What changed in this filing

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Item 9A. Controls and Procedures

2024-04-01 compared with 2023-04-14 · 128 added, 28 removed, 512 unchanged (23% of the section changed)

138 unchanged sentences

Company Act of 1940.

On March 1, 2024, Juan Carlos Lopez Silva resigned from his position as

Chief Operating Officer of the Company.

Lopez will formally assume the position of CEO of the IQSTEL subsidiaries, Etelix and

SwissLink, a position that he has been holding as interim in recent months.

The existing employment agreement Mr.

Lopez has with the Company

will remain in effect with the change in position.

From December 1, 2014 to present, Mr.

123 unchanged sentences

Our full board serves the functions that would normally be served by a

separately-designated Nominating Committee, and.

separately-designated Nominating Committee.

Company has an Audit Committee with a financial expert on the Board and

12 unchanged sentences

16(a) of the Exchange Act during fiscal year ended December 31, 2023.

Following the year end, all of the Form 3s were filed late for incoming

management of Etelix.com USA LLC.

Code of Ethics

Company has a code of ethics.

October 31, 2022, our Board of Directors approved and adopted a Code of Business Conduct and Ethics (the “Code of Ethics”).

The Code of Ethics is applicable to all directors, officers and employees of our company, our company’s subsidiaries and any subsidiaries

that may be formed in the future.

The Code of Ethics addresses such individuals’ conduct with respect to, among other things, conflicts

of interests;

compliance with applicable laws, rules, and regulations;

full, fair, accurate, timely, and understandable disclosure;

and fair dealing;

corporate opportunities;

confidentiality;

insider trading;

protection and proper use of our assets;

fair treatment;

and reporting suspected illegal or unethical behavior.

copy of our Code of Ethics is posted on our website at http://iqstel.com/.

We will make any legally required disclosures regarding amendments

to, or waivers of, provisions of our Code of Business Conduct and Ethics on our website.

The reference to the iQSTEL website address

does not constitute incorporation by reference of the information contained at or available through our website, and you should not consider

it to be part of this prospectus.

Executive Compensation

64 unchanged sentences

at the average price of our common stock during the last 10 days after applying a discount of 25%.

On February 29, 2024, our board of directors approved amended and restated

employment and indemnification agreements in favor of our Chief Executive Officer, Leandro Jose Iglesias and our Chief Financial Officer,

Alvaro Quintana Cardona, to replace their existing agreements.

The agreements are effective as of January 1, 2024.

The new five year employment agreement with Mr.

Iglesias provides that

we will compensate him with a salary of $31,000 monthly and he is eligible for a bonus as follows:

(i) up to two months of salary on a

yearly basis, (ii) up to 4% of our net income on a yearly basis, and (iii) up to 1,000,000 shares of our common stock, a determined by

our board of directors, all payable 15 days after our annual report is filed.

If we do not have the cash available, the agreement provides

Iglesias may convert his accrued salary/bonus into shares of our common stock at the average price of our common stock during

the last 10 days after applying a discount of 25%.

Iglesias agreed to two year non-compete and non-solicit restrictive

Iglesias is terminated for cause he shall forfeit any rights to severance, which is available to him in the event of

termination without cause.

The new five year employment agreement with Mr.

Quintana provides that

we will compensate him with a salary of $22,000 monthly and he is eligible for a bonus as follows:

(i) up to two months of salary on a

yearly basis, (ii) up to 4% of our net income on a yearly basis, and (iii) up to 800,000 shares of our common stock, a determined by our

board of directors, all payable 15 days after our annual report is filed.

If we do not have the cash available, the agreement provides

Cardona may convert his accrued salary/bonus into shares of our common stock at the average price of our common stock during

the last 10 days after applying a discount of 25%.

Quintana agreed to two year non-compete and non-solicit restrictive

Quintana is terminated for cause he shall forfeit any rights to severance, which is available to him in the event of

termination without cause.

Option Grants

12 unchanged sentences

Common Stock during the last 10 trading days and applying a discount of 25%.

Effective on January 1, 2024, and thereafter, all Directors shall be compensated

monthly with 10,000 shares of common stock cash of $2,500 for their service as Directors.

The Chairman and Secretary of the Board shall

receive an additional $2,500 per month in addition to the Director compensation.

Each Director shall also be entitled to a bonus of up to 1% of our net

income on a yearly basis.

In lieu of the cash compensation set forth above, each Director

may elect to receive shares of our Common Stock equal to the total cash compensation divided by the average market value of

the Company's Common Stock during the last 10 trading days and applying a discount of 25%.

Pension, Retirement or Similar Benefit Plans

30 unchanged sentences

Name of Beneficial Owner

Number of Shares Owned

Percent of Class

of Shares Owned

Leandro Iglesias

3 unchanged sentences

Italo Segnini

All Directors and Executive Officers as a Group (6 persons)

Series A Preferred Stock

All Directors and Executive Officers as a Group (6

Preferred Stock

Name of Beneficial Owner

Number of Shares Owned

Percent of Class

of Shares Owned

Leandro Iglesias

3 unchanged sentences

Italo Segnini

All Directors and Executive Officers as a Group (6 persons)

All Directors and Executive Officers as a Group (6

(1) Unless otherwise indicated, each person or entity named in the table

5 unchanged sentences

The percent of class is

based on 164,176,688 voting shares as of April 10, 2023.

based on 176,329,933 voting shares as of March 27, 2024.

(3) Pursuant to Rules 13d-3 and 13d-5 of the Exchange Act, beneficial ownership

2 unchanged sentences

The percent of class is

based on 10,000 voting shares as of April 10, 2023.

based on 10,000 voting shares as of March 27, 2024.

Certain Relationships

7 unchanged sentences

Due from related party

related party

During the years

ended December 31, 2022 and 2021, the Company loaned $1,000 and $220,674 to a related party and collected $700 and $226, respectively.

ended December 31, 2023 and 2022, the Company loaned $192,154 and $1,000 to a related party and collected $79,649 and $700,

respectively.

As of December

31, 2022 and 2021, the Company had due from related parties of $326,324 and $424,086, respectively.

The loans are unsecured, non-interest

bearing and due on demand.

31, 2023 and 2022, the Company had amounts due from related parties of $370,860 and $326,324, respectively.

The loans are unsecured,

non-interest bearing and due on demand.

Due to related parties

During the years

ended December 31, 2022 and 2021, the Company repaid $0 and $90,787, respectively, to the CEO and CFO of the Company.

As of December

2 unchanged sentences

due on demand.

Dept to Equity Swap

During the year ended December 31, 2021 the Company

recorded a debt-to-equity swap to a related party of $1,647,150 as additional paid in capital.

Principal Accounting Fees and Services

9 unchanged sentences

Financial Statements (See Item 8)

Description of Exhibit

Interest Purchase Agreement(1)

2 unchanged sentences

Purchase Agreement, dated April 1, 2019(11)

Purchase Agreement, dated January 19, 2024(23)

of Incorporation of the Registrant (2)

of the Registrant (2)

of Amendment(3)

of Amendment(18)

Certificate of Designation(20)

Certificate of Designation(21)

Certificate of Designation(22)

Amended and Restated Bylaws of the Registrant(19)

#2 to the Crown Capital Note dated March 2, 2020(4)

11 unchanged sentences

Secured Convertible Promissory Note to Labrys Fund dated December 3, 2019(9)

Purchase Company Agreement, dated April 21, 2022(12)

Purchase Company Agreement, dated May 6, 2022(13)

Common Stock Purchase Option with ADI Funding dated April 5, 2022(14)

Amended Common Stock Purchase Option with ADI Funding dated September 29, 2022(15)

Secured Convertible Promissory Note, dated January 24, 2024(23)

Common Stock Purchase Option, dated February 12, 2024(24)

Agreement with Carmen Cabell(1)

14 unchanged sentences

Exhibit 10.13

Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Registration Rights Agreement with ADI Funding dated April 5, 2022(16)

Exhibit 10.14

Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Securities Purchase Agreement, dated January 24, 2024(23)

Exhibit 10.15

Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.

Registration Rights Agreement with M2B Funding Corp., dated January 24, 2024(23)

Exhibit 10.16

Security Agreement, dated January 24, 2024(23)

Code of Business Conduct and Ethics(17)

Exhibit 31.1**

Certification of Chief Executive Officer

pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 31.2**

Certification of Chief Financial Officer

pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 32.1**

Certification of Chief Executive Officer

and Chief Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 101**

The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 formatted in Extensible Business Reporting Language (XBRL).

The following materials from the Company’s

Annual Report on Form 10-K for the year ended December 31, 2023 formatted in Extensible Business Reporting Language (XBRL).

Filed herewith**

10 unchanged sentences

Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on April 4, 2019.

Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on April 26, 2022.

Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on May 10, 2022.

Incorporated by reference to the Company’s Form S-1/A filed with the US Securities and Exchange Commission on September 22, 2022.

Incorporated by reference to the Company’s Form 8-K/A filed with the US Securities and Exchange Commission on October 6, 2022.

Incorporated by reference to the Company’s Form S-1/A filed with the US Securities and Exchange Commission on October 11, 2022.

Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on November 2, 2022.

Incorporated by reference to the Company’s DEF 14C filed with the US Securities and Exchange Commission on May 12, 2020.

Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on December 14, 2022.

Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on January 8, 2021.

Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on November 13, 2020.

Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on November 6, 2020.

Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on January 25, 2024.

Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on February 13, 2024.

Form 10-K Summary

19 unchanged sentences

April 1, 2024

/s/ Raul Perez

April 1, 2024

/s/ Jose Antonio Barreto

Jose Antonio Barreto

April 1, 2024

/s/ Italo Segnini

Italo Segnini

April 1, 2024

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures