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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

| ☒ | Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|  | For the quarterly period ended March 31, 2025
| ☐ | Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
|  | For the transition period from __________ to__________
|  | Commission File Number: 001-42644

IQSTEL Inc.

(Exact name of registrant as specified in its charter)

Nevada | 45-2808620
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.)
300 Aragon Avenue, Suite 375 Coral Gables, FL 33134
(Address of principal executive offices)
(954) 951-8191
(Registrant’s telephone number)
_______________________________________________________
(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

[X] Yes [ ] No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). [X] Yes [ ] No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

| ☐ Large accelerated filer | ☐ Accelerated filer
| ☒ Non-accelerated Filer | ☒ Smaller reporting company
|  | ☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

[ ] Yes [X] No

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 2,898,896 common shares as of May 15, 2025

| 1 |

Table of Contents

TABLE OF CONTENTS
|  | Page
PART I – FINANCIAL INFORMATION
Item 1: | Financial Statements | 3
Item 2: | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 4
Item 3: | Quantitative and Qualitative Disclosures About Market Risk | 11
Item 4: | Controls and Procedures | 11
PART II – OTHER INFORMATION
Item 1: | Legal Proceedings | 12
Item 1A: | Risk Factors | 12
Item 2: | Unregistered Sales of Equity Securities and Use of Proceeds | 12
Item 3: | Defaults Upon Senior Securities | 12
Item 4: | Mine Safety Disclosures | 12
Item 5: | Other Information | 12
Item 6: | Exhibits | 12

| 2 |

Table of Contents

Item 1. Financial Statements

Our unaudited consolidated financial statements included in this Form 10-Q are as follows:

| F-1 | Consolidated Balance Sheets as of March 31, 2025 (unaudited) and December 31, 2024;
| F-2 | Consolidated Statements of Operations for the three months ended March 31, 2025 and 2024 (unaudited);
| F-3 | Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024 (unaudited); and
| F-4 | Consolidated Statements of Stockholder’s Equity for the three months ended March 31, 2025 and 2024 (unaudited); and
| F-5 | Notes to Consolidated Financial Statements (unaudited).

These interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended March 31, 2025 are not necessarily indicative of the results that can be expected for the full year.

| 3 |

Table of Contents

IQSTEL INC

Consolidated Balance Sheets

(Unaudited)

|  | March 31, |  | December 31,
|  | 2025 |  | 2024
ASSETS |  |  |  |
Current Assets |  |  |  |  |  |  |  |
Cash |  | $ | 1,085,046 |  |  | $ | 2,510,357 |
Accounts receivable, net |  |  | 21,964,399 |  |  |  | 57,158,967 |
Inventory, net |  |  | 30,658 |  |  |  | 30,658 |
Due from related parties |  |  | 638,177 |  |  |  | 630,715 |
Prepaid and other current assets |  |  | 2,325,519 |  |  |  | 2,684,349 |
Total Current Assets |  |  | 26,043,799 |  |  |  | 63,015,046 |
Property and equipment, net |  |  | 604,303 |  |  |  | 561,802 |
Intangible assets, net |  |  | 7,318,341 |  |  |  | 7,438,654 |
Goodwill |  |  | 6,750,045 |  |  |  | 6,750,045 |
Deferred tax assets |  |  | 243,108 |  |  |  | 243,108 |
Other assets |  |  | 1,060,769 |  |  |  | 999,083 |
TOTAL ASSETS |  | $ | 42,020,365 |  |  | $ | 79,007,738 |
LIABILITIES AND STOCKHOLDERS' EQUITY |  |  |  |  |  |  |  |
Current Liabilities |  |  |  |  |  |  |  |
Accounts payable |  | $ | 8,840,686 |  |  | $ | 2,129,241 |
Accrued and other current liabilities |  |  | 12,378,975 |  |  |  | 55,624,784 |
Due to related parties |  |  | 26,613 |  |  |  | 26,613 |
Loans payable - net of discount of $75,271 and $62,898, respectively |  |  | 3,537,307 |  |  |  | 2,455,641 |
Loans payable - related parties |  |  | 548,659 |  |  |  | 720,485 |
Convertible notes - net of discount of $324,641 and $138,654, respectively |  |  | 4,947,401 |  |  |  | 1,864,432 |
Contingent liability for acquisition of subsidiary |  |  | — |  |  |  | 1,000,000 |
Total Current Liabilities |  |  | 30,279,641 |  |  |  | 63,821,196 |
Convertible notes - net of discount of $0 and $210,296, respectively |  |  | — |  |  |  | 3,011,926 |
Employee benefits, non-current |  |  | 184,918 |  |  |  | 274,353 |
TOTAL LIABILITIES |  |  | 30,464,559 |  |  |  | 67,107,475 |
Stockholders' Equity |  |  |  |  |  |  |  |
Preferred stock: 1,200,000 authorized; $0.001 par value |  |  |  |  |  |  |  |
Series A Preferred stock: 10,000 designated; $0.001 par value, 10,000 shares issued and outstanding |  |  | 10 |  |  |  | 10 |
Series B Preferred stock: 200,000 designated; $0.001 par value, 35,537 shares issued and outstanding |  |  | 36 |  |  |  | 36 |
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 |  |  | — |  |  |  | — |
Common stock: 3,750,000 authorized; $0.001 par value; 2,637,628 and 2,537,209 shares issued and outstanding, respectively |  |  | 2,638 |  |  |  | 2,537 |
Additional paid in capital |  |  | 40,812,472 |  |  |  | 39,943,924 |
Accumulated deficit |  |  | (33,930,013 | ) |  |  | (32,703,410 | )
Accumulated other comprehensive loss |  |  | (25,340 | ) |  |  | (25,340 | )
Equity attributed to stockholders of IQSTEL Inc. |  |  | 6,859,803 |  |  |  | 7,217,757 |
Equity attributable to noncontrolling interests |  |  | 4,696,003 |  |  |  | 4,682,506 |
TOTAL STOCKHOLDERS' EQUITY |  |  | 11,555,806 |  |  |  | 11,900,263 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |  | $ | 42,020,365 |  |  | $ | 79,007,738 |

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

| F-1 |

Table of Contents

IQSTEL INC

Consolidated Statements of Operations

(Unaudited)

|  | Three Months Ended
|  | March 31,
|  | 2025 |  | 2024
Revenues |  | $ | 57,632,816 |  |  | $ | 51,414,878 |
Cost of revenue |  |  | 55,697,858 |  |  |  | 50,035,852 |
Gross profit |  |  | 1,934,958 |  |  |  | 1,379,026 |
Operating expenses |  |  |  |  |  |  |  |
General and administration |  |  | 2,539,184 |  |  |  | 1,562,478 |
Total operating expenses |  |  | 2,539,184 |  |  |  | 1,562,478 |
Operating loss |  |  | (604,226 | ) |  |  | (183,452 | )
Other income (expense) |  |  |  |  |  |  |  |
Other income |  |  | 23,228 |  |  |  | 71,777 |
Other expenses |  |  | (11,162 | ) |  |  | (407 | )
Interest expense |  |  | (531,726 | ) |  |  | (365,474 | )
Loss on settlement of debt |  |  | — |  |  |  | (102,660 | )
Total other expense |  |  | (519,660 | ) |  |  | (396,764 | )
Net loss before provision for income taxes |  |  | (1,123,886 | ) |  |  | (580,216 | )
Income taxes |  |  | (20,575 | ) |  |  | — |
Net loss |  |  | (1,144,461 | ) |  |  | (580,216 | )
Less: Net income attributable to noncontrolling interests |  |  | 13,497 |  |  |  | 229,551 |
Net loss attributed to IQSTEL Inc. |  | $ | (1,157,958 | ) |  | $ | (809,767 | )
Comprehensive loss |  |  |  |  |  |  |  |
Net loss |  | $ | (1,144,461 | ) |  | $ | (580,216 | )
Total loss |  | $ | (1,144,461 | ) |  | $ | (580,216 | )
Less: Comprehensive income attributable to noncontrolling interests |  |  | 13,497 |  |  |  | 229,551 |
Net comprehensive loss attributed to IQSTEL Inc. |  | $ | (1,157,958 | ) |  | $ | (809,767 | )
Basic and diluted loss per common share |  | $ | (0.44 | ) |  | $ | (0.37 | )
Weighted average number of common shares outstanding - Basic and diluted |  |  | 2,629,867 |  |  |  | 2,189,412 |

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

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IQSTEL INC

Consolidated Statements of Changes in Stockholders’ Equity (Deficit)

For the three months ended March 31, 2025 and 2024

(Unaudited)

|  | Series A Preferred Stock |  | Series B Preferred Stock |  | Common Stock |  |  |  |  |  |  |  |  |  |  |  |
|  | Shares |  | Amount |  | Shares |  | Amount |  | Shares |  | Amount |  | Additional Paid in Capital |  | Accumulated Deficit |  | Accumulated Comprehensive Loss |  | Total |  | Non Controlling Interest |  | Total Stockholders' Equity
Balance - December 31, 2024 |  |  | 10,000 |  |  | $ | 10 |  |  |  | 35,537 |  |  | $ | 36 |  |  |  | 2,537,209 |  |  | $ | 2,537 |  |  | $ | 39,943,924 |  |  | $ | (32,703,410 | ) |  | $ | (25,340 | ) |  | $ | 7,217,757 |  |  | $ | 4,682,506 |  |  | $ | 11,900,263
Common stock issued for compensation |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 1,875 |  |  |  | 2 |  |  |  | 32,813 |  |  |  | — |  |  |  | — |  |  |  | 32,815 |  |  |  | — |  |  |  | 32,815
Common stock issued for conversion of debt |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 94,981 |  |  |  | 95 |  |  |  | 835,739 |  |  |  | — |  |  |  | — |  |  |  | 835,834 |  |  |  | — |  |  |  | 835,834
Common stock issued for common stock payable |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 3,563 |  |  |  | 4 |  |  |  | (4 | ) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | —
Dividend to non-controlling interest |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (68,645 | ) |  |  | — |  |  |  | (68,645 | ) |  |  | — |  |  |  | (68,645)
Net income (loss) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (1,157,958 | ) |  |  | — |  |  |  | (1,157,958 | ) |  |  | 13,497 |  |  |  | (1,144,461)
Balance - March 31, 2025 |  |  | 10,000 |  |  | $ | 10 |  |  |  | 35,537 |  |  | $ | 36 |  |  |  | 2,637,628 |  |  | $ | 2,638 |  |  | $ | 40,812,472 |  |  | $ | (33,930,013 | ) |  | $ | (25,340 | ) |  | $ | 6,859,803 |  |  | $ | 4,696,003 |  |  | $ | 11,555,806

|  | Series A Preferred Stock |  | Series B Preferred Stock |  | Common Stock |  |  |  |  |  |  |  |  |  |  |  |
|  | Shares |  | Amount |  | Shares |  | Amount |  | Shares |  | Amount |  | Additional Paid in Capital |  | Accumulated Deficit |  | Accumulated Comprehensive Loss |  | Total |  | Non Controlling Interest |  | Total Stockholders' Equity
Balance - December 31, 2023 |  |  | 10,000 |  |  | $ | 10 |  |  |  | 31,080 |  |  | $ | 31 |  |  |  | 2,151,620 |  |  | $ | 2,152 |  |  | $ | 34,530,862 |  |  | $ | (26,084,133 | ) |  | $ | (25,340 | ) |  | $ | 8,423,582 |  |  | $ | (377,710 | ) |  | $ | 8,045,872
Common stock issued for compensation |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 1,875 |  |  |  | 2 |  |  |  | 31,063 |  |  |  | — |  |  |  | — |  |  |  | 31,063 |  |  |  | — |  |  |  | 31,065
Common stock issued for settlement of debt |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 22,125 |  |  |  | 22 |  |  |  | 279,638 |  |  |  | — |  |  |  | — |  |  |  | 279,638 |  |  |  | — |  |  |  | 279,660
Common stock issued in conjunction with convertible notes |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 44,192 |  |  |  | 44 |  |  |  | 597,733 |  |  |  | — |  |  |  | — |  |  |  | 597,733 |  |  |  | — |  |  |  | 597,777
Net income (loss) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (809,767 | ) |  |  | — |  |  |  | (809,767 | ) |  |  | 229,551 |  |  |  | (580,216)
Balance - March 31, 2024 |  |  | 10,000 |  |  | $ | 10 |  |  |  | 31,080 |  |  | $ | 31 |  |  |  | 2,219,812 |  |  | $ | 2,220 |  |  | $ | 35,439,296 |  |  | $ | (26,893,900 | ) |  | $ | (25,340 | ) |  | $ | 8,522,317 |  |  | $ | (148,159 | ) |  | $ | 8,374,158

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

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IQSTEL INC

Consolidated Statements of Cash Flows

(Unaudited)

|  | Three Months Ended
|  | March 31,
|  | 2025 |  | 2024
CASH FLOWS FROM OPERATING ACTIVITIES: |  |  |  |  |  |  |  |
Net loss |  | $ | (1,144,461 | ) |  | $ | (580,216 | )
Adjustments to reconcile net loss to net cash used in operating activities: |  |  |  |  |  |  |  |
Stock based compensation |  |  | 32,815 |  |  |  | 31,065 |
Bad debt expense |  |  | — |  |  |  | 725 |
Depreciation and amortization |  |  | 126,995 |  |  |  | 35,161 |
Amortization of debt discount |  |  | 186,230 |  |  |  | 207,742 |
Loss on settlement of debt |  |  | — |  |  |  | 102,660 |
Changes in operating assets and liabilities: |  |  |  |  |  |  |  |
Accounts receivable |  |  | 45,924,000 |  |  |  | 2,743,089 |
Inventory |  |  | — |  |  |  | 185 |
Prepaid and other assets |  |  | (1,391,098 | ) |  |  | (552,204 | )
Accounts payable |  |  | 690,057 |  |  |  | (556,055 | )
Accrued and other current liabilities |  |  | (46,331,507 | ) |  |  | (1,969,040 | )
Net cash used in operating activities |  |  | (1,906,969 | ) |  |  | (536,888 | )
CASH FLOWS FROM INVESTING ACTIVITIES: |  |  |  |  |  |  |  |
Deposit for acquisitions of subsidiary |  |  | — |  |  |  | (1,500,000 | )
Purchase of property and equipment |  |  | (49,183 | ) |  |  | (71,662 | )
Payment of loan receivable - related party |  |  | (9,462 | ) |  |  | (51,230 | )
Net cash used in investing activities |  |  | (58,645 | ) |  |  | (1,622,892 | )
CASH FLOWS FROM FINANCING ACTIVITIES: |  |  |  |  |  |  |  |
Proceeds from loans payable |  |  | 495,000 |  |  |  | — |
Repayments of loans payable |  |  | (9,438 | ) |  |  | (8,885 | )
Repayments of note payable issued for acquisition of subsidiary |  |  | (440,000 | ) |  |  | — |
Repayment of loans payable - related parties |  |  | (190,864 | ) |  |  | — |
Proceeds from convertible notes |  |  | 987,500 |  |  |  | 3,722,500 |
Repayment of convertible notes |  |  | (233,249 | ) |  |  | (190,932 | )
Dividend paid to non-controlling interest |  |  | (68,645 | ) |  |  | — |
Net cash provided by financing activities |  |  | 540,303 |  |  |  | 3,522,683 |
Net change in cash |  |  | (1,425,311 | ) |  |  | 1,362,903 |
Cash, beginning of period |  |  | 2,510,357 |  |  |  | 1,362,668 |
Cash, end of period |  | $ | 1,085,046 |  |  | $ | 2,725,571 |
Supplemental cash flow information |  |  |  |  |  |  |  |
Cash paid for interest |  | $ | 280,415 |  |  | $ | 89,578 |
Cash paid for taxes |  | $ | 109,870 |  |  | $ | — |
Non-cash transactions: |  |  |  |  |  |  |  |
Common stock issued for settlement of debt |  | $ | — |  |  | $ | 279,660 |
Common stock issued in connection with convertible notes |  | $ | — |  |  | $ | 597,777 |
Common stock issued for conversion of debt |  | $ | 835,833 |  |  | $ | — |
Note payable issued for acquisition of subsidiary |  | $ | 1,000,000 |  |  | $ | — |

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

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IQSTEL INC

Notes to the Unaudited Consolidated Financial Statements

March 31, 2025

NOTE 1 -ORGANIZATION AND DESCRIPTION OF BUSINESS

Organization and Operations

IQSTEL Inc. (“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, and more recently it changed its name to IQSTEL Inc. on August 7, 2018.

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 four business divisions.

The 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.

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 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.

The 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.

The 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.

NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for annual financial statements.

In the opinion of the Company’s management, the accompanying unaudited interim consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of March 31, 2025 and the results of operations and cash flows for the periods presented. The results of operations for the three months ended March 31, 2025 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 31, 2025.

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Consolidation Policy

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”) and QXTEL LIMITED (“QXTEL”). All significant intercompany balances and transactions have been eliminated in consolidation.

Reverse stock split

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. 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.

Use of Estimates

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

Cash and Cash Equivalents

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. The Company had no cash equivalents at March 31, 2025 and December 31, 2024.

Accounts 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 three months ended March 31, 2025 and 2024, the Company recorded bad debt expense of $0 and $725, respectively.

Net Income (Loss) Per Share of Common Stock

The Company has adopted Accounting Standards Codification 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 convertible notes, and these were excluded from the computation of diluted net loss per share as the result was anti-dilutive for the three months ended March 31, 2025 and 2024.

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Concentrations of Credit Risk

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 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 three months ended March 31, 2025, we had 19 customers representing 86% of our revenue compared to 8 customers representing 86% of our revenue for the three months ended March 31, 2024. This is a significant improvement in the revenue concentration. For the three months ended March 31, 2025 and 2024, 38% and 47% 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.

Financial Instruments

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 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:

Level 1

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

Level 2

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

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; prepaid and other current assets; 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.

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 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.

Revenue Recognition

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.

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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 calls made. 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 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 customer. 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:

| • | 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 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. Under this framework, the Company considers each service a single performance obligation, since typically, the Company provides a series of distinct services.

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

Topic 606 Conceptual Framework | Related Company Policy & Procedures
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. 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.
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 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 obligation | The 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.

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Cost of revenue

Costs 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.

Recent Accounting Pronouncements

In November 2024, the Financial Accounting Standards Board issued Accounting Standards Update (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 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. The Company is currently evaluating the impact of adopting ASU 2024-03.

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 its financial statements.

NOTE 3 - GOING CONCERN

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, 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, lines of credit, options and secured and unsecured 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.

NOTE 4 – PREPAID AND OTHER CURRENT ASSETS

Prepaid and other current assets at March 31, 2025 and December 31, 2024 consisted of the following:

|  | March 31, |  | December 31,
|  | 2025 |  | 2024
Other receivable |  | $ | 98,069 |  |  | $ | 115,685 |
Prepaid expenses |  |  | 1,679,432 |  |  |  | 2,020,288 |
Advance payment |  |  | 21,000 |  |  |  | 21,000 |
Tax receivable |  |  | 40,815 |  |  |  | 42,673 |
Deposit for acquisition of asset |  |  | 357,500 |  |  |  | 356,000 |
Security deposit |  |  | 128,703 |  |  |  | 128,703 |
Total prepaid and other current assets |  | $ | 2,325,519 |  |  | $ | 2,684,349 |

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NOTE 5 – PROPERTY AND EQUIPMENT

Property and equipment at March 31, 2025 and December 31, 2024 consisted of the following:

|  | March 31, |  | December 31,
|  | 2025 |  | 2024
Telecommunication equipment |  | $ | 709,417 |  |  | $ | 709,417 |
Telecommunication software |  |  | 737,001 |  |  |  | 690,742 |
Other equipment |  |  | 158,859 |  |  |  | 155,935 |
Total property and equipment |  |  | 1,605,277 |  |  |  | 1,556,094 |
Accumulated depreciation and amortization |  |  | (1,000,974 | ) |  |  | (994,292 | )
Total property and equipment |  | $ | 604,303 |  |  | $ | 561,802 |

Depreciation expense for the three months ended March 31, 2025 and 2024 amounted to $6,682 and $35,161, respectively.

NOTE 6 – INTANGIBLE ASSETS

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

2025

NOTE 6- INTANGIBLE ASSETS - Schedule of Intangible Assets (Details) |  | Useful life |  | Gross carrying amount |  | Accumulated amortization |  | Net carrying amount
New gas regulator intangible |  | Not yet in service |  | $ | 99,592 |  |  | $ | — |  |  |  | 99,592 |
Interconnection agreements |  | 16 years |  |  | 7,700,000 |  |  |  | (481,251 | ) |  |  | 7,218,749 |
|  |  |  | $ | 7,799,592 |  |  | $ | (481,251 | ) |  | $ | 7,318,341 |

2024

|  | Useful life |  | Gross carrying amount |  | Accumulated amortization |  | Net carrying amount
New gas regulator intangible |  | Not yet in service |  | $ | 99,592 |  |  | $ | — |  |  | $ | 99,592 |
Interconnection agreements |  | 16 years |  |  | 7,700,000 |  |  |  | (360,938 | ) |  |  | 7,339,062 |
|  |  |  | $ | 7,799,592 |  |  | $ | (360,938 | ) |  | $ | 7,438,654 |

Amortization expense for the three months ended March 31, 2025 and 2024 amounted to $120,313 and $0, respectively.

The following table outlines the estimated future amortization expense as of March 31, 2025:

Years ending December 31

2025 (9 months remaining) |  |  | $ | 360,937 |
2026 |  |  |  | 481,250 |
2027 |  |  |  | 481,250 |
2028 |  |  |  | 481,250 |
2029 |  |  |  | 481,250 |
Thereafter |  |  |  | 4,932,812 |
|  |  | $ | 7,218,749 |

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NOTE 7 – ACCRUED AND OTHER CURRENT LIABILITIES

Accrued and other current liabilities at March 31, 2025 and December 31, 2024 consisted of the following

|  | March 31, |  | December 31,
|  | 2025 |  | 2024
Accrued liabilities |  | $ | 818,412 |  |  | $ | 928,858 |
Cost provision |  |  | 10,455,762 |  |  |  | 53,939,336 |
Accrued interest |  |  | 169,752 |  |  |  | 118,204 |
Salary payable - management |  |  | 518,947 |  |  |  | 420,447 |
Salary payable and employee benefit |  |  | 85,536 |  |  |  | 88,357 |
Other current liabilities |  |  | 330,566 |  |  |  | 129,582 |
Total accrued and other current liabilities |  | $ | 12,378,975 |  |  | $ | 55,624,784 |

NOTE 8 - LOANS PAYABLE

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

|  | March 31, |  | December 31, |  |  |  | Interest
|  | 2025 |  | 2024 |  | Term |  | rate
Martus |  | $ | 103,738 |  |  | $ | 103,738 |  |  | Note was issued on October 23, 2018 and due on January 2, 2026 |  |  | 5.0 | %
Darlene Covid19 |  |  | 70,580 |  |  |  | 80,019 |  |  | Note was issued on April 1, 2020 and due on March 31, 2026 |  |  | 0.0 | %
Promissory note payable |  |  | 217,391 |  |  |  | 217,391 |  |  | Note was issued June 11, 2024 and due on June 11, 2025 |  |  | 2.0 | %
Promissory note payable - acquisition of QXTEL |  |  | 850,000 |  |  |  | 1,275,000 |  |  | Note was issued April 1, 2024 and due on June 30, 2025 |  |  | 4.9 | %
Promissory note payable |  |  | 271,739 |  |  |  | 271,739 |  |  | Note was issued July 16, 2024 and due on July 16, 2025 |  |  | 2.0 | %
Promissory note payable |  |  | 271,739 |  |  |  | 271,739 |  |  | Note was issued July 31, 2024 and due on July 31, 2025 |  |  | 2.0 | %
Promissory note payable |  |  | 190,217 |  |  |  | 190,217 |  |  | Note was issued September 23, 2024 and due on September 23, 2025 |  |  | 2.0 | %
Promissory note payable |  |  | 108,696 |  |  |  | 108,696 |  |  | Note was issued October 4, 2024 and due on September 23, 2025 |  |  | 2.0 | %
Promissory note payable |  |  | 543,478 |  |  |  | — |  |  | Note was issued January 15, 2025 and due on January 15, 2026 |  |  | 2.0 | %
Promissory note payable - acquisition of QXTEL |  |  | 985,000 |  |  |  | — |  |  | Note was issued February 3, 2025 and due on September 30, 2025 |  |  | 4.9 | %
Total |  |  | 3,612,578 |  |  |  | 2,518,539 |  |  |  |  |  |  |
Less: Unamortized debt discount |  |  | (75,271 | ) |  |  | (62,898 | ) |  |  |  |  |  |
Total loans payable |  |  | 3,537,307 |  |  |  | 2,455,641 |  |  |  |  |  |  |
Less: Current portion of loans payable |  |  | (3,537,307 | ) |  |  | (2,455,641 | ) |  |  |  |  |  |
Long-term loans payable |  | $ | — |  |  | $ | — |  |  |  |  |  |  |

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Loans payable - related parties at March 31, 2025 and December 31, 2024 consisted of the following:

|  | March 31, |  | December 31, |  |  |  | Interest
|  | 2025 |  | 2024 |  | Term |  | rate
49% of Shareholder of SwissLink |  | $ | 21,606 |  |  | $ | 21,606 |  |  | Note is due on demand |  |  | 0.0 | %
49% of Shareholder of SwissLink |  |  | 193,142 |  |  |  | 219,894 |  |  | Note is due on demand |  |  | 5.0 | %
Minority Shareholder of QXTEL |  |  | 333,911 |  |  |  | 478,985 |  |  | Note is due on October 1, 2025 |  |  | 4.9 | %
Total |  |  | 548,659 |  |  |  | 720,485 |  |  |  |  |  |  |
Less: Current portion of loans payable - related parties |  |  | 548,659 |  |  |  | 720,485 |  |  |  |  |  |  |
Long-term loans payable - related parties |  | $ | — |  |  | $ | — |  |  |  |  |  |  |

During the three months ended March 31, 2025 and 2024, the Company borrowed from third parties totaling $543,478 and $0, which includes original issue discount and financing costs of $48,478 and $0 and repaid the principal amount of $449,438 and $8,885, respectively.

During the three months ended March 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 three months ended March 31, 2025 and 2024, the Company recorded interest expense of $99,675 and $9,053 and recognized amortization of discount, included in interest expense, of $36,105 and $3,750, respectively.

NOTE 9 - CONVERTIBLE LOANS

Convertible loans at March 31, 2025 and December 31, 2024 consisted of the following:

|  | March 31, |  | December 31,
|  | 2025 |  | 2024
Issued in fiscal year 2024 |  | $ | 4,158,726 |  |  | $ | 5,225,308 |
Issued in fiscal year 2025 |  |  | 1,113,316 |  |  |  | — |
Total convertible notes payable |  |  | 5,272,042 |  |  |  | 5,225,308 |
Less: Unamortized debt discount |  |  | (324,641 | ) |  |  | (348,950 | )
Total convertible notes |  |  | 4,947,401 |  |  |  | 4,876,358 |
Less: current portion of convertible notes |  |  | 4,947,401 |  |  |  | 1,864,432 |
Long-term convertible notes |  | $ | — |  |  | $ | 3,011,926 |

During the three months ended March 31, 2025 and 2024, the Company recorded interest expense of $245,821 and $139,979 and recognized amortization of discount, included in interest expense, of $150,125 and $203,992, respectively.

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Conversion

During the three months ended March 31, 2025, one note holder converted notes with principal amounts of $833,334 and conversion fee of $2,500 into 94,981 shares of common stock.

Issued in fiscal year 2025

During the three months ended March 31, 2025, the Company borrowed amounts from third parties totaling $1,113,316, which includes original issue discount and financing costs of $125,816.

Principal |  | Issuance |  | Maturity |  | Interest |  | Payment
amount |  | date |  | date |  | rate |  | schedule
$ | 471,000 |  |  |  | February 26, 2025 |  |  |  | December 30, 2025 |  |  |  | 14% |  |  | 5 payments, one payment of $268,470 and four payments of $67,118, beginning in August 2025
$ | 116,000 |  |  |  | February 26, 2025 |  |  |  | December 30, 2025 |  |  |  | 14% |  |  | 5 payments, one payment of $66,120 and four payments of $16,530, beginning in August 2025
$ | 526,316 |  |  |  | March 4, 2025 |  |  |  | December 5, 2025 |  |  |  | 24% |  |  | The outstanding balance shall be paid on December 5, 2025

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 date. Certain notes allow 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 are convertible into shares (“Conversion Shares”) of our common stock with an initial conversion price of $8.80 per share. Each 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 $8.80. The Notes are 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 25,253 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, respectively, in face value of Notes and 12,627 and 6,314 Kicker Shares, with an original issue discount of $111,111 and $55,556, respectively. Each one year note bears interest at 18% per annum.

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 of maturity:

| • | First Note: Originally due January 1, 2025, with an outstanding amount of $1,888,889, extended to January 1, 2026.
| • | Second Note: Originally due March 12, 2025, with an outstanding amount of $1,111,111, extended to March 12, 2026.
| • | Third Note: Originally due March 25, 2025, with an outstanding amount of $555,556, extended to March 25, 2026.

In consideration for this extension, the Company issued 8,081 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 during the year ended December 31, 2024.

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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.

Principal |  | Issuance |  | Maturity |  | Interest |  | Payment
amount |  | date |  | date |  | rate |  | schedule
$ | 146,900 |  |  |  | March 7, 2024 |  |  |  | January 15, 2025 |  |  |  | 12% |  |  | 10 payments each in the amount of $16,453 beginning on April 15, 2024
$ | 177,100 |  |  |  | March 7, 2024 |  |  |  | January 15, 2025 |  |  |  | 14% |  |  | 5 payments, one payment of $100,947 and four payments of $25,237, beginning in September 2024
$ | 179,400 |  |  |  | July 10, 2024 |  |  |  | April 30, 2025 |  |  |  | 14% |  |  | 9 payments each in the amount of $22,724 beginning on August 30, 2024
$ | 151,960 |  |  |  | September 16, 2024 |  |  |  | July 15, 2025 |  |  |  | 14% |  |  | 5 payments, one payment of $86,617 and four payments of $21,654, beginning in March 2025
$ | 179,400 |  |  |  | October 15, 2024 |  |  |  | July 15, 2025 |  |  |  | 14% |  |  | 9 payments each in the amount of $22,724 beginning on November 30, 2024
$ | 1,578,947 |  |  |  | December 6, 2024 |  |  |  | June 4, 2025 |  |  |  | 24% |  |  | Outstanding balance shall be paid on June 4, 2025

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 date. Certain notes allow for the conversion price to be a fixed price of $12.0 per share.

NOTE 10 – STOCK PURCHASE OPTION

On 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 187,500 shares of common stock. 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 $8.80 per share on the relevant Option exercise date. As of March 31, 2025, the Company did not receive the $100,000 and the options were not in effect, and the Options had no impact to the accompanying financial statements.

NOTE 11 – STOCKHOLDERS’ EQUITY

Common Stock

The Board of Directors of the Company approved a reverse stock split of the Company’s authorized, issued and outstanding shares of Common Stock at a ratio of 1-for-80, effective on May 2, 2025.

The Company amended its certificate of incorporation to reduce the number of authorized shares of Common Stock that it may issue from 300,000,000 shares to 3,750,000 shares with a par value of $0.001 per share.

During the three months ended March 31, 2025, the Company issued 100,419 shares of common stock, valued at fair market value on issuance as follows:

• 1,875 shares for compensation to our directors valued at $32,815.

• 94,981 shares for conversion of debt of $835,834.

• 3,563 shares for common stock payable value at $82,194.

As of March 31, 2025 and December 31, 2024, 2,637,628 and 2,537,209 shares of common stock were issued and outstanding, respectively.

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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 liquidation. 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.

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.

As of March 31, 2025 and December 31, 2024, 10,000 shares of Series A Preferred Stock were issued and outstanding.

Series B Preferred Stock

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. 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 twelve point five (12.5) 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.

As of March 31, 2025 and December 31, 2024, 35,537 shares of Series B Preferred Stock were issued and outstanding.

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. 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. Holders 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.

As of March 31, 2025 and December 31, 2024, no Series C Preferred Stock was issued or outstanding.

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Series D Preferred Stock

On 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. The holders 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 twelve point five (12.5) shares of Common Stock for every one (1) share of Series D Preferred Stock.

The 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 March 31, 2025 and December 31, 2024, no Series D Preferred Stock was issued or outstanding.

NOTE 12 - RELATED PARTY TRANSACTIONS

Due from related party

During the three months ended March 31, 2025 and 2024, the Company loaned $9,462 and $51,230 to a related party, respectively.

As of March 31, 2025 and December 31, 2024, the Company had amounts due from related parties of $638,177 and $630,715, respectively. The loans are unsecured, non-interest bearing and due on demand.

Due to related parties

As of March 31, 2025 and December 31, 2024, the Company had amounts due to related parties of $26,613. The amounts are unsecured, non-interest bearing and due on demand.

Employment agreements

During the three months ended March 31, 2025 and 2024, the Company recorded management salaries of $211,500, and stock-based compensation bonuses of $32,815 and $31,065, respectively.

As of March 31, 2025 and December 31, 2024, the Company recorded and accrued management salaries of $518,947 and $420,447, respectively.

NOTE 13 – COMMITMENTS AND CONTINGENCIES

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 months. For the three months ended March 31, 2025 and 2024, the Company incurred rent expense of $6,974 and $7,122, respectively.

NOTE 14 - SEGMENT

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. 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.

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Operating Activities

The following table shows operating activities information by geographic segment for the three months ended March 31, 2025 and 2024:

Three months ended March 31, 2025

NOTE 14 - SEGMENT - Operating Activities by Geographic Segment (Details) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | USA |  | Switzerland |  | UK |  | Elimination |  | Total
Revenues |  | $ | 38,537,798 |  |  | $ | 1,349,162 |  |  | $ | 31,154,997 |  |  | $ | (13,409,141 | ) |  | $ | 57,632,816 |
Cost of revenue |  |  | 37,688,315 |  |  |  | 1,080,854 |  |  |  | 30,325,933 |  |  |  | (13,397,244 | ) |  |  | 55,697,858 |
Gross profit |  |  | 849,483 |  |  |  | 268,308 |  |  |  | 829,064 |  |  |  | (11,897 | ) |  |  | 1,934,958 |
Operating expenses |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Salaries, Wages and Benefits |  |  | 439,393 |  |  |  | 95,449 |  |  |  | 426,283 |  |  |  | (5,966 | ) |  |  | 955,159 |
Technology |  |  | 194,115 |  |  |  | 94,254 |  |  |  | 148,154 |  |  |  | (10,930 | ) |  |  | 425,593 |
Professional Fees |  |  | 309,049 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 309,049 |
Legal and Regulatory |  |  | 166,438 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 166,438 |
Travel and Events |  |  | 18,505 |  |  |  | 4,291 |  |  |  | 67,601 |  |  |  | (1,347 | ) |  |  | 89,050 |
Public Cost |  |  | 66,559 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 66,559 |
Advertising |  |  | 210,523 |  |  |  | 8,357 |  |  |  | — |  |  |  | — |  |  |  | 218,880 |
Bank Services and Fees |  |  | 13,485 |  |  |  | (21,499 | ) |  |  | 29,455 |  |  |  | — |  |  |  | 21,441 |
Depreciation and Amortization |  |  | 6,682 |  |  |  | — |  |  |  | — |  |  |  | 120,313 |  |  |  | 126,995 |
Office, Facility and Other |  |  | 52,312 |  |  |  | 4,969 |  |  |  | 69,021 |  |  |  | — |  |  |  | 126,302 |
Insurance |  |  | 903 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 903 |
Stock-based compensation |  |  | 32,815 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 32,815 |
General and administration |  |  | 1,510,779 |  |  |  | 185,821 |  |  |  | 740,514 |  |  |  | 102,070 |  |  |  | 2,539,184 |
Operating income (loss) |  |  | (661,296 | ) |  |  | 82,487 |  |  |  | 88,550 |  |  |  | (113,967 | ) |  |  | (604,226 | )
Other income (expense) |  |  | (464,389 | ) |  |  | 8,602 |  |  |  | (6,527 | ) |  |  | (57,346 | ) |  |  | (519,660 | )
Income tax expense |  |  | — |  |  |  | — |  |  |  | (20,575 | ) |  |  | — |  |  |  | (20,575 | )
Net income (loss) |  | $ | (1,125,685 | ) |  | $ | 91,089 |  |  | $ | 61,448 |  |  | $ | (171,313 | ) |  | $ | (1,144,461 | )

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Three months ended March 31, 2024

|  | USA |  | Switzerland |  | Elimination |  | Total
Revenues |  | $ | 52,111,257 |  |  | $ | 1,035,919 |  |  | $ | (1,732,298 | ) |  | $ | 51,414,878 |
Cost of revenue |  |  | 50,931,826 |  |  |  | 836,324 |  |  |  | (1,732,298 | ) |  |  | 50,035,852 |
Gross profit |  |  | 1,179,431 |  |  |  | 199,595 |  |  |  | — |  |  |  | 1,379,026 |
Operating expenses |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Salaries, Wages and Benefits |  |  | 336,283 |  |  |  | 39,143 |  |  |  | — |  |  |  | 375,426 |
Technology |  |  | 162,585 |  |  |  | 58,878 |  |  |  | — |  |  |  | 221,463 |
Professional Fees |  |  | 449,219 |  |  |  | 54,353 |  |  |  | — |  |  |  | 503,572 |
Legal and Regulatory |  |  | 30,579 |  |  |  | 1,585 |  |  |  | — |  |  |  | 32,164 |
Travel and Events |  |  | 26,262 |  |  |  | 9,474 |  |  |  | — |  |  |  | 35,736 |
Public Cost |  |  | 71,930 |  |  |  | — |  |  |  | — |  |  |  | 71,930 |
Advertising |  |  | 184,740 |  |  |  | — |  |  |  | — |  |  |  | 184,740 |
Bank Services and Fees |  |  | 13,655 |  |  |  | 6,081 |  |  |  | — |  |  |  | 19,736 |
Depreciation and Amortization |  |  | 6,897 |  |  |  | 28,264 |  |  |  | — |  |  |  | 35,161 |
Office, Facility and Other |  |  | 41,270 |  |  |  | 8,692 |  |  |  | — |  |  |  | 49,962 |
Insurance |  |  | 798 |  |  |  | — |  |  |  | — |  |  |  | 798 |
Bad Debt Expense |  |  | 725 |  |  |  | — |  |  |  | — |  |  |  | 725 |
Stock-based compensation |  |  | 31,065 |  |  |  | — |  |  |  | — |  |  |  | 31,065 |
General and administration |  |  | 1,356,008 |  |  |  | 206,470 |  |  |  | — |  |  |  | 1,562,478 |
Operating loss |  |  | (176,577 | ) |  |  | (6,875 | ) |  |  | — |  |  |  | (183,452 | )
Other income (expense) |  |  | (435,483 | ) |  |  | 38,719 |  |  |  | — |  |  |  | (396,764 | )
Income tax expense |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Net income (loss) |  | $ | (612,060 | ) |  | $ | 31,844 |  |  | $ | — |  |  | $ | (580,216 | )

Asset Information

The following table shows asset information by geographic segment as of March 31, 2025 and December 31, 2024:

March 31, 2025 |  | USA |  | Switzerland |  | UK |  | Elimination |  | Total
Assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current assets |  | $ | 10,013,446 |  |  | $ | 1,418,754 |  |  | $ | 17,379,422 |  |  | $ | (2,767,823 | ) |  | $ | 26,043,799 |
Non-current assets |  | $ | 19,534,109 |  |  | $ | 647,750 |  |  | $ | 7,979,269 |  |  | $ | (12,184,562 | ) |  | $ | 15,976,566 |
Liabilities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current liabilities |  | $ | 14,306,932 |  |  | $ | 2,266,209 |  |  | $ | 16,474,323 |  |  | $ | (2,767,823 | ) |  | $ | 30,279,641 |
Non-current liabilities |  | $ | 140 |  |  | $ | 169,599 |  |  | $ | 15,319 |  |  | $ | — |  |  | $ | 185,058 |

December 31, 2024 |  | USA |  | Switzerland |  | UK |  | Elimination |  | Total
Assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current assets |  | $ | 19,885,086 |  |  | $ | 8,055,475 |  |  | $ | 48,182,373 |  |  | $ | (13,107,888 | ) |  | $ | 63,015,046 |
Non-current assets |  | $ | 19,447,105 |  |  | $ | 633,491 |  |  | $ | 8,096,658 |  |  | $ | (12,184,562 | ) |  | $ | 15,992,692 |
Liabilities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current liabilities |  | $ | 21,386,520 |  |  | $ | 8,415,705 |  |  | $ | 47,126,859 |  |  | $ | (13,107,888 | ) |  | $ | 63,821,196 |
Non-current liabilities |  | $ | 3,012,066 |  |  | $ | 169,599 |  |  | $ | 104,614 |  |  | $ | — |  |  | $ | 3,286,279 |

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NOTE 15 – SUBSEQUENT EVENTS.

Subsequent to March 31, 2025 and through the date that these financials were made available, the Company had the following subsequent events:

On March 10, 2025, the Company signed a non-binding memorandum of understanding (“MOU”) with Accredited Solutions, Inc. (“ASII”) 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 Agreement. The parties have agreed to execute the Purchase Agreement no later than June 1, 2025.

Under 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.

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

Further 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 Subsidiary.

On 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.

Under 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 Agreement.

Further 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.

To 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.

To ensure stability and operational continuity, the Seller will continue to serve as CEO to GlobeTopper, and 2 of the 3 board members will be selected by the Company.

The Board of Directors of the Company approved a reverse stock split of the Company’s authorized, issued and outstanding shares of Common Stock at a ratio of 1-for-80, effective on May 2, 2025. The Company amended its certificate of incorporation to reduce the number of authorized shares of Common Stock that it may issue from 300,000,000 shares to 3,750,000 shares of Common Stock with a par value of $0.001 per share. All share and per share amounts and related stockholders' equity balances presented herein have been retroactively adjusted to reflect the Reverse Stock Split.

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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. (www.IQSTEL.com) is a technology company with a presence in 20 countries (Argentina, Armenia, Austria, Canada, Colombia, Germany, Greece, Guatemala, India, Italy, Pakistan, Romania, Serbia, Spain, Switzerland, Turkey, UAE, UK, USA and Venezuela) and over 100 employees that offers leading-edge services through its four business divisions in the telecommunications, electric vehicle (EV), fintech, and AI-enhanced metaverse industries. Our presence is global, with offices in USA, Argentina, UK, Switzerland, Turkey, and Dubai, and we target diverse and high-growth markets. We maintain more than 603 high value network interconnections around the world, delivering international voice, SMS, and connectivity services that form the core of our business. The company’s strategy focuses on leveraging synergies between its 9 subsidiaries to drive innovation and capture emerging opportunities.

Our Telecom Division, which represents the majority of current operations and which also represents the source for all of our revenues for the financial periods presented, offers Voice over Internet Protocol (VoIP), SMS, proprietary Internet of Things (IoT) solutions (www.iotsmartgas.com and www.iotsmarttank.com), and international fiber-optic connectivity through its subsidiaries: Etelix (www.etelix.com), SwissLink Carrier (www.swisslink-carrier.com), Smartbiz Telecom (www.smartbiztel.com), Whisl Telecom (www.whisl.com), IoT Labs (www.iotlabs.mx), QGlobal SMS (www.qglobalsms.com), and QXTEL Limited (www.qxtel.com).

Also under the Telecom Division, our developing BlockChain Platform Business Line (www.itsbchain.com) offers our proprietary Mobile Number Portability Application (MNPA) to serve the in-country portability needs through our subsidiary, itsBchain.

Our developing Fintech Business Line (www.globalmoneyone.com) (www.maxmo.vip) offers a complete Fintech ecosystem MasterCard Debit Card, US Bank Account (No SSN Needed), Mobile App/Wallet (Remittances, Mobile Top Up). Our Fintech subsidiary, Global Money One, is to provide immigrants access to reliable financial services that makes it easier to manage their money and stay connected with their families back home.

Our developing Electric Vehicle (EV) Business Line offers electric motorcycles for work and recreational use in the USA, Spain, Portugal, Panama, Colombia. EVOSS is also working on the development of an EV Mid Speed Car to serve the niche of the 2nd car in the family.

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Our developing Artificial Intelligence (AI)-Enhanced Metaverse Division (information and content) (www.realityborder.com) is currently developing a groundbreaking white-label solution designed specifically for corporations, businesses, and the telecommunications industry. Delivering a full suite of immersive content services, creating a comprehensive virtual experience that can be accessed through the Web or our proprietary mobile apps. The features include up to four simultaneous video screens for versatile content presentation, various virtual halls such as the main hall, home hall, auditorium, exhibition space, shopping center, and meeting rooms. Stands for mobile application downloads, clickable gates for immediate purchasing, and direct communication tools are seamlessly integrated to foster collaboration, engagement, and interactivity. It goes beyond traditional virtual spaces by utilizing cutting-edge AI technology. This ensures video conferencing and real-time communication with other users within the Metaverse, offering our customers a collective and fully immersive experience that caters to diverse needs such as content acquisition, entertainment, and shared virtual experiences. It is a future-ready platform that encourages creativity, connectivity, and collaboration like never before.

Our developing metaverse leverages advanced AI to introduce Non-Player Characters (NPCs) that significantly enhance user engagement and functionality within virtual environments. These NPCs are not mere static elements; rather, they are powered by OpenAI's latest language models, enabling dynamic interaction with users. This AI-driven interaction allows NPCs to serve as sales and brand assistants, guiding users through immersive experiences that can extend to purchasing products from external websites. Furthermore, these intelligent agents can control access to gated spaces within the metaverse based on user interactions, showcasing a personalized approach to user experience.

A key innovation in our AI implementation is the NPCs' ability to autonomously make decisions based on their understanding of user interactions. This is achieved through state-of-the-art natural language processing and understanding capabilities, which are supported in seven languages. Additionally, our NPCs utilize advanced text-to-speech and speech-to-text technologies to facilitate seamless communication with users across diverse linguistic backgrounds. The incorporation of "function call" features further enhances the NPCs' ability to perform complex tasks and interact meaningfully with the environment and the users.

Our reference to our technology as "cutting-edge" is grounded in our commitment to continuous improvement and innovation. We consistently integrate the latest advancements in AI, particularly in the areas of chatbots, language understanding, and user interaction technologies. This ensures that our metaverse remains at the forefront of AI application in virtual spaces, offering an unparalleled user experience that goes beyond traditional virtual environments.

We are currently in an advanced phase of development, with ongoing enhancements to AI functionalities and user interaction models. Our team is dedicated to exploring and implementing the latest AI technologies to ensure that our metaverse remains a leading example of innovation in virtual space technology.

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.

Results of Operations

Revenues

Our total revenue reported for the three months ended March 31, 2025 was $57,632,816, compared with $51,414,878 for the three months ended March 31, 2024. These numbers reflect an increase of 12% quarter over quarter on our consolidated revenues.

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When looking at the numbers by subsidiary, we have the following breakout for the three months ended March 31, 2025 compared to the three months ended March 31, 2024:

Subsidiary |  | Revenue Three Months Ended March 31, 2025 |  | Revenue Three Months Ended March 31, 2024
Etelix.com USA, LLC |  | $ | 8,720,701 |  |  | $ | 18,853,217 |
SwissLink Carrier AG |  |  | 1,349,162 |  |  |  | 1,035,919 |
QGlobal LLC |  |  | 660,926 |  |  |  | 385,927 |
IoT Labs LLC |  |  | 24,904,457 |  |  |  | 24,338,199 |
Smartbiz |  |  | 3,478,939 |  |  |  | 6,672,879 |
Whisl |  |  | 772,775 |  |  |  | 1,861,035 |
QXTEL |  |  | 31,154,997 |  |  |  | — |
Intercompany eliminations |  |  | (13,409,141 | ) |  |  | (1,732,298 | )
|  | $ | 57,632,816 |  |  | $ | 51,414,878 |

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.

We expect that our revenue will continue to grow consistently over the coming quarters providing a projected total of $340 million for the year ending December 31, 2025.

Cost of Revenues

Our total cost of revenues for the three months ended March 31, 2025 increased to $55,697,858, compared with $50,035,852 for the three months ended March 31, 2024.

When looking at the numbers by subsidiary, we have the following breakout for the three months ended March 31, 2025 compared to the three months ended March 31, 2024:

Subsidiary |  | Cost of Revenue Three Months Ended March 31, 2025 |  | Cost of Revenue Three Months Ended March 31, 2024
Etelix.com USA, LLC |  | $ | 8,574,584 |  |  | $ | 18,722,890 |
SwissLink Carrier AG |  |  | 1,080,854 |  |  |  | 836,324 |
QGlobal LLC |  |  | 476,330 |  |  |  | 265,814 |
IoT Labs LLC |  |  | 24,809,932 |  |  |  | 23,796,575 |
Smartbiz |  |  | 3,246,341 |  |  |  | 6,481,828 |
Whisl |  |  | 581,128 |  |  |  | 1,664,719 |
QXTEL |  |  | 30,325,933 |  |  |  | — |
Intercompany eliminations |  |  | (13,397,244 | ) |  |  | (1,732,298 | )
|  | $ | 55,697,858 |  |  | $ | 50,035,852 |

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Our cost of revenues 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 networks.

The behavior in the costs shows a logical correlation with the behavior of the revenue commented on above. We have reached a higher volume of sales and every additional unit sold (minutes and SMS) has its corresponding termination cost.

As can be noticed in the analysis of the Gross Margin in the section below, there is an important increase in the margins of Etelix, Whisl and Smartbiz. This increase in the gross margins of Etelix, Whisl and Smartbiz is related to the lower revenue reported by those subsidiaries. These three subsidiaries eliminated routes and destinations of low margins; while the inclusion of QXTEL compensates for the revenue of those low-margin routes in Etelix, Whisl and Smartbiz.

This portfolio restructuring is the result of the synergies achieved through the commercial and operational integration of all subsidiaries. This can also be noticed in the high volume of intercompany business. We expect this to impact positively the revenues and the margins in the future.

Gross Margin

Our gross margin, which is simply the difference between our revenues and our cost of sales, discussed above, was $1,934,958 for the three months ended March 31, 2025 compared to $1,379,026 for the three months ended March 31, 2024. This represents an increase of 40% in the gross margin quarter over quarter.

Subsidiary |  | Gross Margin % Three Months Ended March 31, 2025 |  | Gross Margin % Three Months Ended March 31, 2024
Etelix.com USA, LLC |  |  | 1.68 | % |  |  | 0.69 | %
SwissLink Carrier AG |  |  | 19.89 | % |  |  | 19.27 | %
QGlobal LLC |  |  | 27.93 | % |  |  | 31.12 | %
IoT Labs LLC |  |  | 0.38 | % |  |  | 2.23 | %
Smartbiz |  |  | 6.69 | % |  |  | 2.86 | %
Whisl |  |  | 24.80 | % |  |  | 10.55 | %
QXTEL |  |  | 2.66 | % |  |  | — |

Consolidated Gross Margin % for the three months ended March 31, 2025 was 3.36% compared to 2.68% for the same period of 2024. This represents an increase of 25.37% quarter over quarter.

As mentioned before, this increment in the gross margin is the result of the commercial and operational synergies implemented among all subsidiaries.

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Operating Expenses

Operating expenses increased to $2,539,184 for the three months ended March 31, 2025 from $1,562,478 for the three months ended March 31, 2024. The detail by major category is reflected in the table below.

|  | Three Months Ended March 31,
|  | 2025 |  | 2024
Salaries, Wages and Benefits |  | $ | 955,159 |  |  | $ | 375,426 |
Technology |  |  | 425,593 |  |  |  | 221,463 |
Professional Fees |  |  | 309,049 |  |  |  | 503,572 |
Legal and Regulatory |  |  | 166,438 |  |  |  | 32,164 |
Travel and Events |  |  | 89,051 |  |  |  | 35,736 |
Public Cost |  |  | 66,559 |  |  |  | 71,930 |
Advertising |  |  | 218,880 |  |  |  | 184,740 |
Bank Services and Fees |  |  | 21,440 |  |  |  | 19,736 |
Depreciation and Amortization |  |  | 126,995 |  |  |  | 35,161 |
Office, Facility and Other |  |  | 126,302 |  |  |  | 49,962 |
Insurance |  |  | 903 |  |  |  | 798 |
Bad debt expense |  |  | — |  |  |  | 725 |
Sub Total |  |  | 2,506,369 |  |  |  | 1,531,413 |
Stock-based compensation |  |  | 32,815 |  |  |  | 31,065 |
Total Operating Expenses |  | $ | 2,539,184 |  |  | $ | 1,562,478 |

When looking at the numbers by subsidiary, we have the following breakout for the three months ended March 31, 2025 compared to the three months ended March 31, 2024:

|  | Three Months Ended March 31,
|  | 2025 |  | 2024 |  | Difference
IQSTEL |  |  | 749,131 |  |  |  | 657,410 |  |  |  | 91,721 |
Etelix |  |  | 119,377 |  |  |  | 68,176 |  |  |  | 51,201 |
SwissLink |  |  | 185,820 |  |  |  | 206,472 |  |  |  | -20,652 |
ItsBchain |  |  | 1,190 |  |  |  | 10,416 |  |  |  | -9,226 |
QGlobal |  |  | 112,299 |  |  |  | 109,012 |  |  |  | 3,287 |
IoT Labs |  |  | 68,826 |  |  |  | 52,522 |  |  |  | 16,304 |
Global Money One |  |  | 243 |  |  |  | 250 |  |  |  | -7 |
Whisl |  |  | 98,418 |  |  |  | 240,048 |  |  |  | -141,630 |
Smartbiz |  |  | 361,296 |  |  |  | 218,172 |  |  |  | 143,124 |
QXTEL |  |  | 740,514 |  |  |  | — |  |  |  | 740,514 |
Intercompany |  |  | 102,070 |  |  |  | — |  |  |  | 102,070 |
|  |  | 2,539,184 |  |  |  | 1,562,478 |  |  |  | 976,706 |

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; (2) the increases in other items such as salaries, wages and benefits, or depreciation and amortization, or office, facility and other are the result of the addition of QXTEL to our consolidated financial statements.

We are continually identifying operational synergies among all of our subsidiaries to be more cost efficient. The investment we are currently making in the development of a unique voice and SMS switching platform that will allow us to reduce costs between fifty and sixty thousand dollars per quarter.

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Operating Income

The Company showed negative Operating Income for the three months ended March 31, 2025 of $604,226 compared with a negative result of $183,452 for the three months ended March 31, 2024.

Our Telecom Division, which is the one generating revenue at the present time, generated positive Operating Income. The expenses of our Pre-revenue companies are set at the minimum required to finish the development of the product/services prior to market launch.

|  | Telecom Division |  | Pre Revenue Subsidiaries |  | IQSTEL |  | Consolidated
Revenues |  | $ | 57,632,816 |  |  |  | — |  |  |  | — |  |  | $ | 57,632,816 |
Cost of revenues |  |  | 55,697,858 |  |  |  | — |  |  |  | — |  |  |  | 55,697,858 |
Gross profit |  |  | 1,934,958 |  |  |  | — |  |  |  | — |  |  |  | 1,934,958 |
Operating expenses |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
General and administration |  |  | 1,668,305 |  |  |  | 1,433 |  |  |  | 869,446 |  |  |  | 2,539,184 |
Total operating expenses |  |  | 1,668,305 |  |  |  | 1,433 |  |  |  | 869,646 |  |  |  | 2,539,184 |
Operating income/(loss) |  | $ | 266,653 |  |  |  | (1,433 | ) |  |  | (869,646 | ) |  | $ | (604,226 | )

Other Expenses/Other Income

We had total other expenses, net of $519,660 for the three months ended March 31, 2025, as compared with other expenses of $396,764 for the same period ended 2024. The other expenses in 2025 are largely due to $531,726 in Interest Expense associated with the financing for the acquisition of QXTEL, which allows us to drive the organic growth of the Company.

Net Loss

We finished the three months ended March 31, 2025 with a net loss of $1,144,461, as compared to a loss of $580,216 during the three months ended March 31, 2024. The net loss as of March 31, 2025 is highly impacted by increased operating expenses and interest expense incurred in the acquisition of QXTEL; 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, 2025 which represents 43% of the total consolidated gross profit.

Our Telecom Division, the division presently generating revenue, has a positive operating income when presented separately from the rest of our Company. As we have indicated on several occasions, our strategy is to strengthen our telecommunications division so that it can serve as a lever for the development of new lines of business, such as Fintech and Cybersecurity.

|  | Telecom Division |  | Pre-revenue companies |  | iQSTEL |  | Consolidated
|  | Year Ended March 31, 2025 |  | Year Ended March 31, 2025 |  | Year Ended March 31, 2025 |  | Year Ended March 31, 2025
Revenues |  | $ | 57,632,816 |  |  |  | — |  |  |  | — |  |  |  | 57,632,816 |
Cost of revenue |  |  | 55,697,858 |  |  |  | — |  |  |  | — |  |  |  | 55,697,858 |
Gross profit |  | $ | 1,934,958 |  |  |  | — |  |  |  | — |  |  |  | 1,934,958 |
Operating expenses |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
General and administration |  |  | 1,668,305 |  |  |  | 1,433 |  |  |  | 869,446 |  |  |  | 2,539,184 |
Total Operating Expenses |  | $ | 1,668,305 |  |  |  | 1,433 |  |  |  | 869,446 |  |  |  | 2,539,184 |
Operating income/(loss) |  | $ | 266,653 |  |  |  | (1,433 | ) |  |  | (869,446 | ) |  |  | (604,226 | )
Other income (expense) |  |  | 1,210 |  |  |  | — |  |  |  | (520,870 | ) |  |  | (519,660 | )
Net income (loss) before income taxes |  | $ | 267,863 |  |  |  | (1,433 | ) |  |  | (1,390,316 | ) |  |  | (1,123,886 | )
Income taxes |  |  | (20,575 | ) |  |  | — |  |  |  | — |  |  |  | (20,575 | )
Net income (loss) |  | $ | 247,288 |  |  |  | (1,433 | ) |  |  | (1,390,316 | ) |  |  | (1,144,461 | )
Depreciation and Amortization |  |  | 126,995 |  |  |  | — |  |  |  | — |  |  |  | 126,995 |
Interest expense |  |  | 10,852 |  |  |  | — |  |  |  | 520,869 |  |  |  | 531,721 |
FX Gains/Losses |  |  | 31,939 |  |  |  | — |  |  |  | (401 | ) |  |  | 31,538 |
Stock-based compensation |  |  | — |  |  |  | — |  |  |  | 32,815 |  |  |  | 32,815 |
Other non-recurrent |  |  | 150,984 |  |  |  | — |  |  |  | — |  |  |  | 150,984 |
Taxes |  |  | 25,548 |  |  |  | — |  |  |  | — |  |  |  | 25,548 |
Adjusted EBITDA |  |  | 593,606 |  |  |  | (1,433 | ) |  |  | (837,033 | ) |  |  | (244,860 | )

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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 above.) 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.

Liquidity and Capital Resources

As of March 31, 2025, we had total current assets of $26,043,799 and current liabilities of $30,279,641, resulting in a negative working capital of $4,235,842.

Our operating activities used $1,906,969 for the three months ended March 31, 2025 as compared with $536,888 used in operating activities in the three months ended March 31, 2024. Our cash flow from operations varies depending on our operating results and the timing of operating cash receipts and payments, specifically trade accounts receivable and trade accounts payable.

Investing activities used $58,645 for the three months ended March 31, 2025 as compared with $1,622,892 for the three months ended March 31, 2024. Uses of funds in investing activities in 2025 consisted primarily of the purchase of property and equipment. Uses of funds on investing activities in 2024 were primarily the acquisition of QXTEL.

Financing activities provided $540,303 in the three months ended March 31, 2025 compared with $3,522,683 provided in the three months ended March 31, 2024. Our positive financing cash flow in 2025 and 2024 was largely the result of the financing secured to complete the acquisition of QXTEL.

We intend to fund operations through increased sales and debt and/or equity financing arrangements, to strengthen our liquidity and capital resources. There can be no assurance that we will be successful in raising additional funding. If we are not able to secure additional funding, the implementation of our business plan will be impaired. There can be no assurance that such additional financing will be available to us on acceptable terms or at all.

We have an outstanding Option with ADI Funding under a stock purchase agreement for $100,000 that expires on July 14, 2025, for the right to acquire up to 187,500 shares of common stock upon an effective registration statement. As of March 31, 2025, the Company did not receive payment of $100,000 and the Option was not in effect, but we anticipate completing the registration statement and receiving the $100,000 from ADI Funding at some point in the near future.

If activated, 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 $8.80 per share on the relevant Option exercise date.

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, 2025.

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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, 2025; however, we consider our critical accounting policies to be those related to allowance for doubtful accounts, valuation of long-lived assets, 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, 2025, 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.

Item 4. Controls and Procedures

Disclosure Controls and Procedures - Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this report.

These controls are designed to ensure that information required to be disclosed in the reports we file or submit pursuant to the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Based on this evaluation, our CEO and CFO have concluded that our disclosure controls and procedures were ineffective as of March 31, 2025. Our management identified the following material weaknesses in our internal control over financial reporting, which are indicative of many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

We believe that our financial statements presented in this quarterly report on Form 10-Q fairly present, in all material respects, our financial position, results of operations, and cash flows for all periods presented herein.

Inherent Limitations - Our management, including our Chief Executive Officer and Chief Financial Officer, do not expect that our disclosure controls and procedures will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdown can occur because of simple error or mistake. In particular, many of our current processes rely upon manual reviews and processes to ensure that neither human error nor system weakness has resulted in erroneous reporting of financial data.

Changes in Internal Control over Financial Reporting - There were no changes in our internal control over financial reporting during the three-month period ended March 31, 2025, which were identified in conjunction with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We are not a party to any material pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

Item 1A: Risk Factors

Our business faces many risks, a number of which are described in the section captioned “Risk Factors” in our Annual Report for the year ended December 31, 2024, filed with the SEC on April 1, 2025. The risks described may not be the only risks we face. Other risks of which we are not yet aware, or that we currently believe are not material, may also materially and adversely impact our business operations or financial results. If any of the events or circumstances described in the risk factors contained in our Annual Report occur, our business, financial condition or results of operations could be adversely impacted and the value of an investment in our securities could decline. Investors and prospective investors should consider the risks described in our Annual Report, and the information contained in the section captioned “Forward-Looking Statements” and elsewhere in this Quarterly Report before deciding whether to invest in our securities.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The information set forth below relates to our issuances of securities without registration under the Securities Act of 1933.

During the three months ended March 31, 2025, the Company issued 100,419 shares of common stock, valued at fair market value on issuance as follows:

• 1,875 shares for compensation to our directors valued at $32,815;

• 94,981 shares for conversion of debt of $835,834;

• 3,563 shares for common stock payable value at $82,194.

These securities were issued pursuant to Section 4(2) of the Securities Act and/or Rule 506 promulgated thereunder. The holders represented their intention to acquire the securities for investment only and not with a view towards distribution. The investors were given adequate information about us to make an informed investment decision. We did not engage in any general solicitation or advertising. We directed our transfer agent to issue the stock certificates with the appropriate restrictive legend affixed to the restricted stock.

Item 3. Defaults upon Senior Securities

None

Item 4. Mine Safety Disclosures

N/A

Item 5. Other Information

None

Item 6. Exhibits

Exhibit Number | Description of Exhibit
31.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101** | The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 formatted in Extensible Business Reporting Language (XBRL).
| **Provided herewith

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on May 15, 2025 on its behalf by the undersigned thereunto duly authorized.

IQSTEL INC.
/s/Leandro Iglesias |
Leandro Iglesias Principal Executive Officer |
/s/ Alvaro Quintana Cardona |
Alvaro Quintana Cardona Principal Financial and Accounting Officer |

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