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Item 1. Business

2025-03-31 compared with 2024-04-01 · 431 added, 317 removed, 13 unchanged (98% of the section changed)

Company Description

(the “Company”) (OTCQX:

IQST) (www.iqstel.com) is a technology company with presence in 19 countries and 70 employees that is offering leading-edge services through

its business divisions.

Our Telecom Division, which

represents the majority of current operations and which also represents the source for all of our revenues for the financial periods presented,

offers VoIP, SMS, proprietary Internet of Things (IoT) solutions (www.iotsmartgas.com and www.iotsmarttank.com), and international fiber-optic

connectivity through its subsidiaries:

Etelix (www.etelix.com), SwissLink Carrier (www.swisslink-carrier.com), Smartbiz Telecom (www.smartbiztel.com),

Whisl Telecom (www.whisl.com), IoT Labs (www.iotlabs.mx), and QGlobal SMS (www.qglobalsms.com).

Our developing Fintech Business

Line (www.globalmoneyone.com) (www.maxmo.vip) offers a complete Fintech ecosystem MasterCard Debit Card, US Bank Account (No SSN Needed),

Mobile App/Wallet (Remittances, Mobile Top Up).

Our Fintech subsidiary, Global Money One, is to provide immigrants access to reliable

financial services that makes it easier to manage their money and stay connected with their families back home.

Our developing BlockChain

Platform Business Line (www.itsbchain.com) offers our proprietary Mobile Number Portability Application (MNPA) to serve the in-country

portability needs through its subsidiary, itsBchain.

Our developing Electric Vehicle

(EV) Business Line (www.evoss.net) offers electric motorcycles for work and recreational use in the USA, Spain, Portugal, Panama, Colombia,

and Venezuela.

(www.IQSTEL.com) is a technology company with a presence in 20 countries (Argentina, Armenia, Austria, Canada, Colombia, Germany,

Greece, Guatemala, India, Italy, Pakistan, Romania, Serbia, Spain, Switzerland, Turkey, UAE, UK, USA and Venezuela) and over 100 employees

that offers leading-edge services through its four business divisions in the telecommunications, electric vehicle (EV), fintech, and

AI-enhanced metaverse industries.

Our presence is global, with offices in USA, Argentina, UK, Switzerland, Turkey, and Dubai, and we

target diverse and high-growth markets.

We maintain more than 603 high value network interconnections around the world, delivering international

voice, SMS, and connectivity services that form the core of our business.

The company’s strategy focuses on leveraging synergies

between its 9 subsidiaries to drive innovation and capture emerging opportunities.

Telecom Division, which represents the majority of current operations and which also represents the source for all of our revenues for

the financial periods presented, offers Voice over Internet Protocol (VoIP), SMS, proprietary Internet of Things (IoT) solutions (www.iotsmartgas.com

and www.iotsmarttank.com), and international fiber-optic connectivity through its subsidiaries:

Etelix (www.etelix.com), SwissLink Carrier

(www.swisslink-carrier.com), Smartbiz Telecom (www.smartbiztel.com), Whisl Telecom (www.whisl.com), IoT Labs (www.iotlabs.mx), QGlobal

SMS (www.qglobalsms.com), and QXTEL Limited (www.qxtel.com).

under the Telecom Division, our developing BlockChain Platform Business Line (www.itsbchain.com) offers our proprietary Mobile Number

Portability Application (MNPA) to serve the in-country portability needs through our subsidiary, itsBchain.

developing Fintech Business Line (www.globalmoneyone.com) (www.maxmo.vip) offers a complete Fintech ecosystem MasterCard Debit Card,

US Bank Account (No SSN Needed), Mobile App/Wallet (Remittances, Mobile Top Up).

Our Fintecsubsidiary, Global Money One, is to provide

immigrants access to reliable financial services that makes it easier to manage their money and stay connected with their families back

developing Electric Vehicle (EV) Business Line offers electric motorcycles for work and recreational use in the USA, Spain, Portugal,

Panama, Colombia.

EVOSS is also working on the development of an EV Mid Speed Car to serve the niche of the 2nd car in the family.

Our Artificial Intelligence

(AI)-Enhanced Metaverse Division (information and content) is currently developing a groundbreaking white-label solution designed specifically

for corporations, businesses, and the telecommunications industry.

Delivering a full suite of immersive content services, creating a

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

The features include up to four

simultaneous video screens for versatile content presentation, various virtual halls such as the main hall, home hall, auditorium, exhibition

space, shopping center, and meeting rooms.

Stands for mobile application downloads, clickable gates for immediate purchasing, and direct

communication tools are seamlessly integrated to foster collaboration, engagement, and interactivity.

It goes beyond traditional virtual

spaces by utilizing cutting-edge AI technology.

This ensures video conferencing and real-time communication with other users within the

Metaverse, offering our customers a collective and fully immersive experience that caters to diverse needs such as content acquisition,

entertainment, and shared virtual experiences.

It is a future-ready platform that encourages creativity, connectivity, and collaboration

like never before.

The information contained on our websites is not incorporated by reference

into this Quarterly Report on Form 10-Q and should not be considered part of this or any other report filed with the SEC.

Operating Subsidiaries

iQSTEL's mission is to serve basic human needs in today's modern world

by making the necessary tools accessible regardless of race, ethnicity, religion, socioeconomic status, or identity.

iQSTEL recognizes

that in today’s modern world, the pursuit of the human hierarchy of needs (physiological, safety, relationship, esteem, and self-actualization)

is marginalized without access to ubiquitous communications, the freedom of virtual banking, clean affordable mobility and information

iQSTEL has 4 Business Divisions delivering accessibly to the necessary tools in today's pursuit of basic human needs:

Telecommunications (communications).

2) Fintech (financial freedom).

3) Electric Vehicles (mobility).

4) Metaverse.

(Information and content).

The company continues to grow and expand its suite of products and services both organically and through mergers and acquisitions (M&A).

Our telecommunication business currently represents 100% of our revenues,

while our other business lines are in a pre-revenue stage.

Telecom Subsidiaries for voice services:

Etelix.com USA LLC , a wholly owned subsidiary of iQSTEL Inc., is

US based international telecom carrier founded in 2008 that provides telecom and technology solutions worldwide, with commercial presence

in North America, Latin America, and Europe.

Etelix provides International Long-Distance voice services for Telecommunications Operators

(ILD Wholesale), and Submarine Fiber Optic Network capacity for internet (4G and 5G).

Etelix is interconnected to the most important players in the industry,

with a very strong focus on Asian and Latin-American markets, among which it is worth mentioning:

China Telecom, PCCW, Hutchinson Telecom,

Vodafone India, KDDI, Airtel, Reliance, Viettel, TATA Communications, Flow Jamaica (Cable and Wireless Caribbean), Cable and Wireless

Panama, Millicom (TIGO), Telefonica de España (Movistar), Telecom Italia (TIM), Portugal Telecom (MEU), Optimus (NOS), Belgacom

(BICS), Deutsche Telekom, iBasis, Orbitel and Entel.

An important milestone in the evolution of Etelix was in 2013, when the

company become part of a consortium of major carriers for the upgrade of the Maya-1 submarine cable systems that runs from Hollywood,

Florida to the city of Tolu in Colombia.

This consortium is led by Orange Telecom and Orbitel, where Etelix participates with 10 Gbps

developing Artificial Intelligence (AI)-Enhanced Metaverse Division (information and content) (www.realityborder.com) is currently developing

a groundbreaking white-label solution designed specifically for corporations, businesses, and the telecommunications industry.

a full suite of immersive content services, creating a comprehensive virtual experience that can be accessed through the Web or our proprietary

The features include up to four simultaneous video screens for versatile content presentation, various virtual halls such

as the main hall, home hall, auditorium, exhibition space, shopping center, and meeting rooms.

Stands for mobile application downloads,

clickable gates for immediate purchasing, and direct communication tools are seamlessly integrated to foster collaboration, engagement,

and interactivity.

It goes beyond traditional virtual spaces by utilizing cutting-edge AI technology.

This ensures video conferencing

and real-time communication with other users within the Metaverse, offering our customers a collective and fully immersive experience

that caters to diverse needs such as content acquisition, entertainment, and shared virtual experiences.

It is a future-ready platform

that encourages creativity, connectivity, and collaboration like never before.

developing metaverse leverages advanced AI to introduce Non-Player Characters (NPCs) that significantly enhance user engagement and functionality

within virtual environments.

These NPCs are not mere static elements;

rather, they are powered by OpenAI's latest language models, enabling

dynamic interaction with users.

This AI-driven interaction allows NPCs to serve as sales and brand assistants, guiding users through

immersive experiences that can extend to purchasing products from external websites.

Furthermore, these intelligent agents can control

access to gated spaces within the metaverse based on user interactions, showcasing a personalized approach to user experience.

key innovation in our AI implementation is the NPCs' ability to autonomously make decisions based on their understanding of user interactions.

This is achieved through state-of-the-art natural language processing and understanding capabilities, which are supported in seven languages.

Additionally, our NPCs utilize advanced text-to-speech and speech-to-text technologies to facilitate seamless communication with users

across diverse linguistic backgrounds.

The incorporation of "function call" features further enhances the NPCs' ability to

perform complex tasks and interact meaningfully with the environment and the users.

reference to our technology as "cutting-edge" is grounded in our commitment to continuous improvement and innovation.

We consistently

integrate the latest advancements in AI, particularly in the areas of chatbots, language understanding, and user interaction technologies.

This ensures that our metaverse remains at the forefront of AI application in virtual spaces, offering an unparalleled user experience

that goes beyond traditional virtual environments.

are currently in an advanced phase of development, with ongoing enhancements to AI functionalities and user interaction models.

is dedicated to exploring and implementing the latest AI technologies to ensure that our metaverse remains a leading example of innovation

in virtual space technology.

information contained on our websites is not incorporated by reference into this annual report and should not be considered part of this

or any other report filed with the SEC.

mission is to serve basic human needs in today's modern world by making the necessary tools accessible regardless of race, ethnicity,

religion, socioeconomic status, or identity.

IQSTEL recognizes that in today’s modern world, the pursuit of the human hierarchy

of needs (physiological, safety, relationship, esteem, and self-actualization) is marginalized without access to ubiquitous communications,

the freedom of virtual banking, clean affordable mobility and information and content.

IQSTEL has 4 Business Divisions delivering accessibly

to the necessary tools in today's pursuit of basic human needs:

1) Telecommunications (communications), 2) Fintech (financial freedom),

3) Electric Vehicles (mobility), and 4) Metaverse (information and content).

The Company continues to grow and expand its suite of products

and services both organically and through mergers and acquisitions (M&A).

Our telecommunication

business currently represents 100% of our revenues, while our other business lines are in a pre-revenue stage.

Subsidiaries for voice services:

USA LLC , a wholly owned subsidiary of IQSTEL Inc., is a US based international telecom carrier founded in 2008 that provides telecom

and technology solutions worldwide, with commercial presence in North America, Latin America, and Europe.

Etelix provides International

Long-Distance voice services for Telecommunications Operators (ILD Wholesale), and Submarine Fiber Optic Network capacity for internet

is interconnected to the most important players in the industry, with a very strong focus on Asian and Latin-American markets, among

which it is worth mentioning:

China Telecom, PCCW, Hutchinson Telecom, Vodafone India, KDDI, Airtel, Reliance, Viettel, TATA Communications,

Flow Jamaica (Cable and Wireless Caribbean), Cable and Wireless Panama, Millicom (TIGO), Telefonica de España (Movistar), Telecom

Italia (TIM), Portugal Telecom (MEU), Optimus (NOS), Belgacom (BICS), Deutsche Telekom, iBasis, Orbitel and Entel.

important milestone in the evolution of Etelix was in 2013, when the company become part of a consortium of major carriers for the upgrade

of the Maya-1 submarine cable systems that runs from Hollywood, Florida to the city of Tolu in Colombia.

This consortium is led by Orange

Telecom and Orbitel, where Etelix participates with 10 Gbps of capacity.

The bulk of this contract was sold to Millicom (Tigo Costa Rica).

This capacity considerably enhanced Tigo’s ability

to deploy world-class 4G services to its customers in Costa Rica.

SwissLink Carrier AG is a 51% owned subsidiary of iQSTEL Inc.

Carrier AG is a Switzerland based international Telecommunications Carrier founded in 2015 providing international VoIP connectivity worldwide,

with commercial presence in Europe, CIS and Latin America.

This capacity considerably enhanced Tigo’s ability to deploy world-class 4G services to its customers in Costa Rica.

Carrier AG is a 51% owned subsidiary of IQSTEL Inc.

SwissLink Carrier AG is a Switzerland based international Telecommunications

Carrier founded in 2015 providing international VoIP connectivity worldwide, with commercial presence in Europe, CIS and Latin America.

SwissLink Carrier AG is a Swiss licensed Operator.

The acquisition of Swisslink

strengthened the Company’s presence in Europe putting us in a very competitive position to capture traffic to Asian and African

Africa continues to be the market with the higher contribution to margin and Asia concentrate one third of the termination

traffic in the industry.

Estimations show that more than 50% of the traffic terminating in Africa is originated from customers in Europe;

while the corresponding percentage of traffic terminated in Asia is close to 40%.

Based on these numbers the goal to expand the participation

in the Asian and African traffic goes through establishing a strong presence in Europe.

Whisl Telecom LLC .

Is a 51% owned

subsidiary of iQSTEL Inc., acquired in May 2022.

Whisl Telecom is an US based Company that provides high quality services and “out

of the box” solutions to its customers.

Whisl predominantly serves the Carrier-to-Carrier Global industry but also has network infrastructure

to provide services to the retail end users (endpoints).

Whisl Telecom is one of the few US carriers to have a significant Tier1 capacity

(true capacity with high calls per second, CPS) to terminate calls with the highest quality.

With the acquisition of Whisl Telecom,

iQSTEL incorporated to its telecom portfolio the following services:

The acquisition of Swisslink strengthened the Company’s presence in Europe putting

us in a very competitive position to capture traffic to Asian and African countries.

Africa continues to be the market with the higher

contribution to margin and Asia concentrates one third of the termination traffic in the industry.

Estimations show that more than 50%

of the traffic terminating in Africa - originated from customers in Europe;

while the corresponding percentage of traffic terminated

in Asia is close to 40%.

Based on these numbers the goal to expand the participation in the Asian and African traffic goes through establishing

a strong presence in Europe.

Main interconnections are with Orange Wholesale International, CJC Global Connections & Consulting LLC,

iBASIS Communications AG, U.S.

South Communications, Inc., Belgacom International Carrier, Bell Canada Inc., SWISSCOM (SCHWEIZ) AG among

many other important carriers.

Telecom LLC .

is a 51% owned subsidiary of IQSTEL Inc., acquired in May 2022.

Whisl Telecom is an US based Company that provides high

quality services and “out of the box” solutions to its customers.

Whisl predominantly serves the Carrier-to-Carrier Global

industry but also has network infrastructure to provide services to the retail end users (endpoints).

Whisl Telecom is one of the few

US carriers to have a significant Tier1 capacity (true capacity with high calls per second, CPS) to terminate calls with the highest

the acquisition of Whisl Telecom, IQSTEL has incorporated into its telecom portfolio the following services:

(1) US/Canada Inbound/Origination,

(2) US/Canada DIDs.

(3) US/Canada

Toll Free Numbers.

(4) Global DIDs and (5) Global Toll-Free Numbers.

Smartbiz Telecom LLC .

(2) US/Canada DIDs, (3) US/Canada Toll Free Numbers, (4) Global DIDs and (5) Global Toll-Free Numbers.

Telecom LLC .

is a 51% owned subsidiary of IQSTEL Inc.

in June 2022.

Smartbiz is an US based Company that provides international voice termination to niche markets.

With this acquisition iQSTEL

is expanding its telecommunication services offer to markets the company was not serving before.

With the combination of the technology capabilities of these four subsidiaries,

iQSTEL has put together a complete portfolio of services for carriers and end user.

acquired in June 2022.

Smartbiz is a US based Company that provides international

voice termination to niche markets.

With this acquisition IQSTEL is expanding its telecommunication services offer to markets the company

was not serving before.

Smartbiz has commercial relations with relevant players in the industry, among which it is worth mentioning the

Telefonica Global Solutions.

S.L, Telintel Ltd, Teliax, Inc Tf, Sistemas Satelitales de Colombia S.A.

Esp, and IDT Global

Limited is a 51% owned subsidiary of IQSTEL Inc.

acquired in April 2024.

QXTEL is one of the most advanced and diversified telecommunications

and technology services provider focused on platform services for wholesale, retail and cloud communications service providers, wholesale

carrier voice, wholesale carrier messaging (A2P SMS) and carrier technology services with over 20 years in the telecom industry switching

more than 5 billion voice and A2P SMS transactions over 200 interconnections worldwide.

QXTEL is headquartered in London (UK) with regional

offices in Florida (USA), Buenos Aires (Argentina), Dubai (UAE), Belgrade (Serbia) and Istanbul (Turkey).

QXTEL maintains commercial

relations with significant players in the industry such as BTS Business Telecommunications Service Inc., China Mobile International Limited,

Deutsche Telekom AG, Digicel Jamaica Limited, Emirates Telecom Etisalat, Hutchison Global Communication, iBASIS Communications AG, IDT

Global Limited, Messagebird, Orange Wholesale International, Tata Communications (Canada) Ltd, Telekom Deutschland Gmbh (T-Mobile), T-Mobile

USA, Inc., and Vodafone US Inc.

the combination of the technology capabilities of these five subsidiaries, IQSTEL has put together a complete portfolio of services for

carriers and end users.

These services include:

• International Voice Termination

for carriers.

• International Voice Termination for carriers:

This service enables the routing of international voice calls to their final destinations

across various countries.

Telecom carriers use this to handle large volumes of cross-border voice traffic by connecting through intermediary

providers or directly to in-country networks.

• US/Canada Inbound / Origination:

This refers to the ability to receive incoming calls originating in the United States or Canada.

ensures seamless connectivity for businesses or carriers looking to establish a local presence in these regions by offering local or

toll-free numbers.

• Global DIDs:

These are virtual phone numbers that allow users to receive calls from specific geographic locations, regardless of where

they are physically located.

They are essential for businesses seeking global reach, providing local numbers for customers worldwide.

• Global Toll-Free Numbers:

• PBX (Private Branch Exchange)

for small businesses.

Toll-free numbers work internationally, allowing customers to call businesses without incurring charges.

numbers are ideal for companies serving global clients, offering free and easy access to customer service or sales teams.

• PBX (Private Branch Exchange) for small businesses:

A PBX is a private telephone network used within an organization, enabling efficient

internal and external communication.

For small businesses, modern PBX systems often come as cloud-based or hosted solutions, offering

affordability and advanced features like call routing and voicemail.

• SIP Trunking:

The voice services represented in year 2023 46.85% of the total revenue

of the company ($67,698,574 out of the total $144,502,351) while in year 2022 voice services represented 42.50% of the total revenue ($39,614,081

out of the total $93,203,532).

All our subsidiaries carried 4.2 billion minutes of voice during year 2023,

compared to 2.7 billion in year 2022.

This represents an increase of 56% year over year.

Telecom Subsidiaries for SMS services :

QGlobal SMS LLC is a 100% owned subsidiary of iQSTEL Inc.

SMS is a USA based company founded in 2020 specialized in international and domestic SMS termination.

QGlobal SMS has commercial presence

in Europe, USA and Latin America, with robust international interconnection with Tier-1 SMS Aggregators, guarantying to its customers

high quality and low termination rates, in over more than 100 countries.

IoT Labs LLC is a 51% owned subsidiary of iQSTEL Inc.

a SMS service provider based in Austin, TX.

Specialized in the SMS traffic exchange between US and Mexico.

The Company has entered into the SMS business in 2020 through the acquisition

of QGlobal and IoT Labs.

Both companies specialize in international and domestic SMS termination, with emphasis on the Applications to

Person (A2P), Person to Person (P2P) and OmniChannel Marketing Services for several markets:

Wholesale Carrier, Government, Corporate,

Enterprise, Small and Medium Companies.

The Global A2P SMS Market is expected to grow at a CAGR of 4.1% to account

for US$ 101 billion in 2030, according to Transparency Market Research.

This market has experienced significant growth and adoption rate

in the past few years and is expected to experience notable growth and adoption in years to come.

Our SMS services represented in year 2023 53.15% of the total revenue,

while it was 57.50% in year 2022.

Gross margin in the SMS business increases in 2023 to 0.62% from 0.40% in year 2022.

But it is important

to remark that the gross margin of the products deployed by QGlobal SMS was 21%, being the main objective in the SMS segment to increase

the sales of those services due to its huge gross margins.

Both companies, IoT Labs and QGlobal carried 11.3 billion SMS and short

codes in year 2022 compared to 8.5 billion in year 2022.

This represents an increment of 2.8 billion SMS year over year or 32.94%.

IoT Labs is also responsible for the development of our award-winning Internet

of Things devices SmartGas and SmartTank.

The SmartGas device is perfectly focused on retail households using traditional LP gas tanks,

while the SmartTank device is more oriented for industrial purposes.

The Company’s product is a sensor and control chip that can

be mounted on gas tanks in less than one minute, that converts the gas tank into an IoT connected device through the Company’s proprietary

web portal and phone apps, allowing for constant monitoring, alerting, and refilling through the Company’s gas partners.

milestone to highlight is that the company has received the patent for the invention and development of these devices.

We continue working

closely with BASF Corporation to adapt the SmartTank device to their specifications.

project that has suffered some delays due to limited

inventories and the slowness of the global distribution chains of microchips.

However, since the end of 2022 we have expanded the list

of certified suppliers and at this time we have a minimum inventory of parts, pieces and finished products to start the marketing process

of both devices.

New businesses subsidiaries:

ItsBchain LLC is a 75% owned subsidiary of iQSTEL Inc.

is a blockchain technology developer and solution provider, with a strong focus on the telecom sector.

The company has focused on the

development of solutions aimed at using the blockchain ledger and smart contracts to enable more efficiency, quickness in execution and

fraud-prevention in the telco industry.

Specifically, the company has developed a solution that will enable users and carriers to transfer

mobile phone numbers with just a few clicks, allowing users and carriers the ability to transfer retail users from one mobile carrier

to another instantly.

The Company has done research covering 35 countries where number

portability is mandatory by law.

Those 35 countries have a total of 3.3 billion population and 4.0 billion of phone lines that can be

ported from one carrier to another.

It is estimated that an average of 5% of the total phone lines are ported every year.

Number portability is executed and supervised by a third independent

party, who act as a data-base administrator and has the responsibility to guarantee all transactions requested by the customers will be

completed and his/her phone number will be ported from Carrier A to Carrier B.

In the countries under our analysis there are 11 different

data-base administrators.

In terms of dollar value, the number portability market in the

countries under our analysis is estimated over $86 million per year.

This is based in the actual cost carriers and/or customers have to

pay to get the lines ported.

Revenues of the Data Base Administrators comes from a monthly fee charged to all participant carriers, plus

a fee for every transaction completed over the platform.

The monthly fee and the transactions fee vary from country to country.

Our objective is to offer the market conformed by data-based

administrators a solution a much more cost effective solution;

which will not only reduce the operating cost, but that will also make

the transactions to complete faster without any additional CAPEX.

Our mobile number portability solution is now being tested prior

to its commercial release in June 2023.

Global Money One Inc .

SIP Trunking enables voice communication over the internet rather than traditional phone lines.

It connects a business’s

PBX system to the telephone network, offering cost savings, scalability, and support for voice, video, and messaging services.

services in 2024 were 66.09% of the total revenue of the company ($187,194,236 out of the total $283,220,442) while in 2023 voice services

represented 46.85% of the total revenue ($67,698,574 out of the total $144,502,351).

subsidiaries carried 5.2 billion minutes of voice during 2024, compared to 4.2 billion in 2023.

This represents an increase of 23.81%

year over year.

Subsidiaries for SMS services :

SMS LLC is a 100% owned subsidiary of IQSTEL Inc.

QGlobal SMS is a USA based company founded in 2020 specializing in international

and domestic SMS termination.

QGlobal SMS has a commercial presence in Europe, USA and Latin America, with robust international interconnection

with Tier-1 SMS Aggregators, guarantying to its customers high quality and low termination rates, in over more than 100 countries.

customers are:

Computer-Tel Inc., iBasis Communications AG, Telefonica Global Solutions.

S.L, Telintel Ltd., and Twilio Ireland Limited.

Labs LLC is a 51% owned subsidiary of IQSTEL Inc.

IoT Labs is an SMS service provider based in Austin, TX.

Specialized in the SMS

traffic exchange between US and Mexico.

Main customers are Aztek Corporative Properties Inc, Bytescale C., Codek Connect LLC, and Nuvoteq

Company entered into the SMS business in 2020 through the acquisition of QGlobal and IoT Labs.

Both companies specialize in international

and domestic SMS termination, with emphasis on the Applications to Person (A2P), Person to Person (P2P) and OmniChannel Marketing Services

for several markets:

Wholesale Carrier, Government, Corporate, Enterprise, Small and Medium Companies.

Global A2P SMS Market is expected to grow at a CAGR of 4.1% to account for $101 billion in 2030, according to Transparency Market Research.

This market has experienced significant growth and adoption rate in the past few years and is expected to experience notable growth and

adoption in years to come.

Our SMS services represented 33.91% of the total revenue in the 2024, while it was 53.15% in 2023.

Gross margin in the SMS business

increased 211% in 2024 to 1.93% from 0.62% in 2023.

This is the result of a higher business volume of the products deployed by QGlobal

SMS and QXTEL gross margin of which is greater than 20%, being the main objective in the SMS segment to increase the sales of those services

due to its relatively higher gross margins.

Labs, QGlobal and QXTEL carried 13.9 billion SMS and short codes in 2024 compared to 11.3 billion in 2023.

This represents an increase

of 2.8 billion SMS year over year or 32.94%.

Labs is also responsible for the development of our award-winning Internet of Things devices SmartGas and SmartTank.

The SmartGas device

is perfectly focused on retail households using traditional LP gas tanks, while the SmartTank device is more oriented for industrial

The Company’s product is a sensor and control chip that can be mounted on gas tanks in less than one minute, that converts

the gas tank into an IoT connected device through the Company’s proprietary web portal and phone apps, allowing for constant monitoring,

alerting, and refilling through the Company’s gas partners.

An important milestone to highlight is that in 2018 the company received

a patent in Mexico for the invention and development of these devices.

However, since the end of 2022, we have expanded the list of certified

suppliers and at this time we have a minimum inventory of parts, pieces and finished products to start the marketing process of both

Company’s role in these services is to ensure seamless voice and SMS communication across international borders by establishing

peering agreements with other telecommunication entities.

This is possible using sophisticated algorithms to determine the most cost-effective

and reliable paths for voice/SMS traffic, managing media protocols such as SIP (Session Initiation Protocol) and RTP (Real-time Transport

Protocol) to ensure smooth communication between different networks ensuring efficient call routing.

Company acts as a transit network that allows the completion of voice calls, or SMSs connecting the network where the calls/SMSs are

originated and the network where the calls/SMSs are intended to terminate.

The graphic below shows the path of a voice call or SMS, all

parties involved and where the Company is situated in that ecosystem.

New businesses

subsidiaries:

ItsBchain LLC is

a 75% owned subsidiary of IQSTEL Inc.

ItsBchain is a blockchain technology developer and solution provider, with a strong focus on the

telecom sector.

The company has focused on the development of solutions aimed at using the blockchain ledger and smart contracts to enable

more efficiency, quickness in execution and fraud-prevention in the telecommunications industry.

Specifically, the company has developed

a solution that will enable users and carriers to transfer mobile phone numbers with just a few clicks, allowing users and carriers the

ability to transfer retail users from one mobile carrier to another instantly.

Company has done research covering 35 countries where number portability is mandatory by law.

Those 35 countries have a total of 3.3

billion in population and 4.0 billion phone lines that can be ported from one carrier to another.

It is estimated that an average of

5% of the total phone lines are ported every year.

portability is executed and supervised by a third independent party, who acts as a database administrator and has the responsibility

to guarantee all transactions requested by the customers will be completed and his/her phone number will be ported from Carrier A to

In the countries under our analysis there are 11 different database administrators.

terms of dollar value, the number portability market in the countries under our analysis is estimated at over $86 million per year.

is based in the actual cost carriers and/or customers have to pay to get the lines ported.

Revenues of the Data Base Administrators comes

from a monthly fee charged to all participant carriers, plus a fee for every transaction completed over the platform.

The monthly fee

and the transactions fee vary from country to country.

objective is to offer market conformity by data-based administrators a much more cost-effective solution, which will not only reduce

the operating cost, but that will also make the transactions to complete faster without any additional CAPEX.

mobile number portability solution is now being tested prior to its commercial release.

Money One Inc .

Is a 75% owned subsidiary of IQSTEL Inc.

company offers a complete Fintech ecosystem including a MasterCard Debit Card, US Bank Account (No SSN Needed), and a Mobile App/Wallet

to manage Remittances and Mobile Top Up.

Our focus is to provide immigrants access to reliable financial services that make it easier

to manage their money and stay connected with their families back home.

All available services can be managed through our mobile App

“GlobalMoneyOne” available for IOS and Android.

A first non-commercial release of the Fintech suite was done in June 2022.

Since that date all services have been tested including the known-your-customer (KYC) process for the issuance of debits cards, the settlement

process with the issuer bank, the intermediary entities handling the remittances, and the intermediaries and cellular operators for the

Top Up, as well as the proper training of our customer care agents.

According to a World Bank Migration and Development brief,

remittances to low- and middle-income countries reached $626 billion in 2022.

The brief also stated the remittances to Latin America

and the Caribbean are estimated to have grown 9.3% in 2022 to $142 billion;

with increments of 45% for Nicaragua, 20% for Guatemala,

15% for Mexico, and 9% for Colombia.

Stronger employment of migrants from Latin America in the United States contributed to remittance

As a share of GDP, remittances exceed 20% in El Salvador, Honduras, Jamaica, and Haiti.

The Electric Vehicle division (TuVolten)

consist in an initiative to offer clean and affordable mobility through Electric Motorcycles, and Electric Mid Speed Cars.

going to offer theirs EV Motorcycles and EV Cars in Spain, Portugal, USA, and some countries of Latin America.

As recently announced,

all previous electric motorcycle designs and tests have come together in a new electric motorcycle now rolling off the factory for the

final validation tests under the European Union Standards E-Mark certification process.

Once this certification is obtained, we will begin

manufacturing the first units for sale to the public.

The Metaverse initiative , consist in a

platform to offer our telecommunication carrier clients a white label solution enabling them to interact with their customers (end users,

and enterprises) through the metaverse.

The iQSTEL white label metaverse solution developed in partnership with GOTMY will be tailored

to provide telecom carriers with a distinctive and immersive customer experience.

In line with GOTMY’s mission to offer universally

accessible experiential spaces, the iQSTEL solution for telecom carriers is intended to accommodate all mobile phone users, not just those

with high-end VR headsets.`

Telecommunications services are subject to extensive government regulation

in the United States of America.

Any violations of the regulations may subject us to enforcement actions, including interest and penalties.

The FCC has jurisdiction over all telecommunications common carriers to the extent they provide interstate or international communications

services, including the use of local networks to originate or terminate such services.

Regulation of Telecom by the Federal Communications Commission

Telecommunication License

Anyone seeking to conduct telecommunications business where the telecommunication

services will transpire between the United States of America and an international destination must obtain a license from the Federal Communications

Commission (FCC).

This particular license is named a Section 214 license, after the section in the Communications Act of 1934.

Etelix.com USA, LLC was authorized by the Federal Communications Commission

to provide facility-based services in accordance with section 63.18(e)(1) of the Commission’s rules;

and also to provide resale

services in accordance with section 63.18(e)(2) under license number ITC-214-20090625-00303.

Since Etelix has no other network infrastructure outside the United States

of America, no other licenses are required for us to operate as an international carrier service provider.

Universal Service and Other Regulatory Fees and Charges

In 1997, the FCC issued an order, referred to as the Universal Service

Order, which requires all telecommunications carriers providing interstate telecommunications services to contribute to universal service

support programs administered by the FCC (known as the Universal Service Fund).

These periodic contributions are currently assessed based

on a percentage of each contributor’s interstate and international end user telecommunications revenues reported to the FCC.

also contributed to several other regulatory funds and programs, most notably Telecommunications Relay Service and FCC Regulatory Fees

(collectively, the Other Funds).

Due to the manner in which these contributions are calculated, we cannot be assured that we fully recover

from our customers all of our contributions.

In addition, based on the nature of our current business, we receive certain

exemptions from federal Universal Service Fund contributions.

Changes in our business could eliminate our ability to qualify for some

or all of these exemptions.

Changes in regulation may also have an impact on the availability of some or all of these exemptions.

some of these exemptions become unavailable, they could materially increase our federal Universal Service Fund or Other Funds’ contributions

and have a material adverse effect on the cost of our operations and, therefore, on our ability to continue to operate profitably, and

to develop and grow our business.

We cannot be certain of the stability of the contribution factors for the Other Funds.

Significant increases

in the contribution factor for the Other Funds in general and the Telecommunications Relay Service Fund in particular can impact our profitability.

Whether these contribution factors will be stable in the future is unknown, but it is possible that we will be subject to significant

Money Transmitter and Payment Instrument Laws and Regulations

The consumer payment services offerings, prepaid debit cards, remittances,

Top Up, are industries heavily regulated.

Accordingly, we, and the products and services that we offer in consumer payment services, are

subject to a variety of federal and state laws and regulations, including:

laws and regulations;

The company offers a complete Fintech ecosystem including a MasterCard Debit

Card, US Bank Account (No SSN Needed), and a Mobile App/Wallet to manage Remittances and Mobile Top Up.

Our focus is to provide immigrants

access to reliable financial services that make it easier to manage their money and stay connected with their families back home.

available services can be managed through our mobile App “GlobalMoneyOne” available for IOS and Android.

The first non-commercial

release of the Fintech suite was done in June 2022.

Since that date all services have been tested including the known-your-customer (KYC)

process for the issuance of debits cards, the settlement process with the issuer bank, the intermediary entities handling the remittances,

and the intermediaries and cellular operators for the Top Up, as well as the proper training of our customer care agents.

to a World Bank Migration and Development brief, remittances to low- and middle-income countries reached $669 billion in 2023.

brief also stated the remittances to Latin America and the Caribbean grew 8% in 2023;

with increments of 12.5% for Nicaragua,

8.6% for Guatemala, 2.3% for Mexico, and 17.4% for Colombia according to research done by BBVA Bank.

Stronger employment of migrants

from Latin America in the United States contributed to remittance flows.

As a share of GDP, remittances exceed 23.9% in El Salvador,

25% in Honduras, 19.1% in Jamaica and 21.4% in Haiti according to data published by the portal www.theglobaleconomy.com.

Electric Vehicle Division, through an entity named TuVolten to be formed in Europe, is an initiative to offer clean and affordable

mobility through Electric Motorcycles, and Electric Mid Speed Cars.

TuVolten plans to offer theirs EV Motorcycles and EV Cars in Spain,

Portugal, USA, and some countries of Latin America.

As recently announced, all previous electric motorcycle designs and tests have come

together in a new electric motorcycle now rolling off the factory for the final validation tests under the European Union Standards E-Mark

certification process.

Once this certification is obtained, we will begin manufacturing the first units for sale to the public.

Border LLC developed the initial proof-of-concept for a white label, AI-Enhanced Metaverse tailored for IQSTEL.

The app was released

on the Google Play Store on June 28, 2023, on the Apple App Store on June 30, 2023, and on our website on August 28, 2023.

The app offers

our telecommunication carrier clients a white label solution enabling them to interact with their customers (end users, and enterprises)

through the metaverse.

The IQSTEL white label metaverse solution developed in partnership with GOTMY is tailored to provide telecom carriers

with a distinctive and immersive customer experience.

In line with GOTMY’s mission to offer universally accessible experiential

spaces, the IQSTEL solution for telecom carriers is intended to accommodate all mobile phone users, not just those with high-end VR headsets.

Telecommunications

services are subject to extensive government regulation in the United States of America.

Any violations of the regulations may subject

us to enforcement actions, including interest and penalties.

The FCC has jurisdiction over all telecommunication common carriers to

the extent they provide interstate or international communications services, including the use of local networks to originate or terminate

such services.

of Telecom by the Federal Communications Commission

Telecommunication

Anyone seeking to conduct telecommunications business where the telecommunication services will transpire between the United States of

America and an international destination must obtain a license from the Federal Communications Commission (FCC).

This particular license

is named “a Section 214 license,” after the section in the Communications Act of 1934.

USA, LLC was authorized by the Federal Communications Commission to provide facility-based services in accordance with section 63.18(e)(1)

of the Commission’s rules, and also to provide resale services in accordance with section 63.18(e)(2) under license number ITC-214-20090625-00303.

Etelix has no other network infrastructure outside the United States of America, no other licenses are required for us to operate as

an international carrier service provider.

Service and Other Regulatory Fees and Charges

1997, the FCC issued an order, referred to as the Universal Service Order, which requires all telecommunications carriers providing interstate

telecommunications services to contribute to universal service support programs administered by the FCC (known as the Universal Service

These periodic contributions are currently assessed based on a percentage of each contributor’s interstate and international

end user telecommunications revenues reported to the FCC.

Etelix also contributed to several other regulatory funds and programs, most

notably Telecommunications Relay Service and FCC Regulatory Fees (collectively, the Other Funds).

Due to the manner in which these contributions

are calculated, we cannot be assured that we fully recover from our customers all of our contributions.

addition, based on the nature of our current business, we receive certain exemptions from federal Universal Service Fund contributions.

Changes in our business could eliminate our ability to qualify for some or all of these exemptions.

Changes in regulations may also have

an impact on the availability of some or all of these exemptions.

If even some of these exemptions become unavailable, they could materially

increase our federal Universal Service Fund or Other Funds’ contributions and have a material adverse effect on the cost of our

operations and, therefore, on our ability to continue to operate profitably, and to develop and grow our business.

We cannot be certain

of the stability of the contribution factors for the Other Funds.

Significant increases in the contribution factor for the Other Funds

in general and the Telecommunications Relay Service Fund in particular can impact our profitability.

Whether these contribution factors

will be stable in the future is unknown, but it is possible that we will be subject to significant increases.

of Telecom—International

connection with our international operations, we have obtained licenses or are otherwise authorized to provide telecommunications services

in Switzerland.

Transmitter and Payment Instrument Laws and Regulations

laundering laws;-

and data security laws and regulations;-

protection laws and regulations;

property laws;

association and network organization rules.

iQSTEL, including all subsidiaries, has 70 employees as of December 31,

Corporate History

iQSTEL, formerly known as PureSnax International, Inc., was incorporated

under the laws of the State of Nevada on June 24, 2011.

PureSnax was previously a wellness brand focused on bringing healthy snacks and

foods to consumers.

On March 8, 2017, PureSnax exited a previous License Agreement with a Canadian snack food Licensor.

From March of

2017 until its acquisition of Etelix.com USA, LLC, PureSnax was working to develop its own brand and its own products for manufacture,

distribution, sales and marketing of various products within the health foods and snacks industry and to pursue related business opportunities.

payment services offerings, prepaid debit cards, remittances, Top Up, are heavily-regulated industries.

Accordingly, we, and the products

and services that we offer in consumer payment services, are subject to a variety of federal and state laws and regulations, including:

Banking laws and regulations;

Money transmitter and payment instrument laws and regulations;

Anti-money laundering laws;-

Privacy and data security laws and regulations;

Consumer protection laws and regulations;

Unclaimed property laws;

Card association and network organization rules.

and retaining qualified personnel familiar with our businesses who head our different businesses units is critical to our success.

of December 31, 2024, we had a total of 100 employees, including all subsidiaries.

human capital resources objectives include identifying, recruiting, retaining, incentivizing, and integrating employees, advisors, and

To achieve this, our compensation practices aim to attract and retain qualified personnel and align their interests with

our goals and the best interests of our stockholders.

Our compensation philosophy is to provide remuneration that meets our current needs

and growth initiatives and to offer incentives for achieving our long-term plans, including equity and cash incentive plans that attract,

retain, and reward personnel through stock-based and cash-based compensation awards.

We consider talent attraction and retention essential

for achieving our strategy, and we recognize that a trained, diverse, and engaged workforce is crucial to meeting our objectives.

recruiting process targets a broad spectrum of potential employees, and we employ a rigorous screening process to identify and hire qualified

professionals.

are committed to diversity and inclusion in the workforce, implementing a policy of non-discriminatory treatment and respect for human

rights for all current and prospective employees.

We prohibit discrimination based on an individual’s race, religion, creed, color,

sex, sexual orientation, age, marital status, disability, national origin, or veteran’s status, which is illegal in many jurisdictions.

We respect the human rights of all employees and strive to treat them with dignity in accordance with standards and practices recognized

by the international community.

formerly known as PureSnax International, Inc., was incorporated under the laws of the State of Nevada on June 24, 2011.

previously a wellness brand focused on bringing healthy snacks and foods to consumers.

On March 8, 2017, PureSnax exited a previous License

Agreement with a Canadian snack food Licensor.

From March of 2017 until its acquisition of Etelix.com USA, LLC, PureSnax was working

to develop its own brand and its own products for manufacture, distribution, sales and marketing of various products within the health

foods and snacks industry and to pursue related business opportunities.

PureSnax acquired Etelix.com USA, LLC on June 25, 2018.

The company left the healthy snacks and foods business to focus on the Telecommunications

On August 30, 2018, PureSnax changed its name to “iQSTEL Inc.”

and received a new CUSIP number:

46265G107, as well as a new trading symbol “IQST” in order to better resemble its new name.

iQSTEL also changed the Standard Industrial Classification (SIC Code) to 4813, Telephone Communications, Except Radiotelephone.

On April 1, 2019, the Company entered into a Company

Purchase Agreement by and between the Company and the Ralf Kohler (the “Seller”), which agreement provides for the purchase

of 51% of the equity and certain assets of SwissLink Carrier AG (“SwissLink”) (www.swisslink-carrier.com), a Swiss corporation,

by the Company.

On February 10, 2020, the Company entered into a Company

Acquisition Agreement with Jesus Vega regarding the acquisition of 51% of the shares in QGlobal, LLC (“QGlobal”).

is a company with the capacity to provide Short Messages (SMS), A2P and P2P messaging services.

On February 21, 2020, the Company entered into a Company

Acquisition Agreement with Miguel Scavo regarding the acquisition of 75% of the shares in ItsBchain, LLC (“ItsBchain”) a company

specialized in the development of Blockchain applications for telecommunications.

On April 15, 2020, the Company entered into a Company

Acquisition Agreement with Francisco Bunt regarding the acquisition of 51% of the shares in loT Labs, LLC (“loT Labs”).

loT Labs’ principal business activity is the sale of SMS between USA and Mexico.

On November 12, 2020, the Company entered into partnership

Agreement with PAYMENT VIRTUAL MOBILE SOLUTIONS, LLC (PayVMS), a Delaware Corporation regarding the incorporation of Global Money One

Inc, in which iQSTEL owns 75% of the shares and PayVMS owns the remaining 25%.

Global Money One is a Fintech company with a complete infrastructure

to provide top-up services, international remittances and prepaid debit cards.

On October 1, 2021, the Company entered into an agreement

with Jesus Vega regarding the acquisition of the remaining 49% of the shares in QGlobal, LLC (“QGlobal”).

By means of this

transaction iQSTEL increased its ownership in QGlobal to 100%.

On May 13, 2022, the Company entered into a Company

Acquisition Agreement regarding the acquisition of 51% of the shares in Whisl telecom LLC (“Whisl”) .

On June 1, 2022, the Company entered into a Company

Acquisition Agreement regarding the acquisition of 51% of the shares in Smartbiz Telecom LLC (“Smartbiz”).

left the healthy snacks and foods business to focus on the Telecommunications Business.

August 30, 2018, PureSnax changed its name to “IQSTEL Inc.” and received a new CUSIP number:

46265G107, as well as a new

trading symbol “IQST” in order to better resemble its new name.

IQSTEL also changed the Standard Industrial Classification

(SIC Code) to 4813, Telephone Communications, Except Radiotelephone.

April 1, 2019, the Company entered into a Company Purchase Agreement by and between the Company and the Ralf Kohler (the “Seller”),

which agreement provides for the purchase of 51% of the equity and certain assets of SwissLink Carrier AG (“SwissLink”) (www.swisslink-carrier.com),

a Swiss corporation, by the Company.

February 10, 2020, the Company entered into a Company Acquisition Agreement with Jesus Vega regarding the acquisition of 51% of the shares

in QGlobal, LLC (“QGlobal”).

QGlobal is a company with the capacity to provide Short Messages (SMS), A2P and P2P messaging

February 21, 2020, the Company entered into a Company Acquisition Agreement with Miguel Scavo regarding the acquisition of 75% of the

shares in ItsBchain, LLC (“ItsBchain”) a company specialized in the development of Blockchain applications for telecommunications.

April 15, 2020, the Company entered into a Company Acquisition Agreement with Francisco Bunt regarding the acquisition of 51% of the

shares in loT Labs, LLC (“loT Labs”).

The loT Labs’ principal business activity is the sale of SMS between USA and

November 12, 2020, the Company entered into partnership Agreement with Payment Virtual Mobile Solutions, LLC (PayVMS), a Delaware Corporation

regarding the incorporation of Global Money One Inc, in which IQSTEL owns 75% of the shares and PayVMS owns the remaining 25%.

Money One is a Fintech company with a complete infrastructure to provide top-up services, international remittances and prepaid debit

October 1, 2021, the Company entered into an agreement with Jesus Vega regarding the acquisition of the remaining 49% of the shares in

QGlobal, LLC (“QGlobal”).

By means of this transaction IQSTEL increased its ownership of QGlobal to 100%.

May 13, 2022, the Company entered into a Company Acquisition Agreement regarding the acquisition of 51% of the shares in Whisl telecom

LLC (“Whisl”).

June 1, 2022, the Company entered into a Company Acquisition Agreement regarding the acquisition of 51% of the shares in Smartbiz

Telecom LLC (“Smartbiz”).

March 20, 2023, the Company entered into a Memorandum of Understanding (the “MOU”) with Got My Idol, Inc., a Delaware corporation

The MOU concerns the formation of a joint venture to implement the commercial development of “Metaverse”

products using the current intellectual property of Got My Idol, improving it, and packaged as products under the to be formed joint

venture company and using the to be formed joint venture brand that will be owned by the to be formed joint venture company.

position in the new company will be 51% and GotMy shall hold the remaining 49% of the to be formed joint venture entity.

January 19, 2024, the Company entered into a Share 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, a company incorporated in England and Wales.

November 1, 2024, the Company entered into a binding Memorandum of Understanding (the “Agreement”) with Mr.

("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.

March 10, 2025, the Company signed a non-binding memorandum of understanding (“MOU”) with Accredited Solutions, Inc.

to set forth the preliminary terms and mutual understanding between the parties regarding the Company’s potential sale of its 75%

equity interest in itsBChain, LLC (the “Subsidiary”) to ASII, subject to the negotiation and execution of a definitive Purchase

The parties have agreed to execute the Purchase Agreement no later than June 1, 2025, or sooner.

the MOU, in exchange for the 75% interest in the Subsidiary, ASII proposes paying $1,000,000 to the Company as follows:

$500,000 in restricted preferred shares of ASII, the terms and features of which will be available prior to execution of the Purchase

Agreement, but should contain preferential treatment on the stated value in any liquidation of ASII and a conversion price of the lowest

stock price with a 10 day look back at conversion (but with a conversion limitation of 4.99%, but no greater than 9.99%), ensuring iQSTEL’s

value is preserved regardless of fluctuations in ASII’s common stock price.

$500,000 in restricted common shares of ASII, which are expected to be registered by ASII in a resale offering that is filed on Form

S-1 with the SEC within an agreed time from the close of the Purchase Agreement.

some time in the future, the Company plans to distribute the ASII common shares as dividends to its shareholders.

under the MOU, the Company will retain a 1% lifetime royalty on the Subsidiary’s total sales.

The Company acknowledges a remaining

investment commitment of $65,000 related to the Subsidiary.

This amount will be paid in monthly installments of $2,500 directly to the

March 19, 2025, the Company signed a non-binding memorandum of understanding (“MOU”) with Craig Span (the “Seller”)

to set forth the preliminary terms and mutual understanding between the parties regarding the Company’s potential purchase a 51%

equity interest in GlobeTopper, LLC, a Delaware limited liability company (the “GlobeTopper”) held by the Seller, subject

to the negotiation and execution of a definitive Purchase Agreement.

The parties have agreed to execute the Purchase Agreement no later

than July 1, 2025, or sooner.

the MOU, in exchange for the 51% interest in the GlobeTopper, the Company proposes paying $700,000 to the Seller with $200,000 in cash

over a period set forth in a schedule extending to September 1, 2025, and $500,000 in common stock of the Company with a share price

calculated at a 20% discount to the Volume Weighted Average Price (VWAP) over the five days preceding execution of a definitive Purchase

under the MOU, the Company will pay performance bonuses in 2025 and 2026 based on EBITDA growth of GlobeTopper in shares of common stock

of the Company using the same discounted VWAP formula above.

support GlobeTopper’s growth, the MOU provides that the Company will provide up to $1,200,000 in structured financing across 24

months after execution, disbursed in monthly installments of $50,000, contingent upon meeting quarterly financial targets.

ensure stability and operational continuity, the Seller will continue to serve as CEO to GlobeTopper, and 2 of the 3 board members will

be selected by the Company.

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

What changed 10-K

Item 1. Business