What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2026-04-06 compared with 2025-03-31 · 429 added, 407 removed, 37 unchanged (96% of the section changed)

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

Company Description

(the Company when making reference to

consolidated company) is a technology company with operations in 20 countries (Argentina, Armenia, Austria, Canada, Colombia, Germany,

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

that offers leading-edge services through its 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.

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.

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 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.

Telecom LLC .

is a 51% owned subsidiary of IQSTEL Inc.

that offers leading-edge services through its subsidiaries in the telecommunications, fintech, and AI-enhanced industries.

presence includes offices in USA, Argentina, UK, Switzerland, Turkey, and Dubai, and we target diverse and high-growth markets.

more than 603 high value network interconnections around the world, delivering international voice, SMS, and connectivity services that

form the core of our business.

Our strategy focuses on leveraging synergies among our subsidiaries to drive innovation, operational efficiency,

and growth through organic development and strategic acquisitions.

Our Telecom Division, which represents the majority

of current operations and accounted for 91% of our revenues for the year ended December 31, 2025, offers Voice over Internet Protocol

(VoIP), SMS, proprietary Internet of Things (IoT) solutions, and international fiber-optic connectivity through its subsidiaries:

(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).

Also under the Telecom Division, our developing Blockchain

Platform Business Line offers our proprietary Mobile Number Portability Application (MNPA) through our subsidiary, itsBchain (www.itsbchain.com).

The Company’s developing Fintech Business Line

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

and mobile top-up services.

Our Fintech subsidiary, Global Money One Inc., aims to provide immigrants access to reliable financial services

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

Additionally, GlobeTopper LLC (www.globetopper.com),

our most recent acquisition, supports expansion and integration of our business divisions through its B2B digital gift card and incentives

platform, which represented 9% and 0% of our revenues for the years ended December 31, 2025 and 2024.

Our Artificial Intelligence (AI) division, Reality

Border (www.realityborder.com), initially developed an AI-enhanced immersive digital experience platform.

Building on that early development

work—including conversational interfaces, multilingual models, and AI-driven workflows—Reality Border now develops practical

AI software solutions for enterprise and telecommunications applications.

Reality Border currently serves as IQSTEL’s AI innovation and product development platform.

Its activities include AI agents and

related software solutions designed for web, voice, and contact center environments, as well as integration with telecommunications infrastructure,

business systems, and security layers.

The Company’s AI strategy includes solutions such as Airweb.ai for AI-powered customer engagement

across web and phone channels, IQ2Call.ai for AI-enabled call center and customer care applications, and IQCortex.ai for broader AI platform

capabilities and enterprise use cases.

Reality Border’s current development efforts include software functionality, workflow orchestration, multilingual interaction,

system integration, and operational deployment models intended for business use.

Reality Border’s earlier immersive platform work

contributed to capabilities that are now being applied in its AI products;

however, the current business emphasis is on AI solutions

for enterprise and telecommunications operations rather than metaverse-based environments.

The 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.

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.

We recognize that access to ubiquitous communications, virtual banking, and information/content is critical to the pursuit of human needs

(physiological, safety, relationships, esteem, and self-actualization).

IQSTEL operates through business divisions focused on telecommunications

(communications), fintech (financial freedom), and AI services (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

91% of our 2025 revenues, fintech services represent 9%, while our other business lines (including blockchain and certain AI initiatives)

are in a pre-revenue stage for the financial periods presented.

Telecom Subsidiaries for voice services:

Etelix.com USA LLC , a wholly owned subsidiary

of IQSTEL Inc., is a US based international telecom carrier founded in 2008 that provides telecom and technology solutions worldwide,

with commercial presence in North America, Latin America, and Europe.

Etelix provides International Long-Distance voice services for

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

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.

In 2013, Etelix participated in a consortium of telecommunications

carriers that upgraded the Maya-1 submarine cable system, which runs from Hollywood, Florida to Tolú, Colombia.

As part of this

arrangement, Etelix held 10 Gbps of capacity, which was subsequently sold to a third party customer.

This transaction expanded Etelix’s

ability at that time to provide additional international connectivity capacity to support customer demand.

SwissLink Carrier AG , a 51% owned subsidiary

of IQSTEL Inc., strengthens the company’s international telecommunications portfolio as a Switzerland-based carrier with global

VoIP connectivity and notable commercial presence across Europe, the CIS, and Latin America.

In addition to its license as a Swiss-licensed

operator, SwissLink expanded its regulatory footprint in February 2026 by obtaining two key licenses in Italy:

(a) Network Infrastructure

& Provision, which authorizes the management of network infrastructure, licensed spectrum applications, number-hosting, transit operations,

and the support of third-party ISPs;

and (b) Publicly Available Telephone Services, enabling the provision of fixed voice services and

direct interconnection agreements for voice resellers and value-added services.

These dual Italian licenses, alongside its Swiss authorization,

position SwissLink as a full-cycle operator in Italy, granting end-to-end autonomy, technical sovereignty, enhanced reliability, cost

optimization, operational agility, and complete regulatory compliance.

Thanks to its strategic position in Europe, SwissLink enables

the IQSTEL group to be highly competitive in capturing voice traffic destined for Asian and African markets.

Notably, more than 50% of

traffic terminating in Africa originates from European customers, while nearly 40% of traffic to Asia also flows from Europe, underscoring

Europe’s crucial role as an international telecommunications hub.

SwissLink’s robust interconnections with leading carriers—including

Orange Wholesale International, CJC Global Connections & Consulting LLC, iBASIS Communications AG, U.S.

South Communications, Inc.,

Belgacom International Carrier, Bell Canada Inc., and SWISSCOM (SCHWEIZ) AG—further extend IQSTEL’s reach and operational

efficiency, supporting expansion in high-growth regions across Asia and Africa.

Whisl Telecom LLC , a 51% owned subsidiary

of IQSTEL Inc., significantly enhances the company’s telecom business through its provision of high-quality services and innovative,

out-of-the-box solutions.

As a U.S.-based company, Whisl Telecom primarily serves the Carrier-to-Carrier Global industry, while also

maintaining the network infrastructure necessary to deliver services directly to retail end users (endpoints).

Distinguished as one of

carriers with substantial Tier 1 capacity, Whisl offers true high-capacity voice termination, supporting high calls per

second (CPS) and ensuring optimal call quality.

Whisl Telecom’s capabilities contribute

a comprehensive suite of services to IQSTEL’s telecom portfolio, including:

(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 .

Is a 51% owned subsidiary

of IQSTEL Inc.

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

Smartbiz is a US based company that provides international voice termination to niche markets.

With this acquisition IQSTEL expanded its telecommunication services offer to markets the company was not serving before.

commercial relations with relevant players in the industry, among which it is worth mentioning the following:

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.

Esp, and IDT Global Limited.

QXTEL Limited is a 51% owned subsidiary of

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.

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

With 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:

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

across various countries.

• 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:

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:

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

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

1 unchanged sentence

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

• Global Toll-Free Numbers:

Toll-Free Numbers :

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:

(Private Branch Exchange) for small businesses :

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

2 unchanged sentences

affordability and advanced features like call routing and voicemail.

• SIP Trunking:

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

1 unchanged sentence

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.

Telecom services represented 100% of our consolidated

revenue in 2024.

In 2025, revenue from the telecom services represented 91% of the total revenue.

Voice services accounted for 59.83% of the total

revenue in 2025 ($189,605,526 out of the total $316,899,498) compared to 66.09% of the total revenue in 2024 ($187,194,236 out of the

total $283,220,442).

Telecom Subsidiaries for SMS services :

QGlobal 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.

SMS has a commercial presence in Europe, USA and Latin America, with robust international interconnection with Tier-1 SMS Aggregators,

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

Main 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 LLC is a 51% owned subsidiary of

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.

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.

Specialized in the SMS traffic exchange between US and Mexico.

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

The Company entered into the SMS business in 2020

through the acquisition of QGlobal and IoT Labs.

Both companies specialize in international and domestic SMS termination, with emphasis

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

Wholesale Carrier,

Government, Corporate, Enterprise, Small and Medium Companies.

The 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.

The Company’s role in these services is to

ensure seamless voice and SMS communication across international borders by establishing peering agreements with other telecommunication

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.

The 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.

Fintech services:

GlobeTopper, Inc.

In July 2025, the Company

acquired a 51% controlling interest in GlobeTopper, Inc., a global business-to-business (“B2B”) digital gift card and incentives

GlobeTopper provides enterprises with the infrastructure, catalog access, and operational support required to design, source,

and manage digital gift card programs across multiple geographies.

Its platform enables clients to incorporate digital gift cards into

customer acquisition, loyalty, rewards, employee incentives, and other promotional or payment-adjacent use cases.

The company continues

to expand its catalog and geographic coverage of more than 4,000 merchant brands across multiple regions and industry categories, adding

new brands and markets on an ongoing basis.

Since 2024, GlobeTopper has processed over 1 million digital gift card transactions through

its platform.

GlobeTopper operations reported 9% of our revenues for the year ended December 31, 2025.

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.

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.

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 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.

Number 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 Carrier B.

In the countries under our analysis

there are 11 different database administrators.

In terms of dollar value, the number portability

market in the countries under our analysis is estimated at over $86 million per year.

This is based on 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

Our objective is to offer the 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.

Our mobile number portability solution is now being

tested prior to its commercial release.

Global Money One Inc .

Is a 75% owned subsidiary

of IQSTEL Inc.

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.

All available services can be managed through our

mobile App “GlobalMoneyOne” available for IOS and Android.

The first non-commercial release of the Fintech suite was done

in June 2022.

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

cards, the settlement process with the issuer bank, the intermediary entities handling the remittances, and the intermediaries and cellular

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

According to recent estimates from the World Bank,

remittances to low- and middle-income countries continued their upward trajectory, approaching nearly $700 billion in 2025.

to Latin America and the Caribbean reached record levels, driven largely by strong labor-market participation of regional migrants in

the United States.

Within the region, remittances grew sharply in several countries:

Nicaragua registered increases of over 22%, Guatemala

saw growth of around 14%, and Colombia reported gains of more than 14% during the first half of the year.

In contrast, Mexico experienced

a decline of roughly 4.6% after more than a decade of uninterrupted growth.

As a share of GDP, the most recent data show remittances

remaining highly significant across Central America and the Caribbean, with El Salvador and Honduras maintaining ratios above 24% and

25% respectively, while Jamaica and Haiti continue to depend heavily on inflows despite varying economic conditions.

These metrics show

there are business opportunities in the remittances arena and Global Money One has a developed platform to take advantage of them.

Reality Border LLC initially developed an

early proof-of-concept immersive digital platform for IQSTEL.

Building on that early development work, Reality Border now develops AI

software solutions for enterprise and telecommunications applications.

Reality Border currently serves as IQSTEL’s AI innovation

and product development platform, with activities that include AI agents and related software solutions for web, voice, and contact center

environments, as well as integration with telecommunications infrastructure, business systems, and security layers.

Reality Border’s

current development efforts include software functionality, workflow orchestration, multilingual interaction, system integration, and

operational deployment models intended for business use.

The following is a summary of what we believe to

be the material current and proposed international, federal, state, and local laws, regulations, orders, and legislation that could have

a material effect on our business, financial condition, and results of operations.

This summary is not exhaustive, and new or changed

requirements could impose additional material obligations or costs.

Regulation of Telecom in the United States

Telecommunications services in the United States

are subject to comprehensive regulation at the federal, state, and local levels.

Non-compliance with applicable requirements may result

in enforcement actions, including the imposition of interest, fines, or other penalties.

The Federal Communications Commission (“FCC”)

exercises jurisdiction over all telecommunications common carriers to the extent they provide interstate or international services, including

the use of local networks to originate or terminate such traffic.

State public utility commissions regulate these same carriers with

respect to the provision of intrastate and local services.

In addition, local governmental authorities may indirectly affect our operations

through zoning restrictions, taxation, permitting and right-of-way requirements, and franchise obligations.

Any material changes to the

laws, rules, or regulatory frameworks administered by these federal, state, or local authorities could adversely affect our business,

operating results, and financial condition.

Regulation of Telecom by the Federal Communications Commission

Universal Service and Other Regulatory Fees and

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

the Universal Service Order, which requires all telecommunications carriers providing interstate telecommunications services to contribute

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

These periodic contributions are

currently assessed based on a percentage of each contributor’s interstate and international end user telecommunications revenues

reported to the FCC.

Etelix and our other US-based telecom subsidiaries also contribute to several other regulatory funds and programs,

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

Due to the manner

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

In addition, based on the nature of our current business,

we receive certain exemptions from federal Universal Service Fund contributions.

Changes in our business (including growth in our fintech

or AI operations) could eliminate our ability to 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

7 unchanged sentences

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

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:

Regulation of Telecom—International

In connection with our international operations,

we have obtained licenses or are otherwise authorized to provide telecommunications services in Switzerland and Italy (including SwissLink’s

recent expansion of its regulatory footprint in Italy in February 2026).

In several of the jurisdictions in which we currently operate

or intend to operate, our activities are subject to local laws and regulatory frameworks that, among other provisions, may restrict or

limit the ability of private telecommunications providers to compete with state-owned or state-authorized incumbent carriers.

These regulatory

constraints can materially affect the scope and manner in which we are permitted to offer telecommunications services in those markets,

increase compliance costs, or require additional licensing or approvals.

Regulation of Internet Telephony

The provision of voice communications services over

the Internet and private IP networks is generally subject to a less burdensome regulatory framework than traditional circuit-switched

telephony in the United States and many foreign jurisdictions.

In numerous markets, these IP-based services are not currently subject

to certain taxes, fees, or regulatory assessments that apply to legacy telephony and that would otherwise increase our operating costs.

As a result, we are able, in many jurisdictions, to offer VoIP services at pricing levels that are more competitive than those applicable

to traditional telephone services.

However, legislative and regulatory bodies in the United States and abroad have undertaken efforts

to align the regulatory treatment of VoIP with that of traditional telephony.

Such initiatives could impose additional fees, taxes, charges,

or regulatory obligations on IP-based communications services, which could materially increase our costs and diminish or eliminate our

pricing advantages.

Moreover, several foreign governments have enacted, or are considering, laws or regulations that restrict or prohibit

the provision of voice services over the Internet or private IP networks.

These measures could similarly impair our ability to offer

VoIP services in affected markets.

Money Transmitter and Payment Instrument Laws

and Regulations

Our consumer payment services offerings—including prepaid

debit cards, remittances, and mobile top-up services provided through Global Money One and GlobeTopper—are heavily regulated industries.

Accordingly, we, and the products and services that we offer in consumer payment services, are subject to a variety of federal and state

laws and regulations, including:

Banking laws and regulations;

Money transmitter and payment instrument laws and regulations

Anti-money laundering laws;-

Privacy and data security laws and regulations;

(which may require state licensing and ongoing compliance);

Anti-money laundering laws (including the Bank Secrecy

Act and related know-your-customer (“KYC”) and customer due diligence requirements);

Privacy and data security laws and regulations (including

applicable state and federal requirements and, where relevant, international frameworks such as GDPR for European operations);

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.

Card association and network organization rules (including

Mastercard rules applicable to our debit card offerings).

Compliance with these requirements involves significant ongoing costs,

reporting obligations, and risk of penalties for noncompliance.

Failure to maintain necessary licenses or adhere to these regulations

could materially restrict our ability to offer or expand fintech services.

Attracting and retaining qualified personnel familiar

with our businesses who head our different businesses units is critical to our success.

As of December 31, 2025, we had a total of 100

employees, including all subsidiaries.

Our human capital resources objectives include identifying,

recruiting, retaining, incentivizing, and integrating employees, advisors, and consultants.

To achieve this, our compensation practices

aim to attract and retain qualified personnel and align their interests with our goals and the best interests of our stockholders.

compensation philosophy is to provide remuneration that meets our current needs and growth initiatives and to offer incentives for achieving

our long-term plans, including equity and cash incentive plans that attract, retain, and reward personnel through stock-based and cash-based

compensation awards.

We consider talent attraction and retention essential for achieving our strategy, and we recognize that a trained,

diverse, and engaged workforce is crucial to meeting our objectives.

Our recruiting process targets a broad spectrum of potential employees,

and we employ a rigorous screening process to identify and hire qualified professionals.

We are committed to diversity and inclusion in the

workforce, implementing a policy of non-discriminatory treatment and respect for human rights for all current and prospective employees.

We prohibit discrimination based on an individual’s race, religion, creed, color, sex, sexual orientation, age, marital status,

disability, national origin, or veteran’s status, which is illegal in many jurisdictions.

We respect the human rights of all employees

and strive to treat them with dignity in accordance with standards and practices recognized by the international community.

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.

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

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.

The company left the healthy snacks and foods business

to focus on the Telecommunications Business.

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, 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”).

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 of 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”).

On March 20, 2023, the Company entered into a Memorandum

of Understanding (the “MOU”) with Got My Idol, Inc., a Delaware corporation (“GotMy”).

The MOU concerns the formation

of a joint venture to implement the commercial development of “Metaverse” products using the current intellectual property

of Got My Idol, improving it, and packaged as products under the to be formed joint venture company and using the to be formed joint

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

Our equity position in the new company will be 51% and GotMy

shall hold the remaining 49% of the to be formed joint venture entity.

On 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 concerning the contemplated sale by Yukon River and the purchase by us of 51% of the ordinary shares Yukon River holds in QXTEL

LIMITED, a company incorporated in England and Wales.

On November 1, 2024, the Company entered into a binding

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

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

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

49% ownership in SwissLink for our shares.

On May 14, 2025, the Company started trading in The

NASDAQ Capital Market under the ticker symbol IQST.

This milestone marks a defining moment in the company’s journey—from

a telecom operator to a high-tech global enterprise.

On May 29, 2025, the Company entered into a Unit

Purchase Agreement (the “Agreement”) with Craig Span and GlobeTopper, LLC, a Delaware limited liability company ( “GlobeTopper”),

pursuant to which the Company agreed to acquire fifty-one percent (51%) of the membership interests of GlobeTopper.

The closing occurred

on July 1, 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 1. Business