iQSTEL Inc 2025年度报告

☒ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31, 2025 TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to ________ Commission file number:001-42644 IQSTEL Inc.(Exact name of registrant as specified in its charter) 33134 (Zip Code) Registrant’s telephone number:(954) 951-8191 Securities registered under Section 12(b) of the Exchange Act: Name of each exchange on whichregistered The Nasdaq Capital Market Securities registered under Section 12(g) of the Exchange Act: Title of each classCommon Stock, par value of $0.001 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X] Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes [ ]No [X] Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required tofile such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes [X] No [ ] Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter periodthat the registrant was required to submit such files).Yes [X] No [ ] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or emerging growth company. ☐Accelerated filer☒Smaller reporting company☐Emerging growth company ☐Large accelerated filer☒Non-accelerated Filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition periodfor complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ] Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report. [ ] If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements. [ ] Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to§240.10D-1(b). [ ] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes [ ] No[X] State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference tothe price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the lastbusiness day of the registrant’s most recently completed second fiscal quarter$33,157,217. Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date5,070,743 common shares as of March 31, 2026. TABLE OF CONTENTS PART I Item 1.Business3Item 1A.Risk Factors12Item 1B.Unresolved Staff Comments27Item 1C.Cybersecurity28Item 2.Properties28Item 3.Legal Proceedings28Item 4.Mine Safety Disclosures28 PART II Item 5.Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases ofEquity Securities29Item 6.[Reserved]30Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations30Item 8.Financial Statements and Supplementary Data39Item 9.Changes In and Disagreements With Accountants on Accounting and Financial Disclosure40Item 9A.Controls and Procedures40Item 9B.Other Information41Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections41 PART III Item 10.Directors, Executive Officers and Corporate Governance42Item 11.Executive Compensation47Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters49Item 13.Certain Relationships and Related Transactions, and Director Independence50Item 14.Principal Accountant Fees and Services51 PART IV PART I Forward-Looking Statements This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of1933, as amended, and Section 21E of the Securities Exchange Act of 1934, a