What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-04-06 compared with 2025-03-31 · 1367 added, 874 removed, 389 unchanged (85% of the section changed)

Financial Statements and Supplementary Data

to Financial Statements Required by Article 8 of Regulation S-X:

Financial Statements

and Supplementary Data

Index to Financial Statements Required by Article

8 of Regulation S-X:

Audited Financial Statements:

Report of Independent

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Accounting Firm

To the Stockholders and Board of Directors iQSTEL, Inc.

To the Stockholders and Board of Directors

Coral Gables, FL

3 unchanged sentences

(the “Company”) as of December 31, 2025 and 2024, the related consolidated statements

of operations, changes in stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes (collectively

referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly,

in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its

cash flows for each of the years then ended , in conformity with accounting principles generally accepted in the United States of

of operations, changes in stockholders’ equity, and cash flows for the years then ended, and the related notes (collectively referred

to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all

material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash

flows for each of the years then ended , in conformity with accounting principles generally accepted in the United States of America.

Going Concern Uncertainty –

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As discussed in Note 3 to the consolidated

financial statements, the Company has suffered recurring losses from operations, negative working capital, and does not have an established

source of revenues sufficient to cover its operating costs, which raise substantial doubt about its ability to continue as a going concern.

financial statements, the Company has suffered recurring losses from operations, negative working capital, and does not have established

sources of revenue sufficient to cover its operating costs, which raise substantial doubt about its ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 3.

2 unchanged sentences

Basis for Opinion

These consolidated financial statements

are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated

financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

These consolidated financial

statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight

Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities

10 unchanged sentences

Accordingly, we express no such opinion.

Our audits included performing procedures

to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures

that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the

consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by

management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide

a reasonable basis for our opinion.

Our audits included performing

procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and

performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts

and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that

our audits provide a reasonable basis for our opinion.

Critical Audit Matters

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Critical Audit Matter Description

The Company recognizes revenue upon

transfer of control of promised services to customers in an amount that reflects the consideration the Company expects to receive in exchange

for those services.

The Company recognizes revenue

upon transfer of control of promised services to customers in an amount that reflects the consideration the Company expects to receive

in exchange for those services.

Significant judgment is exercised

by the Company in determining revenue recognition for customer agreements, and include the pattern of delivery (i.e., timing of when revenue

is recognized) for each distinct performance obligation.

The related audit effort in

evaluating management’s judgments in determining revenue

by the Company in determining revenue recognition for customer agreements, and includes the pattern of delivery (i.e., timing of when

revenue is recognized) for each distinct performance obligation.

The related audit effort in evaluating

management’s judgments in determining revenue

recognition for customer agreements

required a high degree of auditor judgment.

How the Critical Audit Matter was Addressed in the Audit

Our principal audit procedures related to the Company’s

revenue recognition for customer

How the Critical Audit Matter was Addressed

Our principal audit procedures related

to the Company’s revenue recognition for customer

agreements included the following:

We gained an understanding of internal controls related to revenue recognition.

• We evaluated management’s significant accounting policies for reasonableness.

We evaluated management’s significant accounting policies for compliance with accounting

principles generally accepted in the United States of America.

We selected a sample of revenues recognized and performed the following procedures:

o Obtained and read contract source documents for each selection and other documents that were part

Obtained and read contract source documents for each selection and other documents that were part

of the agreement, if applicable.

o Assessed the terms in the customer agreement and evaluated the appropriateness of management’s

application of their accounting policies, along with their use of estimates, in the determination of revenue recognition conclusions.

o We tested the mathematical accuracy of management’s calculations of

revenue and the associated timing of revenue recognized in the financial

o We confirmed significant customer balances.

the terms in the customer agreement and evaluated the appropriateness of management’s application of their accounting policies,

along with their use of estimates, in the determination of revenue recognition conclusions.

We tested the mathematical accuracy of management’s calculations of revenue

and the associated timing of revenue

recognized in the financial statements.

We confirmed significant customer balances.

Going Concern

Critical Audit Matter Description

As described further in Note 3 to

the consolidated financial statements, the Company has suffered recurring losses from operations, negative working capital, and does not

have an established source of revenues sufficient to cover its operating costs.

The ability of the Company to continue as a going concern

is dependent upon its ability to successfully accomplish its business plan and eventually attain profitable operations.

Accordingly, the

Company has determined that these factors raise substantial doubt as to the Company’s ability to continue as a going concern for

a period of one year from the issuance of these financial statements.

Management intends to continue to fund its business by way of public

or private offerings of the Company’s stock or through loans from private investors, in order satisfy the Company’s obligations

as they come due for at least one year from the financial statement issuance date.

However, the Company has not concluded that these plans

alleviate the substantial doubt related to its ability to continue as a going concern.

As described further in Note

3 to the consolidated financial statements, the Company has suffered recurring losses from operations, negative working capital, and does

not have an established source of revenues sufficient to cover its operating costs.

The ability of the Company to continue as a going

concern is dependent upon its ability to successfully accomplish its business plan and eventually attain profitable operations.

the Company has determined that these factors raise substantial doubt as to the Company’s ability to continue as a going concern

for a period of one year from the issuance of these financial statements.

Management intends to continue to fund its business by way of

public or private offerings of the Company’s stock or through loans from private investors, in order satisfy the Company’s

obligations as they come due for at least one year from the financial statement issuance date.

However, the Company has not concluded

that these plans alleviate the substantial doubt related to its ability to continue as a going concern.

How the Critical Audit Matter was Addressed

We determined the Company’s

ability to continue as a going concern is a critical audit matter due to the estimation and uncertainty regarding the Company’s

available capital and the risk of bias in management’s judgments and assumptions in their determination.

Our audit procedures related

to the Company’s assertion on its ability to continue as a going concern included the following, among others:

We determined the Company’s ability

to continue as a going concern is a critical audit matter due to the estimation and uncertainty regarding the Company’s available

capital and the risk of bias in management’s judgments and assumptions in their determination.

Our audit procedures related to the

Company’s assertion on its ability to continue as a going concern included the following, among others:

We performed testing procedures such as analytical procedures to identify conditions and events

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factors that contribute to the uncertainties disclosed.

• We assessed whether the Company’s determination that there is substantial

about its ability to continue as a going concern was adequately

/s/ Urish Popeck & Co.

We have served as the Company's auditor since

Pittsburgh, Pennsylvania

March 31, 2025

Balance Sheets

We assessed whether the Company’s determination that there is substantial doubt

about its ability to continue as a

going concern was adequately disclosed.

Goodwill Impairment

Critical Audit Matter Description

As described in Note 2 to the consolidated

financial statements, the Company recorded

$2,168,552 of goodwill impairment

during the year ended December 31, 2025.

The Company evaluates its goodwill and intangible assets annually or when events or circumstances,

such as declines in operating results or sustained market capitalization below the Company’s carrying value, require.

How the Critical Audit Matter was Addressed

Our principal audit procedures related

to the Company’s goodwill impairment analysis included the following:

We evaluated the design of certain internal controls over the Company’s goodwill

impairment process

We evaluated the Company’s assessment of the value of reporting units under the discounted

cash flow method.

• We involved

valuation professionals with specialized skills and knowledge who assisted in evaluating the reasonableness of the valuation methodologies

and significant assumptions selected by management.

/s/ Urish Popeck & Co., LLC

We have served as the Company's

auditor since 2020.

Pittsburgh, Pittsburgh, Pennsylvania

April 6, 2026

Consolidated Balance Sheets

Current Assets

1 unchanged sentence

Due from related parties

Prepaid and other current assets

Prepaid and other

current assets

Total Current Assets

Property and equipment, net

Intangible assets

Intangible asset, net

Deferred tax assets

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Accrued and other current liabilities

Contract liabilities

Due to related parties

Loans payable - net of discount of $ 62,898 and $ 3,750 , respectively

Loans payable - net of discount of $ 127,170

and $ 62,898 , respectively

Loans payable - related parties

Convertible notes - net of discount of $ 138,654 and $ 39,012 , respectively

Contingent liability for acquisition of subsidiary

Convertible notes - net of discount of

and $ 138,654 ,

Contingent liability for acquisition of

Stock payable for

acquisition of subsidiary

Total Current Liabilities

Convertible notes - net of discount of $ 210,296 and $ 0 , respectively

Convertible notes - net of discount of

$ 0 and $ 210,296

Loans payable, non-current

Employee benefits, non-current

Employee benefits,

TOTAL LIABILITIES

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Preferred stock:

1,200,000 authorized;

$ 0.001 par value

Series A Preferred stock:

Series A Preferred

shares issued and outstanding

Series B Preferred stock:

200,000 designated;

$ 0.001 par value,

35,537 and 31,080 shares issued and outstanding, respectively

Series C Preferred stock:

200,000 designated;

$ 0.001 par value, No shares issued and outstanding

Series D Preferred stock:

75,000 designated;

$ 0.001 par value, No shares issued and outstanding

Series B Preferred

shares issued and outstanding, respectively

Series C Preferred

par value, No

shares issued and outstanding

Series D Preferred

shares issued and outstanding, respectively

Common stock:

300,000,000 authorized;

$ 0.001 par value 4,668,017

202,976,685 and 172,129,630 shares issued and outstanding, respectively

and 2,537,209 shares issued and outstanding,

Additional paid in capital

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( 32,703,410 )

Accumulated other comprehensive loss

Equity attributed to stockholders of iQSTEL Inc.

Equity (Deficit) attributable to noncontrolling interests

TOTAL STOCKHOLDERS' EQUITY

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

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

Statements of Operations

Accumulated other

comprehensive loss

Equity attributed to stockholders of

Equity attributable

to noncontrolling interests

TOTAL STOCKHOLDERS'

TOTAL LIABILITIES

AND STOCKHOLDERS' EQUITY

The accompanying notes are an integral part of

these consolidated financial statements.

Consolidated Statements of Operations

$ 316,899,498

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General and administration

Total operating expenses

Impairment loss of

operating expenses

Operating loss

( 4,252,010 )

Other income (expense)

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( 1,614,399 )

( 2,159,425 )

Change in fair value of derivative liabilities

1 unchanged sentence

Loss on settlement of debt

Total other (expense) income

( 2,224,481 )

Net loss before provision for income taxes

Loss on settlement

of salary payable

other expense

( 4,136,551 )

( 3,951,942 )

Net income attributable to noncontrolling interests

Net loss attributed to iQSTEL Inc.

Net loss before provision for income

( 8,388,561 )

( 4,786,006 )

( 8,510,266 )

( 5,180,036 )

attributable to noncontrolling interests

attributed to IQSTEL Inc.

$ ( 9,163,983 )

$ ( 5,991,567 )

Dividend on Series B Preferred Stock

Net loss attributed to stockholders of iQSTEL Inc.

Undeclared dividend

on Series D Preferred Stock

attributed to stockholders of IQSTEL Inc.

$ ( 9,859,039 )

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$ ( 5,180,036 )

Foreign currency adjustment

Foreign currency

$ ( 8,510,266 )

$ ( 5,180,036 )

Comprehensive income attributable to noncontrolling interests

Net comprehensive loss attributed to iQSTEL Inc.

Comprehensive

income attributable to noncontrolling interests

Net comprehensive

loss attributed to IQSTEL Inc.

$ ( 9,163,983 )

$ ( 5,991,567 )

Basic and diluted loss per common share

Weighted average number of common shares outstanding - Basic and diluted

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

Basic and diluted

loss per common share

Weighted average

number of common shares outstanding - Basic and diluted

The accompanying notes are an integral part of

these consolidated financial statements.

Consolidated Statements of Changes in Stockholders’

1 unchanged sentence

For the years ended December 31, 2025 and

Series A Preferred Stock

Series B Preferred Stock

Additional Paid in Capital

Accumulated Deficit

Accumulated Other Comprehensive Loss

Non Controlling Interest

Total Stockholders' Equity

A Preferred Stock

B Preferred Stock

D Preferred Stock

Paid in Capital

Other Comprehensive Loss

Controlling Interest

Stockholders' Equity

December 31, 2023

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$ ( 377,710 )

B Preferred stock issued as dividend

stock issued for compensation

stock issued for warrant exercises

Series B Preferred

stock issued as dividend

issued for compensation

issued for settlement of debt

issued for conversion of debt

issued in conjunction with convertible notes

issued for the extension of debt

issued for warrant exercises

issued for conversion of series B preferred stock

issued for cash

of derivative liabilities upon exercise of warrant

to non-controlling interest

currency translation adjustments

- December 31, 2023

Acquisition of subsidiary

income (loss)

( 5,991,567 )

Series B Preferred stock issued as dividend

Common stock issued for compensation

Common stock issued for settlement of debt

Common stock issued for conversion of debt

Common stock issued in conjunction with convertible notes

Common stock issued for the extension of debt

Common stock issued for warrant exercises

Common stock issued for conversion of series B preferred stock

Common stock issued for cash

Resolution of derivative liabilities upon exercise of warrant

Common stock payable

( 5,180,036 )

Balance - December 31,

$ ( 32,703,410 )

B Preferred stock issued as dividend

Series B Preferred

stock issued for settlement of salary payable

Series D Preferred

stock issued for settlement of debt

issued for conversion of series D preferred stock

issued for compensation

issued for conversion of debt

issued for settlement of debt

issued for service

issued for common stock payable

non-controlling interest

Acquisition of subsidiary

Net income (loss)

income (loss)

( 9,163,983 )

1 unchanged sentence

( 8,510,266 )

Balance - December 31, 2024

- December 31, 2025

$ ( 43,276,006 )

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

Statements of Cash Flows

The accompanying notes are an integral part of

these consolidated financial statements.

Consolidated Statements of Cash Flows

December 31, Years Ended

CASH FLOWS FROM OPERATING ACTIVITIES:

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Bad debt expense

Loss on disposal of asset

Depreciation and amortization

Impairment loss

Amortization of debt discount

1 unchanged sentence

Loss on settlement of debt

Deferred tax assets

Loss on settlement of salary payable

Deferred income tax (benefit) expense

Changes in operating assets and liabilities:

1 unchanged sentence

( 56,091,437 )

( 8,010,726 )

Prepaid and other assets

( 1,235,127 )

( 1,085,279 )

Due from related parties

1 unchanged sentence

Accrued and other current liabilities

( 40,953,641 )

Net cash used in operating activities

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CASH FLOWS FROM INVESTING ACTIVITIES:

Acquisitions of subsidiary, net of cash acquired

Acquisitions of subsidiary, net of cash received

( 2,955,121 )

Purchase of property and equipment

Advance of loan receivable - related party

Payment of loan receivable - related party

Collection of amounts due from related parties

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( 1,846,139 )

Repayments of note payable issued for acquisition of subsidiary

( 2,275,000 )

Proceeds from loans payable - related parties

Repayment of loans payable - related parties

Proceeds from common stock issued

Proceeds from common stock payable

Proceeds from exercise of warrants

Proceeds from common stock issued

Proceeds from convertible notes

Proceeds from common stock payable

Repayment of convertible notes

( 1,064,269 )

Dividend paid to non-controlling interest

Net cash provided by financing activities

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Cash paid for interest

Cash paid for taxes

Non-cash transactions:

Series B Preferred stock issued as dividend

Series B Preferred stock issued for settlement of salary

Series D Preferred stock issued for settlement of debt

Common stock issued for settlement of debt

Common stock issued in connection with convertible notes

1 unchanged sentence

Common stock issued for modification of debts

Common stock issued for conversion of preferred stock

Cashless warrant exercised

Non-cash dividend for collection of loan receivable - related parties

Resolution of derivative liabilities upon exercise of warrant

Common stock issued for conversion of preferred stock

Common stock issued for common stock payable

Common stock dividend

Resolution of derivative liabilities

Note payable issued for acquisition of subsidiary

Contingent liability for acquisition of subsidiary

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

Stock payable for acquisition of subsidiary

Purchase of vehicle with financing loan and a related party

Stock split adjustment

The accompanying notes are an integral part of

these consolidated financial statements.

Notes to the Consolidated Financial Statements

December 31, 2025

NOTE 1 -ORGANIZATION AND DESCRIPTION OF BUSINESS

1 -ORGANIZATION AND DESCRIPTION OF BUSINESS

and Operations

(“iQSTEL”, “we”, “us”, or the “Company”) was incorporated under the laws of the

State of Nevada on June 24, 2011 under the name of B-Maven Inc.

The Company changed its name to PureSnax International,

(“IQSTEL”, “we”,

“us”, or the “Company”) was incorporated under the laws of the State of Nevada on June

24, 2011 under the name of B-Maven Inc.

The Company changed its name to PureSnax International, Inc.

on September 18, 2015,

1 unchanged sentence

on August 7, 2018.

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

companies around the World with over 603 active interconnection agreements with mobile companies, fixed line companies and

other wholesale carriers.

Company is a technology company with presence in 20 countries and approximately 100 employees that is offering leading-edge services

through its four business divisions.

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

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

fiber-optic connectivity through its subsidiaries:

Etelix.com USA, LLC, SwissLink Carrier AG, Smartbiz Telecom LLC, Whisl Telecom LLC,

IoT Labs, LLC, QGlobal SMS, LLC, and QXTEL LIMITED.

under the Telecom Division, the Company’s developing BlockChain Platform Business Line offers our proprietary Mobile Number Portability

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

Company’s developing Fintech Business Line offers a complete Fintech ecosystem MasterCard Debit Card, US Bank Account (No SSN Needed),

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

The Company’s Fintech subsidiary, Global Money One Inc., is to provide immigrants

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

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

Spain, Portugal, Panama, Colombia, and Venezuela.

EVOSS is also working on the development of an EV Mid Speed Car to serve the niche

of the 2nd car in the family.

Company’s developing Artificial Intelligence (AI)-Enhanced Metaverse Division offers a white-label solution designed specifically

for corporations, businesses, and the telecommunications industry.

Delivering a full suite of immersive content services, creating a

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

The Company has been engaged in the business

of telecommunication services as a wholesale carrier of voice, SMS and data for other telecom companies around the World with over

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

The Company is a technology company with a presence

in 20 countries and approximately 100 employees that is offering leading-edge services through its three business divisions.

The Telecom Division, which represents the majority

of current operations and which also represents 91% of all of the Company’s revenues, offers VoIP, SMS, proprietary Internet of

Things (IoT) solutions, and international fiber-optic connectivity through its subsidiaries:

Etelix.com USA, LLC, SwissLink Carrier AG,

Smartbiz Telecom LLC, Whisl Telecom LLC, IoT Labs, LLC, QGlobal SMS, LLC, and QXTEL LIMITED.

Also under the Telecom Division, the Company’s

developing Blockchain Platform Business Line offers our proprietary Mobile Number Portability Application (MNPA) to serve the in-country

portability needs through its subsidiary, ItsBchain, LLC.

The Company’s developing Fintech Business

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

The Company’s Fintech subsidiary, Global Money One Inc., is to provide immigrants access to reliable financial services

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

Additionally, GlobeTopper LLC (www.GlobeTopper.com)

our most recent acquisition, plays a strategic role in supporting the expansion and integration of our business divisions.

operations, the Company continues to strengthen its global presence and enhance the synergy in Fintech segments through its solution

for gift card programs, representing 9% of our revenues for the year ended December 31, 2025.

Our developing Artificial Intelligence (AI)

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

support customer interaction and content presentation in virtual environments.

Building on that early development work, including conversational

interfaces, multilingual interaction models, and AI-driven workflow design, Reality Border now develops practical AI software solutions

for enterprise and telecommunications applications.

2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Presentation

consolidated financial statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities

and Exchange Commission (“SEC”).

The financial statements have been prepared in accordance with Generally Accepted Accounting

Principles (“GAAP”) of the United States of America.

The consolidated financial statements and related

disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).

financial statements have been prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United

States of America.

The Company’s fiscal year end is December 31.

Reclassification

amounts have been reclassified to improve the clarity and comparability of the financial statements.

These reclassifications had no effect

on the reported results of operations.

Consolidation

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

(“Etelix”), SwissLink Carrier AG (“Swisslink”), ITSBCHAIN, LLC (“ItsBchain”), QGLOBAL SMS, LLC (“QGlobal”),

IoT Labs, LLC (“IoT Labs”), Global Money One Inc (“Global Money One”), Whisl Telecom LLC (“Whisl”),

Smartbiz Telecom LLC (“Smartbiz”) and QXTEL LIMITED (“QXTEL”).

The consolidated financial statements of the

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

AG (“Swisslink”), ITSBCHAIN, LLC (“ItsBchain”), QGLOBAL SMS, LLC (“QGlobal”), IoT Labs, LLC (“IoT

Labs”), Global Money One Inc (“Global Money One”), Whisl Telecom LLC (“Whisl”), Smartbiz Telecom LLC (“Smartbiz”),

QXTEL LIMITED (“QXTEL”) and GlobeTopper LLC (“GlobeTopper”).

All significant intercompany balances and transactions

have been eliminated in consolidation.

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

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

at the date of the financial statements.

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

during the reporting period.

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

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

acquisition method of accounting.

Under this method, assets and liabilities, including any remaining non-controlling interests, are recognized

at fair value at the date of acquisition.

The excess of the purchase price over the fair value of assets acquired, net of liabilities

assumed, and non-controlling interests is recognized as goodwill.

Certain adjustments to the assessed fair values of the assets, liabilities,

or non-controlling interests made subsequent to the acquisition date, but within the measurement period, which is up to one year, are

recorded as adjustments to goodwill.

Any adjustments subsequent to the measurement period are recorded in income.

Any cost or equity

method interest that the Company holds in the acquired company prior to the acquisition is re-measured to fair value at acquisition with

a resulting gain or loss recognized in income for the difference between fair value and the existing book value.

Results of operations

of the acquired entity are included in the Company’s results from the date of the acquisition onward and include amortization expense

arising from acquired tangible and intangible assets.

The Company announced a reverse stock split

effective on May 2, 2025 (the “Market Effective Date”).

The Board of Directors of the Company approved a reverse stock split

of the Company’s authorized, issued and outstanding shares of common stock, par value $ 0.001 per

share (the “Common Stock”), at a ratio of 1-for-80.

Prior to the Reverse Stock Split, the Company was authorized to issue

300,000,000 shares of Common Stock.

of the Reverse Stock Split, the Company is authorized to issue 3,750,000

shares of Common Stock.

As of December 31, 2024, there were 202,976,685 shares of Common Stock outstanding and there were 182,211,063

weighted average number of common shares outstanding for the year ended December 31, 2024.

As a result of the Reverse Stock Split, there

were 2,537,209 shares of Common Stock outstanding

at December 31, 2024 and there were 2,314,413 weighted average number of common shares outstanding for the year ended December 31, 2024.

All issued and outstanding common stock, options and warrants to purchase common stock and per share amounts contained in this report

have been adjusted retroactively to reflect the change in capital structure for all periods presented.

All share and per share information in these

financial statements retroactively reflect this reverse stock split.

The preparation of the consolidated financial

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

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

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

results could differ from these good faith estimates and judgments.

In accordance with ASC 805-10, “ Business

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

Under this method,

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

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

Certain adjustments to the assessed fair values of the assets, liabilities, or non-controlling interests made subsequent

to the acquisition date, but within the measurement period, which is up to one year, are recorded as adjustments to goodwill.

Any adjustments

subsequent to the measurement period are recorded in income.

Any cost or equity method interest that the Company holds in the acquired

company prior to the acquisition is re-measured to fair value at acquisition with a resulting gain or loss recognized in income for the

difference between fair value and the existing book value.

Results of operations of the acquired entity are included in the Company’s

results from the date of the acquisition onward and include amortization expense arising from acquired tangible and intangible assets.

Currency Translation and Re-measurement

Company translates its foreign operations to U.S.

The Company translates its foreign operations

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

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

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

GlobeTopper is the U.S.

dollar, while SwissLink’s functional currency was the Swiss Franc (“CHF”).

As of January 1, 2024, we changed

the functional currency of SwissLink from their respective local currency to the US dollar.

The change in functional currency is due

to increased exposure to the US dollar as a result of a change in facts and circumstances in the primary economic environment in which

this subsidiary operates.

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

At January 1, 2024,

we changed the functional currency of SwissLink from their respective local currency to the US dollar.

The change in functional currency

is due to increased exposure to the US dollar as a result of a change in facts and circumstances in the primary economic environment

in which this subsidiary operates.

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

For the years ended December 31, 2025 and 2024,

the Company recorded exchange loss of $ 41,964

and $ 0 , respectively,

recorded in General and administrative expense.

and Cash Equivalents

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

months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to

an insignificant risk of loss in value.

The Company had no cash equivalents at December 31, 2024 and 2023.

Cash and cash equivalents include cash in banks,

money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible

to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value.

had no cash equivalents at December

31, 2025 and 2024.

Receivable and Allowance for Uncollectible Accounts

Substantially

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

Trade accounts receivable are recorded at the

invoiced amount and do not bear interest.

The allowance for doubtful accounts is the Company’s best estimate of the amount of probable

credit losses in its existing accounts receivable.

The Company estimates expected credit losses related to accounts receivable balances

based on a review of available and relevant information including current economic conditions, projected economic conditions, historical

loss experience, account aging, and other factors that could affect collectability.

During the years ended December 31, 2024 and

2023, the Company recorded bad debt expense of $ 1,991 and $ 8,815 , respectively.

consisting of smart gas parts, are primarily accounted for using the first-in-first-out (“FIFO”) method of accounting.

are measured at the lower of cost and net realizable value.

The Company estimates the net realizable value of inventories based on an

assessment of expected sales prices.

assets are evaluated for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets

may not be fully recoverable or that the useful lives of these assets are no longer appropriate.

Each impairment test is based on a comparison

of the undiscounted future cash flows to the recorded value of the asset.

If impairment is indicated, the asset is written down to its

estimated fair value.

assets, consisting of telecommunications equipment and software, are recorded at cost reduced by accumulated depreciation and amortization.

Depreciation and amortization expense is recognized over the assets’ estimated useful lives of 3 - 4 years for

Substantially all of the Company’s accounts

receivable balance is related to trade receivables.

Trade accounts receivable are recorded at the invoiced amount and do not bear interest.

The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts

The Company estimates expected credit losses related to accounts receivable balances based on a review of available and relevant

information including current economic conditions, projected economic conditions, historical loss experience, account aging, and other

factors that could affect collectability.

No allowance for doubtful accounts was recorded as of December 31, 2025 or 2024.

the years ended December 31, 2025 and 2024, the Company recorded bad debt expense of $ 6,397

and $ 1,991 , respectively.

Inventories, consisting of smart gas parts,

are primarily accounted for using the first-in-first-out (“FIFO”) method of accounting.

Inventories are measured at the lower

of cost and net realizable value.

The Company estimates the net realizable value of inventories based on an assessment of expected sales

Long-lived assets are evaluated for impairment

whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or

that the useful lives of these assets are no longer appropriate.

Each impairment test is based on a comparison of the undiscounted future

cash flows to the recorded value of the asset.

If impairment is indicated, the asset is written down to its estimated fair value.

Fixed assets, consisting of telecommunications

equipment and software, are recorded at cost reduced by accumulated depreciation and amortization.

Depreciation and amortization expense

is recognized over the assets’ estimated useful lives of 3 - 4 years for

computers and laptops;

4 - 5 years for telecommunications equipment and switches;

and 5 years for software using

the straight-line method.

Major additions and improvements are capitalized as additions to the property and equipment accounts, while

replacements, maintenance and repairs that do not improve or extend the life of the respective assets are expensed as incurred.

useful lives are periodically reviewed and, when appropriate, changes are made prospectively.

When certain events or changes in operating

conditions occur, asset lives may be adjusted and an impairment assessment may be performed on the recoverability of the carrying amounts.

assets represent mainly the interconnection agreements acquired from the acquisition of QXTEL.

The acquired intangible asset was recognized

and measured at fair value at the time of acquisition and is amortized on a straight-line basis over the estimated economic useful life

of the respective asset.

The estimated useful life of the acquired interconnection agreements is 16 years .

4 - 5 years for

telecommunications equipment and switches;

years for software using the straight-line method.

Major additions and improvements are capitalized as additions to the property

and equipment accounts, while replacements, maintenance and repairs that do not improve or extend the life of the respective assets are

expensed as incurred.

Estimated useful lives are periodically reviewed and, when appropriate, changes are made prospectively.

events or changes in operating conditions occur, asset lives may be adjusted and an impairment assessment may be performed on the recoverability

of the carrying amounts.

Intangible assets represent mainly the interconnection

agreements acquired from the acquisition of QXTEL.

The acquired intangible asset was recognized and measured at fair value at the time

of acquisition and is amortized on a straight-line basis over the estimated economic useful life of the respective asset.

The estimated

useful life of the acquired interconnection agreements is 16

of tangible and intangible assets

and intangible assets (excluding goodwill) are assessed at each reporting date for indications that an asset may be impaired.

such indication exists, or when annual impairment testing for an asset is required, the Company makes an estimate of the asset's recoverable

The asset's recoverable amount is the higher of an asset's or cash-generating unit's fair value less costs of disposal and its

value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent

of those from other assets or groups of assets.

Where the carrying amount of an asset or a group of assets exceeds its recoverable amount,

the asset is considered impaired and is written down to its recoverable amount.

In assessing value in use, the estimated future cash

flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value

of money and the risks specific to the asset or the group of assets.

allocate goodwill to reporting units based on the reporting unit expected to benefit from the business combination.

We evaluate our reporting

units on an annual basis and, if necessary, reassign goodwill using a relative fair value allocation approach.

Goodwill is tested for

impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual

tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its

carrying value.

These events or circumstances could include a significant change in the business climate, legal factors, operating performance

indicators, competition, or sale or disposition of a significant portion of a reporting unit.

of the goodwill impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities

to reporting units, assignment of goodwill to reporting units, and determination of the fair value of each reporting unit.

The fair value

of each reporting unit is estimated primarily through the use of a discounted cash flow methodology.

This analysis requires significant

judgments, including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term rate of growth

for our business, estimation of the useful life over which cash flows will occur, and determination of our weighted average cost of capital.

estimates used to calculate the fair value of a reporting unit change from year to year based on operating results, market conditions,

and other factors.

Changes in these estimates and assumptions could materially affect the determination of fair value and goodwill impairment

for each reporting unit.

The following

table provides a summary of changes in the carrying amounts of goodwill

January 1, 2023

Tangible and intangible assets (excluding goodwill)

are assessed at each reporting date for indications that an asset may be impaired.

If any such indication exists, or when annual impairment

testing for an asset is required, the Company makes an estimate of the asset's recoverable amount.

The asset's recoverable amount is

the higher of an asset's or cash-generating unit's fair value less costs of disposal and its value in use and is determined for an individual

asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets.

the carrying amount of an asset or a group of assets exceeds its recoverable amount, the asset is considered impaired and is written

down to its recoverable amount.

In assessing value in use, the estimated future cash flows are discounted to their present value using

a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or the

group of assets.

We allocate goodwill to reporting units based

on the reporting unit expected to benefit from the business combination.

We evaluate our reporting units on an annual basis and, if necessary,

reassign goodwill using a relative fair value allocation approach.

Goodwill is tested for impairment at the reporting unit level (operating

segment or one level below an operating segment) on an annual basis and between annual tests if an event occurs or circumstances change

that would more likely than not reduce the fair value of a reporting unit below its carrying value.

These events or circumstances could

include a significant change in the business climate, legal factors, operating performance indicators, competition, or sale or disposition

of a significant portion of a reporting unit.

Application of the goodwill impairment test

requires judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units, assignment

of goodwill to reporting units, and determination of the fair value of each reporting unit.

The fair value of each reporting unit is

estimated primarily through the use of a discounted cash flow methodology.

This analysis requires significant judgments, including estimation

of future cash flows, which is dependent on internal forecasts, estimation of the long-term rate of growth for our business, estimation

of the useful life over which cash flows will occur, and determination of our weighted average cost of capital.

The estimates used to calculate the fair value

of a reporting unit change from year to year based on operating results, market conditions, and other factors.

Changes in these estimates

and assumptions could materially affect the determination of fair value and goodwill impairment for each reporting unit.

As a result of the evaluation of goodwill, the

Company recognized $ 2,168,552 impairment

loss of goodwill for the year ended December 31, 2025.

The following table provides a summary of changes

in the carrying amounts of goodwill.

Balance at December 31, 2023

Balance at December 31, 2024

Impairment loss

( 2,168,552 )

Balance at December 31, 2025

Benefit Costs

to defined contribution retirement benefit schemes for SwissLink are charged as an expense as they fall due.

Payments made to state-managed

retirement benefit schemes are dealt with as payments to defined contribution schemes where the Company’s obligations under the

schemes are equivalent to those arising in a defined contribution retirement benefit scheme.

defined benefit schemes, the cost of providing benefits is determined using the Projected Unit Credit Method, with actuarial valuations

being carried out at each balance sheet date.

Payments to defined contribution retirement

benefit schemes for SwissLink are charged as an expense as they fall due.

Payments made to state-managed retirement benefit schemes are

dealt with as payments to defined contribution schemes where the Company’s obligations under the schemes are equivalent to those

arising in a defined contribution retirement benefit scheme.

For defined benefit schemes, the cost of providing

benefits is determined using the Projected Unit Credit Method, with actuarial valuations being carried out at each balance sheet date.

Actuarial gains and losses are recognized in full in the period in which they occur.

are recognized outside the income statement and are presented in other comprehensive income.

Past service cost is recognized immediately

in the income statement in the period in which it occurs.

retirement benefit obligation recognized in the balance sheet represents the present value of the defined obligation as adjusted for

unrecognized past service cost, and as reduced by the fair value of the scheme assets.

Any asset resulting from this calculation is limited

to past service cost, plus the present value of available refunds and reductions in future contributions to the scheme.

They are recognized outside the income statement

and are presented in other comprehensive income.

Past service cost is recognized immediately in the income statement in the period in

which it occurs.

The retirement benefit obligation recognized

in the balance sheet represents the present value of the defined obligation as adjusted for unrecognized past service cost, and as reduced

by the fair value of the scheme assets.

Any asset resulting from this calculation is limited to past service cost, plus the present value

of available refunds and reductions in future contributions to the scheme.

Income (Loss) Per Share of Common Stock

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

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

and denominator of the basic earnings per share computation.

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

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

Diluted earnings per share

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

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

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

Dilutive potential common shares include outstanding

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

the years ended December 31, 2024 and 2023.

The Company has adopted ASC 260, ” Earnings

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

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

In the accompanying financial statements, basic loss per share is computed by dividing net loss to common stockholders less

the cumulative undeclared preferred stock dividend by the weighted average number of shares of common stock outstanding during the year.

Diluted earnings per share is computed by dividing net income by the weighted average number of shares of common stock and potentially

dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable

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

Dilutive potential common

shares include outstanding Series B Preferred stock and Series D Preferred stock and they were excluded from the computation of diluted

net loss per share as the result was anti-dilutive for the years ended December 31, 2025 and 2024.

Concentrations

of Credit Risk

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

accounts receivable, and related party payables.

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

creditworthiness.

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

insurance limits.

During the year ended December 31, 2024, we had 27 customers representing 89 % of our revenue compared to 12 customers representing 89 %

of our revenue for the year ended December 31, 2023.

For the years ended December 31, 2024 and 2023, 33 % and 52 % of revenue, respectively,

comes from customers under prepayment conditions, which means there are no credit or bad debt risks on that portion of the customers’

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

that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for

the asset or liability in an orderly transaction between market participants on the measurement date.

ASC 820 also establishes a fair

value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent

sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best

information available in the circumstances (unobservable inputs).

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

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

to unobservable inputs (Level 3).

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

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

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

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

quoted prices for identical assets or liabilities in markets

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

or model-derived valuations in which significant inputs are

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

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

of the fair value of the assets or liabilities.

carrying values of our financial instruments, including, cash;

The Company’s financial instruments that

are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents, accounts receivable, and related party

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

At times, its cash and

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

Based on the Federal

Deposit Insurance Corporation (FDIC) applicable in the United Sates, Switzerland’s deposit protection system (Esisuisse) and the

Financial Services Compensation Scheme (FSCS) applicable in the U.K., 58.55% of our cash and cash equivalent are protected by the applicable

government insurance limits.

During the year ended December 31, 2025, we

had 37 customers representing 90 % of

our revenue compared to 28 customers representing 90 % of

our revenue for the year ended December 31, 2024.

For the years ended December 31, 2025 and 2024, 30 %

of revenue, respectively, comes from customers under prepayment conditions, which means there are no credit or bad debt risks on that

portion of the customers’ portfolio.

Approximately 80 % of

total accounts receivable are concentrated in balances from the Company’s top 17 customers as of December 31, 2025 compared to

the same percentage concentrated in 11 companies as of December 31, 2024.

The largest customer as of December 31, 2025 represented 15.06% of

the total compared to 40.39% as

of December 31, 2024.

This concentration may expose the Company to a medium-to-low level of credit risk, as most of these customers are

bilateral, meaning they also have accounts payable with the Company.

The Company follows ASC 820, “ Fair

Value Measurements and Disclosures, ” which defines fair value as the exchange price that would be received for an asset or

paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction

between market participants on the measurement date.

ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market

participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s

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

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

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

The three levels of the

fair value hierarchy are described below:

Level 1 applies to assets or liabilities for

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

Level 2 applies to assets or liabilities for

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

or liabilities in active markets;

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

transactions (less active markets);

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

from, or corroborated by, observable market data.

Level 3 applies to assets or liabilities for

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

or liabilities.

The carrying values of our financial instruments,

including, cash;

accounts receivable;

1 unchanged sentence

accounts payable;

accrued liabilities and other current liabilities;

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

maturities of these financial instruments.

involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive,

free-market dealings may not exist.

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

party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations

can be substantiated.

It is not, however, practical to determine the fair value of amounts due to related parties due to their related

party nature.

accrued liabilities and other current

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

Transactions involving related parties cannot

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

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

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

not, however, practical to determine the fair value of amounts due to related parties due to their related party nature.

Financial Instruments

Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks.

We evaluate all of our

financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives.

derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value

and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations.

For stock-based

derivative financial instruments, the Company used a Black Scholes valuation model to value the derivative instruments at inception and

on subsequent valuation dates.

The classification of derivative instruments, including whether such instruments should be recorded as

liabilities or as equity, is evaluated at the end of each reporting period.

Derivative liabilities are classified in the balance sheet

as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months

of the balance sheet date.

Company uses the liability method of accounting for income taxes.

Under the liability method, deferred tax assets and liabilities are

determined based on differences between financial reporting and the tax basis of assets, liabilities, the carry forward of operating

losses and tax credits, and are measured using the enacted tax rates and laws that will be in effect when the differences are expected

An allowance against deferred tax assets is recorded when it is more likely than not that such tax benefits will not be realized.

follows ASC 850, “Related Party Disclosures” for the identification of related parties and disclosure of

related party transactions (see Note 15).

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

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

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

The Company’s payment terms vary

charges refer to the fees that customers are billed based on their actual usage of the services.

For voice services, this typically means

charges based on the duration of calls made.

The Company does not use derivative instruments

to hedge exposures to cash flow, market or foreign currency risks.

We evaluate all of our financial instruments to determine if such

instruments are derivatives or contain features that qualify as embedded derivatives.

For derivative financial instruments that are accounted

for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with

changes in the fair value reported in the statements of operations.

For stock-based derivative financial instruments, the Company used

a Black Scholes valuation model to value the derivative instruments at inception and on subsequent valuation dates.

The classification

of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end

of each reporting period.

Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not

net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

The Company uses the liability method of accounting

for income taxes.

Under the liability method, deferred tax assets and liabilities are determined based on differences between financial

reporting and the tax basis of assets, liabilities, the carry forward of operating losses and tax credits, and are measured using the

enacted tax rates and laws that will be in effect when the differences are expected to reverse.

An allowance against deferred tax assets

is recorded when it is more likely than not that such tax benefits will not be realized.

The Company follows ASC 850, “Related

Party Disclosures” for the identification of related parties and disclosure of related party transactions (see Note 15).

Telecommunications

The Company recognizes revenue related to monthly

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

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

Management considers persuasive evidence of a sales arrangement

to be a written interconnection agreement.

The Company’s payment terms vary by client.

Usage charges refer to the fees that customers

are billed based on their actual usage of the services.

For voice services, this typically means charges are based on the duration of

For SMS (text messaging), it usually means charges per message sent.

Other recurring charges

are referred to charges for services such as (1) Global DIDs, (2) Global Toll-Free Numbers, (3) PBX (Private Branch Exchange) for small

businesses, and (4) SIP Trunking.

The provision of these services usually has set-up fees and are offered on a subscription or month-to-month

is reported on a gross basis since the Company acts as the principal in the transaction, meaning it has control over the goods or services

before they are transferred to the customer.

This includes having the primary responsibility for fulfilling the contract and determining

respect to the specific performance obligations of the Company in its contracts with its customers, our standard service agreement establishes

the following:

The Company agrees to furnish to Customer, and Customer agrees to purchase from the Company, International Long Distance telecommunication services and/or SMS services at the rates agreed to in writing by the Parties.

The Company will provide, operate and maintain communications equipment, international links and network administration and support in the United States and other countries as may be agreed upon.

The Company will be responsible for its own expenses and will provide, operate, and maintain transmission facilities required to link its domestic network with the other Party's nearest point of presence (POP).

The Company shall provide Customer all required IP network addresses, Domain Name Server (DNS) information and, if necessary, the associated prefixes used to exchange voice traffic as provided on the provisioning form.

The Company shall take all appropriate security measures to protect its network from fraudulent traffic coming from unknown or unauthorized sources.

Any and all IP and network information received by the Company from Customer for the purposes of this agreement shall be held in strict confidentiality, and disclosed only to those employees or personnel with a need to know.

Company recognizes revenue from telecommunication services in accordance with ASC 606.

Topic 606 establishes a comprehensive 5 step framework

for determining revenue recognition.

Under this framework, the Company considers each service a single performance obligation, since

typically, the Company provides a series of distinct services.

application of the 5 step Topic 606 revenue recognition framework to the Company's operations is depicted as follows:

Other recurring charges are referred to charges for

services such as (1) Global DIDs, (2) Global Toll-Free Numbers, (3) PBX (Private Branch Exchange) for small businesses, and (4) SIP Trunking.

The provision of these services usually has set-up fees and are offered on a subscription or month-to-month basis.

Revenue is reported on a gross basis since the

Company acts as the principal in the transaction, meaning it has control over the goods or services before they are transferred to the

This includes having the primary responsibility for fulfilling the contract and determining the price.

With respect to the

specific performance obligations of the Company in its contracts with its customers, our standard service agreement establishes the following:

Company agrees to furnish to Customer, and Customer agrees to purchase from the Company, International Long Distance telecommunication

services and/or SMS services at the rates agreed to in writing by the Parties.

Company will provide, operate and maintain communications equipment, international links and network administration and support in

the United States and other countries as may be agreed upon.

Company will be responsible for its own expenses and will provide, operate, and maintain transmission facilities required to link

its domestic network with the other Party's nearest point of presence (POP).

Company shall provide Customer all required IP network addresses, Domain Name Server (DNS) information and, if necessary, the associated

prefixes used to exchange voice traffic as provided on the provisioning form.

Company shall take all appropriate security measures to protect its network from fraudulent traffic coming from unknown or unauthorized

Any and all IP and network information received by the Company from Customer for the purposes of this agreement shall be

strictly confidential, and disclosed only to those employees or personnel with a need to know.

The Company recognizes revenue from telecommunication

services in accordance with ASC 606.

Topic 606 establishes a comprehensive 5 step framework for determining revenue recognition.

this framework, the Company considers each service a single performance obligation, since typically, the Company provides a series of

distinct services.

Under ASC 606, voice and SMS termination services

typically qualify for over time recognition because the customer receives and consumes the benefits as the entity performs

call or message is terminated in real time.

customer cannot "stockpile" the service — it's consumed instantly.

service is indivisible and recurring, with no alternative use.

The Company’s primary performance obligation

is the transfer of digital prepaid products to customers upon purchase.

Revenue is recognized at a point in time when the digital prepaid

products are made available to the customer, as this is when the customer obtains control and can benefit from the use of the products.

The Company has evaluated additional services, including API integration and technical support, and determined that these services are

not distinct performance obligations.

These services are highly interdependent and integrated with the primary obligation to deliver

digital prepaid products.

As such, revenue recognition for these services is bundled with the primary performance obligation and recognized

at the same point in time.

The transaction price is determined based on

the pricing appendix provided to customers at the time of contract signing, with the Company reserving the right to adjust prices with

a three-day notice.

Since the Company has only one primary performance obligation, there is no allocation of the transaction price across

multiple obligations.

The application of the 5 step Topic 606 revenue recognition framework to the Company's operations is depicted as

606 Conceptual Framework

Company Policy & Procedures

1 Identify the contract(s) with customer

contract is defined as an approved mutual agreement between the Company and a customer setting

performance obligation, and criteria that must be met in accordance with the Company's customary

commercial business practices and entered into with the probable expectation that all estimated

consideration will be realized in the ordinary course of business.

2 Identify the performance obligations

obligations are identified in the customer agreement, and any subsequent amendments stated in per minute, time and message usage

Step 1 Identify the contract(s) with customer

A contract is defined as an approved mutual

agreement between the Company and a customer setting performance obligation, and criteria that must be met in accordance with the

Company's customary commercial business practices and entered into with the probable expectation that all estimated consideration

will be realized in the ordinary course of business.

Step 2 Identify the performance obligations

Performance obligations are identified in

the customer agreement, and any subsequent amendments stated in per minute, time and message usage criteria;

and digital prepaid

The Company considers each service a single performance obligation, including instances where the Company provides a series

of services that are substantially the same and have the same pattern of transfer.

3 Determine the transaction price

The transaction

price is determined at contract inception and is subsequently reviewed periodically to reflect applicable rate amendments, trends

in regulatory, market conditions and usage of service by a customer.

The transaction price excludes amounts collected on behalf of

third parties such as sales taxes and regulatory fees.

Allocate the transaction price to the performance obligations

The transaction

price is allocated to each performance obligation based on the standalone contractual selling price of the time measured service,

net of any related discount.

5 Recognize revenue when the entity satisfies a performance obligation

Company recognizes revenues from contracts with customers when control of the usage of the services has been transferred to the customer,

as recorded and measured by the Company's internal information systems.

Revenues are recognized at the probable amount of consideration

expected in exchange for transferring control of usage.

of revenue represent direct charges from vendors that the Company incurs to deliver services to its customers.

These costs primarily

consist of usage charges for calls terminated in vendors’ networks.

Company leases office space for corporate and network monitoring activities and to house telecommunications equipment.

accordance with ASC 842, “ Leases, ” we determine if an arrangement is a lease at inception.

office lease meets the definition of a short-term lease because the lease term is 12 months or less.

Consequently, consistent with Company’s

accounting policy election, the Company does not recognize the right-of-use asset and the lease liability arising from this lease.

Accounting Pronouncements

November 2024, the FASB issued ASU 2024-03 Final Standard on Income Statement:

Disaggregation of Income Statement Expenses , which

requires disaggregated disclosure of income statement expenses for public business entities.

ASU does not change the expense captions an entity presents on the face of the income statement;

rather, it requires disaggregation of

certain expense captions into specified categories in disclosures within the footnotes to the financial statements.

This guidance will

be effective for us on January 1, 2027.

Step 3 Determine the transaction price

The transaction price is determined at contract

inception and is subsequently reviewed periodically to reflect applicable rate amendments, trends in regulatory, market conditions

and usage of service and products by a customer.

The transaction price excludes amounts collected on behalf of third parties such

as sales taxes and regulatory fees.

Step 4 Allocate the transaction price to the performance obligations

The transaction price is allocated to each

performance obligation based on the standalone contractual selling price of the time measured service, net of any related discount.

Step 5 Recognize revenue when the entity satisfies a performance

Company recognizes revenues from contracts with customers when control of the usage of the services and digital prepaid products

has been transferred to the customer, as recorded and measured by the Company's internal information systems.

Revenues are recognized

at the probable amount of consideration expected in exchange for transferring control of usage.

Costs of revenue represent direct charges from

vendors that the Company incurs to deliver services to its customers.

These costs include usage charges for voice and SMS termination

services, which are recognized over time consistent with the Company’s revenue-recognition pattern for these services, as well

as the acquisition cost of digital prepaid products purchased from issuing partners for resale, which is recognized at a point in time

when the products are made available to customers.

The Company leases office space for corporate

and network monitoring activities and to house telecommunications equipment.

In accordance with ASC 842, “ Leases, ” we

determine if an arrangement is a lease at inception.

The office lease meets the definition of a short-term

lease because the lease term is 12 months or less.

Consequently, consistent with Company’s accounting policy election, the Company

does not recognize the right-of-use asset and the lease liability arising from this lease.

Reclassification

Certain amounts in the consolidated financial

statements of prior year periods have been reclassified to conform to the current period’s presentation.

Issued Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03 Final

Standard on Income Statement:

Disaggregation of Income Statement Expenses , which requires disaggregated disclosure of income statement

expenses for public business entities.

The ASU does not change the expense captions an entity presents on the face of the income

rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes

to the financial statements.

This guidance will be effective for us on January 1, 2027.

The Company is currently evaluating the impact

of adopting ASU 2024-03.

In December 2025, the FASB issued ASU 2025-11, Interim

Reporting (Topic 270):

Narrow-Scope Improvements , which clarifies the guidance in Topic 270 to improve the consistency of interim

financial reporting.

The ASU provides a comprehensive list of required interim disclosures and introduces a disclosure principle requiring

entities to disclose events since the end of the last annual reporting period that have a material impact on the entity.

is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years, with early adoption

The Company is currently evaluating the impact of adopting ASU 2025-11.

Company has reviewed all other recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption

of any such pronouncements may be expected to cause a material impact on our financial statements.

adopted accounting standards

November 2023, the FASB issued ASU 2023-07, Segment Reporting, which improves reportable segment disclosure requirements primarily

through enhanced disclosures about significant segment expenses among other disclosure requirements.

ASU 2023-07 is effective for fiscal

years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is

The Company adopted ASU 2023-07 on January 1, 2024.

The amendments were applied retrospectively to all prior periods presented

in the accompanying financial statements.

The adoption of ASU 2023-07 has not had a material effect on the Company’s statements

and disclosures.

In December 2025, the FASB issued ASU No.

Codification Improvements .

The ASU addresses thirty-three items, representing the changes to the Codification that (1) clarify,

(2) correct errors, or (3) make minor improvements.

Generally, the amendments in this Update are not intended to result in significant

changes for most entities.

The ASU is effective for interim reporting periods within annual reporting periods beginning after December

The adoption method of this ASU may vary, on an issue-by-issue basis.

Early adoption is permitted.

We are currently evaluating

the provisions of this ASU and do not expect this ASU to have a material impact on our consolidated financial statements.

The Company has reviewed all other recently

issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected

to cause a material impact on our financial statements.

adopted accounting pronouncements

In December 2023, the FASB issued ASU 2023-09, Income

Taxes (Topic 740):

Improvements to Income Tax Disclosures , which requires public entities, on an annual basis, to provide disclosure

of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction.

is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company adopted ASU 2023-09 for the

year ended December 31, 2025, and applied the new disclosure requirements prospectively to the current annual period.

3 - GOING CONCERN

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

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

The Company has suffered recurring losses

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

These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

The consolidated financial

statements do not include any adjustments that might result from the outcome of this uncertainty.

ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish its business plan and

eventually attain profitable operations.

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

its good standing in the industry and continuing its marketing efforts.

The Company may experience a cash shortfall and be required to

raise additional capital.

Historically,

the Company has relied upon funds from its stockholders, and loans from third parties.

Management may raise additional capital through

future public or private offerings of the Company's stock or through loans from private investors, although there can be no assurance

that it will be able to obtain such financing.

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

and its stockholders.

The Company's consolidated financial statements

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

of liabilities in the normal course of business.

The Company has suffered recurring losses from operations, minimal or negative

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

These conditions raise substantial

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

The consolidated financial statements do not include any adjustments

that might result from the outcome of this uncertainty.

The ability of the Company to continue as a

going concern is dependent upon its ability to successfully accomplish its business plan and eventually attain profitable operations.

During the next year, the Company's foreseeable

cash requirements will relate to continual development of the operations of its business, maintaining its good standing in the industry

and continuing its marketing efforts.

The Company may experience a cash shortfall and be required to raise additional capital.

Historically, the Company has relied upon funds

from its stockholders, and loans from third parties.

Management may raise additional capital through future public or private offerings

of the Company's stock or through loans from private investors, although there can be no assurance that it will be able to obtain such

The Company's failure to do so could have a material and adverse effect upon its operations and its stockholders.

4 - ACQUISITIONS

On May 29, 2025, the Company entered into a

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

liability company, pursuant to which the Company agreed to acquire fifty-one percent ( 51 % )

of the membership interests of GlobeTopper (the “Transferred Membership Interest”) from the Seller.

Pursuant to the Agreement, the Company acquired

the Transferred Membership Interests of GlobeTopper for a total purchase price consisting of $ 700,000 , payable

$50,000 upon execution of the Agreement;

$50,000 in cash on the closing date;

$50,000 in cash 30 days after the closing

date, secured by a promissory note and pledge agreement;

$50,000 in cash 60 days after the closing date, secured by a promissory note

and pledge agreement;

$500,000 in restricted common shares of the Company, calculated at a 20% discount to the volume weighted average

price (VWAP) during the five days preceding the closing date.

Additional payments based on GlobeTopper’s

EBITDA growth, payable in common shares of the Company at a 20% discount to the greater of the VWAP during the five days following the

applicable period or preceding the payment date, will be payable as follows:

50% of the positive difference between EBITDA at acquisition and EBITDA 12 months post-Closing.

50% of the positive difference between EBITDA 12 months and 24 months post-Closing.

The acquisition was closed on July 1, 2025.

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

Company will invest up to $1,200,000 in GlobeTopper over 24 months post-Closing in monthly installments of $50,000, subject to the achievement

of specified quarterly financial targets.

The following table summarizes the fair value

of the consideration paid by the Company:

Fair Value of Consideration:

Promissory note

IQSTEL common stock

Contingent liability

Total Purchase Price

The following table summarizes the preliminary identifiable assets

acquired and liabilities assumed upon acquisition of GlobeTopper and the calculation of goodwill:

Total purchase price

Assets Acquired:

Prepaid expenses

and other current assets

Total identifiable

Liabilities Assumed:

Other current liabilities

Contract liabilities

Line of credit

Total liabilities

Non-controlling

interest - 49%

Total net assets

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

River”), a corporation formed under the laws of the British Virgin Islands (“Seller”) concerning the contemplated sale

by Seller and the purchase by us of 51 % of the ordinary shares Seller holds in QXTEL LIMITED (“QXTEL”), a company incorporated

in England and Wales.

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

Upon the execution of the

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

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

was credited against the Purchase Price.

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

cash and $ 2,000,000 to the Seller, either (A) in the form of a promissory note (the “Promissory Note”), or (B)

by the delivery of iQSTEL shares to Seller.

Seller could decide the form of payment between the Promissory Note or the shares of iQSTEL,

and if a Promissory Note was chosen, we agreed to allow Seller the option to exchange the Promissory Note for shares of iQSTEL.

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

and restated promissory note to the Seller.

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

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

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

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

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

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.

The purchase price (the “Purchase Price”)

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

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

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

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

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

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

cash and $ 2,000,000 to

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

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

chosen, we agreed to allow Seller the option to exchange the Promissory Note for shares of IQSTEL.

On June 27, 2024, we entered into

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

note to the Seller.

We had paid down $ 200,000 of

the note, so the amended and restated promissory note was issued in the principal amount of US $ 1,800,000 .

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

each of the months of May through November ($1,400,000) with a balloon payment of $ 600,000 ,

to monthly installments of $ 75,000 plus

interest during 2024, and $ 212,500 plus

interest during the first 6 months of 2025.

We also revised the Earnout Payment due to the Seller.

The Earnout Payment was redefined at $ 721,035 net income,

to be achieved in Q2, Q3 and Q4 of 2024.

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

will be paid in monthly installments during the first half of 2025.

year ended December 31, 2024, the Company repaid $ 725,000 on the Promissory Note.

The acquisition

was closed on April 1, 2024.

The Earnout Payment was redefined

at $ 721,035 net

income, to be achieved in Q2, Q3 and Q4 of 2024.

The $ 1,000,000 payment

that IQSTEL had to pay upon achievement of the Earnout Payment was paid in monthly installments during the first half of 2025.

During the years ended December 31, 2025 and

2024, the Company repaid $ 2,275,000

and $ 725,000 on

the Promissory Note, respectively.

The Company included $ 725,000

repayment in 2024 in acquisition of subsidiary under investing activities.

The acquisition was closed on April 1,

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

The following

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

The following table summarizes the fair value

of the consideration paid by the Company:

Fair Value of Consideration:

2 unchanged sentences

Total Purchase Price

The following

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

The following table summarizes the identifiable assets acquired and

liabilities assumed upon acquisition of QXTEL and the calculation of goodwill:

Total purchase price

1 unchanged sentence

Due from related party

Intangible assets recognized

Total identifiable assets

Accounts payable

( 14,796,505 )

Other current liabilities

Total liabilities assumed

Intangible assets recognized

( 15,200,089 )

Non-controlling interest - 49 %

1 unchanged sentence

Total net assets

combined proforma results of operations for the year ended December 31, 2024 and 2023 as though the Company acquired QXTEL on January

1, 2023, are set forth below:

Unaudited combined proforma results of operations for the years ended

December 31, 2025 and 2024 as though the Company acquired QXTEL and GlobeTopper on January 1, 2024, are set forth below:

$ 342,565,167

2 unchanged sentences

Operating expenses

Operating (loss) income

Other (expense) income

Operating loss

( 4,039,346 )

Net (loss) income

Other expense

( 4,140,878 )

( 3,934,773 )

$ ( 8,301,929 )

$ ( 5,083,875 )

5 – PREPAID AND OTHER CURRENT ASSETS

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

Prepaid and other current assets at December 31, 2025 and 2024 consisted

of the following:

Other receivable

4 unchanged sentences

Security deposit

Total prepaid and other current assets

6 – PROPERTY AND EQUIPMENT

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

Property and equipment at December 31, 2025 and 2024 consisted of

the following:

Telecommunication equipment

2 unchanged sentences

Total property and equipment

Accumulated depreciation and amortization

Total property and equipment

expense for the years ended December 31, 2024 and 2023 amounted to $ 138,597 and $ 128,737 , respectively.

Accumulated depreciation

and amortization

( 1,131,710 )

Total property

and equipment

Depreciation expense for the years ended December

31, 2025 and 2024 amounted to $ 146,417

and $ 138,597 , respectively.

7 – INTANGIBLE ASSETS

assets at December 31, 2024 and 2023 consisted of the following:

Gross carrying amount

Accumulated amortization

Net carrying amount

Intangible assets at December 31, 2025 and 2024 consisted of the

carrying amount

New gas regulator intangible

Interconnection agreements

$ ( 360,938 )

Not yet in service

Interconnection

$ ( 842,188 )

Gross carrying amount

Accumulated amortization

Net carrying amount

gas regulator intangible

New gas regulator intangible

Not yet in service

expense for the years ended December 31, 2024 and 2023 amounted to $ 360,938 and $ 0 .

The following

table outlines the estimated future amortization expense as of December 31, 2024:

Interconnection agreements

$ ( 360,938 )

Amortization expense for the years ended December

31, 2025 and 2024 amounted to $ 481,250

and $ 360,938 , respectively.

The following table outlines the estimated future

amortization expense at December 31, 2025:

8 – ACCRUED AND OTHER CURRENT LIABILITIES

other current liabilities at December 31, 2024 and 2023 consisted of the following

Accrued and other current liabilities at December 31, 2025 and 2024

consisted of the following

Accrued liabilities

4 unchanged sentences

Other current liabilities

Total accrued and other current liabilities

- LOANS PAYABLE

Income tax payable

accrued and other current liabilities

9 - LOANS PAYABLE

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

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

Loans payable at December 31, 2025 and 2024 consisted of the following:

Note was issued on October

23, 2018 and due on January

Darlene Covid19

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

Note was issued on April

1, 2020 and due on March

Promissory note payable

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

Note was issued June

11, 2024 and due on June

Promissory note payable - acquisition

Note was issued April

1, 2024 and due on June

Promissory note payable

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

Promissory note payable - acquisition of QXTEL

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

Note was issued July

16, 2024 and due on July

Promissory note payable

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

Note was issued July

31, 2024 and due on July

Promissory note payable

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

Note was issued September

23, 2024 and due on September

Promissory note payable

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

Note was issued October

4, 2024 and due on September

Promissory note payable

Note was issued October 4, 2024 and due on September 23, 2025

Unamortized debt discount

Note was issued July

16, 2025 and due on February

Promissory note payable

Note was issued August

8, 2025 and due on March

Promissory note payable

Note was issued September

11, 2025 and due on April

Promissory note payable

Note was issued October

14, 2025 and due on May

Promissory note payable

Note was issued November

10, 2025 and due on June

Promissory note payable

Note was issued December

22, 2025 and due on August

Financing loan

monthly payment for 48

months through January 2029

debt discount

Total loans payable

Current portion of loans payable

Current portion

of loans payable

( 4,020,833 )

Long-term loans payable

Loans payable

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

( 2,455,641 )

Long-term loans

Loans payable - related parties at December 31, 2025 and 2024 consisted

of the following:

49% of Shareholder of SwissLink

Note is due on demand

is due on demand

49% of Shareholder of SwissLink

Note is due on demand

Minority Shareholder of QXTEL

Note is due on October 1, 2025

Current portion of loans payable - related parties

Long-term loans payable - related parties

the years ended December 31, 2024 and 2023, the Company borrowed from third parties totaling $ 5,041,532 and $ 421,760 , which includes

original issue discount and financing costs of $ 546,680 and $ 46,760 and repaid the principal amount of $ 2,571,139 and

is due on demand

Minority Shareholder

Note was due on

Current portion

of loans payable - related parties

Long-term loans

payable - related parties

During the years ended December 31, 2025 and

2024, the Company borrowed from third parties totaling $ 7,420,322

and $ 5,041,532 ,

which includes original issue discount and financing costs of $ 455,322

and $ 546,680

and repaid the principal amount of $ 2,305,825 ,

including repayments of payable issued for acquisition of subsidiary of $2,275,000 and $2,571,139, respectively.

During the year ended December 31, 2025, the

Company issued a note payable of $ 1,000,000 for

the earn out payment related to the April 1, 2024 acquisition of a subsidiary.

During the year ended December 31, 2025, the Company issued

a note payable of $ 100,000 for

consideration related to the July 1, 2025 acquisition of a subsidiary.

These notes were fully repaid during the year ended December 31,

During the years ended December 31, 2025 and

2024, the Company recorded interest expense of $ 556,051

and $ 293,671

and recognized amortization of discount, included in interest expense, of $ 179,659

and $ 300,303 ,

respectively.

the years ended December 31, 2024 and 2023, the Company recorded interest expense of $ 293,671 and $ 32,231 and recognized amortization

of discount, included in interest expense, of $ 300,303 and $ 14,426 , respectively.

During the year ended December 31, 2025, the Company settled loans

amount and accrued interest of 5 notes payable issued in June through October 2024 by issuing 264,980 shares

of common stock.

As a result, the Company recorded a loss on settlement of debt of $ 801,255 .

amount and accrued interest of 3 notes payable issued in June 2025 by issuing 22,131 shares

of Series D Preferred Stock.

As a result, the Company recorded a loss on settlement of debt of $ 804,599 .

amount and accrued interest of 4 notes payable issued in January through May 2025 by issuing 14,979 shares

of common stock.

As a result, the Company recorded a loss on settlement of debt of $ 541,290 .

During the year ended December 31, 2024, the Company settled 2 loans

amount and accrued interest of a note payable issued in April 2023 by issuing 22,125 shares

of common stock.

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

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

As a result, the Company recorded a loss on settlement of

debt of $ 27,537 .

10 - CONVERTIBLE LOANS

loans at December 31, 2024 and 2023 consisted of the following:

Issued in fiscal year 2023

Issued in fiscal year 2024

Convertible loans at December 31, 2025 and 2024 consisted of

the following:

in fiscal year 2024

Total convertible notes payable

Unamortized debt discount

debt discount

Total convertible notes

current portion of convertible notes

Long-term convertible notes

the years ended December 31, 2024 and 2023, the Company recorded interest expense of $ 769,027 and $ 23,919 and recognized amortization

of discount, included in interest expense, of $ 796,422 and $ 24,332 , respectively.

in fiscal year 2023

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

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

The notes are due on June 1, 2024 and October

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

Accrued, unpaid interest and outstanding principal

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

current portion

of convertible notes

Long-term convertible

During the years ended December 31, 2025 and

2024, the Company recorded interest expense of $ 599,738

and $ 769,027

and recognized amortization of discount, included in interest expense, of $ 278,951

and $ 796,422 ,

respectively.

The notes are convertible at the option of the holders at any time following an event of default, and the conversion

price is 75% multiplied by the lowest trading price of Company’s common stock during the 10 trading days prior to the conversion

in fiscal year 2024

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

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

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

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

Each noteholder shall receive

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

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

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

an original issue discount of $ 222,222 ;

During the year ended December 31, 2025, one

note holder converted notes with principal amounts of $ 5,327,485 ,

debt discount of $ 137,242 ,

accrued interest of $ 434,150 and

conversion fee of $ 16,500 into 1,271,720 shares

of common stock.

During the year ended December 31, 2024,

one note holder converted notes with principal amounts of $ 666,666 and

conversion fee of $ 5,000 into 76,326 shares

of common stock.

During the year ended December 31, 2025, the

Company settled the principal amount of convertible notes of $ 671,870 ,

debt discount of $ 58,573 and

accrued interest of $ 34,366 issued

in June 2024 through February 2025 to two notes holders by paying cash of $ 725,000 .

As a result, the Company recorded a loss on settlement of debt of $ 77,337 .

Issued in fiscal year 2025

During the year ended December 31, 2025, the

Company borrowed amounts from third parties totaling $ 1,113,316 ,

which includes original issue discount and financing costs of $ 125,816 .

payments , one payment of $ 268,470 and

four payments of $ 67,118 ,

beginning in August 2025

payments , one payment of $ 66,120 and

four payments of $ 16,530 ,

beginning in August 2025

The outstanding balance was paid on December

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

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

Certain notes allowed

for the conversion price to be a fixed price of $8.80 per share.

Issued in fiscal year 2024

In January 24, 2024, we entered into a securities

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

of $ 3,888,889 in

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

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

initial conversion price of $ 8.8 per

noteholder received shares of common stock (“Kicker Shares”) in an amount equal to ten percent of the principal amount of

any Note issued divided by $8.8.

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

The initial tranche was executed in January

2024 for $ 2,222,222 in

face value of Notes and 25,252 Kicker

Shares, with an original issue discount of $ 222,222 ;

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

1 unchanged sentence

respectively.

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

October 2024, we entered into a Memorandum of Understanding (the “Agreement”) with M2B Funding Corp.

to extend the maturity

date on three promissory notes in exchange for stock consideration.

Pursuant to the Agreement, the following promissory notes were extended

by 12 months from their original date of maturity:

Originally due January 1, 2025, with an outstanding amount of $1,888,889, extended to January 1, 2026.

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

Originally due March 25, 2025, with an outstanding amount of $555,556, extended to March 25, 2026.

consideration for this extension, the Company issued 646,467 restricted common shares.

As a result of the extension, the Company recognized

the loss on debt extinguishment of $297,878 as debt extinguishment and debt discount of $61,818 as debt modification.

Additionally,

during the year ended December 31, 2024, the Company borrowed amounts from a third party totaling $2,413,707, which includes original

issue discount and financing costs of $248,707.

March 7, 2024

January 15, 2025

year note bore interest at 18 % per

In October 2024, we entered into a Memorandum

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

to extend the maturity date on three promissory notes in exchange

for stock consideration.

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

Originally due January 1, 2025, with an outstanding amount of $ 1,888,889 ,

extended to January

Originally due March 12, 2025, with an outstanding amount of $ 1,111,111 ,

extended to March

Originally due March 25, 2025, with an outstanding amount of $ 555,556 ,

extended to March

In consideration for this extension, the Company

restricted common shares.

As a result of the extension, the Company recognized the loss on debt extinguishment of $ 297,878

as debt extinguishment and debt discount of $ 61,818

as debt modification.

Additionally, during the year ended December

31, 2024, the Company borrowed amounts from a third party totaling $ 2,413,707 ,

which includes original issue discount and financing costs of $ 248,707 .

10 payments each in the amount of $ 16,453 beginning

on April 15, 2024

March 7, 2024

January 15, 2025

5 payments, one payment of $ 100,947 and four

payments of $ 25,237 , beginning in September 2024

July 10, 2024

April 30, 2025

payments , one payment of $ 100,947 and

four payments of $ 25,237 ,

beginning in September 2024

9 payments each in the amount of $ 22,724 beginning

on August 30, 202 4

September 16, 2024

July 15, 2025

5 payments, one payment of $ 86,617 and four

payments of $ 21,654 , beginning in March 2025

October 15, 2024

July 15, 2025

payments , one payment of $ 86,617 and

four payments of $ 21,654 ,

beginning in March 2025

9 payments each in the amount of $ 22,724 beginning

on November 30, 2024

December 6, 2024

Outstanding balance shall be paid on June 4, 2025

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

Outstanding balance was paid on June

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

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

the year ended December 31, 2024, one note holder converted notes with principal amounts of $ 666,666 and conversion fee

of $ 5,000 into 6,106,061 shares of common stock.

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

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

11 – WARRANTS

On February 12, 2024, we issued a Common Stock

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

expired on December 31, 2024, for the right to acquire up to 125,000 shares

of common stock.

exercise price per share of the common stock under the Option was (i) 70% of the VWAP of the common stock during the then 10 Trading

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

VWAP of the common stock during the then 10 Trading Days immediately preceding, but not including the date of exercise if the VWAP is

equal or above $2.00 .

Days immediately preceding, but not including the date of exercise if the VWAP is below $160.00 or (ii) seventy five percent (75%) of

the VWAP of the common stock during the then 10 Trading Days immediately preceding, but not including the date of exercise if the VWAP

is equal or above $2.00.

Funding had the right and the obligation to exercise, on a “cash basis”, not less than (i) 25,000 of the shares of common

6 unchanged sentences

not less than $8.8.

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

exercise of its Option.

The Option also contained rights to any Company distributions and consideration in fundamental transactions.

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

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

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

The assessment considers whether the warrants

are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants

meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s

own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside

of the Company’s control, among other conditions for equity classification.

This assessment, which requires the use of professional

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

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

financial statements.

summary of activity regarding warrants issued as follows:

Warrants Outstanding

If the Company issued securities less than the

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

The Option also contained

rights to any Company distributions and consideration in fundamental transactions.

The Company accounts for warrants as either

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

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

and Hedging (“ASC 815”).

The assessment considers whether the warrants are freestanding financial instruments pursuant

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

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

holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other

conditions for equity classification.

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

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

The Company determined that the warrants had

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

A summary of activity regarding warrants issued

Weighted Average

Weighted Average Remaining

Exercise Price

Contractual life (in years)

Outstanding, December 31, 2022

Increase in number of warrants by VWAP

( 10,294,119 )

Forfeited/canceled

( 18,080,921 )

Outstanding, December 31, 2023

( 10,000,000 )

life (in years)

December 31, 2023

Forfeited/canceled

Outstanding, December 31, 2024

intrinsic value of the warrants as of December 31, 2024 is $ 0 .

December 31, 2024

The intrinsic value of the warrants at December

31, 2024 was $ 0 .

No warrants were outstanding as of and for the year ended December 31, 2025.

12 – DERIVATIVE LIABILITIES

Assumptions Used in Accounting for Derivative Liabilities

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

the fair market value as other income or expense.

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

the fair value as of December 31, 2024.

The Black-Scholes model requires six basic data inputs:

the exercise or strike price, time to

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

dividend rate.

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

the years ended December 31, 2024 and 2023, the estimated fair values of the liabilities measured on a recurring basis are as follows:

Fair Value Assumptions Used in Accounting

for Derivative Liabilities

ASC 815 requires we assess the fair market value

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

The Company determined our derivative liabilities

to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the fair value at December 31, 2024.

Black-Scholes model requires six basic data inputs:

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

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

Changes to these inputs could

produce a significantly higher or lower fair value measurement.

For the year ended December 31, 2024, the estimated

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

Expected term

0.04 - 0.65 years

Expected average volatility

1 unchanged sentence

Risk-free interest rate

The following

table summarizes the changes in the derivative liabilities during the years ended December 31, 2024 and 2023:

Value Measurements Using Significant Observable Inputs (Level 3)

Balance - December 31,

Settled on issuance of

Change in fair value of

4.44 % - 4.73 %

The following table summarizes the changes in the derivative liabilities

during the years ended December 31, 2024:

Fair Value Measurements Using Significant Observable Inputs

Balance - December 31, 2023

Addition of new derivatives

recognized as cash received

Exercise on issuance of

Addition of new derivatives recognized as cash received

Exercise on issuance of common stock

( 1,493,046 )

Change in fair value of

Change in fair value of the warrant

Balance - December 31, 2024

The following

table summarizes the change in fair value of derivative liabilities included in the income statement for the years ended December 31,

2024 and 2023, respectively.

The following table summarizes the change in

fair value of derivative liabilities included in the income statement for the years ended December 31, 2025 and 2024, respectively.

Addition of new derivatives recognized as loss on derivatives

Revaluation of derivative liabilities

Change in fair value of derivative liability

$ ( 381,848 )

Revaluation of derivative

Change in fair value of derivative

There were no derivative liabilities outstanding as of and for the

year ended December 31, 2025.

13 – STOCKHOLDERS’ EQUITY

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

the year ended December 31, 2024, the Company issued 30,847,055 shares of common stock and 285,000 shares payable, valued at fair

market value on issuance as follows:

The Company’s authorized capital consists

of 26,000,000 shares of common stock

with a par value of $ 0.001 per

During the year ended December 31, 2025, the

Company issued 2,130,808 shares

of common stock, valued at fair market value on issuance as follows:

shares for conversion of Series D Preferred Stock

shares for compensation to our directors valued at $ 81,813

• 3,007,173 shares for settlement of debt valued at $ 483,670 ;

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

• 10,000,000 shares for exercise of warrants for $ 1,100,000 ;

shares for conversion of debt of $ 5,640,893

shares issued for cash of $ 100,000

shares for the extension of debt valued at $ 116,364

shares for conversion of Series B Preferred Stock

shares of stock payable for service valued at $ 82,194 recorded as additional paid in capital as of December 31, 2024.

Shares were issued

on January 16, 2025.

year ended December 31, 2023, the Company issued 10,534,119 shares of common stock, valued at fair market value on issuance

• 240,000 shares for compensation to our directors valued at $ 42,890 ;

• 10,294,119 shares for exercise of warrants for $ 1,400,000 .

of December 31, 2024 and 2023, 202,976,685 and 172,129,630 shares of common stock were issued and outstanding, respectively.

A Preferred Stock

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

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

shares for settlement of debt of $ 1,886,658

shares for service valued at $ 223,200

shares for common stock payable value at $ 82,194

shares for stock dividend valued at $ 500,000

shares for reverse stock split adjustment

During the year ended December 31, 2024, the

Company issued 385,589 shares

of common stock and 3,563 shares payable, valued at fair market value on issuance as follows:

for compensation to our directors valued at $ 141,025

37,590 shares

for settlement of debt valued at $ 483,670

44,192 shares

in conjunction with convertible notes valued at $ 597,777

125,000 shares

for exercise of warrants for $ 1,100,000

76,326 shares

for conversion of debt of $ 671,666

30,625 shares

issued for cash of $ 100,000

for the extension of debt valued at $ 116,364

56,275 shares

for conversion of Series B Preferred Stock

of stock payable for service valued at $ 82,194 recorded

as additional paid in capital at December 31, 2024.

Shares were issued on January 16, 2025

At December 31, 2025 and 2024, 4,668,017 and 2,537,209 shares

of common stock were issued and outstanding, respectively.

Series A Preferred Stock

On November 3, 2020, pursuant to Article III

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

consisting of up 10,000 shares,

par value $ 0.001 .

Under the Certificate of Designation, holders

of Series A Preferred Stock will participate on an equal basis per-share with holders of our common stock in any distribution upon winding

up, dissolution, or liquidatio n.

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

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

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

of State on November 3, 2020

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

B Preferred Stock

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

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

Under the Certificate of Designation, holders

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

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

Holders of Series B Preferred Stock are

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

(24%) of $81 per share for each of the then outstanding shares of Series B Preferred Stock, calculated on the basis of a 360-day year

consisting of twelve 30-day months .

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

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

up, dissolution, or liquidation .

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

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

The rights of the holders of Series A Preferred

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

At December 31, 2025 and 2024, 10,000 shares

of Series A Preferred Stock were issued and outstanding.

Series B Preferred Stock

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

5% previous month’s stock liquidity.

August 2023, the Company declared and issued 10,080 shares Series B stock to our management as dividends, valued at $ 816,480 .

November 2024, the Company declared and issued 8,959 shares Series B stock to our management as dividends, valued at $627,710.

December 2024, a member of Company management converted 4,502 shares of Series B Preferred Stock into 4,502,000 shares of common

of December 31, 2024 and 2023, 35,537 and 31,080 shares of Series B Preferred Stock were issued and outstanding, respectively.

C Preferred Stock

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

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

Under the Certificate of Designation, holders

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

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

The holders of shares

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

funds legally available for that purpose .

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

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

share of Series C Preferred Stock.

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

than 5% previous month’s stock liquidity .

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

of State on January 7, 2021.

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

D Preferred Stock

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

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

Under the Certificate of Designation,

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

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

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

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

out of funds legally available for that purpose .

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

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

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

of State on November 3, 2023.

As of December

31, 2024 and 2023, no Series D Preferred Stock was issued or outstanding.

On November 11, 2020, pursuant to Article

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

Stock, consisting of up 200,000 shares,

par value $ 0.001 .

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

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

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

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

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

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

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

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

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

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

In December 2025, the Company declared and issued 17,168 shares

Series B stock to our management as dividends, valued at $ 624,469 .

In June 2025, the Company issued 6,571 shares

of Series B Preferred Stock to settle salary payable for our CEO and CFO of $ 631,500 .

As a result, the Company recorded a loss on settlement of salary payable of $ 216,981 .

In December 2024, a member of Company management

converted 4,502 shares

of Series B Preferred Stock into 56,275

shares of common stock.

In November 2024, the Company declared and issued 8,959 shares

Series B stock to our management as dividends, valued at $ 627,710 .

As of December 31, 2025 and 2024, 59,276

shares of Series B Preferred Stock were issued and outstanding, respectively.

Series C Preferred Stock

On January 7, 2021, pursuant to Article III

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

consisting of up 200,000 shares,

par value $ 0.001 .

the Certificate of Designation, holders of Series C Preferred Stock will rank junior to the Series B Preferred Stock, but on par

with common stock and Series A Preferred Stock in any distribution upon winding up, dissolution, or liquidation of the Company, as provided

in the designation.

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

discretion, out of funds legally available for that purpose .

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

convert into common stock after twenty four months from the issuance date, at a conversion rate of twelve point five (12.5) shares of

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

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

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

The rights of the holders of Series C Preferred

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

At December 31, 2025 and 2024, no Series

C Preferred Stock was issued or outstanding.

Series D Preferred Stock

On October 10, 2025, the Company filed a Second

Amended and Restated Certificate of Designation for the Series D Preferred Stock (the “Certificate of Designation”) with

the Secretary of State of Nevada to amend and restate the terms of its Series D Preferred Stock, originally established on November 3,

2023, and first amended on July 7, 2025.

The Second Amended and Restated Certificate of Designation maintains the number of authorized

shares at 100,000

and revises the terms by introducing a True-Up Adjustment mechanism to the conversion rate, as described below.

The amended terms include

the following key provisions:

12% cumulative dividend, payable as, when, and if declared by the Board of Directors, calculated on a 360-day year, accruing

from the date of issuance and ceasing the day prior to conversion, with pro rata dividends for partial-year holdings.

Following three months from the issuance date, the Series D Preferred Stock is convertible into common stock at a rate of 12.5

shares of common stock per share (the “Base Shares”), subject to adjustment for stock splits, dividends, or reorganizations.

Additionally, a True-Up Adjustment mechanism applies, whereby the conversion may include additional shares based on a comparison of the

original conversion price (based on the 10-day VWAP with a 20% discount at the time of issuance) to the lowest daily VWAP during the

five trading days preceding the conversion date with a further 20% discount applied to such lowest daily VWAP (the “Adjusted Conversion

Price”), with a floor of $1.00 and a maximum True-Up Ratio of 2.5.

Redemption Provisions:

Optional redemption

by the Company at 105% of the price paid by the holder, upon not more than three trading days’ notice.

Senior to common stock, Series A Preferred Stock, and Series C Preferred Stock, and on parity with Series B Preferred Stock,

in any liquidation, dissolution, or winding up of the Company.

No voting rights, except as required by law or for amendments to the Certificate of Designation or Articles of Incorporation

that would alter the Series D Preferred Stock’s rights.

Leak-Out Restriction:

After three months, conversions

to common stock and sales are limited to 10% of the average daily trading volume of the Company’s common stock per holder.

During the year ended December 31, 2025, the

Company issued 37,110 shares

of Series D Preferred Stock for settlement of debt of $ 4,708,332 .

During the year ended December 31, 2025, 19,090

shares of Series D Preferred Stock were converted into 475,125

shares of common stock.

At December 31, 2025 and 2024, 18,020

shares Series D Preferred Stock was issued or outstanding.

14 – PROVISION FOR INCOME TAXES

Company provides for income taxes under ASC 740, “ Income Taxes.” Under the asset and liability method of ASC

740, deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax basis of assets

and liabilities and the tax rates in effect when these differences are expected to reverse.

A valuation allowance is provided for certain

deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

following table presents a reconciliation of the income taxes presented in the Statement of Operations for the years ended December 31,

2024 and 2023 :

Year Ended December 31

Income tax expense

components of the Company’s deferred tax asset and reconciliation of income taxes computed at the statutory rate to the income

tax amount recorded as of December 31, 2024 and 2023, are as follows:

Income (loss) before provision for income taxes consisted of the

following for the years ended December 31, 2025 and 2024:

United States

$ ( 8,955,346 )

$ ( 5,587,111 )

Total loss before

$ ( 8,388,561 )

$ ( 4,786,006 )

The following table presents a reconciliation

of the income taxes presented in the Statements of Operations for the years ended December 31, 2025 and 2024:

The federal and state income tax provision

(benefit) is summarized as follows:

State and local

current provision for income taxes

$ ( 517,250 )

State and local

deferred provision for income taxes

$ ( 216,364 )

$ ( 506,465 )

State and local

Total provision

for income taxes

The Company paid income taxes as follows for

the years ended December 31, 2025 and 2024:

Income taxes paid:

Total paid during the year

The tax effects of temporary differences that give

rise to significant components of the Company’s deferred tax assets and liabilities are as follows:

Deferred tax assets

Interest carryforward

Net operating losses

Total deferred tax assets

Valuation allowance

( 6,484,923 )

( 2,972,455 )

Total deferred tax

Deferred tax liabilities

Property and equipment

Total deferred tax liabilities

Net deferred tax assets

The Change in the valuation allowance for the years

ended December 31, was as follows:

Balance at beginning of year

Additions charged to tax expense

Balance at end of year

ASC 740 requires a valuation allowance to reduce

deferred tax assets if it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized.

The Company performed a comprehensive review of its

uncertain tax positions and determined that no adjustments were necessary relating to unrecognized tax benefits as of December 31, 2025

The Company’s federal and state income tax returns are subject to examination for three years after filing and remain

open to examination for those periods.

The components of the Company’s provision for income taxes

and reconciliation of income taxes computed at the statutory rate to the income tax amount recorded at December 31, 2025, are as follows:

federal statutory

tax benefit on pretax loss

$ ( 1,761,598 )

State and local income taxes, net

of federal benefit

Foreign tax effects

Changes in Valuation

United Kingdom

Changes in Valuation Allowance

Nontaxable or nondeductible items

Tax effect of income

not subject to entity level federal income tax

Equity Debt Settlement

Goodwill Impairment

( 2,633,857 )

Change in 163j Interest

( 2,189,057 )

in Net Operating Losses

Total provision

for income taxes

The components of the Company’s deferred

tax asset and reconciliation of income taxes computed at the statutory rate to the income tax amount recorded as of December 31, 2024,

are as follows:

Net Operating loss carryforward

4 unchanged sentences

( 2,972,455 )

( 2,392,012 )

Net deferred tax asset

of December 31, 2024, the Company has approximately $ 15,400,000 of net operating losses (“NOL”) generated to December

31, 2024 carried forward to offset taxable income in future years which began to expire in 2023.

NOLs generated in the United States

for tax years prior to December 31, 2017, can be carried forward for twenty years, whereas NOLs generated after December 31, 2017

can be carried forward indefinitely.

NOLs generated in Switzerland can be carried forward for 7 years.

In assessing the realization of

deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods

in which those temporary differences become deductible.

Management considers the scheduled reversal of deferred tax liabilities, projected

future taxable income and tax planning strategies in making this assessment.

Based on the assessment, management has established a full

valuation allowance against all of the deferred tax assets relating to NOLs for every period because it is more likely than not that

all of the deferred tax assets will not be realized other than those recorded at SwissLink, because the Company anticipates utilizing

the NOLs prior to their expiration.

of the NOL carry forwards may be subject to an annual limitation due to ownership change limitations that may have occurred or that could

occur in the future, as required by Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”).

These ownership

changes may limit the amount of the NOL carry forwards that can be utilized annually to offset future taxable income and tax, respectively.

In general, an “ownership change” as defined by Section 382 of the Code results from a transaction or series of transactions

over a three-year period resulting in an ownership change of more than 50 percentage points of the outstanding stock of a company by

certain stockholders.

for the years ended 2018 through 2024 are subject to review by the tax authorities.

At December 31, 2025, the Company has approximately $15,400,000 of

net operating losses (“NOL”) generated to December 31, 2025 carried forward to offset taxable income in future years which

began to expire in 2023.

The Company’s net operating loss carry forwards may be subject to annual limitations, which could eliminate,

reduce or defer the utilization of the losses because of an ownership change as defined in Section 382 of the Internal Revenue Code.

Federal tax returns are closed by statute for years through 2018.

The status of state and non-U.S.

tax examinations varies due to

the numerous legal entities and jurisdictions in which the Company operates.

15 - RELATED PARTY TRANSACTIONS

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

Due from related party

During the years ended December 31, 2025 and 2024, the Company loaned $ 56,162

and $ 89,832 to

a related party and collected $ 0

and $ 33,602 ,

respectively.

At December 31, 2025 and 2024, the Company had

amounts due from related parties of $ 639,519

and $ 630,715 , 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.

the years ended December 31, 2024 and 2023, the Company recorded management salaries of $ 846,000 and $ 516,000 , respectively, and

stock-based compensation bonuses of $ 223,219 and $ 42,890 , respectively.

of December 31, 2024 and 2023, the Company recorded and accrued management salaries of $ 420,447 and $ 100,128 , respectively.

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

Due to related parties

At December 31, 2025 and 2024, the Company had

amounts due to related parties of $ 65,829

and $ 26,613 , respectively.

The amounts are

unsecured, non-interest bearing and due on demand.

During the years ended December 31, 2025, a related party paid $ 39,216 to

purchase a vehicle on behalf of the Company.

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

Employment agreements

During the years ended December 31, 2025 and

2024, the Company recorded management salaries and bonus of $ 972,000

and $ 846,000 , respectively, and stock-based

compensation bonuses of $ 81,813

and $ 223,219 ,

respectively.

On June 23, 2025, the board of directors of

the Company approved amended employment agreements in favor of its Chief Executive Officer, Leandro Iglesias, and its Chief Financial

Officer, Alvaro Quintana Cardona.

In case the monthly remuneration is not set

in full on time , the amended agreements provide that Messrs.

Iglesias and Quintana may convert their accrued salary/bonus

into shares of common stock or Series B Preferred Stock of the Company.

For common stock, the number of shares issuable is determined

by considering the average price per share of common stock on the Nasdaq Capital Market during the last 10 days and applying

a discount of 25% and then dividing the accrued salary by the average price per share.

For Series B Preferred stock, the number of shares

issuable is determined by considering the discounted average price per share of common stock on the Nasdaq Capital Market during the

last 10 days, dividing the accrued salary by the discounted average price per share, and then dividing that number of shares by 12.5.

In June 2025, the Company issued 6,571 shares

of Series B Preferred Stock to settle salary payable for our CEO and CFO of $ 631,500 .

As a result, the Company recorded a loss on settlement of salary payable of $ 216,981 .

At December 31, 2025 and 2024, the Company recorded

and accrued management salaries of $ 68,365

and $ 420,447 ,

respectively.

16 – COMMITMENTS AND CONTINGENCIES

and Long-term Contracts

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

Leases and Long-term Contracts

The Company has not entered into any long-term

leases, contracts or commitments.

The Company leases facilities which the term is 12

For the years ended December 31, 2024 and 2023, the Company incurred rent expense of $ 28,539 and $ 5,954 , respectively.

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

current assets and equipment are located.

The Company's chief operating decision maker ("CODM") is its chief financial officer,

who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance.

For the years ended December 31, 2025 and 2024, the Company incurred rent expense of $ 34,366

and $ 28,539 , respectively.

The Company operates in two industry segments, telecommunication services and fintech services, and three geographic segments, USA, UK

and Switzerland, where current assets and equipment are located.

The Company's chief operating decision maker ("CODM") is its

chief financial officer, who reviews the operating results for the Company as a whole to make decisions about allocating resources and

assessing financial performance.

The CODM uses operating activities and net assets to assess financial performance and allocate resources.

These financial metrics are

used by the CODM to make key operating decisions, such as the determination of the rate at which the Company seeks to grow, the allocation

of budget between cost of sales and operating expenses and the management of assets.

following table shows operating activities information by geographic segment for the years ended December 31, 2024 and 2023:

17 - SEGMENT - Geographic Segment (Details)

December 31, 2024

These financial metrics are used by the CODM to make key operating decisions, such as the determination of the rate at which the Company

seeks to grow, the allocation of budget between cost of sales and operating expenses and the management of assets.

The following tables show reportable operating

activities information by industrial segment for the years ended December 31, 2025 and 2024.

The Company has two industrial segments

since the Company acquired GlobeTopper LLC in July 2025:

Year ended December 31, 2025

NOTE 17 - SEGMENT - Industrial

Segment (Details)

$ 330,564,828

4 unchanged sentences

Operating expenses

Salaries, Wages and Benefits

Professional Fees

Legal and Regulatory

Travel & Events

Bad Debt Expense

Depreciation and Amortization

Bank Services and Fees

Office, Facility and Other

Sales Commissions

Stock-based compensation

Total Operating Expenses

Operating income (loss)

( 6,158,640 )

( 4,252,010 )

Other income (expense)

2 unchanged sentences

Income tax expense

Net income (loss)

$ ( 9,902,341 )

1 unchanged sentence

$ ( 8,510,266 )

December 31, 2023

Year ended December 31, 2024

$ 306,039,424

4 unchanged sentences

Operating expenses

Operating income (loss)

( 2,800,053 )

Other income (expense)

( 3,763,535 )

( 3,951,942 )

Income tax expense

$ ( 6,563,588 )

$ ( 590,348 )

$ ( 5,180,036 )

The following tables show operating activities

information by geographic segment for the years ended December 31, 2025 and 2024:

Year ended December 31, 2025

$ 194,721,347

$ 141,624,991

$ ( 41,841,186 )

$ 316,899,498

( 41,359,907 )

wages and benefits

and regulatory

services and fees

and amortization

facility and other

and administration

loss of goodwill

income (loss)

( 4,858,536 )

( 4,252,010 )

income (expense)

( 3,816,310 )

( 4,136,551 )

tax benefit (expense)

income (loss)

$ ( 8,171,945 )

$ ( 402,200 )

$ ( 280,500 )

$ ( 8,510,266 )

Year ended December 31, 2024

$ 197,007,636

$ ( 22,818,982 )

$ 283,220,442

Cost of revenue

( 22,539,653 )

Operating expenses

Salaries, Wages and Benefits

8 unchanged sentences

Stock-based compensation

Total Operating Expenses

General and administration

Operating income (loss)

( 1,275,003 )

Other income (expense)

( 3,961,170 )

( 3,951,942 )

Income tax expense

Net income (loss)

1 unchanged sentence

$ ( 320,636 )

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

$ ( 360,938 )

$ ( 5,180,036 )

Asset Information

The following table shows asset and liability

information by industrial segment at December 31, 2025 and 2024:

December 31, 2025

14 unchanged sentences

Non-current liabilities

The following table shows asset and liability

information by geographic segment at December 31, 2025 and December 31, 2024:

December 31, 2025

$ ( 2,296,101 )

Non-current assets

$ ( 13,369,737 )

Current liabilities

$ ( 2,296,101 )

Non-current liabilities

( 13,369,737 )

December 31, 2024

Current assets

$ ( 13,107,888 )

Non-current assets

$ ( 12,184,562 )

Current liabilities

$ ( 13,107,888

Non-current liabilities

18 – SUBSEQUENT EVENTS .

to December 31, 2024 and through the date that these financials were made available, the Company had the following subsequent events:

January 14, 2025, the Company issued a Common Stock Purchase Option (the “Option”) to ADI Funding LLC (“ADI Funding”)

under a Stock Purchase Agreement for $100,000 that expires on July 14, 2025, for the right to acquire up to 15,000,000 shares of common

The exercise price per share of the common stock under the Option shall be 70% of the VWAP of the common stock during the then

10 Trading Days immediately preceding but not including the date of exercise.

The obligation to exercise each specified portion of the

Option is subject to the exercise price, being not less than $0.11 per share on the relevant Option exercise date.

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.

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, iQSTEL Inc.

(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.

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.

Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

no changes or disagreements with our accountants on accounting and financial disclosure.

Subsequent to December 31, 2025 and through the date that these financials

were made available, the Company had no subsequent events.

Changes In and Disagreements with Accountants

on Accounting and Financial Disclosure

There were no changes or disagreements with our accountants on accounting

and financial disclosure.

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 8. Financial Statements and Supplementary Data