iQSTEL Inc 8-K, filed Oct 6, 2021
iQSTEL Inc (IQST)
About this 8-K
iQSTEL Inc filed this 8-K on October 6, 2021, reporting on events of September 30, 2021.
Items reported
- Item 1.01: Entered into a material agreement
- Item 2.01: Completed an acquisition or sale of assets
- Item 3.02: Unregistered sale of equity
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
|
|
|
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:
|
________________________________________________ (Former name or former address, if changed since last report) |
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:
| Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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
| Item 8.01 | 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.
| 2 |
SECTION 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description |
| 2.1 | Amendment to the Memorandum of Understanding and Shareholders Agreement, dated September 30, 2021 |
| 99.1 | Press Release, dated October 5, 2021 |
| 3 |
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
| 4 |
AMENDMENT TO THE MEMORANDUM OF UNDERSTANDING AND SHAREHOLDERS AGREEMENT BETWEEN IQSTEL INC, JESUS VEGA AND LEANDRO IGLESIAS
This Amendment to the Memorandum of Understanding or Shareholders Agreement (The Agreement) is entered into by and between iQSTEL Inc a public company incorporated under the laws of Nevada, USA with legal address at 300 Aragon Ave, Suite 375, Coral Gables FL. 33134 hereinafter “iQSTEL”; Jesus Vega, of Colombian nationality, domiciled in Calle 10, Number 15a-17, Piso 2, Ocaña, Norte de Santander, Colombia, hereinafter “Jesus Vega” and Leandro Jose Iglesias Conde, of Spanish nationality, with legal address at 300 Aragon Ave, Suite 375, Coral Gables FL. 33134; jointly hereinafter “The Parties”, effectively since October 1st 2021.
The Parties recognize each other and reciprocally with fully capacity to contract and bind themselves and as result state the following:
RECITALS:
WHEREAS, the Parties have subscribed a Memorandum of Understanding and Shareholders Agreement dated February 12, 2020 where they associated in QGLOBAL SMS, LLC, a company duly incorporated under the laws of the State of Florida, with its principal address at 300 Aragon Ave, Suite 375, Coral Gables FL. 33134 (“the Corporation”) to join their resources and efforts to develop the wholesale SMS business, commercialization of both, wholesale and retail market, of the International SMS business (P2P and/or A2P), as well as the provision of said services to direct/end users in different countries.
WHEREAS QGLOBAL SMS reached a monthly sales of US$50,000 for 3 consecutive months, providing the gross monthly margin percentage of the operation above 12%, as established in Article Third, paragraph B of the Memorandum of Understanding and Shareholders Agreement; and iQSTEL invested US$50,000, but the revenue growth was not stable and dropped up to values bellow of the revenue and profit forecast that was agreed.
WHEREAS the QGLOBAL SMS business revenue is bellow of the $30,000.00 per month, for what it represents an un-fulfilment of the revenue and profit forecast of QGLOBAL SMS established in the Memorandum of Understanding and Shareholders Agreement.
WHEREAS, in accordance with Article Eighth, Jesus Vega would receive three unique bonuses subject to monthly revenue objectives to be met for at least 3 consecutive months, as long as the percentage of the gross monthly margin of the operation was maintained above 12%.
| 1 |
WHEREAS, as established in Article Twelfth, iQSTEL would have the preferred option of buying, in whole or in part, the share percentage of Jesus Vega in QGLOBAL SMS, LLC, and the valuation to be used to determine the value of the 100% of the Corporation will be equal to the accumulated gross profit of the last 12 months.
WHEREAS the accumulated gross profit of QGLOBAL SMS, LLC corresponding to the period July 2020 to August 2021 is $128,870.78.
THEREFORE, the Parties have decided to make the following amendments to the Memorandum of Understanding and Shareholders Agreement:
FIRST: The Parties agree that all QGLOBAL SMS, LLC´s business will be transferred to Etelix.com USA, LLC, a Company duly incorporated under the laws of the State of Florida, with its principal office at 300 Aragon Ave, Suite 375, Coral Gables, FL. 33134 (“Etelix”), or to the iQSTEL subsidiary that the Parties decide. Therefore, all agreements and client portfolio will be assigned to Etelix or the iQSTEL subsidiary that the Parties decide.
SECOND: The commercial team of Etelix or the iQSTEL subsidiary that the Parties agree, will carry out sales actions of QGLOBAL SMS, LLC SMS products, will search for potential business partners and business opportunities.
THIRD: Jesus Vega will be the Chief Operating Officer (COO) of the SMS business of the iQSTEL Telecom Division. As COO, Jesus Vega will have the following responsibilities:
| A. | Provide support to develop SMS business opportunities; |
| B. | Support the commercial development of the SMS business; |
| C. | Contribute with sales growth of the SMS business; |
| D. | Ensure that the SMS business is technically, operationally and commercially successful. |
Etelix or iQSTEL subsidiary that the Parties decide will contribute with big scale clients to develop SMS business.
FOURTH: As for the execution of this Amendment, Jesus Vega will receive US$100,000.00 in iQSTEL shares, which he could sell after six months from it issuance date. IQSTEL has until 90 days to issue those shares. This issuance is conditioned that the transfer of the business has be done in a smooth way and will not damage the current SMS business; and that Jesus Vega keeps supporting the IQSTEL SMS business for at least 12 months.
| 2 |
The remuneration bonus conditions established in Article Eight of the Memorandum of Understanding and Shareholders Agreement will remain the same.
Jesus Vega while working as COO of the SMS Business will received the 20% of the SMS business net income, after the deduction of all income taxes, applicable deductions, and statutory reserves. This will be calculated on annual basis after all applicable tax returns have been elaborated.
Jesus Vega as COO of the SMS business, will continue to receive the monthly remuneration of US$ 3,500.00 as established in Article Eighth of the Memorandum of Understanding and Shareholders Agreement.
Jesus Vega will work as a team member with the IQSTelecom executives, but his boss will be iQSTEL´s CEO Leandro Iglesias.
FIFTH: With the signature of this Amendment, Jesus Vega will take an undefined unpaid leave for health purposes and the parties will agreed on the return from the unpaid leave. During this unpaid leave Jesus Vega will not be the COO of the SMS Business.
Under this unpaid leave period, Jesus Vega could collaborate with the Company under a time share regime that will be agreed between the parties, in order to help with the transition and development the SMS business. This collaboration will be paid in accordance with the time of the collaboration.
SIXTH: This Amendment shall come into force on October 1st, 2021.
SEVENTH: All other provisions of the Memorandum of Understanding and Shareholders Agreement will remain valid and unchanged.
Executed in as many counterparts as Parties, each of which shall be deemed an original and all of which together shall constitute one and the same agreement.
| Jesus Vega (QGLOBAL SMS, LLC | iQSTEL, Inc. | ||
| /s/ Jesus Vega | /s/ Leandro Iglesias | ||
| Jesus Vega | Leandro Iglesias / CEO | ||
| Date: | Date: September 30, 2021 | ||
| Leandro Iglesias (QGLOBAL SMS, LLC | |||
| /s/ Leandro Iglesias | |||
| Leandro Iglesias | |||
| Date: September 30, 2021 |
| 3 |
IQST – iQSTEL Adds To Telecom Equity Holdings
New York, NY – Oct 5, 2021 - iQSTEL, Inc. (OTCQX: IQST) today announced it has acquired the remaining 49% of QGlobal SMS LLC.
iQSTEL acquired the initial 51% of QGlobal SMS early in 2020 as part of iQSTEL’s overall strategy to build its SMS business in Latin America.
Now, iQSTEL is acquiring the additional 49% in conjunction with the company’s plans to consolidate all its Telecommunications, Internet of Things (IoT) and Blockchain operations under the B2B IQSTeleocm Business Division.
The acquisition and consolidation will be seamless for QGlobal SMS 45 customers and vendors. The QGlobal team will remain in place and the business operation will remain the same.
Our Partner,
Jesus Vega, will be the COO (SMS) for IQSTelecom. JuanCarlos Lopez will be the CEO (Telco), and Eykis Sambrano the CTO (Telco).
Going forward, the sales force of IQSTelecom (Etelix +SwissLink), will be responsible for the sale of SMS products and services.
Leandro Iglesias CEO commented: "The acquisition of the additional 49% of QGlobal SMS is a
very important milestone for our B2B Division, IQSTelecom. QGlobal SMS LLC is running a business with approximately 12% gross margin and
enjoying ongoing topline growth with expanding SMS sales. The addition of QGlobal is expected to further improve our operations statements
in keeping with our key strategic initiative to increase gross margins while maintaining rapid revenue growth.” Mr. Iglesias added:
"This last Q of FY2021, we are working to close some negotiations on our M&A Campaign expected to take us to a whole new
level.”
iQSTEL Inc. (OTCQX: IQST) (www.iQSTEL.com) is a US-based publicly-listed company holding an Independent Board of Directors and Independent Audit Committee offering leading-edge services through its two business divisions and each of them with independent brands. The B2B division, Brand IQSTelecom offering Telecommunications, Internet of Things, Technology and Blockchain platforms services, the target market for the B2B division is Global Markets. The B2C division, Brand EVOSS offering EV Electric Motorcycles, Fintech Ecosystem, the target market for this business division is Latin America, and the Spanish speakers in the USA. The company has presence in 15 countries, and its products and services are used in several industries as Telecommunications, Electric Vehicle (EV), Financial Services, Chemical and Liquid Fuel Distribution Industries. IQSTEL announced on February 17th 2021 that it became a Debt Free Company and is now completely debt free with no Convertible Notes, Warrants, Promissory Notes or Settlement Agreements from its Balance Sheet.
Safe Harbor Statement: Statements in this news release may be "forward-looking statements". Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions or any other statements relating to our future activities or other future events or conditions. These statements are based on current expectations, estimates and projections about our business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may, and are likely to, differ materially from what is expressed or forecasted in forward-looking statements due to numerous factors. Any forward-looking statements speak only as of the date of this news release and iQSTEL Inc. undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of this news release.
iQSTEL Inc.
IR US Phone: 646-740-0907, IR Email: investors@iqstel.com
Source: iQSTEL Inc. and its subsidiaries: www.iqstel.com
| 2 |