ~~Securities~~strategy to ~~Act~~optimize ~~and/or~~operations ~~Rule~~across ~~506~~subsidiaries ~~promulgated~~by ~~thereunder.~~leveraging ~~The~~more ~~holders~~efficient ~~represented their~~routing ~~intention~~alternatives ~~to acquire the securities~~ for ~~investment~~our ~~only~~voice and ~~not~~SMS ~~with~~services, acost ~~view towards distribution. The investors were given adequate~~reductions, ~~information~~and ~~about~~improved usservice ~~to make an informed investment decision~~delivery. WeThis ~~did~~synergy ~~not~~among ~~engage~~our inentities ~~any~~strengthens ~~general solicitation or advertising. We directed~~ our ~~transfer~~position ~~agent~~in ~~to issue~~ the ~~stock~~market ~~certificates~~and ~~with~~contributes ~~the appropriate restrictive legend affixed~~ to ~~the~~enhanced ~~restricted~~gross margin ~~stock~~results.

~~Item 6. [Reserved]~~31

~~Item 7.~~Table ~~Management’s Discussion and Analysis~~ of ~~Financial Condition and Results of Operations~~Contents

~~Certain statements~~Cost ~~in this Annual Report constitute forward-looking statements. See " Forward-Looking Statements" immediately prior to Item 1~~ of Part I of this report for factors relating to these statements and "Risk Factors" in Item 1A of Part I of this report for a discussion of certain risk factors applicable to our business, financial condition, results of operations, liquidity or prospects.Revenue

~~Results~~ Our total cost of ~~Operations~~revenue for the ~~Years~~year ~~Ended~~ ended December 31, ~~2024~~2025 ~~and~~was ~~2023~~$307,442,244 as compared with $274,948,693 for the year ended December 31, 2024.

~~Net~~When looking at the numbers by subsidiary, we have ~~Revenue~~the following breakout for the years ended December 31, 2025 and 2024:

Our net revenue for the year ended December 31, 2024 was $283,220,442 as compared with $144,502,351 for the year ended December 31, 2023. These numbers reflect an increase of 96% year over year on our consolidated Revenues.

	Cost of Revenue Year Ended December 31,
Subsidiary	2025			2024
IQSTEL Inc	$	52,770		$	—
Etelix.com USA, LLC		31,097,001			74,848,503
SwissLink Carrier AG		21,568,250			12,541,394
QGlobal LLC		1,183,985			1,300,453
IoT Labs LLC		116,258,375			92,196,261
Smartbiz Telecom		11,801,401			20,508,454
Whisl Telecom		2,441,573			3,606,438
QXTEL Limited		136,995,565			92,486,843
GlobeTopper LLC		27,403,231			—
	$	348,802,151		$	297,488,346

Intercompany eliminations		(41,359,907	)		(22,539,653	)
	$	307,442,244		$	274,948,693

~~When~~Our cost of revenue consists of direct charges from ~~looking~~vendors atthat the ~~numbers~~Company byincurs ~~subsidiary,~~to wedeliver ~~have~~services ~~the~~to ~~following~~its ~~breakout~~customers. These costs primarily consist of usage charges for ~~the~~calls ~~years~~and ~~ended~~SMS terminated ~~December~~in 31vendor’s network, ~~2024~~as ~~and~~well ~~2023:~~as the costs of the digital prepaid products related to Fintech (GlobeTopper) operations.

Subsidiary	Revenue Year Ended December 31, 2024		Revenue Year Ended December 31, 2023
Etelix.com USA, LLC	$	69,833,265	$	44,026,288
SwissLink Carrier AG		8,317,281		5,250,141
QGlobal LLC		1,539,434		1,228,865
IoT Labs LLC		94,170,000		75,574,912
Whisl		2,826,276		1,855,816
Smartbiz		20,499,830		16,566,329
QXTEL		86,034,356		—
	$	283,220,442	$	144,502,351

The behavior in the costs shows a logical correlation with the behavior of the revenue commented above. We have reached a higher volume of revenue and every additional unit sold (Telecom and Fintech) has its corresponding termination cost.

~~The continued~~Our ~~growth~~cost of ~~our~~ revenue isfor the ~~result~~year ofended ~~the~~December ~~development of our business strategy~~31, ~~which includes the strengthening of our commercial~~ ~~and~~2025 ~~operating~~was ~~activities~~$307,442,244 ~~and~~as ~~new~~compared ~~acquisitions.~~with In$ ~~fact~~274,948,693 ~~38%~~for of the ~~increase~~year ~~was~~ended ~~organic~~December ~~grow~~31, ~~while~~2024. ~~the~~These ~~remaining~~numbers ~~62%~~reflect ~~was~~an ~~due~~increase ~~to the acquisition~~ of ~~QXTEL~~12% ~~Inc~~year over year.

~~Cost~~ The consolidation of ~~Revenue~~GlobeTopper, along with the traffic volumes generated by QXTEL and the portfolio reorganization among subsidiaries, highlights the synergies created through the group’s commercial and operational integration. As a result, intercompany transactions have increased, supporting our strategy to optimize routing and improve cost efficiency. This is expected to contribute positively to future revenue and margin performance.

~~Our total~~Gross ~~cost~~Margin ~~of revenue for the year ended December 31, 2024 was $274,948,693 as compared with $139,830,338 for the year ended December 31, 2023.~~

30Our gross margin, which is simply the difference between our revenues and our cost of sales, discussed above, increased from $8,271,749 in 2024 to $9,457,254 in 2025, which is an increase of 14% year-over-year.

~~Table~~The Company’s traffic mix continues to shift toward higher-margin services, reinforcing the strategic evolution of ~~Contents~~its telecom portfolio. In 2025, the business carried 17.4 billion SMS and short-code messages, up from 13.9 billion in 2024, an increase of 3.5 billion messages or 25.18% year over year. While this growth follows an exceptional 32.94% expansion from 2023 to 2024, the sustained double-digit trajectory highlights the strengthening role of SMS within the Company’s service mix. Because SMS consistently delivers superior gross margins compared to traditional voice, this shift not only expands volumes but also enhances the overall profitability profile of the communications segment, signaling a deliberate and effective enrichment of the Company’s product offering

~~When looking at the numbers by subsidiary, we have the following breakout for the years ended December 31, 2024 and 2023:~~32

Subsidiary	Cost of revenue Year Ended December 31, 2024		Cost of revenue Year Ended December 31, 2023
Etelix.com USA, LLC	$	69,334,112	$	41,505,472
SwissLink Carrier AG		7,663,815		4,359,141
QGlobal LLC		1,144,324		832,282
IoT Labs LLC		92,196,261		74,662,656
Whisl		2,130,645		2,033,529
Smartbiz		19,572,904		16,437,258
QXTEL		82,906,632		—
	$	274,948,693	$	139,830,338

Table of Contents

~~Our~~This ~~cost~~trend ~~of revenues~~is ~~consists~~reflected ofin ~~direct~~our ~~charges~~quarterly performance: total gross margin increased from ~~vendors~~2.74% ~~that~~in the ~~Company~~fourth ~~incurs~~quarter toof ~~deliver~~2024 ~~services~~ to ~~its customers~~3.46% ~~These~~in ~~costs~~the ~~primarily consist~~fourth quarter of ~~usage~~2025, ~~charges~~representing ~~for~~a ~~calls~~26.17% ~~and SMS terminated in our vendors’ networks~~year-over-year improvement.

The behavior in the costs shows a logical correlation with the behavior of the revenue commented above. We have reached a higher volume of revenue and every additional unit sold (minutes and SMS) has its corresponding termination cost.

	Cost of Revenue for the Three Months Ended December 31,
Description	2025			2024
Revenue	$	84,215,893		$	98,920,186
Cost of Revenue		81,305,798			96,211,006
	$	2,910,095		$	2,709,180
Gross margin %		3.46	%		2.74	%

~~Gross Margin~~Operating Expenses

~~Our~~Operating ~~gross margin,~~expenses ~~which~~for ~~is simply~~ the ~~difference~~year ~~between~~ended ~~our~~December ~~revenues~~31, ~~and~~2025 ~~our~~were ~~cost of sales~~$13, ~~discussed above~~709,264 as ~~increased~~compared ~~from~~with $49,~~672~~105,~~013~~813 infor ~~2023 to~~the ~~$8,271,749~~year inended ~~2024~~December 31, ~~which~~2024. The detail by major category is anreflected ~~increase~~in ofthe ~~77.05%~~table ~~year-over-year.~~below:

Operating Expenses

	Operating Expenses Year Ended December 31,
Category	2025		2024
Salaries, Wages and Benefits	$	3,803,370	$	3,639,319
Technology		1,617,232		1,192,185
Professional Fees		916,349		1,110,773
Legal & Regulatory		351,570		328,500
Travel & Events		286,176		234,295
Public Cost		120,945		102,773
Advertising		1,878,274		968,206
Bank Services and Fees		238,725		211,591
Depreciation and Amortization		627,667		499,535
Office, Facility and Other		1,370,092		529,892
Insurances		18,902		63,534
Bad debt expense		6,397		1991
	$	11,235,699	$	8,882,594

Stock-based compensation		305,013		223,219
Impairment loss of goodwill		2,168,552		—
	$	13,709,264	$	9,105,813

~~Operating expenses~~When ~~for~~looking ~~the~~at ~~year ended December 31, 2024 were $9,105,813, as compared with $4,987,516 for~~ the ~~year~~numbers ~~ended~~by ~~December 31~~subsidiary, ~~2023.~~we ~~The~~have ~~detail by major category is reflected in~~ the ~~table below.~~following:

	Years Ended December 31,
	Operating Expenses Year Ended December 31,
	2024			2023
Subsidiary	2025			2024
Salaries, Wages and Benefits	$	2,963,714		$	1,560,366
IQSTEL Inc	$	4,158,073		$	2,881,662
Technology		1,192,185			328,710
Etelix.com USA, LLC		495,897			428,603
Professional Fees		1,110,773			1,283,351
SwissLink Carrier AG		989,396			974,233
Legal and Regulatory		328,500			256,537
Itsbchain		2,639			14,788
Travel & Events		234,295			136,051
QGlobal LLC		380,029			552,388
Public Cost		102,773			36,349
IoT Labs LLC		293,111			246,254
Bad Debt Expense		1,991			8,815
Global Money One		1,006			762
Depreciation and Amortization		499,535			128,737
Smartbiz Telecom		960,303			800,922
Advertising		968,206			595,298
Whisl Telecom		334,937			978,760
Bank Services and Fees		211,591			77,292
QXTEL Limited		3,883,944			2,227,441
Office, Facility and Other		529,892			309,376
GlobeTopper LLC		547,002			—
Sales Commissions		675,605			211,830
	$	12,046,337		$	9,105,813
Insurance		63,534			11,914
Intercompany eliminations		(505,625	)		—
Subtotal		8,882,594			4,944,626
	$	11,540,712		$	9,105,813
Stock-based compensation		223,219			42,890
Impairment loss of goodwill		2,168,552			—
Total Operating Expenses	$	9,105,813		$	4,987,516
	$	13,709,264		$	9,105,813

3133

Table of Contents

~~Operating~~General and administration expenses increased ~~Expenses~~from by$9,105,813 ~~subsidiary~~to ~~are~~$13,709,264 as ~~follows:~~of December 2025. IQSTEL represents the largest share of general and administration expenses for the period at 30%, followed by QXTEL with 28%.

	Years Ended December 31,
	2024		2023		Difference
IQSTEL	$	2,881,662	$	1,692,056	$	1,189,606
Etelix		428,603		322,932		105,671
SwissLink		974,233		723,712		250,521
ItsBchain		14,788		41,955		-27,167
QGlobal		552,388		253,160		299,228
Global Money One		762		55,710		-54,948
IoT Labs		246,254		172,709		73,545
Whisl		800,922		614,617		186,305
Smartbiz		978,760		1,110,665		-131,905
QXTEL		2,227,441		-		2,227,441
Total Operating Expenses	$	9,105,813	$	4,987,516	$	4,118,297

The increase compared to the prior year is mainly driven by the expansion of the group and the consolidation of QXTEL and GlobeTopper. The most significant variations include the increase in technology expenses related to the deployment and upgrade of the switching platform to support all subsidiaries, which is expected to generate cost efficiencies once the migration process is completed.

~~There is a significant increase of 82.57% in Operating Expenses for 2024 when compared with 2023; however~~Additionally, ~~more~~the ~~than~~Company ~~half~~recognized ~~of that increase~~a ~~(54%)~~non-cash isgoodwill ~~due~~impairment ~~to the inclusion~~ of ~~QXTEL in the consolidated financial statements in the year 2024~~$2,168,552. ~~Another~~Including ~~29%~~this ofeffect, ~~that~~total ~~increase is due to an increment in IQSTEL's~~ operating expenses ~~concentrated~~reached ~~in the categories of Salaries, Wages and Benefits (~~$~~442~~13,~~003 higher than in 2023)~~709, ~~Advertising ($372~~264,~~908~~ ~~higher~~representing ~~than~~an inincrease of ~~2023)~~50.56% ~~and~~compared ~~Stock-based~~to ~~compensation ($180,329 higher than in 2023) Finally,~~ the ~~third~~ ~~largest~~prior ~~expense~~year. ~~item~~This ~~contributing~~adjustment tois ~~the~~non-recurring ~~increase~~in ofnature ~~Operating~~and ~~Expanses~~does isnot ~~related~~impact tocash ~~technology~~flow.

~~Other~~The underlying increase in operating expenses is ~~Income~~primarily ~~(Expenses)~~related to higher salaries, depreciation and amortization, and general administrative costs, in line with the growth of the business and the integration of newly consolidated subsidiaries. Advertising expenses also increased to support commercial expansion, while insurance expenses decreased during the period.

We ~~had~~ ~~other~~are ~~expenses~~continually ofidentifying ~~$3,951,942~~operational ~~for the year ended December 31, 2024, as compared with other income of $96,067 for the year ended December~~synergies ~~31,~~among ~~2023.~~all ~~The increase in Other Expenses in 2024 compared to 2023 is due to (1) the negative change in fair value~~ of ~~derivative~~our ~~liabilities of~~subsidiaries ~~$1,393,046 for the year ended December 31, 2024 from a positive value of $381,848 for the year ended December 31, 2023; (2) the increase of interest expenses~~ to ~~$2,159,425~~be inmore ~~2024~~cost ~~from $94,908 in 2023 and (3) a loss on settlement of debt of $482,085 in 2024~~efficient.

~~Net Loss~~Other Income (Expenses)

We ~~finished~~ had other expenses of $4,136,551 for the year ended December 31, ~~2024 with a loss of $5~~2025,~~180,036~~ as compared towith aother ~~loss~~expense of $~~219~~3,~~436~~951,942 ~~during~~for the year ended December 31, ~~2023~~2024. The ~~net~~increase ~~results~~in Other ofExpenses ~~the~~in ~~periods~~2025 ~~reported~~compared ~~are~~to ~~highly~~2024 ~~impacted~~is bydue ~~the~~largely ~~expenses~~to in the ~~holding~~loss ~~entity~~on ~~(IQSTEL),~~settlement ~~which~~of ~~has~~debt aand ~~high component~~salary payable of ~~interest~~$2,441,462 ~~and~~for ~~other~~the ~~financial~~year ended ~~expenses~~December ~~related~~31, to2025 ~~the~~compared ~~funds~~to ~~borrowed~~$482,085 for the ~~acquisition~~year ofended ~~QXTEL~~December ~~Limited~~31, 2024.

~~Our Telecom~~Net Division, the division presently generating revenue, has positive operating income when presented separately from the rest of our Company. 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, such as Fintech and Cybersecurity.Loss

~~Our telecom~~We ~~division~~finished ~~revenues~~the ~~have~~year ~~increased~~ended byDecember 31, ~~96%~~2025 ~~from~~with a net loss of $~~144~~8,~~502~~510,~~351~~266 inas ~~2023~~compared to ~~$283,220,442~~a inloss ~~2024.~~of ~~Additionally~~$5,180,036 ~~its~~during ~~gross~~the ~~profit~~year ~~has risen~~ended byDecember ~~77%~~31, ~~going~~2024. ~~from~~The ~~$4,672,013~~results tofor ~~$8,271,749;~~the period ~~operating~~were ~~income~~significantly ~~has~~impacted ~~grown~~ by ~~40%~~expenses ~~from~~at ~~$1,474,218~~the toholding $2entity (IQSTEL),~~063,148;~~ ~~and~~which ~~net~~include ~~income~~a ~~has increased~~high bycomponent ~~33%,~~of ~~rising~~interest ~~from~~and ~~$1,290,646~~other tofinancial expenses ~~$1,710,241.~~related ~~These~~to ~~double-digit~~the ~~growth~~funds ~~figures~~borrowed ~~demonstrate~~for the ~~strong~~acquisition ~~performance~~ of ~~our~~QXTEL ~~telecommunications division~~Limited.

32Additionally, during 2025, the Company recognized a non-cash goodwill impairment of $2,168,552, which represents a material, non-recurring expense for the period and does not impact the Company’s cash flow. Excluding this effect, the variation in net loss would have been less pronounced.

~~Table~~Our Telecom Division, currently the primary source of ~~Contents~~revenue for the Company, continued to generate positive Operating Income. Meanwhile, our pre-revenue companies are operating with minimal expenses, focused solely on completing product and service development prior to their market launch. 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, such as Fintech which is already generating revenue, Cybersecurity and AI.

	Telecom Division						Pre-revenue companies						iQSTEL						Consolidated
	Year Ended December 31, 2024			Year Ended December 31, 2023			Year Ended December 31, 2024			Year Ended December 31, 2023			Year Ended December 31, 2024			Year Ended December 31, 2023			Year Ended December 31, 2024			Year Ended December 31, 2023
Revenues		283,220,442			144,502,351			—			—			—			—			283,220,442			144,502,351
Cost of revenue		274,948,693			139,830,338			—			—			—			—			274,948,693			139,830,338
Gross profit		8,271,749			4,672,013			—			—			—			—			8,271,749			4,672,013
Operating expenses
General and administration		6,208,601			3,197,795			15,550			97,665			2,881,662			1,692,056			9,105,813			4,987,516
Total operating expenses		6,208,601			3,197,795			15,550			97,665			2,881,662			1,692,056			9,105,813			4,987,516
Operating income/(loss)		2,063,148			1,474,218			(15,550	)		(97,665	)		(2,881,662	)		(1,692,056	)		(834,064	)		(315,503	)
Other income (expense)		41,123			(183,572	)		(120	)		(100	)		(3,992,945	)		279,740			(3,951,942	)		96,067
Net income (loss) before income taxes		2,104,271			1,290,646			(15,670	)		(97,765	)		(6,874,607	)		(1,412,316	)		(4,786,006	)		(219,436	)
Income taxes		(394,030	)		—			—			—			—			—			(394,030	)		—
Net income (loss)		1,710,241			1,290,646			(15,670	)		(97,765	)		(6,874,607	)		(1,412,316	)		(5,180,036	)		(219,436	)
Depreciation and amortization		499,535			128,737			—			—			—			—			499,535			128,737
Interest expense		41,611			—			—			—			2,117,814			94,908			2,159,425			94,908
Change in fair value of derivative liabilities		—			—			—			—			1,393,046			(381,848	)		1,393,046			(381,848	)
Loss on settlement of debt		—			—			—			—			482,085			—			482,085			—
Stock-based compensation		—			—			—			—			223,219			42,890			223,219			42,890
Income taxes		394,030			—			—			—			—			—			394,030			—
Adjusted EBITDA		2,645,417			1,419,383			(15,670	)		(97,765	)		(2,658,452	)		(1,656,366	)		(28,705	)		(334,749	)

A comparison of the tables below highlights the progress of our Telecom Division, as evidenced by the increase in revenue, gross profit, and operating income for both the three- and twelve-month periods ended December 31, 2025. As we have previously stated, our strategy remains centered on strengthening the telecommunications segment to serve as a growth engine for the development and expansion of new business lines.

~~In evaluating~~Our ~~our~~telecom ~~financial~~division ~~performance,~~revenues wehave ~~utilize Adjusted EBITDA as a supplemental measure to provide insights into the profitability~~increased ofyear ~~our~~over ~~core operations~~year. ~~(Please see Adjusted EBITDA~~Additionally, ~~which~~its isgross ~~reconciled~~profit tohas ~~the~~risen ~~Net~~by ~~Income in the table above.) Adjusted EBITDA excludes~~6%, in ~~addition~~going tofrom ~~non-operational expenses like interest expenses~~$8, ~~taxes~~271,749 ~~depreciation~~to ~~and amortization; items that we believe are not indicative of our operating performance~~$8, ~~such as:~~737,399.

•On ~~Change~~the inother ~~Fair~~hand, ~~Value~~our ofFintech ~~Derivative~~division continues ~~Liabilities:~~to ~~These~~strengthen ~~adjustments~~its ~~reflect~~position ~~unrealized~~within ~~gains~~the orGroup’s ~~losses~~strategy. ~~that~~For ~~are~~the ~~non-operational~~year ~~and~~ended ~~subject~~2025, tothe ~~market~~division ~~volatility.~~reported •revenues ~~Loss on Settlement~~ of ~~Debt:~~$27,955,101 and ~~This~~operating ~~represents non-recurring~~ expenses ~~associated~~of ~~with~~$547,002, ~~specific~~resulting ~~financing~~in ~~activities~~operating ~~and~~income ~~does~~of ~~not impact ongoing business operations. • Stock-Based Compensation: As a non-cash expense~~$4,868 ~~this~~and ~~adjustment~~net ~~eliminates~~income ~~variability~~of ~~caused by equity-based incentives~~$2,176.

~~We believe Adjusted EBITDA offers a clearer view of the cash-generating potential of our business, excluding non-recurring, non-cash, and non-operational impacts.~~34

33Table of Contents

~~Table~~This performance reflects the initial contribution from GlobeTopper, which was incorporated during 2025 and represents an important milestone for the development of ~~Contents~~this business line. While the division did not generate profits in 2024, the progress achieved in 2025 demonstrates the Company’s commitment to expanding its presence in the fintech segment and leveraging new opportunities that can also support the growth of our other business lines.

Based on the analysis of our Adjusted EBITDA our Telecom Division is a high-performing division that generates strong operational profits. Adjusted EBITDA has increased 86% from $1,419,383 as of December 31, 2023 to $2,645,417 as of December 31, 2024.

	Telecom Division						Fintech Division					Pre-revenue companies						IQSTEL						Consolidated
	Year Ended Dec 31, 2025			Year Ended Dec 31, 2024			Year Ended Dec 31, 2025			Year Ended Dec 31, 2024		Year Ended Dec 31, 2025			Year Ended Dec 31, 2024			Year Ended Dec 31, 2025			Year Ended Dec 31, 2024			Year Ended Dec 31, 2025			Year Ended Dec 31, 2024
Revenues		288,723,642			283,220,442			27,955,101			—		—			—			220,755			—			316,899,498			283,220,442
Cost of revenue		279,986,243			274,948,693			27,403,231			—		—			—			52,770			—			307,442,244			274,948,693
Gross profit		8,737,399			8,271,749			551,870			—		—			—			167,985			—			9,457,254			8,271,749


Operating expenses
General and administration		6,831,992			6,208,601			547,002			—		3,645			15,550			4,158,073			2,881,662			11,540,712			9,105,813
Impairment loss of goodwill		—			—			—			—		—			—			2,168,552			—			2,168,552			—
Total Operating Expenses		6,831,992			6,208,601			547,002			—		3,645			15,550			6,326,625			2,881,662			13,709,264			9,105,813

Operating income/(loss)		1,905,407			2,063,148			4,868			—		(3,645	)		(15,550	)		(6,158,640	)		(2,881,662	)		(4,252,010	)		(834,064	)


Other income (expense)		(113,219	)		41,124			(2,692	)		—					(120	)		(4,020,640	)		(3,992,946	)		(4,136,551	)		(3,951,942	)
Net income (loss) before income taxes		1,792,188			2,104,272			2,176			—		(3,645	)		(15,670	)		(10,179,280	)		(6,874,608	)		(8,388,561	)		(4,786,006	)
Income taxes		(118,143	)		(394,030	)		—			—		—			—			(3,562	)		—			(121,705	)		(394,030	)
Net income (loss)		1,674,045			1,710,242			2,176			—		(3,645	)		(15,670	)		(10,182,842	)		(6,874,608	)		(8,510,266	)		(5,180,036	)


Depreciation and Amortization		619,253			499,535			8,414			—		—			—			—			—			627,667			499,535
Interest expense		31,147			41,611			2,692			—		—			—			1,120,567			2,117,814			1,154,406			2,159,425
FX Gains/Losses		43,461			—			6,701			—		—			—			(1,501	)					48,661
Loss on settlement of debt		—			—			—			—		—			—			2,224,481			482,085			2,224,481			482,085
Loss on settlement of salary payable		—			—			—			—		—			—			216,981						216,981			—
Stock-based compensation		—			—			—			—		—			—			305,013			223,219			305,013			223,219
Impairment loss of goodwill		—						—											2,168,552						2,168,552			—
Other non recurrent		153,786			—			—			—		—			—			—			—			153,786			—
Taxes		189,365			394,030			0			—		—			—			3,562			—			192,927			394,030
Change in fair value of derivatives																						1,393,046						1,393,046
Adjusted EBITDA		2,711,057			2,645,418			19,983			—		(3,645	)		(15,670	)		(4,145,187	)		(2,658,444	)		(1,417,792	)		(28,696	)

Consolidated figures show a slightly negative Adjusted EBITDA; while this isn’t ideal, in our opinion it implies the Company is close to breaking even and might achieve positive Adjusted EBITDA with small improvements in efficiency or revenue growth. We are in a transitional period, scaling operations and investing heavily in growth initiatives with the execution of our M&A plan. Management has also identified areas for cost-cutting and operational improvements and has acted in that direction.35

~~Liquidity and~~Table ~~Capital~~of ~~Resources~~Contents

~~As of~~In ~~December~~evaluating ~~31,~~our ~~2024~~financial performance, we ~~had~~utilize Adjusted ~~total~~EBITDA ~~current~~as ~~assets~~a ofsupplemental ~~$63,015,046,~~measure ~~compared~~to ~~with~~provide ~~total~~insights ~~current~~into ~~liabilities~~the profitability of ~~$63~~our core operations. (Please see Adjusted EBITDA,~~821,196,~~ which ~~resulting~~is reconciled to the Net Income in a ~~negative~~the ~~working~~table ~~capital~~above.) ofAdjusted $EBITDA ~~806~~excludes,~~150~~ ~~and~~in aaddition ~~current~~to ~~ratio~~non-operational ofexpenses ~~approximately~~like ~~0.99~~interest expenses, totaxes, 1.depreciation ~~The~~and ~~negative~~amortization; ~~working~~items ~~capital~~that iswe ~~due~~believe ~~largely~~are ~~to loans~~not ~~payable~~indicative of $2our operating performance,~~455,641.~~ such as:

~~Following~~· isChange ain ~~table~~Fair ~~with~~Value ~~summary~~of ~~data~~Derivative ~~from~~Liabilities: ~~the~~These adjustments ~~consolidated~~reflect ~~statements~~unrealized ofgains ~~cash~~or ~~flows~~losses ~~for~~that ~~the~~are ~~years~~non-operational ~~ended December 31, 2024~~ and ~~2023,~~subject asto ~~presented~~market volatility.

	2024			2023
Net cash used in operating activities	$	(2,930,306	)	$	(1,483,801	)
Net cash used in investing activities		(3,162,971	)		(332,550	)
Net cash provided by financing activities		7,240,966			1,833,965
Effect of exchange rate changes on cash		—			15,665
Net change in cash	$	1,147,689		$	33,279

· Loss on Settlement of Debt: This represents non-recurring expenses associated with specific financing activities and does not impact ongoing business operations.

~~Our~~· ~~operating~~Stock-Based ~~activities~~Compensation: ~~used~~As ~~$2,930,306~~a innon-cash ~~the year ended December 31~~expense, ~~2024, as compared with $1,483,801 used in operating activities in~~this ~~the~~adjustment ~~year~~eliminates ~~ended~~variability ~~December~~caused ~~31,~~by ~~2023.~~equity-based ~~Our cash 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~~incentives.

~~Investing~~· ~~activities~~Impairment ~~used~~loss ~~$3,162,971~~of ~~for~~Goodwill: ~~the~~This ~~year~~represents ~~ended~~a ~~December 31~~non-cash, non-recurring ~~2024,~~charge asrelated ~~compared~~to ~~with $332,550 used in investing activities for~~ the ~~year ended~~deterioration ~~December 31, 2023. The cash used~~ in ~~investing activities is largely due to~~ the ~~acquisition~~value of ~~QXTEL,~~goodwill ~~where~~and ~~the~~does ~~Company~~not ~~invested $2,955,121,~~impact ~~and~~ the ~~purchase~~Company’s ofcash ~~$151,620 of property and equipment~~flow.

~~Financing~~· ~~activities~~Tax ~~provided~~Provision: ~~$7,240,966~~This ~~for~~adjustment ~~the~~reflects ~~year ended December 31, 2024, as compared to $1,833,965 provided for~~ the ~~year ended December 31,~~recognition ~~2023.~~of ~~The~~income ~~cash~~tax ~~provided in 2024 was largely from loans~~expense, ~~convertible~~which ~~debt~~may ~~and~~vary ~~warrant~~depending ~~exercises, offset by repayments~~ on ~~loans.~~jurisdictional Weresults ~~have financed our operations through private placements, convertible notes,~~ and ~~unsecured~~does ~~debt,~~not ~~and~~directly wereflect ~~have~~the ~~also~~Company’s ~~issued~~core ~~debt in our company~~operating ~~secured by all of our assets~~performance.

~~Based upon our current financial condition, we do not have sufficient cash to operate our business at the current level for the next twelve months.~~ We ~~intend~~believe toAdjusted ~~fund~~EBITDA ~~operations~~offers ~~through~~a ~~increased~~clearer ~~sales and debt and/or equity financing arrangements, which may be insufficient~~view toof ~~fund expenditures or other cash requirements. We have not attained profitable operations and even though~~ the ~~company maintains a~~ cash ~~position very close to one third year's operating expenses, we are dependent upon obtaining financing or~~ -generating ~~revenue~~potential from operations to continue operations for the next twelve months. Our future is dependent upon our ability to obtain financing or upon future profitable operations. We reserve the right to seek additional funds through private placements of our ~~common~~business, ~~stock~~excluding ~~and/or~~non-recurring, ~~through debt financing. Our ability to raise additional financing is unknown. Aside from~~ non-cash ~~exercises as set forth under an outstanding option that expires on July 14~~, ~~2025,~~and wenon-operational ~~do not have any formal commitments or arrangements for the advancement or loan of funds~~impacts. 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.

34According to our adjusted EBITDA analysis, our Telecommunications division continues to be a high-performing segment generating solid operating profits, as adjusted EBITDA for the current period increased by 2.35% compared to the prior period. Meanwhile, the contribution of our Fintech business, which debuted with an EBITDA of $19,983, representing a significant milestone in the diversification of our business lines and supporting the Company's long-term growth strategy.

~~Table~~Consolidated figures show a negative Adjusted EBITDA; while this isn’t ideal, we are in a transitional period, scaling operations and investing heavily in growth initiatives with the execution of ~~Contents~~our M&A plan. Management has also identified areas for cost-cutting and operational improvements and has acted in that direction

~~Inflation~~Goodwill Impairment Analysis

~~Although~~During the year ended December 31, 2025, the Company performed its annual goodwill impairment assessment in accordance with ASC 350, Intangibles—Goodwill and Other. Consistent with our ~~operations~~policy, ~~are~~each ~~influenced~~reporting unit was evaluated by ~~general~~comparing ~~economic~~its ~~conditions,~~estimated wefair dovalue ~~not~~to ~~believe~~its ~~that~~carrying ~~inflation~~amount. ~~had~~Management engaged an independent valuation firm to assist in the determination of fair value using a ~~material~~discounted ~~effect~~cash onflow ~~our~~approach ~~results~~and market participant assumptions. The analysis indicates, “the carrying value of SwissLink Carrier AG, IoT Labs, LLC, Smartbiz Telecom, LLC and Whisl ~~operations~~Telecom ~~during~~are in excess of its fair value indicating impairment in the ~~twelve-month~~amount ~~period~~of ~~ended~~$402,445, ~~December~~$81,782, 31$796,690, ~~2024~~and $887,635, respectively.”

~~Critical~~Based on this analysis, the Company recorded total ~~Accounting~~goodwill ~~Policies~~impairment charges of approximately $2.17 million for the year ended December 31, 2025. These non-cash charges reflect changes in the long-term financial outlook of the affected reporting units, including updated assumptions regarding revenue growth, margin performance, and discount rates. The impairment charges do not impact the Company’s liquidity, cash flows from operations, or compliance with debt covenants. Management will continue to monitor macroeconomic conditions, reporting-unit performance, and other triggering events that may require interim impairment testing.

A “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.36

~~Our accounting~~Table policies are discussed in detail in the footnotes to our financial statements included in this Annual Report on Form 10-K for the year ended December 31, 2024; however, we consider our critical accounting policies to be those related to the allowance for doubtful accounts, valuation of assets, significant estimates in the valuation of financial instruments 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 assumptions or conditions. See the Consolidated Financial Statements in this Annual Report for a complete discussion of our significant accounting policies.Contents

~~Off Balance~~Liquidity ~~Sheet~~and ~~Arrangements~~Capital Resources

As of December 31, ~~2024~~2025 we had total current assets of $36,162,424, ~~there~~compared ~~were~~with nototal ~~off-balance~~current ~~sheet~~liabilities ~~arrangements~~of $34,606,407, resulting in a positive working capital of $ 1,556,017 and a current ratio of approximately 1.04 to 1.

~~Recently~~Following is a table with summary data from the consolidated statements ~~Issued~~of ~~Accounting~~cash ~~Pronouncements~~flows for the years ended December 31, 2025 and 2024, as presented.

In November 2024, the FASB issued ASU 2024-03 final standard on Income Statement: Disaggregation of Income Statement Expenses, which requires disaggregated disclosure of income statement expenses for public business entities. The ASU does not change the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. This guidance will be effective for us on January 1, 2027. The Company is currently evaluating the impact of adopting ASU 2024-03.

	2025			2024
Net cash used in operating activities	$	(3,844,872	)	$	(2,930,306	)
Net cash used in investing activities		(239,651	)		(3,162,971	)
Net cash provided by financing activities		3,729,525			7,240,966
Net change in cash	$	(354,998	)	$	1,147,689

~~The Company~~Our ~~has~~operating ~~reviewed~~activities ~~all~~used ~~other~~$3,844,872 ~~recently~~in ~~issued,~~the ~~but~~year ended ~~not~~December ~~yet~~31, ~~effective~~2025, ~~accounting~~as ~~pronouncements~~compared ~~and~~with ~~does~~$2,930,306 ~~not~~used ~~believe~~in ~~the~~operating ~~future~~activities ~~adoption of~~in ~~any~~the ~~such~~year ~~pronouncements~~ended ~~may~~December be31, ~~expected~~2024. toOur ~~cause~~cash aflow from ~~material~~operations ~~impact~~varies depending on our ~~financial~~operating ~~statements~~results and the timing of operating cash receipts and payments, specifically trade accounts receivable and trade accounts payable.

~~Item~~Investing activities used $239,651 for the year ended 8December 31, 2025, as compared with $3,162,971 used in investing activities for the year ended December 31, 2024. ~~Financial~~The ~~Statements~~cash used in 2024 in investing activities is largely due to the acquisition of QXTEL, where the Company invested $2,955,121, while in 2025 the cash used in investing activities was largely purchases of property and ~~Supplementary~~equipment ~~Data~~totaling $113,020.

~~Index~~Financing activities provided $3,729,525 for the year ended December 31, 2025, as compared to ~~Financial~~$7,240,966 ~~Statements~~provided ~~Required~~for bythe ~~Article~~year 8ended ofDecember ~~Regulation~~31, ~~S-X:~~2024. The cash provided in 2025 was largely from loans. We have financed our operations largely through private placements and secured and unsecured debt.

~~Audited Financial~~Material ~~Statements:~~ Cash Requirements

F-1	Report of Independent Registered Public Accounting Firm (PCAOB ID 1013);
F-3	Consolidated Balance Sheets as of December 31, 2024 and 2023;
F-4	Consolidated Statements of Operations for the years ended December 31, 2024 and 2023;
F-5	Consolidated Statement of Stockholders’ Equity (Deficit) for the years ended December 31, 2024 and 2023;
F-6	Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023; and
F-7	Notes to Consolidated Financial Statements.

The Company’s material cash requirements include:

35Working capital needs associated with high-volume telecom traffic settlement cycles.
~~Table~~Vendor ofand ~~Contents~~carrier payments, including interconnection fees, SMS termination costs, and network capacity charges.
~~Report~~Debt ofservice ~~Independent~~obligations, ~~Registered~~including ~~Public~~interest and ~~Accounting~~scheduled ~~Firm~~principal payments under existing credit facilities.
ToCapital ~~the~~expenditures ~~Stockholders~~related ~~and~~to ~~Board~~network ofinfrastructure, platform ~~Directors iQSTEL~~development, ~~Inc~~and AI-driven software enhancements.
~~Coral~~Regulatory ~~Gables~~and compliance costs, FLincluding licensing, audits, and data protection requirements across multiple jurisdictions.

~~Opinion~~Based onupon our current financial condition, we do not have sufficient cash to operate our business at the ~~Consolidated~~current ~~Financial~~level for the next twelve months. We intend to fund operations through ~~Statements~~increased sales and debt and/or equity financing arrangements, which may be insufficient to fund expenditures or other cash requirements. We have not attained profitable operations and even though the Company maintains a cash position very close to one third year's operating expenses, we are dependent upon obtaining financing or generating revenue from operations to continue operations for the next twelve months. Our future is dependent upon our ability to obtain financing or upon future profitable operations. We reserve the right to seek additional funds through private placements of our common stock and/or through debt financing. Our ability to raise additional financing is unknown. We do not have any formal commitments or arrangements for the advancement or loan of funds. 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.

We have audited the accompanying consolidated balance sheets of iQSTEL, Inc. (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.Inflation

~~Going~~Although ~~Concern~~our ~~Uncertainty~~operations –are influenced by general ~~See~~economic ~~Also~~conditions, ~~Critical~~we ~~Audit~~do ~~Matters~~not ~~Section~~believe ~~Below~~that inflation had a material effect on our results of operations during the twelve-month period ended December 31, 2025.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company has suffered recurring losses from operations, negative working capital, and does not have an established source of revenues sufficient to cover its operating costs, which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.37

~~Basis~~Table ~~for~~of ~~Opinion~~Contents

~~These~~Critical consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.Policies

WeA ~~conducted~~“critical ~~our~~accounting ~~audits~~policy” inis ~~accordance~~one ~~with~~which ~~the~~is ~~standards~~both ofimportant ~~the~~to ~~PCAOB. Those standards require that we plan and perform~~ the ~~audit~~portrayal toof ~~obtain~~a ~~reasonable~~company’s ~~assurance about whether the consolidated~~ financial ~~statements~~condition ~~are~~and ~~free of material misstatement~~results, ~~whether~~and ~~due~~requires tomanagement’s ~~error~~most ~~or fraud. The Company is not required to have~~difficult, subjective ~~nor~~or ~~were~~complex ~~we engaged to perform~~judgments, anoften ~~audit~~as ofa ~~its~~result ~~internal control over financial reporting. As part~~ of ~~our~~the ~~audits~~need ~~we are required~~ to ~~obtain~~make anestimates ~~understanding~~about ~~of internal control over financial reporting but not for~~ the ~~purpose~~effect of ~~expressing~~matters anthat ~~opinion~~are oninherently ~~the effectiveness of the Company’s internal control over financial reporting~~uncertain. ~~Accordingly, we express no such opinion.~~

Our ~~audits~~accounting ~~included~~policies ~~performing~~are ~~procedures~~discussed in detail in the footnotes to ~~assess~~our ~~the~~financial ~~risks~~statements ofincluded ~~material~~in ~~misstatement~~this ofAnnual ~~the~~Report ~~consolidated~~on ~~financial~~Form ~~statements,~~10-K ~~whether~~for ~~due~~the toyear ~~error~~ended orDecember ~~fraud~~31, ~~and~~2025; ~~performing procedures~~however, ~~that~~we ~~respond~~consider our critical accounting policies to be those ~~risks.~~related ~~Such~~to ~~procedures~~the ~~included~~allowance ~~examining,~~for ondoubtful aaccounts, ~~test~~valuation ~~basis~~of assets, ~~evidence~~significant estimates ~~regarding~~in the ~~amounts~~valuation ~~and~~of ~~disclosures~~financial ininstruments ~~the consolidated~~and ~~financial~~income ~~statements~~taxes. ~~Our~~Management ~~audits~~bases ~~also~~its ~~included~~estimates ~~evaluating~~and ~~the~~judgments ~~accounting~~on ~~principles~~historical ~~used~~ experience and ~~significant~~other ~~estimates~~factors ~~made~~that ~~by management,~~are asbelieved ~~well~~to asbe ~~evaluating~~reasonable under the ~~overall~~circumstances. ~~presentation~~Actual ofresults ~~the~~may ~~consolidated~~differ ~~financial~~from ~~statements~~these estimates under different assumptions or conditions. WeSee ~~believe~~the ~~that~~Consolidated ~~our~~Financial ~~audits~~Statements ~~provide a~~in ~~reasonable~~this ~~basis~~Annual Report for a complete discussion of our ~~opinion~~significant accounting policies.

~~Critical~~Accounts ~~Audit~~Receivable ~~Matters~~and Allowance for Uncollectible Accounts

~~The~~Substantially ~~critical~~all ~~audit~~of ~~matters~~the ~~communicated~~Company’s accounts ~~below~~receivable ~~are~~balance ~~matters~~is ~~arising~~related ~~from~~to ~~the~~trade ~~current~~receivables. ~~period~~Trade ~~audit~~accounts ofreceivable ~~the~~are ~~consolidated~~recorded ~~financial~~at ~~statements~~the ~~that~~invoiced ~~were~~amount ~~communicated~~and ordo ~~required~~not tobear interest. beThe ~~communicated~~allowance tofor ~~the~~doubtful ~~audit~~accounts ~~committee~~is ~~and~~the ~~that:~~Company’s ~~(1)~~best ~~relate~~estimate toof ~~accounts~~the oramount ~~disclosures~~of ~~that~~probable ~~are~~credit ~~material~~losses toin ~~the~~its ~~consolidated~~existing ~~financial~~accounts ~~statements~~receivable. ~~and~~The ~~(2)~~Company ~~involved~~estimates ~~our~~expected ~~especially~~credit ~~challenging,~~losses ~~subjective,~~related orto ~~complex~~accounts ~~judgments.~~receivable ~~The~~balances ~~communication~~based ofon ~~the~~a ~~critical~~review ~~audit~~of ~~matters~~available and relevant ~~does~~information ~~not~~including ~~alter~~current ineconomic ~~any~~conditions, ~~way~~projected ~~our~~economic ~~opinion~~conditions, onhistorical ~~the~~loss ~~consolidated~~experience, ~~financial~~account ~~statements~~aging, ~~taken~~and asother factors athat ~~whole,~~could ~~and~~affect wecollectability. ~~are~~No ~~not,~~allowance byfor ~~communicating~~doubtful ~~the critical~~accounts ~~audit~~was ~~matters~~recorded ~~below~~as of December 31, ~~providing~~2025 ~~separate~~or ~~opinions~~2024. onDuring the years ~~critical~~ended ~~audit~~December ~~matters~~31, or2025 onand 2024, the ~~accounts~~Company orrecorded ~~disclosures~~bad todebt ~~which~~expense ~~they relate~~of $6,397 and $1,991, respectively.

~~Revenue~~Long-Lived ~~Recognition~~Assets

~~Critical~~Long-lived ~~Audit~~assets ~~Matter~~are ~~Description~~evaluated for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on a comparison of the undiscounted future cash flows to the recorded value of the asset. If impairment is indicated, the asset is written down to its estimated fair value.

~~The~~Intangible ~~Company recognizes revenue upon transfer of control of promised services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those services.~~Assets

~~Significant~~Intangible ~~judgment~~assets isrepresent ~~exercised~~mainly the interconnection byagreements acquired from the ~~Company~~acquisition inof ~~determining~~QXTEL. ~~revenue~~The ~~recognition~~acquired ~~for~~intangible ~~customer~~asset ~~agreements,~~was recognized and ~~include~~measured ~~the~~at ~~pattern~~fair value at the time of ~~delivery~~acquisition ~~(i.e.,~~and ~~timing~~is amortized on a straight-line basis over the estimated economic useful life of ~~when~~the ~~revenue~~respective asset. The estimated isuseful ~~recognized)~~life ~~for~~of ~~each~~the ~~distinct~~acquired ~~performance~~interconnection ~~obligation~~agreements is 16 years.

~~The~~Impairment ~~related~~of ~~audit~~tangible ~~effort~~and ~~in evaluating~~intangible ~~management’s judgments in determining revenue~~assets

~~recognition~~Tangible and intangible assets (excluding goodwill) are assessed at each reporting date for ~~customer~~indications ~~agreements~~that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Company makes an estimate of the asset's recoverable amount. The asset's recoverable amount is the higher of an asset's or cash-generating unit's fair value less costs of disposal and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset or a ~~high~~group ~~degree~~of assets exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of ~~auditor~~the ~~judgment~~time value of money and the risks specific to the asset or the group of assets.

~~How the Critical Audit Matter was Addressed in the Audit~~38

~~Our~~Table ~~principal~~of ~~audit procedures related to the Company’s revenue recognition for customer~~Contents

~~agreements~~Goodwill ~~included the following:~~Impairment

•Goodwill represents the excess purchase consideration over the fair value of identifiable net assets acquired in business combinations. We ~~gained~~test angoodwill ~~understanding~~for impairment at least annually, or more frequently if events or changes in circumstances indicate that the carrying value of ~~internal~~a ~~controls~~reporting ~~related~~unit tomay ~~revenue~~not ~~recognition~~be recoverable. The impairment test requires significant judgment and the use of estimates, including projected future cash flows, long-term growth rates, discount rates, and market participant assumptions.

•For Wethe ~~evaluated~~annual ~~management’s~~impairment ~~significant~~test ~~accounting~~performed ~~policies~~as ~~for~~of ~~reasonableness~~December 31, 2025, the Company engaged an independent valuation specialist to assist in determining the fair value of each reporting unit. The valuation was performed under ASC 350 using a discounted cash flow methodology and fair value measurement concepts under ASC 820. As described in the analysis, fair value is defined as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.”

•The Weanalysis ~~selected~~concluded athat ~~sample~~four reporting units—SwissLink Carrier AG, IoT Labs, LLC, Smartbiz Telecom, LLC, and Whisl Telecom—had carrying values that exceeded their estimated fair values, resulting in goodwill impairments of ~~revenues~~$402,445, ~~recognized~~$81,782, $796,690, and ~~performed~~$887,635, respectively. The determination of fair value is highly sensitive to changes in key assumptions. For example, variations in discount rates, long-term growth rates, or projected cash flows could materially affect the ~~following~~estimated ~~procedures:~~fair value of a reporting unit and potentially result in additional impairment charges in future periods.

oManagement ~~Obtained~~believes ~~and~~the ~~read~~assumptions ~~contract~~used ~~source~~in ~~documents~~the ~~for~~impairment analysis ~~each~~are ~~selection~~reasonable and ~~other~~consistent ~~documents~~with ~~that~~those ~~were~~a ~~part~~market ofparticipant ~~the~~would ~~agreement~~apply. However, because these estimates involve inherent uncertainty, actual results may differ, and future impairment charges may be required if ~~applicable~~reporting-unit performance falls short of expectations or if macroeconomic conditions deteriorate.

oFinancial Assessed the terms in the customer agreement and evaluated the appropriateness of management’s application of their accounting policies, along with their use of estimates, in the determination of revenue recognition conclusions.Instruments

oThe WeCompany ~~tested~~follows ASC 820, “Fair Value Measurements and Disclosures,” which defines fair value as the ~~mathematical~~exchange ~~accuracy~~price ofthat ~~management~~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 ~~calculations~~own ofassumptions ~~revenue~~about market ~~and~~participant assumptions developed based on the ~~associated~~best ~~timing~~information available in the circumstances (unobservable inputs). The fair value hierarchy consists of ~~revenue~~three ~~recognized~~broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the ~~financial~~lowest ~~statements~~priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

oLevel ~~We confirmed significant customer balances.~~1

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

~~Critical~~Level ~~Audit Matter Description~~2

AsLevel ~~described~~2 ~~further~~applies ~~in Note 3~~ to ~~the~~ ~~consolidated~~assets ~~financial~~or ~~statements,~~liabilities ~~the~~for ~~Company has suffered recurring losses from operations, negative working capital, and does not~~which ~~have~~there anare ~~established~~inputs ~~source~~other ofthan ~~revenues~~quoted ~~sufficient~~prices to cover its operating costs. The 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. Accordingly, the Company has determined that ~~these~~are ~~factors~~observable ~~raise~~for ~~substantial doubt as to~~ the ~~Company’s~~asset ~~ability~~or toliability ~~continue~~such as aquoted ~~going~~prices ~~concern~~ for a ~~period~~similar ofassets ~~one~~or liabilities ~~year~~in ~~from~~active ~~the~~markets; ~~issuance~~quoted ofprices ~~these~~for ~~financial~~identical ~~statements.~~assets ~~Management~~or ~~intends~~liabilities toin ~~continue~~markets towith ~~fund~~insufficient ~~its~~volume ~~business~~or byinfrequent ~~way of public~~transactions or(less ~~private~~active ~~offerings~~markets); ~~of the Company’s stock~~ or ~~through~~model-derived ~~loans~~valuations ~~from private investors,~~ in ~~order~~which ~~satisfy~~significant ~~the~~inputs ~~Company’s~~are ~~obligations as~~observable ~~they~~or ~~come~~can ~~due~~be ~~for~~derived atprincipally ~~least one year~~ from ~~the financial statement issuance date. However~~, ~~the Company has not concluded that these plans~~or ~~alleviate~~corroborated ~~the~~by, ~~substantial~~observable ~~doubt~~market ~~related to its ability to continue as a going concern~~data.

~~How~~Level ~~the Critical Audit Matter was Addressed in the Audit~~3

WeLevel ~~determined~~3 ~~the~~applies ~~Company’s ability~~ to ~~continue~~assets asor aliabilities ~~going~~for ~~concern~~which there isare aunobservable ~~critical~~inputs ~~audit matter due~~ to the ~~estimation~~valuation ~~and~~methodology ~~uncertainty~~that ~~regarding~~are ~~the~~significant ~~Company’s available~~to ~~capital and~~ the ~~risk~~measurement of ~~bias in management’s judgments and assumptions in their determination. Our audit procedures related to~~ the ~~Company’s~~fair ~~assertion~~value onof ~~its ability to continue as a going concern included~~ the ~~following,~~assets ~~among others:~~or liabilities.

~~• We~~The ~~performed~~carrying ~~testing~~values ~~procedures~~of ~~such~~our asfinancial ~~analytical~~instruments, including, ~~procedures~~cash; toaccounts ~~identify~~receivable; ~~conditions~~prepaid and ~~events that~~other ~~indicate~~current ~~that~~assets; ~~there~~goodwill; ~~could~~accounts bepayable; ~~substantial~~accrued ~~doubt~~liabilities ~~about~~and ~~the~~other ~~Company’s~~current liabilities; ~~ability~~and due from/to ~~continue~~related asparties aapproximate ~~going~~their ~~concern~~fair ~~for~~values adue ~~reasonable period~~to the short-term maturities of ~~time~~these financial instruments.

~~• We reviewed and evaluated management's plans for dealing with adverse effects of these conditions and events.~~39

~~• We~~Table ~~inquired~~ of ~~Company management and reviewed company records to assess whether there are additional factors that contribute to the uncertainties disclosed.~~Contents

•Transactions Weinvolving ~~assessed~~related ~~whether~~parties ~~the~~cannot ~~Company~~be presumed to be carried out on an arm’s-length ~~determination~~basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that ~~there~~the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated. It is not, ~~substantial~~however, ~~doubt~~practical to determine the fair value of amounts due to related parties due to their related party nature.

~~about~~Income ~~its ability to continue as a going concern was adequately disclosed.~~Taxes

~~/s/~~The ~~Urish~~Company ~~Popeck~~uses &the Coliability method of accounting for income taxes. Under the liability method, ~~LLC~~deferred tax assets and liabilities are determined based on differences between financial reporting and the tax basis of assets, liabilities, the carry forward of operating losses and tax credits, and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. An allowance against deferred tax assets is recorded when it is more likely than not that such tax benefits will not be realized.

We Off ~~have~~Balance ~~served~~Sheet asArrangements ~~the Company's auditor since 2020.~~

~~Pittsburgh~~As of December 31, ~~Pennsylvania~~2025, there were no off-balance sheet arrangements.

~~March~~Recently ~~31,~~Issued ~~2025~~Accounting Pronouncements

FIn November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires public business entities to provide disaggregated disclosures of certain income statement expense captions in the notes to the financial statements. The ASU does not change the presentation of expense captions on the face of the income statement. This guidance will be effective for the Company on January 1, 2027, and the Company is currently evaluating the impact of adoption.

~~Table~~In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances the transparency and decision-usefulness of ~~Contents~~income tax disclosures, including expanded rate reconciliation categories and disaggregation of income taxes paid. This guidance is effective for annual periods beginning after December 15, 2024. The adoption of the ASU had an impact on our annual income tax disclosures in our consolidated financial statements. We added disclosures for income/(loss) before tax by jurisdiction. We expanded our rate reconciliation disclosures to include disaggregated reconciling items by nature utilizing the 5% threshold and added applicable percentages for each item disclosed. Additionally, we added expanded disclosures for income taxes paid, by jurisdiction utilizing a quantitative threshold of 5% of total income taxes paid. The new standard allows for prospective or retrospective adoption of these disclosure items, and management adopted the ASU on a prospective basis.

~~iQSTEL~~In December 2025, the FASB issued ASU 2025-11, Interim ~~INC~~Reporting (Topic 270): Narrow-Scope Improvements, which clarifies the guidance in Topic 270 to improve the consistency of interim financial reporting. The ASU provides a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2025-11.

~~Consolidated~~In December 2025, the FASB issued ASU No. 2025-12, ~~Balance~~Codification ~~Sheets~~Improvements. The ASU addresses thirty-three items, representing the changes to the Codification that (1) clarify, (2) correct errors, or (3) make minor improvements. Generally, the amendments in this Update are not intended to result in significant changes for most entities. The ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2026. The adoption method of this ASU may vary, on an issue-by-issue basis. Early adoption is permitted. We are currently evaluating the provisions of this ASU and do not expect this ASU to have a material impact on our consolidated financial statements.

	December 31,			December 31,
	2024			2023
ASSETS
Current Assets
Cash	$	2,510,357		$	1,362,668
Accounts receivable, net		57,158,967			12,539,774
Inventory		30,658			27,121
Due from related parties		630,715			340,515
Prepaid and other current assets		2,684,349			1,449,094
Total Current Assets		63,015,046			15,719,172
Property and equipment, net		561,802			522,997
Intangible assets		7,438,654			99,592
Goodwill		6,750,045			5,172,146
Deferred tax assets		243,108			426,755
Other assets		999,083			214,991
TOTAL ASSETS	$	79,007,738		$	22,155,653
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable	$	2,129,241		$	2,966,279
Accrued and other current liabilities		55,624,784			9,993,585
Due to related parties		26,613			26,613
Loans payable - net of discount of $62,898 and $3,750, respectively		2,455,641			264,988
Loans payable - related parties		720,485			259,447
Convertible notes - net of discount of $138,654 and $39,012, respectively		1,864,432			330,032
Contingent liability for acquisition of subsidiary		1,000,000			—
Total Current Liabilities		63,821,196			13,840,944
Convertible notes - net of discount of $210,296 and $0, respectively		3,011,926			—
Loans payable, non-current		—			99,099
Employee benefits, non-current		274,353			169,738
TOTAL LIABILITIES		67,107,475			14,109,781
Stockholders' Equity
Preferred stock: 1,200,000 authorized; $0.001 par value
Series A Preferred stock: 10,000 designated; $0.001 par value, 10,000 shares issued and outstanding		10			10
Series B Preferred stock: 200,000 designated; $0.001 par value, 35,537 and 31,080 shares issued and outstanding, respectively		36			31
Series C Preferred stock: 200,000 designated; $0.001 par value, No shares issued and outstanding		—			—
Series D Preferred stock: 75,000 designated; $0.001 par value, No shares issued and outstanding		—			—
Common stock: 300,000,000 authorized; $0.001 par value 202,976,685 and 172,129,630 shares issued and outstanding, respectively		202,976			172,130
Additional paid in capital		39,743,485			34,360,884
Accumulated deficit		(32,703,410	)		(26,084,133	)
Accumulated other comprehensive loss		(25,340	)		(25,340	)
Equity attributed to stockholders of iQSTEL Inc.		7,217,757			8,423,582
Equity (Deficit) attributable to noncontrolling interests		4,682,506			(377,710	)
TOTAL STOCKHOLDERS' EQUITY		11,900,263			8,045,872
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	79,007,738		$	22,155,653

The Company has reviewed all other recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on our financial statements.

~~The accompanying notes are an integral part of these consolidated financial statements.~~40

~~F-2~~Table of Contents

~~Table~~Item of8. ~~Contents~~Financial Statements and Supplementary Data

~~iQSTEL~~Index to Financial Statements Required by Article ~~INC~~8 of Regulation S-X:

~~Consolidated Statements~~Audited ofFinancial ~~Operations~~Statements:

		Years Ended
F-1	Report of Independent Registered Public Accounting Firm (PCAOB ID 1013);
		December 31,
F-3	Consolidated Balance Sheets as of December 31, 2025 and 2024;
		2024			2023
F-4	Consolidated Statements of Operations for the years ended December 31, 2025 and 2024;
Revenues		$	283,220,442		$	144,502,351
F-5	Consolidated Statement of Stockholders’ Equity (Deficit) for the years ended December 31, 2025 and 2024;
Cost of revenue			274,948,693			139,830,338
F-6	Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024; and
Gross profit			8,271,749			4,672,013
F-7	Notes to Consolidated Financial Statements.
Operating expenses
General and administration			9,105,813			4,987,516
Total operating expenses			9,105,813			4,987,516
Operating loss			(834,064	)		(315,503	)
Other income (expense)
Other income			94,974			8,403
Other expenses			(12,360	)		(199,276	)
Interest expense			(2,159,425	)		(94,908	)
Change in fair value of derivative liabilities			(1,393,046	)		381,848
Loss on settlement of debt			(482,085	)		—
Total other (expense) income			(3,951,942	)		96,067
Net loss before provision for income taxes			(4,786,006	)		(219,436	)
Income taxes			(394,030	)		—
Net loss			(5,180,036	)		(219,436	)
Less: Net income attributable to noncontrolling interests			811,531			543,822
Net loss attributed to iQSTEL Inc.		$	(5,991,567	)	$	(763,258	)
Dividend on Series B Preferred Stock			(627,710	)		(816,480	)
Net loss attributed to stockholders of iQSTEL Inc.		$	(6,619,277	)	$	(1,579,738	)
Comprehensive loss
Net loss		$	(5,180,036	)	$	(219,436	)
Foreign currency adjustment			—			16,112
Total loss		$	(5,180,036	)	$	(203,324	)
Less: Comprehensive income attributable to noncontrolling interests			811,531			551,717
Net comprehensive loss attributed to iQSTEL Inc.		$	(5,991,567	)	$	(755,041	)
Basic and diluted loss per common share		$	(0.04	)	$	(0.01	)
Weighted average number of common shares outstanding - Basic and diluted			182,211,063			167,281,028

~~The accompanying notes are an integral part of these consolidated financial statements.~~41

~~F-3~~Table of Contents

~~Table~~Report of ~~Contents~~Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors iQSTEL, ~~INC~~Inc.

~~Consolidated~~Coral ~~Statements~~Gables, ~~of Changes in Stockholders’ Equity (Deficit)~~FL

~~For~~Opinion on the ~~years~~Consolidated ~~ended December 31, 2024 and 2023~~ Financial Statements

	Series A Preferred Stock				Series B Preferred Stock						Common Stock
	Shares		Amount		Shares			Amount			Shares		Amount		Additional Paid in Capital			Accumulated Deficit			Accumulated Other Comprehensive Loss			Total			Non Controlling Interest			Total Stockholders' Equity
Balance - December 31, 2022		10,000	$	10		21,000		$	21			161,595,511	$	161,595	$	31,136,120		$	(24,504,395	)	$	(33,557	)	$	6,759,794		$	(924,377	)	$	5,835,417
Series B Preferred stock issued as dividend		—		—		10,080			10			—		—		816,470			(816,480	)		—			—			—			—
Common stock issued for compensation		—		—		—			—			240,000		240		42,650			—			—			42,890			—			42,890
Common stock issued for warrant exercises		—		—		—			—			10,294,119		10,295		1,389,705			—			—			1,400,000			—			1,400,000
Resolution of derivative liabilities upon exercise of warrant		—		—		—			—			—		—		975,939			—			—			975,939			—			975,939
Dividend to non-controlling interest		—		—		—			—			—		—		—			—			—			—			(5,050	)		(5,050
Foreign currency translation adjustments		—		—		—			—			—		—		—			—			8,217			8,217			7,895			16,112
Net income (loss)		—		—		—			—			—		—		—			(763,258	)		—			(763,258	)		543,822			(219,436)
Balance - December 31, 2023		10,000	$	10		31,080		$	31			172,129,630	$	172,130	$	34,360,884		$	(26,084,133	)	$	(25,340	)	$	8,423,582		$	(377,710	)	$	8,045,872
Series B Preferred stock issued as dividend		—		—		8,959			10			—		—		627,700			(627,710	)		—			—			—			—
Common stock issued for compensation		—		—		—			—			600,000		600		140,425			—			—			141,025			—			141,025
Common stock issued for settlement of debt		—		—		—			—			3,007,173		3,007		480,663			—			—			483,670			—			483,670
Common stock issued for conversion of debt		—		—		—			—			6,106,061		6,106		665,560			—			—			671,666			—			671,666
Common stock issued in conjunction with convertible notes		—		—		—			—			3,535,354		3,535		594,242			—			—			597,777			—			597,777
Common stock issued for the extension of debt		—		—		—			—			646,467		646		115,718			—			—			116,364			—			116,364
Common stock issued for warrant exercises		—		—		—			—			10,000,000		10,000		1,090,000			—			—			1,100,000			—			1,100,000
Common stock issued for conversion of series B preferred stock		—		—		(4,502	)		(5	)		4,502,000		4,502		(4,497	)		—			—			—			—			—
Common stock issued for cash		—		—		—			—			2,450,000		2,450		97,550			—			—			100,000			—			100,000
Resolution of derivative liabilities upon exercise of warrant		—		—		—			—			—		—		1,493,046			—			—			1,493,046			—			1,493,046
Common stock payable		—		—		—			—			—		—		82,194			—			—			82,194			—			82,194
Acquisition of subsidiary		—		—		—			—			—		—		—			—			—			—			4,248,685			4,248,685
Net income (loss)		—		—		—			—			—		—		—			(5,991,567	)		—			(5,991,567	)		811,531			(5,180,036)
Balance - December 31, 2024		10,000	$	10		35,537		$	36			202,976,685	$	202,976	$	39,743,485		$	(32,703,410	)	$	(25,340	)	$	7,217,757		$	4,682,506		$	11,900,263

We have audited the accompanying consolidated balance sheets of iQSTEL, Inc. (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.

~~The accompanying~~Going ~~notes~~Concern ~~are~~Uncertainty an– See ~~integral~~Also ~~part~~Critical ofAudit ~~these~~Matters ~~consolidated~~Section ~~financial statements.~~Below

~~F-4~~The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company has suffered recurring losses from operations, negative working capital, and does not have established sources of revenue sufficient to cover its operating costs, which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Table~~Basis offor ~~Contents~~Opinion

~~iQSTEL~~These consolidated financial ~~INC~~statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

~~Consolidated~~We conducted our audits in accordance ~~Statements~~with the standards of ~~Cash~~the ~~Flows~~ PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

	Years Ended
	December 31,
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(5,180,036	)	$	(219,436	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation		223,219			42,890
Bad debt expense		1,991			8,815
Loss on disposal of asset		—			7,200
Depreciation and amortization		499,535			128,737
Amortization of debt discount		1,096,725			38,758
Change in fair value of derivative liabilities		1,393,046			(381,848	)
Loss on settlement of debt		482,085			—
Deferred tax assets		183,647			53,568
Changes in operating assets and liabilities:
Accounts receivable		(56,091,437	)		(8,010,726	)
Inventory		(3,537	)		(997	)
Prepaid and other assets		(1,235,127	)		(1,085,279	)
Due from related parties		(20,000	)		93,264
Accounts payable		4,448,542			1,217,926
Accrued and other current liabilities		51,271,041			6,623,327
Net cash used in operating activities		(2,930,306	)		(1,483,801	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions of subsidiary, net of cash acquired		(2,955,121	)		—
Purchase of property and equipment		(151,620	)		(220,045	)
Advance of loan receivable - related party		(89,832	)		(192,154	)
Collection of amounts due from related parties		33,602			79,649
Net cash used in investing activities		(3,162,971	)		(332,550	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from loans payable		2,494,852			375,000
Repayments of loans payable		(1,846,139	)		(18,559	)
Proceeds from loans payable - related parties		1,000,000			—
Repayment of loans payable - related parties		(538,961	)		—
Proceeds from common stock issued		100,000			—
Proceeds from exercise of warrants		1,100,000			1,400,000
Proceeds from convertible notes		5,612,499			250,000
Proceeds from common stock payable		100,000			—
Repayment of convertible notes		(781,285	)		(172,476	)
Net cash provided by financing activities		7,240,966			1,833,965
Effect of exchange rate changes on cash		—			15,665
Net change in cash		1,147,689			33,279
Cash, beginning of period		1,362,668			1,329,389
Cash, end of period	$	2,510,357		$	1,362,668
Supplemental cash flow information
Cash paid for interest	$	879,783		$	45,282
Cash paid for taxes	$	—		$	—
Non-cash transactions:
Series B Preferred stock issued as dividend	$	627,710		$	816,480
Common stock issued in connection with convertible notes	$	597,777		$	—
Common stock issued for conversion of debt	$	671,666		$	—
Common stock issued for modification of debts	$	600,034		$	—
Common stock issued for conversion of preferred stock	$	4,502		$	—
Cashless warrant exercised	$	1,814		$	—
Non-cash dividend for collection of loan receivable - related parties	$	—		$	5,050
Resolution of derivative liabilities upon exercise of warrant	$	1,493,046		$	975,939
Note payable issued for acquisition of subsidiary	$	2,000,000		$	—
Contingent liability for acquisition of subsidiary	$	1,000,000		$	—

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

~~The accompanying~~Critical ~~notes~~Audit ~~are an integral part of these consolidated financial statements.~~Matters

~~F-5~~The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

~~Table~~Revenue ~~of Contents~~Recognition

~~iQSTEL~~Critical ~~INC~~Audit Matter Description

~~Notes~~The Company recognizes revenue upon transfer of control of promised services to customers in an amount that reflects the ~~Consolidated~~consideration ~~Financial~~the ~~Statements~~Company expects to receive in exchange for those services.

~~December 31, 2024~~F-1

~~NOTE~~Table 1of ~~-ORGANIZATION AND DESCRIPTION OF BUSINESS~~Contents

~~Organization~~Significant judgment is exercised by the Company in determining revenue recognition for customer agreements, and ~~Operations~~includes the pattern of delivery (i.e., timing of when revenue is recognized) for each distinct performance obligation.

~~iQSTEL 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~~related ~~changed~~audit ~~its~~effort ~~name~~in ~~to PureSnax International,~~evaluating ~~Inc.~~management’s onjudgments ~~September~~in ~~18,~~determining ~~2015; and more recently it changed its name to iQSTEL Inc. on August 7, 2018.~~revenue

~~The Company~~recognition ~~has~~for ~~been~~customer ~~engaged~~agreements required ~~in the business of telecommunication services as~~ a ~~wholesale~~high ~~carrier~~degree of ~~voice,~~auditor ~~SMS and data for other telecom companies around the World with over 603 active interconnection agreements with mobile companies, fixed line companies and other wholesale carriers~~judgment.

~~The Company~~How isthe aCritical ~~technology~~Audit ~~company~~Matter ~~with~~was ~~presence~~ Addressed in 20the ~~countries and approximately 100 employees that is offering leading-edge services through its four business divisions.~~Audit

~~The Telecom~~Our ~~Division,~~principal ~~which~~audit ~~represents~~procedures ~~the~~related to ~~majority of current operations and which also represents~~ the ~~source for all of the~~ Company’s ~~revenues,~~ ~~offers~~revenue ~~VoIP,~~recognition ~~SMS,~~for proprietary Internet of Things (IoT) solutions (www.iotsmartgas.com and www.iotsmarttank.com), and international fiber-optic connectivity through its subsidiaries: Etelix.com USA, LLC, SwissLink Carrier AG, Smartbiz Telecom LLC, Whisl Telecom LLC, IoT Labs, LLC, QGlobal SMS, LLC, and QXTEL LIMITED.customer

~~Also under~~agreements ~~the~~included ~~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.following:

~~The~~• ~~Company’s~~We ~~developing~~gained ~~Fintech~~an ~~Business~~understanding ~~Line~~of ~~offers~~internal acontrols ~~complete~~related ~~Fintech ecosystem MasterCard Debit Card, US Bank Account (No SSN Needed), Mobile App/Wallet (Remittances, Mobile Top Up). The Company’s Fintech subsidiary, Global Money One Inc., is~~ to ~~provide~~revenue ~~immigrants access to reliable financial services that makes it easier to manage their money and stay connected with their families back home~~recognition.

~~The~~• ~~Company~~We evaluated management’s ~~developing~~significant ~~Electric~~accounting ~~Vehicle~~policies ~~(EV) Business Line offers electric motorcycles~~ for ~~work~~compliance ~~and~~with ~~recreational use in the USA,~~accounting ~~Spain,~~principles ~~Portugal,~~generally ~~Panama,~~accepted ~~Colombia,~~in ~~and Venezuela. EVOSS is also working on~~ the ~~development~~United ofStates ~~an EV Mid Speed Car to serve the niche~~ of ~~the 2nd car in the family~~America.

~~The~~• ~~Company’s~~We ~~developing Artificial~~selected ~~Intelligence (AI)-Enhanced Metaverse Division offers~~ a ~~white-label~~sample ~~solution~~of ~~designed~~revenues ~~specifically for~~recognized ~~corporations, businesses,~~ and ~~the~~performed ~~telecommunications industry. Delivering a full suite of immersive content services, creating a comprehensive virtual experience that can be accessed through~~ the ~~Web~~following ~~or our proprietary mobile apps.~~procedures:

~~NOTE~~o Obtained 2and read contract source documents for each selection and other documents that were part ~~-SUMMARY~~of OFthe ~~SIGNIFICANT~~agreement, ~~ACCOUNTING~~if ~~POLICIES~~applicable.

~~Basis~~o Assessed the terms in the customer agreement and evaluated the appropriateness of ~~Presentation~~management’s application of their accounting policies, along with their use of estimates, in the determination of revenue recognition conclusions.

~~The~~o ~~consolidated~~We ~~financial~~tested ~~statements and related disclosures have been prepared pursuant to~~ the ~~rules~~mathematical ~~and~~accuracy ~~regulations~~ of the Securities and Exchange Commission (“SEC”). The financial statements have been prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States of America. The Companymanagement’s ~~fiscal~~calculations ~~year~~of ~~end is December 31.~~revenue

~~Reclassification~~and the associated timing of revenue recognized in the financial statements.

~~Certain~~o ~~amounts~~We ~~have~~confirmed ~~been~~significant ~~reclassified~~customer ~~to improve the clarity and comparability of the financial statements~~balances. ~~These reclassifications had no effect on the reported results of operations.~~

~~F-6~~Going Concern

~~Table~~Critical ofAudit ~~Contents~~Matter Description

~~Consolidation~~As described further in Note ~~Policy~~3 to the consolidated financial statements, the Company has suffered recurring losses from operations, negative working capital, and does not have an established source of revenues sufficient to cover its operating costs. The 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. Accordingly, the Company has determined that these factors raise substantial doubt as to the Company’s ability to continue as a going concern for a period of one year from the issuance of these financial statements. Management intends to continue to fund its business by way of public or private offerings of the Company’s stock or through loans from private investors, in order satisfy the Company’s obligations as they come due for at least one year from the financial statement issuance date. However, the Company has not concluded that these plans alleviate the substantial doubt related to its ability to continue as a going concern.

~~The consolidated~~How ~~financial statements of~~ the ~~Company~~Critical ~~include~~Audit ~~the~~Matter ~~accounts~~was ~~of the Company and its owned subsidiaries, Etelix.com USA, LLC~~Addressed (“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.~~the Audit

~~Use~~We determined the Company’s ability to continue as a going concern is a critical audit matter due to the estimation and uncertainty regarding the Company’s available capital and the risk of ~~Estimates~~bias in management’s judgments and assumptions in their determination. Our audit procedures related to the Company’s assertion on its ability to continue as a going concern included the following, among others:

~~The~~• ~~preparation~~We ofperformed ~~the~~testing ~~consolidated~~procedures ~~financial~~such ~~statements~~as inanalytical ~~conformity~~procedures ~~with~~to ~~GAAP~~identify inconditions ~~the~~and ~~United States of America requires management to make~~events ~~estimates~~that ~~and~~indicate ~~assumptions~~ that ~~affect~~there ~~the~~could ~~reported~~be ~~amounts~~substantial ofdoubt ~~assets~~about ~~and liabilities and disclosure of contingent assets and liabilities at~~ the ~~date~~Company’s ofability ~~the~~to ~~financial~~continue ~~statements.~~as ~~The~~a ~~estimates~~going ~~and~~concern ~~judgments will also affect the reported amounts~~ for ~~certain~~a ~~revenues and expenses~~reasonable ~~during the reporting~~ period. ~~Actual~~of ~~results could differ from these good faith estimates and judgments~~time.

~~Business~~• ~~Combinations~~We reviewed and evaluated management's plans for dealing with adverse effects of these conditions and events.

In• ~~accordance~~We ~~with~~inquired ~~ASC~~of ~~805-10, “Business Combinations”, the~~ Company ~~accounts~~management ~~for all business combinations using the acquisition method of accounting. Under this method, assets~~ and ~~liabilities,~~reviewed ~~including~~company ~~any~~records 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~~assess ~~assessed~~whether ~~fair~~there ~~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~~additional ~~method~~factors ~~interest~~ that ~~the~~contribute ~~Company holds in the acquired company prior~~ to the ~~acquisition~~uncertainties ~~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~~disclosed. 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.

~~Foreign~~• ~~Currency~~We ~~Translation~~assessed ~~and~~whether ~~Re-measurement~~the Company’s determination that there is substantial doubt

~~The Company~~about ~~translates~~ its ~~foreign~~ability ~~operations~~ to ~~U.S.~~continue ~~dollars~~as ina going ~~accordance~~concern ~~with~~was ~~ASC~~adequately ~~830, “Foreign Currency Matters”~~disclosed.

~~The~~Goodwill functional currency and reporting currency of Etelix, QGlobal, ItsBchain, IoT Labs, Whisl, Smartbiz, Global Money One and QXTEL 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. The effects of the change in functional currency were not significant to our consolidated financial statements.Impairment

~~Cash and~~Critical ~~Cash~~Audit ~~Equivalents~~Matter Description

~~Cash and~~As ~~cash~~described ~~equivalents include cash~~ in ~~banks,~~Note ~~money~~2 ~~market~~to ~~funds,~~the ~~and certificates of term deposits with maturities of less than three~~consolidated ~~months~~financial ~~from inception~~statements, ~~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 December 31, 2024 and 2023.~~recorded

~~Accounts~~$2,168,552 of goodwill impairment ~~Receivable~~during the year ended December 31, 2025. The Company evaluates its goodwill and ~~Allowance~~intangible ~~for~~assets ~~Uncollectible~~annually ~~Accounts~~or when events or circumstances, such as declines in operating results or sustained market capitalization below the Company’s carrying value, require.

~~Substantially all~~How of the ~~Company’s~~Critical ~~accounts~~Audit ~~receivable~~Matter ~~balance~~was ~~is related to trade receivables. Trade accounts receivable are recorded at the~~Addressed ~~invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable 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. During the ~~years ended December 31, 2024 and 2023, the Company recorded bad debt expense of $1,991 and $8,815, respectively.~~Audit

~~F-7~~Our principal audit procedures related to the Company’s goodwill impairment analysis included the following:

~~Table~~• We evaluated the design of ~~Contents~~certain internal controls over the Company’s goodwill

~~Inventory~~impairment process

~~Inventories,~~• ~~consisting~~We ofevaluated ~~smart gas parts, are primarily accounted for using~~ the ~~first-in-first-out~~Company’s ~~(“FIFO”)~~assessment ~~method~~ of ~~accounting. Inventories are measured at~~ the ~~lower~~value of ~~cost~~reporting ~~and~~units ~~net~~under ~~realizable value. The Company estimates~~ the ~~net realizable value of inventories based on an~~discounted ~~assessment~~cash offlow ~~expected sales prices~~method.

~~Long-Lived~~• We involved ~~Assets~~valuation professionals with specialized skills and knowledge who assisted in evaluating the reasonableness of the valuation methodologies and significant assumptions selected by management.

~~Long-lived assets~~/s/ ~~are~~Urish ~~evaluated~~Popeck ~~for~~& impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriateCo. ~~Each impairment test is based on a comparison of the undiscounted future cash flows to the recorded value of the asset. If impairment is indicated~~, ~~the asset is written down to its estimated fair value.~~LLC

~~Fixed~~We have served as the Company's ~~Assets~~auditor since 2020. Pittsburgh, Pittsburgh, Pennsylvania

~~Fixed assets,~~April ~~consisting of telecommunications equipment and software~~6, ~~are recorded at cost reduced by accumulated depreciation and amortization. Depreciation and amortization expense is recognized over the assets’ estimated useful lives of~~2026 3 - 4 years for computers and laptops; 4 - 5 years for telecommunications equipment and switches; and 5 years for software using the straight-line method. Major additions and improvements are capitalized as additions to the property and equipment accounts, while replacements, maintenance and repairs that do not improve or extend the life of the respective assets are expensed as incurred. Estimated useful lives are periodically reviewed and, when appropriate, changes are made prospectively. When certain events or changes in operating conditions occur, asset lives may be adjusted and an impairment assessment may be performed on the recoverability of the carrying amounts.

~~Intangible Assets~~F-2

~~Intangible assets~~Table ~~represent mainly the interconnection agreements acquired from the acquisition~~ of QXTEL. The acquired intangible asset was recognized and measured at fair value at the time of acquisition and is amortized on a straight-line basis over the estimated economic useful life of the respective asset. The estimated useful life of the acquired interconnection agreements is 16 years.Contents

~~Impairment of~~IQSTEL ~~tangible and intangible assets~~INC

~~Tangible and~~Consolidated ~~intangible~~Balance assets (excluding goodwill) are assessed at each reporting date for indications that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Company makes an estimate of the asset's recoverable amount. The asset's recoverable amount is the higher of an asset's or cash-generating unit's fair value less costs of disposal and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset or a group of assets exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or the group of assets.Sheets

Goodwill

	December 31,			December 31,
	2025			2024
ASSETS
Current Assets
Cash	$	2,155,359		$	2,510,357
Accounts receivable, net		30,259,020			57,158,967
Inventory		30,658			30,658
Due from related parties		639,519			630,715
Prepaid and other current assets		3,077,868			2,684,349
Total Current Assets		36,162,424			63,015,046

Property and equipment, net		615,048			561,802
Intangible asset, net		6,957,404			7,438,654
Goodwill		5,790,049			6,750,045
Deferred tax assets		459,472			243,108
Other assets		1,103,538			999,083
TOTAL ASSETS	$	51,087,935		$	79,007,738

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable	$	9,167,288		$	2,129,241
Accrued and other current liabilities		19,050,496			55,624,784
Contract liabilities		1,391,377			—
Due to related parties		65,829			26,613
Loans payable - net of discount of $127,170 and $62,898, respectively		4,020,833			2,455,641
Loans payable - related parties		125,409			720,485
Convertible notes - net of discount of $0 and $138,654, respectively		—			1,864,432
Contingent liability for acquisition of subsidiary		285,175			1,000,000
Stock payable for acquisition of subsidiary		500,000			—
Total Current Liabilities		34,606,407			63,821,196

Convertible notes - net of discount of $0 and $210,296		—			3,011,926
Loans payable, non-current		31,302			—
Employee benefits, non-current		169,599			274,353
TOTAL LIABILITIES		34,807,308			67,107,475

Stockholders' Equity
Preferred stock: 1,200,000 authorized; $0.001 par value
Series A Preferred stock: 10,000 designated; $0.001 par value, 10,000 shares issued and outstanding		10			10
Series B Preferred stock: 200,000 designated; $0.001 par value, 59,276 and 35,537 shares issued and outstanding, respectively		59			36
Series C Preferred stock: 200,000 designated; $0.001 par value, No shares issued and outstanding		—			—
Series D Preferred stock: 100,000 designated; $0.001 par value, 18,020 and 0 shares issued and outstanding, respectively		18			—
Common stock: 26,000,000 authorized; $0.001 par value 4,668,017 and 2,537,209 shares issued and outstanding, respectively		4,668			2,537
Additional paid in capital		54,455,615			39,943,924
Accumulated deficit		(43,276,006	)		(32,703,410	)
Accumulated other comprehensive loss		(25,340	)		(25,340	)
Equity attributed to stockholders of IQSTEL Inc.		11,159,024			7,217,757
Equity attributable to noncontrolling interests		5,121,603			4,682,506
TOTAL STOCKHOLDERS' EQUITY		16,280,627			11,900,263

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	51,087,935		$	79,007,738

~~We allocate~~The ~~goodwill~~accompanying tonotes ~~reporting~~are ~~units based on the reporting unit expected to benefit from the business combination. We evaluate our reporting units on~~ an ~~annual~~integral ~~basis~~part and, if necessary, reassign goodwill using a relative fair value allocation approach. Goodwill is tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of ~~a reporting unit below its~~ ~~carrying~~these ~~value.~~consolidated ~~These~~financial events or circumstances could include a significant change in the business climate, legal factors, operating performance indicators, competition, or sale or disposition of a significant portion of a reporting unitstatements.

F-83

Table of Contents

~~Application of~~IQSTEL the goodwill impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units, and determination of the fair value of each reporting unit. The fair value of each reporting unit is estimated primarily through the use of a discounted cash flow methodology. This analysis requires significant judgments, including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term rate of growth for our business, estimation of the useful life over which cash flows will occur, and determination of our weighted average cost of capital.INC

~~The estimates~~Consolidated ~~used~~Statements ~~to calculate the fair value~~ of a reporting unit change from year to year based on operating results, market conditions, and other factors. Changes in these estimates and assumptions could materially affect the determination of fair value and goodwill impairment for each reporting unit.Operations

The following table provides a summary of changes in the carrying amounts of goodwill


	Years Ended December 31,
	2025		2024

Revenues	$	316,899,498	$	283,220,442
Cost of revenue		307,442,244		274,948,693
Gross profit		9,457,254		8,271,749

Operating expenses
General and administration		11,540,712		9,105,813
Impairment loss of goodwill		2,168,552		—

Filing Compare · iQSTEL Inc