What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-03-31 compared with 2024-04-01 · 534 added, 526 removed, 114 unchanged (90% of the section changed)

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15 under

the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of our disclosure controls and procedures

as of the end of the period covered by this annual report, being December 31, 2023.

This evaluation was carried out under the supervision

and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer.

Disclosure controls and procedures

are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted

under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities

and Exchange Commission’s rules and forms.

Disclosure controls and procedures include controls and procedures designed to ensure

that information required to be disclosed in our company’s reports filed under the Securities Exchange Act of 1934 is accumulated

and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding

required disclosure.

Based upon that evaluation, including

our Chief Executive Officer and Chief Financial Officer, we have concluded that our disclosure controls and procedures were ineffective

as of the end of the period covered by this annual report.

Management’s Annual Report

on Internal Control over Financing Reporting

Our management is responsible for

establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange

Act of 1934).

Management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2023 based

on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

As a result of this assessment, management concluded that, as of December 31, 2023, our internal control over financial reporting was

not effective.

Our management identified the following material weaknesses in our internal control over financial reporting, which are

indicative of many small companies with small staff:

(i) inadequate segregation of duties and effective risk assessment;

and (ii) insufficient

written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP

and SEC guidelines.

We plan to take steps to enhance

and improve the design of our internal control over financial reporting.

During the period covered by this annual report on Form 10-K,

we have not been able to remediate the material weaknesses identified above.

To remediate such weaknesses, we hope to implement the following

changes during our fiscal year ending December 31, 2024:

(i) appoint additional qualified personnel to address inadequate segregation

of duties and ineffective risk management;

and (ii) adopt sufficient written policies and procedures for accounting and financial reporting.

The remediation efforts set out in (i) and (ii) are largely dependent upon our securing additional financing to cover the costs of implementing

the changes required.

If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

This annual report does not include

an attestation report of our registered public accounting firm regarding internal control over financial reporting.

report was not subject to attestation by our independent registered public accounting firm pursuant to an exemption for non-accelerated

filers set forth in Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Inherent Limitations

Our management, including our Chief Executive Officer and Chief Financial

Officer, do not expect that our disclosure controls and procedures will prevent all error and all fraud.

A control system, no matter how

well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no

assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Further, the design of a control

system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control

issues and instances of fraud, if any, within our company have been detected.

These inherent limitations include the realities that judgments

in decision-making can be faulty, and that breakdown can occur because of simple error or mistake.

In particular, many of our current

processes rely upon manual reviews and processes to ensure that neither human error nor system weakness has resulted in erroneous reporting

of financial data.

Changes in Internal Controls over Financial Reporting

There were no changes in our internal control over financial reporting

during the three month period ended December 31, 2023, which were identified in conjunction with management’s evaluation required

by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially

affect, our internal control over financial reporting..

of Disclosure Controls and Procedures

required by Rule 13a-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of our disclosure

controls and procedures as of the end of the period covered by this annual report, being December 31, 2024.

This evaluation was carried

out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer.

controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our

reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time

periods specified in the Securities and Exchange Commission’s rules and forms.

Disclosure controls and procedures include controls

and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Securities

Exchange Act of 1934 is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer,

to allow timely decisions regarding required disclosure.

upon that evaluation, including our Chief Executive Officer and Chief Financial Officer, we have concluded that our disclosure controls

and procedures were ineffective as of the end of the period covered by this annual report.

Annual Report on Internal Control over Financing Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f)

under the Securities Exchange Act of 1934).

Management has assessed the effectiveness of our internal control over financial reporting

as of December 31, 2024 based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring

Organizations of the Treadway Commission.

As a result of this assessment, management concluded that, as of December 31, 2024, our internal

control over financial reporting was not effective.

Our management identified the following material weaknesses in our internal control

over financial reporting, which are indicative of many small companies with small staff:

(i) inadequate segregation of duties and effective

risk assessment;

and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements

and application of both US GAAP and SEC guidelines.

plan to take steps to enhance and improve the design of our internal control over financial reporting.

During the period covered by this

annual report on Form 10-K, we have not been able to remediate the material weaknesses identified above.

To remediate such weaknesses,

we hope to implement the following changes during our fiscal year ending December 31, 2025:

(i) appoint additional qualified personnel

to address inadequate segregation of duties and ineffective risk management;

and (ii) adopt sufficient written policies and procedures

for accounting and financial reporting.

The remediation efforts set out in (i) and (ii) are largely dependent upon our securing additional

financing to cover the costs of implementing the changes required.

If we are unsuccessful in securing such funds, remediation efforts

may be adversely affected in a material manner.

annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial

Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to

an exemption for non-accelerated filers set forth in Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

management, including our Chief Executive Officer and Chief Financial Officer, do not expect that our disclosure controls and procedures

will prevent all error and all fraud.

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute,

assurance that the objectives of the control system are met.

The design of any system of controls is based in part upon certain assumptions

about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under

all potential future conditions.

Further, the design of a control system must reflect the fact that there are resource constraints, and

the benefits of controls must be considered relative to their costs.

Because of the inherent limitations in all control systems, no evaluation

of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.

These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdown can occur because

of simple error or mistake.

In particular, many of our current processes rely upon manual reviews and processes to ensure that neither

human error nor system weakness has resulted in erroneous reporting of financial data.

in Internal Controls over Financial Reporting

were no changes in our internal control over financial reporting during the three month period ended December 31, 2024, which were identified

in conjunction with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have

materially affected, or are reasonably likely to materially affect, our internal control over financial reporting..

Other Information

1 unchanged sentence

Directors, Executive Officers and Corporate Governance

The following information sets forth the names, ages, and positions of

our current directors and executive officers.

Positions and Offices Held

The following

information sets forth the names, ages, and positions of our current directors and executive officers.

and Offices Held

Leandro Iglesias

President, Chairman, Chief Executive Officer and Director

President, Chairman, Chief Executive

Officer and Director

Alvaro Quintana Cardona

Chief Operating Officer, Chief Financial Officer and Director

Juan Carlos Lopez Silva

Chief Commercial Officer

Chief Operating Officer, Chief Financial Officer and

Jose Antonio Barreto

Italo Segnini

Set forth below is a brief description of the background and business experience

of each of our current executive officers and directors.

Leandro Iglesias

Before founding Etelix in year 2008, where he has acted as President and

Iglesias was the International Business Manager at CANTV/Movilnet (the Venezuelan biggest telecommunications services provider).

He held this position between January 2003 and July 2008, while the company was under the control of Verizon.

Previous to his position

in Cantv/Movilnet Mr.

Iglesias was Executive Vice President and responsible of the Latin America marketing division of American Internet

Communications (August 1998 – December 2002).

Leandro Iglesias has developed a career for more than 20 years in the telecommunications

industry with a particular emphasis in the international long-distance traffic business, submarine cables, satellite communications and

international roaming services.

He is Electronic Engineer graduate from Universidad Simon Bolivar and graduated from the Management Program

at IESA Business School.

He also holds an MBA from Universidad Nororiental Gran Mariscal de Ayacucho.

Aside from that provided above, Mr.

Iglesias does not hold and has not

held over the past five years any other directorships in any company with a class of securities registered pursuant to Section 12 of the

Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under

the Investment Company Act of 1940.

We believe that Mr.

Iglesias is qualified to serve on our Board of Directors

because of his wealth of experience in the telecom industry.

Alvaro Quintana Cardona

Alvaro Quintana has developed a career of more than twenty years of experience

in the telecommunication industry with particular focus on regulatory affairs, strategic planning, value added services and international

interconnection agreements.

Before joining Etelix in year 2013 as Chief Operation Officer and Chief Financial Officer, Mr.

Quintana acted

between June 2004 and May 2013 as Interconnection and Value-Added Services Manager at Digitel (a mobile service provider in Venezuela,

formerly a Telecom Italia Mobile subsidiary).

He holds a Bachelor Degree in Business Administration and a Specialist Degree in Economics,

both from the Universidad Catolica Andres Bello.

He also holds a Master in Telecommunications from the EOI Business School in Spain.

Aside from that provided above, Mr.

Cardona does not hold and has not held

over the past five years any other directorships in any company with a class of securities registered pursuant to Section 12 of the Exchange

Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under the Investment

Company Act of 1940.

We believe that Mr.

Quintana is qualified to serve on our Board of Directors

because of his wealth of experience in the telecom industry.

Juan Carlos Lopez Silva

Juan Carlos Lopez Silva is an Engineer graduated from Universidad de Los

Andes, with a Master degree in Project Management from the Pontificia Universidad Javeriana;

and MBA from EADA Business School;

than 20 years of experience in project management, negotiation, business development and management on international companies.

to joining Etelix in August 2011 as Chief Commercial Officer, Juan Carlos was International Carrier Relations Manager at Colombia Telecomunicaciones

a subsidiary of Telefonica of Spain, between September 2003 and June 2011.

Aside from that provided above, Mr.

Silva does not hold and has not held

over the past five years any other directorships in any company with a class of securities registered pursuant to Section 12 of the Exchange

Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under the Investment

Company Act of 1940.

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

Chief Operating Officer of the Company.

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

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

The existing employment agreement Mr.

Lopez has with the Company

will remain in effect with the change in position.

From December 1, 2014 to present, Mr.

Perez serves as CFO of Deerbrook

Family Dentistry, PC, Dental Practice in Humble, Texas.

From November 1, 2017 to January 31, 2019, he served as Senior Accountant to Principrin

School, PC, Day Care in Houston, Texas.

Perez has been in finance for more than 40 years, starting in 1970

as analyst in treasury and finance departments and progressively assuming different positions up to corporate treasurer for large corporations.

He served for Sudamtex of Venezuela, C.A for 5 years and Polar Brewery in Caracas, Venezuela for 10 year.

Beginning in 2000, he accepted

a position as a Director of the Security and Exchange Commission of Venezuela to have the surveillance of Venezuelan stock market participants.

Also, in 2004 he completed the requirements and received his certification as a Venezuelan Investment Advisor.

Later, as an independent

contractor for three years, he was selected as the Corporate Compliance Officer for an especially important stock market broker dealer

in Venezuela, Activalores Casa de Bolsa, in which he developed the Compliance Unit and manuals required by local and international anti

money laundering laws.

He also taught Advanced Institute of Finance (IAF) in Caracas being a professor of Corporate Finance and Managerial

Accounting for 5 years.

Perez has a Bachelor’s degree in accounting (1976), and MBA Finance

(1982), gave me the overall knowledge of finance and how to plan, start up, run, and control a business.

We have selected Mr.

Perez to serve as an independent director because

of his education, skills and experience in finance and his regulatory history.

Jose Antonio Barreto

From 2006 to the present, Mr.

Barreto has been Chief

Business Development Officer of Xpectra Remote Management / Mexico.

There he was in charge of directing all aspects of account development

and sales effort to close specific private and government opportunities and developing strategic accounts in Mexico and the LATAM region.

below is a brief description of the background and business experience of each of our current executive officers and directors.

founding Etelix in year 2008, where he has acted as President and CEO, Mr.

Iglesias was the International Business Manager at CANTV/Movilnet

(the Venezuelan biggest telecommunications services provider).

He held this position between January 2003 and July 2008, while the company

was under the control of Verizon.

Previous to his position in Cantv/Movilnet Mr.

Iglesias was Executive Vice President and responsible

of the Latin America marketing division of American Internet Communications (August 1998 – December 2002).

Leandro Iglesias has

developed a career for more than 20 years in the telecommunications industry with a particular emphasis in the international long-distance

traffic business, submarine cables, satellite communications and international roaming services.

He is Electronic Engineer graduate from

Universidad Simon Bolivar and graduated from the Management Program at IESA Business School.

He also holds an MBA from Universidad Nororiental

Gran Mariscal de Ayacucho.

from that provided above, Mr.

Iglesias does not hold and has not held over the past five years any other directorships in any company

with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the

Exchange Act or any company registered as an investment company under the Investment Company Act of 1940.

believe that Mr.

Iglesias is qualified to serve on our Board of Directors because of his wealth of experience in the telecom industry.

Quintana Cardona

Quintana has developed a career of more than twenty years of experience in the telecommunication industry with particular focus on regulatory

affairs, strategic planning, value added services and international interconnection agreements.

Before joining Etelix in year 2013 as

Chief Operation Officer and Chief Financial Officer, Mr.

Quintana acted between June 2004 and May 2013 as Interconnection and Value-Added

Services Manager at Digitel (a mobile service provider in Venezuela, formerly a Telecom Italia Mobile subsidiary).

He holds a Bachelor

Degree in Business Administration and a Specialist Degree in Economics, both from the Universidad Catolica Andres Bello.

He also holds

a Master in Telecommunications from the EOI Business School in Spain.

from that provided above, Mr.

Quintana does not hold and has not held over the past five years any other directorships in any

company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section

15(d) of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940.

believe that Mr.

Quintana is qualified to serve on our Board of Directors because of his wealth of experience in the telecom industry.

December 1, 2014 to present, Mr.

Perez serves as CFO of Deerbrook Family Dentistry, PC, Dental Practice in Humble, Texas.

From November

1, 2017 to January 31, 2019, he served as Senior Accountant to Principrin School, PC, Day Care in Houston, Texas.

Perez has been in finance for more than 40 years, starting in 1970 as analyst in treasury and finance departments and progressively assuming

different positions up to corporate treasurer for large corporations.

He served for Sudamtex of Venezuela, C.A for 5 years and Polar

Brewery in Caracas, Venezuela for 10 year.

Beginning in 2000, he accepted a position as a Director of the Security and Exchange Commission

of Venezuela to have the surveillance of Venezuelan stock market participants.

Also, in 2004 he completed the requirements and received

his certification as a Venezuelan Investment Advisor.

Later, as an independent contractor for three years, he was selected as the Corporate

Compliance Officer for an especially important stock market broker dealer in Venezuela, Activalores Casa de Bolsa, in which he developed

the Compliance Unit and manuals required by local and international anti money laundering laws.

He also taught Advanced Institute of

Finance (IAF) in Caracas being a professor of Corporate Finance and Managerial Accounting for 5 years.

Perez has a Bachelor’s degree in accounting (1976), and MBA Finance (1982), gave me the overall knowledge of finance and how to

plan, start up, run, and control a business.

have selected Mr.

Perez to serve as an independent director because of his education, skills and experience in finance and his regulatory

Antonio Barreto

2006 to the present, Mr.

Barreto has been Chief Business Development Officer of Xpectra Remote Management / Mexico.

There he was in charge

of directing all aspects of account development and sales effort to close specific private and government opportunities and developing

strategic accounts in Mexico and the LATAM region.

From 2020 to present, he has been an advisor to our Board of Directors.

Barreto has more than 30 years of experience working

in telecommunications and technology companies.

He has been directly responsible of leading the business development and operational in

several telecommunication and technology companies’ acquisition activity, with the responsibility of leading the technical, operation

and financial analysis.

Over the last 14 years, Jose Antonio has been the North and Central American leader, spanning from Mexico to Panama,

in the development of commercial processes in the technology security field, artificial intelligence, Internet of Things (IoT) platforms,

as well as cutting edge technology solutions and software systems.

He studied Electronic Engineering at the Universidad

Simón Bolivar followed by a Master of Science Degree in Electrical and Computer Engineering at Rice University.

He also completed

the Master in Telecommunications Management offered by Universidad Simon Bolivar and the Telecom SudParis Institute.

We have selected Mr.

Barreto to serve as an independent director because

of his education, skills and experience in technology companies.

From March 2020 to the present, Mr.

Segnini has been

serving as Global Carrier Partnership Director of Sierra Wireless.

From June 2019 to February 2020, he served as an Independent Telecom

From 2017 to 2019, he served as Director of International Carrier Business for Televisa Telecom.

From 2012 to 2019, he served

as Director International Carrier Business for Millicom.

Segnini is a long time Telecommunicaction industry professional who

has had high level positions at Global Tier Ones for more than 20 years, Telefonica, Millicon and Televisa, Sierra Wireless to mention

Segnini has extensive executive experience in the Telecom areas like Voice, A2P, SMS, Data, Roaming, Mobility Services, B2B,

MNO, MVNO, IoT, Interconnection, etc., and a solid business performance record spanning multiple functions including International commercial

negotiations, management, sales, business development, sales, regulatory and operations.

Segnini holds a Juris Doctor degree

from the Andres Bello Catholic University, a Telecommunication Masters Degree from Madrid Pontificia Comillas University and an MBA from

IESA Business School

Term of Office

Our Directors are appointed for a one-year term to hold office until the

next annual general meeting of our stockholders or until removed from office in accordance with our bylaws.

Our officers are appointed

by our board of directors and hold office until removed by the board, subject to their respective employment agreements.

Significant Employees

We have no significant employees other than our officers and directors.

Family Relationships

There are no family relationships between or among the directors, executive

officers or persons nominated or chosen by us to become directors or executive officers.

Involvement in Certain Legal Proceedings

During the past 10 years, none of our current directors, nominees for directors

or current executive officers has been involved in any legal proceeding identified in Item 401(f) of Regulation S-K, including:

Any petition under the Federal bankruptcy laws or any state

insolvency law filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property

of such person, or any partnership in which he or she was a general partner at or within two years before the time of such filing, or

any corporation or business association of which he or she was an executive officer at or within two years before the time of such filing;

Any conviction in a criminal proceeding or being named a subject

of a pending criminal proceeding (excluding traffic violations and other minor offenses);

Being subject to any order, judgment, or decree, not subsequently

reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him or her from, or otherwise

limiting, the following activities:

Acting as a futures commission merchant, introducing broker,

commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity

Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer

in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance

company, or engaging in or continuing any conduct or practice in connection with such activity;

Barreto has more than 30 years of experience working in telecommunications and technology companies.

He has been directly responsible

of leading the business development and operational in several telecommunication and technology companies’ acquisition activity,

with the responsibility of leading the technical, operation and financial analysis.

Over the last 14 years, Jose Antonio has been the

North and Central American leader, spanning from Mexico to Panama, in the development of commercial processes in the technology security

field, artificial intelligence, Internet of Things (IoT) platforms, as well as cutting edge technology solutions and software systems.

studied Electronic Engineering at the Universidad Simón Bolivar followed by a Master of Science Degree in Electrical and Computer

Engineering at Rice University.

He also completed the Master in Telecommunications Management offered by Universidad Simon Bolivar and

the Telecom SudParis Institute.

We have selected

Barreto to serve as an independent director because of his education, skills and experience in technology companies.

March 2020 to the present, Mr.

Segnini has been serving as Global Carrier Partnership Director of Sierra Wireless.

From June 2019 to

February 2020, he served as an Independent Telecom Consultant.

From 2017 to 2019, he served as Director of International Carrier Business

for Televisa Telecom.

From 2012 to 2019, he served as Director International Carrier Business for Millicom.

Segnini is a long time Telecommunicaction industry professional who has had high level positions at Global Tier Ones for more than 20

years, Telefonica, Millicon and Televisa, Sierra Wireless to mention a few.

Segnini has extensive executive experience in the Telecom

areas like Voice, A2P, SMS, Data, Roaming, Mobility Services, B2B, MNO, MVNO, IoT, Interconnection, etc., and a solid business performance

record spanning multiple functions including International commercial negotiations, management, sales, business development, sales, regulatory

and operations.

Segnini holds a Juris Doctor degree from the Andres Bello Catholic University, a Telecommunication Masters Degree

from Madrid Pontificia Comillas University and an MBA from IESA Business School

Directors are appointed for a one-year term to hold office until the next annual general meeting of our stockholders or until removed

from office in accordance with our bylaws.

Our officers are appointed by our board of directors and hold office until removed by the

board, subject to their respective employment agreements.

have no significant employees other than our officers and directors.

Relationships

are no family relationships between or among the directors, executive officers or persons nominated or chosen by us to become directors

or executive officers.

in Certain Legal Proceedings

the past 10 years, none of our current directors, nominees for directors or current executive officers has been involved in any legal

proceeding identified in Item 401(f) of Regulation S-K, including:

Any petition under the Federal bankruptcy laws or any state insolvency law filed by or against, or a receiver, fiscal agent or similar

officer was appointed by a court for the business or property of such person, or any partnership in which he or she was a general partner

at or within two years before the time of such filing, or any corporation or business association of which he or she was an executive

officer at or within two years before the time of such filing;

Any conviction in a criminal proceeding or being named a subject of a pending criminal proceeding (excluding traffic violations and other

minor offenses);

Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,

permanently or temporarily enjoining him or her from, or otherwise limiting, the following activities:

Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage

transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing,

or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment

company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection

with such activity;

Engaging in any type of business practice;

Engaging in any activity in connection with the purchase

or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

Being subject to any order, judgment or decree, not subsequently

reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the

right of such person to engage in any type of business regulated by the Commodity Futures Trading Commission, securities, investment,

insurance or banking activities, or to be associated with persons engaged in any such activity;

Being found by a court of competent jurisdiction in a civil

action or by the SEC to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission

has not been subsequently reversed, suspended, or vacated;

Being found by a court of competent jurisdiction in a civil

action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action

or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

Being subject to, or a party to, any Federal or State judicial

or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation

Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of

Federal or State securities laws or Federal commodities laws;

Being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring,

suspending or otherwise limiting for more than 60 days the right of such person to engage in any type of business regulated by the Commodity

Futures Trading Commission, securities, investment, insurance or banking activities, or to be associated with persons engaged in any

such activity;

Being found by a court of competent jurisdiction in a civil action or by the SEC to have violated any Federal or State securities law,

and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

Being found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any

Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently

reversed, suspended or vacated;

Being subject to, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently

reversed, suspended or vacated, relating to an alleged violation of:

Any Federal or State securities or commodities law or regulation;

Any law or regulation respecting financial institutions or

insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money

penalty or temporary or permanent cease-and-desist order, or removal or prohibition order;

Any law or regulation prohibiting mail or wire fraud or fraud

in connection with any business entity;

Being subject to, or a party to, any sanction or order, not subsequently

reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C.

78c(a)(26))),

any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C.

1(a)(29))), or any equivalent exchange,

association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Director Independence

The Board of Directors reviews the independence of our directors on the

basis of standards adopted by the NASDAQ Stock Market (“NASDAQ”).

As a part of this review, the Board of Directors considers

transactions and relationships between our company, on the one hand, and each director, members of the director’s immediate family,

and other entities with which the director is affiliated, on the other hand.

The purpose of such a review is to determine which, if any,

of such transactions or relationships were inconsistent with a determination that the director is independent under NASDAQ rules.

result of this review, the Board of Directors has determined that none of our directors is an “independent director” within

the meaning of applicable NASDAQ listing standards.

Committees of the Board

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

separately-designated Nominating Committee.

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

a majority of independent members.

Company has a Compensation Committee with a majority of independent members.

Section 16(a) Beneficial Ownership

Reporting Compliance

Section 16(a) of the Exchange Act

requires our directors and executive officers and persons who beneficially own more than ten percent of a registered class of the Company’s

equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity

securities of the Company.

Officers, directors and greater than ten percent beneficial stockholders are required by SEC regulations to

furnish us with copies of all Section 16(a) forms they file.

To the best of our knowledge based solely on a review of Forms 3, 4, and

5 (and any amendments thereof) received by us, no persons have failed to file, on a timely basis, the identified reports required by Section

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

Code of Ethics

Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent

injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or

prohibition order;

Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;

Being subject to, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization

(as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C.

78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of

the Commodity Exchange Act (7 U.S.C.

1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary

authority over its members or persons associated with a member.

Board of Directors reviews the independence of our directors on the basis of standards adopted by the NASDAQ Stock Market (“NASDAQ”).

As a part of this review, the Board of Directors considers transactions and relationships between our company, on the one hand, and each

director, members of the director’s immediate family, and other entities with which the director is affiliated, on the other hand.

The purpose of such a review is to determine which, if any, of such transactions or relationships were inconsistent with a determination

that the director is independent under NASDAQ rules.

As a result of this review, the Board of Directors has determined that none of our

directors is an “independent director” within the meaning of applicable NASDAQ listing standards.

August 25, 2021, the Board authorized the creation of an Audit Committee.

Raul Perez (chair), Italo Segnini and Jose Antonio Barreto

were appointed to serve on the Audit Committee.

of Messrs Perez, Segnini and Barreto have been determined by the Board to be independent directors within the meaning of NASDAQ Rule

Perez was identified and designated by the Board as an “audit committee financial expert,” as defined by the

SEC in Item 407 of Regulation S-K.

November 17, 2022, we authorized the creation of a Compensation Committee.

The Compensation Committee’s responsibilities, which

are discussed in detail in its Charter, include the following:

consultation with our senior management, establish our general compensation philosophy and oversee the development and implementation

of our compensation programs;

the base salary, incentive compensation and any other compensation for our Chief Executive Officer to the Board of Directors and

review and approve the Chief Executive Officer’s recommendations for the compensation of all other officers of our company

and its subsidiary;

our incentive and stock-based compensation plans, and discharge the duties imposed on the Compensation Committee by the terms of

and approve any severance or termination payments proposed to be made to any current or former officer of our company;

other functions or duties deemed appropriate by the Board of Directors.

Committee is comprised of, Raul Perez, Jose Antonio Barreto, and Italo Segnini, with Mr.

Segnini serving as Chairperson.

Each of Messrs.

Perez, Barreto and Segnini have been determined by the Board to be an independent director within the meaning of NASDAQ Rule 5605.

June 12, 2023, our Board of Directors adopted a charter for our newly created Nominating and Governance Committee (the “Committee”).

The Committee is responsible for the oversight of our director nominations process, including recommending nominees to the Board of Directors

for approval and for the development and maintenance of our corporate governance policies.

Board of Directors appointed the following persons to the Committee:

Raul Perez, Jose Antonio Barreto and Italo Segnini, with Mr.

serving as Chairperson.

16(a) Beneficial Ownership Reporting Compliance

16(a) of the Exchange Act requires our directors and executive officers and persons who beneficially own more than ten percent of a registered

class of the Company’s equity securities to file with the SEC initial reports of ownership and reports of changes in ownership

of common stock and other equity securities of the Company.

Officers, directors and greater than ten percent beneficial stockholders

are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.

To the best of our knowledge based solely

on a review of Forms 3, 4, and 5 (and any amendments thereof) received by us, no persons have failed to file, on a timely basis, the

identified reports required by Section 16(a) of the Exchange Act during fiscal year ended December 31, 2024.

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

17 unchanged sentences

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

it to be part of this prospectus.

it to be part of this annual report.

Executive Compensation

The table below summarizes all compensation awarded to, earned by, or paid

to our former or current executive officers for the fiscal years ended December 31, 2023 and 2022.

Name and principal

Leandro Iglesias

President, CEO and Director

Alvaro Quintana

Treasury, Secretary and Director

Juan Carlos López

Chief Commercial Officer

On May 2, 2019, the Company entered into Employment Agreements with the

following persons:

(i) Leandro Iglesias as President, CEO and Chairperson of the Company’s Board of Directors with an annual salary

of $168,000 with an annual bonus of 3% of our net income;

(ii) Juan Carlos Lopez Silva as Chief Commercial Officer with an annual salary

of $120,000 with an annual bonus of 3% of our net income;

and Alvaro Quintana Cardona as Chief Operating Officer and Chief Financial Officer

with an annual salary of $144,000 with an annual bonus of 3% of our net income.

The Employment Agreements have a term of 36 months, are

renewable automatically for 24-month periods, unless the Company gives written notice at least 90 days prior to termination of the initial

36-month term.

The Company shall have the right to terminate any of the employment agreements at any time without prior notice, but in

that event, the Company shall pay these persons salaries and other benefits they are entitled to receive under their respective agreements

for three years.

The above executive officers agreed to two year non-compete and non-solicit restrictive covenants with the Company.

any of the executive officers are terminated for cause they shall forfeit any rights to severance.

On November 1, 2020, our board of directors approved amended employments

in favor of our Chief Executive Officer, Leandro Iglesias, our Chief Financial Officer, Alvaro Quintana, and our Chief Commercial Officer,

Juan Carlos Lopez Silva.

The amended employment agreement in favor of Mr.

Iglesias extended the

term of employment from 36 months to 60 months.

The now five year employment agreement with Mr.

Iglesias provides that we will compensate

him with a salary of $17,000 monthly and he is eligible for quarterly bonus of 250,000 shares of our common stock.

If we do not have the

cash available, the agreement provides that Mr.

Iglesias may convert his accrued salary/bonus into shares of our common stock or newly

created Series A Preferred Stock.

For common shares, the amount of accrued salary to be converted into shares must be determined by considering

the average price per share of the Company’s common stock on the OTC Markets during the last 10 days and applying a discount of

25%.” For Series A Preferred Shares, the amount of accrued salary to be converted into shares is the per share conversion price

for common shares multiplied by ten US Dollars ($10).

Iglesias has a further right to convert any common shares under his control

into Series A Preferred shares at any time at a rate of ten (10) common shares for each Series A Preferred share.

The amended employment agreement in favor of Mr.

Quintana extended the

term of employment from 36 months to 60 months.

The now five year employment agreement with Mr.

Quintana provides that he is eligible

for quarterly bonus of 200,000 shares of our common stock.

table below summarizes all compensation awarded to, earned by, or paid to our former or current executive officers for the fiscal years

ended December 31, 2024 and 2023.

and principal

CEO and Director

Secretary and Director

Commercial Officer(1)

2024, Juan Carlos Lopez Silva resigned from his position as Chief Commercial Officer of the Company.

Lopez will formally assume

the position of CEO of the IQSTEL subsidiaries, Etelix and SwissLink, a position that he has been holding as interim in recent months.

The existing employment agreement Mr.

Lopez has with the Company will remain in effect with the change in position.

May 2, 2019, the Company entered into Employment Agreements with the following persons:

(i) Leandro Iglesias as President, CEO and Chairperson

of the Company’s Board of Directors with an annual salary of $168,000 with an annual bonus of 3% of our net income;

(ii) Juan Carlos

Lopez Silva as Chief Commercial Officer with an annual salary of $120,000 with an annual bonus of 3% of our net income;

and Alvaro Quintana

Cardona as Chief Operating Officer and Chief Financial Officer with an annual salary of $144,000 with an annual bonus of 3% of our net

The Employment Agreements have a term of 36 months, are renewable automatically for 24-month periods, unless the Company gives

written notice at least 90 days prior to termination of the initial 36-month term.

The Company shall have the right to terminate any

of the employment agreements at any time without prior notice, but in that event, the Company shall pay these persons salaries and other

benefits they are entitled to receive under their respective agreements for three years.

The above executive officers agreed to two year

non-compete and non-solicit restrictive covenants with the Company.

If any of the executive officers are terminated for cause they shall

forfeit any rights to severance.

November 1, 2020, our board of directors approved amended employments in favor of our Chief Executive Officer, Leandro Iglesias, our

Chief Financial Officer, Alvaro Quintana, and our Chief Commercial Officer, Juan Carlos Lopez Silva.

amended employment agreement in favor of Mr.

Iglesias extended the term of employment from 36 months to 60 months.

The now five year

employment agreement with Mr.

Iglesias provides that we will compensate him with a salary of $17,000 monthly and he is eligible for quarterly

bonus of 250,000 shares of our common stock.

If we do not have the cash available, the agreement provides that Mr.

may convert his accrued salary/bonus into shares of our common stock or newly created Series A Preferred Stock.

For common shares, the

amount of accrued salary to be converted into shares must be determined by considering the average price per share of the Company’s

common stock on the OTC Markets during the last 10 days and applying a discount of 25%.” For Series A Preferred Shares, the amount

of accrued salary to be converted into shares is the per share conversion price for common shares multiplied by ten US Dollars ($10).

Quintana has a further right to convert any common shares under his control into Series A Preferred shares at any time at a rate of

ten (10) common shares for each Series A Preferred share.

The amended employment agreement in favor of Mr.

Silva extended the term

of employment from 36 months to 60 months.

Silva is eligible for quarterly bonuses of 150,000 shares of our common stock.

not have the cash available, the agreement provides that Mr.

Iglesias may convert his accrued salary/bonus into shares of our common stock

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

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

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

Alvaro Quintana Cardona, to replace their existing agreements.

Iglesias may convert

his accrued salary/bonus into shares of our common stock or newly created Series A Preferred Stock.

For common shares, the amount of

accrued salary to be converted into shares must be determined by considering the average price per share of the Company’s common

stock on the OTC Markets during the last 10 days and applying a discount of 25%.” For Series A Preferred Shares, the amount of

accrued salary to be converted into shares is the per share conversion price for common shares multiplied by ten US Dollars ($10).

Iglesias has a further right to convert any common shares under his control into Series A Preferred shares at any time at a rate of ten

(10) common shares for each Series A Preferred share.

amended employment agreement in favor of Mr.

Quintana extended the term of employment from 36 months to 60 months.

The now five year

employment agreement with Mr.

Quintana provides that he is eligible for quarterly bonus of 200,000 shares of our common stock.

do not have the cash available, the agreement provides that Mr.

Quintana may convert his accrued salary/bonus into shares of our common

stock or newly created Series A Preferred Stock.

For common shares, the amount of accrued salary to be converted into shares must be

determined by considering the average price per share of the Company’s common stock on the OTC Markets during the last 10 days

and applying a discount of 25%.” For Series A Preferred Shares, the amount of accrued salary to be converted into shares is the

per share conversion price for common shares multiplied by ten US Dollars ($10).

Quintana has a further right to convert any common

shares under his control into Series A Preferred shares at any time at a rate of ten (10) common shares for each Series A Preferred share.

amended employment agreement in favor of Mr.

Silva extended the term of employment from 36 months to 60 months.

Silva is eligible

for quarterly bonuses of 150,000 shares of our common stock.

If we do not have the cash available, the agreement provides that Mr.

may convert his accrued salary/bonus into shares of our common stock at the average price of our common stock during the last 10 days

after applying a discount of 25%.

February 29, 2024, our board of directors approved amended and restated employment and indemnification agreements in favor of our Chief

Executive Officer, Leandro Jose Iglesias and our Chief Financial Officer, Alvaro Quintana Cardona, to replace their existing agreements.

The agreements are effective as of January 1, 2024.

The new five year employment agreement with Mr.

Iglesias provides that

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

(i) up to two months of salary on a

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

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

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

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

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

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

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

termination without cause.

The new five year employment agreement with Mr.

Quintana provides that

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

(i) up to two months of salary on a

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

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

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

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

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

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

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

termination without cause.

Option Grants

We have not granted any options or stock appreciation rights to our named

executive officers or directors since inception.

We do not have any stock option plans.

Compensation of Directors

All Directors shall receive reimbursement for reasonable travel expenses

incurred to attend Board and committee meetings.

Effective on July 1, 2021 and thereafter, all Directors shall be compensated

monthly up to 4,000 shares of common stock cash of $1,000 for their service as Directors.

The Chairman and Secretary of the Board shall

receive an additional $2,000 per month in addition to the Director compensation.

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

to receive shares of the Corporation's Common Stock equal to the total cash compensation divided by the average market value of the Company's

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

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

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

The Chairman and Secretary of the Board shall

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

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

income on a yearly basis.

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

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

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

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension, retirement

or similar benefits to our directors or executive officers.

We have no material bonus or profit sharing plans pursuant to which cash or

non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion

of the board of directors or a committee thereof.

Compensation Committee

The Company have a compensation committee of the board of directors.

committee is constituted by independent members of the Board and participates in the consideration of executive officer and director compensation.

Indebtedness of Directors, Senior Officers, Executive Officers and Other

None of our directors or executive officers or any associate or affiliate

of our company during the last two fiscal years is or has been indebted to our company by way of guarantee, support agreement, letter

of credit or other similar agreement or understanding currently outstanding.

Security Ownership of

Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth, as of March 27, 2024, certain information

as to shares of our voting stock owned by (i) each person known by us to beneficially own more than 5% of our outstanding voting stock,

(ii) each of our directors, and (iii) all of our executive officers and directors as a group.

Unless otherwise indicated below, to our knowledge, all persons listed

below have sole voting and investment power with respect to their shares of voting stock, except to the extent authority is shared by

spouses under applicable law.

Unless otherwise indicated below, each entity or person listed below maintains an address of 300

Aragon Avenue, Suite 375, Coral Gables, FL 33134.

The number of shares beneficially owned by each stockholder is determined

under rules promulgated by the SEC.

The information is not necessarily indicative of beneficial ownership for any other purpose.

these rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting or investment power

and any shares as to which the individual or entity has the right to acquire beneficial ownership within 60 days through the exercise

of any stock option, warrant or other right.

The inclusion in the following table of those shares, however, does not constitute an admission

that the named stockholder is a direct or indirect beneficial owner.

new five year employment agreement with Mr.

Iglesias provides that we will compensate him with a salary of $31,000 monthly and he is

eligible for a bonus as follows:

(i) up to two months of salary on a yearly basis, (ii) up to 4% of our net income on a yearly basis,

and (iii) up to 1,000,000 shares of our common stock, a determined by our board of directors, all payable 15 days after our annual report

If we do not have the cash available, the agreement provides that Mr.

Iglesias may convert his accrued salary/bonus into shares

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

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

Iglesias is terminated for cause he shall forfeit

any rights to severance, which is available to him in the event of termination without cause.

new five year employment agreement with Mr.

Quintana provides that we will compensate him with a salary of $22,000 monthly and he is

eligible for a bonus as follows:

(i) up to two months of salary on a yearly basis, (ii) up to 4% of our net income on a yearly basis,

and (iii) up to 800,000 shares of our common stock, a determined by our board of directors, all payable 15 days after our annual report

If we do not have the cash available, the agreement provides that Mr.

Cardona may convert his accrued salary/bonus into shares

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

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

Quintana is terminated for cause he shall forfeit

any rights to severance, which is available to him in the event of termination without cause.

have not granted any options or stock appreciation rights to our named executive officers or directors since inception.

We do not have

any stock option plans.

Directors shall receive reimbursement for reasonable travel expenses incurred to attend Board and committee meetings.

on July 1, 2021 and thereafter, all Directors shall be compensated monthly up to 4,000 shares of common stock cash of $1,000 for their

service as Directors.

The Chairman and Secretary of the Board shall receive an additional $2,000 per month in addition to the Director

compensation.

lieu of the cash compensation set forth above, each Director may elect to receive shares of the Corporation's Common Stock equal to the

total cash compensation divided by the average market value of the Company's Common Stock during the last 10 trading days and applying

a discount of 25%.

on January 1, 2024, and thereafter, all Directors shall be compensated monthly with 10,000 shares of common stock cash of $2,500 for

their service as Directors.

The Chairman and Secretary of the Board shall receive an additional $2,500 per month in addition

to the Director compensation.

Director shall also be entitled to a bonus of up to 1% of our net income on a yearly basis.

lieu of the cash compensation set forth above, each Director may elect to receive shares of our Common Stock equal to the total

cash compensation divided by the average market value of the Company's Common Stock during the last 10 trading days and applying

a discount of 25%.

Retirement or Similar Benefit Plans

are no arrangements or plans in which we provide pension, retirement or similar benefits to our directors or executive officers.

no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive

officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.

Company have a compensation committee of the board of directors.

This committee is constituted by independent members of the Board and

participates in the consideration of executive officer and director compensation.

of Directors, Senior Officers, Executive Officers and Other Management

of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years is or has been indebted

to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

following table sets forth, as of March 24, 2025, certain information as to shares of our voting stock owned by (i) each person known

by us to beneficially own more than 5% of our outstanding voting stock, (ii) each of our directors, and (iii) all of our executive officers

and directors as a group.

otherwise indicated below, to our knowledge, all persons listed below have sole voting and investment power with respect to their shares

of voting stock, except to the extent authority is shared by spouses under applicable law.

Unless otherwise indicated below, each entity

or person listed below maintains an address of 300 Aragon Avenue, Suite 375, Coral Gables, FL 33134.

number of shares beneficially owned by each stockholder is determined under rules promulgated by the SEC.

The information is not necessarily

indicative of beneficial ownership for any other purpose.

Under these rules, beneficial ownership includes any shares as to which the

individual or entity has sole or shared voting or investment power and any shares as to which the individual or entity has the right

to acquire beneficial ownership within 60 days through the exercise of any stock option, warrant or other right.

The inclusion in

the following table of those shares, however, does not constitute an admission that the named stockholder is a direct or indirect beneficial

Name of Beneficial Owner

2 unchanged sentences

Alvaro Quintana Cardona

Juan Carlos Lopez Silva

Jose Antonio Barreto

Italo Segnini

All Directors and Executive Officers as a Group (6

Preferred Stock

All Directors and Executive Officers as a Group (5 persons)

Series A Preferred Stock

Name of Beneficial Owner

of Shares Owned

Percent of Class

Leandro Iglesias

4 unchanged sentences

All Directors and Executive Officers as a Group (6

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

has sole voting power and investment power (or shares that power with that person’s spouse) with respect to all shares of voting

stock listed as owned by that person or entity.

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

includes any shares as to which a shareholder has sole or shared voting power or investment power, and also any shares which the shareholder

has the right to acquire within 60 days, including upon exercise of common shares purchase options or warrants.

The percent of class is

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

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

includes any shares as to which a shareholder has sole or shared voting power or investment power, and also any shares which the shareholder

has the right to acquire within 60 days, including upon exercise of common shares purchase options or warrants.

The percent of class is

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

Certain Relationships

and Related Transactions, and Director Independence

Other than described below or the transactions described under the heading

“Executive Compensation” (or with respect to which such information is omitted in accordance with SEC regulations), there

have not been, and there is not currently proposed, any transaction or series of similar transactions to which we were or will be a participant

in which the amount involved exceeded or will exceed the lesser of $120,000 or one percent of the average of our total assets at year-end

for the last two completed fiscal years, and in which any director, executive officer, holder of 5% or more of any class of our capital

stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest.

Due from related party

related party

During the years

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

respectively.

As of December

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

The loans are unsecured,

non-interest bearing and due on demand.

Due to related parties

As of December

31, 2023 and 2022, the Company had amounts due to related parties of $26,613.

The amounts are unsecured, non-interest bearing and

due on demand.

Unless otherwise indicated, each person or entity named in the table has sole voting power and investment power (or shares that power

with that person’s spouse) with respect to all shares of voting stock listed as owned by that person or entity.

Pursuant to Rules 13d-3 and 13d-5 of the Exchange Act, beneficial ownership includes any shares as to which a shareholder has sole or

shared voting power or investment power, and also any shares which the shareholder has the right to acquire within 60 days, including

upon exercise of common shares purchase options or warrants.

The percent of class is based on 210,710,170 voting shares as of March 24,

Pursuant to Rules 13d-3 and 13d-5 of the Exchange Act, beneficial ownership includes any shares as to which a shareholder has sole or

shared voting power or investment power, and also any shares which the shareholder has the right to acquire within 60 days, including

upon exercise of common shares purchase options or warrants.

The percent of class is based on 10,000 voting shares as of March 24, 2025.

Certain Relationships and Related Transactions, and Director Independence

than described below or the transactions described under the heading “Executive Compensation” (or with respect to which such

information is omitted in accordance with SEC regulations), there have not been, and there is not currently proposed, any transaction

or series of similar transactions to which we were or will be a participant in which the amount involved exceeded or will exceed the

lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years, and in which

any director, executive officer, holder of 5% or more of any class of our capital stock or any member of the immediate family of any

of the foregoing persons had or will have a direct or indirect material interest.

from related party

the years ended December 31, 2024 and 2023, the Company loaned $89,832 and $192,154 to a related party and collected $33,602

and $79,649, respectively.

of December 31, 2024 and 2023, the Company had amounts due from related parties of $630,715 and $340,515, respectively.

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

to related parties

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

The amounts are unsecured, non-interest

bearing and due on demand.

Principal Accounting Fees and Services

Below are tables of Audit Fees (amounts in US$) billed

by our auditors in connection with the audits of the Company’s annual financial statements for the years ended:

are tables of Audit Fees (amounts in US$) billed by our auditors in connection with the audits of the Company’s annual financial

statements for the years ended:

Financial Statements for the

3 unchanged sentences

Exhibits, Financial Statements Schedules

(a) Financial Statements and Schedules

Financial Statements and Schedules

The following financial statements and schedules listed below are included in this Form 10-K.

Financial Statements (See Item 8)

Statements (See Item 8)

Interest Purchase Agreement(1)

3 unchanged sentences

Purchase Agreement, dated January 19, 2024(23)

Company Agreement, dated May 10, 2024(26)

Amendment to Share Purchase Agreement, dated June 27, 2024(27)

of Incorporation of the Registrant(2)

1 unchanged sentence

of Amendment(18)

Certificate of Designation(20)

Certificate of Designation(21)

Certificate of Designation(22)

Amended and Restated Bylaws of the Registrant(19)

of Designation(20)

of Designation(21)

of Designation(22)

and Restated Bylaws of the Registrant(19)

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

11 unchanged sentences

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

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

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

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

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

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

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

Company Agreement, dated April 21, 2022(12)

Company Agreement, dated May 6, 2022(13)

Stock Purchase Option with Apollo dated April 5, 2022(14)

Common Stock Purchase Option with Apollo dated September 29, 2022(15)

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

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

Agreement with Carmen Cabell(1)

14 unchanged sentences

Exhibit 10.13

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

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

Exhibit 10.14

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

Purchase Agreement, dated January 24, 2024(23)

Exhibit 10.15

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

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

Exhibit 10.16

Security Agreement, dated January 24, 2024(23)

Agreement, dated January 24, 2024(23)

Exhibit 10.17

and Restated Employment Agreement with Mr.

Iglesias, dated February 29, 2024(25)

Exhibit 10.18

and Restated Indemnification Agreement with Mr.

Iglesias, dated February 29, 2024(25)

Exhibit 10.19

and Restated Employment Agreement with Mr.

Cardona, dated February 29, 2024(25)

Exhibit 10.20

and Restated Indemnification Agreement with Mr.

Cardona, dated February 29, 2024(25)

Exhibit 10.21

of Understanding, dated October 18, 2024(28)

Exhibit 10.22

of Understanding, dated November 1, 2024(29)

Code of Business Conduct and Ethics(17)

Exhibit 31.1**

Certification of Chief Executive Officer

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

Certification of Chief Executive Officer pursuant to

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

Exhibit 31.2**

Certification of Chief Financial Officer

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

Certification of Chief Financial Officer pursuant to

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

Exhibit 32.1**

Certification of Chief Executive Officer

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

Certification of Chief Executive Officer and Chief

Financial Officer pursuant to 18 U.S.C.

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

Exhibit 101**

The following materials from the Company’s

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

Filed herewith**

Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on June 28, 2018.

Incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the US Securities and Exchange Commission on August 18, 2011.

Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on August 31, 2018.

Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on March 30, 2020.

Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on February 25, 2020.

Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on February 19, 2020.

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

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

Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on December 11, 2019.

Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on May 6, 2019.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The following materials from the Company’s Annual

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

by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on June 28, 2018.

Incorporated by reference

to the Company’s Registration Statement on Form S-1 filed with the US Securities and Exchange Commission on August 18, 2011.

Incorporated by reference

to the Company’s Form 8-K filed with the US Securities and Exchange Commission on August 31, 2018.

Incorporated by reference

to the Company’s Form 8-K filed with the US Securities and Exchange Commission on March 30, 2020.

Incorporated by reference

to the Company’s Form 8-K filed with the US Securities and Exchange Commission on February 25, 2020.

Incorporated by reference

to the Company’s Form 8-K filed with the US Securities and Exchange Commission on February 19, 2020.

Incorporated by reference

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

Incorporated by reference

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

Incorporated by reference

to the Company’s Form 8-K filed with the US Securities and Exchange Commission on December 11, 2019.

Incorporated by reference

to the Company’s Form 8-K filed with the US Securities and Exchange Commission on May 6, 2019.

Incorporated by reference

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

Incorporated by reference

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

Incorporated by reference

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

Incorporated by reference

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

Incorporated by reference

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

Incorporated by reference

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

Incorporated by reference

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

Incorporated by reference

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

Incorporated by reference

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

Incorporated by reference

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

Incorporated by reference

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

Incorporated by reference

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

Incorporated by reference

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

Incorporated by reference

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

Incorporated by reference

to the Company’s Form 8-K filed with the US Securities and Exchange Commission on March 4, 2024.

Incorporated by reference

to the Company’s Form 8-K filed with the US Securities and Exchange Commission on May 10, 2024.

Incorporated by reference

to the Company’s Form 8-K filed with the US Securities and Exchange Commission on July 2, 2024.

Incorporated by reference

to the Company’s Form 8-K filed with the US Securities and Exchange Commission on October 22, 2024.

Incorporated by reference

to the Company’s Form 8-K filed with the US Securities and Exchange Commission on November 4, 2024.

Form 10-K Summary

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act

of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of Section 13 or 15(d) of the Exchange

Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

/s/ Leandro Iglesias

1 unchanged sentence

Chief Executive Officer, Principal Executive Officer

April 1, 2024

March 31, 2025

/s/ Alvaro Quintana Cardona

Alvaro Quintana Cardona

Chief Operating Officer, Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer

April 1, 2024

Pursuant to the requirements of the Securities Exchange Act of 1934, this

report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Chief Operating Officer, Chief Financial Officer, Principal

Financial Officer and Principal Accounting Officer

March 31, 2025

Pursuant to the requirements of the Securities Exchange Act of 1934,

this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Leandro Iglesias

Leandro Iglesias

Chief Executive Officer, Principal Executive Officer

April 1, 2024

Executive Officer, Principal Executive Officer

March 31, 2025

/s/ Alvaro Quintana Cardona

Alvaro Quintana Cardona

Chief Operating Officer, Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer

April 1, 2024

Chief Operating Officer, Chief Financial Officer, Principal

Financial Officer and Principal Accounting Officer

March 31, 2025

/s/ Raul Perez

April 1, 2024

March 31, 2025

/s/ Jose Antonio Barreto

Jose Antonio Barreto

April 1, 2024

March 31, 2025

/s/ Italo Segnini

Italo Segnini

April 1, 2024

March 31, 2025

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

What changed 10-K

Item 9A. Controls and Procedures