~~false 0001527702~~ As filed 0001527702 2024-01-01 2024-09-30 0001527702 2022-01-01 2022-12-31 iso4217:USD xbrli:shares iso4217:USD xbrli:shares with the U.S. Securities and Exchange Commission on May 21, 2026.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

~~iQSTEL~~IQSTEL ~~INC~~Inc.

(Exact name of registrant as specified in its charter)

Nevada	4813	45-2808620
(State or jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

300 Aragon Avenue, Suite 375

300 Aragon Avenue, Suite 375

Coral Gables, FL

33134

(Address of principal executive offices)

(Zip Code)

~~Coral~~Registrant’s ~~Gables~~telephone number, including FLarea ~~33134~~code: (954) 951-8191

Phone: (954) 951-8191

(Address and telephone number of principal executive offices and principal place of business)

The Corporate Place, Inc.

601 E. Charleston Blvd. Ste. 100

Las Vegas, NV 89104

Phone: (877) 786-8500

(Name, address, including zip code, and telephone number, including area code, of agent for service)

~~With~~Copies ~~copy~~of all communications, including communications sent to agent for service, should be sent to:

Scott Doney, Esq.

The Doney Law Firm

4955 S. Durango DrRd. Ste. 165

Las Vegas, NV 89113

~~Phone:~~ (702) 982-5686

Approximate date of commencement of proposed sale to the public: ~~As soon as practicable after the effective date of this Registration Statement.~~

~~If any~~As ofsoon ~~the~~as ~~securities~~practicable ~~being~~after ~~registered on~~ this ~~form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the~~registration ~~Securities~~statement ~~Act~~is ofdeclared ~~1933, check the following box~~effective. ☒

If ~~this~~any ~~form~~of isthe ~~filed~~securities tobeing ~~register~~registered ~~additional~~on ~~securities~~this ~~for~~Form anare ~~offering~~to ~~pursuant~~be tooffered ~~Rule~~on ~~462(b)~~a ~~under~~delayed ~~the~~or ~~Securities~~continuous ~~Act,~~basis ~~check~~pursuant ~~the~~to ~~following box~~Rule ~~and~~415 ~~list~~under the Securities Act ~~registration statement number~~ of ~~the~~1933 ~~earlier~~check ~~effective registration statement for~~ the ~~same~~following ~~offering. ☐~~box: ☒

If this ~~form~~Form is afiled ~~post-effective~~to ~~amendment~~register ~~filed~~additional securities for an offering pursuant to Rule 462(cb) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this ~~form~~Form is a post-effective amendment filed pursuant to Rule 462(dc) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

~~Indicate by check mark whether~~If ~~the~~this ~~registrant~~Form is a ~~large~~post-effective ~~accelerated~~amendment ~~filer,~~filed anpursuant ~~accelerated~~to ~~filer,~~Rule a462(d) ~~non-accelerated~~under ~~filer,~~the aSecurities ~~smaller reporting company~~Act, orcheck ~~an emerging growth company. See~~ the ~~definitions~~following ofbox ~~“large~~and ~~accelerated~~list ~~filer,”~~the ~~“accelerated~~Securities Act ~~filer,”~~registration ~~“smaller~~statement ~~reporting company”~~number ~~and~~of ~~“emerging~~the ~~growth~~earlier ~~company”~~effective inregistration ~~Rule~~statement ~~12b-2~~for of the ~~Exchange~~same ~~Act:~~offering. ☐

~~Large~~Indicate by check mark whether the registrant is a large accelerated filer, ☐an ~~Accelerated~~accelerated filer, ☐a ~~Non~~non-accelerated filer, ☒a ~~Smaller~~smaller reporting company, ☒or ~~Emerging~~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 7(a)(2)(B) of the Securities Act. ☐

The ~~Registrant~~registrant hereby amends this registration ~~Registration~~statement ~~Statement~~ on such date or dates as may be necessary to delay its effective date until the ~~Registrant~~registrant shall file a further amendment which specifically states that this ~~Registration~~registration ~~Statement~~statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the ~~Registration~~registration ~~Statement~~statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. ~~Neither~~The weselling ~~nor~~stockholder ~~the~~named ~~Selling~~herein ~~Shareholder~~ may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these ~~securities~~ securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is ~~prohibited~~not permitted.

~~Subject~~PRELIMINARY toPROSPECTUS SUBJECT TO ~~completion,~~COMPLETION DATED ~~dated~~MAY ~~January 17~~21, ~~2025~~2026

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~~PRELIMINARY~~Up ~~PROSPECTUS~~to 11,000,000 Shares of Common Stock

15This prospectus relates to the potential resale from time to time by M2B Funding Corp. (“M2B” or the “Selling Stockholder”) of up to 11,000,000 ~~Shares~~shares of ~~Common~~our ~~Stock~~common stock, par value $0.001 per share, consisting of:

~~This~~(1) ~~prospectus~~up ~~covers the~~to ~~resale by the selling shareholder of iQSTEL Inc. (“iQSTEL~~10,~~” “we~~000,”000 ~~“us”,~~shares ~~“our” or~~ (the “~~Company~~Purchase Shares”) ~~identified~~that inmay ~~the~~be ~~“Selling~~issued ~~Shareholder”~~to ~~section~~M2B offrom ~~this~~time ~~prospectus~~to oftime uppursuant to anthe ~~aggregate~~Common ofStock 15Purchase Agreement,~~000,000 shares~~ ofdated ~~common~~as ~~stock issuable upon exercise~~ of April a30, ~~common~~2026 ~~stock purchase option~~ (the “~~Option~~Purchase Agreement”)., Weby ~~will~~and ~~receive~~between ~~cash from~~ the ~~sale~~Company ofand ~~the~~M2B; ~~Option, if exercised, which we intend to use as working capital.~~and

~~The~~(2) ~~selling~~up ~~shareholder~~to ~~or its permitted transferees~~1, ~~pledgees~~000,000 ~~assignees, distributees, donees or successors or others who later hold any of the selling shareholder’s interests in the~~ shares ~~of common stock described this prospectus may offer and sell~~ (the ~~shares of common stock described in this prospectus~~ ~~in a number of different ways and at varying prices. We provide more information about how the selling shareholder may sell its shares of common stock in the section titled~~ “~~Plan~~Commitment ~~of Distribution~~Shares”) ~~appearing~~that ~~elsewhere in this prospectus. If necessary, the specific manner in which the shares~~ may be ~~offered~~issued ~~and sold will be described in a supplement~~ to ~~this~~M2B ~~prospectus.~~as Wepayment ~~will~~of ~~pay~~ the ~~expenses~~facility ~~incurred in~~fee ~~registering~~under the ~~securities~~Purchase ~~covered by the prospectus, including legal and accounting fees~~Agreement.

~~Our~~Under ~~common~~the ~~stock~~Purchase isAgreement, ~~quoted on~~we ~~OTCQX~~have ~~Market~~the ~~under~~right, but not the ~~symbol~~obligation, ~~“IQST.”~~to ~~The~~sell ~~last~~to ~~reported~~M2B ~~sale~~up ~~price~~to $50,000,000 of our common stock onover ~~January~~a ~~15,~~period ~~2025,~~of ~~was~~up ~~$0.198~~to 60 months commencing after the effectiveness ~~per~~of ~~share~~this registration statement and satisfaction of other conditions.

~~You~~The ~~should~~purchase ~~read~~price ~~this~~for ~~prospectus, together~~the ~~with~~Purchase ~~additional~~Shares ~~information~~is ~~described~~94% of ~~under~~ the ~~headings~~lowest ~~“Information~~daily ~~Incorporated~~VWAP byduring ~~Reference”~~the ~~and~~six ~~“Where You~~trading ~~Can~~days ~~Find~~following ~~More~~the ~~Information,”~~Purchase ~~carefully~~Notice ~~before~~Date, ~~you~~subject ~~invest~~to inthe ~~any~~Purchase ofLimit ~~our~~and ~~securities~~other terms.

~~Investing~~The inCommitment ~~our~~Shares ~~securities~~have an aggregate value of $1,000,000 ~~involves~~and ~~risks~~will be issued in two tranches of $500,000 each. ~~See~~The ~~the~~number ~~section~~of ~~titled~~Commitment ~~“Risk~~Shares ~~Factors”~~for ~~beginning~~each tranche shall be determined based on ~~page~~the closing 6price of ~~this~~the ~~prospectus~~Common Stock on the Trading Day immediately preceding the applicable issuance date.

~~Neither~~We are registering the ~~Securities~~resale of the Purchase Shares and ~~Exchange~~the ~~Commission~~Commitment ~~nor~~Shares ~~any~~in ~~state~~accordance ~~securities~~with ~~commission~~our ~~has~~obligations ~~approved~~under orthe ~~disapproved~~Purchase ofAgreement. ~~these~~Under ~~securities~~applicable orNasdaq ~~determined~~rules, ifin ~~this~~no ~~prospectus~~event ismay ~~truthful~~we orissue ~~complete~~shares exceeding the 19.99% ~~Any~~Exchange ~~representation~~Cap towithout ~~the~~shareholder ~~contrary~~approval is(unless aan ~~criminal~~exception ~~offense~~applies).

The ~~date~~Selling ofStockholder, ~~this~~M2B ~~prospectus~~Funding Corp., is ~~January~~an “underwriter” ~~17,~~within ~~2025~~the meaning of Section 2(a)(11) of the Securities Act.

We are not selling any securities under this prospectus and will not receive any proceeds from the sale of shares by the Selling Stockholder. However, we may receive up to $50 million in gross proceeds from sales of Purchase Shares to M2B. The Selling Stockholder may sell the shares at prevailing market prices or negotiated prices. We will bear registration costs.

Our common stock is listed on The Nasdaq Capital Market under the symbol “IQST.” On May 20, 2026, the last reported sale price was $1.28 per share.

Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” beginning on page 6 of this prospectus, and under similar headings in any amendment or supplement to this prospectus or in any other documents incorporated by reference into this prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Prospectus dated May 21, 2026

TABLE OF CONTENTS

INFORMATION CONTAINED IN THIS PROSPECTUS	1
		Page
WHERE YOU CAN FIND MORE INFORMATION	1
About This Prospectus		1
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	2
Prospectus Summary		2
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	3
Risk Factors		6
SUMMARY OF THE OFFERING	4
Cautionary Note Regarding Forward-Looking Statements		9
CONSOLIDATED FINANCIAL DATA	13
The Equity Financing		10
RISK FACTORS	13
Use of Proceeds		12
MANAGEMENT	25
Market Information		13
EXECUTIVE COMPENSATION	30
Dividend Policy		13
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	33
Dilution		13
PRINCIPAL STOCKHOLDERS	33
The Selling Stockholder		14
DESCRIPTION OF CAPITAL STOCK	35
Description of Capital Stock		15
PRIVATE PLACEMENT OF NOTE AND OPTION	38
Plan of Distribution		18
USE OF PROCEEDS	38
Legal Matters		19
SELLING SHAREHOLDER	38
Experts		19
PLAN OF DISTRIBUTION	39
Where You Can Find Additional Information		19
LEGAL MATTERS	42
Incorporation of Certain Information by Reference		20
EXPERTS	42
MATERIAL CHANGES	42
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES	42

iABOUT THIS PROSPECTUS

~~INFORMATION~~The ~~CONTAINED~~registration INstatement ~~THIS~~we ~~PROSPECTUS~~filed with the Securities and Exchange Commission, or the SEC, includes exhibits that provide more detail of the matters discussed in this prospectus. You should read this prospectus, the related exhibits filed with the SEC, and the documents incorporated by reference herein before making your investment decision. You should rely only on the information provided in this prospectus and the documents incorporated by reference herein or any amendment thereto.

WeYou ~~incorporate~~should bynot ~~reference important~~assume that the information ~~into~~contained in this prospectus. ~~You~~is ~~may~~accurate ~~obtain~~on any date subsequent to the date set forth on the front of the document or that any information we have incorporated by reference ~~without~~herein ~~charge~~or bytherein ~~following~~is correct on any date subsequent to the ~~instructions~~date of the document incorporated by reference, even ~~under~~though ~~“Where~~this ~~You~~prospectus ~~Can~~is ~~Find~~delivered, ~~More~~or ~~Information.”~~securities ~~You~~are ~~should~~sold, ~~carefully~~on ~~read~~a ~~this~~later date. This prospectus ascontains ~~well~~or asincorporates ~~additional~~by ~~information~~reference summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete ~~under~~information. ~~“Incorporation~~All of ~~Certain~~the ~~Information~~summaries are qualified in their entirety by ~~Reference,”~~the ~~before~~actual ~~deciding~~documents. Copies of some of the documents referred to herein ~~invest~~have been or will be filed or have been or will be incorporated by reference as exhibits to the registration statement of which this prospectus forms a part, and you may obtain copies of those documents as described in ~~our~~this ~~securities~~prospectus under the heading “Where You Can Find More Information.”

~~Unless~~You ~~the~~should ~~context~~rely ~~otherwise requires,~~only ~~“iQSTEL,”~~on ~~“Company,”~~the ~~“we,”~~information ~~“us”~~that ~~and~~we ~~“our”~~have included ~~refer~~or toincorporated ~~iQSTEL~~by ~~Inc., and~~reference ~~ADI~~in ~~Funding~~this ~~LLC~~prospectus. ~~refer~~Neither towe nor the ~~selling~~Selling ~~shareholder~~Stockholder ~~identified~~has inauthorized ~~the~~any ~~“Selling~~other ~~Shareholder”~~person ~~section~~to ofprovide you ~~this~~with ~~prospectus~~different ~~and its~~information. ~~respective~~If ~~permitted~~anyone ~~transferees,~~provides ~~pledgees,~~you ~~assignees,~~with ~~distributees~~additional, ~~donees~~different or ~~successors~~inconsistent orinformation, ~~others~~you ~~who~~should ~~later~~not ~~hold~~rely ~~any~~on it. ofThis ~~the~~prospectus ~~selling shareholder’s~~is ~~interests~~not inan ~~any~~offer ofto ~~the~~sell these securities. ~~References~~and toit ~~“securities”~~is ~~include~~not ~~any~~soliciting ~~security~~an ~~that~~offer ~~the~~to ~~Selling~~buy ~~Shareholder might~~these ~~offer~~securities ~~under~~in ~~this~~any ~~prospectus~~jurisdiction where the offer or ~~any~~sale ~~prospectus~~is ~~supplement~~not permitted.

WeUnless ~~have~~otherwise ~~filed~~indicated, information contained in or incorporated by reference ~~exhibits~~into this prospectus concerning our business and the industry and markets in which we operate, including with respect to our business prospects, our market position and opportunity, and the ~~registration~~competitive ~~statement~~landscape, is based on information from our management’s estimates, as well as from industry publications, surveys, and studies conducted by third parties. Our management’s estimates are derived from publicly available information, their knowledge of our business and industry, and assumptions based on such information and knowledge, which ~~this~~they ~~prospectus~~believe ~~forms~~to abe ~~part~~reasonable. ~~You~~In ~~should~~addition, ~~read~~while we believe that information contained in the ~~exhibits~~industry publications, ~~carefully~~surveys, ~~for~~and studies has been obtained from reliable sources, we have not independently verified any of the data contained ~~provisions~~in ~~that~~these ~~may~~third-party besources, ~~important~~and the accuracy and completeness of the information contained in these sources is not guaranteed. Although we are not aware of any misstatements regarding the market and industry data presented in this prospectus and the documents incorporated herein by reference, these estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” in this prospectus, and under similar headings in the other documents that are incorporated by reference into this prospectus, including in our Annual Report on Form 10-K filed on April 6, 2026, amended on April 23, 2026, and our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Accordingly, you should not place undue reliance on this information.

We have not authorized any dealer, salesperson or other person to give any information or to make any representation other than those contained or incorporated by reference in this prospectus. You must not rely upon any information or representation not contained or incorporated by reference in this prospectus. This prospectus does not constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered securities to which it relates, nor does this prospectus constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. You should not assume that the information contained in this prospectus is accurate on any date subsequent to the date set forth on its front cover or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus is delivered or securities are sold on a later date. Our business, financial condition, results of operations and prospects may have changed since those dates.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act for the securities being offered by this prospectus. This prospectus, which is part of the registration statement, does not contain all of the information included in the registration statement and the exhibits. For further information about us and the securities offered by this prospectus, you should refer to the registration statement and its exhibits. References in this prospectus to any of our contracts or other documents are not necessarily complete, and you should refer to the exhibits attached to the registration statement for copies of the actual contract or document. SEC filings are also available to the public at the SEC’s website at www.sec.gov.

We are subject to the reporting and information requirements of the Exchange Act and, as a result, we file periodic and current reports, proxy statements and other information with the SEC. We make our periodic reports and other information filed with or furnished to the SEC, available, free of charge, through our website as soon as reasonably practicable after those reports and other information are filed with or furnished to the SEC. Additionally, these periodic reports, proxy statements and other information are available for inspection and copying at the public reference room and website of the SEC referred to above.

~~Table~~PROSPECTUS ~~of Contents~~SUMMARY

~~INCORPORATION~~This OFsummary ~~CERTAIN~~highlights ~~INFORMATION~~certain BYinformation ~~REFERENCE~~about us, this offering, and information contained elsewhere in this prospectus and in the documents we incorporate by reference. This summary is not complete and does not contain all of the information that you should consider before making an investment decision. To fully understand this offering and its consequences to you, you should read this entire prospectus carefully, including the factors described under the heading “Risk Factors” in this prospectus beginning on page 6, in our Annual Report on Form 10-K filed on April 6, 2026, amended on April 23, 2026, our Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and the financial statements and all other information incorporated by reference in this prospectus. When used in this prospectus, except where the context otherwise requires, the terms the “Company,” “we,” “us,” “our,” “IQSTEL,” or similar terms refer to IQSTEL Inc. and its subsidiaries.

~~The~~Company SEC allows us to “incorporate by reference” information from other documents that we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus. Information in this prospectus supersedes information incorporated by reference that we filed with the SEC prior to the date of this prospectus. We incorporate by reference into this prospectus and the registration statement of which this prospectus is a part the information or documents listed below that we have filed with the SEC (other than any filing or portion thereof that is furnished, rather than filed, under applicable SEC rules):Overview

•We ~~our~~are ~~Annual~~a ~~Report~~technology oncompany ~~Form~~with ~~10-K~~operations ~~for~~in ~~the~~20 countries ~~year~~(Argentina, ~~ended~~Armenia, ~~December 31~~Austria, ~~2023~~Canada, ~~filed with the SEC on April 1~~Colombia, ~~2024; • our Quarterly Reports on Form 10-Q for the periods ended March 31~~Germany, ~~2024~~Greece, ~~June 30~~Guatemala, ~~2024~~India, ~~and September 30~~Italy, ~~2024~~Pakistan, ~~filed with the SEC on May 15~~Romania, ~~2024~~Serbia, ~~August 14~~Spain, Switzerland, ~~2024~~Turkey, ~~and November 14~~UAE, ~~2024~~UK, ~~respectively;~~USA •and ~~our~~Venezuela) ~~Current~~and ~~Reports~~over on100 ~~Form~~employees ~~8-K~~that ~~(or~~offer ~~Form 8~~leading-~~K/A)~~edge ~~filed~~services ~~with~~through ~~the~~our ~~SEC~~subsidiaries onin ~~November 4~~the telecommunications, ~~2024~~fintech, ~~October~~and ~~22,~~AI-enhanced ~~2024,~~industries. ~~July~~Our 2,global ~~2024,~~presence ~~May~~includes ~~10,~~offices ~~2024,~~in ~~March 3~~USA, ~~2024~~Argentina, ~~February 13~~UK, ~~2024~~Switzerland, ~~February 8~~Turkey, and ~~2024~~Dubai, ~~February~~and 5,we ~~2024,~~target ~~January~~diverse ~~25,~~and ~~2024,~~high-growth ~~January~~markets. 2,We ~~2024,~~maintain ~~June~~more ~~13,~~than ~~2023,~~603 ~~March~~high ~~21,~~value ~~2023,~~network ~~February~~interconnections 6,around ~~2023,~~the ~~December 14~~world, delivering ~~2022,~~international ~~November 18~~voice, ~~2022~~SMS, ~~November 2, 2022, October 6, 2022, October 5, 2022, May 10, 2022,~~ and ~~April~~connectivity ~~26,~~services ~~2022.~~that •form the ~~description~~core of our ~~common~~business. ~~stock~~Our ~~contained~~strategy infocuses ~~our Registration Statement~~ on ~~Form~~leveraging synergies ~~8-A~~among ~~(File~~our ~~No.~~subsidiaries ~~000-55984), filed with the SEC pursuant~~ to ~~Section~~drive ~~12(g) of the Exchange Act on September 5~~innovation, ~~2018,~~operational ~~as may be amended~~efficiency, ~~including~~and ~~any~~growth ~~further~~through ~~amendment~~organic ordevelopment ~~report~~and ~~filed~~strategic ~~hereafter for the purpose of updating such description~~acquisitions.

~~Additionally,~~ ~~all~~Our ~~documents filed~~Telecom byDivision, uswhich ~~with~~represents the ~~SEC~~majority of ~~under~~current ~~Sections~~operations ~~13(a),~~and ~~13(c),~~accounted 14for or91% ~~15(d)~~ of ~~the~~our ~~Exchange~~revenues ~~Act~~for ~~after (i)~~ the ~~date~~year ofended ~~the~~December ~~initial~~31, ~~registration~~2025, ~~statement~~ and ~~prior~~accounted tofor ~~effectiveness~~87% of ~~the~~our ~~registration~~revenues for ~~statement, and (ii)~~ the ~~date~~three ofmonths ~~this~~ended ~~prospectus~~March ~~and~~31, ~~before~~2026, ~~the~~offers ~~termination~~Voice orover ~~completion of~~Internet ~~any~~Protocol ~~offering~~(VoIP), ~~hereunder~~SMS, ~~shall~~proprietary beInternet ~~deemed~~of toThings be(IoT) ~~incorporated~~solutions, and byinternational ~~reference~~fiber-optic ~~into~~connectivity ~~this~~through ~~prospectus~~its ~~from~~subsidiaries: ~~the~~Etelix ~~respective~~(www.etelix.com), ~~dates~~SwissLink ofCarrier ~~filing of~~(www.swisslink-carrier.com), ~~such~~Smartbiz ~~documents~~Telecom (www.smartbiztel.com), ~~except~~Whisl ~~that~~Telecom we(www.whisl.com), doIoT ~~not~~Labs ~~incorporate~~(www.iotlabs.mx), ~~any~~QGlobal ~~document~~SMS ~~or portion of a document that is “furnished” to the SEC~~(www.qglobalsms.com), ~~but~~and ~~not~~QXTEL ~~deemed~~Limited ~~“filed~~(www.”qxtel.com).

~~Upon~~Also ~~written~~under ~~or oral request made to us at~~ the ~~address~~Telecom ~~or telephone number below~~Division, weour ~~will,~~developing ~~at no cost to the requester, provide to each person, including any beneficial~~Blockchain ~~owner,~~Platform toBusiness ~~whom~~Line ~~this~~offers ~~prospectus~~our isproprietary ~~delivered,~~Mobile aNumber ~~copy~~Portability ofApplication ~~any or all of the information that has been incorporated by reference in this prospectus~~ (~~other than an exhibit to a filing, unless that exhibit is specifically incorporated by reference into that filing~~MNPA), ~~but~~through ~~not delivered with this prospectus. You may also access this information on~~ our ~~website~~subsidiary, atitsBchain (www.~~iqstel~~itsbchain.com ~~and the URL where incorporated reports and other reports may be accessed is http://iqstel~~).~~com/investors.~~

~~Alvaro~~ ~~Quintana~~The ~~Cardona~~Company’s developing Fintech Business Line offers a complete Fintech ecosystem including a MasterCard Debit Card, US Bank Account (No SSN Needed), and a Mobile App/Wallet for remittances and mobile top-up services. Our Fintech subsidiary, Global Money One Inc., aims to provide immigrants access to reliable financial services that makes it easier to manage their money and stay connected with their families back home. Additionally, GlobeTopper LLC (www.globetopper.com), our most recent acquisition, supports expansion and integration of our business divisions through its B2B digital gift card and incentives platform, which represented 13%, 9% and 0% of our revenues for the three months ended March 31, 2026 and the years ended December 31, 2025 and 2024, respectively.

~~Chief~~Our ~~Financial~~Artificial ~~Officer~~Intelligence (AI) division, Reality Border (www.realityborder.com), initially developed an AI-enhanced immersive digital experience platform. Building on that early development work—including conversational interfaces, multilingual models, and AI-driven workflows—Reality Border now develops practical AI software solutions for enterprise and telecommunications applications.

~~iQSTEL~~ Reality ~~Inc~~Border currently serves as IQSTEL’s AI innovation and product development platform. Its activities include AI agents and related software solutions designed for web, voice, and contact center environments, as well as integration with telecommunications infrastructure, business systems, and security layers. The Company’s AI strategy includes solutions such as Airweb.ai for AI-powered customer engagement across web and phone channels, IQ2Call.ai for AI-enabled call center and customer care applications, and IQCortex.ai for broader AI platform capabilities and enterprise use cases.

~~300~~ Reality ~~Aragon~~Border’s ~~Avenue~~current development efforts include software functionality, ~~Suite~~workflow ~~375~~orchestration, multilingual interaction, system integration, and operational deployment models intended for business use. Reality Border’s earlier immersive platform work contributed to capabilities that are now being applied in its AI products; however, the current business emphasis is on AI solutions for enterprise and telecommunications operations rather than metaverse-based environments.

~~Coral~~The ~~Gables,~~information FLcontained ~~33134~~on our websites is not incorporated by reference into this prospectus and should not be considered part of this or any other report filed with the SEC.

Phone: (954) 951-8191

Except as expressly provided above, no other information, including none of the information on our website, is incorporated by reference into this prospectus or any supplement to this prospectus. You should not consider any information on, or that can be accessed through, our website as part of this prospectus or any supplement to this prospectus (other than those filings with the SEC that we specifically incorporate by reference into this prospectus or any supplement to this prospectus).

Any statement contained in a document incorporated or deemed to be incorporated by reference in this prospectus will be deemed modified, superseded or replaced for purposes of this prospectus to the extent that a statement contained in this prospectus modifies, supersedes or replaces such statement.

~~Table~~Selected ofRisks ~~Contents~~Related to our Business

~~CAUTIONARY~~Our ~~NOTE~~business ~~REGARDING~~is ~~FORWARD~~subject to numerous risks, including risks that may prevent us from achieving our business objectives or may adversely affect our business, financial condition, results of operations, cash flows and prospects that you should consider before making an investment decision. Some of the more significant risks and uncertainties relating to an investment in our company are listed below. These risks are more fully described along with other risks in the section titled “Risk Factors” in this prospectus and in Part I, Item 1A of our Annual Report on Form 10-~~LOOKING~~K ~~STATEMENTS~~for the year ended December 31, 2025, which are incorporated by reference into this prospectus.

~~This~~Additional ~~prospectus~~risks ~~contains forward-looking~~and ~~statements.~~uncertainties ~~All~~not ~~statements~~presently ~~other~~known to ~~than~~us ~~statements~~or ofthat ~~historical~~we ~~facts~~currently ~~contained~~deem inimmaterial ~~this~~may ~~prospectus,~~also ~~including~~impair ~~statements regarding~~ our ~~future results of operations and financial position,~~ business ~~strategy, prospective products, product approvals, timing and likelihood of success, plans and objectives of management for future~~ operations~~, and future results of current and anticipated products are forward-looking statements~~. ~~These~~You ~~statements~~should ~~involve~~be ~~known~~able ~~and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements~~ to bebear ~~materially~~a ~~different~~complete ~~from~~loss ~~any~~of ~~future results, performance or achievements expressed~~your ~~or implied by the forward-looking statements~~investment.

~~In some cases, you can identify~~§ forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements in this prospectus are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this prospectus and are subject to a ~~number~~history of ~~risks,~~operating ~~uncertainties~~losses and ~~assumptions.~~may ~~Because forward-looking statements are inherently~~continue ~~subject~~ to ~~risks~~incur ~~and~~losses uncertainties, some of which cannot be predicted or quantified and some of which are beyond our control, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in ~~our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in~~ the ~~forward-looking statements~~future. ~~Moreover,~~ weOur ~~operate~~consolidated infinancial an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for us to predict all risk factors and uncertainties. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements ~~contained~~contain ~~herein, whether as~~ a ~~result~~going ofconcern ~~any new information, future events, changed circumstances or otherwise~~qualification.

~~This prospectus also contains~~§ ~~estimates~~We ~~and~~face ~~other~~intense ~~statistical~~competition ~~data~~in ~~made~~the ~~by independent parties and by us relating to market size and growth and other data about our industry. This data involves a number of assumptions and limitations~~telecommunications, ~~and you are cautioned not to give undue weight to such estimates.~~ ~~In addition~~fintech, ~~projections, assumptions~~ and ~~estimates~~emerging ofAI ~~our future performance~~ and ~~the~~cybersecurity ~~future performance of the~~ markets. inLarger ~~which~~competitors wewith ~~operate are~~greater ~~necessarily~~resources ~~subject~~could toerode aour ~~high~~market ~~degree~~share ofor ~~uncertainty and risk~~margins.

~~SUMMARY~~§ Our OFgrowth ~~THE~~strategy ~~OFFERING~~depends heavily on acquisitions. We may fail to identify suitable targets, successfully integrate acquired businesses, or realize expected synergies.

~~This summary highlights~~§ ~~information~~A ~~contained~~substantial ~~elsewhere~~portion ~~in this prospectus. This summary does not contain all~~ of ~~the~~our ~~information~~revenue ~~that~~comes ~~you~~from ~~should~~a ~~consider before~~limited ~~deciding~~number toof ~~invest in our securities. You should read this entire prospectus carefully~~customers, ~~including~~making ~~the~~us ~~“Risk~~vulnerable ~~Factors”~~to ~~section in this prospectus and under similar captions in~~ the ~~documents~~loss ~~incorporated~~of bykey ~~reference into this prospectus~~clients.

~~Business~~§ We ~~Overview~~are exposed to risks from our international operations, including currency fluctuations, regulatory changes, political instability, and trade restrictions.

~~iQSTEL Inc. (www.iqstel.com)~~§ isWe aface ~~technology~~significant ~~company~~cybersecurity ~~with~~threats ~~a presence in 20 countries~~ and ~~over 100 employees that offers leading-edge services through its four business~~increasing ~~divisions~~regulatory inscrutiny ~~the~~regarding ~~telecommunications,~~data ~~electric~~privacy ~~vehicle~~and ~~(EV)~~security, ~~fintech,~~which ~~and~~could ~~AI-enhanced~~result ~~metaverse industries. Our presence is global, with offices~~ in ~~Miami~~breaches, ~~Venezuela~~fines, ~~Argentina,~~or ~~UK,~~reputational ~~Switzerland, Turkey, and Dubai, we target diverse and high-growth markets~~damage. We maintain more than 400 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 11 subsidiaries to drive innovation and capture emerging opportunities.

~~Our Telecom Division, which~~§ ~~represents~~Sales ~~the majority~~ of ~~current~~common ~~operations~~stock ~~and~~under ~~which also represents the source for all of~~ our ~~revenues~~equity ~~for~~line ~~the~~with ~~financial periods presented,~~M2B ~~offers~~Funding ~~Voice over Internet Protocol (VoIP)~~Corp., ~~SMS,~~including ~~proprietary~~the ~~Internet~~issuance of ~~Things~~Purchase ~~(IoT)~~Shares ~~solutions (www.iotsmartgas.com~~ and ~~www.iotsmarttank.com)~~Commitment Shares, ~~and~~ ~~international~~will ~~fiber-optic~~dilute ~~connectivity~~existing ~~through~~stockholders ~~its~~and ~~subsidiaries:~~may ~~Etelix~~depress ~~(www.etelix.com), SwissLink Carrier (www.swisslink-carrier.com),~~our ~~Smartbiz~~stock ~~Telecom~~price ~~(www.smartbiztel.com),~~due ~~Whisl~~to ~~Telecom~~the ~~(www.whisl.com),~~discounted ~~IoT~~purchase ~~Labs~~price ~~(www.iotlabs.mx),~~and ~~QGlobal~~potential ~~SMS~~immediate ~~(www.qglobalsms.com),~~resales ~~and QXTEL~~by ~~Limited~~the ~~(www~~investor.~~qxtel.com).~~

§ Our ability to access the full $50 million commitment under the equity line may be limited by volume restrictions, market conditions, the Nasdaq 19.99% Exchange Cap, or the beneficial ownership limitation.

§ We may require additional capital to fund operations and growth initiatives. Future financings could be dilutive or on unfavorable terms.

§ Our stock price has been and may continue to be volatile due to market conditions, trading volume, or company-specific developments.

§ We depend on key personnel, including members of our executive team. The loss of their services could harm our business.

§ Regulatory changes in telecommunications (such as licensing and interconnection rules) or fintech (such as remittances and anti-money laundering requirements) could adversely affect our operations.

The M2B Equity Line

On April 30, 2026, we entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) with M2B Funding Corp. (“M2B”), pursuant to which M2B has committed to purchase, at our sole discretion, up to $50,000,000 of our common stock over a period of up to 60 months, subject to the terms and conditions contained in the agreement.

~~Table~~Under the Purchase Agreement, we may from time to time deliver a purchase notice to M2B specifying the number of ~~Contents~~shares we wish to sell. The material terms include:

~~Also~~Purchase ~~under~~Price: 94% of the ~~Telecom~~lowest ~~Division,~~daily ~~our~~volume-weighted ~~developing~~average ~~BlockChain~~price ~~Platform Business Line~~ (~~www.itsbchain.com~~“VWAP”) ~~offers~~of our ~~proprietary~~common ~~Mobile~~stock ~~Number~~during ~~Portability~~the ~~Application~~six ~~(MNPA) to~~Trading ~~serve~~Days following delivery of the purchase notice. This structure results in~~-country~~ ~~portability~~M2B ~~needs~~purchasing ~~through~~shares ~~its~~at ~~subsidiary,~~a ~~itsBchain~~6% discount to the lowest price in the pricing period.

~~Our~~Purchase ~~developing~~Limits: ~~Fintech~~For ~~Business~~each purchase, ~~Line~~the ~~(www.globalmoneyone.com)~~number ~~(www.maxmo.vip)~~of ~~offers~~shares ais ~~complete~~limited ~~Fintech~~to ~~ecosystem~~the ~~MasterCard~~lesser ~~Debit~~of ~~Card,~~(i) US75% ~~Bank~~of ~~Account~~the ~~(No~~average ~~SSN~~daily ~~Needed), Mobile~~trading ~~App/Wallet~~volume ~~(Remittances,~~over ~~Mobile~~the ~~Top~~five ~~Up).~~Trading ~~Our~~Days ~~Fintech~~preceding ~~subsidiary~~the purchase notice, ~~Global~~(ii) ~~Money~~25% ~~One,~~of isthe totrading ~~provide~~volume ~~immigrants~~on ~~access~~the topurchase ~~reliable financial~~notice ~~services~~date, ~~that~~or ~~makes~~(iii) itshares ~~easier~~having toa ~~manage~~value ~~their~~of ~~money~~$500,000. We and ~~stay~~M2B ~~connected~~may mutually ~~with~~agree ~~their~~to ~~families~~increase ~~back~~any ~~home~~individual purchase amount.

~~Our~~Beneficial ~~developing~~Ownership ~~Electric~~Limitation: ~~Vehicle~~As of the date of any Closing, the number of Put Shares to be purchased by M2B shall not cause M2B (EVtogether with its affiliates) ~~Business~~to ~~Line~~beneficially own ~~(www~~more than the Beneficial Ownership Limitation.~~evoss.net~~ The Beneficial Ownership Limitation is defined as the lesser of: (i) ~~offers~~4.99% ~~electric~~of ~~motorcycles~~the ~~for~~number of ~~work~~shares ~~and~~of ~~recreational~~common ~~use~~stock inoutstanding immediately after giving effect to the ~~USA~~issuance, ~~Spain,~~or ~~Portugal,~~(ii) ~~Panama,~~19.99% ~~Colombia,~~of the number of shares of common ~~and~~stock ~~Venezuela.~~outstanding ~~EVOSS~~as of the date the applicable Put Notice is ~~also~~submitted ~~working~~(excluding onshares ~~the~~held ~~development~~by affiliates of anthe EVCompany). ~~Mid~~M2B ~~Speed~~may increase ~~Car~~or decrease the Beneficial Ownership Limitation by written notice to ~~serve~~the Company; provided, however, that the ~~niche~~Beneficial Ownership Limitation may in no event exceed 9.99% of the ~~2nd~~shares ~~car~~outstanding immediately after the issuance. Any increase in the ~~family~~limitation will not become effective until the 61st day after such notice is delivered.

~~Our~~Negative ~~developing~~Covenants: ~~Artificial Intelligence~~M2B ~~(AI)-Enhanced Metaverse Division (information and content) (www.realityborder.com)~~ is ~~currently developing a groundbreaking~~prohibited ~~white-label~~from ~~solution~~engaging ~~designed~~in ~~specifically~~any ~~for~~short ~~corporations,~~sales ~~businesses, and the telecommunications industry. Delivering a full suite~~ of ~~immersive~~our ~~content~~common ~~services,~~stock ~~creating~~or aany ~~comprehensive~~hedging ~~virtual~~transaction ~~experience~~ that ~~can~~establishes bea ~~accessed~~net ~~through~~short ~~the~~position ~~Web~~with orrespect to our ~~proprietary~~common ~~mobile apps.~~stock ~~The~~during ~~features include up to four simultaneous video screens for versatile content presentation, various virtual halls such as~~ the ~~main~~ ~~hall,~~term ~~home~~of 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,~~Purchase ~~offering our customers a collective and fully immersive experience that caters to diverse needs such as content acquisition, entertainment, and shared virtual experiences~~Agreement. ~~It is a future-ready platform that encourages creativity, connectivity, and collaboration like never before.~~

~~Our~~Facility ~~developing~~Fee ~~metaverse~~/ Commitment Shares: As ~~leverages~~consideration ~~advanced~~for AIM2B’s commitment, we agreed to ~~introduce~~issue ~~Non-Player~~Commitment ~~Characters~~Shares ~~(NPCs)~~having ~~that~~an ~~significantly~~aggregate ~~enhance~~value ~~user~~of ~~engagement~~$1,000,000 ~~and~~(2% ~~functionality~~of ~~within~~the ~~virtual~~Total ~~environments~~Commitment). ~~These~~This ~~NPCs~~consists ~~are~~of ~~not~~(i) ~~mere~~$500,000 ~~static~~in ~~elements;~~Initial ~~rather,~~Commitment ~~they~~Shares ~~are~~issued ~~powered~~on bythe ~~OpenAI's~~Execution ~~latest~~Date ~~language~~and ~~models~~(ii) $500,000 ~~enabling~~in ~~dynamic~~Deferred ~~interaction~~Commitment ~~with~~Shares ~~users.~~issued ~~This~~on AIthe 12-~~driven~~month ~~interaction~~anniversary ~~allows~~of ~~NPCs~~the toExecution ~~serve~~Date as(or ~~sales~~immediately ~~and~~upon ~~brand~~any ~~assistants,~~earlier ~~guiding~~termination ~~users~~of ~~through~~the ~~immersive~~Agreement). ~~experiences~~The number ~~that~~of ~~can~~shares ~~extend~~is todetermined ~~purchasing~~based ~~products~~on ~~from~~the ~~external~~closing ~~websites.~~price ~~Furthermore,~~of ~~these~~our ~~intelligent~~common ~~agents~~stock ~~can~~on ~~control~~the ~~access~~Trading toDay ~~gated~~immediately ~~spaces within~~preceding the ~~metaverse~~applicable ~~based~~issuance date. onAll ~~user~~Commitment ~~interactions,~~Shares ~~showcasing~~are subject to a ~~personalized~~daily ~~approach~~volume torestriction ~~user~~of ~~experience~~20% of the applicable trading volume.

ARegistration ~~key~~Rights: ~~innovation~~We inare ~~our AI~~required ~~implementation is the NPCs' ability~~ to ~~autonomously~~file ~~make~~a ~~decisions~~resale ~~based~~registration onstatement ~~their~~covering ~~understanding~~the ofshares ~~user~~issuable ~~interactions.~~under ~~This is achieved through state-of-~~the~~-art~~ ~~natural~~Purchase ~~language~~Agreement ~~processing~~ and ~~understanding~~to ~~capabilities,~~use ~~which are supported in seven languages. Additionally,~~ our ~~NPCs~~best ~~utilize~~efforts ~~advanced text-~~to~~-speech~~ ~~and speech-to-text technologies to facilitate seamless communication with users across diverse~~have ~~linguistic~~it ~~backgrounds.~~declared ~~The~~effective ~~incorporation~~within ofspecified ~~"function call" features further enhances the NPCs' ability to perform complex tasks and interact meaningfully with the environment and the users~~timeframes.

~~Our~~Nasdaq ~~reference~~Exchange toCap: ~~our technology as "cutting-edge" is grounded in our commitment to continuous improvement and innovation.~~ We ~~consistently~~may ~~integrate~~not ~~the latest~~issue ~~advancements~~shares inexceeding ~~AI,~~19.99% ~~particularly in the areas~~ of ~~chatbots,~~our ~~language~~outstanding ~~understanding,~~common ~~and~~stock ~~user~~on ~~interaction~~the ~~technologies.~~execution ~~This~~date ~~ensures~~of ~~that our metaverse remains at~~ the ~~forefront~~Purchase ofAgreement AIwithout ~~application~~first inobtaining ~~virtual~~stockholder approval ~~spaces,~~(unless ~~offering~~ an ~~unparalleled~~applicable ~~user~~exception ~~experience that goes beyond traditional virtual environments~~applies).

WeSales ~~are~~of ~~currently~~common instock anto ~~advanced~~M2B under the Purchase Agreement ~~phase~~will ofdilute ~~development,~~existing ~~with~~stockholders. ~~ongoing~~Because ~~enhancements~~the shares are purchased at a discount to AImarket ~~functionalities~~price and ~~user~~M2B ~~interaction~~may ~~models.~~resell ~~Our~~them ~~team~~into isthe ~~dedicated~~market, such tosales ~~exploring and~~could ~~implementing~~exert ~~the~~downward ~~latest~~pressure AIon ~~technologies~~the totrading ~~ensure~~price ~~that~~of our ~~metaverse~~common ~~remains~~stock. aThe ~~leading~~full ~~example~~terms of ~~innovation~~the Purchase Agreement are set forth in ~~virtual~~the ~~space~~agreement ~~technology~~filed as an exhibit to the registration statement of which this prospectus forms a part.

Corporate Information

IQSTEL Inc. was incorporated under the laws of the State of Nevada on June 24, 2011, under the name B-Maven Inc. The Company changed its name to PureSnax International, Inc. on September 18, 2015, and subsequently changed its name to IQSTEL Inc. on August 7, 2018.

Our principal executive offices are located at 300 Aragon Avenue, Suite 375, Coral Gables, Florida 33134, and our telephone number is (954) 951-8191. Our corporate website address is www.iqstel.com. We make available on or through our website our periodic reports that we file with the Securities and Exchange Commission. Information contained in, or accessible through, our website is not a part of this prospectus, and the inclusion of our website address in this prospectus is an inactive textual reference only. The contents of our website are not incorporated by reference into this prospectus and shall not be deemed “filed” under the Securities Exchange Act of 1934, as amended.

~~Table~~THE ~~of Contents~~OFFERING

WeThe ~~are~~following asummary ~~“smaller~~contains ~~reporting company”~~basic asinformation ~~defined~~about inthis ~~Item 10(f)(1) of Regulation S-K~~offering. ~~Smaller reporting companies may take advantage of certain reduced disclosure~~The ~~obligations,~~summary ~~including,~~is ~~among~~not ~~other~~intended ~~things,~~to ~~providing~~be ~~only two years of audited financial statements~~complete. WeYou ~~will~~should ~~remain~~read ~~a smaller reporting company until~~ the ~~last~~full ~~day~~text of the fiscal year in which (1) the market value of our common stock held by non-affiliates exceeds $250 million as of the prior June 30, or (2) our annual revenues exceeded $100 million during such completed fiscal year and ~~the~~more ~~market~~specific ~~value~~details ofcontained ~~our common~~elsewhere ~~stock~~in ~~held~~this ~~by non-affiliates exceeds $700 million as of the prior June 30~~prospectus.

The information contained on our websites is not incorporated by reference into this prospectus and should not be considered part of this or any other report filed with the SEC.

*Shares of common stock offered by the Selling Stockholder*	Up to 11,000,000 shares of our common stock, par value $0.001 per share, consisting of (1) up to 10,000,000 shares (the “Purchase Shares”) that may be issued to M2B Funding Corp. from time to time pursuant to the Common Stock Purchase Agreement dated April 30, 2026, and (2) up to 1,000,000 shares (the “Commitment Shares”) that may be issued to M2B Funding Corp. as payment of the facility fee under the Purchase Agreement.
*Shares of common stock outstanding immediately prior to this offering*	Approximately 6,735,946 shares (as of May 20, 2026).
*Terms of the offering*	The Selling Stockholder will determine when and how it will dispose of any shares of our common stock that are registered under this prospectus for resale. See “Plan of Distribution.”
*Use of proceeds*	We will not receive any of the proceeds from the sale of shares of our common stock offered by the Selling Stockholder. However, we may receive up to an aggregate of $50 million in gross proceeds from the sale of our common stock to the Selling Stockholder pursuant to the Purchase Agreement (less any amount paid for the facility fee). The actual proceeds may be less than this amount depending on the number of shares of our common stock sold and the price at which the shares of our common stock are sold. We intend to use any net proceeds that we receive under the Purchase Agreement for working capital, strategic acquisitions, expansion in our fintech, AI, and cybersecurity initiatives, and other general corporate purposes. However, as of the date of this prospectus, we cannot specify with certainty all of the particular uses, and the respective amounts we may allocate to those uses, for any net proceeds we receive. See “Use of Proceeds.”
*Risk factors*	Investing in our securities involves a high degree of risk. You should carefully consider the information set forth in the “Risk Factors” section beginning on page 6 of this prospectus, and in the documents incorporated herein by reference.
*Nasdaq Capital Market symbol*	Our shares of common stock are traded on The Nasdaq Capital Market under the symbol “IQST.”

~~Operating Subsidiaries~~ Outstanding Shares

~~iQSTEL's~~ ~~mission~~The isnumber ~~to serve basic human needs in today's modern world by making the necessary tools accessible regardless~~ of ~~race,~~shares ~~ethnicity, religion, socioeconomic status, or identity. iQSTEL recognizes that in today’s modern world, the pursuit~~ of ~~the~~our ~~human~~common ~~hierarchy~~stock ofto ~~needs (physiological,~~be ~~safety,~~outstanding ~~relationship,~~after ~~esteem,~~this ~~and~~offering ~~self-actualization)~~ is ~~marginalized~~based ~~without~~on ~~access~~approximately ~~to ubiquitous communications~~6, ~~the freedom of virtual banking~~735,946 clean affordable mobility and information and content. iQSTEL has 4 Business Divisions delivering accessibly to the necessary tools in today's pursuit of basic human needs: 1) Telecommunications (communications). 2) Fintech (financial freedom). 3) Electric Vehicles (mobility). 4) Metaverse. (Information and content). The company continues to grow and expand its suite of products and services both organically and through mergers and acquisitions (M&A).

~~Our~~ ~~telecommunication~~shares ~~business currently represents 100%~~ of our ~~revenues,~~common ~~while~~stock ~~our~~outstanding ~~other~~as ~~business~~of ~~lines~~May 20, ~~are~~2026, inand aexcludes: ~~pre-revenue stage.~~

~~Telecom~~shares ~~Subsidiaries~~issuable ~~for~~upon ~~voice~~conversion of our outstanding Series A Preferred ~~services:~~Stock (10,000 shares designated and outstanding);
~~Etelix.com~~shares ~~USA~~issuable ~~LLC,~~upon aconversion ~~wholly owned subsidiary~~ of ~~iQSTEL~~our ~~Inc.,~~outstanding isSeries USB ~~based international telecom carrier founded in 2008 that provides telecom and technology solutions~~Preferred ~~worldwide,~~Stock ~~with commercial presence in North America, Latin America, and Europe. Etelix provides International Long-Distance voice services for Telecommunications Operators~~ (~~ILD Wholesale)~~59,276 ~~and~~shares ~~Submarine Fiber Optic Network capacity for internet (4G and 5G~~outstanding).;
~~Etelix~~ isshares ~~interconnected to~~issuable ~~the~~upon ~~most~~conversion ~~important~~of ~~players~~our inoutstanding ~~the~~Series ~~industry,~~D ~~with a very strong focus on Asian and Latin-American markets, among which it is worth mentioning:~~Preferred ~~China~~Stock ~~Telecom, PCCW, Hutchinson Telecom, Vodafone India, KDDI, Airtel, Reliance, Viettel, TATA Communications, Flow Jamaica~~ (~~Cable and Wireless Caribbean)~~54,964 ~~Cable~~shares ~~and Wireless Panama, Millicom (TIGO~~outstanding),; ~~Telefonica de España (Movistar), Telecom Italia (TIM), Portugal Telecom (MEU), Optimus (NOS), Belgacom (BICS), Deutsche Telekom, iBasis, Orbitel~~ and ~~Entel.~~
Anany ~~important~~additional ~~milestone~~shares ~~in the~~that ~~evolution~~may ~~of Etelix was in 2013, when the company~~ become ~~part~~issuable ofunder ~~a consortium of major carriers for the upgrade of the Maya~~anti-1dilution ~~submarine~~or ~~cable~~similar ~~systems that runs from Hollywood, Florida to the city of Tolu in Colombia~~provisions. This consortium is led by Orange Telecom and Orbitel, where Etelix participates with 10 Gbps of capacity. The bulk of this contract was sold to Millicom (Tigo Costa Rica). This capacity considerably enhanced Tigo’s ability to deploy world-class 4G services to its customers in Costa Rica.

~~SwissLink~~Unless ~~Carrier~~otherwise ~~AG is a 51% owned subsidiary of iQSTEL Inc. SwissLink Carrier AG is a Switzerland based international Telecommunications Carrier founded in 2015 providing international VoIP connectivity worldwide~~indicated, ~~with~~all ~~commercial~~information ~~presence~~ in ~~Europe,~~this ~~CIS~~prospectus ~~and Latin America. SwissLink Carrier~~assumes AGno isconversion ~~a Swiss licensed Operator. The acquisition~~ of ~~Swisslink~~outstanding ~~strengthened~~preferred ~~the Company’s presence in Europe putting us in a very competitive position to capture traffic to Asian and African countries~~stock. Africa continues to be the market with the higher contribution to margin and Asia concentrate one third of the termination traffic in the industry. Estimations show that more than 50% of the traffic terminating in Africa is originated from customers in Europe; while the corresponding percentage of traffic terminated in Asia is close to 40%. Based on these numbers the goal to expand the participation in the Asian and African traffic goes through establishing a strong presence in Europe.

~~Table~~RISK ~~of Contents~~FACTORS

~~Whisl~~Investing ~~Telecom~~in ~~LLC~~our issecurities involves a ~~51%~~high degree ~~owned~~of ~~subsidiary~~risk. This prospectus does not describe all of ~~iQSTEL~~the ~~Inc~~risks we face. You should carefully consider the risks described below, ~~acquired~~together with the risks described under the caption “Risk Factors” in ~~May~~our ~~2022.~~Annual ~~Whisl~~Report ~~Telecom~~on isForm an10-K USfor ~~based~~the ~~Company~~year ~~that~~ended ~~provides~~December ~~high~~31, 2025 ~~quality~~(as ~~services~~amended), and ~~“out of~~in ~~the~~our ~~box”~~subsequent ~~solutions~~Quarterly toReports ~~its~~on ~~customers.~~Form ~~Whisl~~10-Q ~~predominantly~~and ~~serves~~Current ~~the~~Reports ~~Carrier~~on Form 8-K, which are incorporated by reference into this prospectus. Additional risks and uncertainties not presently known to~~-Carrier~~ ~~Global~~us ~~industry~~or ~~but~~that ~~also~~we ~~has~~currently ~~network~~deem ~~infrastructure~~immaterial may also adversely toaffect ~~provide~~our ~~services~~business, tofinancial ~~the~~condition, ~~retail~~results ~~end~~of ~~users~~operations, ~~(endpoints)~~and prospects. ~~Whisl~~If ~~Telecom~~any isof ~~one~~these risks actually occurs, our business, financial condition, results of ~~the~~operations, ~~few~~and USprospects ~~carriers~~could tobe ~~have~~materially aand ~~significant~~adversely ~~Tier1~~affected. ~~capacity (true~~In ~~capacity~~such ~~with~~an ~~high~~event, ~~calls~~the ~~per~~market ~~second~~price of our common stock could decline, ~~CPS)~~and toyou ~~terminate~~may ~~calls~~lose ~~with~~all ~~the~~or ~~highest~~part ~~quality~~of your investment.

~~With~~Risks ~~the~~Related ~~acquisition of Whisl Telecom, iQSTEL incorporated~~ to ~~its~~Our ~~telecom~~Common ~~portfolio~~Stock ~~the following services: (1) US/Canada Inbound/Origination. (2) US/Canada DIDs. (3) US/Canada Toll Free Numbers. (4) Global DIDs~~ and ~~(5)~~this ~~Global Toll-Free Numbers.~~Offering

~~Smartbiz~~It ~~Telecom LLC~~ is ~~a 51%~~not ~~owned~~possible ~~subsidiary~~to ofpredict ~~iQSTEL~~the ~~Inc.~~actual ~~acquired~~number of inshares ~~June~~we ~~2022.~~will ~~Smartbiz~~sell isunder anthe USPurchase ~~based~~Agreement ~~Company that provides international voice termination~~ to ~~niche~~M2B, ~~markets.~~or ~~With~~the ~~this~~actual ~~acquisition~~gross ~~iQSTEL~~proceeds isresulting ~~expanding~~from ~~its~~those ~~telecommunication services offer to markets the company was not serving before~~sales.

~~With~~On April 30, 2026, we entered into the ~~combination~~Common Stock Purchase Agreement with M2B Funding Corp. (“M2B”), pursuant to which M2B committed to purchase up to $50,000,000 of our common stock, subject to certain limitations and conditions. We have the right to control the timing and amount of any sales of common stock ~~technology~~to ~~capabilities~~M2B, but we are unable to control the market price of ~~these~~our ~~four~~common ~~subsidiaries~~stock at the time such shares are sold or the purchase price per share M2B will pay. Our decision to sell shares, ~~iQSTEL~~if ~~has~~any, ~~put~~will ~~together~~depend aon ~~complete~~market ~~portfolio~~conditions, the trading price of ~~services~~our ~~for~~common ~~carriers~~stock, our capital needs, and ~~end~~other ~~user~~factors. ~~These~~ ~~services~~We ~~include:~~may ultimately decide to sell to M2B all, some, or none of the shares available under the Purchase Agreement.

•Although ~~International~~the ~~Voice~~Purchase ~~Termination~~Agreement ~~for~~provides ~~carriers.~~that •we ~~US/Canada~~may sell ~~Inbound~~up /to ~~Origination.~~$50,000,000 •of ~~Global~~our ~~DIDs.~~common •stock ~~Global~~to ~~Toll-Free~~M2B, ~~Numbers~~we may be limited by the 19.99% •Nasdaq ~~PBX~~Exchange Cap unless we obtain stockholder approval (~~Private~~or ~~Branch~~an ~~Exchange~~applicable exception applies). ~~for~~If ~~small~~we ~~businesses.~~sell •only ~~SIP~~the ~~Trunking~~maximum number of shares permitted without exceeding the Exchange Cap, the actual gross proceeds may be substantially less than $50,000,000, which could materially and adversely affect our liquidity.

~~QXTEL~~Because ~~Limited~~the ispurchase aprice ~~51%~~per ~~owned subsidiary~~share ofwill ~~iQSTEL~~be ~~Inc.~~94% ~~acquired in April 2024. QXTEL is one~~ of the ~~most~~lowest ~~advanced~~daily &VWAP ~~diversified~~during ~~telecommunications~~the ~~and~~six-trading-day ~~technology services~~pricing ~~provider~~period, ~~focused~~it onis ~~platform~~not ~~services~~possible for ~~wholesale,~~us ~~retail~~to ~~and~~predict, ~~cloud~~as ~~communications~~of ~~service~~the ~~providers,~~date ~~wholesale~~of ~~carrier~~this ~~voice~~prospectus, ~~wholesale~~the ~~carrier~~number ~~messaging~~of ~~(A2P~~shares ~~SMS)~~we ~~and~~will ~~carrier~~sell ~~technology~~to ~~services~~M2B, ~~with over 20 years in~~ the ~~telecom~~actual ~~industry~~purchase ~~switching~~price ~~more~~per ~~than~~share, ~~5 billion~~or ~~voice~~the &aggregate ~~A2P~~gross ~~SMS~~proceeds ~~transactions~~we ~~over~~will ~~200 interconnections worldwide. QXTEL is headquartered in London (UK) with regional offices in Florida (USA)~~receive, ~~Buenos~~if ~~Aires (Argentina), Dubai (UAE), Belgrade (Serbia) and Istanbul (Turkey)~~any.

The ~~voice~~Selling ~~services~~Stockholder ~~represented in~~will ~~year~~pay ~~2023~~less ~~46.85%~~than of the ~~total~~then-prevailing ~~revenue~~market price offor ~~the~~our ~~company~~common ~~($67~~stock,~~698,574~~ ~~out~~which ofcould cause the ~~total~~price ~~$144,502,351) while in year 2022 voice services represented 42.50%~~ of ~~the~~our ~~total~~common ~~revenue~~stock ~~($39,614,081~~to ~~out of the total $93,203,532)~~decline.

~~All~~The ~~our~~shares ~~subsidiaries~~sold ~~carried~~to M2B will be purchased at a price ~~4.2~~equal ~~billion~~to ~~minutes~~94% of ~~voice~~the lowest daily VWAP during ~~year~~the ~~2023~~six-trading-day pricing period, ~~compared~~representing toa 26% discount.7 ~~billion~~This indiscounted ~~year~~pricing ~~2022~~gives M2B a financial incentive to sell the shares promptly after purchase to realize a profit. ~~This~~Such ~~represents~~immediate anor ~~increase~~near-term resales could cause the market price of ~~56%~~our ~~year~~common ~~over~~stock ~~year~~to decline.

~~Telecom~~In ~~Subsidiaries~~addition, ~~for~~if we elect to pay the facility fee in ~~SMS~~shares ~~services:~~of common stock rather than cash, those Commitment Shares will be priced based on the five-day VWAP following effectiveness of this registration statement, which may also be below the prevailing market price at the time of issuance or resale.

~~QGlobal~~Because ~~SMS~~M2B ~~LLC~~ is ~~a 100%~~not ~~owned~~restricted ~~subsidiary~~from ofselling ~~iQSTEL~~the ~~Inc.~~shares during ~~QGlobal~~or ~~SMS~~immediately isafter athe ~~USA~~pricing ~~based~~period ~~company~~(subject ~~founded~~only into ~~2020~~the ~~specialized~~20% indaily ~~international~~volume ~~and~~limitation ~~domestic~~on ~~SMS~~Commitment Shares, if applicable), ~~termination.~~the ~~QGlobal~~market ~~SMS~~may ~~has~~perceive ~~commercial~~ongoing ~~presence~~downward inpressure ~~Europe,~~on ~~USA~~our ~~and~~stock ~~Latin~~price ~~America,~~for ~~with~~as ~~robust~~long ~~international~~as ~~interconnection~~the ~~with~~facility ~~Tier-1 SMS~~remains ~~Aggregators,~~available. ~~guarantying~~This toperception ~~its~~alone could ~~customers~~contribute ~~high~~to ~~quality~~a ~~and~~decline ~~low~~in ~~termination~~our ~~rates~~stock price, ineven ~~over~~if ~~more~~M2B ~~than~~does ~~100~~not ~~countries~~sell all or any of the shares it acquires.

IoT Labs LLC is a 51% owned subsidiary of iQSTEL Inc. IoT Labs is a SMS service provider based in Austin, TX. Specialized in the SMS traffic exchange between US and Mexico.

~~Table~~Sales of ~~Contents~~common stock under the Purchase Agreement will dilute existing stockholders and may depress the market price of our common stock.

~~The~~Any ~~Company~~issuance ~~has~~of ~~entered~~Purchase ~~into the~~Shares ~~SMS~~or ~~business~~Commitment inShares to ~~2020~~M2B ~~through~~will dilute the ~~acquisition~~ownership interests of ~~QGlobal~~our ~~and~~existing ~~IoT Labs~~stockholders. ~~Both~~Because ~~companies~~the ~~specialize~~shares inare ~~international~~sold ~~and~~at ~~domestic~~a ~~SMS~~discount to the market price ~~termination,~~and ~~with~~M2B ~~emphasis~~may onresell them into the ~~Applications~~market, tosuch ~~Person~~sales (~~A2P),~~or ~~Person~~the toperception ~~Person~~that ~~(P2P)~~such ~~and~~sales ~~OmniChannel~~could ~~Marketing~~occur) ~~Services~~could ~~for~~exert ~~several markets:~~downward ~~Wholesale~~pressure ~~Carrier,~~on ~~Government,~~the trading ~~Corporate,~~price ~~Enterprise,~~of ~~Small~~our ~~and~~common ~~Medium Companies~~stock.

The ~~Global~~number ~~A2P SMS Market is expected to grow at a CAGR~~ of ~~4.1%~~shares toultimately ~~account~~offered for ~~US$~~resale by ~~101~~M2B ~~billion~~under inthis ~~2030,~~prospectus ~~according~~depends toon ~~Transparency~~the ~~Market~~number ~~Research.~~of ~~This~~shares ~~market~~we ~~has experienced~~actually ~~significant~~sell ~~growth~~to ~~and~~M2B ~~adoption~~under ~~rate~~the inPurchase ~~the~~Agreement. ~~past~~We ~~few~~cannot ~~years~~predict if and iswhen ~~expected~~M2B tomay ~~experience~~sell ~~notable~~such ~~growth~~shares ~~and adoption~~ in ~~years to~~the ~~come~~public markets.

~~Our~~The ~~SMS~~terms ~~services represented in year 2023 53.15%~~ of the ~~total~~Purchase ~~revenue,~~Agreement ~~while~~limit ~~it was 57.50% in year 2022. Gross margin in~~ the ~~SMS business increases in 2023 to 0.62%~~amount ~~from~~of ~~0.40%~~shares inwe ~~year~~may ~~2022.~~issue ~~But it is important~~ to ~~remark that the gross margin of the products deployed by QGlobal SMS was 21%~~M2B, ~~being~~which ~~the main~~may ~~objective~~have inan ~~the~~adverse ~~SMS~~effect ~~segment~~on toour ~~increase the sales of those services due to its huge gross margins~~liquidity.

~~Both~~The ~~companies,~~Purchase ~~IoT~~Agreement ~~Labs~~contains volume-based purchase limits, a $500,000 per-purchase cap (subject to mutual agreement to increase), and ~~QGlobal~~a ~~carried~~4.99 11(or 9.399% ~~billion~~upon ~~SMS~~notice) ~~and~~beneficial ~~short~~ownership limitation. ~~codes~~In inaddition, ~~year~~we ~~2023~~are ~~compared~~subject to 8Nasdaq’s 19.599% ~~billion~~Exchange inCap ~~year~~unless ~~2022.~~stockholder ~~This~~approval ~~represents~~is anobtained. ~~increment~~These ofrestrictions 2mean we cannot guarantee that we will be able to sell the full $50,000,000 commitment amount.8 ~~billion~~If ~~SMS~~we ~~year~~are ~~over~~unable ~~year~~to access the full facility due to these limitations or 32market conditions, we may need to seek alternative financing on less favorable terms, which could materially and adversely affect our liquidity and financial position.~~94%.~~

~~IoT~~We ~~Labs~~may is also responsible for the development of our award-winning Internet of Things devices SmartGas and SmartTank. The SmartGas device is perfectly focused on retail households using traditional LP gas tanks, while the SmartTank device is more oriented for industrial purposes. The Company’s product is a sensor and control chip that can be ~~mounted~~required on gas tanks in less than one minute, that converts the gas tank into an IoT connected device through the Company’s proprietary web portal and phone apps, allowing for constant monitoring, alerting, and refilling through the Company’s gas partners. An important milestone to ~~highlight~~pay ~~is that in 2018 the company received~~ a ~~patent~~substantial ~~in Mexico~~termination ~~for~~fee ~~the~~if ~~invention~~we ~~and~~terminate ~~development of these devices. However, since~~ the ~~end~~Purchase ~~of 2022~~Agreement, wewhich ~~have~~could ~~expanded~~materially ~~the list of certified suppliers~~ and at ~~this~~adversely ~~time~~affect weour ~~have~~liquidity ~~a minimum inventory of parts, pieces~~ and ~~finished~~cause ~~products~~additional dilution to our ~~start the marketing process of both devices~~stockholders.

~~New~~The ~~businesses~~Purchase ~~subsidiaries:~~Agreement allows us to terminate the agreement at any time upon thirty (30) days’ prior written notice to M2B Funding Corp. However, upon any such termination, we are required to pay M2B a termination fee equal to thirty percent (30%) of the aggregate Investment Amounts actually received by the Company from all purchases closed during the thirty (30) Trading Days immediately preceding the delivery of the termination notice, subject to a minimum fee of $200,000. This termination fee is payable, at our election, in cash or in shares of our common stock valued at the average VWAP over the five Trading Days preceding the payment date.

~~ItsBchain LLC is a~~Payment ~~75% owned subsidiary~~ of ~~iQSTEL~~this ~~Inc.~~termination ~~ItsBchain~~fee isin acash ~~blockchain~~would ~~technology~~reduce our ~~developer~~available liquidity and ~~solution~~cash ~~provider,~~resources ~~with~~for aoperations ~~strong~~and ~~focus~~growth ~~on the telecom sector~~initiatives. ~~The~~If ~~company~~paid ~~has~~in ~~focused~~shares, onit ~~the~~would ~~development~~result ofin ~~solutions~~additional ~~aimed~~dilution to atour ~~using~~existing ~~the~~stockholders. ~~blockchain~~In ~~ledger and smart contracts to enable more efficiency~~addition, ~~quickness~~the inexistence ~~execution~~of ~~and~~this ~~fraud-prevention~~potentially insignificant ~~the~~termination ~~telco~~fee ~~industry.~~may ~~Specifically,~~discourage ~~the~~or ~~company~~limit ~~has~~our ~~developed a solution~~ability ~~that~~or ~~will~~willingness ~~enable users and carriers~~ to ~~transfer~~terminate ~~mobile~~the ~~phone~~Purchase ~~numbers~~Agreement ~~with~~and ~~just~~pursue aalternative ~~few~~financing ~~clicks~~arrangements, ~~allowing~~even ~~users~~if ~~and~~doing ~~carriers~~so ~~the~~would ~~ability~~otherwise tobe ~~transfer~~in ~~retail~~the ~~users~~best ~~from~~interests ~~one~~of ~~mobile~~the ~~carrier~~Company toand ~~another~~its ~~instantly~~stockholders.

~~The~~Management ~~Company~~ has ~~done~~broad ~~research covering~~discretion 35as ~~countries~~to ~~where~~the ~~number~~use of ~~portability~~proceeds isfrom ~~mandatory~~our bysale ~~law.~~of ~~Those~~shares 35under ~~countries~~the ~~have~~Purchase aAgreement, ~~total of 3.3 billion population~~ and ~~4.0 billion~~may ofinvest ~~phone~~or ~~lines~~spend ~~that~~the ~~can~~proceeds bein ~~ported~~ways ~~from~~with ~~one~~which ~~carrier~~you todo ~~another.~~not Itagree and isin ~~estimated~~ways that anmay ~~average~~not ofincrease ~~5% of~~ the ~~total~~value ~~phone~~of ~~lines are~~your ~~ported every year~~investment.

~~Number~~Our ~~portability~~management ishas ~~executed~~broad discretion over the use of ~~and~~proceeds ~~supervised~~from byany asales ~~third~~of ~~independent~~common ~~party,~~stock ~~who~~to ~~act~~M2B aspursuant ato ~~data-base~~the ~~administrator~~Purchase Agreement (including any proceeds from the sale of Purchase Shares and ~~has~~the value of any Commitment Shares issued in lieu of cash for the ~~responsibility~~facility fee). We intend to ~~guarantee~~use ~~all~~such ~~transactions~~proceeds for working capital, ~~requested~~strategic byacquisitions, ~~the~~expansion ~~customers~~in ~~will~~our befintech, ~~completed~~AI, and ~~his/her~~cybersecurity ~~phone~~initiatives, ~~number~~and ~~will~~other begeneral ~~ported~~corporate ~~from~~purposes. ~~Carrier~~However, Aas of the date of this prospectus, we cannot specify with certainty the particular uses, or the respective amounts we may allocate to ~~Carrier~~those uses, Bfor any net proceeds we receive. InAccordingly, our management will have considerable discretion in the ~~countries~~application ~~under~~of the net proceeds, ~~our~~and ~~analysis~~you ~~there~~will not have the opportunity to assess whether the proceeds are 11being ~~different~~used ~~data-base~~appropriately ~~administrators~~before they are expended.

InYou ~~terms~~may ofnot ~~dollar~~agree ~~value,~~ with the ~~number~~manner ~~portability~~in ~~market~~which inour ~~the~~management chooses ~~countries~~to ~~under~~allocate ~~our~~and ~~analysis~~spend isthe ~~estimated~~proceeds. ~~over~~Moreover, ~~$86~~our ~~million~~management ~~per~~may ~~year.~~use ~~This~~the isproceeds ~~based~~for incorporate ~~the~~purposes ~~actual~~that may not increase ~~cost~~our ~~carriers~~profitability ~~and/~~or ~~customers~~market ~~have~~value toor ~~pay~~otherwise toresult ~~get~~in ~~the~~a ~~lines~~return ~~ported.~~on ~~Revenues~~your ofinvestment. ~~the~~Our ~~Data~~failure ~~Base~~to ~~Administrators~~apply ~~comes~~these ~~from~~funds aeffectively ~~monthly fee~~could ~~charged~~compromise our ability to ~~all~~pursue ~~participant~~our ~~carriers~~growth strategy, ~~plus~~result in financial losses, and have a ~~fee~~material ~~for~~adverse ~~every~~effect ~~transaction~~on ~~completed~~our ~~over~~business, results ~~the~~of ~~platform~~operations, and financial condition. ~~The~~You ~~monthly~~will ~~fee~~not ~~and~~have the ~~transactions fee~~opportunity, ~~vary~~as ~~from~~a ~~country~~holder of our common stock, to ~~country~~influence management’s decisions regarding the use of these proceeds.

~~Our~~The ~~objective~~sale isor toissuance ~~offer~~ of the ~~market~~securities ~~conformed~~registered for byresale ~~data-based~~hereunder, ~~administrators~~or athe ~~solution~~perception athat ~~much~~such ~~more~~sales ~~cost~~may ~~effective~~occur, ~~solution;~~could ~~which~~cause ~~will not only reduce~~ the ~~operating cost,~~price ~~but~~of ~~that~~our ~~will~~common ~~also~~stock ~~make the transactions~~ to ~~complete faster without any additional CAPEX~~decrease.

The sale of shares of our common stock to M2B as Purchase Shares or Commitment Shares under the Purchase Agreement will be at our sole discretion from time to time (for Purchase Shares) or upon payment of the facility fee (for Commitment Shares), commencing after the satisfaction of certain conditions set forth in the Purchase Agreement and continuing until the end of the 60-month term. The purchase price for the Purchase Shares that we may sell to M2B under the Purchase Agreement will be 94% of the lowest daily VWAP during the six-trading day Pricing Period and will therefore fluctuate based on the trading price of our common stock. Depending on market liquidity at the time, sales of such Purchase Shares or Commitment Shares may cause the trading price of our common stock to decrease. We generally have the right to control the timing and amount of any future sales of Purchase Shares to M2B (subject to the contractual limits). We may ultimately decide to sell to M2B all, some, or none of the Purchase Shares that may be available for us to sell pursuant to the Purchase Agreement. If and when we do sell Purchase Shares or issue Commitment Shares to M2B, M2B may resell all, some, or none of those shares at any time or from time to time in its sole discretion. Therefore, sales to M2B by us could result in substantial dilution to the interests of other holders of our common stock.

~~Table~~Accordingly, our existing stockholders may experience substantial dilution as a result of ~~Contents~~the sale or issuance of shares of common stock pursuant to this prospectus. The sale of a substantial number of these securities in the public market, or the perception that holders of a large number of securities intend to sell their securities, could reduce the market price of our common stock. However, the number of shares of our common stock ultimately offered for resale by M2B under this prospectus is dependent upon the number of shares of common stock ultimately issued to M2B (including any Commitment Shares issued as payment of the facility fee).We cannot predict if and when the Selling Stockholder may sell such shares of our common stock in the public markets.

~~Global~~In ~~Money~~addition, ~~One~~the ~~Inc.~~purchase ~~Is a~~price ~~75%~~for ~~owned~~the ~~subsidiary~~Purchase ofShares under ~~iQSTEL~~the ~~Inc.~~Purchase ~~The~~Agreement ~~company~~will ~~offers~~be abelow ~~complete~~the ~~Fintech~~then-prevailing ~~ecosystem~~market ~~including~~price aof ~~MasterCard~~our ~~Debit~~common ~~Card~~stock, USand ~~Bank~~the ~~Account~~ Commitment Shares (Noif ~~SSN~~issued in ~~Needed~~lieu of cash for the facility fee), ~~and~~will be priced based on post-effectiveness VWAP. M2B may therefore potentially make a ~~Mobile~~significant profit ~~App/Wallet~~with tothe ~~manage~~resale ~~Remittances~~of the securities depending on the trading price of our common stock at the time of a sale and ~~Mobile~~the ~~Top~~purchase ~~Up.~~or issuance ~~Our~~price ~~focus~~of issuch securities to ~~provide~~them. ~~immigrants~~While ~~access~~M2B tomay ~~reliable~~experience a positive rate of return based on the trading price of our common ~~financial~~stock, ~~services~~existing ~~that~~holders ~~make~~of itour ~~easier~~common stock may not experience a similar rate of return on the shares of common stock they purchased due to ~~manage~~differences ~~their~~in ~~money~~the ~~and~~applicable ~~stay~~purchase ~~connected~~or ~~with~~issuance ~~their~~price ~~families~~and ~~back~~the ~~home~~trading price.

~~All~~Additionally, ~~available~~the ~~services~~sale ~~can be~~of ~~managed~~a ~~through~~substantial ~~our~~number ~~mobile App “GlobalMoneyOne” available for IOS and Android. A first non-commercial release~~ of ~~the Fintech~~ ~~suite~~shares ~~was~~of ~~done~~our incommon ~~June~~stock ~~2022.~~by ~~Since that date all services have been tested including~~ the ~~known-your-customer~~Selling ~~(KYC)~~Stockholder, ~~process~~or ~~for~~ the ~~issuance~~ anticipation of ~~debits~~such ~~cards~~sales, ~~the~~could ~~settlement~~make ~~process~~it ~~with~~more ~~the~~difficult ~~issuer~~for ~~bank,~~us ~~the~~to ~~intermediary~~sell equity ~~entities~~or ~~handling~~equity-related ~~the~~securities ~~remittances,~~in ~~and~~ the ~~intermediaries and~~future ~~cellular~~at ~~operators~~a ~~for~~time ~~the~~and ~~Top~~at ~~Up,~~a asprice ~~well~~that aswe ~~the~~might ~~proper~~otherwise ~~training~~wish ofto ~~our~~effect ~~customer care agents~~sales.

~~According~~We tocannot apredict ~~World~~if ~~Bank Migration~~ and ~~Development~~when ~~brief, remittances to low- and middle-income countries reached $626 billion in 2022. The brief also stated~~ the ~~remittances to Latin~~Selling ~~America and the Caribbean are estimated to have grown 9.3% in 2022 to $142 billion; with increments of 45% for Nicaragua,~~Stockholder ~~20%~~may ~~for~~sell ~~Guatemala,~~shares ~~15% for Mexico, and 9% for Colombia. Stronger employment~~ of ~~migrants~~our ~~from~~common ~~Latin~~stock ~~America~~ in the ~~United~~public ~~States contributed to remittance flows~~markets. ~~As a share of GDP, remittances exceed 20% in El Salvador, Honduras, Jamaica, and Haiti.~~

~~The~~We ~~Electric~~cannot ~~Vehicle~~predict ~~division, through~~the annumber ~~entity~~of ~~named~~shares ~~TuVolten~~M2B towill beultimately sell ~~formed~~under inthis ~~Europe, is~~prospectus anor ~~initiative~~the totiming ~~offer~~of ~~clean~~such ~~and~~sales. ~~affordable~~M2B ~~mobility~~is ~~through~~not ~~Electric Motorcycles,~~subject ~~and~~to ~~Electric~~any ~~Mid~~restriction ~~Speed~~on ~~Cars.~~the ~~TuVolten~~timing ~~plans~~or tovolume ~~offer~~of ~~theirs~~its EVresales ~~Motorcycles~~(other than ~~and~~the EV20% ~~Cars~~daily involume ~~Spain,~~limitation ~~Portugal,~~applicable ~~USA,~~to ~~and~~Commitment ~~some countries~~Shares, ofif ~~Latin America~~issued). AsM2B ~~recently~~may ~~announced,~~sell all, ~~previous~~some, ~~electric~~or ~~motorcycle~~none ~~designs~~of ~~and~~the ~~tests~~shares ~~have~~it ~~come together in a new electric~~acquires, ~~motorcycle~~and ~~now~~such ~~rolling~~sales ~~off~~could ~~the~~occur ~~factory~~at ~~for~~any ~~the~~time, ~~final~~including ~~validation~~during ~~tests~~or ~~under~~shortly ~~the~~after ~~European~~a ~~Union~~Pricing ~~Standards E-Mark certification process~~Period. ~~Once~~ ~~this~~These ~~certification~~unpredictable issales ~~obtained,~~could wecontribute to ~~will~~volatility ~~begin~~or ~~manufacturing~~downward ~~the~~pressure ~~first~~on ~~units~~our ~~for~~stock ~~sale to the public~~price.

~~Reality~~In ~~Border~~addition, ~~LLC developed~~ the ~~initial~~purchase ~~proof-of-concept~~price for athe ~~white~~Purchase ~~label,~~Shares under ~~AI-Enhanced~~the ~~Metaverse~~Purchase ~~tailored~~Agreement ~~for~~may ~~IQST.~~be ~~The~~below ~~app was released on~~ the ~~Google~~current ~~Play~~and/or ~~Store on~~then-prevailing ~~June~~trading ~~28,~~prices ~~2023,~~of onshares ~~the~~of ~~Apple~~our ~~App~~common ~~Store~~stock onor ~~June~~below ~~30,~~the price ~~2023,~~at ~~and~~which on our ~~website~~existing onshareholders ~~August~~purchased ~~28,~~their ~~2023~~shares. ~~The~~M2B ~~app~~may ~~offers~~therefore ~~our~~potentially ~~telecommunication carrier~~make ~~clients~~ a ~~white~~significant ~~label~~profit ~~solution~~with ~~enabling~~the ~~them~~resale of tothe ~~interact~~securities ~~with~~depending ~~their~~on ~~customers~~the ~~(end~~trading ~~users,~~price ~~and~~of ~~enterprises)~~our ~~through~~common ~~the~~stock ~~metaverse. The~~at ~~iQSTEL~~the ~~white~~time ~~label~~of ~~metaverse~~a ~~solution~~sale ~~developed~~and inthe ~~partnership~~discounted ~~with~~purchase ~~GOTMY~~price ispaid ~~tailored~~by toM2B. While ~~provide~~M2B ~~telecom~~may ~~carriers~~experience ~~with~~ a ~~distinctive and~~positive ~~immersive~~rate ~~customer~~of ~~experience.~~return Inbased ~~line~~on ~~with~~the ~~GOTMY’s~~trading ~~mission~~price toof ~~offer~~our ~~universally~~common ~~accessible~~stock, ~~experiential~~existing ~~spaces,~~holders ~~the~~of ~~iQSTEL~~our common stock ~~solution~~may ~~for~~not ~~telecom~~experience ~~carriers~~a issimilar ~~intended~~rate toof ~~accommodate~~return ~~all~~on ~~mobile~~the ~~phone~~shares ~~users,~~they ~~not~~purchased ~~just~~due ~~those~~to ~~with~~differences ~~high-end~~in VRthe ~~headsets~~applicable purchase prices and trading prices.

~~Regulations~~We may issue additional equity or equity-linked securities in the future, which may result in additional dilution to you.

~~Telecommunications~~We ~~services are~~expect ~~subject~~that tosignificant ~~extensive~~additional ~~government~~capital ~~regulation~~will be needed in the ~~United~~future ~~States~~to ofcontinue ~~America.~~our ~~Any~~planned ~~violations~~operations ofand ~~the~~growth ~~regulations~~initiatives. ~~may~~To ~~subject~~the usextent towe ~~enforcement actions,~~raise ~~including~~additional ~~interest~~capital ~~and~~by ~~penalties.~~issuing equity ~~The~~securities ~~FCC~~or ~~has~~securities ~~jurisdiction~~convertible ~~over~~into ~~all~~or ~~telecommunications~~exercisable for common ~~carriers~~stock, toour ~~the~~existing ~~extent~~stockholders ~~they~~could ~~provide~~experience substantial ~~interstate~~dilution. orAny ~~international~~future ~~communications~~issuances ~~services,~~may ~~including~~also ~~the~~include ~~use~~terms ofthat ~~local~~adversely ~~networks~~affect tothe ~~originate~~rights orof ~~terminate~~common ~~such services~~stockholders.

~~Regulation~~Our ofcommon ~~Telecom~~stock byprice is volatile, and trading ~~the~~volume ~~Federal~~may ~~Communications~~be ~~Commission~~low.

~~Telecommunication~~The ~~License~~trading price of our common stock has been and is likely to continue to be highly volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond our control. These factors include quarterly variations in operating results, announcements of technological innovations or new services, changes in financial estimates by securities analysts, general market conditions in the telecommunications and fintech sectors, and other events or factors. Low trading volume could make it difficult for you to sell your shares at desired prices or times, and could amplify price volatility.

Anyone seeking to conduct telecommunications business where the telecommunication services will transpire between the United States of America and an international destination must obtain a license from the Federal Communications Commission (FCC). This particular license is named a Section 214 license, after the section in the Communications Act of 1934.

~~Table~~CAUTIONARY ofNOTES ~~Contents~~REGARDING FORWARD-LOOKING STATEMENTS

~~Etelix.com~~This ~~USA,~~prospectus ~~LLC~~and ~~was~~the ~~authorized~~ documents incorporated by reference ~~the~~herein ~~Federal~~contain ~~Communications~~forward-looking ~~Commission~~statements tothat ~~provide~~involve ~~facility~~substantial risks and uncertainties. The forward-~~based~~looking ~~services~~statements are contained principally in ~~accordance~~the ~~with~~sections ~~section~~of ~~63.18(e)(1)~~this prospectus entitled “Prospectus Summary,” “Risk Factors,” “The Equity Financing,” and “Use of Proceeds,” as well as in the ~~Commission~~sections of our Annual Report on Form 10-K for the year ended December 31, 2025, and our Quarterly Reports on Form 10-Q entitled “Business,” “Risk Factors,” and “Management’s ~~rules;~~Discussion and ~~also~~Analysis toof ~~provide~~Financial ~~resale~~Condition ~~services~~and Results of Operations,” but are also contained elsewhere in ~~accordance~~this ~~with~~prospectus ~~section~~and the 63documents incorporated by reference.~~18(e)(2)~~ ~~under~~In ~~license~~some ~~number~~cases, ~~ITC~~you can identify forward-~~214-20090625-00303~~looking statements by terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “objective,” “ongoing,” “plan,” “predict,” “project,” “potential,” “should,” “will,” or “would,” or the negative of these terms or other comparable terminology.

~~Since~~These ~~Etelix~~forward-looking ~~has~~statements noare ~~other~~based on management’s ~~network~~current ~~infrastructure~~expectations, ~~outside~~assumptions, ~~the~~estimates ~~United~~and ~~States~~projections ofabout ~~America~~our business and industry. Although we believe that we have a reasonable basis for each forward-looking statement contained in this prospectus, nowe ~~other~~caution ~~licenses~~you that these statements are ~~required~~based ~~for~~on a combination of facts and factors currently known by us toand ~~operate~~our asprojections anof ~~international~~the ~~carrier service~~future, ~~provider~~about which we cannot be certain. Forward-looking statements include, but are not limited to, statements about:

~~Universal~~§ our ~~Service~~ability to achieve our revenue guidance and ~~Other~~our longer-term ~~Regulatory~~goal ~~Fees~~of ~~and~~reaching ~~Charges~~a $1 billion revenue run rate;

~~In 1997, the FCC issued an~~§ ~~order,~~our ~~referred~~ability to assuccessfully ~~the~~execute ~~Universal~~our ~~Service~~growth ~~Order, which requires all telecommunications carriers providing interstate telecommunications~~strategy ~~services~~through toorganic ~~contribute~~expansion to universal service support programs administered by the FCC (known as the Universal Service Fund). These periodic contributions are currently assessed based on a percentage of each contributor’s interstate and ~~international~~strategic end user telecommunications revenues reported to the FCC. Etelix also contributed to several other regulatory funds and programs, most notably Telecommunications Relay Service and FCC Regulatory Fees (collectively, the Other Funds). Due to the manner in which these contributions are calculated, we cannot be assured that we fully recover from our customers all of our contributions.acquisitions;

~~In addition, based on the~~§ nature of our current business, we receive certain exemptions from federal Universal Service Fund contributions. Changes in our business could eliminate our ability to qualify for some or all of these exemptions. Changes in regulation may also have an impact on the ~~availability of~~expected ~~some~~synergies ~~or all of these exemptions. If even some of these exemptions become unavailable, they could materially increase our federal Universal Service Fund or Other Funds’ contributions~~ and ~~have~~performance ~~a material adverse effect on the cost~~ of ~~our~~recently ~~operations and, therefore, on our~~acquired ~~ability to continue to operate profitably~~businesses, ~~and~~including toGlobeTopper ~~develop~~ and grow our business. We cannot be certain of the stability of the contribution factors for the Other Funds. Significant increases in the contribution factor for the Other Funds in general and the Telecommunications Relay Service Fund in particular can impact our profitability. Whether these contribution factors will be stable in the future is unknown, but it is possible that we will be subject to significant increases.QXTEL;

~~Money~~§ our ~~Transmitter~~ability ~~and~~to ~~Payment Instrument~~expand ~~Laws~~profitability and ~~Regulations~~ achieve targeted Adjusted EBITDA levels;

~~The consumer payment services~~§ ~~offerings,~~the ~~prepaid~~anticipated ~~debit~~benefits ~~cards,~~and ~~remittances,~~market ~~Top~~adoption ~~Up,~~of ~~are~~our ~~industries heavily regulated. Accordingly~~fintech, ~~we, and the products and services~~ ~~that~~AI-powered ~~we offer in consumer payment services~~platforms, ~~are subject to a variety of federal~~ and ~~state~~cybersecurity ~~laws and regulations, including:~~offerings;

•§ our ~~Banking~~ability ~~laws~~to ~~and~~successfully ~~regulations;~~integrate ~~• Money transmitter~~ and ~~payment~~scale ~~instrument~~new ~~laws and regulations~~business lines; • Anti-money laundering laws;- • Privacy and data security laws and regulations;- • Consumer protection laws and regulations; • Unclaimed property laws; and • Card association and network organization rules.

To§ ~~ensure~~our ~~compliance~~ability ~~with~~to ~~applicable~~raise ~~laws~~additional ~~and regulations governing Money Transmitters and Payment Instruments~~capital, ~~the~~including ~~Company has contracted~~ through ~~its subsidiary, Global Money One, third parties~~ ~~that~~the ~~facilitate~~equity aline ~~range~~with ofM2B ~~services~~Funding Corp., ~~including~~and ~~card~~the ~~processing for card programs~~timing, ~~international remittances~~amount, and ~~top-ups.~~use ~~These~~of ~~services are~~any ~~managed~~such ~~by one or more Program Managers and are sponsored by various banks and third parties selected by the Program Managers.~~proceeds;

~~The card~~§ ~~transactions,~~future ~~international~~operating ~~remittances~~expenses, ~~and~~capital ~~top-ups are processed through networks owned by third-party entities. Global Money One's role is to integrate and market these services~~requirements, ~~earning fees or revenue sharing from the network owners for this work. All third parties involved in providing these services operate in strict compliance with relevant laws, regulations,~~ and ~~licensing requirements necessary~~ ~~for~~cash ~~their operations. This structure ensures that all activities are carried out legally and in accordance with regulatory standards.~~runway;

§ competitive conditions in the telecommunications, fintech, AI, and cybersecurity industries;

§ regulatory developments affecting our operations in multiple jurisdictions;

§ our ability to maintain our Nasdaq listing and comply with continued listing standards; and

§ other risks and uncertainties described under the caption “Risk Factors” in this prospectus and in the documents incorporated by reference.

These forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other factors that could cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements.

This list of factors that may affect future performance and the accuracy of forward-looking statements is illustrative but not exhaustive. New risk factors and uncertainties not described here or elsewhere in this prospectus may emerge from time to time. Moreover, because we operate in competitive and rapidly evolving industries across multiple countries, it is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this prospectus may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, we do not intend to, and we undertake no obligation to, update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.

You should read this prospectus and the documents that we incorporate by reference in this prospectus completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

~~Table~~THE ofEQUITY ~~Contents~~FINANCING

~~Employees~~Description of the Purchase Agreement

~~iQSTEL~~On April 30, ~~including~~2026, ~~all~~we ~~subsidiaries~~entered into an Equity Purchase Agreement (the “Purchase Agreement”) with M2B Funding Corp. (“M2B” or the “Investor”), pursuant to ~~has~~which ~~100~~we ~~employees~~have asthe right, but not the obligation, to sell to M2B up to $50,000,000 of ~~December~~shares 20of our common stock (the “Total Commitment” and shares of common stock sold pursuant to the Purchase Agreement, ~~2024~~the “Purchase Shares”), subject to certain limitations and conditions set forth therein.

~~Recent~~This ~~Developments~~prospectus covers the resale by M2B of up to 11,000,000 shares of our common stock, consisting of (i) up to 10,000,000 Purchase Shares that we may sell to M2B under the Purchase Agreement from time to time over the 60-month Commitment Period, and (ii) up to 1,000,000 Commitment Shares that may be issued to M2B as payment of the facility fee.

OnThe ~~May~~following ~~10,~~is ~~2024,~~a description of the ~~Company~~material terms ~~entered~~of ~~into~~the aissuance ~~Purchase~~and ~~Company~~sale ~~Agreement~~of ~~with~~securities ~~Omar~~pursuant ~~Luna~~to ~~and~~the ~~Lynk~~Purchase ~~Holding~~Agreement. ~~LLC~~It ~~(together,~~does ~~the~~not ~~“Seller”)~~purport ~~concerning~~to ~~the~~be ~~sale by~~complete. ~~Seller~~This ~~and~~summary ~~the~~is ~~purchase~~qualified in its entirety by usreference ofto ~~51%~~the full text of the ~~membership~~Purchase ~~interests~~Agreement, ~~the~~which ~~Seller~~is ~~holds~~filed inas ~~Lynk~~an ~~Telecom,~~exhibit ~~LLC,~~to athe ~~Virginia~~registration ~~limited~~statement ~~liability~~of ~~company.~~which ~~The~~this ~~Company~~prospectus ~~subsequently~~forms ~~decided~~a topart. ~~stop~~We ~~due~~urge ~~diligence~~you ~~and~~to read the ~~proposed~~Purchase ~~deal~~Agreement ~~did~~in its entirety because it, and not ~~close~~this description, defines your rights as ~~planned~~holders of our common stock.

OnPurchase ~~October~~and ~~18,~~Sale ~~2024, we entered into a Memorandum~~ of ~~Understanding~~Common (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:Stock

•We ~~First~~may ~~Note:~~from ~~Originally~~time ~~due~~to ~~January 1~~time, ~~2025,~~at ~~with~~our ansole ~~outstanding~~discretion, deliver ~~amount~~a ofwritten ~~$1,888,888.89,~~purchase ~~now~~notice ~~extended~~(a “Put Notice”) to ~~January~~M2B 1,during ~~2026.~~the •Commitment ~~Second~~Period ~~Note:~~to ~~Originally~~require ~~due~~M2B ~~March~~to ~~12,~~purchase ~~2025~~Purchase Shares, ~~with~~subject anto ~~outstanding~~the ~~amount~~satisfaction of ~~$1,111,111.11,~~the ~~now~~conditions ~~extended~~set toforth ~~March~~in ~~12,~~the ~~2026~~Purchase Agreement (including the conditions in Article VII). •The Commitment ~~Third~~Period ~~Note:~~commences ~~Originally~~on ~~due~~the ~~March~~Effective ~~25,~~Date ~~2025,~~(the ~~with~~date anthe ~~outstanding~~registration ~~amount~~statement is declared effective) and ends on the earlier of (i) the date M2B has purchased the full $~~555~~50,~~555.56~~000,000 ~~now~~commitment, ~~extended~~(ii) to60 ~~March~~months 25from the Effective Date, ~~2026~~or (iii) certain termination events.

InThe ~~consideration~~purchase price for ~~this~~the Purchase Shares (the “Purchase ~~extension~~Price”) will be 94% of the lowest daily volume-weighted average price (“VWAP”) of our common stock on the Principal Market during the six (6) consecutive Trading Days immediately following the applicable Put Date (the “Valuation Period” or “Pricing Period”).For each Put Notice, wethe ~~agreed~~number of Put Shares is subject to ~~issue~~the ~~646~~Maximum Put Amount,~~467~~ ~~restricted~~which ~~common~~is the lesser of: (i) 75% of the Average Daily Trading Volume over the five (5) Trading Days preceding the Put Date, (ii) 25% of the Average Daily Trading Volume on the Put Date, or (iii) the number of shares equal to ~~M2B~~$500,000 ~~Funding~~divided ~~Corp~~by the last closing price on the Put Date.

OnWe ~~November 1, 2024, we entered into a binding Memorandum of Understanding (the “Agreement”) with Mr. Ralf Koehler ("Ralf"), SwissLink Carrier Ltd., ("SwissLink")~~ and ~~Impact~~M2B ~~Trading~~may &mutually ~~Consulting~~agree ~~LLC~~to ~~("Impact")~~increase ~~for~~ the ~~purpose of outlining the understanding regarding~~amount ~~the exchange~~ of ~~49%~~any ~~ownership~~individual inpurchase ~~SwissLink~~beyond ~~for our shares. Pursuant to~~ the ~~Agreement,~~Maximum ~~the~~Put ~~parties agreed that the execution of the final agreement will be subject to mutual consent and negotiations based on the terms already agreed below:~~Amount.

•Facility ~~The~~Fee agreed valuation to purchase Ralf’s 49% ownership interest in SwissLink is set at $750,000 USD. • The term of this agreement will be for five (5) years plus six (6) months (“Termination Date”), commencing on the date of the execution of the final agreement ("Final Agreement"). • Ownership will be transferred from Ralf to us in tranches, with each tranche comprising up to 10% of ownership per year. • The option to execute each tranche can be initiated by Ralf within each one-year period through the submission of a "trigger letter" by e-mail to us. If Ralf does not exercise his right to trigger the agreement during any year, we reserve the right to initiate the tranche execution at any point thereafter. • Share Calculation: The number of iQSTEL shares to be provided in exchange for each tranche will be determined based on the lowest closing price of iQSTEL shares over the 90 days preceding the delivery of the trigger letter. • Discount: Ralf will receive a 20% discount on the above calculated share price; provided however, that the above calculated share price, without the discount, shall count toward the purchase price in determining whether Ralf has received the full $750,000 USD valuation for his 49% ownership interest in SwissLink. • If, after the execution of all tranches, Ralf has not received the full $750,000 USD valuation, we or our legal successor will pay the difference in cash until the full valuation is realized based on the Weighted Volume Average Price (WVAP) of our shares for the last 15 trading days prior to the Termination Date for shares still in Ralf's possession, and/or ~~the~~Commitment ~~actual selling price for shares already sold by Ralf.~~Shares

InAs ~~addition,~~consideration ~~under~~for ~~the~~M2B’s ~~Agreement~~commitment, ~~Impact~~ ~~agreed~~we agreed to ~~render~~issue ~~advisory~~to ~~services~~M2B upshares toof 60common ~~hours~~stock ~~per~~having ~~month~~an toaggregate ~~SwissLink~~value ~~and~~of ~~ETELIX~~$1,000,000, ~~our~~consisting ~~wholly~~of ~~owned~~(i) ~~subsidiary~~$500,000 atin 8Initial Commitment Shares issued on the Execution Date and (ii) $500,000 ~~CHF per~~in Deferred Commitment Shares issued on the 12-month anniversary of the Execution Date (~~excluding~~or ~~VAT~~immediately upon termination of the Agreement if earlier). ~~for~~The number of Commitment Shares is determined based on the closing price of our common stock on the Trading Day immediately preceding the applicable issuance date. All Commitment Shares are subject to a ~~maximum~~daily volume leak-out restriction of ~~two~~20% ~~years~~of the applicable trading volume.

Beneficial Ownership Limitation

The Purchase Agreement contains a Beneficial Ownership Limitation. As of the date of any Closing, the number of Put Shares to be purchased by M2B shall not exceed the number of shares that, when aggregated with all other shares of common stock then beneficially owned by M2B, would result in M2B owning more than the Beneficial Ownership Limitation.

~~Table~~The Beneficial Ownership Limitation is the lesser of: ~~Contents~~(i) 4.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance, or (ii) 19.99% of the number of shares of common stock outstanding as of the date the applicable Put Notice is submitted (excluding shares held by affiliates of the Company).

~~Next,~~M2B ~~SwissLink~~may ~~acknowledges a~~increase ~~debt~~or ofdecrease ~~200,000~~the ~~CHF~~Beneficial ~~owed~~Ownership Limitation by written notice to ~~Ralf~~the Company; provided, ~~which~~however, ~~will~~that bethe ~~repaid~~Beneficial Ownership Limitation may in ~~monthly~~no ~~installments~~event exceed 9.99% of ~~8,000~~the ~~CHF~~shares outstanding immediately after the issuance. Any increase will not become effective until the ~~debt~~61st isday ~~fully~~after ~~repaid~~such notice is delivered.

~~Finally,~~Exchange Ralf will continue to grant SwissLink non-exclusive access to the VAMP platform, with the same cost and expense structure as outlined in the Share Purchase Agreement between iQSTEL and Ralf, dated April 1, 2019.Cap

~~Going~~Under applicable Nasdaq rules, in no event may we ~~Concern~~issue ~~Considerations~~to M2B shares of our common stock in excess of 19.99% of the shares outstanding immediately prior to the execution of the Purchase Agreement (the “Exchange Cap”), unless we obtain stockholder approval for issuances in excess of the Exchange Cap or an applicable exception applies.

Our consolidated financial statements incorporated into this prospectus have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. We have suffered recurring losses from operations with an accumulated deficit of $29,825,840 as of September 30, 2024, and do not have an established source of revenues sufficient to cover our operating costs. These conditions raise substantial doubt about our 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.Proceeds

~~Our~~Because ~~ability~~the toPurchase ~~continue~~Price asper share will fluctuate abased ~~going~~on ~~concern~~the ismarket ~~dependent~~price ~~upon~~of ~~raising~~our ~~capital~~common ~~from~~stock ~~financing~~during ~~transactions,~~the ~~increasing~~Pricing ~~revenue~~Period for each purchase, ~~and~~it ~~keeping~~is ~~operating~~not ~~expenses~~possible ~~below~~for us to predict the number ~~our~~of ~~revenue~~Purchase ~~levels~~Shares inwe ~~order~~will sell to ~~achieve~~M2B, ~~positive~~the ~~cash~~actual ~~flows~~Purchase Price per share, ~~none~~or ofthe ~~which~~gross ~~can~~proceeds bewe ~~assured~~will receive, if any.

~~During~~The ~~the~~proceeds ~~next~~from ~~year~~sales of Purchase Shares, ~~our~~if any, ~~foreseeable~~will ~~cash~~depend ~~requirements~~on ~~will~~the ~~relate~~frequency toand ~~continual~~prices ~~development~~at ofwhich we sell shares to M2B. To the ~~operations~~extent ofwe ~~our~~sell ~~business,~~Purchase ~~maintaining~~Shares ~~our~~under ~~good~~the ~~standing~~Purchase inAgreement, ~~the~~we ~~industry~~plan ~~and~~to ~~continuing~~use ~~our~~any ~~marketing~~proceeds ~~efforts.~~therefrom Wefor ~~may~~working ~~experience~~capital, astrategic ~~cash~~acquisitions, ~~shortfall~~expansion in our fintech, AI, and becybersecurity ~~required~~initiatives, and toother ~~raise~~general ~~additional~~corporate ~~capital~~purposes.

~~Historically,~~Conditions wePrecedent ~~have~~to ~~relied upon~~Commencement ~~funds from our stockholders in the sale of our securities~~ and ~~from~~For ~~third-party loans. Management may raise additional capital through~~Delivery ~~future public or private offerings~~ of ~~our~~Purchase stock or through loans from investors, although there can be no assurance that we will be able to obtain such financing. Our failure to do so could have a material and adverse effect upon our operations and our stockholders.Notices

~~Corporate~~Our ~~History~~right to deliver Purchase Notices to M2B, and M2B’s obligation to purchase shares, are subject to the initial satisfaction (at Commencement) and ongoing satisfaction of the following conditions (among others):

~~iQSTEL,~~Accuracy ~~formerly known as PureSnax International, Inc., was incorporated under the laws~~ of the ~~State~~Investor’s ~~of Nevada on June 24, 2011. PureSnax was previously a wellness~~representations ~~brand focused on bringing healthy snacks~~ and ~~foods to consumers~~warranties. On March 8, 2017, PureSnax exited a previous License Agreement with a Canadian snack food Licensor. From March of 2017 until its acquisition of Etelix.com USA, LLC, PureSnax was working to develop its own brand and its own products for manufacture, distribution, sales and marketing of various products within the health foods and snacks industry and to pursue related business opportunities. PureSnax acquired Etelix.com USA, LLC on June 25, 2018. The company left the healthy snacks and foods business to focus on the Telecommunications Business.
OnDelivery ~~August~~by 30, 2018, PureSnax changed its name to “iQSTEL Inc.” and received a new CUSIP number: 46265G107, as well as a new trading symbol “IQST” in order to better resemble its new name. iQSTEL also changed the ~~Standard~~Investor ~~Industrial~~of ~~Classification~~executed ~~(SIC Code) to 4813, Telephone Communications,~~Transaction ~~Except Radiotelephone~~Documents.
OnEffectiveness ~~April~~of ~~1, 2019,~~ the ~~Company entered~~Registration ~~into~~Statement ~~a Company Purchase Agreement by~~ and ~~between the Company and the Ralf Kohler (the “Seller”), which agreement provides~~absence ~~for the purchase~~ of ~~51%~~any ofstop ~~the equity and certain assets of SwissLink Carrier AG (“SwissLink”) (www~~order.~~swisslink-carrier.com), a Swiss corporation, by the Company.~~
OnAccuracy ~~February~~of ~~10, 2020,~~ the ~~Company~~ ~~entered into a~~ Company’s ~~Acquisition~~representations ~~Agreement with Jesus Vega regarding the acquisition of 51% of the shares in QGlobal, LLC (“QGlobal”). QGlobal is a company with the capacity to provide Short Messages (SMS), A2P~~ and ~~P2P messaging services~~ warranties.
Performance by the Company of all covenants and conditions.
No statute, rule, regulation, order or injunction prohibiting the transactions.
No Material Adverse Effect since the most recent SEC filing.
Common Stock not suspended or delisted from the Principal Market.
Beneficial Ownership Limitation not exceeded.
No knowledge of events that would cause the Registration Statement to be suspended.
No violation of stockholder approval requirements.
Delivery of Officer’s Certificate.
Common Stock is DWAC Eligible and not subject to a DTC chill.
All required SEC filings have been made on time.
Transfer Agent Instruction Letter executed and acknowledged.
Broker approval for deposit of shares.
No violation of law or order.
Delivery of legal opinion upon effectiveness of the Registration Statement.
No material non-public information in the Investor’s possession.

Covenants

The Purchase Agreement contains customary representations, warranties, covenants, and indemnification obligations of the parties.RestrictionsM2B is prohibited from engaging in short sales or hedging transactions that establish a net short position in our common stock during the term of the Purchase Agreement.

~~Table of Contents~~Termination

OnThe ~~February~~Purchase ~~21, 2020, the Company entered into a Company Acquisition~~ Agreement ~~with~~will ~~Miguel~~automatically ~~Scavo~~terminate upon ~~regarding~~ the ~~acquisition~~earliest ofto ~~75%~~occur of the ~~shares in ItsBchain, LLC (“ItsBchain”) a company specialized in the development of Blockchain applications for telecommunications.~~following:

OnThe ~~April~~end ~~15,~~of ~~2020,~~the Commitment Period (the ~~Company~~earlier of ~~entered~~(i) ~~into~~the adate ~~Company~~on ~~Acquisition~~which ~~Agreement~~M2B ~~with~~has ~~Francisco~~purchased ~~Bunt~~the ~~regarding~~full ~~the~~$50,000,000 ~~acquisition~~Maximum ofCommitment ~~51%~~Amount, of(ii) the ~~shares~~date inthat ~~loT~~is ~~Labs,~~sixty ~~LLC~~ (~~“loT Labs”~~60). ~~The~~months ~~loT~~from ~~Labs’~~the Effective ~~principal~~Date ~~business~~of ~~activity is~~ the ~~sale~~Registration ofStatement, ~~SMS~~or ~~between~~(iii) ~~USA~~certain ~~and~~termination ~~Mexico.~~events);
OnThe ~~November~~date ~~12,~~that ~~2020,~~M2B ~~the Company~~has ~~entered~~purchased ~~into partnership Agreement with PAYMENT VIRTUAL MOBILE SOLUTIONS, LLC (PayVMS), a Delaware Corporation regarding~~ the ~~incorporation of~~full ~~Global Money One Inc, in which iQSTEL owns 75% of the shares and PayVMS owns the remaining 25%. Global Money One is a Fintech company~~Maximum ~~with~~Commitment aAmount; ~~complete infrastructure to provide top-up services, international remittances and prepaid debit cards.~~or
OnThe ~~October~~date 1that, ~~2021,~~pursuant to or within the ~~Company~~meaning ~~entered~~of ~~into~~any anBankruptcy ~~agreement~~Law, ~~with~~the ~~Jesus~~Company ~~Vega~~commences ~~regarding~~a ~~the~~voluntary ~~acquisition~~case, ofa ~~the~~proceeding ~~remaining~~is ~~49%~~commenced ofagainst the ~~shares~~Company, ina ~~QGlobal,~~Custodian ~~LLC~~is ~~(“QGlobal”).~~appointed Byfor ~~means~~the ofCompany ~~this~~or ~~transaction~~for ~~iQSTEL~~all ~~increased~~or substantially all of its ~~ownership~~property, inor ~~QGlobal~~the toCompany ~~100%~~makes a general assignment for the benefit of its creditors.

OnIn ~~May 13~~addition, ~~2022,~~ the Company ~~entered~~ ~~into~~has athe ~~Company~~right ~~Acquisition~~to terminate the Purchase Agreement ~~regarding~~at ~~the~~any ~~acquisition~~time ofby ~~51%~~delivering ofthirty ~~the~~(30) ~~shares~~days’ ~~in Whisl~~prior ~~telecom~~written ~~LLC~~notice to M2B. Such termination notice will not become effective until thirty (~~“Whisl”~~30) days after it has been received by M2B. The Company may not terminate the Purchase Agreement while any Put Notice is outstanding or while M2B holds any Put Shares issued pursuant to a prior Put Notice.

OnIf ~~June~~the 1,Company ~~2022,~~terminates the ~~Company~~Purchase Agreement, ~~entered~~it ~~into~~must pay M2B a Termination Fee equal to thirty percent (30%) of the aggregate Investment Amounts actually received by the Company ~~Acquisition~~from all ~~Agreement~~Puts ~~regarding~~closed during the ~~acquisition~~thirty of(30) ~~51%~~Trading Days immediately preceding the date the termination notice is delivered, subject to a minimum of $200,000. The Termination Fee is payable, at the ~~shares~~Company’s election, in ~~Smartbiz~~ ~~Telecom~~cash ~~LLC~~or in shares of common stock valued at the average VWAP over the five (~~“Smartbiz”~~5) Trading Days preceding the payment date. This Termination Fee is in addition to any other amounts owed under the Purchase Agreement.

OnNotwithstanding ~~March~~the 20foregoing, ~~2023,~~if the Company ~~entered~~ ~~into a Memorandum of Understanding (the “MOU”) with Got My Idol, Inc., a Delaware corporation (“GotMy”).~~does ~~The~~not ~~MOU~~send ~~concerns~~ the ~~formation~~first ofPut aNotice ~~joint~~on ~~venture~~or tobefore ~~implement~~June ~~the~~20, ~~commercial development of “Metaverse” products using the current Gotmy Metaverse intellectual property (herein after referred to as “GOTMY MIP”) core development improving it~~2026, ~~and package~~M2B asmay ~~products~~terminate ~~under~~ the toPurchase beAgreement ~~formed~~at ~~joint~~any ~~venture company and using the JV Brand that will be owned by to be formed joint venture company~~time. ~~Our equity position in the new company will be 51% and GotMy shall hold the remaining 49% of the to be formed joint venture entity.~~

OnUpon ~~January~~termination ~~19,~~of ~~2024,~~ the ~~Company entered into a Share~~ Purchase Agreement ~~with Yukon River Holdings, Ltd.~~ (~~“Yukon~~for ~~River”~~any reason), acertain ~~corporation~~provisions ~~formed~~survive, ~~under~~including ~~the~~those ~~laws of~~relating ~~the~~to ~~British~~representations ~~Virgin Islands (“Seller”) concerning the contemplated sale by Seller~~ and ~~the~~warranties, ~~purchase~~covenants, ~~by us of 51% of the ordinary shares Seller holds in QXTEL LIMITED~~indemnification, ~~a company incorporated in England~~ and ~~Wales~~governing law.

OnSee ~~November~~“Risk 1,Factors ~~2024,~~— ~~the~~We ~~Company~~may be required ~~entered~~to ~~into~~pay a ~~binding~~substantial ~~Memorandum~~termination offee ~~Understanding~~if (we terminate the “Purchase Agreement”), ~~with~~which ~~Mr.~~could ~~Ralf~~materially ~~Koehler~~and ~~("Ralf"),~~adversely ~~SwissLink~~affect ~~Carrier Ltd.,~~our ~~("SwissLink")~~ liquidity and ~~Impact~~cause ~~Trading~~additional &dilution ~~Consulting~~to ~~LLC~~our ~~("Impact")~~stockholders” for ~~the~~a ~~purpose~~discussion of ~~outlining~~ the ~~understanding regarding~~risks ~~the~~associated ~~exchange~~with ofthis ~~49%~~termination ~~ownership in SwissLink for our shares~~fee.

~~The~~Effect ~~Offering~~of Performance of the Purchase Agreement on Our Stockholders

	Common stock offered by the Selling Shareholder		Up to up to an aggregate of 15,000,000 shares of common stock issuable upon exercise of the Option.
	Use of Proceeds		We will receive cash from the sale of the Option, if exercised, which we intend to use as working capital.
	Offering Price		The Selling Shareholder may sell all or a portion of their shares through public or private transactions at prevailing market prices or privately negotiated prices.
	Risk Factors		An investment in our securities involves a high degree of risk. See the section entitled “Risk Factors” of this prospectus and the similarly titled sections in the documents incorporated by reference into this prospectus.
	OTCQX Symbol		IQST

All shares registered in this offering that may be issued or sold to M2B under the Purchase Agreement are expected to be freely tradable. Any issuance of Purchase Shares or Commitment Shares will dilute the ownership interests of our existing stockholders. Because the shares are purchased at a discount to market price and M2B may resell them into the market, such sales (or the perception that such sales could occur) could exert downward pressure on the trading price of our common stock. There are substantial risks to our stockholders from the sale and issuance of common stock to M2B under the Purchase Agreement. See “Risk Factors” and “Dilution.”

USE OF PROCEEDS

We will not receive any of the proceeds from the resale of shares of our common stock offered by the Selling Stockholder. However, we may receive up to an aggregate of $50,000,000 in gross proceeds from the sale of our common stock to M2B Funding Corp. pursuant to the Purchase Agreement (less any amount paid for the facility fee, whether in cash or in the form of Commitment Shares). The actual proceeds may be less than this amount depending on the number of shares of our common stock sold, the price at which the shares are sold, and whether we elect to pay the facility fee in cash or shares. We intend to use any net proceeds that we receive under the Purchase Agreement for working capital and general corporate purposes, including:

funding ongoing operations and expansion of our telecommunications services;
accelerating growth in our higher-margin fintech segment, including further development and integration of platforms such as Global Money One, maxmo.vip, and GlobeTopper;
supporting development and commercialization of our AI-powered platforms and cybersecurity offerings;
pursuing strategic acquisitions of complementary businesses or technologies that align with our multi-vertical strategy; and
other corporate initiatives, including potential investments in infrastructure, marketing, and personnel.

~~Table~~Although ofwe ~~Contents~~currently have no specific agreements, commitments, or understandings with respect to any particular acquisition or investment, we continuously evaluate opportunities to acquire or invest in complementary businesses, technologies, products, or assets that would enhance our competitive position or accelerate our growth.

~~CONSOLIDATED~~Our expected use of the net proceeds from sales under ~~FINANCIAL~~the ~~DATA~~Purchase Agreement represents our current intentions based upon our present plans and business conditions. As of the date of this prospectus, we cannot specify with certainty all of the particular uses for the net proceeds to be received, nor the amounts we will actually spend on the uses set forth above. The amounts and timing of our actual expenditures will depend on numerous factors, including market conditions, the progress of our business initiatives, the availability and terms of acquisition opportunities, and any unforeseen cash needs. As a result, our management will retain broad discretion over the allocation of the net proceeds. Pending the uses described above, we plan to invest any net proceeds in short-term, interest-bearing obligations, investment-grade instruments, certificates of deposit, or other securities.

~~The following~~MARKET table sets forth our summary consolidated financial data for the years ended December 31, 2023 and 2022 and the nine months ended September 30, 2024 and 2023. The summary consolidated financial data for the years ended December 31, 2023 and 2022 have been derived from our audited consolidated financial statements incorporated by reference into this prospectus. The summary consolidated financial data for the nine months ended September 30, 2024 and 2023 have been derived from our unaudited interim consolidated financial statements incorporated by reference into this prospectus. Historical results are not necessarily indicative of the results to be expected for future periods.INFORMATION

Our common stock is listed on The ~~following~~ ~~summary~~Nasdaq ~~consolidated~~Capital Market ~~financial~~under ~~data~~the ~~should~~symbol be“IQST.” ~~read~~As inof ~~conjunction~~May ~~with~~20, ~~and~~2026, iswe ~~qualified~~had inapproximately ~~its~~88 holders ~~entirety~~of byrecord ~~reference~~of ~~to,~~our ~~the~~common stock, ~~information~~one ~~contained~~of ~~under~~which ~~the~~was ~~caption~~Cede ~~“Management’s~~& ~~Discussion~~Co., ~~and~~a ~~Analysis~~nominee offor ~~Financial~~Depository ~~Condition~~Trust ~~and~~Company, ~~Results~~or DTC. Shares of ~~Operations” and~~common ~~our~~stock ~~historical~~that ~~consolidated~~are held by financial ~~statements~~institutions as ~~and~~nominees ~~related~~for ~~notes~~beneficial ~~appearing~~owners or in ~~our~~“street ~~Annual~~name” ~~Report~~are ondeposited ~~Form~~into ~~10-K~~participant ~~for~~accounts ~~the~~at ~~fiscal~~DTC ~~year~~and are considered to ~~ended~~be ~~December~~held ~~31,~~of ~~2023~~record ~~and~~by ~~our~~Cede ~~Quarterly~~& ~~Report~~Co. onas ~~Form~~one ~~10-Q~~stockholder. ~~for~~The ~~the~~actual ~~nine~~number ~~months~~of ~~ended~~beneficial ~~September~~owners ~~30,~~is ~~2024~~substantially greater than the number of holders of record.

Balance Sheet Data	December 31, 2023		December 31, 2022		September 30, 2024
Cash	$	1,362,668	$	1,329,389	$	2,125,139
Total Assets	$	22,155,653	$	12,549,484	$	32,439,118
Total Liabilities	$	14,109,781	$	6,714,067	$	24,349,820
Total Stockholders’ Equity	$	8,045,872	$	5,835,417	$	8,089,298

DIVIDEND POLICY

Statement of Operations	Year Ended December 31, 2023			Year Ended December 31, 2022			Nine Months Ended September 30, 2024			Nine Months Ended September 30, 2023
Revenue	$	144,502,351		$	93,203,532		$	184,346,412		$	97,248,561
Income (Loss) for the Period	$	(219,436	)	$	(5,865,761	)	$	(3,317,107	)	$	(274,557	)

In 2025, we initiated a dividend policy and declared our first shareholder dividend, consisting of $500,000 payable in freely tradable shares of our common stock to holders of record as of December 15, 2025.

~~RISK~~The ~~FACTORS~~declaration and payment of any future dividends, whether in cash or in shares of our common stock, will be at the sole discretion of our Board of Directors. Future dividends will depend on a number of factors, including our results of operations, financial condition, cash requirements, future prospects, contractual restrictions, restrictions imposed by applicable law, capital requirements associated with our growth strategy, and other factors our Board of Directors deems relevant. There can be no assurance that we will declare or pay dividends in any particular amount or at all in any future period.

Investing in our common stock involves a high degree of risk. You should carefully consider the following risk factors and all other information contained in this prospectus before purchasing our common stock. If any of the following risks actually occur, we may be unable to conduct our business as currently planned and our financial condition and results of operations could be seriously harmed. In addition, the trading price of our common stock could decline due to the occurrence of any of these risks, and you may lose all or part of your investment. The risks and uncertainties discussed below are not the only ones we face. Our business, results of operations, financial condition or prospects could also be harmed by risks and uncertainties not currently known to us or that we currently do not believe are material. In assessing the risks and uncertainties described below, you should also consider carefully the other information contained in this prospectus before making a decision to invest in our common stock.DILUTION

The sale of our common stock to M2B Funding Corp. pursuant to the Purchase Agreement (including any Purchase Shares and Commitment Shares) will have a dilutive impact on our existing stockholders. Because the Purchase Price is 94% of the lowest daily volume-weighted average price (“VWAP”) during the six Trading Days following the Put Notice, the lower our stock price at the time we sell shares to M2B, the greater the number of shares we must issue to raise the same dollar amount of proceeds. This structure can result in substantial dilution to our existing stockholders.

At the current market price of approximately $1.28 per share (closing price on May 20, 2026), the maximum 11,000,000 shares registered in this offering would generate significantly less than the full $50 million commitment amount under the Purchase Agreement (approximately $13.75 million in gross proceeds before any facility fee). Additional registration statements or stockholder approval to exceed the 19.99% Nasdaq Exchange Cap would be required to access the full facility.

The following table illustrates the potential dilution assuming we issue the maximum 11,000,000 shares registered in this offering at an illustrative average issuance price of $1.25 per share (the actual issuance price will vary based on the applicable VWAP at the time of each sale).

Description	Per Share
Assumed average issuance price per share	$1.25
Historical net tangible book value per share as of March 31, 2026	$(0.50)
Increase (decrease) in net tangible book value per share attributable to this offering	($1.20)
As adjusted net tangible book value per share after this offering	($1.70)
Dilution per share to existing stockholders	$2.95

The historical net tangible book value per share is calculated as of March 31, 2026, the date of our most recent financial statements incorporated by reference in this prospectus. As of May 20, 2026, we had approximately 6,735,946 shares of common stock outstanding. Between December 31, 2025 and May 20, 2026 we issued an aggregate of approximately 2,067,929 shares primarily in connection with conversions of preferred stock and debt, settlements, and the stock dividend, as more fully described in “Recent Sales of Unregistered Securities” in Part II of this registration statement and in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026.

The net tangible book value per share figures above are derived from our unaudited consolidated financial statements included in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 (total stockholders’ equity attributable to IQSTEL Inc. of $10,090,478 and 5,076,368 shares outstanding as of March 31, 2026, after subtracting goodwill of $5,790,049 and intangible assets of $6,837,091). The actual dilution will depend on the actual prices at which shares are sold to M2B and the number of shares ultimately issued.

~~Table~~ The number of ~~Contents~~shares of our common stock to be outstanding after this offering is based on approximately 5,076,368 shares of our common stock outstanding as of March 31, 2026, and excludes:

~~Risk~~shares ~~Factors~~issuable ~~Related~~upon conversion of our outstanding toSeries ~~the~~A ~~Financial~~Preferred ~~Condition~~Stock of(10,000 ~~the~~shares ~~Company~~designated and outstanding);
~~Because~~shares ~~our~~issuable ~~auditor has~~upon ~~issued~~conversion aof ~~going~~our ~~concern~~outstanding Series ~~opinion~~B ~~regarding~~Preferred ~~our~~Stock ~~company~~(59,276 ~~there~~shares ~~is an increased risk associated with an investment in our company.~~outstanding);
~~We have~~ ~~continually~~shares ~~operated~~issuable ~~at a loss with an accumulated deficit of $29,825,840 as of September 30, 2024. We have not attained profitable operations and are dependent~~ upon ~~obtaining~~conversion financing or generating revenue from operations to continue operations for the next twelve months. Our future is dependent upon our ability to obtain financing or upon future profitable operations. We reserve the right to seek additional funds through private placements of our ~~common stock and/or through debt financing. Our ability to raise additional financing~~outstanding isSeries ~~unknown.~~D WePreferred doStock ~~not have any formal commitments or arrangements for the advancement or loan of funds. For these reasons~~(54,964 ~~our~~shares ~~auditors stated~~outstanding); inand their report that they have substantial doubt we will be able to continue as a going concern. As a result, there is an increased risk that you could lose the entire amount of your investment in our company.
~~Because~~any weadditional ~~have a~~shares ~~limited~~that ~~operating history, you~~ may ~~not~~become beissuable ~~able~~under anti-dilution toor ~~accurately~~similar ~~evaluate our operations~~provisions.

~~We have~~Unless ~~had~~otherwise ~~limited operations to date. Therefore~~indicated, weall ~~have~~information ~~a limited operating history upon which to evaluate the merits of investing~~ in this ~~our~~prospectus ~~company.~~assumes ~~Potential~~no ~~investors~~conversion ~~should be aware~~ of ~~the~~outstanding ~~difficulties~~preferred ~~normally encountered by new companies and the high rate of failure of such enterprises~~stock. ~~The~~To ~~likelihood of success must be considered in light of~~ the ~~problems,~~extent ~~expenses, difficulties, complications and delays encountered in connection with the operations~~ that wepreferred ~~plan~~stock tois ~~undertake.~~converted ~~These~~or ~~potential problems include, but are not limited to, unanticipated problems relating to the ability to generate sufficient cash flow to operate our business and~~ additional ~~costs and expenses~~shares ~~that~~are ~~may~~issued ~~exceed~~for ~~current~~other ~~estimates.~~reasons, Wedilution ~~expect~~ to ~~continue~~common tostockholders ~~incur significant losses into the foreseeable future. We recognize that if the effectiveness of our business plan is not forthcoming, we~~ will ~~not~~ be ~~able to continue business operations~~greater. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and it is doubtful that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail.

~~We are~~SELLING ~~dependent on outside financing for the continuation of our operations.~~ STOCKHOLDER

~~Because~~This prospectus relates to the possible resale from wetime to time by M2B Funding Corp. (“M2B” or the “Selling Stockholder”) of any or all of the up to 11,000,000 shares of our common stock that have ~~generated~~been ~~limited~~or ~~revenues~~may ~~and~~be ~~currently~~issued ~~operate~~by atus ato ~~loss~~M2B under the Purchase Agreement, weconsisting ~~are~~of ~~completely~~up ~~dependent~~to on10,000,000 Purchase Shares and up to 1,000,000 Commitment Shares issuable as payment of the ~~continued~~facility ~~availability~~fee. All such shares of ~~financing~~common stock that are being registered under the Securities Act for resale by the Selling Stockholder in ~~order~~this offering are expected to ~~continue~~be freely tradable. The resale by the Selling Stockholder of a significant number of shares of our ~~business~~common ~~operations.~~stock ~~There~~that ~~can~~are beregistered nofor ~~assurance~~resale in this offering at any given time, or the perception that ~~financing~~these ~~sufficient~~sales may occur, could cause the market price of our common stock to ~~enable~~decline usand to ~~continue~~be ~~our~~highly ~~operations~~volatile. ~~will~~We beare ~~available~~filing the registration statement of which this prospectus forms a part to ussatisfy inour registration rights obligations under the Purchase ~~future~~Agreement.

WeSales of Purchase Shares, if any, to M2B under the Purchase Agreement will ~~need~~depend ~~additional~~upon ~~funds~~market toconditions, ~~complete~~the ~~further~~trading ~~development~~price of our ~~business~~common ~~plan~~stock, determinations by us as to ~~achieve~~the aappropriate sources ~~sustainable~~of ~~level~~funding ~~where~~for ~~ongoing~~our operations ~~can~~, beand ~~funded~~other ~~out~~factors ofto ~~revenues~~be determined by us. We ~~anticipate~~may ultimately decide to sell to M2B all, some, or none of the Purchase Shares that wemay ~~must~~be ~~raise~~available for us to sell to M2B pursuant to the ~~next~~Purchase 12Agreement. ~~months:~~If $1and when we do elect to sell Purchase Shares to M2B,~~750~~ or issue Commitment Shares as payment of the facility fee,~~000~~ ~~for~~M2B ~~acquisitions~~may toresell ~~fully~~all, ~~implement~~some, or none of those shares ~~our~~at ~~business~~any ~~plan~~time or from time to ~~its~~time ~~fullest~~in ~~potential~~its discretion, and ~~achieve~~such ~~our~~resales ~~growth~~may ~~plans~~be at different prices. ~~There~~As isa noresult, ~~assurance~~investors ~~that~~who ~~any~~purchase ~~additional~~shares of ~~financing~~our common stock from M2B in this offering at different times will belikely ~~available~~pay different prices for those shares, and so may experience ordifferent levels of dilution and different outcomes in their investment results. Investors may experience a decline in the value of the shares of our common stock they purchase from M2B as a result of future sales made by us to M2B at prices lower than the prices such investors paid for their shares of our common stock in this offering. In addition, if ~~available~~we sell a substantial number of shares to M2B, onor ~~terms~~if investors expect that we will bedo ~~acceptable~~so, tothe actual sales of those shares, or the mere existence of our arrangement with M2B, may make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect such sales.

~~Our~~Although the Purchase Agreement provides that we may ~~failure~~sell up to ~~obtain~~an ~~future~~aggregate ~~financing~~of or$50,000,000 of Purchase Shares to ~~produce~~M2B, ~~levels~~only 11,000,000 shares of ~~revenue~~our common stock are being registered for resale under this prospectus (representing up to ~~meet~~10,000,000 ~~our~~Purchase ~~financial~~Shares ~~needs~~plus ~~could~~up ~~result~~to in1,000,000 ~~our~~Commitment ~~inability~~Shares). If we elect to ~~continue~~sell asto aM2B ~~going~~the ~~concern,~~maximum number of Purchase Shares registered hereunder (and issue the maximum Commitment Shares), asthe aactual ~~result~~gross proceeds may be substantially less than the $50,000,000 total commitment available under the Purchase Agreement, depending on the market prices of our ~~investors~~common ~~could~~stock ~~lose~~during ~~their~~each ~~entire~~applicable ~~investment~~Pricing Period and whether we elect to pay the facility fee in cash or shares. If it becomes necessary for us to issue and sell to M2B more shares than are being registered for resale under this prospectus in order to receive aggregate gross proceeds approaching $50,000,000, we must first obtain stockholder approval to issue shares of common stock in excess of the 19.99% Exchange Cap in accordance with applicable Nasdaq rules (or rely on an applicable exception). The number of shares of our common stock ultimately offered for resale by M2B under this prospectus is dependent upon the number of Purchase Shares we ultimately sell to M2B under the Purchase Agreement and whether we elect to pay the facility fee in shares.

We may be unable to achieve some, all or any of the benefits that we expect to achieve from our plan to expand our operations.

In the future we may require additional financing for capital requirements and growth initiatives. Accordingly, we will depend on our ability to generate cash flows from operations and to borrow funds and issue securities in the capital markets to maintain and expand our business. We may need to incur debt on terms and at interest rates that may not be as favorable. If additional financing is not available when required or is not available on acceptable terms, we may be unable to operate our business as planned or at all, fund our expansion, successfully promote our business, develop or enhance our products and services, take advantage of business opportunities or respond to competitive pressures, any of which could have a material adverse effect on our business, financial condition and results of operations.

~~Table~~The table below presents information regarding the Selling Stockholder and the shares of ~~Contents~~common stock that it may from time to time offer for resale under this prospectus. The table is prepared based on information supplied to us by the Selling Stockholder and reflects its holdings as of May 1, 2026. The number of shares in the column “Maximum Number of Shares of Common Stock to be Offered Pursuant to this Prospectus” represents all of the shares of common stock that the Selling Stockholder may offer for resale under this prospectus, consisting of Purchase Shares and potential Commitment Shares issuable under the Purchase Agreement. The Selling Stockholder may sell some, all or none of the shares it receives. We do not know how long the Selling Stockholder will hold the shares before selling them, and we currently have no agreements, arrangements or understandings with the Selling Stockholder regarding the sale of any of the shares.

AsBeneficial aownership ~~growing~~is ~~company,~~determined in accordance with weRule ~~have~~13d-3(d) ~~yet~~promulgated toby ~~achieve~~the aSEC ~~profit~~under the Exchange Act, and ~~may~~includes ~~not~~shares ~~achieve~~of aour ~~profit~~common instock with respect to which the ~~near~~Selling Stockholder ~~future,~~has ifvoting atand ~~all~~investment power.

We have revenues but we are not profitable and may not be in the near future, if at all. Further, many of our competitors have a significantly larger industry presence and revenue stream but have yet to achieve profitability. Our ability to continue as a going concern is dependent upon raising capital from financing transactions, increasing revenue and keeping operating expenses below our revenue levels in order to achieve positive cash flows, none of which can be assured.

Name of Selling Stockholder

Number of Shares of Common Stock Owned Prior to Offering

Maximum Number of Shares of Common Stock to be Offered Pursuant to this Prospectus (1)

Number of Shares of Common Stock Owned After Offering (2)

Percent (3)

M2B Funding Corp.

11,000,000

Less than 1%

~~Risk~~(1) ~~Factors~~Represents ~~Related~~the maximum number of shares of common stock that the Selling Stockholder may offer for resale under this prospectus, consisting of up to 10,000,000 Purchase Shares and up to 1,000,000 Commitment Shares issuable under the ~~Business~~Purchase Agreement. The amounts set forth in this column do not reflect the application of the ~~Company~~9.99% Beneficial Ownership Limitation.

~~Our~~(2) ~~telecommunications line~~Assumes ofthe ~~business~~issuance isand ~~highly~~sale ~~sensitive~~(or toresale) ~~declining~~of ~~prices,~~all shares ~~which~~of ~~may~~our ~~adversely~~common ~~affect~~stock ~~our~~being ~~revenues~~offered ~~and~~for ~~margins~~resale pursuant to this prospectus.

~~The telecommunications~~(3) ~~industry~~Applicable percentage ownership is ~~characterized~~based byon approximately ~~intense~~6,735,946 ~~price~~shares ~~competition~~of our common stock outstanding as of May 20, ~~which~~2026. ~~has~~M2B ~~resulted~~Funding inCorp. ~~declines~~is ina ~~both~~Florida ~~our~~corporation. ~~average~~Daniel ~~per-minute price~~Kordash ~~realizations~~is the President of M2B Funding Corp. and ~~our~~has ~~average~~voting ~~per-minute~~control and ~~termination~~investment ~~costs~~discretion over the securities held by M2B Funding Corp.

A reduction of our prices to compete with any other offers in the market will not always guarantee and increase in the traffic, which may result in a reduction of revenue. If these trends in pricing continue or accelerate, it could have a material adverse effect on the revenues generated by our telecommunications businesses and/or our gross margins.

The continued growth of Over-The-Top calling and messaging services, such as WhatsApp, Skype and Viber has adversely affected the use of traditional phone communications. We expect this IP-based services which offer voice communications for free to continue to increase, which may result in increased substitution on our service offerings.

Our products face intense competitive challenges, including rapid technological changes, and pricing pressure from competitors, which could adversely affect our business.

All of our product lines are subject to significant competition from existing and future competitors, market conditions and technological change, or a combination of them, and our sales revenues and gross margins may suffer protracted and serious declines with the result that we would likely incur protracted losses. Further, the barriers to entry in several of our lines of business are not so significant that we may be facing competition from others who see significant opportunities to enter the market and undercut our prices with products that possess superior technological attributes at prices that offer our customers a better value. In this instance, we could incur protracted and significant losses and persons who acquire our common stock would suffer losses thereby.

From time to time, we may need to reduce our prices in response to competitive and customer pressures and to maintain our market share. Competition and customer pressures may also restrict our ability to increase prices in response to commodity and other input cost increases. Our results of operations will suffer if profit margins decrease, as a result of a reduction in prices, increased input costs or other factors, and if we are unable to increase sales volumes to offset those profit margin decreases. We may also need to increase spending on marketing, advertising and new product innovation to protect existing market share or increase market share. The success of our investments is subject to risks, including uncertainties about trade and consumer acceptance. As a result, our increased expenditures may not maintain or enhance market share and could result in lower profitability.

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Our operating results may fluctuate, which could have a negative impact on our ability to grow our client base, establish sustainable revenues and succeed overall.

Our results of operations may fluctuate as a result of a number of factors, some of which are beyond our control including but not limited to:

• general economic conditions in the geographies and industries where we sell our services and conduct operations; legislative policies where we sell our services and conduct operations; • the budgetary constraints of our customers; seasonality; • the success of our strategic growth initiatives; • costs associated with the launching or integration of new or acquired businesses; • timing of new product introductions by us, our suppliers and our competitors; product and service mix, availability, utilization and pricing; • the mix, by state and country, of our revenues, personnel and assets; • movements in interest rates or tax rates; • changes in, and application of, accounting rules; • changes in the regulations applicable to us; • Litigation matters.

As a result of these factors, we may not succeed in our business, and we could go out of business.

The termination of our carrier agreements or our inability to enter into new carrier agreements in the future could materially and adversely affect our ability to compete, which could reduce our revenues and profits.

We rely upon our carrier agreements in order to provide our telecommunications services to our customers. These carrier agreements are in most cases for finite terms and, therefore, there can be no guarantee that these agreements will be renewed at all or on favorable terms to us. Our ability to compete would be adversely affected if our carrier agreements were terminated or we were unable to enter into carrier agreements in the future to provide our telecommunications services to our customers, which could result in a reduction of our revenues and profits.

Our customers, could experience financial difficulties, which could adversely affect our revenues and profitability if we experience difficulties in collecting our receivables.

As a provider of international long-distance services, we depend upon sales of transmission and termination of traffic to other long-distance providers and the collection of receivables from these customers. The wholesale telecommunications market continues to feature many smaller, less financially stable companies. If weakness in the telecommunications industry or the global economy reduces our ability to collect our accounts receivable from our major customers our profitability may be substantially reduced. While our most significant customers, from a revenue perspective, vary from quarter to quarter, our twenty-two largest customers (3.88% of our total customer base) collectively accounted for 87.7% of total consolidated revenues for the nine months ended September 30, 2024 . This concentration of revenues increases our exposure to non-payment by our larger customers, and we may experience significant write-offs if any of our large customers fail to pay their outstanding balances, which could adversely affect our revenues and profitability.

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We may fail to successfully integrate our acquisitions or otherwise be unable to benefit from pursuing acquisitions.

We believe there are meaningful opportunities to grow through acquisitions and joint ventures across all product and service categories and we expect to continue a strategy of selectively identifying and acquiring businesses with complementary products and services. We may be unable to identify, negotiate, and complete suitable acquisition opportunities on reasonable terms. There can be no assurance that any business acquired by us will be successfully integrated with our operations or prove to be profitable to us. We may incur future liabilities related to acquisitions. Should any of the following problems, or others, occur as a result of our acquisition strategy, the impact could be material:

• difficulties integrating personnel from acquired entities and other corporate cultures into our business;

• difficulties integrating information systems;

• the potential loss of key employees of acquired companies;

• the assumption of liabilities and exposure to undisclosed or unknown liabilities of acquired companies; or

• the diversion of management attention from existing operations.

Natural disasters, terrorist acts, acts of war, cyber-attacks or other breaches of network or information technology security may cause equipment failures or disrupt our operations.

Our inability to operate our telecommunications networks because of such events, even for a limited period of time, may result in loss of revenue, significant expenses, which could have a material adverse effect on our results of operations and financial condition.

We could be harmed by network disruptions, security breaches, or other significant disruptions or failures of our IT infrastructure and related systems. To be successful, we need to continue to have available a high capacity, reliable and secure network for our and our customers’ use. As any other company, we face the risk of a security breach, whether through cyber-attacks, malware, computer viruses, sabotage, or other significant disruption of our IT infrastructure and related systems. There is a risk of a security breach or disruption of the systems we operate, including possible unauthorized access to our proprietary or classified information. We are also subject to breaches of our network resulting in unauthorized utilization of our services, which subject us to the costs of providing those services, which are likely not recoverable. The secure maintenance and transmission of our information is a critical element of our operations. Our information technology and other systems that maintain and transmit customer information may be compromised by a malicious third-party penetration of our network security, or impacted by advertent or inadvertent actions or inactions by our employees, or those of a third party service provider or business partner. As a result, our or our customers’ information may be lost, disclosed, accessed or taken without the customers’ consent, or our services may be used without payment.

Although we make significant efforts to maintain the security and integrity of these types of information and systems, there can be no assurance that our security efforts and measures will be effective or that attempted security breaches or disruptions would not be successful or damaging, especially in light of the growing sophistication of cyber-attacks and intrusions. We may be unable to anticipate all potential types of attacks or intrusions or to implement adequate security barriers or other preventative measures. Certain business units have been the subject of attempted and successful cyber-attacks in the past. We have researched the situation and do not believe any material internal, or customer information has been compromised.

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We operate a global business that exposes us to currency, economic and regulatory.

Our revenue comes primarily from sales outside the U.S. and our growth strategy is largely focused on emerging markets. Our success delivering solutions and competing in international markets is subject to our ability to manage various risks and difficulties, including, but not limited to:

• our ability to effectively staff, provide technical support and manage operations in multiple countries;

• fluctuations in currency exchange rates;

• timely collecting of accounts receivable from customers located outside of the U.S;

• trade restrictions, political instability, disruptions in financial markets, and deterioration of economic conditions;

• compliance with the U.S. Foreign Corrupt Practices Act, and other anti-bribery laws and regulations;

• variations and changes in laws applicable to our operations in different jurisdictions, including enforceability of intellectual property and contract rights; and

• compliance with export regulations, tariffs and other regulatory barriers.

If we are unable to successfully manage growth, our operations could be adversely affected.

Our progress is expected to require the full utilization of our management, financial and other resources, which to date has occurred with limited working capital. Our ability to manage growth effectively will depend on our ability to improve and expand operations, including our financial and management information systems, and to recruit, train and manage sales personnel. There can be no absolute assurance that management will be able to manage growth effectively.

If we do not properly manage the growth of our business, we may experience significant strains on our management and operations and disruptions in our business. Various risks arise when companies and industries grow quickly. If our business or industry grows too quickly, our ability to meet customer demand in a timely and efficient manner could be challenged. We may also experience development delays as we seek to meet increased demand for our products. Our failure to properly manage the growth that we or our industry might experience could negatively impact our ability to execute on our operating plan and, accordingly, could have an adverse impact on our business, our cash flow and results of operations, and our reputation with our current or potential customers.

Risks Related to Legal Uncertainty

We may be subject to securities litigation, which is expensive and could divert management attention.

In the past companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Litigation of this type could result in substantial costs and diversion of management’s attention and resources, which could seriously hurt our business. Any adverse determination in litigation could also subject us to significant liabilities.

We may be subject to tax and regulatory audits which could subject us to liabilities.

We are subject to tax and regulatory audits which could result in the imposition of liabilities that may or may not have been reserved. We are subject to audits by taxing and regulatory authorities with respect to certain of our income and operations. These audits can cover periods for several years prior to the date the audit is undertaken and could result in the imposition of liabilities, interest and penalties if our positions are not accepted by the auditing entity.

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Our global operations subject us to many different and complex laws and rules, and we may face difficulty in compliance.

Due to our global operations, we are subject to many laws governing international relations (including but not limited to the Foreign Corrupt Practices Act, the U.S. Export Administration Act the EU General Data Protection Regulation, and the U.K. Modern Anti-Slavery Act); which prohibit improper payments to government officials and restrict where and how we can do business, what information or products we can supply to certain countries, what personal information we can transfer, and what information we can provide to a non-U.S. government. Although we have procedures and policies in place that should mitigate the risk of violations of these laws, there is no guarantee that they will be sufficiently effective. If, and when we acquire new businesses, we may not be able to ensure that the pre-existing controls and procedures meant to prevent violations of the rules and laws were effective, and we may not be able to implement effective controls and procedures to prevent violations quickly enough when integrating newly acquired businesses. Acquisitions of new businesses in new non-U.S. jurisdictions may also subject us to new regulations and laws, and we may face difficulties ensuring compliance with these new requirements.

Changes in regulations or user concerns regarding privacy and protection of user data, or any failure to comply with such laws, could adversely affect our business.

Federal, state, and international laws and regulations govern the collection, use, retention, disclosure, sharing and security of data that we receive from and about our users. The use of consumer data by online service providers is a topic of active interest among federal, state, and international regulatory bodies, and the regulatory environment is unsettled. Many states have passed laws requiring notification to users where there is a security breach for personal data, such as California’s Information Practices Act. We face similar risks in international markets where our products and services are offered. Any failure, or perceived failure, by us to comply with or make effective modifications to our policies, or to comply with any applicable federal, state, or international privacy, data-retention or data-protection-related laws, regulations, orders or industry self-regulatory principles could result in proceedings or actions against us by governmental entities or others, a loss of user confidence, damage to our business and brand, and a loss of users, which could potentially have an adverse effect on our business.

In addition, various federal, state and foreign legislative or regulatory bodies may enact new or additional laws and regulations concerning privacy, data retention, data transfer and data protection issues, including laws or regulations mandating disclosure to domestic or international law enforcement bodies, which could adversely impact our business, our brand or our reputation with users. For example, some countries are considering or have enacted laws mandating that user data regarding users in their country be maintained in their country. In addition, there currently is a data protection regulation applicable to member states of the European Union that includes operational and compliance requirements that are different than those currently in place and that also includes significant penalties for non-compliance.

The interpretation and application of privacy, data protection, data transfer and data retention laws and regulations are often uncertain and in flux in the United States and internationally. These laws may be interpreted and applied inconsistently from country to country and inconsistently with our current policies and practices, complicating long-range business planning decisions. If privacy, data protection, data transfer or data retention laws are interpreted and applied in a manner that is inconsistent with our current policies and practices, we may be fined or ordered to change our business practices in a manner that adversely impacts our operating results. Complying with these varying international requirements could cause us to incur substantial costs or require us to change our business practices in a manner adverse to our business and operating results.

We may be subject to legal liability associated with providing online services or content.

We host and provide a wide variety of services and technology products that enable and encourage individuals and businesses to exchange information; upload or otherwise generate photos, videos, text, and other content; advertise products and services; conduct business; and engage in various online activities both domestically and internationally. The law relating to the liability of providers of online services and products for activities of their users is currently unsettled both within the United States and internationally. We may be subject to domestic or international actions alleging that certain content we have generated or third-party content that we have made available within our services violates laws in domestic and international jurisdictions.

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It is also possible that if any information provided directly by us contains errors or is otherwise wrongfully provided to users, third parties could make claims against us. For example, we offer web-based e-mail services, which expose us to potential risks, such as liabilities or claims, by our users and third parties, resulting from unsolicited e-mail, lost or misdirected messages, illegal or fraudulent use of e-mail, alleged violations of policies, property interests, or privacy protections, including civil or criminal laws, or interruptions or delays in e-mail service. We may also face purported consumer class actions or state actions relating to our online services, including our fee-based services. In addition, our customers, third parties, or government entities may assert claims or actions against us if our online services or technologies are used to spread or facilitate malicious or harmful code or applications.

Investigating and defending these types of claims are expensive, even if the claims are without merit or do not ultimately result in liability, and could subject us to significant monetary liability or cause a change in business practices that could negatively impact our ability to compete.

Nevada law and certain anti-takeover provisions of our corporate documents could entrench our management or delay or prevent a third party from acquiring us or a change in control even if it would benefit our shareholders.

Certain provisions of Nevada law may have an anti-takeover effect and may delay or prevent a tender offer or other acquisition transaction that a shareholder might consider to be in his or her best interest. The summary of the provisions of Nevada law set forth below does not purport to be complete and is qualified in its entirety by reference to Nevada law.

The issuance of shares of preferred stock, the issuance of rights to purchase such shares, and the imposition of certain other adverse effects on any party contemplating a takeover could be used to discourage an unsolicited acquisition proposal. For instance, the issuance of a series of preferred stock might impede a business combination by including class voting rights that would enable a holder to block such a transaction. In addition, under certain circumstances, the issuance of preferred stock could adversely affect the voting power of holders of our common stock.

Under Nevada law, a director, in determining what he reasonably believes to be in or not opposed to the best interests of the corporation, does not need to consider only the interests of the corporation’s shareholders in any takeover matter but may also, in his discretion, may consider any of the following:

(i) The interests of the corporation’s employees, suppliers, creditors and customers; (ii) The economy of the state and nation; (iii) The impact of any action upon the communities in or near which the corporation’s facilities or operations are located; (iv) The long-term interests of the corporation and its shareholders, including the possibility that those interests may be best served by the continued independence of the corporation; and (v) Any other factors relevant to promoting or preserving public or community interests.

Because our board of directors is not required to make any determination on matters affecting potential takeovers solely based on its judgment as to the best interests of our shareholders, our board could act in a manner that would discourage an acquisition attempt or other transaction that some, or a majority, of our shareholders might believe to be in their best interests or in which such shareholders might receive a premium for their stock over the then market price of such stock. Our board presently does not intend to seek shareholder approval prior to the issuance of currently authorized stock, unless otherwise required by law or applicable stock exchange rules.

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We are no longer an “emerging growth company” and therefore no longer eligible for reduced reporting requirements applicable to emerging growth companies.

It has been twelve years since our first registered sale of common stock in 2012, so we are no longer eligible for the reduced disclosure requirements applicable to “emerging growth companies.”

Emerging growth companies may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

We are also a smaller reporting company, and we will remain a smaller reporting company until the fiscal year following the determination that our voting and non-voting common shares held by non-affiliates is more than $250 million measured on the last business day of our second fiscal quarter, or our annual revenues are more than $100 million during the most recently completed fiscal year and our voting and non-voting common shares held by non-affiliates is more than $700 million measured on the last business day of our second fiscal quarter. Similar to emerging growth companies, smaller reporting companies are able to provide simplified executive compensation disclosure, are exempt from the auditor attestation requirements of Section 404, and have certain other reduced disclosure obligations, including, among other things, being required to provide only two years of audited financial statements and not being required to provide selected financial data, supplemental financial information or risk factors.

Since we are no longer eligible for emerging growth company status, we will be subject to the reporting obligations of a smaller reporting company and, if we continue grow, we may be subject to increased reporting requirements applicable to accelerated filers, which are more onerous than those applicable to smaller reporting companies.

As a smaller reporting company and will be exempt from certain disclosure requirements, which could make our Common Stock less attractive to potential investors.

Rule 12b-2 of the Exchange Act defines a “smaller reporting company” as an issuer that is not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent that is not a smaller reporting company and that:

• had a public float of less than $250 million as of the last business day of our most recently completed second fiscal quarter, computed by multiplying the aggregate worldwide number of shares of our voting and non-voting common equity held by non-affiliates by the price at which the common equity was last sold, or the average of the bid and asked prices of common equity, in the principal market for the common equity; or • in the case of an initial registration statement under the Securities Act, or the Exchange Act, for shares of our common equity, had a public float of less than $250 million as of a date within 30 days of the date of the filing of the registration statement, computed by multiplying the aggregate worldwide number of such shares held by non-affiliates before the registration plus, in the case of a Securities Act registration statement, the number of such shares included in the registration statement by the estimated public offering price of the shares; or • in the case of an issuer whose public float as calculated under paragraph (1) or (2) of this definition was zero, had annual revenues of less than $100 million during the most recently completed fiscal year for which audited financial statements are available.

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As a smaller reporting company, we will not be required and may not include a Compensation Discussion and Analysis section in our proxy statements; we will provide only two years of financial statements; and we need not provide the table of selected financial data. We also will have other “scaled” disclosure requirements that are less comprehensive than issuers that are not smaller reporting companies which could make our Common Stock less attractive to potential investors, which could make it more difficult for our stockholders to sell their shares.

If we fail to maintain an effective system of internal control over financial reporting in the future, we may not be able to accurately report our financial condition, results of operations or cash flows, which may adversely affect investor confidence in us and, as a result, the value of our common shares.

We are required, under Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting. This assessment includes disclosure of any material weaknesses identified by our management in our internal control over financial reporting. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting that results in more than a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a timely basis. Section 404 of the Sarbanes-Oxley Act also generally requires an attestation from our independent registered public accounting firm on the effectiveness of our internal control over financial reporting. However, for as long as we remain a smaller reporting company, we intend to take advantage of the exemption permitting us not to comply with the independent registered public accounting firm attestation requirement.

Our compliance with Section 404 will require that we incur substantial accounting expense and expend significant management efforts. We may not be able to complete our evaluation, testing and any required remediation in a timely fashion. During the evaluation and testing process, if we identify one or more material weaknesses in our internal control over financial reporting, we will be unable to assert that our internal control over financial reporting is effective.

As of the date of our last Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, 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 cannot assure you that there will not be material weaknesses or significant deficiencies in our internal control over financial reporting in the future. Any failure to maintain internal control over financial reporting could severely inhibit our ability to accurately report our financial condition, results of operations or cash flows. This may expose us, including individual executives, to potential liability which could significantly affect our business. If we are unable to conclude that our internal control over financial reporting is effective, or if our independent registered public accounting firm determines we have a material weakness or significant deficiency in our internal control over financial reporting once that firm begins its audits of internal control over financial reporting, we could lose investor confidence in the accuracy and completeness of our financial reports, the market price of our common shares could decline, and we could be subject to sanctions or investigations by FINRA, the SEC, or other regulatory authorities. Failure to remedy any material weakness in our internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict our future access to the capital markets.

Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.

Our disclosure controls and procedures are designed to reasonably assure that information required to be disclosed by us in reports we file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to management, recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. We believe that any disclosure controls and procedures or internal controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

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These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by an unauthorized override of the controls. Accordingly, because of the inherent limitations in our control system, misstatements or insufficient disclosures due to error or fraud may occur and not be detected.

Deficiencies in disclosure controls and procedures and internal control over financial reporting could result in a material misstatement in our financial statements.

We could be adversely affected if there are deficiencies in our disclosure controls and procedures or in our internal controls over financial reporting. The design and effectiveness of our disclosure controls and procedures and our internal controls over financial reporting may not prevent all errors, misstatements or misrepresentations. Consistent with other entities in similar stages of development, we have a limited number of employees currently in the accounting group, limiting our ability to provide for segregation of duties and secondary review. A lack of resources in the accounting group could lead to material misstatements resulting from undetected errors occurring from an individual performing primarily all areas of accounting with limited secondary review. Deficiencies in internal controls over financial reporting which may occur could result in material misstatements of our results of operations, restatements of financial statements, other required remediations, a decline in the price of our common shares, or otherwise materially adversely affect our business, reputation, results of operations, financial condition or liquidity.

Risks Related to Our Securities

We have the right to issue additional common stock and preferred stock without consent of stockholders. This would have the effect of diluting investors’ ownership and could decrease the value of their investment.

We have additional authorized, but unissued shares of our common stock that may be issued by us for any purpose without the consent or vote of our stockholders that would dilute stockholders’ percentage ownership of our company.

In addition, our certificate of incorporation authorizes the issuance of shares of preferred stock and/or the conversion of existing outstanding preferred stock into common stock, the rights, preferences, designations and limitations of which may be set by the Board of Directors. Our certificate of incorporation has authorized issuance of up 300,000,000 shares of common stock and up to 1,200,000 shares of preferred stock in the discretion of our Board.

The shares of authorized but unissued preferred stock may be issued upon Board of Directors approval; no further stockholder action is required. If issued, the rights, preferences, designations and limitations of such preferred stock would be set by our Board and could operate to the disadvantage of the outstanding common stock. Such terms could include, among others, preferences as to dividends and distributions on liquidation.

Our largest shareholders, officers and directors and related parties, Leandro Iglesias and Alvaro Cardona, have substantial control over us and our policies as a result of their holdings in Series A Preferred Stock, and will be able to influence all corporate matters, which might not be in other shareholders’ interests.

There were 10,000 shares of Series A Preferred Stock outstanding as of the date of this prospectus, with Mr. Iglesias holding 7,000 shares and Mr. Cardona the other 3,000 shares. There were 206,153,352 shares of common stock outstanding as of the date of this prospectus, with Mr. Iglesias holding 3,614,182 shares and Mr. Cardona holding 1,331,842 shares, which together accounts for just over 2.39% of our outstanding common stock. Holders of Series A Preferred Stock are entitled to vote together with the holders of our common stock on all matters submitted to shareholders at a rate of 51% of the total vote of shareholders, including the election of directors. Our common stock is entitled to one vote per share on all matters submitted to a vote of the stockholders, including the election of directors. By virtue of their ownership of Series A Preferred Stock and common stock, they are able to vote at a rate of approximately 52.18% of the total vote of shareholders. They are therefore able to exercise significant influence over all matters requiring approval by our stockholders, including the election of directors, the approval of significant corporate transactions, and any change of control of our company. They could prevent transactions, which would be in the best interests of the other shareholders. Their interests may not necessarily be in the best interests of the shareholders in general.

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We do not expect to pay dividends in the foreseeable future. Any return on investment may be limited to the value of our common stock.

We do not anticipate paying cash dividends on our common stock in the foreseeable future. The payment of dividends on our common stock will depend on earnings, financial condition and other business and economic factors affecting it at such time as the board of directors may consider relevant. If we do not pay dividends, our common stock may be less valuable because a return on your investment will occur only if our stock price appreciates.

Risks Related to the Offering and the Market for our Stock

If a market for our common stock does not develop, shareholders may be unable to sell their shares.

Our common stock is quoted under the symbol “IQST” on the OTCQX operated by OTC Markets Group, Inc., an electronic inter-dealer quotation medium for equity securities. We do not currently have an active trading market. There can be no assurance that an active and liquid trading market will develop or, if developed, that it will be sustained.

Our securities are very thinly traded. Accordingly, it may be difficult to sell shares of our common stock without significantly depressing the value of the stock. Unless we are successful in developing continued investor interest in our stock, sales of our stock could continue to result in major fluctuations in the price of the stock.

The market price of our common stock is likely to be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control.

Our stock price is subject to a number of factors, including:

• Technological innovations or new products and services by us or our competitors;

• Government regulation of our products and services;

• The establishment of partnerships with other telecom companies;

• Intellectual property disputes;

• Additions or departures of key personnel;

• Sales of our common stock;

• Our ability to integrate operations, technology, products and services;

• Our ability to execute our business plan;

• Operating results below or exceeding expectations;

• Whether we achieve profits or not;

• Loss or addition of any strategic relationship;

• Industry developments;

• Economic and other external factors; and

• Period-to-period fluctuations in our financial results.

Our stock price may fluctuate widely as a result of any of the above. In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock.

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Because we are subject to the “Penny Stock” rules, the level of trading activity in our stock may be reduced.

The Securities and Exchange Commission has adopted regulations which generally define “penny stock” to be any listed, trading equity security that has a market price less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exemptions. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules generally require that prior to a transaction in a penny stock, the broker-dealer make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules which may increase the difficulty Purchasers may experience in attempting to liquidate such securities.

We will likely conduct further offerings of our equity securities in the future, in which case your proportionate interest may become diluted.

We will likely be required to conduct equity offerings in the future to finance our current projects or to finance subsequent projects that we decide to undertake. If our common stock shares are issued in return for additional funds, the price per share could be lower than that paid by our current shareholders. We anticipate continuing to rely on equity sales of our common stock shares in order to fund our business operations. If we issue additional common stock shares or securities convertible into shares of our common stock, your percentage interest in us could become diluted.

If securities or industry analysts do not publish research or reports about our business, or publish negative reports about our business, our share price and trading volume could decline.

The trading market for our common stock will, to some extent, depend on the research and reports that securities or industry analysts publish about us or our business. We do not have any control over these analysts. If one or more of the analysts who cover us downgrade our shares or change their opinion of our shares, our share price would likely decline. If one or more of these analysts cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our share price or trading volume to decline.

MANAGEMENT

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

Name	Age		Positions and Offices Held
Leandro Iglesias		59	President, Chairman, Chief Executive Officer and Director
Alvaro Quintana Cardona		53	Chief Operating Officer, Chief Financial Officer and Director
Raul Perez		73	Director
Jose Antonio Barreto		66	Director
Italo Segnini		59	Director

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

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Leandro Iglesias

Before founding Etelix in year 2008, where he has acted as President and CEO, Mr. Iglesias was the International Business Manager at CANTV/Movilnet (the Venezuelan biggest telecommunications services provider). He held this position between January 2003 and July 2008, while the company was under the control of Verizon. Previous to his position in Cantv/Movilnet Mr. Iglesias was Executive Vice President and responsible of the Latin America marketing division of American Internet Communications (August 1998 – December 2002). Leandro Iglesias has developed a career for more than 20 years in the telecommunications industry with a particular emphasis in the international long-distance traffic business, submarine cables, satellite communications and international roaming services. He is Electronic Engineer graduate from Universidad Simon Bolivar and graduated from the Management Program at IESA Business School. He also holds an MBA from Universidad Nororiental Gran Mariscal de Ayacucho.

Aside from that provided above, Mr. Iglesias does not hold and has not held over the past five years any other directorships in any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940.

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

Alvaro Quintana Cardona

Alvaro Quintana has developed a career of more than twenty years of experience in the telecommunication industry with particular focus on regulatory affairs, strategic planning, value added services and international interconnection agreements. Before joining Etelix in year 2013 as Chief Operation Officer and Chief Financial Officer, Mr. Quintana acted between June 2004 and May 2013 as Interconnection and Value-Added Services Manager at Digitel (a mobile service provider in Venezuela, formerly a Telecom Italia Mobile subsidiary). He holds a Bachelor Degree in Business Administration and a Specialist Degree in Economics, both from the Universidad Catolica Andres Bello. He also holds a Master in Telecommunications from the EOI Business School in Spain.

Aside from that provided above, Mr. Cardona does not hold and has not held over the past five years any other directorships in any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940.

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

Raul A Perez

From December 1, 2014 to present, Mr. Perez serves as CFO of Deerbrook Family Dentistry, PC, Dental Practice in Humble, Texas. From November 1, 2017 to January 31, 2019, he served as Senior Accountant to Principrin School, PC, Day Care in Houston, Texas.

Mr. Perez has been in finance for more than 40 years, starting in 1970 as analyst in treasury and finance departments and progressively assuming different positions up to corporate treasurer for large corporations. He served for Sudamtex of Venezuela, C.A for 5 years and Polar Brewery in Caracas, Venezuela for 10 year. Beginning in 2000, he accepted a position as a Director of the Security and Exchange Commission of Venezuela to have the surveillance of Venezuelan stock market participants. Also, in 2004 he completed the requirements and received his certification as a Venezuelan Investment Advisor. Later, as an independent contractor for three years, he was selected as the Corporate Compliance Officer for an especially important stock market broker dealer in Venezuela, Activalores Casa de Bolsa, in which he developed the Compliance Unit and manuals required by local and international anti money laundering laws. He also taught Advanced Institute of Finance (IAF) in Caracas being a professor of Corporate Finance and Managerial Accounting for 5 years.

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Mr. Perez has a Bachelor’s degree in accounting (1976), and MBA Finance (1982), gave me the overall knowledge of finance and how to plan, start up, run, and control a business.

We have selected Mr. Perez to serve as an independent director because of his education, skills and experience in finance and his regulatory history.

Jose Antonio Barreto

From 2006 to the present, Mr. Barreto has been Chief Business Development Officer of Xpectra Remote Management / Mexico. There he was in charge of directing all aspects of account development and sales effort to close specific private and government opportunities and developing strategic accounts in Mexico and the LATAM region. From 2020 to present, he has been an advisor to our Board of Directors.

Mr. Barreto has more than 30 years of experience working in telecommunications and technology companies. He has been directly responsible of leading the business development and operational in several telecommunication and technology companies’ acquisition activity, with the responsibility of leading the technical, operation and financial analysis. Over the last 14 years, Jose Antonio has been the North and Central American leader, spanning from Mexico to Panama, in the development of commercial processes in the technology security field, artificial intelligence, Internet of Things (IoT) platforms, as well as cutting edge technology solutions and software systems.

He studied Electronic Engineering at the Universidad Simón Bolivar followed by a Master of Science Degree in Electrical and Computer Engineering at Rice University. He also completed the Master in Telecommunications Management offered by Universidad Simon Bolivar and the Telecom SudParis Institute.

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

Italo R. Segnini

From March 2020 to the present, Mr. Segnini has been serving as Global Carrier Partnership Director of Sierra Wireless. From June 2019 to February 2020, he served as an Independent Telecom Consultant. From 2017 to 2019, he served as Director of International Carrier Business for Televisa Telecom. From 2012 to 2019, he served as Director International Carrier Business for Millicom.

Mr. Segnini is a long time Telecommunicaction industry professional who has had high level positions at Global Tier Ones for more than 20 years, Telefonica, Millicon and Televisa, Sierra Wireless to mention a few. Mr. Segnini has extensive executive experience in the Telecom areas like Voice, A2P, SMS, Data, Roaming, Mobility Services, B2B, MNO, MVNO, IoT, Interconnection, etc., and a solid business performance record spanning multiple functions including International commercial negotiations, management, sales, business development, sales, regulatory and operations. Italo R. Segnini holds a Juris Doctor degree from the Andres Bello Catholic University, a Telecommunication Masters Degree from Madrid Pontificia Comillas University and an MBA from IESA Business School

Term of Office

Our Directors are appointed for a one-year term to hold office until the next annual general meeting of our stockholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board, subject to their respective employment agreements.

Significant Employees

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

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Family Relationships

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

Involvement in Certain Legal Proceedings

During the past 10 years, none of our current directors, nominees for directors or current executive officers has been involved in any legal proceeding identified in Item 401(f) of Regulation S-K, including:

1. Any petition under the Federal bankruptcy laws or any state insolvency law filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he or she was a general partner at or within two years before the time of such filing, or any corporation or business association of which he or she was an executive officer at or within two years before the time of such filing;

2. Any conviction in a criminal proceeding or being named a subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

3. Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him or her from, or otherwise limiting, the following activities:

i. Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

ii. Engaging in any type of business practice; or

iii. Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

4. Being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any type of business regulated by the Commodity Futures Trading Commission, securities, investment, insurance or banking activities, or to be associated with persons engaged in any such activity;

5. Being found by a court of competent jurisdiction in a civil action or by the SEC to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

6. Being found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

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7. Being subject to, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

i. Any Federal or State securities or commodities law or regulation; or ii. Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or iii. Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

8. Being subject to, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Director Independence

The Board of Directors reviews the independence of our directors on the basis of standards adopted by the NASDAQ Stock Market (“NASDAQ”). As a part of this review, the Board of Directors considers transactions and relationships between our company, on the one hand, and each director, members of the director’s immediate family, and other entities with which the director is affiliated, on the other hand. The purpose of such a review is to determine which, if any, of such transactions or relationships were inconsistent with a determination that the director is independent under NASDAQ rules. As a result of this review, the Board of Directors has determined that each of Messrs. Perez, Barreto and Segnini are “independent directors” within the meaning of applicable NASDAQ listing standards.

Committees of the Board

On August 25, 2021, the Board authorized the creation of an Audit Committee. Raul Perez (chair), Italo Segnini and Jose Antonio Barreto were appointed to serve on the Audit Committee.

Each of Messrs Perez, Segnini and Barreto have been determined by the Board to be independent directors within the meaning of NASDAQ Rule 5605. Mr. Perez was identified and designated by the Board as an “audit committee financial expert,” as defined by the SEC in Item 407 of Regulation S-K.

On November 17, 2022, we authorized the creation of a Compensation Committee. The Compensation Committee’s responsibilities, which are discussed in detail in its Charter, include the following:

• In consultation with our senior management, establish our general compensation philosophy and oversee the development and implementation of our compensation programs; • Recommend the base salary, incentive compensation and any other compensation for our Chief Executive Officer to the Board of Directors and review and approve the Chief Executive Officer’s recommendations for the compensation of all other officers of our company and its subsidiary; • Administer our incentive and stock-based compensation plans, and discharge the duties imposed on the Compensation Committee by the terms of those plans; • Review and approve any severance or termination payments proposed to be made to any current or former officer of our company; and • Perform other functions or duties deemed appropriate by the Board of Directors.

The Committee is comprised of, Raul Perez, Jose Antonio Barreto, and Italo Segnini, with Mr. Segnini serving as Chairperson. Each of Messrs. Perez, Barreto and Segnini have been determined by the Board to be an independent director within the meaning of NASDAQ Rule 5605.

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On June 12, 2023, our Board of Directors adopted a charter for our newly created Nominating and Governance Committee (the “Committee”). The Committee is responsible for the oversight of our director nominations process, including recommending nominees to the Board of Directors for approval and for the development and maintenance of our corporate governance policies.

Our Board of Directors appointed the following persons to the Committee: Raul Perez, Jose Antonio Barreto and Italo Segnini, with Mr. Barreto serving as Chairperson.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors and executive officers and persons who beneficially own more than ten percent of a registered class of the Company’s equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Officers, directors and greater than ten percent beneficial stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. To the best of our knowledge based solely on a review of Forms 3, 4, and 5 (and any amendments thereof) received by us, no persons have failed to file, on a timely basis, the identified reports required by Section 16(a) of the Exchange Act during fiscal year ended December 31, 2024.

Code of Ethics

On October 31, 2022, our Board of Directors approved and adopted a Code of Business Conduct and Ethics (the “Code of Ethics”). The Code of Ethics is applicable to all directors, officers and employees of our company, our company’s subsidiaries and any subsidiaries that may be formed in the future. The Code of Ethics addresses such individuals’ conduct with respect to, among other things, conflicts of interests; compliance with applicable laws, rules, and regulations; full, fair, accurate, timely, and understandable disclosure; competition and fair dealing; corporate opportunities; confidentiality; insider trading; protection and proper use of our assets; fair treatment; and reporting suspected illegal or unethical behavior.

A copy of our Code of Ethics is posted on our website at http://iqstel.com/. We will make any legally required disclosures regarding amendments to, or waivers of, provisions of our Code of Business Conduct and Ethics on our website. The reference to the iQSTEL website address does not constitute incorporation by reference of the information contained at or available through our website, and you should not consider it to be part of this prospectus.

EXECUTIVE COMPENSATION

The table below summarizes all compensation awarded to, earned by, or paid to our former or current executive officers for the fiscal years ended December 31, 2024 and 2023.

Name and principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	All Other Compensation ($) (1)(2)	Total ($)
Leandro Iglesias President, CEO and Director	2024 2023	432,000 240,000	- -	- -	- -	- -	432,000 240,000
Alvaro Quintana Treasury, Secretary and Director	2024 2023	324,000 144,000	- -	- -	- -	- -	324,000 144,000
Juan Carlos López Chief Commercial Officer(1)	2024 2023	- 60,000	- -	- -	- -	- -	- 60,000

(1) On March 1, 2024, Juan Carlos Lopez Silva resigned from his position as Chief Commercial Officer of the Company. Mr. Lopez will formally assume the position of CEO of the IQSTEL subsidiaries, Etelix and SwissLink, a position that he has been holding as interim in recent months. The existing employment agreement Mr. Lopez has with the Company will remain in effect with the change in position.

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On May 2, 2019, the Company entered into Employment Agreements with the following persons: (i) Leandro Iglesias as President, CEO and Chairperson of the Company’s Board of Directors with an annual salary of $168,000 with an annual bonus of 3% of our net income; (ii) Juan Carlos Lopez Silva as Chief Commercial Officer with an annual salary of $120,000 with an annual bonus of 3% of our net income; and Alvaro Quintana Cardona as Chief Operating Officer and Chief Financial Officer with an annual salary of $144,000 with an annual bonus of 3% of our net income. The Employment Agreements have a term of 36 months, are renewable automatically for 24-month periods, unless the Company gives written notice at least 90 days prior to termination of the initial 36-month term. The Company shall have the right to terminate any of the employment agreements at any time without prior notice, but in that event, the Company shall pay these persons salaries and other benefits they are entitled to receive under their respective agreements for three years. The above executive officers agreed to two year non-compete and non-solicit restrictive covenants with the Company. If any of the executive officers are terminated for cause they shall forfeit any rights to severance.

On November 1, 2020, our board of directors approved amended employments in favor of our Chief Executive Officer, Leandro Iglesias, our Chief Financial Officer, Alvaro Quintana, and our Chief Commercial Officer, Juan Carlos Lopez Silva.

The amended employment agreement in favor of Mr. Iglesias extended the term of employment from 36 months to 60 months. The now five year employment agreement with Mr. Iglesias provides that we will compensate him with a salary of $17,000 monthly and he is eligible for quarterly bonus of 250,000 shares of our common stock. If we do not have the cash available, the agreement provides that Mr. Iglesias may convert his accrued salary/bonus into shares of our common stock or newly created Series A Preferred Stock. For common shares, the amount of accrued salary to be converted into shares must be determined by considering the average price per share of the Company’s common stock on the OTC Markets during the last 10 days and applying a discount of 25%.” For Series A Preferred Shares, the amount of accrued salary to be converted into shares is the per share conversion price for common shares multiplied by ten US Dollars ($10). Mr. Iglesias has a further right to convert any common shares under his control into Series A Preferred shares at any time at a rate of ten (10) common shares for each Series A Preferred share.

The amended employment agreement in favor of Mr. Quintana extended the term of employment from 36 months to 60 months. The now five year employment agreement with Mr. Quintana provides that he is eligible for quarterly bonus of 200,000 shares of our common stock. If we do not have the cash available, the agreement provides that Mr. Quintana may convert his accrued salary/bonus into shares of our common stock or newly created Series A Preferred Stock. For common shares, the amount of accrued salary to be converted into shares must be determined by considering the average price per share of the Company’s common stock on the OTC Markets during the last 10 days and applying a discount of 25%.” For Series A Preferred Shares, the amount of accrued salary to be converted into shares is the per share conversion price for common shares multiplied by ten US Dollars ($10). Mr. Quintana has a further right to convert any common shares under his control into Series A Preferred shares at any time at a rate of ten (10) common shares for each Series A Preferred share.

The amended employment agreement in favor of Mr. Silva extended the term of employment from 36 months to 60 months. Mr. Silva is eligible for quarterly bonuses of 150,000 shares of our common stock. If we do not have the cash available, the agreement provides that Mr. Silva may convert his accrued salary/bonus into shares of our common stock at the average price of our common stock during the last 10 days after applying a discount of 25%.

On February 29, 2024, our board of directors approved amended and restated employment and indemnification agreements in favor of our Chief Executive Officer, Leandro Jose Iglesias and our Chief Financial Officer, Alvaro Quintana Cardona, to replace their existing agreements. The agreements are effective as of January 1, 2024.

The new five year employment agreement with Mr. Iglesias provides that we will compensate him with a salary of $31,000 monthly and he is eligible for a bonus as follows: (i) up to two months of salary on a yearly basis, (ii) up to 4% of our net income on a yearly basis, and (iii) up to 1,000,000 shares of our common stock, a determined by our board of directors, all payable 15 days after our annual report is filed. If we do not have the cash available, the agreement provides that Mr. Iglesias may convert his accrued salary/bonus into shares of our common stock at the average price of our common stock during the last 10 days after applying a discount of 25%.

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Mr. Iglesias agreed to two year non-compete and non-solicit restrictive covenants. If Mr. Iglesias is terminated for cause he shall forfeit any rights to severance, which is available to him in the event of termination without cause.

The new five year employment agreement with Mr. Quintana provides that we will compensate him with a salary of $22,000 monthly and he is eligible for a bonus as follows: (i) up to two months of salary on a yearly basis, (ii) up to 4% of our net income on a yearly basis, and (iii) up to 800,000 shares of our common stock, a determined by our board of directors, all payable 15 days after our annual report is filed. If we do not have the cash available, the agreement provides that Mr. Cardona may convert his accrued salary/bonus into shares of our common stock at the average price of our common stock during the last 10 days after applying a discount of 25%.

Mr. Quintana agreed to two year non-compete and non-solicit restrictive covenants. If Mr. Quintana is terminated for cause he shall forfeit any rights to severance, which is available to him in the event of termination without cause.

Option Grants

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

Compensation of Directors

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

Effective on July 1, 2021 and thereafter, all Directors shall be compensated monthly up to 4,000 shares of common stock cash of $1,000 for their service as Directors. The Chairman and Secretary of the Board shall receive an additional $2,000 per month in addition to the Director compensation.

In lieu of the cash compensation set forth above, each Director may elect to receive shares of the Corporation's Common Stock equal to the total cash compensation divided by the average market value of the Company's Common Stock during the last 10 trading days and applying a discount of 25%.

Effective on January 1, 2024, and thereafter, all Directors shall be compensated monthly with 10,000 shares of common stock cash of $2,500 for their service as Directors. The Chairman and Secretary of the Board shall receive an additional $2,500 per month in addition to the Director compensation.

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

In lieu of the cash compensation set forth above, each Director may elect to receive shares of our Common Stock equal to the total cash compensation divided by the average market value of the Company's Common Stock during the last 10 trading days and applying a discount of 25%.

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits to our directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.

Compensation Committee

We do not currently have a compensation committee of the board of directors or a committee performing similar functions. The board of directors as a whole participates in the consideration of executive officer and director compensation.

Indebtedness of Directors, Senior Officers, Executive Officers and Other Management

None of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Other than described below or the transactions described under the heading “Executive Compensation” (or with respect to which such information is omitted in accordance with SEC regulations), there have not been, and there is not currently proposed, any transaction or series of similar transactions to which we were or will be a participant in which the amount involved exceeded or will exceed the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years, and in which any director, executive officer, holder of 5% or more of any class of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest.

Due from related parties

As of December 31, 2023 and 2022, the Company had amounts due from related parties of $370,860 and $326,324, respectively. The loans are unsecured, non-interest bearing and due on demand.

As of September 30, 2024 and December 31, 2023, the Company had amounts due from related parties of $635,715 and $340,515, respectively. The loans are unsecured, non-interest bearing and due on demand.

Due to related parties

As of December 31, 2023 and 2022, the Company had amounts due to related parties of $26,613. The amounts are unsecured, non-interest bearing and due on demand.

As of September 30, 2024 and December 31, 2023, the Company had amounts due to related parties of $26,613. The amounts are unsecured, non-interest bearing and due on demand.

PRINCIPAL STOCKHOLDERS

The following table sets forth, as of January 15, 2025, certain information as to shares of our voting stock owned by (i) each person known by us to beneficially own more than 5% of our outstanding voting stock, (ii) each of our directors, and (iii) all of our executive officers and directors as a group.

Unless otherwise indicated below, to our knowledge, all persons listed below have sole voting and investment power with respect to their shares of voting stock, except to the extent authority is shared by spouses under applicable law. Unless otherwise indicated below, each entity or person listed below maintains an address of 300 Aragon Avenue, Suite 375, Coral Gables, FL 33134.

The number of shares beneficially owned by each stockholder is determined under rules promulgated by the SEC. The information is not necessarily indicative of beneficial ownership for any other purpose. Under these rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting or investment power and any shares as to which the individual or entity has the right to acquire beneficial ownership within 60 days through the exercise of any stock option, warrant or other right. The inclusion in the following table of those shares, however, does not constitute an admission that the named stockholder is a direct or indirect beneficial owner.

	Common Stock
Name of Beneficial Owner	Number of Shares Owned (1)		Percent of Class (2)
Leandro Iglesias		3,614,182		1.753	%
Alvaro Quintana Cardona		1,331,842		0.646	%
Raul Perez		210,000		0.102	%
Jose Antonio Barreto		210,000		0.102	%
Italo Segnini		60,000		0.029	%
All Directors and Executive Officers as a Group (5 persons)		5,426,024		2.632	%

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	Series A Preferred Stock(4)
Name of Beneficial Owner	Number of Shares Owned (1)		Percent of Class (3)
Leandro Iglesias		7,000		70.00	%
Alvaro Quintana Cardona		3,000		30.00	%
Raul Perez		—		—
Jose Antonio Barreto		—		—
Italo Segnini		—		—
All Directors and Executive Officers as a Group (5 persons)		10,000		100.00	%

	Total Voting Power
Name of Beneficial Owner	Number of Votes (5)	Percent of Vote (5)
Leandro Iglesias	153,811,624	36.56	%
Alvaro Quintana Cardona	65,702,174	15.62	%
Raul Perez	210,000	*
Jose Antonio Barreto	210,000	*
Italo Segnini	60,000	*
All Directors and Executive Officers as a Group (5 persons)	219,993,799	52.29	%
* Less than 1%

(1) Unless otherwise indicated, each person or entity named in the table has sole voting power and investment power (or shares that power with that person’s spouse) with respect to all shares of voting stock listed as owned by that person or entity.

(2) Pursuant to Rules 13d-3 and 13d-5 of the Exchange Act, beneficial ownership includes any shares as to which a shareholder has sole or shared voting power or investment power, and also any shares which the shareholder has the right to acquire within 60 days, including upon exercise of common shares purchase options or warrants. The percent of class is based on 206,153,352 voting shares as of January 15, 2025

(3) Pursuant to Rules 13d-3 and 13d-5 of the Exchange Act, beneficial ownership includes any shares as to which a shareholder has sole or shared voting power or investment power, and also any shares which the shareholder has the right to acquire within 60 days, including upon exercise of common shares purchase options or warrants. The percent of class is based on 10,000 voting shares as of January 15, 2025.

(4) 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 shareholders at a rate of 51% of the total vote of shareholders.

(5) There are 206,153,352 total shares of common stock outstanding entitled to one vote per share. Holders of Series A Preferred Stock are entitled to vote together with the holders of our common stock on all matters submitted to shareholders at a rate of 51% of the total vote of shareholders, including the election of directors. Our common stock is entitled to one vote per share on all matters submitted to a vote of the stockholders, including the election of directors. As a result of voting feature of the Series A Preferred Stock, there are 206,153,352 votes represented by the common stock, which means that there are approximately 214,567,775 votes available to the holders of the 10,000 shares of Series A Preferred Stock for 51% of the total vote. Combining the common stock and the Series A Preferred Stock, there are a total of 420,721,127 votes that may be cast.

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DESCRIPTION OF CAPITAL STOCK

~~Our authorized~~The ~~capital~~following ~~stock~~is ~~consists~~a summary of ~~300,000,000~~the ~~shares~~material terms and provisions of our common stock, ~~with~~and apreferred ~~par~~stock. ~~value~~This ofsummary ~~$0.001~~is ~~per~~subject ~~share,~~to and ~~1,200,000~~qualified ~~shares~~in ~~of preferred~~its ~~stock,~~entirety ~~with~~by aour ~~par~~Articles ~~value~~ of ~~$0.001~~Incorporation, as ~~per~~amended ~~share. As of~~ (the ~~date~~“Articles of ~~this prospectus~~Incorporation”), ~~there~~our ~~were 206~~Bylaws,~~153,352~~ ~~shares~~as ofamended ~~our~~(the ~~common stock~~“Bylaws”), ~~issued~~ and ~~outstanding,~~the ~~10,000~~Certificates ~~shares~~ of Designation for our Series A Preferred Stock, ~~issued~~Series ~~and~~B ~~outstanding,~~Preferred 31Stock,~~080~~ ~~shares~~and of Series BD Preferred Stock ~~issued~~, ~~and~~copies ~~outstanding~~of ,which 0are ~~shares~~included ofas ~~Series~~exhibits Cto the ~~Preferred~~registration ~~Stock~~statement ~~issued~~of ~~and~~which ~~outstanding~~this prospectus forms a part, and 0certain ~~shares~~provisions of ~~our~~Nevada ~~Series~~law. DProspective ~~Preferred~~investors ~~Stock~~should ~~issued~~carefully review the terms and ~~outstanding.~~provisions ~~Our~~of ~~shares~~our Articles of ~~common~~Incorporation, ~~stock~~our ~~are~~Bylaws, ~~held~~and bythe 45applicable ~~stockholders~~Certificates of ~~record~~Designation.

General

As of the date of this prospectus, our authorized capital stock consists of 300,000,000 shares of common stock, par value $0.001 per share, and 1,200,000 shares of preferred stock, par value $0.001 per share. As of May 20, 2026, there were 6,735,946 shares of common stock issued and outstanding, 10,000 shares of Series A Preferred Stock issued and outstanding, 59,276 shares of Series B Preferred Stock issued and outstanding, and 54,964 shares of Series D Preferred Stock issued and outstanding. Our common stock is listed on The Nasdaq Capital Market under the symbol “IQST.”

Common Stock

~~Our common~~Voting ~~stock is entitled to one vote per share on all matters submitted to a vote of the stockholders, including the election of directors~~Rights. The holders of our common stock ~~possess all voting power. Generally, all matters to be voted on by stockholders must be approved by a~~are ~~majority (or, in the case of election of directors, by a plurality) of the votes~~ entitled to beone ~~cast~~vote byfor ~~all~~each ~~shares~~outstanding share of ~~our~~ common stock ~~that~~ ~~are~~owned ~~present in person or represented~~ by ~~proxy,~~such ~~subject~~stockholder toon ~~any~~every ~~voting~~matter ~~rights~~properly ~~granted~~submitted to ~~holders~~the ofstockholders for ~~any~~their ~~preferred stock~~vote. ~~Holders~~Stockholders ~~of our~~are ~~common~~not ~~stock representing a majority of our capital stock issued, outstanding and~~ entitled to ~~vote,~~cumulative ~~represented~~voting in ~~person~~the orelection ~~by proxy, are necessary to constitute a quorum at any meeting~~ of ~~our stockholders~~directors. AHolders ~~vote by the holders~~ of a majority of ~~our~~the ~~outstanding~~ shares is ~~required~~ entitled to ~~effectuate~~vote ~~certain~~can ~~fundamental~~elect ~~corporate~~all ~~changes such as liquidation, merger or an amendment to our Articles~~ of ~~Incorporation. Our~~the ~~Articles~~directors ofstanding ~~Incorporation do not provide~~ for ~~cumulative voting in the~~ election ~~of directors~~.

Dividend Rights. Holders of our common stock are entitled to receive dividends ratably, if, as, and when declared by our board of directors out of funds legally available therefor, subject to any preferential dividend rights of outstanding preferred stock.

Liquidation Rights. Upon any voluntary or involuntary liquidation, dissolution, or winding up of our affairs, after payment of debts and other liabilities and after making provision for any preferential amounts payable to holders of preferred stock, the holders of common stock will be entitled to share ratably in the remaining assets available for distribution.

Rights and Preferences. Holders of our common stock have no preemptive, conversion, subscription, redemption, or sinking fund rights. The rights, preferences, and privileges of holders of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that we have designated and issued or that we may designate and issue in the future.

Certain provisions in our Articles of Incorporation and Bylaws, as well as Nevada law, may have the effect of delaying, deferring, or preventing a change in control of the Company.

Preferred Stock

~~Our board~~Pursuant ~~of directors may become authorized~~ to ~~authorize~~our ~~preferred~~Articles ~~shares~~ of ~~stock~~Incorporation, ~~and to divide the authorized shares of~~ our ~~preferred stock~~board ~~into~~of ~~one~~directors orhas ~~more~~the ~~series~~authority, ~~each~~without offurther ~~which~~action ~~must~~by bethe sostockholders, ~~designated~~to asissue up to ~~distinguish~~1,200,000 ~~the~~ shares of ~~each series of~~ preferred stock ~~from~~in ~~the shares~~one ofor ~~all~~more ~~other~~ series and ~~classes.~~to ~~Our~~fix ~~board~~the ofdesignations, ~~directors~~powers, ispreferences, ~~authorized~~privileges, ~~within~~and ~~any~~relative ~~limitations~~participating, ~~prescribed~~optional, byor ~~law~~special rights and the ~~our~~qualifications, ~~articles~~limitations, ofor ~~incorporation~~restrictions thereof, to ~~fix~~including ~~and~~dividend ~~determine~~rights, ~~the~~conversion ~~designations~~rights, voting rights, ~~qualifications~~terms of redemption, and liquidation preferences, ~~limitations~~any ~~and~~or ~~terms~~all of ~~the~~which ~~shares~~may ofbe ~~any~~greater ~~series~~than the rights of ~~preferred stock~~the ~~including,~~common ~~but~~stock. ~~not~~We ~~limited~~have ~~to,~~designated the following series of preferred stock:

~~1. The number~~§ ofSeries ~~shares~~A ~~constituting~~Preferred ~~that~~Stock: ~~series~~10,000 ~~and~~shares ~~the~~designated, ~~distinctive designation~~ all of ~~that series,~~ which ~~may~~are beissued byand ~~distinguishing number, letter or title;~~ outstanding.

~~2. The dividend~~§ ~~rate~~Series onB ~~the~~Preferred ~~shares~~Stock: ~~of that series~~200,000 ~~whether~~shares ~~dividends will be cumulative~~designated, ~~and if so, from which date(s), and the relative rights of priority,~~ ~~if any~~59,276 of ~~payment~~which ofare ~~dividends~~issued onand ~~shares of that series;~~ outstanding.

~~3. Whether that~~§ ~~series~~ ~~will~~Series ~~have~~D ~~voting~~Preferred ~~rights~~Stock: 100,000 inshares ~~addition to the voting rights provided by law~~designated, ~~and~~ 54,964 ifof ~~so,~~which ~~the~~are ~~terms~~issued ofand ~~such~~outstanding. ~~voting rights;~~

4.Our ~~Whether~~board ~~that~~of directors is authorized to issue additional series ~~will~~of ~~have~~preferred ~~conversion~~stock ~~privileges,~~with such rights and, ifpreferences soas it may determine, ~~the~~which ~~terms~~could ~~and~~have ~~conditions~~the effect of ~~such~~discouraging ~~conversion,~~a ~~including~~takeover or ~~provision~~other ~~for~~transaction ~~adjustment~~that holders of ~~the~~ ~~conversion~~common ~~rate~~stock might believe to be in ~~such~~their ~~events~~best asinterests ~~the~~or ~~Board~~in ofwhich ~~Directors~~they ~~determines;~~ might receive a premium for their shares over the then-current market price.

5.The ~~Whether~~laws ~~or not the shares~~ of ~~that series will be redeemable, and, if so,~~ the ~~terms~~State ~~and conditions~~ of ~~such~~Nevada ~~redemption,~~provide ~~including~~that ~~the date or date~~holders ~~upon~~of orpreferred ~~after~~stock ~~which~~may ~~they~~have ~~are redeemable, and~~ the ~~amount~~right ~~per~~to ~~share~~vote ~~payable~~separately inas ~~case~~a ofclass ~~redemption,~~on ~~which~~certain ~~amount~~amendments ~~may~~affecting ~~vary~~their ~~under different conditions and at different redemption dates;~~ rights.

6. Whether that series will have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund;

7. The rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the corporation, and the relative rights of priority, if any, of payment of shares of that series; and

8. Any other relative rights, preferences and limitations of that series.

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Series A Preferred Stock

~~On November~~The ~~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~~was ofdesignated uppursuant to ~~10,000~~a ~~shares, par value $0.001. Under the~~ Certificate of Designation, ~~holders of~~filed ~~Series~~with Athe ~~Preferred~~Nevada ~~Stock~~Secretary ~~will~~of ~~participate~~State on anNovember ~~equal basis per-share with holders of our common stock in any distribution upon winding up~~3, ~~dissolution, or liquidation~~2020. ~~Holders~~The ofkey ~~Series~~terms ~~A Preferred Stock are entitled to vote together with the holders of our common stock on all matters submitted to shareholders at a rate of 51% of the total vote of shareholders.~~include:

Voting Rights: Holders of Series A Preferred Stock vote together with the common stock as a single class and are entitled to a number of votes equal to 51% of the total votes entitled to be cast on any matter submitted to stockholders, effectively providing control over stockholder votes.
Dividend and Liquidation Rights: Holders participate on an as-converted basis with common stockholders in any dividends or distributions and in liquidation.
Conversion and Other Rights: No conversion rights. Holders have no preemptive rights.
No Public Market: There is no established public trading market for the Series A Preferred Stock, and we do not expect one to develop.

Series B Preferred Stock

~~On November~~The ~~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~~was ofdesignated uppursuant ~~200,000~~to ~~shares,~~a ~~par value $0.001. Under the~~ Certificate of Designation, ~~holders of~~filed ~~Series~~with B Preferred Stock will receive $81 per share in any distribution upon winding up, dissolution, or liquidation before junior security holders. Holders of Series B Preferred Stock are entitled to receive as, when, and if declared by the ~~Board~~Nevada ofSecretary ~~Directors, dividends in kind at an annual rate equal to twenty four percent (24%)~~ of ~~$81~~State ~~per~~on ~~share~~November ~~for each of the then outstanding shares of Series B Preferred Stock~~11, ~~calculated on the basis of a 360-day year consisting of twelve 30-day months~~2020. ~~Holders~~The ofkey ~~Series~~terms B Preferred Stock do not have voting rights but may convert into common stock after twelve months from the issuance date. Upon conversion, the shares are subject to a one-year leak-out restriction on sales into the market of no more than 5% previous month’s stock liquidity.include:

~~On January~~Dividend ~~15,~~Rights: ~~2021,~~Holders weare ~~entered~~entitled ~~into~~to ~~Conversion~~cumulative ~~Agreements~~dividends ~~with~~at ~~Leandro~~an ~~Iglesias, our Chief Executive Officer and director, Alvaro Quintana,~~annual ~~Chief~~rate ~~Financial~~of ~~Officer~~24% ~~and~~of ~~director,~~the ~~and~~$81 ~~Juan~~stated ~~Carlos~~value ~~Lopez,~~per ~~our Chief Commercial Officer~~share, ~~pursuant~~compounded toand ~~which~~payable wein ~~agreed~~additional ~~to convert 21,000,000~~ shares of ~~common stock from each officer into 21,000 shares of our~~ Series B Preferred Stock, as(in ~~follows:~~kind) when declared by the board.

Shareholders	Number of Shares of Common Stock Converting Into Series B Preferred Stock	Number of shares of Series B Preferred Stock acquired in conversion	Number of shares of Serie B Preferred Stock received as dividend
Leandro Iglesias	12,200,000	12,200	11,061
Alvaro Cardona	5,300,000	5,300	4,805
Juan Carlos Lopez	3,500,000	3,500	3,173
Total	21,000,000	21,000	19,039

Liquidation Preference: In the event of liquidation, dissolution, or winding up, holders are entitled to receive $81 per share plus accrued and unpaid dividends before any distribution to common stockholders.
~~The parties~~Conversion ~~entered~~Rights: ~~into~~Convertible ~~these~~at ~~Conversion~~the ~~Agreements~~holder’s ~~to,~~option ~~among~~after ~~other~~12 ~~things,~~months from ~~allow~~issuance ~~more~~into common stock toat ~~be available for future issuances in connection with note conversions and as~~ a ~~means~~ratio toof ~~lock-up~~12.5 ~~the~~ shares of common stock ~~underlying~~per ~~the~~share of Series B Preferred ~~held~~Stock. byUpon ~~our~~conversion, the ~~officers~~resulting ~~from~~common ~~trading~~shares ~~and~~are subject to ~~establish~~ a one-year leak-out ~~agreement~~restriction ~~upon~~limiting ~~any~~sales ~~future~~to ~~conversions~~5% ~~back~~of tothe ~~common~~prior ~~stock~~month’s trading volume.
~~Series~~Voting CRights: ~~Preferred Stock~~No voting rights except as required by law.
~~On January~~No 7,Public ~~2021,~~Market: ~~pursuant~~There tois ~~Article~~no ~~III~~established ofpublic ~~our~~trading ~~Articles~~market offor ~~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~~we 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~~expect ~~voting rights but may convert into common stock after twenty four months from the issuance date, at a conversion rate of~~ one ~~thousand (1,000) shares of Common Stock for every one (1) share of Series C Preferred Stock. Upon conversion, the shares are subject~~ to ~~a one-year leak-out restriction on sales into the market of no more than 5% previous month’s stock liquidity~~develop.

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Series D Preferred Stock

OnThe ~~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~~was oforiginally updesignated ~~75,000~~on ~~shares,~~November ~~par value $0.001. Under the Certificate of Designation~~3, ~~in the event of any dissolution~~2023, ~~liquidation~~and orsubsequently ~~winding~~amended upand ofrestated ~~the~~on ~~Corporation~~July 7, ~~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~~2025, ~~Series A Preferred Stock~~ and ~~Series~~October ~~C Preferred Stock~~10, ~~but shall be considered on parity to the liquidation rights of the Series B Preferred Stockholders~~2025. The ~~holders~~key ofterms shares of Series D Preferred Stock have no dividend rights except as may be declared by the Board in its sole and absolute discretion, out of funds legally available for that purpose. Holders of Series D Preferred Stock do not have voting rights but may convert into common stock at a conversion rate of one thousand (1,000) shares of Common Stock for every one (1) share of Series D Preferred Stock.include:

Dividend ~~Policy~~Rights: Holders are entitled to cumulative dividends at an annual rate of 12% on the stated value, accruing daily and compounding quarterly if unpaid, payable when declared by the board.
~~We have~~Liquidation ~~never~~Preference: ~~declared~~Senior orto ~~paid any cash dividends on our~~ common stock. Weand ~~currently~~certain ~~intend~~other ~~to retain future earnings~~series, ~~if any, to finance~~ ~~the~~but ~~expansion~~pari ofpassu ~~our~~with ~~business.~~Series AsB aPreferred ~~result,~~Stock; weholders doreceive ~~not~~the ~~anticipate~~stated ~~paying~~value ~~any~~plus ~~cash~~accrued dividends inbefore ~~the~~junior ~~foreseeable future~~securities.
Conversion Rights: Convertible at the holder’s option after three months from issuance into common stock at a base ratio of 12.5 shares of common stock per share of Series D Preferred Stock. Includes a “True-Up Adjustment” mechanism comparing the original conversion price to an adjusted price based on the lowest VWAP in the five days preceding conversion (with 20% discount, $1.00 floor, and maximum true-up ratio of 2.5).
Voting Rights: No voting rights except as required by law or for amendments adversely affecting the series.
Leak-Out Restriction: After three months, conversions and sales of converted shares are limited to 10% of the average daily trading volume per holder.
Redemption: Optional redemption by the Company at 105% of the price paid by the holder.
No Public Market: There is no established public trading market for the Series D Preferred Stock, and we do not expect one to develop.

Nevada Anti-Takeover Laws

Nevada Revised Statutes sections 78.378 to 78.379 provide state regulation over the acquisition of a controlling interest in certain Nevada corporations unless the articles of incorporation or bylaws of the corporation provide that the provisions of these sections do not apply. Our articles of incorporation and bylaws do not state that these provisions do not apply. The statute creates a number of restrictions on the ability of a person or entity to acquire control of a Nevada company by setting down certain rules of conduct and voting restrictions in any acquisition attempt, among other things. The statute is limited to corporations that are organized in the state of Nevada and that have 200 or more stockholders, at least 100 of whom are stockholders of record and residents of the State of Nevada; and does business in the State of Nevada directly or through an affiliated corporation. Because of these conditions, the statute currently does not apply to our company.

Listing of Common Stock

Our Common Stock is currently ~~quoted~~listed on the ~~OTCQX~~Nasdaq ~~under~~Capital Market under the trading symbol “IQST.”

Transfer Agent and Registrar

The transfer agent and registrar of our Common Stock and Preferred Stock is VStock Transfer, LLC.

~~Penny Stock Regulation~~17

The SEC has adopted regulations which generally define “penny stock” to be any equity security that has a market price (as defined) of less than $5.00 per share or an exercise price of less than $5.00 per share. Such securities are subject to rules that impose additional sales practice requirements on broker-dealers who sell them. For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchaser of such securities and have received the purchaser’s written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the transaction, of a disclosure schedule prepared by the SEC relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Finally, among other requirements, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. As the Shares immediately following this Offering will likely be subject to such penny stock rules, purchasers in this Offering will in all likelihood find it more difficult to sell their Shares in the secondary market.

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PRIVATE PLACEMENT OF NOTE AND OPTION

On January 14, 2025, we issued a Common Stock Purchase Option (the “Option”) to ADI Funding LLC (“ADI Funding”) under a Stock Purchase Agreement for $100,000 that expires on July 14, 2025, for the right to acquire up to 15,000,000 shares of common 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 $0.11 per share on the relevant Option exercise date.

ADI Funding has the right and the obligation to exercise, on a “ cash basis,” not less than 2,000,000 of the Option shares not later than 15 days after an effective registration statement permitting the issuance of the Option shares to or resale of the Option shares by ADI Funding. From and after the occurrence of the above-referenced exercise, each additional exercise of Options hereunder shall be in an amount not less than 1,000,000 shares and shall be exercised only on a cash basis.

Exercises are required to be made in recognition of ADI Funding’s beneficial ownership limitation of 4.99% of our outstanding common stock, which upon notice may be increased to 9.99%.

If we issued securities less than the exercise price option, ADI Funding has a right to also use that lesser price in the exercise of its Option. The Option also contains rights to any company distributions and consideration in fundamental transactions, subject to the beneficial ownership limitation.

We also entered into a Registration Rights Agreement with ADI Funding to register the resale shares underlying the Option with the Securities and Exchange Commission.

USE OF PROCEEDS

We will receive cash from the sale of the Option, if exercised, which we intend to use as working capital.

SELLING SHAREHOLDER

The shares of common stock being offered by the Selling Shareholder are those currently held by the Selling Shareholder and those issuable to the Selling Shareholder pursuant to the terms of the Note and Option.

For purposes of this prospectus, “Selling Shareholder” mean the shareholder listed below and its permitted transferees, pledgees, assignees, distributees, donees or successors or others who later hold any of the Selling Shareholder’s interests in the securities. To the extent required, we will file a supplement to this prospectus (or a post-effective amendment hereto, if necessary) to name successors to the named selling shareholder who are able to use this prospectus to resell the common shares registered hereby.

Except for the ownership of the Option, the Selling Shareholder has not had any material relationship with us within the past three years.

The table below lists the Selling Shareholder and other information regarding the beneficial ownership of the shares of common stock by each of the Selling Shareholder. The second column lists the number of shares of common stock beneficially owned by the Selling Shareholder, based on its ownership of the shares of common stock, the Option, as of the date of this prospectus, assuming full exercise of the Option held by the Selling Shareholder on that date, without regard to any limitation on conversion.

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In accordance with the terms of the Registration Rights Agreement with the holder of the agreement to register the shares underlying the Option, this prospectus generally covers the resale of that number of shares of common stock equal to the number of shares of common stock currently held by the Selling Shareholder and the number of shares of common stock issuable upon exercise of the Option, until all of the shares may be sold without any restrictions pursuant to Rule 144 of the Securities Act.

The amounts listed in the third and fourth columns reflect the number of shares being offered by the Selling Shareholder and the number of shares remaining following the sale of such shares, respectively.

Under the terms of the Option, the Selling Shareholder may not be issued shares of common stock to the extent such issuance would cause such selling shareholder, together with its affiliates and attribution parties and any group of which it is a member, to beneficially own a number of shares of common stock which would exceed 4.99% of our then outstanding common stock following such issuance. The number of shares in the second and fourth columns do not reflect this limitation. The Selling Shareholder may sell all, some or none of their shares in this offering. See “Plan of Distribution.”

Name and Address of Selling Shareholder

Number of Shares of Common Stock Owned Prior to Offering (1)

Maximum Number of Shares of Common Stock to be Sold Pursuant to this Prospectus

Shares of Common Stock to be Owned After Offering (1)

ADI Funding LLC. (2)

993,570

15,000,000

	(1)	“Beneficial ownership” is a term broadly defined in Rule 13d-3 under the Exchange Act and includes more than the typical form of stock ownership, that is, stock held in a person’s name. The term also includes what is referred to as “indirect ownership,” meaning ownership of shares as to which a person has or shares investment power. For purposes of this column, a person or group of persons is deemed to have “beneficial ownership” of any shares that are currently exercisable or exercisable within 60 days of the date of this prospectus. The amounts listed do not give effect to any limitation on conversion or the issuance of shares pursuant to the terms of the Note or Option (including the limitations on beneficial ownership discussed above).
	(2)	Mrs. Ariella Basdeo holds voting and dispositive power over the shares of common stock beneficially owned by ADI Funding LLC. Includes 15,000,000 shares issuable upon exercise of the Option held by the selling stockholder (but without giving effect to the limitation on beneficial ownership contained therein).

PLAN OF DISTRIBUTION

WeThe ~~are registering the shares of~~ common stock ~~described~~offered inby this prospectus toare ~~permit~~being offered by the ~~resale~~Selling ofStockholder, ~~these~~M2B ~~shares~~Funding ofCorp. ~~common~~The ~~stock~~shares bymay ~~the~~be ~~Selling~~sold ~~Shareholder~~or distributed from time to time ~~after~~by the ~~date~~Selling ofStockholder directly ~~this~~to ~~prospectus.~~one Weor ~~will~~more ~~not~~purchasers ~~receive~~or ~~any~~through ofbrokers, ~~the~~dealers, ~~proceeds~~or ~~from~~underwriters ~~the~~who ~~sale~~may ofact ~~the~~solely ~~shares~~as ofagents ~~common~~at ~~stock~~market orprices ~~conversion~~prevailing ofat the ~~Note~~time byof ~~the~~sale, ~~Selling~~at ~~Shareholder.~~prices Werelated ~~will~~to ~~receive cash from~~ the ~~sale~~prevailing ofmarket ~~the Option~~prices, ifat ~~exercised~~negotiated prices, ~~which~~or weat ~~intend~~fixed toprices, ~~use~~which asmay ~~working capital~~be changed. The Wesale ~~will~~of ~~bear~~our ~~all~~common ~~fees~~stock ~~and~~offered ~~expenses~~by ~~incident~~this toprospectus ~~our~~could ~~obligation~~be toeffected ~~register~~in ~~the~~one ~~shares~~or more of ~~common~~the ~~stock.~~following methods:

39§ ordinary brokers’ transactions;

~~Table~~§ transactions ofinvolving ~~Contents~~cross or block trades;

~~Sales of shares of our common~~§ stock by the Selling Shareholder named in this prospectus may be made from time to time in one or more transactions in the over-the-counter market, on any exchange or quotation system on which shares of our common stock may be listed or quoted, in negotiated transactions or in a combination of any such methods of sale, at fixed prices that may be changed, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. The shares may be offered directly, to or through ~~agents designated from time to time or to or through~~ brokers, or dealers, or ~~through~~underwriters ~~any~~who ~~combination~~may ~~of these methods of sale. The methods by which the shares~~act ~~may~~solely beas ~~sold include:~~agents;

•§ “at ~~block trades (which may involve crosses) in which~~ the ~~broker~~market” orinto ~~dealer~~an ~~will~~existing ~~attempt~~market to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; • purchases by a broker or dealer as principal and resales by the broker or dealer for our ~~its~~common ~~own account pursuant to this prospectus~~stock; • exchange distributions or secondary distributions in accordance with the rules of the applicable exchange; • ordinary brokerage transactions and transactions in which the broker or dealer solicits purchasers; • privately negotiated transactions; • the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; • the settlement of short sales; • a combination of any of the foregoing methods of sale; and • any other method permitted by applicable law.

~~An agent, broker or dealer~~§ ~~may receive compensation~~ in ~~the~~other ~~form~~ways ofnot ~~discounts,~~involving ~~concessions~~market ormakers ~~commissions from the Selling Shareholder~~ or ~~the purchasers of the shares~~established ~~for~~business ~~whom such brokers or dealers may act as agents or to whom they sell as principals~~markets, orincluding ~~both~~direct ~~(which~~sales ~~compensation as~~ to apurchasers ~~particular broker~~ or ~~dealer~~sales ~~might~~effected bethrough in excess of customary commissions). A member firm of an exchange on which our common stock is traded may be engaged to act as the selling shareholder’s agent in the sale of shares by the Selling Shareholder.agents;

~~In connection with distributions~~§ of the shares of our common stock offered by this prospectus or otherwise, the Selling Shareholder may enter into hedging transactions with brokers or dealers or other financial institutions with respect to our common stock. In connection with these transactions, the brokers or dealers or other financial institutions may engage in ~~short~~privately ~~sales~~negotiated ~~of our common stock in the course of hedging the positions they assume with the selling shareholder. The selling shareholder may also sell our common stock short to effect its hedging~~ transactions; ~~and deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling shareholder may also loan~~ or ~~pledge shares of common stock to broker-dealers that in turn may sell such shares.~~

~~In addition,~~ § any ~~shares~~combination of ~~our~~ ~~common stock covered by this prospectus that qualify for sale pursuant to Rule 144 of~~ the ~~Securities Act may be sold under Rule 144 rather than pursuant to this prospectus~~foregoing.

The ~~aggregate~~Selling ~~proceeds~~Stockholder tomay also sell shares of common stock under Rule 144 promulgated under the ~~Selling~~Securities ~~Shareholder~~Act, ~~from~~if available, rather than under this prospectus. In addition, the ~~sale~~Selling ofStockholder may transfer the shares of common stock ~~offered~~ by ~~them~~other ~~pursuant~~means tonot described in this prospectus. ~~will~~If be the ~~purchase~~Selling ~~price~~Stockholder effects such transactions ofby ~~the~~selling shares ~~less~~of ~~discounts~~common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, ifconcessions ~~any.~~or ~~The~~commissions from the Selling ~~Shareholder~~Stockholders ~~reserve~~or commissions from purchasers of the ~~right~~shares toof ~~accept~~common ~~and,~~stock ~~together~~for ~~with~~whom ~~its~~they ~~agents from~~may ~~time~~act as agent or to ~~time~~whom they may sell as principal (which discounts, concessions or commissions as to ~~reject~~particular underwriters, broker-dealers or agents may be in ~~whole~~excess orof those customary in ~~part~~the types of transactions involved). In connection with sales of the shares of common stock or otherwise, ~~any~~the ~~proposed~~Selling ~~purchase~~Stockholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The Purchase Agreement prohibits the Selling Stockholder from engaging in short sales or hedging transactions that establish a net short position with respect to beour ~~made~~common ~~directly~~stock. The Selling Stockholder may also loan or ~~through~~pledge ~~agents~~shares of common stock to broker-dealers that in turn may sell such shares.

40The Selling Stockholder may pledge or grant a security interest in securities owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending, if necessary, the list of Selling Stockholder to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The Selling Stockholder also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

~~Table~~Under the securities laws of ~~Contents~~some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.

ToThere ~~the~~can ~~extent required, the shares to~~ be ~~sold,~~no ~~the~~assurance ~~name~~that of the Selling ~~Shareholder,~~Stockholder ~~the~~will ~~respective~~sell ~~purchase~~any ~~prices~~or all ~~and~~of ~~public offering prices,~~ the ~~names~~shares of ~~any~~common ~~agents, dealers~~stock orregistered ~~underwriters,~~pursuant ~~any applicable commissions or discounts with respect~~ to ~~a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to~~ the registration statement, ~~that~~of ~~includes~~which this prospectus forms a part.

~~Each~~The ~~broker-dealer~~Selling ~~that~~Stockholder, ~~receives our~~M2B ~~common~~Funding ~~stock~~Corp., ~~for~~is ~~its~~an “underwriter” ~~own~~within ~~account~~the ~~pursuant~~meaning toof ~~this~~Section 2(a)(11) ~~prospectus~~of ~~must~~the ~~acknowledge~~Securities ~~that~~Act. itAs ~~will~~an ~~deliver~~underwriter, ~~the~~M2B ~~prospectus~~Funding inCorp. ~~connection~~is ~~with~~required ~~any~~to ~~sale~~comply with certain requirements of ~~our~~the ~~common~~Securities ~~stock~~Act and the Exchange Act, including Regulation M. IfWith ~~required~~certain exceptions, ~~this~~Regulation M ~~prospectus~~precludes ~~may~~M2B beFunding ~~amended~~Corp., orany ~~supplemented~~affiliated onpurchasers, aand ~~continual~~any ~~basis~~broker-dealer toor ~~describe~~other aperson ~~specific plan~~who ofparticipates in the distribution., from Webidding ~~will~~for ~~make~~or ~~copies~~purchasing, ofor ~~this~~attempting ~~prospectus~~to ~~available~~induce any person to ~~the~~bid ~~selling~~for ~~shareholder~~or purchase, ~~brokers~~any ~~and~~security ~~dealers~~that ~~for~~is ~~purposes~~the subject of the distribution ~~satisfying~~until the ~~prospectus~~entire ~~delivery~~distribution ~~requirements~~is complete. Regulation M also prohibits any bids or purchases made in order to stabilize the price of a security in connection with the ~~Securities~~distribution ~~Act,~~of ifthat ~~applicable~~security.

In order to comply with the securities laws of some states, if applicable, the shares of common stock offered by this prospectus may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the shares may not be sold unless they have been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with as part of such sale.18

~~The~~Except ~~Selling~~as ~~Shareholder~~disclosed ~~and any other person participating~~ in ~~such~~this ~~distribution~~prospectus, ~~will~~we beknow ~~subject~~of no toexisting ~~certain~~arrangements ~~provisions~~between ofM2B ~~the~~Funding ~~Exchange Act~~Corp. ~~The~~or ~~Exchange~~any ~~Act~~other ~~rules include~~stockholder, ~~Regulation~~broker, Mdealer, ~~which~~underwriter ~~may~~or ~~limit~~agent ~~the~~relating ~~timing~~to ofthe ~~purchases~~sale or ~~and~~distribution ~~sales~~ of ~~any~~the shares of our common stock offered by ~~the~~this ~~Selling~~prospectus. ~~Shareholder~~M2B ~~and~~Funding ~~any other such person~~Corp. Inhas ~~addition,~~informed ~~Regulation~~us Mthat ofit ~~the~~intends ~~Exchange~~to ~~Act~~use one ~~may~~or ~~restrict~~more ~~the~~registered ~~ability~~broker-dealers ofto ~~any~~effectuate ~~person~~all ~~engaged~~sales, inif ~~the~~any, ~~distribution~~ of our common stock tothat ~~engage~~it has acquired and may in ~~market-making~~the ~~activities~~future acquire ~~with~~from ~~respect~~us pursuant to the ~~common~~Purchase ~~stock~~Agreement. InEach ~~addition,~~such ~~the~~registered ~~anti~~broker-~~manipulation~~dealer ~~rules~~will ~~under the~~be ~~Exchange~~an ~~Act~~underwriter ~~may~~within ~~apply~~the tomeaning ~~sales~~ of ~~the~~Section 2(a)(11) ~~securities~~of in the ~~market~~Securities Act. ~~All~~M2B ofFunding ~~the~~Corp. ~~foregoing~~has ~~may~~informed ~~affect~~us ~~the~~that ~~marketability~~each ofsuch ~~the~~broker-dealer ~~securities and~~will ~~the~~receive ~~ability~~commissions offrom ~~any~~M2B ~~person~~Funding Corp. tothat ~~engage~~will innot ~~market-making~~exceed ~~activities~~customary ~~with~~brokerage ~~respect to the securities~~commissions.

~~The~~To ~~Selling~~the ~~Shareholder~~extent ~~and any~~required ~~brokers,~~by ~~dealers,~~the Securities ~~agents~~Act and the orrules ~~others~~and ~~that~~regulations ~~participate~~thereunder, ~~with~~any ~~the~~broker-dealer ~~Selling~~participating ~~Shareholder~~ in the distribution of the shares ~~offered~~of bycommon ~~this prospectus~~stock may be deemed to be “underwriters” within the meaning of the Securities Act, and any ~~underwriting~~commission ~~discounts~~paid, ~~commissions~~ or ~~fees~~any ~~received~~discounts byor ~~such~~concessions allowed ~~persons~~to, ~~and~~ any ~~profit on the resale of the shares purchased by~~ such ~~persons~~broker-dealer may be deemed to be underwriting commissions or discounts under the Securities Act. IfAt the ~~Selling~~time a ~~Shareholder~~particular isoffering ~~deemed~~of tothe beshares anof ~~“underwriter”~~common ~~within~~stock ~~the meaning~~is ofmade, ~~the~~a ~~Securities~~prospectus ~~Act~~supplement, itif required, will be ~~subject~~distributed, towhich will set forth the ~~prospectus~~aggregate ~~delivery~~amount ~~requirements~~of shares of ~~the~~common ~~Securities~~stock ~~Act.~~being Weoffered ~~will~~and ~~make~~the ~~copies~~terms of ~~this~~ ~~prospectus~~the ~~(as~~offering, itincluding ~~may~~the bename ~~supplemented~~ or ~~amended~~names ~~from~~of ~~time~~any tobroker-dealers or ~~time)~~agents, ~~available~~any ~~to the Selling Shareholder~~discounts, ~~brokers~~commissions and ~~dealers~~other ~~for the~~terms ~~purpose~~constituting ofcompensation ~~satisfying~~from the ~~prospectus~~selling ~~delivery~~stockholders ~~requirements~~and ofany ~~the~~discounts, ~~Securities~~commissions or ~~Act,~~concessions ifallowed ~~applicable~~or re-allowed or paid to broker-dealers.

~~There~~The ~~can~~Selling Stockholders and any other person participating in distribution of the shares of common stock will be nosubject ~~assurance~~to applicable provisions of the Securities Exchange, and the rules and regulations ~~that~~thereunder, including, without limitation, to the extent applicable, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the Selling ~~Shareholder~~Stockholders ~~will~~and ~~sell~~any other participating person. To the extent applicable, Regulation M may also restrict the ability of any orperson ~~all~~engaged in the distribution of the shares of ~~our~~common stock to engage in market-making activities with respect to the shares of common stock. ~~offered~~All ~~hereby~~of the foregoing may affect the marketability of the common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock.

We will bear all fees and expenses in connection with the preparation and filing of the registration statement of which this prospectus is a part. The fees and expenses of registration to be borne by us referred to in the foregoing sentence shall include registration, filing and qualification fees, word processing, duplicating, printers’ and accounting fees, listing fees, messenger and delivery expenses, all fees and expenses of complying with state securities or blue sky laws, fees and disbursements of our counsel. We will indemnify the selling shareholder against liabilities, including certain liabilities under the Securities Act. We may be indemnified by the selling shareholder against liabilities, including certain liabilities under the Securities Act, that may arise from any written information furnished to us by the selling shareholder specifically for use in this prospectus.

Any underwriter, dealers and agents engaged by the Selling Shareholder may engage in transactions with us or the Selling Shareholder, or perform services for us or the Selling Shareholder, in the ordinary course of business.

Table of Contents

LEGAL MATTERS

The validity of the ~~rights and~~issuance ~~the shares~~ of our common stock offered in by this prospectus ~~have~~will ~~been~~be passed upon for us by The Doney Law Firm, Las Vegas, Nevada.

EXPERTS

The consolidated financial statements of ~~iQSTEL~~IQSTEL Inc. as of ~~December 31, 2023~~ and for ~~each of~~ the ~~two~~ years ~~in the period~~ ended December 31, ~~2023~~2025 ~~appearing~~and 2024, incorporated in this prospectus by reference from our Annual Report on Form 10-K for the ~~year~~years ended December 31, ~~2023~~2025 and 2024, have been audited by Urish Popeck & Co., LLC, an independent registered public accounting ~~accountant~~firm, as set forth in ~~its~~their report thereon ~~included therein~~, ~~which includes an explanatory paragraph as to the Company’s ability to continue as a going concern~~ and anhave ~~emphasis~~been ofincorporated ~~matter~~in ~~paragraph~~this ~~related~~prospectus ~~to the risks~~ and ~~uncertainties~~registration ~~related~~statement ~~to the Company’s outstanding payroll tax liabilities and which are incorporated herein by reference. Such financial statements are incorporated herein by reference~~ in reliance upon ~~such~~the report ~~given on the authority~~ of such firm given their authority as experts in accounting and auditing.

~~MATERIAL~~WHERE ~~CHANGES~~YOU CAN FIND ADDITIONAL INFORMATION

~~There~~Our ~~have~~common ~~been~~stock nois ~~material changes~~registered inwith the ~~registrant’s~~SEC ~~affairs~~under Section ~~which~~12 ~~have~~of ~~occurred~~the ~~since~~Exchange ~~the~~Act ~~end~~and, ofaccordingly, we are subject to the ~~latest~~information ~~fiscal~~and ~~year~~periodic ~~ended~~reporting ~~December~~requirements 31of the Exchange Act, ~~2023~~and ~~for~~we ~~which audited~~file ~~financial~~periodic ~~statements~~reports, ~~were~~proxy ~~included~~statements inand ~~the~~other ~~latest~~information ~~Form~~with ~~10-K~~the ~~and~~SEC. ~~that~~These ~~have~~periodic ~~not~~reports, ~~been~~proxy ~~described~~statements inand aother information ~~Form~~are ~~10-Q~~available orat ~~Form~~the ~~8-K~~website ~~filed~~of ~~under~~ the ~~Exchange~~SEC ~~Act~~at www.sec.gov.

~~DISCLOSURE~~We OFmaintain ~~COMMISSION~~a ~~POSITION~~website ONat ~~INDEMNIFICATION~~www.iqstel.com. You may access ~~FOR~~our ~~SECURITIES~~Annual ~~ACT~~Reports ~~LIABILITIES~~on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports, proxy statements and other information filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act with the SEC free of charge at our website as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. We have not incorporated by reference into this prospectus or any accompanying prospectus supplement the information on our website, and you should not consider it to be a part of this prospectus or any accompanying prospectus supplement.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In addition, indemnification may be limited by state securities laws.19

15We have filed with the SEC a registration statement under the Securities Act,~~000~~ relating to the securities being offering by the Selling Stockholder. The registration statement,~~000 Shares~~ including the attached exhibits, contains additional relevant information about us and the securities. This prospectus does not contain all of ~~Common~~the information ~~Stock~~set forth in the registration statement. You can obtain a copy of the registration statement for free at the website of the SEC referenced above.

~~PROSPECTUS~~INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

~~January~~The 17SEC allows us to “incorporate by reference” information that we file with them. Incorporation by reference allows us to disclose important information to you by referring you to those other documents. The information incorporated by reference is an important part of this prospectus, ~~2024~~and information that we file later with the SEC will automatically update and supersede this information. This prospectus omits certain information contained in the registration statement, as permitted by the SEC. You should refer to the registration statement, including the exhibits, for further information about us and the securities we may offer pursuant to this prospectus. Statements in this prospectus regarding the provisions of certain documents filed with, or incorporated by reference in, the registration statement are not necessarily complete and each statement is qualified in all respects by that reference. Copies of all or any part of the registration statement, including the documents incorporated by reference or the exhibits, may be obtained upon payment of the prescribed rates at the offices of the SEC listed above in “Where You Can Find More Information.” The following documents filed by us with the Commission are incorporated by reference in this prospectus:

42§ our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on April 6, 2026, as amended on Form 10-K/A filed on April 23, 2026;

~~Table~~§ ofour ~~Contents~~Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the SEC on May 20, 2026; our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025 (filed May 15, 2025), June 30, 2025 (filed August 14, 2025), and September 30, 2025 (filed November 14, 2025);

§ our Current Reports on Form 8-K filed with the SEC in 2025 (to the extent the information in such reports is filed and not furnished), including but not limited to those filed on the following dates: January 17, 2025; February 4, 2025; May 2, 2025; May 30, 2025; June 3, 2025; June 11, 2025; June 25, 2025; July 9, 2025; July 17, 2025; July 31, 2025; August 7, 2025; September 3, 2025; September 19, 2025; September 26, 2025; October 10, 2025; December 2, 2025; December 17, 2025, February 3, 2026, February 4, 2026 and May 1, 2026.

§ the description of our common stock contained in our registration statement or any amendment or report filed for the purpose of updating such description.

We also incorporate by reference all documents we file pursuant to Section 13(a), 13(c), 14 or 15 of the Exchange Act (other than any portions of filings that are furnished rather than filed pursuant to Items 2.02 and 7.01 of a Current Report on Form 8-K) after the date of the initial registration statement of which this prospectus is a part and prior to effectiveness of such registration statement. All documents we file in the future pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and prior to the termination of the offering are also incorporated herein by reference and are an important part of this prospectus.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

We will provide upon request to each person, including any beneficial owner, to whom a prospectus is delivered, a copy of any or all of the information that has been incorporated by reference in the prospectus but not delivered with the prospectus. You may request a copy of these filings, excluding the exhibits to such filings which we have not specifically incorporated by reference in such filings, at no cost, by writing to or calling us at:

IQSTEL Inc.
300 Aragon Avenue, Suite 375
Coral Gables, FL 33134
(954) 951-8191

You can also find these filings on our website at www.iqstel.com. We are not incorporating the information on our website other than these filings into this prospectus or any accompanying prospectus supplement.

This prospectus is part of a registration statement we filed with the SEC. You should only rely on the information or representations contained in this prospectus, in any accompanying prospectus supplement or any related free writing prospectus, or incorporated by reference herein or therein. Neither we nor the Selling Stockholders have authorized anyone to provide information other than that provided in this prospectus, any accompanying prospectus supplement or any free writing prospectus we have prepared. Neither we nor the Selling Stockholders are making an offer of the securities in any state where the offer is not permitted. You should not assume that the information in this prospectus or any prospectus supplement is accurate as of any date other than the date on the front of the document.

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Up to 11,000,000 Shares of Common Stock

Preliminary Prospectus

May 21, 2026

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The following table sets forth the ~~estimated~~fees ~~costs~~ and expenses ~~to be incurred~~ in connection with the issuance and distribution of the securities ofbeing ~~IQSTEL~~registered ~~Inc.~~ (excluding the ~~“Registrant”)~~underwriting ~~which~~discount ~~are~~and ~~registered~~management ~~under~~fee). ~~this~~Except ~~Registration~~for the ~~Statement~~SEC onregistration ~~Form~~fee, ~~S-1~~all ~~(this “Registration Statement”). All~~ amounts are estimates ~~except the Securities and Exchange Commission registration fee~~.

The following expenses will be borne solely by the Registrant.


	Amount
SEC registration fee	$	6,905
Legal fees and expenses		5,000
Accounting fees and expenses		10,000
Miscellaneous expenses		2,000
Total	$	23,905

	Amount to
	be Paid
SEC Registration fee	$	548.86
Legal fees and expenses		5,000
Accounting fees and expenses		5,000
Total	$	10,548.86

Item 14. Indemnification of Directors and Officers.

Under our bylaws, every person who was or is a party to, or is threatened to be made a party to, or is involved in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he is or was our director or officer, or is or was serving at our request as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust, or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the laws of the State of Nevada from time to time against all expenses, liability, and loss (including attorneys’ fees judgments, fines, and amounts paid or to be paid in settlement) reasonably incurred or suffered by him or her in connection therewith. Such right of indemnification shall be a contract right, which may be enforced in any manner desired by such person. The expenses of officers and directors incurred in defending a civil or criminal action, suit, or proceeding must be paid by us as they are incurred and in advance of the final disposition of the action, suit, or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by us. Such right of indemnification shall not be exclusive of any other right which such directors, officers, or representatives may have or hereafter acquire, and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any bylaw, agreement, vote of shareholders, provision of law, or otherwise.

Without limiting the application of the foregoing, our board of directors may adopt bylaws from time to time with respect to indemnification, to provide at all times the fullest indemnification permitted by the laws of the State of Nevada, and may cause us to purchase and maintain insurance on behalf of any person who is or was our director or officer, or is or was serving at our request as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust, or other enterprise against any liability asserted against such person and incurred in any such capacity or arising out of such status, whether or not we would have the power to indemnify such person. The indemnification provided shall continue as to a person who has ceased to be a director, officer, employee, or agent, and shall inure to the benefit of the heirs, executors and administrators of such person.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

We have not entered into any agreements with our directors and executive officers that require us to indemnify these persons against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred (including expenses of a derivative action) in connection with any proceeding, whether actual or threatened, to which any such person may be made a party by reason of the fact that the person is or was our director or officer or any of our affiliated enterprises. We have an insurance policy covering our officers and directors with respect to certain liabilities, including liabilities arising under the Securities Act, or otherwise.

4322

~~Table~~Item 15. Recent Sales of ~~Contents~~Unregistered Securities.

~~Item~~The ~~15.~~information ~~Recent~~set ~~Sales~~forth below relates to our issuances of ~~Unregistered~~securities without registration under the Securities Act of 1933 in reliance on Section 4(a)(2) of the Securities Act, and/or Regulation D promulgated thereunder.

~~Since~~ ~~September~~During 30the three months ended March 31, ~~2024~~2026, ~~and for~~ the ~~period~~Company ~~October~~issued 1408,~~2024~~351 shares toof ~~January~~common 15stock, ~~2025~~valued weat ~~have~~fair ~~issued~~market ~~the~~value ~~following~~on ~~securities~~issuance as follows:

• ~~1,522,173~~§ 406,476 shares for ~~services~~conversion ~~received~~of ~~valued~~Series D atPreferred ~~$222,950~~Stock

• ~~646,467~~§ 1,875 shares for ~~extension~~compensation ofto ~~convertible~~our ~~debt maturity date~~ directors valued at $714,~~111.37~~920

•During 10the year ended December 31,~~000~~ 2025,~~000~~ ~~shares~~the ~~for~~Company ~~stocks~~issued ~~purchase~~2,130,808 ~~option~~shares of common stock valued at ~~$955,500~~fair market value on issuance as follows:

~~• 4~~§ 475,~~502,000~~125 shares for conversion of ~~Preferred~~Series ~~Serie~~D BPreferred ~~into common shares valued at $364,662~~Stock;

~~• 10~~§ 7,~~640,152~~500 shares for ~~conversion~~compensation ofto ~~debt~~our ~~valued~~directors valued at $181,~~170,416.72~~813; ~~and~~

~~• 8~~§ 1,~~959~~271,720 ~~Preferred Series B~~ shares for ~~dividends~~conversion ~~valued~~of atdebt of $~~725~~5,~~679.~~640,893;

~~During~~§ ~~the nine months ended September 30~~264,980 ~~2024,~~shares ~~the~~for ~~Company~~settlement ~~issued 14,047,021 shares~~ of ~~common~~debt ~~stock,~~of ~~valued at fair market value on issuance as follows:~~$1,886,658;

~~• 450~~§ 32,~~000~~400 shares for ~~compensation~~service ~~to our directors~~ valued at $~~109~~223,~~485~~200;

~~• 1~~§ 3,~~770,000~~563 shares for ~~settlement~~common ofstock ~~debt~~payable ~~valued~~value at $~~279~~82,~~660~~194;

~~• 3~~§ 75,~~535,354~~529 shares infor ~~conjunction~~stock ~~with~~dividend ~~convertible notes~~ valued at $~~597~~500,~~777~~000;

•§ (9) ~~5,227,273~~ shares for ~~exercise~~reverse ofstock ~~warrants~~split ~~for $575,000; and~~adjustment.

• During 3the year ended December 31,~~064~~ 2024,~~394~~ ~~shares~~the ~~for~~Company ~~conversion~~issued 385,589 shares of ~~debt~~common ofstock ~~$337~~and 3,~~083~~563 shares payable, valued at fair market value on issuance as follows:

~~During~~§ ~~the year ended December 31~~7, ~~2023, the Company issued~~500 ~~10,534,119~~ shares offor ~~common~~compensation ~~stock,~~to ~~valued~~our atdirectors ~~fair market value on issuance~~valued ~~as follows:~~at $141,025

~~• 240~~§ 37,~~000~~ 590 shares for ~~compensation~~settlement toof ~~our~~debt ~~directors~~ valued at $42483,~~890; and~~670

~~• 10~~§ 44,~~294,119~~ 192 shares ~~for~~in ~~exercise~~conjunction ofwith ~~warrants~~convertible ~~for~~notes valued at $1597,~~400,000.~~777

~~During~~§ ~~the year ended December 31~~125, ~~2022, the Company issued~~000 ~~14,118,153~~ shares offor ~~common~~exercise ~~stock,~~of ~~valued~~warrants ~~at fair market value on issuance as follows:~~for $1,100,000

~~• 2~~§ 76,~~000,000~~ 326 shares ~~issued~~ for ~~cash~~conversion of $1,000,000 • 5,066,667 shares for acquisitions of Whisl and Smartbiz valued at $1,550,000 • 550,000 shares for asset acquisition valued at $357,500 • 240,000 shares for compensation to our directors valued at $107,600 • 161,367 shares for settlement of debt ~~valued at $80,674 • 6,100,119 shares for exercise~~ of ~~warrants for~~ $~~400~~671,~~000~~666

~~During~~§ ~~the year ended December 31~~30,625 shares ~~2021, the Company~~ issued ~~51,638,526~~for ~~shares~~cash of ~~common stock~~ $100, ~~valued at fair market value on issuance as follows:~~000

~~• 41~~§ 8,~~562,500~~ 081 shares ~~issued~~ for ~~cash of $6,536,250, of which $100,000 was recorded as subscription receivable as of December 31, 2021. The Company received~~ the ~~$100,000~~extension ~~on January 3, 2022. • 2,230,394 shares, valued at $2,056,530, issued for settlement~~ of debt ~~of $1,516,667 • 195,000 shares for services~~ valued at $~~284~~116,700 • 1,320,000 shares issued to our management for compensation valued at $1,037,568 • 250,000 shares for forbearance of debt valued at $49,925 • 6,080,632 shares issued for conversion of debt of $422,295364

~~The~~§ ~~offers~~56,275 shares sales, and issuances of the securities described above were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder as transactions by an issuer not involving a public offering. The recipients of securities in each of these transactions acquired the securities for ~~investment~~conversion ~~only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the securities issued in these transactions. Each~~ of ~~the~~Series ~~recipients~~B ~~of securities in these transactions was an accredited or sophisticated person and had adequate access,~~Preferred ~~through employment, business or other relationships, to information about us.~~Stock

44§ 3,563 shares of stock payable for service valued at $82,194 recorded as additional paid in capital at December 31, 2024. Shares were issued on January 16, 2025

~~Table~~At December 31, 2025 and 2024, 4,668,017 and 2,537,209 shares of ~~Contents~~common stock were issued and outstanding, respectively.

~~Item 16. Exhibits and Financial Statement Schedules.~~23

~~See Exhibit~~Item ~~Index~~16. ~~attached~~Exhibits ~~hereto~~ and ~~incorporated~~Financial ~~herein~~Statement ~~by this reference.~~Schedules

~~Item~~(a) 17Exhibits. ~~Undertakings~~

~~(A)~~ The ~~undersigned~~exhibits ~~registrant~~listed ~~hereby~~below ~~undertakes:~~are filed as part of this registration statement.

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

Exhibit No.		Description of Exhibit
Exhibit 2.1		Membership Interest Purchase Agreement(1)
Exhibit 2.2		Memorandum of Understanding and Shareholders Agreement dated February 21, 2020(5)
Exhibit 2.3		Memorandum of Understanding and Shareholders Agreement dated February 12, 2020(6)
Exhibit 2.4		Company Purchase Agreement, dated April 1, 2019(11)
Exhibit 2.5		Share Purchase Agreement, dated January 19, 2024(23)
Exhibit 2.6		Purchase Company Agreement, dated May 10, 2024(26)
Exhibit 2.7		Second Amendment to Share Purchase Agreement, dated June 27, 2024(27)
Exhibit 3.1		Articles of Incorporation of the Registrant(2)
Exhibit 3.2		Certificate of Amendment(3)
Exhibit 3.3		Certificate of Amendment(18)
Exhibit 3.4		Certificate of Designation(20)
Exhibit 3.5		Certificate of Designation(21)
Exhibit 3.6		Certificate of Designation(22)
Exhibit 3.7		Amended and Restated Bylaws of the Registrant(19)
Exhibit 3.8		Certificate of Change, dated May 1, 2025(31)
Exhibit 3.9		Certificate of Amendment, dated September 16, 2025(36)
Exhibit 3.10		Second Amended and Restated Certificate of Designation for Series D Preferred Stock(38)
Exhibit 3.11		Third Amended and Restated Certificate of Designation for Series D Preferred Stock(39)
Exhibit 3.12		Amended and Restated Bylaws of the Registrant(19)
Exhibit 4.1		Amendment #2 to the Crown Capital Note dated March 2, 2020(4)
Exhibit 4.2		Amendment #2 to the Auctus Fund Note dated March 2, 2020(4)
Exhibit 4.2		Amendment #1 to the Labrys Fund Note dated February 11, 2020(7)
Exhibit 4.3		Amendment #1 to the Apollo Note dated December 23, 2019(8)
Exhibit 4.4		Amendment #1 to the Apollo Note dated December 24, 2019(8)
Exhibit 4.5		Amendment #1 to the Apollo Note dated December 24, 2019(8)
Exhibit 4.6		Amendment #1 to the Apollo Note dated December 24, 2019(8)
Exhibit 4.7		Amendment #1 to the Apollo Note dated December 24, 2019(8)
Exhibit 4.8		Amendment #1 to the Apollo Note dated December 24, 2019(8)
Exhibit 4.9		Amendment #1 to the Apollo Note dated December 24, 2019(8)
Exhibit 4.10		Amendment #1 to the Crown Capital Note dated December 23, 2019(8)
Exhibit 4.11		Amendment #1 to the Auctus Fund Note dated January 1, 2020(8)
Exhibit 4.12		Senior Secured Convertible Promissory Note to Labrys Fund dated December 3, 2019(9)
Exhibit 4.13		Purchase Company Agreement, dated April 21, 2022(12)
Exhibit 4.14		Purchase Company Agreement, dated May 6, 2022(13)
Exhibit 4.15		Common Stock Purchase Option with Apollo dated April 5, 2022(14)
Exhibit 4.16		Amended Common Stock Purchase Option with Apollo dated September 29, 2022(15)
Exhibit 4.17		Secured Convertible Promissory Note, dated January 24, 2024(23)
Exhibit 4.18		Common Stock Purchase Option, dated February 12, 2024(24)
Exhibit 4.19		Common Stock Purchase Option, dated January 14, 2025(30)
Exhibit 5.1**		Opinion of The Doney Law Firm, with consent to use
Exhibit 10.1		Conversion Agreement with Carmen Cabell(1)
Exhibit 10.2		Conversion Agreement with Patrick Gosselin(1)
Exhibit 10.3		Conversion Agreement with Mark Engler(1)
Exhibit 10.4		Employment Agreement with Leandro Iglesias(1)
Exhibit 10.5		Employment Agreement with Alvaro Quintana Cardona(1)
Exhibit 10.6		Employment Agreement with Juan Carlos Lopez Silva(1)
Exhibit 10.7		Forbearance Agreement dated December 12, 2019(8)
Exhibit 10.8		Temporary Forbearance Agreement dated December 18, 2019(8)
Exhibit 10.9		Securities Purchase Agreement, dated December 3, 2019(9)
Exhibit 10.10		Employment and Indemnification Agreements with Leandro Iglesias, dated May 2, 2019(10)
Exhibit 10.11		Employment and Indemnification Agreements with Alvaro Quintana, dated May 2, 2019(10)
Exhibit 10.12		Employment and Indemnification Agreements with Juan Carlos Lopez Silva, dated May 2, 2019(10)
Exhibit 10.13		Registration Rights Agreement with ADI Funding dated April 5, 2022(16)
Exhibit 10.14		Securities Purchase Agreement, dated January 24, 2024(23)
Exhibit 10.15		Registration Rights Agreement with M2B Funding Corp., dated January 24, 2024(23)
Exhibit 10.16		Security Agreement, dated January 24, 2024(23)
Exhibit 10.17		Amended and Restated Employment Agreement with Mr. Iglesias, dated February 29, 2024(25)
Exhibit 10.18		Amended and Restated Indemnification Agreement with Mr. Iglesias, dated February 29, 2024(25)
Exhibit 10.19		Amended and Restated Employment Agreement with Mr. Cardona, dated February 29, 2024(25)
Exhibit 10.20		Amended and Restated Indemnification Agreement with Mr. Cardona, dated February 29, 2024(25)
Exhibit 10.21		Memorandum of Understanding, dated October 18, 2024(28)
Exhibit 10.22		Memorandum of Understanding, dated November 1, 2024(29)
Exhibit 10.23		Stock Purchase Agreement, dated January 14, 2025(30)
Exhibit 10.24		Registration Rights Agreement, dated January 14, 2025(30)
Exhibit 10.25		Unit Purchase Agreement, dated May 29, 2025(32)
Exhibit 10.26		Amendment to Employment Agreement with Leandro Iglesias, dated June 23, 2025(33)
Exhibit 10.27		Amendment to Employment Agreement with Alvaro Quintana Cardona, dated June 23, 2025(33)
Exhibit 10.28		Debt Exchange Agreement, dated June 30, 2025 with ADI Funding, LLC(34)
Exhibit 10.29		Debt Exchange Agreement, dated June 30, 2025 with M2B Funding Corp.(34)
Exhibit 10.30		Stock-For-Stock Exchange Agreement, dated September 2, 2025(35)
Exhibit 10.31		Amendment No. 1 to Stock-For-Stock Exchange Agreement, dated September 26, 2025(37)
Exhibit 10.32		Equity Purchase Agreement, dated April 30, 2026, by and between IQSTEL Inc. and M2B Funding Corp.(40)
Exhibit 10.33		Registration Rights Agreement, dated April 30, 2026, by and between IQSTEL Inc. and M2B Funding Corp.(40)
Exhibit 14.1		Code of Business Conduct and Ethics(17)
Exhibit 23.1**		Consent of Independent Registered Public Accounting Firm
Exhibit 23.2**		Consent of The Doney Law Firm (included in Exhibit 5.1)
Exhibit 24.1**		Power of Attorney (included on signature page)
Exhibit 107**		Filing fee table

~~(i) To~~Filed ~~include any prospectus required by section 10(a)(3) of the Securities Act of 1933;~~ herewith**

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increases or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

	1.	Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on June 28, 2018.
	2.	Incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the US Securities and Exchange Commission on August 18, 2011.
	3.	Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on August 31, 2018.
	4.	Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on March 30, 2020.
	5.	Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on February 25, 2020.
	6.	Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on February 19, 2020.
	7.	Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on February 13, 2020.
	8.	Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on January 6, 2020.
	9.	Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on December 11, 2019.
	10.	Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on May 6, 2019.
	11.	Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on April 4, 2019.
	12	Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on April 26, 2022.
	13	Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on May 10, 2022.
	14	Incorporated by reference to the Company’s Form S-1/A filed with the US Securities and Exchange Commission on September 22, 2022.
	15	Incorporated by reference to the Company’s Form 8-K/A filed with the US Securities and Exchange Commission on October 6, 2022.
	16	Incorporated by reference to the Company’s Form S-1/A filed with the US Securities and Exchange Commission on October 11, 2022.
	17	Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on November 2, 2022.
	18	Incorporated by reference to the Company’s DEF 14C filed with the US Securities and Exchange Commission on May 12, 2020.
	19	Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on December 14, 2022.
	20	Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on January 8, 2021.
	21	Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on November 13, 2020.
	22	Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on November 6, 2020.
	23	Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on January 25, 2024.
	24	Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on February 13, 2024.
	25	Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on March 4, 2024.
	26	Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on May 10, 2024.
	27	Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on July 2, 2024.
	28	Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on October 22, 2024.
	29	Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on November 4, 2024.
	30	Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on January 17, 2025
	31	Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on May 2, 2025
	32	Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on May 30, 2025
	33	Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on June 25, 2025
	34	Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on July 9, 2025
	35	Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on September 3, 2025
	36	Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on September 19, 2025
	37	Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on September 26, 2025
	38	Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on October 10, 2025
	39	Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on February 3, 2026
	40	Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on May 1, 2026

~~(iii) To~~Item ~~include~~17. ~~any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement~~Undertakings.

~~(2) That,~~The ~~for~~undersigned ~~the~~registrant ~~purpose~~hereby of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.undertakes:

(31) To ~~remove~~file, ~~from~~during ~~registration~~any byperiod ~~means~~in ofwhich aoffers ~~post-effective~~or ~~amendment~~sales ~~any~~are ~~of the securities~~ being ~~registered~~made, ~~which~~a ~~remain~~post-effective ~~unsold~~amendment atto ~~the termination~~this ofregistration ~~the offering.~~statement:

(4i) ~~That,~~ ~~for~~to ~~the~~include ~~purpose~~any ofprospectus ~~determining~~required ~~liability~~by ~~under~~Section 10(a)(3) of the Securities Act of 1933 ~~to any purchaser:~~;

(iii) If to reflect in the ~~registrant~~prospectus isany ~~relying~~facts onor events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule ~~430B:~~424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(Aiii) ~~Each~~ ~~prospectus~~to ~~filed~~include byany ~~the~~material ~~registrant~~information ~~pursuant~~with respect to ~~Rule~~the ~~424(b)(3)~~plan ~~shall~~of bedistribution ~~deemed~~not topreviously bedisclosed ~~part~~in of the registration statement asor ofany ~~the date~~material ~~the~~change ~~filed~~to ~~prospectus~~such ~~was~~information ~~deemed part of and included~~ in the registration statement; ~~and~~

~~(B) Each~~Provided, however, ~~prospectus~~that: ~~required~~Paragraphs ~~to be filed pursuant to Rule 424~~(b1)(2i), (b1)(5ii), ~~or (b)(7) as part of a registration statement in reliance on~~and ~~Rule 430B relating to an offering made pursuant to Rule 415~~(~~a)(~~1)(iiii), ~~(vii),~~of orthis ~~(x)~~section ~~for~~do ~~the~~not ~~purpose~~apply ofif ~~providing the~~ information required by ~~section 10(a) of the Securities Act of 1933 shall be deemed~~ to be ~~part of and~~ included in ~~the~~a ~~registration~~post-effective ~~statement~~amendment asby ofthose ~~the~~paragraphs ~~earlier of the date such form of prospectus~~ is ~~first used after effectiveness or the date of the first contract of sale of securities in the~~contained ~~offering described~~ in ~~the~~reports ~~prospectus.~~filed Aswith ~~provided~~or infurnished ~~Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed~~ to ~~be a new effective date of~~ the ~~registration~~Commission ~~statement~~by ~~relating to~~ the ~~securities~~registrant inpursuant ~~the registration statement~~ to ~~which~~Section 13 ~~that~~or ~~prospectus~~Section 15(d) ~~relates, and the offering~~ of ~~such securities at that time shall be deemed to be~~ the ~~initial~~Securities ~~bona~~Exchange ~~fide~~Act ~~offering~~of ~~thereof.~~1934 ~~Provided, however,~~ that noare ~~statement made in a registration statement or prospectus that is part of the registration statement or made in a document~~ incorporated ~~or deemed incorporated~~ by reference ~~into~~in the registration statement, or ~~prospectus that~~ is ~~part~~ ofcontained ~~the~~in ~~registration statement will, as to~~ a ~~purchaser~~form ~~with a time~~ of ~~contract~~prospectus offiled ~~sale prior~~ pursuant to ~~such~~Rule ~~effective~~424(b) ~~date, supersede or modify any statement~~ that ~~was~~is ~~made in the registration statement or prospectus that was~~ part of the registration statement ~~or made in any such document immediately prior to such effective date; or~~.

45(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

~~Table~~(3) To remove from registration by means of ~~Contents~~a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(ii4) If ~~the registrant is subject to Rule 430C~~That, ~~each~~for prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the ~~registration~~purpose ~~statement as~~ of ~~the~~determining ~~date~~liability itunder ~~is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of~~ the ~~registration~~Securities ~~statement~~Act ~~or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part~~ of ~~the~~1933 ~~registration statement will, as~~ to ~~a purchaser with a time of contract of sale prior to such first use, supersede or modify~~ any ~~statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.~~purchaser:

(5i) ~~That,~~ ~~for~~Each ~~the~~prospectus ~~purpose~~filed ofby ~~determining liability of~~ the registrant ~~under~~pursuant ~~the Securities Act of 1933~~ to ~~any~~Rule ~~purchaser~~424(b)(3) inshall ~~the~~be ~~initial~~deemed ~~distribution of~~to ~~the~~be ~~securities,~~part ~~the undersigned registrant undertakes that in a primary offering~~ of ~~securities of~~ the ~~undersigned registrant pursuant to this~~ registration statement, ~~regardless~~as of the ~~underwriting~~date ~~method used to sell~~ the ~~securities~~filed toprospectus ~~the~~was ~~purchaser,~~deemed ifpart ~~the securities are offered or sold to such purchaser by means~~ of ~~any~~and ofincluded ~~the~~in ~~following communications,~~ the ~~undersigned~~registration ~~registrant~~statement; ~~will be a seller to the purchaser~~ and ~~will be considered to offer or sell such securities to such purchaser:~~

(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i) ~~Any~~, ~~preliminary~~(vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the ~~undersigned~~issuer ~~registrant~~and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus related, and the offering ~~required~~of such securities at that time shall be deemed to be ~~filed~~the ~~pursuant~~initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to ~~Rule 424;~~a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(ii5) ~~Any~~ ~~free~~That, ~~writing~~for ~~prospectus~~the ~~relating~~purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the ~~offering~~initial ~~prepared~~distribution byof orthe onsecurities, ~~behalf~~the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant orpursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or ~~referred~~sold to such purchaser by means of any of the following communications, the undersigned registrant; will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(~~iii~~i) ~~The~~ ~~portion~~Any ofpreliminary ~~any~~prospectus ~~other~~or ~~free writing~~ prospectus ~~relating~~of to the ~~offering containing material information about the~~ undersigned registrant or ~~its~~relating ~~securities~~to ~~provided~~the byoffering orrequired onto ~~behalf~~be offiled ~~the~~pursuant ~~undersigned~~to ~~registrant;~~Rule ~~and~~424;

(ivii) Any ~~other~~free ~~communication~~writing ~~that~~prospectus isrelating anto ~~offer in~~ the offering ~~made~~prepared by or on behalf of the undersigned registrant or used or referred to by the ~~purchaser.~~undersigned registrant;

(6iii) To ~~provide~~The toportion ~~the~~of ~~underwriter~~any atother ~~the~~free ~~closing~~writing ~~specified~~prospectus inrelating to the ~~underwriting~~offering ~~agreements~~containing ~~certificates~~material ininformation ~~such~~about ~~denominations~~the ~~and~~undersigned ~~registered in~~registrant ~~such~~or ~~names~~its assecurities ~~required~~provided by ~~the~~or ~~underwriter~~on tobehalf ~~permit~~of ~~prompt~~the ~~delivery~~undersigned toregistrant; ~~each purchaser.~~and

(Biv) ~~Insofar~~ asAny ~~indemnification~~other ~~for~~communication liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that ~~in the opinion of the Securities and Exchange Commission such indemnification~~ is ~~against~~an ~~public~~offer ~~policy as expressed~~ in the ~~Act~~offering ~~and~~made ~~is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment~~ by the ~~registrant~~undersigned ~~of expenses incurred or paid by a director, officer or controlling person of the~~ registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to ~~a court of appropriate jurisdiction~~ the ~~question~~ ~~of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue~~purchaser.

~~(C)~~ The undersigned registrant hereby undertakes that:, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

~~(1) For~~Insofar ~~purposes~~as ofindemnification ~~determining~~for ~~any~~liabilities ~~liability~~ arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the ~~information~~registrant ~~omitted~~pursuant ~~from~~to the ~~form~~foregoing provisions, or otherwise, the registrant has been advised that in the opinion of ~~prospectus~~the ~~filed~~Securities and Exchange Commission such indemnification asis ~~part~~against ofpublic ~~this~~policy ~~registration~~as ~~statement~~expressed in ~~reliance~~the ~~upon~~Securities ~~Rule~~Act ~~430A~~of 1933 and ~~contained~~is, intherefore, unenforceable. In the event that a ~~form~~claim offor ~~prospectus~~indemnification against ~~filed~~such liabilities (other than the payment by the registrant ~~pursuant~~of expenses incurred or paid by a director, officer or controlling toperson ~~Rule~~of ~~424(b)(1)~~the registrant in the successful defense of any action, suit or (4proceeding) is asserted by such director, officer or ~~497(h)~~controlling person ~~under~~in connection with the ~~Securities~~securities ~~Act~~being ~~shall~~registered, bethe ~~deemed~~registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to bea ~~part~~court of ~~this~~appropriate ~~registration~~jurisdiction ~~statement~~the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the ~~time it~~final ~~was~~adjudication ~~declared~~of ~~effective~~such issue.

~~(2)~~The undersigned registrant hereby undertakes to file ~~For~~an application for the purpose of determining ~~any liability under~~ the ~~Securities~~eligibility ~~Act~~ of ~~1933,~~the ~~each~~trustee ~~post-effective~~to ~~amendment~~act ~~that~~under ~~contains~~subsection (a) of ~~form~~Section 310 of the ~~prospectus~~Trust ~~shall~~Indenture beAct ~~deemed~~of to1939 be(the a“Trust ~~new~~Indenture ~~registration~~Act”) ~~statement~~in ~~relating~~accordance towith the ~~securities~~rules ~~offered therein,~~ and ~~the~~regulations ~~offering~~prescribed ofby ~~such~~the ~~securities~~Securities atand ~~that~~Exchange ~~time~~Commission ~~shall~~under beSection 305(b)(2) ~~deemed~~of ~~to be~~ the ~~initial~~Trust ~~bona~~Indenture ~~fide offering thereof~~Act.

4624

~~Table of Contents~~SIGNATURES

~~SIGNATURES~~ Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on May 21, 2026.

~~Pursuant to~~IQSTEL ~~the~~Inc. ~~requirements~~By: of/s/ ~~the~~Leandro ~~Securities~~Iglesias ~~Act~~Leandro ofIglesias ~~1933,~~Chief asExecutive ~~amended~~Officer, ~~the~~Principal ~~registrant~~Executive ~~has~~Officer ~~duly~~and ~~caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on January 17, 2025.~~Director

~~IQSTEL Inc.~~ By: /s/ ~~Leandro~~Alvaro ~~Iglesias~~Quintana ~~Leandro~~Cardona ~~Iglesias~~Alvaro Quintana Cardona Title: Chief ~~Executive~~Operating Officer, Chief Financial Officer, Principal ~~Executive~~Financial Officer, Principal Accounting Officer and Director

~~By:~~POWER ~~/s/~~OF ~~Alvaro Quintana Cardona Alvaro Quintana Cardona Title: Chief Operating Officer, Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer and Director~~ATTORNEY

~~POWER~~Each person whose signature appears below constitutes OFand ~~ATTORNEY~~appoints Leandro Iglesias and Alvaro Quintana Cardona with full power to act alone and without the others, his true and lawful attorney-in-fact, with full power of substitution, and with the authority to execute in the name of each such person, any and all amendments (including without limitation, post-effective amendments) to this registration statement, to sign any and all additional registration statements relating to the same offering of securities as this registration statement that are filed pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file such registration statements with the Securities and Exchange Commission, together with any exhibits thereto and other documents therewith, necessary or advisable to enable the registrant to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, which amendments may make such other changes in the registration statement as the aforesaid attorney-in-fact executing the same deems appropriate.

~~Each person~~Pursuant ~~whose signature appears below constitutes and appoints Leandro Iglesias and Alvaro Quintana Cardona with full power~~ to ~~act alone and without~~ the ~~others,~~requirements ~~his true and lawful attorney-in-fact, with full power~~ of ~~substitution, and with~~ the authority to execute in the name of each such person, any and all amendments (including without limitation, post-effective amendments) to this registration statement, to sign any and all additional registration statements relating to the same offering of securities as this registration statement that are filed pursuant to Rule 462(b) of the Securities Act of 1933, as amended, ~~and~~this ~~to file such~~ registration ~~statements~~statement ~~with~~has ~~the~~been ~~Securities and~~signed ~~Exchange~~by ~~Commission, together with any exhibits thereto and other documents therewith, necessary or advisable to enable~~ the ~~registrant to~~following ~~comply~~persons ~~with~~in the ~~Securities~~capacities ~~Act of 1933, as amended,~~ and ~~any~~on ~~rules, regulations and requirements of~~ the ~~Securities~~dates ~~and Exchange Commission in respect thereof, which amendments may make such other changes in the registration statement as the aforesaid attorney-in-fact executing the same deems appropriate~~indicated.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

By:

/s/ Leandro Iglesias

Leandro Iglesias

Chief Executive Officer, Principal Executive Officer and Director

May 21, 2026

By:	/s/ ~~Leandro~~Alvaro ~~Iglesias~~Quintana Cardona
	Leandro Iglesias Chief Executive Officer, Principal Executive Officer and Director
	Alvaro Quintana Cardona
	January 17, 2025
Title:	Chief Operating Officer, Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer and Director
Date:	May 21, 2026

By:	/s/ ~~Alvaro~~Raul ~~Quintana Cardona~~Perez
	Alvaro Quintana Cardona
	Raul Perez
Title:	~~Chief Operating Officer, Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer and~~ Director
Date:	~~January~~May 1721, ~~2025~~2026

By:	/s/ ~~Raul~~Jose ~~Perez~~Antonio Barreto
	Raul Perez
	Jose Antonio Barreto
Title:	Director
Date:	~~January~~May 1721, ~~2025~~2026

By:	/s/ ~~Jose~~Italo ~~Antonio Barreto~~Segnini
	Jose Antonio Barreto
	Italo Segnini
Title:	Director
Date:	~~January~~May 1721, ~~2025~~2026

By:	/s/ Italo Segnini
	Italo Segnini
Title:	Director
Date:	January 17, 2025

Table of Contents

EXHIBIT INDEX

(a) Exhibits:

Exhibit No.		Description of Exhibit
Exhibit 2.1		Membership Interest Purchase Agreement(1)
Exhibit 2.2		Memorandum of Understanding and Shareholders Agreement dated February 21, 2020(5)
Exhibit 2.3		Memorandum of Understanding and Shareholders Agreement dated February 12, 2020(6)
Exhibit 2.4		Company Purchase Agreement, dated April 1, 2019(11)
Exhibit 2.5		Share Purchase Agreement, dated January 19, 2024(23)
Exhibit 2.6		Purchase Company Agreement, dated May 10, 2024(26)
Exhibit 2.7		Second Amendment to Share Purchase Agreement, dated June 27, 2024(27)
Exhibit 3.1		Articles of Incorporation of the Registrant(2)
Exhibit 3.2		Certificate of Amendment(3)
Exhibit 3.3		Certificate of Amendment(18)
Exhibit 3.4		Certificate of Designation(20)
Exhibit 3.5		Certificate of Designation(21)
Exhibit 3.6		Certificate of Designation(22)
Exhibit 3.7		Amended and Restated Bylaws of the Registrant(19)
Exhibit 4.1		Amendment #2 to the Crown Capital Note dated March 2, 2020(4)
Exhibit 4.2		Amendment #2 to the Auctus Fund Note dated March 2, 2020(4)
Exhibit 4.2		Amendment #1 to the Labrys Fund Note dated February 11, 2020(7)
Exhibit 4.3		Amendment #1 to the Apollo Note dated December 23, 2019(8)
Exhibit 4.4		Amendment #1 to the Apollo Note dated December 24, 2019(8)
Exhibit 4.5		Amendment #1 to the Apollo Note dated December 24, 2019(8)
Exhibit 4.6		Amendment #1 to the Apollo Note dated December 24, 2019(8)
Exhibit 4.7		Amendment #1 to the Apollo Note dated December 24, 2019(8)
Exhibit 4.8		Amendment #1 to the Apollo Note dated December 24, 2019(8)
Exhibit 4.9		Amendment #1 to the Apollo Note dated December 24, 2019(8)
Exhibit 4.10		Amendment #1 to the Crown Capital Note dated December 23, 2019(8)
Exhibit 4.11		Amendment #1 to the Auctus Fund Note dated January 1, 2020(8)
Exhibit 4.12		Senior Secured Convertible Promissory Note to Labrys Fund dated December 3, 2019(9)
Exhibit 4.13		Purchase Company Agreement, dated April 21, 2022(12)
Exhibit 4.14		Purchase Company Agreement, dated May 6, 2022(13)
Exhibit 4.15		Common Stock Purchase Option with Apollo dated April 5, 2022(14)
Exhibit 4.16		Amended Common Stock Purchase Option with Apollo dated September 29, 2022(15)
Exhibit 4.17		Secured Convertible Promissory Note, dated January 24, 2024(23)
Exhibit 4.18		Common Stock Purchase Option, dated February 12, 2024(24)
Exhibit 5.1		Opinion of The Doney Law Firm, with consent to use**
Exhibit 10.1		Conversion Agreement with Carmen Cabell(1)
Exhibit 10.2		Conversion Agreement with Patrick Gosselin(1)
Exhibit 10.3		Conversion Agreement with Mark Engler(1)
Exhibit 10.4		Employment Agreement with Leandro Iglesias(1)
Exhibit 10.5		Employment Agreement with Alvaro Quintana Cardona(1)
Exhibit 10.6		Employment Agreement with Juan Carlos Lopez Silva(1)
Exhibit 10.7		Forbearance Agreement dated December 12, 2019(8)
Exhibit 10.8		Temporary Forbearance Agreement dated December 18, 2019(8)
Exhibit 10.9		Securities Purchase Agreement, dated December 3, 2019(9)
Exhibit 10.10		Employment and Indemnification Agreements with Leandro Iglesias, dated May 2, 2019(10)
Exhibit 10.11		Employment and Indemnification Agreements with Alvaro Quintana, dated May 2, 2019(10)
Exhibit 10.12		Employment and Indemnification Agreements with Juan Carlos Lopez Silva, dated May 2, 2019(10)
Exhibit 10.13		Registration Rights Agreement with ADI Funding dated April 5, 2022(16)
Exhibit 10.14		Securities Purchase Agreement, dated January 24, 2024(23)

Table of Contents

Exhibit 10.15		Registration Rights Agreement with M2B Funding Corp., dated January 24, 2024(23)
Exhibit 10.16		Security Agreement, dated January 24, 2024(23)
Exhibit 10.17		Amended and Restated Employment Agreement with Mr. Iglesias, dated February 29, 2024(25)
Exhibit 10.18		Amended and Restated Indemnification Agreement with Mr. Iglesias, dated February 29, 2024(25)
Exhibit 10.19		Amended and Restated Employment Agreement with Mr. Cardona, dated February 29, 2024(25)
Exhibit 10.20		Amended and Restated Indemnification Agreement with Mr. Cardona, dated February 29, 2024(25)
Exhibit 10.21		Memorandum of Understanding, dated October 18, 2024(28)
Exhibit 10.22		Memorandum of Understanding, dated November 1, 2024(29)
Exhibit 14.1		Code of Business Conduct and Ethics(17)
Exhibit 23.1		Consent of Independent Registered Public Accounting Firm
Exhibit 23.2		Consent of The Doney Law Firm (included in Exhibit 5.1)**
Exhibit 24.1		Power of Attorney (included on signature page)
Exhibit 107		Filing fee table**

Filed herewith**

	1.	Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on June 28, 2018.
	2.	Incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the US Securities and Exchange Commission on August 18, 2011.
	3.	Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on August 31, 2018.
	4.	Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on March 30, 2020.
	5.	Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on February 25, 2020.
	6.	Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on February 19, 2020.
	7.	Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on February 13, 2020.
	8.	Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on January 6, 2020.
	9.	Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on December 11, 2019.
	10.	Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on May 6, 2019.
	11.	Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on April 4, 2019.
	12	Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on April 26, 2022.
	13	Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on May 10, 2022.
	14	Incorporated by reference to the Company’s Form S-1/A filed with the US Securities and Exchange Commission on September 22, 2022.
	15	Incorporated by reference to the Company’s Form 8-K/A filed with the US Securities and Exchange Commission on October 6, 2022.
	16	Incorporated by reference to the Company’s Form S-1/A filed with the US Securities and Exchange Commission on October 11, 2022.
	17	Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on November 2, 2022.
	18	Incorporated by reference to the Company’s DEF 14C filed with the US Securities and Exchange Commission on May 12, 2020.
	19	Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on December 14, 2022.
	20	Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on January 8, 2021.
	21	Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on November 13, 2020.
	22	Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on November 6, 2020.
	23	Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on January 25, 2024.
	24	Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on February 13, 2024.
	25	Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on March 4, 2024.
	26	Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on May 10, 2024.
	27	Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on July 2, 2024.
	28	Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on October 22, 2024.
	29	Incorporated by reference to the Company’s Form 8-K filed with the US Securities and Exchange Commission on November 4, 2024.

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