iQSTEL Inc. - Form 10-Q - March 31, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


[X]	Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

	For the quarterly period ended March 31, 2026

[ ]	Transition Report pursuant to 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)


Nevada	45-2808620
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

300 Aragon Avenue, Suite 375 Coral Gables, FL 33134
(Address of principal executive offices)

(954) 951-8191
(Registrant’s telephone number)
_______________________________________________________
(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol		Name of each exchange on which registered
Common Stock		IQST		The Nasdaq Stock Market LLC (The Nasdaq Capital Market)

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

[X] Yes [ ] No

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

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

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [ ] Yes [X] No

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 6,735,946 common shares as of May 20, 2026

Table of Contents

TABLE OF CONTENTS
		Page
PART I – FINANCIAL INFORMATION
Item 1:	Financial Statements	3
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	12
Item 4:	Controls and Procedures	12
PART II – OTHER INFORMATION
Item 1:	Legal Proceedings	13
Item 1A:	Risk Factors	13
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	13
Item 3:	Defaults Upon Senior Securities	13
Item 4:	Mine Safety Disclosures	13
Item 5:	Other Information	13
Item 6:	Exhibits	14

Table of Contents

Item 1. Financial Statements

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

F-1	Consolidated Balance Sheets as of March 31, 2026 (unaudited) and December 31, 2025;
F-2	Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025 (unaudited);
F-3	Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025 (unaudited); and
F-4	Consolidated Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2026 and 2025 (unaudited); and
F-5	Notes to Consolidated Financial Statements (unaudited).

These interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended March 31, 2026 are not necessarily indicative of the results that can be expected for the full year.

Table of Contents

IQSTEL INC

Consolidated Balance Sheets

(Unaudited)

	March 31,			December 31,
	2026			2025
ASSETS
Current Assets
Cash	$	2,597,587		$	2,155,359
Accounts receivable, net		23,697,094			30,259,020
Inventory		30,658			30,658
Due from related parties		496,520			639,519
Prepaid and other current assets		2,904,623			3,077,868
Total Current Assets		29,726,482			36,162,424

Property and equipment, net		564,114			615,048
Intangible asset, net		6,837,091			6,957,404
Goodwill		5,790,049			5,790,049
Deferred tax assets		459,472			459,472
Other assets		1,148,918			1,103,538
TOTAL ASSETS	$	44,526,126		$	51,087,935

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable	$	8,531,004		$	9,167,288
Accrued and other current liabilities		14,577,738			19,050,496
Contract liabilities		1,111,441			1,391,377
Due to related parties		65,829			65,829
Loans payable - net of discount of $83,053 and $127,170, respectively		4,862,497			4,020,833
Loans payable - related parties		94,711			125,409
Contingent liability for acquisition of subsidiary		285,175			285,175
Stock payable for acquisition of subsidiary		500,000			500,000
Total Current Liabilities		30,028,395			34,606,407

Loans payable, non-current		29,394			31,302
Employee benefits, non-current		169,599			169,599
TOTAL LIABILITIES		30,227,388			34,807,308

Stockholders' Equity
Preferred stock: 1,200,000 authorized; $0.001 par value
Series A Preferred stock: 10,000 designated; $0.001 par value, 10,000 shares issued and outstanding		10			10
Series B Preferred stock: 200,000 designated; $0.001 par value, 59,276 shares issued and outstanding, respectively		59			59
Series C Preferred stock: 200,000 designated; $0.001 par value, No shares issued and outstanding		—			—
Series D Preferred stock: 100,000 designated; $0.001 par value, 9,389 and 18,020 shares issued and outstanding, respectively		9			18
Common stock: 26,000,000 authorized; $0.001 par value 5,076,368 and 4,668,017 shares issued and outstanding, respectively		5,076			4,668
Additional paid in capital		54,460,136			54,455,615
Accumulated deficit		(44,349,472	)		(42,991,879	)
Accumulated other comprehensive loss		(25,340	)		(25,340	)
Equity attributed to stockholders of IQSTEL Inc.		10,090,478			11,443,151
Equity attributable to noncontrolling interests		4,208,260			4,837,476
TOTAL STOCKHOLDERS' EQUITY		14,298,738			16,280,627

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	44,526,126		$	51,087,935

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

F-1

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IQSTEL INC

Consolidated Statements of Operations

(Unaudited)


	Three Months Ended March 31,
	2026			2025

Revenues	$	97,919,836		$	57,632,816
Cost of revenue		95,839,138			55,697,858
Gross profit		2,080,698			1,934,958

Operating expenses
General and administration		3,038,707			2,539,184
Total operating expenses		3,038,707			2,539,184

Operating loss		(958,009	)		(604,226	)

Other income (expense)
Other income		26,667			23,228
Other expenses		(88,093	)		(11,162	)
Interest expense		(350,998	)		(531,726	)
Total other expense		(412,424	)		(519,660	)

Net loss before provision for income taxes		(1,370,433	)		(1,123,886	)
Income taxes		(15,503	)		(20,575	)
Net loss		(1,385,936	)		(1,144,461	)
Less: Net (loss) / income attributable to noncontrolling interests		(28,343	)		13,497
Net loss attributed to IQSTEL Inc.	$	(1,357,593	)	$	(

SEC Form 10-Q filed by iQSTEL Inc.