iQSTEL Inc

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 of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance, or achievements to differ materially from any future results, levels of activity, performance, or achievements expressed or implied by these forward-looking statements. All statements other than statements of historical facts are forward-looking statements. In some cases, you can identify these forward-looking statements by words such as “may,” “will,” “should,” “anticipate,” “estimate,” “plans,” “potential,” “projects,” “continuing,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend” or the negative of these words or other variations on these words or comparable terminology. The statements that contain these or similar words should be read carefully because these statements discuss our future expectations, contain projections of our future results of operations or of our financial position, or state other forward-looking information. These forward-looking statements include, by way of example and not in limitation:

§ our expectations regarding future revenue growth, including contributions from our telecom, fintech (e.g., GlobeTopper digital gift card platform), and developing AI and blockchain initiatives;

§ our ability to integrate recent acquisitions (such as QXTEL and GlobeTopper) and realize anticipated synergies or cost efficiencies;

§ our plans to expand operations, enter new markets, develop new products/services (including AI-enhanced solutions for telecom and enterprise use), and pursue additional mergers and acquisitions;

§ our expectations regarding profitability, liquidity, capital requirements, and our ability to continue as a going concern;

§ the impact of regulatory changes, economic conditions, competition, intellectual property matters, and cybersecurity risks on our business; and

§ other statements regarding our business strategy, plans, objectives, and future financial condition or performance

These statements are based on assumptions that we believe are reasonable, but they are subject to substantial risks and uncertainties, including those described in detail under “Item 1A. Risk Factors” and elsewhere in this Annual Report (such as our history of losses and accumulated deficit, dependence on financing, challenges in achieving and maintaining profitability, risks associated with international operations and acquisitions, intense price competition and technological changes in telecommunications, evolving fintech and AI markets, concentration of revenue among key customers, potential network disruptions or security breaches, goodwill impairment, and our ability to manage growth and integrate acquired businesses). New risks and uncertainties emerge from time to time and it is not possible for us to predict all of them or assess their potential impact. Factors beyond our control, including legislative or regulatory changes, economic conditions, competition, and cybersecurity threats, could cause actual results to differ materially from those expressed or implied.

You should not place undue reliance on any forward-looking statements, as they speak only as of the date they are made. We expressly disclaim any obligation or undertaking to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required by applicable law. The occurrence of any of the events described as risk factors or other future events could have a material adverse effect on our business, results of operations, and financial position.