Current Report Filing (8-k)
October 06 2021 - 4:52PM
Edgar (US Regulatory)
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2021-09-30
2021-09-30
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 30, 2021
iQSTEL Inc.
(Exact name of registrant as specified in its charter)
Nevada
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000-55984
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45-2808620
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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300 Aragon Avenue, Suite 375
Coral Gables, FL 33134
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33134
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (954) 951-8191
________________________________________________
(Former name or former address, if changed since last
report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
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. [ ]
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
As previously disclosed, on February 12, 2020, we entered into a Memorandum
of Understanding and Shareholders Agreement (“MOU”) with Jesus Vega and our officer and director, Leandro Iglesias. The agreement
concerned the formation of a joint venture named QGLOBAL SMS, LLC for the development of the wholesale SMS business.
We acquired the initial 51% of QGlobal SMS early in 2020 as part of our
overall strategy to build an SMS business in Latin America.
On October 1st, 2021, we amended the MOU to acquire the remaining 49% of
QGlobal SMS from Jesus Vega. This transaction was made in conjunction with our plan to consolidate all Telecommunications, Internet of
Things (IoT) and Blockchain operations under our B2B IQSTelecom Business Division.
The QGlobal team will remain in place and the business operation will remain
the same.
Mr. Vega will be the chief operating officer of the SMS business of
the IQSTelecom Business Division. For his services, we have agreed to issue to Mr. Vega $100,000 in shares of IQST common stock,
over the next 90 days after the agreement. While working as COO of the SMS Business, he will receive 20% of the SMS business net
income, after the deduction of all income taxes, applicable deductions, and statutory reserves. This will be calculated on annual
basis after all applicable tax returns have been elaborated. Further, Mr. Vega as COO of the SMS business, will continue to receive
the monthly remuneration of US$3,500.00 as established in Article Eighth of the MOU.
The foregoing description of the amended MOU is not complete and is qualified
in its entirety by reference to the text of such document, which is filed as Exhibit 2.1 hereto and which is incorporated herein by reference.
Section 2 - Financial Information
Item 2.01 Completion of Acquisition
or Disposition of Assets.
The disclosures set forth in Item 1.01 above are incorporated by reference
into this Item 2.01.
SECTION 3 - SECURITIES AND TRADING MARKETS
ITEM 3.02 Unregistered
Sales of Equity Securities
The disclosures set forth in Item 1.01 above are incorporated
by reference into this Item 3.02.
The issuance is exempt from registration pursuant to Section 4(a)(2) of
the Securities Act of 1933, as amended.
SECTION 8 – Other Events
On February 12, 2020, we issued a press release concerning the amended
MOU. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information in Item 8.01 of this Current Report on Form 8-K (including
Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange
Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
SECTION 9 – Financial
Statements and Exhibits
Item 9.01 Financial Statements
and Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
iQSTEL Inc.
/s/ Leandro Iglesias
Leandro Iglesias
Chief Executive Officer
Date October 6, 2020
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