Item 2. Management’s Discussion and Analysis
Item 2. Management’s Discussion and
Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
Certain statements, other than purely historical
information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results,
and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,”
“anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,”
“will,” “would,” “will be,” “will continue,” “will likely result,” and similar
expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained
in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor
provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which
may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect
of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future
prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability
of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered
in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update
or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information
concerning our business, including additional factors that could materially affect our financial results, is included herein and in our
other filings with the SEC.
Overview
IQSTEL Inc. (the Company when making reference to
consolidated company) is a technology company with operations in 20 countries (Argentina, Armenia, Austria, Canada, Colombia, Germany,
Greece, Guatemala, India, Italy, Pakistan, Romania, Serbia, Spain, Switzerland, Turkey, UAE, UK, USA and Venezuela) and over 100 employees
that offers leading-edge services through its subsidiaries in the telecommunications, fintech, and AI-enhanced industries. Our global
presence includes offices in USA, Argentina, UK, Switzerland, Turkey, and Dubai, and we target diverse and high-growth markets. We maintain
more than 603 high value network interconnections around the world, delivering international voice, SMS, and connectivity services that
form the core of our business. Our strategy focuses on leveraging synergies among our subsidiaries to drive innovation, operational efficiency,
and growth through organic development and strategic acquisitions.
Our Telecom Division, which represents the majority
of current operations and accounted for 87% of our revenues for the three months ended March 31, 2026, offers Voice over Internet Protocol
(VoIP), SMS, proprietary Internet of Things (IoT) solutions, and international fiber-optic connectivity through its subsidiaries: Etelix
(www.etelix.com), SwissLink Carrier (www.swisslink-carrier.com), Smartbiz Telecom (www.smartbiztel.com), Whisl Telecom (www.whisl.com),
IoT Labs (www.iotlabs.mx), QGlobal SMS (www.qglobalsms.com), and QXTEL Limited (www.qxtel.com).
Also under the Telecom Division, our developing Blockchain
Platform Business Line offers our proprietary Mobile Number Portability Application (MNPA) through our subsidiary, itsBchain (www.itsbchain.com).
The Company’s developing Fintech Business Line
offers a complete Fintech ecosystem including a MasterCard Debit Card, US Bank Account (No SSN Needed), and a Mobile App/Wallet for remittances
and mobile top-up services. Our Fintech subsidiary, Global Money One Inc., aims to provide immigrants access to reliable financial services
that makes it easier to manage their money and stay connected with their families back home. Additionally, GlobeTopper LLC (www.globetopper.com),
our most recent acquisition, supports expansion and integration of our business divisions through its B2B digital gift card and incentives
platform, which represented 13% of our revenues for the three months ended March 31, 2026.
Our Artificial Intelligence (AI) division, Reality
Border (www.realityborder.com), initially developed an AI-enhanced immersive digital experience platform. Building on that early development
work—including conversational interfaces, multilingual models, and AI-driven workflows—Reality Border now develops practical
AI software solutions for enterprise and telecommunications applications.
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Reality Border currently serves as IQSTEL’s AI innovation and product development platform. Its activities include AI agents and
related software solutions designed for web, voice, and contact center environments, as well as integration with telecommunications infrastructure,
business systems, and security layers. The Company’s AI strategy includes solutions such as Airweb.ai for AI-powered customer engagement
across web and phone channels, IQ2Call.ai for AI-enabled call center and customer care applications, and IQCortex.ai for broader AI platform
capabilities and enterprise use cases.
Reality Border’s current development efforts include software functionality, workflow orchestration, multilingual interaction, system
integration, and operational deployment models intended for business use. Reality Border’s earlier immersive platform work contributed
to capabilities that are now being applied in its AI products; however, the current business emphasis is on AI solutions for enterprise
and telecommunications operations rather than metaverse-based environments.
The information contained on our websites is not incorporated
by reference into this quarterly report and should not be considered part of this or any other report filed with the SEC.
Methods of Valuation
We use supplemental measures of our performance which
are derived from our consolidated financial information but are not presented in our consolidated financial statements prepared in accordance
with GAAP. These non-GAAP financial measures include: Adjusted EBITDA and gross revenue.
The Company derives these financial calculations on
the basis of methodologies other than GAAP, primarily by excluding from a comparable GAAP measure certain items the Company does not consider
to be representative of its actual operating performance. These financial calculations are “non-GAAP financial measures” as
defined under the SEC rules. The Company uses these non-GAAP financial measures in operating its business because management believes
they are less susceptible to variances in actual operating performance that can result from the excluded items, other infrequent charges
and currency fluctuations. The Company presents these financial measures to investors because management believes they are useful to investors
in evaluating the primary factors that drive the Company’s core operating performance and provide greater transparency into the
Company’s results of operations. However, items that are excluded and other adjustments and assumptions that are made in calculating
these non-GAAP financial measures are significant components in understanding and assessing the Company’s financial performance.
These non-GAAP financial measures should be evaluated in conjunction with, and are not a substitute for, the Company’s GAAP financial
measures. Further, because these non-GAAP financial measures are not determined in accordance with GAAP, and are thus susceptible to varying
calculations, the non-GAAP financial measures, as presented, may not be comparable to other similarly-titled measures of other companies.
Adjusted EBITDA is not a recognized accounting measurement
under GAAP; it should not be considered as an alternative to net income, as a measure of operating results, or as an alternative to cash
flow as a measure of liquidity. It is presented here not as an alternative to net income, but rather as a measure of the Company's operating
performance. Adjusted EBITDA excludes, in addition to non-operational expenses like interest expenses, taxes, depreciation and amortization,
items that we believe are not indicative of our operating performance, such as:
• Change in Fair Value of Derivative Liabilities: These adjustments reflect unrealized gains or losses that are non-operational and subject
to market volatility.
•
Loss on Settlement of Debt: This represents non-recurring expenses associated with specific financing activities and does not impact
ongoing business operations.
•
Stock-Based Compensation: As a non-cash expense, this
adjustment eliminates variability caused by equity-based incentives.
The Company believes Adjusted EBITDA offers a clearer
view of the cash-generating potential of its business, excluding non-recurring, non-cash, and non-operational impacts. Management believes
that Adjusted EBITDA is useful in evaluating the Company's operating performance compared to that of other companies in its industry because
the calculation of Adjusted EBITDA generally eliminates the effects of financing, income taxes, non-cash and certain other items that
may vary for different companies for reasons unrelated to overall operating performance and also believes this information is useful to
investors.
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Gross revenue, which equals revenue before intercompany
eliminations, represents a key performance metric that management uses to measure the aggregate scale and commercial activity of the Company’s
operating segments prior to consolidation adjustments. Gross Revenue is particularly useful in evaluating:
Total transactional volume
Growth trends across business units
Underlying demand and commercial activity independent
of consolidation structure
Gross Revenue is a non-GAAP measure and should be
evaluated together with the Company’s GAAP revenue, which includes the effect of intercompany eliminations required under consolidation
accounting.
Non-GAAP financial measures have inherent limitations
and should not be considered superior to, or a substitute for, GAAP results. The Company provides reconciliations of each non-GAAP financial
measure to the most directly comparable GAAP measure in the accompanying tables. Management believes these reconciliations provide investors
with transparency into the adjustments made and enhance the overall understanding of the Company’s operating performance.
Results of Operations
Revenues
Our total revenue reported for the three months ended
March 31, 2026 was $97,919,836, compared with $57,632,816 for the three months ended March 31, 2025. These numbers reflect an increase
of 70% year over year on our consolidated revenues.
When looking at the numbers by subsidiary, we have
the following breakout for the three months ended March 31, 2026 compared to the three months ended March 31, 2025:
Revenue for the Three Months Ended March 31,
Subsidiary
2026
2025
IQSTEL Inc
$ —
$ —
Etelix.com USA, LLC
20,436,467
8,720,701
SwissLink Carrier AG
989,033
1,349,162
QGlobal LLC
374,342
660,926
IoT Labs LLC
28,785,144
24,904,457
Smartbiz Telecom
4,591,779
3,478,939
Whisl Telecom
1,218,644
772,775
QXTEL Limited
29,223,827
31,154,997
GlobeTopper LLC
12,993,408
—
$ 98,612,644
$ 71,041,957
Intercompany eliminations
(692,808 )
(13,409,141 )
$ 97,919,836
$ 57,632,816
The continued growth of our revenue is the result
of the development of our business strategy, which includes the strengthening of our commercial and operating activities and expanding
the synergies among our subsidiaries, particularly those engaged in VOIP Telecom services, due to a higher volume of intercompany transactions.
The increase also includes the contribution from a newly acquired subsidiary, GlobeTopper LLC, which closed on July 1, 2025.
A significant reduction in intercompany transactions
is also observed for the quarter ended March 31, 2026 compared to the quarter ended March 31, 2025, which did not impact the overall position.
This reflects the joint efforts of the companies to strengthen their position with third parties through new commercial agreements.
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The organic growth during the three months ended March
31, 2026 was 87% of the total revenue for those periods. This reflects the solid foundation of our revenue and the growth capacity the
Company has with its current operations. We consider organic growth the revenues reported by our existing subsidiaries once fully integrated
to our operations. These subsidiaries include Etelix, SwissLink, QGlobal, IoT Labs, Smartbiz, Whisl, QXTEL.
GlobeTopper, acquired on July 1st, 2025 represented
the rest of the increment increase, showing the potential this subsidiary has of creating value to the organization.
Cost of Revenues
Our total cost of revenues for the three months ended
March 31, 2026 increased to $95,839,138, compared with $55,697,858 for the three months ended March 31, 2025.
When looking at the numbers by subsidiary,
we have the following breakout for the three months ended March 31, 2026 compared to the three months ended March 31, 2025:
Cost of Revenue for the Three Months Ended March 31,
Subsidiary
2026
2025
IQSTEL Inc
$ —
$ —
Etelix.com USA, LLC
20,213,681
8,574,584
SwissLink Carrier AG
697,009
1,080,854
QGlobal LLC
290,228
476,330
IoT Labs LLC
28,693,128
24,809,932
Smartbiz Telecom
4,349,376
3,246,341
Whisl Telecom
1,056,679
581,128
QXTEL Limited
28,351,638
30,325,933
GlobeTopper LLC
12,734,958
—
$ 96,386,697
$ 69,095,102
Intercompany eliminations
(547,559 )
(13,397,244 )
$ 95,839,138
$ 55,697,858
Our cost of revenue consists of direct charges from
vendors that the Company incurs to deliver services to its customers. These costs primarily consist of usage charges for calls and SMS
terminated in vendor’s network, as well as the costs of the digital prepaid products related to Fintech (Globetopper) operations.
The behavior in the costs shows a logical correlation
with the behavior of the revenue commented above, as each additional unit sold (minutes and SMS) has its corresponding termination cost.
A similar pattern is observed in the virtual gift-card business, where each incremental digital prepaid product delivered to customers
includes the associated wholesale acquisition cost payable to the issuing partner. As a result, cost of revenue moves directionally in
line with transactional volume across both business lines, reflecting the variable-cost nature of these operations.
The inclusion of GlobeTopper in the consolidation
process, along with the traffic volumes by QXTEL, Etelix and Swisslink, and the reorganizing of the portfolio among subsidiaries, reflects
the synergies derived from the commercial and operational integration of all group companies.
This quarter, compared to 2025, reflects the positive
impact of the portfolio restructuring. While intercompany transactions decreased, traffic shifted toward third parties, strengthening
external relationships. This transition helped maintain growth and is expected to continue supporting revenue and margins going forward.
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Gross Margin
Our gross margin, which is simply the difference
between our revenues and our cost of sales, discussed above, was $2,080,698 for the three months ended March 31, 2026 compared to $1,934,958
for the three months ended March 31, 2025. This represents an increase of 8% in the gross margin year over year.
Gross Margin % for the Three Months Ended March 31,
Subsidiary
2026
2025
IQSTEL Inc
—
—
Etelix.com USA, LLC
1.09 %
1.68 %
SwissLink Carrier AG
29.53 %
19.89 %
QGlobal LLC
22.47 %
27.93 %
IoT Labs LLC
0.32 %
0.38 %
Smartbiz Telecom
5.28 %
6.69 %
Whisl Telecom
13.29 %
24.80 %
QXTEL Limited
2.98 %
2.66 %
GlobeTopper LLC
1.99 %
—
Operating Expenses
Operating expenses increased to $3,038,707 for the
three months ended March 31, 2026 from $2,539,184 for the three months ended March 31, 2025. The detail by major category is reflected
in the table below.
Operating Expenses for the Three Months Ended
March 31,
Category
2026
2025
Salaries, Wages and Benefits
$ 933,119
$ 955,159
Technology
552,788
425,593
Professional Fees
325,967
309,049
Legal & Regulatory
110,859
166,438
Travel & Events
115,689
89,050
Public Cost
60,293
66,559
Advertising
267,092
218,880
Bank Services and Fees
62,069
21,441
Depreciation and Amortization
172,646
126,995
Office, Facility and Other
384,729
126,302
Insurances
34,172
903
Bad debt expense
14,364
—
$ 3,033,787
$ 2,506,369
Stock-based compensation
4,920
32,815
$ 3,038,707
$ 2,539,184
The most significant differences are: (1) the increase
in technology expenses related to the deployment and upgrade of the Switching platform to allocate all subsidiaries, which will result
in tremendous cost reduction once all companies are migrated to the new platform; (2) the increases in other items such as technology;
depreciation and amortization; and office, facility and other are largely the result of the addition of QXTEL and GlobeTopper to our consolidated
financial statements.
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When looking at the numbers by subsidiary, we have the following breakout
for the three months ended March 31, 2026 compared to the three months ended March 31, 2025:
Operating Expenses for the Three Months Ended
March 31,
Subsidiary
2026
2025
IQSTEL Inc
$ 1,007,360
$ 749,131
Etelix.com USA, LLC
112,521
119,377
SwissLink Carrier AG
271,214
185,820
Itsbchain
329
1,190
QGlobal LLC
92,879
112,299
IoT Labs LLC
61,628
68,826
Global Money One
293
243
Smartbiz Telecom
256,907
361,296
Whisl Telecom
118,559
98,418
QXTEL Limited
872,939
740,514
GlobeTopper LLC
269,013
—
$ 3,063,642
$ 2,437,114
Intercompany eliminations
(24,935 )
102,070
$ 3,038,707
$ 2,539,184
The largest portion of the increase comes from IQSTEL,
which is currently bearing most of the technology-related expenses, and from QXTEL, which since its incorporation has maintained a higher
cost structure compared to the other subsidiaries, although it has remained consistent over time. Additionally, starting July 1, 2025,
Globetopper’s expenses were incorporated, which were not included in previous periods.
We are continually identifying operational synergies
among all of our subsidiaries to be more cost efficient.
Operating Income
The Company showed negative Operating Income for the
three months ended March 31, 2026 of $958,009 compared with $604,226 for the three months ended March 31, 2025. These results reflect
an overall rise in operating expenses, largely associated with ongoing investments in development and growth initiatives.
Our Telecom Division, currently the primary source
of revenue for the Company, shows continued progress, as evidenced by the increase in revenue and gross profit. However, it reported a
negative operating income for the three months ended March 30, 2026, mainly driven by the increase in general and administrative expenses.
This contrasts with the period ended March 31, 2025, which showed a positive operating income. The Fintech Division also reflects its
current position following the inclusion of Globetopper.
In addition, our pre-revenue companies continue to
operate with minimal expenses, focused solely on completing product and service development prior to market launch.
Other Expenses/Other Income
We had total other expenses of $412,424 for the three
months ended March 31, 2026, as compared with other expenses of $519,660 for the same period ended 2025. The other expenses are largely
due to $350,998 and $531,726 of Interest Expense for the three months ended March 31, 2026 and 2025, respectively. A significant portion
of the 2026 interest expense was associated with the financing for the acquisition of Globetopper, which allowed us to drive the organic
growth of the Company.
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Net Loss
We finished the three months ended March 31, 2026
with a net loss of $1,385,936, as compared to a loss of $1,144,461 during the three months ended March 31, 2025. The 2026 net loss is
highly impacted by interest expense incurred in the acquisition of Globetopper; however, the increase in the Company's value and the beneficial
effects of this acquisition could be observed in the $829,064 of gross profit added to our operations for the three months ended March
31, 2026, which represents 43% of the total consolidated gross profit.
The net results of the periods reported are highly
impacted by the expenses in the holding entity (IQSTEL), which has a high component of interest and other financial expenses related to
the funds borrowed for the acquisition of QXTEL Limited and GlobeTopper LLC.
As previously stated, our strategy remains focused
on strengthening the telecommunications segment as the main growth engine to support the development and expansion of new business lines,
including our Fintech Division with the inclusion of Globetopper, which we expect to contribute positively to future performance and enhance
our market positioning.
In evaluating our financial performance,
we utilize Adjusted EBITDA as a supplemental measure to provide insights into the profitability of our core operations. (Please see Adjusted
EBITDA, which is reconciled to the Net Income in the table below.) Adjusted EBITDA excludes, in addition to non-operational expenses like
interest expenses, taxes, depreciation and amortization, items that we believe are not indicative of our operating performance, such as:
- FX Gains and Losses.
- Stock-Based Compensation: As a non-cash
expense, this adjustment eliminates variability caused by equity-based incentives.
- Other non-recurrent expenses: Adjusted
EBITDA removes one-time, irregular, or non-recurring expenses to reflect the company's sustainable earnings.
We believe Adjusted EBITDA offers a clearer
view of the cash-generating potential of our business, excluding non-recurring, non-cash, and non-operational impacts.
Based on the analysis of our Adjusted EBITDA,
our Telecom Division is a high-performing division that generates strong operational profits.
Consolidated figures show a slightly negative
Adjusted EBITDA; while this isn’t ideal, in our opinion it implies the Company is close to breaking even and might achieve positive
Adjusted EBITDA with small improvements in efficiency or revenue growth. We are in a transitional period, scaling operations and investing
heavily in growth initiatives with the execution of our M&A plan. Management has also identified areas for cost-cutting and operational
improvements and has acted in that direction.
Telecom
Division
Fintech
Division
Pre-revenue
companies
IQSTEL
Consolidated
Three
Months Ended March 31, 2026
Three
Months Ended March 31, 2025
Three
Months Ended March 31, 2026
Three
Months Ended March 31, 2025
Three
Months Ended March 31, 2026
Three
Months Ended March 31, 2025
Three
Months Ended March 31, 2026
Three
Months Ended March 31, 2025
Three
Months Ended March 31, 2026
Three
Months Ended March 31, 2025
Revenues
84,926,428
57,632,816
12,993,408
—
—
—
—
—
97,919,836
57,632,816
Cost of
revenue
83,104,180
55,697,858
12,734,958
—
—
—
—
—
95,839,138
55,697,858
Gross profit
1,822,248
1,934,958
258,450
—
—
—
—
—
2,080,698
1,934,958
Operating
expenses
General
and administration
1,761,712
1,668,305
269,013
—
622
1,433
1,007,360
869,446
3,038,707
2,539,184
Total Operating
Expenses
1,761,712
1,668,305
269,013
—
622
1,433
1,007,360
869,446
3,038,707
2,539,184
Operating income/(loss)
60,536
266,653
(10,563 )
—
(622 )
(1,433 )
(1,007,360 )
(869,446 )
(958,009 )
(604,226 )
Other
income (expense)
(62,727 )
1,210
(96 )
—
—
(349,601 )
(520,870 )
(412,424 )
(519,660 )
Net income
(loss) before income taxes
(2,191 )
267,863
(10,659 )
—
(622 )
(1,433 )
(1,356,961 )
(1,390,316 )
(1,370,433 )
(1,123,886 )
Income
taxes
(15,503 )
(20,575 )
—
—
—
(15,503 )
(20,575 )
Net
income (loss)
(17,694 )
247,288
(10,659 )
—
(622 )
(1,433 )
(1,356,961 )
(1,390,316 )
(1,385,936 )
(1,144,461 )
Depreciation
and Amortization
166,335
126,995
6,311
—
—
—
—
—
172,646
126,995
Interest
expense
1,594
10,852
121
—
—
—
257,342
520,869
259,057
531,721
FX Gains/Losses
18,696
31,939
18
—
—
—
—
(401 )
18,714
31,538
Stock-based
compensation
—
—
—
—
—
—
4,920
32,815
4,920
32,815
Other non
recurrent
—
150,984
—
—
—
—
—
—
—
150,984
Taxes
15,503
25,548
—
—
—
—
—
—
15,503
25,548
Adjusted
EBITDA
184,434
593,606
(4,209 )
—
(622 )
(1,433 )
(1,094,699 )
(837,033 )
(915,096 )
(244,860 )
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Liquidity and Capital Resources
As of March 31, 2026, we had total current assets
of $29,726,482 and current liabilities of $30,028,395, resulting in a negative working capital of $301,913.
Our operating activities used $175,447 in the
three months ended March 31, 2026 as compared with $1,906,969 used in operating activities in the three months ended March 31, 2025. Our
negative operating cash flow for both periods is a result of our net loss and changes in operating assets and liabilities which varies
depending on our operating results and the timing of operating cash receipts and payments, specifically trade accounts receivable and
trade accounts payable. This is due to substantial non-cash adjustments and working capital changes:
-
Depreciation and amortization increased, reflecting higher non-cash expenses.
-
Bad debt expense remained low, indicating stable receivables quality.
-
Accounts receivable: Large positive adjustment ($6.3M in 2026 vs. $45.9M in 2025), suggesting strong
collections and reduced sales on credit.
-
Accounts payable and accrued liabilities: Large negative adjustments, especially accrued liabilities,
indicating significant payments during the period.
The Company’s operating cash flow is still
negative, but the gap between net loss and cash used is bridged by non-cash charges and working capital management.
Investing activities used $8,400 for the three
months ended March 31, 2026, compared to $58,645 in the same period of 2025. The higher outflows in 2025 were mainly driven by the acquisition
of QXTEL and Globetopper. The decrease in 2026 reflects lower investment activity compared to the prior period.
Financing activities provided $626,075 in the
current period, compared to $540,304 in the prior period. The increase reflects higher net inflows from financing activities. This change
is mainly due to increased proceeds from financing sources, partially offset by repayments and related outflows. Financing activities
during the period include funding associated with the acquisition of Globetopper, as the Company continues to support its growth and investment
strategy.
The Company is transitioning from an expansion phase
in 2026, marked by the acquisition of Globetopper, to a more consolidated approach during the first nine months of 2026, with a greater
focus on cash preservation, working capital management, and non-cash financing tools. The Company’s debt repayments reflect a maturing
capital structure. At the same time, the expansion of Globetopper during the year ended December 31, 2025 demonstrates the Company’s
continued commitment to strengthening and scaling its other business divisions.
These conditions, including our recurring losses from
operations, negative working capital, and negative operating cash flows, raise substantial doubt about the Company’s ability to
continue as a going concern. See Note 3 to the consolidated financial statements for additional discussion.
We intend to fund our operations through increased
sales, as well as debt and/or equity financing arrangements, to support liquidity and capital resources. We also plan to seek additional
funding through public and private equity offerings. However, there can be no assurance that we will be successful in raising additional
capital. If we are unable to secure such funding, our business plan and operations could be adversely affected. Additionally, there can
be no assurance that such financing will be available on acceptable terms, or at all.
Inflation
Although our operations are influenced by general
economic conditions, we do not believe that inflation had a material effect on our results of operations during the three-month period
ended March 31, 2026.
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Critical Accounting Polices
A “critical
accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires
management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of
matters that are inherently uncertain.
Our
accounting policies are discussed in detail in the footnotes to our financial statements included in this Quarterly Report on Form 10-Q
for the three months ended March 31, 2026; however, we consider our critical accounting policies to be those related to the allowance
for doubtful accounts, valuation of assets, significant estimates in the valuation of financial instruments and income taxes. Management
bases its estimates and judgments on historical experience and other factors that are believed to be reasonable under the circumstances.
Actual results may differ from these estimates under different assumptions or conditions. See the Consolidated Financial Statements in
this Quarterly Report for a complete discussion of our significant accounting policies.
Off Balance Sheet Arrangements
As of March 31, 2026, there were no off-balance sheet
arrangements.
Recent Accounting Pronouncements
We do not expect the adoption of recently issued accounting
pronouncements to have a significant impact on our results of operation, financial position, or cash flow.
Item 3. Quantitative and Qualitative Disclosures
About Market Risk
We are a smaller reporting company and are not required
to provide the information under this item pursuant to Regulation S-K.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.