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Item 1. Financial Statements

2024-11-14 compared with 2024-08-14 · 814 added, 617 removed, 185 unchanged (89% of the section changed)

Financial Statements

Balance Sheets

receivable, net

from related parties

and other current assets

Our unaudited consolidated financial statements included

in this Form 10-Q are as follows:

Consolidated Balance Sheets as of September 30, 2024 (unaudited) and December 31, 2023;

Consolidated Statements of Operations for the three and nine months ended September 30, 2024 and 2023 (unaudited);

Consolidated Statements of Stockholder’s Equity

for the three and nine months ended September 30, 2024 and 2023 (unaudited);

Consolidated Statements of Cash Flows for the nine

months ended September 30, 2024 and 2023 (unaudited);

Notes to Consolidated Financial Statements (unaudited).

These interim consolidated financial statements have been prepared

in accordance with accounting principles generally accepted in the United States of America for interim financial information and the

SEC instructions to Form 10-Q.

In the opinion of management, all adjustments considered necessary for a fair presentation have been included.

Operating results for the interim period ended September 30, 2024 are not necessarily indicative of the results that can be expected for

the full year.

Consolidated Balance Sheets

September 30,

Current Assets

and equipment, net

AND STOCKHOLDERS' EQUITY

and other current liabilities

to related parties

payable - net of discount of $ 143,197 and $ 3,750 , respectively

payable - related parties

note - net of discount of $ 726,900 and $ 39,012 , respectively

liability for acquisition of subsidiary

Accounts receivable, net

Due from related parties

Prepaid and other current assets

Total Current Assets

Property and equipment, net

Intangible asset

Deferred tax assets

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities

payable, non-current

benefits, non-current

Stockholders'

Accounts payable

Accrued and other current liabilities

Due to related parties

Loans payable - net of discount of $ 294,484 and $ 3,750 , respectively

Loans payable - related parties

Convertible notes - net of discount of $ 490,022 and $ 39,012 , respectively

Contingent liability for acquisition of subsidiary

Derivative liabilities

Total Current Liabilities

Loans payable, non-current

Employee benefits, non-current

TOTAL LIABILITIES

Stockholders' Equity

Preferred stock:

1,200,000 authorized;

$ 0.001 par value

A Preferred stock:

Series A Preferred stock:

10,000 designated;

1 unchanged sentence

10,000 shares issued and outstanding

B Preferred stock:

Series B Preferred stock:

200,000 designated;

1 unchanged sentence

31,080 shares issued and outstanding

C Preferred stock:

Series C Preferred stock:

200,000 designated;

$ 0.001 par value, No shares issued and outstanding

D Preferred stock:

Series D Preferred stock:

75,000 designated;

$ 0.001 par value, No shares issued and outstanding

Common stock:

300,000,000 authorized;

1 unchanged sentence

186,176,651 and 172,129,630 shares issued and outstanding, respectively

paid in capital

Additional paid in capital

Accumulated deficit

( 29,825,840 )

( 26,084,133 )

other comprehensive loss

attributed to stockholders of iQSTEL Inc.

(Deficit) attributable to noncontrolling interests

STOCKHOLDERS' EQUITY

LIABILITIES AND STOCKHOLDERS' EQUITY

accompanying notes are an integral part of these unaudited consolidated financial statements.

Statements of Operations

Accumulated other comprehensive loss

Equity attributed to stockholders of iQSTEL Inc.

Equity (Deficit) attributable to noncontrolling interests

TOTAL STOCKHOLDERS' EQUITY

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

The accompanying notes are an integral part of

these unaudited consolidated financial statements.

Consolidated Statements of Operations

Three Months Ended

Nine Months Ended

September 30,

$ 184,346,412

and administration

Cost of revenue

Operating expenses

income (loss)

income (expense)

in fair value of derivative liabilities

( 1,115,510 )

(loss) on settlement of debt

General and administration

Total operating expenses

Operating income (loss)

Other income (expense)

( 1,556,509 )

Other expenses

Interest expense

( 1,533,820 )

loss before provision for income taxes

Change in fair value of derivative liabilities

( 1,063,789 )

Loss on settlement of debt

Total other income (expense)

( 2,646,275 )

Net income (loss) before provision for income taxes

( 3,182,227 )

Net income (loss)

( 3,317,107 )

Net income attributable to noncontrolling interests

loss attributed to iQSTEL Inc.

Net loss attributed to iQSTEL Inc.

$ ( 923,788 )

1 unchanged sentence

$ ( 639,143 )

Dividend on Series B Preferred Stock

Net loss attributed to stockholders of iQSTEL Inc.

$ ( 923,788 )

Comprehensive

income (loss)

$ ( 878,493 )

1 unchanged sentence

$ ( 1,455,623 )

Comprehensive income (loss)

Net income (loss)

$ ( 773,004 )

currency adjustment

comprehensive loss

$ ( 3,317,107 )

$ ( 274,557 )

Foreign currency adjustment

Total comprehensive income (loss)

$ ( 3,317,107 )

1 unchanged sentence

Comprehensive income attributable to noncontrolling interests

comprehensive loss attributed to iQSTEL Inc.

$ ( 2,008,152 )

Net comprehensive loss attributed to iQSTEL Inc.

$ ( 923,788 )

1 unchanged sentence

$ ( 639,071 )

and diluted loss per common share

average number of common shares outstanding - Basic and diluted

accompanying notes are an integral part of these unaudited consolidated financial statements.

Statements of Changes in Stockholders’ Equity (Deficit)

the three and six months ended June 30, 2024 and 2023

Basic and diluted loss per common share

Weighted average number of common shares outstanding - Basic and diluted

The accompanying notes are an integral part of

these unaudited consolidated financial statements.

Consolidated Statements of Changes in Stockholders’

For the three and nine months ended September

30, 2024 and 2023

A Preferred Stock

3 unchanged sentences

Controlling Interest

Stockholders' Deficit

Stockholders' Equity

- December 31, 2023

4 unchanged sentences

stock issued in conjunction with convertible notes

income (loss)

- March 31, 2024

5 unchanged sentences

of subsidiary

income (loss)

( 2,008,152 )

3 unchanged sentences

$ ( 28,902,052 )

stock issued for conversion of debt

stock issued for compensation

stock issued for warrant exercises

stock payable

of derivative liabilities upon exercise of warrant

- September 30, 2024

$ ( 29,825,840 )

A Preferred Stock

3 unchanged sentences

Controlling Interest

Stockholders' Deficit

- December 31, 2022

Stockholders' Equity

Balance - December

$ ( 24,504,395 )

$ ( 924,377 )

stock issued for warrant exercises

stock issued for compensation

issued for warrant exercises

issued for compensation

of derivative liabilities upon exercise of warrant

4 unchanged sentences

$ ( 719,241 )

issued for compensation

currency translation adjustments

income (loss)

- June 30, 2023

$ ( 25,081,525 )

$ ( 665,474 )

B Preferred stock issued as dividend

stock issued for compensation

stock issued for warrant exercises

of derivative liabilities upon exercise of warrant

to non-controlling interest

currency translation adjustments

income (loss)

Balance - June 30,

Balance - September 30,

$ ( 25,960,018 )

$ ( 564,771 )

accompanying notes are an integral part of these unaudited consolidated financial statements.

Statements of Cash Flows

FLOWS FROM OPERATING ACTIVITIES:

The accompanying notes are an integral part of

these unaudited consolidated financial statements.

Consolidated Statements of Cash Flows

Nine Months Ended

September 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

$ ( 3,317,107 )

$ ( 274,557 )

to reconcile net loss to net cash used in operating activities:

based compensation

and amortization

of debt discount

in fair value of derivative liabilities

on settlement of debt

in operating assets and liabilities:

and other assets

from related parties

Adjustments to reconcile net loss to net cash used in operating activities:

Stock based compensation

Bad debt expense

Depreciation and amortization

Amortization of debt discount

Change in fair value of derivative liabilities

Loss on settlement of debt

Changes in operating assets and liabilities:

Accounts receivable

( 3,422,703 )

and other current liabilities

Prepaid and other assets

( 1,057,311 )

cash used in operating activities

Due from related parties

Accounts payable

( 8,331,945 )

FLOWS FROM INVESTING ACTIVITIES:

of subsidiary, net of cash received

Accrued and other current liabilities

( 4,495,509 )

of property and equipment

of intangible assets

of loan receivable - related party

of amounts due from related parties

cash used in investing activities

Net cash used in operating activities

( 2,526,651 )

FLOWS FROM FINANCING ACTIVITIES:

from loans payable

of loans payable

from loans payable - related parties

of loans payable - related parties

from exercise of warrants

from convertible notes

from stock purchase option

of convertible notes

cash provided by financing activities

of exchange rate changes on cash

change in cash

beginning of period

end of period

cash flow information

paid for interest

paid for taxes

transactions:

stock issued for settlement of debt

of derivative liabilities upon exercise of warrants

stock issued in connection with convertible notes

payable issued for acquisition of subsidiary

liability for acquisition of subsidiary

accompanying notes are an integral part of these unaudited consolidated financial statements.

to the Consolidated Financial Statements

1 -ORGANIZATION AND DESCRIPTION OF BUSINESS

CASH FLOWS FROM INVESTING ACTIVITIES:

Acquisitions of subsidiary

( 2,730,121 )

Purchase of property and equipment

Purchase of intangible assets

Advances of loans receivable - related party

Collection of amounts due from related parties

Net cash used in investing activities

( 2,950,367 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from loans payable

Repayments of loans payable

Proceeds from loans payable - related parties

Repayment of loans payable - related parties

Proceeds from exercise of warrants

Proceeds from issuance of common stock payable

Proceeds from convertible notes

Proceeds from common stock purchase option

Repayment of convertible notes

Net cash provided by financing activities

Effect of exchange rate changes on cash

Net change in cash

Cash, beginning of period

Cash, end of period

Supplemental cash flow information

Cash paid for interest

Cash paid for taxes

Non-cash transactions:

Series B Preferred stock issued as dividend

Common stock issued in connection with convertible notes

Common stock issued for conversion of debt

Common stock issued for settlement of debt

Cashless warrant exercised

Resolution of derivative liabilities

Note payable issued for acquisition of subsidiary

Contingent liability for acquisition of subsidiary

The accompanying notes are an integral part of

these unaudited consolidated financial statements.

Notes to the Consolidated Financial Statements

September 30, 2024

NOTE 1 -ORGANIZATION AND DESCRIPTION OF BUSINESS

and Operations

(“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.

(“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 changed its name to PureSnax International,

2 unchanged sentences

on August 7, 2018.

Company has been engaged in the business of telecommunication services as a wholesale carrier of voice, SMS and data for other telecom

companies around the World with over 400 active

interconnection agreements with mobile companies, fixed line companies and other wholesale carriers.

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

business divisions.

has been engaged in the business of telecommunication services as a wholesale carrier of voice, SMS and data for other telecom companies

around the World with over 400 active interconnection agreements with mobile companies,

fixed line companies and other wholesale carriers.

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

Division, which represents the majority of current operations and which also represents the source for all of the Company’s revenues,

3 unchanged sentences

QGlobal SMS, LLC, and QXTEL LIMITED.

the 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.

Also under the

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.

The Company’s

12 unchanged sentences

virtual experience that can be accessed through the Web or our proprietary mobile apps.

2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Presentation

accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally

accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Regulation S-X

of the United States Securities and Exchange Commission (“SEC”).

Accordingly, they do not contain all information and

footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for annual

financial statements.

the opinion of the Company’s management, the accompanying unaudited interim consolidated financial statements contain all the adjustments

necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of June 30, 2024 and the

results of operations and cash flows for the periods presented.

The results of operations for the six months ended June 30, 2024 are

not necessarily indicative of the operating results for the full fiscal year or any future period.

These unaudited consolidated financial

statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual

Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on April 1, 2024.

NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING

Basis of Presentation

The accompanying unaudited consolidated financial

statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim

financial statements and with the instructions to Form 10-Q and Regulation S-X of the United States Securities and Exchange Commission

Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted

in the United States of America (“GAAP”) for annual financial statements.

In the opinion of the Company’s management,

the accompanying unaudited interim consolidated financial statements contain all the adjustments necessary (consisting only of normal

recurring accruals) to present the financial position of the Company as of September 30, 2024 and the results of operations and cash

flows for the periods presented.

The results of operations for the nine months ended September 30, 2024 are not necessarily indicative

of the operating results for the full fiscal year or any future period.

These unaudited consolidated financial statements should be read

in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for

the year ended December 31, 2023 filed with the SEC on April 1, 2024.

Reclassification

accounts from prior periods have been reclassified to conform to the current period presentation.

Consolidation

consolidated financial statements of the Company include the accounts of the Company and its owned subsidiaries, Etelix.com USA, LLC

(“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.

preparation of the consolidated financial statements in conformity with GAAP in the United States of America requires management to make

estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities

at the date of the financial statements.

The estimates and judgments will also affect the reported amounts for certain revenues and expenses

during the reporting period.

Actual results could differ from these good faith estimates and judgments.

accordance with ASC 805-10, “ Business Combinations ”, the Company accounts for all business combinations using the

acquisition method of accounting.

Under this method, assets and liabilities, including any 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 assessed fair 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

method interest that the Company holds in the acquired company prior to the acquisition 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.

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.

Currency Translation and Re-measurement

Company translates its foreign operations to U.S.

Certain accounts from prior periods have been

reclassified to conform to the current period presentation.

Consolidation Policy

The consolidated financial statements of the

Company include the accounts of the Company and its owned subsidiaries, Etelix.com USA, LLC (“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.

Use of Estimates

The preparation of the consolidated financial

statements in conformity with GAAP in the United States of America requires management to make estimates and assumptions that affect the

reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements.

The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period.

results could differ from these good faith estimates and judgments.

Business Combinations

In accordance with ASC 805-10, “ Business

Combinations ”, the Company accounts for all business combinations using the acquisition method of accounting.

Under this method,

assets and liabilities, including any remaining non-controlling interests, are recognized at fair value at the date of acquisition.

excess of the purchase price over the fair value of assets acquired, net of liabilities assumed, and non-controlling interests is recognized

Certain adjustments to the assessed fair 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 method interest that the Company holds in the acquired

company prior to the acquisition 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.

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 Translation and Re-measurement

The Company translates its foreign operations

dollars in accordance with ASC 830, “ Foreign Currency Matters ”.

functional currency and reporting currency of Etelix, QGlobal, ItsBchain, IoT Labs, Whisl, Smartbiz, Global Money One and QXTEL is the

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

The effects of the change in functional currency were not significant to our consolidated financial statements.

and Cash Equivalents

cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months

from inception, 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 $ 797,227 and $ 1,362,668 in cash and cash equivalents at June 30, 2024 and December 31,

2023, respectively.

Receivable and Allowance for Uncollectible Accounts

Substantially

all of the Company’s accounts receivable balance is related to trade receivables.

Trade accounts receivable are recorded at the

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 .

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 six months ended June 30, 2024 and 2023, the Company

recorded bad debt expense of $ 1,801 and $ 0 , respectively.

Income (Loss) Per Share of Common Stock

Company has adopted ASC 260, ”Earnings per Share” which requires presentation of basic earnings per share

on the face of the statements of operations for all entities with complex capital structures and requires a reconciliation of the numerator

and denominator of the basic earnings per share computation.

In the accompanying financial statements, basic loss per share is computed

by dividing net loss by the weighted average number of shares of common stock outstanding during the period.

Diluted earnings per share

is computed by dividing net income by the weighted average number of shares of common stock and potentially dilutive outstanding shares

of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent share

arrangements, stock options and warrants unless the result would be antidilutive.

Dilutive potential common shares include outstanding

Series B Preferred stock, and it was excluded from the computation of diluted net loss per share as the result was anti-dilutive for

the six months ended June 30, 2024 and 2023.

Concentrations

of Credit Risk

Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents

and related party payables.

The Company places its cash and cash equivalents with financial institutions of high creditworthiness.

times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits.

the six months ended June 30, 2024, 15 customers represented 86 % of our revenue compared to 23 customers representing 87 % of

our revenue for the six months ended June 30, 2023.

For the six months ended June 30, 2024 and 2023, 38 % and 39 % of

the revenue comes from customers under prepayment conditions which means there is no credit or bad debt risk on that portion of the customers

Company follows ASC 820, “ Fair Value Measurements and Disclosures, ” which defines fair value as the exchange price

that 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 own assumptions about market participant assumptions developed based on the best

information available in the circumstances (unobservable inputs).

The fair value hierarchy consists of three broad levels, which gives

the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority

to unobservable inputs (Level 3).

The three levels of the fair value hierarchy are described below:

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

2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability

such as quoted prices for similar assets or liabilities in active markets;

quoted prices for identical assets or liabilities in markets

with insufficient volume or infrequent transactions (less active markets);

or model-derived valuations in which significant inputs are

observable or can be derived principally from, or corroborated by, observable market data.

3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement

of the fair value of the assets or liabilities.

carrying values of our financial instruments, including, cash;

The 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.

Cash and Cash Equivalents

Cash and cash equivalents include cash in banks,

money market funds, and certificates of term deposits with maturities of less than three months from inception, 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.

had $ 2,125,139 and $ 1,362,668 in cash and cash equivalents at September 30, 2024 and December 31, 2023, respectively.

Accounts Receivable and Allowance for Uncollectible

Substantially all of the Company’s accounts

receivable balance is related to trade receivables.

Trade accounts receivable are recorded at the 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

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 nine months ended September 30, 2024 and 2023, the Company recorded bad debt

expense of $ 1,801 and $ 1,344 , respectively.

Net Income (Loss) Per Share of Common Stock

The Company has adopted ASC 260, ”Earnings

per Share” which requires presentation of basic earnings per share on the face of the statements of operations for all

entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic earnings per share

In the accompanying financial statements, basic loss per share is computed by dividing net loss by the weighted average number

of shares of common stock outstanding during the period.

Diluted earnings per share is computed by dividing net income by the weighted

average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the

potential dilution that could occur from common shares issuable through contingent share arrangements, stock options and warrants unless

the result would be antidilutive.

Dilutive potential common shares include outstanding Series B Preferred stock, and it was excluded from

the computation of diluted net loss per share as the result was anti-dilutive for the nine months ended September 30, 2024 and 2023.

Concentrations of Credit Risk

The Company’s financial instruments that

are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents and related party payables.

places its cash and cash equivalents with financial institutions of high creditworthiness.

At times, its cash and cash equivalents with

a particular financial institution may exceed any applicable government insurance limits.

During the nine months ended September 30, 2024,

22 customers represented 87.7 % of our revenue compared to 11 customers representing 87.8 % of our revenue for the nine

months ended September 30, 2023.

For the nine months ended September 30, 2024 and 2023, 38.3 % and 54.8 % of the revenue

comes from customers under prepayment conditions which means there is no credit or bad debt risk on that portion of the customers portfolio.

Financial Instruments

The Company follows ASC 820, “ Fair Value

Measurements and Disclosures, ” which defines fair value as the exchange price that 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

own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable

The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active

markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).

The three levels of the

fair value hierarchy are described below:

Level 1 applies to assets or liabilities for

which there are quoted prices in active markets for identical assets or liabilities.

Level 2 applies to assets or liabilities for

which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets

or liabilities in active markets;

quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent

transactions (less active markets);

or model-derived valuations in which significant inputs are observable or can be derived principally

from, or corroborated by, observable market data.

Level 3 applies to assets or liabilities for

which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets

or liabilities.

The carrying values of our financial instruments,

including, cash;

accounts receivable;

deposit for acquisition, prepaid and other current

deposit for acquisition, prepaid and other current assets;

accounts payable;

accrued liabilities and other current liabilities;

and due from/to related parties approximate their fair values

due to the short-term maturities of these financial instruments.

involving related parties cannot be presumed to be carried out on an arm’s-length 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 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, however, practical to determine the fair value of amounts due to related parties due to their related

party nature.

Company recognizes revenue from telecommunication services in accordance with ASC 606, “ Revenue from Contracts with Customers.”

Company recognizes revenue related to monthly usage charges and other recurring charges during the period in which the telecommunication

services are rendered, provided that persuasive evidence of a sales arrangement exists, and collection is reasonably assured.

considers persuasive evidence of a sales arrangement to be a written interconnection agreement.

The Company’s payment terms vary

Accounting Pronouncements

November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No.

accrued liabilities

and other current liabilities;

and due from/to related parties approximate their fair values due to the short-term maturities of these

financial instruments.

Transactions involving related parties cannot

be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not

Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated

on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated.

however, practical to determine the fair value of amounts due to related parties due to their related party nature.

Revenue Recognition

The Company recognizes revenue from telecommunication

services in accordance with ASC 606, “ Revenue from Contracts with Customers.”

The Company recognizes revenue related to monthly

usage charges and other recurring charges during the period in which the telecommunication services are rendered, provided that persuasive

evidence of a sales arrangement exists, and collection is reasonably assured.

Management considers persuasive evidence of a sales arrangement

to be a written interconnection agreement.

The Company’s payment terms vary by client.

Recent Accounting Pronouncements

In November 2023, the Financial Accounting Standards

Board ("FASB") issued Accounting Standards Update ("ASU") No.

2023-07, " Segment Reporting (Topic

Improvements to Reportable Segment Disclosures "

which allows disclosure of one or more measures of segment profit or loss used by the chief operating decision maker to allocate resources

and assess performance.

Additionally, the standard requires enhanced disclosures of significant segment expenses and other segment items,

as well as incremental qualitative disclosures on both an annual and interim basis.

This guidance is effective for annual reporting periods

beginning after December 15, 2023, and interim reporting periods after December 15, 2024.

Early adoption is permitted and retrospective

application is required for all periods presented.

The Company is currently evaluating the impact of adopting this guidance on its Consolidated

Financial Statements and disclosures included within Notes to Consolidated Financial Statements.

December 2023, the FASB issued ASU No.

Improvements to Reportable Segment Disclosures " which allows disclosure of one or more measures of segment profit or loss

used by the chief operating decision maker to allocate resources and assess performance.

Additionally, the standard requires enhanced

disclosures of significant segment expenses and other segment items, as well as incremental qualitative disclosures on both an annual

and interim basis.

This guidance is effective for annual reporting periods beginning after December 15, 2023, and interim reporting periods

after December 15, 2024.

Early adoption is permitted and retrospective application is required for all periods presented.

is currently evaluating the impact of adopting this guidance on its Consolidated Financial Statements and disclosures included within

Notes to Consolidated Financial Statements.

In December 2023, the FASB issued ASU No.

“ Income Taxes (Topic 740):

Improvements to Income Tax Disclosures ”

which requires enhanced disclosures, including specific categories and disaggregation of information in the effective tax rate reconciliation,

disaggregated information related to income taxes paid, income or loss from continuing operations before income tax expense or benefit,

and income tax expense or benefit from continuing operations.

This guidance is effective for annual reporting periods beginning after

December 15, 2024.

Early adoption is permitted and should be applied on a prospective basis;

Improvements to Income Tax Disclosures ” which requires enhanced disclosures, including specific

categories and disaggregation of information in the effective tax rate reconciliation, disaggregated information related to income taxes

paid, income or loss from continuing operations before income tax expense or benefit, and income tax expense or benefit from continuing

This guidance is effective for annual reporting periods beginning after December 15, 2024.

Early adoption is permitted and

should be applied on a prospective basis;

however, retrospective application is permitted.

The Company is currently evaluating the impact of adopting this guidance on its Consolidated Financial Statements and disclosures included

within Notes to Consolidated Financial Statements.

3 - GOING CONCERN

Company's consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates

the realization of assets and liquidation of liabilities in the normal course of business.

The Company has suffered recurring losses

from operations and does not have an established source of revenues sufficient to cover its operating costs.

These conditions raise substantial

doubt about the Company’s ability to continue as a going concern.

The consolidated financial statements do not include any adjustments

that might result from the outcome of this uncertainty.

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.

The Company is currently evaluating the impact

of adopting this guidance on its Consolidated Financial Statements and disclosures included within Notes to Consolidated Financial Statements.

NOTE 3 - GOING CONCERN

The Company's consolidated financial statements

have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and liquidation

of liabilities in the normal course of business.

The Company has suffered recurring losses from operations and does not have an established

source of revenues sufficient to cover its operating costs.

These conditions raise substantial doubt about the Company’s ability

to continue as a going concern.

The consolidated financial statements do not include any adjustments that might result from the outcome

of this uncertainty.

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.

the next year, the Company's foreseeable cash requirements will relate to continual development of the operations of its business, maintaining

2 unchanged sentences

raise additional capital.

Historically,

the Company has financed its operations through private placements, Regulation A offerings, related party loans, convertible notes, and

unsecured debt.

Management may raise additional capital through future public or private offerings of the Company's stock or through

loans from private investors, although there can be no assurance that it will be able to obtain such financing.

The Company's failure

to do so could have a material and adverse effect upon its operations and its stockholders.

4 – PREPAID AND OTHER CURRENT ASSETS

and other current assets at June 30, 2024 and December 31, 2023 consisted of the following:

for acquisition of asset

Historically, the Company has financed its operations

through private placements, Regulation A offerings, related party loans, convertible notes, and unsecured debt.

Management may raise additional

capital through future public or private offerings of the Company's stock or through loans from private investors, although there can

be no assurance that it will be able to obtain such financing.

The Company's failure to do so could have a material and adverse effect

upon its operations and its stockholders.

NOTE 4 – PREPAID AND OTHER CURRENT

Prepaid and other current assets at September

30, 2024 and December 31, 2023 consisted of the following:

September 30,

Other receivable

Prepaid expenses

Advance payment

Tax receivable

Deposit for acquisition of asset

Security deposit

expenses and other current assets

5 – PROPERTY AND EQUIPMENT

and equipment at June 30, 2024 and December 31, 2023 consisted of the following:

Telecommunication

property and equipment

depreciation and amortization

property and equipment

expense for the six months ended June 30, 2024 and 2023 amounted to $ 68,939 and $ 68,488 , respectively.

6 –LOANS PAYABLE

payable at June 30, 2024 and December 31, 2023 consisted of the following:

was issued on October 23, 2018 and due on January 2, 2025

was issued on April 1, 2020 and due on March 31, 2025

was issued April 4, 2023 and due on April 4, 2024

receipts loan

was issued April

23, 2023 and due in February

Property and equipment at September 30,

2024 and December 31, 2023 consisted of the following:

September 30,

Telecommunication equipment

Telecommunication software

Other equipment

Total property and equipment

Accumulated depreciation and amortization

Property and equipment, net

Depreciation expense for the nine months ended

September 30, 2024 and 2023 amounted to $ 104,061 and $ 103,246 , respectively.

NOTE 6 –LOANS PAYABLE

Loans payable at September 30, 2024 and December

31, 2023 consisted of the following:

September 30,

Note was issued on October 23, 2018 and due on January 2, 2025

Darlene Covid19

Note was issued on April 1, 2020 and due on March 31, 2025

Promissory note payable

Note was issued April 4, 2023 and due on April 4, 2024

Promissory note payable

Note was issued June 11, 2024 and due on June 11, 2025

Promissory note payable - acquisition of QXTEL

Note was issued April 1, 2024 and due on June 30, 2025

Promissory note payable

Note was issued July 16, 2024 and due on July 16, 2025

Promissory note payable

Note was issued July 31, 2024 and due on July 31, 2025

Promissory note payable

Note was issued September 23, 2024 and due on September 23, 2025

Future receipts loan

Loan was issued September 9, 2024 and due in August 2025

rate 92.2 % (1)

was issued June 11, 2024 and due on June 11, 2025

note payable - acquisition of QXTEL

was issued April 1, 2024 and due on June 30, 2025

Unamortized debt discount

loans payable

Total loans payable

Current portion of loans payable

( 3,232,009 )

loans payable

purchase price is $ 504,575 , net of financing fee of $ 10,425 , and the amount to be paid is

Long-term loans payable

The purchase price is $ 665,000 , net of financing fee of $ 13,425 , and the amount to be paid is $ 651,575 .

The monthly payment amount is $ 81,009 .

the six months ended June 30, 2024 and 2023, the Company repaid the principal amount of $ 147,253 and $ 9,006 , respectively.

the six months ended June 30, 2024, the Company settled principal amount and accrued interest of a note payable issued in April 2023

by issuing 1,770,000 shares of common stock.

monthly interest rate.

During the nine months ended September 30, 2024

and 2023, the Company repaid the principal amount of $ 669,121 and $ 9,006 , respectively.

During the nine months ended September 30, 2024,

the Company settled 2 loans as follows:

amount and accrued interest of a note payable issued in April 2023 by issuing 1,770,000 shares

of common stock.

As a result, the Company recorded a loss on settlement of debt of $ 102,660 .

payable - related parties at June 30, 2024 and December 31, 2023 consisted of the following:

amount of future receipts loan issued in April 2024 by early settlement.

As a result, the

Company recorded a loss on settlement of debt of $ 27,537 .

Loans payable - related parties at September

30, 2024 and December 31, 2023 consisted of the following:

September 30,

49% of Shareholder of SwissLink

is due on demand

Note is due on demand

49% of Shareholder of SwissLink

is due on demand

Shareholder of QXTEL

is due on October 1, 2025

Note is due on demand

Minority Shareholder of QXTEL

Note is due on October 1, 2025

Current portion of loans payable - related parties

Long-term loans payable - related

the six months ended June 30, 2024 and 2023, the Company recorded interest expense of $ 47,665 and $ 9,460 and

recognized amortization of discount, included in interest expense, of $ 68,519 and $ 3,750 , respectively.

7 - CONVERTIBLE NOTES

notes at June 30, 2024 and December 31, 2023 consisted of the following:

in fiscal year 2023

in fiscal year 2024

convertible notes payable

Long-term loans payable - related parties

During the nine months ended September 30, 2024

and 2023, the Company recorded interest expense of $ 121,806 and $ 22,417 , respectively, and recognized amortization

of discount, included in interest expense, of $ 163,406 and $ 7,406 , respectively.

NOTE 7 - CONVERTIBLE NOTES

Convertible notes at September 30, 2024

and December 31, 2023 consisted of the following:

September 30,

Issued in fiscal year 2023

Issued in fiscal year 2024

Total convertible notes payable

Unamortized debt discount

convertible notes

Total convertible notes

current portion of convertible notes

convertible notes

in fiscal year 2023

the year ended December 31, 2023, the Company borrowed $ 284,760 and $ 256,760 from a third party totaling $ 541,520 ,

which includes original issue discount and financing costs of $ 66,520 .

The notes are due on June 1, 2024 and October

15, 2024 , and a one-time interest charge of 12% shall be applied.

Accrued, unpaid interest and outstanding principal shall

be paid in 10 payments each in the amount of $ 31,893 and $ 28,757 beginning on July 16, 2023 and January 15, 2024.

notes are convertible at the option of the holders at any time following an event of default, and the conversion price is 75% multiplied

by the lowest trading price of Company’s common stock during the 10 trading days prior to the conversion date.

in fiscal year 2024

January 24, 2024, we entered into a securities purchase agreement (the “SPA”) with M2B Funding Corp., a Florida corporation,

for it to purchase up to the principal amount of $ 3,888,889 in secured convertible promissory notes (the “Notes”)

for an aggregate purchase price of $ 3,500,000 (the “Purchase Price”), which Notes are convertible into shares (“Conversion

Shares”) of our common stock with an initial conversion price of $ 0.11 per share.

Each noteholder shall receive

shares of common stock (“Kicker Shares”) in an amount equal to ten percent of the principal amount of any Note issued divided

The Notes are secured by all of our assets under a Security Agreement signed with the SPA .

initial tranche was executed in January 2024 for $ 2,222,222 in face value of Notes and 2,020,200 Kicker Shares, with

an original issue discount of $ 222,222 ;

second and third tranches were executed in March 2024 for $ 1,111,111 and $ 555,556 ,

respectively, in face value of Notes and 1,010,101 and 505,051 Kicker Shares, with an original issue discount of

$ 111,111 and $ 55,556 , respectively.

Long-term convertible notes

During the nine months ended September 30, 2024

and 2023, the Company recorded interest expense of $ 555,092 and $ 13,668 , respectively, and recognized amortization of discount, included

in interest expense, of $ 693,516 and $ 13,904 , respectively.

Issued in fiscal year 2023

During the year ended December 31, 2023, the

Company borrowed $ 284,760 and $ 256,760 from a third party totaling $ 541,520 , which includes original issue discount

and financing costs of $ 66,520 .

The notes are due on June 1, 2024 and October 15, 2024 , and a one-time interest charge

of 12% shall be applied .

Accrued, unpaid interest and outstanding principal shall be paid in 10 payments each in the amount

of $ 31,893 and $ 28,757 beginning on July 16, 2023 and January 15, 2024, respectively.

The notes are convertible

at the option of the holders at any time following an event of default, and the conversion price is 75% multiplied by the lowest trading

price of Company’s common stock during the 10 trading days prior to the conversion date .

Issued in fiscal year 2024

On January 24, 2024, we entered into a securities

purchase agreement (the “SPA”) with M2B Funding Corp., a Florida corporation, for it to purchase up to the principal amount

of $ 3,888,889 in secured convertible promissory notes (the “Notes”) for an aggregate purchase price of $ 3,500,000 (the

“Purchase Price”), which Notes are convertible into shares (“Conversion Shares”) of our common stock with an initial

conversion price of $ 0.11 per share.

Each noteholder shall receive shares of common stock (“Kicker Shares”)

in an amount equal to ten percent of the principal amount of any Note issued divided by $0.11 .

The Notes are secured by all of our assets

under a Security Agreement signed with the SPA.

The initial tranche was executed in January 2024

for $ 2,222,222 in face value of Notes and 2,020,200 Kicker Shares, with an original issue discount of $ 222,222 ;

second and third tranches were executed in March 2024 for $ 1,111,111 and $ 555,556 , respectively, in face value of Notes

and 1,010,101 and 505,051 Kicker Shares, with an original issue discount of $ 111,111 and $ 55,556 , respectively.

Each one year note bears interest at 18 % per annum.

the three months ended June 30, 2024, the Company borrowed $ 146,900 and $ 177,100 from a third party totaling $ 324,000 ,

which includes original issue discount and financing costs of $ 49,000 .

The notes are due on January 15, 2025 , and a one-time

interest charge of 12 % and 14 % , respectively, shall be applied.

Accrued, unpaid interest and outstanding principal

on the $ 146,900 note shall be paid in 10 payments each in the amount of $ 16,453 beginning on April 15, 2024;

accrued, unpaid

interest and outstanding principal on the $ 177,100 note shall be paid in 5 payments, one payment of $ 100,947 and four payments

of $ 25,237 , beginning in September 2024.

The notes are convertible at the option of the holders at any time following an event

of default, and the conversion price is 75% multiplied by the lowest trading price of Company’s common stock during the 10 trading

days prior to the conversion date .

the six months ended June 30, 2024 and 2023, the Company recorded interest expense of $ 345,092 and $ 3,417 and recognized amortization

of discount, included in interest expense, of $ 400,278 and $ 3,476 , respectively.

8 – STOCKHOLDERS’ EQUITY

Company’s authorized capital consists of 300,000,000 shares of common stock with a par value of $ 0.001 per

the six months ended June 30, 2024, the Company issued 7,427,570 shares of common stock, valued at fair market value on issuance

Additionally, during the nine months ended September

30, 2024, the Company borrowed amounts from a third party totaling $ 665,360 , which includes original issue discount and financing

costs of $ 105,360 .

March 7, 2024

10 payments each in the amount of $ 16,453 beginning on April 15, 2024

March 7, 2024

January 15, 2025

5 payments , one payment of $ 100,947 and four payments of $ 25,237 , beginning in September 2024

July 10, 2024

April 30, 2025

9 payments each in the amount of $ 22,724 beginning on August 30, 2024

September 16, 2024

July 15, 2025

5 payments , one payment of $ 86,617 and four payments of $ 21,654 , beginning in March 2025

The notes are convertible at the option

of the holders at any time following an event of default, and the conversion price is 75% multiplied by the lowest trading price of Company’s

common stock during the 10 trading days prior to the conversion date.

During the nine months ended September

30, 2024, the Company converted notes with principal amounts of $ 333,333 and conversion fee of $ 3,750 into 3,064,394 shares

of common stock.

NOTE 8 – STOCKHOLDERS’ EQUITY

The Company’s authorized capital consists

of 300,000,000 shares of common stock with a par value of $ 0.001 per share.

During the nine months ended September 30, 2024,

the Company issued 14,047,021 shares of common stock, valued at fair market value on issuance as follows:

• 450,000 shares for compensation to our directors valued at $ 109,485 ;

• 1,770,000 shares for settlement of debt valued at $ 279,660 ;

shares in connection with convertible notes valued at $ 597,777 ;

• 3,535,354 shares in conjunction with convertible notes valued at $ 597,777 ;

• 5,227,273 shares for exercise of warrants for $ 575,000 ;

of June 30, 2024 and December 31, 2023, 179,557,200 and 172,129,630 shares of common stock were issued and outstanding,

respectively.

Company’s authorized capital consists of 1,200,000 shares of preferred stock with a par value of $ 0.001 per

A Preferred Stock

November 3, 2020, pursuant to Article III of our Articles of Incorporation, our Board of Directors voted to designate a class of preferred

stock entitled Series A Preferred Stock, consisting of up 10,000 shares, par value $ 0.001 .

Under the Certificate

of Designation, holders of Series A Preferred Stock will participate on an equal basis per-share with holders of our common stock

in any distribution upon winding up, dissolution, or liquidation .

Holders of Series A Preferred Stock are entitled to vote together

with the holders of our common stock on all matters submitted to stockholders at a rate of 51% of the total vote of stockholders .

rights of the holders of Series A Preferred Stock are defined in the relevant Certificate of Designation filed with the Nevada Secretary

of State on November 3, 2020

of June 30, 2024 and December 31, 2023, 10,000 shares of Series A Preferred Stock were issued and outstanding.

B Preferred Stock

November 11, 2020, pursuant to Article III of our Articles of Incorporation, our Board of Directors voted to designate a class of preferred

stock entitled Series B Preferred Stock, consisting of up 200,000 shares, par value $ 0.001 .

Under the Certificate

of Designation, holders of Series B Preferred Stock will receive a liquidation preference of $81 per share in any distribution

upon winding up, dissolution, or liquidation of the Company before junior security holders, as provided in the designation .

of Series B Preferred Stock are entitled to receive as, when, and if declared by the Board of Directors, dividends in kind at an annual

rate equal to twenty four percent (24%) of $81 per share for each of the then outstanding shares of Series B Preferred Stock, calculated

on the basis of a 360-day year consisting of twelve 30-day months .

Holders of Series B Preferred Stock do not have voting rights but may

convert into common stock after twelve months from the issuance date, at a conversion rate of one thousand (1,000) shares of Common Stock

for every one (1) share of Series B Preferred Stock.

Upon conversion, the shares are subject to a one-year restriction on sales into

the market of no more than 5% previous month’s stock liquidity .

of June 30, 2024 and December 31, 2023, 31,080 shares of Series B Preferred Stock were issued and outstanding.

C Preferred Stock

January 7, 2021, pursuant to Article III of our Articles of Incorporation, our Board of Directors voted to designate a class of preferred

stock entitled Series C Preferred Stock, consisting of up 200,000 shares, par value $ 0.001 .

Under the Certificate

of Designation, holders of Series C Preferred Stock will rank junior to the Series B Preferred Stock, but on par with common stock and

Series A Preferred Stock in any distribution upon winding up, dissolution, or liquidation of the company, as provided in the designation .

holders of shares of Series C Preferred Stock have no dividend rights except as may be declared by the Board in its sole and absolute

discretion, out of funds legally available for that purpose .

Holders of Series C Preferred Stock do not have voting rights but may

convert into common stock after twenty four months from the issuance date, at a conversion rate of one thousand (1,000) shares of Common

Stock for every one (1) share of Series C Preferred Stock.

Upon conversion, the shares are subject to a one-year restriction on sales

into the market of no more than 5% previous month’s stock liquidity .

rights of the holders of Series C Preferred Stock are defined in the relevant Certificate of Designation filed with the Nevada Secretary

of State on January 7, 2021.

of June 30, 2024 and December 31, 2023, no Series C Preferred Stock was issued or outstanding.

D Preferred Stock

November 3, 2023, pursuant to Article III of our Articles of Incorporation, our Board of Directors voted to designate a class of preferred

stock entitled Series D Preferred Stock, consisting of up 75,000 shares, par value $ 0.001 .

Under the Certificate of Designation,

in the event of any dissolution, liquidation or winding up of the Corporation, the Holders of Series D Preferred Stock shall be entitled

to participate in any distribution out of the assets of the Corporation before the holders of the Common Stock, Series A Preferred Stock

and Series C Preferred Stock, but shall be considered on parity to the liquidation rights of the Series B Preferred Stockholders .

of shares of Series D Preferred Stock have no dividend rights except as may be declared by the Board in its sole and absolute discretion ,

out of funds legally available for that purpose.

Holders of Series D Preferred Stock do not have voting rights but may

convert into common stock at a conversion rate of one thousand (1,000) shares of Common Stock for every one (1) share of Series D Preferred

rights of the holders of Series D Preferred Stock are defined in the relevant Certificate of Designation filed with the Nevada Secretary

of State on November 3, 2023.

of June 30, 2024 and December 31, 2023, no Series D Preferred Stock was issued or outstanding.

9 - RELATED PARTY TRANSACTIONS

from related party

of June 30, 2024 and December 31, 2023, the Company had amounts due from related parties of $ 661,087 and $ 340,515 , respectively.

The loans are unsecured, non-interest bearing and due on demand.

to related parties

of June 30, 2024 and December 31, 2023, the Company had amounts due to related parties of $ 26,613 .

The amounts are unsecured, non-interest

• 3,064,394 shares for conversion of debt of $ 337,083 .

As of September 30, 2024 and December 31, 2023, 186,176,651 and 172,129,630 shares

of common stock were issued and outstanding, respectively.

Stock payable

During the nine months ended September

30, 2024, the Company received cash of $ 100,000 for 2,450,000 shares to be issued.

As of September 30, 2024 and December

31, 2023, the Company recorded stock payable of $ 171,061 and $ 71,061 under additional paid in capital for 2,586,452 and 136,452 shares

to be issued, respectively.

Preferred Stock

The Company’s authorized capital consists

of 1,200,000 shares of preferred stock with a par value of $ 0.001 per share.

Series A Preferred Stock

On November 3, 2020, pursuant to Article III

of our Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock entitled Series A Preferred Stock,

consisting of up 10,000 shares, par value $ 0.001 .

Under the Certificate of Designation, holders of Series A Preferred

Stock will participate on an equal basis per-share with holders of our common stock in any distribution upon winding up, dissolution,

or liquidation .

Holders of Series A Preferred Stock are entitled to vote together with the holders of our common stock on all matters

submitted to stockholders at a rate of 51% of the total vote of stockholders .

The rights of the holders of Series A Preferred

Stock are defined in the relevant Certificate of Designation filed with the Nevada Secretary of State on November 3, 2020

As of September 30, 2024 and December 31, 2023, 10,000 shares

of Series A Preferred Stock were issued and outstanding.

Series B Preferred Stock

On November 11, 2020, pursuant to Article III

of our Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock entitled Series B Preferred Stock,

consisting of up 200,000 shares, par value $ 0.001 .

Under the Certificate of Designation, holders of Series B Preferred

Stock will receive a liquidation preference of $81 per share in any distribution upon winding up, dissolution, or liquidation

of the Company before junior security holders, as provided in the designation .

Holders of Series B Preferred Stock are entitled to

receive as, when, and if declared by the Board of Directors, dividends in kind at an annual rate equal to twenty four percent (24%) of

$81 per share for each of the then outstanding shares of Series B Preferred Stock, calculated on the basis of a 360-day year consisting

of twelve 30-day months .

Holders of Series B Preferred Stock do not have voting rights but may convert into common stock

after twelve months from the issuance date, at a conversion rate of one thousand (1,000) shares of Common Stock for every one (1) share

of Series B Preferred Stock.

Upon conversion, the shares are subject to a one-year restriction on sales into the market of no more than

5% previous month’s stock liquidity .

As of September 30, 2024 and December 31, 2023, 31,080 shares

of Series B Preferred Stock were issued and outstanding.

Series C Preferred Stock

On January 7, 2021, pursuant to Article III of

our Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock entitled Series C Preferred Stock,

consisting of up 200,000 shares, par value $ 0.001 .

Under the Certificate of Designation, holders of Series C Preferred

Stock will rank junior to the Series B Preferred Stock, but on par with common stock and Series A Preferred Stock in any distribution

upon winding up, dissolution, or liquidation of the company, as provided in the designation .

The holders of shares of Series C Preferred

Stock have no dividend rights except as may be declared by the Board in its sole and absolute discretion, out of funds legally available

for that purpose .

Holders of Series C Preferred Stock do not have voting rights but may convert into common stock after

twenty four months from the issuance date, at a conversion rate of one thousand (1,000) shares of Common Stock for every one (1) share

of Series C Preferred Stock.

Upon conversion, the shares are subject to a one-year restriction on sales into the market of no more than

5% previous month’s stock liquidity .

The rights of the holders of Series C Preferred

Stock are defined in the relevant Certificate of Designation filed with the Nevada Secretary of State on January 7, 2021.

As of September 30, 2024 and December 31, 2023, no Series

C Preferred Stock was issued or outstanding.

Series D Preferred Stock

On November 3, 2023, pursuant to Article III

of our Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock entitled Series D Preferred Stock,

consisting of up 75,000 shares, par value $ 0.001 .

Under the Certificate of Designation, in the event of any dissolution,

liquidation or winding up of the Corporation, the Holders of Series D Preferred Stock shall be entitled to participate in any distribution

out of the assets of the Corporation before the holders of the Common Stock, Series A Preferred Stock and Series C Preferred Stock, but

shall be considered on parity to the liquidation rights of the Series B Preferred Stockholders .

The holders of shares of Series

D Preferred Stock have no dividend rights except as may be declared by the Board in its sole and absolute discretion, out of funds legally

available for that purpose .

Holders of Series D Preferred Stock do not have voting rights but may convert into common stock

at a conversion rate of one thousand (1,000) shares of Common Stock for every one (1) share of Series D Preferred Stock .

The rights of the holders of Series D Preferred

Stock are defined in the relevant Certificate of Designation filed with the Nevada Secretary of State on November 3, 2023.

As of September 30, 2024 and December 31, 2023, no Series

D Preferred Stock was issued or outstanding.

NOTE 9 - RELATED PARTY TRANSACTIONS

Due from related party

As of September 30, 2024 and December 31, 2023,

the Company had amounts due from related parties of $ 635,715 and $ 340,515 , respectively.

The loans are unsecured, non-interest

bearing and due on demand.

the six months ended June 30, 2024 and 2023, the Company recorded management salaries of $ 423,000 and $ 270,000 , respectively,

and stock-based compensation bonuses of $ 77,665 and $ 18,130 , respectively.

of June 30, 2024 and December 31, 2023, the Company recorded and accrued management salaries of $ 205,627 and $ 100,128 ,

respectively.

10 – COMMITMENTS AND CONTINGENCIES

and Long-term Contracts

Company has not entered into any long-term leases, contracts or commitments.

The Company leases facilities which the term is 12

For the six months ended June 30, 2024 and 2023, the Company incurred rent expense of $ 14,028 and $ 2,137 ,

respectively.

11 – ACQUISITION

19, 2024 , we entered into a Share Purchase Agreement (“Purchase Agreement”) with Yukon River Holdings, Ltd.

River”), a corporation formed under the laws 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 QXTEL LIMITED (“QXTEL”), a company incorporated

in England and Wales.

purchase price (the “Purchase Price”) payable to the Seller for the shares is $ 5,000,000 .

Upon the execution of the

Purchase Agreement, we agreed to deposit $ 1,500,000 of the Purchase Price into the trust account of a law firm acting as escrow

agent (the “Escrow Agent”) as a nonrefundable deposit to evidence our good faith intention to purchase the shares, which

was credited against the Purchase Price.

closing, in addition to the $ 1,500,000 with the Escrow Agent that formed part of the Purchase Price, we were required to pay $ 1,500,000 in cash and $ 2,000,000 to the Seller,

either (A) in the form of a promissory note (the “Promissory Note”), or (B) by the delivery of iQSTEL shares to Seller.

could decide the form of payment between the Promissory Note or the shares of iQSTEL, and if a Promissory Note was chosen, we agreed

to allow Seller the option to exchange the Promissory Note for shares of iQSTEL .

On June 27, 2024, we entered into a second amendment to the Purchase Agreement (the “Amendment”) that required us to issue

an amended and restated promissory note to the Seller.

We have paid down $ 200,000 of the note, so the amended and restated promissory

note was issued in the principal amount of US $ 1,800,000 .

The amended and restated promissory note also changed the payment structure,

from installment payments of $ 200,000 for each of the months of May through November ($1,400,000) with a balloon payment of $ 600,000 ,

to monthly installments of $ 75,000 plus interest during 2024, and $ 212,500 plus interest during the first 6 months of 2025 .

also revised the Earnout Payment due to the Seller.

The Earnout Payment was redefined at $ 721,035 net income, to be achieved in

Q2, Q3 and Q4 of 2024.

The $ 1,000,000 payment that IQSTEL has to pay upon achievement of the Earnout Payment will be paid during the

first half of 2025, in monthly installments.

the six months ended June 30, 2024, the Company repaid a note payable of $ 275,000 .

acquisition was closed on April 1, 2024.

Due to related parties

As of September 30, 2024 and December 31, 2023,

the Company had amounts due to related parties of $ 26,613 .

The amounts are unsecured, non-interest bearing and due on demand.

Employment agreements

During the nine months ended September 30, 2024

and 2023, the Company recorded management salaries of $ 634,500 and $ 402,000 , respectively, and stock-based compensation

bonuses of $ 109,485 and $ 30,945 , respectively.

As of September 30, 2024 and December 31, 2023,

the Company recorded and accrued management salaries of $ 316,448 and $ 100,128 , respectively.

NOTE 10 – COMMITMENTS AND CONTINGENCIES

Leases and Long-term Contracts

The Company has not entered into any long-term

leases, contracts or commitments.

The Company leases facilities which the term is 12 months .

For the nine months ended September

30, 2024 and 2023, the Company incurred rent expense of $ 21,335 and $ 4,048 , respectively.

NOTE 11 – ACQUISITION

On January 19, 2024 , we entered into a Share

Purchase Agreement (“Purchase Agreement”) with Yukon River Holdings, Ltd.

(“Yukon River”), a corporation formed

under the laws 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 QXTEL LIMITED (“QXTEL”), a company incorporated in England and Wales.

The purchase price (the “Purchase Price”)

payable to the Seller for the shares is $ 5,000,000 .

Upon the execution of the Purchase Agreement, we agreed to deposit $ 1,500,000 of

the Purchase Price into the trust account of a law firm acting as escrow agent (the “Escrow Agent”) as a nonrefundable deposit

to evidence our good faith intention to purchase the shares, which was credited against the Purchase Price.

At closing, in addition to the $ 1,500,000 with

the Escrow Agent that formed part of the Purchase Price, we were required to pay $ 1,500,000 in cash and $ 2,000,000 to

the Seller, either (A) in the form of a promissory note (the “Promissory Note”), or (B) by the delivery of iQSTEL shares to

Seller could decide the form of payment between the Promissory Note or the shares of iQSTEL, and if a Promissory Note was chosen,

we agreed to allow Seller the option to exchange the Promissory Note for shares of iQSTEL.

On June 27, 2024, we entered into a second

amendment to the Purchase Agreement (the “Amendment”) that required us to issue an amended and restated promissory note to

We had paid down $ 200,000 of the note, so the amended and restated promissory note was issued in the principal amount

of US $ 1,800,000 .

The amended and restated promissory note also changed the payment structure, from installment payments of $ 200,000 for

each of the months of May through November ($1,400,000) with a balloon payment of $ 600,000 , to monthly installments of $ 75,000 plus

interest during 2024, and $ 212,500 plus interest during the first 6 months of 2025.

We also revised the Earnout Payment

due to the Seller.

The Earnout Payment was redefined at $ 721,035 net income, to be achieved in Q2, Q3 and Q4 of 2024 .

The $ 1,000,000 payment

that IQSTEL has to pay upon achievement of the Earnout Payment will be paid during the first half of 2025, in monthly installments.

During the nine months ended September 30, 2024,

the Company repaid $ 500,000 on the Promissory Note.

The acquisition was closed on April 1, 2024 .

has been included in our consolidated results of operations since the acquisition date.

following table summarizes the fair value of the consideration paid by the Company:

Fair Value of

Consideration:

Purchase Price

following table summarizes the preliminary identifiable assets acquired and liabilities assumed upon acquisition of QXTEL and the

calculation of goodwill:

purchase price

related party

identifiable assets

( 14,796,505 )

current liabilities

liabilities assumed

The following table summarizes the fair value

of the consideration paid by the Company:

Fair Value of Consideration:

Promissory note

Contingent liability

Total Purchase Price

The following table summarizes the preliminary

identifiable assets acquired and liabilities assumed upon acquisition of QXTEL and the calculation of goodwill:

Total purchase price

Accounts receivable

Due from related party

Total identifiable assets

Accounts payable

( 14,796,505 )

Non-controlling

interest - 49%

combined proforma results of operations for the six months ended June 30, 2024 and 2023 as though the Company acquired QXTEL on January

1, 2023, are set forth below:

Other current liabilities

Total liabilities assumed

( 15,200,089 )

income (expense)

Non-controlling interest - 49%

Total net assets

Unaudited combined proforma results of

operations for the nine months ended September 30, 2024 and 2023 as though the Company acquired QXTEL on January 1, 2023, are set forth

Nine Months Ended

September 30,

$ 212,029,873

$ 156,944,034

June 30, 2024 and December 31, 2023, the Company operates in one industry segment, telecommunication services, and three geographic segments,

USA, UK and Switzerland, where current assets and equipment are located .

following table shows operating activities information by geographic segment for the three and six months ended June 30, 2024 and 2023:

months ended June 30, 2024

NOTE 12 - SEGMENT - Operating Activities by Geographic Segment

Cost of revenues

Operating expenses

Operating loss

Other income (expense)

( 2,646,275 )

and administration

income (loss)

income (expense)

Net income (loss)

$ ( 3,424,306 )

NOTE 12 - SEGMENT

At September 30, 2024 and December 31, 2023,

the Company operates in one industry segment, telecommunication services, and three geographic segments, USA, UK and Switzerland, where

current assets and equipment are located .

Operating Activities

The following table shows operating activities

information by geographic segment for the three and nine months ended September 30, 2024 and 2023:

Three months ended September 30, 2024

NOTE 12 - SEGMENT - Schedule of Operating Activities Information by Geographic Segment

$ ( 605,513 )

income (loss)

Cost of revenue

Operating expenses

General and administration

Operating income (loss)

Other expense

Income tax expense

Net income (loss)

$ ( 946,652 )

$ ( 773,004 )

months ended June 30, 2023

Three months ended September 30, 2023

$ ( 1,131,378 )

Cost of revenue

( 1,131,378 )

and administration

income (expense)

Operating expenses

General and administration

Operating income

Other expense

Nine months ended September 30, 2024

$ 135,649,542

$ ( 3,136,431 )

months ended June 30, 2024

$ 184,346,412

Cost of revenue

( 2,903,642 )

Operating expenses

General and administration

Operating income (loss)

( 1,115,156 )

and administration

income (loss)

income (expense)

Other income (expense)

( 2,666,763 )

( 2,646,275 )

income (loss)

Income tax expense

Net income (loss)

$ ( 3,781,919 )

$ ( 3,317,107 )

months ended June 30, 2023

Nine months ended September 30, 2023

$ ( 4,129,344 )

Cost of revenue

( 4,129,344 )

and administration

(loss) income

income (expense)

Operating expenses

General and administration

Operating income (loss)

Other income (expense)

Net income (loss)

$ ( 298,694 )

$ ( 274,557 )

following table shows asset information by geographic segment as of June 30, 2024 and December 31, 2023:

Asset Information

The following table shows asset information

by geographic segment as of September 30, 2024 and December 31, 2023:

12 - SEGMENT - Schedule of Asset Information by Geographic Segment

September 30, 2024

Current assets

$ ( 712,903 )

Non-current assets

$ ( 12,184,562 )

Current liabilities

$ ( 712,903 )

Non-current liabilities

December 31, 2023

$ ( 693,424 )

1 unchanged sentence

$ ( 693,424 )

13 – WARRANTS

February 12, 2024, we issued a Common Stock Purchase Option (the “Option”) to ADI Funding LLC (“ADI Funding”)

for $ 100,000 that expires on December 31, 2024, for the right to acquire up to 10,000,000 shares of common stock.

The exercise price

per share of the common stock under the Option shall be (i) 70% of the VWAP of the common stock during the then 10 Trading Days immediately

preceding, but not including the date of exercise if the VWAP is below $2.00 or (ii) seventy five percent (75%) of the VWAP of the common

stock during the then 10 Trading Days immediately preceding, but not including the date of exercise if the VWAP is equal or above $2.00.

Funding has the right and the obligation to exercise, on a “cash basis”, not less than (i) 2,000,000 of the shares of common

stock underlying the option not later than the later of March 31, 2024 or the date on which there is an effective registration statement

permitting the resale of the shares by ADI Funding.

From and after the occurrence of the above-referenced exercise, each additional exercise

of the Option shall be in an amount not less than 1,000,000 shares, which shall occur every thirty (30) days and shall be exercised only

on a cash basis.

ADI Funding’s obligation to exercise each specified portion of the Option is subject to the exercise price being

not less than $0.11

the Company issues securities less than the exercise price of the option, ADI Funding has a right to also use that lesser price in the

exercise of its Option.

The Option also contains rights to any company distributions and consideration in fundamental transactions.

Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s

specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”)

and ASC 815, Derivatives and Hedging (“ASC 815”).

The assessment considers whether the warrants are freestanding financial

instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements

for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common shares and

whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s

control, among other conditions for equity classification.

This assessment, which requires the use of professional judgment, is conducted

at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

Company determined that the warrants had net cash settlement and categorized the warrants as a liability in the accompanying consolidated

financial statements.

summary of activity regarding warrants issued as follows:

Average Remaining

NOTE 13 – WARRANTS

On February 12, 2024, we issued a Common Stock

Purchase Option (the “Option”) to ADI Funding LLC (“ADI Funding”) for $ 100,000 that expires on

December 31, 2024, for the right to acquire up to 10,000,000 shares of common stock.

The exercise price per share of the

common stock under the Option shall be (i) 70% of the VWAP of the common stock during the then 10 Trading Days immediately preceding,

but not including the date of exercise if the VWAP is below $2.00 or (ii) seventy five percent (75%) of the VWAP of the common stock during

the then 10 Trading Days immediately preceding, but not including the date of exercise if the VWAP is equal or above $2.00 .

ADI Funding has the right and the obligation

to exercise, on a “cash basis”, not less than (i) 2,000,000 of the shares of common stock underlying the option not later

than the later of March 31, 2024 or the date on which there is an effective registration statement permitting the resale of the shares

by ADI Funding.

From and after the occurrence of the above-referenced exercise, each additional exercise of the Option shall be in an

amount not less than 1,000,000 shares, which shall occur every thirty (30) days and shall be exercised only on a cash basis.

ADI Funding’s

obligation to exercise each specified portion of the Option is subject to the exercise price being not less than $0.11

If the Company issues securities less than the

exercise price of the option, ADI Funding has a right to also use that lesser price in the exercise of its Option.

The Option also contains

rights to any Company distributions and consideration in fundamental transactions.

The Company accounts for warrants as either equity-classified

or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance

in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC

The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition

of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including

whether the warrants are indexed to the Company’s own common shares and whether the warrant holders could potentially require “net

cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification.

assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly

period end date while the warrants are outstanding.

The Company determined that the warrants had

net cash settlement and categorized the warrants as a liability in the accompanying consolidated financial statements.

A summary of activity regarding warrants

issued as follows:

Weighted Average

Weighted Average Remaining

life (in years)

December 31, 2023

Outstanding, December 31, 2023

( 5,227,273 )

Forfeited/canceled

June 30, 2024

intrinsic value of the warrants as of June 30, 2024 is approximately $ 680,000 .

All of the outstanding warrants are exercisable as of June 30, 2024;

however, each exercise is subject to a beneficial ownership

limitation of 4.99 %

of the Company’s outstanding common stock, which, upon

notice, may be increased to 9.99 % .

Value Assumptions Used in Accounting for Derivative Liabilities

815 requires we assess the fair market value of derivative liabilities at the end of each reporting period and recognize any change in

the fair market value as other income or expense.

Company determined our derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate

the fair value as of June 30, 2024.

Outstanding, September 30, 2024

The intrinsic value of the warrants as of September

30, 2024 is approximately $ 253,000 .

All of the outstanding warrants are exercisable as of September 30, 2024;

however, each exercise

is subject to a beneficial ownership limitation of 4.99 % of the Company’s outstanding common stock, which, upon notice,

may be increased to 9.99 % .

Fair Value Assumptions Used in Accounting

for Derivative Liabilities

ASC 815 requires we assess the fair market value

of derivative liabilities at the end of each reporting period and recognize any change in the fair market value as other income or expense.

The Company determined our derivative liabilities

to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the fair value as of September 30, 2024.

The Black-Scholes model requires six basic data inputs:

the exercise or strike price, time to expiration,

the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate.

Changes to these inputs could produce a significantly higher or lower fair value measurement.

of June 30, 2024, the estimated fair values of the liabilities measured on a recurring basis are as follows:

of June 30, 2024

Exercise price

the exercise or strike price, time to expiration, the risk-free interest rate,

the current stock price, the estimated volatility of the stock price in the future, and the dividend rate.

Changes to these inputs could

produce a significantly higher or lower fair value measurement.

As of September 30, 2024, the estimated

fair values of the liabilities measured on a recurring basis are as follows:

Expected term

0.25 - 0.65 years

Expected average volatility

dividend yield

interest rate

following table summarizes the changes in the derivative liabilities during the six months ended June 30, 2024:

Fair Value Measurements Using Significant Observable Inputs (Level 3)

Expected dividend yield

Risk-free interest rate

4.73 % - 5.44 %

The following table summarizes the changes in

the derivative liabilities during the nine months ended September 30, 2024:

Fair Value Measurements Using Significant Observable

Inputs (Level 3)

Balance - December 31, 2023

Addition of new derivatives recognized as cash received

Settled on issuance of common stock

Change in fair value of derivative liabilities

Balance - June 30, 2024

14 – SUBSEQUENT EVENTS

Subsequent to

June 30, 2024, and through the date that these financials were made available, the Company had the following subsequent events:

Exercise on issuance of common stock

Change in fair value of the warrant

Balance - September 30, 2024

NOTE 14 – SUBSEQUENT EVENTS

Subsequent to September 30, 2024, and through

the date that these financials were made available, the Company had the following subsequent events:

On May 10, 2024, the Company entered into a Purchase

Company Agreement (“Purchase Company Agreement”) with Omar Luna and Lynk Holding LLC (together, the “Seller”)

concerning the sale by Seller and the purchase by us of 51% of the membership interests the Seller holds in Lynk Telecom, LLC, a Virginia

limited liability company (“Lynk Telecom”).

The closing of the Purchase Company Agreement is expected to occur, once due

diligence has been completed, during the third quarter of fiscal year 2024, although there are no assurances that the deal will close

Lynk Telecom provides certified business telephone,

SMS, connectivity, and networking services across various sectors in the United States.

Lynk Holding LLC recently acquired selected assets

from a company known as Voyce Telecom, and Lynk Holding LLC has the obligation to pay the shareholders of Voyce Telecom the purchase price

in that acquisition, which is outstanding.

The Purchase Price for 51% of the membership interests

of Lynk Telecom is US $1,500,000, and this amount will be paid by the Seller to the Buyer in 12 consecutive monthly cash payments of US$

125,000 each.

The Seller agrees to use these funds for the amortization of the payments that it owes to Voyce in relation to the contract

between Lynk Holding and Voyce Telecom.

we have paid the $1,500,000 for the acquisition of Lynk Telecom, and Lynk Telecom has achieved the business goals outlined in the Purchase

Company Agreement, under what we refer to as “Phase I,” we have agreed to lend up to US$1,500,000 to Lynk Telecom, in installments

of up to US$100,000 per month, to be used solely for marketing campaigns, promotion and development of the retail services, according

to a business plan that has to be approved by Lynk Telecom’s board of directors.

disbursements of this loan will be subject to the achievements of the quarterly goals set in the business plan of Lynk Telecom.

retail business plan will have the aim of achieving the objective of generating a minimum of US$200,000 in operating income per month,

with intermediate staggered quarterly goals.

the completion of Phase I, and the business goals in the Purchase Company Agreement have been achieved, we have agreed to lend Lynk Telecom

up to US$1,500,000 in at least three stages, each of up to US$500,000 per year to help accelerate the amortization of the debt Lynk Holding

LLC has with the Voyce Telecom shareholders.

These loans would be linked to compliance with the financial statements for fiscal years

2026, 2027, 2028, 2029 and 2030.

The goals for these years will be defined posteriori by the parties and approved by Lynk Telecom’s

Board of Directors.

The payment of this loan will be guaranteed with the portion of dividends that correspond to Lynk Holding LLC when

Lynk Telecom makes a dividend distribution.

as a result of operations, Lynk Telecom does not reach the projections in the Purchase Company Agreement, and the business plan for the

years 2026, 2027, 2028, 2029 and 2030 approved by Lynk Telecom´s Board of Directors, we may retain the stipulated loan.

Telecom surpassed the projections in the Purchase Company Agreement, we have agreed to true up the purchase price, with details of the

true up contained in the Purchase Company Agreement.

this Purchase Company Agreement is signed, the manager of Lynk Telecom, Omar Luna, is expected to enter into a 3-year employment agreement

with Lynk Telecom, that will be executed before the closing date, renewable for a 2-year period to guarantee the operational continuity

of Lynk Telecom and the implementation of a business plan that will lead Lynk Telecom into a productive company with positive net income

as established in the Purchase Company Agreement.

Telecom shall have a Board of Directors composed of 3 members:

2 of the members shall be appointed by us and the remaining member shall

be appointed by the Seller.

The position of President and Secretary will be reserved for us.

closing of the Purchase Agreement is subject to, among other things, Lynk Telecom having prepared all accounting information in accordance

with SEC standards in such a manner that any audit of the Company, if required, may be performed.

Company Agreement with Omar Luna and Lynk Holding LLC (together, the “Seller”) concerning the sale by Seller and the purchase

by us of 51% of the membership interests the Seller holds in Lynk Telecom, LLC, a Virginia limited liability company.

The Company subsequently

elected to halt the due diligence and there are no assurances that the proposed deal will close as planned.

On October 18, 2024, we entered into a Memorandum

of Understanding (the “Agreement”) with M2B Funding Corp.

to extend the maturity date on three promissory notes in exchange

for stock consideration.

Pursuant to the Agreement, the following promissory notes were extended by 12 months from their original date

Originally due January 1, 2025, with an outstanding amount of $1,888,888.89, now extended to January 1, 2026.

Originally due March 12, 2025, with an outstanding amount of $1,111,111.11, now extended to March 12, 2026.

Originally due March 25, 2025, with an outstanding amount of $555,555.56, now extended to March 25, 2026.

In consideration for this extension, we agreed

to issue 646,467 restricted common shares to M2B Funding Corp.

On November 1, 2024, we entered into a

binding Memorandum of Understanding (the “Agreement”) with Mr.

Ralf Koehler ("Ralf"), SwissLink Carrier Ltd., ("SwissLink")

and Impact Trading & Consulting LLC ("Impact") for the purpose of outlining the understanding regarding the exchange of

49% ownership in SwissLink for our shares.

Pursuant to the Agreement, the parties agreed that the execution of the final agreement will

be subject to mutual consent and negotiations based on the terms already agreed below:

• The agreed valuation to purchase

Ralf’s 49% ownership interest in SwissLink is set at $750,000 USD.

• The term of this agreement will

be for five (5) years plus six (6) months (“Termination Date”), commencing on the date of the execution of the final agreement

("Final Agreement").

• Ownership will be transferred

from Ralf to us in tranches, with each tranche comprising up to 10% of ownership per year.

• The option to execute each tranche

can be initiated by Ralf within each one-year period through the submission of a "trigger letter" by e-mail to us.

not exercise his right to trigger the agreement during any year, we reserve the right to initiate the tranche execution at any point thereafter.

• Share Calculation:

of iQSTEL shares to be provided in exchange for each tranche will be determined based on the lowest closing price of iQSTEL shares over

the 90 days preceding the delivery of the trigger letter.

Ralf will receive

a 20% discount on the above calculated share price;

provided however, that the above calculated share price, without the discount, shall

count toward the purchase price in determining whether Ralf has received the full $750,000 USD valuation for his 49% ownership interest

in SwissLink.

• If, after the execution of all

tranches, Ralf has not received the full $750,000 USD valuation, we or our legal successor will pay the difference in cash until the full

valuation is realized based on the Weighted Volume Average Price (WVAP) of our shares for the last 15 trading days prior to the Termination

Date for shares still in Ralf's possession, and/or the actual selling price for shares already sold by Ralf.

In addition, under the Agreement, Impact

agreed to render advisory services up to 60 hours per month to SwissLink and ETELIX, our wholly owned subsidiary, at 8,000 CHF per month

(excluding VAT) for a maximum of two years.

Next, SwissLink acknowledges a debt of

200,000 CHF owed to Ralf, which will be repaid in monthly installments of 8,000 CHF until the debt is fully repaid.

Finally, Ralf will continue to grant SwissLink

non-exclusive access to the VAMP platform, with the same cost and expense structure as outlined in the Share Purchase Agreement between

iQSTEL and Ralf, dated April 1, 2019.

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

What changed 10-Q

Item 1. Financial Statements